DEF 14A 1 tm232048d3_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 17, 2023

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 17, 2023 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, 2022, together with the Report of the Auditors thereon;

To set the number of Directors of the Company;

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

To appoint the Auditors of the Company for the forthcoming year and to authorize the Audit Committee 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;

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 28, 2023 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 15, 2023, 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 15, 2023, 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 15, 2023, at 10:00 a.m. (Vancouver time); or

(d)

by internet, as instructed in the enclosed form of proxy, not later than May 15, 2023, 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.

Impact of COVID-19: Trilogy is carefully monitoring the public health impact of the coronavirus (COVID-19) on a daily basis, and may decide to modify the date, time or location of the Meeting depending on the situation. While we understand this could disrupt the travel plans of those who plan to attend the Meeting, our first priority is the health and safety of our communities, Shareholders, employees and other stakeholders. In the event we decide to modify the date, time or location of the Meeting, Shareholders will be notified and provided with additional details in a press release, at our website page for the Meeting at https://trilogymetals.com/investor-center/proxy-circular and pursuant to filings we make with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. As always, we encourage you to vote your shares prior to the Meeting.

DATED at Vancouver, British Columbia, this 30th day of March, 2023.

	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	3
Voting Standards	4
MATTERS TO BE ACTED UPON AT MEETING	5
Number of Directors	5
Election of Directors	5
Appointment of Auditors	6
Report of the Audit Committee	7
Non-Binding Advisory Vote on Executive Compensation	8
INFORMATION CONCERNING THE BOARD OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS	8
Compensation Discussion and Analysis	21
Compensation Governance	26
Employment Agreements	27
Termination of Employment or Change of Control	28
Summary Compensation Table	30
Incentive Plan Awards	31
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	32
Equity Incentive Plan	33
RSU Plan	36
DSU Plan	38
Ambler Metals Equity Plan	39
Summary of Securities Issued	43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	44
DIRECTOR COMPENSATION	47
Director Compensation Table	47
DSU Plan for Directors	48
Incentive Plan Awards	48
INDEBTEDNESS OF DIRECTORS AND OFFICERS	50
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	50
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	51
OTHER BUSINESS	59
ADDITIONAL INFORMATION	59
HOUSEHOLDING	59
OTHER MATERIAL FACTS	59
SHAREHOLDER PROPOSALS	59
CERTIFICATE	60
APPENDIX A BOARD MANDATE	61

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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 17, 2023 (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 mailed to Shareholders of the Company on or about March 30, 2023.

Solicitation of proxies from registered Shareholders will primarily be by mail or courier, 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, 2023. 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.sedar.com 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 28, 2023 (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 Suite 2600, 595 Burrard Street, Vancouver, BC, V7X 1L3, 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 28, 2023, 148,956,662 Common Shares were outstanding and entitled to vote.

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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^th Floor, Toronto, Ontario, Canada M5J 2Y1, for receipt not later than May 15, 2023 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 15, 2023 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 15, 2023 at 10:00 a.m. (Vancouver time); or

(d)

by internet, as instructed in the enclosed form of proxy, not later than May 15, 2023 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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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.

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.

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 15, 2023 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 Suite 2600, 595 Burrard Street, Vancouver, BC, V7X 1L3, 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.

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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.

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
Setting the Number of Directors at Seven	For; Against	Simple majority of votes cast	No effect
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.)
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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MATTERS TO BE ACTED UPON AT MEETING

Number 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 Shareholders. The number of directors was previously set at eight. Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution setting the number of directors at seven. In the absence of a contrary instruction, it is intended that all proxies received will be voted FOR setting the number of directors at seven.

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 eight. 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

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Name, Province or State and Country of Residence	Independence	Principal Occupation	Director Since
Gregory Lang⁽¹⁾⁽³⁾ Utah, USA	Independent	President and Chief Executive Officer of NOVAGOLD Resources Inc.	January 2012
Janice Stairs 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.

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 Audit Committee. To the Company's knowledge, a representative from PwC will not be present at the Meeting to take questions, although the firm 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.

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A table setting forth the fees paid by the Company to PwC, its independent auditor, during the fiscal years ended November 30, 2022, and 2021 is set forth below.

	Year Ended November 30
	2022 $		2021 $
Audit Fees ⁽¹⁾		126,049		179,225
Audit Related Fees ⁽²⁾		3,106		2,620
Tax Fees ⁽³⁾		-		-
All Other Fees ⁽⁴⁾		-		7,323
Total		129,155		189,168

(1)

“Audit Fees” are the aggregate fees billed by PwC 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. The 2021 fees are primarily for the filing of an S-8 registration statement for the Company’s incentive plan.

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, 2022. 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, 2022, for filing with the SEC, which Annual Report is available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.

	Audit Committee of the Board
	Kalidas Madhavpeddi, Chair
	Gregory Lang
	Diana Walters

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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 2023 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.

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, 2023. 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.

- 8 -

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	63
James Gowans⁽³⁾⁽⁵⁾ British Columbia, Canada	Director	May 22, 2019	71
William Hayden⁽³⁾⁽⁵⁾ New South Wales, Australia	Director	June 19, 2015	71
William Hensley^(3)(4)(5) Alaska, USA	Director	December 22, 2017	81
Gregory Lang ⁽²⁾⁽⁵⁾ Utah, USA	Director	January 26, 2012	68
Kalidas Madhavpeddi^(2)(4)(8) Arizona, USA	Director	January 26, 2012	67
Janice Stairs⁽⁶⁾ Nova Scotia, Canada	Chair	April 27, 2011	63
Diana Walters⁽²⁾⁽⁴⁾ Texas, USA	Director	May 18, 2016	59
Elaine Sanders British Columbia, Canada	Vice President, Chief Financial Officer and Corporate Secretary of the Company	April 29, 2011⁽⁷⁾	53

(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.

(8)

Mr. Madhavpeddi will not be standing for re-election at the 2023 Meeting.

- 9 -

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

Overall
Attendance
100%

Securities Held

Board / Committee
Membership

Regular Meeting

Common Shares
#

Stock Options
#

RSUs
#

DSUs
#

Board

8/8

2,610,166

4,693,400

861,768

202,324

Ambler Metals

11/11

- 10 -

James (Jim) Gowans

James Gowans is an independent director of various companies. He was previously the Interim President and Chief Executive Officer of the Company from September 2019 to June 2020. He was previously the President, CEO and a Director of Arizona Mining Inc. from January 2016 until it was purchased by South32 Limited in August 2018. He was senior advisor to the Chair of the Board of Barrick Gold Corporation from August to December 2015, Co-President from July 2014 to August 2015 and Executive Vice-President and COO from January to July 2014. He served as Managing Director of the Debswana Diamond Company in Botswana from 2011 to 2014. He has extensive experience as a senior executive in the mining industry, including holding executive positions at DeBeers SA, DeBeers Canada Inc., and PT Inco in Indonesia, and with Placer Dome Ltd. Mr. Gowans is the past Chair of the Mining Association of Canada.

Mr. Gowans also has experience in Alaska, having worked for Cominco Limited where he oversaw the completion of a feasibility study and the subsequent design and construction of the Red Dog Mine. Mr. Gowans then operated the Red Dog Mine for three years following its commissioning.

Mr. Gowans received a Bachelor of Applied Science degree in Mineral Engineering from the University of British Columbia and attended the Banff School of Advanced Management. He has extensive mining knowledge and perspective on the importance of corporate social responsibility and brings human resources experience as a former Vice-President, Human Resources at Placer Dome.

In addition to the public company board listed below, Mr. Gowans has been a director of the private company, Gedex Technologies Inc. from 2015 until late 2017.

Principal Occupation During Past Five Years: Interim President and Chief Executive Officer of the Company (September 2019 – Present); Independent director of various companies (August 2018 – present); President, CEO and a director of Arizona Mining Inc. (January 2016 – August 2018).

The Board has determined that Mr. Gowans should serve as a director due to his experience as a director and senior officer for various mining companies, his experience in mine operations and project development and his Alaskan-based project experience.

Areas of experience include: senior officer and board experience, mining industry, project and operations management, project design, Alaskan-based project experience, environment and safety.

Directorships Held During Past Five Years

Current: Cameco Corp., New Gold Inc., Marathon Gold Corporation

Non-current: Titan Mining Corp., Arizona Mining Inc., Dominion Diamond Corporation, Detour Gold, Paycore Minerals Inc.

Overall
Attendance
100%

Securities Held

Board / Committee Membership

Regular Meeting

Common Shares
#

Stock Options
#

DSUs
#

Board

8/8

134,046

1,367,500

270,793

Compensation

7/7

EHST

3/3

Ambler Metals

11/11

- 11 -

William (Bill) Hayden

Mr. Hayden is a self-employed geologist with over 39 years of experience in the mineral exploration industry, much of which has been in Africa, South America and the Asia-Pacific region. Bill was the co-founder and President of Ivanhoe Nickel and Platinum Ltd. (now Ivanhoe Mines Ltd), a Canadian company which assembled extensive mineral holdings in South Africa and the Democratic Republic of Congo. Since 1983, Bill has worked in a management capacity with several exploration and mining companies both in Australia and overseas. Bill was the President of Ivanhoe Philippines and GoviEx Uranium Inc., and a former director of Sunward Resources Ltd.

Principal Occupation During Past Five Years: Self-employed geologist (2011 – Present).

The Board has determined that Mr. Hayden should serve as a director due to his knowledge of the mining industry and public capital markets.

Areas of experience include: senior officer, mining industry, international project, and public capital markets.

Directorships Held During Past Five Years

Current: Ivanhoe Mines Ltd., Nevada King Gold Corp.

Non-current: Globe Metals & Mining Ltd., Sunward Resources Ltd., Noble Metals Ltd., Asia Pacific Mining Limited, Palisades Gold Corp.

Overall

Attendance

100%

Securities Held

Board / Committee Membership

Regular Meeting

Common Shares
#

Stock Options
#

DSUs
#

Board

8/8

222,159

360,000

269,634

Compensation

7/7

EHST

3/3

- 12 -

William Iggiagruk Hensley

Mr. Hensley was the Distinguished Visiting Professor in the Department of Business and Public Policy at the University of Alaska in Anchorage. He retired from Alyeska Pipeline Service Company where he served as Manager of Federal Government Relations in Washington, DC. Prior to his employment with Alyeska, Mr. Hensley was appointed Commissioner of Commerce and Economic Development, where he was responsible for Alaska's involvement in tourism and seafood marketing, international trade, insurance, banking and securities as well as occupational licensing. He also served on the Oil and Gas Policy Council, the Board of directors of the Alaska Permanent Fund Corporation, the Alaska Railroad and the Alaska Industrial Development Authority. Mr. Hensley was a founder of NANA Regional Corporation, served as a director for 20 years and concluded his career there as President. While at NANA, he directed its involvement in the oilfield services area, most specifically in the environmental services and drilling ventures. He was also active in the development of the world's largest lead and zinc mine, Red Dog. He was a founder of Maniilaq, the regional non-profit representing the tribes in the Kotzebue region, and was involved in the formation of the Alaska Federation of Natives and served as executive director, President and Co-Chairman.

Principal Occupation During Past Five Years: Distinguished Visiting Professor in the Department of Business and Public Policy at the University of Alaska in Anchorage (2012 – 2022).

The Board has determined that Mr. Hensley should serve as a director due to his knowledge of public policy and strategy and leadership.

Areas of experience include: public policy, strategy and leadership, metals and mining, operations and development and accounting.

Diverse on the basis of ethnicity.

Directorships Held During Past Five Years

Current: Chair, Board of Trustees, First Alaskans Institute, Vice Chair, Board of Trustees, Aqqaluk Trust

Non-current: Charter College Board of Trustees, Advisory Board Member, Pebble Partnership

Overall

Attendance

100%

Securities Held

Board / Committee Membership

Regular Meeting

Common Shares
#

Stock Options
#

DSUs
#

Board

8/8

43,638

360,000

278,155

Compensation

7/7

EHST

3/3

Corporate Governance & Nominating

6/6

- 13 -

Gregory Lang

Mr. Lang is President and Chief Executive Officer of NOVAGOLD Resources Inc., a gold mining company. Mr. Lang has over 35 years of diverse experience in mine operations, project development and evaluations, including experience as President of Barrick Gold of North America, a wholly-owned subsidiary of Barrick Gold Corporation. Mr. Lang has held operating and project development positions over his 10-year tenure with Barrick Gold Corporation and, prior to that, with Homestake Mining Company and International Corona Corporation, both of which are now part of Barrick Gold Corporation. He holds a Bachelor of Science in Mining Engineering from University of Missouri-Rolla and is a Graduate of the Stanford University Executive Program.

