Form 8-K

8-K — Trilogy Metals Inc.

Accession: 0001104659-26-107442

Filed: 2026-09-14

Period: 2026-09-11

CIK: 0001543418

SIC: 1040 (GOLD & SILVER ORES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2624736d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2624736d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2624736d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2624736d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2624736d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2624736d1_ex10-5.htm)

EX-99.1 — EXHIBIT 99.1 (tm2624736d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2624736d1_8k.htm · Sequence: 1

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2026-09-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 11, 2026

Trilogy Metals Inc.

(Exact name of registrant as specified in its charter)

British Columbia

001-35447

98-1006991

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

Suite 901, 510 Burrard Street

Vancouver, British Columbia

Canada, V6C 3A8

(Address of principal executive offices, including

zip code)

(604) 638-8088

(Registrant’s telephone number, including area

code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares

TMQ

NYSE American

Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

The information included under Item 8.01 below

regarding the Investment Documents is incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities

The information included under Item 8.01 below

regarding the Strategic Investment is incorporated by reference into this Item 3.02.

The Units that were issued and sold and the securities

underlying the Units to be issued was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of

the Securities Act, and in reliance on similar exemptions under applicable state laws.

The Investor has represented that it is a sophisticated

investor and has acquired the Units for investment purposes only and not with a view to any future distribution or sale in violation of

applicable securities laws. The Units were offered without any general solicitation by the Company or its representatives. The Warrants

are expected to be exercised pursuant to Section 3(a)(9) or Section 4(a)(2).

Item 7.01 Regulation FD Disclosure

On September 11, 2026, Trilogy Metals Inc. issued a press release

on the closing of the previously announced strategic equity investment by the United States Department of War. The press release is attached

hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being

furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement

or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific

reference in such filing.

Item 8.01 Other Events

As previously disclosed by Trilogy Metals Inc.

(the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2026 (the “Signing 8-K”), the Company entered into the Investment Agreement (the “Investment Agreement”) with

the United States Department of War (the “Investor”), dated August 28, 2026, relating to the Investor’s strategic

investment in the Company (the “Strategic Investment”). Pursuant to the Investment Agreement, the Company agreed to sell,

and the Investor agreed to purchase, 8,215,570 units (“Units”) at a price of $2.17 per Unit, each Unit consisting of one common

share and three-quarters of one common share purchase warrant (each whole warrant, a “Warrant”), for a purchase price of approximately

$17.8 million. The Warrants are exercisable to acquire up to 6,161,678 common shares at an exercise price of $0.01 per common share for

a period of ten years. A summary of the Investment Agreement is contained in the Signing 8-K and incorporated herein by reference.

Concurrently with the Investment Agreement, the

Company’s wholly-owned subsidiary NovaCopper US Inc., dba Trilogy Metals US, South32 USA Exploration Inc., Ambler Metals LLC (“Ambler

Metals”) and the Investor entered into a Cooperation Agreement (the “Cooperation Agreement”), dated August 28,

2026. A summary of the Cooperation Agreement is contained in the Signing 8-K and incorporated herein by reference.

The Investment Agreement and the Cooperation Agreement

both reference restrictions on the Company and Ambler Metals with respect to Restricted Entities. The definition of Restricted Entity

can be found in Section 1.1 of the Investment Agreement.

The completion of the Strategic Investment occurred

on September 11, 2026 (the “Closing”), including the issuance of the Warrant. As contemplated in the Investment Agreement,

the Company entered into a participation rights agreement with the Investor, dated September 11, 2026 (the “Participation Rights

Agreement”), which grants the Investor certain rights to subscribe for future sales of the Company’s equity securities on

a pro rata basis.

Also concurrent with Closing and as contemplated

by the Investment Agreement, the Company entered into a registration rights agreement with the Investor, dated September 11, 2026

(the “Registration Rights Agreement”), which grants certain customary registration rights to the Investor.

The above descriptions of the Investment Agreement,

Cooperation Agreement, Participation Rights Agreement, Registration Rights Agreement and Warrant (collectively, the “Transaction

Documents”) do not purport to be complete and are qualified in their entirety by reference to the full text of the Transaction Documents,

copies of which are filed as exhibits 10.1 through 10.5 hereto and incorporated herein by reference.

The Transaction Documents are contractual arrangements between the Company and the Investor. References in this filing to the Strategic

Investment and the related transactions (the “DoW Transactions”), the Department of War or other U.S. government entities are not intended

to, and should not be construed to, imply that the Investor or any other U.S. Government entity endorses, recommends, sponsors, approves,

certifies, guarantees, manages, or controls the Company, its affiliates, its securities, its products, its facilities, or any project

described therein. Except for the express rights and obligations set forth in the applicable agreements, the DoW Transactions do not create

a partnership, joint venture, agency, fiduciary, or similar relationship between the Company and the Investor, and do not obligate any

U.S. Government entity to provide additional funding, assistance, permits, approvals, purchases, or other support.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

10.1

Investment Agreement

10.2

Cooperation Agreement

10.3

Participation Rights Agreement

10.4

Registration Rights Agreement

10.5

Warrant

99.1

Press release, dated September 11, 2026 relating to the Closing of the Strategic Investment by the Investor

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRILOGY METALS INC.

Dated: September 14, 2026

By:

/s/ Elaine Sanders

Elaine Sanders, Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2624736d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

INVESTMENT AGREEMENT

THE UNITED STATES DEPARTMENT OF DEFENSE

- and -

TRILOGY METALS INC.

