As filed with the Securities and Exchange
Commission on September 15, 2017
Registration
No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRILOGY
METALS Inc.
(Exact name of registrant as specified
in its charter)
British Columbia
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98-1006991
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Suite 1150, 609
Granville Street
Vancouver, British Columbia
Canada, V7Y 1G5
(604) 638-8088
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
DL Services, Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104-7043
(206) 903-8800
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Kimberley R. Anderson
Dorsey & Whitney LLP
701 5th Avenue, Suite 6100
Seattle, Washington 98104
(206) 903-8800
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Trisha Robertson
595 Burrard Street
Suite 2600, Three Bentall Centre
Vancouver, British Columbia, Canada
V7X 1L3
(604) 631-3300
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Riccardo Leofanti
Skadden, Arps, Slate, Meagher & Flom
LLP
222 Bay Street, Suite 1750
Toronto, Ontario, Canada
M5K 1J5
(416) 777-4700
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From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.
¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box.
x
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
x
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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities To Be Registered(1)
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Amount to be
Registered (1) (2)
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Proposed
Maximum
Aggregate Price
Per Unit (2)
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Proposed
Maximum
Aggregate
Offering
Price (2) (3)
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Amount of
Registration
Fee (4)
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Common Shares, no par value
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Warrants to Purchase Common Shares
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Share Purchase Contracts
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Share Purchase or Equity Units
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Total
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$
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50,000,000
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$
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5,795
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1.
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There are being registered hereunder such indeterminate number of common shares, such indeterminate number of warrants to purchase
common shares, such indeterminate amount of share purchase contracts and such indeterminate amount of share purchase or equity
units as will have an aggregate initial offering price not to exceed $50,000,000. Any securities registered hereunder
may be sold separately or together with other securities registered hereunder, at times, in amounts, at prices and on terms to
be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement. The securities
registered also include such indeterminate amounts and numbers of shares of common stock as may be issued upon exercise of warrants
or pursuant to anti-dilution provisions of any such securities. The securities registered also include, pursuant to Rule 416 under
the Securities Act of 1933, as amended (the “Securities Act”), such additional number of shares of common shares that
may become issuable as a result of any stock split, stock dividends or similar event.
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2.
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Not applicable pursuant to Form S-3 General Instruction II.D.
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3.
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The Registrant is hereby registering an indeterminate amount and number of each identified class of the identified securities
up to a proposed maximum aggregate offering price of $50,000,000, which may be offered from time to time at indeterminate prices,
including securities that may be purchased by underwriters. The Registrant has estimated the proposed maximum aggregate
offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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4.
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The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act. Pursuant to Rule 457(p) under
the Securities Act, this filing fee is being offset by a filing fee in the amount of $13,640 paid by the Registrant with respect
to $100,000,000 of unsold securities in connection with its filing of a registration statement on Form S-3 (Registration No. 333-185127),
originally filed on November 23, 2012, as amended by that Amendment No. 1 to Form S-3 filed on March 11, 2013 and declared effective
on March 14, 2013. Accordingly, the $5,795 registration fee in connection with this registration statement is offset against the
$13,640 registration fee previously paid, resulting in a filing fee of $0 that is currently due in connection with the securities
registered hereunder, with $7,845 remaining to be applied to future filings.
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that
this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until
the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement
contains a prospectus relating to an offering of our securities in the United States, together with separate prospectus pages relating
to an offering of securities in Canada. The U.S. prospectus and the Canadian prospectus will be substantially identical except
for the cover page and the table of contents, and except that the Canadian prospectus includes certain disclosure required by Canadian
securities laws and a “Certificate of the Company”. The complete U.S. prospectus is included herein and is followed
by those alternate and additional pages to be used solely in the Canadian prospectus. Each of the alternate pages for the Canadian
prospectus included in this registration statement has been labeled "[Alternate Page for Canadian Prospectus]". Each
of the additional pages for the Canadian prospectus included in this registration statement has been labeled “[Additional
Page for Canadian Prospectus]”.
The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer
or sale is not permitted.
SUBJECT
TO COMPLETION, DATED SEPTEMBER 15, 2017
$50,000,000
Common Shares
Warrants to Purchase Common Shares
Share Purchase Contracts
Share Purchase or Equity Units
We may offer and issue from time to time
common shares (the “Common Shares”), warrants to purchase Common Shares (the “Warrants”), share purchase
contracts and share purchase or equity units (all of the foregoing, collectively, the “Securities”) or any combination
thereof up to an aggregate initial offering price of $50,000,000 in one or more transactions under this shelf prospectus (which
we refer to as the “Prospectus”). Securities may be offered separately or together, at times, in amounts, at prices
and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus
supplement (a “Prospectus Supplement”).
This Prospectus provides you with a general
description of the Securities that we may offer. Each time we offer Securities, we will provide you with a Prospectus Supplement
that describes specific information about the particular Securities being offered and may add, update or change information contained
or incorporated by reference in this Prospectus. You should read both this Prospectus and the Prospectus Supplement, together with
the additional information which is incorporated by reference into this Prospectus and the Prospectus Supplement.
Our outstanding common shares are listed
and posted for trading on the Toronto Stock Exchange (“TSX”) and the NYSE American LLC (“NYSE American”,
previously the NYSE MKT LLC), under the symbol “TMQ”. On September 14, 2017, the last reported sale price of the Common
Shares on the NYSE American was $1.00 per Common Share and on the TSX was Cdn$1.22 per Common Share. Unless otherwise specified
in the applicable Prospectus Supplement, Securities other than the Common Shares will not be listed on any securities exchange.
There is currently no market through which the Securities, other than the Common Shares, may be sold and you may not be able
to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing
of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities,
and the extent of issuer regulation.
The offering of Securities hereunder is subject to approval of certain legal matters on
our behalf by Blake, Cassels & Graydon LLP, with respect to Canadian legal matters, and Dorsey & Whitney LLP, with respect
to U.S. legal matters and, except as otherwise set forth in any Prospectus Supplement, on behalf of any underwriters or agents
by Skadden, Arps, Slate, Meagher & Flom LLP with respect to U.S. legal matters.
Investing in our securities involves
a high degree of risk. You should carefully read the
‘‘
Risk Factors
’’
section beginning
on page 3 of this Prospectus and carefully consider the discussion of risks and uncertainties under the heading “
Risk
Factors
” contained in any applicable Prospectus Supplement and in the documents that are incorporated by reference.
These Securities have not been approved
or disapproved by the U.S. Securities and Exchange Commission (“SEC”) or any state securities commission nor has the
SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus or any applicable Prospectus Supplement. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is September
15, 2017.
TABLE OF
CONTENTS
ABOUT
THIS PROSPECTUS
This Prospectus is a part of a registration
statement that we have filed with the SEC utilizing a “shelf” registration process. Under this shelf registration
process, we may sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate
initial offering price of $50,000,000. The specific terms of the Securities with respect to a particular offering will be set out
in the applicable Prospectus Supplement and may include, where applicable: (i) in the case of Common Shares, the designation of
the particular class and series, the number of common shares offered, the issue price, dividend rate, if any, and any other terms
specific to the Common Shares being offered; (ii) in the case of Warrants, the designation, terms, number of Common Shares issuable
upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and
periods of exercise, the currency in which the Warrants are issued and any other specific terms; (iii) in the case of share purchase
contracts, the designation, number and terms of the Common Shares to be purchased under the share purchase contract, any procedures
that will result in the adjustment of these numbers, the purchase price and purchase date or dates of the Common Shares, any requirements
of the purchaser to secure its obligations under the share purchase contract and any other specific terms; and (iv) in the case
of share purchase or equity units, the terms of the share purchase contract or third party obligations and any other specific terms.
Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate
disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such
Securities.
We may offer and sell Securities to or
through underwriting syndicates or dealers, through agents or directly to purchasers. The Prospectus Supplement for each offering
of Securities will describe in detail the plan of distribution for that offering.
In connection with any offering of the
Securities (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may over-allot or effect transactions
which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open
market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “
Plan of Distribution
”.
Please carefully read both this Prospectus
and any Prospectus Supplement together with the documents incorporated herein by reference under “
Documents Incorporated
by Reference
” and the additional information described below under “
Additional Information
”.
Prospective investors should be aware
that all mineral resource estimates, and any future reserve estimates, included or incorporated by reference in this Prospectus
and any accompanying Prospectus Supplement have been and will be prepared in accordance with applicable Canadian standards, which
differ from U.S. standards. See “
Cautionary Note to United States Investors
”. This Prospectus and the documents
incorporated by reference in this Prospectus contain forward-looking statements and forward-looking information within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. See
“Cautionary
Statement Regarding Forward-Looking Statements
”.
Prospective investors should be aware
that the acquisition of the Securities described herein may have tax consequences. You should read the tax discussion contained
in the applicable Prospectus Supplement and consult your tax advisor with respect to your own particular circumstances.
You should rely only on the information
contained or incorporated by reference in this Prospectus and any Prospectus Supplement. We have not authorized anyone
to provide you with different information. The distribution or possession of this Prospectus in or from certain jurisdictions
may be restricted by law. This Prospectus is not an offer to sell these Securities and is not soliciting an offer to
buy these Securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale
is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained
in this Prospectus is accurate only as of the date of this Prospectus and any information incorporated by reference is accurate
as of the date of the applicable document incorporated by reference, regardless of the time of delivery of this Prospectus or of
any sale of the Securities. Our business, financial condition, results of operations and prospects may have changed
since that date.
In this Prospectus and in any Prospectus
Supplement, unless the context otherwise requires, references to “Trilogy”, the “Company”, “we”,
“us” and “our” refer to Trilogy Metals Inc., either alone or together with our subsidiaries as the context
requires.
Unless stated otherwise or as the context
otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are references to United
States dollars. References to “$” or “US$” are to United States dollars and references to “Cdn$”
are to Canadian dollars. See “
Exchange Rate Information
”. Our financial statements that are incorporated by
reference into this Prospectus and any Prospectus Supplement have been prepared in accordance with accounting principles generally
accepted in the United States.
risk
factors
Investing in the Securities is speculative
and involves a high degree of risk due to the nature of our business and the present stage of exploration of our mineral properties.
The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations
and financial condition and could cause them to differ materially from the estimates described in forward-looking information relating
to Trilogy, or our business, property or financial results, each of which could cause purchasers of Securities to lose all or part
of their investments. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us
or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results
of operations and prospectus. Before deciding to invest in any Securities, investors should consider carefully the risks included
herein and incorporated by reference in this Prospectus (including subsequently filed documents incorporated by reference) and
those described in any Prospectus Supplement.
Risks
Related to Our Securities
Future sales
or issuances of equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power
and reduce our earnings per share.
We may sell additional equity securities
(including through the sale of securities convertible into Common Shares) and may issue additional equity securities to finance
our operations, exploration, development, acquisitions 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 securities or the effect, if any, that future sales
and issuances of equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number
of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common
Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may
experience dilution in our earnings per share.
Our Common
Shares are subject to various factors that have historically made share prices volatile.
The market price of our Common Shares may
be subject to large fluctuations, 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 operating performance and the performance of competitors
and other similar companies; volatility in metal prices; the arrival or departure of key personnel; the number of Common Shares
to be publicly traded after an offering pursuant to any Prospectus Supplement; the public’s reaction to our press releases,
material change reports, other public announcements and our filings with the various securities regulatory authorities; changes
in earnings estimates or recommendations by research analysts who track the Common Shares or the shares of other companies in the
resource sector; changes in general economic and/or political conditions; acquisitions, strategic alliances or joint ventures involving
us or our competitors; and the factors listed under the heading “
Cautionary Statement Regarding Forward-Looking Statements
”.
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 securities, the breadth of the public market for the Common Shares
and the attractiveness of alternative investments.
Use of Proceeds
While detailed information regarding the
use of proceeds from the sale of our Securities will be described in the applicable Prospectus Supplement, we will have broad discretion
over the use of the net proceeds from an offering of our Securities. Because of the number and variability of factors that will
determine our use of such proceeds, the Company’s ultimate use might vary substantially from its planned use. You may not
agree with how we allocate or spend the proceeds from an offering of our Securities. We may pursue acquisitions, collaborations
or other opportunities that do not result in an increase in the market value of our Securities, including the market value of our
Common Shares, and that may increase our losses.
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 until such time as our cash flow exceeds our capital requirements and will depend
upon, among other things, conditions then existing including earnings, financial condition, restrictions in financing arrangements,
business opportunities and conditions and other factors, or our Board determines that our shareholders could make better use of
the cash.
Market for securities
There is no market through which Share
Purchase Contracts, Share Purchase or Equity Units (terms as defined in “
Description of Share Purchase Contracts and Share
Purchase or Equity Units
”) or Warrants to purchase Common Shares may be sold. There can be no assurance that an active
trading market will develop for the aforementioned securities, or if developed, that such a market will be sustained at the price
level at which it was offered. The liquidity of the trading market in those securities, and the market price quoted of those securities,
may be adversely affected, by among other things:
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changes in the overall market for those securities;
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changes in our financial performance or prospects;
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changes or perceived changes in our creditworthiness;
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the prospects for companies in the industry generally;
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the number of holders of those securities;
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the interest of securities dealers in making a market for those securities; and
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prevailing interest rates.
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There can be no assurance that fluctuations
in the trading price will not materially adversely impact our ability to raise equity funding without significant dilution to our
existing shareholders, or at all.
CAUTIONARY
NOTE TO UNITED STATES INVESTORS
Unless otherwise indicated, all resource
estimates, and any future reserve estimates, included or incorporated by reference in this Prospectus and any Prospectus Supplement
have been, and will be, prepared in accordance with Canadian National Instrument 43-101
Standards of Disclosure for Mineral
Projects
(“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for
Mineral Resources and Mineral Reserves (“CIM Definition Standards”). NI 43-101 is a rule developed by the Canadian
Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information
concerning mineral projects. NI 43-101 permits the disclosure of an historical estimate made prior to the adoption of NI 43-101
that does not comply with NI 43-101 to be disclosed using the historical terminology if the disclosure: (a) identifies the source
and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) to the extent
known, provides the key assumptions, parameters and methods used to prepare the historical estimate; (d) states whether the historical
estimate uses categories other than those prescribed by NI 43-101; and (e) includes any more recent estimates or data available.
Canadian standards, including NI 43-101,
differ significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and reserve
and resource information contained or incorporated by reference into this Prospectus and any Prospectus Supplement may not be comparable
to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term
“resource” does not equate to the term “reserves”. Under SEC Industry Guide 7, mineralization may not be
classified as a “reserve” unless the determination has been made that the mineralization could be economically and
legally produced or extracted at the time the reserve determination is made. SEC Industry Guide 7 does not define and the SEC’s
disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated
mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral
deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. investors should
also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great
uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral
resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources”
may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that
all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained
ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers
to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without
reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as
those of the SEC, and any reserves reported by us in the future in compliance with NI 43-101 may not qualify as “reserves”
under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable to information
made public by companies that report in accordance with United States standards. Accordingly, information contained in this Prospectus
and the documents incorporated by reference herein that describes the Company’s mineral deposits may not be comparable to
similar information made public by United States companies subject to reporting and disclosure requirements under United States
federal securities laws and the rules and regulations thereunder.
