UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 22, 2019
Trilogy Metals Inc.
(Exact name of registrant as specified
in its charter)
British Columbia |
001-35447 |
98-1006991 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Suite 1150, 609 Granville Street
Vancouver, British Columbia
Canada, V7Y 1G5
(Address of principal executive offices,
including zip code)
(604) 638-8088
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
[_] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))
[_] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares |
TMQ |
NYSE American
Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company [_]
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 13(a) of the Exchange Act. [_]
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 22, 2019, Trilogy Metals Inc. (the “Company”)
held its 2019 annual meeting of shareholders (the “Annual Meeting”) at the offices of Blake, Cassels
& Graydon LLP in Vancouver, British Columbia, Canada. At the Annual Meeting, the Company’s shareholders approved each
of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the
Securities and Exchange Commission on April 1, 2019, as amended on April 12, 2019 (the “Proxy Statement”):
| (1) | Election of Directors. The Company’s shareholders elected the following 9 nominees
to the Board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders,
unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual Meeting
with respect to the election of directors: |
Nominee |
|
For |
|
Withheld |
|
Abstain |
|
Broker
Non-Vote |
Tony Giardini |
|
77,795,156 |
|
308,460 |
|
- |
|
4,419,585 |
James Gowans |
|
77,947,025 |
|
156,591 |
|
- |
|
4,419,585 |
William Hayden |
|
77,794,367 |
|
309,249 |
|
- |
|
4,419,585 |
William Hensley |
|
77,928,060 |
|
175,556 |
|
- |
|
4,419,585 |
Gregory Lang |
|
77,942,636 |
|
160,980 |
|
- |
|
4,419,585 |
Kalidas Madhavpeddi |
|
77,940,265 |
|
163,351 |
|
- |
|
4,419,585 |
Janice Stairs |
|
77,920,022 |
|
183,594 |
|
- |
|
4,419,585 |
Rick Van Nieuwenhuyse |
|
77,938,382 |
|
165,234 |
|
- |
|
4,419,585 |
Diana Walters |
|
77,784,854 |
|
318,762 |
|
- |
|
4,419,585 |
| (2) | Appointment of PricewaterhouseCoopers LLP. The Company’s shareholders approved the
appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm until the next annual
meeting of shareholders or until a successor is appointed and authorized the audit committee of the Board to fix their remuneration.
The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the appointment of PricewaterhouseCoopers
LLP: |
For |
|
Withheld |
|
Abstain |
|
Broker Non-Vote |
82,424,147 |
|
99,054 |
|
- |
|
- |
| (3) | Approval of Unallocated Awards under the Restricted Share Unit Plan. The Company’s
shareholders ratified and approved all unallocated entitlements under the NovaCopper Restricted Share Unit Plan: The following
table sets forth the vote of the shareholders at the Annual Meeting with respect to the ratification and approval of such unallocated
awards: |
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
77,541,606 |
|
400,827 |
|
161,183 |
|
4,419,585 |
| (4) | Approval of Unallocated Awards under the Deferred Share Unit Plan. The Company’s shareholders
ratified and approved all unallocated entitlements under the NovaCopper Deferred Share Unit Plan: The following table sets forth
the vote of the shareholders at the Annual Meeting with respect to the ratification and approval of such unallocated awards: |
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
77,521,262 |
|
397,644 |
|
184,710 |
|
4,419,585 |
| (5) | Approval of Non-Binding Resolution Approving Executive Compensation. The Company’s
shareholders The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s
“Named Executive Officers”. The following table sets forth the vote of the shareholders at the Annual Meeting with
respect to the approval of executive compensation: |
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
77,353,885 |
|
538,368 |
|
211,363 |
|
4,419,585 |
| (6) | Frequency for the Non-Binding Advisory Vote on Executive Compensation. The Company’s
Shareholders voted on a non-binding advisory vote regarding the frequency of the advisory vote on the compensation of the Company’s
Named Executive Officer. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the
ratification and approval of such unallocated awards: |
1 Year |
|
2 Years |
|
3 Years |
|
Abstain |
|
Broker Non-Votes |
17,980,302 |
|
276,054 |
|
58,663,653 |
|
1,137,908 |
|
4,427,865 |
A majority of the Company’s Shareholders
selected three years the frequency for the non-binding advisory vote on the compensation of the Company’s Named Executive
Officers. The Company has decided to adopt three years as the frequency for the non-binding advisory vote on the compensation of
the Company’s Named Executive Officers until the next shareholder vote on the frequency of the advisory vote on the compensation
of the Company’s Named Executive Officers is required.
Item 7.01 Regulation FD Disclosure
On May 23, 2019, the Company issued a press
release announcing the election of directors and voting results from the Annual Meeting. The press release is attached hereto as
Exhibit 99.1.