August 28, 2026

TABLE OF CONTENTS

Page

Article 1

INTERPRETATION

1.1

Defined

Terms

1.2

Rules

of Construction

1.3

Time

of Essence

1.4

Governing

Law and Submission to Jurisdiction

1.5

Severability

1.6

Specific

Performance

1.7

Remedies

1.8

Entire

Agreement

1.9

Schedules

and Appendices

Article 2

PURCHASE OF COMMON SHARES

2.1

Investment

in Company

2.2

Use

of Proceeds

Article 3

REPRESENTATIONS AND WARRANTIES

3.1

Representations

and Warranties of the Company

3.2

Representations

and Warranties of the Investor

3.3

Survival

of Representations and Warranties

3.4

Legends

Article 4

CLOSING

4.1

Closing

4.2

Mutual

Conditions to Closing

4.3

Company

Closing Deliveries and Investor Conditions

4.4

Investor

Closing Deliveries and Company Conditions

4.5

Termination

Article 5

ADDITIONAL COVENANTS

5.1

Board

Nomination Right

5.2

Observer

Right

5.3

Debt

Covenant

5.4

AAP

Completion Date Notice

5.5

Restricted

Entity Event

5.6

Officer’s

Certificate

5.7

Information

and Audit Rights

5.8

Indemnification

5.9

Post-Closing

Filings

5.10

Investor

Notification

5.11

Survival

Article 6

GENERAL PROVISIONS

6.1

Notices

6.2

Investor

Acknowledgement

6.3

Expenses

6.4

Further

Assurances

6.5

Amendments

6.6

Assignment

6.7

Successors

and Assigns

6.8

Partnership

6.9

Counterparts

Schedule A – Registration and Delivery

Instructions

Schedule B – Investor Information

Schedule C – Form of Investor Participation

Rights Agreement

Schedule D – Form of Registration

Rights Agreement

Schedule E – Form of Warrant Certificate

INVESTMENT AGREEMENT

THIS AGREEMENT made the 28th

day of August, 2026 (the “Effective Date”)

BETWEEN:

THE UNITED STATES DEPARTMENT OF DEFENSE,

(also referred to herein as the “Department

of War” or the “Investor”),

- and -

TRILOGY METALS INC., a corporation

organised and existing under the laws of the Province of British Columbia,

(hereinafter referred to as the “Company”).

WHEREAS the Company has agreed to issue to the

Investor, and the Investor has agreed to purchase from the Company, 8,215,570 units (the “Units”) of the Company at

a price of $2.17 per Unit, with each Unit comprised of one Common Share (as defined herein) and three-quarters of one Warrant (as defined

herein) for an aggregate purchase price of $17,827,786.90 (the “Purchase Price”), in reliance upon the representations,

warranties and covenants contained herein. The Common Shares and the Warrants comprising the Units are immediately separable and

will be issued separately upon issuance of the Units.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in

consideration of the respective covenants and agreements of the parties hereinafter contained and for other good and valuable consideration

(the receipt and sufficiency of which are hereby acknowledged by each party), the parties agree as follows:

Article 1

INTERPRETATION

1.1            Defined

Terms

For the purposes of this Agreement (including

the recitals and the Schedules hereto), unless the context otherwise requires, the following terms shall have the respective meanings

set out below and grammatical variations of such terms shall have corresponding meanings:

“AAP Completion Date” means

the earlier to occur of (i) the completion of Phase 1 of the Ambler Access Project in accordance with the Joint Record of Decision

or such other federal permit(s) in place for the Ambler Access Project at the applicable time, as determined by the Engineering

Firm or AIDEA, and (ii) the use by Ambler Metals or its Affiliate of the Ambler Access Project by at least ten (10) trucks

within any ten (10) day period transporting ore concentrate or concentrate;

“Additional Improvements Completion

Date” means completion of both (i) Phase 1 of the Ambler Access Project in accordance with the Joint Record of Decision

or such other federal permit(s) in place for the Ambler Access Project at the applicable time, and (ii) any additional improvements

to Phase 1 as reasonably necessary, including a full-thickness embankment and road widening, to allow the Ambler Access Project to be

used on an all-season basis by trucks capable of transporting ore concentrate with sufficient passing zones to enable overall two-way

traffic, in each case, as determined by the Engineering Firm or AIDEA;

“AAP Notice” has the meaning

set forth in Section 5.4;

“Act” means the Business

Corporations Act (British Columbia);

“Action” shall have the meaning

set out in Section 3.1(yy);

“Affiliate” means, with respect

to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person at any time

during the period for which the determination of affiliation is being made;

“AIDEA” means the Alaska Industrial

Development and Export Authority;

“Ambler Access Project” means

the proposed 211-mile industrial road from the Dalton Highway to Alaska’s remote Ambler Mining District, a region with significant

deposits of critical minerals, being developed by the AIDEA;

“Ambler Metals” means Ambler

Metals LLC, a Delaware limited liability company;

“Applicable Law” means, at

any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations,

treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other

requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other

matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or

interpretation;

“Applicable Canadian Securities Legislation”

means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such

laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders,

blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions;

“ATM Program” means the at-the-market

equity program of the Company pursuant to the equity distribution agreement dated November 7, 2025, among the Company, Cantor Fitzgerald &

Co., BMO Capital Markets Corp., Canaccord Genuity LLC, National Bank of Canada Financial Inc., and Raymond James (USA) Ltd.;

“BCSC” shall have the meaning

set out in Section 6.2;

“beneficially own,” “beneficial

ownership of,” or “beneficially owning” any securities shall have the meaning set forth in Rule 13d-3

of the rules and regulations under the U.S. Exchange Act; provided, that any Person shall be deemed to beneficially own any

securities that such Person has the right to acquire, whether or not such right is exercisable immediately;

“Board” means the board of

directors of the Company;

“Board Designee” shall have

the meaning set out in Section 5.1(a);

“Board Materials” shall have

the meaning set out in Section 5.2(a);

“Borrowed Debt” means all

obligations, liabilities and indebtedness for borrowed money which would, in accordance with generally accepted accounting principles,

be classified upon a consolidated balance sheet as liabilities, in all cases excluding:

(a) guarantees, sureties, financial assistance,

indemnities, legally binding assurances and comfort letters or other contingent obligations

relating to the indebtedness or other obligations of another Person, including under any

indemnifications, purchase price adjustments or similar provisions of agreements in connection

with acquisitions or investments;