Cautionary
Statement Regarding Forward-Looking Statements
The information discussed in this Prospectus
and the documents incorporated by reference into this Prospectus includes “forward-looking information” and “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities
laws. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and
budgets, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production
estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, statements relating
anticipated activity with respect to the Ambler Mining District Industrial Access Project (“AMDIAP”), the Company’s
plans and expectations relating to the Arctic and Bornite projects (the “Upper Kobuk Mineral Projects”), completion
of transactions, market prices for precious and base metals, or other statements that are not statements of fact. These statements
relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.
Statements concerning mineral resource
estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of
the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often,
but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”,
“believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”,
“strategy”, “goals”, “objectives”, “potential”, “possible” or variations
thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”,
“should”, “might” or “will” be taken, occur or be achieved, or the negative 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, uncertainties and other factors that could cause actual events or results
to differ from those reflected in the forward-looking statements, including, without limitation:
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risks related to inability to define proven and probable reserves;
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risks related to our ability to finance the development of our mineral
properties through external financing, strategic alliances, the sale of property interests or otherwise;
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none of the Company’s mineral properties are in production or
are under development;
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risks related to lack of infrastructure including but not limited
to the risk whether or not the AMDIAP will receive the requisite permits and, if it does, whether the Alaska Industrial Development
and Export Authority will build the AMDIAP;
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uncertainty as to whether there will ever be production at the Company’s
mineral exploration and development properties;
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uncertainties relating to the assumptions underlying our resource
estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs;
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commodity price fluctuations;
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uncertainty as to estimates of capital costs, operating costs, production
and economic returns;
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risks related to our ability to commence production and generate material
revenues or obtain adequate financing for our planned exploration and development activities;
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uncertainty related to inferred mineral resources;
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risks and uncertainties relating to the interpretation of drill results,
the geology, grade and continuity of our mineral deposits;
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mining and development risks, including risks related to infrastructure,
accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction
or production;
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risks related to inclement weather which may delay or hinder exploration
activities at its mineral properties;
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risks related to market events and general economic conditions;
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uncertainty related to the economic projections contained herein derived
from the Preliminary Economic Assessment titled “Preliminary Economic Assessment Report on the Arctic Project, Ambler Mining
District, Northwest Alaska” dated effective September 12, 2013 (the “PEA”);
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risks related to governmental regulation and permits, including environmental
regulation, including the risk that more stringent requirements or standards may be adopted or applied due to circumstances unrelated
to the Company and outside of its control;
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the risk that permits and governmental approvals necessary to develop
and operate mines at our mineral properties will not be available on a timely basis or at all;
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risks related to the need for reclamation activities on our properties
and uncertainty of cost estimates related thereto;
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uncertainty related to title to our mineral properties;
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risks related to the acquisition and integration of operations or
projects;
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our history of losses and expectation of future losses;
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•
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risks related to increases in demand for equipment, skilled labor
and services needed for exploration and development of mineral properties, and related cost increases;
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•
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our need to attract and retain qualified management and technical
personnel;
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•
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risks related to conflicts of interests of some of our directors;
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•
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risks related to potential future litigation;
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•
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risks related to the voting power of our major shareholders and the
impact that a sale by such shareholders may have on our share price;
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•
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risks related to global climate change;
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•
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risks related to adverse publicity from non-governmental organizations;
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•
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uncertainty as to our ability to maintain the adequacy of internal
control over financial reporting as per the requirements of Section 404 of the Sarbanes-Oxley Act (“SOX”);
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•
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increased regulatory compliance costs, associated with rules and regulations
promulgated by the SEC, Canadian Securities Administrators, the NYSE American, the TSX, and the Financial Accounting Standards
Boards, and more specifically, our efforts to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”);
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•
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adverse federal income tax consequences for U.S. shareholders should
the Company be a passive foreign investment company;
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•
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risks related to future sales or issuances of equity securities decreasing
the value of our Common Shares, diluting voting power and reducing future earnings per share;
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•
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uncertainty as to the volatility in the price of the Company’s
shares; and
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•
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the Company’s expectation of not paying cash dividends.
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This list
is not exhaustive 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 conditions may differ materially
from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including,
without limitation, those referred to in this Prospectus under the heading “Risk Factors” and in the documents incorporated
by reference in this Prospectus. All forward-looking statements contained in this Prospectus or in the documents incorporated
by reference herein are qualified by these cautionary statements.
Our forward-looking statements
are based on the beliefs, expectations and opinions of management on the date the statements are made, and we do not assume any
obligation to update forward-looking statements if circumstances or management’s beliefs, expectations 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.
Exchange
Rate Information
The following table sets forth (i) the
rate of exchange for the U.S. dollar, expressed in Canadian dollars, in effect at the end of the periods indicated; (ii) the average
exchange rates for the U.S. dollar, on the last day of each month during such periods; and (iii) the high and low exchange rates
for the U.S. dollar, expressed in Canadian dollars, during such periods, each based on the Bank of Canada rate in effect on each
trading day for the relevant period, for conversion of U.S. dollars into Canadian dollars:
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Fiscal Year Ended
November 30
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Six
Months Ended
May 31, 2017
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2016
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2015
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2014
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High for period
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1.4589
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1.3413
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1.1427
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1.3743
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Low for period
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1.2544
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1.1360
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|
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1.0577
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1.3016
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Average for period
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1.3279
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1.2619
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1.0971
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|
1.3352
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|
Rate at end of period
|
|
|
1.3426
|
|
|
|
1.3333
|
|
|
|
1.1427
|
|
|
|
1.3500
|
|
On September 14, 2017, the exchange rate
for the U.S. dollar, as expressed in Canadian dollars based on the Bank of Canada average daily rate, was $1.00 per CDN$1.2198.
The
Company
The following description of the
Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference
into this Prospectus. This description does not contain all of the information about us and our properties and business that you
should consider before investing in any Securities. You should carefully read the entire Prospectus and the applicable Prospectus
Supplement, including the section titled “Risk Factors” that immediately follows this description of the Company, as
well as the documents incorporated by reference into this Prospectus and the applicable Prospectus Supplement, before making an
investment decision.
Corporate Structure
Name, address
and incorporation
Trilogy Metals Inc. was incorporated on
April 27, 2011 under the name NovaCopper Inc. pursuant to the terms of the
Business Corporations Act
(British Columbia)
(“BCBCA”). NovaCopper Inc. changed its name to Trilogy Metals Inc. on September 1, 2016 to better reflect its diversified
metals resource base. Our registered office is located at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, British
Columbia, and our head office is located at Suite 1150, 609 Granville Street, Vancouver, British Columbia.
Intercorporate
relationships
The following chart depicts our corporate structure together with the jurisdiction of incorporation of
our subsidiary. All ownership is 100%.
Description of the Business
Our principal business is the exploration
and development of our Upper Kobuk Mineral Projects located in the Ambler mining district in Northwest Alaska, United States which
comprises (i) the Arctic Project, which contains the high-grade polymetallic volcanogenic massive sulfide deposit located on the
Ambler lands (“Arctic Project”); and (ii) the Bornite Project, which contains a carbonate-hosted copper deposit (“Bornite
Project”). Our goals include expanding mineral resources and advancing our projects through technical, engineering and feasibility
studies so that production decisions can be made on those projects.
Recent Developments
Option Agreement
To Form Joint Venture with South32 Group Operations Pty Ltd.
