DEF 14A 1 tm242821d1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Under Rule 14a-12

TRILOGY METALS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14A-6(i)(1) and 0-11.
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.

Notice of
Annual Meeting
of Shareholders
&

Management

Information Circular

MEETING TO BE HELD May 22, 2024

Trilogy Metals Inc.

Suite 1150, 609 Granville
Vancouver, British Columbia
Canada V7Y 1G5

Tel: 604-638-8088 or 1-855-638-8088

Fax: 604-638-0644

Website: www.trilogymetals.com

TRILOGY METALS INC.

Suite 1150, 609 Granville Street
Vancouver, British Columbia V7Y 1G5

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Trilogy Metals Inc. (the “Company”, “Trilogy”, or “Trilogy Metals”) will be held at the offices of the Company, Suite 1150, 609 Granville Street, Vancouver, British Columbia, V7Y 1G5, on May 22, 2024 at 10:00 a.m. (Vancouver time), for the following purposes:

to receive the Annual Report of the directors of the Company (the “Directors”) containing the consolidated financial statements of the Company for the year ended November 30, 2023, together with the Report of the Auditors thereon;

to elect the Directors of the Company for the forthcoming year;

to consider and, if deemed advisable, pass an ordinary resolution ratifying and approving all unallocated awards under the 2012 Equity Incentive Plan;

to consider and, if deemed advisable, pass an ordinary resolution approving and adopting the 2024 Non-Employee Directors Fixed Deferred Share Unit Plan as a treasury based plan and reserving 1,200,000 common shares of the Company from treasury under the 2024 Non-Employee Directors Fixed Deferred Share Unit Plan;

to appoint the Auditors of the Company for the forthcoming year and to authorize the Directors to fix the Auditors’ remuneration;

to consider and, if deemed advisable, pass a non-binding resolution approving the compensation of the Company's Named Executive Officers; and

to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters currently proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice.

Only Shareholders of record at the close of business on March 27, 2024 are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting. All proxies completed by registered Shareholders must be returned to the Company:

(a)

by delivering the proxy to the Company’s transfer agent, Computershare Investor Services Inc. at its office at 100 University Avenue, 8^th Floor, Toronto, Ontario, M5J 2Y1, for receipt no later than May 17, 2024, at 10:00 a.m. (Vancouver time);

(b)

by fax to the Toronto office of Computershare Investor Services Inc., Attention: Proxy Tabulation at 416- 263-9524 or 1-866-249-7775 not later than May 17, 2024, at 10:00 a.m. (Vancouver time);

(c)

by telephone by calling 1-866-732-8683 toll-free in North America or (312) 588-4290 outside of North America, and following the instructions, no later than May 17, 2024, at 10:00 a.m. (Vancouver time); or

(d)

by internet, as instructed in the enclosed form of proxy, not later than May 17, 2024, at 10:00 a.m. (Vancouver time).

Non-registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by non-registered Shareholders can be found on page 2 of the attached Circular.

The Company will use Notice-and-Access procedures adopted by the Canadian Securities Administrators to deliver this Notice and the Circular. Shareholders will receive a Proxy or VIF and the Notice-and-Access notification with instructions on how to access the Circular electronically. The Circular will be available on the Company’s website (www.trilogymetals.com), under the Company’s profile on SEDAR+ (www.sedarplus.ca) and in the United States, on EDGAR (www.sec.gov). The Meeting Materials will remain on the Company’s website for one full year. Shareholders who wish to receive more information about Notice-and-Access or to receive paper copies of the Circular or other proxy-related materials may contact the Company’s Corporate Secretary by email at info@trilogymetals.com.

DATED at Vancouver, British Columbia, this 28th day of March, 2024.

	BY ORDER OF THE BOARD OF DIRECTORS

	“Tony Giardini”
	Tony Giardini, President and Chief Executive Officer

TRILOGY METALS INC.
MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING	1
Solicitation of Proxies	1
Voting of Common Shares	2
Exercise of Proxies	3
Revocation of Proxies	4
Voting Standards	4
MATTERS TO BE ACTED UPON AT MEETING	6
Election of Directors	6
Appointment of Auditors	7
Report of the Audit Committee	8
Approval of Continuation of 2012 Equity Incentive Plan	8
Approval of the Trilogy Metals Inc. 2024 Non-Employee Directors Fixed Deferred Share Unit Plan	10
Non-Binding Advisory Vote on Executive Compensation	13
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS	14
STATEMENT OF EXECUTIVE COMPENSATION	25
Compensation Discussion and Analysis	25
Compensation Governance	31
Employment Agreements	32
Termination of Employment or Change of Control	33
Summary Compensation Table	35
Incentive Plan Awards	36
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	39
Equity Incentive Plan	39
RSU Plan	43
DSU Plan	45
Ambler Metals Equity Plan	46
Summary of Securities Issued	50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	51
DIRECTOR COMPENSATION	53
Director Compensation Table	54
DSU Plan for Directors	54
Incentive Plan Awards	55
INDEBTEDNESS OF DIRECTORS AND OFFICERS	56
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	56
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	57
OTHER BUSINESS	65
ADDITIONAL INFORMATION	65
HOUSEHOLDING	65
OTHER MATERIAL FACTS	65
SHAREHOLDER PROPOSALS	65
CERTIFICATE	66
APPENDIX A BOARD MANDATE	67
APPENDIX B EQUITY INCENTIVE PLAN	77
APPENDIX C NON-EMPLOYEE DIRECTORS FIXED DEFERRED SHARE UNIT PLAN	91

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Trilogy Metals Inc. Management Information Circular 2024

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

Solicitation of Proxies

THIS MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT AND THE BOARD OF DIRECTORS (THE “BOARD OF DIRECTORS” OR THE “BOARD”) OF TRILOGY METALS INC. for use at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company, Suite 1150, 609 Granville Street, Vancouver, British Columbia, V7Y 1G5, at 10:00 a.m. (Vancouver time) on May 22, 2024 (the “Meeting”) or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting. The Company anticipates this Circular, proxy materials and form of proxy will be first made available to Shareholders of the Company on or about March 28, 2024.

