Trilogy Metals (TMQ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, with record date set as March 17, 2025; shareholders will vote on key corporate matters and receive the annual report for the year ended November 30, 2024.

• Notice-and-Access procedures are used for proxy materials, available online and by request in paper form.

• Quorum is set at holders or proxies representing at least 5% of shares; 164,154,743 common shares outstanding as of record date.

Voting matters and shareholder proposals

• Shareholders will vote on: election of seven directors, appointment of auditors, approval of unallocated entitlements under the RSU and DSU plans, and a non-binding advisory vote on executive compensation.

• Majority voting policy applies to director elections; if more votes are withheld than for, nominee must tender resignation.

• Shareholder proposals for the 2026 meeting must be received by November 28, 2025, and comply with SEC and BCBCA rules.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; committees include Audit, Compensation, Corporate Governance and Nominating, EHST, and Ambler Metals.

• Board and committee attendance is high, with most directors meeting share ownership requirements.

• Board diversity policy targets at least 25% women; currently, 28.6% of directors and 50% of executive officers are women.

• Annual board and committee assessments are conducted; no director term limits, but annual renewal and diversity are emphasized.

• Code of Business Conduct and Ethics and Whistle Blower Policy in place; conflicts of interest are managed through disclosure and abstention.