On April 10, 2017, Trilogy entered into
an option agreement with NovaCopper US Inc. and South32 Group Operations Pty Ltd (“South32 Operations”), a wholly-owned
subsidiary of South32 Limited, which agreement was later assigned by South32 Operations to its affiliate, South32 USA Exploration
Inc. (together with South32 Operations, “South32”). The Agreement grants to South32 a three-year option to form a 50/50
joint venture with respect to Trilogy’s Upper Kobuk Mineral Projects.
South32 must contribute a minimum of US$10
million each year, for a maximum of three years, to keep the option in good standing (the “Initial Funding”). South32
may exercise its option at any time to form the 50/50 joint venture until the option expiration date. Provided that all the exploration
data and information related to approved programs has been made available to South32 by no later than December 31 of each year
in respect of the first two years, South32 must decide by January 31 of the following year whether; (i) to fund a further tranche
of a minimum of $10 million, or (ii) to withdraw and not provide any further annual funding. If the election to fund a further
tranche is not made in January, South32 has until the end of March to exercise the option to form the LLC and make the subscription
payment. If South32 elects to exercise the option, the subscription price less certain deductions for Initial Funding shall be
paid in one tranche within 45 business days. Should South32 not make its annual minimum payment or elect to withdraw, the option
will lapse and South32 will have no claim to ownership or to the funds it had already spent.
In order to exercise its option to form
the joint venture, South32 must contribute a minimum of US$150 million, plus (i) any amounts Trilogy spends at the Arctic Project
over the next three years up to US$5 million per year, less the amount of the Initial Funding contributed by South32, and (ii)
US$5 million if the option is exercised between April 1, 2018 and March 31, 2019 or US$10 million if the option is exercised between
April 1, 2019 and the expiration date of the option.
South32 has made the option payment for
the first year and the funds are being used for a US$10 million exploration program in 2017 at the Bornite Project.
Use
of Proceeds
Specific information about the use of proceeds
from the specific issuance of any Securities will be set forth in the applicable Prospectus Supplement.
We had negative operating cash flow for
the financial year ended November 30, 2016. We anticipate that we will continue to have negative cash flow until such time, if
ever, that commercial production is achieved at the Upper Kobuk Mineral Projects. To the extent that we have negative operating
cash flows in future periods we may need to allocate a portion of our existing working capital to fund such negative cash flow.
See “
Risk Factors
”.
Dividend
Policy
We have not declared or paid any dividends
on our Common Shares since the date of our incorporation. We intend to retain our earnings, if any, to finance the growth and development
of our business and do not expect to pay dividends or to make any other distributions in the near future. Our board of directors
will review this policy from time to time having regard to our financing requirements, financial condition and other factors considered
to be relevant.
Consolidated
Capitalization
There have been no material changes in
our capital structure since May 31, 2017, the date of our financial statements for the most recently completed financial period.
prior
sales
Information in respect of our Common Shares
that were issued within the previous twelve-month period, including Common Shares that were issued upon the vesting of restricted
share units or deferred share units, and in respect of the grant of restricted share units and deferred share units to acquire
our Common Shares will be provided as required in any applicable Prospectus Supplement.
trading
price and volume
The Common Shares are listed and posted
for trading on the TSX and the NYSE American under the symbol “TMQ”. Trading price and volume of the Company’s
securities will be provided as required for our Common Shares in each Prospectus Supplement to this Prospectus.
Description
of Share Capital
Our authorized share capital consists of
an unlimited number of Common Shares without par value. As at September 14, 2017 we had 105,667,125 Common Shares outstanding.
Common Shares
All of the Common Shares rank equally as
to voting rights, participation in a distribution of our assets on a liquidation, dissolution or winding-up of the Company and
the entitlement to dividends. The holders of the Common Shares are entitled to receive notice of all meetings of shareholders and
to attend and vote the shares at the meetings. Each common share carries with it the right to one vote.
In the event of the liquidation, dissolution
or winding-up of the Company or other distribution of its assets, the holders of the Common Shares will be entitled to receive,
on a pro rata basis, all of the assets remaining after we have paid out our liabilities. Distributions in the form of dividends,
if any, will be set by the Board. See “
Dividend Policy
”.
Provisions as to the modification, amendment
or variation of the rights attached to the Common Shares are contained in our articles and the
Business Corporations Act
(British
Columbia). Generally speaking, substantive changes to the share capital require the approval of the shareholders by special resolution
(at least two-thirds of the votes cast).
Trading of Our
Common Shares
Our Common Shares are traded on the TSX
and the NYSE American, in both cases under the symbol “TMQ”. On September 14, 2017, the last reported sale price of
our Common Shares on the TSX was Cdn$1.22 per Common Share and on the NYSE American was US$1.00 per Common Share.
DESCRIPTION
OF WARRANTS
This section describes the general terms
that will apply to any Warrants for the purchase of Common Shares.
Warrants may be offered separately or together
with other Securities, as the case may be. Each series of Warrants will be issued under a separate Warrant indenture to be entered
into between us and one or more banks or trust companies acting as Warrant agent. The applicable Prospectus Supplement will include
details of the Warrant agreements covering the Warrants being offered. The Warrant agent will act solely as the agent of the Company
and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The following
sets forth certain general terms and provisions of the Warrants offered under this Prospectus.
The particular terms of each issue of Warrants
will be described in the related Prospectus Supplement. This description will include, where applicable:
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•
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the designation and aggregate number of Warrants;
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•
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the price at which the Warrants will be offered;
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•
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the currency or currencies in which the Warrants will be offered;
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•
|
the designation and terms of the Common Shares purchasable upon exercise of the Warrants;
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•
|
the date on which the right to exercise the Warrants will commence and the date on which the right
will expire;
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•
|
the number of Common Shares that may be purchased upon exercise of each Warrant and the price at
which and currency or currencies in which the Common Shares may be purchased upon exercise of each Warrant;
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•
|
the designation and terms of any securities with which the Warrants will be offered, if any, and
the number of the Warrants that will be offered with each Security;
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•
|
the date or dates, if any, on or after which the Warrants and the related securities will be transferable
separately;
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•
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whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption
or call provisions;
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•
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material United States and Canadian tax consequences of owning the Warrants; and
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•
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any other material terms or conditions of the Warrants.
|
DESCRIPTION
OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE OR EQUITY UNITS
We may issue share purchase contracts,
including contracts obligating holders to purchase from us, and for us to sell to the holders, a specified number of Common Shares,
at a future date or dates, or similar contracts issued on a “prepaid” basis (in each case, “Share Purchase Contracts”).
The price per Common Share and the number of Common Shares may be fixed at the time the Share Purchase Contracts are issued or
may be determined by reference to a specific formula set forth in the Share Purchase Contracts. The Share Purchase Contracts will
require either the share purchase price be paid at the time the Share Purchase Contracts are issued or that payment be made at
a specified future date. The Share Purchase Contracts may be issued separately or as part of units consisting of a Share Purchase
Contract or obligations of third parties (including U.S. treasury securities) (the “Share Purchase” or “Equity
Units”), and may, or may not serve as collateral for a holder’s obligations. The Share Purchase Contracts may require
holders to secure their obligations thereunder in a specified manner. The Share Purchase Contracts also may require us to make
periodic payments to the holders of the Share Purchase Contracts or vice versa, and such payments may be unsecured or refunded
on some basis.
The applicable Prospectus Supplement will
describe the terms of the Share Purchase Contracts or Share Purchase or Equity Units. The description in the Prospectus Supplement
will not necessarily be complete, and reference will be made to the Share Purchase Contracts, and, if applicable, collateral, depositary
or custodial arrangements, relating to the Share Purchase Contracts or Share Purchase or Equity Units. Material United States and
Canadian federal income tax considerations applicable to the holders of the Share Purchase or Equity Units and the Share Purchase
Contracts will also be discussed in the applicable Prospectus Supplement.
