Trilogy Metals Inc. Annual Report 2023

FY2023 Annual Report · Trilogy Metals Inc.
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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☒

☐

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended November 30, 2023

OR

For the Transion Period from       to

Commission File Number: 1-35447

TRILOGY METALS INC.
(Exact Name of Registrant as Speciﬁed in Its Charter)

Brish Columbia
(State or Other Jurisdicon of
Incorporaon or Organizaon)

Suite 1150, 609 Granville Street
Vancouver, Brish Columbia
Canada
(Address of Principal Execuve Oﬃces)

98-1006991
(I.R.S. Employer
Idenﬁcaon No.)

V7Y 1G5
(Zip Code)

(604) 638-8088
(Registrant’s Telephone Number, Including Area Code)

Title of Each Class
Common Shares, no par value

Trading Symbol
TMQ

Name of Each Exchange on Which Registered
NYSE AMERICAN

Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securies Act. Yes ☐ No ☒

Securies registered pursuant to Secon 12(g) of the Act: None

Indicate by check mark if the registrant is not required to ﬁle reports pursuant to Secon 13 or Secon 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by Secon 13 or 15(d) of the Securies Exchange Act of 1934 during the preceding 12 months (or for such shorter period

that the registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. Yes  ☒ No ☐

Indicate by check mark whether the registrant has submied electronically every Interacve Data File required to be submied pursuant to Rule 405 of Regulaon S-T during the preceding 12 months (or for such

shorter period that the registrant was required to submit such ﬁles). Yes  ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, a smaller reporng company, or emerging growth company. See the deﬁnions of “large

accelerated ﬁler,” “accelerated ﬁler,” “smaller reporng company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐

Non-accelerated Filer ☒

Accelerated Filer ☐

Smaller reporng company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transion period for complying with any new or revised ﬁnancial accounng standards provided

pursuant to Secon 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has ﬁled a report on and aestaon to its management's assessment of the eﬀecveness of its internal control over ﬁnancial reporng under Secon 404(b) of the

Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounng ﬁrm that prepared or issued its audit report.  ☐

If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether the ﬁnancial statements of the registrant included in the ﬁling reﬂect the correcon of an error to previously issued

ﬁnancial statements. ☐

Indicate by check mark whether any of those error correcons are restatements that required a recovery analysis of incenve-based compensaon received by any of the registrant’s execuve oﬃcers during the

relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As at May 31, 2023, the aggregate market value of the registrant’s Common Shares held by non-aﬃliates was approximately $98.1 million. As of February 9, 2024, the registrant had 159,749,073 Common Shares, no
par value, outstanding.

Certain  porons  of  the  registrant's  deﬁnive  proxy  statement  to  be  ﬁled  with  the  Securies  and  Exchange  Commission  pursuant  to  Regulaon  14A  not  later  than  March  29,  2024,  in  connecon  with  the

registrant’s 2023 annual meeng of shareholders, are incorporated herein by reference into Part III of this Annual Report on Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

    
    
TRILOGY METALS INC.

TABLE OF CONTENTS

Table of Contents

CURRENCY

FORWARD-LOOKING STATEMENTS

PART I

Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.

BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
CYBERSECURITY
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES

PART II

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
[RESERVED]
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

PART III

Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

Item 15.
Item 16.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY

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Unless  the  context  otherwise  requires,  the  words  “we,”  “us,”  “our,”  the  “Company”  and  “Trilogy”  refer  to  Trilogy  Metals  Inc.,  formerly  NovaCopper  Inc.
(“Trilogy” or “Trilogy Metals”), a Brish Columbia corporaon, either alone or together with its subsidiaries as the context requires, as of November 30,
2023.

CURRENCY

All dollar amounts are in United States currency unless otherwise stated. References to C$ or CDN$ refer to Canadian currency, and $ or US$ to United
States currency.

FORWARD-LOOKING STATEMENTS

The  informaon  discussed  in  this  Annual  Report  on  Form  10-K  includes  “forward-looking  informaon”  and  “forward-looking  statements”  within  the
meaning  of  Secon  21E  of  the  Securies  Exchange  Act  of  1934  (the  “Exchange  Act”),  and  applicable  Canadian  securies  laws.  These  forward-looking
statements may include statements regarding perceived merit of properes, exploraon results and budgets, mineral reserves and resource esmates,
work programs, capital expenditures, operang costs, cash ﬂow esmates, producon esmates and similar statements relang to the economic viability
of a project, melines, strategic plans, statements relang ancipated acvity with respect to the Ambler Mining District Industrial Access Project (“Ambler
Access  Project”  or  “AAP”),  the  Company’s  plans  and  expectaons  relang  to  the  Upper  Kobuk  Mineral  Projects  (as  deﬁned  herein),  compleon  of
transacons, market prices for precious and base metals, the results of the NI 43-101 Arcc Report and S-K 1300 Arcc Report (as deﬁned herein), the
ming  of  the  ﬁnal  SEIS  (as  deﬁned  herein)  and  a  Record  of  Decision,  or  other  statements  that  are  not  statements  of  fact.  These  statements  relate  to
analyses and other informaon that are based on forecasts of future results, esmates of amounts not yet determinable and assumpons of management.

Statements  concerning  mineral  resource  esmates  may  also  be  deemed  to  constute  “forward-looking  statements”  to  the  extent  that  they  involve
esmates of the mineralizaon that will be encountered if the property is developed. Any statements that express or involve discussions with respect to
predicons, expectaons, beliefs, plans, projecons, objecves, assumpons or future events or performance (oen, but not always, idenﬁed by words
or phrases such as “expects”, “is expected”, “ancipates”, “believes”, “plans”, “projects”, “esmates”, “assumes”, “intends”, “strategy”, “goals”, “objecves”,
“potenal”, “possible” or variaons thereof or stang that certain acons, events, condions or results “may”, “could”, “would”, “should”, “might” or “will”
be taken, occur or be achieved, or the negave of any of these terms and similar expressions) are not statements of historical fact and may be forward-
looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertaines and other factors that could cause
actual events or results to diﬀer from those reﬂected in the forward-looking statements, including, without limitaon:

● risks related to inability to deﬁne proven and probable reserves;

● risks  related  to  our  ability  to  ﬁnance  the  development  of  our  mineral  properes  through  external  ﬁnancing,  strategic  alliances,  the  sale  of

property interests or otherwise;

● uncertainty as to whether there will ever be producon at the Company’s mineral exploraon and development properes;

● risks related to our ability to commence producon and generate material revenues or obtain adequate ﬁnancing for our planned exploraon

and development acvies;

● risks related to lack of infrastructure including but not limited to the risk whether or not the Ambler Access Project will receive the requisite

permits and, if it does, whether the Alaska Industrial Development and Export Authority (“AIDEA”) will build the AAP;

● risks related to inclement weather which may delay or hinder exploraon acvies at our mineral properes;

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● risks related to our dependence on a third party for the development of our projects;

● none of the Company’s mineral properes are in producon or are under development;

● commodity price ﬂuctuaons;

● uncertainty related to tle to our mineral properes;

● our history of losses and expectaon of future losses;

● risks related to increases in demand for equipment, skilled labor and services needed for exploraon and development of mineral properes and

related cost increases;

● uncertaines  relang  to  the  assumpons  underlying  our  resource  esmates,  such  as  metal  pricing,  metallurgy,  mineability,  marketability  and

operang and capital costs;

● uncertainty related to inferred, indicated and measured mineral resources;

● mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unancipated

diﬃcules with or interrupons in development, construcon or producon;

● uncertainty related to successfully acquiring commercially mineable mineral rights;

● risks and uncertaines relang to the interpretaon of drill results, the geology, grade and connuity of our mineral deposits;

● risks related to governmental regulaon and permits, including environmental regulaon, including the risk that more stringent requirements or

standards may be adopted or applied due to circumstances unrelated to the Company and outside of our control;

● the risk that permits and governmental approvals necessary to develop and operate mines at our mineral properes will not be available on a

mely basis or at all;

● risks related to the need for reclamaon acvies on our properes and uncertainty of cost esmates related thereto;

● risks related to the acquision and integraon of operaons or projects;

● risks related to industry compeon in the acquision of exploraon properes and the recruitment and retenon of qualiﬁed personnel;

● our need to aract and retain qualiﬁed management and technical personnel;

● risks related to conﬂicts of interests of some of our directors and oﬃcers;

● risks related to potenal future ligaon;

● risks related to market events and general economic condions;

● risks related to future sales or issuances of equity securies decreasing the value of exisng Trilogy common shares (“Common Shares”), dilung

vong power and reducing future earnings per share;

● risks related to the vong power of our major shareholders and the impact that a sale by such shareholders may have on our share price;

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● uncertainty as to the volality in the price of the Company’s Common Shares;

● the Company’s expectaon of not paying cash dividends;

● adverse federal income tax consequences for U.S. shareholders should the Company be a passive foreign investment company;

● risks related to global climate change;

● risks related to adverse publicity from non-governmental organizaons;

● uncertainty as to our ability to maintain the adequacy of internal control over ﬁnancial reporng as per the requirements of Secon 404 of the

Sarbanes-Oxley Act (“SOX”);

● increased  regulatory  compliance  costs,  associated  with  rules  and  regulaons  promulgated  by  the  United  States  Securies  and  Exchange
Commission (“SEC”), Canadian Securies Administrators, the NYSE American, the Toronto Stock Exchange (“TSX”), and the Financial Accounng
Standards Boards, and more speciﬁcally, our eﬀorts to comply with the Dodd-Frank Wall Street Reform and Consumer Protecon Act (“Dodd-
Frank”); and

● risks related to the future eﬀects of the COVID-19 pandemic.

This  list  is  not  exhausve  of  the  factors  that  may  aﬀect  any  of  our  forward-looking  statements.  Forward-looking  statements  are  statements  about  the
future and are inherently uncertain, and our actual achievements or other future events or condions may diﬀer materially from those reﬂected in the
forward-looking statements due to a variety of risks, uncertaines and other factors, including, without limitaon, those referred to in this report under
the heading “Risk Factors” and elsewhere.

Our forward-looking statements are based on the beliefs, expectaons and opinions of management on the date the statements are made. In connecon
with the forward-looking statements contained herein, we have made certain assumpons about our business, including about:

● our ability to achieve producon at our Arcc and Bornite Projects (as deﬁned herein);

● the accuracy of our mineral resource esmates;

● the results, costs and ming of future exploraon drilling and engineering;

● ming and receipt of approvals, consents and permits under applicable legislaon;

● the adequacy of our ﬁnancial resources;

● the receipt of third party contractual, regulatory and governmental approvals for the exploraon, development, construcon and producon of

our properes;

● our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;

● connued good relaonships with South32 (as deﬁned below), local communies and other stakeholders;

● there being no signiﬁcant disrupons aﬀecng operaons, whether relang to labor, supply, power, damage to equipment or other maers;

● expected trends and speciﬁc assumpons regarding metal prices and currency exchange rates; and

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● prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels.

We have also assumed that no signiﬁcant events will occur outside of our normal course of business. Although we have aempted to idenfy important
factors  that  could  cause  actual  acons,  events  or  results  to  diﬀer  materially  from  those  described  in  forward-looking  statements,  there  may  be  other
factors that cause acons, events or results not to be as ancipated, esmated or intended. We believe that the assumpons inherent in the forward-
looking statements are reasonable as of the date hereof. However, forward-looking statements are not guarantees of future performance and, accordingly,
undue reliance should not be put on such statements due to the inherent uncertainty therein. We do not assume any obligaon to update forward-looking
statements if circumstances or management’s beliefs, expectaons or opinions should change, except as required by law. For the reasons set forth above,
investors  should  not  place  undue  reliance  on  forward-looking  statements.  All  forward-looking  statements  contained  herein  are  qualiﬁed  by  these
cauonary statements.

Richard Gosse, a Qualiﬁed Person under NI 43-101 and S-K 1300 (as deﬁned herein) and an employee and Vice President Exploraon of the Company has
reviewed and approved the scienﬁc and technical informaon contained in this Annual Report on Form 10-K.

TECHNICAL INFORMATION

Item 1.     BUSINESS

PART I

Our principal business is the exploraon and development of the Upper Kobuk Mineral Projects (“Upper Kobuk Mineral Projects” or  “UKMP” or “UKMP
Projects”)  located  in  the  Ambler  Mining  District  in  Northwest  Alaska,  United  States.  The  Upper  Kobuk  Mineral  Projects  are  held  by  Ambler  Metals  LLC
(“Ambler Metals”), a limited liability company owned equally by Trilogy and South32 Limited (“South32”), and is comprised of the (i) Arcc Project, which
contains a high-grade polymetallic volcanogenic massive sulﬁde (“VMS”) deposit (“Arcc Project”); and (ii) Bornite Project, which contains a carbonate-
hosted copper - cobalt deposit (“Bornite Project”). Our goals include expanding mineral resources and advancing the UKMP Projects through technical,
engineering and feasibility studies so that producon decisions can be made on those projects. Our interest in Ambler Metals is held by a wholly-owned
subsidiary, NovaCopper US Inc. (dba Trilogy Metals US) (“Trilogy Metals US”), registered to do business in the State of Alaska. We also conduct early-stage
exploraon through a wholly owned subsidiary, 995 Exploraon Inc.

Name, Address and Incorporaon

Trilogy Metals Inc. was incorporated on April 27, 2011 under the name NovaCopper Inc. pursuant to the terms of the Business Corporaons Act (Brish
Columbia).  NovaCopper  Inc.  changed  its  name  to  Trilogy  Metals  Inc.  on  September  1,  2016  to  beer  reﬂect  its  diversiﬁed  metals  resource  base.  Our
registered oﬃce is located at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, Brish Columbia, Canada, and our execuve oﬃce is located
at Suite 1150, 609 Granville Street, Vancouver, Brish Columbia, Canada.

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Corporate Organizaon Chart

The following chart depicts our corporate structure together with the jurisdicon of incorporaon of our subsidiaries at November 30, 2023. All ownership
is 100% unless otherwise stated.

On February 11, 2020, the Company’s Upper Kobuk Mineral Projects were transferred to Ambler Metals, a newly incorporated limited liability company
incorporated under the laws of Delaware. Each of Trilogy and South32 hold a 50% interest in Ambler Metals. All mineral resources and mineral reserve
esmates with respect to the Arcc Project and Bornite Project that are disclosed in this Annual Report on Form 10-K are reported on a 100% basis unless
otherwise noted.

Business Cycle

Our business, at its current exploraon phase, is cyclical. Exploraon acvies are conducted primarily during snow-free months in Alaska. The opmum
ﬁeld season at the Upper Kobuk Mineral Projects is from late May to late September. The length of the snow-free season at the Upper Kobuk Mineral
Projects varies from about May through November at lower elevaons and from July through September at higher elevaons.

Trilogy’s Strategy

Our business strategy is focused on creang value for stakeholders through our ownership and advancement of the Arcc Project and exploraon and
advancement of the Bornite Project with our joint venture partner, South32, and through the pursuit of similarly aracve mining projects. We plan to:

● advance  the  Arcc  Project  towards  development  with  key  acvies  including  increased  deﬁnion  of  the  NI  43-101  and  S-K  1300  mineral
resources  and  reserves  contained  in  the  Arcc  FS,  addional  metallurgical  and  geotechnical  studies  and  the  advancement  of  baseline
environmental studies;

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● advance  exploraon  in  the  Ambler  Mining  District  and,  in  parcular,  at  the  Bornite  Project,  pursuant  to  the  NANA  Agreement  (as  more
parcularly  described  under  “History  of  Trilogy  –  Agreement  with  NANA  Regional  Corporaon”)  through  resource  development  and  inial
technical studies; and

● pursue project level or corporate transacons that are value accreve.

Signiﬁcant Developments in 2023

● On January 25, 2023, the Company announced the second set of drilling results from the 2022 ﬁeld season at the Upper Kobuk Mineral Projects

and on February 27, 2023, the Company announced the third set of drilling results from the 2022 ﬁeld season at the UKMP.

● On February 14, 2023, the Company announced an updated feasibility study technical report for the Arcc Project and an updated resource for
the Bornite Project, and ﬁled NI 43-101 technical reports for both projects with the Canadian securies regulators.  In addion, the Company
announced technical report summaries for both projects prepared in accordance with S-K 1300 and which were ﬁled as exhibits with the annual
report on Form 10-K.

● On April 25, 2023, the Company completed non-brokered private placement of 5,854,545 Common Shares at a price of $0.55 per Common Share

for gross proceeds of $3.2 million. Aer legal and stock exchange fees, the Company received net proceeds of $3.1 million.

● On September 11, 2023 the Company provided an update on the acvies at the UKMP with the Bornite camp opening.

● On October 19, 2023, the Company announced that the United States Bureau of Land Management’s (“BLM”) had ﬁled the dra Supplemental
Environmental Impact Statement (“SEIS”) on its website hps://eplanning.blm.gov/eplanning-ui/project/57323/570 and ancipated being in the
federal  register  on  October  20,  2023.  The  dra  SEIS  was  open  for  a  60-day  public  comment  period,  unl  December  19,  2023.  The  BLM
reconﬁrmed they ancipate a ﬁnal SEIS is expected in the ﬁrst quarter of 2024, and a Record of Decision within the second quarter of 2024.

Signiﬁcant Developments in 2022

● On January 11, 2022, the Company announced the 2022 program and budget of approximately $28.5 million for the advancement of the UKMP

located in Northwestern Alaska. The budget was 100% funded by Ambler Metals.

● On January 20, 2022, the Company announced an updated mineral resource for the Bornite Project.

● On February 7, 2022, the Company announced that the AIDEA had formally approved the proposed plan and budget for the 2022 summer ﬁeld
season acvies and services of up to $30.8 million for the Ambler Access Project.  The cost was shared 50/50 by AIDEA and Ambler Metals.

● On February 23, 2022, the Company announced that the United States Department of the Interior (“DOI”) ﬁled a moon to remand the Final
Environmental  Impact  Statement  (“FEIS”)  and  suspend  the  right-of-way  permits  issued  to  AIDEA  for  the  Ambler  Access  Project.  The  DOI  has
stated that the suspension of the road permits will allow it to carry out addional supplemental work on the FEIS.  The moon also indicated that
the DOI has requested that the lawsuits ﬁled against the DOI by a coalion of naonal and Alaska environmental non-government organizaons
be suspended.  The lawsuits had been ﬁled in response to the BLM issuance of the Joint Record of Decision (“JROD”), that authorized a right-of-
way across federally managed lands for AIDEA and the AAP.

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● On June 8, 2022, the Company announced that Ambler Metals had commenced mobilizaon for the upcoming exploraon ﬁeld program at the

UKMP.

● On  September  21,  2022,  the  Company  announced  that  the  BLM  had  published  in  the  Federal  Register  a  Noce  of  Intent  (“NOI”)  that  it  will

prepare the SEIS for the proposed Ambler Mining District Industrial Access Road. The NOI indicates that:

● The BLM will accept comments related to the SEIS for 45 days so that the BLM can determine which, if any, addional impacts and
resources  related  to  idenﬁed  deﬁciencies  should  be  more  thoroughly  assessed  to  facilitate  integrang  the  BLM’s  Naonal
Environmental Policy Act (“NEPA”) analysis with its ongoing Alaska Naonal Interest Lands Conservaon Act Secon 810 and Naonal
Historic Preservaon Act Secon 106 processes;

● Input by Alaska Nave Tribes and Corporaons will connue to be of crical importance and that BLM will connue to consult with

these enes under applicable guidance; and

● Preparaon of the SEIS in compliance with NEPA will addionally help the BLM to fulﬁll its obligaons under applicable law.

● On November 23, 2022, the Company announced that the BLM submied a status report in accordance with the Voluntary Remand dated May
17, 2022 stang that the comment period ended on November 4, 2022 for the scoping process of the SEIS and that the BLM currently ancipates
publishing a dra SEIS during the second quarter of calendar year 2023, which will be open for public comment upon publicaon. The BLM also
ancipates publishing a ﬁnal SEIS, conducng ﬁnal pre-decision consultaon with Alaska Nave Tribes and Corporaons, and issuing a Record of
Decision, all within the fourth quarter of calendar year 2023.

Signiﬁcant Developments in 2021

● On January 6, 2021, the BLM, the Naonal Park Service and the AIDEA signed Right-of-Way agreements giving AIDEA the ability to cross federally
owned and managed lands along the route for the Ambler Road Project approved in the Joint Record of Decision. The agreements grant a 50-
year  right-of-way  on  federally  owned  and  managed  land  by  the  federal  agencies  for  the  future  development  of  the  Ambler  Mining  District
Industrial Access Road. The authorizing documents with the two agencies are the ﬁnal federal permits required for the Ambler Road Project.

● In a press release dated February 11, 2021, the Company announced its approval for Ambler Metals to enter into an Ambler Access Development
Agreement  (the  “Development  Agreement”)  with  AIDEA.  The  Development  Agreement  deﬁnes  how  AIDEA  and  Ambler  Metals  will  work
cooperavely together on the pre-development work for the Ambler Access Project to address funding and oversight of the project’s feasibility
and perming acvies unl the pares reach a decision on the construcon of the project. The cost of the pre-development work and acvies
will be paid 50% by AIDEA and 50% by Ambler Metals based on an annually agreed program and budget. Under the Development Agreement,
Ambler Metals and AIDEA agree to contribute up to $35 million each for pre-development costs of the Ambler Access Project through December
31, 2024.

● In a press release dated April 19, 2021, the Company announced that the AIDEA had formally approved the proposed plan and budget for the
2021 summer ﬁeld season acvies and services of up to $13 million for the Ambler Access Project. The cost was to be shared 50/50 by AIDEA
and  Ambler  Metals.  The  Board  of  AIDEA  authorized  up  to  $6.5  million  for  ﬁeld  season  acvies.  These  funds  were  to  be  matched  by  up  to
another $6.5 million from Ambler Metals under the terms of the Ambler Access Development Agreement that was approved by the AIDEA Board
on February 10, 2021 and subsequently executed by both pares, resulng in a total budget for 2021 of up to $13 million. The AAP is a proposed
211-mile, east-west running controlled industrial access road that would provide industrial access to the Ambler Mining District in northwestern
Alaska.

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● In  a  press  release  dated  May  17,  2021,  the  Company  announced  that  Ambler  Metals  had  ﬁnalized  the  details  of  the  2021  exploraon  ﬁeld
program  at  the  UKMP  for  the  previously  approved  $27  million  exploraon  budget.  The  exploraon  program  was  aligned  with  a  strategy
developed by the Company and South32 which priorizes the exploraon budget within the UKMP. The strategy deﬁnes a program that advances
the  highest  priority  projects  and  exploraon  targets,  both  VMS  and  Carbonate-Hosted  Copper  (“CHC”),  ranging  from  early-stage  geophysical
anomalies that were idenﬁed during the 2019 airborne Versale Time Domain Electromagnec (“VTEM”) survey to advanced VMS and CHC
prospects with historical resources. The site camp opened on June 1, 2021.

History of Trilogy

Spin-Out

We  were  formerly  a  wholly-owned  subsidiary  of  NovaGold  Resources  Inc.  (“NovaGold”).  In  April  2012,  Trilogy  Common  Shares  were  distributed  to
NovaGold shareholders pursuant to a Plan of Arrangement under the Companies Act (Nova Scoa) and were listed and posted for trading on the TSX and
on the NYSE American.

Name Change

We changed our corporate name to Trilogy Metals Inc. from NovaCopper Inc. in 2016 to beer reﬂect the diversity of minerals at our UKMP Projects. On
September 8, 2016, upon the opening of the markets our shares began trading on the TSX and the NYSE American under the symbol “TMQ”.

Agreement with NANA Regional Corporaon

On October 19, 2011, NANA Regional Corporaon, Inc. (“NANA”), an Alaska Nave Corporaon headquartered in Kotzebue, Alaska, and Trilogy Metals US
entered an Exploraon Agreement and Opon Agreement (as amended, the “NANA Agreement”) for the cooperave development of NANA’s respecve
resource  interests  in  the  Ambler  Mining  District  of  Northwest  Alaska.  Upon  the  formaon  of  Ambler  Metals,  the  Company  assigned  its  rights  and
obligaons  under  the  NANA  Agreement  to  Ambler  Metals.    The  NANA  Agreement  consolidates  Ambler  Metals’  and  NANA’s  land  holdings  into  an
approximately 142,831-hectare land package and provides a framework for the exploraon and any future development of this high-grade and prospecve
poly-metallic belt.

The NANA Agreement grants Ambler Metals the nonexclusive right to enter on, and the exclusive right to explore, the Bornite lands and the Alaska Nave
Claims Selement Act (“ANCSA”) lands (each as deﬁned in the NANA Agreement) and in connecon therewith, to construct and ulize temporary access
roads, camps, airstrips and other incidental works.  In consideraon for this right, Trilogy Metals US previously paid to NANA $4 million in cash.  Ambler
Metals is also required to make payments to NANA for scholarship purposes in accordance with the terms of the NANA Agreement.  Ambler Metals has
further agreed to use reasonable commercial eﬀorts to train and employ NANA shareholders to perform work for Ambler Metals in connecon with its
operaons on the Bornite lands, ANCSA lands and Ambler lands (as deﬁned in the NANA Agreement) (collecvely, the “Lands”). The NANA Agreement has
a term of 20 years, with an opon in favour of Ambler Metals to extend the term for an addional 10 years. The NANA Agreement may be terminated by
mutual agreement of the pares or by NANA if Ambler Metals does not meet certain expenditure requirements on the Bornite lands and ANCSA lands.

If, following receipt of a feasibility study and the release for public comment of a related dra environmental impact statement, Ambler Metals decides to
proceed with construcon of a mine on the Lands, Ambler Metals will nofy NANA in wring and NANA will have 120 days to elect to either (a) exercise a
non-transferrable back-in-right to acquire an undivided ownership interest between 16% and 25% (as speciﬁed by NANA) of that speciﬁc project; or (b) not
exercise  its  back-in-right,  and  instead  receive  a  net  proceeds  royalty  equal  to  15%  of  the  net  proceeds  realized  by  Ambler  Metals  from  such  project
(following the recoupment by Ambler Metals of all costs incurred, including operang, capital and carrying costs). The cost to exercise such back-in-right is
equal to the percentage interest in the project mulplied by the diﬀerence between (i) all costs incurred by Ambler Metals or its aﬃliates on the project,
including historical costs

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incurred prior to the date of the NANA Agreement together with interest on the costs; and (ii) $40 million (subject to excepons). This amount will be
payable by NANA to Ambler Metals in cash at the me the pares enter into a joint venture agreement and in no event will the amount be less than zero.

In the event that NANA elects to exercise its back-in-right, the pares will as soon as reasonably praccable form a joint venture, with NANA’s interest
being between 16% to 25% and Ambler Metals owning the balance of the interest in the joint venture. Upon formaon of the joint venture, the joint
venture will assume all of the obligaons of Ambler Metals and be entled to all the beneﬁts of Ambler Metals under the NANA Agreement in connecon
with the mine to be developed and the related Lands. A party’s failure to pay its proporonate share of costs in connecon with the joint venture will
result in diluon of its interest. Each party will have a right of ﬁrst refusal over any proposed transfer of the other party’s interest in the joint venture other
than to an aﬃliate or for the purposes of granng security.  A transfer by either party of any net proceeds royalty interest in a project other than for
ﬁnancing purposes will also be subject to a ﬁrst right of refusal. A transfer of NANA’s net smelter return on the Lands is subject to a ﬁrst right of refusal by
Ambler Metals.

In connecon with possible development of a mine on the Bornite lands or ANCSA lands, Ambler Metals and NANA will execute a mining lease to allow
Ambler Metals or the joint venture to construct and operate a mine on the Bornite lands or ANCSA lands. These leases will provide NANA a 2% net smelter
royalty  as  to  producon  from  the  Bornite  lands  and  a  2.5%  net  smelter  royalty  as  to  producon  from  the  ANCSA  lands.  If  Ambler  Metals  decides  to
proceed with construcon of a mine on the Ambler lands, NANA will enter into a surface use agreement with Ambler Metals which will aﬀord Ambler
Metals access to the Ambler lands along routes approved by NANA on the Bornite lands or ANCSA lands. In consideraon for the grant of such surface use
rights, Ambler Metals will grant NANA a 1% net smelter royalty on producon and an annual payment of $755 per acre as adjusted for inﬂaon each year
beginning with the second anniversary of the eﬀecve date of the NANA Agreement and for each of the ﬁrst 400 acres (and $100 for each addional acre)
of the lands owned by NANA and used for access which are disturbed and not reclaimed.

Ambler  Metals  has  formed  an  oversight  commiee  with  NANA,  which  consists  of  four  representaves  from  each  of  Ambler  Metals  and  NANA  (the
“Oversight Commiee”). The Oversight Commiee is responsible for certain planning and oversight maers carried out by us under the NANA Agreement.
 The planning and oversight maers that are the subject of the NANA Agreement will be determined by majority vote.  The representaves of each of
Ambler Metals and NANA aending a meeng will have one vote in the aggregate and in the event of a e, the Ambler Metals representaves jointly shall
have a deciding vote on all maers other than Subsistence Maers, as that term is deﬁned in the NANA Agreement.  There shall be no deciding vote on
Subsistence Maers and Ambler Metals may not proceed with such maers unless approved by majority vote of the Oversight Commiee or with the
consent of NANA, such consent not to be unreasonably withheld or delayed.

Principal Markets

We do not currently have a principal market. Our principal objecve is to become a producer of copper.

Specialized Skill and Knowledge

All aspects of our business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, mining and accounng. See
“Execuve Oﬃcers of Trilogy” for details as to the speciﬁc skills and knowledge of our directors and management.

Environmental Protecon

Mining is an extracve industry that impacts the environment.  Along with our joint venture partner, South32, our goal is to evaluate ways to minimize that
impact and to develop safe, responsible and proﬁtable operaons by developing natural resources for the beneﬁt of our employees, shareholders and
communies and maintain high standards for environmental performance at the UKMP Projects.  We strive to meet or exceed environmental standards at
the UKMP Projects.  One way Ambler Metals does this is through collaboraons with local communies in Alaska, including Nave

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Alaskan  groups.    Ambler  Metals’  environmental  performance  will  be  overseen  at  the  Ambler-board  and  Trilogy-board  level  and  environmental
performance  is  the  responsibility  of  the  project  manager.  All  new  acvies  and  operaons  will  be  managed  for  compliance  with  applicable  laws  and
regulaons.  In the absence of regulaon, best management pracces will be applied to manage environmental risk. Furthermore, we will strive to limit
releases to the air, land or water and appropriately treat and dispose of waste.

For a more detailed discussion of the various government laws and regulaons applicable to our operaons and potenal negave eﬀects of these laws
and regulaons, see Item 1A. Risk Factors, and Item 2 Properes, Environmental, Perming, Social and Closure Consideraons below.

Employees

As of November 30, 2023, we had 5 full-me employees, all except our CEO, were employed at our execuve oﬃce in Vancouver, BC.  We have entered
into execuve employment agreements with the CEO and CFO (each as deﬁned herein).  

Informaon About Our Execuve Oﬃcers

As of November 30, 2023, we had two execuve oﬃcers, namely Tony Giardini and Elaine Sanders.  The following informaon is presented as of November
30, 2023.

Name and Residence
Tony Giardini
Rome, Italy
Director, President and Chief
Execuve Oﬃcer
Elaine Sanders
Brish Columbia, Canada
VP, Chief Financial Oﬃcer and
Corporate Secretary

     Age     
64 

Held Oﬃce Since
June 1, 2020(1)

54 

January 30, 2012(2)

Business Experience During Past Five Years
Chief Execuve Oﬃcer of Trilogy (2020 – present);
President of Ivanhoe Mines Ltd. (May 2019 –
March 2020); Chief Financial Oﬃcer of Kinross
Gold Corporaon (December 2012 - April 2019)
Vice President and Chief Financial Oﬃcer of Trilogy
(2012 – present); Corporate Secretary of Trilogy
(2011 – present)

(1) Mr. Giardini was appointed President and Chief Execuve Oﬃcer on June 1, 2020.
(2) Ms. Sanders was appointed Chief Financial Oﬃcer on January 30, 2012. She became a full-me employee of the Company on November 13, 2012.

Compeve Condions

The  mineral  exploraon  and  development  industry  is  compeve  in  all  phases  of  exploraon,  development  and  producon.  There  is  a  high  degree  of
compeon faced by us in Alaska and elsewhere for skilled management employees, suitable contractors for drilling operaons, technical and engineering
resources,  and  necessary  exploraon  and  mining  equipment,  and  many  of  these  competor  companies  have  greater  ﬁnancial  resources,  operaonal
experse, and/or more advanced properes than us. Addionally, our operaons are in a remote locaon where skilled resources and support services are
limited. We have in place experienced management personnel and connue to evaluate the required experse and skills to carry out our operaons. As a
result of this compeon, we may be unable to achieve our exploraon and development in the future on terms we consider acceptable or at all. See
“Item 1A. Risk Factors.”

Available Informaon

We make available, free of charge, on or through our website, at www.trilogymetals.com our Annual Report on Form 10-K, which includes our audited
ﬁnancial statements, our Quarterly Reports on Form 10-Q, and our Current Reports on

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Form 8-K and amendments to those reports ﬁled or furnished pursuant to Secon 13(a) or 15(d) of the Exchange Act. The SEC maintains a website that
contains  reports,  proxy  and  informaon  statements,  and  other  informaon  at  www.sec.gov.  Our  website  and  the  informaon  contained  therein  or
connected thereto are not intended to be, and are not incorporated into this Annual Report on Form 10-K.

Item 1A.  RISK FACTORS

Invesng in our securies is speculave and involves a high degree of risk due to the nature of our business and the present stage of exploraon of our
mineral properes. The following risk factors, as well as risks currently unknown to us, could materially adversely aﬀect our future business, operaons
and ﬁnancial condion and could cause them to diﬀer materially from the esmates described in forward-looking informaon relang to Trilogy, or our
business, property or ﬁnancial results, each of which could cause purchasers of securies to lose all or part of their investments.

Risks Related to the future of the COVID Pandemic

The outbreak of the coronavirus (COVID-19) may aﬀect our operaons.

The Company faces risks related to health epidemics and other outbreaks of communicable diseases, which could signiﬁcantly disrupt its operaons and
may materially and adversely aﬀect its business and ﬁnancial condions.

The  Company’s  business  could  be  adversely  impacted  by  the  eﬀects  of  the  coronavirus  or  other  epidemics.  In  December  2019,  a  novel  strain  of  the
coronavirus (“COVID-19”) emerged in China and the virus has now spread around the world, including Canada and the U.S. The extent to which COVID-19
impacts  the  Company’s  business,  including  exploraon  and  development  acvies  at  Ambler  Metals  and  the  market  for  its  securies,  will  depend  on
future developments, which are uncertain and cannot be predicted at this me, and include the duraon, severity and scope of the outbreak and the
acons  taken  to  contain  or  treat  the  coronavirus  outbreak.  In  parcular,  the  connued  spread  of  the  coronavirus  and  travel  and  other  restricons
established to curb the spread of the COVID-19, has and could connue to materially and adversely impact the Company’s business including without
limitaon, the planned exploraon programs at Ambler Metals, employee health, workforce producvity, increased insurance premiums, limitaons on
travel, the availability of industry experts and personnel, the ming to process drill and other metallurgical tesng, interrupon of supplies from third
pares upon which the Company relies  and other factors that will depend on future developments beyond the Company’s control, which may have a
material and adverse eﬀect on the its business, ﬁnancial condion and results of operaons.

There can be no assurance that the Company's personnel will not be impacted by these pandemic diseases and ulmately see its workforce producvity
reduced or incur increased medical costs or insurance premiums as a result of these health risks.

Risks Related to the Company’s Mineral Properes

We may not have suﬃcient funds to develop our mineral projects or to complete further exploraon programs.

We  have  limited  ﬁnancial  resources.  We  currently  generate  no  mining  operang  revenue  and  must  primarily  ﬁnance  exploraon  acvity  and  the
development of mineral projects by other means. Although South32 funded Ambler Metals in the amount of US$145 million upon formaon of the joint
venture in 2020, in the future, once our share of such amount has been expended or we wish to acquire any other properes outside of Ambler Metals,
our ability to connue exploraon, development and producon acvies, if any, will depend on our ability to obtain addional external ﬁnancing. Any
unexpected costs, problems or delays could severely impact our ability to connue exploraon and development acvies. The failure to meet ongoing
obligaons on a mely basis could result in a loss or a substanal diluon of our interests in projects.

The sources of external ﬁnancing that we may use for these purposes include project or bank ﬁnancing or public or private oﬀerings of equity and debt. In
addion, we may enter into one or more strategic alliances or joint ventures, in

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addion to our joint venture with South32, sell marketable securies held by the Company, decide to sell certain property interests, or ulize one or a
combinaon of all of these alternaves. The ﬁnancing alternave we choose may not be available on acceptable terms, or at all. If addional ﬁnancing is
not available, we may have to postpone further exploraon or development of, or sell our interest in, one or more of our principal properes.

Even if one of our mineral projects is determined to be economically viable to develop into a mine, such development may not be successful.

If the development of one of our projects is found to be economically feasible and approved by our board of directors (the “Board”) and in the case of the
UKMP Projects, by our joint venture partner, South32, such development will require obtaining permits and ﬁnancing, the construcon and operaon of
mines, processing plants and related infrastructure, including road access. As a result, we are and will connue to be subject to all of the risks associated
with establishing new mining operaons, including:

● the ming and cost, which can be considerable, of the construcon of mining and processing facilies and related infrastructure;

● the availability and cost of skilled labor and mining equipment;

● the availability and cost of appropriate smelng and reﬁning arrangements;

● the need to obtain necessary environmental and other governmental approvals and permits and the ming of the receipt of those approvals and

permits;

● the availability of funds to ﬁnance construcon and development acvies;

● potenal  opposion  from  non-governmental  organizaons,  environmental  groups  or  local  groups  which  may  delay  or  prevent  development

acvies; and

● potenal increases in construcon and operang costs due to changes in the cost of fuel, power, materials and supplies.

The costs, ming and complexies of developing our projects may be greater than ancipated because our property interests are not located in developed
areas,  and,  as  a  result,  our  property  interests  are  not  currently  served  by  appropriate  road  access,  water  and  power  supply  and  other  support
infrastructure.  Cost  esmates  may  increase  signiﬁcantly  as  more  detailed  engineering  work  is  completed  on  a  project.  It  is  common  in  new  mining
operaons  to  experience  unexpected  costs,  problems  and  delays  during  construcon,  development  and  mine  start-up.  In  addion,  delays  in  the  early
stages of mineral producon oen occur. Accordingly, we cannot provide assurance that we will ever achieve, or that our acvies will result in, proﬁtable
mining operaons at the UKMP Projects or any other property that we may acquire.

In addion, there can be no assurance that our mineral exploraon acvies will result in any discoveries of new mineralizaon. If further mineralizaon is
discovered there is also no assurance that the mineralizaon would be economical for commercial producon. Discovery of mineral deposits is dependent
upon a number of factors and signiﬁcantly inﬂuenced by the technical skill of the exploraon personnel involved. The commercial viability of a mineral
deposit is also dependent upon a number of factors which are beyond our control, including the aributes of the deposit, commodity prices, government
policies and regulaon and environmental protecon.

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The  Upper  Kobuk  Mineral  Projects  are  located  in  a  remote  area  of  Alaska,  and  access  to  them  is  limited.  Exploraon  and  any  future  development  or
producon acvies may be limited and delayed by infrastructure challenges, inclement weather and a shortened exploraon season.

We cannot provide assurances that the proposed AAP that would provide access to the Ambler Mining District will be built, that it will be built in a mely
manner, that the cost of accessing the proposed road will be reasonable, that it will be built in the manner contemplated, or that it will suﬃciently sasfy
the requirements of the Upper Kobuk Mineral Projects. The proposed AAP requires signiﬁcant perming and approvals, and the JROD issued in 2020 is
currently  subject  to  lawsuits  which  could  delay  or  prevent  the  project.  Further,  changes  in  the  U.S.  federal  administraon  may  result  in  changes  in
interpretaons or priories which may further delay or prevent the proposed AAP.

In  addion,  successful  development  of  the  Upper  Kobuk  Mineral  Projects  will  require  the  development  of  the  necessary  infrastructure.  If  adequate
infrastructure is not available in a mely manner, there can be no assurance that:

● the development of the Upper Kobuk Mineral Projects will be commenced or completed on a mely basis, if at all;

● the resulng operaons will achieve the ancipated producon volume; or

● the  construcon  costs  and  operang  costs  associated  with  the  development  of  the  Upper  Kobuk  Mineral  Projects  will  not  be  higher  than

ancipated.

As the Upper Kobuk Mineral Projects are located in a remote area, exploraon, development and producon acvies may be limited and delayed by
inclement weather and a shortened exploraon season. The exploraon of the UKMP Projects has also been impacted by COVID-19. See “Risks Related to
the future of COVID-19” above.

We are dependent on a third party that parcipates in exploraon and development of our Upper Kobuk Mineral Projects.

In December 2019, South32 exercised its opon to acquire a 50% interest in Ambler Metals. The formaon of Ambler Metals was completed in February
2020 and Ambler Metals now owns the Upper Kobuk Mineral Projects. Our success with respect to the Upper Kobuk Mineral Projects depends on the
eﬀorts and experse of South32 with whom we have contracted; we hold a 50% interest and the remaining 50% interest is held by South32, who is not
under our control or direcon. We are dependent on them for the progress and development of the Upper Kobuk Mineral Projects. South32 may also have
diﬀerent priories which could impact the ming and cost of development of the Upper Kobuk Mineral Projects.  The third party may also be in default of
its agreement with us, without our knowledge, which may put the mineral property and related assets at risk. The existence or occurrence of one or more
of the following circumstances and events could have a material adverse impact on our ability to achieve our business plan, proﬁtability, or the viability of
our interests held with the third party, which could have a material adverse impact on our business, future cash ﬂows, earnings, results of operaons and
ﬁnancial condion: (i) disagreement with our business partner on how to develop and operate the Upper Kobuk Mineral Projects eﬃciently; (ii) inability to
exert inﬂuence over certain strategic decisions made in respect of the jointly-held Upper Kobuk Mineral Projects; (iii) inability of our business partner to
meet its obligaons to the joint business or third pares; and (iv) ligaon with our business partner regarding joint business maers.

We have no history of producon and no revenue from mining operaons.

We  have  a  very  limited  history  of  operaons  and  to  date  have  generated  no  revenue  from  mining  operaons.  As  such,  we  are  subject  to  many  risks
common to such enterprises, including under-capitalizaon, cash shortages, limitaons with respect to personnel, ﬁnancial and other resources and lack
of signiﬁcant revenues. There is no assurance that the Upper Kobuk Mineral Projects, or any other future projects will be commercially mineable, and we
may never generate revenues from our mining operaons.

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Changes  in  the  market  price  of  copper,  zinc  and  other  metals,  which  in  the  past  have  ﬂuctuated  widely,  will  aﬀect  our  ability  to  ﬁnance  connued
exploraon and development of our projects and aﬀect our operaons and ﬁnancial condion.

Our long-term viability will depend, in large part, on the market price of copper, zinc and other metals. The market prices for these metals are volale and
are aﬀected by numerous factors beyond our control, including:

● global or regional consumpon paerns;

● the supply of, and demand for, these metals;

● speculave acvies;

● the availability and costs of metal substutes;

● expectaons for inﬂaon; and

● polical and economic condions, including interest rates and currency values.

We cannot predict the eﬀect of these factors on metal prices. A decrease in the market price of copper, zinc and other metals could aﬀect our ability to
raise  funds  to  ﬁnance  the  exploraon  and  development  of  any  of  our  mineral  projects,  which  would  have  a  material  adverse  eﬀect  on  our  ﬁnancial
condion  and  results  of  operaons.  The  market  price  of  copper,  zinc  and  other  metals  may  not  remain  at  current  levels.  In  parcular,  an  increase  in
worldwide  supply,  and  consequent  downward  pressure  on  prices,  may  result  over  the  longer  term  from  increased  copper  producon  from  mines
developed or expanded as a result of current metal price levels. There is no assurance that a proﬁtable market may exist or connue to exist.

Title and other rights to our properes may be subject to challenge.

We cannot provide assurance that tle to our properes will not be challenged. We (through our interest in Ambler Metals) indirectly own mineral claims
which constute our property holdings. We may not have, or may not be able to obtain, all necessary surface rights to develop a property. Title insurance
is generally not available for mineral properes and our ability to ensure that we have obtained a secure claim to individual mining properes may be
severely constrained. Our mineral properes may be subject to prior unregistered agreements, transfers or claims, and tle may be aﬀected by, among
other  things,  undetected  defects.  We  have  not  conducted  surveys  of  all  of  the  claims  in  which  we  hold  direct  or  indirect  interests.  A  successful  claim
contesng our tle to a property will cause us to lose our rights to explore and, if warranted, develop that property or undertake or connue producon
thereon. This could result in our not being compensated for our prior expenditures relang to the property. In addion, our ability to connue to explore
and develop the property may be subject to agreements with other third pares including agreements with nave corporaons and ﬁrst naons groups,
for instance, the lands at the Upper Kobuk Mineral Projects are subject to the NANA Agreement (as more parcularly described under "History of Trilogy -
Agreement with NANA Regional Corporaon").

We will incur losses for the foreseeable future.

We expect to incur losses unless and unl such me as our mineral projects generate suﬃcient revenues to fund connuing operaons. The exploraon
and development of our mineral properes will require the commitment of substanal ﬁnancial resources that may not be available.

The amount and ming of expenditures will depend on a number of factors, including the progress of ongoing exploraon and development, the results of
consultants’ analyses and recommendaons, the rate at which operang losses are incurred, the execuon of any joint venture agreements with strategic
partners  and  the  acquision  of  addional  property  interests,  some  of  which  are  beyond  our  control.  We  cannot  provide  assurance  that  we  will  ever
achieve proﬁtability.

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High metal prices in past years have encouraged increased mining exploraon, development and construcon acvity, which has increased demand for,
and cost of, exploraon, development and construcon services and equipment.

The relave strength of metal prices in past years has encouraged increases in mining exploraon, development and construcon acvies around the
world, which has resulted in increased demand for, and cost of, exploraon, development and construcon services and equipment. Increased demand for
and cost of services and equipment could result in delays if services or equipment cannot be obtained in a mely manner due to inadequate availability
and  may  cause  scheduling  diﬃcules  due  to  the  need  to  coordinate  the  availability  of  services  or  equipment,  any  of  which  could  materially  increase
project exploraon, development and/or construcon costs.

Risks Relang to the Mining Industry and Mineral Reserves

Mineral resource and reserve calculaons are only esmates.

Any ﬁgures presented for mineral resources or reserves in this Form 10-K and in our other ﬁlings with securies regulatory authories and those which
may be presented in the future are and will only be esmates. There is a degree of uncertainty aributable to the calculaon of mineral reserves and
mineral resources. Unl mineral reserves or mineral resources are actually mined and processed, the quanty of metal and grades must be considered as
esmates only and no assurances can be given that the indicated levels of metals will be produced. In making determinaons about whether to advance
any of our projects to development, we must rely upon esmated calculaons as to the mineral resources or reserves and grades of mineralizaon on our
properes.

The esmang of mineral reserves and mineral resources is a subjecve process that relies on the judgment of the persons preparing the esmates. The
process  relies  on  the  quanty  and  quality  of  available  data  and  is  based  on  knowledge,  mining  experience,  analysis  of  drilling  results  and  industry
pracces.  Valid  esmates  made  at  a  given  me  may  signiﬁcantly  change  when  new  informaon  becomes  available.  While  we  believe  that  the  mineral
resource esmates included in this Form 10-K for the Upper Kobuk Mineral Projects are well-established and reﬂect management’s best esmates, by their
nature  mineral  resource  esmates  are  imprecise  and  depend,  to  a  certain  extent,  upon  analysis  of  drilling  results  and  stascal  inferences  that  may
ulmately prove to be inaccurate. There can be no assurances that actual results will meet the esmates contained in feasibility studies or pre-feasibility
studies. As well, further studies are required.

Esmated  mineral  reserves  or  mineral  resources  may  have  to  be  recalculated  based  on  changes  in  metal  prices,  further  exploraon  or  development
acvity or actual producon experience. This could materially and adversely aﬀect esmates of the volume or grade of mineralizaon, esmated recovery
rates or other important factors that inﬂuence mineral reserve or mineral resource esmates. The extent to which mineral resources may ulmately be
reclassiﬁed as mineral reserves is dependent upon the demonstraon of their proﬁtable recovery. Any material changes in mineral resource esmates and
grades  of  mineralizaon  will  aﬀect  the  economic  viability  of  placing  a  property  into  producon  and  a  property’s  return  on  capital.  We  cannot  provide
assurance that mineralizaon can be mined or processed proﬁtably.

Our mineral resource esmates have been determined and valued based on assumed future metal prices, cut-oﬀ grades and operang costs that may
prove to be inaccurate. Extended declines in market prices for copper, zinc, lead, gold and silver may render porons of our mineralizaon uneconomic
and result in reduced reported mineral resources, which in turn could have a material adverse eﬀect on our results of operaons or ﬁnancial condion. We
cannot provide assurance that mineral recovery rates achieved in small scale tests will be duplicated in large scale tests under on-site condions or in
producon scale.

A reducon in any mineral reserves that may be esmated by us could have an adverse impact on our future cash ﬂows, earnings, results of operaons
and  ﬁnancial  condion.  No  assurances  can  be  given  that  any  mineral  resource  esmates  for  the  Upper  Kobuk  Mineral  Projects  will  ulmately  be
reclassiﬁed as mineral reserves. See “Cauonary Note to United States Investors.”

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Signiﬁcant uncertainty exists related to inferred mineral resources.

There is a risk that inferred mineral resources referred to in this Form 10-K cannot be converted into measured or indicated mineral resources as there
may  be  limited  ability  to  assess  geological  connuity.  It  is  reasonably  expected  that  the  majority  of  inferred  mineral  resources  could  be  upgraded  to
indicated mineral resources with connued exploraon. See “Cauonary Note to United States Investors.”

Mining is inherently risky and subject to condions or events beyond our control.

The development and operaon of a mine is inherently dangerous and involves many risks that even a combinaon of experience, knowledge and careful
evaluaon may not be able to overcome, including:

● unusual or unexpected geological formaons;

● metallurgical and other processing problems;

● metal losses;

● environmental hazards;

● power outages;

● labor disrupons;

● industrial accidents;

● periodic interrupons due to inclement or hazardous weather condions;

● ﬂooding, explosions, ﬁre, rockbursts, cave-ins and landslides;

● mechanical equipment and facility performance problems; and

● the availability of materials and equipment.

These risks could result in damage to, or destrucon of, mineral properes, producon facilies or other properes, personal injury or death, including to
our employees, environmental damage, delays in mining, increased producon costs, asset write downs, monetary losses and possible legal liability. We
may not be able to obtain insurance to cover these risks at economically feasible premiums, or at all. The Company's insurance premiums have increased
in recent years and in other circumstances the scope of insurance coverage has been reduced. The Company also expects insurance premiums to increase
due to the impacts of COVID-19. Insurance against certain environmental risks, including potenal liability for polluon and other hazards associated with
mineral exploraon and producon, is not generally available to companies within the mining industry. We may suﬀer a material adverse eﬀect on our
business if we incur losses related to any signiﬁcant events that are not covered by our insurance policies.

We cannot provide assurance that we will successfully acquire commercially mineable mineral rights.

Exploraon for and development of copper properes involves signiﬁcant ﬁnancial risks which even a combinaon of careful evaluaon, experience and
knowledge may not eliminate. While the discovery of an ore body may result in substanal rewards, few properes which are explored are ulmately
developed into producing mines. Major expenses may be required to establish reserves by drilling, construcng mining and processing facilies at a site,
developing metallurgical processes and extracng metals from ore. We cannot ensure that our current exploraon and development programs will result
in proﬁtable commercial mining operaons.

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The  economic  feasibility  of  development  projects  is  based  upon  many  factors,  including  the  accuracy  of  mineral  resource  esmates;  metallurgical
recoveries;  capital  and  operang  costs;  government  regulaons  relang  to  prices,  taxes,  royales,  land  tenure,  land  use,  imporng  and  exporng  and
environmental protecon; and metal prices, which are highly volale. Development projects are also subject to the successful compleon of feasibility
studies, issuance of necessary governmental permits and availability of adequate ﬁnancing.

Most exploraon projects do not result in the discovery of commercially mineable ore deposits, and no assurance can be given that any ancipated level
of recovery of ore reserves, if any, will be realized or that any idenﬁed mineral deposit will ever qualify as a commercially mineable (or viable) ore body
which  can  be  legally  and  economically  exploited.  Esmates  of  mineral  reserves,  mineral  resources,  mineral  deposits  and  producon  costs  can  also  be
aﬀected by such factors as environmental perming regulaons and requirements, weather, environmental factors, unforeseen technical diﬃcules, the
metallurgy of the mineralizaon forming the mineral deposit, unusual or unexpected geological formaons and work interrupons. If current exploraon
programs  do  not  result  in  the  discovery  of  commercial  ore,  we  may  need  to  write-oﬀ  part  or  all  of  our  investment  in  our  exisng  exploraon  stage
properes and may need to acquire addional properes.

Material changes in mineral reserves, if any, grades, stripping raos or recovery rates may aﬀect the economic viability of any project. Our future growth
and producvity will depend, in part, on our ability to develop commercially mineable mineral rights at our exisng properes or idenfy and acquire
other  commercially  mineable  mineral  rights,  and  on  the  costs  and  results  of  connued  exploraon  and  potenal  development  programs.  Mineral
exploraon is highly speculave in nature and is frequently non-producve. Substanal expenditures are required to:

● establish mineral  resources and reserves through drilling and metallurgical and other tesng techniques;

● determine metal content and metallurgical recovery processes to extract metal from the ore; and

● construct, renovate or expand mining and processing facilies.

In addion, if we discover ore, it would take several years from the inial phases of exploraon unl producon is possible. During this me, the economic
feasibility of producon may change. As a result of these uncertaines, there can be no assurance that we will successfully acquire commercially mineable
(or viable) mineral rights.

Risks Relang to Government Regulaon

We are subject to signiﬁcant governmental regulaons.

Our exploraon acvies are subject to extensive federal, state, provincial and local laws and regulaons governing various maers, including:

● environmental protecon;

● the management and use of toxic substances and explosives;

● the management of natural resources;

● the exploraon and development of mineral properes, including reclamaon;

● exports;

● price controls;

● taxaon and mining royales;

● management of tailing and other waste generated by operaons;

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● labor standards and occupaonal health and safety, including mine safety;

● historic and cultural preservaon; and

● transportaon.

