Trilogy Metals (TMQ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2026, to address director elections, auditor appointment, executive compensation, and other business.

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

• Record date for voting is March 20, 2026, with 172,545,639 shares outstanding and entitled to vote.

• Quorum requires holders of at least 5% of shares; each share has one vote, no cumulative or dissenter's rights.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, appointing PricewaterhouseCoopers LLP as auditors, and a non-binding advisory resolution on executive compensation.

• Majority Voting Policy applies: nominees with more withheld than for votes must tender resignation.

• Shareholder proposals for the 2027 meeting must be received by November 28, 2026; director nominations require advance notice.

Board of directors and corporate governance

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

• Board and committee attendance is high, with most directors meeting or exceeding attendance requirements.

• Share Ownership Policy requires directors and executives to hold equity multiples of their compensation.

• Diversity Policy targets at least 25% women on the Board; currently, 28.6% of directors and 50% of executive officers are women.

• Annual board and committee assessments are conducted for effectiveness and renewal.