Trilogy Metals Inc. Annual Report 2024

FY2024 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
For the Fiscal Year Ended November 30, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the TransiƟon Period from       to
Commission File Number: 1-35447
TRILOGY METALS INC.
(Exact Name of Registrant as Speciﬁed in Its Charter)
BriƟsh Columbia
98-1006991
(State or Other JurisdicƟon of
(I.R.S. Employer
IncorporaƟon or OrganizaƟon)
IdenƟﬁcaƟon No.)
Suite 901, 510 Burrard Street
Vancouver, BriƟsh Columbia
Canada
V6C 3A8
(Address of Principal ExecuƟve Oﬃces)
(Zip Code)
(604) 638-8088
(Registrant’s Telephone Number, Including Area Code)
Title of Each Class
    
Trading Symbol
    
Name of Each Exchange on Which Registered
Common Shares, no par value
TMQ
NYSE AMERICAN
SecuriƟes registered pursuant to SecƟon 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the SecuriƟes Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to ﬁle reports pursuant to SecƟon 13 or SecƟon 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by SecƟon 13 or 15(d) of the SecuriƟes 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 submiƩed electronically every InteracƟve Data File required to be submiƩed pursuant to Rule 405 of RegulaƟon 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 reporƟng company, or emerging growth company. See the deﬁniƟons of “large
accelerated ﬁler,” “accelerated ﬁler,” “smaller reporƟng company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Accelerated Filer ☐
Non-accelerated Filer ☒
Smaller reporƟng company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transiƟon period for complying with any new or revised ﬁnancial accounƟng standards provided pursuant
to SecƟon 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has ﬁled a report on and aƩestaƟon to its management's assessment of the eﬀecƟveness of its internal control over ﬁnancial reporƟng under SecƟon 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounƟng ﬁrm that prepared or issued its audit report.  ☐
If securiƟes are registered pursuant to SecƟon 12(b) of the Act, indicate by check mark whether the ﬁnancial statements of the registrant included in the ﬁling reﬂect the correcƟon of an error to previously issued
ﬁnancial statements. ☐
Indicate by check mark whether any of those error correcƟons are restatements that required a recovery analysis of incenƟve-based compensaƟon received by any of the registrant’s execuƟve 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, 2024, the aggregate market value of the registrant’s Common Shares held by non-aﬃliates was approximately $99.8 million. As of February 14, 2025, the registrant had 163,941,185 Common Shares, no par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain porƟons of the registrant's deﬁniƟve proxy statement to be ﬁled with the SecuriƟes and Exchange Commission pursuant to RegulaƟon 14A not later than March 28, 2025, in connecƟon with the registrant’s
2025 annual meeƟng of shareholders, are incorporated herein by reference into Part III of this Annual Report on Form 10-K.

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2
TRILOGY METALS INC.
TABLE OF CONTENTS
Page
CURRENCY
3
 
FORWARD-LOOKING STATEMENTS
3
 
PART I
6
  
 
Item 1.
BUSINESS
6
Item 1A.
RISK FACTORS
12
Item 1B.
UNRESOLVED STAFF COMMENTS
25
Item 1C.
CYBERSECURITY
25
Item 2.
PROPERTIES
26
Item 3.
LEGAL PROCEEDINGS
86
Item 4.
MINE SAFETY DISCLOSURES
86
 
PART II
87
 
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
87
Item 6.
[RESERVED]
96
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
97
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
108
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
109
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
130
Item 9A.
CONTROLS AND PROCEDURES
130
Item 9B.
OTHER INFORMATION
130
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
130
 
PART III
131
 
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
131
Item 11.
EXECUTIVE COMPENSATION
131
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
131
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
131
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
132
 
PART IV
132
 
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
132
Item 16.
FORM 10-K SUMMARY
148

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3
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 BriƟsh Columbia corporaƟon, either alone or together with its subsidiaries as the context requires, as of November 30, 2024.
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 informaƟon discussed in this Annual Report on Form 10-K includes “forward-looking informaƟon” and “forward-looking statements” within the meaning
of SecƟon 21E of the SecuriƟes Exchange Act of 1934 (the “Exchange Act”), and applicable Canadian securiƟes laws. These forward-looking statements may
include statements regarding perceived merit of properƟes, exploraƟon results and budgets, mineral reserves and resource esƟmates, work programs, capital
expenditures, operaƟng costs, cash ﬂow esƟmates, producƟon esƟmates and similar statements relaƟng to the economic viability of a project, Ɵmelines,
strategic plans, statements relaƟng anƟcipated acƟvity with respect to the Ambler Mining District Industrial Access Project (“Ambler Access Project” or “AAP”),
the Company’s plans and expectaƟons relaƟng to the Upper Kobuk Mineral Projects (as deﬁned herein), compleƟon of transacƟons, market prices for precious
and base metals, the results of the NI 43-101 ArcƟc Report and S-K 1300 ArcƟc Report (as deﬁned herein), the results of the NI 43-101 Bornite Report and S-K
1300 Bornite Report (as deﬁned herein), or other statements that are not statements of fact. These statements relate to analyses and other informaƟon that
are based on forecasts of future results, esƟmates of amounts not yet determinable and assumpƟons of management.
Statements concerning mineral resource esƟmates may also be deemed to consƟtute “forward-looking statements” to the extent that they involve esƟmates
of the mineralizaƟon that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predicƟons,
expectaƟons, beliefs, plans, projecƟons, objecƟves, assumpƟons or future events or performance (oŌen, but not always, idenƟﬁed by words or phrases such
as “expects”, “is expected”, “anƟcipates”, “believes”, “plans”, “projects”, “esƟmates”, “assumes”, “intends”, “strategy”, “goals”, “objecƟves”, “potenƟal”,
“possible” or variaƟons thereof or staƟng that certain acƟons, events, condiƟons or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur
or be achieved, or the negaƟve 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, uncertainƟes and other factors that could cause actual events or results to
diﬀer from those reﬂected in the forward-looking statements, including, without limitaƟon:
●
risks related to inability to deﬁne proven and probable reserves;
●
risks related to our ability to ﬁnance the development of our mineral properƟes through external ﬁnancing, strategic alliances, the sale of property
interests or otherwise;
●
uncertainty as to whether there will ever be producƟon at the Company’s mineral exploraƟon and development properƟes;
●
risks related to our ability to commence producƟon and generate material revenues or obtain adequate ﬁnancing for our planned exploraƟon and
development acƟviƟes;
●
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 exploraƟon acƟviƟes at our mineral properƟes;

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4
●
risks related to our dependence on a third party for the development of our projects;
●
none of the Company’s mineral properƟes are in producƟon or are under development;
●
commodity price ﬂuctuaƟons;
●
uncertainty related to Ɵtle to our mineral properƟes;
●
our history of losses and expectaƟon of future losses;
●
risks related to increases in demand for equipment, skilled labor and services needed for exploraƟon and development of mineral properƟes and
related cost increases;
●
uncertainƟes relaƟng to the assumpƟons underlying our resource esƟmates, such as metal pricing, metallurgy, mineability, marketability and
operaƟng 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 unanƟcipated
diﬃculƟes with or interrupƟons in development, construcƟon or producƟon;
●
uncertainty related to successfully acquiring commercially mineable mineral rights;
●
risks and uncertainƟes relaƟng to the interpretaƟon of drill results, the geology, grade and conƟnuity of our mineral deposits;
●
risks related to governmental regulaƟon and permits, including environmental regulaƟon, 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 properƟes will not be available on a Ɵmely
basis or at all;
●
risks related to the need for reclamaƟon acƟviƟes on our properƟes and uncertainty of cost esƟmates related thereto;
●
risks related to the acquisiƟon and integraƟon of operaƟons or projects;
●
risks related to industry compeƟƟon in the acquisiƟon of exploraƟon properƟes and the recruitment and retenƟon of qualiﬁed personnel;
●
our need to aƩract and retain qualiﬁed management and technical personnel;
●
risks related to conﬂicts of interests of some of our directors and oﬃcers;
●
risks related to potenƟal future liƟgaƟon;
●
risks related to market events and general economic condiƟons;
●
risks related to future sales or issuances of equity securiƟes decreasing the value of exisƟng Trilogy common shares (“Common Shares”), diluƟng
voƟng power and reducing future earnings per share;
●
risks related to the voƟng power of our major shareholders and the impact that a sale by such shareholders may have on our share price;

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5
●
uncertainty as to the volaƟlity in the price of the Company’s Common Shares;
●
the Company’s expectaƟon 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 organizaƟons;
●
uncertainty as to our ability to maintain the adequacy of internal control over ﬁnancial reporƟng as per the requirements of SecƟon 404 of the
Sarbanes-Oxley Act (“SOX”); and
●
increased regulatory compliance costs, associated with rules and regulaƟons promulgated by the United States SecuriƟes and Exchange Commission
(“SEC”), Canadian SecuriƟes Administrators, the NYSE American, the Toronto Stock Exchange (“TSX”), and the Financial AccounƟng Standards Boards,
and more speciﬁcally, our eﬀorts to comply with the Dodd-Frank Wall Street Reform and Consumer ProtecƟon Act (“Dodd-Frank”).
This list is not exhausƟve 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 condiƟons may diﬀer materially from those reﬂected in the forward-
looking statements due to a variety of risks, uncertainƟes and other factors, including, without limitaƟon, those referred to in this report under the heading
“Risk Factors” and elsewhere.
Our forward-looking statements are based on the beliefs, expectaƟons and opinions of management on the date the statements are made. In connecƟon with
the forward-looking statements contained herein, we have made certain assumpƟons about our business, including about:
●
our ability to achieve producƟon at our ArcƟc and Bornite Projects (as deﬁned herein);
●
the accuracy of our mineral resource esƟmates;
●
the results, costs and Ɵming of future exploraƟon drilling and engineering;
●
Ɵming and receipt of approvals, consents and permits under applicable legislaƟon;
●
the adequacy of our ﬁnancial resources;
●
the receipt of third party contractual, regulatory and governmental approvals for the exploraƟon, development, construcƟon and producƟon of our
properƟes;
●
our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;
●
conƟnued good relaƟonships with South32 (as deﬁned below), local communiƟes and other stakeholders;
●
there being no signiﬁcant disrupƟons aﬀecƟng operaƟons, whether relaƟng to labor, supply, power, damage to equipment or other maƩers;
●
expected trends and speciﬁc assumpƟons regarding metal prices and currency exchange rates; and
●
prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels.

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6
We have also assumed that no signiﬁcant events will occur outside of our normal course of business. Although we have aƩempted to idenƟfy important
factors that could cause actual acƟons, events or results to diﬀer materially from those described in forward-looking statements, there may be other factors
that cause acƟons, events or results not to be as anƟcipated, esƟmated or intended. We believe that the assumpƟons 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 obligaƟon to update forward-looking
statements if circumstances or management’s beliefs, expectaƟons 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 cauƟonary
statements.
TECHNICAL INFORMATION
Richard Gosse, a Qualiﬁed Person under NI 43-101 and S-K 1300 (as deﬁned herein) and an employee and Vice President ExploraƟon of the Company has
reviewed and approved the scienƟﬁc and technical informaƟon contained in this Annual Report on Form 10-K.
PART I
Item 1.     BUSINESS
Our principal business is the exploraƟon 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) ArcƟc Project, which contains a
high-grade polymetallic volcanogenic massive sulﬁde (“VMS”) deposit (“ArcƟc Project”); and (ii) Bornite Project, which contains a carbonate-hosted copper
deposit (“Bornite Project”). Our goals include expanding mineral resources and advancing the UKMP Projects through technical, engineering and feasibility
studies so that producƟon 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 exploraƟon through a wholly owned
subsidiary, 995 ExploraƟon Inc.
Name, Address and IncorporaƟon
Trilogy Metals Inc. was incorporated on April 27, 2011 under the name NovaCopper Inc. pursuant to the terms of the Business CorporaƟons Act (BriƟsh
Columbia). NovaCopper Inc. changed its name to Trilogy Metals Inc. on September 1, 2016 to beƩer reﬂect its diversiﬁed metals resource base. Our registered
oﬃce is located at Suite 3500, 1133 Melville Street, The Stack, Vancouver, BriƟsh Columbia, Canada, and our execuƟve oﬃce is located at Suite 901, 510
Burrard Street, Vancouver, BriƟsh Columbia, Canada.

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7
Corporate OrganizaƟon Chart
The following chart depicts our corporate structure together with the jurisdicƟon of incorporaƟon of our subsidiaries at November 30, 2024. 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
esƟmates with respect to the ArcƟc 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 exploraƟon phase, is cyclical. ExploraƟon acƟviƟes are conducted primarily during snow-free months in Alaska. The opƟmum 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 elevaƟons and from July through September at higher elevaƟons.
Trilogy’s Strategy
Our business strategy is focused on creaƟng value for stakeholders through our ownership and advancement of the ArcƟc Project and exploraƟon and
advancement of the Bornite Project with our joint venture partner, South32, and through the pursuit of similarly aƩracƟve mining projects. We plan to:
●
advance the ArcƟc Project towards development with key acƟviƟes including increased deﬁniƟon of the NI 43-101 and S-K 1300 mineral resources
and reserves contained in the ArcƟc Feasibility Study, addiƟonal metallurgical and geotechnical studies and the advancement of baseline
environmental studies;

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8
●
advance exploraƟon in the Ambler Mining District and, in parƟcular, at the Bornite Project, pursuant to the NANA Agreement (as more parƟcularly
described under “History of Trilogy – Agreement with NANA Regional CorporaƟon”) through resource development and iniƟal technical studies; and
●
pursue project level or corporate transacƟons that are value accreƟve.
Signiﬁcant Developments in 2024
●
On April 22, 2024, the Company announced that the United States Bureau of Land Management (“BLM”) had ﬁled the ﬁnal Supplemental
Environmental Impact Statement (“Final SEIS”) for the AAP on its website. The Final SEIS idenƟﬁed “No AcƟon” as the BLM’s preferred alternaƟve.
The proponent for the AAP is AIDEA which is a public corporaƟon of the State of Alaska. AIDEA’s purpose is to promote, develop, and advance the
general prosperity and economic welfare of the people of Alaska. AIDEA strongly objected to the process used by the BLM to reach a “No AcƟon”
decision as well as the eﬀect of the decision which illegally blocks access to statehood lands, minerals, and federally patented mining claims. On May
8, 2024, NANA Regional CorporaƟon, Inc. announced its withdrawal from further involvement with the AAP and stated its intenƟons to not renew
the surface access permit with AIDEA upon its expiry this year.
●
On June 28, 2024, the BLM issued the Record of Decision conﬁrming its selecƟon of the No AcƟon AlternaƟve and thus denied AIDEA’s applicaƟon
for a Right-Of-Way grant (“ROW Grant”) across BLM-managed lands and terminated the BLM ROW Grant issued to AIDEA on January 5, 2021. Ambler
Metals is working with AIDEA on next steps.
●
In the months of May and June 2024, Ambler Metals returned a total of $25 million excess cash to Trilogy for ease of cash management.
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 ArcƟc Project and an updated resource for the
Bornite Project, and ﬁled NI 43-101 technical reports for both projects with the Canadian securiƟes regulators.  In addiƟon, 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. AŌer 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 acƟviƟes at the UKMP with the Bornite camp opening.
●
On October 19, 2023, the Company announced that the BLM had ﬁled the draŌ Supplemental Environmental Impact Statement (“SEIS”) on its
website hƩps://eplanning.blm.gov/eplanning-ui/project/57323/570 and anƟcipated being in the federal register on October 20, 2023. The draŌ SEIS
was open for a 60-day public comment period, unƟl December 19, 2023. The BLM reconﬁrmed they anƟcipate a ﬁnal SEIS is expected in the ﬁrst
quarter of 2024, and a Record of Decision within the second quarter of 2024.

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9
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 acƟviƟes 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 moƟon 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 addiƟonal supplemental work on the FEIS.  The moƟon also indicated that the DOI
has requested that the lawsuits ﬁled against the DOI by a coaliƟon of naƟonal and Alaska environmental non-government organizaƟons 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.
●
On June 8, 2022, the Company announced that Ambler Metals had commenced mobilizaƟon for the upcoming exploraƟon ﬁeld program at the
UKMP.
●
On September 21, 2022, the Company announced that the BLM had published in the Federal Register a NoƟce 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, addiƟonal impacts and
resources related to idenƟﬁed deﬁciencies should be more thoroughly assessed to facilitate integraƟng the BLM’s NaƟonal Environmental
Policy Act (“NEPA”) analysis with its ongoing Alaska NaƟonal Interest Lands ConservaƟon Act SecƟon 810 and NaƟonal Historic PreservaƟon
Act SecƟon 106 processes;
●
Input by Alaska NaƟve Tribes and CorporaƟons will conƟnue to be of criƟcal importance and that BLM will conƟnue to consult with these
enƟƟes under applicable guidance; and
●
PreparaƟon of the SEIS in compliance with NEPA will addiƟonally help the BLM to fulﬁll its obligaƟons under applicable law.
●
On November 23, 2022, the Company announced that the BLM submiƩed a status report in accordance with the Voluntary Remand dated May 17,
2022 staƟng that the comment period ended on November 4, 2022 for the scoping process of the SEIS and that the BLM currently anƟcipates
publishing a draŌ SEIS during the second quarter of calendar year 2023, which will be open for public comment upon publicaƟon. The BLM also
anƟcipates publishing a ﬁnal SEIS, conducƟng ﬁnal pre-decision consultaƟon with Alaska NaƟve Tribes and CorporaƟons, and issuing a Record of
Decision, all within the fourth quarter of calendar year 2023.

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10
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 ScoƟa) 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 beƩer 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 CorporaƟon
On October 19, 2011, NANA Regional CorporaƟon, Inc. (“NANA”), an Alaska NaƟve CorporaƟon headquartered in Kotzebue, Alaska, and Trilogy Metals US
entered an ExploraƟon Agreement and OpƟon Agreement (as amended, the “NANA Agreement”) for the cooperaƟve development of NANA’s respecƟve
resource interests in the Ambler Mining District of Northwest Alaska. Upon the formaƟon of Ambler Metals, the Company assigned its rights and obligaƟons
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 exploraƟon and any future development of this high-grade and prospecƟve 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 NaƟve
Claims SeƩlement Act (“ANCSA”) lands (each as deﬁned in the NANA Agreement) and in connecƟon therewith, to construct and uƟlize temporary access
roads, camps, airstrips and other incidental works.  In consideraƟon 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 connecƟon with its operaƟons on
the Bornite lands, ANCSA lands and Ambler lands (as deﬁned in the NANA Agreement) (collecƟvely, the “Lands”). The NANA Agreement has a term of 20 years,
with an opƟon in favour of Ambler Metals to extend the term for an addiƟonal 10 years. The NANA Agreement may be terminated by mutual agreement of
the parƟes 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 draŌ environmental impact statement, Ambler Metals decides to
proceed with construcƟon of a mine on the Lands, Ambler Metals will noƟfy NANA in wriƟng 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 operaƟng, capital and carrying costs). The cost to exercise such back-in-right is equal to the
percentage interest in the project mulƟplied by the diﬀerence between (i) all costs incurred by Ambler Metals or its aﬃliates on the project, including
historical costs incurred prior to the date of the NANA Agreement together with interest on the costs; and (ii) $40 million (subject to excepƟons). This amount
will be payable by NANA to Ambler Metals in cash at the Ɵme the parƟes 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 parƟes will as soon as reasonably pracƟcable 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 formaƟon of the joint venture, the joint venture will
assume all of the obligaƟons of Ambler Metals and be enƟtled to all the beneﬁts of Ambler Metals under the NANA Agreement in connecƟon with the mine to
be developed and the related Lands. A party’s failure to pay its proporƟonate share of costs in connecƟon with the joint

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11
venture will result in diluƟon 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 granƟng 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 connecƟon 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 producƟon from the Bornite lands and a 2.5% net smelter royalty as to producƟon from the ANCSA lands. If Ambler Metals decides to proceed
with construcƟon 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 consideraƟon for the grant of such surface use rights, Ambler
Metals will grant NANA a 1% net smelter royalty on producƟon and an annual payment of $755 per acre as adjusted for inﬂaƟon each year beginning with the
second anniversary of the eﬀecƟve date of the NANA Agreement and for each of the ﬁrst 400 acres (and $100 for each addiƟonal acre) of the lands owned by
NANA and used for access which are disturbed and not reclaimed.
Ambler Metals has formed an oversight commiƩee with NANA, which consists of four representaƟves from each of Ambler Metals and NANA (the “Oversight
CommiƩee”). The Oversight CommiƩee is responsible for certain planning and oversight maƩers carried out by us under the NANA Agreement.  The planning
and oversight maƩers that are the subject of the NANA Agreement will be determined by majority vote.  The representaƟves of each of Ambler Metals and
NANA aƩending a meeƟng will have one vote in the aggregate and in the event of a Ɵe, the Ambler Metals representaƟves jointly shall have a deciding vote on
all maƩers other than Subsistence MaƩers, as that term is deﬁned in the NANA Agreement. There shall be no deciding vote on Subsistence MaƩers and
Ambler Metals may not proceed with such maƩers unless approved by majority vote of the Oversight CommiƩee 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 objecƟve 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 accounƟng. See
“ExecuƟve Oﬃcers of Trilogy” for details as to the speciﬁc skills and knowledge of our directors and management.
Environmental ProtecƟon
Mining is an extracƟve 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 operaƟons by developing natural resources for the beneﬁt of our employees, shareholders and
communiƟes 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 collaboraƟons with local communiƟes in Alaska, including NaƟve 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 acƟviƟes and operaƟons will be managed for compliance with applicable laws and regulaƟons. In the absence of regulaƟon, best
management pracƟces 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 regulaƟons applicable to our operaƟons and potenƟal negaƟve eﬀects of these laws and
regulaƟons, see Item 1A. Risk Factors, and Item 2 ProperƟes, Environmental, Permiƫng, Social and Closure ConsideraƟons below.

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12
Employees
As of November 30, 2024, we had 5 full-Ɵme employees, all except our CEO, were employed at our execuƟve oﬃce in Vancouver, BC.  We have entered into
execuƟve employment agreements with the CEO and CFO (each as deﬁned herein).  
InformaƟon About Our ExecuƟve Oﬃcers
As of November 30, 2024, we had two execuƟve oﬃcers, namely Tony Giardini and Elaine Sanders. The following informaƟon is presented as of November 30,
2024.
Name and Residence
    
Age     
Held Oﬃce Since
    
Business Experience During Past Five Years
Tony Giardini
Rome, Italy
Director, President and Chief
ExecuƟve Oﬃcer
65 
June 1, 2020(1)
Chief ExecuƟve Oﬃcer of Trilogy (2020 – present);
President of Ivanhoe Mines Ltd. (May 2019 – March
2020); Chief Financial Oﬃcer of Kinross Gold
CorporaƟon (December 2012 - April 2019)
Elaine Sanders
BriƟsh Columbia, Canada
VP, Chief Financial Oﬃcer and
Corporate Secretary
55 
January 30, 2012(2)
Vice President and Chief Financial Oﬃcer of Trilogy
(2012 – present); Corporate Secretary of Trilogy
(2011 – present)
(1)
Mr. Giardini was appointed President and Chief ExecuƟve Oﬃcer on June 1, 2020.
(2)
Ms. Sanders was appointed Chief Financial Oﬃcer on January 30, 2012. She became a full-Ɵme employee of the Company on November 13, 2012.
CompeƟƟve CondiƟons
The mineral exploraƟon and development industry is compeƟƟve in all phases of exploraƟon, development and producƟon. There is a high degree of
compeƟƟon faced by us in Alaska and elsewhere for skilled management employees, suitable contractors for drilling operaƟons, technical and engineering
resources, and necessary exploraƟon and mining equipment, and many of these compeƟtor companies have greater ﬁnancial resources, operaƟonal experƟse,
and/or more advanced properƟes than us. AddiƟonally, our operaƟons are in a remote locaƟon where skilled resources and support services are limited. We
have in place experienced management personnel and conƟnue to evaluate the required experƟse and skills to carry out our operaƟons. As a result of this
compeƟƟon, we may be unable to achieve our exploraƟon and development in the future on terms we consider acceptable or at all. See “Item 1A. Risk
Factors.”
Available InformaƟon
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 Form 8-K and amendments to those reports ﬁled or furnished pursuant
to SecƟon 13(a) or 15(d) of the Exchange Act. The SEC maintains a website that contains reports, proxy and informaƟon statements, and other informaƟon at
www.sec.gov. Our website and the informaƟon 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
InvesƟng in our securiƟes is speculaƟve and involves a high degree of risk due to the nature of our business and the present stage of exploraƟon of our
mineral properƟes. The following risk factors, as well as risks currently unknown to

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13
us, could materially adversely aﬀect our future business, operaƟons and ﬁnancial condiƟon and could cause them to diﬀer materially from the esƟmates
described in forward-looking informaƟon relaƟng to Trilogy, or our business, property or ﬁnancial results, each of which could cause purchasers of securiƟes to
lose all or part of their investments.
Risks Related to the Company’s Mineral ProperƟes
We may not have suﬃcient funds to develop our mineral projects or to complete further exploraƟon programs.
We have limited ﬁnancial resources. We currently generate no mining operaƟng revenue and must primarily ﬁnance exploraƟon acƟvity and the development
of mineral projects by other means. Once our share of the funding originally contributed by South32 to Ambler Metals (part of which was returned to us in
2024) has been expended, our ability to conƟnue exploraƟon, development and producƟon acƟviƟes, if any, will depend on our ability to obtain addiƟonal
external ﬁnancing. Any unexpected costs, problems or delays could severely impact our ability to conƟnue exploraƟon and development acƟviƟes. The failure
to meet ongoing obligaƟons on a Ɵmely basis could result in a loss or a substanƟal diluƟon 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
addiƟon, we may enter into one or more strategic alliances or joint ventures, in addiƟon to our joint venture with South32, sell marketable securiƟes held by
the Company, decide to sell certain property interests, or uƟlize one or a combinaƟon of all of these alternaƟves. The ﬁnancing alternaƟve we choose may not
be available on acceptable terms, or at all. If addiƟonal ﬁnancing is not available, we may have to postpone further exploraƟon or development of, or sell our
interest in, one or more of our principal properƟes.
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 construcƟon and operaƟon of
mines, processing plants and related infrastructure, including road access. As a result, we are and will conƟnue to be subject to all of the risks associated with
establishing new mining operaƟons, including:
●
the Ɵming and cost, which can be considerable, of the construcƟon of mining and processing faciliƟes and related infrastructure;
●
the availability and cost of skilled labor and mining equipment;
●
the availability and cost of appropriate smelƟng and reﬁning arrangements;
●
the need to obtain necessary environmental and other governmental approvals and permits and the Ɵming of the receipt of those approvals and
permits;
●
the availability of funds to ﬁnance construcƟon and development acƟviƟes;
●
potenƟal opposiƟon from non-governmental organizaƟons, environmental groups or local groups which may delay or prevent development
acƟviƟes; and
●
potenƟal increases in construcƟon and operaƟng costs due to changes in the cost of fuel, power, materials and supplies.
The costs, Ɵming and complexiƟes of developing our projects may be greater than anƟcipated 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 esƟmates may increase

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14
signiﬁcantly as more detailed engineering work is completed on a project. It is common in new mining operaƟons to experience unexpected costs, problems
and delays during construcƟon, development and mine start-up. In addiƟon, delays in the early stages of mineral producƟon oŌen occur. Accordingly, we
cannot provide assurance that we will ever achieve, or that our acƟviƟes will result in, proﬁtable mining operaƟons at the UKMP Projects or any other
property that we may acquire.
In addiƟon, there can be no assurance that our mineral exploraƟon acƟviƟes will result in any discoveries of new mineralizaƟon. If further mineralizaƟon is
discovered there is also no assurance that the mineralizaƟon would be economical for commercial producƟon. Discovery of mineral deposits is dependent
upon a number of factors and signiﬁcantly inﬂuenced by the technical skill of the exploraƟon personnel involved. The commercial viability of a mineral deposit
is also dependent upon a number of factors which are beyond our control, including the aƩributes of the deposit, commodity prices, government policies and
regulaƟon and environmental protecƟon.
The Upper Kobuk Mineral Projects are located in a remote area of Alaska, and access to them is limited. ExploraƟon and any future development or producƟon
acƟviƟes may be limited and delayed by infrastructure challenges, inclement weather and a shortened exploraƟon 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 Ɵmely
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 saƟsfy the
requirements of the Upper Kobuk Mineral Projects. The proposed AAP requires signiﬁcant permiƫng 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 administraƟon may result in changes in interpretaƟons or
prioriƟes which may further delay or prevent the proposed AAP.
In addiƟon, successful development of the Upper Kobuk Mineral Projects will require the development of the necessary infrastructure. If adequate
infrastructure is not available in a Ɵmely manner, there can be no assurance that:
●
the development of the Upper Kobuk Mineral Projects will be commenced or completed on a Ɵmely basis, if at all;
●
the resulƟng operaƟons will achieve the anƟcipated producƟon volume; or
●
the construcƟon costs and operaƟng costs associated with the development of the Upper Kobuk Mineral Projects will not be higher than anƟcipated.
As the Upper Kobuk Mineral Projects are located in a remote area, exploraƟon, development and producƟon acƟviƟes may be limited and delayed by
inclement weather and a shortened exploraƟon season. The exploraƟon of the UKMP Projects has also been impacted by COVID-19.
We are dependent on a third party that parƟcipates in exploraƟon and development of our Upper Kobuk Mineral Projects.
In December 2019, South32 exercised its opƟon to acquire a 50% interest in Ambler Metals. The formaƟon 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
experƟse 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 direcƟon. We are dependent on them for the progress and development of the Upper Kobuk Mineral Projects. South32 may also have diﬀerent prioriƟes
which could impact the Ɵming 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 operaƟons and ﬁnancial condiƟon:
(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

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15
made in respect of the jointly-held Upper Kobuk Mineral Projects; (iii) inability of our business partner to meet its obligaƟons to the joint business or third
parƟes; and (iv) liƟgaƟon with our business partner regarding joint business maƩers.
We have no history of producƟon and no revenue from mining operaƟons.
We have a very limited history of operaƟons and to date have generated no revenue from mining operaƟons. As such, we are subject to many risks common to
such enterprises, including under-capitalizaƟon, cash shortages, limitaƟons 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 operaƟons.
Changes in the market price of copper, zinc and other metals, which in the past have ﬂuctuated widely, will aﬀect our ability to ﬁnance conƟnued exploraƟon
and development of our projects and aﬀect our operaƟons and ﬁnancial condiƟon.
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 volaƟle and are
aﬀected by numerous factors beyond our control, including:
●
global or regional consumpƟon paƩerns;
●
the supply of, and demand for, these metals;
●
speculaƟve acƟviƟes;
●
the availability and costs of metal subsƟtutes;
●
expectaƟons for inﬂaƟon; and
●
poliƟcal and economic condiƟons, 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 exploraƟon and development of any of our mineral projects, which would have a material adverse eﬀect on our ﬁnancial condiƟon and
results of operaƟons. The market price of copper, zinc and other metals may not remain at current levels. In parƟcular, an increase in worldwide supply, and
consequent downward pressure on prices, may result over the longer term from increased copper producƟon from mines developed or expanded as a result
of current metal price levels. There is no assurance that a proﬁtable market may exist or conƟnue to exist.
Title and other rights to our properƟes may be subject to challenge.
We cannot provide assurance that Ɵtle to our properƟes will not be challenged. We (through our interest in Ambler Metals) indirectly own mineral claims
which consƟtute 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 properƟes and our ability to ensure that we have obtained a secure claim to individual mining properƟes may be severely
constrained. Our mineral properƟes may be subject to prior unregistered agreements, transfers or claims, and Ɵtle 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 contesƟng our Ɵtle to a
property will cause us to lose our rights to explore and, if warranted, develop that property or undertake or conƟnue producƟon thereon. This could result in
our not being compensated for our prior expenditures relaƟng to the property. In addiƟon, our ability to conƟnue to explore and develop the property may be
subject to agreements with other third parƟes including agreements with naƟve corporaƟons and ﬁrst naƟons groups, for instance, the lands at the Upper
Kobuk Mineral Projects are subject to the

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16
NANA Agreement (as more parƟcularly described under "History of Trilogy - Agreement with NANA Regional CorporaƟon").
We will incur losses for the foreseeable future.
We expect to incur losses unless and unƟl such Ɵme as our mineral projects generate suﬃcient revenues to fund conƟnuing operaƟons. The exploraƟon and
development of our mineral properƟes will require the commitment of substanƟal ﬁnancial resources that may not be available.
The amount and Ɵming of expenditures will depend on a number of factors, including the progress of ongoing exploraƟon and development, the results of
consultants’ analyses and recommendaƟons, the rate at which operaƟng losses are incurred, the execuƟon of any joint venture agreements with strategic
partners and the acquisiƟon of addiƟonal property interests, some of which are beyond our control. We cannot provide assurance that we will ever achieve
proﬁtability.
High metal prices in past years have encouraged increased mining exploraƟon, development and construcƟon acƟvity, which has increased demand for, and
cost of, exploraƟon, development and construcƟon services and equipment.
The relaƟve strength of metal prices in past years has encouraged increases in mining exploraƟon, development and construcƟon acƟviƟes around the world,
which has resulted in increased demand for, and cost of, exploraƟon, development and construcƟon 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 Ɵmely manner due to inadequate availability and may cause
scheduling diﬃculƟes due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploraƟon,
development and/or construcƟon costs.
Risks RelaƟng to the Mining Industry and Mineral Reserves
Mineral resource and reserve calculaƟons are only esƟmates.
Any ﬁgures presented for mineral resources or reserves in this Form 10-K and in our other ﬁlings with securiƟes regulatory authoriƟes and those which may be
presented in the future are and will only be esƟmates. There is a degree of uncertainty aƩributable to the calculaƟon of mineral reserves and mineral
resources. UnƟl mineral reserves or mineral resources are actually mined and processed, the quanƟty of metal and grades must be considered as esƟmates
only and no assurances can be given that the indicated levels of metals will be produced. In making determinaƟons about whether to advance any of our
projects to development, we must rely upon esƟmated calculaƟons as to the mineral resources or reserves and grades of mineralizaƟon on our properƟes.
The esƟmaƟng of mineral reserves and mineral resources is a subjecƟve process that relies on the judgment of the persons preparing the esƟmates. The
process relies on the quanƟty and quality of available data and is based on knowledge, mining experience, analysis of drilling results and industry pracƟces.
Valid esƟmates made at a given Ɵme may signiﬁcantly change when new informaƟon becomes available. While we believe that the mineral resource esƟmates
included in this Form 10-K for the Upper Kobuk Mineral Projects are well-established and reﬂect management’s best esƟmates, by their nature mineral
resource esƟmates are imprecise and depend, to a certain extent, upon analysis of drilling results and staƟsƟcal inferences that may ulƟmately prove to be
inaccurate. There can be no assurances that actual results will meet the esƟmates contained in feasibility studies or pre-feasibility studies. As well, further
studies are required.
EsƟmated mineral reserves or mineral resources may have to be recalculated based on changes in metal prices, further exploraƟon or development acƟvity or
actual producƟon experience. This could materially and adversely aﬀect esƟmates of the volume or grade of mineralizaƟon, esƟmated recovery rates or other
important factors that inﬂuence mineral reserve or mineral resource esƟmates. The extent to which mineral resources may ulƟmately be reclassiﬁed as
mineral reserves is dependent upon the demonstraƟon of their proﬁtable recovery. Any material changes in mineral resource esƟmates and grades of
mineralizaƟon will aﬀect the economic viability of placing a property into producƟon and a property’s return on capital. We cannot provide assurance that
mineralizaƟon can be mined or processed proﬁtably.

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17
Our mineral resource esƟmates have been determined and valued based on assumed future metal prices, cut-oﬀ grades and operaƟng costs that may prove to
be inaccurate. Extended declines in market prices for copper, zinc, lead, gold and silver may render porƟons of our mineralizaƟon uneconomic and result in
reduced reported mineral resources, which in turn could have a material adverse eﬀect on our results of operaƟons or ﬁnancial condiƟon. We cannot provide
assurance that mineral recovery rates achieved in small scale tests will be duplicated in large scale tests under on-site condiƟons or in producƟon scale.
A reducƟon in any mineral reserves that may be esƟmated by us could have an adverse impact on our future cash ﬂows, earnings, results of operaƟons and
ﬁnancial condiƟon. No assurances can be given that any mineral resource esƟmates for the Upper Kobuk Mineral Projects will ulƟmately be reclassiﬁed as
mineral reserves. See “CauƟonary Note to United States Investors.”
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 conƟnuity. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral
resources with conƟnued exploraƟon. See “CauƟonary Note to United States Investors.”
Mining is inherently risky and subject to condiƟons or events beyond our control.
The development and operaƟon of a mine is inherently dangerous and involves many risks that even a combinaƟon of experience, knowledge and careful
evaluaƟon may not be able to overcome, including:
●
unusual or unexpected geological formaƟons;
●
metallurgical and other processing problems;
●
metal losses;
●
environmental hazards;
●
power outages;
●
labor disrupƟons;
●
industrial accidents;
●
periodic interrupƟons due to inclement or hazardous weather condiƟons;
●
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 destrucƟon of, mineral properƟes, producƟon faciliƟes or other properƟes, personal injury or death, including to our
employees, environmental damage, delays in mining, increased producƟon 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. Insurance against certain environmental risks, including potenƟal liability
for polluƟon and other hazards associated with mineral exploraƟon and producƟon, 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.

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We cannot provide assurance that we will successfully acquire commercially mineable mineral rights.
ExploraƟon for and development of copper properƟes involves signiﬁcant ﬁnancial risks which even a combinaƟon of careful evaluaƟon, experience and
knowledge may not eliminate. While the discovery of an ore body may result in substanƟal rewards, few properƟes which are explored are ulƟmately
developed into producing mines. Major expenses may be required to establish reserves by drilling, construcƟng mining and processing faciliƟes at a site,
developing metallurgical processes and extracƟng metals from ore. We cannot ensure that our current exploraƟon and development programs will result in
proﬁtable commercial mining operaƟons.
The economic feasibility of development projects is based upon many factors, including the accuracy of mineral resource esƟmates; metallurgical recoveries;
capital and operaƟng costs; government regulaƟons relaƟng to prices, taxes, royalƟes, land tenure, land use, imporƟng and exporƟng and environmental
protecƟon; and metal prices, which are highly volaƟle. Development projects are also subject to the successful compleƟon of feasibility studies, issuance of
necessary governmental permits and availability of adequate ﬁnancing.
Most exploraƟon projects do not result in the discovery of commercially mineable ore deposits, and no assurance can be given that any anƟcipated level of
recovery of ore reserves, if any, will be realized or that any idenƟﬁed mineral deposit will ever qualify as a commercially mineable (or viable) ore body which
can be legally and economically exploited. EsƟmates of mineral reserves, mineral resources, mineral deposits and producƟon costs can also be aﬀected by
such factors as environmental permiƫng regulaƟons and requirements, weather, environmental factors, unforeseen technical diﬃculƟes, the metallurgy of
the mineralizaƟon forming the mineral deposit, unusual or unexpected geological formaƟons and work interrupƟons. If current exploraƟon programs do not
result in the discovery of commercial ore, we may need to write-oﬀ part or all of our investment in our exisƟng exploraƟon stage properƟes and may need to
acquire addiƟonal properƟes.
Material changes in mineral reserves, if any, grades, stripping raƟos or recovery rates may aﬀect the economic viability of any project. Our future growth and
producƟvity will depend, in part, on our ability to develop commercially mineable mineral rights at our exisƟng properƟes or idenƟfy and acquire other
commercially mineable mineral rights, and on the costs and results of conƟnued exploraƟon and potenƟal development programs. Mineral exploraƟon is
highly speculaƟve in nature and is frequently non-producƟve. SubstanƟal expenditures are required to:
●
establish mineral  resources and reserves through drilling and metallurgical and other tesƟng techniques;
●
determine metal content and metallurgical recovery processes to extract metal from the ore; and
●
construct, renovate or expand mining and processing faciliƟes.
In addiƟon, if we discover ore, it would take several years from the iniƟal phases of exploraƟon unƟl producƟon is possible. During this Ɵme, the economic
feasibility of producƟon may change. As a result of these uncertainƟes, there can be no assurance that we will successfully acquire commercially mineable (or
viable) mineral rights.
Risks RelaƟng to Government RegulaƟon
We are subject to signiﬁcant governmental regulaƟons.
Our exploraƟon acƟviƟes are subject to extensive federal, state, provincial and local laws and regulaƟons governing various maƩers, including:
●
environmental protecƟon;
●
the management and use of toxic substances and explosives;
●
the management of natural resources;

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19
●
the exploraƟon and development of mineral properƟes, including reclamaƟon;
●
exports;
●
price controls;
●
taxaƟon and mining royalƟes;
●
management of tailing and other waste generated by operaƟons;
●
labor standards and occupaƟonal health and safety, including mine safety;
●
historic and cultural preservaƟon; and
●
transportaƟon.
Failure to comply with applicable laws and regulaƟons may result in civil or criminal ﬁnes or penalƟes or enforcement acƟons, including orders issued by
regulatory or judicial authoriƟes enjoining, curtailing or closing operaƟons or requiring correcƟve measures, installaƟon of addiƟonal equipment or remedial
acƟons, any of which could result in signiﬁcant expenditures. We may also be required to compensate private parƟes suﬀering loss or damage by reason of a
breach of such laws, regulaƟons or permiƫng requirements. It is also possible that future laws and regulaƟons, or more stringent enforcement of current laws
and regulaƟons by governmental authoriƟes, could cause us to incur addiƟonal expense or capital expenditure restricƟons, suspensions or closing of our
acƟviƟes and delays in the exploraƟon and development of our properƟes.
We require further permits in order to conduct current and anƟcipated future operaƟons, 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 anƟcipated future operaƟons, including further exploraƟon, development and commencement of producƟon on our mineral properƟes,
require permits from various governmental authoriƟes. Obtaining or renewing governmental permits is a complex and Ɵme-consuming process. The duraƟon
and success of eﬀorts to obtain and renew permits are conƟngent 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 permiƫng requirements will ulƟmately 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 permiƫng agencies could aﬀect the permiƫng Ɵmeline or potenƟal of the Upper
Kobuk Mineral Projects, as may negaƟve public percepƟon of mining projects in general due to circumstances unrelated to the Company and outside of its
control. Other factors that could aﬀect the permiƫng Ɵmeline 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 operaƟons, including any for construcƟon of mining faciliƟes 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, revocaƟon or failure to comply
with the terms of any such permits that we have obtained, would adversely aﬀect our business.
Our acƟviƟes are subject to environmental laws and regulaƟons that may increase our costs and restrict our operaƟons.
All of our exploraƟon, potenƟal development and producƟon acƟviƟes are subject to regulaƟon by governmental agencies under various environmental laws.
These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protecƟon of natural
resources, anƟquiƟes and

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20
endangered species and reclamaƟon of lands disturbed by mining operaƟons. Environmental legislaƟon is evolving, and the general trend has been towards
stricter standards and enforcement, increased ﬁnes and penalƟes 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 regulaƟons may require
signiﬁcant capital outlays on our behalf and may cause material changes or delays in our intended acƟviƟes.
Several regulatory iniƟaƟves are currently ongoing within the State of Alaska that have the potenƟal to inﬂuence the permiƫng process for the Upper Kobuk
Mineral Projects. These include revisions to Alaska's Water Quality Standards regarding mixing zones regulaƟons, which are currently under Environmental
ProtecƟon Agency review, and which revisions may be required in order to authorize a mixing zone for discharge in SubarcƟc Creek. Future changes in these
laws or regulaƟons could have a signiﬁcant adverse impact on some porƟon of our business, requiring us to re-evaluate those acƟviƟes at that Ɵme.
Environmental hazards may exist on our properƟes that are unknown to us at the present Ɵme and that have been caused by previous owners or operators or
that may have occurred naturally. We may be liable for remediaƟng such damage.
Failure to comply with applicable environmental laws, regulaƟons and permiƫng requirements may result in enforcement acƟons thereunder, including orders
issued by regulatory or judicial authoriƟes, causing operaƟons to cease or to be curtailed, and may include correcƟve measures requiring capital expenditures,
installaƟon of addiƟonal equipment or remedial acƟons.
Land reclamaƟon requirements for our exploraƟon properƟes may be burdensome.
Land reclamaƟon requirements are generally imposed on mineral exploraƟon companies (as well as companies with mining operaƟons) in order to minimize
long term eﬀects of land disturbance. ReclamaƟon may include requirements to:
●
treat ground and surface water to applicable water quality standards;
●
control dispersion of potenƟally deleterious eﬄuents; and
●
reasonably re-establish pre-disturbance landforms and vegetaƟon.
In order to carry out reclamaƟon obligaƟons imposed on us in connecƟon with exploraƟon, potenƟal development and producƟon acƟviƟes, we must allocate
ﬁnancial resources that might otherwise be spent on further exploraƟon and development programs. In addiƟon, regulatory changes could increase our
obligaƟons to perform reclamaƟon and mine closing acƟviƟes. If we are required to carry out unanƟcipated reclamaƟon work, our ﬁnancial posiƟon could be
adversely aﬀected.
Risks Related to the AcquisiƟon of New Projects
Risks inherent in acquisiƟons of new properƟes.
We may acƟvely pursue the acquisiƟon of exploraƟon, development and producƟon assets consistent with our acquisiƟon and growth strategy. From Ɵme to
Ɵme, we may also acquire securiƟes of or other interests in companies with respect to which we may enter into acquisiƟons or other transacƟons. AcquisiƟon
transacƟons involve inherent risks, including but not limited to:
●
accurately assessing the value, strengths, weaknesses, conƟngent and other liabiliƟes and potenƟal proﬁtability of acquisiƟon candidates;
●
ability to achieve idenƟﬁed and anƟcipated operaƟng and ﬁnancial synergies;

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21
●
unanƟcipated costs;
●
diversion of management aƩenƟon from exisƟng business;
●
potenƟal loss of our key employees or key employees of any business acquired;
●
unanƟcipated changes in business, industry or general economic condiƟons that aﬀect the assumpƟons underlying the acquisiƟon;
●
decline in the value of acquired properƟes, companies or securiƟes;
●
assimilaƟng the operaƟons of an acquired business or property in a Ɵmely and eﬃcient manner;
●
maintaining our ﬁnancial and strategic focus while integraƟng the acquired business or property;
●
implemenƟng uniform standards, controls, procedures and policies at the acquired business, as appropriate; and
●
to the extent that we make an acquisiƟon outside of markets in which it has previously operated, conducƟng and managing operaƟons in a new
operaƟng environment.
Acquiring addiƟonal businesses or properƟes could place increased pressure on our cash ﬂow if such acquisiƟons involve a cash consideraƟon. The integraƟon
of our exisƟng operaƟons with any acquired business will require signiﬁcant expenditures of Ɵme, aƩenƟon and funds. Achievement of the beneﬁts expected
from consolidaƟon would require us to incur signiﬁcant costs in connecƟon with, among other things, implemenƟng ﬁnancial and planning systems. We may
not be able to integrate the operaƟons of a recently acquired business or restructure our previously exisƟng business operaƟons without encountering
diﬃculƟes and delays. In addiƟon, this integraƟon may require signiﬁcant aƩenƟon from our management team, which may detract aƩenƟon from our day-to-
day operaƟons. Over the short-term, diﬃculƟes associated with integraƟon could have a material adverse eﬀect on our business, operaƟng results, ﬁnancial
condiƟon and the price of our Common Shares. In addiƟon, the acquisiƟon of mineral properƟes may subject us to unforeseen liabiliƟes, including
environmental liabiliƟes, which could have a material adverse eﬀect on us. There can be no assurance that any future acquisiƟons will be successfully
integrated into our exisƟng operaƟons.
Any one or more of these factors or other risks could cause us not to realize the anƟcipated beneﬁts of an acquisiƟon of properƟes or companies and could
have a material adverse eﬀect on our ﬁnancial condiƟon.
We face industry compeƟƟon in the acquisiƟon of exploraƟon properƟes and the recruitment and retenƟon of qualiﬁed personnel.
We compete with other exploraƟon and producing companies, many of which are beƩer capitalized, have greater ﬁnancial resources, operaƟonal experience
and technical capabiliƟes or are further advanced in their development or are signiﬁcantly larger and have access to greater mineral reserves, for the
acquisiƟon of mineral claims, leases and other mineral interests as well as for the recruitment and retenƟon of qualiﬁed employees and other personnel. If we
require and are unsuccessful in acquiring addiƟonal mineral properƟes or in recruiƟng 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 ExecuƟve Oﬃcers and Board of Directors
We may experience diﬃculty aƩracƟng and retaining qualiﬁed management and technical personnel to grow our business.
We are dependent on the services of key execuƟves and other highly skilled and experienced personnel to advance our corporate objecƟves as well as the
idenƟﬁcaƟon of new opportuniƟes for growth and funding. Mr. Giardini and

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Ms. Sanders are currently our only execuƟve oﬃcers. It will be necessary for us to recruit addiƟonal skilled and experienced execuƟves. Our inability to do so,
or the loss of any of these persons or our inability to aƩract and retain suitable replacements for them, or addiƟonal highly skilled employees required for our
acƟviƟes, would have a material adverse eﬀect on our business and ﬁnancial condiƟon.
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 exploraƟon and development or mining-
related acƟviƟes, including, in parƟcular, NovaGold. To the extent that such other companies may parƟcipate in ventures in which we may parƟcipate in, or in
ventures which we may seek to parƟcipate in, our directors and oﬃcers may have a conﬂict of interest in negoƟaƟng and concluding terms respecƟng the
extent of such parƟcipaƟon. In all cases where our directors and oﬃcers have an interest in other companies, such other companies may also compete with us
for the acquisiƟon of mineral property investments. Any decision made by any of these directors and oﬃcers involving Trilogy will be made in accordance with
their duƟes and obligaƟons to deal fairly and in good faith with a view to the best interests of Trilogy and its shareholders. In addiƟon, each of the directors is
required to declare and refrain from voƟng on any maƩer in which these directors may have a conﬂict of interest in accordance with the procedures set forth
in the Business CorporaƟons Act (BriƟsh Columbia) and other applicable laws. In appropriate cases, the Company will establish a special commiƩee of
independent directors to review a maƩer 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 parƟcipate in certain transacƟons, which may have a material adverse eﬀect on the Company’s
business, ﬁnancial condiƟon, results of operaƟon and prospects.
General Risk Factors
General economic condiƟons 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 condiƟons. Some of the key impacts of the current ﬁnancial
market turmoil include contracƟon in credit markets resulƟng in a widening of credit risk, devaluaƟons, high volaƟlity 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 condiƟons, including
but not limited to, consumer spending, employment rates, business condiƟons, inﬂaƟon, 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 volaƟlity of copper, zinc, lead and other metal prices would impact our esƟmates of mineral resources, revenues, proﬁts, losses and cash ﬂow,
and the feasibility of our projects;
●
negaƟve economic pressures could adversely impact demand for our future producƟon, if any;
●
construcƟon related costs could increase and adversely aﬀect the economics of any project;
●
volaƟle energy, commodity and consumables prices and currency exchange rates could impact our esƟmated producƟon costs; and
●
the devaluaƟon and volaƟlity of global stock markets would impact the valuaƟon of our equity and other securiƟes.