Principal Occupation During Past Five Years: President and Chief Executive Officer of NOVAGOLD Resources Inc. (January 2012 –present).

The Board has determined that Mr. Lang should serve as a director due to his knowledge of mine building and operations.

Areas of experience include: senior officer, mine engineering, construction, safety and operations.

Directorships Held During Past Five Years

Current: NOVAGOLD Resources Inc.

Non-current: None

Overall
Attendance
100%

Securities Held

Common Shares

Stock Options

DSUs

Board / Committee Membership

Regular Meeting

Board

8/8

314,181

350,000

380,504

EHST

3/3

Audit

5/5

- 14 -

Kalidas Madhavpeddi

Mr. Madhavpeddi, a director of the Company, has 40 years of international experience in corporate strategy, mergers and acquisitions, government relations, marketing, mining engineering and capital. He is currently the President of Azteca Consulting LLC, an advisory firm to the metals and mining sector. From 2010 to 2018 he was CEO of China Molybdenum International, a privately held company and global producer of copper, gold, cobalt, phosphates, niobium and molybdenum. His extensive career in the mining industry includes over 25 years at Phelps Dodge Corporation (“Phelps Dodge”), a Fortune 500 company, starting as a Systems Engineer and ultimately becoming Senior Vice President for Phelps Dodge, and contemporaneously the President of Phelps Dodge Wire and Cable. Mr. Madhavpeddi is an alumnus of the Indian Institute of Technology, Madras, India; the University of Iowa and Harvard Business School.

Principal Occupation During Past Five Years: President of Azteca Consulting LLC (2006 – present) and Chief Executive Officer of CMOC International (2008- 2018)

Mr. Madhavpeddi will not be standing for re-election to the Board.

Areas of experience include: corporate strategy, mergers and acquisitions, mining operations and capital, marketing and sales.

Diverse on the basis of ethnicity.

Directorships Held During Past Five Years

Current: Dundee Precious Metals, Glencore Plc, NOVAGOLD Resources Inc.

Non-current: Namibia Rare Earths Inc., Capstone Mining Corp.

Overall
Attendance
100%

Securities Held

Board / Committee Membership

Regular Meeting

Common Shares
#

Stock Options
#

DSUs
#

Board

8/8

428,865

350,000

393,294

Audit

5/5

Corporate Governance & Nominating

6/6

- 15 -

Janice Stairs, LLB, MBA

Ms. Stairs has over 30 years of experience working with companies involved in the resource sector including general counsel and other executive positions held with Namibia Critical Metals Inc., Endeavour Mining Corporation and Etruscan Resources Inc. Prior to 2004, Ms. Stairs was a partner with the law firm of McInnes Cooper (formerly Patterson Palmer) located in Halifax, Nova Scotia, and she continues to act as counsel to the firm. Ms. Stairs practiced law in private practice for 19 years specializing in corporate finance, securities and resource-related issues for private and public companies. Ms. Stairs graduated from Dalhousie Law School and holds a Masters of Business Administration degree from Queen's University.

Principal Occupation During Past Five Years: General Counsel to Namibia Critical Metals Inc. (2011-2019). Director of various public companies (2020-present).

The Board has determined that Ms. Stairs should serve as a director due to her experience in securities compliance and public listing requirements and knowledge of legal and corporate governance.

Areas of experience include: legal aspects of corporate finance, securities and resource-related issues for private and public companies.

Diverse on the basis of gender.

Directorships Held During Past Five Years

Current: Marathon Gold Corporation, Gatos Silver, Inc.

Non-current: Namibia Critical Metals Inc., Gabriel Resources Ltd,

Overall Attendance
100%

Securities Held

Board / Committee Membership

Regular Meeting

Common Shares

Stock Options
#

DSUs
#

Board

8/8

358,771

350,000

385,242

- 16 -

Diana Walters

Ms. Walters has more than 35 years of experience in the natural resources sector, as a private equity investor, investment banker, CFO, board member and in other roles within the sector. Ms. Walters serves as a Senior Advisor to Independence Point Advisors, LLC a company that provides financial and strategic advisory services to company boards and senior management.. She served as the President of Liberty Metals & Mining Holdings, LLC, and as a member of senior management of Liberty Mutual Asset Management from January 2010 to September 2014. She was a Managing Partner of Eland Capital, LLC, a natural resources advisory firm founded by her, from 2007 to 2010. Ms. Walters has extensive investment experience with both debt and equity through various leadership roles at Credit Suisse, HSBC and other firms. She also served previously as Chief Financial Officer of Tatham Offshore Inc., an independent oil and gas company with assets in the Gulf of Mexico. Ms. Walters graduated with Honors from the University of Texas at Austin with a B.A. in Plan II Liberal Arts and an M.A. in Energy and Mineral Resources.

Principal Occupation During Past Five Years: Senior Advisor to Independence Point Advisors, LLC (commenced in 2022), Manager and Founder of Amichel LLC (2019 to present) and Manager and Founder of 575 Grant LLC (2014 – 2019).

The Board has determined that Ms. Walters should serve as a director due to her knowledge and experience of corporate finance and the mining sector.

Areas of experience include: finance, accounting, mergers and acquisitions, compensation, corporate governance, ESG, corporate diversity and the mining industry.

Diverse on the basis of gender.

Directorships Held During Past Five Years

Current: Platinum Group Metals Ltd., Atmos Energy Corporation

Non-current: Alta Mesa Resources, Inc.

Overall

Attendance
100%

Securities Held

Board / Committee Membership

Regular Meeting

Common Shares

Stock Options

DSUs

Board

8/8

51,302

350,000

303,776

Audit

5/5

Corporate Governance and Nominating

6/6

- 17 -

Elaine Sanders, CPA, CA, CPA (Illinois)

Ms. Sanders is the Chief Financial Officer and Corporate Secretary of the Company and was Vice President, Chief Financial Officer and Corporate Secretary of NOVAGOLD previously. She brings over 25 years of experience in audit, finance and accounting with public and private companies. She has been involved with numerous financings and acquisitions, and has listed companies on both the TSX and NYSE American. Ms. Sanders is responsible for all aspects of financial reporting, compliance and corporate governance of the Company. She holds a Bachelor of Commerce degree from the University of Alberta, and is a Chartered Professional Accountant and a Certified Public Accountant.

Principal Occupation During Past Five Years: Chief Financial Officer and Corporate Secretary of the Company (2012–present)

Areas of experience include: finance, securities compliance, senior officer and corporate governance.

Diverse on the basis of gender and ethnicity.

Directorships Held During Past Five Years

Current: none

Non-current: Alexco Resource Corp.

Overall Attendance

N/A

Securities Held

Board / Committee Membership

Regular Meeting

Common Shares

Stock Options

RSUs

N/A

2,116,149

1,875,000

364,202

Meetings of the Board and Board Member Attendance at Annual Meeting

Since December 1, 2021, the beginning of the Company’s most recently completed financial year, the Board held eight meetings. All of the incumbent directors attended 100% of the aggregate total number of Board meetings and meetings of the committees on which he or she serves. Certain directors have also attended meetings of the committees where they are not a member and attended as guests.

Board members are not required to attend the annual Meeting.

Cease Trade Order, Bankruptcy, Penalties and Sanctions

No proposed director of the Company is, as of the date hereof or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a)

was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(b)

was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

- 18 -

Except as disclosed below, no proposed director of the Company:

(a)

is, as of the date hereof or was within 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b)

has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

James Gowans was a director of Gedex Systems Inc. (“Gedex”), a company based in Mississauga, Ontario. On August 9, 2019, Gedex filed a notice of application in the Ontario Superior Court of Justice (the “Court”) under the Companies’ Creditors Arrangement Act (the “CCAA”) requesting an order approving a sale and investor solicitation process (“SISP”) in respect of the property, assets and undertakings of Gedex. The notice of application also sought an order appointing Zeifman Partners Inc. (“Zeifman”) as monitor in the proceedings (in such capacity, the “Monitor”). On August 12, 2019, the Court made an order authorizing and approving, among other things, the commencement of the SISP and a stay of proceedings until September 11, 2019. On the same date, the Court made an additional order granting Gedex protection from its creditors pursuant to the CCAA and appointing Zeifman as the Monitor of Gedex. On August 28, 2019, the first report of the Monitor was issued and, on September 3, 2019, the Court issued a further order granting, among other things, an extension of the stay period until December 10, 2019. On December 5, 2019, the Court certified that all matters to be attended to in connection with these CCAA proceedings have been completed and Zeifman filed its discharge notice on December 23, 2019, terminating the CCAA proceedings.

Diana Walters was a director of Alta Mesa Resources, Inc. ("Alta") and certain of its subsidiaries. On September 11, 2019, Alta, Alta Mesa Holdings, LP and certain of Alta's subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11") in the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On January 12, 2020, additional subsidiaries of Alta filed voluntary petitions for reorganization under Chapter 11 in the Bankruptcy Court. The Bankruptcy Court held a hearing to consider the reorganization on May 27, 2020 and the reorganization was consummated on June 8, 2020.

William Hensley was a director of Andover Mining Corp. ("Andover") from 2011 to 2015. On August 22, 2013, Andover filed a Notice of Intention to make a proposal with the Office of the Superintendent of Bankruptcy (Canada) in accordance with the Bankruptcy and Insolvency Act (Canada). After a number of extensions granted by the Supreme Court of British Columbia, Andover filed a proposal with its creditors on January 22, 2014 (the “Proposal”) and Abakhan & Associates Inc. (“AAI”) was named as trustee in the Proposal. On February 12, 2014, the Proposal failed due to not receiving the requisite creditor approval. As a result, Andover was deemed bankrupt and Grant Thornton Limited (“Grant Thornton”) was concurrently substituted for AAI as trustee in the bankruptcy. On March 16, 2015 Grant Thornton completed the sale of Andover’s material assets.

Janice Stairs is a director of Gatos Silver, Inc. (“Gatos”). On March 18, 2022 Gatos announced the delay in the filing of its annual report on Form 10-K for the year ended December 31, 2021 and the CEO and CFO certificates relating to the annual filings beyond the prescribed deadline. On May 13, 2022, August 5, 2022 and November 11, 2022, Gatos announced the delay in the filing of its interim financial filings on Form 10-Q and the CEO and CFO certificates relating to the quarterly filings beyond the prescribed deadline, for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 respectively. Gatos applied to the applicable Canadian securities regulatory authorities for a management cease trade order which was granted on April 1, 2022, and subsequently further management cease trade orders were granted on April 12, 2022 and July 7, 2022.

No proposed director of the Company has been subject to:

(a)

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

- 19 -

(b)

any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Family and Certain Other Relationships

There are no family relationships among the members of the Board or the members of senior management of our Company. There are no arrangements or understandings with major Shareholders, customers, suppliers or others, pursuant to which any member of the Board or member of senior management was selected or any proposed director to be elected.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Except as described in this Circular, no (i) person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, (ii) proposed nominee for director, or (iii) associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Independence of Directors

The Board has determined that the following directors qualify as independent, including any additional committee independence requirements, under the applicable standards of the NYSE American, SEC rules and National Instrument 52-110 – Audit Committees: Messrs. Gowans, Hayden, Hensley, Lang, Madhavpeddi, and Mmes. Stairs and Walters. Tony Giardini does not presently qualify as independent as he is currently the President and Chief Executive Officer of the Company.

- 20 -

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes and explains the significant elements of the Company’s executive compensation program for the 2022 fiscal year to attract and incentivize the Company’s Named Executive Officers (or “NEOs”).

The Company’s current NEOs are:

Mr. Tony Giardini, President and CEO; and

Ms. Elaine Sanders, Vice President and CFO.

Objectives of Compensation Program

The objectives of the Company’s compensation program are to attract, retain and incentivize highly qualified executive officers with the talent and experience necessary for the success of the Company. The Company’s 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.

