Trilogy Metals (TMQ) Registration filing summary

Company overview and business model

• Exploration and development focus on the Upper Kobuk Mineral Projects in Northwest Alaska, held through Ambler Metals, a 50/50 joint venture with South32 Limited.

• Arctic is a development-stage high-grade polymetallic volcanogenic massive sulfide deposit; Bornite is an exploration-stage carbonate-hosted copper deposit.

• Project goals are to expand mineral resources and advance technical, engineering and feasibility studies toward potential development and production decisions.

Use of proceeds and capital allocation

• No proceeds from Selling Shareholder resales; resale proceeds go to the Selling Shareholder. Exercise of the registered warrants would generate proceeds for the issuer.

• Issuer to pay registration expenses; estimated filing costs total $65,868, including $50,000 legal and $10,615 accounting fees.

Risk factors and disclosures

• Mineral projects are not producing or under development; risks include financing needs, uncertain production, resource estimates, permits, infrastructure, weather, commodity prices and development costs.

• Ambler Access Project permitting and construction remain uncertain; the proposed 211-mile road is a key access dependency for the remote district.

• PFIC status believed to apply in the most recently completed tax year and may continue in current and future tax years, potentially imposing adverse U.S. tax and reporting consequences.

• Claims against the U.S. Department of Defense as selling securityholder may be limited by sovereign immunity and statutory exemptions from securities-law antifraud liability.