(b) obligations under any operating lease

arrangements that may, under applicable accounting principles, constitute debt or liabilities

from time to time;

as part of the purchase price of real or tangible personal property, whether or not secured

(and any extensions, renewals or refundings of any such obligation);

(d) accounts payable to trade creditors and

accrued liabilities incurred in the ordinary course of business; and

(e) any obligations arising under any royalty

arrangements (whether secured or unsecured) or metal streaming or prepaid commodity purchase

arrangements or any liquidated damages structures contemplated thereunder;

“Business Day” means any day

other than (i) Saturday, Sunday or a statutory holiday when banks are not open in New York, New York or Vancouver, British Columbia,

or (ii) a statutory holiday when banks are not open in Perth, Australia;

“Call Option” has the meaning

set out in the definition of Concurrent South32 Sale;

“Canadian Securities Regulators”

means the applicable securities commission or securities regulatory authority in each of the Reporting Jurisdictions;

“Change of Control” means:

(a) the acquisition, whether directly or indirectly,

by a Person, or any Persons acting jointly or in concert (as determined in accordance with

the U.S. Exchange Act and the rules and regulations thereunder) of voting securities

of the Company which, together with any other voting securities of the Company held by such

Person or Persons, constitute, in the aggregate, more than 50% of all outstanding voting

securities of the Company;

(b) an amalgamation, arrangement or other

form of business combination of the Company with another Person which results in the holders

of voting securities of that other Person holding, in the aggregate, 50% or more of all outstanding

voting securities of the Company (including a merged or successor company) resulting from

the business combination; or

substantially all of the direct or indirect property of the Company to another Person, or

other than in the ordinary course of business of the Company.

“Closing” means the closing

of the purchase and sale of the Units;

“Closing Date” shall have

the meaning set out in Section 4.1;

“Commission” shall mean the

U.S. Securities and Exchange Commission;

“Common Shares” means the

common shares in the capital of the Company;

“Common Share Equivalents”

means any securities of the Company that would entitle the holder thereof to acquire at any time Common Shares, including, without limitation,

any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable

for, or otherwise entitles the holder thereof to receive, Common Shares, including Equity Awards;

“Company” shall have the meaning

set out in the recitals hereto;

“Company Affiliate” means

each director, executive officer or Subsidiary of the Company;

“Company Reports” shall have

the meaning set out in Section 3.1(u);

“Concurrent South32 Sale”

means the sale by South32 to the Investor of (i) 8,215,570 Common Shares of the Company for aggregate consideration of $17,827,785.90;

and (ii) a 10-year call option (the "Call Option") to acquire 6,161,678 Common Shares of the Company for an aggregate

amount of $1.00, at a strike price of $0.01 per Common Share, which Call Option shall not be exercisable unless and until the earlier

of (a) the determination that the AAP Completion Date has occurred or (b) a Change of Control of the Company, in each case,

pursuant to terms and conditions set forth in the South32 Transaction Agreement;

“Control” (including, with

correlative meaning, the terms “Controlled by” and “under common Control with”), as used with respect to any

Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of

such Person, whether through the ownership of voting securities, by contract or otherwise.

“Cooperation Agreement” means

the cooperation agreement, of even date herewith, among NovaCopper US Inc., South32 USA Exploration Inc., Ambler Metals and the Investor

in form and substance satisfactory to the parties thereto;

“Effective Date” has the meaning

set out on the preamble;

“Environmental Laws” has the

meaning set out in Section 3.1(vv);

“Evaluation Date” shall have

the meaning set out in Section 3.1(bbb);

“Engineering Firm” means the

lead engineering firm for the construction of Phase 1 of the Ambler Access Project, or if such engineering firm is not willing or able

to determine the completion of the Ambler Access Project, an engineering firm mutually acceptable to Ambler Metals and the Investor;

“Exchange” means each of the

NYSE American and the Toronto Stock Exchange and each successor thereto (together, the “Exchanges”);

“Equity Awards” means the

equity incentive awards issued by the Company, from time to time, pursuant to the Plans;

“Financial Statements” shall

have the meaning set out in Section 3.1(v);

“Form 45-106F1” means

Form 45-106 to National Instrument 45-106 – Prospectus Exemptions;

“GAAP” shall have the meaning

set out in Section 3.1(v);

“GDPR” shall have the meaning

set out in Section 3.1(iii);

“Governmental Authority” means

any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of

any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental

or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental

division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and

any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining

to government and any executive official thereof;

“Investor” shall have the

meaning set out in the recitals hereto;

“Investor Participation Rights Agreement”

means the participation rights agreement to be entered in to between the Company and the Investor on the Closing Date, substantially

in the form appended hereto as Schedule C;

“IT Systems and Data” shall

have the meaning set out in Section 3.1(hhh);

“Liens” means a lien, charge,

pledge, security interest, encumbrance, right of first refusal, pre-emptive right or other restriction;

“LLC Agreement” means Amended

and Restated Limited Liability Company Agreement, dated February 11, 2020 between South32 USA Exploration Inc., NovaCopper US Inc.

and Ambler Metals;

“Material Adverse Effect”

shall mean any of: (i) a material adverse effect on the legality, validity or enforceability of the Transaction Documents, (ii) a

material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company

and the Subsidiaries, taken as a whole, (iii) a material adverse effect on the results of operations, assets, business, prospects

or condition (financial or otherwise) of Ambler Metals and its subsidiaries, taken as a whole or (iv) a material adverse effect

on the Company’s ability to perform in any material respect on a timely basis its obligations under the Transaction Documents.