The Compensation Committee evaluates each executive officer position to establish and enumerate skill requirements and levels of responsibility. The Compensation Committee, after referring to market information recommends compensation for the executive officers. The Compensation Committee had routinely engaged an outside compensation advisor, Roger Gurr & Associates (the “Compensation Consultant”), to review the market information and complete an analysis on an annual basis until the fiscal year ended November 30, 2022 in efforts to conserve cash. The main elements of the engagement include reviewing the peer comparator group of mining companies, reviewing and confirming the compensation strategy and reviewing compensation data of the peer comparators. Similar to prior years, the CEO made a recommendation to the Compensation Committee regarding base salary increases, annual incentives and long-term incentives for executive officers other than the CEO. These recommendations are based on the individual’s salary in relation to guidepost, their actual individual and company performance and market conditions. Management utilized compensation surveys prepared for the mining sector to assist with their recommendations. The Compensation Committee held an in-camera meeting to review these recommendations and then puts forward their recommendation to the Board for approval. Executive Compensation Policies and Programs

In establishing compensation objectives for executive officers, the Compensation Committee seeks to accomplish the following goals:

·	incentivize executives to achieve important corporate and personal performance objectives and reward them when such objectives are met;

·	recruit and subsequently retain highly qualified executive officers by offering overall compensation that is competitive with that offered for comparable positions at Peer Group (as defined below) companies; and

·	align the interests of executive officers with the long-term interests of Shareholders through participation in the Company’s stock-based compensation plans.

Currently, the Company’s executive compensation package consists of the following principal components: base salary, annual incentive bonus, various health plan benefits, registered retirement savings plan (“RRSP”) matching for Canadian NEOs, and long-term incentives in the form of stock options and restricted share units.

- 21 -

The following table summarizes the different elements of the Company’s total compensation package.

COMPENSATION ELEMENT	OBJECTIVE	KEY FEATURE
Base Salary	Provide a fixed level of cash compensation for performing day- to-day responsibilities.	Actual increases are based on individual performance or market conditions.
Annual Incentive Plan	Reward for short-term performance against corporate, and individual goals.	Actual payout depends on performance against corporate and individual goals. Minimum Company performance needs to be met before a payout occurs.
Stock Options	Align management interests with those of Shareholders, encourage retention and reward long-term Company performance.	Stock option grants generally vest over 2 years, with one-third vesting on the date of grant and one-third on each of the first and second anniversaries of the date of grant. Stock option grants generally have a 5-year life.
Restricted Share Units	Align management interests with those of Shareholders, encourage retention and reward long-term Company performance.	RSU grants generally vest over a period of 2 years with one-third of the RSUs vesting on the date of grant and one-third on each of the first and second anniversaries of the date of grant.
Retirement Plans: RRSP (Canadian employees)	Provide retirement savings.	RRSP – Company matches 100% of the employee’s contribution up to 5% of base salary.
Health Plan Benefits	Provide security to employees and their dependents pertaining to health and welfare risks.	Coverage includes medical and dental benefits, short- and long-term disability insurance, life insurance and employee assistance plan.

Annual Compensation Decision-Making Process

Each year, the executive team establishes goals and initiatives for the upcoming year that include key priorities. The CEO presents these goals and initiatives to the Board for approval. Similarly, the CEO and the Chair of the Compensation Committee work together to establish goals for the CEO for the upcoming fiscal year and the CEO follows a process similar to the other NEOs.

Performance relative to these goals is reviewed at year-end and performance ratings are determined for the Company by the Board, for the CEO by the Compensation Committee and for each of the other NEOs by the CEO. These performance ratings are used in making decisions and calculations related to base salary increases, annual incentive payouts and stock-based grants.

The Board can exercise discretion in determining the appropriate performance rating for the Company and executive officers based on their evaluation of performance against goals set at the beginning of the year.

The Compensation Committee makes a recommendation to the Board regarding the CEO’s base salary, annual incentive payout and stock-based grant. The Compensation Committee also reviews the performance and compensation recommendations for the NEOs by the CEO and makes the final determination regarding the same. In 2022, the Compensation Committee reviewed the performance of both the CEO and CFO and made a recommendation to the Board taking in consideration market conditions.

Advisory Vote on Executive Compensation

The Company previously conducted an advisory vote on executive compensation, commonly referred to as a “Say on Pay” proposal in 2022. Of the votes cast, approximately 87% of the Shareholders voted in favour of a non-binding resolution approving the compensation of the Company’s NEOs. The Compensation Committee took this vote result into account when reviewing compensation for our executive officers. The Shareholders voted in 2022 on the frequency of Shareholder approval of the compensation of the Company’s NEOs. Of the votes cast, approximately 81% of the Shareholders voted for the Company to conduct the “Say on Pay” proposal every year.

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The Company is asking you pursuant to this Circular to consider and, if deemed advisable, pass a non-binding resolution to approve or not approve, on an advisory basis, the compensation of the Company’s NEOs. The Company recommends voting FOR the advisory vote on executive compensation at the Meeting. See the “Matters to be Acted Upon at the Meeting – Non-Binding Advisory Vote on Executive Compensation”.

Risk Assessment of Compensation Policies and Practices

Annually, the Compensation Committee conducts a risk assessment of the Company’s compensation policies and practices as they apply to all employees, including all executive officers. The design features and performance metrics of the Company’s cash and stock-based incentive programs along with the approval mechanisms associated with each were evaluated to determine whether any of these policies and practices would create risks that are reasonably likely to have a material adverse effect on the Company.

As part of the review, the following characteristics of the Company’s compensation policies and practices were noted as being characteristics that the Company believes reduce the likelihood of risk-taking by the Company’s employees, including the Company’s officers and non-officers:

The Company’s compensation mix is balanced among fixed components such as salary and benefits, annual incentive payments and long-term incentives, including RSUs and stock options.

The Compensation Committee, under its charter (which is available on the Company’s website at www.trilogymetals.com), has the authority to retain any advisor it deems necessary to fulfill its obligations and has engaged the Compensation Consultant. The Compensation Consultant assists the Compensation Committee in reviewing executive compensation and provides advice to the Compensation Committee on an as needed basis.

The annual incentive program for the executive management team, which includes each of the NEOs, is approved by the Board. Individual payouts are based on a combination of financial metrics as well as qualitative and discretionary factors.

Stock-based awards are all recommended by the Compensation Committee and approved by the Board.

The Board approves the compensation for the President and CEO based upon a recommendation by the Compensation Committee comprised of all independent directors.

A “Say on Pay” proposal is put before the Shareholders every year.

The nature of the business in which the Company operates requires some level of risk taking to achieve reserves and development of mining operations in the best interest of all stakeholders. Consequently, the executive compensation policies and practices have been designed to encourage actions and behaviours directed towards increasing long term value while modifying and limiting incentives that promote excessive risk taking.

Based on this assessment, it was concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

NEOs and directors are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Peer Group

The Company retains the Compensation Consultant to assist the Compensation Committee in determining compensation levels for each of the three main components for the Company’s directors and NEOs. The Compensation Consultant’s work encompasses a review of the Company’s executive compensation philosophies against a comparable peer group of mining companies using the publicly available filings of peer companies.

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A compensation comparator group of mining companies has been developed using the following ideal criteria:

head office in North America;

exploration/development phase;

market cap between $50 - $250 million;

projects focused in North America (or low risk jurisdictions);

common shares listed on US and/or Canadian stock exchange; and

stand-alone company with full-time executives in leadership roles.

The Company considers the above selection criteria to be relevant because the criteria reflect the types of companies and the market in which the Company primarily competes for talent.

Based upon considerations of company size, stage of development and operating jurisdictions, the following peer comparators were selected.

Excelsior Mining Corp.	Sabina Gold & Silver Corp.
Nevada Copper Corp.	Seabridge Gold Inc.
Osisko Mining Inc.	Victoria Gold Corp.
Perpetua Resources Corp.	Wesdome Gold Mines Ltd.
Polymet Mining, Inc.

(collectively, the “Peer Group”)

Compensation Elements

After compiling information based on salaries, bonuses and other types of cash and equity-based compensation programs obtained from the public disclosure records of the Peer Group, the Compensation Consultant reported its findings to the Compensation Committee. The Compensation Consultant made recommendations to the Compensation Committee regarding compensation targets for NEOs. No changes were made to the compensation targets for the NEOs during the 2022 fiscal year.

Base Salary

Salaries for executive officers are determined by evaluating the responsibilities inherent in the position held and the individual’s experience and past performance, as well as by reference to the competitive marketplace for management talent at other Peer Group companies. The Compensation Committee refers to market information publicly available and information provided by the Compensation Consultant.

The Compensation Consultant matched the executive officers to those individuals performing similar functions at the Peer Group companies. Each of the CEO’s and CFO’s base salary is targeted between the median and top quartile of the Peer Group. The Company targets base salaries above the median to assist in attracting and retaining the key people that the Company needs to be successful.

Individual performance is evaluated based on goals and initiatives set at the beginning of the year. Management determines a salary increase budget for each year based on market data from consulting companies and considering the Company’s financial resources. Using this budget and taking into account individual performance and the individual’s position in his or her salary band, management may recommend an increase for one or all NEOs. The Compensation Committee makes a recommendation for any base salary increase, also taking into account the budget set and individual performance.

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Base Salary for 2023

As a result of the compensation review conducted in 2022, the Compensation Committee recommended, and the Board approved base salary increases of 4% for 2023 for the NEOs of the Company due mainly to market conditions associated with general inflation.

Name

Title

2023 Base Salary

2022 Base Salary

% Change

Tony Giardini

President & CEO

520,000

500,000

Elaine Sanders

VP & CFO

344,760

331,500

Annual Incentive Plan

At the end of each fiscal year, the Compensation Committee reviews actual performance against the objectives set by the Company and the NEOs for such fiscal year. The assessment of whether the Company’s objectives for the year have been met includes, but is not limited to, considering the quality and measured progress of the Company’s exploration projects, raising of capital, strategic opportunities, corporate alliances and similar achievements.

A minimum corporate performance needs to be met prior to any payout.

Annual Incentive Payout for Fiscal 2022

Discretionary bonuses were paid out to the Company’s NEOs in 2022. The Compensation Committee considered corporate performance and the contributions of the Company’s NEOs along with corporate cash preservation considerations and determined a bonus paid out in equity would be awarded for the successful completion of the 2022 corporate goals.

The following table outlines the results of the annual incentive calculation for 2022.

name	2022 Annual Incentive payout– RSU Number		2022 Annual Incentive payout – RSU Value
Tony Giardini⁽¹⁾		564,100	C$	440,000
Elaine Sanders⁽²⁾		266,255	C$	207,680

(1)	2022 Annual Incentive Payout consisted of the issuance of 564,100 RSUs that vested immediately on the grant date of December 8, 2022. RSU Value based on the stock price of C$0.78 per share.

(2)	2022 Annual Incentive Payout consisted of the issuance of 266,255 RSUs that vested immediately on the grant date of December 8, 2022. RSU Value based on the stock price of C$0.78 per share.

Stock-Based Incentive Plans

Stock-based grants are generally awarded to executive officers at the commencement of their employment and periodically thereafter. For annual grants, stock options and/or RSUs are granted based on a review of prior year grants and peer group grants and executive and company performance. The purpose of granting stock options and/or RSUs is to assist the Company in compensating, attracting, retaining and motivating directors, officers, employees and consultants of the Company and to closely align the personal interests of such persons to that of the Shareholders. These equity vehicles were chosen because the Company believes that these vehicles best incentivize the team to focus their efforts on increasing shareholder value.

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Stock-Based Grants in Fiscal 2022

On December 9, 2021, the Board also approved an annual grant for the Company’s NEOs for fiscal 2022 of a total of 675,000 stock options at an exercise price of C$2.21 and were fair valued at C$0.90 per option, and 277,900 RSUs valued at C$2.21 per share. The stock options and RSUs vest equally in thirds on the grant date, the first anniversary of the grant date, and the second anniversary of the grant date. This grant of stock options and RSUs to the NEOs in 2022 represents approximately 0.6% of the total Common Shares currently issued and outstanding as of March 1, 2023.

The following table outlines details of the fiscal 2022 stock option grants.