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23
Future sales or issuances of equity securiƟes could decrease the value of any exisƟng Common Shares, dilute investors’ voƟng power and reduce our earnings
per share.
We may sell addiƟonal equity securiƟes (including through the sale of securiƟes converƟble into Common Shares) and may issue addiƟonal equity securiƟes to
ﬁnance our operaƟons, exploraƟon, development, acquisiƟons 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 securiƟes or the eﬀect, if any, that future sales and issuances of equity securiƟes will have on
the market price of the Common Shares. Sales or issuances of a substanƟal number of equity securiƟes, or the percepƟon that such sales could occur, may
adversely aﬀect prevailing market prices for the Common Shares. With any addiƟonal sale or issuance of equity securiƟes, investors will suﬀer diluƟon of their
voƟng power and may experience diluƟon in our earnings per share.
Our largest shareholder has signiﬁcant inﬂuence on us and may also aﬀect the market price and liquidity of the securiƟes.
Electrum Strategic OpportuniƟes Fund L.P. (“Electrum”) is our single largest shareholder, controlling approximately 20% of the outstanding voƟng securiƟes.
Accordingly, Electrum will have signiﬁcant inﬂuence in determining the outcome of any corporate transacƟon or other maƩer submiƩed to the shareholders
for approval, including mergers, consolidaƟons and the sale of all or substanƟally all of our assets and other signiﬁcant corporate acƟons. Unless signiﬁcant
parƟcipaƟon of other shareholders takes place in such shareholder meeƟngs, Electrum may be able to approve such maƩers itself. The concentraƟon 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 transacƟons 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 securiƟes. If Electrum
sells a substanƟal number of shares in the public market, the market price of the shares could fall. The percepƟon 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 volaƟle.
The market price of our Common Shares may be subject to large ﬂuctuaƟons, 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 operaƟng performance and the performance of compeƟtors and other
similar companies; volaƟlity in metal prices; the arrival or departure of key personnel; the number of Common Shares to be publicly traded aŌer an oﬀering;
the public’s reacƟon to our press releases, material change reports, other public announcements and our ﬁlings with the various securiƟes regulatory
authoriƟes; changes in earnings esƟmates or recommendaƟons by research analysts who track the Common Shares or the shares of other companies in the
resource sector; changes in general economic and/or poliƟcal condiƟons; acquisiƟons, strategic alliances or joint ventures involving us or our compeƟtors; and
the factors listed under the heading “CauƟonary Statement Regarding Forward-Looking InformaƟon.”
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 securiƟes, the breadth of the public market for the Common Shares
and the aƩracƟveness of alternaƟve 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 unƟl such Ɵme as our cash ﬂow exceeds our capital requirements and will depend upon, among other things,
condiƟons then exisƟng including earnings, ﬁnancial condiƟon, restricƟons in ﬁnancing arrangements, business

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opportuniƟes and condiƟons and other factors, or our Board determines that our shareholders could make beƩer 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. Holders.
U.S. Holders (as deﬁned below under “Certain U.S. Federal Income Tax ConsideraƟons – U.S. Holders”) 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, 2023 and 2024 and may be a PFIC in future tax years. If we are a PFIC for any year during a U.S. Holder’s holding period, then such U.S.
Holder generally will be required to treat any gain realized upon a disposiƟon of Common Shares and any so-called “excess distribuƟon” received on its
Common Shares as ordinary income, and to pay an interest charge on a porƟon of such gain or distribuƟons, unless the U.S. Holder makes a Ɵmely and
eﬀecƟve “QEF ElecƟon” or a “Mark-to-Market ElecƟon” (each as deﬁned below under “Certain U.S. Federal Income Tax ConsideraƟons – Default PFIC Rules
under SecƟon 1291 of the Code”). In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on
the disposiƟon, or the amount of excess distribuƟon received, by the U.S. Holder.  A U.S. Holder who makes a QEF ElecƟon 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 ElecƟon 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 enƟrety by the discussion below the heading “Certain U.S. Federal
Income Tax ConsideraƟons.” Each U.S. shareholder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of
the acquisiƟon, ownership, and disposiƟon of Common Shares.
Proposed legislaƟon in the U.S. Congress, including changes in U.S. tax law may adversely impact the Company and the value of Common Shares.
Changes to U.S. tax laws (which changes may have retroacƟve applicaƟon) 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 addiƟonal changes to U.S. federal income tax laws are likely to conƟnue to
occur in the future.
The U.S. Congress is currently considering numerous items of legislaƟon which may be enacted prospecƟvely or with retroacƟve eﬀect, which legislaƟon could
adversely impact the Company’s ﬁnancial performance and the value of Common Shares. AddiƟonally, U.S. states in which we operate or own assets may
impose new or increased taxes. If enacted, most of the proposals would be eﬀecƟve for the current or later years. The proposed legislaƟon remains subject to
change, and its impact on the Company and purchasers of Common Shares is uncertain.
Global climate change is an internaƟonal concern and could impact our ability to conduct future operaƟons.
Global climate change is an internaƟonal issue and receives an enormous amount of publicity. We would expect that the imposiƟon of internaƟonal treaƟes or
U.S. or Canadian federal, state, provincial or local laws or regulaƟons pertaining to mandatory reducƟons in energy consumpƟon or emissions of greenhouse
gasses could aﬀect the feasibility of our mining projects and increase our operaƟng costs.
Adverse publicity from non-governmental organizaƟons could have a material adverse eﬀect on us.
There is an increasing level of public concern relaƟng to the eﬀect of mining producƟon on our surroundings, communiƟes and environment. Non-
governmental organizaƟons (“NGOs”), some of which oppose resource development, are oŌen vocal criƟcs of the mining industry. While we seek to operate in
a socially responsible manner, adverse publicity generated by such NGOs related to extracƟve industries, or our operaƟons speciﬁcally, could have an adverse
eﬀect on our reputaƟon and ﬁnancial condiƟon or our relaƟonship with the communiƟes in which we operate.

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We may fail to achieve and maintain the adequacy of our internal control over ﬁnancial reporƟng as per the requirements of the Sarbanes-Oxley Act.
We are required to document and test our internal control procedures in order to saƟsfy the requirements of SecƟon 404 of SOX. It requires an annual
assessment by management of the eﬀecƟveness of our internal control over ﬁnancial reporƟng. We may in the future fail to achieve and maintain the
adequacy of our internal control over ﬁnancial reporƟng, as such standards are modiﬁed, supplemented or amended from Ɵme to Ɵme, and we may not be
able to ensure that we can conclude on an ongoing basis that we have eﬀecƟve internal control over ﬁnancial reporƟng in accordance with SecƟon 404 of SOX.
Our failure to saƟsfy the requirements of SecƟon 404 of SOX on an ongoing, Ɵmely basis could result in the loss of investor conﬁdence in the reliability of our
ﬁnancial statements, which in turn could harm our business and negaƟvely impact the trading price of our Common Shares. In addiƟon, any failure to
implement required new or improved controls, or diﬃculƟes encountered in their implementaƟon, could harm our operaƟng results or cause us to fail to
meet our reporƟng obligaƟons. Future acquisiƟons of companies may provide us with challenges in implemenƟng the required processes, procedures and
controls in our acquired operaƟons. Acquired companies may not have disclosure control and procedures or internal control over ﬁnancial reporƟng that are
as thorough or eﬀecƟve as those required by securiƟes laws currently applicable to us.
Our business is subject to evolving corporate governance and public disclosure regulaƟons 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 regulaƟons promulgated by a number of United States and Canadian governmental and self-regulated organizaƟons,
including the SEC, the Canadian SecuriƟes Administrators, the NYSE American, the TSX, and the Financial AccounƟng Standards Board. These rules and
regulaƟons conƟnue 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 regulaƟons, including those promulgated under Dodd-
Frank, have resulted in, and are likely to conƟnue to result in, increased general and administraƟve expenses and a diversion of management Ɵme and
aƩenƟon from revenue-generaƟng acƟviƟes to compliance acƟviƟes.
In the future, we may be subject to legal proceedings.
Due to the nature of our business, we may be subject to numerous regulatory invesƟgaƟons, 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 liƟgaƟon, including the eﬀects of
discovery of new evidence or advancement of new legal theories, the diﬃculty of predicƟng decisions of judges and juries and the possibility that decisions
may be reversed on appeal. There can be no assurances that these maƩers will not have a material adverse eﬀect on our business.
Item 1B.  UNRESOLVED STAFF COMMENTS
None.
Item 1C.  CYBERSECURITY
The Company has processes, policies and procedures for idenƟfying, assessing, managing, and responding to cybersecurity threats and incidents.  These are
integrated into our overall risk management systems, as overseen by our Board and delegated to the Audit CommiƩee.  Management has not idenƟﬁed risks
from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially aﬀected or are reasonably likely to materially
aﬀect the Company, including its business strategy, results of operaƟons or ﬁnancial condiƟon.

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26
The Company uses a mulƟ-layered, mulƟ-vendor cybersecurity protecƟon structure that focuses on user security and system and infrastructure security to
miƟgate cybersecurity threats such as unauthorized access, cybersecurity aƩacks and other security incidents. These and other potenƟal security threats may
damage or disrupt our hardware and soŌware systems, lead to a loss of data or to the misappropriaƟon of conﬁdenƟal informaƟon. To miƟgate these risks, we
have implemented technology soluƟons that are designed to recognize anomalous acƟvity and behavior including, but not limited to: the use of anƟvirus
soŌware, restricƟons on installing applicaƟons directly to users’ machines, the deployment of internet browsing ﬁlters, remote access using a VPN client,
mulƟ-factor authenƟcaƟon, network ﬁrewalls and email protecƟon.
Governance
Management is responsible for managing cybersecurity risks and bringing to the Board’s aƩenƟon any material risks. Under the oversight of the Audit
CommiƩee, the Company’s Chief Financial Oﬃcer is primarily responsible for the assessment and management of cybersecurity risks and uƟlizes a third-party
consultant to assist with managing these risks.
Item 2.     PROPERTIES
Trilogy’s principal business is the exploraƟon 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) ArcƟc Project, a development stage property, which contains a high-grade polymetallic volcanogenic massive
sulﬁde deposit; and (ii) Bornite Project, an exploraƟon stage property, which contains a carbonate-hosted copper deposit.  Both projects are material to Trilogy
and are described below under the headings “ArcƟc Project” and “Bornite Project”.
Except as otherwise stated, the scienƟﬁc and technical informaƟon relaƟng to the ArcƟc Project contained in this Form 10-K is derived from the 2023 S-K 1300
report for the ArcƟc Project Ɵtled “ArcƟc Project S-K 1300 Technical Report Summary, Ambler Mining District, Alaska” dated November 30, 2022 prepared by
Ausenco Engineering Canada Inc., Wood Canada Limited,  SRK ConsulƟng (Canada) Inc. and Brown and Caldwell, each of whom are not aﬃliated with Trilogy
 (“S-K 1300 ArcƟc Report”).
Except as otherwise stated, the scienƟﬁc and technical informaƟon relaƟng to the Bornite Project contained in this Form 10-K is derived from the 2025 S-K
1300 report for Bornite Ɵtled “S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite Project, Northwest Alaska, USA” dated November
30, 2024 prepared by Wood Canada Limited, SRK ConsulƟng (Canada) Inc., Ausenco Engineering Canada ULC. and InternaƟonal Metallurgical & Environmental
and Core Geoscience LLC, which are each unaﬃliated with Trilogy  (“S-K 1300 Bornite Report”).

Table of Contents
27

Table of Contents
28
Mineral Resource Summary Table as of November 30, 2024
Project
Resource
Tonnage
Average Grade
Contained Metal Content
Cu
Pb
Zn
Au
Ag
Cu
Pb
Zn
Au
Ag
Alaska
Category
(Mt)
(%)
(%)
(%)
(g/t)
(g/t)
(Mlb)
(Mlb)
(Mlb)
(koz)
(Moz)
ArcƟc – 50%
AƩributable
Interest
Inferred
2.25
1.92
0.70
 2.93
0.43
35.6
94.5
34.5
144
31
2.5
Bornite – 50%
AƩributable
Interest
Inferred
104.45
1.42
3,263.5
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, 2024 and reviewed the resources and material assumpƟons in the S-K 1300 ArcƟc Report and the S-K 1300 Bornite Report and conﬁrmed that the
resources and material assumpƟons remain current as of November 30, 2024.
2.
Mineral Resources were prepared in accordance with the standards and deﬁniƟons of S-K 1300 and represent disclosure of Mineral Resources under S-K 1300
standards and deﬁniƟons.
3.
The Mineral Resource esƟmate is reported exclusive of Mineral Reserves.  There are no Mineral Reserves esƟmated on the Bornite property.
4.
Trilogy Metals’ 50% aƩributable interest is stated in the table.
5.
Figures may not sum due to rounding.
6.
The mineral resources are reported in place (point of reference).
ArcƟc 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 operaƟng costs of $3/t mining and $35/t process and general and
administraƟve costs. The assumed average pit slope angle is 43º. The commodity pricing used a combinaƟon of two year trialing actual metal prices, and market
research and bank analyst forward price projecƟons, prepared in June 2020.
8.
As a result of ﬂaƩening the north end of the reserve pit to stabilize the pit wall due to the presence of talc, a porƟon of the reserve pit extended beyond the
resource constraining pit shell and a second pass of mineral resource tabulaƟon was performed exterior to the constraining resource pit and interior to the
constraining reserve pit which is included in the Mineral Resource tabulaƟon.
9.
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).
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
assuming cut-and-ﬁll mining method based on a 1.79% Cu grade shell for Ruby Zone and an opƟmized underground mineable stope shape assuming sublevel
stoping mine method based on a break-even cut-oﬀ grade of 1.45% for South Reef.  The cut-oﬀ grades assume a $4.60/lb Cu price, process recovery of 90.47%,
process cost of $21.00/t processed, treatment, reﬁning, sales cost of $0.78/lb Cu in concentrate, road use cost of $8.04/t processed, and 2% NSR royalty. For the
open pit, costs include mining costs of $3.34/t mined and G&A cost of $4.30/t processed. For mining at South Reef, costs include mining costs of $65.00/t mined
and G&A cost of $14.50/t processed. For mining at Ruby Zone, costs include mining costs of $90.00/t mined and G&A cost of $14.50/t processed.  The long-term
metal price forecast used a combinaƟon of informaƟon derived from 22 ﬁnancial insƟtuƟons, from pricing used in technical reports ﬁled with Canadian
regulatory authoriƟes over the previous 12-month period from the eﬀecƟve date of the mineral resource esƟmate, from pricing reported by major mining
companies in public ﬁlings such as annual reports, historical average pricing.

Table of Contents
29
Mineral Reserve EsƟmate as of November 30, 2024 for the ArcƟc Project, Alaska USA
ClassiﬁcaƟon
Mt
Cu (%)
Pb (%)
Zn (%)
Au (g/t)
Ag (g/t)
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, 2024 and reviewed the reserves and the material assumpƟons in the S-K 1300 ArcƟc Report and conﬁrmed that the reserves and material
assumpƟons remain current as of November 30, 2024.
2.
Mineral Reserves were esƟmated assuming open pit mining methods and include a combinaƟon of internal and contact diluƟon. Total diluƟon 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. The long-term metal price forecast used a
combinaƟon of informaƟon derived from 22 ﬁnancial insƟtuƟons, from pricing used in technical reports ﬁled with Canadian regulatory authoriƟes over the
previous 12-month period prior to the publicaƟon of the S-K 1300 ArcƟc report, from pricing reported by major mining companies in public ﬁlings such as annual
reports in the previous 12-month period prior to the publicaƟon of the S-K 1300 ArcƟc report, spot pricing, and three-year trailing average pricing.
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 elevaƟon, respecƟvely.
6.
Costs applied to processed material following: process operaƟng 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.     
7.
Strip raƟo (waste:ore) is 7.3:1.
8.
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.
9.
Fixed royalty percentage of 1% NSR.
10. Trilogy Metals’ 50% aƩributable 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 descripƟons summarize selected informaƟon about the Upper Kobuk Mineral Projects, which are located in the Ambler Mining District of Alaska
and include the ArcƟc Project and the Bornite Project. The ArcƟc Project and the Bornite Project are held by Ambler Metals, of which Trilogy holds a 50%
interest. All mineral resources and mineral reserve esƟmates with respect to the ArcƟc 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 AcƟviƟes” for more
informaƟon 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 $107.5 million as of November 30, 2024.
ArcƟc Project
The Company is subject to and required to disclose mineral resources and mineral reserves in accordance with Subpart 229.1300 of RegulaƟon S-K –
Disclosure by Registrants Engaged in Mining OperaƟons (“S-K 1300”). While the S-K 1300 rules are similar to NaƟonal Instrument 43-101 Standards of
Disclosure for Mineral Projects (“NI 43-101”) rules in Canada, they are not idenƟcal and therefore two reports have been produced for the ArcƟc Project. The
informaƟon in Item 2, ProperƟes, contains perƟnent informaƟon required under both NI 43-101 and S-K 1300.
Tonnage
 Average Grade
Probable Mineral Reserves – 50% AƩributable Interest
23.35
2.11
0.56
2.90
0.42
31.8

Table of Contents
30
Except as otherwise stated, the scienƟﬁc and technical informaƟon relaƟng to the ArcƟc Project contained in this Form 10-K is derived from the (i) 2023 S-K
1300 report for the ArcƟc Project Ɵtled “ArcƟc Project S-K 1300 Technical Report Summary, Ambler Mining District, Alaska” dated November 30, 2022
prepared by Ausenco Engineering Canada Inc., Wood Canada Limited,  SRK ConsulƟng (Canada) Inc. and Brown and Caldwell, each of whom are not aﬃliated
with Trilogy  (“S-K 1300 ArcƟc Report”) and the (ii) 2023 ArcƟc Report Ɵtled “ArcƟc Project NI 43-101 Technical Report on Feasibility Study, Ambler Mining
District, Alaska” with an eﬀecƟve date of January 20, 2023, prepared by Ausenco Engineering Canada Inc., Wood Canada Limited, SRK ConsulƟng (Canada) Inc.
and Brown and Caldwell (“NI 43-101 ArcƟc Report”).  The informaƟon regarding the ArcƟc Project is based on assumpƟons, qualiﬁcaƟons and procedures
which are not fully described herein.  Reference should be made to the full text of the S-K 1300 ArcƟc Report and the NI 43-101 ArcƟc Report which has been
ﬁled, as applicable, with the relevant US and Canadian securiƟes regulatory authoriƟes.  The NI 43-101 ArcƟc Report is available for review on SEDAR+ at
www.sedarplus.ca and the S-K 1300 ArcƟc Report is available for review on EDGAR at www.sec.gov.
ArcƟc Project DescripƟon, LocaƟon and Access
Project DescripƟon
NovaGold acquired the ArcƟc Project from KennecoƩ ExploraƟon Company and KennecoƩ ArcƟc Company (collecƟvely, “KennecoƩ”) in 2004. In 2011,
NovaGold transferred all copper projects to NovaCopper Inc. and spun-out NovaCopper to its then exisƟng shareholders in 2012. NovaCopper Inc.
subsequently underwent a name change to Trilogy Metals Inc. in 2016. Under the KennecoƩ Purchase and TerminaƟon Agreement, KennecoƩ retained a 1%
net smelter return (“NSR”) royalty that was subsequently sold by KennecoƩ. The 1% NSR runs with the lands and is purchasable at any Ɵme from the royalty
holder for a one-Ɵme payment of $10 million.
The ArcƟc 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 formaƟon of the joint venture, Trilogy contributed all of its Alaskan assets, including the ArcƟc Project and the NANA Agreement, to Ambler Metals
in exchange for a 50% membership interest and at the same Ɵme, South32 contributed $145 million in cash for a 50% membership interest.
The land tenure consists of 2,136 conƟguous 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 reservaƟons 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 prospecƟng for, extracƟon of, or basic processing of minerals.”
NANA controls lands granted under the Alaska NaƟve Claims SeƩlement Act to the south of the ArcƟc Project boundary. Ambler Metals and NANA are parƟes
to the NANA Agreement that consolidates the parƟes’ land holdings into an approximately 190,929 hectares land package and provides a framework for the
exploraƟon and development of the area. The NANA Agreement has a term of 20 years, with an opƟon in favour of Ambler Metals to extend the term for an
addiƟonal 10 years. If, following receipt of a feasibility study and the release for public comment of a related draŌ environmental impact statement, a decision
is made to proceed with construcƟon 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
parƟes will, as soon as reasonably pracƟcable, form a joint venture with NANA elecƟng to parƟcipate between 16% to 25%, and Ambler Metals owning the
balance of the interest in the joint venture. If Ambler Metals decides to proceed with construcƟon 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 ArcƟc Project along routes approved by NANA. In consideraƟon
for the grant of such surface use rights, NANA will receive a 1% net smelter royalty on producƟon and provide an annual payment on a per acre basis.

Table of Contents
31
LocaƟon and Access
The ArcƟc Project is located in the Ambler Mining District of the southern Brooks Range, in the Northwest ArcƟc Borough (“NWAB”) of Alaska. The ArcƟc
Project is geographically isolated with no current road access or nearby power infrastructure. The ArcƟc Project is about 270 km east of the town of Kotzebue,
37 km northeast of the village of Kobuk, and 260 km west of the Dalton Highway, an all-weather State maintained public road, at geographic coordinates
N67.17° laƟtude and W156.39° longitude and Universal Transverse Mercator (UTM) North American Datum (NAD) 83, Zone 4 coordinates 7453080N, 613110E.
Primary access to the ArcƟc Project is by air, using both ﬁxed wing aircraŌ and helicopters. There are four well-maintained, approximately 1,500 m-long gravel
airstrips located near the ArcƟc Project, capable of accommodaƟng charter ﬁxed wing aircraŌ. 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 ArcƟc Project. During the summer months, the Dahl Creek Camp airstrip is suitable for larger aircraŌ, such as a C-130 and
DC-6.
In addiƟon 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 aircraŌ, which support
the Bornite Camp with personnel and supplies. There is also a 450 m airstrip (ArcƟc airstrip) located at the base of ArcƟc Ridge that can support smaller
aircraŌ.
A winter trail and a one-lane dirt track suitable for high-clearance vehicles or construcƟon equipment links the ArcƟc Project’s main camp located at Bornite to
the Dahl Creek airstrip southwest of the ArcƟc deposit. An unimproved gravel track connects the ArcƟc airstrip with the ArcƟc 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 ArcƟc deposit, which were worked intermiƩently over the ensuing decades. Around this Ɵme, copper mineralizaƟon at Ruby Creek and Pardner Hill in the
northern Cosmos Hills was explored using small shaŌs 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 exploraƟon subsidiary of KennecoƩ, opƟoned the Ruby Creek property from Berg in 1957. The prospect became
known as Bornite and KennecoƩ conducted extensive exploraƟon over the next

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32
decade, culminaƟng in the discovery of the high-grade No. 1 zone and the sinking of an exploraƟon shaŌ to conduct underground drilling.
While exploring the Bornite deposit, BCMC carried out reconnaissance exploraƟon throughout the western Brooks Range, including a large regional stream
sediment survey in 1962. IniƟal follow up did not idenƟfy mineralizaƟon 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 mineralizaƟon the
following year. The area was subsequently staked and, in 1967, nine core holes were drilled at the ArcƟc deposit, eight of which yielded massive sulphide
intercepts over an almost 500-m strike length.
BCMC conducted intensive exploraƟon on the property unƟl 1977 and then intermiƩently through to 1998. No drilling or addiƟonal exploraƟon was
conducted on the ArcƟc Project between 1999 and 2003.
In addiƟon to drilling and exploraƟon at the ArcƟc deposit, BCMC also conducted exploraƟon 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 compeƟng companies in the area,
including Sunshine Mining Company, Anaconda Company, Noranda ExploraƟon Company, GCO Minerals Company, Cominco American Resource Inc.
(Cominco), Teck Cominco, Resource Associates of Alaska, WaƩs, Griﬃs and McOuat Ltd., and Houston Oil and Minerals Company, culminaƟng into a claim
staking war in the district in 1973. Falconbridge and Union Carbide also conducted work later in the district.
District exploraƟon by Sunshine Mining Company and Anaconda resulted in two addiƟonal signiﬁcant discoveries in the district; the Sun deposit located 60 km
east of the ArcƟc deposit, and the Smucker deposit located 36 km west of the ArcƟc deposit. These two deposits are outside the current ArcƟc Project area.
District exploraƟon conƟnued unƟl the early 1980s on the four larger deposits in the district (ArcƟc, 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,
conƟnues to hold the Smucker deposit. In 2007, Andover Mining CorporaƟon 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 aŌer the creditors for the bankrupt Andover Mining CorporaƟon failed to pay the annual rent of the state claims and submit the Annual Labour
Statement.
In 1981 and 1983, KennecoƩ received three US Mineral Survey patents (MS2245 totaling 240 acres over the ArcƟc 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 CorporaƟon, Inc. in 1986.
No producƟon has occurred at the ArcƟc deposit or at any of the other deposits within the Ambler Mining District.
Prior Ownership and Ownership Changes – ArcƟc Deposit and the Ambler Lands
BCMC iniƟally staked federal mining claims covering the ArcƟc deposit area beginning in 1966. The 1960’s drill programs deﬁned a signiﬁcant high-grade
polymetallic resource at the ArcƟc deposit and, in the early 1970s, KennecoƩ began the patent process to obtain complete legal Ɵtle to the ArcƟc deposit. In
1981, KennecoƩ 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 addiƟonal claims totaling 31.91 acres.
With the passage of the Alaska NaƟonal Interest Lands ConservaƟon Act in 1980, which expedited naƟve 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 selecƟons
covered much of the Ambler schist belt, host

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33
to the volcanogenic massive sulphide deposits including the ArcƟc deposit, while NANA selected signiﬁcant porƟons of the Ambler Lowlands to the immediate
south of the ArcƟc deposit as well as much of the Cosmos Hills including the area immediately around Bornite.
In 1995, KennecoƩ renewed exploraƟon in the Ambler schist belt containing the ArcƟc deposit patented claims by staking an addiƟonal 48 state claims at Nora
and 15 state claims at Sunshine Creek. In the fall of 1997, KennecoƩ staked 2,035 state claims in the belt consolidaƟng their enƟre land posiƟon and acquiring
the majority of the remaining prospecƟve terrain in the VMS belt. Five more claims were subsequently added in 1998. AŌer a short period of exploraƟon
which focused on geophysics and geochemistry combined with limited drilling, exploraƟon work on the ArcƟc Project again entered a hiatus.
On March 22, 2004, Alaska Gold Company (“Alaska Gold”), a wholly-owned subsidiary of NovaGold completed an ExploraƟon and OpƟon Agreement with
KennecoƩ to earn an interest in the Ambler land holdings.
Previous ExploraƟon and Development Results – ArcƟc Deposit
KennecoƩ’s ownership of the ArcƟc Project saw two periods of intensive work from 1965 to 1985 and from 1993 to 1998, before opƟoning the property to
NovaGold in 2004.
Though reports, memos, and ﬁles exist in KennecoƩ’s Salt Lake City oﬃce, only limited digital compilaƟon of the data exists for the earliest generaƟon of
exploraƟon at the ArcƟc deposit and within the VMS belt. Beginning in 1993, KennecoƩ iniƟated a re-evaluaƟon of the ArcƟc deposit and assembled a
computer database of previous work at the ArcƟc deposit and in the district. A computer-generated block model was constructed in 1995 and an updated
resource esƟmate was performed using the block model. Subsequently, KennecoƩ 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 exploraƟon that occurred as a result of the 1973 staking war, much of the earliest exploraƟon work on
the Ambler Schist belt was lost during the post-1980 hiatus in district exploraƟon. The following subsecƟons outline the best documented data at the ArcƟc
deposit as summarized in the 1998 KennecoƩ exploraƟon report, including the assembled computer database; however, this outline is not considered to be
either exhausƟve or in-depth.
In 1982, geologists with KennecoƩ, Anaconda and the State of Alaska published the deﬁniƟve geologic map of the Ambler schist belt (Hitzman et al. 1982).
The S-K 1300 ArcƟc Report and the NI 43-101 ArcƟc Report both summarize the known exploraƟon mapping, geochemical, and geophysical programs
conducted for VMS targets in the Ambler Mining District.  Table 1 below summarizes the exploraƟon mapping, geochemical, geophysical, and mining studies
conducted on the ArcƟc deposit.
Geological Seƫng, MineralizaƟon 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, graphiƟc and calcareous
volcaniclasƟc metasediments; and 2) epigeneƟc carbonate-hosted copper deposits occurring in Silurian to Devonian age carbonate and phylliƟc 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 mineralizaƟon can be found along the enƟre 110 km strike length of the district. Immediately south of
the Schist belt, in the Cosmos Hills, a Ɵme equivalent secƟon of the Anirak Schist includes the approximately 1 km thick Bornite Carbonate

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34
Sequence. MineralizaƟon 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 porƟon and thrust faulƟng 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 siliciclasƟc strata with interlayered
maﬁc lava ﬂows and sills. The clasƟc strata, derived from terrigenous conƟnental 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, penetraƟve deformaƟon. Sustained upper greenschist-facies metamorphism with coincident
formaƟon of a penetraƟve schistosity and isoclinal transposiƟon of bedding marks the ﬁrst deformaƟon period. Pervasive similar-style folds on all scales
deform the transposed bedding and schistosity, deﬁning the subsequent event. At least two later non-penetraƟve compressional events deform these earlier
fabrics. ObservaƟons of the structural and metamorphic history of the Ambler Mining District are consistent with current tectonic evoluƟon models for the
Schist belt, based on the work of others elsewhere in the southern Brooks Range (GoƩschalk and Oldow, 1988; Till et al., 1988; Vogl et al., 2002).
ArcƟc Deposit Geology
Previous workers at the ArcƟc 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 resulƟng in numerous individual mineralized zones represenƟng relaƟvely thin sulphide
horizons.
Earlier work by Ambler Metals deﬁned the ArcƟc deposit as two or more discrete horizons of sulphide mineralizaƟon contained in a complexly deformed
isoclinal fold with an upright upper limb and an overturned lower limb hosƟng the main mineralizaƟon. Nearby drilling suggested that a third upright lower
limb, likely occurs beneath the currently explored straƟgraphy.
MineralizaƟon  
MineralizaƟon occurs as straƟform semi-massive sulphide (“SMS”) to massive sulphide (“MS”) beds within primarily graphiƟc 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 mineralizaƟon occurs within
eight modelled zones lying along the upper and lower limbs of the ArcƟc isoclinal anƟcline. The zones are all within an area of roughly 1 km2 with
mineralizaƟon extending to a depth of approximately 250 m below the surface. There are ﬁve zones of MS and SMS that occur at speciﬁc pseudo-straƟgraphic
levels which make up the bulk of the Mineral Resource esƟmate. The other three zones also occur at speciﬁc pseudo-straƟgraphic levels, but are too
disconƟnuous.
Unlike more typical VMS deposits, mineralizaƟon is not characterized by steep metal zonaƟon or massive pyriƟc zones. MineralizaƟon dominantly consists of
sheet-like zones of base metal sulﬁdes with variable pyrite and only minor zonaƟon, usually on a small scale.
MineralizaƟon is predominately coarse-grained sulphides comprising chalcopyrite, sphalerite, galena, tetrahedrite-tennanƟte, pyrite, arsenopyrite, and
pyrrhoƟte. 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

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35
associated with the mineralized horizons include quartz, barite, white mica, chlorite, sƟlpnomelane, talc, calcite, dolomite and cymrite.
Deposit Types
The mineralizaƟon at the ArcƟc deposit and at several other known occurrences within the Ambler Sequence straƟgraphy of the Ambler Mining District
consists of Devonian age, polymetallic (zinc-copper-lead-silver-gold) VMS-like occurrences.
ObservaƟons and interpretaƟons at the ArcƟc deposit such as: 1) the tectonic seƫng with Devonian volcanism in an evolving conƟnental riŌ; 2) the geologic
seƫng with bimodal volcanic rocks including pillow basalts and felsic volcanic tuﬀs; 3) an alteraƟon assemblage with well-deﬁned magnesium-rich footwall
alteraƟon and sodium-rich hanging wall alteraƟon; and 4) typical polymetallic base-metal mineralizaƟon with massive and semi-massive sulphides, are
indicaƟve of a VMS deposit that has undergone high strain and complex folding and faulƟng.  
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 riŌing. However, the abundance of volcaniclasƟc rocks with argillaceous sedimentary rocks and the
tabular nature of mineralizaƟon are considered by Piercey (2022) to be similar to felsic silicilasƟc VMS environments.
Evidence exists for both exhalaƟon and emplacement on the seaﬂoor and replacement of rocks in the sub-seaﬂoor, either via ﬁlling of void space or via
dissoluƟon of original rocks and replacement by new minerals (Piercey, 2022). For example, the presence of barite, aƩributed to the mixing of BaCl2(aq) from
hydrothermal ﬂuids with seawater sulphate (SO4(aq)) at the vent-seawater interface supports some of the mineralizaƟon at ArcƟc likely precipitated on the
seaﬂoor. In contrast, there is ample textural evidence of subseaﬂoor replacement at ArcƟc, such as the presence of transiƟons from massive sulphides into
selecƟve replacement of interpreted permeable tuﬀ beds in the hanging wall mudstones.
The tonnage, grades, and straƟgraphic seƫng of the ArcƟc deposit, and its broader tectonostraƟgraphic seƫng, are similar to other felsic siliclasƟc VMS
environments globally. The deposit has strong similariƟes 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 exploraƟon targeƟng in the ArcƟc Project area.
ExploraƟon
Table 1 summarizes the exploraƟon work conducted by NovaGold, Trilogy (formerly, NovaCopper) and Ambler Metals from 2004 to 2022. Field exploraƟon was
largely conducted during the period between 2004 to 2007 and 2021 to 2022 with associated engineering and characterizaƟon studies between 2008 and
2021.
Table 1 - Summary of Overall ExploraƟon AcƟviƟes TargeƟng VMS Style MineralizaƟon in the Ambler Sequence StraƟgraphy and the ArcƟc Deposit
Work Completed
Year
Details
Focus
Geological Mapping
-
2004
-
ArcƟc deposit surface geology
-
2005
-
Ambler Sequence west of the ArcƟc
deposit
-
2006
-
COU, Dead Creek, Sunshine, Red
-
2015, 2016
SRK
Geotechnical Structural Mapping

Table of Contents
36
Work Completed
Year
Details
Focus
-
2016
-
ArcƟc deposit surface geology
-
2021
-
Snow, Ambler, Nani, DH, Cliﬀ,
Sunshine, Dead Creek, BT, 98-
9/Pipe, COU, SE ArcƟc, Nora
-
2022
-
Snow, Ambler, Nani, DH, Bud,
Sunshine, Dead Creek, BT, 98-
9/Pipe, COU, East ArcƟc, Nora,
South Cliﬀ, SK, Cynbad, Z, Tom Tom,
Kogo/White Creek
Geophysical Surveys
SWIR Spectrometry
2004
2004 drill holes
AlteraƟon characterizaƟon
TDEM
2005
2 loops
Follow-up of KennecoƩ DIGHEM
EM survey
2006
13 loops
District targets
2007
6 loops
ArcƟc extensions
Downhole EM
2007
4 drill holes
ArcƟc deposit
VTEM Plus (VersaƟle Time Domain
ElectromagneƟc) airborne helicopter
geophysical
2019
400m line spacing with 200m inﬁll with Ɵe lines 4000m
spacing
Ambler Mining District and Cosmos
Hills with inﬁll over ArcƟc, Sunshine
and Horse-Cliﬀ
ZTEM (Z-Axis Tipper ElectromagneƟc)
airborne helicopter geophysical
2019
400m line spacing with Ɵe lines 4000m spacing
Ambler Mining District and Cosmos
Hills with inﬁll over ArcƟc, Sunshine
and Horse-Cliﬀ
Geochemistry
-
2005
-
Stream silts – core area prospects
-
2006
-
Soils – core area prospects
-
-
Stream silts – core area prospects
-
2007
-
Soils – ArcƟc deposit area
-
2021
-
Soils - VTEM 26-29, JA Creek, West
Dead Creek, Dead Creek
-
2022
-
Soils - Sub ArcƟc Valley, South Cliﬀ, 
VTEM 26-29, VTEM-41, VTEM-23 , 
East and West Sunshine, Tom Tom, 
Kogo/White Creek, SK, Cynbad, East 
ArcƟc,  West Dead Creek, Dead 

Table of Contents
37
Work Completed
Year
Details
Focus
Creek, 98-9/Pipe, Z, Nora, Ambler, 
Nani
-
 
Streams silts - Core area prospects
Survey
Collar
2004 to 2011,
2018, 2019,
2021, 2022
DGPS
All 2004 to 2019 NovaCopper drill
holes
2004, 2008
Resurveys
Historical KennecoƩ drill holes
Photography/Topography
2010
-
Photography/topography
LiDAR Survey
2015, 2016
-
LiDAR over ArcƟc Deposit
Technical Studies
Geotechnical
2010
BGC
Preliminary geotechnical and
hazards
ML/ARD
2011
SRK
Preliminary ML and ARD
Metallurgy
2012
SGS
Preliminary mineralogy and
metallurgy
Geotechnical and Hydrology
2012
BGC
Preliminary rock mechanics and
hydrology
Geotechnical and Hydrology
2015, 2016,
2018, 2019,
2021, 2022
SRK
ArcƟc PFS and FS slope design                                                      
ML/ARD
2015, 2016,
2017, 2018,
2019
SRK
StaƟc kineƟc tests and ABA update -
ongoing
Metallurgy
2015, 2016,
2017, 2018,
2019, 2021
SGS, ALS
Cu-Pb SeparaƟon Testwork;
FlotaƟon and Variability Testwork;
SAG Mill ComminuƟon (SMC)
Testwork, ﬁltraƟon Testwork,
thickener Testwork, and tailings
seƩling tesƟng
Project EvaluaƟon
Resource EsƟmaƟon
2008
SRK
Resource esƟmaƟon
PEA
2011
SRK
PEA - Underground
 
2012
Tetra Tech
PEA – Open Pit
PFS
2018
Ausenco
Pre-Feasibility Study
FS
2020
Ausenco
Feasibility Study

Table of Contents
38
Note:
SWIR = short wave infrared; LiDAR = light detecƟon and ranging; ML = metal leaching; BGC = BGC Engineering Inc.; SGS = SGS Canada; ALS = ALS
Metallurgy; PEA = preliminary economic assessment.
Drilling
Drilling at the ArcƟc deposit and within the Ambler Mining District has been ongoing since the iniƟal discovery of mineralizaƟon 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 ArcƟc deposit or on potenƟal
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 exploraƟon
holes from the 2022 program, for which assay results were not available - were considered for use in the esƟmate 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.
Table 2 – Summary of Geotechnical Drilling
 
2011
2015
2016
2017
2018
2019
2021
2022
Number of Holes
5
2
3
11
24
4
8
5
Oriented core
X
X
X
X
X
X
Water level monitoring
X
X
X
X
X
X
X
X
Falling head packer tests
X
Point load tests
X
X
X
X
X
X
Uniaxial compressive strength
X
X
X
Direct shear tesƟng
X
X
X
X
X
Modulus tesƟng
X
X
X
Triaxial tesƟng
X
X
X
X
X
AcousƟc Televiewer
X
Falling Head, Singleor Straddle packer tests
X
X
AirliŌ pump test
X
Hydraulic conducƟvity tesƟng (slug tesƟng)
X
Cohesive and residual shear strength tests on soils
X
X
Compressive strength test on core and rock
X
X
Extended duraƟon injecƟon tests
X

Table of Contents
39
Table 3 – Summary of Geotechnical Drilling by Year and Purposes
Year
Purpose
2011
Obtain geotechnical data in areas of the deposit that may host underground infrastructure or could pose issues with
underground mining.
2015
Collect geotechnical and hydrological data to beƩer understand the wall rock characterisƟcs and hydrology within
the open pit area.
2016
Complete the 3 drill holes that were deferred/not completed from the 2015 program.
2017
Collect geotechnical and hydrological data for tailings management and waste rock faciliƟes within the enƟre Sub
ArcƟc Creek valley.
2018
Collect geotechnical and hydrological data for waste rock dump, tailings management facility, and surface
infrastructure in the Upper Sub ArcƟc Creek Valley.
2019
Provide addiƟonal geotechnical and hydrological data for pit design for the Feasibility Study.
2021
Deﬁne talc horizons on east side of pit for pit design.
2022
Deﬁne extent of lower talc horizons on northeast side of pit for pit design.
NovaGold re-surveyed collars of selected historical holes in 2004 and again in 2008. The re-surveys showed liƩle variaƟon compared to the historical surveys.
The downhole survey data show a pronounced deviaƟon of the drill holes toward an orientaƟon more normal to the foliaƟon.
Incomplete KennecoƩ 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%. KennecoƩ RQD measurements in the 1998 program averaged 87.0%. There has been no systemaƟc evaluaƟon of recovery by rock type.
Core recovery during NovaGold/NovaCopper/Trilogy Metals and Ambler Metals drill programs was good to excellent, resulƟng in quality samples with liƩle to
no bias.
Sampling, Analysis and Data VeriﬁcaƟon
Sampling and Analysis
The data for the ArcƟc deposit were generated over three primary drilling campaigns: 1966 to 1986 when BCMC, a subsidiary of KennecoƩ was the primary
operator, 1998 when KennecoƩ resumed work aŌer a long hiatus, and 2004 to present under NovaGold, Trilogy (formerly, NovaCopper), and Ambler Metals.
Between 2004 and 2005, NovaGold conducted a systemaƟc drill core re-logging and re-sampling campaign of KennecoƩ and BCMC era drill holes AR-09 to AR-
74. NovaGold either took 1 to 2 m samples every 10 m or sampled enƟre lengths of previously unsampled core within a minimum of 1 m and a maximum or 3
m intervals. The objecƟve of the sampling was to generate a full ICP geochemistry dataset for the ArcƟc deposit and ensure conƟnuous sampling throughout
the deposit.
From 2004 to 2019, sample intervals are determined by the geological relaƟonships observed in the core and limited to a 2.5 m maximum length and 1 m
minimum length. Sample intervals terminate at lithological and mineralizaƟon boundaries.
AŌer 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 faciliƟes 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 tesƟng.

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40
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 submiƩed for mulƟelement analysis of a 0.25 gram sample by InducƟvely Coupled Plasma (ICP) Mass Spectrometry (MS) following a 4-acid
digesƟon, and for gold analysis of a 30 gram sample by Fire Assay (FA) with an Atomic AbsorpƟon (AA) ﬁnish.  Over limit ICP-MS Cu, Pb, and Zn samples were
resubmiƩed for analysis of a 0.4 gram sample by ICP-Atomic Emission Spectroscopy (AES) or AA following a 4 acid digesƟon. The overlimit value for Cu, Pb, and
Zn is 10,000 ppm. Over limit gold results were resubmiƩed for analysis of a 30 gram sample by FA with a Gravimetric ﬁnish. The overlimit value for Au is 10
ppm. The Lower detecƟon limits for Cu, Pb, and Zn by ICP-MS are 0.2 ppm, 0.5 ppm, and 2 ppm respecƟvely. The lower detecƟon 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 submiƩed 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 populaƟon using a random selecƟon of 5% of the samples within percenƟle range groups.
GeoSpark ConsulƟng has prepared several reports summarizing the control sample results received between 2004 and 2019.
Paired laboratory and ﬁeld determinaƟons for mineralized zone SG measurements from 1998 and the 2004 program show very low variaƟon.
SRK conducts monthly QA/QC review of kineƟc test leachates for all operaƟng kineƟc tests.
Data VeriﬁcaƟon
Wood qualiﬁed persons reviewed database veriﬁcaƟon 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 predicƟons
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 esƟmaƟon but using the re-assay results would further miƟgate the risk associated with the observed biases in the historic Cu
and Pb values.
Overall, the database veriﬁcaƟon 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 supporƟng the Mineral Resource esƟmated for the ArcƟc deposit. Some deﬁciencies exist that
when recƟﬁed will make the drill hole database even more robust.
Mineral Processing and Metallurgical TesƟng
Since 1970, metallurgical testwork has been conducted to evaluate the ability of the ArcƟc deposit to produce copper, lead and zinc concentrates. In general,
the samples tested produced similar metallurgical performances and the ArcƟc Project has seen the development of a robust metal recovery process to
support the current operaƟonal plans. Work

Table of Contents
41
conducted included mineralogy and ﬂotaƟon tesƟng, locked cycle tests, comminuƟon tests, copper/lead separaƟon testwork, talc opƟmizaƟon testwork, and
thickening and ﬁltraƟon tesƟng.
Testwork can be broken into four key Ɵme periods:
1.
Historical testwork completed prior to 2012, primarily by KennecoƩ Research Centre in Utah, and Lakeﬁeld Research Ltd., Lakeﬁeld, Ontario;
2.
Preliminary Trilogy testwork conducted at SGS Mineral Services, Burnaby (“SGS Burnaby”), 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 Burnaby conducted a metallurgical test program to further study metallurgical responses of the samples produced from Zones 1, 2, 3, and 5 of
the ArcƟc deposit. The ﬂotaƟon test procedures used talc pre-ﬂotaƟon, convenƟonal copper-lead bulk ﬂotaƟon and zinc ﬂotaƟon, followed by copper and lead
separaƟon. 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 separaƟon) were as follows:
●
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 separaƟon tests on the bulk copper–lead concentrate produced from the locked cycle tests generated
reasonable copper and lead separaƟon. 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 beƩer deﬁne the copper and lead separaƟon process
was conducted in 2017, including a more detailed evaluaƟon of the precious metal deportment in the copper and lead separaƟon process.
Grindability tesƟng was completed during both the SGS Burnaby and ALS Metallurgy testwork programs to support the design and economics of eﬃcient
grinding of the ArcƟc 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 relaƟvely soŌ, 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 soŌ or very soŌ in terms of grinding requirements. The grinding testwork was used to support
detailed grinding circuit design.

