Trilogy Metals Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended November 30, 2025 OR TRANSITION 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 tofile reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) hasfiled all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to suchfiling 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 to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smaller reporting company,or emerging growth company. See the definitions of “large acceleratedfiler,” “acceleratedfiler,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act.Emerging growth company Large Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☒Smaller reporting 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant hasfiled a report on and attestation to its management's assessment of the effectiveness of itsinternal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant includedin thefiling reflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ As at May 31, 2025, the aggregate market value of the registrant’s Common Shares held by non-affiliates was approximately $120.8 million. As ofFebruary 17, 2026, the registrant had 172,545,639 Common Shares, no par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's definitive proxy statement to befiled with the Securities and Exchange Commission pursuant to Regulation 14Anot later than March30, 2026, in connection with the registrant’s 2025 annual meeting of shareholders, are incorporated herein by reference into PartIII of this Annual Report on Form 10-K. TABLE OF CONTENTS CURRENCYFORWARD-LOOKING STATEMENTS PART II Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES90Item 6.[RESERVED]100Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS101Item7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK111Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA112Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE132Item9A.CONTROLS AND PROCEDURES132Item9B.OTHER INFORMATION132Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS133 PART III Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE133Item 11.EXECUTIVE COMPENSATION133Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS133Item 13.CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS,ANDDIRECTORINDEPENDENCE134Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES134 PART IV Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES134Item 16.FORM 10-K SUMMARY150 Unless the context otherwise requires, the words “we,” “us,” “our,” the “Company,” the “Registration” and“Trilogy” refer to Trilogy Metals Inc., formerly NovaCopper Inc. (“Trilogy” or “Trilogy Metals”), a BritishColumbia corporation, either alone or together with its subsidiaries as the context requires, as ofNovember30, 2025. CURRENCY All dollar amounts are in United States currency unless otherwise stated. References to C$ or CDN$ refer toCanadian currency, and $or US$ to United States currency. FORWARD-LOOKING STATEMENTS The information discussed in this Annual Report on Form10-K includes “forward-looking infor