Name	Grant Date	Stock Option Grant #/Value			RSU Grant #/Value
Tony Giardini	December 9, 2021		450,000	/C$405,000		185,300	/C$409,513
Elaine Sanders	December 9, 2021		225,000	/C$202,500		92,600	/C$204,646

Retirement Plans

The purpose of the Company’s retirement plans is to assist eligible employees with accumulating capital toward their retirement. The Company has an RRSP plan for Canadian employees whereby employees are able to contribute up to 5% of their base salary and receive a 100% Company match up to the annual RRSP contribution limit as established by the Government of Canada.

Benefits

The Company’s benefit programs provide employees with health and wellness benefits. The programs consist of health and dental benefits, life insurance, disability insurance, accidental death and dismemberment insurance, and an employee assistance plan.

Compensation Governance

The Compensation Committee is a standing committee of the Board and is appointed by and reports to the Board, with a mandate to assist the Board in fulfilling its oversight responsibilities related to:

ensuring that the Company has in place programs to attract and develop management of the highest caliber and a process to provide for the orderly succession of senior executives including the annual receipt of the CEO’s current recommendation;

developing and maintaining a position description for the CEO and assessing the performance of the CEO against the CEO’s position description, goals and objectives;

reviewing and recommending for approval by the Board, the annual salary, bonus and other benefits, direct and indirect, including corporate goals and objectives, of the CEO;

reviewing and recommending to the Board the frequency with which the Company will conduct a Shareholder advisory vote on executive compensation and to review the results of any votes on executive compensation and consider recommendations and changes to the Company’s compensation policies;

making recommendations to the Board on compensation policies and guidelines for the Company and overseeing the implementation and administration of compensation policies and programs concerning executive compensation, contracts, stock plans or other incentive plans and proposed personnel changes involving officers reporting to the CEO;

approving compensation, incentive plans and equity-based plans for all other key employees; and

reviewing the adequacy and form of the compensation of directors.

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The Compensation Committee may delegate its authority and duties to subcommittees or individual members of the Compensation Committee as it considers appropriate.

The Terms of Reference of the Compensation Committee are available at www.trilogymetals.com. More information regarding the responsibilities and operations of the Compensation Committee and the process by which compensation is determined is discussed elsewhere in this “Statement on Executive Compensation” and below under the heading “Directors’ Compensation”.

For the year ended November 30, 2022, the Compensation Committee consisted of three independent directors: Mr. Gowans, Mr. Hayden, and Mr. Hensley. Mr. Gowans is the Chair of the Compensation Committee. All of the members of the Compensation Committee are currently non-executive directors of the Company and satisfy the applicable independence standards of the NYSE American. The Compensation Committee met 6 times in the year ended November 30, 2022.

Mr. Gowans has experience in working with compensation consultants to assist with director and executive compensation in his various roles throughout the years and was directly involved with all aspects of compensation as Vice President, Human Resources for Placer Dome Inc.

Compensation Committee’s Relationship with its Independent Compensation Consultant

The Compensation Committee had in the past engaged a Compensation Consultant to provide specific support to the Compensation Committee in determining compensation for the Company’s officers and directors, including during the most recently completed fiscal year. Such analysis and advice from the Compensation Consultant includes, but is not limited to, executive compensation policy (for example, the choice of companies to include in the Peer Group and compensation philosophy), total compensation benchmarking for the NEOs, and incentive plan design. In addition, this support in the past has consisted of (i) the provision of general market observations throughout the year with respect to market trends and issues; (ii) the provision of benchmark market data; and (iii) attendance at a Compensation Committee meeting to review market trends and issues and market analysis findings.

In 2022, the Company did not use a Compensation Consultant to preserve cash and therefore there were no fees paid to the Compensation Consultant for the services provided during the fiscal year.

Employment Agreements

The Company has entered into employment agreements with each of the NEOs to address many issues important in the employer-employee relationship including:

term of employment;

amount of compensation and benefits such as vacation or health plan;

the duties, tasks and responsibilities expected of the employee;

termination provisions including in the event of a change of control;

confidentiality of information to prevent employees from disclosing to others any confidential information after employment ends;

non-solicitation restrictions to prevent the employee from attempting to solicit other employees; and

any other issues specific to the employment situation.

Tony Giardini

Mr. Giardini was employed by the Company as President and CEO pursuant to an employment contract with the Company effective June 1, 2020. Pursuant to the terms of his employment contract, Mr. Giardini is entitled to an annual salary of C$500,000 commencing October 1, 2020. For the period of June 1, 2020 to September 30, 2020, in lieu of salary, Mr. Giardini was granted 170,000 options with an exercise price of C$2.62 to purchase Common Shares vesting on September 30, 2020. Mr. Giardini’s salary will be reviewed annually by the Compensation Committee in consultation with Mr. Giardini and may be adjusted based on his performance and the performance of the Company, provided, however, that in no event would the salary be less than the salary payable in the previous fiscal year. Pursuant to the terms of his employment contract and in recognition of his appointment, Mr. Giardini received 1,600,000 options with an exercise price of C$2.62 to purchase Common Shares on June 1, 2020 with the options vesting equally in thirds on the grant date, the first anniversary of the grant date, and the second anniversary of the grant date. All stock options are subject to, and will be made in accordance with, the guidelines of the Toronto Stock Exchange and the Equity Incentive Plan. For the fiscal year ended November 30, 2022, Mr. Giardini was entitled to an annual salary of C$500,000.

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Mr. Giardini’s employment contract also provided for reimbursement of expenses, directors’ and officers’ liability insurance appropriate to the nature of his responsibilities under the employment contract, vacation days subject to advance approval of the Board, and group life, long-term disability, extended medical and dental insurance coverage.

Elaine Sanders

Pursuant to an employment contract with the Company effective November 13, 2012, Ms. Sanders is employed by the Company as Vice President and CFO. For the fiscal year ended November 30, 2022, Ms. Sanders was entitled to an annual salary of C$331,500.

Termination of Employment or Change of Control

The following termination clauses are in effect under Mr. Giardini’s and Ms. Sanders’ employment contracts.

Tony Giardini

In the event of a change of control, the Company shall continue to employ Mr. Giardini and Mr. Giardini shall continue to serve the Company in the same capacity and shall have the same authority, responsibilities and status that he had immediately prior to the change of control, subject to the Company’s right to terminate the Mr. Giardini’s employment upon payment of severance.

Notwithstanding the foregoing, if within the 12 month period immediately following a change of control, Mr. Giardini advises the Company in writing within 90 days of the date Mr. Giardini becomes aware of certain changes to the terms of employment after a change of control (and the Company has not cured the condition within 30 days from receipt of such notice), Mr. Giardini’s employment with the Company will be deemed to be terminated. Deemed termination upon a change of control has occurred if (i) there is a material change (other than a promotion) in Mr. Giardini’s position, duties, responsibilities, title or office in effect immediately prior to any change of control; (ii) a material reduction in the Mr. Giardini’s base salary in effect immediately prior to any change of control; or (iii) any material breach by the Company of any material provision of the employment agreement.

If Mr. Giardini’s employment with the Company is deemed to be terminated, the Company is required to pay Mr. Giardini a lump sum payment equal to eighteen months of Mr. Giardini’s annual base salary plus 1.5 times Mr. Giardini’s annual incentive earned in the previous fiscal year pursuant to the Company’s annual incentive program (the “Giardini Severance Payment”).

A change of control means any of the following:

at least 50% in fair market value of all the assets of the Company are sold;

a direct or indirect acquisition by a person or group of persons of the voting shares of the Company constitutes 40% or more of the outstanding voting shares of the Company;

a majority of the then-incumbent Board of Directors’ nominees for election to the Board of the Company are not elected at any annual or special meeting of the Shareholders; or

the Company is merged, consolidated or reorganized into or with another entity and as a result of such business combination, more than 40% of the voting shares of such body immediately after such transaction are beneficially held in aggregate by a person or corporate body that beneficially held less than 40% of the voting shares of the Company immediately prior to such transaction.

- 28 -

If the employment contract is terminated by Mr. Giardini upon a material breach by the Company, or terminated by the Company for reasons other than just cause, death, or extended inability to perform Mr. Giardini’s duties under the employment agreement, the Company is obliged to pay to Mr. Giardini the Giardini Severance Payment. An estimate of the Giardini Severance Payment based on current salary and prior year’s earned annual incentive is C$1,440,000.

The Company is also required to maintain group insurance benefits for Mr. Giardini for a period of 12 months after termination in the circumstances described above or pay to the executive an amount equal to the present value of the Company’s cost of providing such benefits.

If the employment agreement is terminated as a result of Mr. Giardini’s death or permanent or extended inability to perform Mr. Giardini ‘s duties under the employment agreement, the Company is obligated to pay an amount equal to all accrued and unpaid salary as of the date of termination and a lump sum payment equal to the Mr. Giardini’s annual salary at the time of termination.

Other than as set out above, there are no other termination clauses or change of control benefits in the employment agreements, or any other contract, agreement, plan or arrangement entered into with Mr. Giardini.

Mr. Giardini’s contract continues indefinitely, unless and until terminated in accordance with the terms of his employment agreement.

Elaine Sanders

In the event of a change of control of the Company, the Company shall continue to employ Ms. Sanders and Ms. Sanders shall continue to serve the Company in the same capacity and shall have the same authority, responsibilities and status that she had immediately prior to the change of control, subject to the Company’s right to terminate the Ms. Sanders’ employment upon payment of severance.

Notwithstanding the foregoing, if within the 12-month period immediately following a change in control, Ms. Sanders advises the Company in writing within 90 days of the date Ms. Sanders becomes aware of certain changes to the terms of employment after a change of control (and the Company has not cured the condition within 30 days from receipt of such notice), Ms. Sanders’ employment with the Company will be deemed to be terminated. Deemed termination upon a change of control has occurred if (i) there is a material change (other than a promotion) in Ms. Sanders’ position, duties, responsibilities, title or office in effect immediately prior to any change of control; (ii) a material reduction in the Ms. Sanders’ base salary in effect immediately prior to any change of control; or (iii) any material breach by the Company of any material provision of the employment agreement.

If Ms. Sanders’ employment with the Company is deemed to be terminated, the Company is required to pay Ms. Sanders a lump sum payment equal to the Ms. Sanders’ annual base salary at the time of termination plus Ms. Sanders’ annual incentive earned in the previous fiscal year pursuant to the Company’s annual incentive program, multiplied by two (the “Sanders Severance Payment”).

A change of control means any of the following:

at least 50% in fair market value of all the assets of the Company are sold;

a direct or indirect acquisition by a person or group of persons of the voting shares of the Company constitutes 40% or more of the outstanding voting shares of the Company;

a majority of the then-incumbent Board of Directors’ nominees for election to the Board are not elected at any annual or special meeting of the Shareholders; or

- 29 -

If the employment contract is terminated by Ms. Sanders upon a material breach by the Company, or terminated by the Company for reasons other than just cause, death, or extended inability to perform Ms. Sanders’ duties under the employment agreement, the Company is obliged to pay to Ms. Sanders the Sanders Severance Payment. An estimate of the Sanders Severance Payment based on current salary and prior year’s earned annual incentive is C$1,104,880.

The Company is also required to maintain group insurance benefits for Ms. Sanders for a period of 12 months after termination in the circumstances described above or pay to the executive an amount equal to the present value of the Company’s cost of providing such benefits.

If the employment agreement is terminated as a result of the Ms. Sanders’ permanent or extended inability to perform the Ms. Sanders’ duties under the employment agreement, the Company is obligated to pay an amount equal to all accrued and unpaid salary as of the date of termination and a lump sum payment equal to the Ms. Sanders’ annual salary at the time of termination.

Ms. Sanders’ contract continues indefinitely, unless and until terminated in accordance with the terms of her employment agreement.

Summary Compensation Table

The summary compensation tables below sets out NEO compensation information including annual salary, incentive bonuses and all other compensation earned during the fiscal year ended November 30, 2022. The 2022 fiscal year amounts have been converted to US dollars using the average exchange rate during the fiscal year ended November 30, 2022 of C$1.00 = $0.7729 US dollars. The 2021 fiscal year amounts have been converted to US dollars using the average exchange rate during the fiscal year ended November 30, 2021 of C$1.00 = $0.7976 US dollars. The 2020 fiscal year amounts have been converted to US dollars using the average exchange rate during the fiscal year ended November 30, 2020 of C$1.00 = $0.7443 US dollars.