“Material Properties” means

the mineral properties described in the Company Reports as the Upper Kobuk mineral projects located in the Ambler Mining District in

Northwest Alaska, United States;

“Money Laundering Laws” shall

have the meaning set out in Section 3.1(jjj);

“NI 43-101” shall have the

meaning set forth in Section 3.1(ff);

“NI 51-102” means National

Instrument 51-102 – Continuous Disclosure Obligations;

“Observer” shall have the

meaning set out in Section 5.2(a);

“OFAC” has the meaning set

out in Section 3.1(uu);

“Offering” means the issuance

and sale of Units by the Company for the Purchase Price;

“Person” means any individual,

partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without share capital, body corporate,

unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or Governmental

Authority or entity, however designated or constituted;

“Personal Data” shall have

the meaning set out in Section 3.1(iii);

“Plans” means the Company’s

2012 Equity Incentive Plan, Restricted Share Unit Plan, Non-Executive Director Deferred Share Unit Plan and a Non-Executive Directors

Fixed Deferred Share Unit Plan;

“Policies” shall have the

meaning set out in Section 3.1(iii);

“Privacy Laws” shall have

the meaning set out in Section 3.1(iii);

“Proceeding” means any action,

appeal, petition, plea, charge, complaint, claim, suit, demand, litigation, arbitration, mediation, hearing, inquiry, investigation,

legal or administrative proceeding or other similar event, occurrence or proceeding;

“Project” means the Upper

Kobuk Mineral Projects located in the Ambler Mining District in Northwest Alaska, United States;

“Purchase Price” shall have

the meaning set out in the recitals hereto;

“Purchase Price Allocation”

shall have the meaning set out in Section 2.1;

“QA/QC” shall have the meaning

set out in Section 3.1(hh);

“Registration Rights Agreement”

means the registration rights agreement to be entered in to between the Company and the Investor on the Closing Date, substantially in

the form appended hereto as Schedule D;

“Reporting Jurisdictions”

means all of the jurisdictions in Canada in which the Company is a “reporting issuer;”

“Restricted Entity”

means any Person that is, or is majority-owned or Controlled, directly or indirectly, by, (i) a Person then appearing upon

the “Denied Persons List,” the “Entity List,” or the “Unverified List,” as maintained by the U.S.

Department of Commerce; (ii) a Person on the U.S. Office of Foreign Assets Control “Specially Designated Nationals and Blocked

Persons List,” the “Sectoral Sanctions Identifications List,” the “Non-SDN Chinese Military-Industrial Complex

Companies List,” the “Foreign Sanctions Evaders List,” or any similar list maintained by a Governmental Authority of

the United States, including Persons resident in embargoed countries, territories, or regions; (iii) a “foreign entity of

concern” as defined by 15 U.S.C. § 4651(8) or 42 U.S.C. § 18741(a)(5) or a “foreign adversary”

as defined by 15 CFR § 791.4; (iv) the government, including any political subdivision, agency, or instrumentality thereof,

or any national, of (a) any country, territory, or region against which the United States maintains comprehensive economic sanctions

or embargos from (as of the date hereof, Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, and

so-called Luhansk People’s Republic regions of Ukraine); (b) The People’s Republic of China or (c) a country determined

to be of risk in accordance with U.S. Department of Energy Order DOE O 486.1A(5)(d) (https://www.energy.gov/science/countries-risk);

(v) a Person that the Company knows or reasonably suspects is acting or purporting to act, directly or indirectly, on behalf of,

or a Person (wherever organized, in the case of an entity) majority-owned or Controlled by, any of the Persons listed in sub-clauses

(i)-(iv) above; or (vi) a Person with whom dealings are expressly prohibited on account of any economic sanctions laws, regulations,

or directives, of the United States, if the investment in such Person would cause the Company to be knowingly in violation of such economic

sanctions laws, regulations, or directives. With respect to any Person that is a company with a class of securities registered under

the U.S. Exchange Act (or subject to a comparable non-U.S. reporting regime), for purposes of this definition of Restricted Entity, ownership

does not include passive non-controlling beneficial ownership of less than 10% by any single person or any “group” (as defined

in Section 13(d)(3) of the U.S. Exchange Act and Rule 13d-5 thereunder);

“Securities” means, collectively,

the Units and the Subscription Shares and Warrants comprising the Units;

“S-K 1300” shall have the

meaning set forth in Section 3.1(ff);

“Solvent” is, as to any Person

as of any date of determination, that on such date: (a) the fair value of the assets of such Person is greater than the total amount

of liabilities, including contingent liabilities, of such Person; (b) the present fair saleable value of such Person is not less

than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured;

(c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability

to pay such debts and liabilities as they mature; and (d) such Person is not engaged in a business or a transaction, and is not

about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital.

The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances

existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability;

“South32” means South32 International

Investment Holdings Pty. Ltd.;

“South32 Participation Rights Agreement”

means the Participation Rights Agreement dated December 19, 2017 between South32 and the Company;

“South32 Transaction Agreement”

means the transaction agreement of even date herewith between South32 and the Investor with respect to the Concurrent South32 Sale;

“Subscription Shares” means

the Common Shares forming part of the Units;

“Subsidiaries” means (i) NovaCopper

US Inc., a Delaware corporation wholly-owned by the Company, and (ii) 995 Exploration Inc., a Delaware corporation wholly-owned

by the Company;

“Time of Closing” means 12:00

p.m. New York, New York time (or such later time as the parties hereto agree) on the Closing Date;

“Transactions” means the transactions

contemplated by this Agreement, the South32 Transaction Agreement, the Warrant, the Cooperation Agreement and the Registration Rights

Agreement;

“Transaction Documents” means

this Agreement, the South32 Transaction Agreement, the Cooperation Agreement, the Warrant, the Registration Rights Agreement, the Investor

Participation Rights Agreement, and any other documents or agreements executed in connection with the Transactions;

“TSX” shall have the meaning

set out in Section 3.4;

“TSX Legend” shall have the

meaning set out in Section 3.4;

“U.S. Exchange Act” means

the United States Securities Exchange Act of 1934, as amended;

“U.S. Securities Act” means

the United States Securities Act of 1933, as amended;

“United States” means the

United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“Units” shall have the meaning

set out in the recitals hereto;

“Warrant Certificate” means

the certificates(s) representing the Warrants, substantially in the form appended hereto as Schedule E;

“Warrant Share” means a Common

Share issuable upon exercise of a Warrant; and

“Warrants” means the warrants

forming part of the Units, each full warrant exercisable to acquire a Warrant Share for a period of ten years at an exercise price of

$0.01 provided that such warrant shall not be exercisable unless and until the earlier of (a) the determination by

the Investor that the AAP Completion Date has occurred or (b) a Change of Control of the Company occurs.

