Trilogy Metals Inc 10-Q for FY2026 Q3

Trilogy Metals Inc. (TMQ)

10-Q 2026-10-02 For: 2026-08-31

Added on October 02, 2026

About this 10-Q

Trilogy Metals Inc filed this 10-Q on October 2, 2026, covering the quarter ended August 31, 2026 (FY2026 Q3).

Trilogy Metals reported net income of $0.2 million for the three months ended August 31, 2026. It completed the United States Department of War investment on September 11, 2026, raising approximately $17.8 million, designated for Ambler Metals. AI summary

Headline figures

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

Net income: $244K; compared with a net loss of $1.75M a year earlier
Diluted EPS: $0.00; 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	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION		26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29


	in thousands of US dollars
		August 31, 2026	November 30, 2025
		$	$
Assets
Current assets
Cash and cash equivalents		31,209	51,613
Accounts receivable		93	118
Deposits and prepaid amounts		338	193
Total current assets		31,640	51,924

Investment in Ambler Metals LLC (note 3)		109,029	105,263
Right of use asset (note 5(a))		85	117
Total assets		140,754	157,304

Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 4)		861	2,329
Current portion of lease liability (note 5(b))		45	41
Derivative liability (note 2)		22,970	30,743
Total current liabilities		23,876	33,113

Long-term portion of lease liability (note 5(b))		36	70
Total liabilities		23,912	33,183

Shareholders' equity
Share capital (note 6) – unlimited common shares authorized, no par value issued – 172,945,639 (2025 – 171,069,888)		228,105	225,241
Contributed surplus		118	118
Contributed surplus – options (note 6(a))		30,359	27,294
Contributed surplus – units (note 6(b))		4,065	4,109
Deficit		(145,805)	(132,641)
Total shareholders' equity		116,842	124,121
Total liabilities and shareholders' equity		140,754	157,304


in thousands of US dollars, except share and per share amounts
	For the three months ended			For the nine months ended
		August 31, 2026	August 31, 2025		August 31, 2026	August 31, 2025
		$	$		$	$
Expenses
Exploration expenses		27	40		61	40
Foreign exchange loss/(gain)		15	2		(28)	(9)
General and administrative		294	214		1,291	910
Investor relations		14	38		121	72
Professional fees		643	246		1,429	1,305
Salaries		429	251		1,547	774
Salaries and directors expense – stock-based compensation (note 6)		675	374		4,445	2,971
Total expenses		2,097	1,165		8,866	6,063
Other items
Interest and other income		(334)	(309)		(1,163)	(752)
Share of loss on equity investment (note 3(b))		9,557	891		13,234	2,236
Gain on derivative at fair market value (note 7)		(11,564)	—		(7,773)	—
Net Income/(loss) and comprehensive loss for the period		244	(1,747)		(13,164)	(7,547)
Basic loss per common share		0.00	(0.01)		(0.08)	(0.05)
Diluted loss per common share		0.00	(0.01)		(0.08)	(0.05)
Basic weighted average number of common shares outstanding		172,761,943	164,258,258		172,442,894	163,770,522
Diluted weighted average number of common shares outstanding		172,761,943	164,258,258		172,442,894	163,770,522


/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
Exercise of options	50,000	32	—	(10)	—	—	22
Stock-based compensation	—	—	—	146	228	—	374
Loss for the period	—	—	—	—	—	(1,747)	(1,747)
Balance – August 31, 2025	164,291,410	192,898	118	29,712	3,884	(97,947)	128,665

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
Restricted Share Units	200,000	86	—	—	(86)	—	—
Stock-based compensation	—	—	—	466	209	—	675
Income for the period	—	—	—	—	—	244	244
Balance – August 31, 2026	172,945,639	228,105	118	30,359	4,065	(145,805)	116,842


	in thousands of dollars
		$
November 30, 2025, Investment in Ambler Metals		105,263
Joint venture equity contribution		17,000
Share of loss on equity investment for the nine-month period ended August 31, 2026		(13,234)
August 31, 2026, Investment in Ambler Metals		109,029


		in thousands of dollars
		$
Balance as at November 30, 2025		117
Net amortization		(32)
Balance as at August 31, 2026		85


	* *	in thousands of dollars
		Nine months ended	Nine months ended
		August 31, 2026	August 31, 2025
		$	$
Fixed rent expense		38	38
Variable rent expense		25	13
Total lease expense		63	51


	* *	in thousands of dollars
		August 31, 2026
Fiscal year		$
2026		13
2027		50
2028		25
Total undiscounted lease payments		88
Effect of discounting		(7)
Present value of lease payments recognized as lease liability		81
Less: current portion of lease liability		(45)
Long-term portion of lease liability		36


		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		1,448,007	1,296
August 31, 2026, issued and outstanding		172,945,639	228,105


		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	1.75	0.69	5,115,000	1.75	—
$1.01 to $2.00	1,935,000	3.25	1.52	1,393,332	3.27	541,668
$2.01 to $3.00	1,130,250	0.27	2.21	1,130,250	0.27	—
$3.01 to $7.85	1,655,000	4.21	6.53	761,663	4.23	893,337
	9,835,250	2.29	2.01	8,400,245	2.03	1,435,005


		Number of RSUs	Number of DSUs
Balance – beginning of the year		1,798,338	3,560,305
Granted		301,339	21,349
Settled in common shares		(1,448,007)	—
Balance – end of the period		651,670	3,581,654



	in thousands of dollars, except per share amount
	Three months ended August 31,				Nine months ended August 31,
		2026	2025	Change		2026	2025	Change
		$	$	$		$	$	$
Exploration expenses		27	40	(13)		61	40	21
General and administrative		294	214	80		1,291	910	381
Investor relations		14	38	(24)		121	72	49
Professional fees		643	246	397		1,429	1,305	124
Salaries		429	251	178		1,547	774	773
Salaries and directors expense – stock-based compensation		675	374	301		4,445	2,971	1,474
Share of loss on equity investment		9,557	891	8,666		13,234	2,236	10,998
Gain on derivatives carried at fair market value		(11,564)	—	(11,564)		(7,773)	—	(7,773)
Interest and other income		(334)	(309)	(25)		(1,163)	(752)	(411)
Comprehensive gain/(loss) for the period		244	(1,747)	1,991		(13,164)	(7,547)	(5,617)
Basic and diluted loss per common share		0.00	(0.01)	0.01		(0.08)	(0.05)	(0.03)


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)

10.1		Investment Agreement, dated August 28, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated September 14, 2026)

10.2		Cooperation Agreement, dated August 28, 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated September 14, 2026)

10.3		Participation Rights Agreement, dated September 11, 2026 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K dated September 14, 2026)

10.4		Registration Rights Agreement, dated September 11, 2026 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K dated September 14, 2026)

10.5		Warrant, dated September 11, 2026 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K dated September 14, 2026)

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: October 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

Date:	October 2, 2026

By:	/s/ Tony Giardini
	Tony Giardini
	President and Chief Executive Officer
	(principal executive officer)