Solicitation of proxies from registered Shareholders will primarily be by mail or courier pursuant to Notice-and-Access (as defined below), supplemented by telephone or other personal contact by employees or agents of the Company, and all costs thereof will be paid by the Company. The Company estimates such fees and costs to be nominal.

There are two kinds of non-registered, or beneficial, Shareholders – those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non Objecting Beneficial Owners).

Non-registered Shareholders who have not objected to their intermediary disclosing certain information about them to the Company are referred to as “NOBOs”, whereas non-registered Shareholders who have objected to their intermediary disclosing ownership information about them to the Company are referred to as “OBOs”. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), the Company has elected to send the Notice of Meeting, the Circular and the related form of proxy or voting instruction form indirectly to the NOBOs and to the OBOs through their intermediaries. Unless required pursuant to U.S. proxy rules, the Company does not intend to pay for intermediaries to forward to OBOs, under NI 54-101, the proxy related materials and Form 54-101F7, and in the case of an OBO, the OBO will not receive these materials unless the OBOs intermediary assumes the cost of delivery.

General

Unless otherwise specified, the information in this Circular is current as of March 1, 2024. Unless otherwise indicated, all references to “$” or “US$” in this Circular refer to United States dollars. References to “C$” in this Circular refer to Canadian dollars.

Copies of this Circular and proxy-related materials, as well as the Company’s financial statements to be received at the Meeting and related MD&A and other information comprising the Company’s annual report, are available on the Company’s website at www.trilogymetals.com and under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Record Date and Quorum

The Board of Directors of the Company has fixed the record date for the Meeting as the close of business on March 27, 2024 (the “Record Date”). If a person acquires ownership of shares subsequent to the Record Date, such person may establish a right to vote by delivering evidence of ownership of their common shares of the Company (the “Common Shares”) satisfactory to the Board and a request for his or her name to be placed on the voting list to Blake, Cassels & Graydon LLP, the Company’s legal counsel, at 1133 Melville, Suite 3500, The Stack, Vancouver, BC, V6E 4E5, Attention: Trisha Robertson. Subject to the above, all registered holders of Common Shares at the close of business on the Record Date (the “Shareholders”) will be entitled to vote at the Meeting. No cumulative rights are authorized and dissenter’s rights are not applicable to any matters being voted upon. Such registered Shareholders will be entitled to one vote per Common Share. At the close of business on March 27, 2024, 160,166,788 Common Shares were outstanding and entitled to vote.

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Trilogy Metals Inc. Management Information Circular 2024

Two or more persons who are, or who represent by proxy, holders of at least 5% of the Common Shares entitled to vote at the Meeting will constitute a quorum at the Meeting.

Voting of Common Shares

Registered Shareholders

Registered Shareholders have two methods by which they can vote their shares at the Meeting, namely in person or by proxy. To assure your representation at the Meeting, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting.

Shareholders who do not wish to attend the Meeting or do not wish to vote in person, can vote by proxy. A registered Shareholder must return the completed proxy to the Company:

(a)

by delivering the proxy to the Toronto office of the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”) at its office at 100 University Avenue, 8^thFloor, Toronto, Ontario, Canada M5J 2Y1, for receipt not later than May 17, 2024 at 10:00 a.m. (Vancouver time);

(b)

by fax to the Toronto office of Computershare, Attention: Proxy Tabulation at 416-263-9524 or 1-866-249-7775 not later than May 17, 2024 at 10:00 a.m. (Vancouver time);

(c)

by telephone by calling 1-866-732-8683 toll-free in North America or (312) 588-4290 outside of North America, and following the instructions, no later than May 17, 2024 at 10:00 a.m. (Vancouver time); or

(d)

by internet, as instructed in the enclosed form of proxy, not later than May 17, 2024 at 10:00 a.m. (Vancouver time).

The persons named in the enclosed form of proxy are an officer of the Company or counsel to the Company. Each Shareholder has the right to appoint a person or a company (who need not be a Shareholder) to attend and act for him/her and on his/her behalf at the Meeting other than the persons designated in the enclosed form of proxy. Such right may be exercised by striking out the names of the persons designated on the enclosed form of proxy and by inserting such appointed person’s name in the blank space provided for that purpose or by completing another form of proxy acceptable to the Board.

Non-registered Shareholders

The information set forth in this section is of significant importance to many Shareholders of the Company, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (i.e., non-registered or beneficial Shareholders) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada and the United States, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms) or Cede & Co. (operated by the Depository Trust Company), respectively. Common Shares held by brokers or their agents or nominees can only be voted upon the instructions of the non-registered Shareholder except in limited cases for certain “routine” matters. An example of a “routine” matter includes the appointment of the Auditors, which is considered the only “routine” matter to be voted upon at the Meeting. Otherwise, without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for their clients, which is generally referred to as a “broker non-vote”. Therefore, non- registered Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person if such Shareholders want their votes to count on all matters to be decided at the Meeting.

