Trilogy Metals Enters Into At-The-Market Equity Distribution Agreement
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News Release
Trilogy Metals Enters Into At-The-Market Equity Distribution Agreement
May 27, 2025 – Vancouver, British Columbia – Trilogy Metals Inc. (TSX/NYSE
American: TMQ) (“ Trilogy Metals ”, “Trilogy” or “the Company”) has entered into an
equity distribution agreement dated May 27, 2025 (the “ Distribution Agreement ”) with
BMO Nesbitt Burns Inc. and Cantor Fitzgerald Canada Corporation (the “Canadian Agents”)
and BMO Capital Markets Corp. and Cantor Fitzgerald & Co. (the “U.S. Agents” and together
with the Canadian Agents, the “ Agents”) for a n at-the-market equity program (“ ATM
Program”).
The Distribution Agreement will allow the Company to distribute up to US$ 25 million (or the
equivalent in Canadian dollars) of common shares of the Company (the “ Offered Shares”)
under the ATM Program. The Offered Shares will be issued by the Company to the public from
time to time, through the Agents, at the Company’s discretion. The Offered Shares sold under
the ATM Program, if any, will be sold at the prevailing market price at the time of sale. The
net proceeds of any such sales under the ATM Program ar e anticipated to be used for
continued development of the Upper Kobuk Mineral Projects and for general corporate
purposes.
Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through
“at-the-market distributions” as defined in National Instrument 44- 102 – Shelf Distributions
and Rule 415 of the Securities Act of 1933, as amended, on the Toronto Stock Exchange (the
“TSX”), NYSE American, LLC (“NYSE American”) or any other trading market for the Offered
Shares in Canada or the United States or as otherwise agreed between the Agents and the
Company. The Company is not obligated to make any sales of Offered Shares under the
Distribution Agreement. Unless earlier terminated by the Company or the Agents as permitted
therein, the Distribution Agreement will terminate upon the earlier of (i) May 14 , 2027 and
(ii) the date that the aggregate gross sales proceeds of the Offered Shares sold under the
ATM Program reaches the aggregate amount of US$25 million (or the equivalent in Canadian
dollars).
The U.S. Agents are not registered as investment dealers in any Canadian jurisdiction and,
accordingly, the U.S. Agents will only sell Offered Shares on marketplaces in the United States
and are not permitted to and will not, directly or indirectly, advertise or solicit offers to
purchase any Offered Shares in Canada. The Canadian Agent will only sell Offered Shares on
marketplaces in Canada.
The ATM Program is being made pursuant to a prospectus supplement dated May 27, 2025 to
the Company's short form base shelf prospectus dated April 14, 2025 and the Company’s U.S.
shelf registration statement on Form S-3 effective April 14, 2025. The prospectus supplement
relating to the ATM Program has been filed with the securities commissions in each of the
provinces and territories of Canada and with the United States Securities and Exchange
TSX/NYSE American
Symbol: TMQ
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Commission (the “SEC”), and are available on SEDAR+ at www.sedarplus.ca and EDGAR at
www.sec.gov, respectively.
The prospectus supplement filed today adds to, updates or otherwise changes information
contained in the accompanying prospectus contained in the Company’s shelf registration
statement on Form S -3 (File No. 333 - 285072) which became effective on April 14, 2025.
Prospective investors should read the prospectus in that registration statement and the
prospectus supplement (including the documents incorporated by reference therein) for more
complete information about the Company and the ATM Program, including the risks associated
with investing in the Company. Copies of the prospectus supplement and related prospectus
may be obtained from BMO Capital Markets Corp., Attention : Equity Syndicate Department,
151 W. 42 nd Street, 32 nd Floor, New York, New York 10036, by email at
[email protected]; and from Cantor Fitzgerald & Co., Attention: Capital Markets, 110
East 59th Street, 6 th floor, New York, New York 10022, by email at [email protected].
You may also obtain these documents free of charge when they are available by visiting
EDGAR on the SEC’s website at www.sec.gov.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor
will there be any sale of these securities, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Trilogy Metals
Trilogy Metals Inc. is a metal exploration and development company holding a 50 percent
interest in Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral
Projects in northwestern Alaska. On December 19, 2019, South32, a globally diversified
mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy.
The UKMP is located within the Ambler Mining District which is one of the richest and most -
prospective known copper- dominant districts in the world. It ho sts world-class polymetallic
volcanogenic massive sulphide (“ VMS”) deposits that contain copper, zinc, lead, gold and
silver, and carbonate replacement deposits which have been found to host high-grade copper
and cobalt mineralization. Exploration efforts have been focused on two deposits in the Ambler
Mining District – the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both
deposits are located within a land package that spans approximately 190,929 hectares.
Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska Native
Corporation that provides a framework for the exploration and potential development of the
Ambler Mining District in cooperation with local communities. Trilogy’s vision is to develop the
Ambler Mining District into a premier North American copper producer while protecting and
respecting subsistence livelihoods.
Company Contacts
Tony Giardini Elaine Sanders
President & Chief Executive Officer Vice President & Chief Financial Officer
Phone: 604-638-8088
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Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking information” and "forward-looking statements”
(collectively "forward-looking statements”) within the meaning of applicable Canadian and United
States securities legislation including the United States Pri vate Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact, included herein, including, without
limitation, statements regarding the ATM Program and the use of proceeds of sales, if any, under
the ATM Program are forward-looking statements. Forward-looking statements are frequently, but
not always, identified by words such as "expects”, "anticipates”, "believes”, "intends”, "estimates”,
"potential”, "possible”, and similar expressions, or statements that events, conditions, or results
"will”, "may”, "could”, or "should” occur or be achieved. Forward -looking statements involve
various risks and uncertainties. There can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the
Company's expectations include the uncertainties involving the outcome of pending litigation,
success of exploration activities, permitting timelines, requirements for additional capital,
government regulation of mining operations, environmental risks, prices for energy inputs, labour,
materials, supplies and services, uncertainties involved in the interpretation of drilling results and
geological tests, unexpected cost increases and other risks and uncertainties disclosed in the
Company’s Annual Report on Form 10-K for the year ended November 30, 2024 filed with Canadian
securities regulatory authorities and with the United States Securities and Exchange Commission
and in other Company reports and documents filed with applicable securities regulatory authorities
from time to time. The Company's forward -looking statements reflect the beliefs, opinions and
projections on the date the statements are made. The Company assumes no obligation to update
the forward -looking statements or beliefs, opinions, projections, or other factors, should they
change, except as required by law.