PLAN
OF DISTRIBUTION
We may sell the Securities to or through
underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents, including sales
pursuant to ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers or may issue Securities
in whole or in partial payment of the purchase price of assets acquired by us or our subsidiaries. Each Prospectus Supplement will
set forth the terms of the offering or issue, including the name or names of any underwriters or agents, the purchase price or
prices of the Securities and the proceeds to us from the sale of the Securities.
The Securities may be sold, from time to
time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed
to be “at-the-market distributions” as defined in Canadian National Instrument 44-102 Shelf Distributions and in accordance
with Rule 415(a)(4) under the Securities Act, including sales made directly on the TSX, NYSE American or other existing
trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during
the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have
made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement,
the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the
initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters
will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds
paid by the underwriters to us.
Underwriters, dealers and agents who participate
in the distribution of the Securities may be entitled to, under agreements to be entered into with us, indemnification by us against
certain liabilities, including liabilities under the Securities Act, and Canadian securities legislation, or to contribution with
respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers
and agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.
In connection with any offering of Securities,
other than an “at-the-market distribution”, the underwriters may over-allot or effect transactions which stabilize
or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market.
Such transactions, if commenced, may be discontinued at any time.
In compliance with the guidelines of the
Financial Industry Regulatory Authority (the “FINRA”), the aggregate maximum discount, commission or agency fees or
other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed
8% of any offering pursuant to this Prospectus and any applicable Prospectus Supplement or pricing supplement, as the case may
be; however, it is anticipated that the maximum commission or discount to be received in any particular offering of Securities
will be less than this amount.
CERTAIN
CANADIAN and U.S. Federal Income Tax Considerations
Information regarding material Canadian
and U.S. federal income tax consequences to persons investing in the Securities offered by this Prospectus will be set forth in
an applicable Prospectus Supplement. You are urged to consult your own tax advisors prior to any acquisition of our Securities.
Legal
Matters
Certain legal matters in connection with
the Securities offered hereby will be passed upon on behalf of the Company by Blake, Cassels & Graydon LLP with respect to
Canadian legal matters, and by Dorsey & Whitney LLP with respect to U.S. legal matters and, except as otherwise set forth in
any Prospectus Supplement, on behalf of any underwriters or agents by Skadden, Arps, Slate, Meagher & Flom LLP with respect
to U.S. legal matters.
AUDITORS,
Transfer Agent and Registrar
The auditors of the Company are PricewaterhouseCoopers
LLP, Chartered Professional Accountants, of Vancouver, British Columbia.
Our registrar and transfer agent for our
Common Shares is Computershare Investor Services Inc., located at 510 Burrard Street, Vancouver, British Columbia Canada V5K 1A1.
The co-transfer agent and registrar for the Common Shares in the United States is Computershare Trust Company, N.A., at its office
at 3200 Cherry Creek Drive South, Denver, CO, 80209.
Interest
of Experts
Certain of the scientific and technical
information relating to our mineral projects in the documents incorporated by reference herein has been derived from technical
reports prepared by the experts listed below and has been included in reliance on such person’s expertise. Copies of the
technical reports can be accessed online on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).
BD Resource Consulting Inc., SIM Geological
Inc. and International Metallurgical & Environmental Inc. prepared the technical report titled “NI 43-101 Technical Report
on the Bornite Project, Northwest Alaska, USA” dated effective April 19, 2016 released May 16, 2016 that is summarized in
the Form 10-K.
Tetra Tech Inc. prepared the PEA that is
summarized in the Form 10-K.
The aforementioned companies, and their
directors, officers, employees and partners, as applicable, as a group, beneficially own, directly or indirectly, less than one
percent of our outstanding securities.
Erin Workman, P.Geo. and former employee
and Director of Technical Services of the Company and a “Qualified Person” under NI 43-101 has reviewed and approved
the scientific and technical disclosure contained in the Form 10-K (as defined herein) and Annual MD&A (as defined herein).
Ms. Workman owns, directly or indirectly, less than one percent of the outstanding securities of the Company.
Andrew W. West, P.Geo. and employee and
Exploration Manager of the Company and a “Qualified Person” under NI 43-101 has reviewed and approved the scientific
and technical disclosure contained in the Interim MD&A (as defined herein). Mr. West owns, directly or indirectly, less than
one percent of the outstanding securities of the Company.
PricewaterhouseCoopers LLP are the auditors
of the Company and have advised that they are independent with respect to the Company within the meaning of the Code of Professional
Conduct of the Chartered Professional Accountants of British Columbia and the rules of the SEC. PricewaterhouseCoopers LLP is registered
with the Public Company Accounting Oversight Board. The consolidated financial statements of Trilogy for the year ended November
30, 2016 have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as set forth in their
report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
None of the aforementioned persons was
employed on a contingency basis, or had, or is to receive, in connection with any offering under this Prospectus, a substantial
interest, direct or indirect, in the Company, nor was any such person connected with the Company as a promoter, managing or principal
underwriter, voting trustee, director, officer, or, except as disclosed herein, an employee.
DOCUMENTS
INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” information we file with the SEC. This means that we can disclose important information to you by referring
you to those documents. Any information we reference in this manner is considered part of this Prospectus, except for any information
superseded by information contained directly in this Prospectus, any accompanying Prospectus Supplement or any subsequently filed
document deemed to be incorporated by reference. Copies of the documents incorporated by reference in this Prospectus may be obtained
on written or oral request without charge from the Secretary of the Company at Suite 1150, 609 Granville Street, Vancouver, British
Columbia, Canada, V7Y 1G5, telephone: (604) 638-8088. We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy the registration statement, any document incorporated by reference and any
other document that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Filings are also
available at the SEC’s website at
www.sec.gov
.
We incorporate by reference the documents
listed below and future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding,
unless otherwise provided therein or herein, documents not deemed “filed” with the SEC and information furnished pursuant
to Item 2.02 and Item 7.01 on any Current Report on Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K) after
the date of the initial filing of this registration statement on Form S-3 to which this Prospectus relates until the termination
of the offering under this Prospectus or such time as all Securities offered by this Prospectus have been sold and all conditions
to the consummation of such sales have been satisfied.
|
(a)
|
annual report on Form 10-K for the fiscal year ended November 30, 2016, filed with the SEC on February 3,
2017;
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|
(b)
|
quarterly reports on Form 10-Q for the quarterly periods ended February 28, 2017 and May 31, 2017,
filed with the SEC on April 4, 2017 and June 28, 2017, respectively;
|
|
(c)
|
current reports on Form 8-K, filed with the SEC on January 18, 2017, February 3, 2017, March 6,
2017, March 20, 2017, April 4, 2017, April 10, 2017, April 13, 2017, April 19, 2017, April 20, 2017; April 26, 2017, May 9, 2017,
June 5, 2017, June 12, 2017 and June 28, 2017;
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|
(d)
|
the description of Common Shares contained in its registration statement on Form 40-F filed on
March 1, 2012, including any amendment or report filed for purposes of updating such description; and
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(e)
|
all other documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, after November 30, 2016 but before the end of the offering of the Securities made by this Prospectus.
|
ADDITIONAL
INFORMATION
On September 15, 2017, we filed a short
form base shelf prospectus with Canadian securities regulatory authorities which will permit us to offer and sell the Securities
for gross proceeds of $50,000,000. The aggregate gross proceeds from the Securities that may be sold in the provinces of Canada
other than Quebec, together with the Securities that we may sell in the United States pursuant to this Prospectus, are not expected
to exceed $50,000,000.
You may read and download any public document
that the Company has filed with the Canadian securities regulatory authorities at www.sedar.com.