1.2            Rules of

Construction

In this Agreement:

(a) the terms “Agreement”,

“this Agreement”, “the Agreement”, “hereto”,

“hereof”, “herein”, “hereby”, “hereunder”

and similar expressions refer to this Agreement in its entirety and not to any particular

provision hereof;

(b) references to an “Article”,

“Section” or “Schedule” followed by a number or letter

refer to the specified Article or Section of or Schedule to this Agreement;

and sections and the insertion of headings are for convenience of reference only and shall

not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only

shall include the plural and vice versa and words importing the use of any gender

shall include all genders;

(e) the word “including”

is deemed to mean “including without limitation”;

(f) the terms “party” and

the “parties” refer to a party or the parties to this Agreement;

(g) any reference to this Agreement means

this Agreement as amended, modified, replaced or supplemented from time to time;

(h) any reference to a statute, regulation

or rule shall be construed to be a reference thereto as the same may from time to time

be amended, re-enacted or replaced, and any reference to a statute shall include any regulations

or rules made thereunder;

(i) unless otherwise indicated, all dollar

amounts refer to United States dollars;

(j) any time period within which a payment

is to be made or any other action is to be taken hereunder shall be calculated excluding

the day on which the period commences and including the day on which the period ends; and

(k) whenever any action is required to be

taken or period of time is to expire on a day other than a Business Day, such action shall

be taken or period shall expire on the next following Business Day.

1.3            Time

of Essence

Time shall be of the essence of this Agreement.

1.4            Governing

Law and Submission to Jurisdiction

(a) This Agreement shall be governed in all

respects by the United States Federal Law, without giving effect to the conflict-of-laws

rules thereof to the extent such rules would require or permit the application

of the Applicable Laws of another jurisdiction. To the extent that United States Federal

Law does not specify the appropriate rule of decision for a particular matter at issue,

it is the intention and agreement of the Parties that the Applicable Laws of the State of

New York (without giving effect to its conflict-of-laws rules) shall be adopted as the governing

rule of decision; provided, that notwithstanding the foregoing, (i) the

procedures and matters necessary for the Transaction and actually required by reason of the

Company being incorporated under the Applicable Laws of Canada, including but not limited

to the procedural requirements for the issuance of the Securities and the actions of the

Board, shall be governed by the Applicable Laws of Canada, and (ii) certain mandatory

provisions in respect of the Applicable Canadian Securities Legislation shall apply irrespective

of the governing law as provided in this Agreement.

(b) The Company agrees to submit to the exclusive

jurisdiction and venue of the federal courts of the Southern District of New York (and its

appellate courts) for any and all civil actions, suits or proceedings arising out of or relating

to this Agreement, the other Transaction Documents or the transactions contemplated hereby

or thereby.

by law, irrevocably agrees to submit itself, for any claim arising from, related to, or in

connection with this Agreement, the other Transaction Documents, or the transactions contemplated

hereby to the jurisdiction of (i) the U.S. Court of Federal Claims (ii) any other

Federal court or tribunal of competent jurisdiction; and (iii) appellate courts from

any of the foregoing.

(d) Each Party hereby irrevocably and unconditionally

waives, to the fullest extent permitted by Applicable Law, and agrees not to assert, by way

of motion or as a defense, counterclaim or otherwise, (i) any objection which it may

now or hereafter have to the laying of venue of any Proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby, (ii) any claim that it is

not personally subject to the jurisdiction of the above-mentioned courts for any reason,

and (iii) any claim that any Proceeding brought in the above-mentioned courts has been

brought in an inconvenient forum or that the venue is improper. Each Party hereto other than

Investor hereby irrevocably and unconditionally waives, to the fullest extent permitted by

Applicable Law, and agrees not to assert, by way of motion or as a defense, counterclaim

or otherwise, that it or its property is exempt or immune from jurisdiction of the above-mentioned

courts or from any legal process commenced in such courts (whether through service of notice,

attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment

or otherwise). Each Party hereto further irrevocably consents to service of process in the

manner provided for notices in Section 6.1. Nothing in this Agreement will affect

the right of any party hereto to serve process in any other manner permitted by any Applicable

Law.

(e) THE PARTIES EACH HEREBY WAIVE, TO THE

FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION

OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED

WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT

OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER

ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT

EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL

BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE

A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES

TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

1.5            Severability

If any provision of this Agreement is determined

by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall

nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not

affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal

or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original

intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled

to the extent possible.

1.6            Specific

Performance

The Company acknowledges that the rights of the

Investor to consummate the Transactions are unique and recognizes and affirms that in the event of a breach of this Agreement by the

Company, money damages are inadequate and Investor would have no adequate remedy at law. It is accordingly agreed that Investor shall

be entitled to (and the Company shall not oppose on the basis that injunctive relief or specific performance is not available due to

availability of an adequate remedy at law) an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically

the terms and provisions of this Agreement, without the necessity of showing any actual damages or that monetary damages would not afford

an adequate remedy, and without the necessity of posting any bond or other security, this being in addition to any other remedy to which

it is entitled at law or in equity.

1.7            Remedies

Except as otherwise provided herein, no remedy

herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, and each and every remedy shall be

cumulative and shall be in addition to every remedy under this Agreement or now or hereafter existing at law or in equity.

