Exhibit 10.1

Execution Version

INVESTMENT AGREEMENT

THE UNITED STATES DEPARTMENT OF DEFENSE

- and -

TRILOGY METALS INC.

August 28, 2026

TABLE OF CONTENTS

Page

Schedule A – Registration and Delivery Instructions 

Schedule B – Investor Information 

Schedule C – Form of Investor Participation Rights Agreement 

Schedule D – Form of Registration Rights Agreement 

Schedule E – Form of Warrant Certificate

INVESTMENT AGREEMENT

THIS AGREEMENT made the 28th day of August, 2026 (the “Effective Date”)

BETWEEN:

THE UNITED STATES DEPARTMENT OF DEFENSE,

(also referred to herein as the “Department of War” or the “Investor”),

- and -

TRILOGY METALS INC., a corporation organised and existing under the laws of the Province of British Columbia,

(hereinafter referred to as the “Company”).

WHEREAS the Company has agreed to issue to the Investor, and the Investor has agreed to purchase from the Company, 8,215,570 units (the “Units”) of the Company at a price of $2.17 per Unit, with each Unit comprised of one Common Share (as defined herein) and three-quarters of one Warrant (as defined herein) for an aggregate purchase price of $17,827,786.90 (the “Purchase Price”), in reliance upon the representations, warranties and covenants contained herein. The Common Shares and the Warrants comprising the Units are immediately separable and will be issued separately upon issuance of the Units.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties agree as follows:

Article 1
INTERPRETATION

1.1            Defined Terms

For the purposes of this Agreement (including the recitals and the Schedules hereto), unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“AAP Completion Date” means the earlier to occur of (i) the completion of Phase 1 of the Ambler Access Project in accordance with the Joint Record of Decision or such other federal permit(s) in place for the Ambler Access Project at the applicable time, as determined by the Engineering Firm or AIDEA, and (ii) the use by Ambler Metals or its Affiliate of the Ambler Access Project by at least ten (10) trucks within any ten (10) day period transporting ore concentrate or concentrate;

“Additional Improvements Completion Date” means completion of both (i) Phase 1 of the Ambler Access Project in accordance with the Joint Record of Decision or such other federal permit(s) in place for the Ambler Access Project at the applicable time, and (ii) any additional improvements to Phase 1 as reasonably necessary, including a full-thickness embankment and road widening, to allow the Ambler Access Project to be used on an all-season basis by trucks capable of transporting ore concentrate with sufficient passing zones to enable overall two-way traffic, in each case, as determined by the Engineering Firm or AIDEA;

“AAP Notice” has the meaning set forth in Section 5.4;

“Act” means the Business Corporations Act (British Columbia);

“Action” shall have the meaning set out in Section 3.1(yy);

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person at any time during the period for which the determination of affiliation is being made;

“AIDEA” means the Alaska Industrial Development and Export Authority;

“Ambler Access Project” means the proposed 211-mile industrial road from the Dalton Highway to Alaska’s remote Ambler Mining District, a region with significant deposits of critical minerals, being developed by the AIDEA;

“Ambler Metals” means Ambler Metals LLC, a Delaware limited liability company;

“Applicable Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“Applicable Canadian Securities Legislation” means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions;

“ATM Program” means the at-the-market equity program of the Company pursuant to the equity distribution agreement dated November 7, 2025, among the Company, Cantor Fitzgerald & Co., BMO Capital Markets Corp., Canaccord Genuity LLC, National Bank of Canada Financial Inc., and Raymond James (USA) Ltd.;

“BCSC” shall have the meaning set out in Section 6.2;

“beneficially own,” “beneficial ownership of,” or “beneficially owning” any securities shall have the meaning set forth in Rule 13d-3 of the rules and regulations under the U.S. Exchange Act; provided, that any Person shall be deemed to beneficially own any securities that such Person has the right to acquire, whether or not such right is exercisable immediately;

“Board” means the board of directors of the Company;

“Board Designee” shall have the meaning set out in Section 5.1(a);

“Board Materials” shall have the meaning set out in Section 5.2(a);