Failure to comply with applicable laws and regulaons may result in civil or criminal ﬁnes or penales or enforcement acons, including orders issued by
regulatory  or  judicial  authories  enjoining,  curtailing  or  closing  operaons  or  requiring  correcve  measures,  installaon  of  addional  equipment  or
remedial acons, any of which could result in signiﬁcant expenditures. We may also be required to compensate private pares suﬀering loss or damage by
reason of a breach of such laws, regulaons or perming requirements. It is also possible that future laws and regulaons, or more stringent enforcement
of current laws and regulaons by governmental authories, could cause us to incur addional expense or capital expenditure restricons, suspensions or
closing of our acvies and delays in the exploraon and development of our properes.

We require further permits in order to conduct current and ancipated future operaons, and delays in obtaining or failure to obtain such permits, or a
failure to comply with the terms of any such permits that we have obtained, would adversely aﬀect our business.

Our current and ancipated future operaons, including further exploraon, development and commencement of producon on our mineral properes,
require  permits  from  various  governmental  authories.  Obtaining  or  renewing  governmental  permits  is  a  complex  and  me-consuming  process.  The
duraon and success of eﬀorts to obtain and renew permits are conngent upon many variables not within our control. Due to the preliminary stages of
the Upper Kobuk Mineral Projects, it is diﬃcult to assess what speciﬁc perming requirements will ulmately apply.

Shortage of qualiﬁed and experienced personnel in the U.S. federal and Alaskan State agencies to coordinate a federally led joint environmental impact
statement process could result in delays or ineﬃciencies. Backlog within the perming agencies could aﬀect the perming meline or potenal of the
Upper  Kobuk  Mineral  Projects,  as  may  negave  public  percepon  of  mining  projects  in  general  due  to  circumstances  unrelated  to  the  Company  and
outside  of  its  control.  Other  factors  that  could  aﬀect  the  perming  meline  include  (i)  the  number  of  other  large-scale  projects  currently  in  a  more
advanced  stage  of  development  which  could  slow  down  the  review  process  for  the  Upper  Kobuk  Mineral  Projects  and  (ii)  signiﬁcant  public  response
regarding the Upper Kobuk Mineral Projects.

We cannot provide assurance that all permits that we require for our operaons, including any for construcon of mining facilies or conduct of mining,
will be obtainable or renewable on reasonable terms, or at all. Delays or a failure to obtain such required permits, or the expiry, revocaon or failure to
comply with the terms of any such permits that we have obtained, would adversely aﬀect our business.

Our acvies are subject to environmental laws and regulaons that may increase our costs and restrict our operaons.

All of our exploraon, potenal development and producon acvies are subject to regulaon by governmental agencies under various environmental
laws. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protecon of natural
resources,  anquies  and  endangered  species  and  reclamaon  of  lands  disturbed  by  mining  operaons.  Environmental  legislaon  is  evolving,  and  the
general  trend  has  been  towards  stricter  standards  and  enforcement,  increased  ﬁnes  and  penales  for  noncompliance,  more  stringent  environmental
assessments of proposed projects and increasing responsibility for companies and their oﬃcers, directors and employees. Compliance with environmental
laws and regulaons may require signiﬁcant capital outlays on our behalf and may cause material changes or delays in our intended acvies.

Several regulatory iniaves are currently ongoing within the State of Alaska that have the potenal to inﬂuence the perming process for the Upper
Kobuk  Mineral  Projects.  These  include  revisions  to  Alaska's  Water  Quality  Standards  regarding  mixing  zones  regulaons,  which  are  currently  under
Environmental Protecon Agency review, and which revisions may be required in order to authorize a mixing zone for discharge in Subarcc Creek. Future
changes in these

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laws or regulaons could have a signiﬁcant adverse impact on some poron of our business, requiring us to re-evaluate those acvies at that me.

Environmental  hazards  may  exist  on  our  properes  that  are  unknown  to  us  at  the  present  me  and  that  have  been  caused  by  previous  owners  or
operators or that may have occurred naturally. We may be liable for remediang such damage.

Failure to comply with applicable environmental laws, regulaons and perming requirements may result in enforcement acons thereunder, including
orders issued by regulatory or judicial authories, causing operaons to cease or to be curtailed, and may include correcve measures requiring capital
expenditures, installaon of addional equipment or remedial acons.

Land reclamaon requirements for our exploraon properes may be burdensome.

Land  reclamaon  requirements  are  generally  imposed  on  mineral  exploraon  companies  (as  well  as  companies  with  mining  operaons)  in  order  to
minimize long term eﬀects of land disturbance. Reclamaon may include requirements to:

● treat ground and surface water to applicable water quality standards;

● control dispersion of potenally deleterious eﬄuents; and

● reasonably re-establish pre-disturbance landforms and vegetaon.

In order to carry out reclamaon obligaons imposed on us in connecon with exploraon, potenal development and producon acvies, we must
allocate  ﬁnancial  resources  that  might  otherwise  be  spent  on  further  exploraon  and  development  programs.  In  addion,  regulatory  changes  could
increase our obligaons to perform reclamaon and mine closing acvies. If we are required to carry out unancipated reclamaon work, our ﬁnancial
posion could be adversely aﬀected.

Risks Related to the Acquision of New Projects

Risks inherent in acquisions of new properes.

We may acvely pursue the acquision of exploraon, development and producon assets consistent with our acquision and growth strategy. From me
to me, we may also acquire securies of or other interests in companies with respect to which we may enter into acquisions or other transacons.
Acquision transacons involve inherent risks, including but not limited to:

● accurately assessing the value, strengths, weaknesses, conngent and other liabilies and potenal proﬁtability of acquision candidates;

● ability to achieve idenﬁed and ancipated operang and ﬁnancial synergies;

● unancipated costs;

● diversion of management aenon from exisng business;

● potenal loss of our key employees or key employees of any business acquired;

● unancipated changes in business, industry or general economic condions that aﬀect the assumpons underlying the acquision;

● decline in the value of acquired properes, companies or securies;

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● assimilang the operaons of an acquired business or property in a mely and eﬃcient manner;

● maintaining our ﬁnancial and strategic focus while integrang the acquired business or property;

● implemenng uniform standards, controls, procedures and policies at the acquired business, as appropriate; and

● to the extent that we make an acquision outside of markets in which it has previously operated, conducng and managing operaons in a new

operang environment.

Acquiring  addional  businesses  or  properes  could  place  increased  pressure  on  our  cash  ﬂow  if  such  acquisions  involve  a  cash  consideraon.  The
integraon of our exisng operaons with any acquired business will require signiﬁcant expenditures of me, aenon and funds. Achievement of the
beneﬁts  expected  from  consolidaon  would  require  us  to  incur  signiﬁcant  costs  in  connecon  with,  among  other  things,  implemenng  ﬁnancial  and
planning  systems.  We  may  not  be  able  to  integrate  the  operaons  of  a  recently  acquired  business  or  restructure  our  previously  exisng  business
operaons without encountering diﬃcules and delays. In addion, this integraon may require signiﬁcant aenon from our management team, which
may detract aenon from our day-to-day operaons. Over the short-term, diﬃcules associated with integraon could have a material adverse eﬀect on
our business, operang results, ﬁnancial condion and the price of our Common Shares. In addion, the acquision of mineral properes may subject us
to unforeseen liabilies, including environmental liabilies, which could have a material adverse eﬀect on us. There can be no assurance that any future
acquisions will be successfully integrated into our exisng operaons.

Any one or more of these factors or other risks could cause us not to realize the ancipated beneﬁts of an acquision of properes or companies and
could have a material adverse eﬀect on our ﬁnancial condion.

We face industry compeon in the acquision of exploraon properes and the recruitment and retenon of qualiﬁed personnel.

We  compete  with  other  exploraon  and  producing  companies,  many  of  which  are  beer  capitalized,  have  greater  ﬁnancial  resources,  operaonal
experience and technical capabilies or are further advanced in their development or are signiﬁcantly larger and have access to greater mineral reserves,
for the acquision of mineral claims, leases and other mineral interests as well as for the recruitment and retenon of qualiﬁed employees and other
personnel. If we require and are unsuccessful in acquiring addional mineral properes or in recruing and retaining qualiﬁed personnel, we will not be
able to grow at the rate we desire, or at all.

Risks Related to the Company’s Execuve Oﬃcers and Board of Directors

We may experience diﬃculty aracng and retaining qualiﬁed management and technical personnel to grow our business.

We are dependent on the services of key execuves and other highly skilled and experienced personnel to advance our corporate objecves as well as the
idenﬁcaon of new opportunies for growth and funding. Mr. Giardini and Ms. Sanders are currently our only execuve oﬃcers. It will be necessary for
us to recruit addional skilled and experienced execuves. Our inability to do so, or the loss of any of these persons or our inability to aract and retain
suitable replacements for them, or addional highly skilled employees required for our acvies, would have a material adverse eﬀect on our business and
ﬁnancial condion.

Some of our directors and oﬃcers have conﬂicts of interest as a result of their involvement with other natural resource companies.

Certain of our directors and oﬃcers also serve as directors or oﬃcers, in other companies involved in natural resource exploraon and development or
mining-related  acvies,  including,  in  parcular,  NovaGold.  To  the  extent  that  such  other  companies  may  parcipate  in  ventures  in  which  we  may
parcipate in, or in ventures which we may seek to

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parcipate in, our directors and oﬃcers may have a conﬂict of interest in negoang and concluding terms respecng the extent of such parcipaon. In
all cases where our directors and oﬃcers have an interest in other companies, such other companies may also compete with us for the acquision of
mineral property investments. Any decision made by any of these directors and oﬃcers involving Trilogy will be made in accordance with their dues and
obligaons to deal fairly and in good faith with a view to the best interests of Trilogy and its shareholders. In addion, each of the directors is required to
declare  and  refrain  from  vong  on  any  maer  in  which  these  directors  may  have  a  conﬂict  of  interest  in  accordance  with  the  procedures  set  forth  in
the  Business  Corporaons  Act  (Brish  Columbia)  and  other  applicable  laws.  In  appropriate  cases,  the  Company  will  establish  a  special  commiee  of
independent directors to review a maer in which several directors, or management, may have a conﬂict. Nonetheless, as a result of these conﬂicts of
interest, the Company may not have an opportunity to parcipate in certain transacons, which may have a material adverse eﬀect on the Company’s
business, ﬁnancial condion, results of operaon and prospects.

General Risk Factors

General economic condions may adversely aﬀect our growth, future proﬁtability and ability to ﬁnance.

The unprecedented events in global ﬁnancial markets in the past several years and the impact of COVID-19 have had a profound impact on the global
economy.  Many  industries,  including  the  copper  mining  industry,  are  impacted  by  these  market  condions.  Some  of  the  key  impacts  of  the  current
ﬁnancial market turmoil include contracon in credit markets resulng in a widening of credit risk, devaluaons, high volality in global equity, commodity,
foreign  exchange  and  precious  metal  markets  and  a  lack  of  market  liquidity.  A  worsening  or  slowdown  in  the  ﬁnancial  markets  or  other  economic
condions,  including  but  not  limited  to,  consumer  spending,  employment  rates,  business  condions,  inﬂaon,  fuel  and  energy  costs,  consumer  debt
levels,  lack  of  available  credit,  the  state  of  the  ﬁnancial  markets,  interest  rates  and  tax  rates,  may  adversely  aﬀect  our  growth  and  ability  to  ﬁnance.
Speciﬁcally:

● the volality of copper, zinc, lead and other metal prices would impact our esmates of mineral resources, revenues, proﬁts, losses and cash

ﬂow, and the feasibility of our projects;

● negave economic pressures could adversely impact demand for our future producon, if any;

● construcon related costs could increase and adversely aﬀect the economics of any project;

● volale energy, commodity and consumables prices and currency exchange rates could impact our esmated producon costs; and

● the devaluaon and volality of global stock markets would impact the valuaon of our equity and other securies.

Future  sales  or  issuances  of  equity  securies  could  decrease  the  value  of  any  exisng  Common  Shares,  dilute  investors’  vong  power  and  reduce  our
earnings per share.

We  may  sell  addional  equity  securies  (including  through  the  sale  of  securies  converble  into  Common  Shares)  and  may  issue  addional  equity
securies to ﬁnance our operaons, exploraon, development, acquisions or other projects. We are authorized to issue an unlimited number of Common
Shares. We cannot predict the size of future sales and issuances of equity securies or the eﬀect, if any, that future sales and issuances of equity securies
will have on the market price of the Common Shares. Sales or issuances of a substanal number of equity securies, or the percepon that such sales
could occur, may adversely aﬀect prevailing market prices for the Common Shares. With any addional sale or issuance of equity securies, investors will
suﬀer diluon of their vong power and may experience diluon in our earnings per share.

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Our largest shareholder has signiﬁcant inﬂuence on us and may also aﬀect the market price and liquidity of the securies.

Electrum  Strategic  Opportunies  Fund  L.P.  (“Electrum”)  is  our  single  largest  shareholder,  controlling  approximately  20%  of  the  outstanding  vong
securies. Accordingly, Electrum will have signiﬁcant inﬂuence in determining the outcome of any corporate transacon or other maer submied to the
shareholders for approval, including mergers, consolidaons and the sale of all or substanally all of our assets and other signiﬁcant corporate acons.
Unless signiﬁcant parcipaon of other shareholders takes place in such shareholder meengs, Electrum may be able to approve such maers itself. The
concentraon  of  ownership  of  the  shares  by  Electrum  may:  (i)  delay  or  deter  a  change  of  control  of  the  Company;  (ii)  deprive  shareholders  of  an
opportunity to receive a premium for their shares as part of a sale of the Company; and (iii) aﬀect the market price and liquidity of the shares. Without the
consent of Electrum, we could be prevented from entering into transacons that are otherwise beneﬁcial to us. The interests of Electrum may diﬀer from
or be adverse to the interests of our other shareholders. The eﬀect of these rights and Electrum’s inﬂuence may impact the price that investors are willing
to pay for securies. If Electrum sells a substanal number of shares in the public market, the market price of the shares could fall. The percepon among
the public that these sales will occur could also contribute to a decline in the market price of the shares.

Our Common Shares are subject to various factors that have historically made share prices volale.

The market price of our Common Shares may be subject to large ﬂuctuaons, which may result in losses to investors. The market price of the Common
Shares may increase or decrease in response to a number of events and factors, including: our operang performance and the performance of competors
and other similar companies; volality in metal prices; the arrival or departure of key personnel; the number of Common Shares to be publicly traded aer
an oﬀering; the public’s reacon to our press releases, material change reports, other public announcements and our ﬁlings with the various securies
regulatory  authories;  changes  in  earnings  esmates  or  recommendaons  by  research  analysts  who  track  the  Common  Shares  or  the  shares  of  other
companies in the resource sector; changes in general economic and/or polical condions; acquisions, strategic alliances or joint ventures involving us or
our competors; and the factors listed under the heading “Cauonary Statement Regarding Forward-Looking Informaon.”

The market price of the Common Shares may be aﬀected by many other variables which are not directly related to our success and are, therefore, not
within  our  control,  including  other  developments  that  aﬀect  the  market  for  all  resource  sector  securies,  the  breadth  of  the  public  market  for  the
Common Shares and the aracveness of alternave investments.

We do not intend to pay any cash dividends in the foreseeable future.

We  have  not  declared  or  paid  any  dividends  on  our  Common  Shares.    Our  current  business  plan  requires  that  for  the  foreseeable  future,  any  future
earnings be reinvested to ﬁnance the growth and development of our business.  We do not intend to pay cash dividends on the Common Shares in the
foreseeable future. We will not declare or pay any dividends unl such me as our cash ﬂow exceeds our capital requirements and will depend upon,
among  other  things,  condions  then  exisng  including  earnings,  ﬁnancial  condion,  restricons  in  ﬁnancing  arrangements,  business  opportunies  and
condions and other factors, or our Board determines that our shareholders could make beer use of the cash.

We may be a “passive foreign investment company” in future periods, which may have adverse U.S. federal income tax consequences for U.S. shareholders.

U.S.  investors  in  the  Company  should  be  aware  that  we  believe  we  were  not  a  passive  foreign  investment  company  (“PFIC”)  for  the  tax  years  ending
November 30, 2020 and 2021, but we believe we were a PFIC for the tax years ending November 30, 2018, 2019, 2022 and 2023 and may be a PFIC in
future  tax  years.  If  we  are  a  PFIC  for  any  year  during  a  U.S.  Holder’s  (as  deﬁned  below  under  Certain  U.S.  Federal  Income  Tax  Consideraons  –  U.S.
Holders”) holding period, then such U.S. Holder generally will be required to treat any gain realized upon a disposion of Common Shares and any so-
called “excess distribuon” received on its Common Shares as ordinary income, and to pay an interest charge on a

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poron of such gain or distribuons, unless the shareholder makes a mely and eﬀecve “QEF Elecon” or a “Mark-to-Market Elecon” (each as deﬁned
below under “Certain U.S. Federal Income Tax Consideraons – Default PFIC Rules under Secon 1291 of the Code”).    A  U.S.  Holder  who  makes  a  QEF
Elecon generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not
we distribute any amounts to our shareholders.  A U.S. Holder who makes the Mark-to-Market Elecon generally must include as ordinary income each
year the excess of the fair market value of the Common Shares over the U.S. Holder’s tax basis therein.  This paragraph is qualiﬁed in its enrety by the
discussion below the heading “Certain U.S. Federal Income Tax Consideraons.” Each U.S. shareholder should consult its own tax advisor regarding the
PFIC rules and the U.S. federal income tax consequences of the acquision, ownership, and disposion of Common Shares.

Proposed legislaon in the U.S. Congress, including changes in U.S. tax law, and the Inﬂaon Reducon Act of 2022, may adversely impact the Company
and the value of Common Shares.

Changes to U.S. tax laws (which changes may have retroacve applicaon) could adversely aﬀect the Company or holders of Common Shares. In recent
years, many changes to U.S. federal income tax laws have been proposed and made, and addional changes to U.S. federal income tax laws are likely to
connue to occur in the future.

The U.S. Congress is currently considering numerous items of legislaon which may be enacted prospecvely or with retroacve eﬀect, which legislaon
could adversely impact the Company’s ﬁnancial performance and the value of Common Shares. Addionally, U.S. states in which we operate or own assets
may impose new or increased taxes. If enacted, most of the proposals would be eﬀecve for the current or later years. The proposed legislaon remains
subject to change, and its impact on the Company and purchasers of Common Shares is uncertain.

In addion, the Inﬂaon Reducon Act of 2022 includes provisions that will impact the U.S. federal income taxaon of corporaons. Among other items,
this legislaon includes provisions that will impose a minimum tax on the book income of certain large corporaons and an excise tax on certain corporate
stock repurchases that would be imposed on the corporaon repurchasing such stock. It is unclear how this legislaon will be implemented by the U.S.
Department  of  the  Treasury  and  we  cannot  predict  how  this  legislaon  or  any  future  changes  in  tax  laws  might  aﬀect  the  Company  or  purchasers  of
Common Shares.

Global climate change is an internaonal concern and could impact our ability to conduct future operaons.

Global  climate  change  is  an  internaonal  issue  and  receives  an  enormous  amount  of  publicity.  We  would  expect  that  the  imposion  of  internaonal
treaes or U.S. or Canadian federal, state, provincial or local laws or regulaons pertaining to mandatory reducons in energy consumpon or emissions
of greenhouse gasses could aﬀect the feasibility of our mining projects and increase our operang costs.

Adverse publicity from non-governmental organizaons could have a material adverse eﬀect on us.

There  is  an  increasing  level  of  public  concern  relang  to  the  eﬀect  of  mining  producon  on  our  surroundings,  communies  and  environment.  Non-
governmental  organizaons  (“NGOs”),  some  of  which  oppose  resource  development,  are  oen  vocal  crics  of  the  mining  industry.  While  we  seek  to
operate in a socially responsible manner, adverse publicity generated by such NGOs related to extracve industries, or our operaons speciﬁcally, could
have an adverse eﬀect on our reputaon and ﬁnancial condion or our relaonship with the communies in which we operate.

We may fail to achieve and maintain the adequacy of our internal control over ﬁnancial reporng as per the requirements of the Sarbanes-Oxley Act.

We are required to document and test our internal control procedures in order to sasfy the requirements of Secon 404 of SOX. It requires an annual
assessment by management of the eﬀecveness of our internal control over ﬁnancial reporng. We may in the future fail to achieve and maintain the
adequacy of our internal control over ﬁnancial reporng, as such standards are modiﬁed, supplemented or amended from me to me, and we may not
be able to ensure that

25

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we can conclude on an ongoing basis that we have eﬀecve internal control over ﬁnancial reporng in accordance with Secon 404 of SOX. Our failure to
sasfy the requirements of Secon 404 of SOX on an ongoing, mely basis could result in the loss of investor conﬁdence in the reliability of our ﬁnancial
statements, which in turn could harm our business and negavely impact the trading price of our Common Shares. In addion, any failure to implement
required new or improved controls, or diﬃcules encountered in their implementaon, could harm our operang results or cause us to fail to meet our
reporng obligaons. Future acquisions of companies may provide us with challenges in implemenng the required processes, procedures and controls
in our acquired operaons. Acquired companies may not have disclosure control and procedures or internal control over ﬁnancial reporng that are as
thorough or eﬀecve as those required by securies laws currently applicable to us.

Our business is subject to evolving corporate governance and public disclosure regulaons that have increased both our compliance costs and the risk of
noncompliance, which could have an adverse eﬀect on our stock price.

We are subject to changing rules and regulaons promulgated by a number of United States and Canadian governmental and self-regulated organizaons,
including the SEC, the Canadian Securies Administrators, the NYSE American, the TSX, and the Financial Accounng Standards Board. These rules and
regulaons connue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by the United States
Congress,  making  compliance  more  diﬃcult  and  uncertain.  Our  eﬀorts  to  comply  with  new  rules  and  regulaons,  including  those  promulgated  under
Dodd-Frank, have resulted in, and are likely to connue to result in, increased general and administrave expenses and a diversion of management me
and aenon from revenue-generang acvies to compliance acvies.

In the future, we may be subject to legal proceedings.

Due to the nature of our business, we may be subject to numerous regulatory invesgaons, claims, lawsuits and other proceedings in the ordinary course
of our business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in ligaon, including the eﬀects
of  discovery  of  new  evidence  or  advancement  of  new  legal  theories,  the  diﬃculty  of  predicng  decisions  of  judges  and  juries  and  the  possibility  that
decisions may be reversed on appeal. There can be no assurances that these maers will not have a material adverse eﬀect on our business.

Item 1B.  UNRESOLVED STAFF COMMENTS

None.

Item 1C.  CYBERSECURITY

Not applicable.

Item 2.     PROPERTIES

Trilogy’s principal business is the exploraon and development of the Upper Kobuk Mineral Projects located in the Ambler Mining District in Northwest
Alaska, United States. The Upper Kobuk Mineral Projects are held by Ambler Metals LLC (“Ambler Metals”), a limited liability company owned equally by
Trilogy  and  South32  Limited,  and  is  comprised  of  the  (i)  Arcc  Project,  a  development  stage  property,  which  contains  a  high-grade  polymetallic
volcanogenic massive sulﬁde deposit; and (ii) Bornite Project, an exploraon stage property, which contains a carbonate-hosted copper - cobalt deposit.

26

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27

Alaska

Category

Inferred

Arcc – 50%
Aributable
Interest
Bornite – 50%
Aributable
Interest

Table of Contents

Mineral Resource Summary Table as of November 30, 2023

Project

Resource

Tonnage

Average Grade

Contained Metal Content

(Mt)

2.25

Cu

(%)

Pb

(%)

Zn

(%)

Au

(g/t)

Ag

(g/t)

Cu

Pb

Zn

(Mlb)

(Mlb)

(Mlb)

Au

(koz)

Ag

(Moz)

1.92

0.70

 2.93

0.43

35.6

94.5

34.5

144

31

2.5

Inferred

101.3

1.46

3,257

Notes:
1.

A Qualiﬁed Person and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 10-K
as of November 30, 2023 and reviewed the reserves and resources in the S-K 1300 Arcc Report and the S-K 1300 Bornite Report and conﬁrmed that the
reserves and resources remain current as of November 30, 2023.

2. Mineral  Resources  were  prepared  in  accordance  with  the  standards  and  deﬁnions  of  S-K  1300  and  represent  disclosure  of  Mineral  Resources  under  S-K

1300 standards and deﬁnions.
The Mineral Resource esmate is reported exclusive of Mineral Reserves.  There are no Mineral Reserves esmated on the Bornite property.
Trilogy Metals’ 50% aributable interest is stated in the table.
Figures may not sum due to rounding.
The mineral resources are reported in place (point of reference).

3.
4.
5.
6.
Arcc Notes:

7. Mineral Resources stated are contained within a conceptual pit shell developed using metal prices of $3.00/lb Cu, $0.90/lb Pb, $1.00/lb Zn, $1,300/oz Au and
$18/oz Ag and metallurgical recoveries of 92% Cu, 77% Pb, 88% Zn, 63% Au and 56% Ag and operang costs of $3/t mining and $35/t process and general
and administrave costs. The assumed average pit slope angle is 43º.
As a result of ﬂaening the north end of the reserve pit to stabilize the pit wall due to the presence of talc, a poron of the reserve pit extended beyond the
resource constraining pit shell and a second pass of mineral resource tabulaon was performed exterior to the constraining resource pit and interior to the
constraining reserve pit which is included in the Mineral Resource tabulaon.
The cut-oﬀ grade is 0.5% copper equivalent: CuEq = (Cu% x 0.92) + (Zn% x 0.290) + (Pb% x 0.231) + (Au g/t x 0.398) + (Ag g/t x 0.005).

8.

9.
Bornite Notes:

10. Mineral  resources  are  constrained  by:  an  open  pit  shell  at  a  cut-oﬀ  grade  of  0.5%  Cu,  with  an  average  pit  slope  of  43  degrees;  and  underground  mining
shapes with a cut-oﬀ grade of 1.79% Cu.  The cut-oﬀ grades include the consideraons of a $4.05/lb Cu price, process recovery of 87.2%, open pit mining
costs of $3.21/t mined, underground mining cost of $73.62/t mined, process cost of $19.14/t processed, G&A cost of $4.14/t processed, treatment, reﬁning,
sales cost of $0.73/lb Cu in concentrate, road use cost of $8.04/t processed, 2% NSR royalty.  

28

Table of Contents

Mineral Reserve Esmate as of November 30, 2023 for the Arcc Project, Alaska USA

Classiﬁcaon

Tonnage

 Average Grade

Mt

Cu (%)

Pb (%)

Zn (%)

Au (g/t)

Ag (g/t)

Probable Mineral Reserves – 50% Aributable Interest

23.35

2.11

0.56

2.90

0.42

31.8

Notes:
1.

A Qualiﬁed Person and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 10-K
as of November 30, 2023 and reviewed the reserves and resources in the S-K 1300 Arcc Report and the S-K 1300 Bornite Report and conﬁrmed that the
reserves and resources remain current as of November 30, 2023.

2. Mineral Reserves were esmated assuming open pit mining methods and include a combinaon of internal and contact diluon. Total diluon is expected to

be between 30% and 40%. Pit slopes vary by sector and range from 26° to 56°. A marginal NSR cut-oﬀ of $38.8 /t is used.

3. Mineral Reserves are based on prices of $3.46/lb Cu, $0.91/lb Pb, $1.12/lb Zn, $1,615/oz Au, and $21.17/oz Ag.
4.

Variable process recoveries averaging 92% Cu in Cu concentrate, 62% Pb in Pb concentrate, 88% Zn in Zn concentrate, 47% Au in Cu concentrate, 33% Ag in
Cu concentrate, 26% Au in Pb concentrate and 49% Ag in Pb concentrate.

5. Mineral Reserves are based on mining cost of $2.52/t incremented at $0.02/t/5m and $0.012/t/5m below and above 790 m elevaon, respecvely.
6.

Costs applied to processed material following: process operang cost of $18.31/t, G&A of $5.83/t, sustaining capital cost of $2.37/t, closure cost of $4.27/t, 
road toll cost of $8.04/t.     
Strip rao (waste:ore) is 7.3:1.
Selling terms following: payables of 96.5% of Cu, 95% of Pb and 85% of Zn, treatment costs of $80/t Cu concentrate, $160/t Pb concentrate and $215/t Zn
concentrate; reﬁning costs of $0.08/lb Cu in Cu concentrate, and$10/oz Au, $1.25/oz Ag in Pb concentrate; and transport cost $270.98/t concentrate.
Fixed royalty percentage of 1% NSR.

7.
8.

9.
10. Trilogy Metals’ 50% aributable interest is stated in the table.
11. The point of reference for the Mineral Reserves is deﬁned at the point where the ore is delivered to the processing plant.
12. The metal prices and costs were ﬁxed over the 13-year mine life.

The following descripons summarize selected informaon about the Upper Kobuk Mineral Projects, which are located in the Ambler Mining District of
Alaska and include the Arcc Project and the Bornite Project. The Arcc Project and the Bornite Project are held by Ambler Metals, of which Trilogy holds a
50% interest. All mineral resources and mineral reserve esmates with respect to the Arcc Project and Bornite Project that are disclosed in this Annual
Report on Form 10-K are reported on a 100% basis unless otherwise noted. Please also see “Management’s Discussion and Analysis—Project Acvies” for
more informaon on the development and nature of our interest in the Upper Kobuk Mineral Projects.

The Company’s book value of its investment in Ambler Metals is $135.2 million as of November 30, 2023.

Arcc Project

The  Company  is  subject  to  and  required  to  disclose  mineral  resources  and  mineral  reserves  in  accordance  with  Subpart  229.1300  of  Regulaon  S-K  –
Disclosure by Registrants Engaged in Mining Operaons (“S-K 1300”). While the S-K 1300 rules are similar to Naonal Instrument 43-101 Standards of
Disclosure for Mineral Projects (“NI 43-101”) rules in Canada, they are not idencal and therefore two reports have been produced for the Arcc Project.
The informaon in Item 2, Properes, contains pernent informaon required under both NI 43-101 and S-K 1300.

Except as otherwise stated, the scienﬁc and technical informaon relang to the Arcc Project contained in this Form 10-K is derived from the (i) 2023 S-
K 1300 report for Arcc tled “Arcc Project Technical Report Summary, Ambler Mining District, Alaska” dated November 30, 2022 prepared by Ausenco
Engineering Canada Inc., Wood Canada Limited,  SRK Consulng (Canada) Inc. and Brown and Caldwell, each of whom are not aﬃliated with Trilogy  (“S-K
1300 Arcc

29

Table of Contents

Report”)  and  the  (ii)  2023  Arcc  Report  tled  “Arcc  Project  NI  43-101  Technical  Report  on  Feasibility  Study,  Ambler  Mining  District,  Alaska”  with  an
eﬀecve date of January 20, 2023, prepared by Ausenco Engineering Canada Inc., Wood Canada Limited, SRK Consulng (Canada) Inc. and Brown and
Caldwell (“NI 43-101 Arcc Report”).  The informaon regarding the Arcc Project is based on assumpons, qualiﬁcaons and procedures which are not
fully described herein.  Reference should be made to the full text of the S-K 1300 Arcc Report and the NI 43-101 Arcc Report which has been ﬁled, as
applicable,  with  the  relevant  US  and  Canadian  securies  regulatory  authories.    The  NI  43-101  Arcc  Report  is  available  for  review  on  SEDAR+  at
www.sedarplus.ca and the S-K 1300 Arcc Report is available for review on EDGAR at www.sec.gov.

Arcc Project Descripon, Locaon and Access

Project Descripon

NovaGold acquired the Arcc Project from Kenneco Exploraon Company and Kenneco Arcc Company (collecvely, “Kenneco”) in 2004. In 2011,
NovaGold  transferred  all  copper  projects  to  NovaCopper  Inc.  and  spun-out  NovaCopper  to  its  then  exisng  shareholders  in  2012.  NovaCopper  Inc.
subsequently underwent a name change to Trilogy Metals Inc. in 2016. Under the Kenneco Purchase and Terminaon Agreement, Kenneco retained a
1% net smelter return (“NSR”) royalty that was subsequently sold by Kenneco. The 1% NSR runs with the lands and is purchasable at any me from the
royalty holder for a one-me payment of $10 million.

The Arcc Project is directly held by Ambler Metals LLC (“Amber Metals”), in a 50/50 joint venture formed between South32 and Trilogy in February 2020.
Upon the formaon of the joint venture, Trilogy contributed all of its Alaskan assets, including the Arcc Project and the NANA Agreement, to Ambler
Metals in exchange for a 50% membership interest and at the same me, South32 contributed $145 million in cash for a 50% membership interest.

The land tenure consists of 2,136 conguous State claims totaling 230,736 acres (93,336 hectares), including 905 40-acre claims, 1231 160-acre claims,
and 18 Federal patented claims comprising 271.9 acres (110 hectares) held in the name of Ambler Metals. Surface use of the private land held as Federal
patented claims is limited only by reservaons in the patents and by generally-applicable environmental laws. Surface use of State claims allows the owner
of the mining claim to make such use of the surface as is “necessary for prospecng for, extracon of, or basic processing of minerals.”

NANA controls lands granted under the Alaska Nave Claims Selement Act to the south of the Arcc Project boundary. Ambler Metals and NANA are
pares  to  the  NANA  Agreement  that  consolidates  the  pares’  land  holdings  into  an  approximately  190,929  hectares  land  package  and  provides  a
framework for the exploraon and development of the area. The NANA Agreement has a term of 20 years, with an opon in favour of Ambler Metals to
extend the term for an addional 10 years. If, following receipt of a feasibility study and the release for public comment of a related dra environmental
impact statement, a decision is made to proceed with construcon of a mine on the lands subject to the NANA Agreement, NANA will have 120 days to
elect to either (a) exercise a non-transferrable back-in-right to acquire between 16% and 25% (as speciﬁed by NANA) of that speciﬁc project; or (b) not
exercise its back-in-right, and instead receive a net proceeds royalty equal to 15% of the net proceeds realized from such project. In the event that NANA
elects to exercise its back-in-right, the pares will, as soon as reasonably praccable, form a joint venture with NANA elecng to parcipate between 16%
to 25%, and Ambler Metals owning the balance of the interest in the joint venture. If Ambler Metals decides to proceed with construcon of a mine on its
own lands subject to the NANA Agreement, NANA will enter into a surface use agreement which will aﬀord Ambler Metals access to the Arcc Project
along routes approved by NANA. In consideraon for the grant of such surface use rights, NANA will receive a 1% net smelter royalty on producon and
provide an annual payment on a per acre basis.

Locaon and Access

The Arcc Project is located in the Ambler Mining District of the southern Brooks Range, in the Northwest Arcc Borough (“NWAB”) of Alaska. The Arcc
Project  is  geographically  isolated  with  no  current  road  access  or  nearby  power  infrastructure.  The  Arcc  Project  is  about  270  km  east  of  the  town  of
Kotzebue, 37 km northeast of the village of Kobuk,

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and 260 km west of the Dalton Highway, an all-weather State maintained public road, at geographic coordinates N67.17° latude and W156.39° longitude
and Universal Transverse Mercator (UTM) North American Datum (NAD) 83, Zone 4 coordinates 7453080N, 613110E.

Primary access to the Arcc Project is by air, using both ﬁxed wing aircra and helicopters. There are four well-maintained, approximately 1,500 m-long
gravel airstrips located near the Arcc Project, capable of accommodang charter ﬁxed wing aircra. These airstrips are located 64 km west at Ambler, 46
km southwest at Shungnak, 37 km southwest at Kobuk, and 34 km southwest at Dahl Creek. There is daily commercial air service from Kotzebue to the
village of Kobuk, the closest community to the Arcc Project. During the summer months, the Dahl Creek Camp airstrip is suitable for larger aircra, such
as a C-130 and DC-6.

In addion to the four 1,500 m airstrips, there is a 700 m airstrip located at the Bornite Camp. The airstrip at Bornite is suited to smaller aircra, which
support the Bornite Camp with personnel and supplies. There is also a 450 m airstrip (Arcc airstrip) located at the base of Arcc Ridge that can support
smaller aircra.

A  winter  trail  and  a  one-lane  dirt  track  suitable  for  high-clearance  vehicles  or  construcon  equipment  links  the  Arcc  Project’s  main  camp  located  at
Bornite to the Dahl Creek airstrip southwest of the Arcc deposit. An unimproved gravel track connects the Arcc airstrip with the Arcc deposit.

History

Prospectors in search of gold, travelling up the Kobuk River in 1898-99 (Grinnell, 1901), found small gold placer deposits in the southern Cosmos Hills,
south  of  the  Arcc  deposit,  which  were  worked  intermiently  over  the  ensuing  decades.  Around  this  me,  copper  mineralizaon  at  Ruby  Creek  and
Pardner Hill in the northern Cosmos Hills was explored using small shas and adits (Smith and Eakin, 1911). In 1947, Rhinehart “Rhiny” Berg staked claims
over  the  Ruby  Creek  prospects,  carried  out  extensive  trenching  and  the  ﬁrst  diamond  drilling,  and  constructed  an  airstrip  for  access
(alaskamininghalloﬀame.org 2012).

Bear  Creek  Mining  Company  (“BCMC”),  an  exploraon  subsidiary  of  Kenneco,  oponed  the  Ruby  Creek  property  from  Berg  in  1957.  The  prospect
became known as Bornite and Kenneco conducted extensive exploraon over the next

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decade, culminang in the discovery of the high-grade No. 1 zone and the sinking of an exploraon sha to conduct underground drilling.

While exploring the Bornite deposit, BCMC carried out reconnaissance exploraon throughout the western Brooks Range, including a large regional stream
sediment survey in 1962. Inial follow up did not idenfy mineralizaon of interest however in 1965, Riz Bigelow (BCMC) and his team of geologists found
boulders of massive sulphides at an anomaly (1400 ppm Cu) located 28 km northeast of Bornite that led to the discovery of outcropping mineralizaon the
following year. The area was subsequently staked and, in 1967, nine core holes were drilled at the Arcc deposit, eight of which yielded massive sulphide
intercepts over an almost 500-m strike length.

BCMC  conducted  intensive  exploraon  on  the  property  unl  1977  and  then  intermiently  through  to  1998.  No  drilling  or  addional  exploraon  was
conducted on the Arcc Project between 1999 and 2003.

In addion to drilling and exploraon at the Arcc deposit, BCMC also conducted exploraon at numerous other prospects in the Ambler Mining District
(most notably Dead Creek, Sunshine, Cliﬀ, and Horse). The abundance of VMS prospects in the district resulted in a series of compeng companies in the
area, including Sunshine Mining Company, Anaconda Company, Noranda Exploraon Company, GCO Minerals Company, Cominco American Resource Inc.
(Cominco), Teck Cominco, Resource Associates of Alaska, Was, Griﬃs and McOuat Ltd., and Houston Oil and Minerals Company, culminang into a claim
staking war in the district in 1973. Falconbridge and Union Carbide also conducted work later in the district.

District exploraon by Sunshine Mining Company and Anaconda resulted in two addional signiﬁcant discoveries in the district; the Sun deposit located 60
km east of the Arcc deposit, and the Smucker deposit located 36 km west of the Arcc deposit. These two deposits are outside the current Arcc Project
area.

District exploraon connued unl the early 1980s on the four larger deposits in the district (Arcc, Bornite, Smucker and Sun) when the district fell into a
hiatus due to depressed metal prices.

In 1987, Cominco acquired the claims covering the Sun and Smucker deposits from Anaconda. Teck Resources Limited, as Cominco’s successor company,
connues to hold the Smucker deposit. In 2007, Andover Mining Corporaon purchased a 100% interest in the Sun deposit for $13 million and explored
the  property  through  2013.  The  Sun  deposit  and  adjacent  lands  were  acquired  by  Valhalla  Metals  Inc.,  a  private  company,  which  staked  over  the  Sun
deposit in 2017 aer the creditors for the bankrupt Andover Mining Corporaon failed to pay the annual rent of the state claims and submit the Annual
Labour Statement.

In 1981 and 1983, Kenneco received three US Mineral Survey patents (MS2245 totaling 240 acres over the Arcc deposit – later amended to include
another 32 acres; and MS2233 and MS2234 for 25 claims totaling 516.5 acres at Bornite). The Bornite patented claims and surface development were
subsequently sold to NANA Regional Corporaon, Inc. in 1986.

No producon has occurred at the Arcc deposit or at any of the other deposits within the Ambler Mining District.

Prior Ownership and Ownership Changes – Arcc Deposit and the Ambler Lands

BCMC inially staked federal mining claims covering the Arcc deposit area beginning in 1966. The 1960’s drill programs deﬁned a signiﬁcant high-grade
polymetallic resource at the Arcc deposit and, in the early 1970s, Kenneco began the patent process to obtain complete legal tle to the Arcc deposit.
In 1981, Kenneco received US Mineral Survey patent M2245 covering 16 mining claims totaling 240.018 acres. In 1983, US Mineral Survey patent M2245
was amended to include two addional claims totaling 31.91 acres.

With the passage of the Alaska Naonal Interest Lands Conservaon Act in 1980, which expedited nave land claims outlined in the ANSCA and State
lands claims under the Alaska Statehood Act, both the State of Alaska and NANA selected signiﬁcant areas of land within the Ambler Mining District. State
selecons covered much of the Ambler schist belt, host

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to  the  volcanogenic  massive  sulphide  deposits  including  the  Arcc  deposit,  while  NANA  selected  signiﬁcant  porons  of  the  Ambler  Lowlands  to  the
immediate south of the Arcc deposit as well as much of the Cosmos Hills including the area immediately around Bornite.

In 1995, Kenneco renewed exploraon in the Ambler schist belt containing the Arcc deposit patented claims by staking an addional 48 state claims at
Nora and 15 state claims at Sunshine Creek. In the fall of 1997, Kenneco staked 2,035 state claims in the belt consolidang their enre land posion and
acquiring the majority of the remaining prospecve terrain in the VMS belt. Five more claims were subsequently added in 1998. Aer a short period of
exploraon which focused on geophysics and geochemistry combined with limited drilling, exploraon work on the Arcc Project again entered a hiatus.

On March 22, 2004, Alaska Gold Company (“Alaska Gold”), a wholly-owned subsidiary of NovaGold completed an Exploraon and Opon Agreement with
Kenneco to earn an interest in the Ambler land holdings.

Previous Exploraon and Development Results – Arcc Deposit

Kenneco’s ownership of the Arcc Project saw two periods of intensive work from 1965 to 1985 and from 1993 to 1998, before oponing the property to
NovaGold in 2004.

Though reports, memos, and ﬁles exist in Kenneco’s Salt Lake City oﬃce, only limited digital compilaon of the data exists for the earliest generaon of
exploraon at the Arcc deposit and within the VMS belt. Beginning in 1993, Kenneco iniated a re-evaluaon of the Arcc deposit and assembled a
computer database of previous work at the Arcc deposit and in the district. A computer-generated block model was constructed in 1995 and an updated
resource  esmate  was  performed  using  the  block  model.  Subsequently,  Kenneco  staked  a  total  of  2,035  State  of  Alaska  claims  in  1997  and,  in  1998
undertook the ﬁrst ﬁeld program since 1985.

Due to the number of companies and the patchwork exploraon that occurred as a result of the 1973 staking war, much of the earliest exploraon work
on the Ambler Schist belt was lost during the post-1980 hiatus in district exploraon. The following subsecons outline the best documented data at the
Arcc  deposit  as  summarized  in  the  1998  Kenneco  exploraon  report,  including  the  assembled  computer  database;  however,  this  outline  is  not
considered to be either exhausve or in-depth.

In 1982, geologists with Kenneco, Anaconda and the State of Alaska published the deﬁnive geologic map of the Ambler schist belt (Hitzman et al. 1982).

The  S-K  1300  Arcc  Report  and  the  NI  43-101  Arcc  Report  both  summarize  the  known  exploraon  mapping,  geochemical,  and  geophysical  programs
conducted  for  VMS  targets  in  the  Ambler  Mining  District.    Table  1  below  summarizes  the  exploraon  mapping,  geochemical,  geophysical,  and  mining
studies conducted on the Arcc deposit.

Geological Seng, Mineralizaon and Deposit Types

Regional Geology – Southern Brooks Range

The  Ambler  Mining  District  occurs  along  the  southern  margin  of  the  Brooks  Range  within  an  east-west  trending  zone  of  Devonian  to  Jurassic  age
submarine volcanic and sedimentary rocks (Hitzman et al., 1986). The district covers both: 1) VMS-like deposits and prospects hosted in the Devonian age
Ambler Sequence (or Ambler Schist belt or Schist Belt), a group of metamorphosed bimodal volcanic rocks with interbedded tuﬀaceous, graphic and
calcareous volcaniclasc metasediments; and 2) epigenec carbonate-hosted copper deposits occurring in Silurian to Devonian age carbonate and phyllic
rocks of the Bornite Carbonate Sequence. The Ambler Sequence occurs in the upper part of the Anirak Schist, the thickest member of the Schist belt or
Coldfoot  subterrane  (Moore  et  al.,  1994).  VMS-like  stratabound  mineralizaon  can  be  found  along  the  enre  110  km  strike  length  of  the  district.
Immediately south of the Schist belt, in the Cosmos Hills, a me equivalent secon of the Anirak Schist includes the approximately 1 km thick Bornite
Carbonate

33

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Sequence. Mineralizaon of both the VMS-like deposits of the Schist belt and the carbonate-hosted deposits of the Cosmos Hills has been dated at 375 to
387 Ma (Selby et al., 2009; McClelland et al., 2006).

The Ambler Mining District is characterized by increasing metamorphic grade to the north, perpendicular to the strike of the east-west trending units. The
district shows isoclinal folding in the northern poron and thrust faulng to south (Schmidt, 1983). The Devonian to Late Jurassic age Angayucham basalt
and the Triassic to Jurassic age maﬁc volcanic rocks are in low-angle over thrust contact with various units of the Ambler Schist belt and Bornite Carbonate
Sequence along the northern edge of the Ambler Lowlands.

Ambler Sequence Geology

Rocks that form the Ambler Sequence consist of a lithologically diverse sequence of lower Devonian age carbonate and siliciclasc strata with interlayered
maﬁc lava ﬂows and sills. The clasc strata, derived from terrigenous connental and volcanic sources, were deposited primarily by mass-gravity ﬂow into
the sub-wavebase environment of an extending marginal basin.

The  Ambler  Sequence  underwent  two  periods  of  intense,  penetrave  deformaon.  Sustained  upper  greenschist-facies  metamorphism  with  coincident
formaon of a penetrave schistosity and isoclinal transposion of bedding marks the ﬁrst deformaon period. Pervasive similar-style folds on all scales
deform  the  transposed  bedding  and  schistosity,  deﬁning  the  subsequent  event.  At  least  two  later  non-penetrave  compressional  events  deform  these
earlier fabrics. Observaons of the structural and metamorphic history of the Ambler Mining District are consistent with current tectonic evoluon models
for the Schist belt, based on the work of others elsewhere in the southern Brooks Range (Goschalk and Oldow, 1988; Till et al., 1988; Vogl et al., 2002).

Arcc Deposit Geology

Previous workers at the Arcc deposit (Russell 1995 and Schmidt 1983) describe three mineralized horizons: the Main Sulphide Horizon, the Upper South
Horizon and the Warm Springs Horizon. The Main Sulphide Horizon was further subdivided into three zones: the southeast zone, the central zone and the
northwest  zone.  Previous  deposit  modelling  was  grade-based  resulng  in  numerous  individual  mineralized  zones  represenng  relavely  thin  sulphide
horizons.

Earlier work by Ambler Metals deﬁned the Arcc deposit as two or more discrete horizons of sulphide mineralizaon contained in a complexly deformed
isoclinal  fold  with  an  upright  upper  limb  and  an  overturned  lower  limb  hosng  the  main  mineralizaon.  Nearby  drilling  suggested  that  a  third  upright
lower limb, likely occurs beneath the currently explored stragraphy.

Mineralizaon  

Mineralizaon  occurs  as  straform  semi-massive  sulphide  (“SMS”)  to  massive  sulphide  (“MS”)  beds  within  primarily  graphic  schists  and  ﬁne-grained
quartz mica schists. The sulﬁde beds average 4 m in thickness but vary from less than 1 m up to as much as 18 m in thickness. The sulﬁde mineralizaon
occurs within eight modelled zones lying along the upper and lower limbs of the Arcc isoclinal ancline. The zones are all within an area of roughly 1 km2
with mineralizaon extending to a depth of approximately 250 m below the surface. There are ﬁve zones of MS and SMS that occur at speciﬁc pseudo-
stragraphic levels which make up the bulk of the Mineral Resource esmate. The other three zones also occur at speciﬁc pseudo-stragraphic levels, but
are too disconnuous.

Unlike more typical VMS deposits, mineralizaon is not characterized by steep metal zonaon or massive pyric zones. Mineralizaon dominantly consists
of sheet-like zones of base metal sulﬁdes with variable pyrite and only minor zonaon, usually on a small scale.

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Table of Contents

Mineralizaon  is  predominately  coarse-grained  sulphides  comprising  chalcopyrite,  sphalerite,  galena,  tetrahedrite-tennante,  pyrite,  arsenopyrite,  and
pyrrhote. Sulphides occur as disseminated (<30%), semi-massive (30 to 50% sulphide) to massive (greater than 50% sulphide) layers. Trace amounts of
electrum  are  also  present.  Gangue  minerals  associated  with  the  mineralized  horizons  include  quartz,  barite,  white  mica,  chlorite,  slpnomelane,  talc,
calcite, dolomite and cymrite.

Deposit Types

The mineralizaon at the Arcc deposit and at several other known occurrences within the Ambler Sequence stragraphy of the Ambler Mining District
consists of Devonian age, polymetallic (zinc-copper-lead-silver-gold) VMS-like occurrences.

Observaons  and  interpretaons  at  the  Arcc  deposit  such  as:  1)  the  tectonic  seng  with  Devonian  volcanism  in  an  evolving  connental  ri;  2)  the
geologic seng with bimodal volcanic rocks including pillow basalts and felsic volcanic tuﬀs; 3) an alteraon assemblage with well-deﬁned magnesium-
rich  footwall  alteraon  and  sodium-rich  hanging  wall  alteraon;  and  4)  typical  polymetallic  base-metal  mineralizaon  with  massive  and  semi-massive
sulphides, are indicave of a VMS deposit that has undergone high strain and complex folding and faulng.  

A  variety  of  VMS  types  have  been  well  documented  in  the  literature  (Franklin  et  al.,  2005),  with  the  Ambler  Schist  belt  deposits  most  like  deposits
associated  with  bimodal  felsic  dominant  volcanism  related  to  incipient  riing.  However,  the  abundance  of  volcaniclasc  rocks  with  argillaceous
sedimentary rocks and the tabular nature of mineralizaon are considered by Piercey (2022) to be similar to felsic silicilasc VMS environments.

Evidence exists for both exhalaon and emplacement on the seaﬂoor and replacement of rocks in the sub-seaﬂoor, either via ﬁlling of void space or via
dissoluon of original rocks and replacement by new minerals (Piercey, 2022). For example, the presence of barite, aributed to the mixing of BaCl2(aq)
from hydrothermal ﬂuids with seawater sulphate (SO4(aq)) at the vent-seawater interface supports some of the mineralizaon at Arcc likely precipitated
on  the  seaﬂoor.  In  contrast,  there  is  ample  textural  evidence  of  subseaﬂoor  replacement  at  Arcc,  such  as  the  presence  of  transions  from  massive
sulphides into selecve replacement of interpreted permeable tuﬀ beds in the hanging wall mudstones.

The tonnage, grades, and stragraphic seng of the Arcc deposit, and its broader tectonostragraphic seng, are similar to other felsic siliclasc VMS
environments globally. The deposit has strong similaries to deposits found the Finlayson Lake VMS district, Yukon, Bathurst district, New Brunswick, and
some parts of the Iberian Pyrite Belt, Spain-Portugal (Piercey, 2022).

A VMS model is considered applicable for use in exploraon targeng in the Arcc Project area.

Exploraon

Table 1 summarizes the exploraon work conducted by NovaGold, Trilogy (formerly, NovaCopper) and Ambler Metals from 2004 to 2022. Field exploraon
was largely conducted during the period between 2004 to 2007 and 2021 to 2022 with associated engineering and characterizaon studies between 2008
and 2021.

Table 1 - Summary of Overall Exploraon Acvies Targeng VMS Style Mineralizaon in the Ambler Sequence Stragraphy and the Arcc Deposit

Work Completed

Geological Mapping

-

-

Year

2004

2005

Details

-

-

35

Focus

Arcc deposit surface geology
Ambler Sequence west of the
Arcc deposit

Table of Contents

Work Completed
-
-
-

Year
2006
2015, 2016
2016

2021

2022

2004

2005

2006
2007
2007

2019

-

-

Geophysical Surveys

SWIR Spectrometry

TDEM

Downhole EM
VTEM Plus (Versale Time Domain
Electromagnec) airborne helicopter
geophysical
ZTEM (Z-Axis Tipper
Electromagnec) airborne helicopter
geophysical

Geochemistry

Details
-
SRK
-

-

-

2004 drill holes

2 loops

13 loops
6 loops
4 drill holes

400m line spacing with 200m inﬁll with e lines 4000m
spacing

2019

400m line spacing with e lines 4000m spacing

-
-
-
-

-

-

2005

2006

2007

2021

2022

-
-
-
-

-

-

36

Focus

COU, Dead Creek, Sunshine, Red
Geotechnical Structural Mapping
Arcc deposit surface geology
Snow, Ambler, Nani, DH, Cliﬀ,
Sunshine, Dead Creek, BT, 98-
9/Pipe, COU, SE Arcc, Nora
Snow, Ambler, Nani, DH, Bud,
Sunshine, Dead Creek, BT, 98-
9/Pipe, COU, East Arcc, Nora,
South Cliﬀ, SK, Cynbad, Z, Tom
Tom, Kogo/White Creek

Alteraon characterizaon
Follow-up of Kenneco DIGHEM
EM survey
District targets
Arcc extensions
Arcc deposit
Ambler Mining District and
Cosmos Hills with inﬁll over Arcc,
Sunshine and Horse-Cliﬀ
Ambler Mining District and
Cosmos Hills with inﬁll over Arcc,
Sunshine and Horse-Cliﬀ

Stream silts – core area prospects
Soils – core area prospects
Stream silts – core area prospects
Soils – Arcc deposit area
Soils - VTEM 26-29, JA Creek, West
Dead Creek, Dead Creek

Soils - Sub Arcc Valley, South Cliﬀ,
VTEM 26-29, VTEM-41, VTEM-23 ,
East and West Sunshine, Tom

Table of Contents

Work Completed

Year

Details

Survey

-

Collar

2004 to 2011,
2018, 2019,
2021, 2022

2004, 2008

Photography/Topography

2010

LiDAR Survey

2015, 2016

Technical Studies

Geotechnical

ML/ARD

Metallurgy

Geotechnical and Hydrology

Geotechnical and Hydrology

ML/ARD

Metallurgy

Project Evaluaon

Resource Esmaon

PEA

2010

2011

2012

2012

2015, 2016,
2018, 2019,
2021, 2022
2015, 2016,
2017, 2018,
2019

2015, 2016,
2017, 2018,
2019, 2021

2008

2011

2012

DGPS

Resurveys

-

-

BGC

SRK

SGS

BGC

SRK

SRK

SGS, ALS

SRK

SRK

Tetra Tech

37

Focus

Tom, Kogo/White Creek, SK, 
Cynbad, East Arcc,  West Dead 
Creek, Dead Creek, 98-9/Pipe, Z, 
Nora, Ambler, Nani

Streams silts - Core area prospects

All 2004 to 2019 NovaCopper drill
holes

Historical Kenneco drill holes

Photography/topography

LiDAR over Arcc Deposit

Preliminary geotechnical and
hazards
Preliminary ML and ARD
Preliminary mineralogy and
metallurgy
Preliminary rock mechanics and
hydrology

Arcc P                                                                                           
FS and FS slope design

Stac kinec tests and ABA update
- ongoing

Cu-Pb Separaon Testwork;
Flotaon and Variability Testwork;
SAG Mill Comminuon (SMC)
Testwork, ﬁltraon Testwork,
thickener Testwork, and tailings
seling tesng

Resource esmaon

PEA - Underground

PEA – Open Pit

 
 
Table of Contents

Work Completed

PFS

FS

Year

2018

2020

Details

Ausenco

Ausenco

Focus

Pre-Feasibility Study

Feasibility Study

Note:
Metallurgy; PEA = preliminary economic assessment.