1.8            Entire

Agreement

This Agreement constitutes the entire agreement

between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions,

whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or

implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

1.9            Schedules

and Appendices

The following Schedules are attached to and form

an integral part of this Agreement:

Schedule A

–

Registration

and Delivery Instructions

Schedule B

–

Investor Information

Schedule C

–

Form of Investor Participation

Rights Agreement

Schedule D

–

Form of Registration

Rights Agreement

Schedule E

–

Form of Warrant Certificate

Article 2

PURCHASE OF COMMON SHARES

2.1            Investment

in Company

On the terms and subject to the conditions of

this Agreement, the Investor agrees on the date hereof to subscribe for and purchase from the Company, and the Company agrees to sell

to the Investor, the Units for the Purchase Price.

The Company and the Investor agree that the allocation

of the Purchase Price between the Subscription Shares and the Warrants (the “Purchase Price Allocation”) shall be

$17,827,686.90 to the Subscription Shares and $100.00 to the Warrants, except as and where otherwise required by applicable rules and

regulations, including generally accepted accounting principles in the context of the Company’s audited consolidated financial

statements. The Company shall deliver written confirmation of such Purchase Price Allocation to the Investor within a reasonable period

following the Closing Date.

2.2            Use

of Proceeds

The Company covenants and agrees that the proceeds

of the Offering will be invested by the Company into Ambler Metals to be spent by Ambler Metals on the Project.

Article 3

REPRESENTATIONS AND WARRANTIES

3.1            Representations

and Warranties of the Company

The Company hereby represents and warrants to

the Investor as of the date hereof that:

(a) the Company is a company existing under

the laws of British Columbia, is current and up to date with all material filings required

to be made under the laws of its jurisdiction of incorporation to maintain its corporate

existence and has all requisite corporate power to carry on its business as now conducted

and to own, lease or operate its property, and no steps or proceedings have been taken by

any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;

(b) NovaCopper US Inc. is a wholly-owned Subsidiary

of the Company and is a company existing under the laws of the State of Delaware, is current

and up to date with all material filings required to be made under the laws of its jurisdiction

of incorporation to maintain its corporate existence and has all requisite corporate power

to carry on its business as now conducted and to own, lease or operate its property, and

no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring

or authorizing its dissolution or winding up;

50% of Ambler Metals, free and clear of any Liens, other than pursuant to the LLC Agreement;

(d) the Company is not a Restricted Entity

nor is it Controlled by a Restricted Entity;

(e) none of the members of the Board of Directors

of the Company nor any Executive Officer of the Company, within the meaning of Rule 3b-7

promulgated pursuant to the U.S. Exchange Act, is a Restricted Entity, is majority-owned

or Controlled, directly or indirectly, by a Restricted Entity, or is acting on behalf of

a Restricted Entity;

(f) no broker, finder or investment banker

is entitled to any financial advisory, brokerage, finder’s or other fee or commission

in connection with this Agreement or the Transactions based upon arrangements made by or

on behalf of the Company or any of its Subsidiaries for which Investor could have any liability;

(g) other than as required by the Exchanges

and pursuant to the South32 Participation Rights Agreement, the Company is not required to

obtain any consent, waiver, authorization or order of, give any notice to, or make any filing

or registration with, any court or other federal, state, local or other Governmental Authority

or other Person in connection with the execution, delivery and performance by the Company

of this Agreement, the Warrant or the Transactions;

(h) the Company has the corporate power and

authority to enter into this Agreement and the Warrant Certificate and to perform the transactions

contemplated hereby and thereby and the issuance and sale by the Company of the Subscription

Shares and the Warrants and the issuance of Common Shares upon the due exercise of the Warrants

have been authorized by all necessary corporate action of the Company, and this Agreement

has been, and the Warrant Certificate will at the Time of Closing have been, executed and

delivered by the Company and this Agreement is, and the Warrant Certificate will upon execution

and delivery in accordance with the terms hereof and thereof be, valid and binding obligations

of the Company enforceable against the Company in accordance with their respective terms,

subject to the qualifications that such enforceability may be limited by bankruptcy, insolvency,

reorganization, liquidation, dissolution or other laws of general application relating to

or affecting the rights of creditors and that equitable remedies, including specific performance,

are discretionary and may not be ordered;

(i) the authorized capital of the Company

consists of an unlimited number of Common Shares. At the close of business on July 30,

2026 (the “Capitalization Date”) (i) 172,745,639 Common Shares were

issued and outstanding, and (ii) nil Common Shares were reserved and available for issuance

pursuant to nil. Since the Capitalization Date through the date of this Agreement, the Company

has not issued any securities or established a record date for, declared, set aside for payment

or paid any dividend on, or made any other distribution in respect of, any shares of the

Company's share capital, other than, in each case, pursuant to the vesting or exercise of

any equity awards outstanding as of the Capitalization Date;

(j) each of the execution and delivery of

this Agreement and the Warrant Certificate, the performance by the Company of its obligations

hereunder or thereunder, the issue and sale of Subscription Shares and the Warrants (and

the issuance of Common Shares upon the due exercise thereof) hereunder and the consummation

of the transactions contemplated hereby and thereby, respectively, do not and will not conflict

with or result in a breach or violation of any of the terms or provisions of, or constitute

a default under (whether after notice or lapse of time or both), (A) any statute, rule or

regulation applicable to the Company, including applicable securities laws; (B) the

constating documents of the Company or any resolutions passed by the board of directors or

shareholders of the Company which are in effect at the date hereof; or (C) any judgment,

decree or order binding the Company or the property or assets of the Company;

(k) all necessary corporate action has been

taken by the Company to authorize the issuance of the Subscription Shares and to create,

authorize and issue the Warrants and to reserve the Common Shares issuable upon exercise

of the Warrants;

(l) when issued and delivered by the Company

pursuant to this Agreement, against payment of the Purchase Price, the Subscription Shares

will be validly issued as fully paid and non-assessable Common Shares of the Company;

(m) upon valid exercise of the Warrants in

accordance with their terms, including payment of the exercise price, the Common Shares underlying

the Warrants will be validly issued as fully paid and non-assessable Common Shares of the

