TMQ Trilogy Metals Inc

 

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): September 4, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 4, 2019, Rick Van Nieuwenhuyse resigned as Chief Executive Officer and President and as a member of the Board of Trilogy Metals Inc. (the “Company”), effective immediately (the “Effective Date”). On the same day, the Board appointed James (Jim) Gowans as the Company’s interim Chief Executive Officer, effective as of the end of Mr. Van Nieuwenhuyse’s service as Chief Executive Officer.

Mr. Gowans, 67 years old, has served as a member of the Board since May 2019 and will continue to serve on the Board. He was previously the president, CEO and a director of Arizona Mining Inc. from January 2016 until it was purchased by South32 Limited in August 2018. He was senior advisor to the chair of the board of Barrick Gold Corporation from August to December 2015, co-president from July 2014 to August 2015 and executive vice-president and COO from January to July 2014. He served as managing director of the Debswana Diamond Company in Botswana from 2011 to 2014. He has extensive experience as a senior executive in the mining industry, including holding executive positions at DeBeers SA, DeBeers Canada Inc. and PT Inco in Indonesia, and with Placer Dome Ltd. Mr. Gowans is the past chair of the Mining Association of Canada. Mr. Gowans also has experience in Alaska, having worked for Cominco Limited where he oversaw the completion of a feasibility study and the subsequent design and construction of the Red Dog Mine. Mr. Gowans then operated the Red Dog Mine for three years following its commissioning. He received a bachelor of applied science degree in mineral engineering from the University of British Columbia and attended the Banff School of Advanced Management.

There are no arrangements or understandings between Mr. Gowans and any other persons, pursuant to which he was appointed as interim Chief Executive Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Gowans and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The details of Mr. Gowans’ compensation to be paid in connection with his appointment as interim Chief Executive Officer have not been determined as of the date hereof and will be determined by the Compensation Committee at a later date.

In connection with his resignation from the Company on September 4, 2019, Mr. Van Nieuwenhuyse and the Company entered into a Separation Agreement and Release (the “Separation Agreement”) dated September 4, 2019 and a Consulting Services Agreement (the “Consulting Services Agreement”) dated September 4, 2019.

Pursuant to the Consulting Services Agreement, Mr. Van Nieuwenhuyse will provide transitional services on an as-needed basis at the request of the interim or newly appointed Chief Executive Officer until January 31, 2020, unless the Consulting Agreement is terminated earlier in accordance with its terms (the “Consulting Period”). Mr. Van Nieuwenhuyse will receive a monthly consulting fee of Cdn$40,416.66 plus GST.

The Separation Agreement provides that Mr. Van Nieuwenhuyse: (i) shall continue to vest in his outstanding stock option awards and restricted stock unit awards through the end of the Consulting Period, (ii) will be entitled to exercise vested stock options until the earlier of 6 months following the end of the Consulting Period or the expiration date on the option, (iii) will not, without consent of the Company, dispose of Company common shares until March 4, 2020 (other than to offset tax consequences from the exercise of options or RSUs), and (iv) shall not, until September 4, 2020, directly or indirectly, acquire any property in the “Area of Interest” as that term is contemplated in the Company’s agreements with South 32 USA Exploration Inc. and Nana Regional Corporation Inc. The Separation Agreement also provides for a release from Mr. Van Nieuwenhuyse as well as other standard terms and conditions.

The Board will commence a search to identify a new Chief Executive Officer shortly.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release, dated September 5, 2019

 

 

 

 

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:	September 6, 2019	By:	/s/ Elaine Sanders
			Elaine Sanders, Chief Financial Officer

 

 

 

 

 

 

Exhibit 99.1

 

Trilogy Metals Announces the Resignation of Rick Van Nieuwenhuyse as CEO and the Appointment of James Gowans as Interim CEO

VANCOUVER, Sept. 5, 2019 /CNW/ - Trilogy Metals Inc. (TSX / NYSE American: TMQ) ("Trilogy Metals" or the "Company") announces the resignation of Rick Van Nieuwenhuyse as CEO, President and director of Trilogy Metals.  James (Jim) Gowans has been appointed CEO and President on an interim basis.

Mr. Van Nieuwenhuyse will remain as a consultant to the Company until January 31, 2020 and will assist with transitional matters and with advancing the Company's interests in Alaska.

The Board of Directors of Trilogy Metals wishes to thank Mr. Van Nieuwenhuyse for his contributions to the Company over the years including the integral role he has played in the development of the Ambler Mining District.  In 2004, Mr. Van Nieuwenhuyse negotiated the acquisition of the Ambler Mining District assets from Rio Tinto subsidiary, Kennecott Copper.  In 2011, he concluded an agreement with NANA Regional Corporation, Inc. for the Bornite property further consolidating the district and developing a partnership with a leading Alaska Native Corporation.  Mr. Van Nieuwenhuyse built a partnership with the State of Alaska, specifically, the Alaska Industrial Development and Export Authority, to promote the development of a road to the Ambler Mining District.  That effort culminated recently with the issuance of the Draft Environmental Impact Statement for the Ambler Mining District Industrial Access Project, a proposed 211-mile road that will link the Ambler Mining District to the existing rail and port infrastructure in southcentral Alaska.

About Jim Gowans

Mr. Gowans is a director of the Company and was President and CEO of Arizona Mining Inc. from 2016 to 2018 when Arizona Mining was purchased by South32 Limited. Previously he was a Senior Advisor to the Chairman, Co-President and EVP and COO at Barrick Gold Corporation from 2014 to 2015. Mr. Gowans has extensive experience in Alaska. He completed the feasibility study for the Red Dog Mine, oversaw the design and construction of that mine and then operated Red Dog for three years after commissioning.

The Board of Directors of the Company will commence a search for a permanent Chief Executive Officer shortly.

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.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. These forward-looking statements may include statements regarding perceived merit of properties; exploration plans and budgets; mineral reserves and resource estimates; timing of the feasibility study; funding by South32; work programs; capital expenditures; timelines; strategic plans; market prices for precious and base metals; or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the uncertainties involving the interpretation of drill results, the need for additional financing to explore and develop properties and availability of financing in the debt and capital markets; uncertainties involved in the interpretation of drilling results and geological tests and the estimation of reserves and resources; the need for cooperation of government agencies and native groups in the development and operation of properties as well as the construction of the access road; the need to obtain permits and governmental approvals; risks of construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, metal grades or recovery rates; unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; and other risks and uncertainties disclosed in the Company's Annual Report on Form 10-K for the year ended November 30, 2018 filed with Canadian securities regulatory authorities and with the United States Securities and Exchange Commission and in other Company reports and documents filed with applicable securities regulatory authorities from time to time. The Company's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. The Company assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

View original content:http://www.prnewswire.com/news-releases/trilogy-metals-announces-the-resignation-of-rick-van-nieuwenhuyse-as-ceo-and-the-appointment-of-james-gowans-as-interim-ceo-300912180.html

SOURCE Trilogy Metals Inc.

View original content: http://www.newswire.ca/en/releases/archive/September2019/05/c2424.html

%CIK: 0001543418

For further information: Company Contacts: Elaine Sanders, Chief Financial Officer; Patrick Donnelly, Vice President Corporate Communications & Development, 604-638-8088 or 1-855-638-8088

CO: Trilogy Metals Inc.

CNW 06:50e 05-SEP-19

This regulatory filing also includes additional resources:
ex991.pdf