Trilogy Metals Inc 10-Q for FY2026 Q1

Trilogy Metals Inc. (TMQ)

10-Q 2026-04-02 For: 2026-02-28

Added on April 11, 2026

About this 10-Q

Trilogy Metals Inc filed this 10-Q on April 2, 2026, covering the quarter ended February 28, 2026 (FY2026 Q1).

Headline figures

Quarter ended February 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $7.06M; compared with a net loss of $3.62M a year earlier
Diluted EPS: -$0.04; compared with -$0.02 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	23
Item 4.	Controls and Procedures	24

PART II - OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
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
		February 28, 2026	November 30, 2025
		$	$
Assets
Current assets
Cash and cash equivalents		47,784	51,613
Accounts receivable		112	118
Deposits and prepaid amounts		120	193
Total current assets		48,016	51,924

Investment in Ambler Metals LLC (note 3)		106,420	105,263
Right of use asset (note 5(a))		106	117
Total assets		154,542	157,304

Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 4)		698	2,329
Current portion of lease liability (note 5b)		43	41
Derivative liability (note 2)		32,257	30,743
Total current liabilities		32,998	33,113

Long-term portion of lease liability (note 5(b))		60	70
Total liabilities		33,058	33,183

Shareholders' equity
Share capital (note 6) – unlimited common shares authorized, no par value issued – 172,545,639 (2025 – 171,069,888)		227,818	225,241
Contributed surplus		118	118
Contributed surplus – options (note 6(a))		29,477	27,294
Contributed surplus – units (note 6(b))		3,775	4,109
Deficit		(139,704)	(132,641)
Total shareholders' equity		121,484	124,121
Total liabilities and shareholders' equity		154,542	157,304


in thousands of US dollars, except share and per share amounts
	For the three months ended
		February 28, 2026	February 28, 2025
		$	$
Expenses
Exploration expenses		25	—
Foreign exchange gain		(58)	(11)
General and administrative		567	343
Investor relations		68	16
Professional fees		311	447
Salaries		616	207
Salaries and directors expense – stock-based compensation (note 6)		3,096	2,230
Total expenses		4,625	3,232
Other items
Interest and other income		(419)	(190)
Share of loss on equity investment (note 3(b))		1,343	581
Loss on derivative carried at fair market value		1,514	—
Loss and comprehensive loss for the period		(7,063)	(3,623)
Basic loss per common share		(0.04)	(0.02)
Diluted loss per common share		(0.04)	(0.02)
Basic weighted average number of common shares outstanding		171,942,282	162,833,597
Diluted weighted average number of common shares outstanding		171,942,282	162,833,597


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

Approved on behalf of the Board of Directors


	Trilogy Metals Inc. For the Quarter Ended February 28, 2026	3


				Contributed	Contributed		Total
			Contributed	surplus –	surplus –		shareholders’
	Number of shares	Share capital	surplus	options	units	Deficit	equity
	outstanding	$	$	$	$	$	$
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

Balance – November 30, 2025	171,069,888	225,241	118	27,294	4,109	(132,641)	124,121
Exercise of options	153,334	246	—	(80)	—	—	166
At-the-market offering, net of share issue cost	174,410	1,164	—	—	—	—	1,164
Restricted Share Units	1,148,007	1,167	—	—	(1,167)	—	—
Stock-based compensation	—	—	—	2,263	833	—	3,096
Loss for the period	—	—	—	—	—	(7,063)	(7,063)
Balance – February 28, 2026	172,545,639	227,818	118	29,477	3,775	(139,704)	121,484


	in thousands of dollars
		$
November 30, 2025, Investment in Ambler Metals		105,263
Joint venture equity contribution		2,500
Share of loss on equity investment for the period ended February 28, 2026		(1,343)
February 28, 2026, Investment in Ambler Metals		106,420


		in thousands of dollars
		$
Balance as at November 30, 2025		117
Net amortization		(11)
Balance as at February 28, 2026		106


	* *	in thousands of dollars
		Three months ended	Three months ended
		February 28, 2026	February 28, 2025
		$	$
Fixed rent expense		13	13
Variable rent expense		8	8
Total lease expense		21	21


	* *	in thousands of dollars
		February 28, 2026
Fiscal year		$
2026		38
2027		51
2028		25
Total undiscounted lease payments		114
Effect of discounting		(11)
Present value of lease payments recognized as lease liability		103
Less: current portion of lease liability		(43)
Long-term portion of lease liability		60


		in thousands of dollars, except share amounts
	* *	Number of shares	$
November 30, 2025		171,069,888	225,241
At-the-market offering, net of share issue costs		174,410	1,164
Exercise of options		153,334	246
Shares issued from restricted share units		1,148,007	1,167
February 28, 2026, issued and outstanding		172,545,639	227,818


		Weighted average
Risk-free interest rates		2.58%
Exercise price		CDN$6.53
Expected life		3 years
Expected volatility		79.1%
Expected dividends		Nil


			Weighted average
			exercise price
		Number of options	CDN$
Balance – beginning of the year		8,433,584	1.11
Granted		1,655,000	6.53
Exercised		(153,334)	1.49
Balance – end of the period		9,935,250	2.01


	Outstanding			Exercisable		Unvested
			Weighted		Weighted
	Number of	Weighted	average	Number of	average	Number of
	outstanding	average years	exercise price	exercisable	exercise price	unvested
Range of exercise price - CDN	options	to expiry	CDN$	options	CDN$	options
$0.59 to $1.00	5,165,000	2.25	0.69	5,165,000	0.69	—
$1.01 to $2.00	1,935,000	3.78	1.52	1,393,332	1.52	541,668
$2.01 to $3.00	1,180,250	0.77	2.21	1,180,250	2.21	—
$3.01 to $7.85	1,655,000	4.80	6.53	761,663	6.48	893,337
	9,935,250	2.79	2.01	8,500,245	1.56	1,435,005


		Number of RSUs	Number of DSUs
Balance – beginning of the year		1,798,338	3,560,305
Granted		301,339	19,743
Settled in common shares		(1,148,007)	—
Balance – end of the period		951,670	3,580,048



	in thousands of dollars, except per share amount
	Three months ended
		February 28, 2026	February 28, 2025	Change
		$	$	$
Exploration expenses		25	—		25
General and administrative		567	343		224
Investor relations		68	16		52
Professional fees		311	447		(136)
Salaries		616	207		409
Salaries and directors expense – stock-based compensation		3,096	2,230		866
Share of loss on equity investment		1,343	581		762
Loss on derivatives carried at fair market value		1,514	—		1,514
Interest and other income		(419)	(190)		(229)
Comprehensive loss for the period		(7,063)	(3,623)		(3,440)
Basic and diluted loss per common share		(0.04)	(0.02)		(0.02)


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: April 2, 2026	TRILOGY METALS INC.


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


	By:	/s/ Elaine 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:	April 2, 2026
By:	/s/ Tony Giardini
	Tony Giardini
	President and Chief Executive Officer
	(principal executive officer)