SWIR = short wave infrared; LiDAR = light detecon and ranging; ML = metal leaching; BGC = BGC Engineering Inc.; SGS = SGS Canada; ALS = ALS

Drilling

Drilling at the Arcc deposit and within the Ambler Mining District has been ongoing since the inial discovery of mineralizaon in 1966. Approximately
67,639 m of drilling has been completed within the Ambler Mining District, including 55,038 m of drilling in 285 drill holes at the Arcc deposit or on
potenal extensions in 32 campaigns spanning 56 years.

All drill holes, except 11 geotechnical holes in 2017, 24 geotechnical holes drilled in 2018, 8 geotechnical holes from the 2021 program and 34 exploraon
holes from the 2022 program, for which assay results were not available - were considered for use in the esmate of Mineral Resources.

Geotechnical drilling is summarized in Table 2 and Table 3. The number of holes reported for each year are the holes that were staﬀed by a geotechnician
at the rig and the primary purpose was to gather geotechnical data.

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Table of Contents

Number of Holes
Oriented core

Water level monitoring

Falling head packer tests

Point load tests

Uniaxial compressive strength

Direct shear tesng
Modulus tesng
Triaxial tesng
Acousc Televiewer

Falling Head, Singleor Straddle packer tests

Airli pump test

Hydraulic conducvity tesng (slug tesng)

Cohesive and residual shear strength tests on soils

Compressive strength test on core and rock

Extended duraon injecon tests

Table 2 – Summary of Geotechnical Drilling

2011
5
X

2015
2
X

2016
3
X

X

X

X

X
X
X

X

X

X

X

X

X

X

X
X
X
X

X

X

2017
11

2018
24

X

X

X

X

X

X

X

2019
4
X

2021
8
X

2022
5
X

X

X

X

X

X

X

X

X

X

X

X

X
X
X

X

Table 3 – Summary of Geotechnical Drilling by Year and Purposes

Year

2011

2015

2016

2017

2018

2019

2021

2022

Purpose
Obtain geotechnical data in areas of the deposit that may host underground infrastructure or could pose issues
with underground mining.
Collect geotechnical and hydrological data to beer understand the wall rock characteriscs and hydrology
within the open pit area.
Complete the 3 drill holes that were deferred/not completed from the 2015 program.
Collect geotechnical and hydrological data for tailings management and waste rock facilies within the enre Sub
Arcc Creek valley.
Collect geotechnical and hydrological data for waste rock dump, tailings management facility, and surface
infrastructure in the Upper Sub Arcc Creek Valley.
Provide addional geotechnical and hydrological data for pit design for the Feasibility Study.

Deﬁne talc horizons on east side of pit for pit design.

Deﬁne extent of lower talc horizons on northeast side of pit for pit design.

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Table of Contents

NovaGold  re-surveyed  collars  of  selected  historical  holes  in  2004  and  again  in  2008.  The  re-surveys  showed  lile  variaon  compared  to  the  historical
surveys. The downhole survey data show a pronounced deviaon of the drill holes toward an orientaon more normal to the foliaon.

Incomplete Kenneco data exist with regards to overall core recovery but based on 917 intervals of 3.05 m or less in the historical database, the average
recovery was 92%. Kenneco RQD measurements in the 1998 program averaged 87.0%. There has been no systemac evaluaon of recovery by rock type.

Core recovery during NovaGold/NovaCopper/Trilogy Metals and Ambler Metals drill programs was good to excellent, resulng in quality samples with lile
to no bias.

Sampling, Analysis and Data Veriﬁcaon

Sampling and Analysis

The  data  for  the  Arcc  deposit  were  generated  over  three  primary  drilling  campaigns:  1966  to  1986  when  BCMC,  a  subsidiary  of  Kenneco  was  the
primary  operator,  1998  when  Kenneco  resumed  work  aer  a  long  hiatus,  and  2004  to  present  under  NovaGold,  Trilogy  (formerly,  NovaCopper),  and
Ambler Metals.

Between 2004 and 2005, NovaGold conducted a systemac drill core re-logging and re-sampling campaign of Kenneco and BCMC era drill holes AR-09 to
AR-74.  NovaGold  either  took  1  to  2  m  samples  every  10  m  or  sampled  enre  lengths  of  previously  unsampled  core  within  a  minimum  of  1  m  and  a
maximum or 3 m intervals. The objecve of the sampling was to generate a full ICP geochemistry dataset for the Arcc deposit and ensure connuous
sampling throughout the deposit.

From 2004 to 2019, sample intervals are determined by the geological relaonships observed in the core and limited to a 2.5 m maximum length and 1 m
minimum length. Sample intervals terminate at lithological and mineralizaon boundaries.

Aer logging, the core was cut in half using diamond core saws. If core was not competent, it was split by using a spoon to transfer half of the core into the
sample  bag.  One-half  of  the  core  was  returned  to  the  core  box  for  storage  on  site  and  the  other  half  was  bagged,  labelled,  and  sent  to  ALS  Minerals
Laboratories in Vancouver for analysis and the other half was archived in the core storage facility at the Bornite Camp facilies or at the Ambler Metals
warehouse in Fairbanks. For the 2021 metallurgical holes, ¼ core was sampled for analysis at ALS, ¼ retained, and ½ sent for metallurgical tesng.

Samples were logged into a tracking system on arrival at ALS Minerals, and weighed. Samples were then crushed dried, and a 250 g split pulverized to
greater than 85% passing 75 μm.

Samples were submied for mulelement analysis of a 0.25 gram sample by Inducvely Coupled Plasma (ICP) Mass Spectrometry (MS) following a 4-acid
digeson, and for gold analysis of a 30 gram sample by Fire Assay (FA) with an Atomic Absorpon (AA) ﬁnish.  Over limit ICP-MS Cu, Pb, and Zn samples
were resubmied for analysis of a 0.4 gram sample by ICP-Atomic Emission Spectroscopy (AES) or AA following a 4 acid digeson. The overlimit value for
Cu, Pb, and Zn is 10,000 ppm. Over limit gold results were resubmied for analysis of a 30 gram sample by FA with a Gravimetric ﬁnish. The overlimit value
for Au is 10 ppm. The Lower detecon limits for Cu, Pb, and Zn by ICP-MS are 0.2 ppm, 0.5 ppm, and 2 ppm respecvely. The lower detecon limit for Au
by FAAA is 0.05 ppm.

Between 2004 and 2005 NovaGold completed a resampling program of historic drill holes. As a result, 85% of the assay intervals now have recent assay
results from ALS Minerals.

All core and pulp reject samples submied to the ALS Minerals laboratory since 2004 were accompanied by standard, blank and duplicate control samples.
Secondary  laboratory  check  samples  were  analysed  at  Acme  in  Vancouver  or  SGS  Burnaby.  The  secondary  laboratory  check  samples  were  selected  to
represent the data populaon using a random selecon of 5% of the samples within percenle range groups.

40

Table of Contents

GeoSpark Consulng has prepared several reports summarizing the control sample results received between 2004 and 2019.

Paired laboratory and ﬁeld determinaons for mineralized zone SG measurements from 1998 and the 2004 program show very low variaon.

SRK conducts monthly QA/QC review of kinec test leachates for all operang kinec tests.

Data Veriﬁcaon

Wood qualiﬁed persons reviewed database veriﬁcaon and laboratory QA/QC reports and made data entry error spot checks, inspected down hole survey
results  for  anomalous  kinks  and  excessive  bends  in  the  drill  hole  traces,  reviewed  reports  summarizing  the  results  of  drill  core  sampling  and  assaying
completed  since  2004,  reviewed  the  assay  database  for  gaps  and  overlaps,  and  reviewed  the  historic  re-assay  program  results.  The  following  two
signiﬁcant issues were observed:

● A signiﬁcant high bias in historic Cu and low bias in historic Pb assay results

● Apparent low bias in Random Forest assisted speciﬁc gravity predicons

In the current assay table historic sample interval assay results are given priority over the historic sample interval re-assay results. This is not expected to
have a material impact on the grade esmaon but using the re-assay results would further migate the risk associated with the observed biases in the
historic Cu and Pb values.

Overall, the database veriﬁcaon and management and the laboratory QAQC monitoring completed by NovaGold, Trilogy Metals, and Ambler Metals has
resulted in a reasonably reliable drill hole database suitable for supporng the Mineral Resource esmated for the Arcc deposit. Some deﬁciencies exist
that when recﬁed will make the drill hole database even more robust.

Mineral Processing and Metallurgical Tesng

Since  1970,  metallurgical  testwork  has  been  conducted  to  evaluate  the  ability  of  the  Arcc  deposit  to  produce  copper,  lead  and  zinc  concentrates.  In
general,  the  samples  tested  produced  similar  metallurgical  performances  and  the  Arcc  Project  has  seen  the  development  of  a  robust  metal  recovery
process  to  support  the  current  operaonal  plans.  Work  conducted  included  mineralogy  and  ﬂotaon  tesng,  locked  cycle  tests,  comminuon  tests,
copper/lead separaon testwork, talc opmizaon testwork, and thickening and ﬁltraon tesng.

Testwork can be broken into four key me periods:

1. Historical testwork completed prior to 2012, primarily by Kenneco Research Centre in Utah, and Lakeﬁeld Research Ltd., Lakeﬁeld, Ontario;

2.

Preliminary Trilogy testwork conducted at SGS Mineral Services, Vancouver (“SGS Vancouver”), in 2012 to 2015;

3. Detailed Trilogy testwork conducted at ALS Metallurgy in Kamloops, BC (“ALS Metallurgy”) in 2015 to 2019; and

4. Amber Metals testwork conducted at ALS Metallurgy and SGS Mineral Services in 2021 to 2022.

In 2012, SGS Vancouver conducted a metallurgical test program to further study metallurgical responses of the samples produced from Zones 1, 2, 3, and 5
of the Arcc deposit. The ﬂotaon test procedures used talc pre-ﬂotaon, convenonal copper-lead bulk ﬂotaon and zinc ﬂotaon, followed by copper
and lead separaon. In general, the 2012-2015 test results indicated that the samples responded well to the ﬂowsheet tested. The average results of the
locked cycle tests (without copper and lead separaon) were as follows:

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Table of Contents

● The copper recoveries to the bulk copper-lead concentrates ranged from 89% to 93% excluding the Zone 1 & 2 composite which produced a

copper recovery of approximately 84%; the copper grades of the bulk concentrates were 24% to 28%.

● Approximately 92% to 94% of the lead was recovered to the bulk copper-lead concentrates containing 9% to 13% lead.

● The zinc recovery was 84.2% from Composite Zone 1 & 2, 93.0% from Composite Zone 3 and 90.5% from Composite Zone 5. On average, the zinc
grades of the concentrates produced were higher than 55%, excluding the concentrate generated from Composite Zone 1 & 2, which contained
only 44.5% zinc.

● Gold and silver were predominantly recovered into the bulk copper-lead concentrates. Gold recoveries to this concentrate ranged from 65% to

80%, and silver recoveries ranged from 80% to 86%.

Using  an  open  circuit  procedure,  the  copper  and  lead  separaon  tests  on  the  bulk  copper–lead  concentrate  produced  from  the  locked  cycle  tests
generated reasonable copper and lead separaon. The copper concentrates produced contained approximately 28% to 31% copper, while the grades of
the  lead  concentrates  were  in  the  range  of  41%  to  67%  lead.  In  this  testwork  program,  it  appeared  that  most  of  the  gold  reported  to  the  copper
concentrate and on average the silver was equally recovered into the copper and lead concentrates. Subsequent testwork to beer deﬁne the copper and
lead separaon process was conducted in 2017, including a more detailed evaluaon of the precious metal deportment in the copper and lead separaon
process.

Grindability tesng was completed during both the SGS Vancouver and ALS Metallurgy testwork programs to support the design and economics of eﬃcient
grinding  of  the  Arcc  materials.  SAG  mill  test  results  included  a  single  JKTech  drop-weight  test  and  19  SAG  media  competency  tests  using  variability
samples. Test results show the material is amenable to SAG milling and is relavely so, with a reported breakage (axb) average value of 189.7. Bond ball
mill work index (BWi) tests were completed on 44 samples and values ranged from 5.4 to 13.1 kWh/t with an average BWi of 8.82 kWh/t. Abrasion index
(Ai) tests were completed on ﬁve samples and values ﬂuctuated from 0.017 to 0.072 g for the measured samples. The data indicate that the samples are
neither resistant nor abrasive to ball mill grinding. The materials are considered to be so or very so in terms of grinding requirements. The grinding
testwork was used to support detailed grinding circuit design.

In 2017, ALS Metallurgy conducted detailed copper and lead separaon ﬂotaon testwork using a bulk sample of copper– lead concentrate produced from
the operaon of a pilot plant. This testwork conﬁrmed high lead recoveries in locked cycle tesng of the copper–lead separaon process and conﬁrmed
precious metal recoveries into the representave copper and lead concentrates. This testwork indicated a clear tendency of the gold values to follow the
lead  concentrate,  giving  it  a  signiﬁcant  gold  grade  and  value.  Detailed  mineralogical  analysis  showed  that  a  majority  of  gold  values  were  occurring  as
liberated ﬁne-grained gold parcles.

The conclusions of testwork conducted both in 2012 and 2017 indicate that the Arcc materials are well-suited to the producon of high-quality copper
and zinc concentrates using ﬂotaon techniques which are industry standard. Copper and zinc recovery data were reported in the range of 88% to 92%,
which reﬂected the high-grade nature of the deposit as well as the coarse-grained nature of these minerals. Grade variaons within the deposit will be
observed  as  indicated  by  the  grade  variaons  observed  in  variability  samples,  however,  mill  feed  variability  is  expected  to  be  limited  and  readily
manageable with good plant operaonal pracces. Lead concentrates have the potenal to be of good quality and can also be impacted by zones of very
high talc. Considerable care will be required to ensure maximum talc recovery to remove talc, which has the potenal to dilute lead concentrate grades.
The lead concentrate is also shown to be rich in precious metals, which has some advantages in terms of marketability of this material.

Ancillary  testwork  was  completed  by  third  party  consultants  on  representave  concentrate  samples,  to  provide  thickening  and  ﬁltraon  data  for  the
various  concentrates.  Seling  and  ﬁltraon  rates  were  observed  to  be  typical  for  sulﬁde  concentrates  and  moisture  contents  in  ﬁnal  ﬁlter  cakes  were
observed to be lower than expected.

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Metallurgical testwork was completed to provide representave tailings samples for use in detailed solids seling and compacon testwork to provide
data for tailings design studies.

A detailed study of water treatment chemistry was undertaken to evaluate and conﬁrm the opon of destroying cyanide contained in soluons from the
proposed  copper–lead  separaon  process.  The  use  of  an  SO2/air  process  in  a  small-scale  pilot  plant  demonstrated  removal  of  99%  of  the  contained
cyanide and supported the concept of maintaining low cyanide concentraons within the proposed tailings pond soluons.

In  2021,  various  metallurgical  testwork  programs  were  conducted  at  ALS  Metallurgy,  SGS,  and  MO  Group.  ALS  Metallurgy  completed  several  testwork
programs,  including  ﬂotaon  tesng  with  the  Preﬂotaon  circuit  only  to  establish  talc  performance;  further  ﬂowsheet  development  test  work  to
invesgate  the  beneﬁts  of  sequenal  ﬂotaon  versus  the  original  bulk  ﬂow  sheet;  and  a  variability  testwork  to  support  the  development  of  improved
metallurgical recovery models.

The  objecve  of  the  ALS  Metallurgy  program  was  to  invesgate  bulk  and  sequenal  ﬂotaon  ﬂowsheets  with  composites  formed  from  two  parent
composites, and then select a ﬂowsheet for a geo-metallurgical evaluaon through tesng with variability samples.

The mineralizaon was amenable to either a bulk ﬂowsheet followed by copper-lead separaon, or a sequenal ﬂowsheet, both following a pre-ﬂotaon
stage to remove talc.

Table 4 shows average performance obtained for the Avg Talc Composite in the Flowsheet Development phase of the tesng.

Table 4 – Comparison of Bulk versus Sequenal Locked-Cycle Test Results – ALS 2021

Composite

Copper concentrate 

Lead concentrate 

Zinc concentrate 

Copper concentrate 

Lead concentrate 

Zinc concentrate 

Assays

Distribuon (%)

Cu
(%)

Pb
(%)

Zn
(%)

Ag
(g/t)

Au
(g/t)

Mg
(%)

Cu

Pb

Zn

Ag

Au

28.0 

7.90 

0.87 

27.6 

2.72 

0.98 

0.86 

39.0 

0.38 

0.87 

49.3 

1.09 

Avg Talc Bulk

181 

1124 

41 

4.17 

4.75 

0.35 

Avg Talc - Sequenal

168 

1360 

47 

3.23 

5.31 

0.77 

4.27 

6.30 

55.9 

2.05 

9.71 

54.5 

0.46 

1.23 

0.04 

1.96 

1.40 

0.17 

87.3 

5.1 

1.9 

90.2 

1.2 

2.1 

8.3 

78.1 

2.6 

8.9 

69.9 

7.3 

9.1 

2.8 

83.3 

4.7 

3.1 

83.5 

36.0 

46.0 

5.7 

34.9 

39.4 

6.5 

60.9

14.3

3.5

48.7

11.2

7.7

Copper  recovery  to  the  copper  concentrate  was  slightly  higher  for  the  sequenal  ﬂowsheet;  however,  gold  recovery  to  the  copper  concentrate  was
substanally lower. The lead concentrate grade for the Avg Talc composite could likely be improved over that shown above with opmizaon of copper-
lead separaon condions given the higher lead concentrate grade measured with other composites.

Zinc circuit performance was similar for the two ﬂowsheets, although higher zinc recovery to the copper concentrate was recorded for the bulk circuit.
Magnesium content in the copper concentrate was higher for the sequenal circuit, but similar in the lead concentrate for both circuits.

43

Table of Contents

Based on economic analysis comparing the bulk and sequenal circuit, the bulk circuit ﬂowsheet was selected for the Variability tesng.

An  overall  metallurgical  balance  for  the  project  is  summarized  in  Table  5.  The  projected  metallurgical  recoveries  are  based  on  an  expected  average
recovery over the life-of-mine (LOM), and results of metallurgical variability testwork conducted in 2021 and 2022.  

Table 5 – Summary of Overall Metal Recovery – Arcc Project

Process stream

Process Feed  

Copper Conc.  

Lead Conc.  

Zinc Conc.  

Tailings  

Mass
%  

100

6.3

0.6

4.7

88.4

Concentrate Grade  

Metal Recoveries  

Cu
%  

2.1

30.3

2.0

1.0

0.1

Pb
%  

0.5

1.7

53.9

0.5

0.1

Zn
%  

2.8

0.7

5.9

53.6

0.3

Au
g/t  

0.4

3.4

Ag
g/t  

31.1

Cu
%  

-

160.5

92.1

14.1

2425.8

0.3

0.1

38.3

4.6

0.6

2.2

5.1

Pb
%  

-

19.4

61.3

4.4

14.8

Zn
%  

-

1.6

1.3

88.4

8.7

Au
%  

-

52.2

21.4

3.2

23.2

Ag
%  

-

32.4

48.8

5.7

13.1

SGS conducted SAG Power Index (SPI®) tests to invesgate the eﬀect of friable ores on the plant throughput.

MO Group conducted talc circuit modelling using the data obtained from the ALS Metallurgy Preﬂotaon test work program to invesgate the beneﬁts of
talc circuit open and closed-circuit cleaning. The MO Group also conducted dewatering and ﬁltraon test work on the talc concentrate and ﬁnal tailings
generated from the Preﬂotaon test work program.

Thickening  and  ﬁltraon  testwork  were  completed  by  the  MO  Group  on  representave  preﬂotaon  concentrate  and  tailings  samples,  to  invesgate
opportunies to improve water recovery and reduce operang costs. The results were used to incorporate a tailings thickener in the process plant ﬂow
sheet.

Mineral Resource and Mineral Reserve Esmates

Mineral Resource Esmate

Mineral Resources have not been previously disclosed under S-K 1300 standards prior to ﬁscal year ended November 30, 2022 and deﬁnions in a ﬁling
with the United States Securies and Exchange Commission (SEC). A descripon of the key assumpons, parameters, and methods used in the mineral
resource esmate are included in Chapter 11 of the S-K 1300 Arcc Report . A brief discussion of the material assumpons and criteria used in the mineral
resource esmaon are as follows:  Mineral resource esmates are performed from a 3D block model based on geostascal applicaons using LeapFrog
soware. The block model has a parent block size measuring 10 x 10 x 5 m with a sub-block size measuring 2 x 2 x1 m and uses data derived from 171 drill
holes within the Arcc deposit. The resource esmate was generated using drill hole sample assay results and the interpretaon of a geological model
which relates to the spaal distribuon of copper, lead, zinc, gold and silver. Interpolaon characteriscs were deﬁned based on the geology, drill hole
spacing, and geostascal analysis of the data. The eﬀects of potenally anomalous high-grade sample data, composited to 2 m intervals, are controlled
by capping each mineralizaon zone. The grade models have been validated using a combinaon of visual and stascal methods. The resources were
classiﬁed  according  to  their  proximity  to  the  sample  data  locaons  and  are  reported  using  the  2014  CIM  Deﬁnion  Standards  in  the  NI  43-101  Arcc
Report and standards and deﬁnions

44

Table of Contents

in S-K 1300 in the S-K 1300 Arcc Report. The tonnes, grade, and classiﬁcaon are the same under the two standards. Model blocks esmated by three or
more drill holes spaced at a maximum distance of 100 m are included in the Indicated category. Inferred blocks are within a maximum distance of 150 m
from a drill hole.

The deposit is amenable to open pit extracon methods. Reasonable prospects for economic extracon were established by constraining mineralizaon
within a pit shell based on technical and economic assumpons presented in Table 6. As a result of ﬂaening the north end of the reserve pit to stabilize
the  pit  wall  due  to  the  presence  of  talc,  a  poron  of  the  reserve  pit  extended  beyond  the  resource  constraining  pit  shell.    A  second  pass  of  resource
tabulaon  was  performed  on  the  Indicated  and  Inferred  classiﬁed  blocks  exterior  to  the  resource  constraining  pit  shell  and  interior  to  the  reserve
constraining pit shell, above a 0.5% copper equivalent (CuEq) cut-oﬀ.  The formula for the CuEq is shown in footnote 5 of Table 7.

Table 6 - Parameters Used to Generate a Resource-Constraining Pit Shell

Opmizaon Parameter

Open Pit Mining Cost

Milling Cost + G&A

Pit Slope

Copper Price

Lead Price

Zinc Price

Gold Price

Silver Price

Metallurgical Recovery:  Copper

Lead

Zinc

Gold

Silver

Unit

$/t mined

$/t processed

degree

$/lb

$/lb

$/lb

$/oz

$/oz

%

%

%

%

%

Value

3

35

43

3.00

0.90

1.00

1,300

18

92

77

88

63

56

Note: no  adjustments  for  mining  recovery  or  diluon.  The  metal  prices  and  costs  were  ﬁxed  over  the  13-year  mine  life.    The  metal  prices  are  within  the  range  of
industry consensus of long-term average metal prices based on an assessment of industry peers, and long-term forecast prices by banks at the me of the mineral
resource esmate.

Trilogy’s aributable interest in the Mineral Resource esmate exclusive of Mineral Reserves is stated in Table 7a. The Mineral Resource esmate inclusive
of Mineral Reserves is stated in Table 7b . All Indicated Mineral Resources have been converted to Mineral Reserves. Mineral Resources are reported in
place (point of reference) and on a 100% basis; however, Trilogy Metals aributable interest is 50% of the tonnes and metal content.

45

Table of Contents

Table 7a – S-K 1300 Mineral Resource Summary Table, Exclusive of Mineral Reserves

Resource

Tonnage

Category

Inferred -100%

Inferred – 50%
Aributable Interest

(Mt)

4.5

2.25

Average Grade

Contained Metal Content

Cu

(%)

1.92

1.92

Pb

(%)

0.70

0.70

Zn

(%)

 2.93

 2.93

Au

(g/t)

0.43

0.43

Ag

(g/t)

35.6

35.6

Cu

(Mlb)

189

94.5

Pb

Zn

(Mlb)

(Mlb)

69

34.5

288

144

Au

(koz)

62

31

Ag

(Moz)

5

2.5

Notes:
1.

A Qualiﬁed Person and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 10-K
as of November 30, 2023 and reviewed the resources in the S-K 1300 Arcc Report conﬁrmed that the resources remain current as of November 30, 2023.

4.

2. Mineral Resources were prepared in accordance with the standards and deﬁnions of S-K 1300.
3. Mineral Resources stated are contained within a conceptual pit shell developed using metal prices of $3.00/lb Cu, $0.90/lb Pb, $1.00/lb Zn, $1,300/oz Au and
$18/oz Ag and metallurgical recoveries of 92% Cu, 77% Pb, 88% Zn, 63% Au and 56% Ag and operang costs of $3/t mining and $35/t process and general
and administrave costs. The assumed average pit slope angle is 43º.
As a result of ﬂaening the north end of the reserve pit to stabilize the pit wall due to the presence of talc, a poron of the reserve pit extended beyond the
resource constraining pit shell and a second pass of mineral resource tabulaon was performed exterior to the constraining resource pit and interior to the
constraining reserve pit which is included in the Mineral Resource tabulaon.
The cut-oﬀ grade is 0.5% copper equivalent: CuEq = (Cu% x 0.92) + (Zn% x 0.290) + (Pb% x 0.231) + (Au g/t x 0.398) + (Ag g/t x 0.005).
The Mineral Resource esmate is reported exclusive of those Mineral Resources that were converted to Mineral Reserves.
Trilogy Metals’ 50% aributable interest is stated in the table.
Figures may not sum due to rounding.

5.
6.
7.
8.

Table 7b – NI 43-101 Mineral Resource Summary Table, Inclusive of Mineral Reserves

Resource

Tonnage

Conﬁdence Category

Indicated

Inferred

Notes:

(Mt)

35.7

4.5

Average Grade

Contained Metal Content

Cu

(%)

2.98

1.92

Pb

(%)

0.79

0.70

Zn

(%)

4.09

2.93

Au

(g/t)

0.59

0.43

Ag

(g/t)

45.2

35.6

Cu

Pb

Zn

Au

Ag

(Mlb)

(Mlb)

(Mlb)

(koz)

(Moz)

2,347

189

621

69

3,216

288

675

62

52

5

1. Mineral Resources are current as of November 30, 2022 and were veriﬁed by a Wood QP.
2. Mineral Resources stated are contained within a conceptual pit shell developed using metal prices of $3.00/lb Cu, $0.90/lb Pb, $1.00/lb Zn, $1300/oz Au and
$18/oz Ag and metallurgical recoveries of 92% Cu, 77% Pb, 88% Zn, 63% Au and 56% Ag and operang costs of $3/t mining and $35/t process and G&A. The
assumed average pit slope angle is 43°.
The cut-oﬀ grade is 0.5% copper equivalent. CuEq = (Cu%x0.92) + (Zn%x0.290) + (Pb%x0.231) + (Au g/tx0.398) + (Ag g/tx0.005).
As a result of ﬂaening the north end of the reserve pit to stabilize the pit wall due to the presence of talc, a poron of the reserve pit extended beyond the
resource constraining pit shell.  Approximately 568kt of 1.72% Cu, 0.77% Pb, 0.23 g/t Au

3.
4.

46

Table of Contents

and 21.3 g/t Ag in the Indicated category, and approximately 319 kt of 2.01% Cu, 0.87% Pb, 2.53% Zn, 0.50 g/t Au and 37.5 g/t Ag in the Inferred category
were added to the Mineral Resource tabulaon.
The Mineral Resource esmate is reported inclusive of those Mineral Resources that were converted to Mineral Reserves.  
Trilogy Metals’ aributable interest is 50% in the table.
Figures may not sum due to rounding.

5.
6.
7.

Factors that may aﬀect the mineral resource esmate are listed below:

● Uncertaines in sampling and drilling methods, data processing and handling.

● Metal price assumpons.

● Uncertaines in the cost assumpons used to determine the cut-oﬀ grade.

● Uncertaines in the geological and mineralizaon shapes, and geological and grade connuity assumpons.

● Uncertaines in the historically predicted (esmated) SG values determined by Random Forest Regressor.

● Uncertaines in the geotechnical, mining, and metallurgical recovery assumpons.

● Uncertaines represented by historical assay values for payable metals.

● Uncertaines in the resource esmaon parameters including parameters such as capping values, search ellipsoids, variogram models, number

of composites.

● Changes in the Mineral Resource Classiﬁcaon criteria.

● Uncertaines to the input and design parameter assumpons that pertain to the conceptual pit constraining the esmates.

● Uncertaines in the assumpons made to the concentrate marketability, payability and penalty terms.

● Uncertaines  in  the  assumpons  regarding  the  connued  ability  to  access  the  site,  retain  mineral  and  obtain  surface  rights  tles,  obtain

environment and other regulatory permits, and maintain the social license to operate.

Mineral Reserve Esmates

Mineral Reserves were not disclosed under S-K 1300 standards prior to ﬁscal year ended November 30, 2022 in a ﬁling with the SEC. A descripon of the
key  assumpons,  parameters,  and  methods  used  in  the  mineral  reserve  esmate  are  included  in  Chapter  12  of  the  S-K  1300  Arcc  Report  .  A  brief
discussion of the material assumpons and criteria used in the mineral reserve esmaon are as follows: Mineral Reserves were classiﬁed in accordance
with the CIM Deﬁnion Standards for Mineral Resources and Mineral Reserves (May 10, 2014) in the NI 43-101 Arcc Report and in accordance with the
standards and deﬁnions of S-K 1300 in the S-K 1300 Arcc Report.  There are no diﬀerences in the resulng tonnes, grade, or classiﬁcaon between the
two  reporng  standards.  Modifying  factors  were  applied  to  the  Indicated  Mineral  Resources  to  convert  them  to  Probable  Mineral  Reserves.  All  of  the
Indicated Mineral Resources were converted to Probable Mineral Reserves. The point of reference for reporng the Mineral Reserves is at delivery to the
mill, as such, the Mineral Reserves for the Arcc deposit incorporate appropriate mining diluon and mining recovery esmaons.

The pit shell that deﬁnes the ulmate pit limit was derived in While using the Pseudoﬂow pit opmizaon algorithm. The opmizaon procedure uses
the block value and pit slopes to determine a group of blocks represenng pits of valid slopes that yield the maximum proﬁt. The block value is calculated
using informaon stored in the geological block model, commodity prices, mining and processing costs, process recovery, and the sales cost for the metals
produced.

47

Table of Contents

The  pit  slopes  are  used  as  constraints  for  removal  precedence  of  the  blocks  (Xiaoyu  Bai,  et  al.,  2017).  Table  8  provides  a  summary  of  the  primary
opmizaon inputs.  Metal prices and costs were ﬁxed over the 13-year mine life .

Parameter

Copper

Lead

Zinc

Gold

Silver

Discount Rate

Diluon and Mine Losses

Reference Bench Elevaon

Base Cost

Incremental Mining Cost

Uphill (below 790m)

Downhill (above 790m)

Operang Cost

G&A

Sustaining Capital

Road Toll Cost

Closure

Processing Rate

Copper

Lead

Zinc

Gold

Silver

Payable – Main Element

Unit

$/lb

$/lb

$/lb

$/oz

$/oz

%

%

m

$/t

$/t/5m

$/t/5m

$/t milled

$/t milled

$/t milled

$/t milled

$/t milled

kt/d

%

%

%

%

%

%

Table 8 – Opmizaon Inputs

Value

Cu Conc.

Pb Conc.

Zn Conc.

Metal Prices

3.46

0.91

1.12

1,615

21.17

8

Esmated in a block-by-block basis, adding up 30% to 40%.

Mining Cost

790

2.52

0.02

0.012

Process Costs

18.31

5.83

2.37

8.04

4.27

10

Process Recovery 

48

89.9

8.1

3.4

10.9

26.4

96.5

2.4

79

0.4

62.1

63.1

95

2.7

2.2

90.6

5.4

3.4

85

Table of Contents

Parameter

Treatment Cost

Copper

Gold

Silver

Transport Cost

Concentrate Losses

Insurance Cost

Representaon/Markeng

Geotechnical Sector 1 (2L-E)

Geotechnical Sector 2 (2L-W)

Geotechnical Sector 3 (2U)

Geotechnical Sector 4 (3)

Geotechnical Sector 5 (4L)

Geotechnical Sector 6 (4U)

Unit

$/dmt

$/lb

$/oz

$/oz

$/dmt

% weight

%

$/wmt

degrees

degrees

degrees

degrees

degrees

degrees

Value

Cu Conc.

Pb Conc.

Zn Conc.

80

0.08

5

0.5

160

-

10

1.25

215

-

-

-

Reﬁning Cost

271

0.42

0.15

2.5

Slope Angles

Variable based on slope dip direcon. IRA ranging from 26 to 56.

Variable based on slope dip direcon IRA ranging from 38 to 56.

Variable based on slope dip direcon IRA ranging from 29 to 56.

Variable based on slope dip direcon IRA ranging from 30 to 56.

Variable based on slope dip direcon IRA ranging from 34 to 56.

Variable based on slope dip direcon IRA ranging from 37 to 56.

NANA Surface Use

%NSR

1

Note:  IRA = inter ramp angle

Royales

The Mineral Reserves statement is shown in Table 9. Trilogy Metals aributable interest is 50% of the tonnes of the Mineral Reserves.

Table 9 – Mineral Reserve Esmate

Conﬁdence Category

Probable Mineral Reserves – 100%

Probable Mineral Reserves – 50% Aributable Interest

Tonnage

Mt

46.7

23.35

Average Grades

Cu (%)

Pb (%)

Zn (%)

Au (g/t)

Ag (g/t)

2.11

2.11

0.56

0.56

2.90

2.90

0.42

0.42

31.8

31.8

Notes:
1.

A  Qualiﬁed  Person  and  an  employee  of  the  Company,  has  reviewed  the  reserves  in  the  S-K  1300  Arcc  Report  and  conﬁrmed  that  the  reserves  remain
current as of November 30, 2023.

2. Mineral Reserves were esmated assuming open pit mining methods and include a combinaon of internal and contact diluon. Total diluon is expected to

be between 30% and 40%. Pit slopes vary by sector and range from 26° to 56°. A marginal NSR cut-oﬀ of $38.8/t is used.

49

Table of Contents

3. Mineral Reserves are based on prices of $3.46/lb Cu, $0.91/lb Pb, $1.12/lb Zn, $1,615/oz Au, and $21.17/oz Ag.
4.

Variable process recoveries averaging 92.2% Cu in Cu concentrate, 62.2% Pb in Pb concentrate, 87.6% Zn in Zn concentrate, 16.0% Pb in Cu concentrate, 1.9%
Zn  in  Cu  concentrate,  47.2%  Au  in  Cu  concentrate,  32.7%  Ag  in  Cu  concentrate,  0.8%  Cu  in  Pb  concentrate,  1.3%  Zn  in  Pb  concentrate,  26.1%  Au  in  Pb
concentrate, 48.7% Ag in Pb concentrate, 2.1% Cu in Zn concentrate, 4.5% Pb in Zn concentrate, 3.3% Au in Zn concentrate, 5.8% Ag in Zn concentrate.

5. Mineral Reserves are based on mining cost of $2.52/t incremented at $0.02/t/5m and $0.012/t/5m below and above 790 m elevaon, respecvely.
6.

Costs applied to processed material following: process operang cost of $18.31/t, G&A of $5.83/t, sustaining capital cost of $2.37/t, closure cost of $4.27/t,
road toll cost of $8.04/t.
Strip rao (waste:ore) is 7.3:1.
Selling terms following: payables of 96.5% of Cu, 95% of Pb and 85% of Zn, treatment costs of $80/t Cu concentrate, $160/t Pb concentrate and $215/t Zn
concentrate; reﬁning costs of $0.08/lb Cu in Cu concentrate, and$10/oz Au, $1.25/oz Ag in Pb concentrate; and transport cost $270.98/t concentrate.
Fixed royalty percentage of 1% NSR.

7.
8.

9.
10. Trilogy Metals’ aributable interest is 50% of the tonnage stated in the table.

The Arcc Mineral Reserves are subject to the types of risks common to open pit polymetallic mining operaons that exist in Alaska and may be materially
aﬀected by the following risk factors include:

●

●

●

●

●

●

●

●

●

●

Changes in the metal prices from what was assumed;

Changes to the assumpons used to generate the cut-oﬀs;

Changes in local interpretaons of mineralizaon geometry and connuity of mineralized zones;

Changes to geological and mineralizaon shapes, and geological and grade connuity assumpons;

Changes to density and domain assignments from what was assumed;

Changes to geotechnical, hydrogeological design assumpons;

Changes to mining and metallurgical recovery assumpons;

Change to the input and design parameter assumpons that pertain to the open pit constraining the esmates;

Assumpons as to concentrate marketability, payability and penalty terms;

Assumpons as to the connued ability to access the site, retain mineral tenure and obtain surface rights tles, obtain environment and
other regulatory permits, and maintain the social license to operate.

More speciﬁcally the presence of certain talc layers in the rock have not been included in the current geological model and could aﬀect the metallurgical
recoveries and slope stability.  Addionally, there is currently no developed surface access to the Arcc Project area and beyond. Access to the Arcc
Project is proposed to be via AAP, a road approximately 340 km (211 miles) long, extending west from the Dalton Highway where it would connect with
the proposed Arcc Project area. Construcon costs of the road are not yet ﬁnal. The working assumpon is that AIDEA would arrange ﬁnancing in the
form of a public-private partnership to construct and arrange for the construcon and maintenance of the access road. AIDEA would charge a toll to
mulple mining and industrial users (including the Arcc Project) in order to pay back the costs of ﬁnancing the AAP. The amount paid in tolls by any user
would  be  aﬀected  by  the  cost  of  the  road,  its  ﬁnancing  structure,  and  the  number  of  mines  and  other  users  of  the  road  which  could  also  include
commercial transportaon of materials and consumer items that would use the AAP to ship concentrates to the Port of Anchorage in Alaska and possibly
provide goods and commercial materials to villages in the region.

50

Table of Contents

The Mineral Reserve esmaon assumes toll payments of $5.52/t processed, plus a road maintenance fee of $2.52/t milled processed, resulng in a
total road toll and maintenance LOM unit cost of $8.04/t processed.  There is a risk that a negoated road toll agreement may result in higher costs than
what has been assumed.

Mining Operaons

The Arcc Project is designed as a convenonal truck-shovel operaon with 144 t trucks and 15 m3 shovels. The pit design includes four nested phases to
balance stripping requirements while sasfying the concentrator requirements.

The design parameters include a ramp width of 30 m, road grades of 10%, bench height of 5 m, targeted mining width between 70 m and 100 m, berm
interval of 20 m, variable slope angles by sector and a minimum mining width of 30 m.

The smoothed ﬁnal pit design contains approximately 46.7 Mt of ore and 340.2 Mt of waste for a resulng stripping rao of 7.3:1. Within the 46.7 Mt of
ore, the average grades are forecasted to be 2.11% Cu, 2.90% Zn, 0.56% Pb, 0.42 g/t Au and 31.8 g/t Ag.

The scheduling constraints set the maximum mining capacity at 35 Mt/a, and the maximum process capacity at 10 kt/d. The producon schedule based on
the Probable Mineral Reserves shows a total life-of-mine (LOM) of 15 years, including 2 years of pre-producon and 13 years of producon.

Processing and Recovery Operaons

The 10,000 t/d process plant design is convenonal for the industry and will operate two 12-hour shis per day, 365 d/yr with an overall plant availability
of  92%.  The  process  plant  will  produce  three  concentrates:  1)  copper  concentrate,  2)  zinc  concentrate,  and  3)  lead  concentrate.  Gold  and  silver  are
expected to be payable at a smelter; both gold and silver is expected to be payable in the copper and lead concentrates.

While there are several deleterious elements reporng to the concentrates at levels that could incur penales, there are no special processing provisions
required to make a readily saleable concentrate. The presence of naturally hydrophobic talc minerals was consistently observed in the various testwork
programs. There is lile reason to expect concentrates will be impaired by talc contaminaon as talc can be eﬀecvely removed from the ﬂotaon process
prior to base metal ﬂotaon. Talc and ﬂuorine levels will be managed by opmizaon of the talc pre-ﬂoat circuit, eﬀecvely removing talc and ﬂuorine to
ensure the quality of the lead concentrate.

The mill feed will be hauled from the open pit to a primary crushing facility where the material will be crushed by a jaw crusher to a parcle size of 80%
passing 80 mm.

The  crushed  material  will  be  ground  by  two  stages  of  grinding,  consisng  of  one  SAG  mill  and  one  ball  mill  in  closed  circuit  with  hydrocyclones  (SAB
circuit). The hydrocyclone overﬂow with a grind size of approximately 80% passing 70 μm will ﬁrst undergo talc pre-ﬂotaon, and then be processed by
convenonal  bulk  ﬂotaon  (to  recover  copper,  lead,  and  associated  gold  and  silver),  followed  by  zinc  ﬂotaon.  The  bulk  rougher  concentrate  will  be
cleaned and followed by copper and lead separaon to produce a lead concentrate and a copper concentrate. The ﬁnal tailings from the zinc ﬂotaon
circuit will be pumped to a tailing management facility (“TMF”). Copper, lead, and zinc concentrates will be thickened and pressure-ﬁltered before being
transported by truck to a port and shipped to smelters.

Based on the mine plan developed for the NI 43-101 Arcc Report and S-K 1300 Arcc Report and metallurgical testwork results, the LOM average metal
recoveries and concentrate grades are presented in Table 10.

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Descripon

LOM Producon

Grade

Recovery

Table 10 – LOM Average Recovery and Concentrate Grade

Units

t/y

%

%

Cu con

234,132

30.3% Cu

92.1% Cu
52.2% Au
32.5% Ag

Pb con

23,300

53.9% Pb

61.3% Pb
21.6% Au
48.6% Ag

Zn con

174,202

53.7% Zn

88.5% Zn

The recovery plan includes provision for reagents, and water and power requirements.

Infrastructure, Perming and Compliance Acvies

Infrastructure

The  Arcc  Project  site  is  a  remote,  greenﬁeld  site  that  is  remote  from  exisng  infrastructure.  Infrastructure  that  will  be  required  for  the  mining  and
processing operaons will include:

● Open pit mine

● Stockpiles and Waste Rock Facility (“WRF”)

● Truck workshop, truck wash, mine oﬃces, mine dry facility and warehouse

● Power house

● Administraon building

● Mill dry facility

● Plant workshop and warehouse

● Primary crushing building

● Fine ore stockpile building

● Process plant and laboratory

● Concentrate loadout building

● Reagent storage and handling building

● Explosive storage silos and magazines

● Avalanche migaon structures

● TMF

● Surface water diversion and collecon channels, culverts, and containment structures

● Waste rock collecon pond (“WRCP”)

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● Process water pond

● Water treatment plant (“WTP”)

● Camp

Access

The Arcc Project site will be accessed through a combinaon of State of Alaska-owned highways (exisng), an AIDEA-owned private road (proposed) and
Ambler-owned access roads (proposed). The AAP road is proposed by AIDEA to connect the Ambler Mining District to the Dalton Highway. The AAP road
expected to be permied as a private road with restricted access for industrial use. To connect the Arcc Project site and the exisng exploraon camp to
the proposed AAP road, an access road (the Arcc access road) will need to be built.

The State of Alaska-owned, public Dahl Creek airport will require upgrades to support the planned regular transportaon of crews to and from Fairbanks.
The cost of these upgrades has been included in the capital cost esmate.

Power

Power generaon will be by ﬁve diesel generators, producing a supply voltage of 13.8 kV. The total connected load will be 25.9 MW with a normal running
load of 21.0 MW. Diesel will be supplied via exisng fuel supply networks in the region and shipped along the AAP road.

Accommodaon

The Arcc Project will require three self-contained camps, in two diﬀerent locaons, equipped with their own power and heat generaon capabilies,
potable water treatment plant, sewage treatment plant, and garbage incinerator. The exisng 90-person Bornite Camp currently used for exploraon will
be expanded and used to start the construcon of the Arcc access road and the logiscs yard and construcon camp. This Bornite Camp will be expanded
and available prior to surface access from the Dalton Highway via the AAP road. A 250-person construcon camp (“CC”) will be constructed at a locaon
near the intersecon of the AAP road and Arcc Mine Access road, across the road from the Logiscs Yard. CC will be constructed when limited access via
the AAP is available for the transport of camp modules. A Permanent Accommodaons Facility (“PAF”) will be constructed in the same locaon as CC. The
PAF  will  be  constructed  when  the  AAP  is  available  to  transportaon  of  the  modules  by  truck  and  will  be  operang  for  about  2  years  prior  to  the
commissioning of the Arcc Mill and producon of concentrates. During this period, it will be used to accommodate both construcon personnel and the
inial Ambler Metals Mine Operaons and support personnel required for pre-producon mining.

Waste Rock Facility

The WRF will be developed north of the Arcc pit in the upper part of the Subarcc Creek valley. The WRF is designed as part of the tailings dam structure
to provide a buress for tailings containment in the adjacent footprint. The total volume of waste rock is expected to be 162.6 Mm3 (340 Mt); however,
there is potenal for expanded volume in the waste if placement density is <2.0 t/m3. The WRF will have a ﬁnal height of 340 m to an elevaon of 990
masl and is planned to be constructed in lis of either 5, 10 or 20 m height with catch benches every 20 m to achieve an overall slope angle of 2.5H:1V.

Most of the waste rock is ancipated to be potenally acid-generang and there will be no separaon of waste based on acid generaon potenal. Rather,
seepage from the WRF will be collected and treated.

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Overburden Stockpiles

There will also be three small overburden stockpiles to store the stripped topsoil and overburden from the TMF and WRF footprint. The topsoil stockpile
will be placed between the haul roads with capacity to store up to 325,000 m3 while the overburden stockpile will be located south of the WRF to store up
to 2,200,000 m3.

Tailings Management Facility

The TMF will be located at the headwaters of Subarcc Creek, in the upper-most poron of the creek valley. The 59 hectares footprint of the TMF will be
fully  lined  with  a  geomembrane  liner.  Tailings  containment  will  be  provided  by  an  engineered  dam,  buressed  by  the  WRF  that  will  be  constructed
immediately  downstream  of  the  TMF  and  the  natural  topography  on  the  valley  sides.  A  starter  dam  will  be  constructed  to  elevaon  830  m.  Three
subsequent raises will bring the ﬁnal dam crest elevaon to 892 m, which is 98 m lower than the ﬁnal elevaon of the WRF. The TMF is designed to store
approximately 37.4Mm3 (41.2 Mt) of tailings produced over the 13-year mine life, 3.3 Mm3 of addional pond water, as well as 1.5 mes the probable
maximum ﬂood, with 2.5 m of freeboard.

Water Management

The proposed mine development is located in the valley of Subarcc Creek, a tributary to the Shungnak River. A surface water management system will be
constructed to segregate contact and non-contact water. Non-contact water will be diverted around mine infrastructure to Subarcc Creek. A groundwater
seepage  monitoring  and  collecon  system  will  be  located  down  gradient  of  the  WRF  and  seepage  collecon  pond.  Contact  water  will  be  conveyed  to
treatment facilies prior to discharge to the receiving environment.

A WRCP will be located directly below the toe of the WRF and will be used to collect seepage from the WRF, runoﬀ from the WRF and haul road corridor
area, and water pumped from the open pit.

The Arcc Project water and load balance model was updated to include the current water management plan. The model indicates that during operaons,
excess water from the WRCP will need to be treated prior to discharge to the receiving environment. During closure, water from the dewatering of the
TMF will also need to be treated prior to discharge to the receiving environment.

Water Treatment Plant

It was assumed the site will be assigned water quality-based eﬄuent limits matching the state’s Water Quality Standards for the nearby Subarcc Creek.
Therefore, the WTP is designed to treat all parameters in the predicted site wastewater to the WQS of Subarcc Creek. This will eliminate the need for a
mixing zone and allow treated water to be discharged year-round if needed.

A single WTP, built in stages, will be used. During Operaons phase the WTP will treat eﬄuent from the WRCP, and during Closure phase eﬄuent from the
pit. The WTP will inially consist of chemical/physical treatment with reverse osmosis (“RO”) ﬁltraon. During operaons, the RO reject will be sent to the
TMF, and only RO permeate will be discharged to Subarcc Creek. When the TMF is closed at the end of the operaons, a biological/chemical/physical
plant will be added to treat the RO reject. The biologic plant discharge will be mixed with the RO prior to discharge.

Market Studies

Metal pricing was guided by 3-year trailing average prices and long-term price forecasts from analysts as published by CIBC in 2022.

The metal price assumpons used in the economic analysis:

● Copper:  $3.65/lb

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● Zinc:  $1.15/lb

● Lead:  $1.00/lb

● Gold:  $1,650/oz

● Silver:  $21.00/oz

Smelter  terms  were  prepared  in  January  2023  by  StoneHouse  Consulng  Inc.  Smelter  terms  were  applied  for  the  delivery  of  copper,  zinc  and  lead
concentrate.  It  was  assumed  that  delivery  of  all  concentrates  would  be  to  a  smelter  in  the  Asia  Paciﬁc  region  at  currently  available  freight  rates.  Total
transport costs for the concentrate are esmated at $324.37/dmt.

Environmental, Perming, Social and Closure Consideraons

Environmental Consideraons

The  Arcc  Project  area  includes  the  Ambler  Lowlands  and  Subarcc  Creek  within  the  Shungnak  River  drainage.  A  signiﬁcant  amount  of  baseline
environmental  data  collecon  has  occurred  in  the  area  including  surface  and  groundwater  quality  sampling,  surface  hydrology  monitoring,  wetlands
mapping,  aquac  life  surveys,  avian  and  mammal  habitat  surveys,  cultural  resource  surveys,  hydrogeology  studies,  meteorological  monitoring,  and
ML/ARD studies.

Perming Consideraons

Current mineral exploraon acvies are conducted at the Arcc deposit under State of Alaska and NWAB permits. The State of Alaska Miscellaneous Land
Use Permit and the NWAB Permit both expired at the end of 2022 and will be renewed.

Mine development perming will be largely driven by the underlying land ownership with regulatory requirements varying depending on land ownership.
The Arcc Project area includes patented mining claims (private land under separate ownership by Ambler Metals and NANA), State of Alaska land, and
NANA land (private land)

Because the infrastructure for the Arcc Project is situated to a large extent on State land, it will likely be necessary to obtain a Plan of Operaon Approval
(which includes the Reclamaon Plan and Closure Cost Esmate) from the Alaska Department of Natural Resources (“ADNR”). The Arcc Project will also
require  cerﬁcates  to  construct  and  operate  dams  (tailings  and  water  storage)  from  the  ADNR  (Dam  Safety  Unit)  as  well  as  water  use  and  discharge
authorizaons, an upland mining lease and a mill site lease, as well as several minor permits including those that authorize access to construcon material
sites from ADNR.

The Alaska Department of Environmental Conservaon (“ADEC”) would authorize waste management under an Integrated Waste Management permit, air
emissions  during  construcon  and  operaons  under  an  air  permit,  and  an  Alaska  Pollutant  Discharge  Eliminaon  System  permit  for  any  wastewater
discharges, and a Mul-Sector General Permit for stormwater discharges. The ADEC would also be required to review the US Army Corps of Engineers
Secon 404 permit to cerfy that it complies with Secon 401 of the Clean Water Act (“CWA”).

The Alaska Department of Fish and Game would have to authorize any culverts or bridges that are required to cross ﬁsh-bearing streams or other impacts
to ﬁsh-bearing streams that result in the altering or aﬀecng ﬁsh habitat.

The U.S. Army Corps of Engineers (“USACE”) would require a CWA Secon 404 permit for dredging and ﬁlling acvies in Waters of the United States
including jurisdiconal wetlands. The USACE Secon 404 perming acon would require the USACE to comply with the NEPA and, for a project of this
magnitude, the development of an Environmental Impact Statement (“EIS”) is ancipated. The USACE would likely be the lead federal agency for the NEPA
process. As part of the Secon 404 perming process, the Arcc Project will have to meet USACE wetlands guidelines to avoid, minimize and migate
impacts to waters of the US including wetlands.

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The Arcc Project will also have to obtain approval for a Master Plan from the NWAB. In addion, acons will have to be taken to change the borough
zoning for the Arcc Project area from Subsistence Conservaon and General Conservaon to Resource Development and Transportaon.

The overall meline required for perming would be largely driven by the me required for the NEPA process, which is triggered by the submission of the
Secon 404 permit applicaon to the USACE. The meline includes the development and publicaon of a dra and ﬁnal EIS and ends with a Record of
Decision and Secon 404-permit issuance. In Alaska, the EIS and other State and Federal perming processes are generally coordinated so that perming
and environmental review occurs in parallel. The NEPA process could require about three years to complete and could potenally take longer.

Social and Community

The Arcc Project is located approximately 40 km northeast of the villages of Shungnak and Kobuk, and 65 km east-northeast of the community of Ambler.
 The populaon in these villages are 151 in Kobuk (2020 Census), 210 in Shungnak (2020 Census), and 275 in Ambler (2020 Census). Residents largely live a
subsistence lifestyle with incomes supplemented by guiding, local development projects, employment through tribal and city councils, government aid,
and employment both in and outside of their home villages.  

The Arcc Project has the potenal to signiﬁcantly improve work opportunies for residents during the exploraon phase, construcon, and during full
operaon.    Trilogy’s  joint  venture,  Ambler  Metals  works  directly  with  the  Upper  Kobuk  villages  and  communies  throughout  the  region  to  employ
residents  as  mechanics,  geotechnicians,  core  cuers,  administrave  staﬀ,  camp  services,  heavy  equipment  operators,  drill  helpers,  and  environmental
technicians.  