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42
In 2017, ALS Metallurgy conducted detailed copper and lead separaƟon ﬂotaƟon testwork using a bulk sample of copper– lead concentrate produced from the
operaƟon of a pilot plant. This testwork conﬁrmed high lead recoveries in locked cycle tesƟng of the copper–lead separaƟon process and conﬁrmed precious
metal recoveries into the representaƟve 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 parƟcles.
The conclusions of testwork conducted both in 2012 and 2017 indicate that the ArcƟc materials are well-suited to the producƟon of high-quality copper and
zinc concentrates using ﬂotaƟon 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 variaƟons within the deposit will be observed as
indicated by the grade variaƟons observed in variability samples, however, mill feed variability is expected to be limited and readily manageable with good
plant operaƟonal pracƟces. Lead concentrates have the potenƟal 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 potenƟal 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 representaƟve concentrate samples, to provide thickening and ﬁltraƟon data for the various
concentrates. SeƩling and ﬁltraƟon rates were observed to be typical for sulﬁde concentrates and moisture contents in ﬁnal ﬁlter cakes were observed to be
lower than expected.
Metallurgical testwork was completed to provide representaƟve tailings samples for use in detailed solids seƩling and compacƟon testwork to provide data for
tailings design studies.
A detailed study of water treatment chemistry was undertaken to evaluate and conﬁrm the opƟon of destroying cyanide contained in soluƟons from the
proposed copper–lead separaƟon 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 concentraƟons within the proposed tailings pond soluƟons.
In 2021, various metallurgical testwork programs were conducted at ALS Metallurgy, SGS, and MO Group. ALS Metallurgy completed several testwork
programs, including ﬂotaƟon tesƟng with the PreﬂotaƟon circuit only to establish talc performance; further ﬂowsheet development test work to invesƟgate
the beneﬁts of sequenƟal ﬂotaƟon versus the original bulk ﬂow sheet; and a variability testwork to support the development of improved metallurgical
recovery models.
The objecƟve of the ALS Metallurgy program was to invesƟgate bulk and sequenƟal ﬂotaƟon ﬂowsheets with composites formed from two parent composites,
and then select a ﬂowsheet for a geo-metallurgical evaluaƟon through tesƟng with variability samples.
The mineralizaƟon was amenable to either a bulk ﬂowsheet followed by copper-lead separaƟon, or a sequenƟal ﬂowsheet, both following a pre-ﬂotaƟon stage
to remove talc.
Table 4 shows average performance obtained for the Avg Talc Composite in the Flowsheet Development phase of the tesƟng.

Table of Contents
43
Table 4 – Comparison of Bulk versus SequenƟal Locked-Cycle Test Results – ALS 2021
Composite
Assays
DistribuƟon (%)
Cu
(%)
Pb
(%)
Zn
(%)
Ag
(g/t)
Au
(g/t)
Mg
(%)
Cu
Pb
Zn
Ag
Au
Avg Talc Bulk
Copper concentrate 
28.0 
0.86 
4.27 
181 
4.17 
0.46 
87.3 
8.3 
9.1 
36.0 
60.9
Lead concentrate 
7.90 
39.0 
6.30 
1124 
4.75 
1.23 
5.1 
78.1 
2.8 
46.0 
14.3
Zinc concentrate 
0.87 
0.38 
55.9 
41 
0.35 
0.04 
1.9 
2.6 
83.3 
5.7 
3.5
Avg Talc - SequenƟal
Copper concentrate 
27.6 
0.87 
2.05 
168 
3.23 
1.96 
90.2 
8.9 
4.7 
34.9 
48.7
Lead concentrate 
2.72 
49.3 
9.71 
1360 
5.31 
1.40 
1.2 
69.9 
3.1 
39.4 
11.2
Zinc concentrate 
0.98 
1.09 
54.5 
47 
0.77 
0.17 
2.1 
7.3 
83.5 
6.5 
7.7
Copper recovery to the copper concentrate was slightly higher for the sequenƟal ﬂowsheet; however, gold recovery to the copper concentrate was
substanƟally lower. The lead concentrate grade for the Avg Talc composite could likely be improved over that shown above with opƟmizaƟon of copper-lead
separaƟon condiƟons 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 sequenƟal circuit, but similar in the lead concentrate for both circuits.
Based on economic analysis comparing the bulk and sequenƟal circuit, the bulk circuit ﬂowsheet was selected for the Variability tesƟng.
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 of Contents
44
Table 5 – Summary of Overall Metal Recovery – ArcƟc Project
Process stream
Mass
%  
Concentrate Grade  
Metal Recoveries  
Cu
%  
Pb
%  
Zn
%  
Au
g/t  
Ag
g/t  
Cu
%  
Pb
%  
Zn
%  
Au
%  
Ag
%  
Process Feed  
100
2.1
0.5
2.8
0.4
31.1
-
-
-
-
-
Copper Conc.  
6.3
30.3
1.7
0.7
3.4
160.5
92.1
19.4
1.6
52.2
32.4
Lead Conc.  
0.6
2.0
53.9
5.9
14.1
2425.8
0.6
61.3
1.3
21.4
48.8
Zinc Conc.  
4.7
1.0
0.5
53.6
0.3
38.3
2.2
4.4
88.4
3.2
5.7
Tailings  
88.4
0.1
0.1
0.3
0.1
4.6
5.1
14.8
8.7
23.2
13.1
SGS conducted SAG Power Index (SPI®) tests to invesƟgate the eﬀect of friable ores on the plant throughput.
MO Group conducted talc circuit modelling using the data obtained from the ALS Metallurgy PreﬂotaƟon test work program to invesƟgate the beneﬁts of talc
circuit open and closed-circuit cleaning. The MO Group also conducted dewatering and ﬁltraƟon test work on the talc concentrate and ﬁnal tailings generated
from the PreﬂotaƟon test work program.
Thickening and ﬁltraƟon testwork were completed by the MO Group on representaƟve preﬂotaƟon concentrate and tailings samples, to invesƟgate
opportuniƟes to improve water recovery and reduce operaƟng costs. The results were used to incorporate a tailings thickener in the process plant ﬂow sheet.
Mineral Resource and Mineral Reserve EsƟmates
Mineral Resource EsƟmate  
Mineral Resources were ﬁrst disclosed under S-K 1300 standards for the ﬁscal year ended November 30, 2022 and deﬁniƟons in a ﬁling with the United States
SecuriƟes and Exchange Commission (SEC). A descripƟon of the key assumpƟons, parameters, and methods used in the mineral resource esƟmate are
included in Chapter 11 of the S-K 1300 ArcƟc Report . A brief discussion of the material assumpƟons and criteria used in the mineral resource esƟmaƟon are as
follows:  Mineral resource esƟmates are performed from a 3D block model based on geostaƟsƟcal applicaƟons using LeapFrog soŌware. 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 ArcƟc deposit.
The resource esƟmate was generated using drill hole sample assay results and the interpretaƟon of a geological model which relates to the spaƟal distribuƟon
of copper, lead, zinc, gold and silver. InterpolaƟon characterisƟcs were deﬁned based on the geology, drill hole spacing, and geostaƟsƟcal analysis of the data.
The eﬀects of potenƟally anomalous high-grade sample data, composited to 2 m intervals, are controlled by capping each mineralizaƟon zone. The grade
models have been validated using a combinaƟon of visual and staƟsƟcal methods. The resources were classiﬁed according to their proximity to the sample
data locaƟons and are reported using the standards and deﬁniƟons in S-K 1300 in the S-K 1300 ArcƟc Report. The tonnes, grade, and classiﬁcaƟon are the
same under the two standards of S-K 1300 and CIM DeﬁniƟon Standards for Mineral Resources and Mineral Reserves (May 2014) for those esƟmates reported
in this document. Model blocks esƟmated 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.

Table of Contents
45
The deposit is amenable to open pit extracƟon methods. Reasonable prospects for economic extracƟon were established by constraining mineralizaƟon within
a pit shell based on technical and economic assumpƟons presented in Table 6. As a result of ﬂaƩening the north end of the reserve pit to stabilize the pit wall
due to the presence of talc, a porƟon of the reserve pit extended beyond the resource constraining pit shell.  A second pass of resource tabulaƟon 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
OpƟmizaƟon Parameter
Unit
Value
Open Pit Mining Cost
$/t mined
3
Milling Cost + G&A
$/t processed
35
Pit Slope
degree
43
Copper Price
$/lb
3.00
Lead Price
$/lb
0.90
Zinc Price
$/lb
1.00
Gold Price
$/oz
1,300
Silver Price
$/oz
18
Metallurgical Recovery:  Copper
%
92
Lead
%
77
Zinc
%
88
Gold
%
63
Silver
%
56
Note: no adjustments for mining recovery or diluƟon. 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 Ɵme of the mineral resource
esƟmate.
Trilogy’s aƩributable interest in the Mineral Resource esƟmate exclusive of Mineral Reserves is stated in Table 7a. The Mineral Resource esƟmate 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).  The table below shows Mineral Resources on a 100% basis as well as Trilogy’s aƩributable interest of 50% of the tonnes and metal
content.
Table 7a – S-K 1300 Mineral Resource Summary Table, Exclusive of Mineral Reserves
Resource
Tonnage
Average Grade
Contained Metal Content
Cu
Pb
Zn
Au
Ag
Cu
Pb
Zn
Au
Ag
Category
(Mt)
(%)
(%)
(%)
(g/t)
(g/t)
(Mlb)
(Mlb)
(Mlb)
(koz)
(Moz)
Inferred -100%
4.5
1.92
0.70
 2.93
0.43
35.6
189
69
288
62
5
Inferred – 50%
AƩributable Interest
2.25
1.92
0.70
 2.93
0.43
35.6
94.5
34.5
144
31
2.5
Notes:

Table of Contents
46
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, 2024
and reviewed the resources and material assumpƟons in the S-K 1300 ArcƟc Report and conﬁrmed that the resources and material assumpƟons remain current
as of November 30, 2024.
2.
Mineral Resources were prepared in accordance with the standards and deﬁniƟons 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 operaƟng costs of $3/t mining and $35/t process and general and
administraƟve costs. The assumed average pit slope angle is 43º. The commodity pricing used a combinaƟon of two year trailing actual metal prices, and market
research and bank analyst forward price projecƟons, prepared in June 2020.
4.
As a result of ﬂaƩening the north end of the reserve pit to stabilize the pit wall due to the presence of talc, a porƟon of the reserve pit extended beyond the
resource constraining pit shell and a second pass of mineral resource tabulaƟon was performed exterior to the constraining resource pit and interior to the
constraining reserve pit which is included in the Mineral Resource tabulaƟon.
5.
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).
6.
The Mineral Resource esƟmate is reported exclusive of those Mineral Resources that were converted to Mineral Reserves.
7.
Figures may not sum due to rounding.
Table 7b – NI 43-101 Mineral Resource Summary Table, Inclusive of Mineral Reserves
Resource
Tonnage
Average Grade
Contained Metal Content
Cu
Pb
Zn
Au
Ag
Cu
Pb
Zn
Au
Ag
Conﬁdence Category
(Mt)
(%)
(%)
(%)
(g/t)
(g/t)
(Mlb)
(Mlb)
(Mlb)
(koz)
(Moz)
Indicated
35.7
2.98
0.79
4.09
0.59
45.2
2,347
621
3,216
675
52
Inferred
4.5
1.92
0.70
2.93
0.43
35.6
189
69
288
62
5
Notes:
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 operaƟng costs of $3/t mining and $35/t process and G&A. The
assumed average pit slope angle is 43°.
3.
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).
4.
As a result of ﬂaƩening the north end of the reserve pit to stabilize the pit wall due to the presence of talc, a porƟon 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 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 tabulaƟon.
5.
The Mineral Resource esƟmate is reported inclusive of those Mineral Resources that were converted to Mineral Reserves.  
6.
Trilogy Metals’ aƩributable interest is 50% of the amounts in the table.
7.
Figures may not sum due to rounding.
Factors that may aﬀect the mineral resource esƟmate are listed below:
●
UncertainƟes in sampling and drilling methods, data processing and handling.
●
Metal price assumpƟons.
●
UncertainƟes in the cost assumpƟons used to determine the cut-oﬀ grade.
●
UncertainƟes in the geological and mineralizaƟon shapes, and geological and grade conƟnuity assumpƟons.

Table of Contents
47
●
UncertainƟes in the historically predicted (esƟmated) SG values determined by Random Forest Regressor.
●
UncertainƟes in the geotechnical, mining, and metallurgical recovery assumpƟons.
●
UncertainƟes represented by historical assay values for payable metals.
●
UncertainƟes in the resource esƟmaƟon parameters including parameters such as capping values, search ellipsoids, variogram models, number of
composites.
●
Changes in the Mineral Resource ClassiﬁcaƟon criteria.
●
UncertainƟes to the input and design parameter assumpƟons that pertain to the conceptual pit constraining the esƟmates.
●
UncertainƟes in the assumpƟons made to the concentrate marketability, payability and penalty terms.
●
UncertainƟes in the assumpƟons regarding the conƟnued ability to access the site, retain mineral and obtain surface rights Ɵtles, obtain environment
and other regulatory permits, and maintain the social license to operate.
Mineral Reserve EsƟmates
Mineral Reserves were ﬁrst disclosed under S-K 1300 standards for the ﬁscal year ended November 30, 2022 in a ﬁling with the SEC. A descripƟon of the key
assumpƟons, parameters, and methods used in the mineral reserve esƟmate are included in Chapter 12 of the S-K 1300 ArcƟc Report . A brief discussion of
the material assumpƟons and criteria used in the mineral reserve esƟmaƟon are as follows: Mineral Reserves were classiﬁed in accordance with the standards
and deﬁniƟons of S-K 1300 in the S-K 1300 ArcƟc Report.  There are no diﬀerences in the resulƟng tonnes, grade, or classiﬁcaƟon between the two reporƟng
standards of S-K 1300 and CIM DeﬁniƟon Standards for Mineral Resources and Mineral Reserves (May 2014) for those esƟmates reported in this document.
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 reporƟng the Mineral Reserves is at delivery to the mill, as such, the Mineral Reserves for
the ArcƟc deposit incorporate appropriate mining diluƟon and mining recovery esƟmaƟons.
The pit shell that deﬁnes the ulƟmate pit limit was derived in WhiƩle using the Pseudoﬂow pit opƟmizaƟon algorithm. The opƟmizaƟon procedure uses the
block value and pit slopes to determine a group of blocks represenƟng pits of valid slopes that yield the maximum proﬁt. The block value is calculated using
informaƟon stored in the geological block model, commodity prices, mining and processing costs, process recovery, and the sales cost for the metals
produced. 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
opƟmizaƟon inputs.  Metal prices and costs were ﬁxed over the 13-year mine life .
Table 8 – OpƟmizaƟon Inputs
Metal Prices
Parameter
Unit
Value
Cu Conc.
Pb Conc.
Zn Conc.
Copper
$/lb
3.46
Lead
$/lb
0.91
Zinc
$/lb
1.12
Gold
$/oz
1,615

Table of Contents
48
Mining Cost
Process Costs
Process Recovery 
Reﬁning Cost
Parameter
Unit
Value
Cu Conc.
Pb Conc.
Zn Conc.
Silver
$/oz
21.17
Discount Rate
%
8
DiluƟon and Mine Losses
%
EsƟmated in a block-by-block basis, adding up 30% to 40%.
Reference Bench ElevaƟon
m
790
Base Cost
$/t
2.52
Incremental Mining Cost
Uphill (below 790m)
$/t/5m
0.02
Downhill (above 790m)
$/t/5m
0.012
OperaƟng Cost
$/t milled
18.31
G&A
$/t milled
5.83
Sustaining Capital
$/t milled
2.37
Road Toll Cost
$/t milled
8.04
Closure
$/t milled
4.27
Processing Rate
kt/d
10
Copper
%
89.9
2.4
2.7
Lead
%
8.1
79
2.2
Zinc
%
3.4
0.4
90.6
Gold
%
10.9
62.1
5.4
Silver
%
26.4
63.1
3.4
Payable – Main Element
%
96.5
95
85
Treatment Cost
$/dmt
80
160
215
Copper
$/lb
0.08
-
-
Gold
$/oz
5
10
-
Silver
$/oz
0.5
1.25
-
Transport Cost
$/dmt
271
Concentrate Losses
% weight
0.42

Table of Contents
49
Slope Angles
RoyalƟes
Note:  IRA = inter ramp angle
The Mineral Reserves statement is shown in Table 9. The table below shows Mineral Resources on a 100% basis as well as Trilogy’s aƩributable interest of 50%
of the tonnes and metal content.
Table 9 – Mineral Reserve EsƟmate
Conﬁdence Category
Mt
Cu (%)
Pb (%)
Zn (%)
Au (g/t)
Ag (g/t)
Notes:
1.
A Qualiﬁed Person and an employee of the Company, has reviewed the reserves and material assumpƟons in the S-K 1300 ArcƟc Report and conﬁrmed that the
reserves and the material assumpƟons remain current as of November 30, 2024.
2.
Mineral Reserves were esƟmated assuming open pit mining methods and include a combinaƟon of internal and contact diluƟon. Total diluƟon 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.  The long-term metal price forecast used a
combinaƟon of informaƟon derived from 22 ﬁnancial insƟtuƟons, from pricing used in technical reports ﬁled with Canadian regulatory authoriƟes over the
previous 12-month period prior to the publicaƟon of the S-K 1300 ArcƟc report, from pricing reported by major mining companies in public ﬁlings such as annual
reports in the previous 12-month period prior to the publicaƟon of the S-K 1300 ArcƟc report, spot pricing, and three-year trailing average pricing.
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 elevaƟon, respecƟvely.
Parameter
Unit
Value
Cu Conc.
Pb Conc.
Zn Conc.
Insurance Cost
%
0.15
RepresentaƟon/MarkeƟng
$/wmt
2.5
Geotechnical Sector 1 (2L-E)
degrees
Variable based on slope dip direcƟon. IRA ranging from 26 to 56.
Geotechnical Sector 2 (2L-W)
degrees
Variable based on slope dip direcƟon IRA ranging from 38 to 56.
Geotechnical Sector 3 (2U)
degrees
Variable based on slope dip direcƟon IRA ranging from 29 to 56.
Geotechnical Sector 4 (3)
degrees
Variable based on slope dip direcƟon IRA ranging from 30 to 56.
Geotechnical Sector 5 (4L)
degrees
Variable based on slope dip direcƟon IRA ranging from 34 to 56.
Geotechnical Sector 6 (4U)
degrees
Variable based on slope dip direcƟon IRA ranging from 37 to 56.
NANA Surface Use
%NSR
1
Tonnage
Average Grades
Probable Mineral Reserves – 100%
46.7
2.11
0.56
2.90
0.42
31.8
Probable Mineral Reserves – 50% AƩributable Interest
23.35
2.11
0.56
2.90
0.42
31.8

Table of Contents
50
6.
Costs applied to processed material following: process operaƟng 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.
7.
Strip raƟo (waste:ore) is 7.3:1.
8.
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. All selling
terms are as of November 2022 and transport cost is as of July 2020.
9.
Fixed royalty percentage of 1% NSR.
The ArcƟc Mineral Reserves are subject to the types of risks common to open pit polymetallic mining operaƟons 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 assumpƟons used to generate the cut-oﬀs;
●
Changes in local interpretaƟons of mineralizaƟon geometry and conƟnuity of mineralized zones;
●
Changes to geological and mineralizaƟon shapes, and geological and grade conƟnuity assumpƟons;
●
Changes to density and domain assignments from what was assumed;
●
Changes to geotechnical, hydrogeological design assumpƟons;
●
Changes to mining and metallurgical recovery assumpƟons;
●
Change to the input and design parameter assumpƟons that pertain to the open pit constraining the esƟmates;
●
AssumpƟons as to concentrate marketability, payability and penalty terms;
●
AssumpƟons as to the conƟnued ability to access the site, retain mineral tenure and obtain surface rights Ɵtles, 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.  AddiƟonally, there is currently no developed surface access to the ArcƟc Project area and beyond. Access to the ArcƟc 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 ArcƟc Project area. ConstrucƟon costs of the road are not yet ﬁnal. The working assumpƟon is that AIDEA would arrange ﬁnancing in the form of a
public-private partnership to construct and arrange for the construcƟon and maintenance of the access road. AIDEA would charge a toll to mulƟple mining
and industrial users (including the ArcƟc 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 transportaƟon 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.
The Mineral Reserve esƟmaƟon assumes toll payments of $5.52/t processed, plus a road maintenance fee of $2.52/t milled processed, resulƟng in a total
road toll and maintenance LOM unit cost of $8.04/t processed.  There is a risk that a negoƟated road toll agreement may result in higher costs than what has
been assumed.
Mining OperaƟons
The ArcƟc Project is designed as a convenƟonal truck-shovel operaƟon with 144 t trucks and 15 m3 shovels. The pit design includes four nested phases to
balance stripping requirements while saƟsfying the concentrator requirements.

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51
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 resulƟng stripping raƟo 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 producƟon schedule based on the
Probable Mineral Reserves shows a total life-of-mine (LOM) of 15 years, including 2 years of pre-producƟon and 13 years of producƟon.
Processing and Recovery OperaƟons
The 10,000 t/d process plant design is convenƟonal for the industry and will operate two 12-hour shiŌs 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 reporƟng to the concentrates at levels that could incur penalƟes, 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 liƩle reason to expect concentrates will be impaired by talc contaminaƟon as talc can be eﬀecƟvely removed from the ﬂotaƟon process
prior to base metal ﬂotaƟon. Talc and ﬂuorine levels will be managed by opƟmizaƟon of the talc pre-ﬂoat circuit, eﬀecƟvely 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 parƟcle size of 80%
passing 80 mm.
The crushed material will be ground by two stages of grinding, consisƟng 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-ﬂotaƟon, and then be processed by convenƟonal
bulk ﬂotaƟon (to recover copper, lead, and associated gold and silver), followed by zinc ﬂotaƟon. The bulk rougher concentrate will be cleaned and followed
by copper and lead separaƟon to produce a lead concentrate and a copper concentrate. The ﬁnal tailings from the zinc ﬂotaƟon 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 ArcƟc Report and S-K 1300 ArcƟc Report and metallurgical testwork results, the LOM average metal
recoveries and concentrate grades are presented in Table 10.
Table 10 – LOM Average Recovery and Concentrate Grade
DescripƟon
Units
Cu con
Pb con
Zn con
LOM ProducƟon
t/y
234,132
23,300
174,202
Grade
%
30.3% Cu
53.9% Pb
53.7% Zn
Recovery
%
92.1% Cu
52.2% Au
32.5% Ag
61.3% Pb
21.6% Au
48.6% Ag
88.5% Zn
The recovery plan includes provision for reagents, and water and power requirements.

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52
Infrastructure, Permiƫng and Compliance AcƟviƟes
Infrastructure
The ArcƟc Project site is a remote, greenﬁeld site that is remote from exisƟng infrastructure. Infrastructure that will be required for the mining and processing
operaƟons will include:
●
Open pit mine
●
Stockpiles and Waste Rock Facility (“WRF”)
●
Truck workshop, truck wash, mine oﬃces, mine dry facility and warehouse
●
Power house
●
AdministraƟon 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 miƟgaƟon structures
●
TMF
●
Surface water diversion and collecƟon channels, culverts, and containment structures
●
Waste rock collecƟon pond (“WRCP”)
●
Process water pond
●
Water treatment plant (“WTP”)
●
Camp
Access
The ArcƟc Project site will be accessed through a combinaƟon of State of Alaska-owned highways (exisƟng), 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 permiƩed as a private road with restricted access for industrial use. To connect the ArcƟc Project site and the exisƟng exploraƟon camp to the
proposed AAP road, an access road (the ArcƟc access road) will need to be built.

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53
The State of Alaska-owned, public Dahl Creek airport will require upgrades to support the planned regular transportaƟon of crews to and from Fairbanks. The
cost of these upgrades has been included in the capital cost esƟmate.
Power
Power generaƟon 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 exisƟng fuel supply networks in the region and shipped along the AAP road.
AccommodaƟon
The ArcƟc Project will require three self-contained camps, in two diﬀerent locaƟons, equipped with their own power and heat generaƟon capabiliƟes, potable
water treatment plant, sewage treatment plant, and garbage incinerator. The exisƟng 90-person Bornite Camp currently used for exploraƟon will be expanded
and used to start the construcƟon of the ArcƟc access road and the logisƟcs yard and construcƟon camp. This Bornite Camp will be expanded and available
prior to surface access from the Dalton Highway via the AAP road. A 250-person construcƟon camp (“CC”) will be constructed at a locaƟon near the
intersecƟon of the AAP road and ArcƟc Mine Access road, across the road from the LogisƟcs Yard. CC will be constructed when limited access via the AAP is
available for the transport of camp modules. A Permanent AccommodaƟons Facility (“PAF”) will be constructed in the same locaƟon as CC. The PAF will be
constructed when the AAP is available to transportaƟon of the modules by truck and will be operaƟng for about 2 years prior to the commissioning of the
ArcƟc Mill and producƟon of concentrates. During this period, it will be used to accommodate both construcƟon personnel and the iniƟal Ambler Metals Mine
OperaƟons and support personnel required for pre-producƟon mining.
Waste Rock Facility
The WRF will be developed north of the ArcƟc pit in the upper part of the SubarcƟc Creek valley. The WRF is designed as part of the tailings dam structure to
provide a buƩress 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
potenƟal 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 elevaƟon of 990 masl and is
planned to be constructed in liŌs 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 anƟcipated to be potenƟally acid-generaƟng and there will be no separaƟon of waste based on acid generaƟon potenƟal. Rather,
seepage from the WRF will be collected and treated.
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 SubarcƟc Creek, in the upper-most porƟon 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, buƩressed 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 elevaƟon 830 m. Three subsequent raises will
bring the ﬁnal dam crest elevaƟon to 892 m, which is 98 m lower than the ﬁnal elevaƟon 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 addiƟonal pond water, as well as 1.5 Ɵmes the probable maximum ﬂood, with 2.5 m of
freeboard.
Water Management

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54
The proposed mine development is located in the valley of SubarcƟc 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 SubarcƟc Creek. A groundwater
seepage monitoring and collecƟon system will be located down gradient of the WRF and seepage collecƟon pond. Contact water will be conveyed to
treatment faciliƟes 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 ArcƟc Project water and load balance model was updated to include the current water management plan. The model indicates that during operaƟons,
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 SubarcƟc Creek.
Therefore, the WTP is designed to treat all parameters in the predicted site wastewater to the WQS of SubarcƟc 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 OperaƟons phase the WTP will treat eﬄuent from the WRCP, and during Closure phase eﬄuent from the pit.
The WTP will iniƟally consist of chemical/physical treatment with reverse osmosis (“RO”) ﬁltraƟon. During operaƟons, the RO reject will be sent to the TMF,
and only RO permeate will be discharged to SubarcƟc Creek. When the TMF is closed at the end of the operaƟons, 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 assumpƟons used in the economic analysis:
●
Copper:  $3.65/lb
●
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 ConsulƟng 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 esƟmated at $324.37/dmt.
Environmental, Permiƫng, Social and Closure ConsideraƟons
Environmental ConsideraƟons
The ArcƟc Project area includes the Ambler Lowlands and SubarcƟc Creek within the Shungnak River drainage. A signiﬁcant amount of baseline environmental
data collecƟon has occurred in the area including surface and groundwater

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55
quality sampling, surface hydrology monitoring, wetlands mapping, aquaƟc life surveys, avian and mammal habitat surveys, cultural resource surveys,
hydrogeology studies, meteorological monitoring, and ML/ARD studies.
Permiƫng ConsideraƟons
Current mineral exploraƟon acƟviƟes are conducted at the ArcƟc 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 permiƫng will be largely driven by the underlying land ownership with regulatory requirements varying depending on land ownership. The
ArcƟc 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 ArcƟc Project is situated to a large extent on State land, it will likely be necessary to obtain a Plan of OperaƟon Approval
(which includes the ReclamaƟon Plan and Closure Cost EsƟmate) from the Alaska Department of Natural Resources (“ADNR”). The ArcƟc Project will also
require cerƟﬁcates to construct and operate dams (tailings and water storage) from the ADNR (Dam Safety Unit) as well as water use and discharge
authorizaƟons, an upland mining lease and a mill site lease, as well as several minor permits including those that authorize access to construcƟon material
sites from ADNR.
The Alaska Department of Environmental ConservaƟon (“ADEC”) would authorize waste management under an Integrated Waste Management permit, air
emissions during construcƟon and operaƟons under an air permit, and an Alaska Pollutant Discharge EliminaƟon System permit for any wastewater
discharges, and a MulƟ-Sector General Permit for stormwater discharges. The ADEC would also be required to review the US Army Corps of Engineers SecƟon
404 permit to cerƟfy that it complies with SecƟon 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 aﬀecƟng ﬁsh habitat.
The U.S. Army Corps of Engineers (“USACE”) would require a CWA SecƟon 404 permit for dredging and ﬁlling acƟviƟes in Waters of the United States including
jurisdicƟonal wetlands. The USACE SecƟon 404 permiƫng acƟon 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 anƟcipated. The USACE would likely be the lead federal agency for the NEPA process. As part of
the SecƟon 404 permiƫng process, the ArcƟc Project will have to meet USACE wetlands guidelines to avoid, minimize and miƟgate impacts to waters of the
US including wetlands.
The ArcƟc Project will also have to obtain approval for a Master Plan from the NWAB. In addiƟon, acƟons will have to be taken to change the borough zoning
for the ArcƟc Project area from Subsistence ConservaƟon and General ConservaƟon to Resource Development and TransportaƟon.
The overall Ɵmeline required for permiƫng would be largely driven by the Ɵme required for the NEPA process, which is triggered by the submission of the
SecƟon 404 permit applicaƟon to the USACE. The Ɵmeline includes the development and publicaƟon of a draŌ and ﬁnal EIS and ends with a Record of
Decision and SecƟon 404-permit issuance. In Alaska, the EIS and other State and Federal permiƫng processes are generally coordinated so that permiƫng and
environmental review occurs in parallel. The NEPA process could require about three years to complete and could potenƟally take longer.
Social and Community
The ArcƟc 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 populaƟon 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

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56
by guiding, local development projects, employment through tribal and city councils, government aid, and employment both in and outside of their home
villages.  
The ArcƟc Project has the potenƟal to signiﬁcantly improve work opportuniƟes for residents during the exploraƟon phase, construcƟon, and during full
operaƟon.  Trilogy’s joint venture, Ambler Metals works directly with the Upper Kobuk villages and communiƟes throughout the region to employ residents as
mechanics, geotechnicians, core cuƩers, administraƟve staﬀ, camp services, heavy equipment operators, drill helpers, and environmental technicians.  
Stakeholder outreach and community meeƟngs in the region by the ArcƟc Project’s owners over many years have provided the opportunity to engage with
residents, provide updated informaƟon on the project and future plans for the Upper Kobuk Mineral Project, hear concerns, answer quesƟons, and build
relaƟonships.
This engagement has also idenƟﬁed various hurdles residents have faced when applying for employment. OpportuniƟes have been created for NANA
shareholders to apply and receive educaƟonal scholarships, parƟcipate in job shadowing at Bornite, driver’s license courses, and heavy equipment operator
training sponsored by the ArcƟc Project’s owners.  
It is the company’s goal to conƟnue and grow these eﬀorts throughout the permiƫng process and the life of the project – encouraging and supporƟng
educaƟon, job training, employment, and economic growth.
Closure Planning
Mine reclamaƟon and closure are largely driven by State of Alaska regulaƟons that specify that a mine must be reclaimed concurrent with mining operaƟons
to the greatest extent possible and then closed in a way that leaves the site stable in terms of erosion and manages degradaƟon of water quality from acid
rock drainage or metal leaching on the site. A detailed ReclamaƟon Plan and Closure Cost EsƟmate will be submiƩed to the State of Alaska agencies for review
and approval in the future, during the formal mine permiƫng process.
Owing to the fact that the ArcƟc Project is likely to have faciliƟes on a combinaƟon of private (patented mining claims and naƟve land) and State land, the
ReclamaƟon Plan will be submiƩed and approved as part of the Plan of OperaƟons, which is approved by the ADNR. However, since the ReclamaƟon and
Closure plan must meet regulaƟons of both ADNR and the ADEC, both agencies will review and approve the ReclamaƟon Plan and Closure Cost EsƟmate. In
addiƟon, private landowners must formally concur with the porƟon of the ReclamaƟon Plan for their lands so that it is compaƟble with their intended post-
mining land use.
The esƟmated closure costs are determined from unit rates based on projects located in Alaska. The indirect costs were included as percentages of the
esƟmated direct costs. Long-term water treatment and maintenance of certain water management faciliƟes 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 operaƟons of the WTP are esƟmated to be $11.7 million in Phase 1 closure (15-years post-closure) and
$10.8 million in Phase 2 closure (85 years thereaŌer), amounƟng 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-producƟon.
Capital and OperaƟng Costs
Capital Costs
The capital cost esƟmate has an esƟmated accuracy of ±15% and uses Q3/Q4-2022 US dollars as the base currency within an esƟmated conƟngency of ±15%.
The total esƟmated iniƟal capital cost for the design, construcƟon, installaƟon, and commissioning of the ArcƟc Project is esƟmated to be $1,177 million. A
summary of the esƟmated iniƟal capital cost, sustaining capital cost and closure costs is shown in Table 11.

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57
Table 11 – Capital Cost Summary
WBS
Level 1
WBS Level 1 DescripƟon
IniƟal Capex
($ M)
Sustaining Capex
($ M)
Total Capex
($ M)
1000 
Mining  
277.4
17.5 
294.9
2000 
Crushing 
42.5
0 
42.5
3000 
Process Plant 
158.0
1.3
159.3
4000 
Tailings 
88.3
32.4 
120.7
5000 
On-site Infrastructure 
172.8
35.1
207.9
6000 
Oﬀ-site Infrastructure 
75.8
0 
75.8
 Sub-total Direct Costs
834.1
86.3
920.4
7000 
Indirects
177.4
15.1
192.5
8000 
Provisions (ConƟngency) 
138.5
13.0
151.5
9000 
Owner Costs 
26.8
0
26.8
Sub-total Indirect Costs  
342.7
28.1
370.8
Project Total 
1,176.8
114.4
1,291.2
Project Total – Closure Costs
170.8
OperaƟng Costs
An average operaƟng cost was esƟmated for the ArcƟc Project based on the proposed mining schedule. These costs included, mining, processing, G&A,
surface services, and road toll costs. The average LOM operaƟng cost for the ArcƟc Project is esƟmated to be $59.83/t milled. The breakdown of costs in Table
12 is esƟmated based on the LOM average mill feed rate of 3,650,000 t/y.
All pre-producƟon costs have been included in the capital cost esƟmate in “ProperƟes – ArcƟc Project—Capital and OperaƟng Costs – Capital Costs” above.

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58
Table 12 – Overall OperaƟng Cost EsƟmate
DescripƟon
LOM Average Unit OperaƟng Cost
($/ t milled)
Percentage of Total Annual
OperaƟng Costs
  * Excludes pre-producƟon costs
Economic Analysis
The results of the economic analyses discussed in this secƟon represent forward-looking informaƟon as deﬁned under U.S. and Canadian securiƟes law. The
results depend on inputs that are subject to several known and unknown risks, uncertainƟes, and other factors that may cause actual results to diﬀer
materially from those presented herein. InformaƟon that is forward-looking includes the following: Probable Mineral Reserves that have been modiﬁed from
Indicated Mineral Resource esƟmates; assumed commodity prices and exchange rates; proposed mine and process producƟon 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 operaƟng costs; assumpƟons as to closure costs and closure requirements, including WTP
requirements; assumpƟons as to development of the Ambler Access Project, Ɵmeframe of such development and assumed toll charges; assumpƟons as to
ability to permit the project; assumpƟons about environmental, permiƫng 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 iniƟal
investment of the ArcƟc Project. Trilogy holds a 50% interest in the ArcƟc Project though its ownership in Ambler Metals. The ArcƟc Project consists of a three-
year construcƟon period, followed by 13 years of producƟon.
The pre-tax ﬁnancial model incorporated the producƟon schedule and smelter term assumpƟons 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, penalƟes, concentrate transportaƟon
charges, markeƟng and representaƟon fees, and royalƟes were then deducted from gross revenue to determine the NSR. The operaƟng cash ﬂow was then
produced by deducƟng annual mining, processing, G&A, surface services, and road toll & maintenance charges from the NSR. IniƟal and sustaining capital was
deducted from the operaƟng cash ﬂow in the years they occur, to determine the net cash ﬂow before taxes. IniƟal capital cost includes all esƟmated
expenditures in the construcƟon period, from Year -3 to Year -1 inclusive. First producƟon occurs at the beginning of Year 1. Sustaining capital expenditure
includes all capital expenditures purchased aŌer ﬁrst producƟon, including mine closure and rehabilitaƟon. The model includes an allocaƟon of a 1% NSR
aƩributable to NANA.
With total capital costs of $1,719 million over LOM ($1,177 million iniƟal 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 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 esƟmated 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.
Mining*
22.49
37.6%
Processing
22.60
37.8%
G&A
5.85
9.8%
Road Toll and Maintenance
7.72
12.9%
Water Treatment
1.17
2.0%
Total OperaƟng Cost
59.83
100%

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59
SensiƟvity Analysis
Ausenco invesƟgated the sensiƟvity of the ArcƟc 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 operaƟng costs
●
Oﬀ-site operaƟng costs (royalƟes, reﬁning and treatment charges, penalƟes, insurance, markeƟng, and representaƟon fees, and concentrate
transportaƟon)
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 sensiƟve to changes in copper price, followed by oﬀ-site operaƟng costs, on-site operaƟng costs, zinc price, capital costs, silver price, gold price and lead
price.
ExploraƟon, Development, and ProducƟon
Constraints and Interfaces
The ArcƟc Project will be an integrated development with several consultants contribuƟng to the overall design process. Specialist contractors will most likely
be engaged for speciﬁc packages, such as the ArcƟc access road, and the construcƟon camps, generally on a “design and construct” basis.
It is essenƟal that these parƟes work together to ensure data being used is both current and meaningful. Data transfer between parƟes shall be strictly
controlled and in accordance with Document Control protocols.
The early design interfaces for the ArcƟc Project will include at least:
●
Mine development
●
Waste Rock placement and Tailings Dam
●
ArcƟc Project water management and treatment
●
ArcƟc Access Road design and construcƟon, in parƟcular the pioneer road necessary to allow earliest possible access to the Mine pre-assembly
construcƟon site
●
Bornite, ConstrucƟon and Permanent Camps
The Interface Management procedures will be developed to ensure services at the baƩery limits are clearly deﬁned and understood by all parƟes aﬀected.
Key Project Milestones

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Key project milestones will be developed once the project is commiƩed to construcƟon and the required permits are in hand.
The Mine requires nominally two years of pre-strip operaƟons, tailings pond starter dam development and water accumulaƟon before actual producƟon
mining operaƟons can commence.
For that pre-strip work to start, the ArcƟc access road from the AAP intersecƟon to the mine site will have to be constructed to at least a pioneer road
condiƟon that will allow the mine ﬂeet and the support faciliƟes to be delivered, built and made operaƟonal.
Tailings pond construcƟon must be to a height to allow natural collecƟon of water in quanƟƟes that will allow plant operaƟons to commence.
Proven Technology
The ArcƟc Project will uƟlize proven technology and equipment that can be built, operated and maintained under adverse weather condiƟons.
The Design Criteria, Technical SpeciﬁcaƟons and Data sheets shall reﬂect the locaƟon, the environmental and iniƟal logisƟcs constraints that may aﬀect the
procurement and construcƟon eﬀort.
Engineering, Procurement and ConstrucƟon Management Approach
Two engineering, procurement and construcƟon management (“EPCM”) strategies have been idenƟﬁed that are structured to account for the abnormally long
pre-strip mining operaƟon. The ﬁrst opƟon is the basis for the capital and operaƟng cost esƟmate.
Early Engineering Only with 2-Stage Procurement
There is a need to establish the mine faciliƟes and assemble the Mine Fleet in Ɵme to allow the pre-strip operaƟon 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 compleƟon well in advance of the Ɵme required
for convenƟonal engineering, procurement and construcƟon of just the process plant and supporƟng infrastructure. This has been assessed as requiring
detailed engineering to start some four years before the process plant starts producƟon.
In parƟcular, the pioneer access road design and contracts and civil design for the Mine Support faciliƟes will be required early in the schedule. By default, the
rest of the civil design would need to aƩach to that early works for simple plant layout and construcƟon coordinaƟon 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 selecƟon of the major process equipment items and the
receipt of vendor data to complete the plant layout.
EﬀecƟvely, the detailed design phase will need to follow the convenƟonal approach and run its course but started at a Ɵme that meets the early works
schedule requirements. Everything other than the mine support faciliƟes will be designed some two years in advance of when it is needed.
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 unƟl the last eighteen months prior to plant start¬up.
An unorthodox but proven opƟon to this extended design, supply and construcƟon schedule is to have the EPCM Contractor procure the major equipment in
two steps:
●
Step 1: Procure only the vendor cerƟﬁed engineering data to allow detailed engineering to conƟnue to compleƟon but hold the manufacturing
funcƟons unƟl later in the overall schedule, eﬀecƟvely a delay of around twelve to ﬁŌeen months.

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●
Step 2: Based on agreed vendor manufacturing duraƟons, apply a “late” release of the equipment for manufacture with deliveries eﬀecƟvely
becoming a “Just-in Time” logisƟcs operaƟon.
This strategy provides the following advantages:
●
Engineering can start and conƟnue to compleƟon using criƟcal cerƟﬁed vendor data without the need for an extended “standby” involvement.
●
Procurement funcƟons 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 conƟnuity of support.
●
The expediƟng team can mobilize later in the schedule to drive manufacture and delivery in a concerted campaign.
●
Equipment deliveries can be orchestrated to suit the condiƟons at the Ɵme with everything consolidated into a transit compound for coordinated
shipping to site.
●
Reduced cashﬂow demands.
PotenƟal issues to be miƟgated 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 convenƟonal design and construcƟon schedule, starƟng to suit the mine access requirements but following on
to compleƟon without interrupƟon. That would bring the total process plant and supporƟng infrastructure to a mechanical compleƟon condiƟon nominally
twelve to ﬁŌeen 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 unƟl ore became available. This has
an inherent advantage in that if the pre-strip operaƟon was completed earlier than scheduled, and suﬃcient water is accumulated, the plant operaƟons 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
duraƟon will require close assessment.
InterpretaƟons and Conclusions
The ArcƟc deposit will be mined at an maximum annual rate of 35 Mt of ore per year with an overall stripping raƟo of 7.3. Ore will be processed by
convenƟonal 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 faciliƟes, 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 aƩendant with the concentrates will be largely payable. While

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there are deleterious elements reporƟng to the concentrates at levels that could incur penalƟes, special processing provisions have been included in the
ﬂowsheet to make a readily saleable concentrate.
In terms of project execuƟon, the mine requires nominally two years of pre-strip operaƟons, tailings pond starter dam development and water accumulaƟon
before actual producƟon mining operaƟons can commence.
For that pre-strip work to start, the ArcƟc access road from the Ambler Access Project intersecƟon to the mine site will have to be constructed to at least a
pioneer road condiƟon that will allow the mine ﬂeet and the support faciliƟes to be delivered, built, and made operaƟonal.
Based on $1,177 million of iniƟal capital costs, sustaining capital costs of $114 million, closure costs of $428 million, $2,969 million in LOM oﬀ-site operaƟng
costs and $2,794 million in LOM on-site operaƟng 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.
Mineral Reserve and Resource EsƟmate Comparison Between November 30, 2024 and 2023
Mineral Reserves Comparison for ArcƟc
There were no changes to the mineral reserve esƟmates for the ArcƟc project from November 30, 2023 to November 30, 2024.
Mineral Resources Comparison for ArcƟc
There were no changes to the mineral resource esƟmates for the ArcƟc project from November 30, 2023 to November 30, 2024.
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 idenƟcal and therefore two reports have been produced for the Bornite Project. The informaƟon in Item 2,
ProperƟes, contains perƟnent informaƟon required under both NI 43-101 and S-K 1300.
Except as otherwise stated, the scienƟﬁc and technical informaƟon relaƟng to the Bornite Project contained in this Form 10-K is derived from the (i) 2025 S-K
1300 report for Bornite Ɵtled “S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite Project, Northwest Alaska, USA” dated November
30, 2024 prepared by Wood Canada Limited, SRK ConsulƟng (Canada) Inc., Ausenco Engineering Canada ULC. and InternaƟonal Metallurgical & Environmental
and Core Geoscience LLC, which are each unaﬃliated with Trilogy  (“S-K 1300 Bornite Report” or the “Bornite Study”) and the (ii) technical report Ɵtled “NI 43-
101 Technical Report on the Preliminary Economic Assessment of the Bornite Project, Northwest Alaska, USA”with an eﬀecƟve date of January 15, 2025,
prepared by Wood Canada Limited, SRK ConsulƟng (Canada) Inc., Ausenco Engineering Canada ULC. and InternaƟonal Metallurgical & Environmental and Core
Geoscience LLC, which are each unaﬃliated with Trilogy (the “NI 43-101 Bornite Report”). The informaƟon regarding the Bornite Project is based on
assumpƟons, qualiﬁcaƟons 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 securiƟes regulatory authoriƟes 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 DescripƟon, LocaƟon, and Access

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63
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, secƟons 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° laƟtude and W156.94°
longitude (Universal Transverse Mercator North American Datum 83, Zone 4W coordinates 7440449N, 589811E).
Primary access to the Bornite Project is by air, using both ﬁxed wing aircraŌ and helicopters. There are four well maintained, approximately 1,500 m-long
gravel airstrips located near the property, capable of accommodaƟng charter ﬁxed wing aircraŌ. 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.  There are also ﬂights between Fairbanks and some of the local villages.  During the summer months, the Dahl Creek
airstrip is suitable for larger aircraŌ, 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 aircraŌ, 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.
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 connecƟon therewith, to construct and uƟlize temporary access roads, camps, airstrips,
and other incidental works.  The NANA Agreement has a term of 20 years, with an opƟon in favour of Trilogy Metals to extend the term for an addiƟonal 10
years.  The NANA Agreement may be terminated by mutual agreement of the parƟes or by NANA if Trilogy Metals does not meet requirements of aggregate
expenditures over two consecuƟve 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 draŌ environmental impact statement, Ambler Metals decides to proceed with construcƟon of a mine on the lands subject to the NANA
Agreement, Ambler Metals will noƟfy NANA in wriƟng 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

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to exercise such back-in-right is equal to the percentage interest in the property mulƟplied 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 excepƟons). This amount will be payable by NANA to Ambler Metals in cash at the Ɵme the parƟes 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 parƟes will, as soon as reasonably pracƟcable, form a joint venture with NANA elecƟng to
parƟcipate between 16% to 25%, and Ambler Metals will own the balance of interest in the joint venture.  Upon formaƟon of the joint venture, the joint
venture will assume all obligaƟons of Ambler Metals and be enƟtled to all the beneﬁts of Ambler Metals under the NANA Agreement in connecƟon with the
mine to be developed and the related lands.  A party’s failure to pay its proporƟonate share of costs in connecƟon with the joint venture will result in diluƟon
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 granƟng 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 connecƟon 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 producƟon from the Bornite Lands.
If Ambler Metals decides to proceed with construcƟon 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 consideraƟon for the grant of such
surface use rights, Ambler Metals will grant NANA a 1% NSR royalty on producƟon and an annual payment of $755 per acre (as adjusted for inﬂaƟon each year
beginning with the second anniversary of the eﬀecƟve date of the NANA Agreement and for each of the ﬁrst 400 acres (and $100 for each addiƟonal acre) of
the lands owned by NANA and used for access which are disturbed and not reclaimed.
Environmental LiabiliƟes
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 ConservaƟon 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 aƩributable to the environmental condiƟon of the Bornite Lands at the date of the baseline report which relate to any acƟviƟes
prior to the date of the agreement.
ReclamaƟon of mineral exploraƟon acƟviƟes at the Bornite property is completed under the guidelines presented by the State of Alaska in the MulƟ-Year
Hardrock ExploraƟon Permit #2183 issued by the Department of Natural Resources Division of Mining, Land, and Water.
Permits
MulƟple permits are required during the exploraƟon phase of the Bornite property. Permits are issued from Federal, State, and Regional agencies, including:
the Environmental ProtecƟon Agency, US Army Corps of Engineers, ADEC, Alaska Department of Fish and Game, ADNR, and NWAB.  The State of Alaska permit
for exploraƟon on the Bornite property, known as the Annual Hardrock ExploraƟon AcƟvity (“AHEA”) Permit, is obtained and renewed every ﬁve years through
the ADNR – Division of Mining, Land and Water. Trilogy Metals held an AHEA exploraƟon 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 exploraƟon,
fuel storage, gravel extracƟon, and the operaƟon of a landﬁll.  The Bornite camp, Bornite landﬁll, and Dahl Creek camp are permiƩed by the ADEC.  AŌer the
formaƟon of the joint venture, Ambler Metals has renewed the necessary permits for exploraƟon and related camp operaƟons.

