8-K
Trilogy Metals Inc. (TMQ)
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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):April 5, 2022
_______________________
TrilogyMetals 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 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)
☐ 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 7.01 | Regulation FD Disclosure |
|---|
On April 5, 2022, the Company issued a press release welcoming the announcement on US domestic focus on critical metals and providing an update on the Ambler Access Project. 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 |
|---|---|
| 99.1 | Press release dated April 5, 2022 |
| 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: April 5, 2022 | By: | /s/ Elaine Sanders |
| Elaine Sanders, Chief Financial Officer |
Exhibit 99.1
Trilogy Metals Welcomes Announcement on US Domestic Focus on Critical Metals and Provides Update on the Ambler Access Project
VANCOUVER, BC, April 5, 2022 /CNW/ - Trilogy MetalsInc. (TSX: TMQ) (NYSE American: TMQ) ("Trilogy" or the "Company") welcomes the recent announcement by President Biden invoking the Defense Production Act ("DPA"). The DPA is an aggressive measure to increase the US domestic production of metals including cobalt**,** nickel, lithium, manganese, and graphite. The DPA is a Cold War-era statute that gives the President access to funding and other enhanced powers to shore up the American industrial base and ensure the private sector has the necessary resources to defend national security and face emergencies.
Tony Giardini, President and CEO of Trilogy, commented, "With the statement by President Biden specifically highlighting that the United States needs to end its long-term reliance on adversarial countries for metals that are critical to a green economy, we want to reiterate that the Upper Kobuk Mineral Projects ("UKMP") hosts Indicated Resources of 3.4 billion pounds of copper and 3.4 billion pounds of zinc, and Inferred Resources of 5.4 billion pounds of copper and 88 million pounds of cobalt^1^. We believe that the resources at the UKMP will become a critical source of green metals for the US economy, as well as a significant economic contributor within the Northwest Arctic Borough, its Native communities, and the Alaskan economy."
Dickie Moto, Northwest Arctic Borough Mayor, stated, "Resource development when carried out in a way that respects our subsistence lifestyle, our culture, and the wellbeing of the land, has the potential to create progressive economic and employment outcomes for the people of our communities within the Northwest Arctic Borough. I believe that the Ambler Access Project would have a positive, meaningful effect on our communities given that gas prices are currently $16 a gallon and that we are witnessing some of the highest unemployment rates in Alaska. I also want to reiterate that on October 11, 2021, the Northwest Arctic Borough, which is the regional government for Northwest Alaska, passed a resolution in support of the Ambler Access Project. Also, the villages of Kobuk, Shungnak, Kiana, Selawik, and Deering have also passed resolutions in favor of development of the road. The road and the proposed mines, if developed responsibly, would provide jobs and the ability to sustain our subsistence lifestyle for future generations of Inupiaq within the borough."
Update on the Ambler Access Project ("AAP")
The AAP is the proposed 211-mile industrial-use-only road that would link the UKMP in Northwestern Alaska to the Dalton Highway.
On February 22, 2022, the United States Department of the Interior ("DOI") filed a motion to remand the Final Environmental Impact Statement ("FEIS") and suspend the right-of-way permits issued to the Alaska Industrial Development and Export Authority ("AIDEA") for the AAP (the "VoluntaryRemand Motion"). For more information on the motion by the DOI, please go to DOI documents or go to the Trilogy website at https://trilogymetals.com/news-and-media/news/2022.
On March 22, 2022, the Intervenor Defendants (the State of Alaska, NANA, AIDEA, and Ambler Metals LLC ("Ambler Metals")) filed motions in response to the DOI's Voluntary Remand Motion.
In its motion, Ambler Metals, the joint venture operating company equally owned by wholly owned subsidiaries of Trilogy and South32 Limited, stated that it does not oppose the Voluntary Remand Motion subject to the following conditions:
- No vacatur or termination of the permits;
- The remand must be completed within nine months;
- That there must be status updates to the court every 60 days during the remand period; and
- Federal Defendants (DOI) must lodge the administrative record within 30 days of issuing any new decision.
The Company expects that the DOI and the United States Department of Justice will prepare and submit their response brief to the United States District Court for the District of Alaska ("US District Court") by April 5, 2022. It will then be left to the US District Court to decide on the motion for a remand.
Mr. Giardini commented, "Again, I want to thank the people within the Northwest Arctic Borough in Alaska for taking the time and effort to express their support for the AAP. All five villages have been clear that the construction of the road is expected to have positive impacts for their communities, where a balance can be achieved with respect to the environment and the local people's subsistence culture and lifestyle."
Technical Reports
^1^The Upper Kobuk Mineral Projects, which includes the Arctic Project and the Bornite Project, contains mineral resources referenced in the technical reports below:
- "Arctic Feasibility Study Alaska, USA NI 43-101 Technical Report" with an effective date of August 20, 2020, which was prepared on a 100% ownership basis, of which Trilogy's share is 50%, and under National Instrument 43-101 standards by independent consultant, Ausenco Engineering Canada Inc. of Vancouver, Canada. A copy of the report is available at www.edgar.com, www.sedar.com and www.trilogymetals.com.
