8-K
Trilogy Metals Inc. (TMQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):May 13, 2025
_______________________
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 901, 510 Burrard Street
Vancouver, British Columbia Canada, V6C 3A8
(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<br><br> <br>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 May 13, 2025, Trilogy Metals Inc. (the “Company”) held its 2025 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 amendments to the Company’s Restricted Share Unit Plan (the “RSU Plan”) and the Company’s Non-Employee Directors Deferred Share Unit Plan (the “DSU Plan”), as reported in Item 5.07 below.
The material terms of each of the RSU Plan and DSU Plan are described in the Company’s definitive proxy statement, dated March 28, 2025, under the headings “Mattersto be Acted Upon at Meeting – Approval of Amendments to and Unallocated Entitlements Under the Restricted Share Unit Plan” and “Matters to be Acted Upon – Approval of Amendments to and Unallocated Entitlements Under the Deferred Share Unit Plan”, respectively, which are incorporated herein by reference. The RSU Plan is filed as Exhibit 10.1 hereto, and the DSU Plan is filed as Exhibit 10.2 hereto.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Proxy Statement:
| (1) | Election of Directors. The Company’s shareholders elected the<br>following 7 nominees to the Board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of<br>shareholders, unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual<br>Meeting with respect to the election of directors: | |||
|---|---|---|---|---|
| Nominee | For | Withheld | Abstain | Broker<br><br> <br>Non-Vote |
| --- | --- | --- | --- | --- |
| Tony Giardini | 99,486,993 | 367,716 | - | 22,441,407 |
| James Gowans | 99,046,528 | 808,181 | - | 22,441,407 |
| William Hayden | 99,277,655 | 577,053 | - | 22,441,408 |
| William Hensley | 99,285,059 | 569,649 | - | 22,441,408 |
| Gregory Lang | 94,042,296 | 5,812,413 | - | 22,441,407 |
| Janice Stairs | 99,432,506 | 422,202 | - | 22,441,408 |
| Diana Walters | 99,436,555 | 418,154 | - | 22,441,407 |
| (2) | Appointment of PricewaterhouseCoopers LLP. The Company’s shareholders<br>approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm until the<br>next annual meeting of shareholders or until a successor is appointed and authorized the audit committee of the Board to fix their remuneration.<br>The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the appointment of PricewaterhouseCoopers<br>LLP: | |||
| --- | --- | |||
| For | Withheld | Abstain | Broker Non-Vote | |
| --- | --- | --- | --- | |
| 122,110,200 | 183,915 | - | 1 | |
| (1) | Approval of the Restricted Share Unit Plan. The Company’s shareholders approved unallocated<br>awards under the Restricted Share Unit Plan, as set forth below: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Vote | |
| --- | --- | --- | --- | |
| 97,738,217 | 1,734,107 | 380,383 | 22,441,409 | |
| (2) | Approval of the Deferred Share Unit Plan. The Company’s shareholders approved unallocated<br>awards under the Deferred Share Unit Plan, as set forth below: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Vote | |
| --- | --- | --- | --- | |
| 97,718,577 | 1,749,193 | 384,936 | 22,441,410 | |
| (3) | Approval of Non-Binding Resolution Approving Executive Compensation.<br>The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive<br>Officers”. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of executive<br>compensation: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Vote | |
| --- | --- | --- | --- | |
| 98,002,630 | 1,439,181 | 410,896 | 22,441,409 | |
| Item 7.01 | Regulation FD Disclosure | |||
| --- | --- |
On May 14, 2025, 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 |
|---|---|
| 10.1 | Trilogy Metals Inc. Restricted Share Unit Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 28, 2025) |
| 10.2 | Trilogy Metals Inc. Deferred Share Unit Plan (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 28, 2025) |
| 99.1 | Press release, dated May 14, 2025 relating to voting results from its Annual Meeting |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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 14, 2025 | By: | /s/ Elaine Sanders |
| Elaine Sanders, Chief Financial Officer |
Exhibit 99.1
Trilogy Metals Announces Election of Directors and Voting Results from the 2025 Annual Meeting of Shareholders
VANCOUVER, BC, May 14, 2025 /CNW/ - Trilogy MetalsInc. (TSX: TMQ) (NYSE American: TMQ) ("Trilogy Metals" or the "Company") is pleased to announce the detailed voting results on the items of business considered at its Annual Meeting of Shareholders ("Meeting") held in Vancouver on Tuesday, May 13, 2025. All proposals were approved and the nominees listed in the management proxy circular for the meeting were all elected as directors. A total of 122,296,116 or 74.50% of the Company's issued and outstanding shares eligible to vote were represented at the Meeting.
Shareholder Voting Results
The Shareholders voted on the following matters at this year's Meeting. Other than Proposal 1, which represents votes by ballot, the results presented below represent votes according to proxies received.
Proposal 1: Election of Directors
| Nominee | Votes<br><br> <br>For | % Votes<br><br> <br>For | Votes Withheld | % Votes<br><br> <br>Withheld |
|---|---|---|---|---|
| Tony Giardini | 99,486,993 | 99.63 | 367,716 | 0.37 |
| James Gowans | 99,046,528 | 99.19 | 808,181 | 0.81 |
| William Hayden | 99,277,655 | 99.42 | 577,053 | 0.58 |
| William Hensley | 99,285,059 | 99.43 | 569,649 | 0.57 |
| Gregory Lang | 94,042,296 | 94.18 | 5,812,413 | 5.82 |
| Janice Stairs | 99,432,506 | 99.58 | 422,202 | 0.42 |
| Diana Walters | 99,436,555 | 99.58 | 418,154 | 0.42 |
Proposal 2: Appointment of the Auditor
| Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|---|---|---|
| 122,110,200 | 99.85 | 183,915 | 0.15 |
Proposal 3: Approval of all unallocated entitlementsunder the Restricted Share Unit Plan
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstaining | % Votes Abstaining |
|---|---|---|---|---|---|
| 97,738,217 | 97.88 | 1,734,107 | 1.74 | 380,383 | 0.38 |
Proposal 4: Approval of all unallocated entitlementsunder the Deferred Share Unit Plan
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstaining | % Votes Abstaining |
|---|---|---|---|---|---|
| 97,718,577 | 97.86 | 1,749,193 | 1.75 | 384,936 | 0.39 |
Proposal 5: Approval of a Non-Binding ResolutionApproving the Compensation of the Company's Named Executive Officers
| Votes For | % Votes For | Votes****Against | % Votes Against | Votes Abstaining | % Votes Abstaining |
|---|---|---|---|---|---|
| 98,002,630 | 98.15 | 1,439,181 | 1.44 | 410,896 | 0.41 |
Detailed results of all items of business are also available in the Report of Voting Results filed under the Company's SEDAR+ profile www.sedarplus.ca ("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 metal 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, 2019, South32, 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 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 a land package that spans approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska Native Corporation that provides a framework for the exploration and potential development of the Ambler Mining District in cooperation with local communities. Trilogy's vision is to develop the Ambler Mining District into a premier North American copper producer while protecting and respecting subsistence livelihoods.
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SOURCE Trilogy Metals Inc.
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%CIK: 0001543418
For further information: Company Contacts: Tony Giardini, President & Chief Executive Officer; Elaine Sanders, Vice President & Chief Financial Officer, 604-638-8088
CO: Trilogy Metals Inc.
CNW 06:30e 14-MAY-25