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As the Bornite Project progresses, addiƟonal permits for environmental baseline and engineering studies will be necessary at Federal, State, and Regional
levels.
The NANA Agreement made in October 2011 includes the promoƟon of educaƟon opportuniƟes for shareholders in the region.  Ambler Metals have been
periodically meeƟng with neighbouring communiƟes providing updates on project plans and parƟcipate in a subsistence advisory commiƩee with
representaƟves from NANA Region villages and NANA.
The QP is not aware of any signiﬁcant factors and risks that may aﬀect access, Ɵtle, 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.
The mineral resource esƟmates with respect to the Bornite Project are reported on a 100% basis, of which Trilogy’s share is 50%.
History
KennecoƩ 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 intermiƩently over the ensuing decades. Around this Ɵme, copper mineralizaƟon at Ruby Creek and Pardner Hill was explored using small shaŌs 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, KennecoƩ’s exploraƟon subsidiary, opƟoned the property from Berg.  ExploraƟon 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 conƟnue to use the term to describe exploraƟon 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 exploraƟon shaŌ in 1965 through 1966, the development of an exploraƟon driŌ and the compleƟon of underground drilling in 1967. The discovery of the
ArcƟc project in 1965 prompted a hiatus in exploraƟon at Bornite, and only limited drilling occurred up unƟl 1997.
In the late 1990s, KennecoƩ resumed its evaluaƟon of the Bornite deposit and the mineralizaƟon in the Cosmos Hills with an intensive soil, stream, and rock
chip geochemical sampling program using a 32-element inducƟvely couple plasma (“ICP”) analyses. Grid soil sampling yielded 765 samples. Ridge and spur
sampling resulted in an addiƟonal 850 soil samples in the following year. Skeletonized core samples (85 samples) from key historical drill holes were also
analyzed using 32 element ICP analyƟcal methods. Geochemical sampling idenƟﬁed mulƟple areas of elevated copper and zinc in the Bornite region.
KennecoƩ completed numerous geophysical surveys as an integral part of exploraƟon throughout its tenure on the Bornite property. Various reports, notes,
ﬁgures, and data ﬁles stored in KennecoƩ’s Salt Lake City exploraƟon oﬃce indicated that geophysical work included, but was not limited to, the following:
●
Airborne magneƟc and EM surveys (ﬁxed-wing INPUT) (1950s)
●
Gravity, single point, audio-frequency magnetotelluric, EM, borehole and surface induced polarizaƟon (“IP”)/resisƟvity surveys (1960s)
●
Gravity, airborne magneƟc, and controlled-source audio-frequency surveys (1990s).
We have minimal informaƟon or documentaƟon associated with these geophysical surveys conducted prior to the 1990s. Where data are available in these
earlier surveys, the lack of details in data acquisiƟon, coordinate systems, and data

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reducƟon procedures limit their usefulness. The only complete geophysical report that is available concerns down-hole IP/resisƟvity 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
addiƟon to the geophysical surveys conducted by KennecoƩ, the ADNR completed an aeromagneƟc survey of porƟons 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 dissertaƟon at
Stanford University and Don Runnel’s PhD dissertaƟon at Harvard University. Bernstein and Cox reported on mineralizaƟon of the “No. 1 Ore Body” in a 1986
paper in Economic Geology.
KennecoƩ conducted two technical reviews of the groundwater condiƟons and a summary of the ﬁndings related to the ﬂooding of the exploraƟon shaŌ. In
1961, KennecoƩ collected 32 coarse reject samples from ﬁve drill holes to support preliminary metallurgical test work at Bornite. Samples targeted high-grade
(> 10%) copper mineralizaƟon from the Upper Reef at the Ruby Zone.
Geological Seƫng, MineralizaƟon and Deposit Types
Geology
The Bornite Project is located within the ArcƟc Alaska Terrane, a sequence of mostly Paleozoic conƟnental 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
enƟre 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 gradaƟonal
with the higher-grade metamorphic rocks of the Schist Belt.
The geology of the Bornite resource area is composed of alternaƟng intervals of carbonate rocks (limestone and dolostone) and calcareous phyllite. Limestone
transiƟons laterally into dolostone near zones of mineralizaƟon and is considered hydrothermally altered. SpaƟal relaƟonships and petrographic work suggest
that dolomiƟzaƟon is geneƟcally related to early stages of the copper mineralizing system; however, recent re-logging has quesƟoned this view.
In 2015, Trilogy tried to improve the understanding of the distribuƟon and nature of the various lithologic units and their context within a sedimentary
deposiƟonal model. A new interpretaƟon, 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 plaƞorm 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 indicaƟng a waning of debris supply. Based on this interpretaƟon, a series of individual debrites were idenƟﬁed 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, respecƟvely. In addiƟon
to deposiƟonal lithostraƟgraphy, a cross-cuƫng mineralized breccia called the P-Breccia has been idenƟﬁed 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
disconƟnuity. Although clearly post-deformaƟonal, it remains unclear whether the P-Breccia is a post-deposiƟonal structural, hydrothermal or soluƟon-
collapse breccia.
A short lithostraƟgraphic project carried out during the 2021 ﬁeld season updated the interpretaƟon of the deposiƟonal environment of the Bornite
succession; this resulted in signiﬁcant diﬀerences when compared to the previously summarized interpretaƟons. The Bornite succession is now understood to
be a carbonate slope deposit characterized by

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(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 cenƟmetrically to decimetrically
bedded, but are commonly ducƟlely deformed, producing the variably limey phyllites that exhibit sub-mm scale foliaƟon. In contrast, the dolostone-clast
conglomerates and individual dolomudstone clasts responded briƩlely to Brookian stress and show no signiﬁcant shearing or plasƟc deformaƟon. Instead,
plasƟc deformaƟon is largely restricted to the various phylliƟc layers around the peripheries of the dolostone bodies.
Structural fabrics observed on the Bornite property include rare bedding and two disƟnct metamorphic foliaƟons. 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 foliaƟon (S1) is oŌen myloniƟc and exhibits both
an imprinted stretching lineaƟon and preferred top direcƟon. It is easily measured in phyllites and is commonly reﬂected by colour banding and/or
stylolaminaƟon (ﬂaggy habit in outcrop) of the carbonates. Some limestone outcrops, in parƟcular the thin bedded limestone on Aurora Mountain and the
marbles at the base of Coral Hill, also exhibit a stretching lineaƟon. Core-logging shows that S1 is folded gently on a 10 m scale and locally Ɵghtly 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 foliaƟon. S1 and S3 foliaƟons
are thought to be Jura-Cretaceous in age.
Structural mapping in 2021 recognized a well-developed stretching lineaƟon (i.e., L-tectonite) in the carbonate-phyllite rocks, typically oriented shallowly
towards the north-northeast or south-southwest. Top direcƟons indicate movement to the south or south-southwest along the vector of the stretching
lineaƟon. Moreover, new mapping indicates that sƟﬀ Bornite rocks, in parƟcular metric to hectametric dolostone bodies, have been boudinaged into 3D
ellipsoids. Slip is accommodated by phyllites. InterpretaƟon of this mapping should be performed to determine whether such a tectonic style plays a role in
the distribuƟon of copper mineralizaƟon.
Owing to their greater rigidity, dolostone bodies of secondary dolostone manifest strain diﬀerently: tan hydrothermal dolostone tends to be broken into
cenƟmetre- to decimetre-scale blocks, whereas grey (diageneƟc?) dolostone may exhibit unusual, contorted forms, some resembling human ﬁngers or swan
necks, as evident in outcrop. Dolostone is rarely cut by plasƟcally deformed zones and instead forms metric to hectametric lenses (augens) encased in
plasƟcally deformed calc-mylonite and calc-phyllite. This deformaƟon, presumably a product of the Jura-Cretaceous Brookian orogeny, complicates
sedimentological interpretaƟons.
MineralizaƟon at Bornite forms tabular mineralized zones that coalesce into crudely stratabound bodies hosted in dolostone conglomerate/breccia. Two
signiﬁcant dolomiƟc horizons that host mineralizaƟon have been idenƟﬁed by drilling and include: 1) the Lower Reef, a substanƟal 100 m to 300 m thick
dolomiƟzed 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 secƟon. The Lower Reef is separated from the Upper Reef by a zone of ducƟlely sheared phyllites up to 60 m thick.
The Lower Reef dolostone outcrops along the southern margin of the Ruby Zone and is spaƟally extensive throughout the deposit area. It hosts a signiﬁcant
porƟon 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 relaƟvely high-grade mineral resources to the north in the Ruby Zone. The Upper Reef appears to lie at an important northeast-trending
facies transiƟon to the northwest of the main drilled area and appears to be at least parƟally thrust over the Lower Reef straƟgraphy to the southeast.
Drill results from 2013 show dolomiƟzaƟon and copper mineralizaƟon in the Upper and Lower Reefs coalescing into a single unit along the northern limits of
current exploraƟon. 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 mineralizaƟon dipping north at roughly 5 to 10°. The 2017 drill results show that the mineralized dolomite interval conƟnues for
at least another 700m down-dip to the northeast from mineralizaƟon in the Upper and Lower Reefs.

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MineralizaƟon
Copper mineralizaƟon at Bornite comprises chalcopyrite, bornite, and chalcocite distributed in stacked, stratabound zones exploiƟng favourable lithologies
(conglomerate/berccia) within the Bornite sequence. MineralizaƟon occurs, in order of increasing grade, as disseminaƟons, irregular and disconƟnuous
stringer-style veining, breccia matrix replacement, and stratabound massive sulphides. The distribuƟon of copper minerals is zoned around the boƩom-centre
of each zone of mineralizaƟon, with bornite-chalcocite-chalcopyrite at the core progressing outward to a fringe of chalcopyrite-pyrite. AddiƟonal
volumetrically minor copper minerals include carrollite, digenite, tennanƟte-tetrahedrite, and covellite. Stringer pyrite and locally signiﬁcant sphalerite occur
above and around the copper zones and locally massive pyrite and sparse pyrrhoƟte are associated with siderite alteraƟon below copper mineralizaƟon in the
Lower Reef.
Signiﬁcant cobalt mineralizaƟon is found accompanying bornite-chalcocite mineralizaƟon. Cobalt oŌen occurs with high-grade copper as carrollite (Co2CuS4)
and as cobalƟferous rims on recrystallized pyrite grains. Preliminary geometallurgical work by Trilogy showed that cobalt occurs primarily as cobalƟferious
pyrite (approximately 80% of the contained cobalt) and within other cobalt minerals such as carrollite, and cobalƟte (CoAsS).
Germanium is also seen to be associated with copper mineralizaƟon. In 2011, 50 mostly conƟnuous core samples selected from four drill holes were found to
have germanium values ranging from <1 to 83 ppm and averaging 10.7 ppm using sample preparaƟon methods speciﬁcally for germanium (compared to a
maximum value of 1.15 ppm using a standard analyƟcal method). More recently, values ranging from <1 to 125 ppm and averaging 10.5 ppm were measured
in 84 core samples taken from ﬁve drill holes from South Reef as part of a Master of Science thesis on the distribuƟon of germanium at South Reef by Alex
Jones at the Colorado School of Mines. The average grades obtained from a few samples does not represent the overall germanium grade within the deposit.
Further interest in germanium would require addiƟonal sampling and metallurgical test work to understand its economic potenƟal.
Deposit Type
Copper-cobalt-silver-zinc mineralizaƟon at Bornite forms disseminaƟons, veins, and massive sulphides in stacked, semi-stratabound bodies closely associated
with secondary hydrothermal dolomiƟzaƟon. The cross-cuƫng nature of the mineralizaƟon along with the presence of early pyrite and sphalerite in
sedimentary breccia clasts suggest an epigeneƟc origin that was temporally very close aŌer the deposiƟon of host strata. Re-Os daƟng supports this
interpretaƟon.
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 interacƟon of saline basin ﬂuids with maﬁc volcanic rocks in the area.
An early epigeneƟc carbonate-hosted Cu-Co model is applicable for exploraƟon targeƟng in the project area.
ExploraƟon
ExploraƟon work completed by KennecoƩ is summarized above. In addiƟon to the extensive drilling completed during the more than 40-year tenure of
KennecoƩ in the district, KennecoƩ 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 exploraƟon that targets Bornite-
style mineralizaƟon in the Bornite carbonate sequence.
2006 NOVAGOLD
In 2006, NOVAGOLD contracted Fugro Airborne Surveys to complete a detailed helicopter DIGHEM (frequency-domain EM), magneƟc and radiometric survey
of the Cosmos Hills. The survey covered a rectangular block approximately 18 km

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by 49 km which totalled 2,852-line km. The survey was ﬂown at 300 m line spacing with a line direcƟon of N20E. The DIGHEM helicopter survey system
produced detailed proﬁle data of magneƟcs, EM responses and radiometrics (total count, uranium, thorium, and potassium) and was processed into maps of
magneƟcs, discrete EM anomalies, EM apparent resisƟvity, and radiometric responses.
2010 NOVAGOLD
In 2010, in anƟcipaƟon of compleƟng the NANA Agreement, NANA granted NOVAGOLD permission to begin low level exploraƟon at Bornite. This consisted of
re-logging and re-analyzing select drill holes using a NitonTM portable XRF. In addiƟon to the 2010 re-logging eﬀort, NOVAGOLD contracted a consulƟng
geophysicist to compile a uniﬁed airborne magneƟc map for the Ambler Mining District from KennecoƩ, Alaska DNR, and NOVAGOLD airborne geophysical
surveys.
2011 NOVAGOLD
In 2011, NOVAGOLD contracted Zonge InternaƟonal Inc. (“Zonge”) to conduct both dipole-dipole complex resisƟvity induced polarizaƟon (“CRIP”) and natural
source audio-magnetotelluric (“NSAMT”) surveys over the northern end of Bornite to develop tools for addiƟonal exploraƟon targeƟng 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 staƟons. The iniƟal objecƟve of the survey was to invesƟgate geological structures and the distribuƟon of
sulphides possibly associated with copper mineralizaƟon.
Results from the paired surveys show that wide-spaced dipole-dipole resisƟvity is the most eﬀecƟve technique to directly target the mineralizaƟon package.
Broad, low-resisƟvity anomalies reﬂecƟng pyrite haloes and mineralizaƟon appear to deﬁne the limits of the ﬂuid package. Well-deﬁned and oŌen very strong
chargeability anomalies are also present but appear in part to be masked by phylliƟc units which also have strong chargeability signatures. NSAMT shows
similar resisƟvity 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 characterizaƟon study of the various lithologies to beƩer interpret the exisƟng
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 prospecƟve
part of the outcropping permissive Bornite carbonate sequence. The results show a well-deﬁned low resisƟvity area associated with mineralizaƟon and
variable IP signatures aƩributed both to mineralizaƟon 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 resisƟvity area approximately 500 m to 600 m southeast of the South Reef mineralizaƟon trend. Although the drill hole
intersected some dolomite alteraƟon in the appropriate straƟgraphy, no signiﬁcant sulphides were encountered.
In addiƟon 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 potenƟal in and around the South Reef. Extensive physical property data including resisƟvity, chargeability, speciﬁc gravity, and
magneƟc suscepƟbility were captured for use in modelling the exisƟng ground IP and gravity surveys, and the airborne EM and magneƟc surveys.
In addiƟon to geophysical focused exploraƟon, a district wide geologic map was compiled integraƟng KennecoƩ’s 1970’s mapping of the Cosmos Hills with
selecƟve Trilogy mapping in 2012.

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2013 NovaCopper
The emphasis of the 2013 program was to further validate and reﬁne the 2012 geologic map of the Cosmos Hills. A deep penetraƟng soil and vegetaƟon
geochemical orientaƟon survey was completed over the South Reef deposit, using various parƟal leaches and pH methods. The iniƟal, approximately 1 km,
test lines suggest a good response for several of the parƟal leaches of the soils but liƩle response in the vegetaƟve samples. Follow-up is warranted to the
north of the deposit into the Ambler Lowlands.
2014 NovaCopper
During 2014, exploraƟon work was limited to a re-logging and re-sampling program of historical KennecoƩ drill core.
2015 NovaCopper
As a follow-up to the 2013 ﬁeld program, a deep penetraƟng soil and vegetaƟon 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 penetraƟng 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 projecƟon of the Two Grey Hills carbonate secƟon. 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 staƟon 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 correlaƟon with the Lower Reef mineralizaƟon 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 staƟons. 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 mineralizaƟon 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 densiƟes (>2.9 g/cc)
were idenƟﬁed. 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 addiƟonal DPG and a 2D seismic survey at Bornite. In addiƟon, geophysical and geochemical data from
Bornite were studied using exisƟng datasets. Soil sampling was completed on the westerly extension of the DPG lines on the northwestern porƟon 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 acquisiƟon program was designed to test whether seismic reﬂecƟon
was suitable for the Bornite deposit and to understand the logisƟcs 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 locaƟons to aƩempt to image hanging wall and footwall shears; other faults and shears;
folding of straƟgraphy; internal (within Bornite sequence) phyllite units; facies changes within the dolostones; and direct detecƟon of massive sulphide
mineralizaƟon; and any alteraƟon associated with mineralizaƟon. AcquisiƟon of this 2D

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dataset used 500 g seismic charges as a means of producing seismic energy. All seismic vibraƟons were measured on a fully acƟve 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 acquisiƟon system. SupporƟng 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
exploraƟon 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 at Anomaly “B” and “C”, ending above the gravity anomalies. Two of the three idenƟﬁed anomalies from the
2017 inversion modelling changed in size and relaƟve orientaƟon 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 secƟon in RC17-0238. Anomaly C is much
broader and less deﬁned, indicaƟng that it may be the result of underesƟmaƟng 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 relaƟvely 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 mineralizaƟon wanes to the east, though this hole may have just missed mineralizaƟon controlled by the Iron Mountain structure. The
northeast extent of this anomaly is sƟll considered a viable exploraƟon target.
South32 completed a QAQC review, lithogeochemical-alteraƟon assessment, and a vectoring/targeƟng exercise on downhole geochemical data on the Bornite
deposit. The purpose of this exercise was to use downhole analyses to assess the geology, alteraƟon, and mineralogy of the deposit to vector towards
mineralizaƟon. The Bornite sequence can be classiﬁed into three geochemical groups including: 1) very low immobiles; 2) low immobiles; and 3) higher
immobiles. The laƩer was then subdivided into ﬁve groups based on Al, Cr, and V concentraƟons. 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 raƟos. In the South Reef area,
lithogeochemistry, supported Trilogy Metals’ geologic model, idenƟﬁed the lower, central and upper Bornite sequence units and disƟnguished many of the
logged phyllites from breccias. The results support Trilogy Metals’ interpretaƟon 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 (versaƟle Ɵme domain electromagneƟc) and ZTEM (z-
axis Ɵpper electromagneƟc) airborne helicopter geophysical surveys over the Cosmos Hills and the Ambler VMS belt. MagneƟcs 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 enƟre Bornite carbonate sequence north of the Cosmos Arch
(which hosts the Bornite deposit), with addiƟonal 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 magneƟc survey.
The VTEM results from the Bornite sequence are complex and appear to be mostly reﬂecƟng bedrock lithologies (the graphiƟc phyllites). The conducƟve
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

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Trilogy Metals and South32 decided not to proceed with the 2020 exploraƟon 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 iniƟated a machine-learning geochemical modelling project
to help deﬁne the controls on high-grade copper mineralizaƟon.
2021 Ambler Metals
During the 2021 ﬁeld season, the understanding of the Bornite deposit and the potenƟal for addiƟonal deposits was advanced with a new interpretaƟon of
the carbonate sequence at Bornite and an improved structural understanding of the Cosmos Hills. A specialist in carbonate geology from LaurenƟan University
re-logged two fences/secƟons of drill holes, east-west and north-south, through the Bornite deposit, to idenƟfy, disƟnguish and correlate lithofacies within the
Bornite sequence and to idenƟfy and disƟnguish diﬀerent types/ages of dolomiƟzaƟon, including, if possible, their relaƟon to mineralizaƟon.
Turner describes the Bornite sequence as a tectonized normal carbonate slope deposit that consists of calciƟc material (lime mud) derived from a nearby
shallow-marine source area, interlayered with variable amounts of background terrigenous mud (argillaceous proporƟon increases with distance downslope).
The observed sequence includes massive lime mudstone, thin-bedded argillaceous lime mudstone, lime mudstone cenƟmetrically interbedded with
terrigenous mudstone, calcareous siltstone, and limestone-clast slope conglomerates. Brookian deformaƟon strained these argillaceous limestone slope
deposits to varying degrees producing phyllites and recrystallized, strained limestones/marbles.
Importantly, superimposed on the acƟve 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-exisƟng 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-deposiƟonal subsidence.
Also iniƟated in 2021 was structural mapping around Pardner Hill and Aurora Mountain. IniƟal 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 ducƟlely deformed phyllites and, in some places, calc-
mylonites (limestone protolith); (3) Top-South (to SSW) deformaƟon at a number of outcrops in the Cosmos Hills suggest that this enƟre structural block may
have been juxtaposed southward from the posiƟon of the Ambler Lowlands or, potenƟally, from oﬀ the top of the Ambler Highlands (ArcƟc area) during
exhumaƟon 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 targeƟng the Bornite copper-hosƟng carbonate sequence in the Cosmos Hills and Ambler Lowlands were completed during the 2021
ﬁeld season.  Hole ALL21-001 targeted the northeast projecƟon 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 alternaƟng units of limestone clasƟc breccia, dolostone clasƟc breccia, limestone and dolostone with textures similar to the
Beaver Creek carbonates; alternaƟng intervals of argillaceous phyllite, argillaceous limey phyllite, argillaceous phylliƟc limestone, and argillaceous limestone
clasƟc breccias. The phylliƟc units host trace pyrite mineralizaƟon and have geochemical signatures that are similar to Beaver Creek phyllites.  Unfortunately,
the hole was lost at 335 m without drilling through the carbonate straƟgraphy.
Hole RC21-0267 tested the down-dip projecƟon of weakly mineralized dolomiƟc breccia mapped in the saddle between Coxcomb Ridge and Pardner Hill. The
hole intersected argillaceous phyllite (probable Beaver Creek) followed by Bornite sequence: alternaƟng tan phylliƟc limestone, tan limey phyllite,
argillaceous/carbonaceous phylliƟc limestone, limestone

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clasƟc breccia, limestone, and argillaceous limestone clasƟc breccias and dolostone clasƟc breccia. Trace to locally 1% chalcopyrite, with lesser amounts of
sphalerite, and tennanƟte/tetrahedrite occur through-out a 180 m thickness of dolostone clasƟc breccia, mostly as disseminaƟons within the breccia matrix
and in this carbonate veins. Within this zone a 54.9 m thick interval averages 0.165% Cu starƟng 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 addiƟon, two of seven planned holes were drilled, hole RC22-0268 at Bornite West to follow up the
mineralized interval encountered during the 2021 drilling, and the other at Pardner Hill, hole PH22-0180 to test the down-dip potenƟal of the historical
Pardner Hill resource to the south.  Both holes intersected copper mineralizaƟon but intersecƟons were narrower and lower grade compared to nearby holes.
Ambler Metals (2023)
During 2023, exploraƟon work was limited to a detailed study of the geochemistry results of soil samples collected in the Cosmos Hills and Ambler Lowlands
during the 2021 and 2022 ﬁeld seasons.
Ambler Metals (2024)
During 2024, exploraƟon work was limited to organizing geospaƟal data for the Bornite Property, including a new GIS directory structure and digiƟzaƟon of
geological maps and structural ﬁeld data.
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 KennecoƩ or its exploraƟon 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 iniƟated 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 esƟmaƟon of mineral
resources at that Ɵme.
In the summer of 2018, Trilogy Metals conducted a drilling program that included the compleƟon 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 addiƟonal 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 conƟnuity of the mineralizaƟon within the
Bornite deposit and two holes that tested exploraƟon 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 selecƟvely sampled by KennecoƩ. These assays were used in the esƟmaƟon of the current mineral resource, except where duplicates of
KennecoƩ samples were collected.  In the case of duplicates, the original assay informaƟon was given priority in the mineral resource database.
In the iniƟal years of drilling at Bornite, KennecoƩ 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 deviaƟon. From 1966 to 1967, drilling acƟvity 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 acƟvity moved back to the

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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 deviaƟons.
There is limited informaƟon with respect to the speciﬁc drill core handling procedures used by BCMC/KennecoƩ. All drill data collected during 1957 to 1997
were logged on paper drill logs with copies were stored in the KennecoƩ 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 spliƩer, half was submiƩed to various assay labratories and the
remainder was stored in the KennecoƩ/BCMC core storage facility at the Bornite deposit. In 1995, KennecoƩ 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 KennecoƩ electronic format and then merged the data into a MicrosoŌTM SQL database. Sampling of drill core by KennecoƩ/BCMC focused primarily on
the moderate-to-high grade mineralized zones. Intervals of visible sulphide mineralizaƟon containing roughly >0.5% to 1% Cu were selected for analysis by
Union Assay Oﬃce Inc. of Salt Lake City, Utah. This approach leŌ numerous intervals containing weak to moderate copper mineralizaƟon, un-sampled in the
historical drill core. During the 2012 exploraƟon program, we began sampling a porƟon 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 irregulariƟes. They ﬁrst mark the locaƟon of each drilling block on the core box, and then convert
footages on the blocks into metric equivalents. Geo-technicians or geologists measure the intervals (or from/to) for each box of core and include this
informaƟon, 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 designaƟon (“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 alteraƟon
features captured on observed interval breaks. MineralizaƟon data, including sulphide species (recorded as percent), sulphide type (recorded as a relaƟve
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 beƩer resoluƟon of geology or mineralizaƟon,
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 mineralizaƟon and alteraƟon. Drill core
is digitally photographed prior to sampling. Drill core is cut in half using diamond core saws. Speciﬁc aƩenƟon to core orientaƟon is maintained during core
sawing to ensure that representaƟve 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, respecƟvely, in the Ruby Zone were re-logged, re-sampled and re-assayed as these holes
had previously only been selecƟvely sampled by KennecoƩ. EnƟre holes were re-logged using Trilogy protocols discussed above. Samples were submiƩed
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 objecƟves of
the re-assay/re-logging program were threefold: 1) to implement a QAQC program on intervals previously sampled by KennecoƩ in order to conﬁrm the
validity of its results; 2) to idenƟfy addiƟonal lower grade (0.2%-0.5% Cu), which was not previously sampled; and 3) to provide addiƟonal mulƟ-element ICP
data to assist in the geologic interpretaƟon 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 esƟmaƟon. The Wood QP is not aware of any drilling,

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75
sampling or recovery factors that could materially impact the accuracy and reliability of the copper results supporƟng the mineral resource esƟmate other
than what is described in the secƟons that follow.
Sampling, Analysis and Data VeriﬁcaƟon
There is limited documentaƟon available describing the sample preparaƟon, 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. AŌer 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, BriƟsh Columbia for analyses. Core samples were shipped from the Bornite camp when
backhaul capacity was available on the chartered aircraŌ; 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 plasƟc security Ɵe, assembled into loads for transport by chartered ﬂights on a commercial airline to
Fairbanks, Alaska, and delivered directly to the ALS Minerals preparaƟon 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.
Security measures taken during historical KennecoƩ 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 Ɵmes and the chain of custody of the samples is well documented.
Copper and cobalt data were derived using a 48-element suite assayed by inducƟvely coupled plasma-mass spectrometry (“ICP-MS”) and atomic emission
spectroscopy (“ICP-AES”) methodologies, following a four-acid digesƟon. The lower detecƟon limits for copper and cobalt are 0.2ppm and 0.1 ppm,
respecƟvely. The upper limits were 10,000ppm. Over limit (>1.0%) copper and cobalt analyses were completed by atomic absorpƟon (“AA”), following a four-
acid digesƟon. In 2011 and 2012, gold assays were determined using ﬁre analysis followed by an atomic absorpƟon spectroscopy (“AAS”) ﬁnish. Gold was not
analyzed in 2013 or 2014. The lower detecƟon limit was 0.005 ppm Au; the upper limit was 10 ppm Au.
ALS Minerals has aƩained InternaƟonal OrganizaƟon for StandardizaƟon (“ISO”) 9001:2000 registraƟon. In addiƟon, 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, mulƟ-element ICP and AA assays for silver, copper, lead and zinc. Trilogy has no relaƟonship 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 conƟnuous validaƟon of the drill data during the logging process and aŌer the
ﬁeld program was complete. Trilogy Metals also retained independent consultant GeoSpark ConsulƟng 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 cerƟﬁed 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 8, 2022.  During the visit, he reviewed drill core, measured drill
collars with a handheld GPS unit, visited the historical trench area and viewed the

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76
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. AŌer further invesƟgaƟon, Ambler Metals idenƟﬁed seven drill collars in the database
with planned coordinates, rather than the surveyed coordinates. The QP has reviewed the metallurgical testwork reports, the analyƟcal procedures,
qualiﬁcaƟon of the laboratory, and presentaƟon of the test results and considers all to have followed industry accepted pracƟce.
InspecƟon of the historical drill hole data has revealed some issues with collar, down hole survey and assay results.  There are 183 historical holes represenƟng
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 idenƟﬁed are manageable by the signiﬁcant number of drilling and sampling that has been undertaken,
and restricƟon of the resource classiﬁcaƟon to the Inferred category.
Wood’s geology and resource QP’s review of the database transcripƟon 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 TesƟng
In 1961, KennecoƩ collected 32 coarse reject samples from ﬁve drill holes intersecƟng the Bornite deposit (RC-34, RC-54, RC-60, RC-61, and RC-65) to support
preliminary metallurgical test work conducted at KRC.  Samples targeted high-grade (>10%) copper mineralizaƟon from the Ruby Zone Upper Reef (“No. 1 Ore
Body”) (BCMC, 1961). Locked-cycle laboratory test work suggested that 97.64% of the copper was recoverable in a concentrate assaying 43.90% Cu.  Fine-
grinding to 5% passing +200-mesh was required to obtain the liberaƟon of copper minerals from pyrite necessary for such a high recovery.  Mineralogical test
work on the composite sample showed high-grade mineralizaƟon of the Ruby Zone Upper Reef is dominated by bornite with subordinate chalcocite and
chalcopyrite.
A total of four metallurgical test work 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 characterizaƟon and ﬂotaƟon test work on mineralized samples collected
from the South Reef area.  To the extent known, the samples are representaƟve of the styles and types of mineralizaƟon present in the South Reef area. The
program at ALS Metallurgy was based on tradiƟonal grinding and ﬂotaƟon test work aimed at producing saleable copper concentrates. The test work
conƟnued into 2013.
In 2017, Trilogy Metals contracted SGS to conduct detailed metallurgical test work on a series of samples that represent the lower grade mineralizaƟon within
the constraining pit shell. This work followed the preliminary ﬂowsheet and process opƟons outlined in the 2012/2013 test work.  This test work conƟnued
into 2018.
AddiƟonal metallurgical tesƟng was conducted by ALS Metallurgy in 2018/2019 and again in 2020/2021 which followed on from the process development of
the earlier test work.
Metallurgical test work to date indicates that the Bornite mineralizaƟon can be treated using standard grinding and ﬂotaƟon methods to produce clean copper
concentrates with good results being obtained.  
The copper concentrate that would be produced is considered in general terms a clean concentrate, and it is unlikely that penalƟes would be imposed as no
signiﬁcant amounts of deleterious elements are contained in the concentrate.
Mineral Resource EsƟmates
The mineral resources were  prepared in accordance with the standards and deﬁniƟons of S-K 1300.   The QP considers the sample preparaƟon, security and
analyƟcal procedures adequate to support an Inferred mineral resource.

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77
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 mineralizaƟon 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 esƟmate
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 KennecoƩ, contain addiƟonal analyses for elements such as zinc, lead, gold, silver, and cobalt. At this Ɵme, only copper
has reasonable prospectus for eventual economic extracƟon.
During the 2012, 2013 and 2014 ﬁeld seasons, Trilogy collected samples from drill hole intervals that were not previously sampled. It is assumed that
KennecoƩ did not sample these intervals because, visually, they did not exhibit the presence of high-grade copper mineralizaƟon (amenable to underground
mining). In previous mineral resource esƟmates, these un-sampled intervals were assigned a default grade of 0% Cu. At this current stage, the majority of the
core drilled by KennecoƩ 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 leŌ
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 tesƟng the South Reef area are collared from surface and typically intersect mineralizaƟon at approximately 100 m to 200 m spacing.
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 distribuƟon of SG data is considered suﬃcient to support resource esƟmaƟon.
The geologic model interpreted for the Bornite deposit consists primarily of a series of inter-bedded carbonate and phylliƟc 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 represenƟng the hanging wall (Beaver Creek phyllite), the footwall (quartz-phyllite Anirak schist), and the overlying overburden. Some of the
phyllite and carbonate units are conƟnuous across the enƟre 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 interpretaƟon of these massive sulphide domains, and a probability shell approach is used to idenƟfy areas where
higher grade mineralizaƟon 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 mineralizaƟon, and the 0.2% Cu shell correlates with the visual presence of
chalcopyrite mineralizaƟon. Cobalt mineralizaƟon is strongly associated with both sets of copper mineralizaƟon. The higher grade shell occurs mainly in the
South Reef area and is based primarily on visual observaƟons of the distribuƟon of sample data suggesƟng that a relaƟvely conƟnuous zone of higher grade
copper mineralizaƟon 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 relaƟvely 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 sƟll below the anƟcipated cut-oﬀ grade of the mineral resource, ensuring that suﬃcient
internal diluƟon 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.

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78
Indicator values are assigned to 2 m composites at the grade thresholds, and indicator variograms are produced. Probability values are esƟmated in model
blocks using ordinary kriging; the verƟcal range and locaƟons are controlled dynamically using elevaƟons relaƟve to the trend planes described previously. A
series of shells are generated at varying probability thresholds and are then compared to the distribuƟon 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 evaluaƟon, copper is the only economic contributor at Bornite. There is potenƟal for reasonable prospects of eventual economic
extracƟon for cobalt with addiƟonal drill informaƟon and metallurgical test work to establish the appropriate process opƟons available to produce marketable
pyrite-cobalt concentrate. Currently there is insuﬃcient informaƟon to idenƟfy reasonable process method for economic recovery of cobalt or a market for
the pyrite-cobalt concentrate. The Bornite deposit comprises several zones of relaƟvely conƟnuous moderate- to high-grade copper mineralizaƟon 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 combinaƟon of the sub-level stoping method for South Reef and cut-and-ﬁll method for Ruby Zone with assumed mining cost $65.00/t and
$90.00/t mined, respecƟvely. Using these parameters an open pit marginal cut-oﬀ grade of 0.5% Cu and an underground break-even cut-oﬀ grade of 1.45% Cu
for South Reef and 1.79% Cu for Ruby Zone were determined.
The underground mining shape for Ruby Zone is based on a 1.79% Cu grade shell while the underground mining shape for South Reef uƟlizes a mineable stope
opƟmizer based on 1.45% Cu.
Underground development material not included within the mineable stope shape that is mined to gain access to the stopes and is above a marginal cut-oﬀ
grade of 0.7% Cu can be selecƟvely handled and stored in a low-grade stockpile to be processed at the end of the mine life. This material is included in the
mineral resource esƟmate as a separate line item.
The Wood QP considers industry consensus on a long-term price forecast on producƟon schedules and cash ﬂows of $4.20/lb Cu is reasonable over the life of
the expected mine plan. It is in accordance with industry-accepted pracƟce to use higher metal prices for the mineral resource esƟmates than the consensus
price used for producƟon schedules and cash ﬂows.  The copper price forecast of $4.20/lb was increased by approximately 10% to provide the mineral
resource esƟmate copper price assumpƟon of $4.60/lb. This ensures that the mineral resources in the S-K 1300 Bornite Report producƟon schedule are a
subset of the total mineral resources.  The operaƟng costs accuracy is ±50% with a conƟngency of less than 25%.
Mineral Resources are classiﬁed in accordance with S-K 1300.
The Wood QP reviewed and performed validaƟon 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 esƟmates are based on a combinaƟon of open pit and underground mining methods and a
copper price of $4.60/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 breakeven cut-oﬀ grades of 1.45% Cu for South Reef and of 1.79%
Cu for Ruby Zone.  A porƟon 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).

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79
Table 1 – Bornite Mineral Resources Statement as at November 30, 2024
Class
Type/Area
Cut-oﬀ
(Cu %)
Tonnes
(Mt)
Average Grade
Cu (%)
Contained Metal
Cu (Mlb)
Inferred
In-Pit
0.50
170.4
1.15
4,303
Outside-Pit
South Reef
1.45
27.5
2.78
1,687
Outside-Pit
Ruby Zone
1.79
10.4
2.28
521
Underground
Development
0.70
0.7
0.98
16
Total Inferred – 100%
208.9
1.42
6,527
Total Inferred – 50%
AƩributable Interest
104.45
1.42
3,263.5
Notes:
1.
Wood is the third-party ﬁrm responsible for preparing the mineral resource esƟmate.
2.
Mineral resources are prepared in accordance with S-K 1300 deﬁniƟons. Mineral resources are exclusive of mineral reserves. There have been no mineral
reserves esƟmated on the Bornite Property.
3.
The assessment is preliminary in nature, it includes Inferred mineral resources that are considered too speculaƟve geologically to have modifying factors applied
to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.
4.
Mineral resources are reported in place (point of reference).
5.
Mineral resources are constrained by: an open pit shell at a cut-oﬀ grade of 0.50% Cu, with an average pit slope of 43 degrees; and underground mining shapes
assuming cut-and-ﬁll mining method based on a 1.79% Cu grade shell for Ruby Zone and an opƟmized underground mineable stope shape assuming sublevel
stoping mine method based on a break-even cut-oﬀ grade of 1.45% for South Reef. The cut-oﬀ grades assume a $4.60/lb Cu price over the expected 17-year
LOM, process recovery of 90.47%, process cost of $21.00/t processed, treatment, reﬁning, sales cost of $0.78/lb Cu in concentrate, road use cost of $8.04/t
processed, and 2% NSR royalty. For the open pit, costs include mining costs of $3.34/t mined and G&A cost of $4.30/t processed. For mining at South Reef, costs
include mining costs of $65.00/t mined and G&A cost of $14.50/t processed. For mining at Ruby Zone, costs include mining costs of $90.00/t mined and G&A cost
of $14.50/t processed. The long-term metal price forecast used a combinaƟon of informaƟon derived from 22 ﬁnancial insƟtuƟons, from pricing used in technical
reports ﬁled with Canadian regulatory authoriƟes over the previous 12-month period from the eﬀecƟve date of the mineral resource esƟmate, from pricing
reported by major mining companies in public ﬁlings such as annual reports, historical average pricing.
6.
Underground development material uses a marginal cut-oﬀ of 0.70% Cu where the mining costs are excluded.
7.
Figures may not sum due to rounding.
8.
The mineral resource esƟmates are shown on a 100% ownership basis, of which Trilogy Metals’ share is 50%.

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80
Table 2 – PorƟons of South Reef Mineral Resource Amenable to Underground Mining
Class
Type/Area
Cut-oﬀ (Cu
%)
Tonnes
(Mt)
Average Grade
(Cu %)
Contained 
Cu (Mlb)
Inferred
In-Pit South Reef1
1.45
14.2
2.80
876
Outside-Pit South Reef2
1.45
27.5
2.78
1,687
Inferred
Total South Reef
41.7
2.79
2,563
Notes:  
1.
The 1.45% Cu break-even cut-oﬀ assumes sublevel stoping mine method. The cut-oﬀ grades assume a $4.60/lb Cu price, process recovery of 90.47%, process cost
of $21.00/t processed, mining costs of $65.00/t mined and G&A cost of $14.50/t processed, treatment, reﬁning, sales cost of $0.78/lb Cu in concentrate, road use
cost of $8.04/t processed, and 2% NSR royalty.
2.
Subset of the mineral resource using a higher cut-oﬀ to what was used in Table 1 and is not addiƟve to the in-pit mineral resource reported in Table 1.
3.
Restatement of the mineral resources outside of the pit as reported in Table 1 and is not addiƟve to Table 1.
4.
Trilogy’s aƩributable interest is 50% of the tonnage and contained metals.
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.
AddiƟonal to what are described elsewhere in the S-K 1300 Bornite Report that could aﬀect the mineral resource esƟmate include:
●
Unrecognized complexity and other changes to the interpretaƟon of the geological model and grade shell
●
Mineral resource esƟmaƟon involves judgement and interpretaƟons by a QP. Diﬀerent QPs could come up with diﬀerent results
●
UncertainƟes regarding bias in the higher-grade copper
●
Unrecognized metallurgical variability
●
UncertainƟes in the quanƟƟes of water underground that may need to be managed
●
Uncertainty in government approval for developing road access to site
Mining OperaƟons
The Bornite mine consists of an underground operaƟon to exploit the higher-grade South Reef.
The underground mine will focus on South Reef using sublevel stoping. Stope shape opƟmizaƟons were run to generate producƟon stopes using cut-oﬀ grades
determined from preliminary cost modelling, stope opƟmizaƟon parameters and process recoveries. Throughput and cut-oﬀ grade were opƟmized resulƟng in
6,000 t/d and 1.6% Cu cut-oﬀ, respecƟvely.
South Reef will be accessed from surface via twin declines, one for the material handling system and the second for mobile equipment and personnel access.
It is expected that an exploraƟon decline will have been developed prior to the start of underground development allowing access to the deposit quicker. The
material handling system uƟlizes 63-tonne diesel trucks to haul development mineralized material and waste and a conveyor system to transport producƟon
mineralized material to the run-of-mine (“ROM”) pad on surface.
Underground development will require two years pre-producƟon and a year of ramp up before reaching 6,000 t/d producƟon. The Bornite life-of-mine
(“LOM”) is 17 years.

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81
A subset of the mineral resources within the LOM plan is summarized in Table 3.
Table 3 – Subset of the Bornite Mineral Resource EsƟmate within the IniƟal Assessment Mine Plan
Conﬁdence Category
Tonnes 
(Mt)
Average Grade 
(Cu %)
Contained Cu 
(Mlb)
Inferred
36.9
2.61
2,125
Notes:  
1.
Mineral resources within the mine plan were esƟmated using sublevel stoping underground mining method and includes variable diluƟon and a mining recovery
of 95%.
2.
The assessment is preliminary in nature, it includes inferred mineral resources that are considered too speculaƟve geologically to have modifying factors applied
to them that would enable them to be categorized as mineral reserves and there is no certainty that this economic assessment will be realized.
3.
Input assumpƟons used to determine mineable stope shapes include a copper price of $4.20/lb, mine operaƟng cost of $73.29/t, process operaƟng cost of
$19.84/t, G&A and surface costs of $9.64/t, haulage and road use costs of $28.78/t, closure and water treatment costs of $1.26/t, shipping, treatment, reﬁning
and selling costs of $0.78/lb Cu, process recovery of 90%, and NSR royalty of 2%.
4.
ProducƟon stope cut-oﬀ of 1.6% Cu and development cut-oﬀ 0.7% Cu.The producƟon stope cut-oﬀ input assumpƟons include a copper price of $4.20/lb, mine 
operaƟng cost of $44.08/t, process operaƟng cost of $24.82/t, G&A and surface cost of $17.3/t, and sustaining costs of $8.52/t, road use costs of $14.4/t, 
shipping, treatment, reﬁning and selling costs of $0.78/lb Cu, process recovery of 90.89% and average NSR royalty of 2.25%.  Forecast copper prices used for mine 
planning and cash ﬂow analysis are as of September 6, 2024.  The forecast price of $4.20 reﬂects the average forecasted price from 18 ﬁnancial insƟtuƟons.
5.
Trilogy’s aƩributable interest is 50% of the tonnage and contained metal.
Processing and Recovery OperaƟons
The recovery test work conducted in the ALS Metallurgy test work program KM3621 was not opƟmized and is preliminary in terms of results. The SGS ﬂotaƟon
test work and the balance of ALS Metallurgy test work, by comparison, is more exhausƟve in terms of process opƟmizaƟon, and these results show higher
copper recoveries and beƩer overall results.
Bornite material will be processed in the ArcƟc process plant that has currently been designed to a feasibility study level. The process plant will process 10,000
t/d of material on a two week on, one week oﬀ campaign basis. The process plant will operate at an overall availability of 64%, processing an annual average
of 2,215,000 tonnes of mineralized material to produce a copper concentrate.
ModiﬁcaƟons to the ArcƟc ﬂowsheet to allow the processing of Bornite material at the end of the ArcƟc LOM include:
●
decommissioning the talc, zinc and lead ﬂotaƟon circuits as these are not required to process Bornite material.
●
incorporaƟng some of the zinc circuit ﬂotaƟon and dewatering equipment in the copper ﬂotaƟon and dewatering circuit which is anƟcipated to
handle higher copper loadings.
●
a new regrind mill will be required to operate in parallel to the exisƟng copper and zinc regrind mills.
A new tailings ﬁltraƟon plant will dewater up to 50% of the plant tailings for paste backﬁll purposes. Filtered tailings will be transported by dual tractor trailer
from the ArcƟc plant to the Bornite paste backﬁll plant. Power consumpƟon will be less than the total output capacity currently required for the ArcƟc process
plant.

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82
Infrastructure, Permiƫng and Compliance AcƟviƟes
Surface infrastructure is limited at the Bornite site as the Bornite Project will leverage oﬀ of exisƟng infrastructure at ArcƟc once ArcƟc mineral reserves have
been exhausted. Onsite infrastructure and services required to support the Bornite Project include mining faciliƟes including a paste ﬁll plant, waste transfer
pad, ROM stockpile, topsoil stockpile, underground portal, power plant, fuel storage, upgraded Ruby Creek secƟon, dewatering wells, water treatment pond,
contact and non-contact diversions/ditches.  It is assumed that the ArcƟc camp will be suﬃcient to accommodate Bornite personnel.
Access to site will be from the north, along the south route from the AAP road and from the south from the Dahl Creek airport.
A waste transfer pad with capacity of 40,000 tonnes will temporarily store waste and low grade mineralized material from underground and will be hauled to
the ArcƟc waste rock facility for long term storage. Low-grade mineralized material will be processed at the end of mine life.  A ROM stockpile with a capacity
of 30,000 tonnes equaƟng to ﬁve days of producƟon will store mineralized material and serve as a loading point for haulage to the ArcƟc mill by the over-the-
road (“OTR”) truck ﬂeet.
Tailings produced from processing the mineralized material from Bornite at the ArcƟc mill, will be stored in an expanded ArcƟc tailings storage facility (“TSF”)
and within the ArcƟc pit.  The exisƟng TSF will be expanded to hold the addiƟonal 16 Mm3 while the pit will store 2.5 Mm3 with the possibility of storing more
if required.  It is assumed that approximately 50% of the tailings would be sent to the ﬁlter press at the ArcƟc mill to be used to produce paste backﬁll and is
backhauled to the Bornite site.
A portal diesel power plant comprising of six diesel gensets will provide power for peak site demand of 13.3 MWe.
Perimeter dewatering wells are planned to limit the inﬂow of water into the underground mine.  This water will be conveyed back into Ruby Creek.  The
upgraded Ruby Creek secƟon and Ruby Creek valley dewatering wells are intended to disconnect ﬂow in Ruby Creek from the underlying groundwater system
and reduce inﬁltraƟon into the mine.  Diversion ditches around site will intercept any water runoﬀ before it becomes contact water.  Contact water will be
treated before release into the environment.
Capital and OperaƟng Costs
A Class 5 capital cost esƟmate was prepared in accordance with AACE InternaƟonal Guidelines PracƟce No. 47R-11 with an expected accuracy of ±50% and a
conƟngency of 14.4% overall.  All costs are expressed in fourth-quarter 2024 US dollars.
The Bornite Project’s iniƟal capital cost, as summarized in Table 4 is $503.4 million, including indirect costs of $80.6 million and conƟngency of $72.5 million.  A
sustaining capital of $363.1 million considers equipment replacement costs and pipeline and ditch construcƟon for water management and electrical.  The
total Bornite Project capital, inclusive of iniƟal and sustaining costs is esƟmated at $866.5 million.

