三联金属有限公司美股招股说明书(2025-05-27版)

Up to US$25,000,000 of Common Shares This prospectus supplement (this “Prospectus Supplement”) of Trilogy Metals Inc. (“we”, “Trilogy” or the “Company”), togetherwith the base shelf prospectus dated April14, 2025 (the “Prospectus”), qualifies the distribution (the “Offering”) of common shares(the “Offered Shares”) in the capital of Trilogy having an aggregate offering amount of up to US$25,000,000 (or the equivalent inCanadian dollars determined using the daily exchange rate posted by the Bank of Canada on the date the Offered Shares are sold). See Trilogy has entered into an equity distribution agreement dated May27,2025 (the “Distribution Agreement”) with BMO NesbittBurns Inc. and Cantor Fitzgerald Canada Corporation (together the “Canadian Agents”) and BMO Capital Markets Corp. and CantorFitzgerald& Co. (together the “U.S. Agents”, and collectively with the Canadian Agents the “Agents” and each an “Agent”), pursuantto which Trilogy may offer and issue the Offered Shares from time to time through the Agents, as agents, in accordance with the termsof the Distribution Agreement. See “Plan of Distribution”. The Offering is being made in the United States under the terms of theCompany’s registration statement on FormS-3 (File No.333-285072) filed with the United States Securities and Exchange Outstanding common shares of the Company (the “Common Shares”) are listed and posted for trading on the Toronto StockExchange (“TSX”) and the NYSE American LLC (“NYSE American”), under the symbol “TMQ”. On the last complete trading dayprior to the date hereof, the last reported sale price of our Common Shares on the TSX on May 26, 2025 was C$1.71 per CommonShare and on the NYSE American on May 23, 2025 was US$1.26 per Common Share. The TSX has conditionally approved the listing Sales of the Offered Shares, if any, under this Prospectus Supplement and the Prospectus will be made in transactions that are deemedto be “at-the-market distributions” (an “ATM Distribution”) as defined in National Instrument 44-102 –Shelf Distributions(“NI 44-102”) and an “at-the-market offering” as defined in Rule415 under the United States Securities Act of 1933, as amended (the “U.S.Securities Act”), including sales made by the Agents directly on the TSX, the NYSE American or any other trading market for theCommon Shares in Canada or the United States or as otherwise agreed between the Agents and the Company. Subject to the pricing Trilogy will pay the Agents a commission for their services in acting as agents in connection with the sale of the Offered Sharespursuant to the Distribution Agreement (the “Commission”). The amount of the Commission shall not exceed 3.0% of the gross sales price per Offered Share sold. In addition, the Company has agreed to reimburse certain expenses of the Agents in connection with theDistribution Agreement. The Company estimates that the total expenses that it will incur related to the commencement of the Offering,excluding compensation payable to the Agents under the terms of the Distribution Agreement, will be approximately US$200,000(plus applicable taxes and disbursements). See“Plan of Distribution”. The net proceeds that Trilogy will receive from sales of the Offered Shares will vary depending on the number of Offered Sharesactually sold and the offering price for such Offered Shares, but will not exceed US$25,000,000 in the aggregate. See “Use of In connection with the sale of the Offered Shares on our behalf, the Agents may each be deemed to be an “underwriter” within themeaning of Section2(a)(11) of the U.S. Securities Act, and the compensation of the Agents may be deemed to be underwriting As sales agents, the Agents will not engage in any transactions to stabilize or maintain the market price of the Common Shares. NoAgent, underwriter or dealer involved in an ATM Distribution, no affiliate of such Agent, underwriter or dealer and no person orcompany acting jointly or in concert with an Agent, underwriter or dealer, may, in connection with the distribution, enter into anytransaction that is intended to stabilize or maintain the market price of the Common Shares or securities of the same class as the Please carefully read both this Prospectus Supplement and the Prospectus together with the documents incorporated herein and thereinby reference under “Documents Incorporated by Reference” and the additional information described below under “Additional The Company’s head office is located at Suite901, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A8. TheCompany’s registered office is located at Suite3500, 1133 Melville Street, Vancouver, British Columbia, Canada, V6E 4E5. Prospective investors should rely only on the information contained in or incorporated by reference into this Prospectus Supplementand the accompanying Prospectus. Neither the Company nor the Agents have authorized anyone to provide prospective investors withdifferent or additional information. Information conta