“Borrowed Debt” means all obligations, liabilities and indebtedness for borrowed money which would, in accordance with generally accepted accounting principles, be classified upon a consolidated balance sheet as liabilities, in all cases excluding:

“Business Day” means any day other than (i) Saturday, Sunday or a statutory holiday when banks are not open in New York, New York or Vancouver, British Columbia, or (ii) a statutory holiday when banks are not open in Perth, Australia;

“Call Option” has the meaning set out in the definition of Concurrent South32 Sale;

“Canadian Securities Regulators” means the applicable securities commission or securities regulatory authority in each of the Reporting Jurisdictions;

“Change of Control” means:

“Closing” means the closing of the purchase and sale of the Units;

“Closing Date” shall have the meaning set out in Section 4.1;

“Commission” shall mean the U.S. Securities and Exchange Commission;

“Common Shares” means the common shares in the capital of the Company;

“Common Share Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares, including Equity Awards;

“Company” shall have the meaning set out in the recitals hereto;

“Company Affiliate” means each director, executive officer or Subsidiary of the Company;

“Company Reports” shall have the meaning set out in Section 3.1(u);

“Concurrent South32 Sale” means the sale by South32 to the Investor of (i) 8,215,570 Common Shares of the Company for aggregate consideration of $17,827,785.90; and (ii) a 10-year call option (the "Call Option") to acquire 6,161,678 Common Shares of the Company for an aggregate amount of $1.00, at a strike price of $0.01 per Common Share, which Call Option shall not be exercisable unless and until the earlier of (a) the determination that the AAP Completion Date has occurred or (b) a Change of Control of the Company, in each case, pursuant to terms and conditions set forth in the South32 Transaction Agreement;

“Control” (including, with correlative meaning, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Cooperation Agreement” means the cooperation agreement, of even date herewith, among NovaCopper US Inc., South32 USA Exploration Inc., Ambler Metals and the Investor in form and substance satisfactory to the parties thereto;

“Effective Date” has the meaning set out on the preamble;

“Environmental Laws” has the meaning set out in Section 3.1(vv);

“Evaluation Date” shall have the meaning set out in Section 3.1(bbb);

“Engineering Firm” means the lead engineering firm for the construction of Phase 1 of the Ambler Access Project, or if such engineering firm is not willing or able to determine the completion of the Ambler Access Project, an engineering firm mutually acceptable to Ambler Metals and the Investor;

“Exchange” means each of the NYSE American and the Toronto Stock Exchange and each successor thereto (together, the “Exchanges”);

“Equity Awards” means the equity incentive awards issued by the Company, from time to time, pursuant to the Plans;

“Financial Statements” shall have the meaning set out in Section 3.1(v);

“Form 45-106F1” means Form 45-106 to National Instrument 45-106 – Prospectus Exemptions;

“GAAP” shall have the meaning set out in Section 3.1(v);

“GDPR” shall have the meaning set out in Section 3.1(iii);

“Governmental Authority” means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof;

“Investor” shall have the meaning set out in the recitals hereto;

“Investor Participation Rights Agreement” means the participation rights agreement to be entered in to between the Company and the Investor on the Closing Date, substantially in the form appended hereto as Schedule C;

“IT Systems and Data” shall have the meaning set out in Section 3.1(hhh);

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or other restriction;

“LLC Agreement” means Amended and Restated Limited Liability Company Agreement, dated February 11, 2020 between South32 USA Exploration Inc., NovaCopper US Inc. and Ambler Metals;

“Material Adverse Effect” shall mean any of: (i) a material adverse effect on the legality, validity or enforceability of the Transaction Documents, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (iii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of Ambler Metals and its subsidiaries, taken as a whole or (iv) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under the Transaction Documents.

