Mr. Tony Giardini reports
TRILOGY METALS ENTERS INTO AT-THE-MARKET EQUITY DISTRIBUTION AGREEMENT
Trilogy Metals Inc. has entered into an equity distribution agreement dated May 27, 2025, with BMO Nesbitt Burns Inc. and Cantor Fitzgerald Canada Corp. (the Canadian agents) and BMO Capital Markets Corp. and Cantor Fitzgerald & Co. (the U.S. agents) for an at-the-market (ATM) equity program.
The distribution agreement will allow the company to distribute up to $25-million (U.S.) (or the equivalent in Canadian dollars) of common shares of the company 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 are 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, NYSE American LLC, 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 $25-million (U.S.) (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 U.S. Securities and Exchange Commission (SEC) and is available on SEDAR+ and EDGAR, 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 West 42nd St., 32nd floor, New York, N.Y., 10036, by e-mail at bmoprospectus@bmo.com; and from Cantor Fitzgerald & Co., attention: capital Markets, 110 East 59th St., sixth floor, New York, N.Y., 10022, by e-mail at prospectus@cantor.com. You may also obtain these documents free of charge when they are available by visiting EDGAR on the SEC's website.
About Trilogy Metals
Inc.
Trilogy Metals is a metal exploration and development company holding a 50-per-cent interest in Ambler Metals LLC, which has a 100-per-cent interest in the Upper Kobuk mineral project in northwestern Alaska. On Dec. 19, 2019, South32, a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy. The Upper Kobuk mineral project is located within the Ambler mining district, which is one of the richest and most prospective known copper-dominant districts in the world. It hosts 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 Corp. Inc., an Alaska native corporation that provides a framework for the exploration and potential development of the Ambler mining district in co-operation 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.
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