UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_______________________
(Exact name of registrant as specified in its charter)
_______________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices, including zip code)
(
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
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 1.01 | Entry into a Material Definitive Agreement. |
The information included under Item 8.01 below regarding the Investment Agreement and Cooperation Agreement is incorporated by reference into this Item 1.01.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information included under Item 8.01 below regarding the Strategic Investment is incorporated by reference into this Item 3.02.
The Units and securities underlying the Units to be issued and sold will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, and in reliance on similar exemptions under applicable state laws.
The Investor has represented that it is a sophisticated investor and will be acquiring the Units for investment purposes only and not with a view to any future distribution or sale in violation of applicable securities laws. The Units were offered without any general solicitation by the Company or its representatives. The Warrants are expected to be exercised pursuant to Section 3(a)(9) or Section 4(a)(2).
| Item 7.01 | Regulation FD Disclosure |
On August 28, 2026, Trilogy Metals Inc. issued a press release on the signing of definitive agreements in connection with the previously announced strategic equity investment by the United States Department of War. 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 8.01 | Other Material Events |
Investment Agreement
On August 28, 2026, Trilogy Metals Inc. (the “Company” or “Trilogy”) entered into the Investment Agreement (the “Investment Agreement”) with the United States Department of War (the “Investor”) relating to the Investor’s strategic investment in the Company (the “Strategic Investment”). A binding letter of intent with the Investor with respect to the Strategic Investment was first announced on October 6, 2025. Pursuant to the Investment Agreement, the Company agrees to sell, and the Investor agrees to purchase, 8,215,570 units (“Units”) at a price of $2.17 per Unit, each Unit consisting of one common share and three-quarters of one common share purchase warrant (each whole warrant, a “Warrant”), for a purchase price of approximately $17.8 million. The Warrants would be exercisable to acquire up to 6,161,678 common shares at an exercise price of $0.01 per common share for a period of ten years.
As previously announced, the Investor will also pay approximately $17.8 million to South32 Limited (“South32”) in exchange for 8,215,570 common shares of the Company that South32 currently holds and a 10-year call option to acquire an additional 6,161,678 shares of the Company from South32 at a price of $0.01 per share (“South32 Option”). The Warrants and the South32 Option are exercisable following either (i) the completion of Phase 1 of the Ambler Access Road or (ii) a change of control of the Company. The Company is not a party to the South32 transaction agreements with the Investor or the South32 Option.
The proceeds of approximately $35.6 million from the transactions described above with the Investor will be reinvested in Ambler Metals.
The Investment Agreement contains customary representations and warranties and mutual covenants. Completion of the transaction is subject to specified conditions precedent, including consummation of a concurrent sale by South32, execution of customary closing documentation, and stock exchange approval. The Company also anticipates entering into a participation rights agreement and registration rights agreement with the Investor at completion of the transaction.
The Investment Agreement provides governance and other rights to the Investor, including: (i) the right, until October 6, 2028, to designate one independent third-party nominee for appointment to the Company’s board of directors, with committee participation and compensation consistent with other independent directors; and (ii) an observer right to attend board meetings while the Investor beneficially owns at least 8,000,000 common shares, subject to customary confidentiality and exclusion provisions. The Investment Agreement also includes a covenant restricting the Company from incurring borrowed debt in excess of $1,000,000,000 in the aggregate until the earlier of January 1, 2029 or a change of control without the Investor’s prior written approval.
The Investment Agreement restricts transfers of common shares issued upon exercise of the warrants until the earlier of three years after the AAP Completion Date or the Additional Improvements Completion Date, as those terms are defined in the Investment Agreement. It also provides information and audit rights in favor of the Investor while the Investor maintains specified ownership thresholds, and includes indemnification provisions in favor of the Investor, subject to a cap equal to the purchase price (except for losses arising from fraud, willful misconduct or intentional misrepresentation).
The Investment Agreement is governed by United States federal law, and the Company has agreed to submit to the jurisdiction of the federal courts of the Southern District of New York. The Investment Agreement may be terminated by mutual written consent.
Cooperation Agreement
Concurrent with entering into the Investment Agreement, NovaCopper US Inc., dba Trilogy Metals US (“Trilogy US”), South32 USA Exploration Inc. (“South32 USA”), Ambler Metals LLC (“Ambler Metals”) and the Investor entered into a Cooperation Agreement (the “Cooperation Agreement”). Trilogy US and South32 USA are the direct owners of Ambler Metals and wholly-owned subsidiaries of the Company and South32, respectively. The Cooperation Agreement sets forth certain understandings among the parties in connection with the Ambler Access Project and related matters.