“Material Properties” means the mineral properties described in the Company Reports as the Upper Kobuk mineral projects located in the Ambler Mining District in Northwest Alaska, United States;

“Money Laundering Laws” shall have the meaning set out in Section 3.1(jjj);

“NI 43-101” shall have the meaning set forth in Section 3.1(ff);

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“Observer” shall have the meaning set out in Section 5.2(a);

“OFAC” has the meaning set out in Section 3.1(uu);

“Offering” means the issuance and sale of Units by the Company for the Purchase Price;

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or Governmental Authority or entity, however designated or constituted;

“Personal Data” shall have the meaning set out in Section 3.1(iii);

“Plans” means the Company’s 2012 Equity Incentive Plan, Restricted Share Unit Plan, Non-Executive Director Deferred Share Unit Plan and a Non-Executive Directors Fixed Deferred Share Unit Plan;

“Policies” shall have the meaning set out in Section 3.1(iii);

“Privacy Laws” shall have the meaning set out in Section 3.1(iii);

“Proceeding” means any action, appeal, petition, plea, charge, complaint, claim, suit, demand, litigation, arbitration, mediation, hearing, inquiry, investigation, legal or administrative proceeding or other similar event, occurrence or proceeding;

“Project” means the Upper Kobuk Mineral Projects located in the Ambler Mining District in Northwest Alaska, United States;

“Purchase Price” shall have the meaning set out in the recitals hereto;

“Purchase Price Allocation” shall have the meaning set out in Section 2.1;

“QA/QC” shall have the meaning set out in Section 3.1(hh);

“Registration Rights Agreement” means the registration rights agreement to be entered in to between the Company and the Investor on the Closing Date, substantially in the form appended hereto as Schedule D;

“Reporting Jurisdictions” means all of the jurisdictions in Canada in which the Company is a “reporting issuer;”

“Restricted Entity” means any Person that is, or is majority-owned or Controlled, directly or indirectly, by, (i) a Person then appearing upon the “Denied Persons List,” the “Entity List,” or the “Unverified List,” as maintained by the U.S. Department of Commerce; (ii) a Person on the U.S. Office of Foreign Assets Control “Specially Designated Nationals and Blocked Persons List,” the “Sectoral Sanctions Identifications List,” the “Non-SDN Chinese Military-Industrial Complex Companies List,” the “Foreign Sanctions Evaders List,” or any similar list maintained by a Governmental Authority of the United States, including Persons resident in embargoed countries, territories, or regions; (iii) a “foreign entity of concern” as defined by 15 U.S.C. § 4651(8) or 42 U.S.C. § 18741(a)(5) or a “foreign adversary” as defined by 15 CFR § 791.4; (iv) the government, including any political subdivision, agency, or instrumentality thereof, or any national, of (a) any country, territory, or region against which the United States maintains comprehensive economic sanctions or embargos from (as of the date hereof, Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine); (b) The People’s Republic of China or (c) a country determined to be of risk in accordance with U.S. Department of Energy Order DOE O 486.1A(5)(d) (https://www.energy.gov/science/countries-risk); (v) a Person that the Company knows or reasonably suspects is acting or purporting to act, directly or indirectly, on behalf of, or a Person (wherever organized, in the case of an entity) majority-owned or Controlled by, any of the Persons listed in sub-clauses (i)-(iv) above; or (vi) a Person with whom dealings are expressly prohibited on account of any economic sanctions laws, regulations, or directives, of the United States, if the investment in such Person would cause the Company to be knowingly in violation of such economic sanctions laws, regulations, or directives. With respect to any Person that is a company with a class of securities registered under the U.S. Exchange Act (or subject to a comparable non-U.S. reporting regime), for purposes of this definition of Restricted Entity, ownership does not include passive non-controlling beneficial ownership of less than 10% by any single person or any “group” (as defined in Section 13(d)(3) of the U.S. Exchange Act and Rule 13d-5 thereunder);

“Securities” means, collectively, the Units and the Subscription Shares and Warrants comprising the Units;

“S-K 1300” shall have the meaning set forth in Section 3.1(ff);

“Solvent” is, as to any Person as of any date of determination, that on such date: (a) the fair value of the assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature; and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability;

“South32” means South32 International Investment Holdings Pty. Ltd.;

“South32 Participation Rights Agreement” means the Participation Rights Agreement dated December 19, 2017 between South32 and the Company;

“South32 Transaction Agreement” means the transaction agreement of even date herewith between South32 and the Investor with respect to the Concurrent South32 Sale;

