Trilogy Metals Enters Into At-The-Market Equity Distribution Agreement
November 7, 2025
November 7, 2025 – Vancouver, British Columbia – Trilogy Metals Inc.(NYSE American / TSX: TMǪ) (“Trilogy Metals”, “Trilogy” or “the Company”) has entered into an equity distribution agreement, effective as of November 7, 2025 (the “Distribution Agreement”), with Cantor Fitzgerald C Co. and BMO Capital Markets Corp., as lead agents (the “Lead Agents”), and Canaccord Genuity LLC, National Bank of Canada Financial Inc. and Raymond James (USA) Ltd.(collectively with the Lead Agents, the “Agents”) for an at-the-market equity program (“ATM Program”).
The Distribution Agreement will allow the Company to distribute up to US$200,000,000 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 Company is not obligated to sell any Offered Shares under the Distribution Agreement. The volume and timing of distributions under the ATM Program, if any, will be determined at the Company’s sole discretion. If sales are made under the ATM Program, the net proceeds of any such sales are anticipated to be used for continued development of the Upper Kobuk Mineral Projects (“UKMP”) in Alaska and for general corporate purposes.
Under the Distribution Agreement, sales of Offered Shares will be made by the Lead Agents through any method that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, on the NYSE American LLC (“NYSE American”) or as otherwise agreed between the Lead Agents and the Company. No sales of Trilogy’s Offered Shares will be made in Canada, to anyone known by the sales agent to be a resident of Canada or over or through the facilities of the Toronto Stock Exchange (the “TSX”) or any other exchange or market in Canada. The Agents are not registered as investment dealers in any Canadian jurisdiction and, accordingly, 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. Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of (i) October 31, 2028 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$200,000,000.
The ATM Program is being made pursuant to a prospectus supplement dated November 7, 2025 to the Company's U.S. automatic shelf registration statement on Form S-3 filed October 31, 2025. The prospectus supplement relating to the ATM Program has been filed with the United States Securities and Exchange Commission (the “SEC”), and is available on EDGAR at www.sec.gov.
The prospectus supplement filed today adds to, updates or otherwise changes information contained in the accompanying prospectus contained in the Company’s automatic shelf registration statement on Form S-3 (File No. 333-291209) filed by Trilogy with the SEC on October 31, 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 Cantor Fitzgerald C Co., Attention: Capital Markets, 110 East 59th Street, 6th floor, New York, New York 10022; by email at prospectus@cantor.com, and from BMO Capital Markets Corp., Attention: Equity Syndicate Department, 151 W. 42nd Street, 32nd Floor, New York, New York 10036; by email at bmoprospectus@bmo.com. 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.
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