Named Executive Officer Principal Position	Year		Salary $		Cash Bonus $		Stock Awards ⁽¹⁾⁽²⁾ $		Option Awards ⁽¹⁾ $		All Other Compensation $			Total $
Tony Giardini,		2022		386,450		-		635,287		320,616		33,006	⁽⁴⁾		1,375,359
President, Executive Officer⁽³⁾		2021		398,950		51,225		333,573		946,177		11,992			1,741,917
		2020		62,025		-		10,000		1,552,261		37,554			1,649,090
Elaine Sanders,		2022		256,216		-		308,400		160,308		75,047	⁽⁵⁾		799,971
Vice President and Chief Financial Officer		2021		264,504		140,947		45,080		379,010		14,289			843,830
		2020		246,332		164,174		312,012		396,632		13,130			1,132,280

(1)	Amounts in respect of stock and option awards are based on the fair value of the grants as at the grant date. Option-based awards are valued using the Black-Scholes valuation model. Stock and option awards earned during the years ended November 30 include vested and unvested amounts.

(2)

To calculate stock awards, the dollar value to be delivered to each NEO is calculated based the performance of the individual and Company. The Black-Scholes option valuation model is used because it provides a fair value widely accepted by the business community and is regarded as one of the best ways of determining fair prices of options. The fair value based on the Company’s historical stock prices to determine the stock’s volatility, the expected life of the option which is based on the average length of time similar option grants in the past have remained outstanding prior to exercise and the vesting period of the grant.

(3)

Mr. Giardini was appointed President and CEO on June 1, 2020, replacing Mr. Gowans who acted as Interim President and CEO from September 4, 2019 to June 1, 2020. This compensation in the “Summary Compensation Table” above relates to the compensation earned by Mr. Giardini in his capacity as President and Chief Executive Officer.

(4)	Other compensation for Mr. Giardini includes $11,288 of matching contributions to Mr. Giardini’s RRSP and $21,718 for payroll taxes.

(5)	Other compensation for Ms. Sanders includes $11,288 of matching contributions to Ms. Sanders’ RRSP, $60,673 for payroll taxes and $3,086 for travel allowance.

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Incentive Plan Awards

2022 Grants of Plan-Based Awards

No stock option awards were re-priced in 2022. The number of stock options outstanding includes vested and unvested awards.

The following table provides updated information related to grants of plan-based awards to our NEOs in 2022.

Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units #		All Other Option Awards: Number of Securities Underlying Options #		Exercise or Base Price of Option Awards C$/Sh		Grant Date Fair Value of Stock and Option Awards $
Tony Giardini	09/01/2022⁽²⁾		147,058		-		-		96,612
	06/01/2022⁽¹⁾		68,306		-		-		64,408
	12/09//2021		-		450,000		2.21		320,616
Elaine Sanders	09/01/2022⁽⁴⁾		67,719		-		-		44,489
	06/01/2022⁽³⁾		31,454		-		-		29,659
	12/09/2021		-		225,000		2.21		160,308

(1)	Mr. Giardini received 68,306 RSUs granted on June 1, 2022 in lieu of base salary.
(2)	Mr. Giardini received 147,058 RSUs granted on September 1, 2022 in lieu of base salary.
(3)	Ms. Sanders received 31,454 RSUs granted on June 1, 2022 in lieu of base salary.
(4)	Ms. Sanders received 67,719 RSUs granted on September 1, 2022 in lieu of base salary

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table provides information related to the outstanding stock option awards and stock awards held by each of our NEOs as of November 30, 2022.

	Option Awards										Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options # Exercisable		Number of Securities Underlying Unexercised Options # Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options #		Option Exercise Price C$		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested #		Market Value of Shares or Units of Stock That Have Not Vested #		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested #		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested $
(a)		(b)		(c)		(d)		(e)		(f)	(g)		(h)		(i)		(j)
Tony Giardini	12/08/2021		150,000		300,000		-		2.21	12/08/2026		-		-		-		-
	12/10/2020		823,400		300,000		-		2.52	12/09/2025		-		-		-		-
	06/01/2020		1,770,000		-		-		2.62	05/31/2025		-		-		-		-
Elaine Sanders	12/08/2021		75,000		150,000		-		2.21	12/08/2026		-		-		-		-
	12/10/2020		300,000		150,000		-		2.52	12/09/2025		-		-		-		-
	12/27/2019		400,000		-		-		3.02	12/26/2024		-		-		-		-
	12/05/2018		300,000		-		-		2.94	12/04/2023		-		-		-		-
	12/07/2017		300,000		-		-		1.01	12/06/2022		-		-		-		-

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2022 Option Exercises and Stock Vested

The following table provides information regarding stock that vested and stock options that were exercised by our NEOs during fiscal 2022. Option award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate market value of the shares of common stock acquired on the date of exercise. Stock award value is calculated by multiplying the number of vested RSUs by the market value of the underlying shares on the vesting date.

Option Awards

Stock Awards

Name

Number of Shares
Acquired on
Exercise
#

Value
Realized on
Exercise
$

Number of Shares
Acquired on Vesting
#

Value
Realized on
Vesting
C$

Tony Giardini

Elaine Sanders

Nonqualified Deferred Compensation

The Company has no plans that provide for deferred compensation to its executive officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has adopted an Equity Incentive Plan, a RSU Plan, a DSU Plan and the Ambler Metals Equity Plan (as defined below). The intent of these equity plans are to allow the Company to provide a flexible mix of compensation components to attract, retain, and motivate the performance of the participants in alignment with the success of the Company and its Shareholders, to encourage share ownership by executives and directors, and to preserve cash where possible. The Company feels that DSUs align directors’ interests to Shareholders more effectively than other equity programs. These equity plans assist to further align the interests of executives and directors with the long-term interests of Shareholders.

Equity Compensation Plan Information as of November 30, 2022

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		17,697,720	$	1.43		4,610,685
NOVAGOLD Equity compensation plans approved by security holders⁽¹⁾		1,988		Nil		Nil
		17,699,708	$	1.43		4,610,685
Equity compensation plans not approved by security holders		N/A		N/A		N/A
Total		17,699,708	$	1.43		4,610,685

(1) Holders of NOVAGOLD equity compensation plans received one option or right to receive a share in Trilogy for every six options or rights held in NOVAGOLD upon the spin-out of Trilogy on April 30, 2012 by way of a Plan of Arrangement. 11,927 NOVAGOLD deferred share units remain outstanding representing a right to receive 1,988 Common Shares, which will settle upon certain directors retiring from NOVAGOLD’s board.

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Equity Incentive Plan

Summary of the Plan

The Company currently grants equity awards under the Equity Incentive Plan for the benefit of the officers, directors, employees and consultants of the Company or any subsidiary company. The purpose of the Equity Incentive Plan is to attract, retain and motivate eligible persons and to align the interests of such persons with those of the Company’s shareholders through the incentive inherent in share ownership and by providing them an opportunity to participate in the Company’s future performance through awards of options and bonus shares.

The Company believes the Equity Incentive Plan will increase the Company’s ability to attract skilled individuals by providing them with the opportunity, through the exercise of stock options and the issuance of bonus shares to benefit from the anticipated growth of the Company. The Board has the authority to determine the directors, officers, employees and consultants to whom options or bonus shares will be granted, the number of options or bonus shares to be granted to each person and the price at which Common Shares may be purchased, subject to the terms and conditions set forth in the Equity Incentive Plan.

Shareholder Approval

Pursuant to TSX Rules, Shareholders must approve all unallocated entitlements issuable pursuant to the Equity Incentive Plan every three years following its institution. Shareholders last approved all unallocated entitlements issuable pursuant to the Equity Incentive Plan in 2021.

Eligible Participants

Awards under the Equity Incentive Plan (“Awards”) may be granted to directors, officers, employees and consultants of the Company and its subsidiaries and affiliates. As of March 1, 2023, there were seven non-employee directors, two officers and three employees eligible to participate in the Equity Incentive Plan.

The total number of Common Shares reserved for issuance in connection with Awards granted or that may be granted under the Equity Incentive Plan is 10% of the total number of issued and outstanding Common Shares.

The maximum number of shares issuable to insiders pursuant to the Equity Incentive Plan, together with any shares issued pursuant to any other share compensation arrangement, at any time shall not exceed (i) 10% of the total number of outstanding shares on the date of grant; and (ii) 10% of the total number of outstanding Common Shares within any one-year period. No eligible person may be granted options under the Equity Incentive Plan for more than 15,000,000 Common Shares (subject to adjustment as provided for in the Equity Incentive Plan), in the aggregate in any calendar year, such amount representing approximately 10.4% of the total number of Common Shares outstanding as of the date hereof.

Exercise

Under the terms of the Equity Incentive Plan, upon vesting, options may be exercised by delivery to the Company of a written stock option exercise agreement, together with payment of the exercise price (plus any applicable taxes, including withholding obligations) for the number of shares being purchased.

Cashless Exercise

Under the terms of the Equity Incentive Plan, a “net exercise” feature allows for optionees to receive, at the discretion of the Board, the number of Common Shares having a value equal to the number of Common Shares issuable if such options were exercised multiplied by a quotient, the numerator of which is the result of the market price of one Common Share less the exercise price of one Common Share, and the denominator of which is the market price of one Common Share, without having to pay cash at the time of exercise.

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Administration

The Equity Incentive Plan is to be administered by the Compensation Committee appointed by the Board of Directors. Subject to the terms of the Equity Incentive Plan, the Compensation Committee may determine, among other things, the persons to whom Awards may be granted, the number of Awards to be granted to any person, the exercise price and the schedule and dates for vesting of Awards granted. The term of the Awards granted under the Equity Incentive Plan shall be determined by the Compensation Committee, however, in no event shall an option be exercisable during a period extending more than ten years after the date of grant. In the circumstance where the end of the term falls within, or within ten business days after the end of, a “black out” or similar period imposed under any insider trading policy or similar policy of the Company, the end of the term shall be the tenth business day after the earlier of the end of such black out period or the original expiry date. In no event shall the exercise price of an Award be less than the greater of: (i) the market price, which means the volume weighted average price of the Common Shares on the TSX for the five trading days prior to the date of grant of the option; and (ii) the fair market value, which means the closing price of the Common Shares on the TSX on the last trading day prior to the date of grant of the option.

Share Bonus Plan

Pursuant to the share bonus plan (the “Share Bonus Plan”), the terms of which are included as part of the Equity Incentive Plan, the Board, on the recommendation of the Compensation Committee, shall have the right, subject to the limitations set forth in the Equity Incentive Plan, to issue or reserve for issuance, for no cash consideration, to any eligible person, any number of Common Shares as a discretionary bonus of Common Shares subject to such provisos and restrictions as the Board may determine. The aggregate number of Common Shares that may be issued under the Share Bonus Plan is 1,000,000.

Change of Control

In the event of, among other things, a change of control affecting the Company, the Board of Directors will notify each awardee under the Equity Incentive Plan of the full particulars of the offer whereupon all options will become vested and may be exercised.

Cessation of Entitlement

If a Director, Officer, employee or consultant ceases to be so engaged by the Company for any reason, they will have the right to exercise any vested Award not exercised prior to such termination within the lesser of six months from the date of the termination or the expiry date of the Award, provided that the Committee retains the discretion to accelerate vesting; provided that if the termination is for just cause the right to exercise the vested Award shall terminate on the date of termination. All non-vested Awards shall terminate on the date of termination.

Incentive Stock Options

An option granted to a U.S. participant shall specify whether such option is an incentive stock option or a nonqualified stock option. The number of shares available for granting incentive stock options under the Equity Incentive Plan (an “Incentive Stock Option” or an “ISO”) shall not exceed 15,000,000. To the extent that the aggregate Fair Market Value of shares (determined as of the date of grant of the option) with respect to which Incentive Stock Options are exercisable for the first time by a U.S. participant during any calendar year exceeds US$100,000, or any limitation subsequently set forth in section 422(d) of the U.S. Internal Revenue Code (the “Code”), such excess shall be considered a nonqualified stock option. An Incentive Stock Option will terminate no later than ten years after the date of grant; provided, however, that in the case of a U. S participant who, at the time of grant, is a 10% Shareholder, such Incentive Stock Option will terminate no later than five years after the date of grant.