“Subscription Shares” means the Common Shares forming part of the Units;

“Subsidiaries” means (i) NovaCopper US Inc., a Delaware corporation wholly-owned by the Company, and (ii) 995 Exploration Inc., a Delaware corporation wholly-owned by the Company;

“Time of Closing” means 12:00 p.m. New York, New York time (or such later time as the parties hereto agree) on the Closing Date;

“Transactions” means the transactions contemplated by this Agreement, the South32 Transaction Agreement, the Warrant, the Cooperation Agreement and the Registration Rights Agreement;

“Transaction Documents” means this Agreement, the South32 Transaction Agreement, the Cooperation Agreement, the Warrant, the Registration Rights Agreement, the Investor Participation Rights Agreement, and any other documents or agreements executed in connection with the Transactions;

“TSX” shall have the meaning set out in Section 3.4;

“TSX Legend” shall have the meaning set out in Section 3.4;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“Units” shall have the meaning set out in the recitals hereto;

“Warrant Certificate” means the certificates(s) representing the Warrants, substantially in the form appended hereto as Schedule E;

“Warrant Share” means a Common Share issuable upon exercise of a Warrant; and

“Warrants” means the warrants forming part of the Units, each full warrant exercisable to acquire a Warrant Share for a period of ten years at an exercise price of $0.01 provided that such warrant shall not be exercisable unless and until the earlier of (a) the determination by the Investor that the AAP Completion Date has occurred or (b) a Change of Control of the Company occurs.

1.2            Rules of Construction

In this Agreement:

1.3            Time of Essence

Time shall be of the essence of this Agreement.

1.4            Governing Law and Submission to Jurisdiction

1.5            Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

1.6            Specific Performance

The Company acknowledges that the rights of the Investor to consummate the Transactions are unique and recognizes and affirms that in the event of a breach of this Agreement by the Company, money damages are inadequate and Investor would have no adequate remedy at law. It is accordingly agreed that Investor shall be entitled to (and the Company shall not oppose on the basis that injunctive relief or specific performance is not available due to availability of an adequate remedy at law) an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, this being in addition to any other remedy to which it is entitled at law or in equity.

1.7            Remedies

Except as otherwise provided herein, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every remedy under this Agreement or now or hereafter existing at law or in equity.

1.8            Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

1.9            Schedules and Appendices

The following Schedules are attached to and form an integral part of this Agreement:

Article 2
PURCHASE OF COMMON SHARES

2.1            Investment in Company

On the terms and subject to the conditions of this Agreement, the Investor agrees on the date hereof to subscribe for and purchase from the Company, and the Company agrees to sell to the Investor, the Units for the Purchase Price.

The Company and the Investor agree that the allocation of the Purchase Price between the Subscription Shares and the Warrants (the “Purchase Price Allocation”) shall be $17,827,686.90 to the Subscription Shares and $100.00 to the Warrants, except as and where otherwise required by applicable rules and regulations, including generally accepted accounting principles in the context of the Company’s audited consolidated financial statements. The Company shall deliver written confirmation of such Purchase Price Allocation to the Investor within a reasonable period following the Closing Date.

2.2            Use of Proceeds

The Company covenants and agrees that the proceeds of the Offering will be invested by the Company into Ambler Metals to be spent by Ambler Metals on the Project.

Article 3
REPRESENTATIONS AND WARRANTIES

3.1            Representations and Warranties of the Company

The Company hereby represents and warrants to the Investor as of the date hereof that:

3.2            Representations and Warranties of the Investor

The Investor represents, warrants and covenants to the Company (and acknowledges that the Company and its counsel, are relying thereon) that both at the date hereof and at the Time of Closing:

3.3            Survival of Representations and Warranties

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by the Company or the Investor or on behalf of any of them.

3.4            Legends

The Investor acknowledges that the certificates representing the Securities (and the common shares issuable upon exercise of the Warrants, if required) will bear legends in substantially the following form and with the necessary information inserted:

“UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2026” [the date which is four months and one day after the Closing Date will be inserted]

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.”