Stakeholder outreach and community meengs in the region by the Arcc Project’s owners over many years have provided the opportunity to engage with
residents, provide updated informaon on the project and future plans for the Upper Kobuk Mineral Project, hear concerns, answer quesons, and build
relaonships.

This  engagement  has  also  idenﬁed  various  hurdles  residents  have  faced  when  applying  for  employment.  Opportunies  have  been  created  for  NANA
shareholders  to  apply  and  receive  educaonal  scholarships,  parcipate  in  job  shadowing  at  Bornite,  driver’s  license  courses,  and  heavy  equipment
operator training sponsored by the Arcc Project’s owners.  

It is the company’s goal to connue and grow these eﬀorts throughout the perming process and the life of the project – encouraging and supporng
educaon, job training, employment, and economic growth.

Closure Planning

Mine  reclamaon  and  closure  are  largely  driven  by  State  of  Alaska  regulaons  that  specify  that  a  mine  must  be  reclaimed  concurrent  with  mining
operaons  to  the  greatest  extent  possible  and  then  closed  in  a  way  that  leaves  the  site  stable  in  terms  of  erosion  and  manages  degradaon  of  water
quality from acid rock drainage or metal leaching on the site. A detailed Reclamaon Plan and Closure Cost Esmate will be submied to the State of
Alaska agencies for review and approval in the future, during the formal mine perming process.

Owing to the fact that the Arcc Project is likely to have facilies on a combinaon of private (patented mining claims and nave land) and State land, the
Reclamaon Plan will be submied and approved as part of the Plan of Operaons, which is approved by the ADNR. However, since the Reclamaon and
Closure plan must meet regulaons of both ADNR and the ADEC, both agencies will review and approve the Reclamaon Plan and Closure Cost Esmate.
In addion, private landowners must formally concur with the poron of the Reclamaon Plan for their lands so that it is compable with their intended
post-mining land use.

The esmated closure costs are determined from unit rates based on projects located in Alaska. The indirect costs were included as percentages of the
esmated direct costs. Long-term water treatment and maintenance of certain water

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management facilies were calculated separately, and a net present value (“NPV”)value is provided for the ﬁrst 100 years, at a discount rate of 4.3%.

Annual undiscounted costs associated with long-term operaons of the WTP are esmated to be $11.7 million in Phase 1 closure (15-years post-closure)
and  $10.8  million  in  Phase  2  closure  (85  years  thereaer),  amounng  to  $1,095  million  over  the  100-year  closure  period.  These  costs  equate  to  $258
million when discounted at 4.3% p.a. to the ﬁrst year of post-producon.

Capital and Operang Costs

Capital Costs

The capital cost esmate has an esmated accuracy of ±15% and uses Q3/Q4-2022 US dollars as the base currency within an esmated conngency of
±15%. The total esmated inial capital cost for the design, construcon, installaon, and commissioning of the Arcc Project is esmated to be $1,177
million. A summary of the esmated inial capital cost, sustaining capital cost and closure costs is shown in Table 11.

WBS
Level 1

1000 

2000 

3000 

4000 

5000 

6000 

7000 

8000 

9000 

Table 11 – Capital Cost Summary

WBS Level 1 Descripon

Inial Capex
($ M)

Sustaining Capex
($ M)

Total Capex
($ M)

Mining  

Crushing 

Process Plant 

Tailings 

On-site Infrastructure 

Oﬀ-site Infrastructure 

 Sub-total Direct Costs

Indirects

Provisions (Conngency) 

Owner Costs 

Sub-total Indirect Costs  

277.4

42.5

158.0

88.3

172.8

75.8

834.1

177.4

138.5

26.8

342.7

Project Total 

1,176.8

Project Total – Closure Costs

17.5 

0 

1.3

32.4 

35.1

0 

86.3

15.1

13.0

0

28.1

114.4

294.9

42.5

159.3

120.7

207.9

75.8

920.4

192.5

151.5

26.8

370.8

1,291.2

170.8

Operang Costs

An average operang cost was esmated for the Arcc Project based on the proposed mining schedule. These costs included, mining, processing, G&A,
surface services, and road toll costs. The average LOM operang cost for the Arcc

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Project is esmated to be $59.83/t milled. The breakdown of costs in Table 12 is esmated based on the LOM average mill feed rate of 3,650,000 t/y.

All pre-producon costs have been included in the capital cost esmate in “Properes – Arcc Project—Capital and Operang Costs – Capital Costs” above.

Descripon

Mining*

Processing

G&A

Road Toll and Maintenance

Water Treatment

Total Operang Cost

  * Excludes pre-producon costs

Economic Analysis

Table 12 – Overall Operang Cost Esmate

LOM Average Unit Operang Cost
($/ t milled)
22.49

Percentage of Total Annual
Operang Costs
37.6%

22.60

5.85

7.72

1.17

59.83

37.8%

9.8%

12.9%

2.0%

100%

The results of the economic analyses discussed in this secon represent forward-looking informaon as deﬁned under U.S. and Canadian securies law.
The results depend on inputs that are subject to several known and unknown risks, uncertaines, and other factors that may cause actual results to diﬀer
materially from those presented herein. Informaon that is forward-looking includes the following: Probable Mineral Reserves that have been modiﬁed
from  Indicated  Mineral  Resource  esmates;  assumed  commodity  prices  and  exchange  rates;  proposed  mine  and  process  producon  plan;  projected
mining  and  process  recovery  rates;  ability  to  market  the  three  types  of  concentrate  on  favourable  terms;  ability  to  control  the  levels  of  deleterious
elements in some of the concentrate batches; sustaining costs and proposed operang costs; assumpons as to closure costs and closure requirements,
including WTP requirements; assumpons as to development of the Ambler Access Project, meframe of such development and assumed toll charges;
assumpons as to ability to permit the project; assumpons about environmental, perming and social risks.

An  economic  analysis  was  undertaken  on  a  100%  project  ownership  basis  to  determine  the  internal  rate  of  return  (“IRR”),  NPV  and  payback  on  inial
investment of the Arcc Project. Trilogy holds a 50% interest in the Arcc Project though its ownership in Ambler Metals. The Arcc Project consists of a
three-year construcon period, followed by 13 years of producon.

The pre-tax ﬁnancial model incorporated the producon schedule and smelter term assumpons to produce annual recovered payable metal, or gross
revenue, in each concentrate stream by year. Oﬀ-site costs, including the applicable reﬁning and treatment costs, penales, concentrate transportaon
charges, markeng and representaon fees, and royales were then deducted from gross revenue to determine the NSR. The operang cash ﬂow was
then produced by deducng annual mining, processing, G&A, surface services, and road toll & maintenance charges from the NSR. Inial and sustaining
capital was deducted from the operang cash ﬂow in the years they occur, to determine the net cash ﬂow before taxes. Inial capital cost includes all
esmated expenditures in the construcon period, from Year -3 to Year -1 inclusive. First producon occurs at the beginning of Year 1. Sustaining capital
expenditure includes all capital expenditures purchased aer ﬁrst producon, including mine closure and rehabilitaon. The model includes an allocaon
of a 1% NSR aributable to NANA.

With total capital costs of $1,719 million over LOM ($1,177 million inial capital cost, $114 million sustaining capital cost and $428 million closure costs),
the project demonstrates a pre-tax NPV of $1,500 million at an 8% discount rate, IRR of

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25.8% and payback period of 2.9 years. Post-tax ﬁnancials have an NPV of $1,108 million at an 8% discount rate, IRR of 22.8% and payback period of 3.1
years.

The esmated cash ﬂow forecast over LOM is $3,942.6 million undiscounted pre-tax cash ﬂow, $1,500.3 million discounted pre-tax cash ﬂow at an 8%
discount rate, $3,019.9 million undiscounted post-tax cash ﬂow and $1,108.1 discounted post-tax cash ﬂow at an 8% discount rate.

Sensivity Analysis

Ausenco invesgated the sensivity of the Arcc Project’s pre-tax NPV, and IRR to several project variables. The following variables were elected for this
analysis:

● Copper price

● Zinc price

● Lead price

● Gold price

● Silver price

● Capital costs

● On-site operang costs

● Oﬀ-site  operang  costs  (royales,  reﬁning  and  treatment  charges,  penales,  insurance,  markeng,  and  representaon  fees,  and  concentrate

transportaon)

Each variable was changed in increments of 10% between -20% to +20% while holding all other variables constant. The project NPV at an 8% discount rate
is most sensive to changes in copper price, followed by oﬀ-site operang costs, on-site operang costs, zinc price, capital costs, silver price, gold price and
lead price.

Exploraon, Development, and Producon

Constraints and Interfaces

The Arcc Project will be an integrated development with several consultants contribung to the overall design process. Specialist contractors will most
likely be engaged for speciﬁc packages, such as the Arcc access road, and the construcon camps, generally on a “design and construct” basis.

It is essenal that these pares work together to ensure data being used is both current and meaningful. Data transfer between pares shall be strictly
controlled and in accordance with Document Control protocols.

The early design interfaces for the Arcc Project will include at least:

● Mine development

● Waste Rock placement and Tails Dam

● Arcc Project water management and treatment

● Arcc Access Road design and construcon, in parcular the pioneer road necessary to allow earliest possible access to the Mine pre-assembly

construcon site

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● Bornite, Construcon and Permanent Camps

The Interface Management procedures will be developed to ensure services at the baery limits are clearly deﬁned and understood by all pares aﬀected.

Key Project Milestones

Key project milestones will be developed once the project is commied to construcon and the required permits are in hand.

The Mine requires nominally two years of pre-strip operaons, tailings pond starter dam development and water accumulaon before actual producon
mining operaons can commence.

For that pre-strip work to start, the Arcc access road from the AAP intersecon to the mine site will have to be constructed to at least a pioneer road
condion that will allow the mine ﬂeet and the support facilies to be delivered, built and made operaonal.

Tailings pond construcon must be to a height to allow natural collecon of water in quanes that will allow plant operaons to commence.

Proven Technology

The Arcc Project will ulize proven technology and equipment that can be built, operated and maintained under adverse weather condions.

The Design Criteria, Technical Speciﬁcaons and Data sheets shall reﬂect the locaon, the environmental and inial logiscs constraints that may aﬀect the
procurement and construcon eﬀort.

Engineering, Procurement and Construcon Management Approach

Two engineering, procurement and construcon management (“EPCM”) strategies have been idenﬁed that are structured to account for the abnormally
long pre-strip mining operaon. The ﬁrst opon is the basis for the capital and operang cost esmate.

Early Engineering Only with 2-Stage Procurement

There is a need to establish the mine facilies and assemble the Mine Fleet in me to allow the pre-strip operaon to start some two years before the
Process Plant receives its ﬁrst ore. This means that there will be a signiﬁcant amount of detailed engineering requiring compleon well in advance of the
me required for convenonal engineering, procurement and construcon of just the process plant and supporng infrastructure. This has been assessed
as requiring detailed engineering to start some four years before the process plant starts producon.

In parcular, the pioneer access road design and contracts and civil design for the Mine Support facilies will be required early in the schedule. By default,
the rest of the civil design would need to aach to that early works for simple plant layout and construcon coordinaon purposes. For that to occur the
plant layout will be required to be established at an early stage. That in turn is dependent on sizing and selecon of the major process equipment items
and the receipt of vendor data to complete the plant layout.

Eﬀecvely, the detailed design phase will need to follow the convenonal approach and run its course but started at a me that meets the early works
schedule requirements. Everything other than the mine support facilies will be designed some two years in advance of when it is needed.

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With the early equipment order placement, the supply phase could become inordinately long, extending over three years in most cases, when in fact the
equipment is not likely to be needed unl the last eighteen months prior to plant start¬up.

An unorthodox but proven opon to this extended design, supply and construcon schedule is to have the EPCM Contractor procure the major equipment
in two steps:

● Step 1: Procure only the vendor cerﬁed engineering data to allow detailed engineering to connue to compleon but hold the manufacturing

funcons unl later in the overall schedule, eﬀecvely a delay of around twelve to ﬁeen months.

● Step 2: Based on agreed vendor manufacturing duraons, apply a “late” release of the equipment for manufacture with deliveries eﬀecvely

becoming a “Just-in Time” logiscs operaon.

This strategy provides the following advantages:

● Engineering can start and connue to compleon using crical cerﬁed vendor data without the need for an extended “standby” involvement.

● Procurement funcons can work in parallel with the engineering group with no disconnect between the two disciplines.

● The procurement team can generally disband early in the schedule with just key personnel retained to provide connuity of support.

● The expeding team can mobilize later in the schedule to drive manufacture and delivery in a concerted campaign.

● Equipment deliveries can be orchestrated to suit the condions at the me with everything consolidated into a transit compound for coordinated

shipping to site.

● Reduced cashﬂow demands.

Potenal issues to be migated with this approach are:

● The vendors need to be clearly briefed as to what the system means to their manufacturing schedule.

● A payments formula needs to be in place to account for a delayed delivery strategy.

● Some vendors have diﬃculty in determining just what their actual engineering costs are.

Early EPCM Leading to Plant Care and Maintenance

Under this approach, the EPCM would work to convenonal design and construcon schedule, starng to suit the mine access requirements but following
on  to  compleon  without  interrupon.  That  would  bring  the  total  process  plant  and  supporng  infrastructure  to  a  mechanical  compleon  condion
nominally twelve to ﬁeen months before it is able to start work.

The plant could not be commissioned through lack of ore and would have to be placed into care and maintenance mode unl ore became available. This
has  an  inherent  advantage  in  that  if  the  pre-strip  operaon  was  completed  earlier  than  scheduled,  and  suﬃcient  water  is  accumulated,  the  plant
operaons would be able to take advantage of the fact the plant was already mechanically complete. The care and maintenance requirements in that
environment for that duraon will require close assessment.

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Interpretaons and Conclusions

The  Arcc  deposit  will  be  mined  at  an  maximum  annual  rate  of  35  Mt  of  ore  per  year  with  an  overall  stripping  rao  of  7.3.  Ore  will  be  processed  by
convenonal methods to annually produce 234 kt of copper, 23 kt of lead, and 174 kt of zinc, all in concentrates for provision to third party reﬁners. Waste
and  tailings  materials  will  be  stored  in  surface  facilies,  which  will  be  closed  and  reclaimed  at  the  end  of  the  mine;  contact  water  will  be  treated  and
discharged  to  the  environment  throughout  the  life  of  mine.  Precious  metals  aendant  with  the  concentrates  will  be  largely  payable.  While  there  are
deleterious elements reporng to the concentrates at levels that could incur penales, special processing provisions have been included in the ﬂowsheet
to make a readily saleable concentrate.

In  terms  of  project  execuon,  the  mine  requires  nominally  two  years  of  pre-strip  operaons,  tailings  pond  starter  dam  development  and  water
accumulaon before actual producon mining operaons can commence.

For that pre-strip work to start, the Arcc access road from the Ambler Access Project intersecon to the mine site will have to be constructed to at least a
pioneer road condion that will allow the mine ﬂeet and the support facilies to be delivered, built, and made operaonal.

Based  on  $1,177  million  of  inial  capital  costs,  sustaining  capital  costs  of  $114  million,  closure  costs  of  $428  million,  $2,969  million  in  LOM  oﬀ-site
operang costs and $2,794 million in LOM on-site operang costs, pre-tax ﬁnancial results show a project IRR of 25.8% and an NPV of $1,500 million at an
8% discount rate and a 2.9-year payback period. Post-tax results show a project IRR of 22.8% and NPV of $1,108 million at an 8% discount rate and a 3.1-
year payback period.

Bornite Project

The Company is subject to and required to disclose mineral resources and mineral reserves in accordance with S-K 1300. While the S-K 1300 rules are
similar to NI 43-101 rules in Canada, they are not idencal and therefore two reports have been produced for the Arcc Project. The informaon in Item 2,
Properes, contains pernent informaon required under both NI 43-101 and S-K 1300.

Except as otherwise stated, the scienﬁc and technical informaon relang to the Bornite Project contained in this Form 10-K is derived from the (i) 2023
S-K 1300 report for Bornite tled “Technical Report Summary on the Inial Assessment of the Bornite Mineral Resource, Northwest, Alaska, USA” dated
November 30, 2022 prepared by Wood Canada Limited, which is unaﬃliated with Trilogy  (“S-K 1300 Bornite Report”) and the (ii) technical report tled
“NI 43-101 Technical Report on the Mineral Resource Update of the Bornite Project, Northwest Alaska, USA” with an eﬀecve date of January 26, 2023,
prepared by Wood Canada Limited (the “NI 43-101 Bornite Report”). The informaon regarding the Bornite Project is based on assumpons, qualiﬁcaons
and procedures which are not fully described herein. Reference should be made to the full text of the S-K 1300 Bornite Report and the NI 43-101 Bornite
Report which has been ﬁled, as applicable, with certain Canadian securies regulatory authories pursuant to NI 43-101.  The NI 43-101 Bornite Report is
available for review on SEDAR+ at www.sedarplus.ca and the S-K 1300 Bornite Report is available for review on EDGAR at www.sec.gov.

Property Descripon, Locaon, and Access

The Bornite property is located in the Ambler Mining District of the southern Brooks Range in the NWAB of Alaska. The property is located in Ambler River
A-2 quadrangle, Kateel River Meridian T 19N, R 9E, secons 4, 5, 8 and 9. The Bornite Project is located 248 km east of the town of Kotzebue, 19 km north
of the village of Kobuk, 275 km west of the Dalton Highway (an all-weather state maintained public road) at geographic coordinates N67.07° latude and
W156.94° longitude (Universal Transverse Mercator North American Datum 83, Zone 4W coordinates 7440449N, 589811E).

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Primary access to the Bornite Project is by air, using both ﬁxed wing aircra and helicopters. There are four well maintained, approximately 1,500 m-long
gravel airstrips located near the property, capable of accommodang charter ﬁxed wing aircra. These airstrips are located 40 km west at Ambler, 23 km
southwest at Shungnak, 19 km south at Kobuk, and 15 km south at Dahl Creek. There is daily commercial air service from Kotzebue to the village of Kobuk,
the closest community to the property. During the summer months, the Dahl Creek airstrip is suitable for larger aircra, such as C-130 and DC-6.

There  is  also  a  700  m  airstrip  located  at  the  Bornite  camp.  The  airstrip  at  Bornite  is  suited  to  smaller  aircra,  which  support  the  Bornite  camp  with
personnel and supplies.

A two-lane, two-wheel drive gravel road links the Bornite camp to the 1,525 m Dahl Creek airstrip and village of Kobuk.

On February 11, 2020, Trilogy Metals transferred the UKMP, including the Bornite property, to a 50/50 joint venture named Ambler Metals. With NANA’s
approval, Trilogy Metals also contributed, along with the UKMP, its rights under the NANA Agreement to Ambler Metals while its joint venture partner,
South32, contributed $145 million dedicated to advancing the projects.

The NANA Agreement provides that NANA will grant Trilogy Metals the nonexclusive right to enter onto, and the exclusive right to explore, the Bornite
Lands  and  the  ANCSA  Lands  (each  as  deﬁned  in  the  NANA  Agreement)  and  in  connecon  therewith,  to  construct  and  ulize  temporary  access  roads,
camps, airstrips, and other incidental works.  The NANA Agreement has a term of 20 years, with an opon in favour of Trilogy Metals to extend the term
for an addional 10 years.  The NANA Agreement may be terminated by mutual agreement of the pares or by NANA if Trilogy Metals does not meet
requirements of aggregate expenditures over two consecuve calendar years are not at least $600,000 on NANA’s lands.  Trilogy Metals has conﬁrmed
they met this expenditure requirement to date.

The NANA Agreement outlines a partnership agreement for the development of the UKMP.  If, following receipt of a feasibility study and the release for
public comment of a related dra environmental impact statement, Ambler Metals decides to proceed with construcon of a mine on the lands subject to
the NANA Agreement, Ambler Metals will nofy NANA in wring and NANA will have 120 days to elect to either (a) exercise a non-transferrable back-in-
right  to  acquire  between  16%  and  25%  (as  speciﬁed  by  NANA)  of  that  speciﬁc  project;  or  (b)  not  exercise  its  back-in-right,  and  instead  receive  a  net
proceeds royalty equal to 15% of the net proceeds realized by Ambler Metals from such project. The cost to exercise such back-in-right is equal to the
percentage interest in the property mulplied by the diﬀerence between (i) all costs incurred by Ambler Metals or its aﬃliates on the property, including
historical costs incurred prior to the date of the NANA Agreement together with interest on the historical costs; and (ii) $40 million (subject to excepons).
This  amount  will  be  payable  by  NANA  to  Ambler  Metals  in  cash  at  the  me  the  pares  enter  into  a  joint  venture  agreement  and  in  no  event  will  the
amount be less than zero.

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In the event that NANA elects to exercise its back-in-right, the pares will, as soon as reasonably praccable, form a joint venture with NANA elecng to
parcipate between 16% to 25%, and Ambler Metals will own the balance of interest in the joint venture.  Upon formaon of the joint venture, the joint
venture will assume all obligaons of Ambler Metals and be entled to all the beneﬁts of Ambler Metals under the NANA Agreement in connecon with
the mine to be developed and the related lands.  A party’s failure to pay its proporonate share of costs in connecon with the joint venture will result in
diluon of its interest.  Each party will have a right of ﬁrst refusal over any proposed transfer of the other party’s interest in the joint venture other than to
an aﬃliate or for the purposes of granng security.  A transfer by either party of a NSR royalty on the property or any net proceeds royalty interest in the
property other than for ﬁnancing purposes will also be subject to a ﬁrst right of refusal.

In connecon with possible development on the Bornite Lands, Ambler Metals and NANA will execute a mining lease to allow Ambler Metals or the joint
venture to construct and operate a mine on the Bornite Lands.  These leases will provide NANA a 2% NSR royalty as to producon from the Bornite Lands.

If Ambler Metals decides to proceed with construcon of a mine on its own lands subject to the NANA Agreement, NANA will enter into a surface-use
agreement with Ambler Metals which will aﬀord Ambler Metals access to the project along routes approved by NANA. In consideraon for the grant of
such surface use rights, Ambler Metals will grant NANA a 1% NSR royalty on producon and an annual payment of $755 per acre (as adjusted for inﬂaon
each year beginning with the second anniversary of the eﬀecve date of the NANA Agreement and for each of the ﬁrst 400 acres (and $100 for each
addional acre) of the lands owned by NANA and used for access which are disturbed and not reclaimed.

Environmental Liabilies

Under the NANA Agreement, NANA is required to complete a baseline environmental report following the cleanup of the former mining camp on the
Bornite Lands; this work must be completed to Alaska Department of Environmental Conservaon standards. Cleanup includes the removal and disposal,
as required by law, of all hazardous substances present on the Bornite Lands. NANA has indemniﬁed and will hold Trilogy Metals harmless for any loss,
cost, expense, or damage suﬀered or incurred aributable to the environmental condion of the Bornite Lands at the date of the baseline report which
relate to any acvies prior to the date of the agreement.

Reclamaon of mineral exploraon acvies at the Bornite property is completed under the guidelines presented by the State of Alaska in the Mul-Year
Hardrock Exploraon Permit #2183 issued by the Department of Natural Resources Division of Mining, Land, and Water.

Permits

Mulple  permits  are  required  during  the  exploraon  phase  of  the  Bornite  property.  Permits  are  issued  from  Federal,  State,  and  Regional  agencies,
including: the Environmental Protecon Agency, US Army Corps of Engineers, ADEC, Alaska Department of Fish and Game, ADNR, and NWAB.  The State of
Alaska permit for exploraon on the Bornite property, known as the Annual Hardrock Exploraon Acvity (“AHEA”) Permit, is obtained and renewed every
ﬁve years through the ADNR – Division of Mining, Land and Water. Trilogy Metals held an AHEA exploraon permit in good standing with the ADNR and
has  done  so  each  year  since  2004  under  Alaska  Gold.    The  Bornite  property  is  within  the  NWAB  therefore  requiring  a  Title  9  Miscellaneous  Land  Use
permit for mineral exploraon, fuel storage, gravel extracon, and the operaon of a landﬁll.  The Bornite camp, Bornite landﬁll, and Dahl Creek camp are
permied by the ADEC.  Aer the formaon of the joint venture, Ambler Metals has renewed the necessary permits for exploraon and related camp
operaons.

As the Bornite Project progresses, addional permits for environmental baseline and engineering studies will be necessary at Federal, State, and Regional
levels.

The QP is not aware of any signiﬁcant factors and risks that may aﬀect access, tle, or the right or ability to perform work on the Bornite property other
than what is described in the NI 43-101 Bornite Report and the S-K 1300 Bornite Report.

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The mineral resource esmates with respect to the Bornite Project are reported on a 100% basis, of which Trilogy’s share is 50%.

History

Kenneco and Bear Creek Mining Tenure

Prospectors in search of gold, travelling up the Kobuk River in 1898 to 1899 found several small gold placer deposits in the southern Cosmos Hills that
were worked intermiently over the ensuing decades. Around this me, copper mineralizaon at Ruby Creek and Pardner Hill was explored using small
shas and adits. At Ruby Creek, Smith describes bornite and chalcopyrite and lesser amounts of galena and pyrite ﬁlling open spaces in brecciated zones in
limestone and in places replacing dolomite breccia.

In  1947,  Rhinehart  “Rhiny”  Berg  staked  claims  over  the  Ruby  Creek  prospects,  carried  out  extensive  trenching  and  the  ﬁrst  diamond  drilling,  and
constructed an airstrip for access.  In 1957, BCMC, Kenneco’s exploraon subsidiary, oponed the property from Berg.  Exploraon drilling in 1961 and
1962 culminated in the discovery of the “No.1 Ore Body” where drill hole RC-34 cut 20 m of 24% Cu (the “No. 1 Ore Body” is a historical term used by
BCMC  that  does  not  connote  economic  viability  in  the  present  context;  it  is  convenient  to  connue  to  use  the  term  to  describe  exploraon  work  in  a
speciﬁc area that was previously referred to as the Ruby Creek Zone and is now referred to as simply the Ruby Zone).  The discovery of the “No. 1 Ore
Body” led to the development of an exploraon sha in 1965 through 1966, the development of an exploraon dri and the compleon of underground
drilling in 1967. The discovery of the Arcc project in 1965 prompted a hiatus in exploraon at Bornite, and only limited drilling occurred up unl 1997.

In the late 1990s, Kenneco resumed its evaluaon of the Bornite deposit and the mineralizaon in the Cosmos Hills with an intensive soil, stream, and
rock chip geochemical sampling program using a 32-element inducvely couple plasma (“ICP”) analyses. Grid soil sampling yielded 765 samples. Ridge and
spur sampling resulted in an addional 850 soil samples in the following year. Skeletonized core samples (85 samples) from key historical drill holes were
also analyzed using 32 element ICP analycal methods. Geochemical sampling idenﬁed mulple areas of elevated copper and zinc in the Bornite region.

Kenneco  completed  numerous  geophysical  surveys  as  an  integral  part  of  exploraon  throughout  its  tenure  on  the  Bornite  property.  Various  reports,
notes, ﬁgures, and data ﬁles stored in Kenneco’s Salt Lake City exploraon oﬃce indicated that geophysical work included, but was not limited to, the
following:

● Airborne magnec and EM surveys (ﬁxed-wing INPUT) (1950s)

● Gravity, single point, audio-frequency magnetotelluric, EM, borehole and surface induced polarizaon (“IP”)/resisvity surveys (1960s)

● Gravity, airborne magnec, and controlled-source audio-frequency surveys (1990s).

We  have  minimal  informaon  or  documentaon  associated  with  these  geophysical  surveys  conducted  prior  to  the  1990s.  Where  data  are  available  in
these earlier surveys, the lack of details in data acquision, coordinate systems, and data reducon procedures limit their usefulness. The only complete
geophysical report that is available concerns down-hole IP/resisvity results. Most notable is the 1996 Bouguer gravity survey from the Bornite deposit
into the Ambler Lowlands. The Bornite deposit itself is seen as a signiﬁcant 3 milligal anomaly. Numerous 2 milligal to > 6 milligal anomalies occur under
cover in the Ambler Lowlands and near the Aurora Mountain and Pardner Hill occurrences. In addion to the geophysical surveys conducted by Kenneco,
the ADNR completed an aeromagnec survey of porons of the Ambler Mining District in 1974-1975.

Several studies have been undertaken reviewing the geology and geochemistry of the Bornite deposit. Most notable is Murray Hitzman’s PhD dissertaon
at Stanford University and Don Runnel’s PhD dissertaon at Harvard University. Bernstein and Cox reported on mineralizaon of the “No. 1 Ore Body” in a
1986 paper in Economic Geology. In addion

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to the historical work, Ty Connor at the Colorado School of Mines recently completed a Master’s thesis which reported on the ming of alteraon and
mineralizaon at the Bornite deposit.

Kenneco conducted two technical reviews of the groundwater condions and a summary of the ﬁndings related to the ﬂooding of the exploraon sha.
In 1961, Kenneco collected 32 coarse reject samples from ﬁve drill holes to support preliminary metallurgical test work at Bornite. Samples targeted high-
grade (> 10%) copper mineralizaon from the Upper Reef at the Ruby Zone.

Geological Seng, Mineralizaon and Deposit Types

Geology

The Bornite Project is located within the Arcc Alaska Terrane, a sequence of mostly Paleozoic connental margin rocks that make up the Brooks Range
and  North  Slope  of  Alaska.  It  is  within  the  Phyllite  Belt  geologic  subdivision,  which  together  with  the  higher-metamorphic  grade  Schist  Belt,  stretches
almost  the  enre  length  of  the  southern  Brooks  Range  and  is  considered  to  represent  the  hinterland  of  the  Jura-Cretaceous  Brookian  orogeny.  The
southern margin of the Phyllite Belt is marked by mélange and low-angle faults associated with the Kobuk River fault zone, while the northern boundary is
thought to be gradaonal with the higher-grade metamorphic rocks of the Schist Belt.

The  geology  of  the  Bornite  resource  area  is  composed  of  alternang  intervals  of  carbonate  rocks  (limestone  and  dolostone)  and  calcareous  phyllite.
Limestone transions laterally into dolostone near zones of mineralizaon and is considered hydrothermally altered. Spaal relaonships and petrographic
work suggest that dolomizaon is genecally related to early stages of the copper mineralizing system; however, recent re-logging has quesoned this
view.

In 2015, Trilogy tried to improve the understanding of the distribuon and nature of the various lithologic units and their context within a sedimentary
deposional model. A new interpretaon, based on lithogeochemical signatures of the various units along with their historical visual logging, concluded
that  stacked  debris  ﬂows  composed  of  basal  non-argillaceous  channelized  breccias  were  overlain  by  upward  ﬁning  upward  sequence  of  increasingly
argillaceous breccias capped by high calcium (Ca) phyllites, conﬁned laterally in channels between either massive or thin-bedded plaorm carbonates.

Two mineralized stacked debrite successions were named the Lower and Upper Reefs. The Upper Reef grades upward into argillaceous limestones instead
of discrete high Ca phyllites indicang a waning of debris supply. Based on this interpretaon, a series of individual debrites were idenﬁed and modeled.
In contrast to the locally derived high-Ca phyllites of the debrite-dominated Bornite carbonate sequence, low calcium (Ca) phyllites are abundant in the
allochthonous  Anirak  schist  (quartz  phyllite)  and  the  Beaver  Creek  phyllite  that  underlie  and  overlie  the  Bornite  carbonate  sequence,  respecvely.  In
addion to deposional lithostragraphy, a cross-cung mineralized breccia called the P-Breccia has been idenﬁed in and around the South Reef deposit.
Though poorly deﬁned due to lack of drilling in the area, the P-Breccia zone—which contains excellent copper grade—lies at the apex of the Iron Mountain
disconnuity. Although clearly post-deformaonal, it remains unclear whether the P-Breccia is a post-deposional structural, hydrothermal or soluon-
collapse breccia.

A  short  lithostragraphic  project  carried  out  during  the  2021  ﬁeld  season  updated  the  interpretaon  of  the  deposional  environment  of  the  Bornite
succession;  this  resulted  in  signiﬁcant  diﬀerences  when  compared  to  the  previously  summarized  interpretaons.  The  Bornite  succession  is  now
understood  to  be  a  carbonate  slope  deposit  characterized  by  (a)  lime  mudstone,  exported  to  the  slope  from  a  contemporaneous  shallow-marine
carbonate factory, variably mixed with and interlayered with (b) background argillaceous sediment that is locally carbonaceous. Superimposed on these
calcite-dominated  normal  slope  strata  are  locally  impressive  thicknesses  of  dolomudstone-clast  conglomerate  (formerly  breccia).  Slope  limestone  and
siltstone-mudstone were originally cenmetrically to decimetrically bedded, but are commonly duclely deformed, producing the variably limey phyllites
that  exhibit  sub-mm  scale  foliaon.  In  contrast,  the  dolostone-clast  conglomerates  and  individual  dolomudstone  clasts  responded  brilely  to  Brookian
stress and show no

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signiﬁcant shearing or plasc deformaon. Instead, plasc deformaon is largely restricted to the various phyllic layers around the peripheries of the
dolostone bodies.

Structural  fabrics  observed  on  the  Bornite  property  include  rare  bedding  and  two  disnct  metamorphic  foliaons.  Bedding  (S0)  can  be  measured  only
rarely where phyllite and carbonate are interbedded and it is unclear to what extent it is transposed. The pervasive foliaon (S1) is oen mylonic and
exhibits both an imprinted stretching lineaon and preferred top direcon. It is easily measured in phyllites and is commonly reﬂected by colour banding
and/or stylolaminaon (ﬂaggy habit in outcrop) of the carbonates. Some limestone outcrops, in parcular the thin bedded limestone on Aurora Mountain
and the marbles at the base of Coral Hill, also exhibit a stretching lineaon. Core-logging shows that S1 is folded gently on a 10 m scale and locally ghtly
folded at the decimetre scale forming a common S2 axial planar cleavage. S2 is folded gently on a 10 m scale forming an upright mesoscale S3 foliaon. S1
and S3 foliaons are thought to be Jura-Cretaceous in age.

Structural mapping in 2021 recognized a well-developed stretching lineaon (i.e., L-tectonite) in the carbonate-phyllite rocks, typically oriented shallowly
towards the north-northeast or south-southwest. Top direcons indicate movement to the south or south-southwest along the vector of the stretching
lineaon. Moreover, new mapping indicates that sﬀ Bornite rocks, in parcular metric to hectametric dolostone bodies, have been boudinaged into 3D
ellipsoids. Slip is accommodated by phyllites. Interpretaon of this mapping should be performed to determine whether such a tectonic style plays a role
in the distribuon of copper mineralizaon.

Owing to their greater rigidity, dolostone bodies of secondary dolostone manifest strain diﬀerently: tan hydrothermal dolostone tends to be broken into
cenmetre- to decimetre-scale blocks, whereas grey (diagenec?) dolostone may exhibit unusual, contorted forms, some resembling human ﬁngers or
swan necks, as evident in outcrop. Dolostone is rarely cut by plascally deformed zones and instead forms metric to hectametric lenses (augens) encased
in  plascally  deformed  calc-mylonite  and  calc-phyllite.  This  deformaon,  presumably  a  product  of  the  Jura-Cretaceous  Brookian  orogeny,  complicates
sedimentological interpretaons.

Mineralizaon at Bornite forms tabular mineralized zones that coalesce into crudely stratabound bodies hosted in dolostone conglomerate/breccia. Two
signiﬁcant dolomic horizons that host mineralizaon have been idenﬁed by drilling and include: 1) the Lower Reef, a substanal 100 m to 300 m thick
dolomized  zone  lying  immediately  above  the  basal  quartz  phyllite  unit  of  the  Anirak  schist  and  2)  the  Upper  Reef,  a  100  m  to  150  m  thick  dolomite
horizon that sits roughly 300 m higher in the secon. The Lower Reef is separated from the Upper Reef by a zone of duclely sheared phyllites up to 60 m
thick.

The  Lower  Reef  dolostone  outcrops  along  the  southern  margin  of  the  Ruby  Zone  and  is  spaally  extensive  throughout  the  deposit  area.  It  hosts  a
signiﬁcant poron of the shallow mineral resources in the Ruby Zone as well as higher grade mineral resources down-dip and to the northeast in the South
Reef area. The Upper Reef hosts relavely high-grade mineral resources to the north in the Ruby Zone. The Upper Reef appears to lie at an important
northeast-trending facies transion to the northwest of the main drilled area and appears to be at least parally thrust over the Lower Reef stragraphy to
the southeast.

Drill results from 2013 show dolomizaon and copper mineralizaon in the Upper and Lower Reefs coalescing into a single unit along the northern limits
of current exploraon. The northeast- trending Ruby Zone and South Reef areas also coalesce into a roughly 1,000 m wide zone of >200 m thick dolomite
containing signiﬁcant copper mineralizaon dipping north at roughly 5 to 10°. The 2017 drill results show that the mineralized dolomite interval connues
for at least another 700m down-dip to the northeast from mineralizaon in the Upper and Lower Reefs.

Mineralizaon

Copper mineralizaon at Bornite comprises chalcopyrite, bornite, and chalcocite distributed in stacked, stratabound zones exploing favourable lithologies
(conglomerate/berccia) within the Bornite sequence. Mineralizaon occurs, in order of increasing grade, as disseminaons, irregular and disconnuous
stringer-style veining, breccia matrix

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replacement, and stratabound massive sulphides. The distribuon of copper minerals is zoned around the boom-centre of each zone of mineralizaon,
with bornite-chalcocite-chalcopyrite at the core progressing outward to a fringe of chalcopyrite-pyrite. Addional volumetrically minor copper minerals
include  carrollite,  digenite,  tennante-tetrahedrite,  and  covellite.  Stringer  pyrite  and  locally  signiﬁcant  sphalerite  occur  above  and  around  the  copper
zones and locally massive pyrite and sparse pyrrhote are associated with siderite alteraon below copper mineralizaon in the Lower Reef.

Signiﬁcant  cobalt  mineralizaon  is  found  accompanying  bornite-chalcocite  mineralizaon.  Cobalt  oen  occurs  with  high-grade  copper  as  carrollite
(Co2CuS4) and as cobalferous rims on recrystallized pyrite grains. Preliminary geometallurgical work by Trilogy showed that cobalt occurs primarily as
cobalferious pyrite (approximately 80% of the contained cobalt) and within other cobalt minerals such as carrollite, and cobalte (CoAsS).

Some appreciable silver values are also found at Bornite, parcularly in associaon with bornite-rich mineralizaon in the South Reef area and Ruby Zone.

Deposit Type

Copper-cobalt-silver-zinc  mineralizaon  at  Bornite  forms  disseminaons,  veins,  and  massive  sulphides  in  stacked,  semi-stratabound  bodies  closely
associated  with  secondary  hydrothermal  dolomizaon.  The  cross-cung  nature  of  the  mineralizaon  along  with  the  presence  of  early  pyrite  and
sphalerite  in  sedimentary  breccia  clasts  suggest  an  epigenec  origin  that  was  temporally  very  close  aer  the  deposion  of  host  strata.  Re-Os  dang
supports this interpretaon.

Data are limited regarding the sources and nature of the copper-rich ﬂuids that formed the Bornite deposit, but they suggest that mineralizing ﬂuids may
have formed from the interacon of saline basin ﬂuids with maﬁc volcanic rocks in the area.

An early epigenec carbonate-hosted Cu-Co model is applicable for exploraon targeng in the project area.

Exploraon

Exploraon work completed by Kenneco is summarized above. In addion to the extensive drilling completed during the more than 40-year tenure of
Kenneco  in  the  district,  Kenneco  completed  widespread  surface  geochemical  sampling,  regional  and  property  scale  mapping,  and  numerous
geophysical surveys employing a wide variety of techniques. Most of this data has been acquired by us and forms the basis for renewed exploraon that
targets Bornite-style mineralizaon in the Bornite carbonate sequence.

2006 NOVAGOLD

In  2006,  NOVAGOLD  contracted  Fugro  Airborne  Surveys  to  complete  a  detailed  helicopter  DIGHEM  (frequency-domain  EM),  magnec  and  radiometric
survey of the Cosmos Hills. The survey covered a rectangular block approximately 18 km by 49 km which totalled 2,852-line km. The survey was ﬂown at
300 m line spacing with a line direcon of N20E. The DIGHEM helicopter survey system produced detailed proﬁle data of magnecs, EM responses and
radiometrics (total count, uranium, thorium, and potassium) and was processed into maps of magnecs, discrete EM anomalies, EM apparent resisvity,
and radiometric responses.

2010 NOVAGOLD

In 2010, in ancipaon of compleng the NANA Agreement, NANA granted NOVAGOLD permission to begin low level exploraon at Bornite. This consisted
of re-logging and re-analyzing select drill holes using a NitonTM portable XRF. In addion to the 2010 re-logging eﬀort, NOVAGOLD contracted a consulng
geophysicist to compile a uniﬁed airborne magnec map for the Ambler Mining District from Kenneco, Alaska DNR, and NOVAGOLD airborne geophysical
surveys.

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2011 NOVAGOLD

In  2011,  NOVAGOLD  contracted  Zonge  Internaonal  Inc.  (“Zonge”)  to  conduct  both  dipole-dipole  complex  resisvity  induced  polarizaon  (“CRIP”)  and
natural  source  audio-magnetotelluric  (“NSAMT”)  surveys  over  the  northern  end  of  Bornite  to  develop  tools  for  addional  exploraon  targeng  under
cover to the north.

NSAMT data were acquired along two lines totaling 5.15 line-km; one line is oriented generally north-south through the centre of the survey area and the
other line is the southernmost east-west line in the survey area. CRIP data were acquired on ﬁve lines: four east-west lines and one north-south line, for a
total  coverage  of  14.1  line-km  and  79  collected  CRIP  staons.  The  inial  objecve  of  the  survey  was  to  invesgate  geological  structures  and  the
distribuon of sulphides possibly associated with copper mineralizaon.

Results  from  the  paired  surveys  show  that  wide-spaced  dipole-dipole  resisvity  is  the  most  eﬀecve  technique  to  directly  target  the  mineralizaon
package.  Broad,  low-resisvity  anomalies  reﬂecng  pyrite  haloes  and  mineralizaon  appear  to  deﬁne  the  limits  of  the  ﬂuid  package.  Well-deﬁned  and
oen  very  strong  chargeability  anomalies  are  also  present  but  appear  in  part  to  be  masked  by  phyllic  units  which  also  have  strong  chargeability
signatures. NSAMT shows similar resisvity features as the IP, but these are less well resolved.

2012 NovaCopper

Considering the success of the 2011 geophysical program, we contracted Zonge to conduct a major district-wide dipole/dipole IP survey, a down-hole IP
radial  array  survey  in  the  South  Reef  area,  and  an  extensive  physical  property  characterizaon  study  of  the  various  lithologies  to  beer  interpret  the
exisng historical geophysical data.

Zonge completed 48 line-km of 200 m dipole/dipole IP during 2012, inﬁlling and expanding on the 2011 survey, and stretching across the most prospecve
part of the outcropping permissive Bornite carbonate sequence. The results show a well-deﬁned low resisvity area associated with mineralizaon and
variable IP signatures aributed both to mineralizaon and the overlying Beaver Creek phyllite. Numerous target areas occur in the immediate Bornite
area with lesser targets occurring in the Aurora Mountain and Pardner Hill areas and in the far east of the survey area. During the 2012 drill program at
South  Reef,  a  single  drill  hole  was  targeted  on  a  low  resisvity  area  approximately  500  m  to  600  m  southeast  of  the  South  Reef  mineralizaon  trend.
Although the drill hole intersected some dolomite alteraon in the appropriate stragraphy, no signiﬁcant sulphides were encountered.

In  addion  to  the  extensive  ground  IP  survey,  Zonge  also  completed  9  km  of  down-hole  radial  IP  using  an  electrode  placed  in  drill  hole  RC12-0197  to
further delineate the trend and potenal in and around the South Reef. Extensive physical property data including resisvity, chargeability, speciﬁc gravity,
and magnec suscepbility were captured for use in modelling the exisng ground IP and gravity surveys, and the airborne EM and magnec surveys.

In addion to geophysical focused exploraon, a district wide geologic map was compiled integrang Kenneco’s 1970’s mapping of the Cosmos Hills with
selecve Trilogy mapping in 2012.

2013 NovaCopper

The emphasis of the 2013 program was to further validate and reﬁne the 2012 geologic map of the Cosmos Hills. A deep penetrang soil and vegetaon
geochemical orientaon survey was completed over the South Reef deposit, using various paral leaches and pH methods. The inial, approximately 1 km,
test lines suggest a good response for several of the paral leaches of the soils but lile response in the vegetave samples. Follow-up is warranted to the
north of the deposit into the Ambler Lowlands.

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2014 NovaCopper

During 2014, exploraon work was limited to a re-logging and re-sampling program of historical Kenneco drill core.

2015 NovaCopper

As a follow-up to the 2013 ﬁeld program, a deep penetrang soil and vegetaon geochemical survey was extended north of the deposit into the Ambler
Lowlands. Trilogy geologists completed a litho-geochemical desktop study and a comprehensive update to the 3D lithology model.

2017 Trilogy

The 2017 ﬁeld program extended the 2013 and 2015 deep penetrang geochemical (“DPG”) soil survey another 500m to the northeast. The 2013 soil line
was extended 1,500m to the east to test over the covered projecon of the Two Grey Hills carbonate secon. The 3D lithology model was updated to
incorporate the 2017 drill program results.

Trilogy also completed a close spaced ground gravity survey over a 2 km by 4km grid with 100 m staon spacing over the resource area and extending
northeast over the 2017 drill target area. The complete Bouguer anomaly residual plot (removes a strong decreasing to the northeast regional gradient)
shows good correlaon with the Lower Reef mineralizaon that outcrops on surface with the gravity high gradually decreasing down-dip to the northeast.

As  part  of  the  overall  gravity  program,  Mira  Geosciences  created  a  petrophysical  model  for  the  Bornite  deposit  that  synthesized  the  expected  gravity
response on surface (forward model) for the 2017 gravity staons. This forward model matches very closely with the actual survey data over the deposit
area but diverges on the south end where the expected response of gravity low is actually a strong gravity high that may reﬂect shallow mineralizaon up-
dip along the South Reef trend. Mira also completed a geologically constrained 3D inversion using the 2017 gravity data. Two areas of anomalously high
densies (>2.9 g/cc) were idenﬁed. The ﬁrst area extends up to 750m to the east-northeast of RC17-0239, which was one of the more successful holes in
2017 and is coincident with the Iron Mountain structure. The second anomaly is located just above the Anirak contact (Lower Reef) to the west of the 2017
target area and 700m to the north of the closest drill hole (RC-53), which is weakly mineralized along that horizon. This area falls along the northwest-
southeast high grade thickness trend.

2018 Trilogy

During the 2018 ﬁeld season, Trilogy Metals carried out addional DPG and a 2D seismic survey at Bornite. In addion, geophysical and geochemical data
from Bornite were studied using exisng datasets. Soil sampling was completed on the westerly extension of the DPG lines on the northwestern poron of
the Bornite deposit. DPG was used to assist with outlining the edges of the deposit as well as to corroborate gravity anomalies deﬁned during the 2017
ﬁeld season.

A  2D  seismic  survey  was  completed  by  HiSeis  (3D  seismic  imaging)  in  June  2018.  This  2D  acquision  program  was  designed  to  test  whether  seismic
reﬂecon was suitable for the Bornite deposit and to understand the logiscs of any future 3D seismic survey over the project area. Two 6 km 2D seismic
lines, a dip line and a strike line, were acquired with a total of 792 unique source locaons to aempt to image hanging wall and footwall shears; other
faults and shears; folding of stragraphy; internal (within Bornite sequence) phyllite units; facies changes within the dolostones; and direct detecon of
massive sulphide mineralizaon; and any alteraon associated with mineralizaon. Acquision of this 2D dataset used 500 g seismic charges as a means of
producing seismic energy. All seismic vibraons were measured on a fully acve line of 1,189 geophone receivers which provided up to 6 km of oﬀset on
either side of the source using the Aries I seismic acquision system. Supporng rock property data were acquired from drill core stored in Fairbanks,
Alaska.

Mira Geosciences completed a 3D inversion model of the 100 m spaced ground gravity data that were collected over the Bornite deposit during the 2017
exploraon season. Using geology to constrain the model, three areas of anomalously higher gravity were deﬁned. Unfortunately, none of these intervals
were properly tested in 2017 with two holes, those

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at Anomaly “B” and “C”, ending above the gravity anomalies. Two of the three idenﬁed anomalies from the 2017 inversion modelling changed in size and
relave orientaon with the updated geologic model. Anomaly B, which stretches to the northwest from hole RC17-0238 decreased in extent, likely the
result of a thicker-than-previously-modelled Upper Reef carbonate secon in RC17-0238. Anomaly C is much broader and less deﬁned, indicang that it
may be the result of underesmang the SG in the lithology model. This anomaly remains untested with the failures of drill holes RC17-0242 and RC18-
0245 and should be redrilled in the future. Anomaly A is relavely unchanged and remains coincident with the Iron Mountain structure. Holes RC18-0246,
RC18-0249, and RC18-0250 tested the southwest edge of the anomaly where it joins the South Reef trend. Hole RC18-0250 suggests that mineralizaon
wanes to the east, though this hole may have just missed mineralizaon controlled by the Iron Mountain structure. The northeast extent of this anomaly is
sll considered a viable exploraon target.

South32  completed  a  QAQC  review,  lithogeochemical-alteraon  assessment,  and  a  vectoring/targeng  exercise  on  downhole  geochemical  data  on  the
Bornite deposit. The purpose of this exercise was to use downhole analyses to assess the geology, alteraon, and mineralogy of the deposit to vector
towards mineralizaon. The Bornite sequence can be classiﬁed into three geochemical groups including: 1) very low immobiles; 2) low immobiles; and 3)
higher  immobiles.  The  laer  was  then  subdivided  into  ﬁve  groups  based  on  Al,  Cr,  and  V  concentraons.  The  very  low  and  low  immobile  groups  are
predominately limestones and dolomites (including breccias), whereas increasing Al in higher immobiles represent the increasingly argillaceous/micaceous
units (phyllites). High Al samples in the lower Bornite sequence can be discriminated from those in the upper sequence based on high Ni:Cu raos. In the
South  Reef  area,  lithogeochemistry,  supported  Trilogy  Metals’  geologic  model,  idenﬁed  the  lower,  central  and  upper  Bornite  sequence  units  and
disnguished many of the logged phyllites from breccias. The results support Trilogy Metals’ interpretaon that the Ruby Zone in the Lower Reef is hosted
in units corresponding to the South Reef central sequence.

2019 Trilogy

In 2019, Trilogy Metals contracted Geotech Ltd. (Geotech) of Aurora, Ontario to complete VTEM Plus (versale me domain electromagnec) and ZTEM (z-
axis pper electromagnec) airborne helicopter geophysical surveys over the Cosmos Hills and the Ambler VMS belt. Magnecs were measured using a
cesium vapour sensor, while radiometrics was not collected due to snow cover.

The VTEM survey was ﬂown along 200 m spaced lines, oriented northwest-southeast over the enre Bornite carbonate sequence north of the Cosmos
Arch (which hosts the Bornite deposit), with addional lines at 100 m spacing directly above the Bornite resource. A second set of perpendicular lines
(southwest-northeast) were ﬂown at 200 m spacing over just the general Bornite area. Tie lines at ~4,000 m spacing were ﬂown perpendicular to the EM
ﬂight lines to provide control for the magnec survey.

The VTEM results from the Bornite sequence are complex and appear to be mostly reﬂecng bedrock lithologies (the graphic phyllites). The conducve
plates that were modelled are generally coincident with the interpreted phyllite units, as are the apparent anomalies tested by holes RC19-0263 and RC19-
0266.

2020 Ambler Metals

Trilogy Metals and South32 decided not to proceed with the 2020 exploraon program due to the coronavirus pandemic. The Bornite geologic model was
updated using the 2019 drill program results. The Irish Centre for Research in Applied Geosciences iniated a machine-learning geochemical modelling
project to help deﬁne the controls on high-grade copper mineralizaon.

2021 Ambler Metals

During the 2021 ﬁeld season, the understanding of the Bornite deposit and the potenal for addional deposits was advanced with a new interpretaon
of the carbonate sequence at Bornite and an improved structural understanding of the Cosmos Hills. A specialist in carbonate geology from Laurenan
University  re-logged  two  fences/secons  of  drill  holes,  east-west  and  north-south,  through  the  Bornite  deposit,  to  idenfy,  disnguish  and  correlate
lithofacies within

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the Bornite sequence and to idenfy and disnguish diﬀerent types/ages of dolomizaon, including, if possible, their relaon to mineralizaon.

Turner describes the Bornite sequence as a tectonized normal carbonate slope deposit that consists of calcic material (lime mud) derived from a nearby
shallow-marine  source  area,  interlayered  with  variable  amounts  of  background  terrigenous  mud  (argillaceous  proporon  increases  with  distance
downslope).  The  observed  sequence  includes  massive  lime  mudstone,  thin-bedded  argillaceous  lime  mudstone,  lime  mudstone  cenmetrically
interbedded with terrigenous mudstone, calcareous siltstone, and limestone-clast slope conglomerates. Brookian deformaon strained these argillaceous
limestone slope deposits to varying degrees producing phyllites and recrystallized, strained limestones/marbles.

Importantly, superimposed on the acve limestone slope system is the local presence of dolostone-clast conglomerate. Dolostone clasts are equant and
irregular; predominantly dolomudstone (locally with fossil fragments) and are likely derived from subaqueous horst blocks of pre-exisng older dolostone
and shed into the slope limestone system. The fault scarp(s) that shed dolostone clasts were probably part of a seaﬂoor paleotopographic system that
developed during regional extension and associated fault-mediated syn-deposional subsidence.

Also iniated in 2021 was structural mapping around Pardner Hill and Aurora Mountain. Inial results indicate: (1) Large carbonate bodies, such as Pardner
Hill,  Shield  Mountain,  and  probably  also  Aurora  Mountain,  are  fault  klippen  in  allochthonous  contact  with  the  structurally  subjacent  Anirak  schist;  (2)
Dolostone bodies are typically boudinaged forming metric to hectametric 3-D ellipsoids encased in duclely deformed phyllites and, in some places, calc-
mylonites (limestone protolith); (3) Top-South (to SSW) deformaon at a number of outcrops in the Cosmos Hills suggest that this enre structural block
may have been juxtaposed southward from the posion of the Ambler Lowlands or, potenally, from oﬀ the top of the Ambler Highlands (Arcc area)
during exhumaon that was part of the Brookian orogeny; (4) the fault contact with the overlying Beaver Creek phyllite is likely a low-angle normal fault
that cuts out of the Bornite deposit to the southeast where Beaver Creek is in structural contact with Anirak schist.