- "NI 43-101 Technical Report on the Bornite Project, Northwest Alaska, USA" with an effective date of December 31, 2021 which was prepared under National Instrument 43-101 standards by independent consultants Robert Sim, P.Geo., SIM Geological Inc., Bruce M. Davis, FAusIMM and Jeff Austin, P.Eng., International Metallurgical & Environmental Inc
Arctic's Indicated Mineral Resources total 36.0 million tonnes grading 3.07% copper and 4.23% zinc, at a 0.5% cut-off grade, containing 2.44 billion pounds of copper, and 3.35 billion pounds of zinc.
Bornite's In-Pit Indicated Mineral Resources total 41.7 million tonnes grading 1.04% copper, at a 0.5% cut-off grade, containing 955 million pounds of copper.
Arctic's Inferred Mineral Resources total 3.5 million tonnes grading 1.71% copper and 2.72% zinc, at a 0.5% cut-off grade, containing 131 million pounds of copper, and 210 million pounds of zinc.
Bornite's In-Pit Inferred Mineral Resources total 93.9 million tonnes grading 0.98% copper, at a 0.5% cut-off grade, containing 2.03 billion pounds of copper. It also has 135.6 million tonnes grading 0.017% cobalt, at a 0.5% cut-off grade, containing 51 million pounds of cobalt.
Bornite's Below-Pit (South Reef) Inferred Mineral Resources total 35.3 million tonnes grading 3.39% copper, at a 1.5% cut-off grade, containing 2.64 billion pounds of copper. It also has 35.3 million tonnes grading 0.039% cobalt, at a 1.5% cut-off grade, containing 30 million pounds of cobalt.
Bornite's Below-Pit (Ruby Zone) Inferred Mineral Resources total 15 million tonnes grading 1.98% copper, at a 1.5% cut-off grade, containing 653 million pounds of copper. It also has 15.0 million tonnes grading 0.021% cobalt, at a 1.5% cut-off grade, containing 7 million pounds of cobalt.
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 181,387 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.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-lookinginformation" and "forward-looking statements" (collectively "forward-looking statements") within the meaningof applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of1995. All statements, other than statements of historical fact, included herein, including, without limitation, statements relating tothe potential of the UKMP to become a critical source of green metals for the US economy; the potential of the UKMP to become a significanteconomic contributor within the Northwest Arctic Borough, its Native communities, and the Alaskan economy; the potential for thedevelopment and operation of the Arctic Project to create jobs; the benefits of the AAP and the merits of the UKMP; the status, timingand potential outcome of litigation regarding the AAP; and potential permitting and development of the AAP are forward-looking statements.Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes","intends", "estimates", "potential", "possible", and similar expressions, or statements that events,conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-lookingstatements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actualresults and future events could differ materially from those anticipated in such statements. Important factors that could cause actualresults to differ materially from the Company's expectations include the uncertainties involving whether the Alaska Industrial Developmentand Export Authority will build the AAP; the results of the additional supplemental work on the FEIS resulting from the voluntaryremand; the impact of the COVID-19 pandemic; success of exploration activities, permitting timelines, requirements for additional capital,government regulation of mining operations, environmental risks, prices for energy inputs, labour, materials, supplies and services,uncertainties involved in the interpretation of drilling results and geological tests, unexpected cost increases and other risks and uncertaintiesdisclosed in the Company's Annual Report on Form 10-K for the year ended November 30, 2021 filed with Canadian securities regulatory authoritiesand with the United States Securities and Exchange Commission and in other Company reports and documents filed with applicable securitiesregulatory authorities from time to time. The Company's forward-looking statements reflect the beliefs, opinions and projections on thedate the statements are made. The Company assumes no obligation to update the forward-looking statements or beliefs, opinions, projections,or other factors, should they change, except as required by law.
Cautionary Note to United States Investors
This press release has been prepared in accordancewith the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwiseindicated, all resource and reserve estimates included in this press release have been prepared in accordance with Canadian NationalInstrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgyand Petroleum (CIM)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended ("CIMDefinition Standards"). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for allpublic disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (SEC), and resource and reserveinformation contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limitingthe generality of the foregoing, the term "resource" does not equate to the term "reserves". Under U.S. standards,mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could beeconomically and legally produced or extracted at the time the reserve determination is made. The SEC's Industry Guide 7 did not permitthe inclusion of information concerning "mineral resources". The SEC's new mining disclosure rules under Regulation S-K 1300are closer, but not identical to NI 43-101 and CIM Definition Standards. As the Company is not yet subject to Regulation S-K 1300, itremains subject to SEC industry Guide 7. Accordingly, information concerning mineral deposits set forth herein may not be comparablewith information made public by companies that report in accordance with U.S. standards under either SEC's Industry Guide 7 or RegulationS-K 1300.
View original content:https://www.prnewswire.com/news-releases/trilogy-metals-welcomes-announcement-on-us-domestic-focus-on-critical-metals-and-provides-update-on-the-ambler-access-project-301517600.html
SOURCE Trilogy Metals Inc.
View original content: http://www.newswire.ca/en/releases/archive/April2022/05/c7621.html
%CIK: 0001543418
For further information: Company Contacts: Patrick Donnelly, Vice President, Corporate Communications & Development, patrick.donnelly@trilogymetals.com, 604-630-3569, 604-638-8088 or 1-855-638-8088
CO: Trilogy Metals Inc.
CNW 06:30e 05-APR-22