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Amendment

The Board may, from time to time, subject to applicable law and the rules of the TSX, but without Shareholder approval, suspend, terminate, or amend the Equity Incentive Plan or any option granted thereunder for the purposes of (i) making minor or technical modifications, (ii) to correct any ambiguity, defective provisions, error or omission in the provisions of the Equity Incentive Plan, (iii) to change any vesting provisions of the options, (iv) to change the termination provisions of the options provided it does not entail an extension beyond the original expiry date of the options, (v) to add or change provisions relating to any form of financial assistance provided that would facilitate the purchase of options, (vi) to add a cashless exercise feature providing for the payment in cash or securities upon the exercise of options, (vii) subject to the restrictions below, to extend the term or reduce the exercise price of any option previously granted in accordance with Equity Incentive Plan terms, or (viii) to reduce the allocation of shares to the Share Bonus Plan issuable under the Equity Incentive Plan or; and the Board, absent prior approval of the Shareholders of Trilogy and the TSX or any regulatory body having authority over the Company, will not be entitled to: (i) increase the maximum number of Common Shares issuable by the Company pursuant to the Equity Incentive Plan; (ii) amend an option grant for an option held by an insider to effectively reduce the exercise price or extend the expiry date of such options; (iii) permit options granted under the Equity Incentive Plan to be transferable or assignable other than for normal estate settlement purposes; (iv) to make any amendment which would cause Section 162(m) of the Code to become unavailable with respect to the Equity Incentive Plan; or (v) make any change to the amendment provisions of the Equity Incentive Plan.

Transferability

Awards under the Equity Incentive Plan are not transferable or assignable by the participant, otherwise then by will or operation of law.

Certain United States Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to Awards made under the Equity Incentive Plan. The following description applies to Awards that are subject to U.S. federal income tax. Awards granted under the Equity Incentive Plan are intended either to be exempt from, or to comply with, Code Section 409A, and will be administered accordingly. However, there is no guaranty that the Internal Revenue Service will not take a contrary position. The tax consequences described below assume that Awards will be exempt from, or will comply with, Code Section 409A. If the Awards are found not to be exempt from, or not to comply with, Code Section 409A, different and less favorable tax treatment could result, including recognition of income at the time of vesting of an Option (even if not exercised at that time) and a 20% penalty tax.

Grant of Options

The grant of an option is not expected to result in any taxable income to the recipient.

Exercise of Options

Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the Common Shares acquired on the date of exercise over the exercise price, and the Company generally will be entitled at that time to an income tax deduction for the same amount, subject to the general rules concerning deductibility of compensation, including the limitations under Code Section 162(m). If an option is an Incentive Stock Option, its holder generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise), and the Company will not be entitled to a U.S. income tax deduction.

Disposition of Shares Acquired Upon Exercise of Options

The tax consequence upon a disposition of shares acquired through the exercise of an option will depend on how long the shares have been held and whether the shares were acquired by exercising an ISO or by exercising a non-qualified stock option. Generally, there will be no tax consequence to the Company in connection with the disposition of shares acquired under an option, except that the Company may be entitled to an income tax deduction in the case of the disposition of shares acquired under an ISO before the applicable ISO holding periods set forth in the Code have been satisfied.

If, as usually is the case, the Common Shares acquired upon exercise of a non-qualified stock option are a capital asset in the participant’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. Provided that an optionee holds the Common Shares received upon exercise of an ISO for more than two years from the date of grant and more than one year from the date the ISO was exercised, the difference, if any, between the amount realized on a sale or other taxable disposition and the optionee’s tax basis will be long-term capital gain or loss.

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Awards Under the Share Bonus Plan

If an Award is payable in Common Shares that are subject to a substantial risk of forfeiture, unless a special election is made by the holder of the award under the Code, the holder must recognize ordinary income equal to the fair market value of the Common Shares received (determined as of the first time the Common Shares become transferable or not subject to substantial risk of forfeiture, whichever occurs earlier).

The holder’s basis for the determination of gain or loss upon the subsequent disposition of Common Shares acquired under the Share Bonus Plan will be the amount of ordinary income recognized either when the Common Shares are received or when the Common Shares are vested. The Company will generally be entitled at that time to an income tax deduction for the same amount, subject to the rules of Section 162(m) of the Code. As to other Awards granted under the Share Bonus Plan that are payable in Common Shares not subject to substantial risk of forfeiture, the holder of the Award must recognize ordinary income equal to the fair market value of the Common Shares received (determined as of the date such shares are received). The Company generally will be entitled at that time to an income tax deduction for the same amount, subject to the rules of Section 162(m) of the Code.

RSU Plan

Summary of the plan

The RSU Plan is administered by the Compensation Committee of the Board. Employees, directors and eligible consultants of the Company and its designated subsidiaries are eligible to participate in the RSU Plan. In accordance with the terms of the RSU Plan, the Company, under the authority of the Board of Directors through the Committee, will approve those employees, directors and eligible consultants who are entitled to receive RSUs and the number of RSUs to be awarded to each participant. RSUs awarded to participants are credited to them by means of an entry in a notional account in their favour on the books of the Company. Each RSU awarded conditionally entitles the participant to receive one Common Share (or the cash equivalent) upon attainment of the RSU vesting criteria.

Shareholder Approval

Pursuant to TSX Rules, Shareholders must approve all unallocated entitlements issuable pursuant to the RSU Plan every three years following its institution. Shareholders last approved all unallocated entitlements issuable pursuant to the RSU Plan in 2022.

Vesting

The vesting of RSUs is conditional upon the expiry of a time-based vesting period. The duration of the vesting period and other vesting terms applicable to the grant of the RSUs shall be determined at the time of the grant by the Compensation Committee.

Once the RSUs vest, the participant is entitled to receive the equivalent number of underlying Common Shares or cash equal to the Market Value of the equivalent number of Common Shares. The vested RSUs may be settled through the issuance of Common Shares from treasury, by the delivery of Common Shares purchased in the open market, in cash or in any combination of the foregoing (at the discretion of the Company). If settled in cash, the amount shall be equal to the number of Common Shares in respect of which the participant is entitled multiplied by the Market Value of a Common Share on the payout date. Market Value per share is defined in the RSU Plan and means, as at any date (if the Common Shares are listed and posted for trading on the TSX), the arithmetic average of the closing price of the Common Shares traded on the TSX for the five (5) trading days on which a board lot was traded immediately preceding such date. The RSUs may be settled on the payout date, which shall be the third anniversary of the date of the grant or such other date as the Compensation Committee may determine at the time of the grant, which in any event shall be no later than the expiry date for such RSUs. The expiry date of RSUs will be determined by the Committee at the time of grant. However, the maximum term for all RSUs is two years after the participant ceases to be an employee or eligible consultant of the Company. All unvested or expired RSUs are available for future grants.

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Maximum Number of Common Shares Issued

RSUs may be granted in accordance with the RSU Plan provided the aggregate number of RSUs outstanding pursuant to the RSU Plan from time to time shall not exceed 3% of the number of issued and outstanding Common Shares from time to time.

The RSU Plan provides that the maximum number of Common Shares issuable to insiders (as that term is defined by the TSX) pursuant to the RSU 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 RSU 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.

Cessation of Entitlement

Unless otherwise determined by the Company in accordance with the RSU Plan, RSUs which have not vested on a participant’s termination date shall terminate and be forfeited. If a participant who is an employee ceases to be an employee as a result of termination of employment without cause, in such case, at the Company’s discretion (unless otherwise provided in the applicable grant agreement), all or a portion of such participant’s RSUs may be permitted to continue to vest, in accordance with their terms, during any statutory or common law severance period or any period of reasonable notice required by law or as otherwise may be determined by the Company in its sole discretion. All forfeited RSUs are available for future grants.

Transferability

RSUs are not assignable or transferable other than by operation of law, except, if and on such terms as the Company may permit, to a spouse or minor children or grandchildren or a personal holding company or family trust controlled by a participant, the sole shareholders or beneficiaries of which, as the case may be, are any combination of the participant, the participant’s spouse, minor children or minor grandchildren, and after the participant’s lifetime shall enure to the benefit of and be binding upon the participant’s designated beneficiary, on such terms and conditions as are appropriate for such transfers to be included in the class of transferees who may rely on a Form S-8 registration statement under the U.S. Securities Act of 1933, as amended, to sell Common Shares received pursuant to the RSU.

Amendments to the RSU Plan

The Board may, at any time and from time to time, without Shareholder approval, amend the RSU Plan or any provisions thereof in such manner as the Board, in its sole discretion, determines appropriate including, without limitation for the purposes of making formal minor or technical modifications to any of the provisions of the RSU Plan, to correct any ambiguity, defective provision, error or omission in the provisions of the RSU Plan, to change the vesting provisions of RSUs, to change the termination provisions of RSUs or the RSU Plan that does not entail an extension beyond the original expiry date of the RSU, to preserve the intended tax treatment of the benefits provided by the RSU Plan, as contemplated therein, or any amendments necessary or advisable because of any change in applicable laws; provided, however, that no such amendment of the RSU Plan may be made without the consent of each affected participant if such amendment would adversely affect the rights of such affected participant(s) under the RSU Plan, and Shareholder approval shall be obtained in accordance with the requirements of the TSX for any amendment that results in (i) an increase in the maximum number of Common Shares issuable pursuant to the RSU Plan other than as already contemplated in the RSU Plan; (ii) an extension of the expiry date for RSUs granted to insiders under the RSU Plan; (iii) other types of compensation through Common Share issuance; (iv) expansion of the rights of a participant to assign RSUs beyond what is currently permitted in the RSU Plan; or (v) the addition of new categories of participants, other than as already contemplated in the RSU Plan.

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Certain United States Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to RSUs awarded under the RSU Plan. The following description applies to RSUs that are subject to U.S. federal income tax. The grant of RSUs should not result in taxable income to the Participant at the time of grant. When RSUs are paid out, the Participant will recognize ordinary income equal to the fair market value of the Common Shares and cash received in settlement of the RSUs, 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, subject to the general rules concerning deductibility of compensation, including the limitations under Code Section 162(m). A Participant’s basis in any Common Shares received will equal the fair market value of the Common Shares at the time the Participant recognized ordinary income. If, as usually is the case, the Common Shares are a capital asset in the Participant’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.

DSU Plan

Summary of the Plan

The DSU Plan provides that non-executive directors may elect to receive any or all of their of their annual compensation amount, including but not limited to the annual retainer and any committee fees or chair fees, in DSUs. A DSU is a unit credited to a participant in the 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 DSUs paid with respect to Annual Base Compensation will be credited to the director by means of an entry in a DSU Account when such Annual Base Compensation is payable. The director’s DSU Account will be credited with the number of DSUs determined by dividing the dollar amount of compensation payable in DSUs on the payment date by the Share Price of a Common Share at the time. Share Price is defined in the 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 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 DSUs may be granted and the date as of which such DSUs shall be credited to the director’s DSU Account. The Company and a director who receives such an additional award of DSUs shall enter into a DSU award agreement to evidence the award and the terms applicable thereto.

Generally, a participant in the DSU Plan shall be entitled to redeem his or her 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.

Shareholder Approval

Pursuant to TSX Rules, Shareholders must approve all unallocated entitlements issuable pursuant to the DSU Plan every three years following its institution. Shareholders last approved all unallocated entitlements issuable pursuant to the DSU Plan in 2022.

Maximum Number of Common Shares Issued

DSUs may be granted in accordance with the DSU Plan, provided the aggregate number of DSUs outstanding pursuant to the DSU Plan from time to time does not exceed 2% of the issued and outstanding Common Shares from time to time.

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The DSU Plan provides that the maximum number of Common Shares issuable to insiders (as that term is defined by the TSX) pursuant to the 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 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 DSU Plan except by will or laws of descent and distribution.

Amendments to the DSU Plan

The Board may at any time, and from time to time, and without Shareholder approval, amend any provision of the 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 DSU Plan including amendments of a “clerical” or “housekeeping” nature, to correct any ambiguity, defective provision, error or omission in the provisions of the DSU Plan, amendments to the termination provisions of the DSU Plan, amendments necessary or advisable because of any change in applicable laws, amendments to the transferability of DSUs, amendments relating to the administration of the DSU Plan, or any other amendment, fundamental or otherwise, not requiring Shareholder approval under applicable laws; provided, however, that no such amendment of the DSU Plan may be made without the consent of each affected participant in the DSU Plan if such amendment would adversely affect the rights of such affected participant(s) under the 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 DSU Plan; (ii) to the amendment provisions of the DSU Plan; or (iii) to the definition of “Participant”.