Two diamond drill holes targeng the Bornite copper-hosng carbonate sequence in the Cosmos Hills and Ambler Lowlands were completed during the
2021 ﬁeld season.  Hole ALL21-001 targeted the northeast projecon of the Bornite carbonate sequence under cover in the Ambler Lowlands about 7 km
east-northeast of Bornite. The second hole, hole RC21-0267 was located at West Bornite, along the Coxcomb Ridge Pardner Hill saddle, 3.5 km west of the
Bornite deposit.

Hole ALL21-001 intercepted alternang units of limestone clasc breccia, dolostone clasc breccia, limestone and dolostone with textures similar to the
Beaver  Creek  carbonates;  alternang  intervals  of  argillaceous  phyllite,  argillaceous  limey  phyllite,  argillaceous  phyllic  limestone,  and  argillaceous
limestone clasc breccias. The phyllic units host trace pyrite mineralizaon and have geochemical signatures that are similar to Beaver Creek phyllites.
 Unfortunately, the hole was lost at 335 m without drilling through the carbonate stragraphy.

Hole RC21-0267 tested the down-dip projecon of weakly mineralized dolomic breccia mapped in the saddle between Coxcomb Ridge and Pardner Hill.
The  hole  intersected  argillaceous  phyllite  (probable  Beaver  Creek)  followed  by  Bornite  sequence:  alternang  tan  phyllic  limestone,  tan  limey  phyllite,
argillaceous/carbonaceous  phyllic  limestone,  limestone  clasc  breccia,  limestone,  and  argillaceous  limestone  clasc  breccias  and  dolostone  clasc
breccia. Trace to locally 1% chalcopyrite, with lesser amounts of sphalerite, and tennante/tetrahedrite occur through-out a 180 m thickness of dolostone
clasc breccia, mostly as disseminaons within the breccia matrix and in this carbonate veins. Within this zone a 54.9 m thick interval averages 0.165% Cu
starng from 196.5 m. RC21-0267 ended in a quartz phyllite fault zone at 435 m.

Ambler Metals (2022)

During the 2022 ﬁeld season, structural mapping around Pardner Hill and Aurora Mountain carried out in 2021 was extended to the south to Cosmos
Mountain and to the east to Inerevuk Mountain. In addion, two holes were drilled, hole RC22-0268 at Bornite West to follow up the mineralized interval
encountered during the 2021 drilling, and the other

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at Pardner Hill, hole PH22-0180 to test the down-dip potenal of the historical Pardner Hill resource to the south.  The results of these two holes are being
compiled and interpreted.

Drilling

From 1957 to 2019, a total of 273 holes targeted the Bornite deposit during 24 diﬀerent campaigns; 222 surface core holes and 51 underground core holes
were drilled, totalling 106,406 m. All of the drill campaigns prior to 2011 were completed by Kenneco or its exploraon subsidiary, BCMC, and the drill
campaigns since 2011 were completed by NovaGold (2011), NovaCopper (2012 and 2013) or Trilogy.

In the summer of 2017, Trilogy Metals iniated eleven holes, but four were abandoned due to drilling problems. The seven remaining drill holes stepped-
out to the north for distances between 250 m to 400 m from the previous drill holes; these were distances considered too far to support the esmaon of
mineral resources at that me.

In the summer of 2018, Trilogy Metals conducted a drilling program that included the compleon of 12 holes that inﬁlled gaps in previous drilling in the
northern, down-dip part of the deposit as well as in the central area between the Ruby Zone and South Reef area.  Three addional holes were collared
but were abandoned due to drilling problems.

In the summer of 2019, Trilogy Metals completed another drilling program comprising eight holes that tested the connuity of the mineralizaon within
the Bornite deposit and two holes that tested exploraon targets located about 1 km south and southeast of the deposit.

Between 2012 and 2014, Trilogy Metals geologists re-logged and re-sampled legacy drill holes in the Ruby Zone and South Reef area which were previously
drilled and only selecvely sampled by Kenneco. These assays were used in the esmaon of the current mineral resource, except where duplicates of
Kenneco samples were collected.  In the case of duplicates, the original assay informaon was given priority in the mineral resource database.

In the inial years of drilling at Bornite, Kenneco relied on AX diameter core (30.2 mm diameter), but, as drilling migrated towards deeper targets, a
change  to  BX  diameter  core  (41.3  mm  diameter)  was  implemented  to  help  limit  deviaon.  From  1966  to  1967,  drilling  acvity  at  Bornite  moved
underground and EX diameter core (21.5 mm diameter) was implemented to deﬁne the Ruby Zone Upper Reef “No.1 Ore Body”. In 1968, drilling acvity
moved  back  to  the  surface  and  from  1968  to  1972,  BX  diameter  core  was  most  commonly  drilled.  In  later  years,  core  size  increased  to  NX  (54.0  mm
diameter) and ﬁnally, in 2011, core size increased to NQ (47.6 mm diameter) and HQ (63.5 mm diameter). Over the years, progressively larger diameter
drill rods have been used in an eﬀort to minimize drill hole deviaons.

There is limited informaon with respect to the speciﬁc drill core handling procedures used by BCMC/Kenneco. All drill data collected during 1957 to
1997 were logged on paper drill logs with copies were stored in the Kenneco oﬃce in Salt Lake City, Utah. Electronic, scanned copies of the paper logs
are  held  by  Trilogy  and  stored  in  the  Fairbanks  ﬁeld  oﬃce.  Drill  core  was  sawed  or  split  in  half  with  a  splier,  half  was  submied  to  various  assay
labratories and the remainder was stored in the Kenneco/BCMC core storage facility at the Bornite deposit. In 1995, Kenneco converted the drill assay
data, geologic core logs and the down-hole collar survey data into an electronic format. In 2009, NOVAGOLD geologists veriﬁed the geologic data from the
original  paper  logs  against  the  Kenneco  electronic  format  and  then  merged  the  data  into  a  MicrosoTM  SQL  database.  Sampling  of  drill  core  by
Kenneco/BCMC focused primarily on the moderate-to-high grade mineralized zones. Intervals of visible sulphide mineralizaon containing roughly >0.5%
to 1% Cu were selected for analysis by Union Assay Oﬃce Inc. of Salt Lake City, Utah. This approach le numerous intervals containing weak to moderate
copper mineralizaon, un-sampled in the historical drill core. During the 2012 exploraon program, we began sampling a poron of this remaining drill
core in select holes in the South Reef area. Trilogy extended this sampling program to the Ruby Zone in 2013 and 2014.

Throughout our tenure at Bornite, the following core handling procedures have been implemented (including programs conducted by NOVAGOLD and
NovaCopper). Core is slung by helicopter or transported by truck or all-terrain vehicle from the drill rig to the core-logging facility. Upon delivery, geologists
and geotechnicians open and inspect the core boxes for any irregularies. They ﬁrst mark the locaon of each drilling block on the core box, and then
convert footages

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on the blocks into metric equivalents. Geo-technicians or geologists measure the intervals (or from/to) for each box of core and include this informaon,
together with the drill hole ID and box number, on a metal tag stapled to the end of each box. Geo-technicians then measure the core to calculate percent
recovery and rock quality designaon (“RQD”). RQD is the sum of the total length of all pieces of core in a run over 12 cm. The total length of core in each
run is measured and compared to the corresponding run length to determine percent recovery. Core is then logged with lithology and visual alteraon
features captured on observed interval breaks. Mineralizaon data, including sulphide species (recorded as percent), sulphide type (recorded as a relave
amount) and gangue and vein mineralogy are collected for each sample interval with an average interval of approximately 2 m. Structural data is collected
as point data. Geologists then mark sample intervals to indicate each lithology or other geologically appropriate intervals. Sample intervals of core are
typically  between  1  m  and  3  m  in  length  but  are  not  to  exceed  3  m  long.  Occasionally,  if  warranted  by  the  need  for  beer  resoluon  of  geology  or
mineralizaon, smaller sample intervals have been used. Geologists staple sample tags on the core boxes at the start of each sample interval and mark the
core itself with a wax pencil to designate sample intervals. This sampling approach is considered sound and appropriate for this style of mineralizaon and
alteraon. Drill core is digitally photographed prior to sampling. Drill core is cut in half using diamond core saws. Speciﬁc aenon to core orientaon is
maintained during core sawing to ensure that representave samples are obtained. One-half of the core is retained in the core box for storage on site, or
at our Fairbanks warehouse, and the other half is bagged and labeled for analysis. Samples are selected for speciﬁc gravity measurements.

In 2013 and 2014, 33 historical drill holes and 37 historical drill holes, respecvely, in the Ruby Zone were re-logged, re-sampled and re-assayed as these
holes  had  previously  only  been  selecvely  sampled  by  Kenneco.  Enre  holes  were  re-logged  using  Trilogy  protocols  discussed  above.  Samples  were
submied either as half-core, where previously sampled, or whole core where un-sampled (to ensure that a suﬃcient volume of material was provided for
analysis). Sample intervals were matched to historical intervals whenever possible or selected to reﬂect Trilogy sampling procedures described above. The
objecves of the re-assay/re-logging program were threefold: 1) to implement a QAQC program on intervals previously sampled by Kenneco in order to
conﬁrm the validity of its results; 2) to idenfy addional lower grade (0.2%-0.5% Cu), which was not previously sampled; and 3) to provide addional
mul-element ICP data to assist in the geologic interpretaon of the deposit.

Preliminary geotechnical data was collected from drill core such as RQD and limited hydrogeology data has been obtained which is suﬃcient to support
early-stage resource esmaon. The Wood QP is not aware of any drilling, sampling or recovery factors that could materially impact the accuracy and
reliability of the copper results supporng the mineral resource esmate other than what is described in the secons that follow.

Sampling, Analysis and Data Veriﬁcaon

There is limited documentaon available describing the sample preparaon, security, and analysis of drill core samples with mixed in QAQC check assays.
 Gold and silver were likely analyzed by ﬁre assay oﬀ site. Between 2012 and 2014, Trilogy Metals completed a re-assay and re-sampling program of the
historical drill holes.  As a result, 67% of the historical hole assay values are now supported by a current and documented QAQC program

The drill core sampling procedures are described above. Aer the drill core was sawed in half, one half was retained for future reference and the other half
was sent to ALS Minerals (formerly ALS Chemex) in Vancouver, Brish Columbia for analyses. Core samples were shipped from the Bornite camp when
backhaul  capacity  was  available  on  the  chartered  aircra;  this  was  generally  ﬁve  to  six  days  a  week.  Rice  bags,  containing  two  to  four  individual  poly-
bagged core samples, were marked and labeled with the ALS Minerals address, project name (Bornite), drill hole number, bag number, and the enclosed
sample numbers. Rice bags were secured with a pre-numbered plasc security e, assembled into loads for transport by chartered ﬂights on a commercial
airline to Fairbanks, Alaska, and delivered directly to the ALS Minerals preparaon facility by a contracted expeditor. Control samples were also inserted
into these shipments at the rate of one standard, one blank and one duplicate per 17 core samples. Samples were logged into a tracking system on arrival
at ALS Minerals and weighed. Samples were then crushed, dried, and a 250 g split was pulverized to greater than 85% passing 75 μm.

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Security measures taken during historical Kenneco and BCMC programs are not known to Trilogy Metals; however, Trilogy Metals is not aware of any
reason to suspect that any of these samples have been tampered with.  The 2011 to 2019 samples were either in the custody of NOVAGOLD or Trilogy
Metals personnel, or the assay laboratories at all mes and the chain of custody of the samples is well documented.

Copper and cobalt data were derived using a 48-element suite assayed by inducvely coupled plasma-mass spectrometry (ICP-MS) and atomic emission
spectroscopy  (ICP-AES)  methodologies,  following  a  four-acid  digeson.  The  lower  detecon  limits  for  copper  and  cobalt  are  0.2ppm  and  0.1  ppm,
respecvely. The upper limits were 10,000ppm. Over limit (>1.0%) copper and cobalt analyses were completed by atomic absorpon (AA), following a
four-acid digeson. In 2011 and 2012, gold assays were determined using ﬁre analysis followed by an atomic absorpon spectroscopy (AAS) ﬁnish. Gold
was not analyzed in 2013 or 2014. The lower detecon limit was 0.005 ppm Au; the upper limit was 10 ppm Au.

ALS  Minerals  has  aained  Internaonal  Organizaon  for  Standardizaon  (ISO)  9001:2000  registraon.  In  addion,  the  ALS  Minerals  laboratory  in
Vancouver is accredited to ISO 17025 by Standards Council of Canada for a number of speciﬁc test procedures including ﬁre assay of gold by AA, ICP and
gravimetric ﬁnish, mul-element ICP and AA assays for silver, copper, lead and zinc. Trilogy has no relaonship with any of the primary or check assay labs
used on the Bornite Project.

In 2012, 2013, 2014, and 2017 through to 2019, Trilogy Metals staﬀ performed connuous validaon of the drill data during the logging process and aer
the ﬁeld program was complete. Trilogy Metals also retained independent consultant GeoSpark Consulng Inc. (“GeoSpark”) to import digital drill data to
the master database and conduct QAQC checks upon import; conduct a QAQC review of paired historical assays and Trilogy Metals 2012, 2013 and 2014
re-assays; monitor an independent check assay program for the 2012, 2013 and 2014 campaigns; and generate a QAQC report for each of the drilling
campaigns  conducted  in  2012,  2013,  2014,  2017,  2018  and  2019,  including  a  2017  review  of  the  cobalt  data.  QAQC  monitoring  by  GeoSpark  included
assessment laboratory precision and accuracy using assay results from cerﬁed reference standards, blanks and duplicates inserted into the sample stream
by Trilogy Metals personnel.

Wood’s geology and resource QP visited the Bornite property from August 29 to September 9, 2022.  During the visit, he reviewed drill core, measured drill
collars  with  a  handheld  GPS  unit,  visited  the  historical  trench  area  and  viewed  the  deposit  area  by  helicopter.  Wood’s  geology  and  resource  QP  also
measured ﬁve surface drill collars with a handheld GPS unit. Out of ﬁve drill collars, one drill collar was oﬀ more than 40 m when compared to the collar
database.  Aer  further  invesgaon,  Ambler  Metals  idenﬁed  seven  drill  collars  in  the  database  with  planned  coordinates,  rather  than  the  surveyed
coordinates. The QP has reviewed the metallurgical testwork reports, the analycal procedures, qualiﬁcaon of the laboratory, and presentaon of the
test results and considers all to have followed industry accepted pracce.

Inspecon  of  the  historical  drill  hole  data  has  revealed  some  issues  with  collar,  down  hole  survey  and  assay  results.    There  are  183  historical  holes
represenng 46% of the total drilled metres in the Bornite database 177 of which are in the Ruby Zone and six of which are in the South Reef area.  There
are no signiﬁcant concerns with the current collar survey records.Issues idenﬁed are manageable by the signiﬁcant number of drilling and sampling that
has been undertaken, and restricon of the resource classiﬁcaon to the Inferred category.

Wood’s  geology  and  resource  QP’s  review  of  the  database  transcripon  error  checks  is  considered  adequate  and  provides  suﬃcient  support  for  the
database to be judged as acceptably error free. In the opinion of the QP the metallurgical data is adequate for the purposes used in the NI 43-101 Bornite
Report and the S-K 1300 Bornite Report.

Mineral Processing and Metallurgical Tesng

In 1961, Kenneco collected 32 coarse reject samples from ﬁve drill holes intersecng the Bornite deposit (RC-34, RC-54, RC-60, RC-61, and RC-65) to
support preliminary metallurgical testwork conducted at KRC.  Samples targeted high-grade (>10%) copper mineralizaon from the Ruby Zone Upper Reef
(“No.  1  Ore  Body”)  (BCMC,  1961).  Locked-cycle  laboratory  testwork  suggested  that  97.64%  of  the  copper  was  recoverable  in  a  concentrate  assaying
43.90% Cu.  Fine-

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grinding to 5% passing +200-mesh was required to obtain the liberaon of copper minerals from pyrite necessary for such a high recovery.  Mineralogical
testwork on the composite sample showed high-grade mineralizaon of the Ruby Zone Upper Reef is dominated by bornite with subordinate chalcocite
and chalcopyrite.

A total of four metallurgical testwork programs have been conducted on materials from the Bornite Property under the supervision of Trilogy Metals.

In 2012, Trilogy Metals contracted ALS Metallurgy to conduct preliminary sample characterizaon and ﬂotaon testwork on mineralized samples collected
from the South Reef area.  To the extent known, the samples are representave of the styles and types of mineralizaon present in the South Reef area.
The program at ALS Metallurgy was based on tradional grinding and ﬂotaon testwork aimed at producing saleable copper concentrates. The testwork
connued into 2013.

In 2017, Trilogy Metals contracted SGS to conduct detailed metallurgical testwork on a series of samples that represent the lower grade mineralizaon
within the constraining pit shell. This work followed the preliminary ﬂowsheet and process opons outlined in the 2012/2013 testwork.  This testwork
connued into 2018.

Addional metallurgical tesng was conducted by ALS Metallurgy in 2018/2019 and again in 2020/2021 which followed on from the process development
of the earlier testwork.

Metallurgical testwork to date indicates that the Bornite mineralizaon can be treated using standard grinding and ﬂotaon methods to produce clean
copper concentrates with good results being obtained.  

Mineral Resource Esmates

The mineral resources were  prepared in accordance with CIM Esmaon of Mineral Resources and Mineral Reserves Best Pracce Guidelines (November
2019) and reported in accordance with CIM Deﬁnion Standards for Mineral Resources and Mineral Reserves (CIM Deﬁnions Standards, 2014) and the
standards  and  deﬁnions  of  S-K  1300.      The  QP  considers  the  sample  preparaon,  security  and  analycal  procedures  adequate  to  support  an  Inferred
mineral resource.

The Bornite database comprises a total of 273 diamond drill (core) holes totalling 106,406 m; 203 holes target the Ruby Zone to the west and 58 holes
target the South Reef area to the east. The remaining 12 holes in the database are exploratory in nature and test for satellite mineralizaon proximal to
the  Bornite  deposit  or  represent  holes  that  encountered  problems  and  were  therefore  abandoned.  A  total  of  242  drill  holes  are  used  in  the  mineral
resource esmate contains a total of 39,740 samples that were analyzed for copper content and 34,177 that were analyzed for cobalt content. Most holes
drilled by Trilogy, plus a few select historical holes drilled by Kenneco, contain addional analyses for elements such as zinc, lead, gold, silver, and cobalt.
At this me, only copper has reasonable prospectus for eventual economic extracon.

During the 2012, 2013 and 2014 ﬁeld seasons, Trilogy collected samples from drill hole intervals that were not previously sampled. It is assumed that
Kenneco  did  not  sample  these  intervals  because,  visually,  they  did  not  exhibit  the  presence  of  high-grade  copper  mineralizaon  (amenable  to
underground mining). In previous mineral resource esmates, these un-sampled intervals were assigned a default grade of 0% Cu. At this current stage,
the  majority  of  the  core  drilled  by  Kenneco  has  been  sampled  and  analyzed  for  copper  content  and  are  included  in  the  database.  The  sampling  and
assaying for cobalt is less extensive. Where assay data are not available, these intervals are assigned a zero grade for cobalt (0% Co) when the host rocks
are phyllite, or they are le blank when the host rocks are carbonates. Individual sample intervals range from 3 cm to 39.58 m long and average 2.09 m.

Drill hole spacing at the Ruby Zone varies from approximately 10 m to 20 m for underground holes and 50 m to 100 m or more for holes drilled from
surface. All holes tesng the South Reef area are collared from surface and typically intersect mineralizaon at approximately 100 m to 200 m spacing.

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Speciﬁc gravity (“SG”) measurements were conducted on 7,476 samples in the database and range from a minimum of 2.12 to a maximum of 5.20 and
average 2.89. The distribuon of SG data is considered suﬃcient to support resource esmaon.

The geologic model interpreted for the Bornite deposit consists primarily of a series of inter-bedded carbonate and phyllic rocks that dip gently to the
north and overlay a quartz-phyllite footwall. The geologic model comprises 18 individual phyllite domains and 16 separate carbonate domains plus a series
of separate domains represenng the hanging wall (Beaver Creek phyllite), the footwall (quartz-phyllite Anirak schist), and the overlying overburden. Some
of the phyllite and carbonate units are connuous across the enre deposit area and others pinch out and are more localized.

The  parts  of  the  deposit  with  the  highest  grades  occur  within  areas  where  semi-massive  and  massive  sulphides  are  present.  The  density  of  drilling  is
insuﬃcient  in  most  areas  to  allow  for  the  interpretaon  of  these  massive  sulphide  domains,  and  a  probability  shell  approach  is  used  to  idenfy  areas
where higher grade mineralizaon is likely to occur.

Two probability shells were generated: one at a threshold of 2% Cu and another at a threshold of 0.2% Cu. The 2% Cu shell generally correlates with the
presence  of  massive  and  semi-massive  zones  of  bornite  and  chalcopyrite  mineralizaon,  and  the  0.2%  Cu  shell  correlates  with  the  visual  presence  of
chalcopyrite mineralizaon. Cobalt mineralizaon is strongly associated with both sets of copper mineralizaon. The higher grade shell occurs mainly in
the South Reef area and is based primarily on visual observaons of the distribuon of sample data suggesng that a relavely connuous zone of higher
grade copper mineralizaon occurs above a threshold grade of 2% Cu. Approximately 90% of the sample data in the South Reef area is below 2% Cu and
10% of the data is greater than 2% Cu. A relavely small (>2%) copper probability shell is also generated in the Upper Reef area of the Ruby Zone.

Approximately one half of the samples in the carbonate domains have copper grades above the lower grade threshold of 0.2% copper. This limit roughly
segregates areas of mineralized versus unmineralized rocks and is sll below the ancipated cut-oﬀ grade of the mineral resource, ensuring that suﬃcient
internal diluon is retained in the mineral resource model. There are also areas where the phyllite domains contain appreciable copper grades (above the
0.2% Cu threshold), but these tend to be rare and localized occurrences.

Indicator values are assigned to 2 m composites at the grade thresholds, and indicator variograms are produced. Probability values are esmated in model
blocks using ordinary kriging; the vercal range and locaons are controlled dynamically using elevaons relave to the trend planes described previously.
A series of shells are generated at varying probability thresholds and are then compared to the distribuon of the underlying sample data. The higher
grade shell represents areas where there is greater than a 30% probability that the grade will be more than 2% Cu. The lower grade shell envelopes areas
where there is a greater than 50% probability that the grade will exceed 0.2% Cu.

At this stage of project evaluaon, copper is the only economic contributor at Bornite. There is potenal for reasonable prospects of eventual economic
extracon  for  cobalt  with  addional  drill  informaon  and  metallurgical  testwork  to  establish  the  appropriate  process  opons  available  to  produce
marketable pyrite-cobalt concentrate. Currently there is insuﬃcient informaon to idenfy reasonable process method for economic recovery of cobalt or
a  market  for  the  pyrite-cobalt  concentrate.  The  Bornite  deposit  comprises  several  zones  of  relavely  connuous  moderate-  to  high-grade  copper
mineralizaon that extends from surface to depths of more than 800 m below surface. The deposit is amenable to either open pit or underground mining
methods. Underground mining assumes a combinaon of longhole stoping and cut-and-ﬁll methods with an average assumed mining cost $73.62/t mined.
Using these parameters an open pit marginal cut-oﬀ grade of 0.5% Cu and an underground break-even cut-oﬀ grade of 1.79% Cu were determined. The
underground mining shape is based on a 1.79% Cu grade shell and then a ﬁlter was applied to remove isolated blocks that are outside of the underground
mining shape that would not meet reasonable prospects for eventual economic extracon. A 20 m pillar was imposed between mining the pit shell and
underground mining shapes.

The  Wood  QP  considers  industry  consensus  on  a  long-term  price  forecast  on  mineral  reserves  and  cash  ﬂows  of  $3.50/lb  Cu  is  reasonable.  It  is  in
accordance with industry-accepted pracce to use higher metal prices for the mineral resource

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esmates than the pricing used for mineral reserves.  The copper price forecast of $3.50/lb was increased by approximately 15% to provide the mineral
resource esmate copper price assumpon of $4.05/lb.

Mineral Resources are classiﬁed in accordance with S-K 1300 and the CIM Deﬁnion Standards for Mineral Resources and Mineral Reserves (May 2014).

The Wood QP reviewed and performed validaon checks on the mineral resource model and based on the results prepared a revised mineral resource
statement that is summarized in Table 1.  The mineral resource esmates are based on a combinaon of open pit and underground mining methods and a
copper price of $4.05/lb.  Mineral resources amenable to open pit methods are constrained within a pit shell above a marginal cut-oﬀ grade of 0.5% Cu
and those amenable by underground methods are constrained within a grade shell deﬁned by a breakeven cut-oﬀ grade of 1.79% Cu.  A poron of the in-
pit mineral resource is well above the 1.79% Cu cut-oﬀ and would be amenable to underground mining methods providing ﬂexibility on how to develop
the deposit (Table 2).

Table 1 – Mineral Resources for the Bornite Deposit as of November 30, 2023

Class

Type/Area

In-Pit

Outside-Pit
South Reef

Outside-Pit
Ruby Zone

Inferred

Total Inferred – 100%

Total Inferred – 50%
Aributable Interest
Note:

Cut-oﬀ
(Cu %)

0.50

1.79

1.79

Tonnes
(Mt)

170.4

22.0

10.4

202.7

101.3

Average Grade
Cu (%)

Contained Metal
Cu (Mlb)

1.15

3.48

2.28

1.46

1.46

4,303

1,690

521

6,514

3,257

1.

A Qualiﬁed Person and an employee of the Company, has approved the mineral resources included in this Annual Report on Form 10-K as of November 30, 
2023 and reviewed the resources in the S-K 1300 Bornite Report and conﬁrmed that the resources remain current as of November 30, 2023.  
2. Mineral resources are prepared in accordance with the deﬁnions in S-K 1300 and CIM Deﬁnions Standards (2014). No mineral reserves have been

esmated on the Bornite Property.

3. Mineral resources are constrained by:  an open pit shell at a cut-oﬀ grade of 0.5% Cu, with an average pit slope of 43 degrees; and underground mining 

shapes with a cut-oﬀ grade of 1.79% Cu.  The cut-oﬀ grades include the consideraons of a $4.05/lb Cu price, process recovery of 87.2%, open pit mining 
costs of $3.21/t mined, underground mining cost of $73.62/t mined, process cost of $19.14/t processed, G&A cost of $4.14/t processed, treatment, reﬁning, 
sales cost of $0.73/lb Cu in concentrate, road use cost of $8.04/t processed, 2% NSR royalty.  
Trilogy Metals’ aributable interest is 50% of the tonnage and contained metal stated in the table.
Figures may not sum due to rounding.
The mineral resources are reported in place (point of reference).

4.
5.
6.

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Table 2 – Porons of South Reef Mineral Resource Amenable to Underground Mining

Class

Inferred

Inferred
Note:  

Type/Area

In-Pit South Reef1
Outside-Pit South Reef2
Total South Reef

Cut-oﬀ
(Cu %)
1.79
1.79

Tonnes
(Mt)
11.0
22.0
33.0

Average Grade
Cu (%)
3.56
3.48
3.51

Contained Metal
Cu (Mlb)
864
1,690
2,554

1. Subset of the mineral resource and is not addive to the in-pit mineral resource reported in Table 1

2 Restatement of the mineral resources outside of the pit as reported in Table 1 and is not addive to Table 1

Some of the in-pit mineral resources are of suﬃciently high grade to allow mining by underground mining methods which allows ﬂexibility on how they
could eventually be extracted.

Addional factors that could aﬀect the mineral resource esmate include:

● Unrecognized complexity and other changes to the interpretaon of the geological model and grade shell

● Changes to the mineral resource esmate methodology

● Adjustments to address the perceived high-grade bias in the higher-grade copper

● Unrecognized metallurgical variability

● Addional work may allow the inclusion of cobalt in future updates to the mineral resource statement and expand the mineral resource.

● Approval for developing road access to site.

Exploraon, Development, and Producon

Based on the mineral resource esmates and exisng metallurgical testwork presented in this NI 43-101 Bornite Report and S-K 1300 Bornite Report, the
QPs recommend Trilogy Metals connue to improve their understanding of the Bornite property’s structural geology and their conﬁdence in the database
with  addional  re  sampling,  drilling  and  database  reviews,  scoping  study  as  well  as  conduct  addional  metallurgical  testwork,  hydrogeological  and
geotechnical assessments, and environmental studies totalling between $16.8 and $19.9 million.

Exploraon Potenal

Outcropping exposures of the mineralizaon-hosng carbonate stragraphy along with large areas of dolomite alteraon occur over approximately 18 km
of  strike  along  the  northern  ﬂank  of  the  Cosmos  Hills.    Historical  exploraon  drilling  focused  solely  on  outcropping  mineralizaon  and  subsurface
extensions  at  the  Bornite,  Aurora  Mountain,  and  Pardner  Hill  areas.    Much  of  the  carbonate  belt  has  sll  yet  to  be  evaluated.    In  addion,  airborne
geophysics completed in 2006 show the Bornite carbonate sequence and the bounding stragraphy dip to the north under the Ambler Lowlands toward
the Ambler Schist Belt.  This opens a large area to explore for deposits beneath the ll and recent sediments that occupy the lowlands.

Exploraon by Kenneco and Trilogy Metals has used a variety of methodologies. In 1996, Kenneco completed an inial gravity survey of the Ambler
Lowlands showing signiﬁcant gravimetric anomalies that may indicate structural dislocaons and potenal alteraon and mineralizaon.  In 2011, Trilogy
Metals invesgated both deep IP and NSAMT geophysical techniques.  Results from the 2011 program led to a 2012 district-wide, 200 m dipole-dipole,
deep-penetrang IP survey.  

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Along with extensive physical property data captured for all lithologies, airborne EM and magnec data, the IP data was used to develop a comprehensive
geophysical model of the district to support future exploraon targeng. In 2017, Trilogy Metals conducted a more detailed gravity survey that delineated
signiﬁcant north-northeast to northeast oriented structures which appear in part to control local basin morphology and mineralizaon.

Geochemical methods include convenonal and DPG and lithogeochemical vectoring.  Test lines using DPG methods with various selecve paral leaches
of metals proved eﬀecve in recognizing margins of South Reef mineralizaon at signiﬁcant depths under cover.  A recent analysis of the extensive ICP
trace element data set at Bornite demonstrates some signiﬁcant alteraon vectors including iron content of various hydrothermal dolomites. Simple XRF
analysis of dolomites in the ﬁeld might prove eﬀecve in vectoring toward Fe-poor mineralized dolomite secons.

A  beer  understanding  of  the  basin  development  and  its  structural  framework  is  crical  to  the  exploraon  of  Bornite-style  systems.  Dang  of
mineralizaon  in  the  Ambler  Mining  District  suggests  that  the  Ambler  schist  belt  that  hosts  the  Arcc  deposit  and  the  Bornite  carbonate-hosted
mineralizaon are close to contemporaneous.  However, some textural and metamorphic observaons suggest a possible Jura-Cretaceous or younger age
for Bornite and as such, mineralizaon at Bornite is suspected to slightly post-date host stragraphy. This early and extensive syngenec/early epigenec
signature, along with the overall ﬂuid chemistry of the system invesgated by early workers, such as Hitzman (1983 and 1986), point to large saline basin-
generated ﬂuid transport as the mechanism controlling the metallogeny of the Ambler Mining District.  Importantly, similar metallogenies related to saline,
basin-generated ﬂuids and their associated deposits form some of the largest copper districts in the world.

The Bornite Project is not currently in producon; for contemplated exploraon or development acvies see above.

Internal Controls Over Mineral Resource and Reserve Esmates

Trilogy has internal controls for reviewing and documenng the informaon supporng the mineral resource and mineral reserve esmates, describing the
methods used, and ensuring the validity of the esmates.

Informaon that is used to compile mineral resources and reserves is prepared and cerﬁed by appropriately qualiﬁed persons at the project sits and is
subject to our internal review process which includes review by appropriate management and a Qualiﬁed Person employed by Trilogy.

The corporate Qualiﬁed Person presents the mineral resource and reserve informaon to the Board’s Technical Commiee for their review on a periodic
basis.

Mineral Reserve and Resource Esmate Comparison Between November 30, 2023 and 2022

Mineral Reserves Comparison for Arcc

There were no changes to the mineral reserve esmates for the Arcc project from November 30, 2022 to November 30, 2023.

Mineral Resources Comparison for Arcc

There were no changes to the mineral resource esmates for the Arcc project from November 30, 2022 to November 30, 2023.

Mineral Resources Comparison for Bornite

There were no changes to the mineral resource esmates for the Bornite project from November 30, 2022 to November 30, 2023.

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Item 3.     LEGAL PROCEEDINGS

From me to me, we are a party to roune ligaon and proceedings that are considered part of the ordinary course of business. We are not aware of
any material current, pending, or threatened ligaon. There are no material proceedings pursuant to which any of our directors, oﬃcers or aﬃliates or
any  owner  of  record  or  beneﬁcial  owner  of  more  than  5%  of  our  securies  or  any  associate  of  any  such  director,  oﬃcer  or  security  holder  is  a  party
adverse to us or has a material interest adverse to us.

Item 4.     MINE SAFETY DISCLOSURES

Operaons are subject to regulaon by the Federal Mine Safety and Health Administraon (“MSHA”) under the Federal Mine Safety and Health Act of
1977 (the “Mine Act”).  At our current stage of exploraon, we are not yet subject to MSHA.

Companies  required  to  ﬁle  periodic  reports  under  the  Exchange  Act,  that  operate  mines  regulated  under  the  Mine  Act  are  required  to  make  certain
disclosures pursuant to Secon 1503(a) of Dodd-Frank.  We have nothing to disclose pursuant to Secon 1503(a) of Dodd-Frank for the ﬁscal year ended
November 30, 2023.

Item 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the TSX and the NYSE American under the symbol “TMQ”. As of February 9, 2024, there were 1,447 registered
holders of our Common Shares.

PART II

Dividend Policy

We  have  not  declared  or  paid  any  dividends  on  our  Common  Shares.  Our  current  business  plan  requires  that  for  the  foreseeable  future,  any  future
earnings be reinvested to ﬁnance the growth and development of our business. We will not declare or pay any dividends unl such me as our cash ﬂow
exceeds our capital requirements and will depend upon, among other things, condions then exisng including earnings, ﬁnancial condion, restricons in
ﬁnancing arrangements, business opportunies and condions and other factors, or our Board determines that our shareholders could make beer use of
the cash.

Unregistered Sales of Equity Securies

None.

Repurchase of Securies

During ﬁscal year 2023, neither Trilogy nor any aﬃliate of Trilogy repurchased Trilogy Common Shares.

Exchange Controls

There are no governmental laws, decrees or regulaons in Canada that restrict the export or import of capital, including foreign exchange controls, or that
aﬀect the remiance of dividends, interest or other payments to non-resident holders of the securies of Trilogy, other than Canadian withholding tax.

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Certain Canadian Federal Income Tax Consideraons for U.S. Holders

The following summary describes, as of the date hereof, the principal Canadian federal income tax consequences under Income Tax Act (Canada) (the “Tax
Act”) and the regulaons thereunder (the “Regulaons”) generally applicable to a holder of Common Shares who, at all relevant mes, for the purposes of
the Tax Act, (i) holds such Common Shares as capital property, (ii) deals at arm’s length with the Company, (iii) is not aﬃliated with the Company, (iv) is not,
and is not deemed to be, a resident of Canada, and (v) does not use or hold (and will not be deemed to use or hold) the Common Shares in the course of
carrying on a business in Canada, or otherwise in connecon with a business carried on in Canada (a “Non-Resident Holder”). Special rules, which are not
discussed  in  this  summary,  may  apply  to  a  Non-Resident  Holder  that  is  an  insurer  carrying  on  business  in  Canada  and  elsewhere  or  is  an  “authorized
foreign bank” )as deﬁned in the Tax Act).  Such Non-Resident Holders should consult their own tax advisors.

The Common Shares will generally be considered capital property to a Non-Resident Holder provided that the Non-Resident Holder does not use or hold
(and will not use or hold) the Common Shares in the course of carrying on a business of trading or dealing in securies and such Non-Resident Holder has
not acquired (and will not acquire) the Common Shares in one or more transacons considered to be an adventure or concern in the nature of trade.

The  term  “U.S.  Holder”  for  the  purposes  of  this  secon,  means  a  Non-Resident  Holder  who,  for  purposes  of  the  Canada-United  States  Tax
Convenon (1980) as amended, (the “Convenon”), is at all relevant mes a resident of the United States and is a “qualifying person” under, and entled
to  the  beneﬁts  of,  the  Convenon,  Certain  U.S.  resident  enes  that  are  ﬁscally  transparent  for  United  States  federal  income  tax  purposes  (including
certain limited liability companies) may not in all circumstances be entled to the beneﬁts of the Convenon. Members of or holders of an interest in such
an enty that holds Common Shares should consult their own tax advisors regarding the extent, if any, to which the beneﬁts of the Convenon will apply
to the enty in respect of its Common Shares.

This summary is based on the informaon contained in this Form 10-K, the current provisions of the Tax Act, the Regulaons, the current provisions of the
Convenon  and  counsel’s  understanding  of  the  published  administrave  policies  and  assessing  pracces  of  the  Canada  Revenue  Agency  (the  “CRA”)
published in wring by the CRA prior to the date hereof. This summary also takes into account all speciﬁc proposals to amend the Tax Act and Regulaons
publicly  announced  by  or  on  behalf  of  the  Minister  of  Finance  (Canada)  prior  to  the  date  hereof  (collecvely,  the  “Proposed  Tax  Amendments”).  This
summary assumes that the Proposed Tax Amendments will be enacted substanally as proposed; however, no assurances can be given that the Proposed
Tax Amendments will be enacted as proposed or at all. Other than the Proposed Tax Amendments, this summary does not take into account or ancipate
any changes in law or the administrave policies or assessing pracces of the CRA, whether by way of legislave, governmental or judicial decision or
acon, nor does it take into account other federal or any provincial, territorial or foreign legislaon or consideraons, which may diﬀer signiﬁcantly from
those discussed herein.

This summary is not exhausve of all possible Canadian federal income tax consideraons of acquiring or holding Common Shares.  This summary is of
a general nature only and is not intended to be, nor should it be construed to be, legal, business, or tax advice to any parcular Non-Resident Holder
and  no  representaons  with  respect  to  the  tax  consequences  to  any  parcular  Non-Resident  Holder  are  made.  Accordingly,  Non-Resident  Holders
should consult their own tax advisors as to the Canadian federal tax consequences, and the tax consequences of any other jurisdicon, applicable to
them having regard to their own parcular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts calculated in a currency other than the Canadian dollar relang to the acquision, holding or disposion
of Common Shares must be converted into Canadian dollars based on the exchange rates determined in accordance with the Tax Act.  The amount of
dividends  to  be  included  in  income,  and  capital  gains  and  losses  realized  by  a  Non-Resident  Holder,  may  be  aﬀected  by  ﬂuctuaons  in  the  relevant
exchange rates.

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Disposion of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposion of
the Common Shares, nor will capital losses arising from the disposion be recognized under the Tax Act, unless the Common Shares constute “taxable
Canadian property” (as deﬁned in the Tax Act) of the Non-Resident Holder at the me of disposion and the Non-Resident Holder is not entled to relief
under an applicable income tax treaty or convenon. As long as the shares are then listed on a “designated stock exchange” (as deﬁned in the Tax Act)
(which  currently  includes  the  TSX  and  the  NYSE  American)  at  the  me  of  disposion  or  deemed  disposion,  the  Common  Shares  generally  will  not
constute taxable Canadian property of a Non-Resident Holder, unless (a) at any me during the 60-month period immediately preceding the disposion
the following two condions are met concurrently: (i) one or any combinaon of (A) the Non-Resident Holder, (B) persons not dealing at arm’s length with
such  Non-Resident  Holder,  (C)  partnerships  in  which  the  Non-Resident  Holder  or    a  person  described  in  (B)  holds  a  membership  interest  directly  or
indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company;
and  (ii)  more  than  50%  of  the  fair  market  value  of  the  Common  Shares  was  derived,  directly  or  indirectly,  from  one  or  any  combinaon  of  real  or
immovable property situated in Canada, “Canadian resource properes” (as deﬁned in the Tax Act), “mber resource properes” (as deﬁned in the Tax
Act) or opons in, or interests in, or for civil law rights in, such properes, whether or not the property exists, or (b) the Common Shares are otherwise
deemed to be taxable Canadian property pursuant to certain circumstances prescribed in the Tax Act.

If the Common Shares are taxable Canadian property to a Non-Resident Holder, an applicable income tax treaty or convenon, including the Convenon,
may in certain circumstances exempt that Non-Resident Holder from tax under Tax Act in respect of the disposion or deemed disposion of the Common
Shares.

A Non-Resident Holder whose shares are taxable Canadian property should consult their own advisors having regard to their parcular circumstances.

Dividends on Common Shares

Under the Tax Act, dividends on Common Shares paid or credited or deemed to be paid or credited to a Non-Resident Holder will be subject to Canadian
withholding tax at the rate of 25% of the gross amount of the dividends unless such rate is reduced by the terms of an applicable income tax treaty or
convenon. In general, in the case of a U.S. Holder who is paid or credited a dividend or deemed dividend, is the beneﬁcial owner of such dividend or
deemed dividend, and who qualiﬁes for full beneﬁts under the Convenon, the rate of such Canadian withholding tax will generally be reduced to 15% of
the gross amount of such dividend (or 5% in the case of a U.S. Holder that is a company beneﬁcially owning at least 10% of the Company’s vong shares).
In addion, under the Convenon, dividends may be exempt from Canadian withholding tax if paid to certain U.S. Holders that are qualifying religious,
scienﬁc, literary, educaonal or charitable tax-exempt organizaons and qualifying trusts, companies, organizaons or arrangements operated exclusively
to administer or provide pension, rerement or employee beneﬁts that are exempt from tax in the United States and that have complied with speciﬁc
administrave procedures.  The Mullateral Convenon to Implement Tax Treaty Related Measures to Prevent Base Erosion and Proﬁt Shiing of which
Canada is a signatory, aﬀects many of Canada’s tax treaes (but not the Convenon), including the ability to claim beneﬁts thereunder.  Non-Resident
Holders should consult their own tax advisors to determine their entlement to relief under an applicable income tax treaty or convenon.

Certain U.S. Federal Income Tax Consideraons

The following is a general summary of certain ancipated U.S. federal income tax consideraons applicable to a U.S. Holder (as deﬁned below) arising from
and relang to the acquision, ownership and disposion of Common Shares.

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This summary is for general informaon purposes only and does not purport to be a complete analysis or lisng of all potenal U.S. federal income tax
consideraons that may apply to a U.S. Holder as a result of the acquision of Common Shares. Furthermore, this summary does not take into account the
individual facts and circumstances of any parcular U.S. Holder that may aﬀect the U.S. federal income tax consideraons applicable to such U.S. Holder of
Common  Shares.  Except  as  speciﬁed  below,  this  summary  does  not  discuss  applicable  tax  reporng  requirements.  Accordingly,  this  summary  is  not
intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. U.S. Holders should consult their
own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax consequences relang to the acquision, ownership and disposion of
Common Shares.

No ruling from the U.S. Internal Revenue Service (the “IRS”) or legal opinion has been requested, or will be obtained, regarding the potenal U.S. federal
income tax consideraons applicable to U.S. Holders as discussed in this summary. This summary is not binding on the IRS, and the IRS is not precluded
from  taking  a  posion  that  is  diﬀerent  from,  and  contrary  to,  the  posions  taken  in  this  summary.  In  addion,  because  the  authories  on  which  this
summary  is  based  are  subject  to  various  interpretaons,  the  IRS  and  the  U.S.  courts  could  disagree  with  one  or  more  of  the  posions  taken  in  this
summary.

Scope of this Summary

Authories

This summary is based on the U.S. Internal Revenue, as amended (“Code”), regulaons promulgated by the Department of the Treasury (whether ﬁnal,
temporary or proposed) (“Treasury Regulaons”), U.S. court decisions, published rulings and administrave posions of the IRS, and the Convenon, that
are applicable and, in each case, in eﬀect as of the date of this document. Any of the authories on which this summary is based could be changed in a
material and adverse manner at any me, and any such change could be applied on a retroacve or prospecve basis, which could aﬀect the U.S. federal
income tax consideraons described in this summary. This summary does not discuss the potenal eﬀects, whether adverse or beneﬁcial, of any proposed
legislaon that, if enacted, could be applied on a retroacve basis.

U.S. Holders

For purposes of this secon, a “U.S. Holder” is a beneﬁcial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a
cizen or resident of the United States for U.S. federal income tax purposes; (b) a corporaon, or other enty classiﬁed as a corporaon for U.S. federal
income tax purposes, that is created or organized in or under the laws of the United States or any state in the United States, including the District of
Columbia; (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income; or (d) a trust if (i) such
trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over
the administraon of such trust and one or more U.S. persons have the authority to control all substanal decisions of such trust.

Non-U.S. Holders

For purposes of this summary, a “Non-U.S. Holder” is a beneﬁcial owner of Common Shares that is neither a U.S. Holder nor a U.S. partnership (or other
“pass-through”  enty).  This  summary  does  not  address  the  U.S.  federal  income  tax  consideraons  applicable  to  Non-U.S.  Holders  relang  to  the
acquision, ownership and disposion of Common Shares. Accordingly, Non-U.S. Holders should consult their own tax advisors regarding the U.S. federal,
U.S. state and local, and non-U.S. tax consequences (including the potenal applicaon of and operaon of any tax treaes) relang to the acquision,
ownership, and disposion of Common Shares.

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U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax consideraons applicable to U.S. Holders that are subject to special provisions under the Code,
including  (a)  U.S.  Holders  that  are  tax-exempt  organizaons,  qualiﬁed  rerement  plans,  individual  rerement  accounts  or  other  tax-deferred  accounts;
(b) U.S. Holders that are ﬁnancial instuons, underwriters, insurance companies, real estate investment trusts or regulated investment companies or that
are broker-dealers, dealers, or traders in securies or currencies that elect to apply a mark-to-market accounng method; (c) U.S. Holders that have a
“funconal  currency”  other  than  the  U.S.  dollar;  (d)  U.S.  Holders  that  own  Common  Shares  as  part  of  a  straddle,  hedging  transacon,  conversion
transacon, construcve sale or other integrated transacons; (e) U.S. Holders that acquired Common Shares in connecon with the exercise of employee
stock opons or otherwise as compensaon for services; (f) U.S. Holders that hold Common Shares other than as a capital asset (generally property held
for investment purposes) within the meaning of Secon 1221 of the Code; (g) U.S. Holders that are subject to special tax accounng rules; (h) U.S. Holders
that own, directly, indirectly or by aribuon, 10% or more, by vong power or value, of the outstanding shares of the Company; (i) are partnerships and
other pass-through enes (and investors in such partnerships and enes); (j) are S corporaons (and shareholders thereof): (k) are U.S. expatriates or
former  long-term  residents  of  the  United  States;  or  (l)  U.S.  Holders  that  hold  Common  Shares  in  connecon  with  a  trade  or  business,  permanent
establishment, or ﬁxed base outside the United States; or (m) U.S. Holders that are subject to the alternave minimum tax. U.S. Holders and others that
are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors.

If an enty that is classiﬁed as a partnership (or other “pass-through” enty) for U.S. federal income tax purposes holds Common Shares, the U.S. federal
income  tax  consequences  applicable  to  such  partnership  (or  “pass-through”  enty)  and  the  partners  of  such  partnership  (or  owners  of  such  “pass-
through” enty) generally will depend on the acvies of the partnership (or “pass-through” enty) and the status of such partners (or owners). Partners
of enes that are classiﬁed as partnerships (and owners of “pass-through” enes) for U.S. federal income tax purposes should consult their own tax
advisors regarding the U.S. federal income tax consequences relang to the acquision, ownership and disposion of Common Shares.

Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed

This summary does not address the U.S. state and local, U.S. estate and gi, U.S. federal net investment income, U.S. alternave minimum tax, or non-U.S.
tax consequences to U.S. Holders relang to the acquision, ownership, and disposion of Common Shares. Each U.S. Holder should consult its own tax
advisor regarding the U.S. state and local, U.S. estate and gi, U.S. federal net investment income, U.S. federal alternave minimum tax and non-U.S. tax
consequences relang to the acquision, ownership, and disposion of Common Shares.

U.S. Federal Income Tax Consequences of the Acquision, Ownership and Disposion of Common Shares

Distribuons on Common Shares

Subject to the PFIC rules discussed below, a U.S. Holder that receives a distribuon, including a construcve distribuon, with respect to a Common Share
will be required to include the amount of such distribuon in gross income as a dividend (without reducon for any Canadian income tax withheld from
such distribuon) to the extent of the current or accumulated “earnings and proﬁts” of the Company, as computed for U.S. federal income tax purposes. To
the extent that a distribuon exceeds the current and accumulated “earnings and proﬁts” of the Company, such distribuon will be treated ﬁrst as a tax-
free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and thereaer as a gain from the sale or exchange of such Common
Shares (see “Sale or Other Taxable Disposion of Common Shares” below). However, the Company does not intend to maintain the calculaons of earnings
and proﬁts in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribuon by the Company with
respect  to  the  Common  Shares  will  constute  ordinary  dividend  income.  Subject  to  applicable  limitaons,  dividends  paid  by  the  Company  to  non-
corporate  U.S.  Holders,  including  individuals,  generally  will  be  eligible  for  the  preferenal  tax  rates  applicable  to  long-term  capital  gains  for  dividends,
provided certain holding period and other condions are

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sasﬁed, including that the Company not be classiﬁed as a PFIC (as discussed below) in the tax year of distribuon or in the preceding tax year. Dividends
received on Common Shares by corporate U.S. Holders will not be eligible for the “dividends received deducon”. The dividend rules are complex, and
each U.S. Holder should consult its own tax advisor regarding the applicaon of such rules.

Sale or Other Taxable Disposion of Common Shares

Subject to the PFIC rules discussed below, upon the sale or other taxable disposion of Common Shares a U.S. Holder generally will recognize capital gain
or loss in an amount equal to the diﬀerence between (a) the amount of cash plus the fair market value of any property received and (b) its tax basis in such
Common Shares sold or otherwise disposed of. Such gain generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit
rules unless the gain is subject to tax in Canada and is re-sourced as “foreign source” under the Convenon and such U.S. Holder elects to treat such gain
or loss as “foreign source” (see a more detailed discussion at “Foreign Tax Credit” below). Any such gain or loss generally will be capital gain or loss, which
will be long-term capital gain or loss if, at the me of the sale or other disposion, such Common Shares are held for more than one year. Preferenal tax
rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferenal tax rates for long-term
capital gains of a U.S. Holder that is a corporaon. Deducons for capital losses are subject to signiﬁcant limitaons under the Code.

Foreign Tax Credit

Dividends  paid  on  Common  Shares  will  be  treated  as  foreign-source  income,  and  generally  will  be  treated  as  “passive  category  income”  or  “general
category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposion of Oﬀered Shares generally will be United
States source gain or loss. Certain U.S. Holders that are eligible for the beneﬁts of the Convenon may elect to treat such gain or loss as Canadian source
gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitaons on the amount of foreign taxes that may be claimed as a
credit  by  U.S.  taxpayers.  In  addion,  Treasury  Regulaons  that  apply  to  taxes  paid  or  accrued  (the  “Foreign  Tax  Credit  Regulaons”)  impose  addional
requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be sasﬁed.
The Treasury Department has recently released guidance temporarily pausing the applicaon of certain of the Foreign Tax Credit Regulaons.

Subject to the PFIC rules discussed below, and the Foreign Tax Credit Regulaons, as discussed above, a U.S. Holder that pays (whether directly or through
withholding)  Canadian  income  tax  with  respect  to  dividends  paid  on  Common  Shares  generally  will  be  entled,  at  the  elecon  of  such  U.S.  Holder,  to
receive either a deducon or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a
dollar-for-dollar basis, whereas a deducon will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This elecon is made on a year-by-
year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are
complex and involve the applicaon of rules that depend on a U.S. Holder’s parcular circumstances. Accordingly, each U.S. Holder should consult its own
U.S. tax advisors regarding the foreign tax credit rules.

Receipt of Foreign Currency

The amount of any distribuon paid in foreign currency to a U.S. Holder in connecon with the ownership of Common Shares, or on the sale, exchange or
other taxable disposion of Common Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable
on the date of actual or construcve receipt (regardless of whether such foreign currency is converted into U.S. dollars at that me). If the foreign currency
received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the
date of receipt. A U.S. Holder that receives foreign currency and converts such foreign currency into U.S. dollars at a conversion rate other than the rate in
eﬀect on the date of receipt may have a foreign currency exchange gain or loss, which generally would be treated as U.S. source ordinary income or loss
for foreign tax credit purposes. Diﬀerent rules apply to U.S. Holders who use the accrual method of tax accounng. U.S. Holders should consult

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their own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning and disposing of foreign currency.

Passive Foreign Investment Company Rules

If  the  Company  is  considered  a  PFIC  within  the  meaning  of  Secon  1297  of  the  Code  at  any  me  during  a  U.S.  Holder’s  holding  period,  then  certain
diﬀerent and potenally adverse tax consequences would apply to such U.S. Holder’s acquision, ownership and disposion of Common Shares.

PFIC Status of the Company

The Company generally will be a PFIC if, for a given tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income or
(b) 50% or more of the assets held by the Company either produce passive income or are held for the producon of passive income, based on the fair
market value of such assets. “Gross income” generally includes all revenues less the cost of goods sold plus income from investments and from incidental
or outside operaons or sources, and “passive income” includes, for example, dividends, interest, certain rents and royales, certain gains from the sale of
stock and securies, and certain gains from commodies transacons. Acve business gains arising from the sale of commodies generally are excluded
from passive income if substanally all of a foreign corporaon’s commodies are stock in trade or inventory, depreciable property used in a trade or
business, or supplies regularly used or consumed in a trade or business, and certain other requirements are sasﬁed.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the
outstanding shares of another corporaon, the Company will be treated as if it (a) held a proporonate share of the assets of such other corporaon and
(b)  received  directly  a  proporonate  share  of  the  income  of  such  other  corporaon.  In  addion,  for  purposes  of  the  PFIC  income  test  and  asset  test
described above, “passive income” does not include any interest, dividends, rents or royales that are received or accrued by the Company from a “related
person” (as deﬁned in Secon 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not
passive income.

Under certain aribuon rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proporonate share of any subsidiary of the Company
which is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S. federal income tax on (a) a distribuon on the shares of a Subsidiary PFIC and (b) a
disposion of shares of a Subsidiary PFIC, both as if the U.S. Holder directly held the shares of such Subsidiary PFIC.