Enforceability
of Civil Liabilities
We are a corporation existing under the
Business Corporations Act (British Columbia). Many of our directors and officers, and some of the experts named in this Prospectus,
are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and a
substantial portion our assets, are located outside the United States. We have appointed an agent for service of process in the
United States, but it may be difficult for holders of Common Shares who reside in the United States to effect service within the
United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for
holders of Common Shares who reside in the United States to realize in the United States upon judgments of courts of the United
States predicated upon our civil liability and the civil liability of our directors, officers and experts under the U.S. federal
securities laws. We have been advised by our Canadian counsel, Blake, Cassels & Graydon LLP, that a judgment of a U.S. court
predicated solely upon civil liability under U.S. federal securities laws or the securities or ‘‘blue sky’’
laws of any state within the United States, would probably be enforceable in Canada if the U.S. court in which the judgment was
obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have
also been advised by Blake, Cassels & Graydon LLP, however, that there is substantial doubt whether an action could be brought
in Canada in the first instance on the basis of liability predicated solely upon U.S. federal securities laws.
[Alternate Page for Canadian Prospectus]
A copy of this preliminary
short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than
Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary
short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short
form prospectus is obtained from the securities regulatory authorities.
This short form prospectus
is a base shelf prospectus. This short form prospectus has been filed under legislation in each of the provinces of Canada other
than Québec that permits certain information about these securities to be determined after this prospectus has become final
and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of
a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of
these securities.
Information has been incorporated
by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada.
Copies of the documents incorporated by reference may be obtained on request without charge from the Corporate Secretary of Trilogy
Metals Inc. at Suite 1150, 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G5, telephone: (604) 638-8088 and are
available electronically at www.sedar.com.
No securities regulatory authority
has expressed an opinion about these securities and it is an offence to claim otherwise.
This short form base shelf
prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for
sale and therein only by persons permitted to sell such securities.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue
|
|
September
15, 2017
|
US$50,000,000
Common Shares
Warrants to Purchase Common Shares
Share Purchase Contracts
Share Purchase or Equity Units
Trilogy Metals Inc. (“we”,
“Trilogy” or the “Company”) may offer and issue from time to time common shares (the “Common Shares”),
warrants to purchase Common Shares (the “Warrants”), share purchase contracts and share purchase or equity units (all
of the foregoing, collectively, the “Securities”) or any combination thereof up to an aggregate initial offering price
of US$50,000,000 during the 25-month period that this prospectus (the “Prospectus”), including any amendments hereto,
remains effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based
on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a “Prospectus Supplement”).
Our outstanding Common Shares are listed
and posted for trading on the Toronto Stock Exchange (“TSX”) and the NYSE American LLC (“NYSE American”),
under the symbol “TMQ”. Unless otherwise specified in the applicable Prospectus Supplement, Securities other than the
Common Shares will not be listed on any securities exchange.
There is currently no market through which the Securities, other
than the Common Shares, may be sold and you may not be able to resell such Securities purchased under this Prospectus and any applicable
Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability
of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “Risk Factors”
.
Investing in our securities involves
a high degree of risk. You should carefully read the
“
Risk Factors
”
section contained elsewhere in this
Prospectus and carefully consider the discussion of risks and uncertainties under the heading “Risk Factors” contained
in any applicable Prospectus Supplement and in the documents that are incorporated by reference.
Prospective investors should be aware
that the acquisition of the Securities described herein may have tax consequences. You should read the tax discussion contained
in the applicable Prospectus Supplement and consult your tax advisor with respect to your own particular circumstances. See “
Certain
Canadian Federal Income Tax Considerations
” and “
Certain U.S. Federal Income Tax Considerations
” in
this Prospectus.
[Alternate Page for Canadian Prospectus]
All shelf information permitted under applicable
laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers
together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes
of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities
to which the Prospectus Supplement pertains.
The specific terms of the Securities with
respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable: (i)
in the case of Common Shares, the designation of the particular class and series, the number of Common Shares offered, the issue
price, dividend rate, if any, and any other terms specific to the Common Shares being offered; (ii) in the case of Warrants, the
designation, terms, number of Common Shares issuable upon exercise of the Warrants, any procedures that will result in the adjustment
of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other
specific terms; (iii) in the case of share purchase contracts, the designation, number and terms of the Common Shares to be purchased
under the share purchase contract, any procedures that will result in the adjustment of these numbers, the purchase price and purchase
date or dates of the Common Shares, any requirements of the purchaser to secure its obligations under the share purchase contract
and any other specific terms; and (iv) in the case of share purchase or equity units, the terms of the share purchase contract
or third party obligations and any other specific terms. Where required by statute, regulation or policy, and where Securities
are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities
will be included in the Prospectus Supplement describing such Securities.
This Prospectus constitutes a public offering
of these Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted
to sell such Securities. The Company may offer and sell Securities to, or through, underwriters or dealers and also may offer and
sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification
under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the
names of any underwriters, dealers or agents involved in the offering and sale of such Securities and will set forth the terms
of the offering of such Securities, the method of distribution of such Securities including, to the extent applicable, the proceeds
to the Company and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material
terms of the plan of distribution.
In connection with any offering of the
Securities, unless otherwise specified in a Prospectus Supplement, the underwriters or agents may over-allot or effect transactions
which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open
market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “
Plan of Distribution
”.
Please carefully read both this Prospectus
and any Prospectus Supplement together with the documents incorporated herein by reference under “
Documents Incorporated
by Reference
” and the additional information described below under “
Additional Information
”.
The Company’s head office is located
at Suite 1150, 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G5. The Company’s registered office is
located at Suite 2600, 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1L3.
Gregory Lang, William Hayden, Kalidas Madhavpeddi
and Diana Walters are each directors of the Company and reside outside of Canada. Although Messrs. Lang, Hayden, Madhavpeddi and
Mme. Walters have appointed Blake, Cassels & Graydon LLP as agent for service of process in each province of Canada in which
the Securities are to be distributed, it may not be possible for investors to enforce against Messrs. Lang, Hayden, Madhavpeddi
and Mme. Walters judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities
laws in Canada.
[Alternate Page for Canadian Prospectus]
TABLE OF CONTENTS
CAUTIONARY NOTE TO UNITED STATES INVESTORS
|
4
|
Cautionary Statement Regarding Forward-Looking Statements
|
4
|
Exchange Rate Information
|
6
|
The Company
|
7
|
risk factors
|
9
|
Use of Proceeds
|
10
|
Dividend Policy
|
11
|
Consolidated Capitalization
|
11
|
prior sales
|
11
|
trading price and volume
|
11
|
Description of Share Capital
|
12
|
DESCRIPTION OF WARRANTS
|
11
|
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE OR EQUITY UNITS
|
12
|
PLAN OF DISTRIBUTION
|
13
|
CERTAIN CANADIAN and u.s. federal income tax considerations
|
13
|
Legal Matters
|
13
|
AUDITORS, Transfer Agent and Registrar
|
14
|
Interest of Experts
|
14
|
Documents Incorporated by Reference
|
15
|
additional information
|
16
|
Enforceability of Civil Liabilities
|
16
|
Statutory Rights of Withdrawal and Rescission
|
16
|
CERTIFICATE
OF TRILOGY METALS INC.
|
C-1
|
You should rely only on the information
contained in or incorporated by reference into this Prospectus and any Prospectus Supplement. We have not authorized anyone to
provide you with different information. We are not making an offer of these Securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in this Prospectus and any Prospectus Supplement is accurate as
of any date other than the date on the front of those documents.