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83
Table 4 – Summary of Capital Cost EsƟmate
WBS
DescripƟon
IniƟal Capital
($M)
Sustaining Capital
($M)
Total Capital
($M)
1000
Mining
214.9
300.6
515.5
2000
Crushing
-
-
-
3000
Process
28.6
-
28.6
4000
Tailings
10.4
-
10.4
5000
Onsite Infrastructure
85.3
20.7
106.0
6000
Oﬀsite Infrastructure
1.7
-
1.7
Subtotal
340.8
321.3
662.1
7000
Indirect Costs
80.6
4.1
84.7
9000
Owners’ Costs
9.5
1.2
10.7
8000
Provisions/ConƟngency
72.5
36.5
109.0
Total
503.4
363.1
866.5
Note:  
1.
Figures may not sum due to rounding.
OperaƟng Costs
Total operaƟng costs over the LOM have been esƟmated at $3,651.6 million with a breakdown summarized in Table 5.  The operaƟng costs accuracy is ±50%
with a conƟngency of less than 25%.
Table 5 – Total OperaƟng Costs over LOM
Cost Area
LOM Cost
($M)
Avg. Unit Cost of Mineralized Material Processed
($/t)
Underground Mining
1,392.5
37.74
OTR Haulage
197.3
5.35
Process
915.8
24.82
AAP Road
528.7
14.33
G&A
495.2
13.42
Water Management
105.8
2.87
Surface OperaƟons Cost
16.4
0.44
Total
3,651.6
98.97
Note:  
1.
G&A = general and administraƟve
2.
Figures may not sum due to rounding.
Financial Model
The results of the economic analysis in the Bornite Study represents forward-looking informaƟon that is subject to a number of known and unknown risks,
uncertainƟes, and other factors that may cause actual results to diﬀer materially from those presented here.  Forward-looking informaƟon includes mineral
resource esƟmates in the Bornite Study mine plan and the cash ﬂows derived from them, forecast copper prices used, capital and operaƟng cost esƟmates,
esƟmated copper producƟon, and payback period.  Actual results may vary from the forward-looking informaƟon with the mineral resource esƟmates, costs,
copper prices, metallurgical recoveries, and taxes being diﬀerent from what was assumed in the Bornite Study.

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84
The assessment is preliminary in nature, it includes inferred mineral resources that are considered too speculaƟve geologically to have modifying factors
applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.
The Bornite Study has been evaluated using a discounted cash ﬂow (“DCF”) analysis.  Cash inﬂows consist of annual revenue projecƟons for the mine.  Cash
ouƞlows such as capital, pre-producƟon mining costs, operaƟng costs, taxes, and royalƟes, are subtracted from the inﬂows to arrive at the annual cash ﬂow
projecƟons.  Cash ﬂows are taken to occur at the end of each period.
The aŌer-tax evaluaƟon of the Bornite Project under the assumpƟons used in the Bornite Study generates posiƟve results.  Before-tax and aŌer-tax ﬁnancial
results are presented in Table 6.  The ﬁnancial analysis is presented on a 100% basis on which Trilogy Metals has a 50% aƩributable interest.
The ﬁnancial model on which the analysis is based includes 100% inferred mineral resources.  The results of the economic analysis excluding inferred mineral
resources would not be economically viable.
The Bornite Project is most sensiƟve to changes in copper selling price and copper feed grade, followed by changes to operaƟng cots and total capital costs.
Table 6 – Financial Results
DescripƟon
Unit
Value
Pre-Tax ValuaƟon Indicators
Undiscounted CumulaƟve Cash Flow
$M
1,582.5
NPV @ 8%
$M
552.1
Payback Period (from start of operaƟons)
years
4.0
IRR Before Tax
%
23.6
Post-Tax ValuaƟon Indicators
Undiscounted CumulaƟve Cash Flow
$M
1,218.8
NPV @ 8%
$M
393.9
Payback Period (from start of operaƟons)
years
4.4
IRR AŌer Tax
%
20.0
Note:  
NPV = net present value; IRR = internal rate of return
ExploraƟon, Development, and ProducƟon
Based on the mineral resource esƟmates and exisƟng metallurgical test work presented in the Bornite Study, the QPs recommend the following: developing an
advanced exploraƟon decline to access South Reef for further drilling, hydrogeology, geotechnical and rock mechanics work, metallurgical test work,
invesƟgaƟons around re-purposing the ArcƟc process plant to receive Bornite mineralized material, tailings studies considering addiƟonal locaƟons and
technologies, a hydrological program, geochemistry assessments, a site water and load balance (water quality predicƟons) and water treatment needs, and
environmental baseline studies with esƟmated costs totaling $172.4 million.
ExploraƟon PotenƟal
Outcropping exposures of the mineralizaƟon-hosƟng carbonate straƟgraphy along with large areas of dolomite alteraƟon occur over approximately 18 km of
strike along the northern ﬂank of the Cosmos Hills.  Historical exploraƟon drilling focused solely on outcropping mineralizaƟon and subsurface extensions at
the Bornite, Aurora Mountain, and Pardner Hill areas.  Much of the carbonate belt has sƟll yet to be evaluated.  In addiƟon, airborne geophysics completed

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85
in 2006 show the Bornite carbonate sequence and the bounding straƟgraphy dip to the north under the Ambler Lowlands toward the Ambler Schist Belt.  This
opens a large area to explore for deposits beneath the Ɵll and recent sediments that occupy the lowlands.
ExploraƟon by KennecoƩ and Trilogy Metals has used a variety of methodologies. In 1996, KennecoƩ completed an iniƟal gravity survey of the Ambler
Lowlands showing signiﬁcant gravimetric anomalies that may indicate structural dislocaƟons and potenƟal alteraƟon and mineralizaƟon.  In 2011, Trilogy
Metals invesƟgated both deep IP and NSAMT geophysical techniques.  Results from the 2011 program led to a 2012 district-wide, 200 m dipole-dipole, deep-
penetraƟng IP survey.  Along with extensive physical property data captured for all lithologies, airborne EM and magneƟc data, the IP data was used to
develop a comprehensive geophysical model of the district to support future exploraƟon targeƟng. 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 mineralizaƟon.
Geochemical methods include convenƟonal and DPG and lithogeochemical vectoring.  Test lines using DPG methods with various selecƟve parƟal leaches of
metals proved eﬀecƟve in recognizing margins of South Reef mineralizaƟon at signiﬁcant depths under cover.  A recent analysis of the extensive ICP trace
element data set at Bornite demonstrates some signiﬁcant alteraƟon vectors including iron content of various hydrothermal dolomites. Simple XRF analysis of
dolomites in the ﬁeld might prove eﬀecƟve in vectoring toward Fe-poor mineralized dolomite secƟons.
A beƩer understanding of the basin development and its structural framework is criƟcal to the exploraƟon of Bornite-style systems. DaƟng of mineralizaƟon in
the Ambler Mining District suggests that the Ambler schist belt that hosts the ArcƟc deposit and the Bornite carbonate-hosted mineralizaƟon are close to
contemporaneous.  However, some textural and metamorphic observaƟons suggest a possible Jura-Cretaceous or younger age for Bornite and as such,
mineralizaƟon at Bornite is suspected to slightly post-date host straƟgraphy. This early and extensive syngeneƟc/early epigeneƟc signature, along with the
overall ﬂuid chemistry of the system invesƟgated 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.
A porƟon of the Ruby Zone deposit is near surface that is amenable to open pit mining. This material was not included in the mine plan to limit surface capital
related to a required expansion of the tailings facility at ArcƟc, but pending further study work, could be included in a future mine plan. A porƟon of the Ruby
Zone deposit is amenable to underground mining. A preliminary design included 6.3 Mt at 2.38% Cu uƟlizing a cut-and-ﬁll mining method, but this was
removed to improve project economics by limiƟng sustaining capital and the required expansion of the tailings facility at ArcƟc. Depending on copper price
and geological interpretaƟon of the resource, sublevel stoping could be an appropriate mining method.
The Bornite Project is not currently in producƟon; for contemplated exploraƟon or development acƟviƟes see above.

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86
Mineral Resource EsƟmate Comparison for Bornite Between November 30, 2024 and 2023
For ease of comparison, the esƟmates for each project are shown on a 100% basis. Trilogy’s aƩributable interest is 50% of the tonnage and contained metal
stated in the tables.
Category
Tonnes (Mt) 2023 Tonnes (Mt) 2024 Percentage Change
Contained Metal
Cu (Mlb)
2023
Contained Metal
Cu (Mlb)
2024
Percentage
Change
Inferred In-Pit
170.4
170.4
0.0%
4303
4303
0.0%
Inferred Outside Pit South Reef
22.0
27.5
25.0%
1690
1687
-0.2%
Inferred Outside Pit Ruby Zone
10.4
10.4
0.0%
521
521
0.0%
Total Inferred
202.7
208.2
2.7%
6514
6511
0.0%
Internal Controls Over Mineral Resource and Reserve EsƟmates
Trilogy has internal controls for reviewing and documenƟng the informaƟon supporƟng the mineral resource and mineral reserve esƟmates, describing the
methods used, and ensuring the validity of the esƟmates.
InformaƟon that is used to compile mineral resources and reserves is prepared and cerƟﬁed 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 informaƟon to the Board’s Technical CommiƩee for their review on a periodic basis.
Item 3.     LEGAL PROCEEDINGS
From Ɵme to Ɵme, we are a party to rouƟne liƟgaƟon and proceedings that are considered part of the ordinary course of business. We are not aware of any
material current, pending, or threatened liƟgaƟon. 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 securiƟes 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
OperaƟons are subject to regulaƟon by the Federal Mine Safety and Health AdministraƟon (“MSHA”) under the Federal Mine Safety and Health Act of 1977
(the “Mine Act”).  At our current stage of exploraƟon, 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 SecƟon 1503(a) of Dodd-Frank.  We have nothing to disclose pursuant to SecƟon 1503(a) of Dodd-Frank for the ﬁscal year ended November 30,
2024.

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87
PART II
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 14, 2025, there were 1,411 registered
holders of our Common Shares.
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 unƟl such Ɵme as our cash ﬂow exceeds our
capital requirements and will depend upon, among other things, condiƟons then exisƟng including earnings, ﬁnancial condiƟon, restricƟons in ﬁnancing
arrangements, business opportuniƟes and condiƟons and other factors, or our Board determines that our shareholders could make beƩer use of the cash.
Unregistered Sales of Equity SecuriƟes
None.
Repurchase of SecuriƟes
During ﬁscal year 2024, neither Trilogy nor any aﬃliate of Trilogy repurchased Trilogy Common Shares.
Exchange Controls
There are no governmental laws, decrees or regulaƟons in Canada that restrict the export or import of capital, including foreign exchange controls, or that
aﬀect the remiƩance of dividends, interest or other payments to non-resident holders of the securiƟes of Trilogy, other than Canadian withholding tax.
Certain Canadian Federal Income Tax ConsideraƟons for U.S. Holders  
The following summary describes, as of the date hereof, the principal Canadian federal income tax consequences generally applicable under the Income Tax
Act (Canada) and the regulaƟons enacted thereunder (collecƟvely, the “Tax Act”) and the Canada-United States Income Tax ConvenƟon (1980) (the
“ConvenƟon”) to the holding and disposiƟon of our Common Shares.
Comment is restricted to holders of Common Shares each of whom, at all material Ɵmes for the purposes of the Canadian Tax Act and the ConvenƟon, (i) is
resident solely in the United States for tax purposes, (ii) is a “qualifying person” under and enƟtled to the beneﬁts of the ConvenƟon, (iii) holds all Common
Shares as capital property, (iv) deals at arm’s length with and is not aﬃliated with the Company, (v) does not and is not deemed to use or hold any Common
Shares in a business carried on in Canada, (vi) is not an insurer that carries on business in Canada and elsewhere and (vii) is not an “authorized foreign bank”
(as deﬁned in the Tax Act) (each such holder, a “U.S. Holder”).
Certain U.S.-resident enƟƟes that are ﬁscally transparent for United States federal income tax purposes (including certain limited liability companies) may not
in all circumstances be enƟtled to the beneﬁts of the ConvenƟon. Members of or holders of an interest in such an enƟty that holds Common Shares should
consult their own tax advisers regarding the extent, if any, to which the beneﬁts of the ConvenƟon will apply to the enƟty in respect of its Common Shares.
This summary does not deal with special situaƟons such as the parƟcular circumstances of traders or dealers in securiƟes or holders who have entered into a
“derivaƟve forward agreement”, “syntheƟc equity arrangement” or “syntheƟc disposiƟon arrangement” (each as deﬁned in the Tax Act) in respect of the
common shares. Such holders should consult their own tax advisors.

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88
Generally, a U.S. Holder’s Common Shares will be considered to be capital property of such Holder provided that the U.S. Holder is not a trader or dealer in
securiƟes, did not acquire, hold, or dispose of the common shares in one or more transacƟons considered to be an adventure or concern in the nature of
trade (i.e. speculaƟon) and does not hold the common shares in the course of carrying on a business.
This summary is based on the informaƟon contained in this Form 10-K, the current provisions of the Tax Act and the ConvenƟon in eﬀect as of the date prior to
the date hereof and counsel’s understanding of the published administraƟve policies and assessing pracƟces of the Canada Revenue Agency (the “CRA”)
published in wriƟng by the CRA prior to the date hereof. This summary also takes into account all speciﬁc proposals to amend the Tax Act publicly announced
by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Tax Amendments”). This summary assumes that the Proposed Tax
Amendments will be enacted 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 anƟcipate any changes in law or the administraƟve policies or
assessing pracƟces of the CRA, whether by way of legislaƟve, governmental or judicial decision or acƟon, nor does it take into account other federal or any
provincial, territorial or foreign legislaƟon or consideraƟons, which may diﬀer signiﬁcantly from those discussed herein.
This summary is not exhausƟve of all possible Canadian federal income tax consideraƟons 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 parƟcular U.S. Holder and no
representaƟons with respect to the tax consequences to any parƟcular U.S. Holder are made. Accordingly, U.S. Holders should consult their own tax
advisors as to the Canadian federal tax consequences, and the tax consequences of any other jurisdicƟon, applicable to them having regard to their own
parƟcular circumstances.
Currency Conversion
Generally, for the purposes of the Tax Act, all amounts relaƟng to the acquisiƟon, holding or disposiƟon of Common Shares (including dividends, adjusted cost
base and proceeds of disposiƟon) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the
Canadian Tax Act.
DisposiƟon of Common Shares
A U.S. Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such U.S. Holder on a disposiƟon of the Common Shares, nor
will capital losses arising from the disposiƟon be recognized under the Tax Act, unless the Common Shares consƟtute “taxable Canadian property” (as deﬁned
in the Tax Act) of the U.S. Holder at the Ɵme of disposiƟon and the U.S. Holder is not enƟtled to relief under the ConvenƟon.
Generally, as long as the Common Shares are then listed on a “designated stock exchange” (as deﬁned in the Tax Act and which currently includes the TSX and
the NYSE American) at the Ɵme of disposiƟon or deemed disposiƟon, the Common Shares will not consƟtute taxable Canadian property of a U.S. Holder,
unless at any Ɵme during the 60-month period immediately preceding the disposiƟon the following two condiƟons are met concurrently: (a) the U.S. Holder,
persons with whom the U.S. Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more
partnerships, the U.S. Holder or persons with whom the U.S. Holder does not deal at arm’s length , or any combinaƟon of them, owned 25% or more of the
issued shares of any class or series of shares in the capital stock of the Company, and (b) more than 50% of the fair market value of the Common Shares was
derived, directly or indirectly, from one or any combinaƟon of real or immovable property situated in Canada, “Canadian resource properƟes”, “Ɵmber
resource properƟes” (each as deﬁned in the Tax Act), and opƟons in respect of or interests in, or ,for civil law, rights in, any such properƟes (whether or not
the property exists). Notwithstanding the foregoing, the Common Shares may also be deemed to be taxable Canadian property of a U.S. Holder pursuant to
other circumstances prescribed in the Tax Act.

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89
Even if the Common Shares consƟtute “taxable Canadian property” to a U.S. Holder, under the ConvenƟon, such a U.S. Holder will not be subject to tax under
the Tax Act on any capital gain realized by such holder on a disposiƟon of such Common Shares, provided the value of such Common Shares is not derived
principally from real property situated in Canada (within the meaning of the ConvenƟon).
A U.S. Holder whose Common Shares may consƟtue taxable Canadian property should consult their own advisors having regard to their parƟcular
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 U.S Holder will be subject to Canadian withholding tax.
 The rate of withholding under the Tax Act is 25% of the gross amount of the dividends.  However, 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 ConvenƟon, the rate
of such Canadian withholding tax will generally be reduced to 15% of the gross amount of such dividend. The rate of withholding tax is further reduced to 5%
if the beneﬁcial owner of such dividend is an U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the Company’s voƟng shares.
Certain U.S. Federal Income Tax ConsideraƟons
The following is a general summary of certain anƟcipated U.S. federal income tax consideraƟons applicable to a U.S. Holder (as deﬁned below) arising from
and relaƟng to the acquisiƟon, ownership and disposiƟon of Common Shares.
This summary is for general informaƟon purposes only and does not purport to be a complete analysis or lisƟng of all potenƟal U.S. federal income tax
consideraƟons that may apply to a U.S. Holder as a result of the acquisiƟon, ownership and disposiƟon of Common Shares. Furthermore, this summary does
not take into account the individual facts and circumstances of any parƟcular U.S. Holder that may aﬀect the U.S. federal income tax consideraƟons applicable
to such U.S. Holder of Common Shares. Except as speciﬁed below, this summary does not discuss applicable tax reporƟng 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 relaƟng to the acquisiƟon, ownership and
disposiƟon of Common Shares.
No ruling from the U.S. Internal Revenue Service (the “IRS”) or legal opinion from legal counsel has been requested, or will be obtained, regarding the
potenƟal U.S. federal income tax consideraƟons 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 posiƟon that is diﬀerent from, and contrary to, the posiƟons taken in this summary. In addiƟon, because the authoriƟes on which
this summary is based are subject to various interpretaƟons, the IRS and the U.S. courts could disagree with one or more of the posiƟons taken in this
summary.
Scope of this Summary
AuthoriƟes
This summary is based on the U.S. Internal Revenue Code of 1986, as amended (“Code”), regulaƟons promulgated by the U.S. Department of the Treasury
(whether ﬁnal, temporary or proposed) (“Treasury RegulaƟons”), U.S. court decisions, published rulings and administraƟve posiƟons of the IRS, and the
ConvenƟon, that are applicable and, in each case, in eﬀect as of the date of this document. Any of the authoriƟes on which this summary is based could be
changed in a material and adverse manner at any Ɵme, and any such change could be applied on a retroacƟve or prospecƟve basis, which could aﬀect the U.S.
federal income tax consideraƟons described in this summary. This summary does not discuss the potenƟal eﬀects, whether adverse or beneﬁcial, of any
proposed legislaƟon that, if enacted, could be applied on a retroacƟve or prospecƟve basis.

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90
U.S. Holders
For purposes of this secƟon, a “U.S. Holder” is a beneﬁcial owner of Common Shares that, for U.S. federal income tax purposes, is (a) a ciƟzen or individual
resident of the United States for U.S. federal income tax purposes; (b) a corporaƟon, or other enƟty classiﬁed as a corporaƟon 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 administraƟon of such
trust and one or more U.S. persons have the authority to control all substanƟal 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” enƟty). This summary does not address the U.S. federal income tax consideraƟons applicable to Non-U.S. Holders relaƟng to the acquisiƟon,
ownership and disposiƟon 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 potenƟal applicaƟon of and operaƟon of any tax treaƟes) relaƟng to the acquisiƟon, ownership, and
disposiƟon of Common Shares.
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 consideraƟons applicable to U.S. Holders that are subject to special provisions under the Code,
including U.S. Holders that: (a) are tax-exempt organizaƟons, qualiﬁed reƟrement plans, individual reƟrement accounts or other tax-deferred accounts; (b) are
ﬁnancial insƟtuƟons, underwriters, insurance companies, real estate investment trusts or regulated investment companies or that are broker-dealers, dealers,
or traders in securiƟes or currencies that elect to apply a mark-to-market accounƟng method; (c) have a “funcƟonal currency” other than the U.S. dollar;
(d) own Common Shares as part of a straddle, hedging transacƟon, conversion transacƟon, construcƟve sale or other integrated transacƟon; (e) acquired
Common Shares in connecƟon with the exercise of employee stock opƟons or otherwise as compensaƟon for services; (f) hold Common Shares other than as
a capital asset (generally property held for investment purposes) within the meaning of SecƟon 1221 of the Code; (g) are subject to special tax accounƟng
rules with respect to their Common Shares; (h) own, directly, indirectly or by aƩribuƟon, 10% or more, by voƟng power or value, of the outstanding shares of
the Company; (i) are partnerships and other pass-through enƟƟes (and investors in such partnerships and enƟƟes); (j) are S corporaƟons (and shareholders
thereof): (k) are subject to the alternaƟve minimum tax; (l) are U.S. expatriates or former long-term residents of the United States; or (m) hold Common
Shares in connecƟon with a trade or business, permanent establishment, or ﬁxed base outside the United States.  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 regarding the U.S. federal, state,
and local and non-U.S. tax conseuqences relaƟng to the acquisiƟon, ownership and disposiƟon of Common Shares.
If an enƟty or other arrangement that is classiﬁed as a partnership (or other “pass-through” enƟty) for U.S. federal income tax purposes holds Common
Shares, the U.S. federal income tax consequences applicable to such partnership (or “pass-through” enƟty) and the partners of such partnership (or owners of
such “pass-through” enƟty) generally will depend on the acƟviƟes of the partnership (or “pass-through” enƟty) and the status of such partners (or owners).
Partners of enƟƟes that are classiﬁed as partnerships (and owners of “pass-through” enƟƟes) for U.S. federal income tax purposes should consult their own
tax advisors regarding the U.S. federal income tax consequences relaƟng to the acquisiƟon, ownership and disposiƟon 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 giŌ, U.S. federal net investment income, U.S. alternaƟve minimum tax, or non-U.S. tax
consequences to U.S. Holders relaƟng to the acquisiƟon, ownership, and

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disposiƟon of Common Shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. state and local, U.S. estate and giŌ, U.S. federal net
investment income, U.S. federal alternaƟve minimum tax and non-U.S. tax consequences relaƟng to the acquisiƟon, ownership, and disposiƟon of Common
Shares.
U.S. Federal Income Tax Consequences of the AcquisiƟon, Ownership and DisposiƟon of Common Shares
DistribuƟons on Common Shares
Subject to the PFIC rules discussed below, a U.S. Holder that receives a distribuƟon, including a construcƟve distribuƟon, with respect to a Common Share will
be required to include the amount of such distribuƟon in gross income as a dividend (without reducƟon for any Canadian income tax withheld from such
distribuƟon) 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 distribuƟon exceeds the current and accumulated “earnings and proﬁts” of the Company, such distribuƟon 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 thereaŌer as a gain from the sale or exchange of such Common Shares
(see “Sale or Other Taxable DisposiƟon of Common Shares” below). However, the Company does not intend to maintain the calculaƟons of earnings and proﬁts
in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribuƟon by the Company with respect to the
Common Shares will consƟtute ordinary dividend income. Subject to applicable limitaƟons, dividends paid by the Company to non-corporate U.S. Holders,
including individuals, generally will be eligible for the preferenƟal tax rates applicable to long-term capital gains for dividends, provided certain holding period
and other condiƟons are saƟsﬁed, including that the Company not be classiﬁed as a PFIC (as discussed below) in the tax year of distribuƟon or in the preceding
tax year. Dividends received on Common Shares by corporate U.S. Holders will not be eligible for the “dividends received deducƟon”. The dividend rules are
complex, and each U.S. Holder should consult its own tax advisor regarding the applicaƟon of such rules.
Sale or Other Taxable DisposiƟon of Common Shares
Subject to the PFIC rules discussed below, upon the sale or other taxable disposiƟon 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 ConvenƟon 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 Ɵme of the sale or other disposiƟon, such Common Shares are held for more than one year. PreferenƟal tax rates apply
to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferenƟal tax rates for long-term capital gains of a U.S.
Holder that is a corporaƟon. DeducƟons for capital losses are subject to signiﬁcant limitaƟons 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 disposiƟon of Oﬀered Shares generally will be United States source
gain or loss. Certain U.S. Holders that are eligible for the beneﬁts of the ConvenƟon 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 limitaƟons on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In
addiƟon, Treasury RegulaƟons that apply to taxes paid or accrued (the “Foreign Tax Credit RegulaƟons”) impose addiƟonal requirements for Canadian
withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be saƟsﬁed. The Treasury Department has
recently released guidance temporarily pausing the applicaƟon of certain of the Foreign Tax Credit RegulaƟons.

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Subject to the PFIC rules discussed below, and the Foreign Tax Credit RegulaƟons 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 enƟtled, at the elecƟon of such U.S. Holder, to receive
either a deducƟon 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 deducƟon will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This elecƟon 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 applicaƟon of rules that depend on a U.S. Holder’s parƟcular 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 distribuƟon paid in foreign currency to a U.S. Holder in connecƟon with the ownership of Common Shares, or on the sale, exchange or
other taxable disposiƟon 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 construcƟve receipt (regardless of whether such foreign currency is converted into U.S. dollars at that Ɵme). 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 accounƟng. U.S. Holders should consult 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 SecƟon 1297 of the Code at any Ɵme during a U.S. Holder’s holding period, then certain diﬀerent
and potenƟally adverse tax consequences would apply to such U.S. Holder’s acquisiƟon, ownership and disposiƟon 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 producƟon 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
operaƟons or sources, and “passive income” includes, for example, dividends, interest, certain rents and royalƟes, certain gains from the sale of stock and
securiƟes, and certain gains from commodiƟes transacƟons. AcƟve business gains arising from the sale of commodiƟes generally are excluded from passive
income if substanƟally all of a foreign corporaƟon’s commodiƟes 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 saƟsﬁed.
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 corporaƟon, the Company will be treated as if it (a) held a proporƟonate share of the assets of such other corporaƟon and
(b) received directly a proporƟonate share of the income of such other corporaƟon. In addiƟon, for purposes of the PFIC income test and asset test described
above, “passive income” does not include any interest, dividends, rents or royalƟes that are received or accrued by the Company from a “related person” (as
deﬁned in SecƟon 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 aƩribuƟon rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proporƟonate 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

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on (a) a distribuƟon on the shares of a Subsidiary PFIC and (b) a disposiƟon 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, 2023 and 2024 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 determinaƟon 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 applicaƟon of complex U.S. federal income tax rules, which are
subject to diﬀering interpretaƟons. In addiƟon, 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 determinaƟon 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 SecƟon 1291 of the Code
If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisiƟon, ownership and disposiƟon of Common Shares will
depend on whether such U.S. Holder makes a QEF elecƟon (a “QEF ElecƟon”) or makes a mark-to-market elecƟon under SecƟon 1296 of the Code (a “Mark-to-
Market ElecƟon”) with respect to Common Shares. A U.S. Holder that does not make either a QEF ElecƟon or a Mark-to-Market ElecƟon will be referred to in
this summary as a “Non-ElecƟng U.S. Holder”.
A Non-ElecƟng U.S. Holder will be subject to the rules of SecƟon 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable
disposiƟon of Common Shares and (b) any excess distribuƟon paid on the Common Shares. A distribuƟon generally will be an “excess distribuƟon” to the
extent that such distribuƟon (together with all other distribuƟons received in the current tax year) exceeds 125% of the average distribuƟons 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 SecƟon 1291 of the Code any gain recognized on the sale or other taxable disposiƟon of Common Shares (including an indirect
disposiƟon of shares of a Subsidiary PFIC), and any excess distribuƟon paid on Common Shares (or a distribuƟon 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-ElecƟng U.S. Holder’s holding period for the Common Shares. The
amount of any such gain or excess distribuƟon allocated to the tax year of disposiƟon or excess distribuƟon 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-ElecƟng U.S. Holder that is not a corporaƟon must treat any such interest paid as “personal interest”, which is not deducƟble.
If the Company is a PFIC for any tax year during which a Non-ElecƟng U.S. Holder holds Common Shares, the Company will conƟnue to be treated as a PFIC
with respect to such Non-ElecƟng 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-ElecƟng U.S. Holder may terminate this deemed PFIC status with respect to Common Shares by elecƟng to recognize gain (which
will be taxed under the rules of SecƟon 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.
QEF ElecƟon
In the event the Company is a PFIC and a U.S. Holder makes a QEF ElecƟon 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 SecƟon 1291 of the Code

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discussed above with respect to its Common Shares. However, a U.S. Holder that makes a QEF ElecƟon 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 ElecƟon 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 ElecƟon may, subject to certain limitaƟons, 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 corporaƟon, any such interest
paid will be treated as “personal interest”, which is not deducƟble.
A U.S. Holder that makes a QEF ElecƟon generally (a) may receive a tax-free distribuƟon from the Company to the extent that such distribuƟon represents
“earnings and proﬁts” of the Company that were previously included in income by the U.S. Holder because of such QEF ElecƟon 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 distribuƟon because of such QEF ElecƟon. In
addiƟon, a U.S. Holder that makes a QEF ElecƟon generally will recognize capital gain or loss on the sale or other taxable disposiƟon of Common Shares.
The procedure for making a QEF ElecƟon, and the U.S. federal income tax consequences of making a QEF ElecƟon, will depend on whether such QEF ElecƟon is
Ɵmely. A QEF ElecƟon will be treated as “Ɵmely” 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 Ɵmely QEF ElecƟon by ﬁling the appropriate QEF ElecƟon documents at the Ɵme such U.S. Holder ﬁles a U.S.
federal income tax return for such year.
A QEF ElecƟon will apply to the tax year for which such QEF ElecƟon is made and to all subsequent tax years, unless such QEF ElecƟon is invalidated or
terminated or the IRS consents to revocaƟon of such QEF ElecƟon. If a U.S. Holder makes a QEF ElecƟon and, in a subsequent tax year, the Company ceases to
be a PFIC, the QEF ElecƟon 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 ElecƟon will be eﬀecƟve, 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.
The Company will make available to U.S. Holders, upon their wriƩen request, informaƟon as to its status as a PFIC, as reasonably determined by the Company,
and will provide to a U.S. Holder all informaƟon and documentaƟon that a U.S. Holder making a QEF ElecƟon with respect to the Company is required to
obtain for U.S. federal income tax purposes in the event it is a PFIC. The Company may provide such informaƟon on the Company’s website.  However, U.S.
Holders should be aware that the Company can provide no assurances that it will provide any such informaƟon relaƟng 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 conƟnue to be
subject to the rules discussed above with respect to the taxaƟon of gains and excess distribuƟons with respect to any Subsidiary PFIC for which the U.S.
Holders do not obtain the required informaƟon to ﬁle a QEF ElecƟon. U.S. Holders should consult their own tax advisor regarding the availability of, and
procedure for making, a QEF ElecƟon with respect to the Company and any Subsidiary PFIC.
Mark-to-Market ElecƟon
A U.S. Holder may make a Mark-to-Market ElecƟon only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock”
if they are regularly traded on (a) a naƟonal securiƟes exchange that is registered with the SEC; (b) the naƟonal market system established pursuant to secƟon
11A of the SecuriƟes and Exchange Act of 1934; or (c) a foreign securiƟes 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, lisƟng, 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 acƟve trading of listed stocks. If such stock is traded on such a qualiﬁed exchange or other market, such

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stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimus quanƟƟes, on at least 15 days
during each calendar quarter. Each U.S. Holder should consult its own tax advisor regarding whether the Common Shares consƟtute marketable stock.
A U.S. Holder that makes a Mark-to-Market ElecƟon with respect to its Common Shares generally will not be subject to the rules of SecƟon 1291 of the Code
discussed above. However, if a U.S. Holder does not make a Mark-to-Market ElecƟon 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 Ɵmely QEF ElecƟon, the rules of SecƟon 1291 of the Code discussed above will apply to certain
disposiƟons of, and distribuƟons on, the Common Shares.
A U.S. Holder that makes a Mark-to-Market ElecƟon 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 ElecƟon will be allowed a deducƟon 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 ElecƟon for prior tax years).
U.S. Holders that make a Mark-to-Market ElecƟon generally also will adjust their tax basis in the Common Shares to reﬂect the amount included in gross
income or allowed as a deducƟon because of such Mark-to-Market ElecƟon. In addiƟon, upon a sale or other taxable disposiƟon of Common Shares, a U.S.
Holder that makes a Mark-to-Market ElecƟon 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 ElecƟon for prior tax years over (b) the amount allowed as a deducƟon because of such Mark-to-Market ElecƟon for
prior tax years).
A Mark-to-Market ElecƟon applies to the tax year in which such Mark-to-Market ElecƟon is made and to each subsequent tax year, unless the Common Shares
cease to be “marketable stock” or the IRS consents to revocaƟon of such elecƟon. U.S. Holders should consult their own tax advisors regarding the availability
of, and procedure for making, a Mark-to-Market ElecƟon.
Although a U.S. Holder may be eligible to make a Mark-to-Market ElecƟon with respect to Common Shares, no such elecƟon 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 ElecƟon will not be
eﬀecƟve to eliminate the interest charge described above with respect to deemed disposiƟons of Subsidiary PFIC stock or distribuƟons from a Subsidiary PFIC.
Other PFIC Rules
Under SecƟon 1291(f) of the Code, the IRS has issued proposed Treasury RegulaƟons that, subject to certain excepƟons, would cause a U.S. Holder that had
not made a Ɵmely QEF ElecƟon to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., giŌs and
exchanges pursuant to corporate reorganizaƟons) 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 addiƟonal 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 ElecƟon.
For example, under SecƟon 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
RegulaƟons, be treated as having made a taxable disposiƟon 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 informaƟon as
Treasury RegulaƟons and/or other IRS guidance may require. U.S. Holders should consult their own tax advisors regarding the requirements of ﬁling such
informaƟon returns under these rules, including the requirement to ﬁle an IRS Form 8621.

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In addiƟon, 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 Ɵmely and eﬀecƟve QEF ElecƟon in place.
Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribuƟon from a PFIC.
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 acquisiƟon, ownership, and disposiƟon of Common Shares in the event the Company is a PFIC at any Ɵme during such holding period
for such Common Shares.
InformaƟon ReporƟng, Backup Withholding Tax
Under U.S. federal income tax law and Treasury RegulaƟons, certain categories of U.S. Holders must ﬁle informaƟon returns with respect to their investment
in, or involvement in, a foreign corporaƟon. For example, U.S. return disclosure obligaƟons (and related penalƟes) are imposed on individuals who are U.S.
Holders that hold certain speciﬁed foreign ﬁnancial assets in excess of certain threshold amounts. The deﬁniƟon of speciﬁed foreign ﬁnancial assets includes
not only ﬁnancial accounts maintained in foreign ﬁnancial insƟtuƟons, but also, unless held in accounts maintained by a ﬁnancial insƟtuƟon, 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 non-U.S. enƟty.  U.S. Holders may be subject to these reporƟng requirements unless their Common Shares are held in an account at certain
ﬁnancial insƟtuƟons. PenalƟes for failure to ﬁle certain of these informaƟon returns are substanƟal. U.S. Holders should consult with their own tax advisors
regarding the requirements of ﬁling informaƟon 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 disposiƟons of Common Shares, may be subject to informaƟon reporƟng 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 idenƟﬁcaƟon number (generally on IRS Form W-9); (b) furnishes an
incorrect U.S. taxpayer idenƟﬁcaƟon number; (c) is noƟﬁed 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 cerƟfy, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer
idenƟﬁcaƟon number and that the IRS has not noƟﬁed such U.S. Holder that it is subject to backup withholding tax. However, U.S. Holders that are
corporaƟons generally are excluded from these informaƟon reporƟng and backup withholding tax rules. Backup withholding is not an addiƟonal 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 Ɵmely furnishes the required informaƟon to the IRS. U.S. Holders should consult their own tax advisors regarding the
informaƟon reporƟng and backup withholding tax rules.
The discussion of reporƟng requirements set forth above is not intended to consƟtute a complete descripƟon of all reporƟng requirements that may apply to a
U.S. Holder. A failure to saƟsfy certain reporƟng requirements may result in an extension of the Ɵme 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 unsaƟsﬁed reporƟng requirement. Each U.S. Holder should
consult its own tax advisors regarding the informaƟon reporƟng 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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97
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 13, 2025 and provides
an analysis of our audited ﬁnancial results for the year ended November 30, 2024 compared to the year ended November 30, 2023. A discussion of our year
ended November 30, 2024 compared to November 30, 2023 is contained in our report on Form 10-K for the year ended November 30, 2024.
The following informaƟon should be read in conjuncƟon with our November 30, 2024 audited consolidated ﬁnancial statements and related notes which were
prepared in accordance with United States generally accepted accounƟng principles (“U.S. GAAP”). A summary of the U.S. GAAP accounƟng 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.
Richard Gosse, P. Geo, VP ExploraƟon of the Company, is a Qualiﬁed Person under NaƟonal Instrument 43-101 - Standards of Disclosure for Mineral
Projects (“NI 43-101”) and S-K 1300, and has approved the scienƟﬁc and technical informaƟon in this MD&A.
Trilogy’s shares are listed on the Toronto Stock Exchange (“TSX”) and the NYSE American under the symbol “TMQ”. AddiƟonal informaƟon 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.
DescripƟon of business
We are a base metals exploraƟon company focused on the exploraƟon and development of mineral properƟes, through our equity investee, in the Ambler
Mining District located in Alaska, U.S.A. We conduct our operaƟons 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 ArcƟc copper-zinc-lead-gold-silver project (the “ArcƟc Project”); and ii) the Bornite
lands being explored under a collaboraƟve long-term agreement with NANA Regional CorporaƟon, Inc. (“NANA”), a regional Alaska NaƟve CorporaƟon, which
hosts the Bornite carbonate-hosted copper project (the “Bornite Project”) and related assets. The Company also conducts early-stage exploraƟon through a
wholly owned subsidiary, 995 ExploraƟon Inc.

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98
Corporate developments
The Company had a 2024 ﬁscal year cash budget totaling $2.8 million.  For the ﬁscal year ended November 30, 2024, we used $2.7 million in operaƟng
acƟviƟes mainly for personnel costs, professional fees, regulatory and oﬃce expenses.
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) consisƟng of the Ambler and Bornite lands.
On October 19, 2011, NANA Regional CorporaƟon, Inc. (“NANA”), an Alaska NaƟve CorporaƟon headquartered in Kotzebue, Alaska, and Trilogy Metals US
entered an ExploraƟon Agreement and OpƟon Agreement (as amended, the “NANA Agreement”) for the cooperaƟve development of NANA’s respecƟve
resource interests in the Ambler Mining District of Northwest Alaska. Upon the formaƟon of Ambler Metals, the Company assigned its rights and obligaƟons
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 exploraƟon and any future development of this high-grade and prospecƟve poly-metallic belt.
The NANA Agreement establishes a framework for any future development of either the Bornite Project or the ArcƟc 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 ArcƟc 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 aŌer we have recovered certain historical costs, including capital and cost of capital. Should NANA elect to purchase
an ownership interest in the mine, consideraƟon will be payable based on the elected percentage purchased and all the costs incurred on the properƟes less
$40.0 million, not to be less than zero. The parƟes would form a joint venture and be responsible for all future costs incurred in connecƟon 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 execuƟon of a mining lease or a surface use agreement, the amount
of which is determined by the parƟcular area of land from which producƟon originates.
ArcƟc Project
The Ambler lands, which host a number of deposits, including the high-grade copper-zinc-lead-gold-silver ArcƟc 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 ArcƟc deposit and State of Alaska mining claims which we are acƟvely exploring, within
which VMS mineralizaƟon has been found.
Prior to the formaƟon of the Joint Venture on February 11, 2020, we had recorded the Ambler lands as a mineral property with acquisiƟon costs capitalized
and exploraƟon costs expensed in accordance with our accounƟng policies.
Bornite Project
On October 19, 2011, Trilogy Metals US and NANA signed a collaboraƟve agreement to explore and develop the Ambler Mining District. Under the ExploraƟon
Agreement and OpƟon 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 NaƟve Claims SeƩlement Act (“ANCSA”), located
adjacent to the ArcƟc Project, and the non-exclusive right to access and entry onto NANA’s lands. The amounts paid to NANA were recorded as acquisiƟon
costs for the Bornite Project.

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Prior to the formaƟon of the Joint Venture on February 11, 2020, we had accounted for the Bornite property as a mineral property with acquisiƟon costs
capitalized and exploraƟon costs expensed in accordance with our accounƟng policies.
Ambler Metals
On February 11, 2020, pursuant to a contribuƟon agreement among Trilogy and South32, Trilogy contributed all its assets associated with the UKMP, including
the ArcƟc 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 enƟty, or VIE, because it is expected to need addiƟonal funding from its owners for its signiﬁcant
acƟviƟes. However, we concluded that we are not the primary beneﬁciary of Ambler Metals as the power to direct its acƟviƟes, through its board, is shared
under the limited liability company agreement. As we have signiﬁcant inﬂuence over Ambler Metals through our representaƟon on its board, we use the
equity method of accounƟng for our investment in Ambler Metals. Our maximum exposure to loss in this enƟty is limited to the carrying amount of our
investment in Ambler Metals, which, as of November 30, 2024, totaled $107.5 million.
The board of Ambler Metals approved a 2024 ﬁscal year budget totaling $5.5 million to support external and community aﬀairs, to maintain the State of
Alaska mineral claims in good standing, and for the maintenance of physical assets.  During the ﬁscal year ended November 30, 2024, Ambler Metals
expended $4.6 million on salaries and wages, professional fees, engineering, project support costs and mineral property expenses, excluding the Ambler
Access Project (the “AAP”) costs.
The board of Ambler Metals also approved a 2024 ﬁscal year budget totaling $2.5 million to support the AAP.  During the ﬁscal year ended November 30,
2024, Ambler Metals funded $1.7 million to the Alaska Industrial Development and Export Authority (“AIDEA”) in support of the AAP.
During the second and third quarter of 2024, Trilogy and South32 agreed to return excess cash held by Ambler Metals to the owners for ease of cash
management.  Ambler Metals returned $50 million to the owners, of which Trilogy received a total of $25 million in the months of May and June.
Ambler Mining District Industrial Access Project (“AMDIAP” or “Ambler Access Project”)
On April 22, 2024, the Company announced that the United States Bureau of Land Management (“BLM”) had ﬁled the ﬁnal Supplemental Environmental
Impact Statement (“SEIS”) for the AAP on its website.  The ﬁnal SEIS idenƟﬁes “No AcƟon” as the BLM’s preferred alternaƟve.  The proponent for the AAP is
AIDEA which is a public corporaƟon of the State of Alaska.  AIDEA’s purpose is to promote, develop, and advance general prosperity and economic welfare of
the people of Alaska.  AIDEA strongly objected to both the process used by the BLM to reach a “No Build” decision and the eﬀect of the decision which AIDEA
believes illegally blocks access to statehood lands, minerals, and federally patented mining claims.  On May 8, 2024, NANA announced its withdrawal from
further involvement with the AAP and stated its intenƟons to not renew the surface access permit with AIDEA upon the permit’s expiry during the year.
On June 28, 2024, the BLM issued the Record of Decision conﬁrming their selecƟon of the No AcƟon alternaƟve and thus denied AIDEA’s applicaƟon for a
right-of-way grant (“ROW Grant”) across BLM-managed lands which terminated the BLM ROW Grant issued to AIDEA on January 5, 2021.
On January 20, 2025, President Trump signed the execuƟve order “Unleashing Alaska’s Extraordinary Resource PotenƟal,” which included a direcƟon to various
federal agencies to take steps to (i) “place a temporary moratorium on all acƟviƟes and privileges granted pursuant” to the record of decision issued on June
28, 2024 “in order to review such record of decision in light of alleged legal deﬁciencies and for consideraƟon of relevant public interests and,

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100
environmental impacts . . . and, as appropriate, conduct a new, comprehensive analysis of such deﬁciencies, interests, and environmental impacts;” and (ii)
“reinstate the record of decision signed on July 23, 2020, by the Bureau of Land Management and United States Army Corps of Engineers enƟtled ‘Ambler
Road Environmental Impact Statement Joint Record of Decision.’” The July 2020 record of decision approved the development of the northern or “AlternaƟve
A” route of the proposed 211-mile-long gravel private access road in the southern Brooks Range foothills to provide industrial access to the Ambler Mining
District. Trilogy is monitoring the impact of the execuƟve order.
Outlook
The Company has approved a budget for Ambler Metals for ﬁscal 2025 in the amount of $5.8 million (2024 - $5.5 million).  Ambler Metals had $7.5 million of
cash as at the ﬁscal year end on November 30, 2024. The main focus of 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 2025 cash budget for corporate, head oﬃce, acƟviƟes of approximately $3.1 million (2024 - $2.8 million). The corporate budget
consists of personnel and related costs of $0.7 million (2024 - $0.7 million), professional fees of $1.1 million (2024 - $0.6 million), investor relaƟons and
markeƟng costs of $0.2 million ( 2024 - $0.1 million), oﬃce related costs of $0.2 million (2024 - $0.4 million), insurance costs of $0.5 million (2024 - $0.6
million), regulatory costs of $0.3 million (2024 - $0.3 million) and exploraƟon acƟviƟes of $0.1 million (2024 - $0.1 million).   Trilogy had $25.8 million of cash at
the ﬁscal year end on November 30, 2024. The Company has suﬃcient cash on hand to fund the approved ﬁscal 2025 budget.
Summary of results
in thousands of dollars, except per share amount
Year ended
Year ended
Year ended
November 30, 
November 30, 
November 30, 
2024
2023
2022
    
$    
$    
$  
ExploraƟon expenses
 36
 43
 47  
General and administraƟve
 1,218
 1,328
 1,287
Investor relaƟons
 72
 130
 183
Professional fees
 923
 1,073
 998
Salaries
 
 927
 
 753
 
 984
Salaries and directors' expense – stock-based compensaƟon
 
 3,520
 
 3,887
 
 3,427
Share of loss on equity investment
 2,636
 7,844
 17,360
Comprehensive loss for the year
 (8,587)
 (14,951)
 (24,257)
Basic and diluted loss per common share
 (0.05)
 (0.10)
 (0.17)
For the year ended November 30, 2024, we reported a net loss of $8.6 million (or $0.05 basic and diluted loss per common share) compared to a net loss of
$15.0 million (or $0.10 basic and diluted loss per common share) in ﬁscal 2023. The $6.4 million decrease in comprehensive loss in the current year, when
compared to ﬁscal 2023, is due to the decrease in our share of losses of Ambler Metals of $5.2 million, overall decrease of $0.5 million in general and
administraƟve expenses, professional fee and salaries and directors expense – stock-based compensaƟon and parƟally oﬀset by the increase in interest
income of $0.6 million. The decrease in our share of losses of Ambler Metals of $5.2 million is mainly due to the decrease in corporate wages due to a
reducƟon in staﬃng and a reducƟon in mineral property expenses due to a reducƟon in project acƟviƟes which was parƟally oﬀset by the increase in
professional fees related to part-Ɵme contractors engaged to assist with management of Ambler Metals, along with consultants engaged in government and
external aﬀairs.