The Company believes that it was not a PFIC for the tax years ended November 30, 2015, 2016, 2017, 2020 and 2021. The Company believes it was a PFIC
for the tax years ended November 30, 2018, 2019, 2022 and 2023 and may be a PFIC in future tax years. No opinion of legal counsel or ruling from the IRS
concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. The determinaon of whether the Company
(or a subsidiary of the Company) was, or will be, a PFIC for a tax year depends, in part, on the applicaon of complex U.S. federal income tax rules, which
are subject to diﬀering interpretaons. In addion, whether the Company (or subsidiary) will be a PFIC for any tax year depends on the assets and income
of the Company (and each such subsidiary) over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this
document. Accordingly, there can be no assurance that the IRS will not challenge any determinaon made by the Company (or subsidiary) concerning its
PFIC status or that the Company (and any subsidiary) was not, or will not be, a PFIC for any tax year. U.S. Holders should consult their own tax advisors
regarding the PFIC status of the Company and any subsidiary of the Company.

Default PFIC Rules under Secon 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquision, ownership and disposion of Common Shares will
depend  on  whether  such  U.S.  Holder  makes  a  QEF  elecon  or  makes  a  mark-to-market  elecon  under  Secon  1296  of  the  Code  (a  “Mark-to-Market
Elecon”) with respect to Common Shares. A U.S. Holder that does not make either a QEF Elecon or a Mark-to-Market Elecon will be referred to in this
summary as a “Non-Elecng U.S. Holder”.

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A Non-Elecng U.S. Holder will be subject to the rules of Secon 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable
disposion of Common Shares and (b) any excess distribuon paid on the Common Shares. A distribuon generally will be an “excess distribuon” to the
extent that such distribuon (together with all other distribuons received in the current tax year) exceeds 125% of the average distribuons received
during the three preceding tax years (or during a U.S. Holder’s holding period for the Common Shares, if shorter).

If the Company is a PFIC, under Secon 1291 of the Code any gain recognized on the sale or other taxable disposion of Common Shares (including an
indirect  disposion  of  shares  of  a  Subsidiary  PFIC),  and  any  excess  distribuon  paid  on  Common  Shares  (or  a  distribuon  by  a  Subsidiary  PFIC  to  its
shareholder that is deemed to be received by a U.S. Holder) must be ratably allocated to each day of a Non-Elecng U.S. Holder’s holding period for the
Common Shares. The amount of any such gain or excess distribuon allocated to the tax year of disposion or excess distribuon and to years before the
Company became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income
tax at the highest tax applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year,
calculated as if such tax liability had been due in each such year. A Non-Elecng U.S. Holder that is not a corporaon must treat any such interest paid as
“personal interest”, which is not deducble.

If the Company is a PFIC for any tax year during which a Non-Elecng U.S. Holder holds Common Shares, the Company will connue to be treated as a PFIC
with respect to such Non-Elecng U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years. If the Company
ceases  to  be  a  PFIC,  a  Non-Elecng  U.S.  Holder  may  terminate  this  deemed  PFIC  status  with  respect  to  Common  Shares  by  elecng  to  recognize  gain
(which will be taxed under the rules of Secon 1291 of the Code discussed above) as if such Common Shares were sold on the last day of the last tax year
for which the Company was a PFIC.

Under proposed Treasury Regulaons, if a U.S. Holder has an opon, warrant or other right to acquire stock of a PFIC, such opon, warrant or right is
considered to be PFIC stock subject to the default rules of Secon 1291 of the Code. Under rules described below, if the Company was a PFIC, the holding
period for the opon, warrant or other right would begin on the day aer the date a U.S. Holder acquired the opon, warrant or other right. This would
impact the availability of the QEF Elecon and Mark-to-Market Elecon with respect to an opon, warrant or other right. Thus, a U.S. Holder would have
to account for an opon, warrant or other right and Common Shares under the PFIC rules and the applicable elecons diﬀerently (see discussion below
under “QEF Elecon” and “Market-to-Market Elecon”.)

QEF Elecon

In the event the Company is a PFIC and a U.S. Holder makes a QEF Elecon for the ﬁrst tax year in which its holding period of its Common Shares begins,
such U.S. Holder generally will not be subject to the rules of Secon 1291 of the Code discussed above with respect to its Common Shares. However, a U.S.
Holder that makes a QEF Elecon will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company,
which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to
such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are
the excess of (a) “earnings and proﬁts” over (b) net capital gain. A U.S. Holder that makes a QEF Elecon will be subject to U.S. federal income tax on such
amounts  for  each  tax  year  in  which  the  Company  is  a  PFIC,  regardless  of  whether  such  amounts  are  actually  distributed  to  such  U.S.  Holder  by  the
Company. However, a U.S. Holder that makes a QEF Elecon may, subject to certain limitaons, elect to defer payment of current U.S. federal income tax
on such amounts, subject to an interest charge. If such U.S. Holder is not a corporaon, any such interest paid will be treated as “personal interest”, which
is not deducble.

A U.S. Holder that makes a QEF Elecon generally (a) may receive a tax-free distribuon from the Company to the extent that such distribuon represents
“earnings and proﬁts” of the Company that were previously included in income by the U.S. Holder because of such QEF Elecon and (b) will adjust such
U.S. Holder’s tax basis in the Common Shares to reﬂect the amount included in income or allowed as a tax-free distribuon because of such QEF Elecon.
In addion, a U.S.

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Holder that makes a QEF Elecon generally will recognize capital gain or loss on the sale or other taxable disposion of Common Shares.

The  procedure  for  making  a  QEF  Elecon,  and  the  U.S.  federal  income  tax  consequences  of  making  a  QEF  Elecon,  will  depend  on  whether  such  QEF
Elecon is mely. A QEF Elecon will be treated as “mely” if it is made for the ﬁrst year in the U.S. Holder’s holding period for the Common Shares in
which the Company was a PFIC. A U.S. Holder may make a mely QEF Elecon by ﬁling the appropriate QEF Elecon documents at the me such U.S.
Holder ﬁles a U.S. federal income tax return for such year.

A QEF Elecon will apply to the tax year for which such QEF Elecon is made and to all subsequent tax years, unless such QEF Elecon is invalidated or
terminated  or  the  IRS  consents  to  revocaon  of  such  QEF  Elecon.  If  a  U.S.  Holder  makes  a  QEF  Elecon  and,  in  a  subsequent  tax  year,  the  Company
ceases to be a PFIC, the QEF Elecon will remain in eﬀect (although it will not be applicable) during those tax years in which the Company is not a PFIC.
Accordingly, if the Company becomes a PFIC in a subsequent tax year, the QEF Elecon will be eﬀecve, and the U.S. Holder will be subject to the QEF
rules described above during a subsequent tax year in which the Company qualiﬁes as a PFIC.

As discussed above, under proposed Treasury Regulaons, if a U.S. Holder has an opon, warrant or other right to acquire stock of a PFIC, such opon,
warrant or right is considered to be PFIC stock subject to the default rules of Secon 1291 of the Code on its disposion. However, a holder of an opon,
warrant or other right to acquire stock of a PFIC may not make a QEF Elecon that will apply to the opon, warrant or other right to acquire PFIC stock. In
addion, under proposed Treasury Regulaons, if a U.S. Holder holds an opon, warrant or other right to acquire stock of a PFIC, the holding period with
respect to shares of stock of the PFIC acquired upon exercise of such opon, warrant or other right will include the period that the opon, warrant or
other right was held. U.S. Holders should consult their own tax advisors regarding the applicaon of the PFIC rules to Common Shares.

The  Company  will  make  available  to  U.S.  Holders,  upon  their  wrien  request,  informaon  as  to  its  status  as  a  PFIC,  as  reasonably  determined  by  the
Company, and will provide to a U.S. Holder all informaon and documentaon that a U.S. Holder making a QEF Elecon with respect to the Company is
required to obtain for U.S. federal income tax purposes in the event it is a PFIC. However, U.S. Holders should be aware that the Company can provide no
assurances that it will provide any such informaon relang to any Subsidiary PFIC. Because the Company may own shares in one or more Subsidiary PFICs
and may acquire shares in one or more Subsidiary PFICs in the future, they will connue to be subject to the rules discussed above with respect to the
taxaon of gains and excess distribuons with respect to any Subsidiary PFIC for which the U.S. Holders do not obtain the required informaon to ﬁle a
QEF Elecon. U.S. Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Elecon with respect to the
Company and any Subsidiary PFIC.

Mark-to-Market Elecon

A U.S. Holder may make a Mark-to-Market Elecon only if the Common Shares are marketable stock. The Common Shares generally will be “marketable
stock” if they are regularly traded on (a) a naonal securies exchange that is registered with the SEC; (b) the naonal market system established pursuant
to secon 11A of the Securies and Exchange Act of 1934; or (c) a foreign securies exchange that is regulated or supervised by a governmental authority
of  the  country  in  which  the  market  is  located,  provided  that  (i)  such  foreign  exchange  has  trading  volume,  lisng,  ﬁnancial  disclosure  and  other
requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such
requirements  are  actually  enforced;  and  (ii)  the  rules  of  such  foreign  exchange  ensure  acve  trading  of  listed  stocks.  If  such  stock  is  traded  on  such  a
qualiﬁed exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in
de  minimus  quanes,  on  at  least  15  days  during  each  calendar  quarter.  Each  U.S.  Holder  should  consult  its  own  tax  advisor  regarding  whether  the
Common Shares constute marketable stock.

A U.S. Holder that makes a Mark-to-Market Elecon with respect to its Common Shares generally will not be subject to the rules of Secon 1291 of the
Code discussed above. However, if a U.S. Holder does not make a Mark-to-Market

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Elecon beginning in the ﬁrst tax year of such U.S. Holder’s holding period for Common Shares or such U.S. Holder has not made a mely QEF Elecon, the
rules of Secon 1291 of the Code discussed above will apply to certain disposions of, and distribuons on, the Common Shares.

A U.S. Holder that makes a Mark-to-Market Elecon will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to
the excess, if any, of (a) the fair market value of the Common Shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such Common
Shares. A U.S. Holder that makes a Mark-to-Market Elecon will be allowed a deducon in an amount equal to the excess, if any, of (i) such U.S. Holder’s
adjusted tax basis in the Common Shares over (ii) the fair market value of such Common Shares (but only to the extent of the net amount of previously
included income as a result of the Mark-to-Market Elecon for prior tax years).

U.S. Holders that make a Mark-to-Market Elecon generally also will adjust their tax basis in the Common Shares to reﬂect the amount included in gross
income or allowed as a deducon because of such Mark-to-Market Elecon. In addion, upon a sale or other taxable disposion of Common Shares, a U.S.
Holder  that  makes  a  Mark-to-Market  Elecon  will  recognize  ordinary  income  or  loss  (not  to  exceed  the  excess,  if  any,  of  (a)  the  amount  included  in
ordinary income because of such Mark-to-Market Elecon for prior tax years over (b) the amount allowed as a deducon because of such Mark-to-Market
Elecon for prior tax years).

A Mark-to-Market Elecon applies to the tax year in which such Mark-to-Market Elecon is made and to each subsequent tax year, unless the Common
Shares cease to be “marketable stock” or the IRS consents to revocaon of such elecon. U.S. Holders should consult their own tax advisors regarding the
availability of, and procedure for making, a Mark-to-Market Elecon.

Although a U.S. Holder may be eligible to make a Mark-to-Market Elecon with respect to Common Shares, no such elecon may be made with respect to
the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning because such stock is not marketable. Hence, the Mark-to-Market Elecon will not
be  eﬀecve  to  eliminate  the  interest  charge  described  above  with  respect  to  deemed  disposions  of  Subsidiary  PFIC  stock  or  distribuons  from  a
Subsidiary PFIC.

Other PFIC Rules

Under Secon 1291(f) of the Code, the IRS has issued proposed Treasury Regulaons that, subject to certain excepons, would cause a U.S. Holder that
had not made a mely QEF Elecon to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g.,
gis and exchanges pursuant to corporate reorganizaons) in the event the Company is a PFIC during such U.S. Holder’s holding period for the relevant
shares.  However,  the  speciﬁc  U.S.  federal  income  tax  consequences  to  a  U.S.  Holder  may  vary  based  on  the  manner  in  which  Common  Shares  are
transferred.

Certain addional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF
Elecon. For example, under Secon 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as may be provided
in Treasury Regulaons, be treated as having made a taxable disposion of such Common Shares.

In any year in which the Company is classiﬁed as a PFIC, a U.S. Holder will be required to ﬁle an annual report with the IRS containing such informaon as
Treasury Regulaons and/or other IRS guidance may require. U.S. Holders should consult their own tax advisors regarding the requirements of ﬁling such
informaon returns under these rules, including the requirement to ﬁle an IRS Form 8621.

In addion, a U.S. Holder who acquires Common Shares from a decedent will not receive a “step up” in tax basis of such Common Shares to fair market
value unless such decedent had a mely and eﬀecve QEF Elecon in place.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribuon from a PFIC.

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The  PFIC  rules  are  complex,  and  U.S.  Holders  should  consult  their  own  tax  advisors  regarding  the  PFIC  rules  and  how  they  may  aﬀect  the  U.S.  federal
income tax consequences of the acquision, ownership, and disposion of Common Shares in the event the Company is a PFIC at any me during such
holding period for such Common Shares.

Informaon Reporng, Backup Withholding Tax

Under U.S. federal income tax law, certain categories of U.S. Holders must ﬁle informaon returns with respect to their investment in, or involvement in, a
foreign  corporaon.  For  example,  U.S.  return  disclosure  obligaons  (and  related  penales)  are  imposed  on  individuals  who  are  U.S.  Holders  that  hold
certain  speciﬁed  foreign  ﬁnancial  assets  in  excess  of  certain  thresholds.  The  deﬁnion  of  speciﬁed  foreign  ﬁnancial  assets  includes  not  only  ﬁnancial
accounts maintained in foreign ﬁnancial instuons, but also, unless held in accounts maintained by a ﬁnancial instuon, any stock or security issued by
a non-U.S. person, any ﬁnancial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in
a  foreign  enty.  U.S.  Holders  may  be  subject  to  these  reporng  requirements  unless  their  Common  Shares  are  held  in  an  account  at  certain  ﬁnancial
instuons.  Penales  for  failure  to  ﬁle  certain  of  these  informaon  returns  are  substanal.  U.S.  Holders  should  consult  with  their  own  tax  advisors
regarding the requirements of ﬁling informaon returns, including the requirement to ﬁle an IRS Form 8938.

Payments made within the United States, or by a U.S. payor or U.S. middleman, of dividends on Common Shares, and proceeds arising from certain sales
or other taxable disposions of Common Shares, may be subject to informaon reporng and backup withholding tax, currently at the rate of 24%, if a
U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. social security or other taxpayer idenﬁcaon number (generally on Form W-9); (b) furnishes
an incorrect U.S. taxpayer idenﬁcaon number; (c) is noﬁed by the IRS that such U.S. Holder has previously failed to properly report items subject to
backup withholding tax; or (d) fails under certain circumstances to cerfy, under penalty of perjury, that such U.S. Holder has furnished its correct U.S.
taxpayer idenﬁcaon number and that the IRS has not noﬁed such U.S. Holder that it is subject to backup withholding tax. However, U.S. Holders that
are corporaons generally are excluded from these informaon reporng and backup withholding tax rules. Backup withholding is not an addional tax.
Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any,
or will be refunded, if such U.S. Holder mely furnishes the required informaon to the IRS. U.S. Holders should consult their own tax advisors regarding
the informaon reporng and backup withholding tax rules.

The discussion of reporng requirements set forth above is not intended to constute a complete descripon of all reporng requirements that may apply
to a U.S. Holder. A failure to sasfy certain reporng requirements may result in an extension of the me period during which the IRS can assess a tax and,
under  certain  circumstances,  such  an  extension  may  apply  to  assessments  of  amounts  unrelated  to  any  unsasﬁed  reporng  requirement.  Each  U.S.
Holder should consult its own tax advisors regarding the informaon reporng and backup withholding rules.

THE  ABOVE  SUMMARY  IS  NOT  INTENDED  TO  CONSTITUTE  A  COMPLETE  ANALYSIS  OF  ALL  TAX  CONSIDERATIONS  APPLICABLE  TO  U.S.  HOLDERS  WITH
RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO
THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

Item 6. [Reserved]

Not applicable

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Item 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

General

This  Management’s  Discussion  and  Analysis  (“MD&A”)  of  Trilogy  Metals  Inc.  (“Trilogy”,  “the  Company”,  “us”  or  “we”)  is  dated  February  8,  2024  and
provides an analysis of our audited ﬁnancial results for the year ended November 30, 2023 compared to the year ended November 30, 2022. A discussion
of our year ended November 30, 2023 compared to November 30, 2022 is contained in our report on Form 10-K for the year ended November 30, 2023.

The following informaon should be read in conjuncon with our November 30, 2023 audited consolidated ﬁnancial statements and related notes which
were prepared in accordance with United States generally accepted accounng principles (“U.S. GAAP”). A summary of the U.S. GAAP accounng policies
is  outlined  in  note  2  of  the  audited  consolidated  ﬁnancial  statements.  All  amounts  are  in  United  States  dollars  unless  otherwise  stated.  References  to
“Canadian dollars” and “C$” and “CDN$” are to the currency of Canada and references to “U.S. dollars”, “$” or “US$” are to the currency of the United
States.

These consolidated ﬁnancial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets
and discharge its liabilies in the normal course of business for the foreseeable future.  As at November 30, 2023, the Company had a working capital
surplus of $2.4 million (2022 - $2.4 million) and an accumulated deﬁcit of $81.8 million (2022 - $66.9 million).  The Company has no recurring source of
cash inﬂows at its current stage.  The Company’s cash oulow from operaons was $3.1 million for the year ended November 30, 2023.  The Company
intends to ﬁnance its future requirements through a combinaon of debt and/or equity issuance.  There is no assurance that the Company will be able to
obtain such ﬁnancings or obtain them on a favourable terms.  These material uncertaines raise substanal doubt about the Company’s ability to connue
as a going concern.

Richard  Gosse,  P.  Geo,  VP  Exploraon  of  the  Company,  is  a  Qualiﬁed  Person  under  Naonal  Instrument  43-101  -  Standards  of  Disclosure  for  Mineral
Projects (“NI 43-101”), and has approved the scienﬁc and technical informaon in this MD&A.

Trilogy’s  shares  are  listed  on  the  Toronto  Stock  Exchange  (“TSX”)  and  the  NYSE  American  under  the  symbol  “TMQ”.  Addional  informaon  related  to
Trilogy, including our annual report on Form 10-K, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Descripon of business

We are a base metals exploraon company focused on the exploraon and development of mineral properes, through our equity investee, in the Ambler
Mining District located in Alaska, U.S.A. We conduct our operaons through a wholly owned subsidiary, NovaCopper US Inc. which is doing business as
Trilogy Metals US (“Trilogy Metals US”). Our Upper Kobuk Mineral Projects, (“UKMP” or “UKMP Projects”) were contributed into a 50/50 joint venture (the
“Joint Venture”) named Ambler Metals LLC (“Ambler Metals”) between Trilogy and South32 Limited (“South32”) on February 11, 2020 (see below). The
projects contributed to Ambler Metals consist of: i) the Ambler lands which host the Arcc copper-zinc-lead-gold-silver project (the “Arcc Project”); and
ii) the Bornite lands being explored under a collaborave long-term agreement with NANA Regional Corporaon, Inc. (“NANA”), a regional Alaska Nave
Corporaon, which hosts the Bornite carbonate-hosted copper project (the “Bornite Project”) and related assets. The Company also conducts early-stage
exploraon through a wholly owned subsidiary, 995 Exploraon Inc.

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Corporate developments

Private Placement

On April 25, 2023, the Company completed non-brokered private placement of 5,854,545 common shares of the Company (the “Common Share”) at a
price of $0.55 per Common Share for gross proceeds of $3.2 million.  Aer legal and stock exchange fees, the Company received net proceeds of $3.1
million.

Property review

The UKMP Projects are held by our equity investee, Ambler Metals of which Trilogy holds a 50% interest. The projects are located in the Ambler Mining
District in Northwest Alaska. The UKMP Projects comprise approximately 448,217 acres (181,387 hectares) consisng of the Ambler and Bornite lands.

On October 19, 2011, NANA Regional Corporaon, Inc. (“NANA”), an Alaska Nave Corporaon headquartered in Kotzebue, Alaska, and Trilogy Metals US
entered an Exploraon Agreement and Opon Agreement (as amended, the “NANA Agreement”) for the cooperave development of NANA’s respecve
resource  interests  in  the  Ambler  Mining  District  of  Northwest  Alaska.  Upon  the  formaon  of  Ambler  Metals,  the  Company  assigned  its  rights  and
obligaons  under  the  NANA  Agreement  to  Ambler  Metals.    The  NANA  Agreement  consolidates  Ambler  Metals’  and  NANA’s  land  holdings  into  an
approximately 142,831-hectare land package and provides a framework for the exploraon and any future development of this high-grade and prospecve
poly-metallic belt.

The NANA Agreement establishes a framework for any future development of either the Bornite Project or the Arcc Project.  Both projects are included
as part of a larger area of interest set forth in the NANA Agreement.  Upon the decision to proceed with development of a mine within the area of interest,
inclusive of the Arcc and Bornite Projects, NANA maintains the right to purchase an ownership interest in the mine equal to between 16%-25% or retain a
15% net proceeds royalty which is payable aer we have recovered certain historical costs, including capital and cost of capital. Should NANA elect to
purchase an ownership interest in the mine, consideraon will be payable based on the elected percentage purchased and all the costs incurred on the
properes less $40.0 million, not to be less than zero. The pares would form a joint venture and be responsible for all future costs incurred in connecon
with the mine, including capital costs of the mine, based on each party’s pro-rata share.

NANA would also be granted a net smelter return royalty between 1% and 2.5% upon the execuon of a mining lease or a surface use agreement, the
amount of which is determined by the parcular area of land from which producon originates.

Arcc Project

The  Ambler  lands,  which  host  a  number  of  deposits,  including  the  high-grade  copper-zinc-lead-gold-silver  Arcc  Project,  and  other  mineralized
occurrences within a 100-kilometer-long volcanogenic massive sulﬁde (“VMS”) belt. The Ambler lands are located in Northwestern Alaska and consist of
185,805 acres (75,192 hectares) of Federal patented mining claims which hosts the Arcc deposit and State of Alaska mining claims which we are acvely
exploring, within which VMS mineralizaon has been found.

Prior  to  the  formaon  of  the  Joint  Venture  on  February  11,  2020,  we  had  recorded  the  Ambler  lands  as  a  mineral  property  with  acquision  costs
capitalized and exploraon costs expensed in accordance with our accounng policies.

Bornite Project

On  October  19,  2011,  Trilogy  Metals  US  and  NANA  signed  a  collaborave  agreement  to  explore  and  develop  the  Ambler  Mining  District.  Under  the
Exploraon Agreement and Opon to Lease (as amended, the “NANA Agreement”), we acquired, in exchange for, among other things, a $4.0 million cash
payment  to  NANA,  the  exclusive  right  to  explore  the  Bornite  property  and  lands  deeded  to  NANA  through  the  Alaska  Nave  Claims  Selement  Act
(“ANCSA”), located

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adjacent to the Arcc Project, and the non-exclusive right to access and entry onto NANA’s lands. The amounts paid to NANA were recorded as acquision
costs for the Bornite Project.

Prior to the formaon of the Joint Venture on February 11, 2020, we had accounted for the Bornite property as a mineral property with acquision costs
capitalized and exploraon costs expensed in accordance with our accounng policies.

Joint venture

On  February  11,  2020,  pursuant  to  a  contribuon  agreement  among  Trilogy  and  South32,  Trilogy  contributed  all  its  assets  associated  with  the  UKMP,
including the Arcc and Bornite Projects in exchange for a 50% membership interest in Ambler Metals.  Simultaneously, South32 contributed $145 million
cash in exchange for a 50% membership interest in Ambler Metals.

Ambler Metals is an independently operated company, jointly controlled by Trilogy and South32 through a four-member board of which two members are
currently appointed by Trilogy based on its 50% equity interest. All signiﬁcant decisions related to the UKMP require the approval of both companies. We
determined that Ambler Metals is a variable interest enty, or VIE, because it is expected to need addional funding from its owners for its signiﬁcant
acvies.  However,  we  concluded  that  we  are  not  the  primary  beneﬁciary  of  Ambler  Metals  as  the  power  to  direct  its  acvies,  through  its  board,  is
shared under the limited liability company agreement. As we have signiﬁcant inﬂuence over Ambler Metals through our representaon on its board, we
use the equity method of accounng for our investment in Ambler Metals. Our maximum exposure to loss in this enty is limited to the carrying amount
of our investment in Ambler Metals, which, as of November 30, 2023, totaled $135.0 million.

Upper Kobuk Mineral Projects

The Company announced the second and third set of drilling results from the 2022 ﬁeld season at the UKMP on January 25, 2023 and February 27, 2023,
respecvely. On April 4, 2023, the Company announced the ﬁnal set of drilling results from the 2022 ﬁeld season at the UKMP.

On February 14, 2023, the Company announced an updated feasibility study technical report for the Arcc Project and an updated resource for the Bornite
Project, and ﬁled NI 43-101 technical reports for both projects with the Canadian securies regulators. In addion, the Company announced technical
report summaries for both projects prepared in accordance with S-K 1300, which were ﬁled as exhibits with the annual report for the ﬁscal year ended
November 30, 2022 on Form 10-K.

In  July  2023,  Ambler  Metals  used  the  camp  to  support  a  small  team  of  geologists  who  were  connuing  work  started  in  2022  on  the  stragraphy  and
alteraon of the Arcc deposit. The focus of the work was to relog exisng drill core from 13 holes across the deposit and 4 holes from regional prospects.
In addion, sampling was undertaken for chemostragraphy and alteraon footprint deﬁnion. Geological and talc models for the Arcc deposit were
updated and an updated geological and structural model for the area surrounding Arcc was recommended.

The camp was also ulized by Ambler Metals to conduct sampling of core from the Bornite deposit to be used in a study iniated by the Center to Advance
the Science of Exploraon to Reclamaon in Mining (“CASERM”) at the Colorado School of Mines to invesgate the occurrence and distribuon of crical
elements, including germanium. Ambler Metals has recently accepted a proposal from CASERM with leveraged funding from the United States Geological
Survey to contribute samples from Bornite to further invesgate the occurrence, distribuon, and sequestraon of crical elements, including germanium,
using a suite of micro-analycal methods such as SEM- and XRF-based techniques, electron probe micro analysis, and LA-ICP-MS. Objecves of the study
include compiling a comprehensive whole-rock 60+ geochemical dataset of select samples from the Bornite deposit that complement the exisng dataset
from the South Reef area related to a recently prepared Master of Science thesis.

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Bornite Studies

During the third quarter, Ambler Metals engaged Wood Canada Limited and SRK Consulng (Canada) Inc. to complete an inial scoping level study on the
Bornite deposit to determine if the ore at Bornite may extend the mine life at the proposed Arcc Project. The scope of work covers mining, processing,
hydrogeology, infrastructure, tailings management, and waste rock management.

The study assumes that ore from Bornite will be transported approximately 30 km northeast to the Arcc mill for processing aer compleon of mining at
the Arcc deposit. Bornite will ulize the proposed infrastructure supporng the Arcc Project including power generaon, airstrips and camp. There are
potenal signiﬁcant synergies between Arcc and Bornite which could lower the overall capital costs and extend the regional mine life from 13 years for
the Arcc deposit to 30 years with both Arcc and Bornite.

The  study  is  considering  both  an  open-pit  and  an  underground  mine  using  exisng  geologic  modelling,  geotechnical  informaon,  and  hydrogeological
informaon and, where possible, will rely on concepts and costs developed for the Arcc Feasibility Study.

Metallurgical test work to potenally increase cobalt reporng with copper concentrate was iniated in July using three previously tested concentrates
from the Bornite deposit. The test work is being conducted by ALS Minerals and was completed in the fourth quarter of this year.

Ambler Mining District Industrial Access Project (“AMDIAP” or “Ambler Access Project”)

In March 2023, the Board of Ambler Metals approved a budget totalling $12.3 million for the Ambler Access Project.  The total budget of $24.6 million,
funded equally by AIDEA and Ambler Metals to include funding for 2023 ﬁeld season work consisng of ﬁeld studies, perming and data collecon to
assist the USBLM in compleng the addional work to support the SEIS.

AIDEA started ﬁeld work in May 2023 ulizing a camp at Coldfoot, which work was completed in mid-September. In mid-June AIDEA started ulizing the
Ambler Metals Bornite camp with an average of 40 people daily at camp throughout the summer with approximately 20 NANA shareholder hires among
them. Ambler Metals closed the Bornite camp with no safety incidents reported. AIDEA successfully completed the planned ﬁeld program from Bornite
consisng of cultural resource inventory surveys and tesng of sites over approximately 450 acres, hydraulic and hydrology studies at bridge crossings to
assess condions for area drainage, culvert placement and bridge design, collecng topographical and bathymetric survey data to support bridge data and
ﬁsh passage culverts, engineering reconnaissance surveys and ﬁsh habitat invesgaons. As at November 30, 2023, $8.4 million of total budget of $12.3
million has been spent to date on logiscs and cost of the ﬁeld season.

On November 15, 2022, the United States Bureau of Land Management (“USBLM”) submied a status report announcing that it ancipated publishing a
dra Supplemental Environmental Impact Statement (“SEIS”) in the second quarter of calendar 2023 and a ﬁnal SEIS in the fourth quarter of calendar
2023. On January 17, 2023 and March 20, 2023, the USBLM submied status reports reaﬃrming the ming of the dra and ﬁnal SEIS.

On  May  19,  2023,  the  USBLM  submied  a  status  report  revising  the  meline  for  development  of  the  SEIS  and  a  subsequent  Record  of  Decision.  The
USBLM has ﬁled the dra SEIS on October 19, 2023 and ancipated publishing a ﬁnal SEIS in the ﬁrst quarter of calendar year 2024, and a Record of
Decision within the second quarter of calendar year 2024.

Outlook

The Company has approved a budget for Ambler Metals for ﬁscal 2024 in the amount of $5.5 million (2023 - $9.2 million) and $2.5 million (2023 - $12.3
million) for the Ambler Access Project of which the enre amount is funded by the Joint Venture.  Ambler Metals had $63.8 million of cash as at the ﬁscal
year end on November 30, 2023.  The main focus of

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this  year’s  budget  is  to  support  external  and  community  aﬀairs,  maintain  the  State  of  Alaska  mineral  claims  in  good  standing  and  the  maintenance  of
physical assets.

The Company has approved a 2024 cash budget for corporate, head oﬃce, acvies of approximately $2.8 million (2023 - $4.0 million).  The corporate
budget consists of personnel and related costs of $0.7 million (2023 - $0.9 million), professional fees of $0.6 million (2023 - $1.5 million), investor relaons
and markeng costs of $0.1 million ( 2023 - $0.2 million), oﬃce related costs of $0.4 million (2023 - $0.4 million), insurance costs of $0.6 million (2023 -
$0.6 million), regulatory costs of $0.3 million (2023 - $0.3 million) and exploraon acvies of $0.1 million (2023 - $0.1 million).   Trilogy had $2.6 million of
cash at the ﬁscal year end on November 30, 2023.  The Company intends to ﬁnance its future requirements through a combinaon of debt and/or equity
issuance.

Summary of results

Selected expenses
Exploraon expenses
General and administrave
Investor relaons
Professional fees
Salaries
Salaries and directors expense – stock-based compensaon
Share of loss on equity investment
Comprehensive loss for the year
Basic and diluted loss per common share

Year ended
November 30, 
2023

$  

 43
 1,328
 130
 1,073
 753
 3,887
 7,844
 (14,951)
 (0.10)

in thousands of dollars,

Year ended
November 30, 
2022

$  

 47
 1,287
 183
 998
 984
 3,427
 17,360
 (24,257)
 (0.17)

For the year ended November 30, 2023, we reported a net loss of $15.0 million (or $0.10 basic and diluted loss per common share) compared to a net loss
of $24.3 million (or $0.17 basic and diluted loss per common share) in ﬁscal 2022. The $9.3 million decrease in comprehensive loss in the current year,
when compared to ﬁscal 2022, is due to the decrease in our share of losses of Ambler Metals of $9.5 million, decrease in salaries of $0.2 million and
parally oﬀset from overall increase of $0.6 million in general and administrave expenses, professional fees and salaries and directors expense – stock-
based compensaon when compared to prior ﬁscal year 2022.  The decrease in our share of losses of Ambler Metals of $9.5 million is mainly due to the
decrease in mineral property expenses over the comparave to prior ﬁscal year 2022.  The lack of an exploraon drilling program during the 2023 summer
ﬁeld season resulted in decreases in drilling, engineering, and project support cost and parally oﬀset from the increase in spending on the Ambler Access
Project.

Fourth quarter results

For the fourth quarter of 2023, there was a $2.2 million reducon in expenses compared to the fourth quarter of 2022.  When comparing to the fourth
quarter of 2023 with the fourth quarter of 2022, professional fees decreased by $0.2 million due to addional engineering costs related to updang our
technical reports in the fourth quarter of 2022 to comply with the standards and deﬁnions of S-K1300; corporate salaries and related costs increased by
$0.2 million due to recording of addional stock-based compensaon in 2023.  The decrease in our share of losses of Ambler Metals of $2.2 million is
mainly due to the decrease in mineral property expenses from lack of an exploraon ﬁeld season in 2023 and paral oﬀset from the increase in funding
acvies for the Ambler Access Project and higher salaries and wages due to restructuring costs.

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Selected ﬁnancial data

Annual informaon

The following annual informaon is prepared in accordance with U.S. GAAP.

Interest income
Expenses
Comprehensive loss for the year
Total assets
Total liabilies

Quarterly informaon

in thousands of dollars

Year ended
November 30, 
2023

Year ended
November 30, 
2022

$     

 120
 7,227
 (14,951)
 138,020  
 465  

$  

 34
 6,925
 (24,257)
 145,995
 567

Q4 2023
11/30/23

Q3 2023
08/31/23

Q2 2023
05/31/23

Q1 2023
02/28/23

Q4 2022
11/30/22

Q3 2022
08/31/22

in thousands of dollars,
except per share amounts
Q2 2022
05/31/22

Q1 2022
02/28/22

Interest and other income
Exploraon expense
Operang expenses
Share of loss on equity investment
Write oﬀ of mineral properes
Loss for the period
Loss per common share – basic and
diluted

$     

 37
 20  

 1,215
 1,846
 —
 (3,024)

$     

 37
 22  

 1,179
 2,910
 —
 (4,052)

$     

 27
 —  

 1,227
 1,603
 —
 (2,803)

$     

 19

 1  

 3,606
 1,485
 —
 (5,072)

$     

 19
 —  

 1,176
 4,065
 —
 (5,222)

$     

 11
 —  

 1,166
 8,925
 (142)
 (9,938)

$     

 2
 —  

 1,468
 2,460
 119
 (4,074)

$  

 2
 —
 3,115
 1,910
 29
 (5,023)

 (0.02)

 (0.03)

 (0.02)

 (0.03)

 0.04  

 (0.07)

 (0.03)

 (0.03) 

Factors  that  can  cause  ﬂuctuaons  in  our  quarterly  results  include  the  length  of  the  exploraon  ﬁeld  season  at  the  properes,  the  type  of  program
conducted, and stock-based compensaon expensing. Subsequent to the formaon of the Joint Venture, project related costs may cause ﬂuctuaons in
our quarterly results through our 50% share of the Joint Venture’s net operang loss.

For the fourth quarter of 2023, we reported a comprehensive loss of $3.0 million, which consisted of $1.2 million in operang expenses and $1.8 million
for Trilogy's 50% share of Ambler Metals’ operang loss. Operang expenses for the fourth quarter of 2023 consisted of corporate salaries, professional
fees, general and administrave expenses, director expenses and stock-based compensaon.

For the third quarter of 2023, we reported a comprehensive loss of $4.1 million, which consisted of $1.1 million in operang expenses and $2.9 million for
Trilogy’s 50% share of Ambler Metals’ operang loss.  In the third quarter of 2022, we reported a comprehensive loss of $9.9 million, which consisted of
$1.2 million in operang expenses and $8.9 million for Trilogy’s 50% share of Ambler Metals’ operang loss. The decrease in our share of losses of Ambler
Metals was mainly due to an decrease in mineral property expenses from decrease in drilling, engineering and project support costs and parally oﬀset
from the increased cost in the Ambler Access Project.

For the second quarter of 2023, we reported a comprehensive loss of $2.8 million, which consisted of $1.2 million in operang expenses, $1.6 million for
Trilogy’s 50% share of Ambler Metals’ operang loss.  In the second quarter of 2022,

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we reported a comprehensive loss of $4.1 million, which consisted of $1.5 million in operang expenses, $2.5 million for Trilogy’s 50% share of Ambler
Metals’ operang loss and $0.1 million in mineral properes that were wrien oﬀ during the quarter.  The decrease in comprehensive loss in the second
quarter of 2023 compared to the same quarter in 2022 was due to decrease in our share loss of Ambler Metals, stock-based compensaon and salaries.
 The decrease of our share of losses of Ambler Metals was mainly due to decrease in mineral property expenses over the comparave quarter in the prior
year from decrease in drilling, engineering and project to support cost, and parally oﬀset from increase cost in the Ambler Access Project.

For the ﬁrst quarter of 2023, we reported a comprehensive loss of $5.1 million, which consisted of $3.6 million in operang expenses and $1.5 million for
Trilogy’s 50% share of Ambler Metals’ operang loss. In the ﬁrst quarter of 2022,
we reported a comprehensive loss of $5.0 million which consisted of $3.1 million in operang expenses and $1.9 million
for Trilogy’s share of Ambler Metals’ operang loss. The slight increase in comprehensive loss in the ﬁrst quarter of 2023 compared to the ﬁrst quarter of
2022  was  due  to  increase  in  stock-based  compensaon  and  professional  fees  and  parally  oﬀset  from  the  decrease  in  our  share  of  losses  of  Ambler
Metals, investor relaons and salaries.  The decrease in our share of losses of Ambler Metals was mainly due to decrease in mineral property expenses.

Liquidity and capital resources

We  expended  $3.1  million  on  operang  acvies  during  the  2023  ﬁscal  year  with  the  majority  of  cash  spent  on  corporate  salaries,  professional  fees
related to our annual regulatory ﬁlings, annual insurance renewal, annual fees paid to the Toronto Stock Exchange and the NYSE American Exchange and
with the American and Canadian securies commissions.

At November 30, 2023, we had $2.6 million in cash and working capital (current assets less current liabilies) of $2.4 million. Management connues with
cash preservaon strategies to reduce cash expenditures where feasible, including but not limited to reducons in markeng and investor conferences and
oﬃce expenses.  In addion, the Company’s Board of Directors have agreed to take all of their fees in shares of the Company in an eﬀort to preserve cash
and  increase  share  ownership.    The  Company’s  senior  management  team  are  also  taking  a  poron  of  their  base  salaries  in  shares  of  the  Company  to
preserve cash.  

All project related costs are funded by the Joint Venture.  Ambler Metals is well funded to advance the UKMP with $63.8 million in cash and $62.4 million
in working capital as at November 30, 2023. There are suﬃcient funds at the Joint Venture to fund an operang budget of $5.5 million and $2.5 million for
the Ambler Access Project for ﬁscal 2024. Trilogy does not ancipate having to fund the acvies of Ambler Metals unl the current cash balance $63.8
million is expended.

Future  cash  requirements  may  vary  materially  from  current  expectaons.  The  Company  will  need  to  raise  addional  funds  in  the  future  to  support  its
operaons and administraon expenses. Future sources of liquidity are likely in the form of an equity ﬁnancing but may include debt ﬁnancing, converble
debt,  exercise  of  opons,  or  other  means.  The  connued  operaons  of  the  Company  are  dependent  on  its  ability  to  obtain  addional  ﬁnancing  or  to
generate future cash ﬂows.

There is no assurance that the Company will be able to obtain such ﬁnancings or obtain them on favourable terms.  These material uncertaines raise
substanal doubt about the Company’s ability to connue as a going concern.

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Oﬀ-balance sheet arrangements

We have no material oﬀ-balance sheet arrangements.

Outstanding share data

At February 9, 2024, we had 159,749,073 common shares issued and outstanding. At February 9, 2024, we had 14,354,400 stock opons outstanding with
a weighted-average exercise price of CDN$1.79 and 2,623,520 Deferred Share Units (“DSUs”) and 2,818,339 Restricted Share Units (“RSUs”) outstanding.
At February 9, 2024 we hold 5,144 NovaGold Resources Inc. (“NovaGold”) DSUs for which the NovaGold director is entled to receive one common share
of Trilogy for every six NovaGold shares to be received upon their rerement from the NovaGold board. A total of 859 common shares will be issued upon
redempon of the NovaGold DSUs. For addional informaon on NovaGold DSUs, please refer to note 6 in our November 30, 2023 audited consolidated
ﬁnancial statements. Upon the exercise of all the forgoing converble securies, the Company would be required to issue an aggregate of 19,797,118
common shares.

Financial instruments

Our ﬁnancial instruments consist of cash, accounts receivable, deposits, accounts payable and accrued liabilies. The fair value of the ﬁnancial instruments
approximates their carrying value due to the short-term nature of their maturity. Our ﬁnancial instruments inially measured at fair value and then held at
amorzed cost include cash, accounts receivable, deposits, and accounts payable and accrued liabilies.

(a)  Currency risk

Currency  risk  is  the  risk  of  a  ﬂuctuaon  in  ﬁnancial  asset  and  liability  selement  amounts  due  to  a  change  in  foreign  exchange  rates.  The  Company
operates  in  the  United  States  and  Canada.  The  Company’s  exposure  to  currency  risk  at  November  30,  2023  is  limited  to  Canadian  dollar  balances
consisng of cash of CDN$4,000, accounts receivable of CDN$14,000 and certain trade payables and accrued personnel costs CDN$267,000. Based on a
10%  change  in  the  US-Canadian  exchange  rate,  assuming  all  other  variables  remain  constant,  the  Company’s  net  loss  would  change  by  approximately
$18,000.

(b)  Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a ﬁnancial instrument fails to meet its contractual obligaons. The Company
holds  cash  and  cash  equivalents  with  Canadian  chartered  ﬁnancial  instuons.  The  Company’s  only  signiﬁcant  exposure  to  credit  risk  is  equal  to  the
balance of cash and cash equivalents as recorded in the ﬁnancial statements. The majority of the Company’s cash and cash equivalents held at November
30, 2023 is uninsured. The Company does not consider any of its ﬁnancial assets to be impaired as of November 30, 2023.

(c)  Liquidity risk

Liquidity risk is the risk that we will encounter diﬃcules raising funds to meet our ﬁnancial obligaons as they fall due. We are in the exploraon stage
and do not have cash inﬂows from operaons; therefore, we manage liquidity risk through the management of our capital structure and ﬁnancial leverage.
Future sources of liquidity may arise from equity ﬁnancing, debt ﬁnancing, converble debt, or other means.

(d)  Interest rate risk

Interest rate risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market interest rates. The
Company is exposed to interest rate risk with respect to interest earned on cash. Based on balances as at November 30, 2023, a 1% change in interest
rates would result in a change in a negligible change in net loss, assuming all other variables remain constant.

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As we are currently in the exploraon phase none of our ﬁnancial instruments are exposed to commodity price risk; however, our ability to obtain long-
term ﬁnancing and its economic viability could be aﬀected by commodity price volality.

New accounng pronouncements

There were no new accounng pronouncements requiring management consideraon during ﬁscal year 2023.

Crical accounng esmates

The most crical accounng esmates upon which our ﬁnancial status depends are those requiring esmates of the recoverability of our equity method
investment in Ambler Metals LLC, income taxes and valuaon of stock-based compensaon.

Impairment of Investment in Ambler Metals LLC

Management  assesses  the  possibility  of  impairment  in  the  carrying  value  of  its  equity  method  investment  in  Ambler  Metals  whenever  events  or
circumstances indicate that the carrying amount of the investment may not be recoverable. Signiﬁcant judgments are made in assessing the possibility of
impairment. Factors that may be indicave of an impairment include a loss in the value of an investment that is not temporary. Management considers
several factors in considering if an indicator of impairment has occurred, including but not limited to, sustained losses by the investment, the absence of
the  ability  to  recover  the  carrying  amount  of  the  investment,  signiﬁcant  changes  in  the  legal,  business  or  regulatory  environment,  signiﬁcant  adverse
changes impacng the investee and internal reporng indicang the economic performance of an investment is, or will be, worse than expected.

These  factors  are  subjecve  and  require  consideraon  at  each  period  end.  If  an  indicator  of  impairment  is  determined  to  exist,  the  fair  value  of  the
impaired investment is determined based on the valuaon of cohort companies with similar projects or upon the present value of expected future cash
ﬂows using discount rates and other assumpons believed to be consistent with those used by principal market parcipants and observed market earnings
mulples of comparable companies.

Income taxes

We  must  make  esmates  and  judgments  in  determining  the  provision  for  income  tax  expense,  deferred  tax  assets  and  liabilies,  and  liabilies  for
unrecognized  tax  beneﬁts  including  interest  and  penales.  We  are  subject  to  income  tax  law  in  the  United  States  and  Canada.  The  evaluaon  of  tax
liabilies involving uncertaines in the applicaon of complex tax regulaon is based on factors such as changes in facts or circumstances, changes in tax
law,  new  audit  acvity,  and  eﬀecvely  seled  issues.  The  evaluaon  of  an  uncertain  tax  posion  requires  signiﬁcant  judgment,  and  a  change  in  such
judgement would result in an addional charge to the income tax expense and liability.

Stock-based compensaon

Compensaon  expense  for  opons  granted  to  employees,  directors  and  certain  service  providers  is  determined  based  on  esmated  fair  values  of  the
opons at the me of grant using the Black-Scholes opon pricing model, which takes into account, as of the grant date, the fair market value of the
shares,  expected  volality,  expected  life,  expected  forfeiture  rate,  expected  dividend  yield  and  the  risk-free  interest  rate  over  the  expected  life  of  the
opon. The use of the Black-Scholes opon pricing model requires input esmaon of the expected life of the opon, volality, and forfeiture rate which
can have a signiﬁcant impact on the valuaon model, and resulng expense recorded.

Disclosure controls and procedures

Disclosure controls and procedures are designed to ensure that informaon required to be disclosed in reports ﬁled or submied by the Company under
U.S. and Canadian securies legislaon is recorded, processed, summarized and

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reported within the me periods speciﬁed in those rules, including providing reasonable assurance that material informaon is gathered and reported to
senior management, including the Chief Execuve Oﬃcer (“CEO”) and Chief Financial Oﬃcer (“CFO”), as appropriate, to permit mely decisions regarding
public  disclosure.  Management,  including  the  CEO  and  CFO,  has  evaluated  the  eﬀecveness  of  the  design  and  operaon  of  the  Company’s  disclosure
controls and procedures, as deﬁned in Rule 13a-15(e) and 15d-15(e) of the U.S. Exchange Act and the rules of Canadian Securies Administrators, as at
November 30, 2023. Based on this evaluaon, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were eﬀecve as
at November 30, 2023.

Internal control over ﬁnancial reporng

Management  is  responsible  for  establishing  and  maintaining  adequate  internal  control  over  ﬁnancial  reporng  as  deﬁned  in  Rule  13a-15(f)  and  15d-
15(f)  of  the  U.S.  Exchange  Act  and  Naonal  Instrument  52-109  Cerﬁcaon  of  Disclosure  in  Issuer’s  Annual  and  Interim  ﬁlings.  Any  system  of  internal
control  over  ﬁnancial  reporng,  no  maer  how  well  designed,  has  inherent  limitaons.  Therefore,  even  those  systems  determined  to  be  eﬀecve  can
provide only reasonable assurance with respect to ﬁnancial statement preparaon and presentaon. Management has used the Commiee of Sponsoring
Organizaons  of  the  Treadway  Commission  in  Internal  Control  –  Integrated  Framework  (2013)  to  evaluate  the  eﬀecveness  of  the  Company’s  internal
control over ﬁnancial reporng. Based on this assessment, management has concluded that as at November 30, 2023, the Company’s internal control over
ﬁnancial reporng was eﬀecve.

Risk factors

Trilogy and its future business, operaons and ﬁnancial condion are subject to various risks and uncertaines due to the nature of its business and the
present  stage  of  exploraon  of  its  mineral  properes.  Certain  of  these  risks  and  uncertaines  are  under  the  heading  “Risk  Factors”  under  Trilogy’s
Form 10-K dated February 9, 2024 available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com.

Addional informaon

Addional  informaon  regarding  the  Company,  including  our  annual  report  on  Form  10-K,  is  available  on  SEDAR+  at  www.sedarplus.ca  and  EDGAR  at
www.sec.gov and on our website at www.trilogymetals.com.

Cauonary notes

Forward-looking statements

This Management’s Discussion and Analysis contains “forward-looking informaon” and “forward-looking statements” within the meaning of Secon 27A
of  the  U.S.  Securies  Act  of  1933,  as  amended,  Secon  21E  of  the  U.S.  Securies  Exchange  Act  of  1934,  as  amended  (the  “Exchange  Act”),  and  other
applicable  securies  laws.  These  forward-looking  statements  may  include  statements  regarding  the  Company’s  work  programs  and  budgets;  perceived
merit of properes, exploraon results and budgets, the Company and Ambler Metals’ funding requirements, mineral reserves and resource esmates,
work programs, capital expenditures, operang costs, cash ﬂow esmates, producon esmates and similar statements relang to the economic viability
of  a  project,  melines,  strategic  plans,  statements  regarding  Ambler  Metals’  plans  and  expectaons  relang  to  its  Upper  Kobuk  Mineral  Projects,
suﬃciency of the Ambler Metals’ cash to fund the UKMP; impact of COVID-19 on the Company’s operaons; market prices for precious and base metals;
statements regarding the Ambler Road Project; the ming of the ﬁnal SEIS and a Record of Decision; or other statements that are not statements of fact.
These statements relate to analyses and other informaon that are based on forecasts of future results, esmates of amounts not yet determinable and
assumpons of management. Statements concerning mineral resource esmates may also be deemed to constute “forward-looking statements” to the
extent that they involve esmates of the mineralizaon that will be encountered if the property is developed.

Any statements that express or involve discussions with respect to predicons, expectaons, beliefs, plans, projecons, objecves, assumpons or future
events or performance (oen, but not always, idenﬁed by words or phrases such as “expects”, “is expected”, “ancipates”, “believes”, “plans”, “projects”,
“esmates”, “assumes”, “intends”, “strategy”,

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“goals”,  “objecves”,  “potenal”,  “possible”  or  variaons  thereof  or  stang  that  certain  acons,  events,  condions  or  results  “may”,  “could”,  “would”,
“should”, “might” or “will” be taken, occur or be achieved, or the negave of any of these terms and similar expressions) are not statements of historical
fact and may be forward-looking statements.

Forward-looking statements are based on the beliefs, expectaons and opinions of management on the date the statements are made, as well as on a
number of material assumpons, which could prove to be signiﬁcantly incorrect, including about:

● our ability to achieve producon at the Upper Kobuk Mineral Projects;

● the accuracy of our mineral resource and reserve esmates;

● the results, costs and ming of future exploraon drilling and engineering;

● ming and receipt of approvals, consents and permits under applicable legislaon;

● the adequacy of our ﬁnancial resources;

● the receipt of third party contractual, regulatory and governmental approvals for the exploraon, development, construcon and producon of

our properes and any ligaon or challenges to such approvals;

● our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;

● connued good relaonships with South32, our joint venture partner, as well as local communies and other stakeholders;

● there being no signiﬁcant disrupons aﬀecng operaons, whether relang to labor, supply, power damage to equipment or other maer;

● expected trends and speciﬁc assumpons regarding metal prices and currency exchange rates;

● risks related to the future eﬀects of the COVID-19 pandemic; and

● prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels.

We have also assumed that no signiﬁcant events will occur outside of our normal course of business. Although we have aempted to idenfy important
factors  that  could  cause  actual  acons,  events  or  results  to  diﬀer  materially  from  those  described  in  forward-looking  statements,  there  may  be  other
factors that cause acons, events or results not to be as ancipated, esmated or intended. We believe that the assumpons inherent in the forward-
looking  statements  are  reasonable  as  of  the  date  of  this  MD&A.  However,  forward-looking  statements  are  not  guarantees  of  future  performance  and,
accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

Forward-looking statements are subject to a variety of known and unknown risks, uncertaines and other factors that could cause actual events or results
to diﬀer from those reﬂected in the forward-looking statements, including, without limitaon:

● risks related to inability to deﬁne proven and probable reserves;

● risks  related  to  our  ability  to  ﬁnance  the  development  of  our  mineral  properes  through  external  ﬁnancing,  strategic  alliances,  the  sale  of

property interests or otherwise;

● uncertainty as to whether there will ever be producon at the Company’s mineral exploraon and development properes;

● risks related to our ability to commence producon and generate material revenues or obtain adequate ﬁnancing for our planned exploraon and

development acvies;

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● risks related to lack of infrastructure including but not limited to the risk whether or not the Ambler Mining District Industrial Access Project, or
AMDIAP, will receive the requisite permits and, if it does, whether the Alaska Industrial Development and Export Authority will build the AMDIAP;

● risks related to inclement weather which may delay or hinder exploraon acvies at our mineral properes;

● risks related to our dependence on a third party for the development of our projects;

● none of the Company’s mineral properes are in producon or are under development;

● commodity price ﬂuctuaons;

● uncertainty related to tle to our mineral properes;

● our history of losses and expectaon of future losses;

● risks related to increases in demand for equipment, skilled labor and services needed for exploraon and

development of mineral properes, and related cost increases;

● uncertaines  relang  to  the  assumpons  underlying  our  resource  esmates,  such  as  metal  pricing,  metallurgy,  mineability,  marketability  and

operang and capital costs;

● uncertainty related to inferred mineral resources;

● mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unancipated

diﬃcules with or interrupons in development, construcon or producon;

● risks and uncertaines relang to the interpretaon of drill results, the geology, grade and connuity of our mineral deposits;

● risks related to governmental regulaon and permits, including environmental regulaon, including the risk that more stringent requirements or

standards may be adopted or applied due to circumstances unrelated to the Company and outside of our control;

● the risk that permits and governmental approvals necessary to develop and operate mines at our mineral properes will not be available on a

mely basis or at all;

● risks related to the need for reclamaon acvies on our properes and uncertainty of cost esmates related thereto;

● risks related to the acquision and integraon of operaons or projects;

● our need to aract and retain qualiﬁed management and technical personnel;

● risks related to conﬂicts of interests of some of our directors and oﬃcers;

● risks related to potenal future ligaon;

● risks related to market events and general economic condions;

● risks related to future sales or issuances of equity securies decreasing the value of exisng Trilogy common

shares, dilung vong power and reducing future earnings per share;

● risks related to the vong power of our major shareholders and the impact that a sale by such shareholders may have on our share price;

● uncertainty as to the volality in the price of the Company’s common shares;

● the Company’s expectaon of not paying cash dividends;

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● adverse federal income tax consequences for U.S. shareholders should the Company be a passive foreign investment company;

● risks related to global climate change;

● risks related to adverse publicity from non-governmental organizaons;

● uncertainty as to our ability to maintain the adequacy of internal control over ﬁnancial reporng as per the requirements of Secon 404 of the

Sarbanes-Oxley Act;

● increased  regulatory  compliance  costs,  associated  with  rules  and  regulaons  promulgated  by  the  United  States  Securies  and  Exchange
Commission,  Canadian  Securies  Administrators,  the  NYSE  American,  the  Toronto  Stock  Exchange,  and  the  Financial  Accounng  Standards
Boards, and more speciﬁcally, our eﬀorts to comply with the Dodd-Frank Wall Street Reform and Consumer Protecon Act; and

● risks related to the future eﬀects of the COVID-19 pandemic.