[US LEGEND FOR WARRANT] “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

and also acknowledges that the certificates representing the Securities may bear a legend in substantially the following form and with the necessary information inserted if required by the policies of the Exchange (such legend, the “TSX Legend”):

“THE [SHARES UNDERLYING THE WARRANTS / SECURITIES] REPRESENTED BY THIS WARRANT CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY WARRANT CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

provided that subsequent to the date which is four months and one day after the Closing Date the certificates representing the Securities may be exchanged for certificates bearing no TSX Legend.

The Investor also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions; that it is solely responsible for complying with such restrictions; and that the Company is not responsible for ensuring compliance by the Investor of the applicable resale restrictions.

Notwithstanding anything to the contrary herein, the Investor shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of any Warrant Shares until the earlier of (i) the date that is three (3) years after the AAP Completion Date and (ii) the Additional Improvements Completion Date, in each case subject to compliance with Applicable Law. The foregoing restriction and the TSX Legend shall be reflected in the Warrant Certificate and any applicable legends or stop transfer instructions.

Article 4
CLOSING

4.1            Closing

The Closing for the purchase and sale of the Units shall occur (a) remotely via the electronic exchange of documents and signatures at the Time of Closing on the date that is one (1) Business Day following the satisfaction or waiver of all conditions set forth in Section 4.2, Section 4.3 and Section 4.4 (other than conditions which, by their nature, are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions by the Party or the Parties entitled to the benefit thereof) or (b) such other date and time as the Parties mutually agree upon in writing (the “Closing Date”).

4.2            Mutual Conditions to Closing

The obligation of each Party to consummate the Transactions is subject to the fulfillment of each of the following conditions:

4.3            Company Closing Deliveries and Investor Conditions

The Investor’s obligation to purchase the Units at the Time of Closing shall be subject to the following conditions:

4.4            Investor Closing Deliveries and Company Conditions

The Investor acknowledges and agrees that the obligations of the Company to sell the Units at the Time of Closing shall be subject to the following conditions:

4.5            Termination

This Agreement may be terminated by the mutual written consent of the Investor and the Company.

Article 5
ADDITIONAL COVENANTS

5.1            Board Nomination Right

5.2            Observer Right

5.3            Debt Covenant

Until the earlier of (i) January 1, 2029 or (ii) any Change of Control, the Company shall not incur any Borrowed Debt in excess of $1,000,000,000 in the aggregate without the prior written approval of the Investor (such approval not to be unreasonably withheld).

5.4            AAP Completion Date Notice

Pursuant to the Cooperation Agreement, Ambler Metals is required to provide prompt written notice to the Investor upon the occurrence of each of the AAP Completion Date and the Additional Improvements Completion Date, and to use commercially reasonable efforts to obtain a written undertaking from AIDEA and/or the Engineering Firm to provide prompt written notice directly to the Investor upon the occurrence of each such date. The notice delivered with respect to each of the AAP Completion Date and the Additional Improvements Completion Date is referred to herein as the “AAP Notice”.

5.5            Restricted Entity Event

The Parties acknowledge and agree that the definition of “Restricted Entity Event” and the rights, remedies, restrictions, obligations and consequences arising from or relating to a Restricted Entity Event are set forth in, and governed exclusively by, the Cooperation Agreement, including any notice provisions, agreements or covenants set forth therein. The Company shall not take any action the primary purpose of which is to circumvent the operation of the Restricted Entity Event provisions of the Cooperation Agreement.

5.6            Officer’s Certificate

5.7            Information and Audit Rights

For so long as the Investor beneficially owns at least 4,107,785 Common Shares of the Company (subject to appropriate adjustment for any share split, share consolidation, stock dividend, combination, recapitalization or other similar event):

5.8            Indemnification

5.9            Post-Closing Filings

The Company undertakes to file, or cause to be filed, all forms, notices or undertakings required to be filed or delivered by the Company in connection with the issue of the Securities with the applicable securities regulatory authorities and the Exchanges (including a Form 45-106F1 with the applicable Canadian Securities Regulators).

5.10          Investor Notification

The Investor will, upon ten (10) Business Days notice, provide the Company with details of its beneficial ownership of Common Shares.