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101
Fourth quarter results
For the fourth quarter of 2024, there was a $1.4 million reducƟon in expenses compared to the fourth quarter of 2023.  When comparing the fourth quarter of
2024 with the fourth quarter of 2023, professional fees increased by $0.2 million due to addiƟonal costs related to our Bornite preliminary economic
assessment reports in the fourth quarter of 2024. The decrease in our share of losses of Ambler Metals of $1.2 million is mainly due to the decrease in mineral
property expenses over the comparaƟve quarter in the prior year were from a reducƟon in acƟviƟes both at the project  level and at the AAP.
Selected ﬁnancial data
Annual informaƟon
The following annual informaƟon is prepared in accordance with U.S. GAAP.
    
in thousands of dollars
Year ended
Year ended
November 30, 
November 30, 
2024
2023
$    
$  
Interest income
 685
 120
Expenses
 6,699
 7,227
Comprehensive loss for the year
 (8,587)
 (14,951)
Total assets
  
 133,697
 
 138,020
Total liabiliƟes
  
 903
 
 465
Quarterly informaƟon
in thousands of dollars,
except per share amounts
Q4 2024
Q3 2024
Q2 2024
Q1 2024
Q4 2023
Q3 2023
Q2 2023
Q1 2023
11/30/24
08/31/24
05/31/24
02/29/24
11/30/23
08/31/23
05/31/23
02/28/23
  
$    
$    
$    
$    
$    
$    
$    
$  
Interest and other income
 485
 152
 46
 2
 37
 37
 27
 19
ExploraƟon expense
 
 8
 28
 —
 —
 
 20
 
 22
 
 —
 
 1
OperaƟng expenses
 1,520
 1,141
 1,218
 2,820
 1,215
 1,179
 1,227
 3,606
Share of loss on equity investment
 617
 624
 602
 793
 1,846
 2,910
 1,603
 1,485
Loss for the period
 
 (1,636)
 (1,591)
 (1,759)
 (3,601)  
 (3,024)  
 (4,052)  
 (2,803)  
 (5,072)
Loss per common share – basic and
diluted
 
 (0.01)
 (0.01)
 (0.01)
 (0.02)  
 (0.02)  
 (0.03)  
 (0.02)  
 (0.03) 
Factors that can cause ﬂuctuaƟons in our quarterly results include the length of the exploraƟon ﬁeld season at the properƟes, the type of program conducted,
and stock-based compensaƟon expense. Subsequent to the formaƟon of the Joint Venture, project related costs may cause ﬂuctuaƟons in our quarterly results
through our 50% share of the Joint Venture’s net operaƟng loss.
For the fourth quarter of 2024, we reported a comprehensive loss of $1.6 million, which consisted of $1.5 million in operaƟng expenses and $0.6 million for
Trilogy's 50% share of Ambler Metals’ operaƟng loss, parƟally oﬀset with interest earned of $0.5 million. OperaƟng expenses for the fourth quarter of 2024
consisted of corporate salaries, professional fees, general and administraƟve expenses, director expenses and stock-based compensaƟon.
For the third quarter of 2024, we reported a net loss of $1.6 million compared to a net loss of $4.1 million for the third quarter of 2023. The decrease in
comprehensive loss in the third quarter of 2024 compared to the same quarter in 2023

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102
is primarily due to the decrease in our share of loss of Ambler Metals. The decrease of our share of losses of Ambler Metals is mainly due to the decrease in
corporate wages and in mineral property expenses parƟally oﬀset from the increase in professional fees.  The primary drivers in decrease in mineral property
expenses over the comparaƟve quarter in the prior year were from a reducƟon in acƟviƟes both at the project  level and at the AAP.
For the second quarter of 2024, we reported a net loss of $1.8 million compared to a net loss of $2.8 million for the second quarter of 2023. The decrease in
comprehensive loss in the second quarter of 2024 compared to the same quarter in 2023 is due to the decrease in general and administraƟve, professional
fees, our share of loss of Ambler Metals, and stock-based compensaƟon and salaries. The decrease of our share of losses of Ambler Metals is mainly due to
the decrease in corporate wages and in mineral property expenses parƟally oﬀset from the increase in professional fees.  The primary drivers in decrease in
mineral property expenses over the comparaƟve quarter in the prior year were from a reducƟon in acƟviƟes both at the project level and at the AAP.
For the ﬁrst quarter of 2024, we reported a net loss of $3.6 million compared to a net loss of $5.1 million for the ﬁrst quarter of 2023. The decrease in
comprehensive loss in the ﬁrst quarter of 2024 compared to the same quarter in 2023 is due to the decrease in our share of loss of Ambler Metals, and stock-
based compensaƟon and salaries. The decrease of our share of losses of Ambler Metals is mainly due to the decrease corporate wages and in mineral property
expenses.  The primary drivers in decrease in mineral property expenses over the comparaƟve quarter in the prior year were from the decrease in project
support costs and cost at the AAP.
Liquidity and capital resources
We expended $1.8 million on operaƟng acƟviƟes during the 2024 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 securiƟes commissions.
At November 30, 2024, we had $25.8 million in cash and working capital (current assets less current liabiliƟes) of $25.3 million. During the ﬁscal year of 2024,
Trilogy received a total of $25.0 million from Ambler Metals as a return of excess cash to the owners. There is suﬃcient cash on hand to fund the approved
ﬁscal 2025 budget of $3.1 million.
All project related costs are funded by the Joint Venture.  Ambler Metals had cash and working capital of $7.5 million as at November 30, 2024. There are
suﬃcient funds at the Joint Venture to fund an operaƟng budget of $5.8 million for ﬁscal 2025.
Oﬀ-balance sheet arrangements
We have no material oﬀ-balance sheet arrangements.
Outstanding share data
At February 13, 2025, we had 163,941,185 common shares issued and outstanding. At February 13, 2025, we had 14,218,567 stock opƟons outstanding with a
weighted-average exercise price of CDN$1.63 and 3,386,356 Deferred Share Units (“DSUs”) and 1,798,338 Restricted Share Units (“RSUs”) outstanding. At
February 13, 2025 we had 5,144 NovaGold Resources Inc. (“NovaGold”) DSUs for which the NovaGold director is enƟtled to receive one common share of
Trilogy for every six NovaGold shares to be received upon their reƟrement from the NovaGold board. A total of 859 common shares will be issued upon
redempƟon of the NovaGold DSUs. For addiƟonal informaƟon on NovaGold DSUs, please refer to note 6 in our November 30, 2024 audited consolidated
ﬁnancial statements. Upon the exercise of all the forgoing converƟble securiƟes, the Company would be required to issue an aggregate of 19,404,120 common
shares.
Financial instruments
Our ﬁnancial instruments consist of cash, accounts receivable, deposits, accounts payable and accrued liabiliƟes. The fair value of the ﬁnancial instruments
approximates their carrying value due to the short-term nature of their maturity. Our

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103
ﬁnancial instruments iniƟally measured at fair value and then held at amorƟzed cost include cash, accounts receivable, deposits, and accounts payable and
accrued liabiliƟes.
(a)  Currency risk
Currency risk is the risk of a ﬂuctuaƟon in ﬁnancial asset and liability seƩlement 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, 2024 is limited to Canadian dollar balances consisƟng of cash of
CDN$116,000, accounts receivable of CDN$23,000 and certain trade payables and accrued personnel costs CDN$548,000. 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 $29,000.
(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 obligaƟons. The Company holds
cash with Canadian chartered ﬁnancial insƟtuƟons. 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, 2024 is uninsured. The Company does not consider any of its ﬁnancial assets
to be impaired as of November 30, 2024.
(c)  Liquidity risk
Liquidity risk is the risk that we will encounter diﬃculƟes raising funds to meet our ﬁnancial obligaƟons as they fall due. We are in the exploraƟon stage and do
not have cash inﬂows from operaƟons; 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, converƟble 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, 2024, a 1% change in interest rates
would result a change of approximately $250,000 over a one-year period, assuming all other variables remain constant.
As we are currently in the exploraƟon 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 volaƟlity.
New accounƟng pronouncements
Updates to Reportable Segment Disclosures
In November 2023, the Financial AccounƟng Standards Board (“FASB”) issued AccounƟng Standards Update (“ASU”) 2023-07 “Segment ReporƟng (Topic 280):
Improvements to Reportable Segment Disclosures”. AUS 2023-7 expands public enƟƟes’ segment disclosures by requiring disclosure of signiﬁcant segment
expenses that are regularly provided to the chief operaƟng decision maker and included within each reported measure of segment proﬁt or loss and interim
disclosures of a reportable segment’s proﬁt or loss and assets.  The standard is eﬀecƟve for the Company’s Annual Report on Form 10-K for the ﬁscal year
ended November 30, 2025, and subsequent interim periods, with early adopƟon permiƩed. The Company will be evaluaƟng the impact of the guidance on the
consolidated ﬁnancial statements or disclosures.

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104
Updates to Income Tax Disclosure
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the
transparency and decision usefulness of income tax disclosures through changes to the rate reconciliaƟon and income taxes paid informaƟon. The standard is
eﬀecƟve beginning with the Company’s Annual Report on Form 10-K for the ﬁscal year ended November 30, 2026, and subsequent interim periods, with early
adopƟon permiƩed. The Company will be evaluaƟng the impact of the guidance on the consolidated ﬁnancial statements.
CriƟcal accounƟng esƟmates
The most criƟcal accounƟng esƟmates upon which our ﬁnancial status depends are those requiring esƟmates of the recoverability of our equity method
investment in Ambler Metals LLC, income taxes and valuaƟon of stock-based compensaƟon.
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.  Ambler Metals is a non-publicly traded equity investment owning exploraƟon
and development projects. Signiﬁcant judgments are made in assessing the possibility of impairment. The Company assesses whether there has been a
potenƟal triggering event for other-than-temporary impairment by assessing the underlying assets of Ambler Metals for recoverability and assessing whether
there has been a change in the development plan or strategy for the projects.  If the Company concludes there is suﬃcient evidence for an other-than
temporary impairment, an assessment of fair value is performed. If the underlying assets are not recoverable, the Company will record an impairment charge
equal to the diﬀerence between the carrying amount of the equity investment and its fair value.  
Income taxes
We must make esƟmates and judgments in determining the provision for income tax expense, deferred tax assets and liabiliƟes, and liabiliƟes for
unrecognized tax beneﬁts including interest and penalƟes. We are subject to income tax law in the United States and Canada. The evaluaƟon of tax liabiliƟes
involving uncertainƟes in the applicaƟon of complex tax regulaƟon is based on factors such as changes in facts or circumstances, changes in tax law, new audit
acƟvity, and eﬀecƟvely seƩled issues. The evaluaƟon of an uncertain tax posiƟon requires signiﬁcant judgment, and a change in such judgement would result
in an addiƟonal charge to the income tax expense and liability.
Stock-based compensaƟon
CompensaƟon expense for opƟons granted to employees, directors and certain service providers is determined based on esƟmated fair values of the opƟons
at the Ɵme of grant using the Black-Scholes opƟon pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected
volaƟlity, expected life, expected forfeiture rate, expected dividend yield and the risk-free interest rate over the expected life of the opƟon. The use of the
Black-Scholes opƟon pricing model requires input esƟmaƟon of the expected life of the opƟon, volaƟlity, and forfeiture rate which can have a signiﬁcant
impact on the valuaƟon model, and resulƟng expense recorded.
Disclosure controls and procedures
Disclosure controls and procedures are designed to ensure that informaƟon required to be disclosed in reports ﬁled or submiƩed by the Company under U.S.
and Canadian securiƟes legislaƟon is recorded, processed, summarized and reported within the Ɵme periods speciﬁed in those rules, including providing
reasonable assurance that material informaƟon is gathered and reported to senior management, including the Chief ExecuƟve Oﬃcer (“CEO”) and Chief
Financial Oﬃcer (“CFO”), as appropriate, to permit Ɵmely decisions regarding public disclosure. Management, including the CEO and CFO, has evaluated the
eﬀecƟveness of the design and operaƟon 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 SecuriƟes

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105
Administrators, as at November 30, 2024. Based on this evaluaƟon, the CEO and CFO have concluded that the Company’s disclosure controls and procedures
were eﬀecƟve as at November 30, 2024.
Internal control over ﬁnancial reporƟng
Management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporƟng as deﬁned in Rule 13a-15(f) and 15d-15(f) of
the U.S. Exchange Act and NaƟonal Instrument 52-109 CerƟﬁcaƟon of Disclosure in Issuer’s Annual and Interim ﬁlings. Any system of internal control over
ﬁnancial reporƟng, no maƩer how well designed, has inherent limitaƟons. Therefore, even those systems determined to be eﬀecƟve can provide only
reasonable assurance with respect to ﬁnancial statement preparaƟon and presentaƟon. Management has used the CommiƩee of Sponsoring OrganizaƟons of
the Treadway Commission in Internal Control – Integrated Framework (2013) to evaluate the eﬀecƟveness of the Company’s internal control over ﬁnancial
reporƟng. Based on this assessment, management has concluded that as at November 30, 2024, the Company’s internal control over ﬁnancial reporƟng was
eﬀecƟve.
Risk factors
Trilogy and its future business, operaƟons and ﬁnancial condiƟon are subject to various risks and uncertainƟes due to the nature of its business and the
present stage of exploraƟon of its mineral properƟes. Certain of these risks and uncertainƟes are under the heading “Risk Factors” under Trilogy’s Form 10-K
dated February 14, 2025 available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com.
AddiƟonal informaƟon
AddiƟonal informaƟon 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.
CauƟonary notes
Forward-looking statements
This Management’s Discussion and Analysis contains “forward-looking informaƟon” and “forward-looking statements” within the meaning of SecƟon 27A of
the U.S. SecuriƟes Act of 1933, as amended, SecƟon 21E of the U.S. SecuriƟes Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable
securiƟes laws. These forward-looking statements may include statements regarding the Company’s work programs and budgets; perceived merit of
properƟes, exploraƟon results and budgets, the Company and Ambler Metals’ funding requirements, mineral reserves and resource esƟmates, work programs,
capital expenditures, operaƟng costs, cash ﬂow esƟmates, producƟon esƟmates and similar statements relaƟng to the economic viability of a project,
Ɵmelines, strategic plans, statements regarding Ambler Metals’ plans and expectaƟons relaƟng to its Upper Kobuk Mineral Projects, suﬃciency of the Ambler
Metals’ cash to fund the UKMP; market prices for precious and base metals; statements regarding the Ambler Road Project; or other statements that are not
statements of fact. These statements relate to analyses and other informaƟon that are based on forecasts of future results, esƟmates of amounts not yet
determinable and assumpƟons of management. Statements concerning mineral resource esƟmates may also be deemed to consƟtute “forward-looking
statements” to the extent that they involve esƟmates of the mineralizaƟon that will be encountered if the property is developed.
Any statements that express or involve discussions with respect to predicƟons, expectaƟons, beliefs, plans, projecƟons, objecƟves, assumpƟons or future events
or performance (oŌen, but not always, idenƟﬁed by words or phrases such as “expects”, “is expected”, “anƟcipates”, “believes”, “plans”, “projects”, “esƟmates”,
“assumes”, “intends”, “strategy”, “goals”, “objecƟves”, “potenƟal”, “possible” or variaƟons thereof or staƟng that certain acƟons, events, condiƟons or results
“may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negaƟve of any of these terms and similar expressions) are not
statements of historical fact and may be forward-looking statements.

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106
Forward-looking statements are based on the beliefs, expectaƟons and opinions of management on the date the statements are made, as well as on a number
of material assumpƟons, which could prove to be signiﬁcantly incorrect, including about:
●
our ability to achieve producƟon at the Upper Kobuk Mineral Projects;
●
the accuracy of our mineral resource and reserve esƟmates;
●
the results, costs and Ɵming of future exploraƟon drilling and engineering;
●
Ɵming and receipt of approvals, consents and permits under applicable legislaƟon;
●
the adequacy of our ﬁnancial resources;
●
the receipt of third party contractual, regulatory and governmental approvals for the exploraƟon, development, construcƟon and producƟon of our
properƟes and any liƟgaƟon or challenges to such approvals;
●
our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;
●
conƟnued good relaƟonships with South32, our joint venture partner, as well as local communiƟes and other stakeholders;
●
there being no signiﬁcant disrupƟons aﬀecƟng operaƟons, whether relaƟng to labor, supply, power damage to equipment or other maƩer;
●
expected trends and speciﬁc assumpƟons regarding metal prices and currency exchange rates; 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 aƩempted to idenƟfy important factors
that could cause actual acƟons, events or results to diﬀer materially from those described in forward-looking statements, there may be other factors that cause
acƟons, events or results not to be as anƟcipated, esƟmated or intended. We believe that the assumpƟons 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, uncertainƟes and other factors that could cause actual events or results to
diﬀer from those reﬂected in the forward-looking statements, including, without limitaƟon:
●
risks related to inability to deﬁne proven and probable reserves;
●
risks related to our ability to ﬁnance the development of our mineral properƟes through external ﬁnancing, strategic alliances, the sale of property
interests or otherwise;
●
uncertainty as to whether there will ever be producƟon at the Company’s mineral exploraƟon and development properƟes;
●
risks related to our ability to commence producƟon and generate material revenues or obtain adequate ﬁnancing for our planned exploraƟon and
development acƟviƟes;
●
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 exploraƟon acƟviƟes at our mineral properƟes;
●
risks related to our dependence on a third party for the development of our projects;

Table of Contents
107
●
none of the Company’s mineral properƟes are in producƟon or are under development;
●
commodity price ﬂuctuaƟons;
●
uncertainty related to Ɵtle to our mineral properƟes;
●
our history of losses and expectaƟon of future losses;
●
risks related to increases in demand for equipment, skilled labor and services needed for exploraƟon and
development of mineral properƟes, and related cost increases;
●
uncertainƟes relaƟng to the assumpƟons underlying our resource esƟmates, such as metal pricing, metallurgy, mineability, marketability and
operaƟng 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 unanƟcipated
diﬃculƟes with or interrupƟons in development, construcƟon or producƟon;
●
risks and uncertainƟes relaƟng to the interpretaƟon of drill results, the geology, grade and conƟnuity of our mineral deposits;
●
risks related to governmental regulaƟon and permits, including environmental regulaƟon, 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 properƟes will not be available on a Ɵmely
basis or at all;
●
risks related to the need for reclamaƟon acƟviƟes on our properƟes and uncertainty of cost esƟmates related thereto;
●
risks related to the acquisiƟon and integraƟon of operaƟons or projects;
●
our need to aƩract and retain qualiﬁed management and technical personnel;
●
risks related to conﬂicts of interests of some of our directors and oﬃcers;
●
risks related to potenƟal future liƟgaƟon;
●
risks related to market events and general economic condiƟons;
●
risks related to future sales or issuances of equity securiƟes decreasing the value of exisƟng Trilogy common
shares, diluƟng voƟng power and reducing future earnings per share;
●
risks related to the voƟng power of our major shareholders and the impact that a sale by such shareholders may have on our share price;
●
uncertainty as to the volaƟlity in the price of the Company’s common shares;
●
the Company’s expectaƟon 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 organizaƟons;
●
uncertainty as to our ability to maintain the adequacy of internal control over ﬁnancial reporƟng as per the requirements of SecƟon 404 of the
Sarbanes-Oxley Act; and

Table of Contents
108
●
increased regulatory compliance costs, associated with rules and regulaƟons promulgated by the United States SecuriƟes and Exchange Commission,
Canadian SecuriƟes Administrators, the NYSE American, the Toronto Stock Exchange, and the Financial AccounƟng Standards Boards, and more
speciﬁcally, our eﬀorts to comply with the Dodd-Frank Wall Street Reform and Consumer ProtecƟon Act.
This list is not exhausƟve 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 condiƟons may diﬀer materially from those
reﬂected in the forward-looking statements due to a variety of risks, uncertainƟes and other factors, including, without limitaƟon, those referred to in Trilogy’s
Form 10-K dated February 14, 2025, ﬁled with the Canadian securiƟes regulatory authoriƟes and the SEC, and other informaƟon released by Trilogy and ﬁled
with the appropriate regulatory agencies.
The Company’s forward-looking statements are based on the beliefs, expectaƟons and opinions of management on the date the statements are made, and the
Company does not assume any obligaƟon to update forward-looking statements if circumstances or management’s beliefs, expectaƟons 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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109
Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Supplementary Data
For the required supplementary data, please see the secƟon heading “Item 7. Management’s Discussion and Analysis of Financial CondiƟon and Results of
OperaƟons” above.
Management’s Report on Internal Control over Financial ReporƟng
The management of Trilogy Metals Inc. is responsible for establishing and maintaining adequate internal control over ﬁnancial reporƟng under Rule 13a-
15(f) and 15d-15(f) of the U.S. Exchange Act. The SecuriƟes Exchange Act of 1934 deﬁnes this as a process designed by, or under the supervision of, the
Company’s principal execuƟve 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 reporƟng and the preparaƟon of ﬁnancial statements for external purposes in accordance with
generally accepted accounƟng 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 transacƟons and disposiƟons of the assets of the
Company;
●
provide reasonable assurance that transacƟons are recorded as necessary to permit preparaƟon of ﬁnancial statements in accordance with generally
accepted accounƟng principles in the United States of America, and that receipts and expenditures of the Company are being made only in
accordance with authorizaƟons of management and directors of the Company; and
●
provide reasonable assurance regarding prevenƟon or Ɵmely detecƟon of unauthorized acquisiƟon, use or disposiƟon of the Company’s assets that
may have a material eﬀect on the consolidated ﬁnancial statements.
Because of its inherent limitaƟons, internal control over ﬁnancial reporƟng may not prevent or detect misstatements. ProjecƟons of any evaluaƟon of
eﬀecƟveness to future periods are subject to risk that controls may become inadequate because of changes in condiƟons, or that the degree of compliance
with the policies or procedures may deteriorate.
Management assessed the eﬀecƟveness of the Company’s internal control over ﬁnancial reporƟng as of November 30, 2024. In making this assessment, the
Company’s management used the criteria set forth by the CommiƩee of Sponsoring OrganizaƟons 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 reporƟng is eﬀecƟve as of
November 30, 2024.
/s/ Tony Giardini
    /s/ Elaine Sanders
 
  
Tony Giardini
 
Elaine Sanders
President, Chief ExecuƟve Oﬃcer & Director
 
Vice President & Chief Financial Oﬃcer
 
  
February 13, 2025
 
 

Table of Contents
110
Report of Independent Registered Public AccounƟng Firm
To the Board of Directors and Shareholders of Trilogy Metals Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Trilogy Metals Inc. and its subsidiaries (the Company) as of November 30, 2024 and 2023,
and the related consolidated statements of loss and comprehensive loss, of changes in shareholders’ equity and of cash ﬂows for each of the three years in the
period ended November 30, 2024, including the related notes (collecƟvely referred to as the consolidated ﬁnancial statements). In our opinion, the
consolidated ﬁnancial statements present fairly, in all material respects, the ﬁnancial posiƟon of the Company as of November 30, 2024 and 2023, and the
results of its operaƟons and its cash ﬂows for each of the three years in the period ended November 30, 2024 in conformity with accounƟng principles
generally accepted in the United States of America.
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 accounƟng ﬁrm registered with the Public Company AccounƟng Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securiƟes laws and the
applicable rules and regulaƟons of the SecuriƟes 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 audits 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 reporƟng. As part of our
audits we are required to obtain an understanding of internal control over ﬁnancial reporƟng but not for the purpose of expressing an opinion on the
eﬀecƟveness of the Company’s internal control over ﬁnancial reporƟng. 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 evaluaƟng the accounƟng principles used and signiﬁcant esƟmates made by
management, as well as evaluaƟng the overall presentaƟon of the consolidated ﬁnancial statements. We believe that our audits provide a reasonable basis for
our opinion.
CriƟcal Audit MaƩers
The criƟcal audit maƩer communicated below is a maƩer arising from the current period audit of the consolidated ﬁnancial statements that was
communicated or required to be communicated to the audit commiƩee and that (i) relates to accounts or disclosures that are material to the consolidated
ﬁnancial statements and (ii) involved our especially challenging, subjecƟve, or complex judgments. The communicaƟon of criƟcal audit maƩers does not alter
in any way our opinion on the consolidated ﬁnancial statements, taken as a whole, and we are not, by communicaƟng the criƟcal audit maƩer below,
providing a separate opinion on the criƟcal audit maƩer or on the accounts or disclosures to which it relates.
Recoverability 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 accounƟng. As of November 30, 2024, the carrying value of the Company’s investment in Ambler was $107.5 million. Management
assesses whether there has been an other than temporary decrease in the fair value of their investment in Ambler whenever changes in facts and
circumstances indicate there might be, including assessing the underlying mineral properƟes of Ambler. During the year ended November 30,

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111
2024, management idenƟﬁed facts and circumstances due to adverse changes in the regulatory environment impacƟng the investee, and therefore, tested the
carrying value of the investment in Ambler for recoverability by assessing the underlying mineral properƟes of Ambler. Management esƟmated a range of fair
values for the investment in Ambler using a combinaƟon of valuaƟon techniques, including the valuaƟon of cohort companies with similar projects and in situ
mulƟples observed in market transacƟons for comparable mineral properƟes that take into account, among other things, mineral reserve and resource
esƟmates. Management applies signiﬁcant judgment in esƟmaƟng the fair value of the investment in Ambler. The mineral reserve and resource esƟmates are
based on informaƟon prepared by qualiﬁed persons (management’s specialists). No impairment was recorded as a result of the impairment test.
The principal consideraƟons for our determinaƟon that performing procedures relaƟng to the recoverability of the investment in Ambler is a criƟcal audit
maƩer are: (i) the signiﬁcant judgment by management, including the use of management’s specialists, in determining the fair value of the investment in
Ambler, which in turn led to (ii) a high degree of auditor judgment, subjecƟvity and eﬀort in performing procedures to evaluate audit evidence relaƟng to the
fair value of the investment in Ambler, including assessing the reasonability of the mineral reserve and resource esƟmates developed by management,
developing independent in situ value per pound of copper equivalent for Ambler’s mineral properƟes, and project-speciﬁc characterisƟcs; and (iii) the audit
eﬀort also involved the use of professionals with specialized skill and knowledge.
Addressing the maƩer involved performing procedures and evaluaƟng audit evidence in connecƟon with forming our overall opinion on the consolidated
ﬁnancial statements. These procedures included, among others (i) developing an independent point esƟmate of the fair value of the investment in Ambler
based on an esƟmated in situ value per pound of copper equivalent, and (ii) comparing the independent point esƟmate to management’s esƟmate to evaluate
the reasonableness of management’s esƟmate. Professionals with specialized skill and knowledge were used to assist in the determinaƟon of the in situ value
per pound of copper equivalent of the underlying mineral properƟes of Ambler based on comparable market transacƟons taking into account project-speciﬁc
characterisƟcs. For project-speciﬁc characterisƟcs, we evaluated evidence of acƟons taken and statements made by legislators in support of mineral resource
development in the jurisdicƟon of the underlying mineral properƟes. Professionals with specialized skill and knowledge also assisted in the assessment of the
reasonability of the fair value of the investment in Ambler. The work of management’s specialists was used in performing the procedures to evaluate the
reasonableness of the mineral reserve and resource esƟmates. As a basis for using this work, the specialists’ qualiﬁcaƟons were understood and the
Company’s relaƟonship with the specialists was assessed. The procedures performed also included evaluaƟng the methods and assumpƟons used by the
specialists, tesƟng the data used by the specialists, and evaluaƟng the specialists’ ﬁndings.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 13, 2025
We have served as the Company's auditor since 2012.

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112
Trilogy Metals Inc.
Consolidated Balance Sheets
As at November 30, 2024 and 2023
in thousands of US dollars
November 30, 2024
November 30, 2023
    
$     
$   
Assets
  
  
Current assets
  
  
Cash
25,834
2,590
Accounts receivable
16
33
Deposits and prepaid amounts
195
259
Total current assets
26,045
2,882
Investment in Ambler Metals LLC (note 3)
107,497
135,021
Fixed assets
—
4
Right of use asset (note 5(a))
155
113
Total assets
133,697
138,020
LiabiliƟes
  
  
Current liabiliƟes
  
  
Accounts payable and accrued liabiliƟes (note 4)
756
432
Current porƟon of lease liability
37
33
Total current liabiliƟes
793
465
Long-term porƟon of lease liability  
110
—
Total liabiliƟes
903
465
Shareholders’ equity
  
  
Share capital (note 6) – unlimited common shares authorized, no par value issued –
161,085,313 (2023 – 155,925,990)
190,503
187,886
Contributed surplus
118
118
   Contributed surplus – opƟons (note 6(a))
28,801
28,237
   Contributed surplus – units (note 6(b))
3,772
3,127
Deﬁcit
(90,400)
(81,813)
Total shareholders' equity
132,794
137,555
Total liabiliƟes and shareholders' equity
133,697
138,020
Commitments and conƟngencies (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
 
 

Table of Contents
113
Trilogy Metals Inc.
Consolidated Statements of Loss and Comprehensive Loss
For the Years Ended November 30
in thousands of US dollars, except share and per share amounts
2024
2023
2022
    
$     
$     
$   
Expenses
   
   
AmorƟzaƟon
4
 
8
 
17
ExploraƟon expenses
36
43
47
Foreign exchange (gain) loss
(1)  
5
 
(18)
General and administraƟve
1,218
 
1,328
 
1,287
Investor relaƟons
72
 
130
 
183
Professional fees
923
 
1,073
 
998
Salaries
927
 
753
 
984
Salaries and directors expense – stock-based compensaƟon
3,520
 
3,887
 
3,427
Total expenses
6,699
 
7,227
 
6,925
Other items
   
   
  
Gain on disposiƟon of mineral property
—
 
—
 
(84)
Interest and other income
(685)  
(120)  
(34)
Services agreement income
(63)  
—
 
—
Share of loss on equity investment (note 3(b))
2,636
7,844
17,360
Write oﬀ mineral properƟes
—
—
90
Loss and comprehensive loss for the year
(8,587)  
(14,951)  
(24,257)
Basic loss per common share
(0.05)
(0.10)
(0.17)
Diluted loss per common share
(0.05)
(0.10)
(0.17)
Basic weighted average number of common shares outstanding
159,829,344
152,647,254
145,721,736
Diluted weighted average number of common shares outstanding
159,829,344
152,647,254
145,721,736
(See accompanying notes to the consolidated ﬁnancial statements)

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114
Trilogy Metals Inc.
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended November 30
in thousands of US dollars, except share amounts
    
Contributed
Contributed
    
Total  
Contributed
surplus –
surplus –
shareholders’  
Number of shares
Share capital
surplus
opƟons
units
Deﬁcit
equity
    
outstanding     
$     
$     
$     
$     
$     
$    
Balance – 2021
 
145,009,811
180,820
 
122
 
25,990
 
1,712
 
(42,605)
166,039
Exercise of opƟons
 
81,674
76
—
(22)
—
—
54
Exercise of warrants
 
—
—
—
—
Restricted share units
 
992,081
1,117
—
—
(1,117)
—
—
Deferred share units
 
—
—
—
—
Joint venture contribuƟon
31,469
51
—
—
51
Services seƩled by common shares
110,000
114
—
—
114
Stock-based compensaƟon
 
—
—
—
1,384
2,043
—
3,427
Loss for the year
 
—
—
—
—
—
(24,257)
(24,257)
Balance – 2022
 
146,225,035
182,178
 
122
 
27,352
 
2,638
 
(66,862)
145,428
Private Placement, net of share issue cost
5,854,545
3,115
—
—
—
—
3,115
Restricted share units
3,091,614
1,911
—
—
(1,911)
—
—
Deferred share units
415,056
468
—
—
(468)
—
—
Joint venture contribuƟon
143,505
111
—
—
—
—
111
Services seƩled by common shares
195,105
99
—
—
—
—
99
NovaGold DSU  conversion
1,130
4
(4)
—
—
—
—
Stock-based compensaƟon
—
—
—
885
2,868
—
3,753
Loss for the year
—
—
—
—
—
(14,951)
(14,951)
Balance – 2023
 
155,925,990
187,886
 
118
 
28,237
 
3,127
 
(81,813)
137,555
Exercise of opƟons
136,666
110
—
(36)
—
—
74
Restricted share units
4,635,695
2,275
—
—
(2,275)
—
—
Joint venture contribuƟon
143,507
112
—
—
—
—
112
Services seƩled by common shares
243,455
120
—
—
—
—
120
Stock-based compensaƟon
—
—
—
600
2,920
—
3,520
Loss for the year
—
—
—
—
—
(8,587)
(8,587)
Balance – 2024
161,085,313
190,503
118
28,801
3,772
(90,400)
132,794
(See accompanying notes to the consolidated ﬁnancial statements)

Table of Contents
115
Trilogy Metals Inc.
Consolidated Statements of Cash Flows
For the Years Ended November 30
in thousands of US dollars
2024
2023
2022
      
$     
$     
$   
Cash ﬂows used in operaƟng acƟviƟes
 
   
  
Loss for the year
(8,587) 
(14,951) 
(24,257)
Adjustments to reconcile net loss to cash ﬂows used in operaƟng acƟviƟes
 
 
  
AmorƟzaƟon
4  
8  
17
Unpaid interest earned
—
(23)
—
ConsulƟng fees seƩled by common shares
120
116
114
Oﬃce lease accounƟng
76
17
(16)
Gain on disposal of mineral property
—
—
(84)
Loss on equity investment in Ambler Metals LLC (note 3(c))
2,636
7,844
17,360
Unrealized foreign exchange (gain) loss
(2) 
5  
(18)
Stock-based compensaƟon
3,520  
3,887  
3,427
Write oﬀ mineral properƟes
—
—
90
Net change in non-cash working capital
 
 
Decrease in accounts receivable
17  
7  
2
Decrease (Increase) in deposits and prepaid amounts
64  
61  
(64)
Increase (Decrease) in accounts payable and accrued liabiliƟes
324  
(64) 
(506)
Total cash ﬂows used in operaƟng acƟviƟes
(1,828) 
(3,093) 
(3,935)
Cash ﬂows from ﬁnancing acƟviƟes
   
   
  
Issuance of common shares, net of share issue cost
—  
3,115  
—
Proceeds from exercise of opƟons
74
—
54
Total cash ﬂows from ﬁnancing acƟviƟes
74
3,115  
54
Cash ﬂows from invesƟng acƟviƟes
   
   
  
Return of capital from Ambler Metals LLC (note 3(b))
25,000  
—  
—
Proceeds from disposiƟon of mineral property
—  
—  
142
Total cash ﬂows from invesƟng acƟviƟes
25,000  
—  
142
Change in cash
23,246  
22  
(3,739)
Eﬀect of exchange rate on cash
(2) 
(5) 
4
Cash – beginning of the year
2,590  
2,573  
6,308
Cash – end of the year
25,834  
2,590  
2,573
(See accompanying notes to the consolidated ﬁnancial statements)

Table of Contents
116
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
1)    Nature of operaƟons
Trilogy Metals Inc. (“Trilogy”, the “Company”, or “we”) was incorporated in BriƟsh Columbia under the Business CorporaƟons Act (BC) on April 27, 2011. The
Company is engaged in the exploraƟon and development of mineral properƟes, through our equity investee (note 3), with a focus on the Upper Kobuk Mineral
Projects (“UKMP”), including the ArcƟc and Bornite Projects located in Northwest Alaska in the United States of America (“US” or “USA”). The Company also
conducts early-stage exploraƟon through a wholly owned subsidiary, 995 ExploraƟon Inc.
2)    Summary of signiﬁcant accounƟng policies
Basis of presentaƟon
These consolidated ﬁnancial statements have been prepared using accounƟng 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 ExploraƟon Inc. All intercompany transacƟons are
eliminated on consolidaƟon. For variable interest enƟƟes (“VIEs”) where Trilogy is not the primary beneﬁciary, we use the equity method of accounƟng.
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 13, 2025.
Cash
Cash consists of bank deposits that are held with a single Canadian Financial InsƟtuƟon.  The majority of cash is uninsured as at November 30, 2024.
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 idenƟﬁed Ambler Metals LLC (“Ambler Metals”) as a VIE as
the enƟty is dependent on funding from its owners. All funding, ownership, voƟng 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.
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 indicaƟve 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, deterioraƟon of market condiƟons inclusive of signiﬁcant changes in the legal, business or regulatory environment,
signiﬁcant adverse changes impacƟng the investee and internal reporƟng indicaƟng the economic performance of an investment is, or will be, worse than
expected.
These factors are subjecƟve and require consideraƟon at each period end. If an indicator of impairment is determined to exist, the fair value of the investment
is determined based on the valuaƟon of cohort companies with similar projects or upon the present value of expected future cash ﬂows using discount rates
and other assumpƟons believed to be

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
117
consistent with those used by principal market parƟcipants or observed market earnings mulƟples of comparable companies.  The fair value of the investment
is compared to it’s carrying value, if there is impairment the investment is wriƩen down to fair value.
Fixed assets
Property and equipment are recorded at cost and amorƟzaƟon begins when the asset is put into service. AmorƟzaƟon is calculated on a straight-line basis
over the respecƟve assets’ esƟmated useful lives. AmorƟzaƟon periods by asset class are:
Computer hardware and soŌware
3 years
Leasehold improvements
lease term
Oﬃce furniture and equipment
5 years
Mineral properƟes and development costs
All direct costs related to the acquisiƟon of mineral property interests are capitalized. Mineral property exploraƟon 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 operaƟons are capitalized. Capitalized costs will be amorƟzed following
commencement of producƟon using the unit of producƟon method over the esƟmated life of proven and probable reserves.
Leases
At the incepƟon 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
liabiliƟes, as applicable. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabiliƟes represent its obligaƟon to
make lease payments arising from the lease. It also considers terminaƟon opƟons and factors those into the determinaƟon of lease payments. OpƟons to
renew a lease are not included in the assessment unless there is reasonable certainty that the Company will renew.
OperaƟng lease liabiliƟes 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 incenƟves received. The interest rate implicit in lease contracts is typically not
readily determinable. As a result, the Company uƟlizes its incremental borrowing rate, which reﬂects the ﬁxed rate at which it could borrow on a collateralized
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 accounƟng for income taxes is used and is based on diﬀerences between the accounƟng and tax basis of assets and liabiliƟes. Deferred
income tax assets and liabiliƟes are recognized for temporary diﬀerences between the tax and accounƟng basis of assets and liabiliƟes 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 realizaƟon is not considered more likely than not, a valuaƟon
allowance is provided.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
118
Uncertainty in income tax posiƟons
The Company recognizes tax beneﬁts from uncertain tax posiƟons only if it is at least more likely than not that the tax posiƟon will be sustained on
examinaƟon by the taxing authoriƟes, based on the technical merits of the posiƟon. Any tax beneﬁts recognized in the ﬁnancial statements from such a
posiƟon are measured based on the largest beneﬁt that has a greater than 50% likelihood of being realized upon seƩlement with the taxing authoriƟes.
Related interest and penalƟes, if any, are recorded as tax expense in the tax provision.
Financial instruments
Loans and receivables are recorded iniƟally at fair value, net of transacƟon costs incurred, and subsequently at amorƟzed cost using the eﬀecƟve interest rate
method. Loans and receivables consist of cash, accounts receivable, and deposits.
Other ﬁnancial liabiliƟes are recorded iniƟally at fair value and subsequently at amorƟzed cost using the eﬀecƟve interest rate method. Other ﬁnancial
liabiliƟes include accounts payable and accrued liabiliƟes.
TranslaƟon of foreign currencies
Monetary assets and liabiliƟes are translated into United States dollars at the exchange rate in eﬀect at the balance sheet date, and non-monetary assets and
liabiliƟes at the exchange rate in eﬀect at the Ɵme of acquisiƟon or issue. Income and expenses are translated at rates approximaƟng the exchange rate in
eﬀect at the Ɵme of transacƟons. Exchange gains or losses arising on translaƟon are included in income or loss for the period.
The funcƟonal currency of the Company and its subsidiaries and the Company’s reporƟng 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 calculaƟon of diluted earnings per share. Under the treasury stock method, the weighted average number of
common shares outstanding used for the calculaƟon of diluted loss per share assumes that the proceeds to be received on the exercise of diluƟve stock
opƟons and in the prior year, warrants are used to repurchase common shares at the average market price during the period.
Stock-based compensaƟon
CompensaƟon expense for opƟons granted to employees, directors and certain service providers is determined based on esƟmated fair values of the opƟons
at the Ɵme of grant using the Black-Scholes opƟon pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected
volaƟlity, expected dividend yield, the risk-free interest rate, and the expected life of the opƟon. The compensaƟon cost is recognized using the graded
aƩribuƟon method over the vesƟng period of the respecƟve opƟons. The expense relaƟng to the fair value of stock opƟons is included in expenses, net of
forfeitures and is credited to contributed surplus. Shares are issued from treasury in seƩlement of opƟons exercised.
CompensaƟon expense for restricted share units (“RSUs”) and deferred share units (“DSUs”) granted to employees and directors, respecƟvely, is determined
based on esƟmated fair values of the units at the Ɵme of grant using quoted market prices or at the Ɵme the units qualify for equity classiﬁcaƟon under ASC
718. The cost is recognized using the graded aƩribuƟon method over the vesƟng period of the respecƟve units. The expense relaƟng to the fair value of the
units is included in expenses, net of forfeitures and is credited to other liabiliƟes or contributed surplus based on the unit’s classiﬁcaƟon. Units may be seƩled
in either i) cash, and/or ii) shares purchased in the open market, and/or iii) shares issued from treasury, at the Company’s elecƟon at the Ɵme of vesƟng.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
119
Use of esƟmates and measurement uncertainƟes
The preparaƟon of ﬁnancial statements in conformity with U.S. GAAP requires management to make esƟmates and assumpƟons of future events that aﬀect
the reported amount of assets and liabiliƟes and disclosure of conƟngent liabiliƟes at the date of the ﬁnancial statements, and the reported amounts of
expenditures during the period. Signiﬁcant esƟmates include the measurement of income taxes, and the valuaƟon of stock-based compensaƟon. Actual results
could diﬀer materially from those reported.
Management assesses the possibility of impairment in the carrying value of its equity method investments in Ambler Metals whenever events or
circumstances indicate that the carrying amount of the investment may not be recoverable.  Ambler Metals is a non-publicly traded equity investment owning
exploraƟon and development projects. Signiﬁcant judgments are made in assessing the possibility of impairment. The Company assesses whether there has
been a potenƟal triggering event for other-than-temporary impairment by assessing the underlying assets of Ambler Metals for recoverability and assessing
whether there has been a change in the development plan or strategy for the projects.  If the Company concludes there is suﬃcient evidence for an other-than
temporary impairment, an assessment of fair value is performed. If the underlying assets are not recoverable, the Company will record an impairment charge
equal to the diﬀerence between the carrying amount of the equity investment and its fair value.
New accounƟng pronouncements
Updates to Reportable Segment Disclosures
In November 2023, the Financial AccounƟng Standards Board (“FASB”) issued AccounƟng Standards Update (“ASU”) 2023-07 “Segment ReporƟng (Topic 280):
Improvements to Reportable Segment Disclosures”.  AUS 2023-7 expands public enƟƟes’ segment disclosures by requiring disclosure of signiﬁcant segment
expenses that are regularly provided to the chief operaƟng decision maker and included within each reported measure of segment proﬁt or loss and interim
disclosures of a reportable segment’s proﬁt or loss and assets.  The standard is eﬀecƟve for the Company’s Annual Report on Form 10-K for the ﬁscal year
ended November 30, 2025, and subsequent interim periods, with early adopƟon permiƩed.  The Company will be evaluaƟng the impact of the guidance on
the consolidated ﬁnancial statements or disclosures.
Updates to Income Tax Disclosure
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the
transparency and decision usefulness of income tax disclosures through changes to the rate reconciliaƟon and income taxes paid informaƟon. The standard is
eﬀecƟve beginning with the Company’s Annual Report on Form 10-K for the ﬁscal year ended November 30, 2026, and subsequent interim periods, with early
adopƟon permiƩed. The Company will be evaluaƟng the impact of the guidance on the consolidated ﬁnancial statements.
3)    Investment in Ambler Metals LLC
(a) FormaƟon of Ambler Metals LLC
On February 11, 2020, the Company completed the formaƟon of the 50/50 Joint Venture named Ambler Metals with South32. As part of the formaƟon of the
Joint Venture, Trilogy contributed all its assets associated with the UKMP, including the ArcƟc and Bornite Projects, while South32 contributed $145 million,
resulƟng in each party’s subsidiaries directly owning a 50% interest in Ambler Metals.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
120
Ambler Metals is a company jointly controlled by Trilogy and South32 through a four-member board, of which two members are 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 addiƟonal funding from its owners for its signiﬁcant acƟviƟes. However, we concluded that we are not the primary beneﬁciary
of Ambler Metals as the power to direct its acƟviƟes, through its board, is shared under the Ambler Metals LLC limited liability company agreement. As we
have signiﬁcant inﬂuence over Ambler Metals through our representaƟon on its board, we use the equity method of accounƟng for our investment in Ambler
Metals. Our maximum exposure to loss in this enƟty is limited to the carrying amount of our investment in Ambler Metals, which, as of November 30, 2024,
totaled $107.5 million (2023 - $135.0 million).
(b) Carrying value of investment in Ambler Metals
Trilogy recognized, based on its 50% ownership interest in Ambler Metals, an equity loss equivalent to its pro rata share of Ambler Metals’ comprehensive loss
of $5.3 million for the year ended November 30, 2024 (2023 - $15.7 million).  During the year ended November 30, 2024, Trilogy made a $112,000 equity
contribuƟon to Ambler Metals through the issuance of 143,507 common shares of the Company as part of the long-term incenƟve compensaƟon for Ambler
Metals execuƟves. Likewise, South32 made an equivalent equity contribuƟon to Ambler Metals for $112,000 in cash for their 50% share. The carrying value of
Trilogy’s 50% investment in Ambler Metals as at November 30, 2024 is summarized on the following table.
    
in thousands of dollars
$ 
November 30, 2022, Investment in Ambler Metals
142,754
Joint venture equity contribuƟon
111
Share of loss on equity investment for the year ending November 30, 2023
(7,844)
November 30, 2023, Investment in Ambler Metals
135,021
Joint venture equity contribuƟon
112
Return of capital
(25,000)
Share of loss on equity investment for the year ending November 30, 2024
(2,636)
November 30, 2024, Investment in Ambler Metals
107,497
During the year, the Company assessed whether there had been a decline in the fair value of its investment in Ambler Metals below its carrying value that was
other than temporary as of a result of the United States Bureau of Land Management’s (“BLM”) preferred “No AcƟon” alternaƟve published in the BLM’s Final
Supplemental Environmental Impact Statement (“SEIS”) for the Ambler Access Project and the BLM’s Record of Decision conﬁrming the no acƟon alternaƟve.
 Accordingly, the Company esƟmated the fair value of the investment based on various techniques including the valuaƟon of cohort companies with similar
projects and in situ mulƟplies observed in market transacƟons for comparable mineral properƟes.  No impairment was idenƟﬁed.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
121
(c) The following table summarizes Ambler Metals’ Balance Sheet as at November 30, 2024.
    
in thousands of dollars
November 30, 2024
November 30, 2023
    
$     
$   
Total assets
39,961
97,180
   Cash and cash equivalents
7,472
63,829
   Mineral properƟes
30,899
30,899
Total liabiliƟes
(761)
(2,931)
   Accounts payable and accrued liabiliƟes
(559)
(2,500)
Members' equity (total assets less total liabiliƟes)
39,200
94,249
(d) The following table summarizes Ambler Metals’ net loss for the years ended November 30, 2024, November 30, 2023 and November 30, 2022.
For the year ended
November 30, 2024
November 30, 2023
November 30, 2022
  
$     
$     
$   
DepreciaƟon
137
150
113
Corporate salaries and wages
440
2,068
1,664
General and administraƟve
504
547
738
Mineral property expense
4,098
12,822
32,083
Professional fees
1,122
547
792
Foreign exchange (gain)/loss
2
(2)
15
Interest and other income
(1,032)
(445)
(686)
Comprehensive loss
5,271
15,687
34,719
(e) Related party transacƟons
During the ﬁscal year 2024, the Company charged $63,000 (2023 - $nil) related to administraƟon and accounƟng services in connecƟon with a service
agreement between the Company and Ambler Metals. In addiƟon, the Company received payments of $68,000 (2023 - $27,000) related to operaƟng
expenses paid on behalf of Ambler Metals pursuant to the service agreement.
4)    Accounts payable and accrued liabiliƟes
in thousands of dollars
November 30, 2024
November 30, 2023
  
$     
$   
Trade accounts payable
196
146
Accrued liabiliƟes
 
62  
54
Accrued salaries and vacaƟon
 
498  
232
Accounts payable and accrued liabiliƟes
 
756  
432
Subsequent to the year ended on November 30, 2024, approximately $153,000 of accrued salaries was seƩled through the issuance of common shares of the
Company.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
122
5)    Leases
(a) Right-of-use asset
in thousands of dollars
  
$  
Balance as at November 30, 2022
319
Net amorƟzaƟon
(206)
Balance as at November 30, 2023
113
Net amorƟzaƟon for lease ended June 30, 2024
(113)
ROU assets recognized for lease commenced July 1, 2024
170
Net amorƟzaƟon for lease commenced July 1, 2024
(15)
Balance as at November 30, 2024
155
The Company’s previous oﬃce lease ended on June 30, 2024.  The Company entered into a new oﬃce lease commencing on July 1, 2024, with a 4-year term
ending June 20, 2028, with no renewal opƟon.  During the year ending November 30, 2024, the Company recognized a ROU asset of $170,000 for the new
oﬃce lease.
(b) Lease liabiliƟes
The Company’s lease arrangement consists of an operaƟng lease of our oﬃce space ending on June 30, 2028.  There are no extension opƟons.
Total lease expense recorded within general and administraƟve expenses was comprised of the following components:
    
in thousands of dollars
Year ended
Year ended
November 30, 2024
November 30, 2023
$     
$   
OperaƟng lease costs
134
216
Variable lease costs
112
140
Total lease expense
246
356
Variable lease costs consist primarily of the Company’s porƟon of operaƟng costs associated with the oﬃce space lease as the Company elected to apply the
pracƟcal expedient not to separate lease and non-lease components.
As of November 30, 2024, the remaining lease term was 3.5 years and the discount rate is 9%. Signiﬁcant judgment was used in the determinaƟon of the
incremental borrowing rate which included esƟmaƟng the Company’s credit raƟng.
Supplemental cash and non-cash informaƟon relaƟng to our leases during the year ended November 30, 2024 are as follows:
●
Cash paid for amounts included in the measurement of lease liabiliƟes was $57,939, of which $33,159 related to the oﬃce lease that expired on June
30, 2024 and $24,780 related to the new oﬃce lease that commenced on July 1, 2024.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
123
Future minimum payments relaƟng to the lease recognized in our balance sheet as of November 30, 2024 are as follows:
    
in thousands of dollars
November 30, 2024  
Fiscal year
$   
2025
 
48
2026
 
48
2027
 
50
2028
 
29
2029
 
—
Total undiscounted lease payments
 
175
Eﬀect of discounƟng
 
(28)
Present value of lease payments recognized as lease liability
 
147
6)    Share capital
Authorized:
unlimited common shares, no par value
in thousands of dollars, except share amounts
Number of shares
Ascribed value
    
    
$   
November 30, 2023
 
155,925,990
187,886
Exercise of opƟons
136,666
110
Restricted Share Units
4,635,695
2,275
Services seƩled by common shares
243,455
120
Joint venture equity contribuƟon (note 3(a))
143,507
112
November 30, 2024, issued and outstanding
161,085,313
190,503
(a) Stock opƟons
The Company has a stock opƟon plan providing for the issuance of opƟons with a rolling maximum number equal to 10% of the issued and outstanding
Common Shares at any given Ɵme. The Company may grant opƟons to its directors, oﬃcers, employees and service providers. The exercise price of each
opƟon 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
opƟon grant. The number of Common Shares opƟoned to any single opƟonee may not exceed 10% of the issued and outstanding Common Shares at the date
of grant. The opƟons are exercisable for a maximum of ﬁve years from the date of grant and may be subject to vesƟng provisions.
During the year ended November 30, 2024, the Company granted 2,775,000 stock opƟons (2023 – 3,230,000, 2022 – 1,734,500 stock opƟons) at an exercise
price of CDN$0.59 (2023 - CDN$0.78, 2022 – CDN$2.21) to employees, consultants and directors exercisable for a period of ﬁve years with various vesƟng
terms from immediate vesƟng to over a two-year period. The fair value aƩributable to opƟons granted in 2024 was CDN$0.28 (2023 - CDN$0.37, 2022 -
CDN$0.96).
The fair value of the stock opƟons recognized has been esƟmated using the Black-Scholes opƟon pricing model.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
124
AssumpƟons used in the pricing model for the year are as provided below.
    