This list is not exhausve of the factors that may aﬀect any of the Company’s forward-looking statements. Forward-looking statements are statements
about the future and are inherently uncertain, and actual achievements of the Company or other future events or condions may diﬀer materially from
those reﬂected in the forward-looking statements due to a variety of risks, uncertaines and other factors, including, without limitaon, those referred to in
Trilogy’s Form 10-K dated February 9, 2024, ﬁled with the Canadian securies regulatory authories and the SEC, and other informaon released by Trilogy
and ﬁled with the appropriate regulatory agencies.

The Company’s forward-looking statements are based on the beliefs, expectaons and opinions of management on the date the statements are made, and
the Company does not assume any obligaon to update forward-looking statements if circumstances or management’s beliefs, expectaons or opinions
should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Supplementary Data

For the required supplementary data, please see the secon heading “Item 7. Management’s Discussion and Analysis of Financial Condion and Results of
Operaons” above.

Management’s Report on Internal Control over Financial Reporng

The management of Trilogy Metals Inc. is responsible for establishing and maintaining adequate internal control over ﬁnancial reporng under Rule 13a-
15(f) and 15d-15(f) of the U.S. Exchange Act. The Securies Exchange Act of 1934 deﬁnes this as a process designed by, or under the supervision of, the
Company’s  principal  execuve  and  principal  ﬁnancial  oﬃcers  and  eﬀected  by  the  Company’s  Board  of  Directors,  management  and  other  personnel,  to
provide  reasonable  assurance  regarding  the  reliability  of  ﬁnancial  reporng  and  the  preparaon  of  ﬁnancial  statements  for  external  purposes  in
accordance with generally accepted accounng principles in the United States of America, and includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transacons and disposions of the assets of the

Company;

● provide  reasonable  assurance  that  transacons  are  recorded  as  necessary  to  permit  preparaon  of  ﬁnancial  statements  in  accordance  with
generally accepted accounng principles in the United States of America, and that receipts and expenditures of the Company are being made
only in accordance with authorizaons of management and directors of the Company; and

● provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use or disposion of the Company’s assets

that may have a material eﬀect on the consolidated ﬁnancial statements.

Because of its inherent limitaons, internal control over ﬁnancial reporng may not prevent or detect misstatements. Projecons of any evaluaon of
eﬀecveness  to  future  periods  are  subject  to  risk  that  controls  may  become  inadequate  because  of  changes  in  condions,  or  that  the  degree  of
compliance with the policies or procedures may deteriorate.

Management assessed the eﬀecveness of the Company’s internal control over ﬁnancial reporng as of November 30, 2023. In making this assessment,
the Company’s management used the criteria set forth by the Commiee of Sponsoring Organizaons of the Treadway Commission in Internal Control –
Integrated Framework (2013).

Based  upon  our  assessment  and  those  criteria,  management  concluded  that  the  Company’s  internal  control  over  ﬁnancial  reporng  is  eﬀecve  as  of
November 30, 2023.

/s/ Tony Giardini

     /s/ Elaine Sanders

Tony Giardini
President, Chief Execuve Oﬃcer & Director

  Elaine Sanders
  Vice President & Chief Financial Oﬃcer

February 9, 2024

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Report of Independent Registered Public Accounng Firm

To the Shareholders and Board of Directors of Trilogy Metals Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Trilogy Metals Inc. and its subsidiaries (together, the Company) as of November 30,
2023 and 2022, and the related consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash ﬂows for each of the
three years in the period ended November 30, 2023, including the related notes (collecvely referred to as the consolidated ﬁnancial statements). In our
opinion, the consolidated ﬁnancial statements present fairly, in all material respects, the ﬁnancial posion of the Company as of November 30, 2023 and
2022, and the results of its operaons and its cash ﬂows for each of the three years in the period ended November 30, 2023 in conformity with accounng
principles generally accepted in the United States of America.

Substanal Doubt About the Company’s Ability to Connue as a Going Concern
The accompanying consolidated ﬁnancial statements have been prepared assuming that the Company will connue as a going concern. As discussed in
Note 1 to the consolidated ﬁnancial statements, the Company has no recurring source of operang cash inﬂows at its current stage and is dependent on its
ability to obtain addional ﬁnancing or to generate future operang cash inﬂows. These material uncertaines raise substanal doubt about its ability to
connue as a going concern. Management's plans in regard to these maers are also described in Note 1. The consolidated ﬁnancial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion
These  consolidated  ﬁnancial  statements  are  the  responsibility  of  the  Company's  management.  Our  responsibility  is  to  express  an  opinion  on  the
Company's  consolidated  ﬁnancial  statements  based  on  our  audits.  We  are  a  public  accounng  ﬁrm  registered  with  the  Public  Company  Accounng
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securies
laws and the applicable rules and regulaons of the Securies and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated ﬁnancial statements in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated ﬁnancial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over ﬁnancial reporng. As
part of our audits, we are required to obtain an understanding of internal control over ﬁnancial reporng but not for the purpose of expressing an opinion
on the eﬀecveness of the Company's internal control over ﬁnancial reporng. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated ﬁnancial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated ﬁnancial statements. Our audits also included evaluang the accounng principles used and signiﬁcant esmates made by
management, as well as evaluang the overall presentaon of the consolidated ﬁnancial statements. We believe that our audits provide a reasonable basis
for our opinion.

Crical Audit Maers
The  crical  audit  maer  communicated  below  is  a  maer  arising  from  the  current  period  audit  of  the  consolidated  ﬁnancial  statements  that  was
communicated or required to be communicated to the audit commiee and that (i) relates to accounts or disclosures that are material to the consolidated
ﬁnancial statements and (ii) involved our especially challenging, subjecve, or complex judgments. The communicaon of crical audit maers does not
alter in any way our opinion on the consolidated ﬁnancial statements, taken as a whole, and we are not, by communicang the crical audit

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maer below, providing a separate opinion on the crical audit maer or on the accounts or disclosures to which it relates.

Impairment indicator assessment of the Investment in Ambler Metals LLC
As described in Notes 2 and 3 to the consolidated ﬁnancial statements, the Company has an investment in Ambler Metals LLC (Ambler) accounted for
using  the  equity  method  of  accounng.  As  of  November  30,  2023,  the  carrying  amount  of  the  Company's  investment  in  Ambler  was  $135.0  million.
Management assesses impairment indicators whenever changes in facts and circumstances indicate there is an other than temporary loss in value of the
investment. Management applies signiﬁcant judgment in assessing whether facts and circumstances indicate an other than temporary loss in value has
occurred that could give rise to the requirement to conduct an impairment test. Factors such as (i) an absence of the ability to recover the carrying amount
of the investment, and (ii) whether there was a deterioraon of market condions are evaluated by management in determining whether there are any
indicators of impairment.

The  principal  consideraons  for  our  determinaon  that  performing  procedures  relang  to  the  impairment  indicator  assessment  of  the  investment  in
Ambler is a crical audit maer are: the signiﬁcant judgment by management when assessing whether indicators of impairment exist, speciﬁcally related
to assessing: (i) an absence of the ability to recover the investment in Ambler, and (ii) a deterioraon of market condions. This in turn led to a high degree
of auditor judgment and subjecvity in performing procedures to evaluate audit evidence relang to the signiﬁcant judgments made by management in
their assessment of indicators of impairment related to the investment in Ambler. The audit eﬀort also involved the use of professionals with specialized
skill and knowledge.

Addressing the maer involved performing procedures and evaluang audit evidence in connecon with forming our overall opinion on the consolidated
ﬁnancial  statements.  These  procedures  included,  among  others,  evaluang  the  reasonableness  of  management's  assessment  of  impairment  indicators
related to the investment in Ambler, which included (i) with the assistance of professionals with specialized skill and knowledge evaluang whether there
was an absence of the ability to recover the carrying amount of the investment by considering the implied in situ value of recent market transacons of
comparable mineral properes, and (ii) evaluang whether there was a deterioraon of market condions and assessing the completeness of facts and
circumstances  that  could  be  considered  as  impairment  indicators  of  the  Investment  in  Ambler  by  performing  an  audit  of  the  ﬁnancial  statements  of
Ambler as of November 30, 2023. Performing an audit of the ﬁnancial statements of Ambler as of November 30, 2023 included (i) evaluang whether
there  were  signiﬁcant  adverse  changes  in  the  business  climate  including  signiﬁcant  decreases  in  copper,  zinc,  and  other  metal  prices,  (ii)  evaluang
whether there were signiﬁcant adverse changes in legal factors with respect to mineral property tle maers, and (iii) evaluang whether there was an
accumulaon of costs signiﬁcantly in excess of the amount originally expected for the acquision or construcon of Ambler's mineral properes.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants
Vancouver, Canada
February 8, 2024

We have served as the Company's auditor since 2012.

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Assets
Current assets
Cash
Accounts receivable
Deposits and prepaid amounts
Total current assets

Investment in Ambler Metals LLC  (note 3)
Fixed assets
Right of use asset  (note 5(a))
Total assets

Liabilies
Current liabilies
Accounts payable and accrued liabilies  (note 4)
Current poron of lease liability
Total current liabilies

Long-term poron of lease liability  
Total liabilies

Trilogy Metals Inc.
Consolidated Balance Sheets
As at November 30, 2023 and 2022

November 30, 2023

in thousands of US dollars
November 30, 2022

$     

$  

2,590
33
259
2,882

135,021
4
113
138,020

432
33
465

—
465

187,886
118
28,237
3,127
(81,813)
137,555
138,020

2,573
17
320
2,910

142,754
12
319
145,995

345
189
534

33
567

182,178
122
27,352
2,638
(66,862)
145,428
145,995

Shareholders’ equity
Share capital (note 8) – unlimited common shares authorized, no par value issued –
155,925,990 (2022 – 146,225,035)
Contributed surplus
   Contributed surplus – opons  (note 6(b))
   Contributed surplus – units  (note 6(c))
Deﬁcit

Total shareholders' equity
Total liabilies and shareholders' equity

Commitments and conngencies (note 10)
Subsequent events (note 11)

(See accompanying notes to the consolidated ﬁnancial statements)

/s/Tony Giardini, President, CEO and Director

/s/ Diana Walters, Director

Approved on behalf of the Board of Directors

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Trilogy Metals Inc.
Consolidated Statements of Loss and Comprehensive Loss
For the Years Ended November 30

Expenses
Amorzaon
Exploraon expenses
Foreign exchange loss (gain)
General and administrave
Investor relaons
Professional fees
Salaries
Salaries and directors expense – stock-based compensaon
Total expenses
Other items
Gain on disposion of mineral property
Interest and other income
Services agreement income
Share of loss on equity investment (note 3(b))
Write oﬀ mineral properes
Loss and comprehensive loss for the year
Basic loss per common share
Diluted loss per common share
Basic weighted average number of common shares outstanding
Diluted weighted average number of common shares outstanding

in thousands of US dollars, except share and per share amounts

2023

$     

8  
43
5  
1,328  
130  
1,073  
753  
3,887  
7,227  

—  

(120)

—  

2022

$      

17  
47
(18)
1,287  
183  
998  
984  
3,427  
6,925  

(84)
(34)
—  

7,844
—
(14,951)
(0.10)
(0.10)
152,647,254
152,647,254

17,360
90
(24,257)
(0.17)
(0.17)
145,721,736
145,721,736

2021

$   

21
143
36
1,517
602
818
2,007
3,472
8,616

—
(16)
(22)
13,082
—
(21,660)
(0.15)
(0.15)
144,428,926
144,428,926

(See accompanying notes to the consolidated ﬁnancial statements)

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Trilogy Metals Inc.
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended November 30

Balance – 2020
Exercise of opons
Stock-based compensaon
Loss for the year
Balance – 2021
Exercise of opons
Restricted share units
Joint venture contribuon
Services seled by common shares
Stock-based compensaon
Loss for the year
Balance – 2022
Private Placement, net of share issue cost
Restricted share units
Deferred share units
Joint venture contribuon
Services seled by common shares
NovaGold DSU  conversion
Stock-based compensaon
Loss for the year
Balance – 2023

in thousands of US dollars, except share amounts

Number of shares

Share capital

Contributed
surplus

Contributed
surplus –
opons

Contributed
surplus –
units

outstanding      
144,137,850
871,961
—
—
145,009,811
81,674
992,081
31,469
110,000
—
—
146,225,035
5,854,545
3,091,614
415,056
143,505
195,105
1,130
—
—
155,925,990

$     
179,746  
1,074
—
—  
180,820  

76
1,117
51
114
—
—

182,178  
3,115
1,911
468
111
99
4
—
—
187,886

$     
122  
—
—
—  
122  
—
—

—
—
122  
—
—
—
—
—
(4)
—
—
118

$     
23,303  
(658)
3,345
—
25,990  
(22)
—
—
—
1,384
—
27,352  
—
—
—
—
—
—
885
—
28,237

$     
1,585  
—
127
—
1,712  
—
(1,117)
—
—
2,043
—
2,638  
—
(1,911)
(468)
—
—
—
2,868
—
3,127

Total
shareholders’
equity

$   

Deﬁcit

$     

(20,945)
—
—
(21,660)
(42,605)
—
—

—
(24,257)
(66,862)
—
—
—
—
—
—
—
(14,951)
(81,813)

183,811
416
3,472
(21,660)
166,039
54
—
51
114
3,427
(24,257)
145,428
3,115
—
—
111
99
—
3,753
(14,951)
137,555

(See accompanying notes to the consolidated ﬁnancial statements)

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Trilogy Metals Inc.
Consolidated Statements of Cash Flows
For the Years Ended November 30

Cash ﬂows used in operang acvies
Loss for the year
Adjustments to reconcile net loss to cash ﬂows in operang acvies

Amorzaon
Unpaid interest earned
Consulng fees seled by common shares
Oﬃce lease accounng
Gain on disposal of mineral property
Loss on equity investment in Ambler Metals LLC (note 3(b))
Unrealized foreign exchange loss (gain)
Stock-based compensaon
Write oﬀ mineral properes

Net change in non-cash working capital

Decrease in accounts receivable
Decrease (Increase) in deposits and prepaid amounts
Decrease in accounts payable and accrued liabilies

Total cash ﬂows used in operang acvies
Cash ﬂows from ﬁnancing acvies
Issuance of common shares, net of share issue cost (note 6(a))
Proceeds from exercise of opons
Total cash ﬂows from ﬁnancing acvies
Cash ﬂows from invesng acvies
Proceeds from disposion of mineral property
Total cash ﬂows from invesng acvies
Increase (decrease) in cash
Eﬀect of exchange rate on cash
Cash – beginning of the year
Cash  – end of the year

(See accompanying notes to the consolidated ﬁnancial statements)

111

2023

$     

in thousands of US dollars
2022

2021

$     

$   

(14,951) 

(24,257) 

(21,660)

8  
(23)
116
17
—
7,844

5  
3,887  
—

7  
61  
(64) 
(3,093) 

3,115  
—
3,115

—  
—  
22  
(5) 
2,573  
2,590  

17  
—
114
(16)
(84)
17,360

(18) 
3,427  
90

2  
(64) 
(506) 
(3,935) 

—  
54
54  

142  
142  
(3,739) 
4  
6,308  
2,573  

21
—
—
(15)
—
13,082
10
3,472
—

110
(101)
(36)
(5,117)

—
416
416

—
(119)
(4,820)
3
11,125
6,308

  
    
 
   
  
 
   
 
 
   
   
  
   
   
  
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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

1)    Nature of operaons and Going Concern

Trilogy Metals Inc. (“Trilogy”, the “Company”, or “we”) was incorporated in Brish Columbia under the Business Corporaons Act (BC) on April 27, 2011.
The Company is engaged in the exploraon and development of mineral properes, through our equity investee (note 3), with a focus on the Upper Kobuk
Mineral Projects (“UKMP”), including the Arcc and Bornite Projects located in Northwest Alaska in the United States of America (“US” or “USA”). The
Company also conducts early-stage exploraon through a wholly owned subsidiary, 995 Exploraon Inc.

These consolidated ﬁnancial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets
and  discharge  its  liabilies  in  the  normal  course  of  business  for  at  least  twelve  months  from  the  date  of  approval  of  these  consolidated  ﬁnancial
statements.  As at November 30, 2023, the Company had a working capital of $2.4 million (2022 - $2.4 million) and an accumulated deﬁcit of $81.8 million
(2022 - $66.9 million).  The Company recorded a loss of $15.0 million and cash oulow from operaons of $3.1 million for the year ended November 30,
2023.

The connued operaons of the Company are dependent on its ability to obtain addional ﬁnancing or to generate future cash ﬂows. The Company has
no recurring source of operang cash inﬂows at its current stage.  The Company intends to ﬁnance its future requirements through a combinaon of debt
and equity issuance.  There is no assurance that the Company will be able to obtain such ﬁnancings or obtain them on favourable terms.  These material
uncertaines raise substanal doubt about the Company’s ability to connue as a going concern.  These consolidated ﬁnancial statements do not include
any adjustments to the amounts and classiﬁcaon of assets and liabilies that might be necessary should the Company be unable to connue as a going
concern. Such adjustments could be material.

2)    Summary of signiﬁcant accounng policies

Basis of presentaon

These consolidated ﬁnancial statements have been prepared using accounng principles generally accepted in the United States (“U.S. GAAP”) and include
the  accounts  of  Trilogy  and  its  wholly  owned  subsidiaries,  NovaCopper  US  Inc.  (dba  “Trilogy  Metals  US”)  and  995  Exploraon  Inc.  All  intercompany
transacons are eliminated on consolidaon. For variable interest enes (“VIEs”) where Trilogy is not the primary beneﬁciary, we use the equity method
of accounng.

All ﬁgures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars.

These ﬁnancial statements were approved by the Company’s Board of Directors for issue on February 8, 2024.

Cash and cash equivalents

Cash and cash equivalents consist of bank deposits and term deposits that are readily converble into a known amount of cash.

Investment in aﬃliates

Investments in unconsolidated ventures over which the Company has the ability to exercise signiﬁcant inﬂuence, but does not control, are accounted for
under the equity method and include the Company’s investment in the Ambler Metals project. We idenﬁed Ambler Metals LLC (“Ambler Metals”) as a VIE
as the enty is dependent on funding from its owners. All funding, ownership, vong rights and power to exercise control is shared equally on a 50/50
basis between the owners of the VIE. Therefore, the Company has determined that it is not the primary beneﬁciary of the VIE. The Company’s maximum
exposure to loss is its investment in Ambler Metals.

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

Management  assesses  the  possibility  of  impairment  in  the  carrying  value  of  its  equity  method  investment  in  Ambler  Metals  whenever  events  or
circumstances indicate that the carrying amount of the investment may not be recoverable. Signiﬁcant judgments are made in assessing the possibility of
impairment. Factors that may be indicave of an impairment include a loss in the value of an investment that is not temporary. Management considers
several factors in considering if an indicator of impairment has occurred, including but not limited to, sustained losses by the investment, the absence of
the ability to recover the carrying amount of the investment, deterioraon of market condions inclusive of signiﬁcant changes in the legal, business or
regulatory environment, signiﬁcant adverse changes impacng the investee and internal reporng indicang the economic performance of an investment
is, or will be, worse than expected.

These  factors  are  subjecve  and  require  consideraon  at  each  period  end.  If  an  indicator  of  impairment  is  determined  to  exist,  the  fair  value  of  the
impaired investment is determined based on the valuaon of cohort companies with similar projects or upon the present value of expected future cash
ﬂows using discount rates and other assumpons believed to be consistent with those used by principal market parcipants and observed market earnings
mulples of comparable companies.

Fixed assets

Plant and equipment are recorded at cost and amorzaon begins when the asset is put into service. Amorzaon is calculated on a straight-line basis
over the respecve assets’ esmated useful lives. Amorzaon periods by asset class are:

Computer hardware and soware
Leasehold improvements
Oﬃce furniture and equipment

Mineral properes and development costs

3 years
lease term
5 years

All  direct  costs  related  to  the  acquision  of  mineral  property  interests  are  capitalized.  Mineral  property  exploraon  expenditures  are  expensed  when
incurred.  When  it  has  been  established  that  a  mineral  deposit  is  commercially  mineable,  an  economic  analysis  has  been  completed  and  permits  are
obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operaons are capitalized. Capitalized costs will
be amorzed following commencement of producon using the unit of producon method over the esmated life of proven and probable reserves.

Leases

At  the  incepon  of  an  arrangement,  the  Company  determines  whether  the  arrangement  is  or  contains  a  lease  based  on  the  unique  facts  and
circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as ROU assets and short-term
and long-term lease liabilies, as applicable. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilies
represent its obligaon to make lease payments arising from the lease. It also considers terminaon opons and factors those into the determinaon of
lease payments. Opons to renew a lease are not included in the assessment unless there is reasonable certainty that the Company will renew.

Operang lease liabilies and their corresponding ROU assets are recorded based on the present value of lease payments over the expected remaining
lease term. Certain adjustments to the ROU asset may be required for items such as incenves received. The interest rate implicit in lease contracts is
typically not readily determinable. As a result, the Company ulizes its incremental borrowing rate, which reﬂects the ﬁxed rate at which it could borrow
on a collateralized

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Lease expense for lease payments is
recognized on a straight-line basis over the lease term.

Income taxes

The  liability  method  of  accounng  for  income  taxes  is  used  and  is  based  on  diﬀerences  between  the  accounng  and  tax  basis  of  assets  and  liabilies.
Deferred income tax assets and liabilies are recognized for temporary diﬀerences between the tax and accounng basis of assets and liabilies as well as
for the beneﬁt of losses available to be carried forward to future years for tax purposes using enacted income tax rates expected to be in eﬀect for the
period in which the diﬀerences are expected to reverse. Deferred income tax assets are evaluated and, if realizaon is not considered more likely than not,
a valuaon allowance is provided.

Uncertainty in income tax posions

The  Company  recognizes  tax  beneﬁts  from  uncertain  tax  posions  only  if  it  is  at  least  more  likely  than  not  that  the  tax  posion  will  be  sustained  on
examinaon by the taxing authories, based on the technical merits of the posion. Any tax beneﬁts recognized in the ﬁnancial statements from such a
posion are measured based on the largest beneﬁt that has a greater than 50% likelihood of being realized upon selement with the taxing authories.
Related interest and penales, if any, are recorded as tax expense in the tax provision.

Financial instruments

Loans and receivables are recorded inially at fair value, net of transacon costs incurred, and subsequently at amorzed cost using the eﬀecve interest
rate method. Loans and receivables consist of cash, accounts receivable, and deposits.

Other ﬁnancial liabilies are recorded inially at fair value and subsequently at amorzed cost using the eﬀecve interest rate method. Other ﬁnancial
liabilies include accounts payable and accrued liabilies.

Translaon of foreign currencies

Monetary assets and liabilies are translated into United States dollars at the exchange rate in eﬀect at the balance sheet date, and non-monetary assets
and liabilies at the exchange rate in eﬀect at the me of acquision or issue. Income and expenses are translated at rates approximang the exchange
rate in eﬀect at the me of transacons. Exchange gains or losses arising on translaon are included in income or loss for the period.

The funconal currency of the Company and its subsidiary and the Company’s reporng currency is the United States dollar.

Earnings and loss per share

Earnings and loss per common share is calculated based on the weighted average number of common shares outstanding during the year. The Company
follows the treasury stock method in the calculaon of diluted earnings per share. Under the treasury stock method, the weighted average number of
common shares outstanding used for the calculaon of diluted loss per share assumes that the proceeds to be received on the exercise of diluve stock
opons and in the prior year, warrants are used to repurchase common shares at the average market price during the period.

Stock-based compensaon

Compensaon  expense  for  opons  granted  to  employees,  directors  and  certain  service  providers  is  determined  based  on  esmated  fair  values  of  the
opons at the me of grant using the Black-Scholes opon pricing model, which takes into account, as of the grant date, the fair market value of the
shares, expected volality, expected dividend yield, the

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

risk-free  interest  rate,  and  the  expected  life  of  the  opon.  The  compensaon  cost  is  recognized  using  the  graded  aribuon  method  over  the  vesng
period  of  the  respecve  opons.  The  expense  relang  to  the  fair  value  of  stock  opons  is  included  in  expenses,  net  of  forfeitures  and  is  credited  to
contributed surplus. Shares are issued from treasury in selement of opons exercised.

Compensaon  expense  for  restricted  share  units  (“RSUs”)  and  deferred  share  units  (“DSUs”)  granted  to  employees  and  directors,  respecvely,  is
determined  based  on  esmated  fair  values  of  the  units  at  the  me  of  grant  using  quoted  market  prices  or  at  the  me  the  units  qualify  for  equity
classiﬁcaon  under  ASC  718.  The  cost  is  recognized  using  the  graded  aribuon  method  over  the  vesng  period  of  the  respecve  units.  The  expense
relang to the fair value of the units is included in expenses, net of forfeitures and is credited to other liabilies or contributed surplus based on the unit’s
classiﬁcaon.  Units  may  be  seled  in  either  i)  cash,  and/or  ii)  shares  purchased  in  the  open  market,  and/or  iii)  shares  issued  from  treasury,  at  the
Company’s elecon at the me of vesng.

Use of esmates and measurement uncertaines

The preparaon of ﬁnancial statements in conformity with U.S. GAAP requires management to make esmates and assumpons of future events that
aﬀect  the  reported  amount  of  assets  and  liabilies  and  disclosure  of  conngent  liabilies  at  the  date  of  the  ﬁnancial  statements,  and  the  reported
amounts of expenditures during the period. Signiﬁcant judgments include the assessment of potenal indicators of impairment of mineral properes and
investments  in  aﬃliates  where  key  judgement  is  the  delay  on  the  Ambler  Access  Project  is  temporary  and  the  delay  was  considered  when  assessing
indicators of impairment. Signiﬁcant esmates include income taxes, and the valuaon of stock-based compensaon. Actual results could diﬀer materially
from those reported.

3)    Investment in Ambler Metals LLC

(a) Formaon of Ambler Metals LLC

On February 11, 2020, the Company completed the formaon of the 50/50 Joint Venture named Ambler Metals with South32. As part of the formaon of
the Joint Venture, Trilogy contributed all its assets associated with the UKMP, including the Arcc and Bornite Projects, while South32 contributed $145
million, resulng in each party’s subsidiaries directly owning a 50% interest in Ambler Metals.

Ambler Metals is an independently operated company jointly controlled by Trilogy and South32 through a four-member board, of which two members are
currently appointed by Trilogy based on its 50% equity interest. All signiﬁcant decisions related to the UKMP require the approval of both companies. We
determined  that  Ambler  Metals  is  a  VIE  because  it  is  expected  to  need  addional  funding  from  its  owners  for  its  signiﬁcant  acvies.  However,  we
concluded that we are not the primary beneﬁciary of Ambler Metals as the power to direct its acvies, through its board, is shared under the Ambler
Metals LLC limited liability company agreement. As we have signiﬁcant inﬂuence over Ambler Metals through our representaon on its board, we use the
equity method of accounng for our investment in Ambler Metals.

(b) Carrying value of investment in Ambler Metals

During the year ended November 30, 2023, Trilogy recognized, based on its 50% ownership interest in Ambler Metals, an equity loss equivalent to its pro
rata share of Ambler Metals' net loss of $15.7 million for the year ended November

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

30, 2023 (2022 - $34.7 million). The carrying value of Trilogy’s 50% investment in Ambler Metals as at November 30, 2023 is summarized on the following
table.

November 30, 2021, Investment in Ambler Metals
Joint venture equity contribuon
Share of loss on equity investment for the year ending November 30, 2022
November 30, 2022, Investment in Ambler Metals
Joint venture equity contribuon
Share of loss on equity investment for the year ending November 30, 2023
November 30, 2023, Investment in Ambler Metals

(c) The following table summarizes Ambler Metals’ Balance Sheet as at November 30, 2023.

Total assets
   Cash
   Mineral properes
Total liabilies
   Accounts payable and accrued liabilies
Members' equity (total assets less total liabilies)

in thousands of dollars
$  

160,063
51
(17,360)
142,754
111
(7,844)
135,021

November 30, 2023

$    

97,180
63,829
30,899
(2,931)
(2,500)
94,249

in thousands of dollars
November 30, 2022

$  

114,049
80,755
30,899
(4,335)
(3,664)
109,714

(d) The following table summarizes Ambler Metals’ net loss for the years ended November 30, 2023, November 30, 2022 and November 30, 2021.

Depreciaon
Corporate salaries and wages
General and administrave
Mineral property expense
Professional fees
Foreign exchange (gain)/loss
Interest and other income
Comprehensive loss

(e) Related party transacons

November 30, 2023

November 30, 2022

November 30, 2021

Year ended

in thousands of dollars

$     

$     

150
2,068
547
12,822
547
(2)
(445)
15,687

113
1,664
738
32,083
792
15
(686)
34,719

$  

77
2,381
991
22,720
1,047
6
(1,058)
26,164

During the ﬁscal year 2023, the Company received $27,000 (2022 - $nil) related to operang expenses paid on behalf of Ambler Metals.

During the ﬁscal year 2022, the Company transferred a mineral claim to Ambler Metals and received net proceeds of approximately $140,000.

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

4)    Accounts payable and accrued liabilies

Trade accounts payable
Accrued liabilies
Accrued salaries and vacaon
Accounts payable and accrued liabilies

November 30, 2023

in thousands of dollars
November 30, 2022

$     

146
54  
232  
432  

$  

188
36
121
345

Of the accrued salaries and vacaon approximately $155,000 was seled, subsequent to the end of the year, on December 1, 2023 through the issuance of
common shares of the Company (the “Common Shares”).

5)    Leases

(a) Right-of-use asset

Balance as at November 30, 2021
Net amorzaon
Balance as at November 30, 2022
Net amorzaon
Balance as at November 30, 2023

(b) Lease liabilies

in thousands of dollars
$  

482
(163)
319
(206)
113

The Company’s lease arrangements primarily consist of an operang lease for our oﬃce space ending in June 2024. There are no extension opons.

Total lease expense recorded within general and administrave expenses was comprised of the following components:

Operang lease costs
Variable lease costs
Total lease expense

Year ended
November 30, 2023

in thousands of dollars

Year ended
November 30, 2022

$     

216
140
356

$  

187
143
330

Variable lease costs consist primarily of the Company’s poron of operang costs associated with the oﬃce space lease as the Company elected to apply
the praccal expedient not to separate lease and non-lease components.

As of November 30, 2023, the remaining lease term was 0.6 years and the discount rate is 8%. Signiﬁcant judgment was used in the determinaon of the
incremental borrowing rate which included esmang the Company’s credit rang.

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

Supplemental cash and non-cash informaon relang to our leases during the year ended November 30, 2023 are as follows:

● Cash paid for amounts included in the measurement of lease liabilies was $198,912.

Future minimum payments relang to the lease recognized in our balance sheet as of November 30, 2023 are as follows:

Fiscal year
2024
Total undiscounted lease payments
Eﬀect of discounng
Present value of lease payments recognized as lease liability

6)    Share capital

Authorized:

unlimited common shares, no par value

November 30, 2022
Private Placement, net of share issue cost
Restricted Share Units
Deferred Share Units
NovaGold deferred share units conversion
Services seled by common shares
Joint venture equity contribuon (note 4(b))
November 30, 2023, issued and outstanding

in thousands of dollars
November 30, 2023  
$  

33
33
—
33

in thousands of dollars, except share amounts
Ascribed value

Number of shares

146,225,035
5,854,545
3,091,614
415,056
1,130
195,105
143,505
155,925,990

$  

182,178
3,115
1,911
468
4
99
111
187,886

On  April  30,  2012,  under  the  NovaGold  Arrangement,  Trilogy  commied  to  issue  common  shares  to  sasfy  holders  of  NovaGold  deferred  share  units
(“NovaGold DSUs”), once vested, on record as of the close of business April 27, 2012. When vested, Trilogy commied to deliver one common share to the
holder for every six shares of NovaGold the holder is entled to receive, rounded down to the nearest whole number. As of November 30, 2023, a total of
5,144 NovaGold DSUs remain outstanding represenng a right to receive 859 Common Shares in Trilogy, which will sele upon certain directors rering
from NovaGold’s board.

(a) Common shares issuance

On April 25, 2023, the Company completed a non-brokered private placement of 5,854,545 Common Shares at a price of $0.55 per Common Share for
gross proceeds of $3.2 million and net proceeds of $3.1 million.  Financing costs consisted of legal and stock exchange fees.

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(b) Stock opons

Trilogy Metals Inc.
Notes to Consolidated Financial Statements

The Company has a stock opon plan providing for the issuance of opons with a rolling maximum number equal to 10% of the issued and outstanding
Common Shares at any given me. The Company may grant opons to its directors, oﬃcers, employees and service providers. The exercise price of each
opon cannot be lower than the greater of market price or fair market value of the Common Shares (as such terms are deﬁned in the plan) at the date of
the opon grant. The number of Common Shares oponed to any single oponee may not exceed 10% of the issued and outstanding Common Shares at
the date of grant. The opons are exercisable for a maximum of ﬁve years from the date of grant and may be subject to vesng provisions.

During  the  year  ended  November  30,  2023,  the  Company  granted  3,230,000  stock  opons  (2022  –  1,734,500  stock  opons,  2021  –  3,374,150)  at  an
exercise price of CDN$0.78 (2022 - CDN$2.21, 2021 – CDN$2.52) to employees, consultants and directors exercisable for a period of ﬁve years with various
vesng terms from immediate vesng to over a two-year period. The fair value aributable to opons granted in 2023 was $0.27 (2022 -$0.71,  2021  -
$0.84).

The fair value of the stock opons recognized has been esmated using the Black-Scholes opon pricing model.

Assumpons used in the pricing model for the year are as provided below.

Risk-free interest rates
Exercise price
Expected life
Expected volality
Expected dividends

November 30, 2023
3.49%
CDN$0.78
3 years
67.7%
Nil

The Company recognized a stock opon expense of $0.9 million for the year ended November 30, 2023 (2022 - $1.4 million; 2021 - $3.3 million), net of
forfeitures.

As of November 30, 2023, there were 2,131,757 unvested opons outstanding with a weighted average exercise price of CDN$1.02. The unvested stock
opon expense not yet recognized was $0.2 million. This expense is expected to be recognized over the next twelve months.

A summary of the Company’s stock opon plan and changes during the year ended is as follows:

Balance – beginning of the year
Granted
Cancelled/forfeited
Expired
Balance – end of the year

119

Number of opons     

11,225,400
3,230,000
(636,000)
(1,170,000)
12,649,400

November 30, 2023
Weighted average
exercise price

CDN$   
2.49
0.78
2.55
1.43
2.15

    
 
 
 
 
 
    
 
 
 
 
 
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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

There were no stock opons exercised during the year ended November 30, 2023.

The following table summarizes informaon about the stock opons outstanding at November 30, 2023.

Range of exercise price - CDN
$0.75 to $1.00
$2.01 to $2.50
$2.51 to $3.00
$3.01 to $3.41

Number of
outstanding

opons     

3,180,000
2,220,250
5,866,650
1,382,500
12,649,400

Weighted
average years

to expiry     
4.02
2.28
1.49
1.06
2.22

Outstanding
Weighted
average
exercise price

CDN$      
0.78
2.27
2.64
3.03
2.15

Number of
exercisable

opons      

1,413,328
1,855,165
5,866,650
1,382,500
10,517,643

Exercisable
Weighted
average
exercise price

CDN$      
0.78
2.27
2.64
3.03
2.38

Unvested  

Number of  
unvested
opons     
1,766,672
365,085
—
—
2,131,757

The aggregate intrinsic value of vested share opons (the market value less the exercise price) at November 30, 2023 was $nil (2022 - $nil, 2021 - $0.8
million) and the aggregate intrinsic value of exercised opons for the year ended November 30, 2023 was $nil  (2022 - $0.04 million, 2021 - $1.4 million).

(c) Restricted Share Units and Deferred Share Units

The  Company  has  a  Restricted  Share  Unit  Plan  (“RSU  Plan”)  and  a  Non-Execuve  Director  Deferred  Share  Unit  Plan  (“DSU  Plan”)  to  provide  long-term
incenves to employees, oﬃcers and directors. The RSU Plan and DSU Plan may be seled in cash and/or common shares at the Company’s elecon with
each RSU and DSU entling the holder to receive one common share of the Company or equivalent value. All units are accounted for as equity-seled
awards.

There were 4,640,089 RSUs granted during the ﬁscal year ended November 30, 2023 (2022 – 1,359,349, 2021 – nil). Directors were granted 1,283,023
DSUs throughout the year ended November 30, 2023 (2022 – 283,289, 2021 – 58,925) based on their elecon to receive 100% of their annual retainer in
DSUs.

A summary of the Company’s RSU and DSU Plan and changes during the year ended November 30, 2023 is as follows:

Balance – beginning of the year
Granted
Vested/Converted
Balance – end of the year

Number of RSUs      
257,268  

4,640,089
(3,286,719)
1,610,638  

Number of DSUs   

1,560,734
1,283,023
(415,056)
2,428,701

For the year ended November 30, 2023, Trilogy recognized a stock-based compensaon expense of $3.0 million (2022 - $2.0 million, 2021 - $0.1 million).

7)    Management of capital risk

The Company relies upon management to manage capital in order to accomplish the objecves of safeguarding the Company’s ability to connue as a
going concern in order to pursue the development of the mineral properes, at the UKMP, through our equity investee (note 3) and maintain a capital
structure which opmizes the costs of capital at an acceptable risk. The Company’s current capital consists of equity funding through capital markets.

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

As  the  Company  is  currently  in  the  exploraon  phase  none  of  its  ﬁnancial  instruments  are  exposed  to  commodity  price  risk;  however,  the  Company’s
ability to obtain long-term ﬁnancing and its economic viability may be aﬀected by commodity price volality. The Company will need to raise addional
funds to support its operaons and administraon expenses. Future sources of liquidity may include equity ﬁnancing, debt ﬁnancing, converble debt, or
other means.

To facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on
various factors, including successful capital deployment and general industry condions.

8)   Financial instruments

The Company is exposed to a variety of risks arising from ﬁnancial instruments. These risks and management’s objecves, policies and procedures for
managing these risks are disclosed as follows.

The  Company’s  ﬁnancial  instruments  consist  of  cash,  accounts  receivable,  deposits,  and  accounts  payable  and  accrued  liabilies.  The  fair  value  of  the
Company’s ﬁnancial instruments approximates their carrying value due to the short-term nature of their maturity. The Company’s ﬁnancial instruments
inially measured at fair value and then held at amorzed cost include cash, accounts receivable, deposits, and accounts payable and accrued liabilies.

Financial risk management

The Company’s acvies expose them to certain ﬁnancial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk.

(a) Currency risk

Currency  risk  is  the  risk  of  a  ﬂuctuaon  in  ﬁnancial  asset  and  liability  selement  amounts  due  to  a  change  in  foreign  exchange  rates.  The  Company
operates  in  the  United  States  and  Canada.  The  Company’s  exposure  to  currency  risk  at  November  30,  2023  is  limited  to  the  Canadian  dollar  balances
consisng of cash of CDN$4,000, accounts receivable of CDN$14,000 and certain trade payables and accrued personnel costs CDN$267,000.  Based on a
10%  change  in  the  US-Canadian  exchange  rate,  assuming  all  other  variables  remain  constant,  the  Company’s  net  loss  would  change  by  approximately
$18,000.

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a ﬁnancial instrument fails to meet its contractual obligaons. The Company
holds  cash  and  cash  equivalents  with  Canadian  chartered  ﬁnancial  instuons.  The  Company’s  only  signiﬁcant  exposure  to  credit  risk  is  equal  to  the
balance of cash and cash equivalents as recorded in the ﬁnancial statements. The majority of the Company’s cash and cash equivalents held at November
30, 2023 is uninsured. The Company does not consider any of its ﬁnancial assets to be impaired as of November 30, 2023.

(c) Liquidity risk

Liquidity risk is the risk that the Company will encounter diﬃcules raising funds to meet its ﬁnancial obligaons as they fall due. The Company is in the
exploraon stage and does not have cash inﬂows from operaons; therefore, the Company manages liquidity risk through the management of its capital
structure and ﬁnancial leverage.

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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

Contractually obligated cash ﬂow requirements as at November 30, 2023 are as follows.

Accounts payable and accrued liabilies
Oﬃce lease

(d)

Interest rate risk

Total      
$
257  
33
290  

< 1 Year      

1–2 Years      

$
257  
33
290  

$
—
—
—

2–5 Years      

in thousands of dollars   
Thereaer   
$
—
—  
—

$
—
—
—

Interest rate risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market interest rates. The
Company is exposed to interest rate risk with respect to interest earned on cash. Based on balances as at November 30, 2023 a 1% change in interest rates
would result in a negligible change in net loss, assuming all other variables remain constant.

As we are currently in the exploraon phase none of our ﬁnancial instruments are exposed to commodity price risk; however, our ability to obtain long-
term ﬁnancing and its economic viability could be aﬀected by commodity price volality.

Fair value accounng

Financial instruments measured at fair value are classiﬁed into one of three levels in the fair value hierarchy according to the signiﬁcance of the inputs
used in making the measurement. The three levels of the fair value hierarchy are as follows:

Level 1 — Unadjusted quoted prices in acve markets that are accessible at the measurement date for idencal, unrestricted assets or liabilies;

Level 2 — Quoted prices in markets that are not acve, or inputs that are observable, either directly or indirectly, for substanally the full term of
the asset or liability; and

Level 3 — Prices or valuaon techniques that require inputs that are both signiﬁcant to the fair value measurement and unobservable (supported
by lile or no market acvity).

The Company did not have any ﬁnancial assets and liabilies that were measured and recognized at fair value as at November 30, 2023.

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9)    Income taxes

Trilogy Metals Inc.
Notes to Consolidated Financial Statements

Income  tax  expense  diﬀers  from  the  amount  that  would  result  from  applying  the  Canadian  federal  and  provincial  income  tax  rates  to  earnings  before
income taxes. These diﬀerences result from the following items:

Combined federal and provincial statutory tax rate
Income tax (recovery) at statutory rate
Diﬀerence in foreign tax rates
Non-deducble expenditures
Change in esmates in respect of prior years
Change in valuaon allowance
Income tax recovery (expense)

November 30, 2023

November 30, 2022

in thousands of dollars
November 30, 2021

$    
27.00 %  
(4,037)
(118)
239
15
3,901
—

$    
27.00 %  
(6,549)
(252)
374
39
6,388
—

$    
27.00 %
(5,848)
(194)
937
116
4,989
—

Deferred income taxes arise from temporary diﬀerences in the recognion of income and expenses for ﬁnancial reporng and tax purposes. The signiﬁcant
components of deferred income tax assets and liabilies at November 30, 2023 and 2022 are as follows:

Deferred income tax assets

Non-capital losses
Mineral property interest
Mineral property impairment
Deferred interest
Property, plant and equipment
Lease liability
Share issuance costs
Other deducble temporary diﬀerences

Total deferred tax assets
Valuaon allowance
Net deferred income tax assets
Deferred income tax liabilies

Investment in Ambler Metals LLC
Right of use asset

Deferred income tax liabilies
Net deferred income tax assets

November 30, 2023

$     

in thousands of dollars  
November 30, 2022  
$  

60,255  
4,926  
26
6,251  
88  
9
(5) 
166  
71,716  
(44,456) 
27,260  

(27,229)
(31)
(27,260) 
—  

57,236
3,061
17
6,251
86
60
6
181
66,898
(40,555)
26,343

(26,257)
(86)
(26,343)
—

The Company has loss carry-forwards of approximately $214 million that may be available for tax purposes. Certain of these losses occurred prior to the
incorporaon  of  the  Company  and  are  accounted  for  in  the  ﬁnancial  statements  as  if  they  were  incurred  by  the  Company.  Prior  to  the  NovaGold
Arrangement, the Company undertook a tax reorganizaon in order to preserve the future deducbility of these losses for the Company, subject to the
limitaons below. Deferred tax assets have been recognized to the extent of future taxable income and the future taxable amounts related to taxable

123

    
    
    
    
   
  
   
  
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Trilogy Metals Inc.
Notes to Consolidated Financial Statements

temporary diﬀerences for which a deferred tax liability is recognized can be oﬀset. A valuaon allowance has been provided against deferred income tax
assets where it is not more likely than not that the Company will realize those beneﬁts.

The losses expire as follows in the following jurisdicons:

2024
2025
2026
Thereaer

Non-capital losses
Canada

in thousands of dollars
Operang losses
United States

$    

—
—
—
63,192
63,192

$  

569
1,530
7,871
140,858
150,828

Future  use  of  U.S.  loss  carry-forwards  is  subject  to  certain  limitaons  under  provisions  of  the  Internal  Revenue  Code  including  limitaons  subject  to
Secon  382,  which  relates  to  a  50%  change  in  control  over  a  three-year  period  and  are  further  dependent  upon  the  Company  aaining  proﬁtable
operaons.  An  ownership  change  under  Secon  382  occurred  on  January  22,  2009  regarding  losses  incurred  by  AGC,  of  which  the  aributes  of  those
losses were transferred to Trilogy Metals US with the purchase of the mineral property in October 2011. Therefore, approximately $39.4 million of the U.S.
losses above are subject to limitaon under Secon 382. Accordingly, the Company’s ability to use these losses may be limited. An addional change in
control may have occurred aer November 30, 2011 which may further limit the availability of losses prior to the date of change in control.

Furthermore,  tax  reform  provisions  under  Secon  172  allow  federal  net  operang  losses  arising  in  tax  years  subsequent  to  December  31,  2017  to  be
carried  forward  indeﬁnitely.  As  at  November  30,  2023  the  Company  has  approximately  $30.8  million  in  operang  losses  that  can  be  carried  forward
indeﬁnitely.

10)    Commitment

The Company has commitments with respect to an oﬃce lease requiring future minimum lease payments as summarized in note 5(b).

11)    Subsequent events

On  December  1,  2023,  senior  management  and  the  Board  of  Directors  were  granted  358,826  RSUs  and  194,819  DSUs,  respecvely  in  selement  of
approximately $155,000 for management salaries and $82,750 for director fees.

On  December  7,  2023,  the  Company  granted  1,566,940  RSUs  for  short  term  incenves  to  execuve  and  employees,  all  vesng  immediately.  Directors
received an annual grant of 600,000 RSUs and 300,000  stock  opons,  all  vesng  immediately.  Employees  and  consultants  received  an  annual  grant  of
2,475,000 stock opons and 2,315,000 RSUs with a vesng schedule of one-third vesng immediately on the grant date, one-third to vest on the one year
anniversary of the grant date and one-third to vest on the second year anniversary of the grand date.

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Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

Item 9A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that informaon required to be disclosed in reports ﬁled or submied by the Company under
U.S.  and  Canadian  securies  legislaon  is  recorded,  processed,  summarized  and  reported  within  the  me  periods  speciﬁed  in  those  rules,  including
providing reasonable assurance that material informaon is gathered and reported to senior management, including the Chief Execuve Oﬃcer (“CEO”)
and Chief Financial Oﬃcer (“CFO”), as appropriate, to permit mely decisions regarding public disclosure. Management, including the CEO and CFO, has
evaluated  the  eﬀecveness  of  the  design  and  operaon  of  the  Company’s  disclosure  controls  and  procedures,  as  deﬁned  in  Rule  13a-15(e)  and15d-
15(e) of the Exchange Act and the rules of Canadian Securies Administrators, as at November 30, 2023. Based on this evaluaon, the CEO and CFO have
concluded that the Company’s disclosure controls and procedures were eﬀecve as at November 30, 2023.

Internal Control over Financial Reporng

Management  is  responsible  for  establishing  and  maintaining  adequate  internal  control  over  ﬁnancial  reporng  as  deﬁned  in  Rule  13a-15(f)  and  15d-
15(f) of the Exchange Act and Naonal Instrument 52-109 Cerﬁcaon of Disclosure in Issuer’s Annual and Interim ﬁlings. Any system of internal control
over ﬁnancial reporng, no maer how well designed, has inherent limitaons. Therefore, even those systems determined to be eﬀecve can provide only
reasonable  assurance  with  respect  to  ﬁnancial  statement  preparaon  and  presentaon.  Management  has  used  the  Commiee  of  Sponsoring
Organizaons  of  the  Treadway  Commission  in  Internal  Control  –  Integrated  Framework  (2013)  to  evaluate  the  eﬀecveness  of  the  Company’s  internal
control over ﬁnancial reporng. Based on this assessment, management has concluded that as at November 30, 2023, the Company’s internal control over
ﬁnancial reporng was eﬀecve.

Aestaon Report of the Registered Public Accounng Firm

This Annual Report does not include an aestaon report of the company’s registered public accounng ﬁrm regarding internal controls over ﬁnancial
reporng.  Management’s report was not subject to aestaon by our registered public accounng ﬁrm pursuant to law, rules and regulaons that permit
us to provide only management’s report in this Annual Report.  

Changes in Internal Controls

There has been no change in our internal control over ﬁnancial reporng during ﬁscal year ended November 30, 2023 that has materially aﬀected, or is
reasonably likely to materially aﬀect, our internal control over ﬁnancial reporng.

Item 9B.  OTHER INFORMATION

None.

Item 9C.  DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The  informaon  in  our  2024  Proxy  Statement  regarding  directors  and  execuve  oﬃcers  and  Secon  16  reporng  informaon  appearing  under  the
headings “Elecon of Directors” and “Informaon Concerning the Board of Directors and Execuve Oﬃcers” is incorporated by reference in this secon.
The informaon under the heading “Execuve Oﬃcers of Trilogy” in Part I, Item 1 of this Form 10-K is also incorporated by reference in this secon. The
informaon  in  our  2024  Proxy  Statement  regarding  our  Code  of  Business  Conduct  and  Ethics  under  the  subheading  “Ethical  Business  Conduct”  under
“Statement  of  Corporate  Governance  Pracces”  is  also  incorporated  by  reference  in  this  secon.  Finally,  the  informaon  in  our  2024  Proxy  Statement
regarding the Audit Commiee under the heading “Statement of Corporate Governance Pracces” is incorporated herein by reference.

Item 11.  EXECUTIVE COMPENSATION

The informaon appearing in our 2024 Proxy Statement under the headings “Compensaon Commiee Interlocks and Insider Parcipaon”, “Statement
of Execuve Compensaon”, and “Director Compensaon” is incorporated by reference in this secon.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

The informaon appearing in our 2024 Proxy Statement under the heading “Securies Authorized For Issuance Under Equity Compensaon Plans” (which
is  also  contained  in  this  report  in  Part  II,  Item  5)  and  the  informaon  under  the  heading  “Security  Ownership  Of  Certain  Beneﬁcial  Owners  And
Management And Related Shareholder Maers” is incorporated herein by reference.

Securies Authorized for Issuance under Equity Compensaon Plans

The following table is as of November 30, 2023.

Plan category

Equity compensaon plans approved
by security holders
Equity compensaon plans not
approved by security holders

Total

Number of securies to be issued
upon exercise of outstanding
opons, warrants and rights      

(a)

 16,688,739

 —

 16,688,739

$

$

Weighted-average exercise price of
outstanding opons, warrants and

rights      

(b)

 1.20

 —

 1.20

Number of securies remaining
available for future issuance under
equity compensaon plans
(excluding securies reﬂected in

column (a))   

(c)

 6,700,160

 —

 6,700,160

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The informaon appearing in our 2024 Proxy Statement under the heading “Independence of Directors” under the heading “Informaon Concerning the
Board of Directors and Execuve Oﬃcers” and under the heading “Statement of Corporate Governance Pracces” is incorporated herein by reference.

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Table of Contents

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  informaon  appearing  in  our  2024  Proxy  Statement  regarding  Audit  Fees,  Audit-Related  Fees,  Tax  Fees,  All  Other  Fees  and  Audit  Commiee  Pre-
Approval Policies under the subheading “Appointment of Auditors” is incorporated herein by reference.

Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

PART IV

(a)

Documents Filed With This Report

1.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounng Firm (PCAOB ID 271)

Consolidated Balance Sheets

Consolidated Statements of Loss and Comprehensive Loss

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

2.

FINANCIAL STATEMENT SCHEDULES

None.

3.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

Page

106

108

109

110

111

112

Employment Agreement between the Registrant and Tony Giardini, dated April 20, 2020, idenﬁed in exhibit list below.

Employment Agreement between the Registrant and Elaine Sanders, dated November 5, 2012, idenﬁed in exhibit list below.

NovaCopper Inc. Equity Incenve Plan idenﬁed in exhibit list below.

Form of NovaCopper Inc. Stock Opon Agreement idenﬁed in exhibit list below.

NovaCopper Inc. 2012 Restricted Share Unit Plan idenﬁed in exhibit list below.

Form of NovaCopper Inc. 2012 Restricted Share Unit Award Agreement idenﬁed in exhibit list below.

NovaCopper Inc. 2012 Deferred Share Unit Plan idenﬁed in exhibit list below.

Form of NovaCopper Inc. Deferred Share Unit Award Agreement idenﬁed in exhibit list below.

