Trilogy Metals will sell 8,215,570 units at $2.17 each for approximately $17.8 million, while a separate South32 transaction brings total proceeds to approximately $35.6 million. The money is designated for reinvestment in Ambler Metals, and the agreement also grants the Investor warrants, governance rights and a Call Option subject to stated conditions.

Key Highlights

  • South32’s Trilogy ownership is expected to fall from 18,595,311 common shares, or approximately 10.7%, to 10,379,741 shares, or approximately 6.0%.
  • The Investor can designate an independent board nominee until October 6, 2028, alongside specified observer and information rights.
  • The Investment Agreement is subject to specified conditions precedent, including the concurrent South32 sale, closing documentation and stock exchange approval.

Trilogy Metals Inc. (AMEX: TMQ) has agreed to sell 8,215,570 units at $2.17 per unit to the United States Department of War for approximately $17.8 million.

Unit Sale Adds Warrants and South32 Transaction

Separately, the Investor will pay South32 approximately $17.8 million for 8,215,570 common shares and a 10-year call option covering an additional 6,161,678 shares at $0.01 per share. The warrants and South32 Option become exercisable after Phase 1 of the Ambler Access Road is completed or following a change of control.

Completion requires the concurrent South32 sale, customary closing documents and stock exchange approval.

Investor Gains Governance and Ambler Oversight Rights

At a threshold of at least 4,107,785 shares, the Investor receives quarterly and annual financial statements and access to specified company records and offices.

Ambler Metals, Trilogy US and South32 USA will discuss a framework for permitting, financing and constructing the Ambler Access Project. The agreement also requires security and compliance measures covering sensitive project technology, technical data and foreign-investment reporting.

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