Trilogy Metals Inc 10-Q for FY2025 Q3

Trilogy Metals Inc. (TMQ)

10-Q 2025-10-01 For: 2025-08-31

Added on April 11, 2026

About this 10-Q

Trilogy Metals Inc filed this 10-Q on October 1, 2025, covering the quarter ended August 31, 2025 (FY2025 Q3).

Headline figures

Quarter ended August 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $1.75M; compared with a net loss of $1.59M a year earlier
Diluted EPS: -$0.01; compared with -$0.01 a year earlier

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British Columbia	98-1006991
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Suite 901, 510 Burrard Street Vancouver, British Columbia Canada	V6C 3A8
(Address of Principal Executive Offices)	(Zip Code)


Large accelerated filer ◻	Accelerated filer ◻	Non-accelerated filer ☒	Smaller reporting company☒	Emerging growth company ☐


		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24

PART II - OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26


	in thousands of US dollars
	August 31, 2025	November 30, 2024
	$	$
Assets
Current assets
Cash and cash equivalents	23,372	25,834
Accounts receivable	17	16
Deposits and prepaid amounts	344	195
Total current assets	23,733	26,045

Investment in Ambler Metals LLC (note 3)	105,261	107,497
Right of use asset (note 5(a))	126	155
Total assets	129,120	133,697

Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 4)	333	756
Current portion of lease liability (note 5b)	40	37
Total current liabilities	373	793

Long-term portion of lease liability (note 5(b))	82	110
Total liabilities	455	903

Shareholders' equity
Share capital (note 6) – unlimited common shares authorized, no par value issued – 164,291,410 (2024 – 161,085,313)	192,898	190,503
Contributed surplus	118	118
Contributed surplus – options (note 6(a))	29,712	28,801
Contributed surplus – units (note 6(b))	3,884	3,772
Deficit	(97,947)	(90,400)
Total shareholders' equity	128,665	132,794
Total liabilities and shareholders' equity	129,120	133,697




in thousands of US dollars, except share and per share amounts
	For the three months ended			For the nine months ended
		August 31, 2025	August 31, 2024		August 31, 2025	August 31, 2024
		$	$		$	$
Expenses
Amortization		—	1		—	4
Exploration expenses		40	28		40	28
Foreign exchange (gain) loss		2	2		(9)	3
General and administrative		214	293		910	1,027
Investor relations		38	15		72	46
Professional fees		246	138		1,305	530
Salaries		251	158		774	527
Salaries and directors expense – stock-based compensation		374	506		2,971	3,014
Total expenses		1,165	1,141		6,063	5,179
Other items
Interest income and other income		(311)	(152)		(741)	(200)
Net services agreement income		2	(22)		(11)	(47)
Share of loss on equity investment (note 3(b))		891	624		2,236	2,019
Loss and comprehensive loss for the period		(1,747)	(1,591)		(7,547)	(6,951)
Basic loss per common share		(0.01)	(0.01)		(0.05)	(0.04)
Diluted loss per common share		(0.01)	(0.01)		(0.05)	(0.04)
Basic weighted average number of common shares outstanding		164,258,258	160,542,286		163,770,522	159,466,414
Diluted weighted average number of common shares outstanding		164,258,258	160,542,286		163,770,522	159,466,414


/s/ Tony Giardini, President, CEO and Director		/s/ Diana Walters, Director

Approved on behalf of the Board of Directors


				Contributed	Contributed		Total
			Contributed	surplus –	surplus –		shareholders’
	Number of shares	Share capital	surplus	options	units	Deficit	equity
	outstanding	$	$	$	$	$	$
Balance – November 30, 2023	155,925,990	187,886	118	28,237	3,127	(81,813)	137,555
Restricted Share Units	3,633,065	1,804	—	—	(1,804)	—	—
Joint venture contribution	143,507	112	—	—	—	—	112
Services settled by common shares	64,368	30	—	—	—	—	30
Stock-based compensation	—	—	—	318	1,681	—	1,999
Loss for the period	—	—	—	—	—	(3,601)	(3,601)
Balance – February 29, 2024	159,766,930	189,832	118	28,555	3,004	(85,414)	136,095
Restricted Share Units	353,347	155	—	—	(155)	—	—
Services settled by common shares	66,511	30	—	—	—	—	30
Stock-based compensation	—	—	—	92	417	—	509
Loss for the period	—	—	—	—	—	(1,759)	(1,759)
Balance – May 31, 2024	160,186,788	190,017	118	28,647	3,266	(87,173)	134,875
Restricted Share Units	326,020	153	—	—	(153)	—	—
Services settled by common shares	54,706	30	—	—	—	—	30
Stock-based compensation	—	—	—	94	415	—	509
Loss for the period	—	—	—	—	—	(1,591)	(1,591)
Balance – August 31, 2024	160,567,514	190,200	118	28,741	3,528	(88,764)	133,823

Balance – November 30, 2024	161,085,313	190,503	118	28,801	3,772	(90,400)	132,794
Exercise of options	263,333	195	—	(64)	—		131
Restricted Share Units	2,647,945	1,863	—	—	(1,863)	—	—
Services settled by common shares	24,260	30	—	—	—	—	30
Stock-based compensation	—	—	—	738	1,520	—	2,258
Loss for the period	—	—	—	—	—	(3,623)	(3,623)
Balance – February 28, 2025	164,020,851	192,591	118	29,475	3,429	(94,023)	131,590
Exercise of options	86,667	110	—	(39)	—	—	71
Restricted Share Units	119,906	145	—	—	(145)	—	—
Services settled by common shares	13,986	20	—	—	—	—	20
Stock-based compensation	—	—	—	140	372	—	512
Loss for the period	—	—	—	—	—	(2,177)	(2,177)
Balance – May 31, 2025	164,241,410	192,866	118	29,576	3,656	(96,200)	130,016
Exercise of options	50,000	32	—	(10)	—	—	22
Stock-based compensation	—	—	—	146	228	—	374
Loss for the period	—	—	—	—	—	(1,747)	(1,747)
Balance – August 31, 2025	164,291,410	192,898	118	29,712	3,884	(97,947)	128,665


	in thousands of dollars
		$
November 30, 2024, Investment in Ambler Metals		107,497
Share of loss on equity investment for the nine-month period ending August 31, 2025		(2,236)
August 31, 2025, Investment in Ambler Metals		105,261


		in thousands of dollars
		$
Balance as at November 30, 2024		155
Net amortization		(29)
Balance as at August 31, 2025		126


	in thousands of dollars
	Nine months ended	Nine months ended
	August 31, 2025	August 31, 2024
	$	$
Operating lease costs	38	122
Variable lease costs	13	103
Total lease expense	51	225


		in thousands of dollars
		August 31, 2025
Fiscal year		$
2025		12
2026		50
2027		51
2028		25
2029		—
Total undiscounted lease payments		138
Effect of discounting		(16)
Present value of lease payments recognized as lease liability		122
Less: current portion of lease liability		(40)
Long-term portion of lease liability		82


	in thousands of dollars, except share amounts
	Number of shares	$
November 30, 2024	161,085,313	190,503
Exercise of options	400,000	337
Shares issued from Restricted Share Units	2,767,851	2,008
Services settled by common shares	38,246	50
August 31, 2025, issued and outstanding	164,291,410	192,898


		August 31, 2025
Risk-free interest rates		2.85%
Exercise price		CDN$1.52
Expected life		3 years
Expected volatility		89.3%
Expected dividends		Nil


		August 31, 2025
		Weighted average
		exercise price
	Number of options	CDN$
Balance – beginning of the year	13,630,234	1.77
Granted	2,125,000	1.52
Exercised	(400,000)	0.79
Expired	(3,640,000)	2.75
Balance – end of the period	11,715,234	1.45


	Number of RSUs	Number of DSUs	Number of Fixed DSUs
Balance – beginning of the year	2,793,339	3,133,412	—
Granted	1,811,096	72,943	304,605
Settled in common shares	(2,806,097)	—	—
Balance – end of the period	1,798,338	3,206,355	304,605



	in thousands of US dollars, except share and per share amounts
	Three months ended			Nine months ended
		August 31, 2025	August 31, 2024		August 31, 2025	August 31, 2024
		$	$		$	$
General and administrative		214	293		910	1,027
Investor relations		38	15		72	46
Professional fees		246	138		1,305	530
Salaries		251	158		774	527
Salaries and directors expense – stock-based compensation		374	506		2,971	3,014
Share of loss on equity investment		891	624		2,236	2,019
Comprehensive loss for the period		(1,747)	(1,591)		(7,547)	(6,951)
Basic and diluted loss per common share		(0.01)	(0.01)		(0.05)	(0.04)


Exhibit No.		Description
3.1		Certificate of Incorporation, dated April 27, 2011 (incorporated by reference Exhibit 99.2 to the Registration Statement on Form 40-F as filed on March 1, 2012, File No. 001-35447)

3.2		Articles of Trilogy Metals Inc., effective April 27, 2011, as altered March 20, 2011 (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Registration Statement on Form 40-F as filed on April 19, 2012, File No. 001-35447)

3.3		Notice of Articles and Certificate of Change of Name, dated September 1, 2016 (incorporated by reference to Exhibit 3.1 to the Form 8-K dated September 8, 2016)

31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101		Interactive Data Files

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


Date: September 30, 2025	TRILOGY METALS INC.


	By:	/s/ Tony Giardini
		Tony Giardini
		President and Chief Executive Officer


	By:	/s/ Elaine M. Sanders
		Elaine M. Sanders
		Vice President and Chief Financial Officer

By:	/s/ Tony Giardini
	Tony Giardini
	President and Chief Executive Officer
	(principal executive officer)

By:	/s/ Elaine Sanders
	Elaine Sanders
	Vice President and Chief Financial Officer
	(principal financial officer)


	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	September 30, 2025
By:	/s/ Tony Giardini
	Tony Giardini
	President and Chief Executive Officer
	(principal executive officer)