Among other things, the Cooperation Agreement provides that the parties will discuss establishing a framework agreement among Ambler Metals, South32 USA, Trilogy US, the United States Government and other interested parties to set the basis on which the Ambler Access Project can be permitted, financed and constructed. The Investor will work in good faith to help facilitate financing required for construction of the Ambler Access Project in coordination with the State of Alaska.
The Cooperation Agreement includes an observer right permitting the Investor, for so long as it beneficially owns at least 8,000,000 common shares of Trilogy (subject to adjustments), to designate one representative to attend meetings of the governing body of Ambler Metals and specified committees, with the right to receive the same materials and to speak but not vote. Ambler Metals may exclude the observer in limited circumstances, subject to specified exceptions. In addition, for so long as the Investor beneficially owns at least 4,107,785 common shares of Trilogy, Ambler Metals must provide the Investor with quarterly and annual financial statements, permit reasonable visits to Ambler Metals’ principal executive office to discuss affairs with officers and independent accountants, and permit examination of Ambler Metals’ books and records.
The Cooperation Agreement requires Ambler Metals to develop, implement and maintain, within 90 days of the effective date, a comprehensive security plan designed to control sensitive intellectual property, technology and technical data related to Ambler Metals and the project, subject to the Investor’s written approval and annual reviews. Ambler Metals must establish a compliance committee within 60 days after the effective date to oversee implementation of the security plan and the agreement’s security, foreign-investment reporting and technical-security provisions. Ambler Metals, Trilogy US and South32 USA must also provide the Investor with notice within five business days after becoming aware of certain new investments by foreign persons or by U.S. entities owned or controlled by foreign persons, subject to specified exceptions.
For so long as (i) the Investor beneficially owns 25% of the common shares of Trilogy initially acquired pursuant to the Investment Agreement and (ii) Trilogy US or South32 USA beneficially owns at least 25% of the voting and/or economic ownership interests of Ambler Metals, the Cooperation Agreement includes “Restricted Entity Event” covenants. Trilogy US and South32 USA must provide the Investor with notice of certain acquisitions by “Restricted Entities,” including when a Restricted Entity beneficially owns five percent or more of the outstanding voting securities of Trilogy or South32, or gains the right to appoint a director to those boards or obtain material commercial rights with Ambler Metals. Trilogy US, South32 USA and Ambler Metals will not agree, and will revise Ambler Metals’ organizational documents to prohibit specified investments without the Investor’s consent in Ambler Metals, Trilogy US or South32 USA by Restricted Persons, or the direct or indirect sale or transfer of material assets or products of Ambler Metals to any Restricted Entity. If Restricted Entities in the aggregate beneficially own 10% or more of the outstanding voting securities of Trilogy or South32 (a “Restricted Entity Control Event”), the Investor may appoint a special representative with veto rights over certain matters and tie-breaker authority in board or member deadlocks at Ambler Metals, in each case exercised solely for U.S. national security reasons.
The Cooperation Agreement contains customary representations and warranties, including with respect to Ambler Metals’ ownership, existence, mining rights, compliance with laws, financial statements, anti-bribery and Restricted Entities. It also includes indemnification provisions in favor of the Investor for specified losses arising from breaches by Trilogy US, South32 USA and Ambler Metals, and certain indemnification by Ambler Metals in favor of Trilogy US and South32 USA subject to limitations.
The Cooperation Agreement is governed by United States federal law, and the parties consent to the jurisdiction of the federal courts of the Southern District of New York. The Cooperation Agreement may be terminated by mutual agreement of the parties, with certain cost/expense, indemnification, Restricted Entity Event and representation/warranty provisions surviving termination. Ambler Metals is required to provide prompt written notice to the Investor upon the occurrence of each of the Ambler Access Project “Completion Date” milestones defined in the Cooperation Agreement.
The above summaries of the Investment Agreement and the Cooperation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Investment Agreement and the Cooperation Agreement, copies of which will be filed as an exhibit to a subsequent filing with the Securities and Exchange Commission and incorporated herein by reference. The Company intends to file the agreements as required by Item 601 of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press release, dated August 28, 2026 relating to the signing of definitive agreements in connection with the strategic equity investment by the United States Department of War |
| 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 August 28, 2026 | By: | /s/ Elaine Sanders |
| Elaine Sanders, Chief Financial Officer | ||