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): May 28, 2020

 

_______________________

 

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 28, 2020, Trilogy Metals Inc. (the “Company”) held its 2020 annual meeting of shareholders (the “Annual Meeting”) at the offices of the Company 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 March 30, 2020, as supplemented on April 13, 2020 (the “Proxy Statement”):

 

(1)

Set the Number of Directors of the Company at Eight. The Company’s shareholders voted to set the number of directors on the board of directors (the “Board”) at eight. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to setting the number of directors at eight:

 

For		Against		Abstain		Broker Non-Vote
115,138,130		362,315		-		-

 

(2)

Election of Directors. The Company’s shareholders elected the following 8 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		95,740,194		189,046		-		20,437,110
James Gowans		95,741,442		187,797		-		20,437,110
William Hayden		95,687,288		241,951		-		20,437,110
William Hensley		95,778,244		150,995		-		20,437,110
Gregory Lang		95,696,466		232,773		-		20,437,110
Kalidas Madhavpeddi		95,687,064		242,176		-		20,437,109
Janice Stairs		95,746,902		182,338		-		20,437,109
Diana Walters		95,742,612		186,628		-		20,437,109

 

(3)

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
115,088,021		412,423		-		1

 

Item 7.01 Regulation FD Disclosure

On May 29, 2020, 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

Exhibit Number	Description
99.1	Press release, dated May 29, 2020 relating to voting results from its Annual Meeting

 

 

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 29, 2020		By:	/s/ Elaine Sanders
			Elaine Sanders, Chief Financial Officer

 

 

 

Exhibit 99.1

 

Trilogy Metals Announces Election of Directors

VANCOUVER, May 29, 2020 /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	95,740,194	99.80	189,046	0.20
James Gowans	95,741,442	99.80	187,797	0.20
William Hayden	95,687,288	99.75	241,951	0.25
William Hensley	95,778,244	99.84	150,995	0.16
Gregory Lang	95,696,466	99.76	232,773	0.24
Kalidas Madhavpeddi	95,687,064	99.75	242,176	0.25
Janice Stairs	95,746,902	99.81	182,338	0.19
Diana Walters	95,742,612	99.81	186,628	0.19

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.gov ("EDGAR").

The Company is also pleased to confirm that on June 1, 2020 Tony Giardini will formally assume the role of President and Chief Executive Officer of Trilogy Metals. Mr. Jim Gowans, who was previously the interim President and Chief Executive Officer, will remain in his role as a director of the Company and he will continue as a member of the Board of Ambler Metals LLC, overseeing the Company's interests in its joint venture with South32 Limited.

About Trilogy Metals

Trilogy Metals Inc. is a metals exploration and development company which holds a 50 percent interest in Ambler Metals LLC which has a 100 percent interest in the Upper Kobuk Mineral Projects ("UKMP" in northwestern Alaska. On December 19, 2020, South32, which is a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy. The UKMP is located within the Ambler Mining District which 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 and cobalt 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 land package that spans approximately 172,636 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-301067903.html

SOURCE Trilogy Metals Inc.

View original content: http://www.newswire.ca/en/releases/archive/May2020/29/c6876.html

%CIK: 0001543418

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

CO: Trilogy Metals Inc.

CNW 16:30e 29-MAY-20

This regulatory filing also includes additional resources:
ex991.pdf