November 30, 2024
November 30, 2023
Risk-free interest rates
 
3.84%
3.49%
Exercise price
 
CDN$0.59
CDN$0.78
Expected life
 
3 years
3 years
Expected volaƟlity
 
65.5%
67.7%
Expected dividends
 
Nil
Nil
The Company recognized a stock opƟon expense of $0.6 million for the year ended November 30, 2024 (2023 - $0.9 million; 2022 - $1.4 million), net of
forfeitures.
As of November 30, 2024, there were 2,533,339 unvested opƟons outstanding with a weighted average exercise price of CDN$0.66. The unvested stock opƟon
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 opƟon plan and changes during the year ended is as follows:
November 30, 2024
Weighted average
exercise price
    
Number of opƟons     
CDN$   
Balance – beginning of the year
 
12,649,400
2.15
Granted
 
2,775,000
0.59
Exercised
 
(136,666)
0.75
Expired
 
(1,657,500)
2.78
Balance – end of the year
 
13,630,234
1.77
During the year ended November 30, 2024, the Company issued 136,666 common shares (2023 – nil, 2022 – nil) of the Company on the exercise of opƟons
with a weighted average exercise price of CDN$0.75 per share.  The Company also reclassiﬁed $0.04 million from reserves to share capital on the exercise of
these opƟons.
The following table summarizes informaƟon about the stock opƟons outstanding at November 30, 2024.
Outstanding
Exercisable
Unvested  
Weighted
Weighted
 
Number of
Weighted
average
Number of
average
Number of  
outstanding
average years
exercise price
exercisable
exercise price
unvested
Range of exercise price - CDN
  
opƟons     
to expiry     
CDN$     
opƟons     
CDN$     
opƟons    
$0.59 to $1.00
 
5,818,334
3.49
0.69
3,284,995
0.72
2,533,339
$2.01 to $3.00
 
6,466,900
1.06
2.47
6,466,900
2.47
—
$3.01 to $3.02
1,345,000
0.07
3.02
1,345,000
3.02
—
13,630,234
2.00
1.77
11,096,895
1.62
2,533,339
The aggregate intrinsic value of vested share opƟons (the market value less the exercise price) at November 30, 2024 was $2.07 million (2023 - $nil, 2022 -
$nil) and the aggregate intrinsic value of exercised opƟons for the year ended November 30, 2023 was $0.06 million (2023 - $nil, 2022 - $0.04 million).

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
125
(b) Restricted Share Units and Deferred Share Units
The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incenƟves to employees and consultants, a Non-ExecuƟve Director Deferred
Share Unit Plan (“DSU Plan”), and a Non-ExecuƟve Directors Fixed Deferred Share Unit Plan (“Fixed DSU Plan”) to oﬀset cash payments for fees to directors.
Awards under the RSU Plan, DSU Plan, and Fixed DSU Plan will be seƩled in common shares at the Company with each restricted share unit (“RSU”) and
deferred share unit (“DSU”) enƟtling the holder to receive one common share of the Company. All units are accounted for as equity-seƩled awards.
There were 6,061,851 RSUs granted during the ﬁscal year ended November 30, 2024 (2022 – 4,640,089, 2022 – 1,359,349). Directors were granted 704,711
DSUs throughout the year ended November 30, 2024 (2023 – 1,283,023, 2022 – 283,289) based on their elecƟon to receive 100% of their annual retainer in
DSUs.
A summary of the Company’s RSU, DSU and Fixed DSU plans and changes during the year ended November 30, 2024 is as follows:
    
Number of RSUs     
Number of DSUs
    
Number of Fixed DSUs   
Balance – beginning of the year
1,610,638
 
2,428,701
—
Granted
 
6,061,851
704,711
—
Vested/Converted
 
(4,879,150)
—
—
Balance – end of the year
 
2,793,339
 
3,133,412
—
For the year ended November 30, 2024, Trilogy recognized a stock-based compensaƟon expense of $2.9 million (2023 - $3.0 million, 2022 - $2.0 million).
7)    Management of capital risk
The Company relies upon management to manage capital in order to accomplish the objecƟves of safeguarding the Company’s ability to conƟnue as a going
concern in order to pursue the development of the mineral properƟes, at the UKMP, through our equity investee (note 3) and maintain a capital structure
which opƟmizes the costs of capital at an acceptable risk. The Company’s current capital consists of equity funding through capital markets.
As the Company is currently in the exploraƟon 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 volaƟlity. The Company will need to raise addiƟonal funds to
support its operaƟons and administraƟon expenses. Future sources of liquidity may include equity ﬁnancing, debt ﬁnancing, converƟble 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 condiƟons.
8)   Financial instruments
The Company is exposed to a variety of risks arising from ﬁnancial instruments. These risks and management’s objecƟves, 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 liabiliƟes. The fair value of the
Company’s ﬁnancial instruments approximates their carrying value due to the short-term

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
126
nature of their maturity. The Company’s ﬁnancial instruments iniƟally measured at fair value and then held at amorƟzed cost include cash, accounts
receivable, deposits, and accounts payable and accrued liabiliƟes.
Financial risk management
The Company’s acƟviƟes 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 ﬂuctuaƟon in ﬁnancial asset and liability seƩlement 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, 2024 is limited to the Canadian dollar balances consisƟng of cash of
CDN$116,000, accounts receivable of CDN$23,000 and certain trade payables and accrued personnel costs CDN$548,000.  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 $29,000.
(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 obligaƟons. The Company holds
cash with Canadian chartered ﬁnancial insƟtuƟons. 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, 2024 is uninsured. The Company does not consider any of its ﬁnancial assets
to be impaired as of November 30, 2024.
(c) Liquidity risk
Liquidity risk is the risk that the Company will encounter diﬃculƟes raising funds to meet its ﬁnancial obligaƟons as they fall due. The Company is in the
exploraƟon stage and does not have cash inﬂows from operaƟons; therefore, the Company manages liquidity risk through the management of its capital
structure and ﬁnancial leverage.
Contractually obligated cash ﬂow requirements as at November 30, 2024 are as follows.
in thousands of dollars   
  
Total     
< 1 Year     
1–2 Years     
2–5 Years     
ThereaŌer   
$
$
$
$
$
Accounts payable and accrued liabiliƟes
 
581
 
581
 
—
—
—
Oﬃce lease
 
175
48
98
29
—  
 
756
 
629
 
98
29
—
(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, 2024 a 1% change in interest rates
would result in a change of approximately $250,000 over a one-year period in net loss, assuming all other variables remain constant.
As we are currently in the exploraƟon 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 volaƟlity.

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
127
Fair value accounƟng
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 acƟve markets that are accessible at the measurement date for idenƟcal, unrestricted assets or liabiliƟes;
Level 2 — Quoted prices in markets that are not acƟve, or inputs that are observable, either directly or indirectly, for substanƟally the full term of the
asset or liability; and
Level 3 — Prices or valuaƟon techniques that require inputs that are both signiﬁcant to the fair value measurement and unobservable (supported by
liƩle or no market acƟvity).
The Company did not have any ﬁnancial assets and liabiliƟes that were measured and recognized at fair value as at November 30, 2024.
9)    Income taxes
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:
in thousands of dollars
November 30, 2024
November 30, 2023
November 30, 2022
$    
$     
$ 
Loss before income taxes
(8,587)
(14,951)
(24,257)
Federal income tax rate
15.00 %
15.00 %
15.00 %
Provincial income tax rate
12.00 %
12.00 %
12.00 %
Statutory income tax rate
27.00 %
27.00 %
27.00 %
Combined federal and provincial statutory tax rate
27.00 %
27.00 %
27.00 %
Income tax (recovery) at statutory rate
(2,319)
(4,037)
(6,549)
Diﬀerence in foreign tax rates
(35)
(118)
(252)
Non-deducƟble expenditures
162
239
374
Change in esƟmates in respect of prior years
(56)
15
39
Change in valuaƟon allowance
2,247
3,901
6,388
Income tax recovery (expense)
—
—
—

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
128
Deferred income taxes arise from temporary diﬀerences in the recogniƟon of income and expenses for ﬁnancial reporƟng and tax purposes. The signiﬁcant
components of deferred income tax assets and liabiliƟes at November 30, 2024 and 2023 are as follows:
in thousands of dollars
November 30, 2024
November 30, 2023  
    
$     
$   
Deferred income tax assets
   
  
Non-capital losses
63,293  
60,255
Mineral property interest
4,538  
4,926
Mineral property impairment
26
26
Deferred interest
6,074  
6,251
Property, plant and equipment
152  
88
Lease liability
40
9
Share issuance costs
17  
(5)
Other deducƟble temporary diﬀerences
33  
166
Total deferred tax assets
74,173  
71,716
ValuaƟon allowance
(46,703) 
(44,456)
Net deferred income tax assets
27,470  
27,260
Deferred income tax liabiliƟes
   
  
Investment in Ambler Metals LLC
(27,428)
(27,229)
Right of use asset
(42)
(31)
Deferred income tax liabiliƟes
(27,470) 
(27,260)
Net deferred income tax assets
—  
—
The Company has loss carry-forwards of approximately $226 million that may be available for tax purposes. Certain of these losses occurred prior to the
incorporaƟon 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 reorganizaƟon in order to preserve the future deducƟbility of these losses for the Company, subject to the limitaƟons below.
Deferred tax assets have been recognized to the extent of future taxable income and the future taxable amounts related to taxable temporary diﬀerences for
which a deferred tax liability is recognized can be oﬀset. A valuaƟon 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 jurisdicƟons:
in thousands of dollars
Non-capital losses
OperaƟng losses
Canada
United States
    
$     
$   
2024
—
569
2025
—
1,530
2026
—
7,871
ThereaŌer
70,069
145,973
70,069
155,943
Future use of U.S. loss carry-forwards is subject to certain limitaƟons under provisions of the Internal Revenue Code including limitaƟons subject to
SecƟon 382, which relates to a 50% change in control over a three-year period and are further dependent upon the Company aƩaining proﬁtable operaƟons.
An ownership change under SecƟon 382 occurred

Table of Contents
Trilogy Metals Inc.
Notes to Consolidated Financial Statements
129
on January 22, 2009 regarding losses incurred by AGC, of which the aƩributes 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 limitaƟon under SecƟon 382. Accordingly, the
Company’s ability to use these losses may be limited. An addiƟonal change in control may have occurred aŌer November 30, 2011 which may further limit the
availability of losses prior to the date of change in control.
Furthermore, tax reform provisions under SecƟon 172 allow federal net operaƟng losses arising in tax years subsequent to December 31, 2017 to be carried
forward indeﬁnitely. As at November 30, 2024 the Company has approximately $35.9 million in operaƟng 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 2, 2024, pursuant to previous elecƟons, the Board of Directors were granted 72,943 DSUs in seƩlement of approximately $85,750 of director
fees and senior management were granted 210,744 RSUs in lieu of cash salaries of approximately $151,000, all vesƟng immediately. The grants were in
support of conƟnued cash preservaƟon eﬀorts.
On December 9, 2024, the Company granted 652,200 RSUs for short term incenƟves to execuƟve and employees, all vesƟng immediately. Directors received
an annual grant of 180,000 DSUs and 475,000 stock opƟons, all vesƟng immediately. Employees and consultants received an annual grant of 1,650,000 stock
opƟons and 790,000 RSUs with a vesƟng schedule of one-third vesƟng 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.

Table of Contents
130
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 informaƟon required to be disclosed in reports ﬁled or submiƩed by the Company under U.S.
and Canadian securiƟes legislaƟon is recorded, processed, summarized and reported within the Ɵme periods speciﬁed in those rules, including providing
reasonable assurance that material informaƟon is gathered and reported to senior management, including the Chief ExecuƟve Oﬃcer (“CEO”) and Chief
Financial Oﬃcer (“CFO”), as appropriate, to permit Ɵmely decisions regarding public disclosure. Management, including the CEO and CFO, has evaluated the
eﬀecƟveness of the design and operaƟon 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 SecuriƟes Administrators, as at November 30, 2024. Based on this evaluaƟon, the CEO and CFO have concluded that the Company’s
disclosure controls and procedures were eﬀecƟve as at November 30, 2024.
Internal Control over Financial ReporƟng
Management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporƟng as deﬁned in Rule 13a-15(f) and 15d-15(f) of
the Exchange Act and NaƟonal Instrument 52-109 CerƟﬁcaƟon of Disclosure in Issuer’s Annual and Interim ﬁlings. Any system of internal control over ﬁnancial
reporƟng, no maƩer how well designed, has inherent limitaƟons. Therefore, even those systems determined to be eﬀecƟve can provide only reasonable
assurance with respect to ﬁnancial statement preparaƟon and presentaƟon. Management has used the CommiƩee of Sponsoring OrganizaƟons of the
Treadway Commission in Internal Control – Integrated Framework (2013) to evaluate the eﬀecƟveness of the Company’s internal control over ﬁnancial
reporƟng. Based on this assessment, management has concluded that as at November 30, 2024, the Company’s internal control over ﬁnancial reporƟng was
eﬀecƟve.
AƩestaƟon Report of the Registered Public AccounƟng Firm
This Annual Report does not include an aƩestaƟon report of the company’s registered public accounƟng ﬁrm regarding internal controls over ﬁnancial
reporƟng.  Management’s report was not subject to aƩestaƟon by our registered public accounƟng ﬁrm pursuant to law, rules and regulaƟons 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 reporƟng during ﬁscal year ended November 30, 2024 that has materially aﬀected, or is
reasonably likely to materially aﬀect, our internal control over ﬁnancial reporƟng.
Item 9B.  OTHER INFORMATION
None.
Item 9C.  DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

Table of Contents
131
PART III
Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The informaƟon in our 2025 Proxy Statement regarding directors and execuƟve oﬃcers and SecƟon 16 reporƟng informaƟon appearing under the headings
“ElecƟon of Directors” and “InformaƟon Concerning the Board of Directors and ExecuƟve Oﬃcers” is incorporated by reference in this secƟon. The informaƟon
under the heading “ExecuƟve Oﬃcers of Trilogy” in Part I, Item 1 of this Form 10-K is also incorporated by reference in this secƟon. The informaƟon in our
2025 Proxy Statement regarding our Code of Business Conduct and Ethics under the subheading “Ethical Business Conduct” under “Statement of Corporate
Governance PracƟces” is also incorporated by reference in this secƟon. Finally, the informaƟon in our 2025 Proxy Statement regarding the Audit CommiƩee
under the heading “Statement of Corporate Governance PracƟces” is incorporated herein by reference.
Item 11.  EXECUTIVE COMPENSATION
The informaƟon appearing in our 2025 Proxy Statement under the headings “CompensaƟon CommiƩee Interlocks and Insider ParƟcipaƟon”, “Statement of
ExecuƟve CompensaƟon”, and “Director CompensaƟon” is incorporated by reference in this secƟon.
Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The informaƟon appearing in our 2025 Proxy Statement under the heading “SecuriƟes Authorized For Issuance Under Equity CompensaƟon Plans” (which is
also contained in this report in Part II, Item 5) and the informaƟon under the heading “Security Ownership Of Certain Beneﬁcial Owners And Management And
Related Shareholder MaƩers” is incorporated herein by reference.
SecuriƟes Authorized for Issuance under Equity CompensaƟon Plans
The following table is as of November 30, 2024.
Plan category
    
Number of securiƟes to be issued
upon exercise of outstanding
opƟons, warrants and rights     
Weighted-average exercise price of
outstanding opƟons, warrants and
rights     
Number of securiƟes remaining
available for future issuance under
equity compensaƟon plans
(excluding securiƟes reﬂected in
column (a))   
(a)
(b)
(c)
Equity compensaƟon plans approved by
security holders
 19,556,985
$
 1.07
 4,605,811
Equity compensaƟon plans not approved
by security holders
 —
 —
 —
Total
 19,556,985
$
 1.07
 4,605,811
Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The informaƟon appearing in our 2025 Proxy Statement under the heading “Independence of Directors” under the heading “InformaƟon Concerning the
Board of Directors and ExecuƟve Oﬃcers” and under the heading “Statement of Corporate Governance PracƟces” is incorporated herein by reference.

Table of Contents
132
Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
The informaƟon appearing in our 2025 Proxy Statement regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit CommiƩee Pre-Approval
Policies under the subheading “Appointment of Auditors” is incorporated herein by reference.
PART IV
Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Documents Filed With This Report
1.
FINANCIAL STATEMENTS
Page
Report of Independent Registered Public AccounƟng Firm (PCAOB ID 271)
110
Consolidated Balance Sheets
112
Consolidated Statements of Loss and Comprehensive Loss
113
Consolidated Statements of Shareholders’ Equity
114
Consolidated Statements of Cash Flows
115
Notes to Consolidated Financial Statements
116
2.
FINANCIAL STATEMENT SCHEDULES
None.
3.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
Employment Agreement between the Registrant and Tony Giardini, dated April 20, 2020, idenƟﬁed in exhibit list below.
Employment Agreement between the Registrant and Elaine Sanders, dated November 5, 2012, idenƟﬁed in exhibit list below.
NovaCopper Inc. Equity IncenƟve Plan idenƟﬁed in exhibit list below.
Form of NovaCopper Inc. Stock OpƟon Agreement idenƟﬁed in exhibit list below.
NovaCopper Inc. 2012 Restricted Share Unit Plan idenƟﬁed in exhibit list below.
Form of NovaCopper Inc. 2012 Restricted Share Unit Award Agreement idenƟﬁed in exhibit list below.
NovaCopper Inc. 2012 Deferred Share Unit Plan idenƟﬁed in exhibit list below.
Form of NovaCopper Inc. Deferred Share Unit Award Agreement idenƟﬁed in exhibit list below.

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133
(b)
Exhibits
Exhibit
No.
    
DescripƟon
2.1
ContribuƟon 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)
3.1
CerƟﬁcate of IncorporaƟon (incorporated by reference to Exhibit 99.2 to the Company’s RegistraƟon Statement on Form 40-F ﬁled on March 1,
2012)
  
3.2
ArƟcles of Trilogy Metals Inc., eﬀecƟve April 27, 2011, as altered March 20, 2011 (incorporated by reference to Exhibit 99.3 to Amendment No.
1 to the Company’s RegistraƟon Statement on Form 40-F ﬁled on April 19, 2012)
  
3.3
NoƟce of ArƟcles and CerƟﬁcate 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)
4.1
DescripƟon 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)
  
10.1
Net Smelter Returns Royalty Agreement, dated eﬀecƟve January 7, 2010, among KennecoƩ ExploraƟon Company, KennecoƩ ArcƟc 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)
  
10.2
ExploraƟon Agreement and OpƟon to Lease, dated October 19, 2011, between NovaCopper US Inc. and NANA Regional CorporaƟon, Inc.
(incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K ﬁled on April 25, 2012)
  
10.3
OpƟon Agreement to Form Joint Venture, dated April 10, 2017, among the Company, NovaCopper US Inc. and South32 Group OperaƟons 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)
  
10.4
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)
  
10.5
Trilogy Metals Inc. 2012 Restricted Share Unit Plan (incorporated by reference to Exhibit 99.2 to the Company’s RegistraƟon Statement on Form
S-8 ﬁled on November 18, 2024)
  
10.6
Trilogy Metals Inc. 2012 Deferred Share Unit Plan (incorporated by reference to Exhibit 99.1 to the Company’s RegistraƟon Statement on Form
S-8 ﬁled on November 18, 2024)
  
10.7
Form of Trilogy Metals Inc. Equity IncenƟve Plan Agreement
  
10.8
Trilogy Metals Inc. Equity IncenƟve Plan (incorporated by reference to Exhibit 99.3 to the Company’s RegistraƟon Statement on Form S-8 ﬁled
on November 18, 2024)
  
10.9
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)
  
10.10
Employment Agreement, dated November 5, 2012, between the Company and Elaine Sanders (incorporated by reference to Exhibit 10.5 to the
Company’s RegistraƟon Statement on Form 10-K ﬁled on February 12, 2013)

Table of Contents
134
10.11
Equity IncenƟve 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)
10.12
2024 Non-Employee Directors Fixed Deferred Share Unit Plan (incorporate by reference to the Company’s RegistraƟon Statement on Form S-8
ﬁled on May 23, 2024)
19.1
Registrant’s Insider Trading Policy eﬀecƟve December 19, 2019
21.1
Subsidiaries of the Registrant
  
23.1
Consents of PricewaterhouseCoopers LLP
  
23.2
Consent of Richard Gosse
  
23.3
Consent of Wood Canada Limited
  
23.4
Consent of Ausenco Engineering Canada ULC.
  
23.5
Consent of SRK ConsulƟng (Canada) Inc.
  
23.6
Consent of Brown and Caldwell
  
23.7
Consent of Core Geoscience LLC.
23.8
Consent of InternaƟonal Metallurgical & Environmental
31.1
CerƟﬁcaƟon of the Chief ExecuƟve Oﬃcer required by Rule 13a-14(a) or Rule 15d-14(a)
  
31.2
CerƟﬁcaƟon of the Chief Financial Oﬃcer required by Rule 13a-14(a) or Rule 15d-14(a)
  
32.1
CerƟﬁcaƟon of the Chief ExecuƟve Oﬃcer pursuant to 18 U.S.C. SecƟon 1350
  
32.2
CerƟﬁcaƟon of the Chief Financial Oﬃcer pursuant to 18 U.S.C. SecƟon 1350
96.1
ArcƟc 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)
96.2
S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite Project, Northwest Alaska, USA” dated November 30, 2024
(incorporated by reference to the Company’s Current Report on Form 8-K ﬁled on February 13, 2025)
97.1
IncenƟve CompensaƟon Recovery Policy
101
The following materials from Trilogy Metals Inc.’s Annual Report on Form 10-K for the year ended November 30, 2024, formaƩed in Inline XBRL
(eXtensible Business ReporƟng Language): (i) the Consolidated Statements of OperaƟons, (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 – ValuaƟon and Qualifying Accounts.
104
Cover Page InteracƟve Data File (formaƩed 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, 2024

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135
Schedule A
Report of Independent Registered Public AccounƟng 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, 2024 and 2023, and the related statements of
loss and comprehensive loss, of changes in members’ equity and of cash ﬂows for each of the three years in the period ended November 30, 2024, including
the related notes (collecƟvely referred to as the ﬁnancial statements). In our opinion, the ﬁnancial statements present fairly, in all material respects, the
ﬁnancial posiƟon of the Company as of November 30, 2024 and 2023, and the results of its operaƟons and its cash ﬂows for each of the three years in the
period ended November 30, 2024 in conformity with accounƟng 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 accounƟng ﬁrm registered with the Public Company AccounƟng Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securiƟes laws and the applicable rules and regulaƟons of the
SecuriƟes 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
audits 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 evaluaƟng the accounƟng principles used and signiﬁcant esƟmates made by management, as well as
evaluaƟng the overall presentaƟon of the ﬁnancial statements. We believe that our audits provide a reasonable basis for our opinion.
CriƟcal Audit MaƩers
The criƟcal audit maƩer communicated below is a maƩer arising from the current period audit of the ﬁnancial statements that was communicated or required
to be communicated to the board (acƟng in a role equivalent to an audit commiƩee) and that (i) relates to accounts or disclosures that are material to the
ﬁnancial statements and (ii) involved our especially challenging, subjecƟve, or complex judgments. The communicaƟon of criƟcal audit maƩers does not alter
in any way our opinion on the ﬁnancial statements, taken as a whole, and we are not, by communicaƟng the criƟcal audit maƩer below, providing a separate
opinion on the criƟcal audit maƩer or on the accounts or disclosures to which it relates.
Mineral properƟes impairment analysis
As described in Notes 2 and 5 to the ﬁnancial statements, the carrying amount of the Company’s mineral properƟes was $30.9 million as of November 30,
2024. The Company’s members assess 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. During the year ended November 30, 2024, the Company’s members
idenƟﬁed indicators of impairment due to adverse changes in the regulatory environment impacƟng the mineral properƟes, and therefore tested the carrying
value of the mineral properƟes for impairment. The Company’s members esƟmated a range of recoverable amounts for the mineral properƟes using various
techniques that took into account, among other things,

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136
mineral reserve and resource esƟmates. The Company’s members apply signiﬁcant judgment in esƟmaƟng the recoverable amount of the mineral properƟes.
The mineral reserve and resource esƟmates used by the Company’s members in esƟmaƟng the recoverable amount of the mineral properƟes are based on
informaƟon prepared by qualiﬁed persons (management’s specialists). No impairment was recorded as a result of the impairment test.
The principal consideraƟons for our determinaƟon that performing procedures relaƟng to the mineral properƟes impairment analysis is a criƟcal audit maƩer
are: (i) the signiﬁcant judgment by the Company’s members, including the use of management’s specialists, in determining the recoverable amount of the
mineral properƟes, which in turn led to (ii) a high degree of auditor judgment, subjecƟvity and eﬀort in performing procedures to evaluate audit evidence
relaƟng to the recoverable amount of the mineral properƟes, including assessing the reasonability of the mineral reserve and resource esƟmates developed by
management, developing an independent in situ value per pound of copper equivalent for the mineral properƟes, and project-speciﬁc characterisƟcs; and (iii)
the audit eﬀort also involved the use of professionals with specialized skill and knowledge.
Addressing the maƩer involved performing procedures and evaluaƟng audit evidence in connecƟon with forming our overall opinion on the ﬁnancial
statements. These procedures included, among others (i) developing independent point esƟmates of the recoverable amount of the mineral properƟes based
on an esƟmated in situ value per pound of copper equivalent, and (ii) comparing the independent point esƟmates to management’s esƟmates to evaluate the
reasonableness of management’s esƟmates. Professionals with specialized skill and knowledge were used to assist in the determinaƟon of the in situ value per
pound of copper equivalent based on comparable market transacƟons taking into account project-speciﬁc characterisƟcs and the assessment of the
reasonability of the recoverable amount of the mineral properƟes. For project-speciﬁc characterisƟcs, we evaluated evidence of acƟons taken and statements
made by legislators in support of mineral resource development in the jurisdicƟon of the underlying mineral property assets. The work of management’s
specialists was used in performing the procedures to evaluate the reasonableness of the mineral reserve and resource esƟmates. As a basis for using this
work, the specialists’ qualiﬁcaƟons were understood and the Company’s relaƟonship with the specialists was assessed. The procedures performed also
included evaluaƟng the methods and assumpƟons used by the specialists, tesƟng the data used by the specialists, and evaluaƟng the specialists’ ﬁndings.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 13, 2025
We have served as the Company's auditor since 2020.

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137
Ambler Metals LLC
Balance Sheet
As at November 30, 2024 and 2023
in thousands of US dollars
November 30, 2024
$
November 30, 2023
$
Assets
Current assets
Cash (note 3)
 7,472
 63,829
Deposits and prepaid
 764
 1,256
Accounts receivables and other assets
 —
 11
Total current assets
 8,236
 65,096
Right of use asset (note 7)
 191
 413
Property, plant and equipment (note 4)
 635
 772
Mineral properƟes (note 5)
 30,899
 30,899
Total assets
 39,961
 97,180
LiabiliƟes
Current liabiliƟes
Accounts payable and accrued liabiliƟes (note 6,8)
 559
 2,500
Current porƟon of lease liabiliƟes (note 7)
 186
 229
Total current liabiliƟes
 745
 2,729
Long term porƟon of lease liabiliƟes (note 7)
 16
 202
Total liabiliƟes
 761
 2,931
Members' equity
Owner contribuƟon - South 32
 145,273
 145,162
Owner contribuƟon - Trilogy
 31,479
 31,368
Owner distribuƟons - South32
 (25,000)
 —
Owner distribuƟons - Trilogy
 (25,000)
 —
Accumulated deﬁcit
 (87,552)
 (82,281)
Total members' equity
 39,200
 94,249
Total liabiliƟes and members' equity
 39,961
 97,180
(See accompanying notes to the ﬁnancial statements)

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138
Ambler Metals LLC
Statement of Loss and Comprehensive Loss
For the Years Ended November 30
in thousands of US dollars
2024
$
2023
$
 2022
$
Expenses
DepreciaƟon
 137
 150
 113
Corporate salaries and wages
 440
 2,068
 1,664
General and administraƟve
 504
 547
 738
Mineral property expense (note 5)
 4,098
 12,822
 32,083
Professional fees
 1,122
 547
 792
Foreign exchange (gain)/loss
 2
 (2)
 15
Total expenses
 6,303
 16,132
 35,405
Other items
Interest income
 (1,027)
 (416)
 (686)
Other income
 (5)
 (29)
 —
Loss and comprehensive loss for the year
 5,271
 15,687
 34,719
(See accompanying notes to the ﬁnancial statements)

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139
Ambler Metals LLC
Statement of Changes in Members’ Equity
For the Years Ended November 30
In thousands of US dollars, except share amounts
Number of units 
outstanding  
Trilogy owner
contribuƟon
$
South32 owner
contribuƟon
$
Trilogy owner
distribuƟon
$
South32 owner
distribuƟon
$
Deﬁcit
$
Total members'
equity
$
Balance - November 30, 2021
 2,000,000
 31,206
 145,000
 —
 —
 (31,875)
 144,331
Owner contribuƟons
 —
 51
 51
 —
 —
 —
 102
Loss for the year
 —
 —
 —
 —
 —
 (34,719)
 (34,719)
Balance - November 30, 2022
 2,000,000
 31,257
 145,051
 (66,594)
 109,714
Owner contribuƟons
 —
 111
 111
 —
 —
 —
 222
Loss for the year
 —
 —
 —
 —
 —
 (15,687)
 (15,687)
Balance - November 30, 2023
 2,000,000
 31,368
 145,162
 —
 —
 (82,281)
 94,249
Owner contribuƟons
 —
 111
 111
 —
 —
 —
 222
Owner distribuƟons
 —
 —
 —
 (25,000)
 (25,000)
 —
 (50,000)
Loss for the year
 —
 —
 —
 —
 —
 (5,271)
 (5,271)
Balance - November 30, 2024
 2,000,000
 31,479
 145,273
 (25,000)
 (25,000)
 (87,552)
 39,200
(See accompanying notes to the ﬁnancial statements)

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140
Ambler Metals LLC
Statement of Cash Flows
For the Years Ended November 30
in thousands of US dollars
November 30, 2024
$
November 30, 2023
$
November 30, 2022
$
Cash ﬂows from (used in) operaƟng acƟviƟes
Loss for the year
 (5,271)
 (15,687)
 (34,719)
DepreciaƟon
 137
 150
 113
Lease expense
 239
 265
 264
Lease payments
 (246)
 (267)
 (263)
Equity contribuƟon by Trilogy
 111
 111
 51
Change in working capital
Decrease (increase) in deposits and prepaids
 492
 (442)
 (193)
Decrease (increase) in accounts receivable and other assets
 16
 (3)
 (6)
Decrease in accounts payable and accrued liabiliƟes
 (1,946)
 (1,164)
 (484)
Interest earned on South32 loan
 —
 —
 (628)
Interest received on South32 loan
 —
 —
 740
Cash used in operaƟng acƟviƟes
 (6,468)
 (17,037)
 (35,125)
Cash ﬂows from (used in) ﬁnancing acƟviƟes
Cash contribuƟon by South32
 111
 111
 51
Cash distribuƟon to South32
 (25,000)
 —
 —
Cash distribuƟon to Trilogy
 (25,000)
 —
 —
Cash (used in) from ﬁnancing acƟviƟes
 (49,889)
 111
 51
Cash ﬂows from (used in) invesƟng acƟviƟes
Principle payment on South32 loan
 —
 —
 55,244
Property Staking
 —
 —
 (142)
Machinery and equipment
 —
 —
 (321)
Vehicles
 —
 —
 (47)
Furniture and equipment
 —
 —
 (110)
Cash from invesƟng acƟviƟes
 —
 —
 54,624
(Decrease) Increase in cash
 (56,357)
 (16,926)
 19,550
Cash - beginning of the year
 63,829
 80,755
 61,205
Cash - end of the year
 7,472
 63,829
 80,755
(See accompanying notes to the ﬁnancial statements)

Table of Contents
Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
141
1.    OrganizaƟon & basis of presentaƟon
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. (collecƟvely “Trilogy”), and South32 USA ExploraƟon Inc., a wholly owned subsidiary of South32 Limited (collecƟvely
“South32”).
The Company is engaged in the exploraƟon and development of mineral properƟes with a focus on the Upper Kobuk Mineral Projects (“UKMP”), including the
ArcƟc and Bornite Projects located in Northwest Alaska in the United States of America (“US” or “USA”).
On February 11, 2020, pursuant to a contribuƟon agreement among Trilogy, South32 and the Company (the “ContribuƟon 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 operaƟons 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 contribuƟon. The contribuƟons, including noncash contribuƟons, made to the Company by each respecƟve member on February 11, 2020 were as
follows:
RespecƟve contribuƟons to the Joint Venture
in thousands of US dollars
$
Intangible assets:
Mining rights
 30,587
Trilogy contributed intangible assets
 30,587
Tangible assets:
Deposits
 1
Property, plant and equipment
 618
Trilogy contributed tangible assets
 619
Cash
 145,000
South32 contributed cash
 145,000
Total capital contributed at incepƟon
 176,206
As a result of these transacƟons, Trilogy and South32 each have equal interests in the Company and have equal representaƟon on the Board of the Company.
Following the formaƟon 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 InternaƟonal Investment Holdings Pty Ltd., a wholly owned subsidiary of South32. The loan had a 7-year maturity
date and was recorded at amorƟzed 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.

Table of Contents
Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
142
The ﬁnancial statements have been prepared by management in conformity with generally accepted accounƟng principles in the United States (“U.S. GAAP”)
on a going concern basis, which contemplates the realizaƟon of assets and the discharge of liabiliƟes in the normal course of business for the foreseeable
future.
These ﬁnancial statements have been prepared pursuant to Rule 3-09 of SEC RegulaƟon S-X for inclusion in Trilogy’s 10-K, as the Company is an equity investee
of Trilogy.
2.    Summary of signiﬁcant accounƟng policies
Property, plant and equipment
Plant and equipment are recorded at cost and depreciaƟon begins when the asset is put into service. DepreciaƟon is calculated on a straight-line basis over
the respecƟve assets’ esƟmated useful lives. DepreciaƟon periods by asset class are:
Computer hardware and soŌware
3 years
Machinery and equipment
3 - 10 years
Furniture and equipment
5 - 10 years
Vehicles
3 years
Leasehold improvements
lease term
Mineral properƟes and development costs
All direct costs related to the acquisiƟon of mineral property interests are capitalized. Mineral property exploraƟon 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 operaƟons are capitalized. Capitalized costs will be amorƟzed following
commencement of producƟon using the unit of producƟon method over the esƟmated 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 accumulaƟon of costs signiﬁcantly in excess of the amount originally expected for the acquisiƟon or construcƟon of the long-lived asset, and
signiﬁcant decreases in the market prices for long-lived assets. Management calculates the esƟmated undiscounted future net cash ﬂows relaƟng to the asset
or asset group using esƟmated future prices, proven and probable reserves and other mineral resources, and operaƟng, capital and reclamaƟon costs. When
the carrying value of an asset exceeds the related undiscounted cash ﬂows, the asset is wriƩen down to its esƟmated fair value, which is usually determined
using discounted future cash ﬂows. Management’s esƟmates of mineral prices, mineral resources, foreign exchange rates, producƟon levels, operaƟng, capital
and reclamaƟon costs are subject to risk and uncertainƟes that may aﬀect the determinaƟon of the recoverability of the long-lived asset. It is possible that
material changes could occur that may adversely aﬀect management’s esƟmates.

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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
143
Leases
We determine if a contractual arrangement represents or contains a lease at incepƟon. OperaƟng leases are included in right of use assets and lease liabiliƟes
on our balance sheet. Assets under ﬁnance leases are included in property, plant and equipment and the related lease liabiliƟes in lease liabiliƟes on our
balance sheet.
OperaƟng and ﬁnance lease right of use assets and lease liabiliƟes 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 uƟlize 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 operaƟng lease expenses are recognized on a straight-line basis over the lease term.
Income taxes
The Company is not a taxable enƟty for income tax purposes. Accordingly, no recogniƟon is given to income taxes for ﬁnancial reporƟng purposes. Tax on the
net income (loss) of the Company is borne by the owners through the allocaƟon 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 reporƟng basis of assets and liabiliƟes and
the taxable income allocaƟon requirements under the shareholders agreement.
Financial instruments
Loans and receivables are recorded iniƟally at fair value, net of transacƟon costs incurred, and subsequently at amorƟzed cost using the eﬀecƟve interest rate
method. Loans and receivables consist of cash, deposits, and loans receivable. EsƟmated future credit losses are based on historical credit loss experience and
forward-looking consideraƟons. Individual receivables are wriƩen oﬀ when management deem them to be uncollecƟble.  
Other ﬁnancial liabiliƟes include accounts payable and accrued liabiliƟes.
TranslaƟon of foreign currencies
Foreign denominated monetary assets and liabiliƟes are translated into United States dollars at the exchange rate in eﬀect at the balance sheet date, and non-
monetary assets and liabiliƟes at the exchange rate in eﬀect at the Ɵme of acquisiƟon or issue. Income and expenses are translated at rates approximaƟng the
exchange rate in eﬀect at the Ɵme of transacƟons. Exchange gains or losses arising on translaƟon are included in income or loss for the period.
The funcƟonal currency of the Company and the Company’s reporƟng currency is the United States dollar.
3.    Cash
As at November 30, 2024, the Company did not hold currency denominated in Canadian dollars (2023 - $0.3 million) and held $7.5 million (2023 - $63.6
million) denominated in United States dollars. The Company holds cash with a single US Financial InsƟtuƟon and the majority of the cash is uninsured.

Table of Contents
Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
144
4.  Property, plant and equipment
A summary of property, plant and equipment as of November 30, 2024 and November 30, 2023, is as follows:
in thousands of US dollars
Machinery and
equipment
$
Vehicles 
$
Computer
hardware and
soŌware
$
Furniture and
Equipment
$
Total
$
Cost at November 30, 2022
 922
 114
 12
 145
 1,193
Accumulated DepreciaƟon
 (304)
 (82)
 (12)
 (23)
 (421)
Net book value at November 30, 2023
 618
 32
 —
 122
 772
Cost at November 30, 2023
 922
 115
 12
 145
 1,194
Accumulated DepreciaƟon
 (402)
 (107)
 (12)
 (38)
 (559)
Net book value at November 30, 2024
 520
 8
 —
 107
 635
5.    Mineral properƟes
in thousands of US dollars
November 30, 2023
$
AddiƟons
$
November 30, 2024
$
Ambler
 26,899
 —
 26,899
Bornite
 4,000
 —
 4,000
 30,899
 —
 30,899
On October 19, 2011, Trilogy acquired (subsequently contributed to the Company pursuant to the ContribuƟon Agreement) the exclusive right to explore and
the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional CorporaƟon, Inc. (“NANA”) through the Alaska NaƟve
Claims SeƩlement Act, located adjacent to the Ambler lands in Northwest Alaska.
Upon a decision to proceed with construcƟon of a mine on the Ambler or Bornite lands, NANA will maintain the right to purchase between a 16%-25%
ownership interest in the mine or retain a 15% net proceeds royalty which is payable aŌer Ambler has recovered certain historical costs, including capital and
cost of capital. Should NANA elect to purchase an ownership interest, consideraƟon will be payable equal to all historical costs incurred on the properƟes at
the elected percentage, not to be less than zero. The parƟes 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 execuƟon of a mining lease or a surface use agreement, the
amount of which is determined by the classiﬁcaƟon of land from which producƟon originates.
a)
Ambler
On February 11, 2020, the Ambler lands in Northwest Alaska, which contains the copper-zinc-lead-gold-silver ArcƟc Project and other mineralized targets
within the volcanogenic massive sulﬁde belt, were contributed to Ambler Metals

Table of Contents
Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
145
LLC pursuant to the ContribuƟon Agreement. The Ambler lands are subject to a 1% net smelter return (“NSR”) royalty that can be purchased at any Ɵme for a
one-Ɵme payment of $10 million.
There were no mineral property addiƟons during the period ended November 30, 2024.  
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
CorporaƟon, Inc. (“NANA”) through the Alaska NaƟve Claims SeƩlement Act, located adjacent to the Ambler lands in Northwest Alaska, were contributed to
Ambler Metals LLC pursuant to the ContribuƟon Agreement.
c)
Mineral properƟes expense
The following table summarizes mineral properƟes expense incurred for the years ended November 30, 2024, 2023 and 2022.
in thousands of US dollars
November 30, 2024
$
November 30, 2023
$
November 30, 2022
$
Ambler Access Project
 1,713
 8,422
 6,822
Community
 46
 90
 219
Drilling
 77
 323
 7,396
Engineering
 298
 954
 2,002
Environmental
 133
 341
 692
Geochemistry and geophysics
 9
 97
 1,172
Land and permiƫng
 893
 841
 800
Project support
 356
 430
 8,613
Safety and risk
 6
 20
 562
Wages and beneﬁts
 567
 1,304
 3,805
Mineral property expense
 4,098
 12,822
 32,083
d)
Impairment tesƟng
During the year the Company’s members idenƟﬁed an impairment indicator as result of the United States Bureau of Land Management (“BLM”) preferred "No
AcƟon" alternaƟve published in the BLM's Final Supplemental Environmental Impact Statement (“SEIS”) for the Ambler Access Project and the BLM's Record of
Decision conﬁrming the no acƟon alternaƟve. Accordingly, the Company’s members performed impairment tests esƟmaƟng the recoverable amount of the
mineral properƟes using various techniques. No impairment was idenƟﬁed.
6.    Accounts payable and accrued liabiliƟes
in thousands of US dollars
November 30, 2024
$
November 30, 2023
$
Accounts payable
 177
 153
Accrued salaries and vacaƟon
 91
 1,152
Accrued liabiliƟes
 291
 1,195
Accounts payable and accrued liabiliƟes
 559
 2,500

Table of Contents
Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
146
7.    Leases
(a) Right of use assets
in thousands of US dollars
November 30, 2024
$
November 30, 2023
$
Opening balance
 413
 651
AmorƟzaƟon
 (222)
 (238)
Right of use asset
 191
 413
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 liabiliƟes
The headquarters and warehouse leases are operaƟng leases ending in 2025 and 2024, respecƟvely. There is an opƟon to renew both lease agreements. The
warehouse lease was not renewed and allowed to expire on July 31, 2024.
Lease expense for the headquarters is recorded within general and administraƟve expense and for the warehouse is recorded within mineral property expense
and was comprised of the following components:
in thousands of US dollars
November 30, 2024
$
November 30, 2023
$
OperaƟng lease costs
 239
 265
Variable lease costs
 10
 5
OperaƟng lease costs
 249
 270
Variable lease costs consist primarily of the Company’s porƟon of common area maintenance fees including taxes.
As of November 30, 2024, the remaining lease term was 13 months for the headquarters oﬃce.
Supplemental cash and non-cash informaƟon relaƟng to our leases during the period ended November 30, 2024, are as follows:
●
Cash paid for amounts included in the measurement of lease liabiliƟes was approximately $246 thousand.
●
Non-cash amounts included in the measurement of lease liabiliƟes was $nil.

Table of Contents
Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
147
Future minimum payments relaƟng to the lease recognized in our balance sheet as of November 30, 2024 are as follows:
in thousands of US dollars
November 30, 2024
$
2025
 207
Total undiscounted lease payments
 207
Eﬀects of discounƟng
 (5)
Present value of lease payments recognized as lease liability
 202
8.    Related party transacƟons
During the year ended November 30, 2024, pursuant to a service agreement with Trilogy, the Company paid $63 thousand (2023 - $Nil) related to
administraƟon and accounƟng services and $68 thousand (2023 - $27 thousand) related to operaƟng expenses paid on behalf of the Company.
9.    Commitments and conƟngencies
The Company has commitments with respect to an oﬃce lease requiring future minimum lease payments as summarized in note 7.
10.    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 enƟtled to the same beneﬁts, rights, duƟes and obligaƟons and vote on all maƩers.
The Company is authorized to establish a capital account for each member equal to that member’s iniƟal capital contribuƟon, represented by units. The units
are voƟng and subject to transfer restricƟons as deﬁned in the LLC Agreement. As of November 30, 2024 and 2023, the Company had 2 million units, with
each of South32 and Trilogy owning 1 million units each, in exchange for the contribuƟons made to the Company at incepƟon.
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 distribuƟons of cash or property from the Company). Any such transfer is subject to the
saƟsfacƟon of certain condiƟons, and the relevant purchase price is determined pursuant to speciﬁc formulas, all as set forth in the LLC Agreement.