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Trilogy Metals Inc. Management Information Circular 2024

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from non-registered Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by non-registered Shareholders in order to ensure that their shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically uses its own form of proxy, mails those forms to the non-registered Shareholders and asks non-registered Shareholders to either return the proxy forms to Broadridge or alternatively provide voting instructions by using the Broadridge automated telephone system. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A non-registered Shareholder receiving a proxy from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting – the proxy must be returned to Broadridge well in advance of the Meeting in accordance with Broadridge’s instructions in order to have the shares voted.

Although a non-registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or an agent of the broker), a non-registered Shareholder may attend the Meeting as a proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Non- registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as a proxyholder for the registered Shareholder should enter their own names in the blank space on the form of proxy provided to them by their broker (or agent) and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Notice-and-Access

The Company will deliver this Notice of Meeting and Circular, a Proxy and related documents (collectively, the “Meeting Materials”) to Shareholders by posting the Meeting Materials on its website at www.trilogymetals.com. The Meeting Materials will also be available under the Company’s profile on SEDAR+ (www.sedarplus.ca) and in the United States, on EDGAR (www.sec.gov) on March 28, 2024. The Meeting Materials will remain on the Company’s website for one full year.

The Company will continue to mail paper copies of this Circular and other proxy-related materials to those registered and non-registered Shareholders who previously elected to receive paper copies of such materials. All other Shareholders will receive a notice package (the “Notice Package”) which will contain information on how to obtain electronic and paper copies of this Circular and other proxy-related materials in advance of the Meeting as well as how to vote.

The Company has sent a Notice Package containing a Notice-and-Access notification and an accompanying Proxy, in the case of registered Shareholders, or VIF, in the case of non-registered Shareholders, as applicable, to its registered Shareholders and indirectly to non-registered Shareholders. The Company will not use procedures known as “stratification” in relation to the use of Notice-and-Access, meaning that both registered and non-registered Shareholders will be mailed a Notice Package. The Company does not intend to pay for intermediaries such as stockbrokers, securities dealers, banks, trust companies, trustees and their agents and nominees to forward the Notice Package to OBOs. Accordingly, OBOs will not receive the Notice Package unless their respective intermediaries assume the cost of forwarding such documents to them.

Shareholders who wish to receive more information about Notice-and-Access or to receive paper copies of the Circular or other proxy-related materials contact the Company’s Corporate Secretary by email at info@trilogymetals.com. Requested materials will be sent to the requesting Shareholders at no cost to them within three business days of their request, if such requests are made before the Meeting or any postponement or adjournment thereof.

Exercise of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy will be voted or withheld from voting in accordance with the instructions given on the form of proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Where no choice is specified, the enclosed proxy will confer discretionary authority and will be voted in favour of all matters referred to on the form of proxy.

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Trilogy Metals Inc. Management Information Circular 2024

The proxy also confers discretionary authority to vote for, withhold or abstain from voting, or vote against, amendments or variations to matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting. Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business other than that referred to in the accompanying Notice of Meeting which will be presented at the Meeting. However, if any other matters properly come before the Meeting, it is the intention of the person named in the enclosed proxy to vote in accordance with the recommendations of management of the Company.

Proxies must be received by the Toronto office of Computershare, located at 100 University Avenue, 8^th Floor, Toronto, Ontario, Canada M5J 2Y1 not later than May 17, 2024 at 10:00 a.m. (Vancouver time).

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time insofar as it has not been exercised. In addition to any other manner permitted by law, a Shareholder who has given an instrument of proxy may revoke it by instrument in writing, executed by the Shareholder or by his attorney authorized in writing, or if the Shareholder is a Company, under its corporate seal, and deposited either with the Company’s transfer agent, Computershare at its Vancouver office at 510 Burrard Street, 2^nd Floor, Vancouver, BC, V6C 3B9 or with the Company’s legal counsel, Blake, Cassels & Graydon LLP, at 1133 Melville, Suite 3500, The Stack, Vancouver, BC, V6E 4E5, Attention: Trisha Robertson, at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or any adjournment thereof or with the chairman of such Meeting on the date of the Meeting, or any adjournment thereof, and upon either of such deposits the proxy is revoked. A Shareholder attending the Meeting has the right to vote in person and if he does so, his proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting.

Voting Standards

Except as otherwise noted in this Circular, a simple majority of votes cast at the Meeting, whether in person or by proxy, will constitute approval of any matter submitted to a vote. Abstentions and broker non-votes will not be counted either in favor of or against any proposal or either for or withheld in the election of directors, and, therefore, will have no effect on the outcomes of any proposal or election of directors.

Broker non-votes occur with respect to shares where the broker does not receive voting instructions from its clients and the broker does not have the authority to vote those shares. The rules of the New York Stock Exchange applicable to brokers determine whether a broker has authority to vote on a proposal if the broker does not receive voting instructions from its client. The broker may vote on proposals that are determined to be “routine” under these rules and may not vote on proposals that are determined to be “non-routine” under these rules. If a proposal is determined to be routine, a broker who has received no voting instructions from its client with respect to that proposal has discretion to vote the client’s uninstructed shares on that proposal. If a proposal is determined to be non-routine, a broker who has received no voting instructions from its client with respect to that proposal does not have discretion to vote the client’s uninstructed shares on that proposal.