5.11          Survival

The covenants of the Company and the Investor in this Article 5 shall survive the Closing.

Article 6
GENERAL PROVISIONS

6.1            Notices

United States Department of Defense 

The Office of Industrial Base Policy 

Assistant Secretary of Defense 

Pentagon, Washington, DC 20301

Attention: Deputy Chief of Staff to the Deputy Secretary of Defense 

Email: [redacted]

With a copy to:

McDermott Will & Schulte LLP 

2049 Century Park East, Suite 3200 

Los Angeles, CA 90067-3206

Attention: Edward Zaelke 

Email: [redacted]

Trilogy Metals Inc.
510 Burrard Street, Suite 901
Vancouver, British Columbia V6C 3A8

Attention:      Elaine Sanders

Email:              [redacted]

6.2            Investor Acknowledgement

The Investor acknowledges that Company may request that Investor provide certain information to the Company. Such information is being collected by the Company for the purposes of completing the Offering, which includes, without limitation, determining the Investor’s eligibility to purchase the Securities under Applicable Canadian Securities Legislation, preparing and registering certificates representing the Securities to be issued to the Investor and completing filings required by any stock exchange or securities regulatory authority. The Investor’s information will be included in closing books prepared in connection with the Offering and may be disclosed by the Company to: (i) stock exchanges and/or securities regulatory authorities (including the Ontario Securities Commission and the British Columbia Securities Commission (“BCSC”)); (ii) the Company’s registrar and transfer agent; (iii) Canadian tax authorities; (iv) any of the other parties involved in the Offering, including legal counsel; and (v) other parties subsequent to the Offering, including legal counsel, reviewing closing books prepared in connection with the Offering. By executing this Agreement, the Investor:

P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
1-604-899-6854
1-800-373-6393

6.3            Expenses

Subject to the obligations of Ambler Metals to the Investor pursuant to the Cooperation Agreement, the Company will pay for the Investor’s reasonable and documented internal and external costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein. The Company shall pay for its own internal and external costs and expenses incurred in connection with the Transactions.

6.4            Further Assurances

Each of the parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

6.5            Amendments

No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

6.6            Assignment

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties.

6.7            Successors and Assigns

This Agreement shall inure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

6.8            No Partnership

Nothing in this Agreement or in the relationship of the parties hereto shall be construed as in any sense creating a partnership among the parties or as giving to any party any of the rights or subjecting any party to any of the creditors of the other parties.

6.9            Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (whether by facsimile, email, DocuSign or other electronic means), with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the parties.

[Signature Page to Investment Agreement]

SCHEDULE A

REGISTRATION AND DELIVERY INSTRUCTIONS

SCHEDULE B

INVESTOR INFORMATION

The Investor represents that the Investor is ¨ or is not ¨ (check one) an insider of the Company (as defined below).

The Investor represents that the Investor is ¨ or is not ¨ (check one) a promoter of the Company (as defined below).

The Investor represents that the Investor is ¨ or is not ¨ (check one) a registrant (as defined below).

“insider” means: (a) a director or an officer of an issuer; (b) a director or an officer of a person that is itself an insider or a subsidiary of an issuer; (c) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; (d) an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security; (e) a person designated as an insider in an order made under the Securities Act (British Columbia); or (f) a person that is in a prescribed class of persons;

“promoter” means a person who (a) acting alone or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, or (b) in connection with the founding, organization or substantial reorganization of the business of the issuer, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class of the issuer’s own securities or 10% or more of the proceeds from the sale of a class of the issuer’s own securities of a particular issue, but does not include a person who (c) receives securities or proceeds referred to in paragraph (b) solely (i) as underwriting commissions, or (ii) in consideration for property, and (d) does not otherwise take part in founding, organizing or substantially reorganizing the business; and

“registrant” means a person registered or required to be registered under the Securities Act (British Columbia).

SCHEDULE C - FORM OF INVESTOR PARTICIPATION RIGHTS AGREEMENT

SCHEDULE D - FORM OF REGISTRATION RIGHTS AGREEMENT

SCHEDULE E - FORM OF WARRANT CERTIFICATE