Trilogy Metals Inc

For the period ended May 22, 2024. Filed Mar 28, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Mar 28, 2024

TMQ$2.15+6.4%Stored close · as of Nov 6, 2026

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DEF 14A 1 tm242821d1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Under Rule 14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14A-6(i)(1) and 0-11.
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.

**Notice of

Annual Meeting

of Shareholders

Management

Information Circular

MEETING TO BE HELD May 22, 2024

Trilogy Metals Inc.

Suite 1150, 609 Granville

Vancouver, British Columbia

Canada V7Y 1G5

Tel: 604-638-8088 or 1-855-638-8088

Fax: 604-638-0644

Website: www.trilogymetals.com

Suite 1150, 609 Granville Street

Vancouver, British Columbia V7Y 1G5

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Trilogy Metals Inc. (the “Company”, “Trilogy”, or “Trilogy Metals”) will be held at the offices of the Company, Suite 1150, 609 Granville Street, Vancouver, British Columbia, V7Y 1G5, on May 22, 2024 at 10:00 a.m. (Vancouver time), for the following purposes:

1.	to receive the Annual Report of the directors of the Company (the “Directors”) containing the consolidated financial statements of the Company for the year ended November 30, 2023, together with the Report of the Auditors thereon;

2.	to elect the Directors of the Company for the forthcoming year;

3.	to consider and, if deemed advisable, pass an ordinary resolution ratifying and approving all unallocated awards under the 2012 Equity Incentive Plan;

to consider and, if deemed advisable, pass an ordinary resolution approving and adopting the 2024 Non-Employee Directors Fixed Deferred Share Unit Plan as a treasury based plan and reserving 1,200,000 common shares of the Company from treasury under the 2024 Non-Employee Directors Fixed Deferred Share Unit Plan;

5.	to appoint the Auditors of the Company for the forthcoming year and to authorize the Directors to fix the Auditors’ remuneration;

6.	to consider and, if deemed advisable, pass a non-binding resolution approving the compensation of the Company's Named Executive Officers; and

7.	to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters currently proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice.

Only Shareholders of record at the close of business on March 27, 2024 are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting. All proxies completed byregistered Shareholdersmust be returned to the Company:

(a)	by delivering the proxy to the Company’s transfer agent, Computershare Investor Services Inc. at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, for receipt no later than May 17, 2024, at 10:00 a.m. (Vancouver time);

(b)	by fax to the Toronto office of Computershare Investor Services Inc., Attention: Proxy Tabulation at 416- 263-9524 or 1-866-249-7775 not later than May 17, 2024, at 10:00 a.m. (Vancouver time);

(c)	by telephone by calling 1-866-732-8683 toll-free in North America or (312) 588-4290 outside of North America, and following the instructions, no later than May 17, 2024, at 10:00 a.m. (Vancouver time); or

(d)	by internet, as instructed in the enclosed form of proxy, not later than May 17, 2024, at 10:00 a.m. (Vancouver time).

Non-registered Shareholderswhose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by non-registered Shareholders can be found on page 2 of the attached Circular.

The Company will use Notice-and-Access procedures adopted by the Canadian Securities Administrators to deliver this Notice and the Circular. Shareholders will receive a Proxy or VIF and the Notice-and-Access notification with instructions on how to access the Circular electronically. The Circular will be available on the Company’s website (www.trilogymetals.com), under the Company’s profile on SEDAR+ (www.sedarplus.ca) and in the United States, on EDGAR (www.sec.gov). The Meeting Materials will remain on the Company’s website for one full year. Shareholders who wish to receive more information about Notice-and-Access or to receive paper copies of the Circular or other proxy-related materials may contact the Company’s Corporate Secretary by email atinfo@trilogymetals.com.

DATED at Vancouver, British Columbia, this 28th day of March, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“Tony Giardini”

Tony Giardini, President and Chief Executive Officer

**TRILOGY METALS INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING	1
Solicitation of Proxies	1
Voting of Common Shares	2
Exercise of Proxies	3
Revocation of Proxies	4
Voting Standards	4
MATTERS TO BE ACTED UPON AT MEETING	6
Election of Directors	6
Appointment of Auditors	7
Report of the Audit Committee	8
Approval of Continuation of 2012 Equity Incentive Plan	8
Approval of the Trilogy Metals Inc. 2024 Non-Employee Directors Fixed Deferred Share Unit Plan	10
Non-Binding Advisory Vote on Executive Compensation	13
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS	14
STATEMENT OF EXECUTIVE COMPENSATION	25
Compensation Discussion and Analysis	25
Compensation Governance	31
Employment Agreements	32
Termination of Employment or Change of Control	33
Summary Compensation Table	35
Incentive Plan Awards	36
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	39
Equity Incentive Plan	39
RSU Plan	43
DSU Plan	45
Ambler Metals Equity Plan	46
Summary of Securities Issued	50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	51
DIRECTOR COMPENSATION	53
Director Compensation Table	54
DSU Plan for Directors	54
Incentive Plan Awards	55
INDEBTEDNESS OF DIRECTORS AND OFFICERS	56
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	56
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	57
OTHER BUSINESS	65
ADDITIONAL INFORMATION	65
HOUSEHOLDING	65
OTHER MATERIAL FACTS	65
SHAREHOLDER PROPOSALS	65
CERTIFICATE	66
APPENDIX A BOARD MANDATE	67
APPENDIX B EQUITY INCENTIVE PLAN	77
APPENDIX C NON-EMPLOYEE DIRECTORS FIXED DEFERRED SHARE UNIT PLAN	91

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