The information contained in the press release
attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
TRILOGY METALS INC. |
|
|
|
Dated: |
May
23, 2019 |
By: |
/s/ Elaine Sanders |
|
|
Elaine Sanders, Chief Financial Officer |
|
|
|
|
Exhibit 99.1
Trilogy Metals Announces Election of Directors
and Appoints Janice Stairs as Chair of the Board
VANCOUVER, May 23, 2019 /CNW/ - Trilogy
Metals Inc. (TSX, NYSE American: TMQ) ("Trilogy Metals" or the "Company") is pleased to announce that the
shareholders voted in favour of all items of business before the Annual Meeting of the Shareholders held in Vancouver yesterday
and that the nominees listed in the management proxy circular for the meeting were all elected as directors. Detailed results of
the vote for the election of directors are set out in the table below.
Nominee |
Votes
For |
%
For |
Votes
Withheld |
%
Withheld |
Tony Giardini |
77,795,156 |
99.61 |
308,460 |
0.39 |
James Gowans |
77,947,025 |
99.80 |
156,591 |
0.20 |
William Hayden |
77,794,367 |
99.60 |
309,249 |
0.40 |
William Hensley |
77,928,060 |
99.78 |
175,556 |
0.22 |
Gregory Lang |
77,942,636 |
99.79 |
160,980 |
0.21 |
Kalidas Madhavpeddi |
77,940,265 |
99.79 |
163,351 |
0.21 |
Janice Stairs |
77,920,022 |
99.76 |
183,594 |
0.24 |
Rick Van Nieuwenhuyse |
77,938,382 |
99.79 |
165,234 |
0.21 |
Diana Walters |
77,784,854 |
99.59 |
318,762 |
0.41 |
The Company is also pleased to announce the
appointment of Ms. Janice Stairs, LLB, MBA as Chair of the Board of Directors. Ms. Stairs has been a director of Trilogy Metals
since 2011. She graduated from Dalhousie Law School and holds a Master of Business Administration degree from Queen's University.
"Janice is well suited to Chair the Trilogy
Board. With her strong legal background, her many years working in the mining sector and the fact that she has been an active director
of Trilogy Metals since its inception eight years ago, she knows the history of the Company and understands and appreciates the
relationships that Trilogy has built in Alaska towards advancing our assets in the Ambler Mining District.", said Rick Van
Nieuwenhuyse, President and Chief Executive Officer of the Company. "We are also delighted to welcome James (Jim) Gowans
as a director. Jim and I worked together at Placer Dome and he has always had an appreciation for the challenges of developing
a mine in Alaska. Jim's previous experience with Cominco Limited, where he oversaw the completion of a feasibility study and the
subsequent design and construction of the Red Dog Mine will be valuable to Trilogy Metals as we start the next phase of developing
the Arctic mine. Jim also operated the Red Dog Mine for three years following its commissioning. The relationships that he
built with the Inupiaq people of Northwestern Alaska will be invaluable as we advance the Ambler Mining District to production".
"We welcome Jim as an independent director
to Trilogy Metals", said Janice Stairs, Chair of the Board of Directors of Trilogy Metals. "Not only does Jim bring
his tremendous insight and experience in Alaska, but he also developed a well-established and respectful working dynamic with our
partner, South32 Limited while he was President and CEO of Arizona Mining Inc."
Detailed results of all items of business are
available in the Report of Voting Results filed under the Company's SEDAR profile at www.sedar.com ("SEDAR") and on the
Form 8-K filed under the Company's EDGAR profile at www.sec.org ("EDGAR").
About Trilogy Metals
Trilogy Metals Inc. is a metals exploration company focused on exploring and developing the Ambler mining district located in northwestern
Alaska. It is one of the richest and most-prospective known copper-dominant districts located in one of the safest geopolitical
jurisdictions in the world. It hosts world-class polymetallic volcanogenic massive sulphide ("VMS") deposits that contain
copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high grade copper mineralization.
Exploration efforts have been focused on two deposits in the Ambler mining district - the Arctic VMS deposit and the Bornite carbonate
replacement deposit. Both deposits are located within the Company's land package that spans approximately 143,000 hectares. The
Company has an agreement with NANA Regional Corporation, Inc., a Regional Alaska Native Corporation that provides a framework for
the exploration and potential development of the Ambler mining district in cooperation with local communities. Our vision is to
develop the Ambler mining district into a premier North American copper producer.
View
original content:http://www.prnewswire.com/news-releases/trilogy-metals-announces-election-of-directors-and-appoints-janice-stairs-as-chair-of-the-board-300855607.html
SOURCE Trilogy Metals Inc.
View original content: http://www.newswire.ca/en/releases/archive/May2019/23/c3924.html
%CIK: 0001543418
For further information: Company Contacts: Rick Van Nieuwenhuyse,
President & Chief Executive Officer; Elaine Sanders, Vice President & Chief Financial Officer; 604-638-8088 or 1-855-638-8088
CO: Trilogy Metals Inc.
CNW 06:30e 23-MAY-19
This regulatory filing also includes additional resources:
ex991.pdf
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