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Trilogy Metals Inc. Management Information Circular 2024

The following chart describes the proposals to be considered at the Meeting, the voting options, the vote required for each matter, and the manner in which votes will be counted:

Matter	Voting Options	Required Vote	Impact of Abstentions or Broker Non-Votes
Election of Directors	For; Withhold	Plurality of votes - nominees receiving the seven highest number of votes at the Meeting will be elected*	No effect
Appointment of Auditors	For; Withhold	Simple majority of votes cast (only votes “for” are considered votes cast)	No effect. (Brokers are permitted to exercise their discretion and vote without specific instruction on this matter. Accordingly, there are no broker non-votes.)
Approving Unallocated Entitlements under the 2012 Equity Incentive Plan	For; Against; Abstain	Simple majority of votes cast	No effect. Abstentions and broker non-votes will not be counted in favour or against the proposal and will therefore have no effect.
Approving and Adopting the Fixed DSU Plan	For; Against; Abstain	Simple majority of votes cast	No effect. Abstentions and broker non-votes will not be counted in favour or against the proposal and will therefore have no effect.
Non-Binding Advisory Vote on Executive Compensation	For; Against; Abstain	Simple majority of votes cast	No effect. Abstentions and broker non-votes will not be counted in favour or against the proposal and will therefore have no effect.

See the “Election of Directors” section of this Circular for a description of the Company’s Majority Voting Policy. In an uncontested election, if the number of votes “withheld” for any nominee exceeds the number of votes “for” the nominee, then the policy requires that the nominee shall tender his or her written resignation to the Chair of the Board.

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Trilogy Metals Inc. Management Information Circular 2024

MATTERS TO BE ACTED UPON AT MEETING

Election of Directors

According to the Articles of the Company, the Board shall consist of not less than three and no more than such number of directors to be determined by resolution of the Shareholders. The number of directors is currently determined at seven. At the Meeting, Shareholders will be asked to elect seven directors to the Board.

The proposed nominees in the list that follows are, in the opinion of management, well qualified to direct the Company’s activities for the ensuing year and have confirmed their willingness to serve as directors, if elected. The term of office of each director elected will be until the next annual meeting of the Shareholders of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated, in accordance with the Articles of the Company and the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”).

The Board adopted a Majority Voting Policy on March 28, 2013, as amended March 14, 2017, stipulating that Shareholders shall be entitled to vote in favour of, or withhold from voting for, each individual director nominee at a Shareholder’s meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, he or she shall tender his or her written resignation to the Chair of the Board. The Corporate Governance and Nominating Committee will consider such offer of resignation and will make a recommendation to the Board concerning the acceptance or rejection of the resignation after considering all factors deemed relevant. The Board must take formal action on the Corporate Governance and Nominating Committee’s recommendation within 90 days of the date of the applicable Shareholder’s meeting and announce its decision by press release. Absent exceptional circumstances, the Board will be expected to accept the resignation which will be effective on such date. The policy does not apply in circumstances involving contested director elections. See the “Statement of Corporate Governance Policies – Majority Voting Policy” section of this Circular for additional information.

Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted FOR the election of the nominees whose names are set forth below. If, prior to the Meeting, any of the listed nominees shall become unavailable to serve, the persons designated in the proxy form will have the right to use their discretion in voting for a properly qualified substitute. Management does not contemplate presenting for election any person other than these nominees but, if for any reason management does present another nominee for election, the proxyholders named in the accompanying form of proxy reserve the right to vote for such other nominee in their discretion unless the Shareholder has specified otherwise in the form of proxy.

Name, Province or State and Country of Residence	Independence	Principal Occupation	Director Since
Tony Giardini Rome, Italy	Non-Independent	President and Chief Executive Officer of the Company	January 2012
James Gowans⁽²⁾⁽³⁾ British Columbia, Canada	Independent	Independent director of various companies	May 2019
William Hayden⁽²⁾⁽³⁾ New South Wales, Australia	Independent	Self-employed Geologist	June 2015
William Iggiagruk Hensley^(2)(3)(4) Alaska, USA	Independent	Retired	December 2017
Gregory Lang⁽¹⁾⁽³⁾ Utah, USA	Independent	President and Chief Executive Officer of NOVAGOLD Resources Inc.	January 2012
Janice Stairs^(1) (4) Nova Scotia, Canada	Independent	Independent director of various companies	April 2011
Diana Walters⁽¹⁾⁽⁴⁾ Texas, USA	Independent	Manager and Founder of Amichel LLC	May 2016

(1)

Member of the Audit Committee.

(2)

Member of the Compensation Committee.

(3)

Member of the Environment, Health, Safety and Technical (“EHST”) Committee.

(4)

Member of the Corporate Governance and Nominating Committee.

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Trilogy Metals Inc. Management Information Circular 2024

The term of office for each director expires as at the date of each annual general meeting unless such director is re- elected at that annual general meeting.

See the “Information Concerning the Board of Directors and Executive Officers” section of this Circular for further information regarding the above directors.

See the “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” section of this Circular for details on share ownership and the number of securities beneficially owned, or controlled or directed, directly or indirectly, by each proposed director.

Appointment of Auditors

The independent auditors of the Company are PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), located at 250 Howe Street, 14th Floor, Vancouver, British Columbia, Canada. PwC were first appointed auditors of the Company on March 28, 2012 by the shareholders of NOVAGOLD Resources Inc. (“NOVAGOLD”) prior to the spin out of Trilogy in April 2012. The Shareholders will be asked at the Meeting to vote for the appointment of PwC as auditors of the Company until the next annual meeting of the Shareholders of the Company or until a successor is appointed, at a remuneration to be fixed by the Directors upon the recommendation of the Audit Committee. To the Company's knowledge, a representative from PwC will not be present at the Meeting to take questions, although PwC will be permitted to make a statement if it so desires.

In the absence of a contrary instruction, it is intended that all proxies received will be voted FOR the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the next annual meeting of the Shareholders or until a successor is appointed, at a remuneration to be fixed by the Directors upon the recommendation of the Audit Committee.

A table setting forth the fees paid by the Company to PwC, its independent auditor, during the fiscal years ended November 30, 2023, and 2022 is set forth below.