In this Prospectus and in any Prospectus
Supplement unless the context otherwise requires, references to “Trilogy” or the “Company”, “we”,
“us”, and “our” refer to Trilogy Metals Inc., either alone or together with our subsidiaries, as the context
requires.
Unless stated otherwise or as the context
otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are references to United
States dollars. References to “$” or “US$” are to United States dollars and references to “Cdn$”
or “C$” are to Canadian dollars. See “
Exchange Rate Information
”. The Company’s financial
statements that are incorporated by reference into this Prospectus and any Prospectus Supplement have been prepared in accordance
with accounting principles generally accepted in the United States.
[Alternate Page for Canadian Prospectus]
Documents
Incorporated by Reference
Information has been incorporated by
reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada
. Copies of the
documents incorporated herein by reference may be obtained on request without charge from the Secretary of the Company at Suite
1150, 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G4, telephone: 604-638-8088. These documents are also available
through the internet on SEDAR, which can be accessed on line at www.sedar.com, and on EDGAR, which can be accessed at www.sec.gov.
The following documents filed with the securities commissions or similar authorities in Canada are specifically incorporated by
reference into, and form an integral part of this Prospectus:
|
(a)
|
annual report on Form 10-K pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, for the Fiscal Year Ended November 30, 2016 dated February 2, 2017 (“Form 10-K”);
|
|
(b)
|
audited annual comparative consolidated financial statements of the Company for the year ended
November 30, 2016 together with the notes thereto and the auditor’s reports thereon and the related annual management’s
discussion and analysis (“Annual MD&A”);
|
|
(c)
|
unaudited interim consolidated financial statements for the three and six months ended May 31,
2017 and 2016 and the related management discussion and analysis (“Interim MD&A”);
|
|
(d)
|
management information circular dated March 28, 2017 in respect of the annual general and special
meeting of shareholders of the Company held on May 8, 2017; and
|
|
(e)
|
material change report, dated April 20, 2017 related to the Company entering into an Option Agreement
To Form Joint Venture by and between Trilogy, NovaCopper US Inc. and South32 pursuant to which South32 acquired an option to form
a 50/50 joint venture with respect to the Upper Kobuk Mineral Projects.
|
Any annual information form, material
change reports (excluding confidential material change reports), any interim and annual consolidated financial statements and related
management discussion and analysis, information circulars (excluding those portions that, pursuant to National Instrument 44-101
of the Canadian Securities Administrators, are not required to be incorporated by reference herein), any business acquisition reports,
any news releases or public communications containing financial information about the Company for a financial period more recent
than the periods for which financial statements are incorporated herein by reference, and any other disclosure documents required
to be filed pursuant to an undertaking to a provincial or territorial securities regulatory authority that are filed by the Company
with various securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the termination
of the offering under any Prospectus Supplement, shall be deemed to be incorporated by reference in this Prospectus.
Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document
it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes
that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light
of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus,
except as so modified or superseded.
[Alternate Page for Canadian Prospectus]
A Prospectus Supplement containing the
specific terms of an offering of Securities, and other information relating to the Securities, will be delivered to prospective
purchasers of such Securities together with this Prospectus and the applicable Prospectus Supplement and will be deemed to be incorporated
into this Prospectus as of the date of such Prospectus Supplement only for the purpose of the offering of the Securities covered
by that Prospectus Supplement.
Upon a new annual information form and
the related annual financial statements being filed by the Company with, and, where required, accepted by, the applicable securities
commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the
previous annual financial statements and all quarterly financial statements, material change reports and information circulars
filed prior to the commencement of the Company’s financial year in which the new annual information form is filed shall
be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of Securities hereunder.
additional
information
You may read any document that the
Company has filed with the SEC at the SEC’s public reference room in Washington, D.C. You may also obtain copies of
those documents from the public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 by paying a fee. You
should call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for further information about the public reference
room. You may read and download the documents the Company has filed with the SEC’s Electronic Data Gathering and
Retrieval system at www.sec.gov. You may also read and download any public document we file with or furnish to the securities
commissions and regulatory authorities in the provinces of Canada other than
Québec
,
on our SEDAR profile at www.sedar.com.
[Additional Page for Canadian Prospectus]
Statutory
Rights of Withdrawal and Rescission
Unless provided otherwise in a Prospectus
Supplement, the following is a description of a purchaser’s statutory rights. Securities legislation in certain of the provinces
of Canada provides purchasers with the right to withdraw from an agreement to purchase Securities. This right may be exercised
within two business days after receipt or deemed receipt of a prospectus or a prospectus supplement (including a pricing supplement)
relating to the Securities purchased by a purchaser and any amendments thereto. In several of the provinces, the securities legislation
further provides a purchaser with remedies for rescission or, in some jurisdictions, damages, if the prospectus or prospectus supplement
relating to the Securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered
to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser. Rights
and remedies also may be available to purchasers under U.S. law; purchasers may wish to consult with a U.S. lawyer for particulars
of these rights.
Original purchasers are advised that in
certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the
amount paid for the convertible, exchangeable or exercisable security that was purchased under a prospectus, and therefore a further
payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for damages. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of
these rights, or consult with a legal advisor.
[Additional Page for Canadian Prospectus]
CERTIFICATE OF TRILOGY METALS INC.
Dated: September 15, 2017
This short form prospectus, together with
the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating
to the securities offered by this prospectus as required by the securities legislation in each of the provinces of British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador.
(Signed)
Rick Van Nieuwenhuyse
President, Chief Executive Officer and Director
|
|
(Signed)
Elaine Sanders
Chief Financial Officer and Corporate Secretary
|
|
|
|
ON BEHALF OF THE
BOARD OF DIRECTORS
(Signed)
Kalidas Madhavpeddi
|
|
(Signed)
Tony Giardini
|
Director
|
|
Director
|
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution
The following table sets forth the estimated
costs and expenses, other than underwriting discounts and commissions, payable by the registrant in connection with the offering
of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee
|
|
$
|
5,795
|
|
Accounting fees and expenses*
|
|
|
30,000
|
|
Legal fees and expenses*
|
|
|
100,000
|
|
FINRA fees*
|
|
|
8,000
|
|
Transfer Agent and Registrar Fees and Expenses*
|
|
|
0
|
|
Printing fees*
|
|
|
0
|
|
Miscellaneous expenses*
|
|
|
10,000
|
|
Total*
|
|
$
|
153,795
|
|
* Estimated for purposes of completing
the information required pursuant to this item 14.
Item 15. Indemnification of Officers
and Directors
The
Business Corporations Act
(British
Columbia) provides that a company may:
|
•
|
indemnify an eligible party against all judgments, penalties or fines
awarded or imposed in, or amounts paid in settlement of, an eligible proceeding, to which the eligible party is or may be liable;
and
|
|
•
|
after the final disposition of an eligible proceeding, pay the “expenses”
(which includes costs, charges and expenses (including legal fees) but excludes judgments, penalties, fines or amounts paid in
settlement of a proceeding) actually and reasonably incurred by an eligible party in respect of that proceeding.
|
However, after the final disposition
of an eligible proceeding, a company must pay expenses actually and reasonably incurred by an eligible party in respect of that
proceeding if the eligible party (i) has not been reimbursed for those expenses, and (ii) is wholly successful, on the merits
or otherwise, or is substantially successful on the merits, in the outcome of the proceeding. The BCBCA also provides that a company
may pay the expenses as they are incurred in advance of the final disposition of an eligible proceeding if the company first receives
from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited
under the BCBCA, the eligible party will repay the amounts advanced.
