Trilogy Metals Inc.

For the period ended May 13, 2025. Filed Mar 28, 2025.

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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 13, 2025 · Filed Mar 28, 2025

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

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DEF 14A 1 tm252450d2_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 13, 2025

Trilogy Metals Inc.

Suite 901, 510 Burrard Street

Vancouver, British Columbia

Canada V6C 3A8

Tel: 604-638-8088

Fax: 604-638-0644

Website: www.trilogymetals.com

Suite 901, 510 Burrard Street

Vancouver, British Columbia V6C 3A8

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 901, 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, on May 13, 2025 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, 2024, 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 entitlements under the Company’s Restricted Share Unit Plan;

4.	to consider and, if deemed advisable, pass an ordinary resolution ratifying and approving all unallocated entitlements under the Company’s 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 17, 2025 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 Shareholders must 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 9, 2025, 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 9, 2025, 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 9, 2025, at 10:00 a.m. (Vancouver time); or

(d)	by internet, as instructed in the enclosed form of proxy, not later than May 9, 2025, 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, 2025.

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
Notice-and-Access	3
Exercise of Proxies	4
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 Unallocated Entitlements Under the Restricted Share Unit Plan	8
Approval of Unallocated Entitlements Under the Deferred Share Unit Plan	11
Non-Binding Advisory Vote on Executive Compensation	14
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS	15
Share Ownership Policy	23
STATEMENT OF EXECUTIVE COMPENSATION	27
Compensation Discussion and Analysis	27
Termination of Employment or Change of Control	36
Summary Compensation Table	38
Incentive Awards in Lieu of Base Salaries	39
Pay-Versus-Performance Disclosure	40
Compensation Actually Paid Compared to TSR and Net Income	41
Nonqualified Deferred Compensation	41
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	42
Equity Compensation Plan Information as of November 30, 2024	42
Equity Incentive Plan	42
RSU Plan	46
DSU Plan	46
Fixed DSU Plan	46
Summary of Securities Issued	49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	50

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DIRECTOR COMPENSATION	52
Director Compensation Table	52
DSU Plan for Directors	53
Incentive Plan Awards	53
Value Vested or Earned During the Year	54
INDEBTEDNESS OF DIRECTORS AND OFFICERS	54
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	55
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	56
OTHER BUSINESS	64
ADDITIONAL INFORMATION	64
HOUSEHOLDING	64
OTHER MATERIAL FACTS	64
SHAREHOLDER PROPOSALS	64
CERTIFICATE	65
APPENDIX A BOARD MANDATE	66
APPENDIX B RESTRICTED SHARE UNIT PLAN	77
APPENDIX C NON-EMPLOYEE DIRECTORS DEFERRED SHARE UNIT PLAN	87

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