	Year Ended November 30
	2023 C$	2022 C$
Audit Fees ⁽¹⁾	142,845	126,049
Audit Related Fees ⁽²⁾	2,772	3,106
Tax Fees ⁽³⁾	-	-
All Other Fees ⁽⁴⁾	-	-
Total	145,617	129,155

(1)

“Audit Fees” are the aggregate fees billed by PwC during the fiscal year ended November 30, 2023 for the audit of the Company’s consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

(2)

“Audit-Related Fees” are fees charged by PwC for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” This category comprises fees billed for review and advisory services associated with the Company’s financial reporting.

(3)

“Tax Fees” are fees billed by PwC for tax compliance, tax advice and tax planning.

(4)

“All Other Fees” are fees charged by PwC for services not described above.

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Trilogy Metals Inc. Management Information Circular 2024

Pre-Approval Policies and Procedures

All services to be performed by the Company’s independent auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a charter governing its conduct. The charter is reviewed annually and requires the pre-approval of all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimis exceptions for non-audit services as allowed by applicable law or regulation. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. Pursuant to these procedures, all services and related fees reported were pre-approved by the Audit Committee.

Report of the Audit Committee

The Audit Committee reviewed and discussed with management and the Company's independent auditors the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2023. In addition, the Audit Committee has discussed with the Company's independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the U.S. Securities and Exchange Commission (the “SEC”). The Audit Committee has also received the written disclosures and the letter from the Company's independent auditors required by the applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence and has discussed with the Company's independent auditors that audit firm's independence from the Company and its management. Based on the review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended November 30, 2023, for filing with the SEC, which Annual Report is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

	Audit Committee of the Board
	Diana Walters, Chair
	Gregory Lang
	Janice Stairs

Approval of Continuation of 2012 Equity Incentive Plan

Background and Approval

Pursuant to Toronto Stock Exchange (“TSX”) rules, every three years following institution of the Company’s 2012 Equity Incentive Plan (the “Equity Incentive Plan”), Shareholders must approve all unallocated options, rights or entitlements, including Common Shares issued under the Share Bonus Plan (“Awards”), issuable pursuant thereto. Shareholders last approved the Equity Incentive Plan in 2021. The Equity Incentive Plan is in the same form as the plan previously approved by Shareholders.

At the Meeting, Shareholders will be asked to pass a resolution (the “Equity Incentive Plan Resolution”) substantially in the following form:

“BE IT RESOLVED THAT:

the unallocated entitlements under the Trilogy Equity Incentive Plan are hereby approved and Trilogy will have the ability to grant Awards and shares under the Trilogy Equity Incentive Plan until the date that is three years from the date of the Meeting, being May 22, 2027; and

any director or officer of Trilogy be and is hereby authorized, for and on behalf of Trilogy, to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to this resolution.”

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Trilogy Metals Inc. Management Information Circular 2024

The Equity Incentive Plan Resolution must be passed by a majority of the votes cast by Shareholders who, being entitled to do so, vote in person or by proxy on the Equity Incentive Plan Resolution.

In the event that the resolution to approve the Equity Incentive Plan is not passed by the requisite number of votes cast at the Meeting, the Company will neither be able to grant new Awards nor will it be able to re-allocate outstanding Awards that expire unexercised. Previously allocated Awards under the Equity Incentive Plan will continue unaffected by the approval or disapproval of the Equity Incentive Plan Resolution. Any Awards that have been terminated, cancelled or that have expired will not be available for re-granting.

The Board of Directors of the Company has unanimously concluded that the approval of the Equity Incentive Plan Resolution is in the best interest of the Company and its Shareholders and recommends that Shareholders vote FOR the Equity Incentive Plan Resolution. The Company has been advised that the directors and senior officers of the Company intend to vote all Common Shares held by them in favour of the Equity Incentive Plan Resolution. In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the Equity Incentive Plan Resolution. Abstentions and broker non-votes will not be counted either in favour of or against this proposal and, therefore, will have no effect on the outcomes of such proposal.

Previously Granted Awards Under the Equity Incentive Plan

The following table provides information related to the total number of Common Shares issuable in connection with outstanding, unexercised Award grants under the Equity Incentive Plan held by each of the following individuals and groups as at March 1, 2024.

Name	Stock Options Previously Granted #
Tony Giardini	5,718,400
Elaine Sanders	2,125,000
All executive officers as a group	7,843,400
All directors who are not executive officers as a group	3,042,500
All employees who are not executive officers as a group	3,468,500
Total prior awards under the Equity Incentive Plan	14,354,400

All Awards as approved by the Compensation Committee are made at the discretion of the Compensation Committee and Board of Directors. Accordingly, the benefits and amounts that will be received or allocated to Award recipients under the Equity Incentive Plan are not determinable at this time.

Summary of the Equity Incentive Plan

As of March 1, 2024, the total number of Common Shares issuable in connection with outstanding, unexercised Award grants under the Equity Incentive Plan was 14,354,400, which represent, in the aggregate, 9.0% of the total number of outstanding Common Shares. Of the 14,354,400 outstanding unexercised Awards, Awards to purchase 11,821,061 Common Shares are fully vested, with 2,533,339 remaining unvested. As of March 1, 2024, the total number of Common Shares reserved for issuance under the Equity Incentive Plan was 15,592,599, including Common Shares issuable in connection with outstanding, unexercised Award grants. The closing price of the Common Shares on the TSX as of March 1, 2024 was C$0.62. The closing price of the Common Shares on the NYSE American as of March 1, 2024 was US$0.44. As of March 1, 2024, there were six non-employee directors, two officers and three employees eligible to participate in the Equity Incentive Plan.