For the purpose of
the BCBCA, an “eligible party”, in relation to a company, means an individual who:
|
•
|
is or was a director or officer of the company;
|
|
|
|
|
|
•
|
is or was a director or officer of another corporation
|
|
|
|
|
|
|
•
|
at a time when the corporation is or was an affiliate of the company, or
|
|
|
|
|
|
|
•
|
at the request of the company; or
|
|
|
|
|
|
|
•
|
at the request of the company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,
|
and includes, with some exceptions, the
heirs and personal or other legal representatives of that individual.
An “eligible proceeding” under
the BCBCA is a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible
party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent
to that of a director or officer of, the company or an associated corporation (i) is or may be joined as a party, or (ii) is or
may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. A “proceeding”
includes any legal proceeding or investigative action, whether current, threatened, pending or completed.
Notwithstanding the foregoing, the BCBCA
prohibits indemnifying an eligible party or paying the expenses of an eligible party if any of the following conditions apply:
|
•
|
if
the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that such agreement
was made, the company was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
|
|
•
|
if the indemnity or payment is made otherwise than under an earlier
agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving
the indemnity or paying the expenses by its memorandum or articles;
|
|
•
|
if, in relation to the subject matter of the eligible proceeding,
the eligible party did not act honestly and in good faith with a view to the best interests of the company or the associated corporation,
or as the case may be; or
|
|
•
|
in the case of an eligible proceeding other than a civil proceeding,
if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which
the proceeding was brought was lawful.
|
Additionally, if an eligible proceeding
is brought against an eligible party by or on behalf of the company or by or on behalf of an associated corporation, the company
must not (i) indemnify the eligible party in respect of the proceeding; or (ii) pay the expenses of the eligible party in respect
of the proceeding.
Whether or not payment of expenses or
indemnification has been sought, authorized or declined under the BCBCA, on the application of a company or an eligible party,
the Supreme Court of British Columbia may do one or more of the following:
|
•
|
order a company to indemnify an eligible party against any liability
incurred by the eligible party in respect of an eligible proceeding;
|
|
•
|
order a company to pay some or all of the expenses incurred by an
eligible party in respect of an eligible proceeding;
|
|
•
|
order the enforcement of, or any payment under, an agreement of indemnification
entered into by a company;
|
|
•
|
order a company to pay some or all of the expenses actually and reasonably
incurred by any person in obtaining an order under this section; or
|
|
•
|
make any other order the court considers appropriate.
|
The BCBCA provides that a company may purchase and maintain
insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party
against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding
or having held a position equivalent to that of a director or officer of, the company or an associated corporation.
Articles of the Registrant
The Registrant’s articles provide
that, subject to the BCBCA, the Registrant must indemnify a director or former director and his or her heirs and legal personal
representatives against all eligible penalties to which such person is or may be liable. Pursuant to the Registrant’s articles,
each director is deemed to have contracted with the Registrant on the aforementioned terms.
The Registrant’s articles further
provide that the Registrant may indemnify any person, subject to any restrictions in the BCBCA, and that the failure of a director
or officer of the Registrant to comply with the BCBCA or the Registrant’s articles does not invalidate any indemnity to which
he or she is entitled under the Registrant’s articles.
The Registrant is authorized by its articles
to purchase and maintain insurance for the benefit of any eligible person.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act, and is therefore unenforceable.
The Registrant maintains directors’
and officers’ liability insurance for its directors. This insurance provides coverage for indemnity payments made by the
Registrant to its directors and officers as required or permitted by law for losses, including legal costs, incurred by officers
and directors in their capacity as such. This policy also provides coverage directly to individual directors and officers if they
are not indemnified by the Registrant. The insurance coverage for directors and officers has customary exclusions, including libel
and slander, and those acts determined to be uninsurable under law, or deliberately fraudulent or dishonest or to have resulted
in personal profit or advantage.
Item 16. Exhibits and Financial Statement
Schedules
Exhibit Number
|
|
Description of Document
|
1.1
|
|
Form of Underwriting Agreement**
|
|
|
|
4.1
|
|
Form of Warrant Certificate**
|
|
|
|
4.2
|
|
Form of Share Purchase Contract**
|
|
|
|
5.1
|
|
Opinion and Consent of Blake, Cassels & Graydon LLP*
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
23.2
|
|
Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)*
|
|
|
|
23.3
|
|
Consent of BD Resource Consulting Inc.*
|
|
|
|
23.4
|
|
Consent of SIM Geological Inc.*
|
|
|
|
23.5
|
|
Consent of International Metallurgical & Environmental Inc.*
|
|
|
|
23.6
|
|
Consent of Tetra Tech Inc.*
|
|
|
|
23.7
|
|
Consent of Erin Workman*
|
|
|
|
23.8
|
|
Consent of Andrew West*
|
|
|
|
24.1
|
|
Power of Attorney (included on signature page)
|
|
*
|
To be filed by amendment
or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.
|
|
**
|
To be filed by post-effective
amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.
|
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however
,
that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is
on Form S-1, Form S-3, Form SF-3 or Form F-3 and the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement, or, as to a registration statement on Form
S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) If
the Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date; or
(ii) If
the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after
effectiveness.
Provided, however
, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
(7) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act, and will be governed
by the final adjudication of such issue.
(8) That:
(i) for
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
(ii) for
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Vancouver, British Columbia, Canada, on this 15th day of September, 2017.
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TRILOGY METALS INC.
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By:
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/s/ Rick Van Nieuwenhuyse
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Name:
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Rick Van Nieuwenhuyse
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Title:
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President and Chief Executive Officer
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POWERS OF
ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rick Van Nieuwenhuyse and Elaine
M. Sanders, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution
and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement
on Form S-3, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to
be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming that all such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities
indicated below on the dates indicated.
Signature
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Title
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Date
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/s/Rick Van Nieuwenhuyse
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President, Chief Executive Officer and Director
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September 15, 2017
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Rick Van Nieuwenhuyse
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(Principal Executive Officer)
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/s/Elaine M. Sanders
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Chief Financial Officer (Principal Financial Officer
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September 15, 2017
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Elaine M. Sanders
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and Principal Accounting Officer)
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/s/Gerald J. McConnell
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Chairman of the Board of Directors
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September 15, 2017
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Gerald J. McConnell
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/s/Tony S. Giardini
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Director
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September 15, 2017
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Tony S. Giardini
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Director
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William Hayden
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/s/Gregory A. Lang
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Director
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September 15, 2017
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Gregory A. Lang
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/s/Kalidas V. Madhavpeddi
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Director and Authorized US Representative
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September 15, 2017
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Kalidas V. Madhavpeddi
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/s/Janice Stairs
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Director
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September 15, 2017
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Janice Stairs
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/s/Diana Walters
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Director
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September 15, 2017
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Diana Walters
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely
in the capacity of director of Trilogy Metals Inc. and the duly authorized representative of Trilogy Metals Inc. in the United
States, on September 15, 2017.
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By:
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/s/ Kalidas V. Madhavpeddi
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Name:
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Kalidas V. Madhavpeddi
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Title:
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Director and Authorized US Representative
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EXHIBIT INDEX
Exhibit
Number
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Description of Document
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1.1
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Form of Underwriting Agreement**
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4.1
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Form of Warrant Certificate**
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4.2
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Form of Share Purchase Contract**
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5.1
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Opinion and Consent of Blake, Cassels & Graydon LLP*
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)*
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23.3
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Consent of BD Resource Consulting Inc.*
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23.4
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Consent of SIM Geological Inc.*
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23.5
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Consent of International Metallurgical & Environmental Inc.*
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23.6
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Consent of Tetra Tech Inc.*
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23.7
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Consent of Erin Workman*
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23.8
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Consent of Andrew West*
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24.1
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Power of Attorney (included on signature page)
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*
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To be filed by amendment
or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.
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**
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To be filed by post-effective
amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.
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