Certain United States Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to DSUs awarded under the DSU Plan. The following description applies to DSUs that are subject to U.S. federal income tax. The grant of DSUs and the crediting of DSUs to a Director’s DSU Account should not result in taxable income to the Director at the time of grant. When 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 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 DSUs are subject to U.S. federal income tax and to taxation under the Income Tax Act (Canada), DSUs awarded under the 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 DSU Plan contains certain forfeiture provisions that could apply to DSUs awarded under the DSU Plan in limited circumstances.

Ambler Metals Equity Plan

Summary of the Plan

Under the equity incentive plan for Trilogy Metals Inc. Equity Incentive Plan for Ambler Metals LLC Officers and Employees (the “Ambler Metals Equity Plan”), awards may be granted to officers and employees of Ambler Metals LLC, the Company’s 50/50 joint venture with South32 Limited, provided that the services provided by such officers and employees are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company's securities. Approximately three officers are eligible to participate in the Ambler Metals Equity Plan.

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The total number of Common Shares reserved for issuance in connection with Awards granted or that may be granted under the Ambler Metals Equity Plan is 1,500,000 Common Shares.

The maximum number of Common Shares issuable to insiders pursuant to the Ambler Metals Equity Plan, together with any Common Shares issued pursuant to any other share compensation arrangement of the Company, at any time shall not exceed (i) 10% of the total number of outstanding Common Shares on the date of grant; and (ii) 10% of the total number of outstanding Common Shares within any one-year period.

The maximum number of Common Shares issuable to any one eligible person pursuant to the Ambler Metals Equity Plan, together with any Common Shares issued pursuant to any other share compensation arrangement of the Company, at any time shall not exceed 10% of the total number of outstanding Common Shares on the date of grant.

Exercise

Under the terms of the Ambler Metals Equity Plan, upon vesting, options may be exercised by delivery to the Company of a written stock option exercise agreement, together with payment of the exercise price (plus any applicable taxes, including withholding obligations) for the number of Common Shares being purchased.

Payment of Cash in Lieu of Issuing Common Shares

Under the terms of the Ambler Metals Equity Plan, the Company will, upon receipt of the written stock option exercise agreement and payment, have the option, in its sole discretion, to make a cash payment to the eligible person in lieu of issuing Common Shares. The amount of such cash payment will be equal to the market price of the underlying Common Shares on the date that the written stock option exercise agreement and payment are received.

Administration

The Ambler Metals Equity Plan is to be administered by the Compensation Committee appointed by the Board of Directors. Subject to the terms of the Ambler Metals Equity Plan, the Compensation Committee may determine, among other things, the persons to whom Awards may be granted, the number of Awards to be granted to any person, the exercise price and the schedule and dates for vesting of Awards granted. The term of the Awards granted under the Ambler Metals Equity Plan shall be determined by the Compensation Committee, however, in no event shall an option be exercisable during a period extending more than ten years after the date of grant. In the circumstance where the end of the term falls within, or within ten business days after the end of, a “black out” or similar period imposed under any insider trading policy or similar policy of the Company, the end of the term shall be the tenth business day after the earlier of the end of such black out period or the original expiry date. In no event shall the exercise price of an Award be less than the greater of: (i) the market price, which means the volume weighted average price of the Common Shares on the NYSE American for the five trading days prior to the date of grant of the option; and (ii) the fair market value, which means the closing price of the Common Shares on the NYSE American on the last trading day prior to the date of grant of the option.

Share Bonus Plan

Pursuant to the Ambler Metals share bonus plan (the “Ambler Metals Share Bonus Plan”), the terms of which are included as part of the Ambler Metals Equity Plan, the Board, on the recommendation of the Compensation Committee, shall have the right, subject to the limitations set forth in the Ambler Metals Equity Plan, to issue or reserve for issuance, for no cash consideration, to any eligible person, any number of Common Shares as a discretionary bonus of Common Shares subject to such provisos and restrictions as the Board may determine.

Change of Control

In the event of, among other things, a change of control affecting the Company, the Board of Directors of the Company will notify each awardee under the Ambler Metals Equity Plan of the full particulars of the offer whereupon all options will become vested and may be exercised. Any unvested Awards outstanding from the Ambler Share Bonus Plan will vest immediately upon a change of control.

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Cessation of Entitlement

If an officer or employee ceases to be so engaged by the Company for any reason or upon the occurrence of any event that results in the Company ceasing to be a member of Ambler Metals LLC (a “Joint Venture Exit”), such will have the right to exercise any vested Award not exercised prior to such termination or Joint Venture Exit within the lesser of three months from the date of the termination or Joint Venture Exit and the expiry date of the Award provided that the Committee retains the discretion to accelerate vesting. Notwithstanding the foregoing, if the termination is for just cause, the right to exercise the vested Award shall terminate on the date of termination. All non-vested Awards shall terminate on the date of termination or the date of the Joint Venture Exit.

Stock Options Granted to U.S. Participants

Stock options may only be awarded U.S. participants to the extent those U.S. participants perform direct services to (A) the Company or any other entity controlled by the Company (as described in more detail in the Ambler Metals Equity Plan), or (B) to an entity that otherwise qualifies as an eligible issuer of service recipient stock pursuant to United States Treasury Regulation Section 1.409A-1(b)(5)(iii)(E)(1). The exercise price of a stock option will not be less than the market price.

Amendment

The Board may, from time to time, subject to applicable law and the rules of the TSX, and in compliance with Section 409A of the Code, as applicable, but without shareholder approval, suspend, terminate, or amend the Ambler Metals Equity Plan or any option granted thereunder for the purposes of (i) making minor or technical modifications, (ii) to correct any ambiguity, defective provisions, error or omission in the provisions of the Ambler Metals Equity Plan, (iii) to change any vesting provisions of the options or Common Shares issued under the Ambler Share Bonus Pan, (iv) to change the termination provisions of the options provided it does not entail an extension beyond the original expiry date of the options, (v) to add or change provisions relating to any form of financial assistance provided that would facilitate the purchase of options, (vi) to add a cashless exercise feature providing for the payment in cash or securities upon the exercise of options, (vii) subject to the restrictions below, to extend the term or reduce the exercise price of any option previously granted in accordance with Ambler Metals Equity Plan terms, or (viii) to reduce the allocation of Common Shares to the Ambler Share Bonus Plan issuable under the Ambler Metals Equity Plan or; and the Board, absent prior approval of the Shareholders of Trilogy and the TSX or any regulatory body having authority over the Company, will not be entitled to: (i) increase the maximum number of Common Shares issuable by the Company pursuant to the Ambler Metals Equity Plan; (ii) amend an option grant for an option held by an insider to effectively reduce the exercise price or extend the expiry date of such options; (iii) permit options granted under the Ambler Metals Equity Plan to be transferable or assignable other than for normal estate settlement purposes; or (v) make any change to the amendment provisions of the Ambler Metals Equity Plan.

Transferability

Awards under the Ambler Metals Equity Plan are not transferable or assignable by the participant, otherwise then by will or operation of law.

U.S. Federal Income Tax Consequences of Grant and Exercise of Awards

The following is a summary of the principal U.S. federal income tax consequences generally applicable to Awards made under the Ambler Metals Equity Plan. The following description applies to Awards that are subject to U.S. federal income tax. Awards granted under the Ambler Metals Equity Plan are intended either to be exempt from, or to comply with, Code Section 409A, and will be administered accordingly. However, there is no guaranty that the Internal Revenue Service will not take a contrary position. The tax consequences described below assume that Awards will be exempt from, or will comply with, Code Section 409A. If the Awards are found not to be exempt from, or not to comply with, Code Section 409A, different and less favorable tax treatment could result, including recognition of income at the time of vesting of an Option (even if not exercised at that time) and a 20% penalty tax.

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Grant of Options

The grant of an option is not expected to result in any taxable income to the recipient.

Exercise of Options

Disposition of Shares Acquired Upon Exercise of Options

The tax consequence upon a disposition of shares acquired through the exercise of an option will depend on how long the shares have been held. Generally, there will be no tax consequence to the Company in connection with the disposition of shares acquired under an option.

Awards Under the Share Bonus Plan

The holder’s basis for the determination of gain or loss upon the subsequent disposition of Common Shares acquired under the Ambler Metals Share Bonus Plan will be the amount of ordinary income recognized either when the Common Shares are received or when the Common Shares are vested. The Company will generally be entitled at that time to an income tax deduction for the same amount, subject to the rules of Section 162(m) of the Code. As to other Awards granted under the Ambler Metals Share Bonus Plan that are payable in Common Shares not subject to substantial risk of forfeiture, the holder of the Award must recognize ordinary income equal to the fair market value of the Common Shares received (determined as of the date such shares are received). The Company generally will be entitled at that time to an income tax deduction for the same amount, subject to the rules of Section 162(m) of the Code.

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Summary of Securities Issued

The following table sets out information concerning the number and price of securities to be issued under the Equity Incentive, RSU Plan, DSU Plan and Ambler Metals Equity Plan to employees and other service providers.

	Equity Incentive Plan			RSU Plan			DSU Plan			Ambler Metals Equity Plan
As at November 30, 2022 (most recently completed fiscal year)
Maximum number of Common Shares reserved for issuance		14,622,504			4,386,751			2,924,501			1,468,531
Percent of Common Shares outstanding (approximate)		10	%		3.0	%		2.0	%		1.0	%
Number of Common Shares issuable upon exercise or vesting of option or right		11,225,400			257,228			1,560,734			-
Percent of Common Shares outstanding (approximate)		7.7	%		0.2	%		1.1	%		-
Weighted average exercise price	$	1.85		$	1.66		$	1.31			N/A
Number of Common Shares available for future issuance		3,397,103			4,129,523			1,303,766			1,468,531
Number of Common Shares available for future issuance as a percent of Common Shares outstanding (approximate)		2.3	%		2.8	%		0.9	%		1.0	%
Number of securities granted during the fiscal year		1,734,500			1,359,349			283,289			31,469
Securities granted during the fiscal year as a percentage of the Common Shares issued and outstanding (approximate)		1.2	%		0.9	%		0.2	%		0.02	%
Weighted Average Number of Common Shares Outstanding		145,721,736			145,721,736			145,721,736			145,721,736
Annual Burn Rate
2022		1.2	%		0.9	%		0.19	%		0.02	%
2021		2.3	%		-			0.04	%		-
2020		3.1	%		0.1	%		0.1	%		N/A
Plan Features
Maximum number of Common Shares authorized for issuance to any one insider or such insider’s associate under all share compensation arrangements of the Company within a one-year period		10% of the total Common Shares outstanding
Maximum number of Common Shares reserved for issuance to any one person under all share compensation arrangements of the Company		10% of the total Common Shares outstanding
Maximum number of Common Shares authorized for issuance to insiders, at any time, under all share compensation arrangements of the Company		10% of the total Common Shares outstanding
As at March 1, 2023
Maximum number of Common Shares reserved for issuance		14,872,270			4,461,681			2,974,454			1,325,026
Percent of Common Shares outstanding (approximate)		10.0	%		3.0	%		2.0	%		1.0	%
Number of Common Shares issuable upon exercise or vesting of option or right		13,585,400			1,628,595			2,483,725			-
Percent of Common Shares outstanding (approximate)		9.1	%		1.1	%		1.7	%		-
Weighted average exercise price	$	1.60		$	0.66		$	1.03			N/A
Number of Common Shares remaining available for future issuances		1,286,869			2,833,085			490,728			1,325,026
Number of Common Shares available for future issuance as a percent of Common Shares outstanding (approximate)		0.9	%		1.9	%		0.3	%		0.9	%

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership or control and direction, direct or indirect, of our Common Shares as of March 1, 2023 by:

our NEOs;

our directors and nominees;

all of our executive officers and directors as a group; and

each person who is known by us to beneficially own more than 5% of our issued and outstanding Common Shares based on the latest information provided by such person to the Company or such person’s Schedules 13D, 13F and 13G, as applicable, last filed with the SEC.

Unless otherwise indicated, the Shareholders listed possess sole voting and investment power with respect to the shares shown. Our directors and executive officers do not have different voting rights from other Shareholders.

