三联金属有限公司美股招股说明书(2025-05-27版)

“Plan of Distribution” and “Description of Share Capital”. Trilogy has entered into an equity distribution agreement dated May27,2025 (the “Distribution Agreement”) with BMO Nesbitt Burns Inc. and Cantor Fitzgerald Canada Corporation (together the “Canadian Agents”) and BMO Capital Markets Corp. and CantorFitzgerald& Co. (together the “U.S. Agents”, and collectively with the Canadian Agents the “Agents” and each an “Agent”), pursuantto which Trilogy may offer and issue the Offered Shares from time to time through the Agents, as agents, in accordance with the termsof the Distribution Agreement. See “Plan of Distribution”. The Offering is being made in the United States under the terms of the Outstanding common shares of the Company (the “Common Shares”) are listed and posted for trading on the Toronto StockExchange (“TSX”) and the NYSE American LLC (“NYSE American”), under the symbol “TMQ”. On the last complete trading dayprior to the date hereof, the last reported sale price of our Common Shares on the TSX on May 26, 2025 was C$1.71 per CommonShare and on the NYSE American on May 23, 2025 was US$1.26 per Common Share. The TSX has conditionally approved the listingof the Offered Shares on May22, 2025, subject to the Company fulfilling all of the requirements of the TSX and the NYSE American 102”) and an “at-the-market offering” as defined in Rule415 under the United States Securities Act of 1933, as amended (the “U.S.Securities Act”), including sales made by the Agents directly on the TSX, the NYSE American or any other trading market for theCommon Shares in Canada or the United States or as otherwise agreed between the Agents and the Company. Subject to the pricingparameters in an agency transaction notice, the Offered Shares will be distributed at the market prices prevailing at the time of the sale.As a result, prices at which Offered Shares are sold may vary as between purchasers and during the period of distribution. See“Planof Distribution”. pursuant to the Distribution Agreement (the “Commission”). The amount of the Commission shall not exceed 3.0% of the gross salesprice per Offered Share sold. In addition, the Company has agreed to reimburse certain expenses of the Agents in connection with theDistribution Agreement. The Company estimates that the total expenses that it will incur related to the commencement of the Offering,excluding compensation payable to the Agents under the terms of the Distribution Agreement, will be approximately US$200,000(plus applicable taxes and disbursements). See“Plan of Distribution”. In connection with the sale of the Offered Shares on our behalf, the Agents may each be deemed to be an “underwriter” within themeaning of Section2(a)(11) of the U.S. Securities Act, and the compensation of the Agents may be deemed to be underwriting principal amount of Common Shares that would result in the Agent, underwriter or dealer creating an over-allocation position in theCommon Shares. The Company’s head office is located at Suite901, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A8. The and the accompanying Prospectus. Neither the Company nor the Agents have authorized anyone to provide prospective investors withdifferent or additional information. Information contained on the Company’s website shall not be deemed to be a part of thisProspectus Supplement or the accompanying Prospectus or incorporated by reference herein or therein and should not be relied uponby prospective investors for the purpose of determining whether to invest in the Offered Shares. Neither the Company nor the Agentsare making an offer to sell or seeking an offer to buy the Offered Shares in any jurisdiction where the offer or sale is not permitted. A Investing in the Offered Shares involves a high degree of risk. You should carefully consider the discussion of risks anduncertainties under the heading “Risk Factors” contained in this Prospectus Supplement, the Prospectus and in the documents Prospective investors should be aware that the acquisition of the Offered Shares described herein may have tax consequences.You should read the tax discussion contained in this Prospectus Supplement and consult your tax advisor with respect to your Taxation Considerations” in this Prospectus Supplement.The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by thefact that the Company is incorporated under the laws of British Columbia, Canada, that not all of our officers or directors areresidents of the United States, that some of the Agents or experts named in this Prospectus Supplement and in the Prospectusare not residents of the United States, and that certain of the Company’s assets or all or a substantial portion of the as assets ofsuch persons may be located outside of the United States. See “Enforceability of Civil Liabilities”. CRIMINAL OFFENCE.BMO Capital MarketsCantor CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCER