Trilogy Metals Inc 2024年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended November 30, 2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☐ No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☐Smaller reporting company☐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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ As at May 31, 2024, the aggregate market value of the registrant’s Common Shares held by non-affiliates was approximately $99.8 million. As ofFebruary 14, 2025, the registrant had 163,941,185 Common Shares, no par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant toRegulation 14A not later than March 28, 2025, in connection with the registrant’s 2025 annual meeting of shareholders, are incorporated hereinby reference into Part III of this Annual Report on Form 10-K. TRILOGY METALS INC. TABLE OF CONTENTS CURRENCY FORWARD-LOOKING STATEMENTS3 PART I6 Item 1.BUSINESS6Item 1A. RISK FACTORS12Item 1B. UNRESOLVED STAFF COMMENTS25Item 1C. CYBERSECURITY25Item 2.PROPERTIES26Item 3.LEGAL PROCEEDINGS86Item 4.MINE SAFETY DISCLOSURES86 PART II Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES87Item 6.[RESERVED]96Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS97Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK108Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA109Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE130Item 9A. CONTROLS AND PROCEDURES130Item 9B. OTHER INFORMATION130Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS130 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE131Item 11. EXECUTIVE COMPENSATION131Item 12. SECURITYOWNERSHIPOFCERTAINBENEFICIALOWNERSANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS131Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE131Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES132 PART IV Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES132Item 16.FORM 10-K SUMMARY148 Unless the context otherwise requires, the words “we,” “us,” “our,” the “Company” and “Trilogy” refer to TrilogyMetals Inc., formerly NovaCopper Inc. (“Trilogy” or “Trilogy Metals”), a British Columbia corporation, either aloneor together with its subsidiaries as the context req