Trilogy Metals Inc 10-Q for FY2026 Q2

Trilogy Metals Inc. (TMQ)

10-Q 2026-07-08 For: 2026-05-31

Added on July 08, 2026

About this 10-Q

Trilogy Metals Inc filed this 10-Q on July 8, 2026, covering the quarter ended May 31, 2026 (FY2026 Q2).

Headline figures

Quarter ended May 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $6.35M; compared with a net loss of $2.18M a year earlier
Diluted EPS: -$0.04; 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	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26


	in thousands of US dollars
		May 31, 2026	November 30, 2025
		$	$
Assets
Current assets
Cash and cash equivalents		38,838	51,613
Accounts receivable		106	118
Deposits and prepaid amounts		69	193
Total current assets		39,013	51,924

Investment in Ambler Metals LLC (note 3)		112,086	105,263
Right of use asset (note 5(a))		96	117
Total assets		151,195	157,304

Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 4)		646	2,329
Current portion of lease liability (note 5b)		44	41
Derivative liability (note 2)		34,534	30,743
Total current liabilities		35,224	33,113

Long-term portion of lease liability (note 5(b))		48	70
Total liabilities		35,272	33,183

Shareholders' equity
Share capital (note 6) – unlimited common shares authorized, no par value issued – 172,745,639 (2025 – 171,069,888)		228,019	225,241
Contributed surplus		118	118
Contributed surplus – options (note 6(a))		29,893	27,294
Contributed surplus – units (note 6(b))		3,942	4,109
Deficit		(146,049)	(132,641)
Total shareholders' equity		115,923	124,121
Total liabilities and shareholders' equity		151,195	157,304




in thousands of US dollars, except share and per share amounts
	For the three months ended			For the six months ended
		May 31, 2026	May 31, 2025		May 31, 2026	May 31, 2025
		$	$		$	$
Expenses
Exploration expenses		9	—		34	—
Foreign exchange loss/(gain)		15	—		(43)	(11)
General and administrative		430	353		997	696
Investor relations		39	18		107	34
Professional fees		475	612		786	1,059
Salaries		502	316		1,118	523
Salaries and directors expense – stock-based compensation (note 6)		674	367		3,770	2,597
Total expenses		2,144	1,666		6,769	4,898
Other items
Interest and other income		(410)	(253)		(829)	(443)
Share of loss on equity investment (note 3(b))		2,334	764		3,677	1,345
Loss on derivative carried at fair market value (note 7)		2,277	—		3,791	—
Loss and comprehensive loss for the period		(6,345)	(2,177)		(13,408)	(5,800)
Basic loss per common share		(0.04)	(0.01)		(0.08)	(0.04)
Diluted loss per common share		(0.04)	(0.01)		(0.08)	(0.04)
Basic weighted average number of common shares outstanding		172,613,574	164,199,342		172,281,616	163,523,974
Diluted weighted average number of common shares outstanding		172,613,574	164,199,342		172,281,616	163,523,974


/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, 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

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
Exercise of options	100,000	158	—	(48)	—	—	110
Restricted Share Units	100,000	43	—	—	(43)	—	—
Stock-based compensation	—	—	—	464	210	—	674
Loss for the period	—	—	—	—	—	(6,345)	(6,345)
Balance – May 31, 2026	172,745,639	228,019	118	29,893	3,942	(146,049)	115,923


	in thousands of dollars
		$
November 30, 2025, Investment in Ambler Metals		105,263
Joint venture equity contribution		10,500
Share of loss on equity investment for the six-month period ended May 31, 2026		(3,677)
May 31, 2026, Investment in Ambler Metals		112,086


		in thousands of dollars
		$
Balance as at November 30, 2025		117
Net amortization		(21)
Balance as at May 31, 2026		96


	* *	in thousands of dollars
		Six months ended	Six months ended
		May 31, 2026	May 31, 2025
		$	$
Fixed rent expense		25	25
Variable rent expense		17	5
Total lease expense		42	30


	* *	in thousands of dollars
		May 31, 2026
Fiscal year		$
2026		25
2027		50
2028		25
Total undiscounted lease payments		100
Effect of discounting		(8)
Present value of lease payments recognized as lease liability		92
Less: current portion of lease liability		(44)
Long-term portion of lease liability		48


		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		253,334	404
Shares issued from restricted share units		1,248,007	1,210
May 31, 2026, issued and outstanding		172,745,639	228,019


		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		(253,334)	1.49
Balance – end of the period		9,835,250	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	5,115,000	2.00	0.69	5,115,000	2.00	—
$1.01 to $2.00	1,935,000	3.52	1.52	1,393,332	3.52	541,668
$2.01 to $3.00	1,130,250	0.52	2.21	1,130,250	0.52	—
$3.01 to $7.85	1,655,000	4.55	6.53	761,663	4.54	893,337
	9,835,250	2.56	2.01	8,400,245	2.28	1,435,005


		Number of RSUs	Number of DSUs
Balance – beginning of the year		1,798,338	3,560,305
Granted		301,339	20,557
Settled in common shares		(1,248,007)	—
Balance – end of the period		851,670	3,580,862



	in thousands of dollars, except per share amount
	Three months ended May 31,				Six months ended May 31,
		2026	2025	Change		2026	2025	Change
		$	$	$		$	$	$
Exploration expenses		9	—	9		34	—	34
General and administrative		430	353	77		997	696	301
Investor relations		39	18	21		107	34	73
Professional fees		475	612	(137)		786	1,059	(273)
Salaries		502	316	186		1,118	523	595
Salaries and directors expense – stock-based compensation		674	367	307		3,770	2,597	1,173
Share of loss on equity investment		2,334	764	1,570		3,677	1,345	2,332
Loss on derivatives carried at fair market value		2,277	—	2,277		3,791	—	3,791
Interest and other income		(410)	(253)	(157)		(829)	(443)	(386)
Comprehensive loss for the period		(6,345)	(2,177)	(4,168)		(13,408)	(5,800)	(7,608)
Basic and diluted loss per common share		(0.04)	(0.01)	(0.03)		(0.08)	(0.04)	(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: July 8, 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:	July 8, 2026
By:	/s/ Tony Giardini
	Tony Giardini
	President and Chief Executive Officer
	(principal executive officer)