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Trilogy Metals Inc. Management Information Circular 2024

See “Securities Authorized for Issuance Under Equity Compensation Plans – Equity Incentive Plan” and “Securities Authorized for Issuance Under Equity Compensation Plans – Summary of Securities Issued” in this Circular for a summary of the Equity Incentive Plan, which forms a part of this proposal, and which is qualified in its entirety by reference to the complete copy of the Equity Incentive Plan which is appended hereto as Appendix B.

Approval of the Trilogy Metals Inc. 2024 Non-Employee Directors Fixed Deferred Share Unit Plan

Background and Summary of the Trilogy Metals Inc. 2024 Non-Employee Directors Fixed Deferred Share Unit Plan

The Company wishes to adopt the Non-Employee Directors Fixed Deferred Share Unit Plan (the “Fixed DSU Plan”) for the benefit of the Company’s non-executive directors. With the Company’s directors taking all of their fees over the past two years in equity to preserve cash resources, the number of Common Shares available for future grants from the Company’s Deferred Share Unit Plan is limited. The Shareholders had previously approved allocating 1,500,000 Common Shares under the Ambler Metals Equity Plan (as defined below), of which a total of 318,481 Common Shares had been awarded the executives of Ambler Metals LLC, with a remaining 1,181,519 Common Shares reserved for issuance. The owners of Ambler Metals LLC, Trilogy and South32 Limited, have agreed to restructure Ambler Metals LLC by reducing costs at the executive level thereby eliminating the need in the near term to provide long-term equity incentives. The Company would like to use the remaining 1,181,519 Common Shares to pay directors fees by terminating the Ambler Metals Plan and creating a new Fixed DSU Plan.

The Fixed DSU Plan is intended to assist the Company in the preservation of cash by paying the non-employee directors’ fees in equity and, through the proposed issuance by the Company of Common Shares under the Fixed DSU Plan, to promote better alignment of the interests of directors and the long-term interests of Shareholders without increasing overall dilution for Shareholders.

The Board intends to use the deferred share units (the “Fixed DSUs”) issued under the Fixed DSU Plan, as well as DSUs issued under the Deferred Share Unit Plan, options issued under the Equity Incentive Plan and RSUs issued under the RSU Plan, if any, as part of the Company’s overall director compensation plan. Since the value of Fixed DSUs increase or decrease with the price of the Common Shares, Fixed DSUs reflect a philosophy of aligning the interests of directors with those of the Shareholders by tying compensation to share price performance. The Board has also approved, conditional upon Shareholder approval of the Fixed DSU Plan, the termination of the existing Ambler Metals Equity Plan (as defined below), of which there are currently 1,181,519 Common Shares reserved for issuance.

The Fixed DSU Plan provides that non-executive directors, of which there are currently six, may elect to receive any or all of their Annual Compensation in Fixed DSUs. A Fixed DSU is a unit credited to a participant in the Fixed DSU Plan by way of a bookkeeping entry in the books of the Company, the value of which is equivalent to a Common Share. All Fixed DSUs paid with respect to Annual Compensation will be credited to the director by means of an entry in a Fixed DSU Account when such Annual Compensation is payable. The director’s Fixed DSU Account will be credited with the number of Fixed DSUs determined by dividing the dollar amount of compensation payable in Fixed DSUs on the payment date by the Share Price of a Common Share at the time. Share Price is defined in the Fixed DSU Plan and means (if the Common Shares are listed and posted for trading on the TSX) the closing price of a Common Share on the TSX averaged over the five (5) consecutive trading days immediately preceding the date of grant or the redemption date, as the case may be. Fractional Common Shares will not be issued and any fractional entitlements will be rounded down to the nearest whole number.

Additionally, the Board may award such number of Fixed DSUs to a non-executive director as the Board deems advisable to provide the director with appropriate equity-based compensation for the services he or she renders to the Company. The Board shall determine the date on which such Fixed DSUs may be granted and the date as of which such Fixed DSUs shall be credited to the director’s Fixed DSU Account. The Company and a director who receives such an additional award of Fixed DSUs shall enter into a Fixed DSU award agreement to evidence the award and the terms applicable thereto.

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Trilogy Metals Inc. Management Information Circular 2024

Generally, a participant in the Fixed DSU Plan shall be entitled to redeem his or her Fixed DSUs during the period commencing on the Termination Date and ending on the 90th day following the Termination Date, provided, however that for U.S. Eligible Participants, redemption will be made upon such Participant’s “separation from service” as defined under Internal Revenue Code Section 409A. Redemptions under the DSU Plan may be in Common Shares issued from treasury, may be purchased by the Company on the open market for delivery to the director, may be settled in cash or any combination of the foregoing.

TSX Approval

The TSX has conditionally approved the treasury-based aspects of the Fixed DSU Plan, subject to standard conditions, including approval of the Shareholders.

Maximum Number of Common Shares Issued

Fixed DSUs may be granted in accordance with the Fixed DSU Plan, provided the aggregate number of Common Shares reserved and available for grant or issuance pursuant to the Fixed DSU Plan shall not exceed 1,200,000 Common Shares. The aggregate number of Common Shares that may be issued under DSUs granted under the Fixed DSU Plan shall be reduced by the Common Shares subject to DSUs already granted under the Fixed DSU Plan, and if any Common Shares covered by DSUs are settled in cash or otherwise terminated or cancelled without delivery of any Common Shares, then the number of Common Shares counted against the aggregate number of Common Shares available under the Plan with respect to such award, to the extent of any such forfeiture, reacquisition by the Corporation, termination or cancellation, shall again be available for granting DSUs under the Fixed DSU Plan.