Table of Contents
148
Item 16.  FORM 10-K SUMMARY
None.

Table of Contents
149
SIGNATURES
Pursuant to the requirements of SecƟon 13 or 15(d) of the SecuriƟes Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
TRILOGY METALS INC.
By:
/s/ Tony Giardini
 
Name:
Tony Giardini
 
Title:
President and Chief ExecuƟve Oﬃcer
Date: February 14, 2025
Pursuant to the requirements of the SecuriƟes Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capaciƟes and on the dates indicated:
/s/ Tony Giardini
President and Chief ExecuƟve Oﬃcer
February 14, 2025
Tony Giardini
(Principal ExecuƟve Oﬃcer) and Director
/s/ Elaine Sanders
Chief Financial Oﬃcer (Principal Financial
February 14, 2025
Elaine Sanders
Oﬃcer and Principal AccounƟng Oﬃcer)
/s/ James Gowans
Director
February 14, 2025
James Gowans
/s/ William Hayden
Director
February 14, 2025
William Hayden
/s/ William Hensley
Director
February 14, 2025
William Hensley
/s/ Gregory Lang
Director
February 14, 2025
Gregory Lang
/s/ Janice Stairs
Director
February 14, 2025
Janice Stairs
/s/ Diana Walters
Director
February 14, 2025
Diana Walters
Signature
    
Title
    
Date

Exhibit 10.7
Trilogy Metals Inc.
Stock Option Certificate
The Company hereby grants to the Participant named below the following Options to acquire common shares (“Shares”) of the Company on the terms of the
Company’s Stock Option Plan (the “Plan”) and the terms outlined below:
Participant’s Name:
Address:
Total Option Shares:
For U.S. Participants:  of which _______________ are ISO Options
Exercise Price Per Share:
Date of Grant:
Expiry Date:
Terms of Vesting:
Other:
Participant agrees that he/she may suffer tax consequences as a result of the grant of these Options, the exercise of the Options and the disposition of Shares.
 Participant acknowledges that he/she is not relying on the Company for any tax advice.  To the extent that the Option is potentially subject to taxation under
either Canada or the U.S. or both jurisdictions, the Participant acknowledges that the Participant has had adequate opportunity to obtain advice of independent
tax counsel with respect to the tax treatment of the Option (including federal, state and provincial, as applicable).  Furthermore, non-U.S. Participants who are
granted Options that are not subject to the restrictions applicable to U.S. Participants but who subsequently become subject to U.S. federal income tax on
compensatory income are encouraged to seek advice of independent tax counsel to determine the applicability of U.S. tax law to such Options.
This Stock Option Certificate is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of
the Stock Option Certificate and the Plan, the terms of the Plan shall govern.
If you agree to accept the Options described above, subject to all of the terms and conditions of the Plan, please sign one copy of this letter and return it to
______________ by ______________.
TRILOGY METALS INC.
By:
Authorized Signatory
I have received a copy of the Plan and agree to comply with, and agree that my participation is subject in all respects to, its terms and conditions.
Name of Participant
Signature of Participant
Date

1
Exhibit 19.1
TRILOGY METALS INC.
(the “Company”)
REGISTRANT’S INSIDER TRADING POLICY
(the “Policy”)
PURPOSE
The Company is a publicly traded company listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American LLC (the “NYSE
American”, and together with the TSX, the “Exchanges”).  As such, trades in the Company’s securities1 are subject to Canadian and U.S.
securities laws, rules and regulations, as well as the rules and regulations of the Exchanges (collectively, “securities laws”). Securities laws
generally prohibit trading or dealing in the securities of a company on the basis of material non-public information.  Anyone violating these laws
is subject to personal liability and could face criminal and civil penalties, fines, or imprisonment as well as causing significant damage to the
Company’s reputation.
The purpose of this Policy is to assist Company Personnel (as defined below) in complying with their obligations.  This Policy does not replace
your responsibility to understand and comply with the legal prohibitions on insider trading and, if applicable, your obligation for insider reporting.
It is also important that trading in securities of the Company, including without limitation the purchase and sale of common shares and the
exercise of stock options, by Company Personnel, avoid the appearance of impropriety, as well as remain in full compliance with securities
laws. Accordingly, you must exercise good judgment when engaging in securities transactions and when relaying to others information obtained
as a result of your employment with or other relationship to the Company. If you have any doubt whether a particular situation requires
refraining from effecting a transaction in the Company’s securities or sharing information with others, such doubt should be resolved against
taking such action.
COMPANY PERSONNEL
The following persons are required to observe and comply with this Policy:
(a)
all directors, officers and employees of the Company or its subsidiaries;
(b)
any other person retained by or engaged in business of professional activity on behalf of the Company or any of its subsidiaries (such
as a consultant, independent contractor or adviser);
(c)
any family member, spouse or other person living in the household or a dependent child of any of the individuals referred to in Sections
(a) and (b) above; and
1
“securities” includes common shares and any other security that the Company may issue including preferred shares, options, debentures,
warrants, puts, calls and other derivative instruments with respect to such securities and any other securities that are convertible or
exchangeable into such securities.

2
(d)
partnerships, trusts, corporations, R.R.S.P.’s and similar entities over which any of the above-mentioned individuals exercise control or
direction.
For the purposes of this Policy, the persons listed above are collectively referred to as “Company Personnel”.  Sections (c) and (d) should be
carefully reviewed by Company Personnel; those sections have the effect of making various family members or holding companies or trusts of
the persons referred to in Sections (a) and (b) subject to the Policy.
MATERIAL NON-PUBLIC INFORMATION
“Material non-public information” is information that:
(i)
could reasonably be expected to have a significant effect on the market price or value of the Company’s securities; or
(ii)
a reasonable investor would consider important in making an investment decision regarding the purchase or sale of the securities of the
Company;
and that has not been previously disclosed or published by means of a broadly disseminated news release or securities filing with a reasonable
amount of time having been given for investors to analyze the information.
Examples of material undisclosed information include but are not limited to: financial performance and significant changes in financial
performance; projections and strategic plans; significant changes with respect to the Company’s joint venture or the joint venture’s operations;
major corporate acquisitions and dispositions; significant changes to major assets and operations; changes in ownership of the Company’s
securities that may affect the control of the Company; significant changes in senior management or to the Board of Directors; significant
litigation; changes in corporate structure, such as reorganizations; changes in capital structure; significant new debt or material events of
default; public or private sale of additional securities; entering into or loss of significant contracts; major labour disputes or disputes with major
contractors, customers or suppliers; takeover bids and issuer bids; and any decision to implement such a change by the Company’s Board of
Directors or by senior management who believe that confirmation of the decision by the Company’s Board of Directors is probable.
If you have any doubt whether certain information is “material,” you should not trade or communicate such information. Information is “non-
public” until it has been made available to investors generally, such as in publicly available reports filed with the applicable stock exchange or
securities commission or in press releases issued by a company.  In general, information may be presumed to have been available to investors
two business days after the formal release of such information.
PROHIBITED ACTIVITIES
Insider Trading:  You must not engage in transactions in any securities, whether of the Company or of any other public companies, while in
possession of material, non-public information regarding such securities, (“insider trading”).
Under this Policy, “trading” includes any sale or purchase of securities of the Company, including but not limited to: (a) hedging or monetization
transactions or similar

3
arrangements with respect to securities of the Company; (b) holding Company securities in a margin account or pledging Company securities
as collateral for a loan; (c) buying or selling puts or calls or other derivative securities on the Company's securities; (d) the exercise of stock
options granted under the Company’s stock option plan; and (e) the acquisition of shares or any other securities pursuant to any Company
benefit plan or arrangement.
Tipping:  You must not disclose material, non-public or other confidential information relating to the Company or other companies, when
obtained in the course of service to the Company, to anyone, inside or outside of the Company (including family members) (“tipping”), except on
a strict need-to-know basis as is necessary in the course of the Company’s business and under circumstances that make it reasonable to
believe that the information will not be misused or improperly disclosed by the recipient.  You must treat all information concerning the
Company as confidential and proprietary to the Company.  Any uncertainty concerning the disclosure of any such information to other persons
in the course of the Company’s business should be immediately brought to the attention of the Chief Financial Officer or Corporate Secretary
for resolution.   You must also refrain from recommending or suggesting that any person engage in transactions in securities, whether of the
Company or any other company, while in possession of material, nonpublic information about those securities or that company. Both the person
who provides the information and the person who receives the information are liable under securities laws if the person who receives the
information trades in securities based on the provided non-public information.
Trading During Blackouts:  You must not, directly or indirectly, trade in securities of the Company during any Blackout Period (as described
below).
Short-term Trading2:  Short-term trading of the Company’s securities may be distracting and may unduly focus Company Personnel on the
Company’s short-term stock market performance instead of the Company’s long-term business objectives.  For these reasons, any Company
Personnel who purchases Company securities in the open market may not sell any Company securities of the same class during the six
months following the purchase without pre-clearance.
Short Sales:  Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value,
and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects.  In addition, short sales may
reduce the seller’s incentive to improve the Company’s performance.  For these reasons, short sales of the Company’s securities are prohibited
by this Policy.  In addition, Section 16(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits officers and
directors from engaging in short sales.
Publicly Traded Options:  A transaction in options is, in effect, a bet on the short-term movement of the Company’s common shares and
therefore creates the appearance that Company Personnel are trading based on inside information.  Transactions in options also may focus
such person’s attention on short-term performance at the expense of the
2
Prohibitions or restrictions on hedging, pledging, short sales, investing in publicly traded options, and similar activities are common for
public companies as some of these activities can be viewed as a bet against the company.  Whether a company has a policy against
hedging will be required to be disclosed in future proxy statements beginning in 2021.

4
Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized
market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the section below
captioned “Hedging Transactions”.)
Hedging Transactions: Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including
through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. These transactions allow
the person to continue to own the covered securities, but without the full risks and rewards of ownership.  When that occurs, the person may no
longer have the same objectives as the Company’s other shareholders.  Therefore, the Company prohibits you from engaging in such
transactions.
Margin Accounts and Pledges:  Securities held in a margin account may be sold by the broker without the customer’s consent if the customer
fails to meet a margin call.  Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower
defaults on the loan.  Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic
information or otherwise is not permitted to trade in Company securities, Company Personnel are prohibited from holding Company securities
in a margin account or pledging Company securities as collateral for a loan.
ADDITIONAL RESTRICTIONS FOR INSIDERS
Pre-Clearance: “Insiders” for U.S. reporting purposes (as such term is defined below under the heading “Insider Reporting Obligations – U.S.
Reporting Obligations – Who is an Insider”) must not, directly or indirectly, trade in securities of the Company in Canada or the United States
except in accordance with the pre-clearance procedures (as described below).
Additional Trading Restrictions for Persons Deemed “Insiders” under U.S. Securities Laws:  U.S. securities laws prohibit “Insiders” (as
such term is defined below under the heading “Insider Reporting Obligations – U.S. Reporting Obligations – Who is an Insider”) from effecting
“short sales” or “sales against the box” in equity securities of the Company.  A “short sale” is the sale of securities that you do not own and
where delivery is made with borrowed securities or securities subsequently purchased.  If you are deemed an insider for U.S. securities law
purposes, it is unlawful for you to sell Company securities you do not own, and the acquisition of a put or the issuance of a call for Company
stock may result in a violation of the short sale prohibition.  A “sale against the box” is the sale of securities you own but which you do not
promptly deliver after the sale.  It is unlawful for you to sell equity securities of the Company if the certificate representing the securities is not
delivered within 20 days after the sale or deposited in the mail or other usual means of delivery within five days after the sale.
U.S. securities laws additionally prohibit insiders from realizing any “short-swing profit” in securities of the Company.  Any profit realized by you
on a purchase and sale or sale and purchase of the Company’s equity securities within any six-month period belongs to and is recoverable by
the Company.  For purposes of this rule, equity securities include common stock, preferred stock and related derivative securities (e.g., options,
warrants,

5
convertible securities, puts, calls, stock appreciation rights (“SARs”), phantom stock units, equity swaps and other rights).
BLACKOUT PERIODS
The Company reserves the right to restrict trading by directors, officers, employees agents and consultants in securities of the Company.  Such
restriction is generally referred to as a “Blackout Period” and is in place when there is, or is potential for, a significant event pending or there is
information available but not yet disclosed.
The “Blackout Period” is:
a) for quarterly financial results, the period beginning at the end of the trading day that is three (3) weeks after the end of the quarter and
ending at the end of the first trading day after the financial results are publicly disclosed.  This Blackout Period applies to all directors,
officers,  finance and accounting staff and corporate communications staff directly involved in the dissemination of the financial results;
b) for annual financial results, the period beginning at the end of the trading day that is five (5) weeks after the end of the fiscal year and
ending at the end of the first trading day after the annual financial results are publicly disclosed.  This Blackout Period applies to all
directors, officers, finance and accounting staff, corporate communications staff directly involved, and other Company’s employees as
determined by senior management;
c)
for news releases, other than financial results, one full trading day immediately following the time of the announcement.  This Blackout
Period applies to all directors and officers and other employees as determined by senior management; or
d) any other time and for any length of time as deemed necessary by the Company’s Board of Directors, Chief Executive Officer or Chief
Financial Officer.
The trading restrictions of a Blackout Period shall not be applicable to trading activities pursuant to a pre-approved trading plan that complies
with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and an “automatic securities purchase plan,” as defined in National
Instrument 55-104, provided such trading plan (1) is in writing; (2) was submitted to the Company for review prior to its adoption; and (3) was
not adopted during a Blackout Period or at a time when the person was in possession of material non-public information.
All efforts will be made to advise of Blackout Periods as soon as possible, however, it is your responsibility to ensure that you are not in
violation of the prohibition against trading during a Blackout Period by pre-clearing transactions in accordance with this Policy.
PRE-CLEARANCE
Because  “Insiders” for U.S. reporting purposes (as such term is defined below under the heading “Insider Reporting Obligations – U.S.
Reporting Obligations – Who is an Insider”) are likely to obtain material non-public information on a regular basis, such persons must

6
not, directly or indirectly, trade in securities of the Company without first obtaining prior approval from the Chief Financial Officer or such person
as she or he may designate (the “Pre-Clearance Designee”). The Chief Financial Officer or Pre-Clearance Designee shall record the date each
request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain
valid until the close of trading two business days following the day on which it was granted. If the transaction does not occur during the two-day
period, pre-clearance of the transaction must be re-requested.  Pre-clearance is not required for purchases and sales of securities under a Pre-
Approved Trading Plan (as defined below). With respect to any purchase or sale under a Pre-Approved Trading Plan, the third party effecting
transactions on behalf of the Insider should be instructed to send duplicate confirmations of all such transactions to the Chief Financial Officer
or Pre-Clearance Designee.
PRE-APPROVED TRADING PLANS
Notwithstanding any of the prohibitions contained in this Policy, Company Personnel may trade in Company securities at any time pursuant to a
trading plan that has been properly adopted and is properly administered in accordance with Rule 10b5-1 under the United States Securities
Exchange Act of 1934, as amended (a “Rule 10b5-1 Plan”) and an automatic securities purchase plan, as defined in National Instrument 55-
104 (an “Automatic Securities Purchase Plan,” and together with a Rule 10b5-1 Plan, a “Pre-Approved Trading Plan”).  All adopted Pre-
Approved Trading Plans must comply with all applicable policies established by the Company, in addition to complying with applicable
Canadian and United States laws.
The rules applicable to Pre-Approved Trading Plans are complex and technical in nature, so you should not employ a Pre-Approved Trading
Plan without obtaining advice from legal counsel.  A Pre-Approved Trading Plan may not be adopted at any time when you are aware of
material non-public information or are subject to a Blackout Period.
Prior to adopting or terminating a Pre-Approved Trading Plan, all directors and officers of the Company or any subsidiary of the Company must
confer with, and, if applicable, provide a copy of the proposed contract to, the Chief Financial Officer.
The Company reserves the right to consider and determine whether public announcement of a Pre-Approved Trading Plan should be made.
INSIDER REPORTING OBLIGATIONS
Canadian and U.S. securities laws impose reporting requirements on certain insiders of the Company.  “Insiders” are defined separately under
the Canadian and U.S. securities laws and you may be subject to separate reporting requirements in both Canada and the U.S., regardless of
citizenship.  If you are a reporting insider, you are personally responsible for compliance with reporting requirements under applicable
securities laws. The following summary is offered for informational purposes only and is not a substitute for legal advice regarding your
individual circumstances.

7
Canadian Securities Law Obligations
Who has to file reports?
For Canadian reporting obligation purposes, “Insider” means a director, officer or 10% shareholder of the Company and a director or officer of a
company that is an insider or a subsidiary of the Company.
“Reporting Insider” means (i) the CEO, CFO and COO of the Company, of a 10% shareholder of the Company and of a major subsidiary of the
Company; (ii) directors of the Company, of a 10% shareholder and of a major subsidiary of the Company; (iii) a person responsible for a
principal business unit, division or function of the Company; (iv) a 10% shareholder of the Company; (v) an individual performing any of the
foregoing functions; and (vi) any other insider that in the ordinary course receives or has access to information as to material facts or material
changes about the Company before they are generally disclosed and that directly or indirectly exercises, or has the ability to exercise,
significant power or influence over the business, operations, capital or development of the Company.
When do you have to report?
Insider reports must be filed within 5 calendar days (which includes weekends and holidays) of any change in the reporting insider’s beneficial
ownership of such securities.  The deadline begins to run on the date of the trade, not the date of the settlement.
An initial insider report must be completed within 10 calendar days of the date a person becomes a reporting insider (provided that an insider
who does not own or control securities of the Company at that time is not required to file a “nil” report).
You must also file and update your insider profile (i) if there is a change in the Company’s name, in your relationship to the Company or if you
cease to be a reporting insider within 10 calendar days of the event, or (ii) if there is any other change to your profile, at the time you next file
an insider report.
How do you report?
Insider reports are completed by accessing www.sedi.ca and registering as a SEDI user.  You will thereafter login as a registered user and
complete the filing online.
What do you have to report?
Each reporting insider is required to file reports with the Canadian securities commissions and the TSX (the “Regulators”) as to his or her direct
or indirect beneficial ownership of or control or direction over any securities of the Company.  This includes, but is not limited to, purchases and
sales of such securities, the grant and exercise of stock options, the exercise of warrants, the conversion or exchange of other securities, the
acquisition of underlying securities on the exercise of options, warrants or other convertible or exchangeable securities, and the sale of shares
acquired upon exercise of stock options.  The following is the information required for filing insider reports:
(a) Security designation (i.e. common shares, preferred shares, stock options);
(b) Ownership type and registered holder (if applicable); ownership type includes:

8
●
Direct ownership – indicates that the security is held directly; for example, the reporting insider holds the securities in an account
with a broker and the account is in his/her name;
●
Indirect ownership – indicates that the security is held indirectly; for example, the reporting insider beneficially owns common shares
in Western Coal but the registered owner is another entity, such as a holding company that the reporting insider owns;
●
Control or direction – indicates that the insider has control or direction over a security.   The reporting insider has control or direction
if, directly or indirectly, he/she has or shares voting power or investment power through any contract, arrangement, understanding or
relationship.  For example, the reporting insider may have been granted authority to vote or trade securities owned by family
members, friends or associates.
(c) Opening balance of securities held;
(d) Date of transaction;
(e) Nature of transaction – for example, acquisitions and dispositions (open market or private), grants of options, gifts, inheritances, exercises
of options, sale of shares acquired upon exercise of options;
(f) Number/value of securities acquired or disposed;
(g) Unit price or exercise price;
(h) Type of currency;
(i) Closing balance of securities held.
U.S. Securities Law Obligations
Who has to file reports?
For U.S. securities law purposes, “Insider” means a director, executive officer or a shareholder who beneficially owns greater than 10% of any
class of equity securities of the Company.
When do you have to report?
An initial insider report on Form 3 must be completed within 10 calendar days of the date you become an insider.  A Form 3 must be filed
even if you do not beneficially own any securities of the Company.
Changes in your beneficial ownership of equity securities of the Company must be reported to the SEC and to the Company on a Form 4
(unless the transaction is exempted from the Form 4 reporting requirement under applicable rules) by the second business day after the
execution of the transaction
Form 5 is an annual form that is required to be filed electronically with the SEC and the Company on or before the 45th calendar day after the
end of the Company’s fiscal year.  No Form 5 is required to be filed if you have already reported all reportable transactions on a Form 4 (as
described in greater detail below).

9
How do you report?
You must timely notify the Chief Financial Officer of the Company of any event that would require the filing of a report pursuant to this section.
Each insider is responsible for the accuracy and timeliness of his or her reporting requirements.
What do you have to report?
Initial Report:  Form 3.  You are required to file with the SEC an initial statement of your beneficial ownership of equity securities of the
Company upon becoming an Insider.  When filing a Form 3, you must include any equity securities of the Company beneficially owned by you,
including securities held by your spouse, minor children, other family members sharing your household or other persons or entities whose
securities you are deemed to beneficially own (discussed below), and your holdings of “derivative securities” of the Company.  “Derivative
securities” include options, warrants, convertible securities, puts, calls, SARs, phantom stock units, equity swaps, and other rights or obligations
with respect to the purchase or sale of any equity security of the Company.
Subsequent Reports:  Form 4
Report of changes in beneficial ownership.  Generally, changes in your beneficial ownership of equity securities of the Company must be
reported to the SEC and to the Company on a Form 4 unless the transaction is exempted from the Form 4 reporting requirement under
applicable U.S. securities laws.  Most transactions are required to be filed on Form 4.
Reportable transactions.  Transactions that generally must be reported on Form 4 include:
●
the grant of stock options, restricted stock or other stock awards;
●
the exercise or conversion of stock options, puts, calls, SARs, phantom stock units or other derivative securities;
●
a tax withholding transaction under a Company stock plan or employee benefit plan involving stock of the Company;
●
the allocation of phantom stock units relating to Company stock under a nonqualified deferred compensation plan;
●
the transfer of funds into or out of the Company stock fund under the 401(k) plan or deferred compensation plan;
●
purchases and sales of the Company stock held in your name or in “street name,” including purchases and sales made under a Pre-
Approved Trading Plan;
●
transactions involving shares held by your spouse, your minor children, other relatives who share your household, or other persons
or entities if you have a direct or indirect “pecuniary interest” in the shares (discussed below);

10
●
the foreclosure of stock of the Company pledged to secure a loan;
●
the acquisition of any equity security of the Company, including any option, put, call, equity swap or other right or obligation with
respect to the purchase or sale of any equity security of the Company, even if not presently exercisable; and
●
any other acquisition or disposition of stock of the Company or related derivative securities not exempt from U.S. securities laws
reporting obligations.
A change of beneficial ownership must be reported even if, as a result of offsetting acquisitions and dispositions, there is no net change in your
beneficial ownership.
Transactions in Company stock plans.  Transactions in Company stock plans or employee benefit plans may present special reporting and
liability considerations under U.S. securities laws and the rules relating to these transactions are complex.  Please contact the Company’s
Chief Financial Officer to determine how and when any of these transactions must be reported.
Reports after ceasing to be an Insider.  You also may need to file a Form 4 even after you cease to be a director or executive officer if you
engage in a transaction not exempt from U.S. securities laws that occurs after you cease to be an insider.  A person filing a report on Form 4 or
Form 5 (discussed below) who has ceased to be a director or executive officer must indicate in a box on the Form that the person is exiting the
reporting system. Please contact the Company’s Chief Financial Officer to determine how and when any of these transactions must be
reported.
Annual Reports:  Form 5.  Transactions subject to annual reporting on Form 5 include certain transactions exempt from the recovery of short-
swing profits (e.g., gifts and inheritances) and transactions that should have been reported previously, but were not.  Alternatively, these
transactions may be reported voluntarily on a Form 4 at an earlier date.  No Form 5 is required to be filed if all reportable transactions have
already been reported on a Form 4.  However, in that event, you will be required to provide a written representation to the Company confirming
that no Form 5 is required to be filed.
COMPLIANCE
Your actions with respect to matters governed by this Policy are significant indications of your judgment, ethics, and competence. Any actions in
violation of this Policy may be grounds for disciplinary action, up to and including immediate dismissal, as well as exposure to civil and criminal
liability.
Amended and restated: October 23, 2012, with effect from December 1, 2012

Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
Name of Subsidiary
    
 JurisdicƟon of OrganizaƟon
 
NovaCopper US Inc. (dba Trilogy Metals US)
 Delaware
Ambler Metals LLC (50% owned by NovaCopper US Inc.)
 Delaware
995 ExploraƟon Inc.
Delaware

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporaƟon by reference in the RegistraƟon Statement on Form S-8 (No. 333-283334, No. 333-279685, 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 our report dated February 13, 2025 relaƟng to the consolidated
ﬁnancial statements of Trilogy Metals Inc. which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 13, 2025

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporaƟon by reference in the RegistraƟon Statement on Form S-8 (No. 333-283334, No. 333-279685, 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  our report dated February 13, 2025 relaƟng to the  ﬁnancial
statements of Ambler Metals LLC, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 13, 2025

Exhibit 23.2
CONSENT OF RICHARD GOSSE
I hereby consent to the inclusion in this Annual Report on Form 10-K, which is being ﬁled with the United States SecuriƟes and Exchange Commission, of references to my name
and to the use of the scienƟﬁc and technical informaƟon included in Trilogy Metals Inc.’s Annual Report on Form 10-K for the year ended November 30, 2024 aƩributed to me.
 
I also consent to the incorporaƟon by reference in Trilogy Metals Inc.’s RegistraƟon Statements on Form S-8 (No. 333-181020, No. 333-188950, No. 333-205102, No. 333-
208149, No. 333-234417, No. 333-257095, No. 333-275828, No. 333-279685 and No. 333-283334) and the RegistraƟon Statement on Form S-3 (No. 333-234164) of references
to my name and to the use of the scienƟﬁc and technical informaƟon included in the Annual Report on Form 10-K as described above aƩributed to me.
DATED: February 12, 2025
 
 
 
/s/ Richard Gosse
 
Richard Gosse
 

Exhibit 23.3
CONSENT OF WOOD CANADA LIMITED
In connecƟon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2024 thereto (collecƟvely, the “Form 10-K”), the
undersigned consents to:
i.
the use of the technical report summary Ɵtled ArƟc Project, S-K 1300 Technical Report Summary, Ambler Mining District, Alaska, with a report
date of November 30, 2022 (the “ArcƟc TRS”) as referenced in the Form 10-K;
ii.
the ﬁling and use of the technical report summary Ɵtled the S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite
Project, Northwest Alaska, USA, dated November 30, 2024 (the “Bornite TRS”) as referenced in the Form 10-K;
iii.
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
RegulaƟon S-K promulgated by the SecuriƟes and Exchange Commission), in connecƟon with the ArcƟc TRS, Bornite TRS, Form 10-K and the
RegistraƟon Statements on Form S-8 (No. 333-279685, No. 333-283334, No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149,
No. 333-205102, No. 333-188950 and No. 333-181020) (the “RegistraƟon Statements”); and
iv.
any extracts or summaries of the ArcƟc TRS and Bornite TRS included or incorporated by reference in the Form 10-K and the use of any
informaƟon derived, summarized, quoted or referenced from the ArcƟc TRS and Bornite TRS, or porƟons thereof, that was prepared by us, that
is included or incorporated by reference in the Form 10-K and which is incorporated by reference in the RegistraƟon Statements.
Date: February 13, 2025
Signed on behalf of Wood Canada Limited
/s/ Greg Gosson
Greg Gosson, Technical Director, Geology & Compliance
and authorized signor for Wood Canada Limited

Exhibit 23.4
CONSENT OF AUSENCO ENGINEERING CANADA ULC.
In connecƟon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2024 and any amendments or supplements
and/or exhibits thereto (collecƟvely, the “Form 10-K”), the undersigned consents to:
i.
the use of the technical report summary Ɵtled ArcƟc Project, Technical Report Summary, Ambler Mining District, Alaska, with a report date of
November 30, 2022 (the “ArcƟc TRS”) as referenced in the Form 10-K;
ii.
the ﬁling and use of the technical report summary Ɵtled the S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite
Project, Northwest Alaska, USA, dated November 30, 2024 (the “Bornite TRS”) as referenced in the Form 10-K;
iii.
the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of RegulaƟon S-K
promulgated by the SecuriƟes and Exchange Commission), in connecƟon with the ArcƟc TRS, Bornite TRS, Form 10-K and the RegistraƟon
Statements on Form S-8 (No. 333-279685, No. 333-283334, No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-
205102, No. 333-188950 and No. 333-181020) (the “RegistraƟon Statements”); and
iv.
any extracts or summaries of the ArcƟc TRS and Bornite TRS included or incorporated by reference in the Form 10-K and the use of any
informaƟon derived, summarized, quoted or referenced from the ArcƟc TRS and Bornite TRS, or porƟons thereof, that was prepared by us, that
we supervised the preparaƟon 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 RegistraƟon Statements.
Dated February 12, 2025
/s/ Ausenco Engineering Canada ULC.
Ausenco Engineering Canada ULC.

Exhibit 23.5
CONSENT OF SRK CONSULTING (CANADA) INC.
In connecƟon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2024 and any amendments or supplements
and/or exhibits thereto (collecƟvely, the “Form 10-K”), the undersigned consents to:
i.
the use of the technical report summary Ɵtled ArcƟc Project, Technical Report Summary, Ambler Mining District, Alaska, with a report date of
November 30, 2022 (the “ArcƟc TRS”) as referenced in the Form 10-K;
ii.
the ﬁling and use of the technical report summary Ɵtled the S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite
Project, Northwest Alaska, USA dated November 30, 2024 (the “Bornite TRS”) as referenced in the Form 10-K; 
iii.
the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of RegulaƟon S-K
promulgated by the SecuriƟes and Exchange Commission), in connecƟon with the ArcƟc TRS, Bornite TRS, Form 10-K and the RegistraƟon
Statements on Form S-8 (No. 333-279685, No. 333-283334, No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-
205102, No. 333-188950 and No. 333-181020) (the “RegistraƟon Statements”); and
iv.
any extracts or summaries of the ArcƟc TRS and Bornite TRS included or incorporated by reference in the Form 10-K and the use of any
informaƟon derived, summarized, quoted or referenced from the ArcƟc TRS and Bornite TRS, or porƟons thereof, that was prepared by us, that
we supervised the preparaƟon 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 RegistraƟon Statements.
Date: February 13, 2025
    /s/ SRK ConsulƟng (Canada) Inc.
SRK ConsulƟng (Canada) Inc.

Exhibit 23.6
CONSENT OF BROWN AND CALDWELL
In connecƟon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2024 and any amendments or supplements and/or exhibits thereto
(collecƟvely, the “Form 10-K”), the undersigned consents to:
i.
the use of the technical report summary Ɵtled ArcƟc Project, Technical Report Summary, Ambler Mining District, Alaska, with a report date of November 30, 2022 (the
“ArcƟc TRS”) as referenced in the Form 10-K;
ii.
the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of RegulaƟon S-K promulgated by the
SecuriƟes and Exchange Commission), in connecƟon with the ArcƟc TRS, Form 10-K and the RegistraƟon Statements on Form S-8 (No. 333-279685, No. 333-283334,
No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-205102, No. 333-188950 and No. 333-181020) (the “RegistraƟon Statements”); and
iii.
any extracts or summaries of the ArcƟc TRS included or incorporated by reference in the Form 10-K and the use of any informaƟon derived, summarized, quoted or
referenced from the ArcƟc TRS, or porƟons thereof, that was prepared by us, that we supervised the preparaƟon 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 RegistraƟon Statements.
Date: February 12, 2025
/s/ Dennis Fink   for
Brown and Caldwell

Exhibit 23.7
CONSENT OF CORE GEOSCIENCE LLC
In connecƟon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2024 and any amendments or supplements and/or exhibits thereto
(collecƟvely, the “Form 10-K”), the undersigned consents to:
i.
the ﬁling and use of the technical report summary Ɵtled the S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite Project, Northwest Alaska,
USA, dated November 30, 2024 (the “Bornite TRS”) as referenced in the Form 10-K;
ii.
the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of RegulaƟon S-K promulgated by the
SecuriƟes and Exchange Commission), in connecƟon with the Bornite TRS, Form 10-K and the RegistraƟon Statements on Form S-8 (No. 333-279685, No. 333-283334,
No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-205102, No. 333-188950 and No. 333-181020) (the “RegistraƟon Statements”); and
iii.
any extracts or summaries of the Bornite TRS included or incorporated by reference in the Form 10-K and the use of any informaƟon derived, summarized, quoted or
referenced from the Bornite TRS, or porƟons thereof, that was prepared by us, that we supervised the preparaƟon 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 RegistraƟon Statements.
Date: February 11, 2025
/s/ Jack J DiMarchi
Core Geoscience LLC

Exhibit 23.8
CONSENT OF INTERNATIONAL METALLURGICAL & ENVIRONMENTAL
In connecƟon with the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30, 2024 and any amendments or supplements and/or exhibits thereto
(collecƟvely, the “Form 10-K”), the undersigned consents to:
i.
the ﬁling and use of the technical report summary Ɵtled the S-K 1300 Technical Report Summary on the IniƟal Assessment of the Bornite Project, Northwest Alaska,
USA, dated November 30, 2024 (the “Bornite TRS”) as referenced in the Form 10-K;
ii.
the use of and references to our name, including our status as an expert or “qualiﬁed person”, (as described in Subpart 1300 of RegulaƟon S-K promulgated by the
SecuriƟes and Exchange Commission), in connecƟon with the Bornite TRS, Form 10-K and the RegistraƟon Statements on Form S-8 (No. 333-279685, No. 333-283334,
No. 333-275828, No. 333-257095, No. 333-234417, No. 333-208149, No. 333-205102, No. 333-188950 and No. 333-181020) (the “RegistraƟon Statements”); and
iii.
any extracts or summaries of the Bornite TRS included or incorporated by reference in the Form 10-K and the use of any informaƟon derived, summarized, quoted or
referenced from the Bornite TRS, or porƟons thereof, that was prepared by us, that we supervised the preparaƟon 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 RegistraƟon Statements.
Date: February 13, 2025
/s/ Jeﬀ AusƟn
InternaƟonal Metallurgical & Environmental

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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.
 By:
/s/ Tony Giardini
  
Tony Giardini
Date: February 14, 2025
 
Chief Executive Officer

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Elaine Sanders, cerƟfy 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 informaƟon included in this report, fairly present in all material respects the ﬁnancial condiƟon, results
of operaƟons and cash ﬂows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other cerƟfying 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 reporƟng (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
informaƟon relaƟng to the registrant, including its consolidated subsidiaries, is made known to us by others within those enƟƟes, parƟcularly during the period in which this
report is being prepared;
(b) Designed such internal control over ﬁnancial reporƟng, or caused such internal control over ﬁnancial reporƟng to be designed under our supervision, to provide
reasonable assurance regarding the reliability of ﬁnancial reporƟng and the preparaƟon of ﬁnancial statements for external purposes in accordance with generally accepted
accounƟng principles;
(c) Evaluated the eﬀecƟveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the eﬀecƟveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluaƟon; and
(d) Disclosed in this report any change in the registrant's internal control over ﬁnancial reporƟng 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 reporƟng; and
5. The registrant’s other cerƟfying oﬃcer(s) and I have disclosed, based on our most recent evaluaƟon of internal control over ﬁnancial reporƟng, to the registrant’s auditors and
the audit commiƩee of the registrant’s board of directors (or persons performing the equivalent funcƟons):
(a) All signiﬁcant deﬁciencies and material weaknesses in the design or operaƟon of internal control over ﬁnancial reporƟng which are reasonably likely to adversely
aﬀect the registrant’s ability to record, process, summarize and report ﬁnancial informaƟon; 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
reporƟng.
By:
/s/ Elaine Sanders
  
Elaine Sanders
Date: February 14, 2025
 
Chief Financial Oﬃcer

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connecƟon with the Annual Report of Trilogy Metals Inc. (the “Company”) on Form 10-K for the year ended November 30, 2024, as ﬁled with the SecuriƟes and Exchange
Commission on the date hereof (the “Report”), I, Tony Giardini, Chief ExecuƟve Oﬃcer of the Company, cerƟfy that:
1. The Report fully complies with the requirements of SecƟon 13(a) or 15(d) of the SecuriƟes Exchange Act of 1934; and
2. The informaƟon contained in the Report fairly presents, in all material respects, the ﬁnancial condiƟon and results of operaƟons of the Company.
Date: February 14, 2025
By:
/s/ Tony Giardini
  
Tony Giardini
  
Chief ExecuƟve Oﬃcer

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connecƟon with the Annual Report of Trilogy Metals Inc. (the “Company”) on Form 10-K for the year ended November 30, 2024, as ﬁled with the SecuriƟes and Exchange
Commission on the date hereof (the “Report”), I, Elaine Sanders, Chief Financial Oﬃcer of the Company, cerƟfy that:
1. The Report fully complies with the requirements of SecƟon 13(a) or 15(d) of the SecuriƟes Exchange Act of 1934; and
2. The informaƟon contained in the Report fairly presents, in all material respects, the ﬁnancial condiƟon and results of operaƟons of the Company.
Date: February 14, 2025
By:
/s/ Elaine Sanders
  
Elaine Sanders
  
Chief Financial Oﬃcer

1
Exhibit 97.1
TRILOGY METALS INC.
INCENTIVE COMPENSATION RECOVERY POLICY
1.
IntroducƟon.
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 compensaƟon philosophy. The
Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incenƟve compensaƟon in the event that the
Company is required to prepare an accounƟng restatement due to material noncompliance of the Company with any ﬁnancial reporƟng
requirements under the federal securiƟes laws (the “Policy”). This Policy is designed to comply with SecƟon 10D of the SecuriƟes Exchange Act
of 1934, as amended (the “Exchange Act”), related rules and the lisƟng standards of the NYSE American or any other securiƟes exchange on
which the Company’s shares are listed in the future.
2.
AdministraƟon.
This Policy shall be administered by the Board or, if so designated by the Board, the CompensaƟon CommiƩee (the “CommiƩee”), in which
case, all references herein to the Board shall be deemed references to the CommiƩee. Any determinaƟons made by the Board shall be ﬁnal and
binding on all aﬀected individuals.
3.
Covered ExecuƟves.
Unless and unƟl the Board determines otherwise, for purposes of this Policy, the term “Covered ExecuƟve” means a current or former
employee who is or was idenƟﬁed by the Company as the Company’s president, principal ﬁnancial oﬃcer, principal accounƟng oﬃcer (or if
there is no such accounƟng oﬃcer, the controller), any vice-president of the Company in charge of a principal business unit, division, or
funcƟon (such as sales, administraƟon, or ﬁnance), any other oﬃcer who performs a policy-making funcƟon, or any other person (including any
execuƟve oﬃcer of the Company’s subsidiaries or aﬃliates) who performs similar policy-making funcƟons for the Company. “Policy-making
funcƟon” excludes policy-making funcƟons that are not signiﬁcant.   “Covered ExecuƟves” will include, at minimum, the execuƟve oﬃcers
idenƟﬁed by the Company pursuant to Item 401(b) of RegulaƟon S-K of the Exchange Act.  For the avoidance of doubt, “Covered ExecuƟves”
will include at least the following Company oﬃcers:  Chief ExecuƟve Oﬃcer and Chief Financial Oﬃcer.
This Policy covers IncenƟve CompensaƟon received by a person aŌer beginning service as a Covered ExecuƟve and who served as a Covered
ExecuƟve at any Ɵme during the performance period for that IncenƟve CompensaƟon.
4.
Recovery: AccounƟng Restatement.
In the event of an “AccounƟng Restatement,” the Company will recover reasonably promptly any excess IncenƟve CompensaƟon received by
any Covered ExecuƟve during the three completed

2
ﬁscal years immediately preceding the date on which the Company is required to prepare an AccounƟng Restatement, including transiƟon
periods resulƟng from a change in the Company’s ﬁscal year as provided in Rule 10D-1 of the Exchange Act.  IncenƟve CompensaƟon is
deemed “received” in the Company’s ﬁscal period during which the Financial ReporƟng Measure speciﬁed in the IncenƟve CompensaƟon
award is aƩained, even if the payment or grant of the IncenƟve CompensaƟon occurs aŌer the end of that period.
(a)
DeﬁniƟon of AccounƟng Restatement.
For the purposes of this Policy, an “AccounƟng Restatement” means the Company is required to prepare an accounƟng
restatement of its ﬁnancial statements ﬁled with the SecuriƟes and Exchange Commission (the “SEC”) due to the Company’s
material noncompliance with any ﬁnancial reporƟng requirements under the federal securiƟes laws (including any required
accounƟng 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 leŌ
uncorrected in the current period).
The determinaƟon of the Ɵme when the Company is “required” to prepare an AccounƟng Restatement shall be made in
accordance with applicable SEC and naƟonal securiƟes exchange rules and regulaƟons.
An AccounƟng Restatement does not include situaƟons in which ﬁnancial statement changes did not result from material non-
compliance with ﬁnancial reporƟng requirements, such as, but not limited to retrospecƟve: (i) applicaƟon of a change in
accounƟng principles; (ii) revision to reportable segment informaƟon due to a change in the structure of the Company’s internal
organizaƟon; (iii) reclassiﬁcaƟon due to a disconƟnued operaƟon; (iv) applicaƟon of a change in reporƟng enƟty, such as from a
reorganizaƟon of enƟƟes under common control; (v) adjustment to provision amounts in connecƟon with a prior business
combinaƟon; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
(b)
DeﬁniƟon of IncenƟve CompensaƟon.
For purposes of this Policy, “IncenƟve CompensaƟon” means any compensaƟon that is granted, earned, or vested based wholly
or in part upon the aƩainment of a Financial ReporƟng Measure, including, for example, bonuses or awards under the
Company’s short and long-term incenƟve plans, grants and awards under the Company’s equity incenƟve plans, and
contribuƟons of such bonuses or awards to  the Company’s deferred compensaƟon plans or other employee beneﬁt plans.
 IncenƟve CompensaƟon does not include awards which are granted, earned and vested without regard to aƩainment of
Financial ReporƟng Measures, such as Ɵme-vesƟng awards, discreƟonary awards and awards based wholly on subjecƟve
standards, strategic measures or operaƟonal measures.

3
(c)
Financial ReporƟng Measures.
“Financial ReporƟng Measures” are those that are determined and presented in accordance with the accounƟng 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 ReporƟng 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 consƟtute a Financial ReporƟng Measure for purposes of this Policy.
(d)
Excess IncenƟve CompensaƟon: Amount Subject to Recovery.
The amount(s) to be recovered from the Covered ExecuƟve will be the amount(s) by which the Covered ExecuƟve’s IncenƟve
CompensaƟon for the relevant period(s) exceeded the amount(s) that the Covered ExecuƟve otherwise would have received had
such IncenƟve CompensaƟon been determined based on the restated amounts contained in the AccounƟng Restatement.  All
amounts shall be computed without regard to taxes paid.
For IncenƟve CompensaƟon based on Financial ReporƟng Measures such as stock price or total shareholder return, where the
amount of excess compensaƟon is not subject to mathemaƟcal recalculaƟon directly from the informaƟon in an AccounƟng
Restatement, the Board will calculate the amount to be reimbursed based on a reasonable esƟmate of the eﬀect of the
AccounƟng Restatement on such Financial ReporƟng Measure upon which the IncenƟve CompensaƟon was received. The
Company will maintain documentaƟon of that reasonable esƟmate and will provide such documentaƟon to the applicable
naƟonal securiƟes exchange.
(e)
Method of Recovery.
The Board will determine, in its sole discreƟon, the method(s) for recovering reasonably promptly excess IncenƟve
CompensaƟon hereunder, subject to applicable law.  Such methods may include, without limitaƟon, subject to applicable law:
(i)
requiring reimbursement of compensaƟon previously paid;
(ii)
forfeiƟng any compensaƟon contribuƟon made under the Company’s deferred compensaƟon plans, as well as any
matching amounts and earnings thereon;
(iii)
oﬀseƫng the recovered amount from any compensaƟon that the Covered ExecuƟve 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 compensaƟon paid or deferred into tax–qualiﬁed plans or plans subject to the Employee ReƟrement Income
Security Act of

4
1974 (collecƟvely, “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 acƟon permiƩed by law, as determined by the Board; or
(v)
some combinaƟon of the foregoing.
5.
No IndemniﬁcaƟon or Advance.
Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering
any potenƟal losses, any Covered ExecuƟves against the loss of any erroneously awarded IncenƟve CompensaƟon, nor shall the Company
advance any costs or expenses to any Covered ExecuƟves in connecƟon with any acƟon to recover excess IncenƟve CompensaƟon.
6.
InterpretaƟon.
The Board is authorized to interpret and construe this Policy and to make all determinaƟons necessary, appropriate or advisable for the
administraƟon of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of SecƟon 10D of
the Exchange Act and any applicable rules or standards adopted by the SEC or any naƟonal securiƟes exchange on which the Company's
securiƟes are listed.
7.
EﬀecƟve Date.
The Board adopted this Policy on October 13, 2023. This Policy applies to IncenƟve CompensaƟon received by Covered ExecuƟves on or aŌer
October 2, 2023 (the “EﬀecƟve Date”) that results from aƩainment of a Financial ReporƟng Measure based on or derived from ﬁnancial
informaƟon for any ﬁscal period ending on or aŌer the EﬀecƟve Date.  In addiƟon, this Policy is intended to be and will be incorporated as an
essenƟal term and condiƟon of any IncenƟve CompensaƟon agreement, plan or program that the Company establishes or maintains on or aŌer
the EﬀecƟve Date.
8.
Amendment and TerminaƟon.
The Board may amend this Policy from Ɵme to Ɵme in its discreƟon, and shall amend this Policy as it deems necessary to reﬂect changes in
regulaƟons adopted by the SEC under SecƟon 10D of the Exchange Act and to comply with any rules or standards adopted by the NYSE
American or any other securiƟes 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 ExecuƟve is required
to complete the Receipt and Acknowledgement aƩached as Schedule A to this Policy. The Board may require that any employment agreement
or similar agreement relaƟng to IncenƟve CompensaƟon received on or aŌer the EﬀecƟve Date shall, as a condiƟon to the grant of any beneﬁt
thereunder, require a Covered ExecuƟve to agree to abide

5
by the terms of this Policy. Any right of recovery under this Policy is in addiƟon to, and not in lieu of, any (i) other remedies or rights of
compensaƟon recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or
similar agreement relaƟng to IncenƟve CompensaƟon, 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 addiƟon to (and not in lieu of) any rights to repayment the
Company may have under SecƟon 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.
10.
ImpracƟcability.
The Company shall recover any excess IncenƟve CompensaƟon in accordance with this Policy, except to the extent that certain condiƟons are
met and the Board has determined that such recovery would be impracƟcable, all in accordance with Rule 10D-1 of the Exchange Act and the
NYSE American or any other securiƟes 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 ExecuƟves and their beneﬁciaries, heirs, executors, administrators or
other legal representaƟves.

6
Schedule A
INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
RECEIPT AND ACKNOWLEDGEMENT
I, __________________________________________, hereby acknowledge that I have received and read a copy of the IncenƟve CompensaƟon
Recovery Policy. As a condiƟon of my receipt of any IncenƟve CompensaƟon as deﬁned in the Policy, I hereby agree to the terms of the Policy. I
further agree that if recovery of excess IncenƟve CompensaƟon is required pursuant to the Policy, the Company shall, to the fullest extent
permiƩed by governing laws, require such recovery from me up to the amount by which the IncenƟve CompensaƟon received by me, and
amounts paid or payable pursuant or with respect thereto, consƟtuted excess IncenƟve CompensaƟon.  If any such reimbursement, reducƟon,
cancelaƟon, forfeiture, repurchase, recoupment, oﬀset against future grants or awards and/or other method of recovery does not fully saƟsfy
the amount due, I agree to immediately pay the remaining unpaid balance to the Company.
Signature
Date