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Name	Business Address	Amount and Nature of Beneficial Interest⁽¹⁾			Percentage of Class⁽²⁾
James Gowans	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		1,281,752	⁽³⁾		0.9	%
Elaine Sanders	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		2,909,390	⁽⁴⁾		2.0	%
Tony Giardini	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		3,604,404	⁽⁵⁾		2.4	%
William Hayden	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		690,570	⁽⁶⁾		0.5	%
William Hensley	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		515,258	⁽⁷⁾		0.4	%
Gregory Lang	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		884,611	⁽⁸⁾		0.6	%
Kalidas Madhavpeddi	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		1,003,233	⁽⁹⁾		0.7	%
Janice Stairs	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		932,168	⁽¹⁰⁾		0.6	%
Diana Walters	Suite 1150, 609 Granville Street Vancouver, British Columbia Canada, V7Y 1G5		545,004	⁽¹¹⁾		0.4	%
All directors and executive officers as a group (9 individuals)			12,366,390			8.4	%
Electrum Strategic Opportunities Fund L.P. (“Electrum”)	600 Fifth Avenue, 24^th Floor, New York, NY, USA 10020		30,379,995	⁽¹²⁾		20.9	%
Paulson & Co. Inc. (“Paulson”)	1251 Avenue of the Americas, 50th Floor, New York, NY, USA 10020		14,326,996	⁽¹³⁾		9.8	%
Baupost Group, L.L.C. (“Baupost”)	10 St. James Ave, Suite 1700 Boston, MA, USA 02116		7,990,481	⁽¹⁴⁾		5.5	%
South32 Limited (“South32”)	125 St Georges Terrace Perth, Western Australia 6000		16,413,493	⁽¹⁵⁾		11.3	%

(1)	Under applicable U.S. securities laws, a person is considered to be the beneficial owner of securities owned by him or her (or certain persons whose ownership is attributed to him or her) or securities that can be acquired by him or her within 60 days, including upon the exercise of options, warrants or convertible securities.
(2)	Based on 145,464,286 Common Shares issued and outstanding as of March 1, 2023, plus any Common Shares deemed to be beneficially owned pursuant to options that are exercisable within 60 days from March 1, 2023.

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(3)	Includes 73,800 Common Shares and 1,087,500 Common Shares underlying options exercisable within 60 days of March 1, 2023.
(4)	Includes 1,534,390 Common Shares and 1,375,000 Common Shares underlying options exercisable within 60 days of March 1, 2023.
(5)	Includes 1,042,014 Common Shares and 2,360,066 Common Shares underlying options exercisable within 60 days of March 1, 2023, and 202,324 DSUs as of March 1, 2023.
(6)	Includes 187,519 Common Shares and 375,000 Common Shares underlying options exercisable within 60 days of March 1, 2021, and 128,051 DSUs as of March 1, 2023.
(7)	Includes 5,000 Common Shares and 375,000 Common Shares underlying options exercisable within 60 days of March 1, 2023, and 135,258 DSUs as of March 1, 2023.
(8)	Includes 272,879 Common Shares and 375,000 Common Shares underlying options exercisable within 60 days of March 1, 2023, and 236,732 DSUs as of March 1, 2023.
(9)	Includes 380,901 Common Shares and 375,000 Common Shares underlying options exercisable within 60 days of March 1, 2023, and 247,332 DSUs as of March 1, 2023.
(10)	Includes 316,136 Common Shares and 375,000 Common Shares underlying options exercisable within 60 days of March 1, 2021, and 241,032 DSUs as of March 1, 2023.
(11)	Includes 10,000 Common Shares and 375,000 Common Shares underlying options exercisable within 60 days of March 1, 2023 and 160,004 DSUs as of March 1, 2023.
(12)	As reported by Electrum to the Company. Includes (i) 29,422,923 Common Shares held by Electrum Strategic Opportunities Fund L.P. (“ESOF”), (ii) 10,000 Common Shares held by Tigris Financial Group Ltd. (“Tigris”), (iii) 113,739 Common Shares held directly by Mr. Thomas Kaplan, and (iv) 833,333 Common Shares held by GRAT Holdings LLC (“GRAT Holdings”). Mr. Thomas Kaplan has sole voting and investment power with respect to the 10,000 Common Shares held by Tigris and the 113,739 Common Shares he holds directly. GRAT Holdings has sole voting and investment power with respect to the 833,333 Common Shares it holds directly. Each of Mr. Thomas Kaplan, GRAT Holdings, ESOF, Electrum Global Holdings L.P. (“Global Holdings”), TEG Global GP Ltd (“TEG Global”), ESOF GP Ltd. (“ESOF GP”), Leopard Holdings LLC (“Leopard”) and The Electrum Group LLC (“TEG Services”) may be deemed to share the power to vote and dispose of the 29,422,923 Common Shares held directly by ESOF and, accordingly, each may be deemed to beneficially own such shares. ESOF GP is the sole general partner of Electrum Strategic Opportunities Fund GP L.P., the sole general partner of ESOF. Global Holdings is the owner of all of the equity interests of ESOF GP. TEG Global is the sole general partner of, and TEG Services is the investment adviser to, Global Holdings. TEG Services possesses voting and investment discretion with respect to assets of Global Holdings, including indirect investment discretion with respect to the Common Shares held by ESOF. Mr. Thomas Kaplan has the ability to influence such discretion of TEG Services. TEG Global is principally owned and controlled by Leopard, which is owned and controlled by GRAT Holdings.
(13)	As reported on Paulson’s Schedule 13G as of December 31, 2022. Paulson has sole voting and dispositive power with respect to 14,326,996 Common Shares.
(14)	As reported on Baupost’s Schedule 13G as of December 31, 2022, Baupost has shared voting and dispositive power with respect to 7,990,481 Common Shares. Baupost is a registered investment advisor and acts as an investment advisor and general partner to various private investment limited partnerships. SAK Corporation, as the Manager of Baupost, and Mr. Seth A. Klarman, as the sole shareholder of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership of the securities beneficially owned by Baupost.
(15)	As reported on South32’s Schedule 13G as of April 20, 2018, South32 has shared voting and dispositive power with respect to 16,413,493 Common Shares. South32 International Investment Holdings Proprietary Limited (“South32 International”) is a wholly owned subsidiary of South32 and may be deemed to have beneficial ownership of the securities beneficially owned by South32.

*	Percentage of Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, is less than 1%.

As of March 1, 2023, we had approximately 1,455 registered holders of Common Shares.

We have no knowledge of any other arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change of control of our Company.

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DIRECTOR COMPENSATION

Non-executive directors each are eligible to receive an annual retainer of $40,000 in cash of which each director can currently elect to receive up to 50% of their annual retainer in DSUs. The cash retainer is paid quarterly in arrears. In addition, the Chair of the Audit Committee receives $10,000 and the Chairs of the Compensation, Governance and EHST Committees of the Board each receive $5,000 annually and the Board Chair receives $12,000 annually, all paid on a quarterly basis. Non-executive members of the Ambler Metals Committee receive $15,000 annually paid on a quarterly basis. Each director is entitled to participate in any security-based compensation arrangement or other plan adopted by the Company from time to time with the approval of the Company’s Board. The directors are reimbursed for expenses incurred on the Company’s behalf. Executive officers who are also directors do not collect Board fees. Board members are eligible to participate in the Equity Incentive, RSU and DSU Plans. No additional fees are paid to directors. Director compensation is subject to review and possible change on an annual basis.

During fiscal 2022, non-executive directors were granted 350,000 stock options on December 9, 2021 at an exercise price of C$2.21 all exercisable for a period of five years. These stock options were all fully vested on the grant date.

In February 2022, the Board of Directors approved a prospective increase in the annual fee payable to non-executive members of the Ambler Metals Committee from $10,000 to $15,000 due to more work related to this committee than originally anticipated.

The Compensation Committee periodically reviews the adequacy and form of the compensation of directors and ensures that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and reports and makes recommendations to the Board accordingly. In 2022, the Compensation Committee did not perform an independent third-party review of directors’ compensation given market conditions. The Compensation Committee will consider a full independent review of executive compensation, director compensation and/or peer group comparators in the future. Besides the change made to the fee payable to non-executive members of the Ambler Metas Committee, no other changes were made to the director compensation program for 2022.

Director Compensation Table

The summary compensation table below sets out the compensation provided to the Company’s directors for the fiscal year ended November 30, 2022.

	Fees Earned⁽¹⁾		Stock Awards⁽²⁾		All Other Compensation		Option Awards⁽³⁾		Total
Name		$		$	$			$		$
James Gowans		66,000		35,824		-		35,411		137,235
William Hayden		46,000		35,824		-		35,411		117,235
William Hensley		49,000		35,824		-		35,411		120,235
Gregory Lang		51,000		35,824		-		35,411		122,235
Kalidas Madhavpeddi		56,000		35,824		-		35,411		127,235
Janice Stairs		52,000		35,824		-		35,411		123,235
Diana Walters		51,000		35,824		-		35,411		122,235

(1)	Fees earned for the fiscal year ended 2022 by the Board of Directors have been paid out in RSUs and DSUs.

(2)

On December 9, 2021 each director received an annual grant of 20,600 DSUs valued at C$2.21 per share. The value is converted to US dollars at the daily exchange rate of C$1.00 = $0.7869 US dollars. The 2022 DSU grants for directors are 100% vested on grant date, but payable on retirement. The value of the amounts in respect of stock-based awards is based upon the fair value at time of grant.

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(3)	On December 9, 2021 each director received an annual grant of 50,000 stock options at an exercise price of C$2.21 and were fair valued at C$0.90 per option and converted to US dollars at the daily exchange rate of C$1.00 = $0.7869 US dollars.

DSU Plan for Directors

The DSU Plan has been established by the Company to promote the interests of the Company by attracting and retaining qualified persons to serve on the Board. In an effort to preserve cash and to build share ownership, the Directors can elect to receive in DSUs any or all of their annual compensation by completing and delivering a written election to the Company on or before November 15th of the calendar year ending immediately before the calendar year with respect to which the election is made. Such election will be effective with respect to compensation payable for calendar quarters beginning during the calendar year following the date of such election. All of the directors elected to receive in DSUs 100% of their annual compensation for 2023. Directors are not eligible to redeem the DSUs until they retire from the Company. This plan was originally approved by the Board on November 29, 2012 and the Company’s Shareholders on May 21, 2013.

The unallocated entitlements under the DSU Plan were last approved by the Company’s Shareholders on May 13, 2022.

Incentive Plan Awards

Outstanding Option-Based and Share-Based Awards

The following table sets out information concerning all option-based and share-based awards outstanding for each director (excluding NEOs) as of November 30, 2022 including awards granted before the most recently completed financial year.

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		Option-Based Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options		Option Exercise Price C$		Option Expiration Date	Value of Unexercised in-the- money Options ⁽¹⁾$
Tony Giardini	12/27/2019		75,000		3.02	12/26/2024		-
	12/05/2018		75,000		2.94	2/04/2023
James Gowans	12/09/2021		50,000		2.21	12/08/2026		-
	12/10/2020		100,000		2.52	12/09/2025
	12/27/2019		75,000		3.02	12/26/2024
William Hayden	05/22/2019		37,500		3.41	5/21/2024
	12/09/2021		50,000		2.21	12/08/2026		-
	12/10/2020		100,000		2.52	12/09/2025
	12/27/2019		75,000		3.02	12/26/2024
	12/05/2018		75,000		2.94	12/04/2023
	12/07/2017		75,000		1.01	12/06/2022
	12/09/2021		50,000		2.21	12/08/2026
	12/10/2020		100,000		2.52	12/09/2025
William Hensley	12/27/2019		75,000		3.02	12/26/2024		-
	12/05/2018		75,000		2.94	12/04/2023
	12/22/2017		75,000		1.47	12/21/2022
Gregory Lang	12/09/2021		50,000		2.21	12/08/2026		-
	12/10/2020		100,000		2.52	12/09/2025
	12/27/2019		75,000		3.02	12/26/2024
	12/05/2018		75,000		2.94	12/04/2023
	12/07/2017		75,000		1.01	12/06/2022
Kalidas Madhavpeddi	12/09/2021		50,000		2.21	12/08/2026		-
	12/10/2020		100,000		2.52	12/09/2025
	12/27/2019		75,000		3.02	12/26/2024
	12/05/2018		75,000		2.94	12/04/2023
	12/07/2017		75,000		1.01	12/06/2022

SEC Form DEF 14A filed by Trilogy Metals Inc.