The Fixed DSU Plan provides that the maximum number of Common Shares issuable to insiders (as that term is defined by the TSX) pursuant to the Fixed DSU Plan, together with any Common Shares issuable pursuant to any other security-based compensation arrangement of the Company, will not exceed 10% of the total number of outstanding Common Shares. In addition, the maximum number of Common Shares issued to insiders under the Fixed DSU Plan, together with any Common Shares issued to insiders pursuant to any other security-based compensation arrangement of the Company within any one year period, will not exceed 10% of the total number of outstanding Common Shares.

Transferability

No right to receive payment of deferred compensation or retirement awards shall be transferable or assignable by any participant under the Fixed DSU Plan except by will or laws of descent and distribution.

Amendments to the Fixed DSU Plan

The Board may at any time, and from time to time, and without Shareholder approval, amend any provision of the Fixed DSU Plan, subject to any regulatory or stock exchange requirement at the time of such amendment, including, without limitation for the purposes of making formal minor or technical modifications to any of the provisions of the Fixed DSU Plan including amendments of a “clerical” or “housekeeping” nature, to correct any ambiguity, defective provision, error or omission in the provisions of the Fixed DSU Plan, amendments to the termination provisions of the Fixed DSU Plan, amendments necessary or advisable because of any change in applicable laws, amendments to the transferability of Fixed DSUs, amendments relating to the administration of the Fixed DSU Plan, or any other amendment, fundamental or otherwise, not requiring Shareholder approval under applicable laws; provided, however, that no such amendment of the Fixed DSU Plan may be made without the consent of each affected participant in the Fixed DSU Plan if such amendment would adversely affect the rights of such affected participant(s) under the Fixed DSU Plan, and Shareholder approval shall be obtained in accordance with the requirements of the TSX for any amendment (i) to increase the maximum number of Common Shares which may be issued under the Fixed DSU Plan; (ii) to the amendment provisions of the Fixed DSU Plan; or (iii) to the definition of “Participant”.

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Trilogy Metals Inc. Management Information Circular 2024

Certain United States Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to Fixed DSUs awarded under the Fixed DSU Plan. The following description applies to Fixed DSUs that are subject to U.S. federal income tax. The grant of Fixed DSUs and the crediting of Fixed DSUs to a Director’s Fixed DSU Account should not result in taxable income to the Director at the time of grant. When Fixed DSUs are paid out, the Director will recognize ordinary income equal to the fair market value of the Common Shares and cash received in settlement of the Fixed DSUs, and the Company will be entitled at that time to a corporate income tax deduction (for U.S. federal income tax purposes) for the same amount. A Director’s basis in any Common Shares received will equal the fair market value of the Common Shares at the time the Director recognized ordinary income. If, as usually is the case, the Common Shares are a capital asset in the Director’s hands, any additional gain or loss recognized on a subsequent sale or exchange of the Common Shares will not be ordinary income but will qualify as capital gain or loss. To the extent that a Director’s Fixed DSUs are subject to U.S. federal income tax and to taxation under the Income Tax Act (Canada), Fixed DSUs awarded under the Fixed DSU Plan are intended to comply with Section 409A of the Internal Revenue Code and to avoid adverse tax consequences under paragraph 6801(d) of the regulations under the Income Tax Act (Canada). To that end, the Fixed DSU Plan contains certain forfeiture provisions that could apply to Fixed DSUs awarded under the Fixed DSU Plan in limited circumstances.

This summary of the Fixed DSU Plan is qualified in its entirety by reference to the complete copy of the Fixed DSU Plan which is appended hereto as Appendix C.

Approval

At the Meeting, Shareholders will be asked to approve the Fixed DSU Plan. For reference, a copy of the Fixed DSU Plan is appended hereto as Appendix C. The Fixed DSU Plan was approved by the Board on March 14, 2024 and must be approved by both the TSX and the Shareholders. The Fixed DSU Plan was conditionally approved by the TSX on March 25, 2024 and is subject to confirmation and approval by the Shareholders and satisfying the requirements of the TSX, including the filing of applicable documentation.

At the Meeting, Shareholders will be asked to pass a resolution (the “Fixed DSU Plan Resolution”) substantially in the following form:

“BE IT RESOLVED THAT:

the Trilogy Metals Inc. 2024 Non-Employee Directors Fixed Deferred Share Unit Plan, as more particularly described in the Management Information Circular dated March 28, 2024, allowing for the issuance of a maximum of 1,200,000 Common Shares from treasury, a copy of which is attached to the Management Information Circular as Appendix C, be and is hereby adopted, ratified and confirmed as the fixed deferred share unit plan of the Company; and

The Fixed DSU Plan Resolution must be passed by a majority of the votes cast by Shareholders who, being entitled to do so, vote in person or by proxy on the Fixed DSU Plan Resolution.

In the event that the resolution to approve the Fixed DSU Plan is not passed by the requisite number of votes cast at the Meeting, the Company will not adopt the Fixed DSU Plan and the Ambler Metals Equity Plan will not be terminated.

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Trilogy Metals Inc. Management Information Circular 2024

The Board of Directors of the Company has unanimously concluded that the approval of the Fixed DSU Plan Resolution is in the best interest of the Company and its Shareholders and recommends that Shareholders vote FOR the Fixed DSU Plan Resolution. The Company has been advised that the directors and senior officers of the Company intend to vote all Common Shares held by them in favour of the Fixed DSU Plan Resolution. In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the Fixed DSU Plan Resolution. Abstentions and broker non-votes will not be counted either in favour of or against this proposal and, therefore, will have no effect on the outcomes of such proposal.