Company;

(n) at the Time of Closing, the form of certificate

representing the Subscription Shares will be in proper form under the laws of British Columbia

and the federal laws applicable therein, the Warrant Certificate will be in proper form under

the United States Federal Law and Applicable Laws of Canada, and in each case will comply

with the requirements of the Exchanges and will not conflict with the constating documents

of the Company;

(o) the issued and outstanding Common Shares

are listed on the Exchanges and the Company is not in default of its listing requirements

on the Exchanges;

(p) the Company has, or will have at the Time

of Closing, received the conditional approval of the TSX to the listing of the Subscription

Shares and the Warrant Shares for trading on the TSX, subject only to satisfaction by the

Company of customary post-closing conditions imposed by the Exchange for such conditional

approval;

(q) the Company has, or will have at the Time

of Closing, received the necessary approval of the NYSE American to the listing of the Subscription

Shares and the Warrant Shares for trading on the NYSE American, subject only to satisfaction

by the Company of customary post-closing conditions imposed by the Exchange for such approval;

(r) no shareholder approval is required to

be obtained by the Company in connection with the transactions contemplated herein;

(s) the Company owns, directly or indirectly,

all of the capital stock or other equity interests of each Subsidiary, free and clear of

any Liens, and all of the issued and outstanding shares of capital stock or other equity

interest of each such Subsidiary are validly issued and are fully paid, non-assessable and

free of preemptive and similar rights to subscribe for or purchase securities;

(t) the Company is a reporting issuer in the

Reporting Jurisdictions and on the Closing Date will have been a reporting issuer in such

provinces and territories for at least four months. The Company is not included on a list

of reporting issuers in default maintained by any of the Canadian Securities Regulators of

the Reporting Jurisdictions;

(u) since December 1, 2023, the Company

has timely filed (subject to any permitted extension) all reports, registrations, documents,

filings, statements and submissions, together with any amendments thereto, that it was required

to file with the Commission under the U.S. Securities Act or the U.S. Exchange Act, and as

required to be filed in accordance with Applicable Canadian Securities Legislation (the foregoing,

collectively, the “Company Reports”). As of their respective dates of

filing, the Company Reports complied in all material respects with the U.S. Securities Act,

the U.S. Exchange Act and Applicable Canadian Securities Legislation, as applicable. Each

Company Report, as of its date, (A) did not contain an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements made therein,

in light of the circumstances under which they were made, not misleading, and (B) complied

as to form in all material respects with the applicable requirements of the U.S. Securities

Act, the U.S. Exchange Act and Applicable Canadian Securities Legislation;

(v) as of the date of this Agreement, there

are no outstanding or unresolved comments received from any Canadian Securities Regulators

with respect to the Company’s public disclosure record and, to the knowledge of the

Company, no part of the Canadian public disclosure record is the subject of an ongoing review

by any Canadian Securities Regulators;

(w) as of the date of this Agreement, the

Company is an “SEC issuer” as that term is defined in NI 51-102;

(x) the audited consolidated financial statements

of the Company for the year ended November 30, 2025 and the unaudited interim condensed

consolidated financial statements of the Company included in the Company Reports, including

the notes to such statements and the related auditors’ report on such statements, as

applicable (the “Financial Statements”) (i) present fairly, in all

material respects, the financial position of the Company on a consolidated basis and the

statements of operations, retained earnings, cash flow from operations and changes in financial

information of the Company on a consolidated basis for the periods specified in such Financial

Statements; (ii) have been prepared in conformity with generally accepted accounting

principles (“GAAP”) in the United States applied on a consistent basis

throughout the periods involved; and (iii) do not contain any misrepresentation, with

respect to the period covered by the Financial Statements;

(y) the accountants who reported on and certified

the Financial Statements are independent chartered accountants with respect to the Company

within the meaning of Applicable Canadian Securities Legislation and independent public accountants

within the meaning of U.S. Securities Laws and the applicable rules and regulations

adopted by the Public Company Accounting Oversight Board (United States);

(z) there has not been a “reportable

event” (within the meaning of NI 51-102) with the present auditors of the Company and

the auditors of the Company have not provided any material comments or recommendations to

the Company regarding its accounting policies, internal control systems or other accounting

or financial practices that have not been implemented by the Company;

(aa) the Company has not issued any capital

stock since its most recently filed periodic report under the U.S. Exchange Act, other than

pursuant to the exercise or settlement of Equity Awards, the issuance of Common Shares pursuant

to the Plans and pursuant to the conversion and/or exercise of Common Share Equivalents outstanding

as of the date of the most recently filed periodic report under the U.S. Exchange Act. No

Person has any right of first refusal, preemptive right, right of participation, or any similar

right to participate in the Transaction, except for participation rights pursuant to the

South32 Participation Rights Agreement which were waived. Other than pursuant to the South32

Participation Rights Agreement, the ATM Program and the outstanding Equity Awards there are

no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any

character whatsoever relating to, or securities, rights or obligations convertible into or

exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire,

any Common Shares or the capital stock of any Subsidiary, or contracts, commitments, understandings

or arrangements by which the Company or any Subsidiary is or may become bound to issue additional

Common Shares or Common Share Equivalents or capital stock of any Subsidiary. The issuance

and sale of the Securities will not obligate the Company or any Subsidiary to issue Common

Shares or other securities to any Person (other than the Investor). Other than the outstanding

Equity Awards, there are no outstanding securities or instruments of the Company or any Subsidiary

with any provision that adjusts the exercise, conversion, exchange or reset price of such

security or instrument upon an issuance of securities by the Company or any Subsidiary. There

are no outstanding securities or instruments of the Company or any Subsidiary that contain

any redemption or similar provisions, and there are no contracts, commitments, understandings

or arrangements by which the Company or any Subsidiary is or may become bound to redeem a

security of the Company or such Subsidiary. Other than the outstanding Equity Awards, the

