8-K - TMQ - Equibles

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 20, 2021

Trilogy Metals Inc.

(Exact name of registrant as specified in its charter)

British Columbia	001-35447	98-1006991
(State or other jurisdiction<br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br><br>on which registered
Common Shares	TMQ	NYSE American<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 5.07	Submission of Matters to a Vote of Security Holders.

On May 19, 2021, Trilogy Metals Inc. (the “Company”) held its 2021 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, 2021, as revised on April 30, 2021 (the “Proxy Statement”):

(1)	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 <br>Non-Vote
---	---	---	---	---	---	---	---	---
Tony Giardini		84,136,295		123,899		—		35,174,115
James Gowans		84,103,545		156,649		—		35,174,115
William Hayden		84,136,696		123,498		—		35,174,115
William Hensley		84,124,876		135,318		—		35,174,115
Gregory Lang		84,066,771		193,424		—		35,174,114
Kalidas Madhavpeddi		84,082,252		177,943		—		35,174,114
Janice Stairs		84,084,677		175,518		—		35,174,114
Diana Walters		84,090,011		170,183		—		35,174,115
(2)	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:
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For	Withheld	Abstain	Broker Non-Vote
---	---	---	---
118,604,542	829,716	—	31
(3)	Approval of the 2012 Equity Incentive Plan. The Company’s shareholders ratified and approved all unallocated awards under the 2012 Equity Incentive Plan, as set forth below:
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For	Withheld	Abstain	Broker Non-Vote
---	---	---	---
69,999,361	14,080,940	179,892	35,174,116
(4)	Approval of the Ambler Metals Equity Plan. The Company’s shareholders approved the Ambler Metals Equity Plan, as set forth below:
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For	Withheld	Abstain	Broker Non-Vote
---	---	---	---
70,109,196	14,012,614	138,412	35,174,087
Item 7.01	Regulation FD Disclosure
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On May 20, 2021, 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<br>Number	Description
99.1	Press release, dated May 20, 2021 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 20, 2021	By:	/s/ Elaine Sanders
		Elaine Sanders, Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

News Release

Trilogy Metals Announces Election of Directors and Voting Results from the 2021 Annual Meeting of Shareholders

May 20, 2021 - Vancouver, British Columbia – Trilogy Metals Inc. (TSX, 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 the Shareholders (“Meeting”) held in Vancouver yesterday. All proposals were approved and the nominees listed in the management proxy circular for the meeting were all elected as directors. A total of 119,434,309 or 82.77% of the Company’s issued and outstanding shares were represented at the Meeting.

Shareholder Voting Results

The Shareholders voted on the following matters at this year’s Meeting. Other than Proposals 1, 3 and 4, which represents votes by ballot, the results presented below represent votes accordingly to proxies received.

Proposal 1: Election of Directors

Nominee
Tony Giardini	84,136,295	99.85	123,899	0.15
James Gowans	84,103,545	99.81	156,649	0.19
William Hayden	84,136,696	99.85	123,498	0.15
William Hensley	84,124,876	99.84	135,318	0.16
Gregory Lang	84,066,771	99.77	193,424	0.23
Kalidas Madhavpeddi	84,082,252	99.79	177,943	0.21
Janice Stairs	84,084,677	99.79	175,518	0.21
Diana Walters	84,090,011	99.80	170,183	0.20

Proposal 2: Appointment of the Auditor

Votes For	% Votes For	Votes Withheld	% Votes Withheld
118,604,542	99.31	829,716	0.69

Proposal 3: Approval of all unallocated entitlements under the Equity Plan

VotesFor	% VotesFor	VotesAgainst	% VotesAgainst	VotesAbstaining	% VotesAbstaining
69,999,361	83.08	14,080,940	16.71	179,892	0.21
Trust	Respect	Integrity
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Proposal 4: Approval of Ambler Metals Equity Plan

VotesFor	% VotesFor	VotesAgainst	% VotesAgainst	VotesAbstaining	% VotesAbstaining
70,109,196	83.21	14,012,614	16.63	138,412	0.16

Detailed results of all items of business are also 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.org (“EDGAR”).

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, 2019, 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.

Company Contacts
Elaine Sanders	Patrick Donnelly
Vice President & Chief Financial Officer	Vice President Corporate Communications<br>& Development

604-638-8088 or 1-855-638-8088

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Trust	Respect	Integrity