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Table of Contents

(b)

Exhibits

Exhibit
No.
2.1

3.1

3.2

3.3

4.1

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

Descripon
Contribuon Agreement, dated February 11, 2020, between NovaCopper US Inc., Trilogy Metals Inc. and Ambler Metals LLC (incorporated
by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K ﬁled on February 18, 2020)

Cerﬁcate of Incorporaon (incorporated by reference to Exhibit 99.2 to the Company’s Registraon Statement on Form 40-F ﬁled on March
1, 2012)

Arcles of Trilogy Metals Inc., eﬀecve April 27, 2011, as altered March 20, 2011 (incorporated by reference to Exhibit 99.3 to Amendment
No. 1 to the Company’s Registraon Statement on Form 40-F ﬁled on April 19, 2012)

Noce of Arcles and Cerﬁcate of Name Change, dated September 1, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K dated September 8, 2016)

Descripon of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K ﬁled on February 13,
2020)

Net  Smelter  Returns  Royalty  Agreement,  dated  eﬀecve  January  7,  2010,  among  Kenneco  Exploraon  Company,  Kenneco  Arcc
Company, Alaska Gold Company, and NovaGold Resources Inc. (incorporated by reference to Exhibit 99.1 to the Company’s Report on Form
6-K ﬁled on April 25, 2012)

Exploraon Agreement and Opon to Lease, dated October 19, 2011, between NovaCopper US Inc. and NANA Regional Corporaon, Inc.
(incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K ﬁled on April 25, 2012)

Opon Agreement to Form Joint Venture, dated April 10, 2017, among the Company, NovaCopper US Inc. and South32 Group Operaons
Pty Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A ﬁled on April 20, 2017)

Amended and Restated Limited Liability Company Agreement of Ambler Metals LLC dated February 11, 2020 (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K ﬁled on February 18, 2020)

NovaCopper Inc. 2012 Restricted Share Unit Plan (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K
ﬁled on February 12, 2013)

NovaCopper Inc. 2012 Deferred Share Unit Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K
ﬁled on February 12, 2013, File No. 001-35447)

Form of NovaCopper Inc. Stock Opon Agreement (incorporated by reference to Exhibit 4.5 to the Company’s  Registraon Statement on
Form S-8 ﬁled on April 27, 2012)

NovaCopper Inc. Equity Incenve Plan (incorporated by reference to Schedule G of Exhibit 99.1 to the Company’s Registraon Statement on
Form 40-F ﬁled on March 1, 2012)

Employment Agreement, dated April 20, 2020, between the Company and Tony Giardini (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K ﬁled on April 20, 2020)

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Table of Contents

10.10

10.11

21.1

23.1

23.2

23.3

23.4

23.5

23.6

31.1

31.2

32.1

32.2

96.1

96.2

Employment Agreement, dated November 5, 2012, between the Company and Elaine Sanders (incorporated by reference to Exhibit 10.5 to
the Company’s Registraon Statement on Form 10-K ﬁled on February 12, 2013)

Equity Incenve Plan for Ambler Metals LLC Oﬃcers and Employees (incorporated by reference to the Revised Appendix D to the Company’s
proxy statement ﬁled April 30, 2021)

Subsidiaries of the Registrant

Consent of PricewaterhouseCoopers LLP

Consent of Richard Gosse

Consent of Wood Canada Limited

Consent of Ausenco Engineering Canada ULC.

Consent of SRK Consulng (Canada) Inc.

Consent of Brown and Caldwell

Cerﬁcaon of the Chief Execuve Oﬃcer required by Rule 13a-14(a) or Rule 15d-14(a)

Cerﬁcaon of the Chief Financial Oﬃcer required by Rule 13a-14(a) or Rule 15d-14(a)

Cerﬁcaon of the Chief Execuve Oﬃcer pursuant to 18 U.S.C. Secon 1350

Cerﬁcaon of the Chief Financial Oﬃcer pursuant to 18 U.S.C. Secon 1350

Arcc  Project  S-K  1300  Technical  Report  Summary,  Ambler  Mining  District,  Alaska  (incorporated  by  reference  to  the  Company’s  Current
Report on Form 8-K ﬁled on February 14, 2023)

Technical Report Summary on the Inial Assessment of the Bornite Mineral Resource, Northwest Alaska, USA (incorporated by reference to
the Company’s Current Report on Form 8-K ﬁled on February 14, 2023)

97.1

Incenve Compensaon Recovery Policy

101

The following materials from Trilogy Metals Inc.’s Annual Report on Form 10-K for the year ended November 30, 2023, formaed in Inline
XBRL  (eXtensible  Business  Reporng  Language):  (i)  the  Consolidated  Statements  of  Operaons,  (ii)  the  Consolidated  Statements  of
Comprehensive Income (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated
Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements, and (vii) Schedule II – Valuaon and Qualifying Accounts.

104

Cover Page Interacve Data File (formaed as Inline XBRL and contained in Exhibit 101).

(c)

Financial Statement Schedules

Schedule A – The Financial Statement of Ambler Metals LLC as of November 30, 2023.

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Table of Contents

Schedule A

Report of Independent Registered Public Accounng Firm

To the Board of Ambler Metals LLC

Opinion on the Financial Statements
We have audited the accompanying balance sheets of Ambler Metals LLC (the Company) as of November 30, 2023 and 2022, and the related statements
of loss and comprehensive loss, changes in members' equity and cash ﬂows for each of the three years in the period ended November 30, 2023, including
the related notes (collecvely referred to as the ﬁnancial statements). In our opinion, the ﬁnancial statements present fairly, in all material respects, the
ﬁnancial posion of the Company as of November 30, 2023 and 2022, and the results of its operaons and its cash ﬂows for the years then ended in
conformity with accounng principles generally accepted in the United States of America.

Basis for Opinion
These ﬁnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's ﬁnancial
statements based on our audits. We are a public accounng ﬁrm registered with the Public Company Accounng Oversight Board (United States) (PCAOB)
and  are  required  to  be  independent  with  respect  to  the  Company  in  accordance  with  the  U.S.  federal  securies  laws  and  the  applicable  rules  and
regulaons of the Securies and Exchange Commission and the PCAOB.

We conducted our audits of these ﬁnancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the ﬁnancial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the ﬁnancial statements. Our audits also included evaluang the accounng principles used and signiﬁcant esmates made by management, as well as
evaluang the overall presentaon of the ﬁnancial statements. We believe that our audits provide a reasonable basis for our opinion.

Crical Audit Maers
The crical audit maer communicated below is a maer arising from the current period audit of the ﬁnancial statements that was communicated or
required to be communicated to the audit commiee and that (i) relates to accounts or disclosures that are material to the ﬁnancial statements and (ii)
involved our especially challenging, subjecve, or complex judgments. The communicaon of crical audit maers does not alter in any way our opinion
on the ﬁnancial statements, taken as a whole, and we are not, by communicang the crical audit maer below, providing a separate opinion on the
crical audit maer or on the accounts or disclosures to which it relates.

Impairment indicator assessment of mineral properes
As described in Notes 2 and 5 to the ﬁnancial statements, management assesses the possibility of impairment in the carrying value of mineral properes
whenever events or changes in circumstances indicate that the carrying value may not be recoverable (impairment indicators). The carrying value of the
Company's  mineral  properes  was  $30.9  million  as  of  November  30,  2023.  Management  applies  judgment  to  assess  whether  events  or  changes  in
circumstances indicate the carrying value of an asset may not be recoverable, giving rise to the requirement to conduct an impairment test. Events or
changes  in  circumstances  that  could  trigger  an  impairment  test  include  (i)  signiﬁcant  adverse  changes  in  the  business  climate  including  signiﬁcant
decreases in copper, zinc, and other metal prices, or signiﬁcant adverse changes in legal factors, (ii) an accumulaon of costs signiﬁcantly in excess of the
amount originally expected for the construcon of the mineral properes, and (iii) signiﬁcant decreases in the market prices of the mineral properes.

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The principal consideraons for our determinaon that performing procedures relang to the impairment indicator assessment of mineral properes is a
crical audit maer are that there was judgment by management when assessing whether there were impairment indicators related to the Company's
mineral  properes,  speciﬁcally  in  regards  to  assessing  whether  there  were:  (i)  signiﬁcant  adverse  changes  in  the  business  climate  including  signiﬁcant
decreases in copper, zinc, and other metal prices, or signiﬁcant adverse changes in legal factors, (ii) an accumulaon of costs signiﬁcantly in excess of the
amount originally expected for the construcon of the mineral properes, (iii) signiﬁcant decreases in the market prices of the mineral properes. This in
turn led to a high degree of auditor judgment and subjecvity in performing procedures to evaluate audit evidence relang to the judgment made by
management in their assessment of impairment indicators that could give rise to the requirement to conduct an impairment test, and (iv) the audit eﬀort
involved the use of professionals with specialized skill and knowledge.

Addressing  the  maer  involved  performing  procedures  and  evaluang  audit  evidence  in  connecon  with  forming  our  overall  opinion  on  the  ﬁnancial
statements. These procedures included, among others, (i) evaluang whether there were signiﬁcant adverse changes in the business climate including
signiﬁcant  decreases  in  copper,  zinc,  and  other  metal  prices  by  considering  external  market  and  industry  data,  (ii)  evaluang  whether  there  were
signiﬁcant  adverse  changes  in  legal  factors  with  respect  to  tle  maers  by  obtaining  on  a  sample  basis  evidence  to  support  the  rights  to  the  mineral
properes, (iii) with the assistance of professionals with specialized skill and knowledge evaluang whether there were signiﬁcant decreases in the market
prices  of  the  mineral  properes  by  considering  the  implied  in  situ  value  of  recent  market  transacons  of  comparable  mineral  properes,  and  (iv)
evaluang  whether  there  was  an  accumulaon  of  costs  signiﬁcantly  in  excess  of  the  amount  originally  expected  for  the  construcon  of  the  mineral
properes, or other factors that may indicate that the carrying values of the mineral properes may not be recoverable, through consideraon of evidence
obtained in other areas of the audit.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants
Vancouver, Canada
February 8, 2024

We have served as the Company's auditor since 2020.

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Assets
Current assets
Cash (note 3)
Deposits and prepaid
Accounts receivables and other assets
Total current assets

Right of use asset (note 7)
Property, plant and equipment (note 4)
Mineral properes (note 5)
Total assets

Liabilies
Current liabilies
Accounts payable and accrued liabilies (note 6,8)
Current lease liabilies (note 7)
Total current liabilies

Long term lease liabilies (note 7)
Total liabilies

Members' equity
Owner contribuon - South 32
Owner contribuon - Trilogy
Accumulated deﬁcit
Total members' equity
Total liabilies and members equity

Ambler Metals LLC
Balance Sheet
As at November 30, 2023 and 2022

November 30, 2023
$

in thousands of US dollars
November 30, 2022
$

 63,829
 1,256
 11
 65,096

 413
 772
 30,899
 97,180

 2,500
 229
 2,729

 202
 2,931

 145,162
 31,368
 (82,281)
 94,249
 97,180

 80,755
 814
 8
 81,577

 651
 922
 30,899
 114,049

 3,664
 240
 3,904

 431
 4,335

 145,051
 31,257
 (66,594)
 109,714
 114,049

(See accompanying notes to the ﬁnancial statements)

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Expenses
Depreciaon
Corporate salaries and wages
General and administrave
Mineral property expense (note 5)
Professional fees
Foreign exchange (gain)/loss
Total expenses

Other items
Interest income
Other income
Loss and comprehensive loss for the year

Ambler Metals LLC
Statement of Loss and Comprehensive Loss
For the Years Ended November 30

2023
$

 150
 2,068
 547
 12,822
 547
 (2)
 16,132

 (416)
 (29)
 15,687

2022
$

 113
 1,664
 738
 32,083
 792
 15
 35,405

 (686)
 —
 34,719

in thousands of US dollars
 2021
$

 77
 2,381
 991
 22,720
 1,047
 6
 27,222

 (1,058)
 —
 26,164

(See accompanying notes to the ﬁnancial statements)

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Balance - November 30, 2020
Loss for the year
Balance - November 30, 2021
Owner contribuons
Loss for the year
Balance - November 30, 2022
Owner contribuons
Loss for the year
Balance - November 30, 2023

Ambler Metals LLC
Statement of Changes in Members’ Equity
For the Years Ended November 30

Number of units 
outstanding  
 2,000,000
 —
 2,000,000
 —
 —
 2,000,000
 —
 —
 2,000,000

Trilogy owner
contribuon
$
 31,206
 —
 31,206
 51
 —
 31,257
 111
 —
 31,368

South32 owner
contribuon
$
 145,000
 —
 145,000
 51
 —
 145,051
 111
 —
 145,162

In thousands of US dollars, except share amounts

Deﬁcit
$
 (5,711)
 (26,164)
 (31,875)
 —
 (34,719)
 (66,594)
 —
 (15,687)
 (82,281)

Total members' equity
$
 170,495
 (26,164)
 144,331
 102
 (34,719)
 109,714
 222
 (15,687)
 94,249

(See accompanying notes to the ﬁnancial statements)

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Ambler Metals LLC
Statement of Cash Flows
For the Years Ended November 30

Cash ﬂows from (used in) operang acvies
Loss for the year
Depreciaon
Lease expense
Lease payments
Equity contribuon by Trilogy
Change in working capital

Increase in deposits and prepaids
Decrease (increase) in accounts receivable and other assets
Increase (decrease) in accounts payable and accrued liabilies

Interest earned on South32 loan
Interest received on South32 loan
Cash used in operang acvies

Cash ﬂows from (used in) ﬁnancing acvies
Cash contribuon by South32
Cash from ﬁnancing acvies

Cash ﬂows from (used in) invesng acvies
Principle payment on South32 loan
Property Staking
Machinery and equipment
Vehicles
Furniture and equipment
Cash from invesng acvies

Increase (decrease) in cash
Cash - beginning of the year
Cash - end of the year

November 30, 2023
$

November 30, 2022
$

in thousands of US dollars
November 30, 2021
$

 (15,687)
 150
 265
 (267)
 111

 (442)
 (3)
 (1,164)
 —
 —
 (17,037)

 111
 111

 —
 —
 —
 —
 —
 —

 (16,926)
 80,755
 63,829

 (34,719)
 113
 264
 (263)
 51

 (193)
 (6)
 (484)
 (628)
 740
 (35,125)

 51
 51

 55,244
 (142)
 (321)
 (47)
 (110)
 54,624

 19,550
 61,205
 80,755

 (26,164)
 77
 261
 (243)
 —

 (78)
 8
 2,703
 (1,043)
 1,909
 (22,570)

 —
 —

 2,256
 (52)
 (67)
 —
 (35)
 2,102

 (20,468)
 81,673
 61,205

(See accompanying notes to the ﬁnancial statements)

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Table of Contents

Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

1.    Organizaon & basis of presentaon

Ambler  Metals  LLC  (the  “Company”  or  “Joint  Venture”),  a  Delaware  limited  liability  company,  is  a  50-50  joint  venture  between  NovaCopper  US  Inc.,  a
wholly owned subsidiary of Trilogy Metals Inc. (collecvely “Trilogy”), and South32 USA Exploraon Inc., a wholly owned subsidiary of South32 Limited
(collecvely “South32”).

The Company is engaged in the exploraon and development of mineral properes with a focus on the Upper Kobuk Mineral Projects (“UKMP”), including
the Arcc and Bornite Projects located in Northwest Alaska in the United States of America (“US” or “USA”).

On  February  11,  2020,  pursuant  to  a  contribuon  agreement  among  Trilogy,  South32  and  the  Company  (the  “Contribuon  Agreement”),  Trilogy
contributed to the Company all of Trilogy’s assets associated with the Upper Kobuk Mineral Projects ("UKMP") located in northwest Alaska in exchange for
a 50% membership interest in the Company. Simultaneously, South32 contributed $145 million cash in exchange for a 50% membership interest in the
Company.

The operaons and governance of the Joint Venture are provided for in the Company’s Limited Liability Company Agreement dated February 11, 2020 (the
“LLC Agreement”).

The mining rights, deposits and property, plant and equipment contributed to the Company from Trilogy are recognized at Trilogy’s historical carrying value
on the date of contribuon. The contribuons, including noncash contribuons, made to the Company by each respecve member on February 11, 2020
were as follows:

Respecve contribuons to the Joint Venture

Intangible assets:
Mining rights

Trilogy contributed intangible assets

Tangible assets:

Deposits
Property, plant and equipment

Trilogy contributed tangible assets

Cash

South32 contributed cash

Total capital contributed at incepon

in thousands of US dollars
$

 30,587
 30,587

 1
 618
 619

 145,000
 145,000
 176,206

As  a  result  of  these  transacons,  Trilogy  and  South32  each  have  equal  interests  in  the  Company  and  have  equal  representaon  on  the  Board  of  the
Company.

Following the formaon of the Joint Venture, on March 17, 2020 the Company loaned South32 $57.5 million secured by South32’s membership interest in
Ambler  Metals  and  guaranteed  by  South32  Internaonal  Investment  Holdings  Pty  Ltd.,  a  wholly  owned  subsidiary  of  South32.  The  loan  had  a  7-year
maturity  date  and  was  recorded  at  amorzed  cost.    The  loan  repayment  terms  were  such  that  quarterly  payments  became  due  from  South32  on  a
quarterly basis beginning in 2Q 2021 based on forecasted expenditures.  On June 21, 2022, South32 paid the full balance of the loan.

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Table of Contents

Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

The  ﬁnancial  statements  have  been  prepared  by  management  in  conformity  with  generally  accepted  accounng  principles  in  the  United  States  (“U.S.
GAAP”) on a going concern basis, which contemplates the realizaon of assets and the discharge of liabilies in the normal course of business for the
foreseeable future.

These ﬁnancial statements have been prepared pursuant to Rule 3-09 of SEC Regulaon S-X for inclusion in Trilogy’s 10-K/A, as the Company is an equity
investee of Trilogy.

2.    Summary of signiﬁcant accounng policies

Property, plant and equipment

Plant and equipment are recorded at cost and depreciaon begins when the asset is put into service. Depreciaon is calculated on a straight-line basis
over the respecve assets’ esmated useful lives. Depreciaon periods by asset class are:

Computer hardware and soware
Machinery and equipment
Furniture and equipment
Vehicles
Leasehold improvements

Mineral properes and development costs

3 years
3 - 10 years
5 - 10 years
3 years
lease term

All  direct  costs  related  to  the  acquision  of  mineral  property  interests  are  capitalized.  Mineral  property  exploraon  expenditures  are  expensed  when
incurred.  When  it  has  been  established  that  a  mineral  deposit  is  commercially  mineable,  an  economic  analysis  has  been  completed  and  permits  are
obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operaons are capitalized. Capitalized costs will
be amorzed following commencement of producon using the unit of producon method over the esmated life of proven and probable reserves.

Impairment of long-lived assets

Management assesses the possibility of impairment in the carrying value of long-lived assets whenever events or changes in circumstances indicate that
the carrying amounts of the asset or asset group may not be recoverable. Management applies judgment to assess impairment indicators that could give
rise to the requirement to conduct a formal impairment test. Events and circumstances that could trigger an impairment test include, but are not limited
to, signiﬁcant adverse changes in the business climate including signiﬁcant decreases to copper, zinc and other metal prices or signiﬁcant adverse changes
in legal factors, an accumulaon of costs signiﬁcantly in excess of the amount originally expected for the acquision or construcon of the long-lived asset,
and signiﬁcant decreases in the market prices for long-lived assets.  Management calculates the esmated undiscounted future net cash ﬂows relang to
the asset or asset group using esmated future prices, proven and probable reserves and other mineral resources, and operang, capital and reclamaon
costs. When the carrying value of an asset exceeds the related undiscounted cash ﬂows, the asset is wrien down to its esmated fair value, which is
usually determined using discounted future cash ﬂows. Management’s esmates of mineral prices, mineral resources, foreign exchange rates, producon
levels, operang, capital and reclamaon costs are subject to risk and uncertaines that may aﬀect the determinaon of the recoverability of the long-
lived asset. It is possible that material changes could occur that may adversely aﬀect management’s esmates.

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Table of Contents

Leases

Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

We  determine  if  a  contractual  arrangement  represents  or  contains  a  lease  at  incepon.  Operang  leases  are  included  in  right  of  use  assets  and  lease
liabilies on our balance sheet. Assets under ﬁnance leases are included in property, plant and equipment and the related lease liabilies in lease liabilies
on our balance sheet.

Operang and ﬁnance lease right of use assets and lease liabilies are recognized based on the present value of the future lease payments over the lease
term  at  the  commencement  date.  When  the  rate  implicit  to  the  lease  cannot  be  readily  determined,  we  ulize  the  incremental  borrowing  rate  in
determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest our Company would have to pay to
borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.

The operang lease expenses are recognized on a straight-line basis over the lease term.

Income taxes

The Company is not a taxable enty for income tax purposes. Accordingly, no recognion is given to income taxes for ﬁnancial reporng purposes. Tax on
the net income (loss) of the Company is borne by the owners through the allocaon of taxable income (loss). Net income for ﬁnancial statement purposes
may diﬀer signiﬁcantly from taxable income for the owners as a result of diﬀerences between the tax basis and ﬁnancial reporng basis of assets and
liabilies and the taxable income allocaon requirements under the shareholders agreement.

Financial instruments

Loans and receivables are recorded inially at fair value, net of transacon costs incurred, and subsequently at amorzed cost using the eﬀecve interest
rate  method.  Loans  and  receivables  consist  of  cash,  deposits,  and  loans  receivable.    Esmated  future  credit  losses  are  based  on  historical  credit  loss
experience and forward-looking consideraons.  Individual receivables are wrien oﬀ when management deem them to be uncollecble.  Further details
on credit risk are disclosed in note 9.

Other ﬁnancial liabilies include accounts payable and accrued liabilies.

Translaon of foreign currencies

Foreign denominated monetary assets and liabilies are translated into United States dollars at the exchange rate in eﬀect at the balance sheet date, and
non-monetary  assets  and  liabilies  at  the  exchange  rate  in  eﬀect  at  the  me  of  acquision  or  issue.  Income  and  expenses  are  translated  at  rates
approximang the exchange rate in eﬀect at the me of transacons. Exchange gains or losses arising on translaon are included in income or loss for the
period.

The funconal currency of the Company and the Company’s reporng currency is the United States dollar.

3.    Cash

As of November 30, 2023, included in cash is $0.2 million (2022 - $0.3 million) denominated in Canadian dollars and $63.6 million (2022 - $80.5 million)
denominated in United States dollars. The Company holds cash with a single US Financial Instuon and the majority of the cash is uninsured.

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Table of Contents

Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

4.  Property, plant and equipment

A summary of property, plant and equipment as of November 30, 2023 and November 30, 2022, is as follows:

in thousands of US dollars

Machinery and
equipment
$
 601
 321
 (206)
 716
 922
 —
 (304)
 618

Computer
hardware and
soware
$
 12
 —
 (12)
 —
 12
 —
 (12)
 —

Furniture and
Equipment
$
 35
 110
 (9)
 136
 145
 —
 (23)
 122

Vehicles 
$
 67
 47
 (44)
 70
 114
 —
 (82)
 32

Total
$
 715
 478
 (271)
 922
 1,193
 —
 (421)
 772

November 30, 2022
$
 26,899
 4,000
 30,899

Addions
$
 —
 —
 —

in thousands of US dollars
November 30, 2023
$
 26,899
 4,000
 30,899

Cost at November 30, 2021
Addions
Accumulated Depreciaon
Net book value at November 30, 2022
Cost at November 30, 2022
Addions
Accumulated Depreciaon
Net book value at November 30, 2023

5.    Mineral properes

Ambler
Bornite

a) Ambler

On February 11, 2020, the Ambler lands in Northwest Alaska, which contains the copper-zinc-lead-gold-silver Arcc Project and other mineralized targets
within  the  volcanogenic  massive  sulﬁde  belt,  were  contributed  to  Ambler  Metals  LLC  pursuant  to  the  Contribuon  Agreement.  The  Ambler  lands  are
subject to a 1% net smelter return (“NSR”) royalty that can be purchased at any me for a one-me payment of $10 million.

There were no mineral property addions during the period ended November 30, 2023.  

b) Bornite

On February 11, 2020, the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA
Regional Corporaon, Inc. (“NANA”) through the Alaska Nave Claims Selement Act, located adjacent to the Ambler lands in Northwest Alaska, were
contributed to Ambler Metals LLC pursuant to the Contribuon Agreement.

Upon  a  decision  to  proceed  with  construcon  of  a  mine  on  the  Ambler  or  Bornite  lands,  NANA  maintains  the  right  to  purchase  between  a  16%-25%
ownership  interest  in  the  mine  or  retain  a  15%  net  proceeds  royalty  which  is  payable  aer  Ambler  Metals  LLC  has  recovered  certain  historical  costs,
including capital and cost of capital. Should NANA elect to

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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

purchase an ownership interest, consideraon will be payable equal to all historical costs incurred on the properes at the elected percentage, not to be
less than zero. The pares would form a joint venture and be responsible for all future costs, including capital costs of the mine based on their pro-rata
share.

NANA would also be granted a net smelter return royalty of between 1% and 2.5% upon the execuon of a mining lease or a surface use agreement, the
amount of which is determined by the classiﬁcaon of land from which producon originates.

c) Mineral properes expense

The following table summarizes mineral properes expense incurred for the year ended November 30, 2023, November 30, 2022 and November 30, 2021.
 Lease expense for the warehouse previously classiﬁed as general and administrave of approximately $81 thousand for the years ended November 30,
2021 were reclassiﬁed to mineral property expense under project support in order to align with the current period presentaon.

Ambler Access Project
Community
Drilling
Engineering
Environmental
Geochemistry and geophysics
Land and perming
Project support
Safety and risk
Wages and beneﬁts
Mineral property expense

6.    Accounts payable and accrued liabilies

Accounts payable
Accrued salaries and vacaon
Accrued liabilies
Accounts payable and accrued liabilies

November 30, 2023
$
 8,422
 90
 323
 954
 341
 97
 841
 430
 20
 1,304
 12,822

November 30, 2022
$
 6,822
 219
 7,396
 2,002
 692
 1,172
 800
 8,613
 562
 3,805
 32,083

in thousands of US dollars
November 30, 2021
$
 2,880
 114
 3,898
 1,508
 621
 975
 1,266
 8,432
 230
 2,796
 22,720

November 30, 2023
$
 153
 1,152
 1,195
 2,500

in thousands of US dollars
November 30, 2022
$
 1,031
 845
 1,788
 3,664

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Table of Contents

7.    Leases

(a) Right of use assets

Opening balance
Amorzaon
Right of use asset

Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

November 30, 2023
$
 651
 (238)
 413

in thousands of US dollars
November 30, 2022
$
 877
 (226)
 651

In  December  2020,  the  Company  commenced  a  lease  for  their  headquarters  oﬃce  in  Anchorage,  Alaska  and  recognized  the  right  of  use  asset
approximately $816 thousand.  In August 2021, the Company commenced a new lease for a warehouse in Fairbanks, Alaska and recognized the right of use
asset of approximately $231 thousand.

(b) Lease liabilies

The  headquarters  and  warehouse  leases  are  operang  leases  ending  in  2025  and  2024,  respecvely.  There  is  an  opon  to  renew  for  both  lease
agreements.

Lease expense for the headquarters is recorded within general and administrave expense and for the warehouse is recorded within mineral property
expense and was comprised of the following components:

Operang lease costs
Variable lease costs
Operang lease costs

November 30, 2023
$
 265
 5
 270

in thousands of US dollars
November 30, 2022
$
 264
 3
 267

Variable lease costs consist primarily of the Company’s poron of common area maintenance fees including taxes.

As of November 30, 2023, the remaining lease term was 25 months for the headquarters oﬃce and 8 months for the warehouse.

Supplemental cash and non-cash informaon relang to our leases during the period ended November 30, 2023, are as follows:

● Cash paid for amounts included in the measurement of lease liabilies was approximately $267 thousand.

● Non-cash amounts included in the measurement of lease liabilies was $nil.

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Table of Contents

Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

Future minimum payments relang to the lease recognized in our balance sheet as of November 30, 2023 are as follows:

2024 to 2025
Total undiscounted lease payments
Eﬀects of discounng
Present value of lease payments recognized as lease liability

8.    Related party transacons

in thousands of US dollars
November 30, 2023
$
 453
 453
 (22)
 431

During the year ended November 30, 2023, the Company incurred $39 thousand related to support from Trilogy (2022 – $nil), $27 thousand was paid and
the remaining $12 thousand were included in accounts payable and accrued liabilies.

During the year ended November 30, 2023, the Company earned interest of $nil (2022 - $0.6 million) from South32.

9.    Financial risk management

(a) Currency risk

Currency  risk  is  the  risk  of  a  ﬂuctuaon  in  ﬁnancial  asset  and  liability  selement  amounts  due  to  a  change  in  foreign  exchange  rates.  The  Company
operates in the United States and holds a bank account denominated in Canadian currency to facilitate payments to Canadian vendors, as necessary. The
Company’s exposure to the currency risk at November 30, 2023 is limited to the Canadian dollar balances consisng of cash of approximately CDN $250
thousand and accounts payable of CDN $36 thousand. Based on a 10% change in the US-Canadian exchange rate, assuming all other variables remain
constant, the Company’s net change would be approximately $17 thousand.

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a ﬁnancial instrument fails to meet its contractual obligaons. The Company
holds cash with a single US Financial Instuon. The Company’s only signiﬁcant exposure to credit risk is equal to the balance of cash as recorded in the
ﬁnancial statements. The majority of the Company’s cash held at November 30, 2023 is uninsured. The Company does not consider any of its ﬁnancial
assets to be impaired as of November 30, 2023.

(c) Liquidity risk

Liquidity risk is the risk that the Company will encounter diﬃcules raising funds to meet its ﬁnancial obligaons as they fall due. The Company is in the
exploraon stage and does not have cash inﬂows from operaons; therefore, the Company manages liquidity risk through the terms of the LLC Agreement.

142

Table of Contents

Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted

Contractually obligated cash ﬂow requirements as of November 30, 2023 are as follows:

Accounts payable and accrued liabilies
Warehouse and oﬃce lease

(d)

Interest rate risk

Total 
$
 2,500
 453
 2,953

<1 year
$
 2,500
 246
 2,746

1-2 year
$
 —
 191
 191

in thousands of US dollars
There aer
$
 —
 —
 —

2-5 years
$
 —
 16
 16

Interest rate risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market interest rates. The
Company is exposed to interest rate risk with respect to interest earned on cash. Based on cash balances as of November 30, 2023, a 1% change in interest
rates would result in a negligible change in cash, over a 12-month period, assuming all other variables remain constant.

As we are currently in the exploraon phase, none of our ﬁnancial instruments are exposed to commodity price risk; however, the ability for our Owners
to obtain long-term ﬁnancing and its economic viability could be aﬀected by commodity price volality.

10.    Commitments and conngencies

The Company has commitments with respect to a warehouse and oﬃce lease requiring future minimum lease payments as summarized in note 7.

11.    Members’ equity

The  Company  has  been  established  as  a  limited  liability  company.  Under  the  terms  of  the  LLC  Agreement,  unless  otherwise  provided  for  in  the  LLC
Agreement, all membership interests are entled to the same beneﬁts, rights, dues and obligaons and vote on all maers.

The Company is authorized to establish a capital account for each member equal to that member’s inial capital contribuon, represented by units. The
units are vong and subject to transfer restricons as deﬁned in the LLC Agreement. As of November 30, 2023 and 2022, the Company had 2 million units,
with each of South32 and Trilogy owning 1 million units each, in exchange for the contribuons made to the Company at incepon.

As  described  in  the  LLC  Agreement,  under  certain  circumstances  a  member  shall  have  the  right  to  transfer  to  any  third  party  all  or  any  part  of  its
Membership Interest or any economic interest, (including its right to receive distribuons of cash or property from the Company). Any such transfer is
subject to the sasfacon of certain condions, and the relevant purchase price is determined pursuant to speciﬁc formulas, all as set forth in the LLC
Agreement.

143

Table of Contents

Item 16.  FORM 10-K SUMMARY

None.

144

Table of Contents

Pursuant to the requirements of Secon 13 or 15(d) of the Securies Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

SIGNATURES

TRILOGY METALS INC.

By:

/s/ Tony Giardini
Name: Tony Giardini
Title:

President and Chief Execuve Oﬃcer

Date: February 9, 2024

Pursuant  to  the  requirements  of  the  Securies  Exchange  Act  of  1934,  this  report  has  been  signed  below  by  the  following  persons  on  behalf  of  the
registrant and in the capacies and on the dates indicated:

Signature

Title

/s/ Tony Giardini
Tony Giardini

/s/ Elaine Sanders
Elaine Sanders

/s/ James Gowans
James Gowans

/s/ William Hayden
William Hayden

/s/ William Hensley
William Hensley

/s/ Gregory Lang
Gregory Lang

/s/ Janice Stairs
Janice Stairs

/s/ Diana Walters
Diana Walters

President and Chief Execuve Oﬃcer
(Principal Execuve Oﬃcer) and Director

Chief Financial Oﬃcer (Principal Financial
Oﬃcer and Principal Accounng Oﬃcer)

Director

Director

Director

Director

Director

Director

145

Date

February 9, 2024

February 9, 2024

February 9, 2024

February 9, 2024

February 9, 2024

February 9, 2024

February 9, 2024

February 9, 2024

 
 
    
    
Name of Subsidiary

 Jurisdicon of Organizaon

SUBSIDIARIES OF THE REGISTRANT

NovaCopper US Inc. (dba Trilogy Metals US)

Ambler Metals LLC (50% owned by NovaCopper US Inc.)

995 Exploraon Inc.

 Delaware

 Delaware

Delaware

Exhibit 21.1

    
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1

We hereby consent to the incorporaon by reference in the Registraon Statements on Form S-8 (No. 333-275828, No. 333-181020, No. 333-188950, No. 333-205102, No.
333-208149, No. 333-234417 and No. 333-257095) of Trilogy Metals Inc. of (i) our report dated February 8, 2024, relang to the consolidated ﬁnancial statements of Trilogy
Metals Inc., and (ii) our report dated February 8, 2024 relang to the ﬁnancial statements of Ambler Metals LLC, which appear in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants
Vancouver, Canada
February 8, 2024

CONSENT OF RICHARD GOSSE

Exhibit 23.2

I hereby consent to the inclusion in this Annual Report on Form 10-K, which is being ﬁled with the United States Securies and Exchange Commission, of references to my
name and to the use of the scienﬁc and technical informaon included in Trilogy Metals Inc.’s Annual Report on Form 10-K for the year ended November 30, 2023.

I also consent to the incorporaon by reference in Trilogy Metals Inc.’s Registraon Statements on Form S-8 (No. 333-181020, No. 333-188950, No. 333-205102, No. 333-
208149, No. 333-234417, No. 333-257095 and No. 333-275828) and the Registraon Statement on Form S-3 (No. 333-234164) of references to my name and to the use of
the scienﬁc and technical informaon included in the Annual Report on Form 10-K as described above.

DATED: February 6, 2024

/s/ Richard Gosse
Name: Richard Gosse

 
 
 
 
 
 
CONSENT OF WOOD CANADA LIMITED

Exhibit 23.3

In connecon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2023 and any amendments or supplements
and/or exhibits thereto (collecvely, the “Form 10-K”), the undersigned consents to:

i.

ii.

iii.

iv.

the  use  of  the  technical  report  summary  tled  Technical  Report  Summary  on  the  Inial  Assessment  of  the  Bornite  Mineral  Resource,
Northwest Alaska, with a report date of November 30, 2022 (the “Bornite TRS”) as referenced in the Form 10-K;

the use of the technical report summary tled Arcc Project, Technical Report Summary, Ambler Mining District, Alaska, with a report date
of November 30, 2022 (the “Arcc TRS”) as referenced in the form 10-K;

the use of and references to our name, including our status as a third-party ﬁrm comprising mining experts, (as described in Subpart 1300
of Regulaon S-K promulgated by the Securies and Exchange Commission), in connecon with the TRS, Form 10-K and the Registraon
Statements on Form S-8 (No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-205102, No. 333-188950 and No.
333-181020) (the “Registraon Statements”); and

any extracts or summaries of the Bornite TRS and Arcc TRS included or incorporated by reference in the Form 10-K and the use of any
informaon derived, summarized, quoted or referenced from the Bornite TRS and Arcc TRS, or porons thereof, that was prepared by us,
that we supervised the preparaon of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the
Form 10-K and which is incorporated by reference in the Registraon Statements.

Wood Canada Limited is responsible for authoring, and this consent pertains to, all Chapters of the Bornite TRS and Chapters 1.5, 1.6, 1.7, 1.8, 1.10,
1.11, 1.12, 1.14.5, 1.20.1, 1.20.2, 2.3, 2.4, 2.5, 2.6, 5.3.9, 6, 7.1, 7.2.1, 7.2.2, 7.2.3, 7.2.5, 7.2.6, 7.2.7, 7.2.8, 8.1.1, 8.1.3, 8.1.4, 8.1.5, 8.1.6, 8.2.1,
8.2.2, 8.2.3, 8.2.4, 8.3, 9, 11, 12, 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.7, 13.8, 13.10, 18.1.6, 18.2.2, 18.2.3, 22.3, 22.4, 22.6, 22.7, 22.8, 23.2, 23.3, 25
of the Arcc TRS.

Date: February 7, 2024

/s/ Greg Gosson
Greg Gosson, Technical Director, Geology & Compliance
Wood Canada Limited

Exhibit 23.4

CONSENT OF AUSENCO ENGINEERING CANADA ULC.

In connecon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2023 and any amendments or supplements
and/or exhibits thereto (collecvely, the “Form 10-K”), the undersigned consents to:

i.

ii.

iii.

the use of the technical report summary tled Arcc Project, Technical Report Summary, Ambler Mining District, Alaska, with a report date
of November 30, 2022 (the “Arcc TRS”) as referenced in the Form 10-K;

the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of Regulaon
S-K promulgated by the Securies and Exchange Commission), in connecon with the TRS, Form 10-K and the Registraon Statements on
Form S-8 (No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-205102, No. 333-188950 and No. 333-181020) (the
“Registraon Statements”); and

any extracts or summaries of the Arcc TRS included or incorporated by reference in the Form 10-K and the use of any informaon derived,
summarized, quoted or referenced from the Arcc TRS, or porons thereof, that was prepared by us, that we supervised the preparaon of,
and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form 10-K and which is incorporated by
reference in the Registraon Statements.

Dated February 7, 2024

/s/ Ausenco Engineering Canada ULC.
Ausenco Engineering Canada ULC.

CONSENT OF SRK CONSULTING (CANADA) INC.

Exhibit 23.5

In connecon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2023 and any amendments or supplements
and/or exhibits thereto (collecvely, the “Form 10-K”), the undersigned consents to:

i.

ii.

iii.

the use of the technical report summary tled Arcc Project, Technical Report Summary, Ambler Mining District, Alaska, with a report date
of November 30, 2022 (the “Arcc TRS”) as referenced in the Form 10-K;

the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of Regulaon
S-K promulgated by the Securies and Exchange Commission), in connecon with the TRS, Form 10-K and the Registraon Statements on
Form S-8 (No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-205102, No. 333-188950 and No. 333-181020) (the
“Registraon Statements”); and 

any extracts or summaries of the Arcc TRS included or incorporated by reference in the Form 10-K and the use of any informaon derived,
summarized, quoted or referenced from the Arcc TRS, or porons thereof, that was prepared by us, that we supervised the preparaon of,
and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form 10-K and which is incorporated by
reference in the Registraon Statements.

Date: February 6, 2024

/s/ SRK Consulng (Canada) Inc.
SRK Consulng (Canada) Inc.

Exhibit 23.6

CONSENT OF BROWN AND CALDWELL

In connecon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2023 and any amendments or supplements and/or exhibits thereto
(collecvely, the “Form 10-K”), the undersigned consents to:

i.

ii.

iii.

the use of the technical report summary tled Arcc Project, Technical Report Summary, Ambler Mining District, Alaska, with a report date of November 30, 2022
(the “Arcc TRS”) as referenced in the Form 10-K;

the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of Regulaon S-K promulgated by the
Securies and Exchange Commission), in connecon with the TRS, Form 10-K and the Registraon Statements on Form S-8 (No. 333-275828, No. 333-257095, No.
333-234417, No. 333-208149, No. 333-205102, No. 333-188950 and No. 333-181020) (the “Registraon Statements”); and

any extracts or summaries of the Arcc TRS included or incorporated by reference in the Form 10-K and the use of any informaon derived, summarized, quoted or
referenced from the Arcc TRS, or porons thereof, that was prepared by us, that we supervised the preparaon of, and/or that was reviewed and approved by us,
that is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the Registraon Statements.

DENNIS FINK / BROWN AND CALDWELL is responsible for authoring, and this consent pertains to, the following Secons of the Arcc TRS related to the water treatment
plant: 1.14.9, 1.20.7, 2.3, 15.9, 17.3.4, 17.3.6.2, 18.1.9.1, 18.2.6, 23.8, and 25.

Dated February 6, 2024

/s/ Brown and Caldwell
Brown and Caldwell

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Exhibit 31.1

I, Tony Giardini, certify that:

1. I have reviewed this annual report on Form 10-K of Trilogy Metals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;

(b)  Designed  such  internal  control  over  financial  reporting,  or  caused  such  internal  control  over  financial  reporting  to  be  designed  under  our  supervision,  to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the

disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and

5.  The  registrant’s  other  certifying  officer(s)  and  I  have  disclosed,  based  on  our  most  recent  evaluation  of  internal  control  over  financial  reporting,  to  the  registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All  significant  deficiencies  and  material  weaknesses  in  the  design  or  operation  of  internal  control  over  financial  reporting  which  are  reasonably  likely  to

adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any  fraud,  whether  or  not  material,  that  involves  management  or  other  employees  who  have  a  significant  role  in  the  registrant’s  internal  control  over

financial reporting.

Date: February 9, 2024

 By:

/s/ Tony Giardini
Tony Giardini
Chief Executive Officer

  
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Exhibit 31.2

I, Elaine Sanders, cerfy that:

1. I have reviewed this annual report on Form 10-K of Trilogy Metals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial informaon included in this report, fairly present in all material respects the ﬁnancial condion,
results of operaons and cash ﬂows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other cerfying oﬃcer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over ﬁnancial reporng (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material informaon relang to the registrant, including its consolidated subsidiaries, is made known to us by others within those enes, parcularly during the period in
which this report is being prepared;

(b) Designed such internal control over ﬁnancial reporng, or caused such internal control over ﬁnancial reporng to be designed under our supervision, to provide
reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted
accounng principles;

(c) Evaluated the eﬀecveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the eﬀecveness of the

disclosure controls and procedures, as of the end of the period covered by this report based on such evaluaon; and

(d) Disclosed in this report any change in the registrant's internal control over ﬁnancial reporng that occurred during the registrant's most recent ﬁscal quarter
(the registrant's fourth ﬁscal quarter in the case of an annual report) that has materially aﬀected, or is reasonably likely to materially aﬀect, the registrant's internal control
over ﬁnancial reporng; and

5. The registrant’s other cerfying oﬃcer(s) and I have disclosed, based on our most recent evaluaon of internal control over ﬁnancial reporng, to the registrant’s auditors
and the audit commiee of the registrant’s board of directors (or persons performing the equivalent funcons):

(a)  All  signiﬁcant  deﬁciencies  and  material  weaknesses  in  the  design  or  operaon  of  internal  control  over  ﬁnancial  reporng  which  are  reasonably  likely  to

adversely aﬀect the registrant’s ability to record, process, summarize and report ﬁnancial informaon; and

(b) Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant’s internal control over ﬁnancial

reporng.

Date: February 9, 2024

By:

/s/ Elaine Sanders
Elaine Sanders
Chief Financial Oﬃcer

  
 
CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1

In connecon with the Annual Report of Trilogy Metals Inc. (the “Company”) on Form 10-K for the year ended November 30, 2023, as ﬁled with the Securies and Exchange
Commission on the date hereof (the “Report”), I, Tony Giardini, Chief Execuve Oﬃcer of the Company, cerfy that:

1. The Report fully complies with the requirements of Secon 13(a) or 15(d) of the Securies Exchange Act of 1934; and

2. The informaon contained in the Report fairly presents, in all material respects, the ﬁnancial condion and results of operaons of the Company.

Date: February 9, 2024

By:

/s/ Tony Giardini
Tony Giardini
Chief Execuve Oﬃcer

  
  
CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2

In connecon with the Annual Report of Trilogy Metals Inc. (the “Company”) on Form 10-K for the year ended November 30, 2023, as ﬁled with the Securies and Exchange
Commission on the date hereof (the “Report”), I, Elaine Sanders, Chief Financial Oﬃcer of the Company, cerfy that:

1. The Report fully complies with the requirements of Secon 13(a) or 15(d) of the Securies Exchange Act of 1934; and

2. The informaon contained in the Report fairly presents, in all material respects, the ﬁnancial condion and results of operaons of the Company.

Date: February 9, 2024

By:

/s/ Elaine Sanders
Elaine Sanders
Chief Financial Oﬃcer

  
  
TRILOGY METALS INC.

INCENTIVE COMPENSATION RECOVERY POLICY

Exhibit 97.1

1.

Introducon.

The Board of Directors of Trilogy Metals Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to
create  and  maintain  a  culture  that  emphasizes  integrity  and  accountability  and  that  reinforces  the  Company's  compensaon  philosophy.
The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incenve compensaon in the event
that  the  Company  is  required  to  prepare  an  accounng  restatement  due  to  material  noncompliance  of  the  Company  with  any  ﬁnancial
reporng requirements under the federal securies laws (the “Policy”). This Policy is designed to comply with Secon 10D of the Securies
Exchange  Act  of  1934,  as  amended  (the  “Exchange  Act”),  related  rules  and  the  lisng  standards  of  the  NYSE  American  or  any  other
securies exchange on which the Company’s shares are listed in the future.

2.

Administraon.

This Policy shall be administered by the Board or, if so designated by the Board, the Compensaon Commiee (the “Commiee”), in which
case, all references herein to the Board shall be deemed references to the Commiee. Any determinaons made by the Board shall be ﬁnal
and binding on all aﬀected individuals.

3.

Covered Execuves.

Unless  and  unl  the  Board  determines  otherwise,  for  purposes  of  this  Policy,  the  term  “Covered Execuve”  means  a  current  or  former
employee who is or was idenﬁed by the Company as the Company’s president, principal ﬁnancial oﬃcer, principal accounng oﬃcer (or if
there is no such accounng oﬃcer, the controller), any vice-president of the Company in charge of a principal business unit, division, or
funcon (such as sales, administraon, or ﬁnance), any other oﬃcer who performs a policy-making funcon, or any other person (including
any execuve oﬃcer of the Company’s subsidiaries or aﬃliates) who performs similar policy-making funcons for the Company.  “Policy-
making funcon” excludes policy-making funcons that are not signiﬁcant.   “Covered Execuves” will include, at minimum, the execuve
oﬃcers idenﬁed by the Company pursuant to Item 401(b) of Regulaon S-K of the Exchange Act.  For the avoidance of doubt, “Covered
Execuves” will include at least the following Company oﬃcers:  Chief Execuve Oﬃcer and Chief Financial Oﬃcer.

This Policy covers Incenve Compensaon received by a person aer beginning service as a Covered Execuve and who served as a Covered
Execuve at any me during the performance period for that Incenve Compensaon.

4.

Recovery: Accounng Restatement.

In the event of an “Accounng Restatement,” the Company will recover reasonably promptly any excess Incenve Compensaon received
by any Covered Execuve during the three completed

1

ﬁscal years immediately preceding the date on which the Company is required to prepare an Accounng Restatement, including transion
periods resulng from a change in the Company’s ﬁscal year as provided in Rule 10D-1 of the Exchange Act.  Incenve Compensaon is
deemed “received” in the Company’s ﬁscal period during which the Financial Reporng Measure speciﬁed in the Incenve Compensaon
award is aained, even if the payment or grant of the Incenve Compensaon occurs aer the end of that period.

(a)

Deﬁnion of Accounng Restatement.

For  the  purposes  of  this  Policy,  an  “Accounng  Restatement”  means  the  Company  is  required  to  prepare  an  accounng
restatement of its ﬁnancial statements ﬁled with the Securies and Exchange Commission (the “SEC”) due to the Company’s
material noncompliance with any ﬁnancial reporng requirements under the federal securies laws (including any required
accounng restatement to correct an error in previously issued ﬁnancial statements that is material to the previously issued
ﬁnancial statements, or that would result in a material misstatement if the error were corrected in the current period or le
uncorrected in the current period).

The  determinaon  of  the  me  when  the  Company  is  “required”  to  prepare  an  Accounng  Restatement  shall  be  made  in
accordance with applicable SEC and naonal securies exchange rules and regulaons.

An  Accounng  Restatement  does  not  include  situaons  in  which  ﬁnancial  statement  changes  did  not  result  from  material
non-compliance with ﬁnancial reporng requirements, such as, but not limited to retrospecve: (i) applicaon of a change in
accounng  principles;  (ii)  revision  to  reportable  segment  informaon  due  to  a  change  in  the  structure  of  the  Company’s
internal  organizaon;  (iii)  reclassiﬁcaon  due  to  a  disconnued  operaon;  (iv)  applicaon  of  a  change  in  reporng  enty,
such as from a reorganizaon of enes under common control; (v) adjustment to provision amounts in connecon with a
prior business combinaon; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital
structure.

(b)

Deﬁnion of Incenve Compensaon.

For  purposes  of  this  Policy,  “Incenve Compensaon”  means  any  compensaon  that  is  granted,  earned,  or  vested  based
wholly or in part upon the aainment of a Financial Reporng Measure, including, for example, bonuses or awards under the
Company’s  short  and  long-term  incenve  plans,  grants  and  awards  under  the  Company’s  equity  incenve  plans,  and
contribuons of such bonuses or awards to  the Company’s deferred compensaon plans or other employee beneﬁt plans.
  Incenve  Compensaon  does  not  include  awards  which  are  granted,  earned  and  vested  without  regard  to  aainment  of
Financial  Reporng  Measures,  such  as  me-vesng  awards,  discreonary  awards  and  awards  based  wholly  on  subjecve
standards, strategic measures or operaonal measures.

2

(c)

Financial Reporng Measures.

“Financial Reporng Measures” are those that are determined and presented in accordance with the accounng principles
used in preparing the Company’s ﬁnancial statements (including non-GAAP ﬁnancial measures) and any measures derived
wholly or in part from such ﬁnancial measures. For the avoidance of doubt, Financial Reporng Measures include stock price
and total shareholder return.  A measure need not be presented within the ﬁnancial statements or included in a ﬁling with
the SEC to constute a Financial Reporng Measure for purposes of this Policy.

(d)

Excess Incenve Compensaon: Amount Subject to Recovery.

The amount(s) to be recovered from the Covered Execuve will be the amount(s) by which the Covered Execuve’s Incenve
Compensaon for the relevant period(s) exceeded the amount(s) that the Covered Execuve otherwise would have received
had  such  Incenve  Compensaon  been  determined  based  on  the  restated  amounts  contained  in  the  Accounng
Restatement.  All amounts shall be computed without regard to taxes paid.

For Incenve Compensaon based on Financial Reporng Measures such as stock price or total shareholder return, where
the  amount  of  excess  compensaon  is  not  subject  to  mathemacal  recalculaon  directly  from  the  informaon  in  an
Accounng Restatement, the Board will calculate the amount to be reimbursed based on a reasonable esmate of the eﬀect
of the Accounng Restatement on such Financial Reporng Measure upon which the Incenve Compensaon was received.
The  Company  will  maintain  documentaon  of  that  reasonable  esmate  and  will  provide  such  documentaon  to  the
applicable naonal securies exchange.

(e)

Method of Recovery.

The  Board  will  determine,  in  its  sole  discreon,  the  method(s)  for  recovering  reasonably  promptly  excess  Incenve
Compensaon  hereunder,  subject  to  applicable  law.    Such  methods  may  include,  without  limitaon,  subject  to  applicable
law:

(i)

(ii)

(iii)

requiring reimbursement of compensaon previously paid;

forfeing any compensaon contribuon made under the Company’s  deferred  compensaon  plans,  as  well  as  any
matching amounts and earnings thereon;

oﬀseng the recovered amount from any compensaon that the Covered Execuve may earn or be awarded in the
future (including, for the avoidance of doubt, recovering amounts earned or awarded in the future to such individual
equal to compensaon paid or deferred into tax–qualiﬁed plans or plans subject to the Employee Rerement Income
Security Act of

3

1974 (collecvely, “Exempt Plans”); provided that, no such recovery will be made from amounts held in any Exempt
Plan of the Company);

(iv)

taking any other remedial and recovery acon permied by law, as determined by the Board; or

(v)

some combinaon of the foregoing.

5.

No Indemniﬁcaon or Advance.

Subject  to  applicable  law,  the  Company  shall  not  indemnify,  including  by  paying  or  reimbursing  for  premiums  for  any  insurance  policy
covering any potenal losses, any Covered Execuves against the loss of any erroneously awarded Incenve Compensaon, nor shall the
Company  advance  any  costs  or  expenses  to  any  Covered  Execuves  in  connecon  with  any  acon  to  recover  excess  Incenve
Compensaon.

6.

Interpretaon.

The Board is authorized to interpret and construe this Policy and to make all determinaons necessary, appropriate or advisable for the
administraon of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of
Secon 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any naonal securies exchange on which the
Company's securies are listed.

7.

Eﬀecve Date.

The Board adopted this Policy on October 13, 2023. This Policy applies to Incenve Compensaon received by Covered Execuves on or
aer  October  2,  2023  (the  “Eﬀecve  Date”)  that  results  from  aainment  of  a  Financial  Reporng  Measure  based  on  or  derived  from
ﬁnancial  informaon  for  any  ﬁscal  period  ending  on  or  aer  the  Eﬀecve  Date.    In  addion,  this  Policy  is  intended  to  be  and  will  be
incorporated as an essenal term and condion of any Incenve Compensaon agreement, plan or program that the Company establishes
or maintains on or aer the Eﬀecve Date.

8.

Amendment and Terminaon.

The Board may amend this Policy from me to me in its discreon, and shall amend this Policy as it deems necessary to reﬂect changes in
regulaons adopted by the SEC under Secon 10D of the Exchange Act and to comply with any rules or standards adopted by the NYSE
American or any other securies exchange on which the Company’s shares are listed in the future.

9.

Other Recovery Rights.

The  Board  intends  that  this  Policy  will  be  applied  to  the  fullest  extent  of  the  law.  Upon  receipt  of  this  Policy,  each  Covered  Execuve  is
required to complete the Receipt and Acknowledgement aached as Schedule A to this Policy. The Board may require that any employment
agreement or similar agreement relang to Incenve Compensaon received on or aer the Eﬀecve Date shall, as a condion to the grant
of any beneﬁt thereunder, require a Covered Execuve to agree to abide

4

by the terms of this Policy. Any right of recovery under this Policy is in addion to, and not in lieu of, any (i) other remedies or rights of
compensaon recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or
similar agreement relang to Incenve Compensaon, unless any such agreement expressly prohibits such right of recovery, and (ii)  any
other legal remedies available to the Company.  The provisions of this Policy are in addion to (and not in lieu of) any rights to repayment
the Company may have under Secon 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.

10.

Impraccability.

The Company shall recover any excess Incenve Compensaon in accordance with this Policy, except to the extent that certain condions
are met and the Board has determined that such recovery would be impraccable, all in accordance with Rule 10D-1 of the Exchange Act
and the NYSE American or any other securies exchange on which the Company’s shares are listed in the future.

11.

Successors.

This Policy shall be binding upon and enforceable against all Covered Execuves and their beneﬁciaries, heirs, executors, administrators or
other legal representaves.

5

Schedule A

INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
RECEIPT AND ACKNOWLEDGEMENT

I,  __________________________________________,  hereby  acknowledge  that  I  have  received  and  read  a  copy  of  the  Incenve
Compensaon Recovery Policy. As a condion of my receipt of any Incenve Compensaon as deﬁned in the Policy, I hereby agree to the
terms of the Policy. I further agree that if recovery of excess Incenve Compensaon is required pursuant to the Policy, the Company shall,
to the fullest extent permied by governing laws, require such recovery from me up to the amount by which the Incenve Compensaon
received by me, and amounts paid or payable pursuant or with respect thereto, constuted excess Incenve Compensaon.  If any such
reimbursement, reducon, cancelaon, forfeiture, repurchase, recoupment, oﬀset against future grants or awards and/or other method of
recovery does not fully sasfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.

Signature

Date

6