Non-Binding Advisory Vote on Executive Compensation

In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd- Frank Act”) and Section 14A of the Exchange Act, the following proposal, commonly known as a “Say on Pay” proposal, gives our Shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of the Company’s named executive officers (“Named Executive Officers” or “NEOs”). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices, as disclosed under the “Compensation Discussion and Analysis” section of this Circular.

Our executive compensation program is designed to recruit and retain key individuals and reward individuals with compensation that has long-term growth potential while recognizing that the executives work as a team to achieve corporate results and should be rewarded accordingly. In order to align executive pay with both the Company’s financial performance and the creation of sustainable shareholder value, a significant portion of compensation paid to our NEOs is allocated to performance-based, short-term and long-term incentive programs to make executive pay dependent on the Company’s performance (or “at-risk”). In addition, as an executive officer’s responsibility and ability to affect the financial results of the Company increases, the portion of his or her total compensation deemed “at-risk” increases. Shareholders are urged to read the “Compensation Discussion and Analysis” section of this Circular, which more thoroughly discusses how our compensation policies and procedures implement our compensation philosophy.

We are asking our Shareholders to indicate their support for our NEO compensation as described in this Circular by voting FOR the following resolution:

“BE IT RESOLVED, as an ordinary resolution, that the compensation paid to the named executive officers, as disclosed in the Company’s 2024 Circular pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.”

While we intend to carefully consider the voting results of this proposal, the final vote is advisory in nature and therefore not binding on us, our Board or the Compensation Committee. Our Board and Compensation Committee value the opinions of all of our Shareholders and will consider the outcome of this vote when making future compensation decisions for our NEOs. It is currently expected that Shareholders will be given an opportunity to cast an advisory vote on this topic annually.

Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted FOR the approval of the non-binding resolution approving the compensation paid to the NEOs as disclosed in this Circular.

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Trilogy Metals Inc. Management Information Circular 2024

INFORMATION CONCERNING THE BOARD OF DIRECTORS,
DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our current directors and executive officers. The term for each director expires at our next annual meeting of the Shareholders of the Company or at such time as his or her successor is appointed, upon ceasing to meet the qualifications for election as a director, upon death, upon removal by the Shareholders or upon delivery or submission to the Company of the director's written resignation, unless the resignation specifies a later time of resignation. Each executive officer shall hold office until the earliest of the date his or her resignation becomes effective, the date his or her successor is appointed or he or she ceases to be qualified for that office, or the date he or she is terminated by Board of Directors. The names, locations of residence, ages of, and offices held by, the directors and executive officers has been furnished by each of them and is current as of March 1, 2024. Unless otherwise indicated, the address of each director and executive officer in the table set forth below is the principal executive office of Trilogy Metals Inc. located at Suite 1150, 609 Granville Street, Vancouver, British Columbia, V7Y 1G5 Canada.

Name and Municipality of Residence	Position and Office Held	Director/Officer Since	Age
Tony Giardini⁽¹⁾ Rome, Italy	Director, President and Chief Executive Officer of the Company	January 26, 2012	64
James Gowans⁽³⁾⁽⁵⁾ British Columbia, Canada	Director	May 22, 2019	72
William Hayden⁽³⁾⁽⁵⁾ New South Wales, Australia	Director	June 19, 2015	72
William Hensley^(3)(4)(5) Alaska, USA	Director	December 22, 2017	82
Gregory Lang ⁽²⁾⁽⁵⁾ Utah, USA	Director	January 26, 2012	69
Janice Stairs^{(6) (2) (4)} Nova Scotia, Canada	Chair	April 27, 2011	64
Diana Walters⁽²⁾⁽⁴⁾ Texas, USA	Director	May 18, 2016	60
Elaine Sanders British Columbia, Canada	Vice President, Chief Financial Officer and Corporate Secretary of the Company	April 29, 2011⁽⁷⁾	54

(1)

Mr. Giardini was appointed President and Chief Executive Officer on June 1, 2020.

(2)

Member of the Audit Committee.

(3)

Member of the Compensation Committee.

(4)

Member of the Corporate Governance and Nominating Committee.

(5)

Member of the EHST Committee.

(6)

Ms. Stairs was appointed Chair of the Board on May 23, 2019.

(7)

Appointed Corporate Secretary on April 29, 2011 and Vice President and CFO on January 30, 2012.

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Trilogy Metals Inc. Management Information Circular 2024

Tony Giardini, CPA, CA
Tony Giardini is currently the President and Chief Executive Officer of the Company, a position he has held since June 2020. Mr. Giardini was President of Ivanhoe Mines Ltd. from May 2019 to March 2020 and was Executive Vice President and Chief Financial Officer of Kinross Gold Corporation from December 2012 to April 2019. He was Chief Financial Officer of Ivanhoe Mines Ltd. from May 2006 to April 2012. Prior to joining Ivanhoe Mines Ltd., Mr. Giardini spent more than 10 years with Placer Dome Inc. as Vice President and Treasurer. Mr. Giardini is a Chartered Professional Accountant and a Certified Public Accountant and spent 12 years with accounting firm KPMG prior to joining Placer Dome Inc. Principal Occupation During Past Five Years: President of Ivanhoe Mines Ltd. (May 2019 – March 2020); and Chief Financial Officer of Kinross Gold Corporation (December 2012 - April 2019). The Board has determined that Mr. Giardini should serve as a director due to his experience in finance, financial reporting and operations as a chief financial officer of a major mining company. Areas of experience include: finance, investment banking, governance, mining industry, treasury and audit. Directorships Held During Past Five Years Current: Torex Gold Resources Inc. Non-current: none
Board / Committee Membership	Overall Attendance 100%	Securities Held
	Regular Meeting	Common

SEC Form DEF 14A filed by Trilogy Metals Inc.