Company does not have any stock appreciation rights or “phantom stock” plans

or agreements or any similar plan or agreement. All of the outstanding shares of capital

stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have

been issued in compliance with all applicable securities laws, and none of such outstanding

shares was issued in violation of any preemptive rights or similar rights to subscribe for

or purchase securities. There are no stockholders agreements, voting agreements or other

similar agreements with respect to the Company’s capital stock to which the Company

is a party or, to the knowledge of the Company, between or among any of the Company’s

stockholders;

(bb) the Company and its Subsidiaries, on

a consolidated basis and taken as a whole, are Solvent;

(cc) neither the Company nor any Subsidiary

thereof is an “investment company” as defined in, or subject to regulation under,

the Investment Company Act of 1940;

(dd) since the date of the latest audited

financial statements included within the Company Reports, (i) there has been no event,

occurrence or development that has had or that could reasonably be expected to result in

a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary

course of business consistent with past practice and (B) liabilities not required to

be reflected in the Company’s financial statements pursuant to GAAP or disclosed in

filings made with the Commission, (iii) the Company has not altered its method of accounting,

(iv) the Company has not declared or made any dividend or distribution of cash or other

property to its stockholders or purchased, redeemed or made any agreements to purchase or

redeem any shares of its capital stock and (v) the Company has not issued any equity

securities to any officer, director or Company Affiliate, except pursuant to existing Company

stock option plans. Except for the issuance of the securities contemplated by this Agreement,

no event, liability, fact, circumstance, occurrence or development has occurred or exists

or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries

or their respective businesses, prospects, properties, operations, assets or financial condition

that would be required to be disclosed by the Company under applicable securities laws at

the time this representation is made or deemed made that has not been publicly disclosed

at least 1 Business Day prior to the date that this representation is made;

(ee) the Company’s only subsidiaries

are the Subsidiaries. Each of the Subsidiaries is an entity incorporated or organized and

existing under the laws of the jurisdiction of formation, is current and up-to-date with

all material filings required to be made and has the requisite corporate power and capacity

to own, lease and operate its properties and to conduct its business as is now carried on

by it or proposed to be carried on by it, in each case as described in the Company Reports,

and is duly qualified to transact business and is in good standing in each jurisdiction in

which such qualification is required, whether by reason of the ownership or leasing of property

or the conduct of business;

(ff) the Company has complied with the requirements

of National Instrument 43-101 – Standards of Disclosure for Mineral Projects

(“NI 43-101”) and Subpart 229.1300 of Regulation S-K – Disclosure

by Registrants Engaged in Mining Operations (“S-K 1300”) in all material

respects, including, but not limited to, the preparation and filing of technical reports

and each of the technical reports filed with respect to the Material Properties accurately

sets forth all material facts relating to the properties that are subject thereto as at the

date of such report and there is no new material scientific or technical information nor

any other fact or circumstance that creates a requirement for updated reports to be filed;

(gg) the information set forth in the Company

Reports relating to the estimates of the mineral resources and reserves of the Material Properties

has been prepared in accordance with Canadian industry standards set forth in NI 43-101 and

Commission rules set forth in S-K 1300 and the method of estimating the mineral resources

and reserves has been verified by “qualified persons” (as such term is defined

in NI 43-101 and S-K 1300) and the information upon which such estimates were based, was,

at the time of delivery thereof, complete and accurate in all material respects and there

have been no material adverse changes to such information since the date of delivery or preparation

thereof;

(hh) the Company and the Subsidiaries apply

a quality assurance program and quality control measures (collectively, the “QA/QC”)

to provide reasonable assurance regarding the precision and accuracy of their assay data.

The Company and the Subsidiaries are not aware of any material weaknesses in the QA/QC and

maintains security measures that are designed to provide assurance in the Company’s

and the Subsidiaries’ sample preparation, sample dispatches, sample security, sample

splitting and reduction, data verification, and testing, assaying and analytical procedures;

(ii) all scientific and technical information

set forth in the Company Reports has been reviewed or will be reviewed by a “qualified

person” as required under NI 43-101 and the Company has made available to the authors

of each of the technical reports filed with respect to the Material Properties, prior to

the issuance of such report, for the purpose of preparing such report, all information available

to the Company and requested by the authors, which information did not contain any misrepresentation

at the time such information was so provided;

(jj) there are no complaints, issues, proceedings,

or discussions, which are ongoing or anticipated which could have the effect of interfering,

delaying or impairing the ability to explore, develop or operate the Material Properties

in a manner that would have a Material Adverse Effect on the Company;

(kk) to the knowledge of the Company, all

activities on the Material Properties have been conducted in all material respects in accordance

with good engineering practices and all applicable workers’ compensation and health

and safety and workplace laws, regulations and policies have been duly complied with in all

material respects on the Material Properties;

(ll) the Company is not aware of any material

land entitlement claims or aboriginal land claims having been asserted or any legal actions

relating to aboriginal or community issues having been instituted with respect to the properties

underlying the Material Properties, and no dispute between the Company and any local, native,

aboriginal or indigenous group exists or, to the knowledge of the Company, is threatened

or imminent that could reasonably be expected to have a Material Adverse Effect;

(mm) except as would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and

the Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals

of, and have made all filings, applications and registrations with, Governmental Authorities

that are required in order to permit them to own or lease the properties and assets that

they presently owned or lease and to carry on their business as presently conducted, and

other than as set forth herein, no other permits, licenses, franchises, authorizations, orders

and approvals are required to be made or obtained by the Company and the Subsidiaries in

connection with the execution, delivery and performance of this Agreement by the Company

and the Subsidiaries and the consummation of the Transactions;

(nn) neither the Company nor any Person acting

on its behalf has taken any action (including any offering of any securities of the Company

under circumstances which would require the integration of such offering with the offering

of the Securities under the U.S. Securities Act, and the rules and regulations of the

Commission promulgated thereunder), which might subject the offering, issuance or sale of

any of the Securities to Investor pursuant to this Agreement to the registration requirements

of the U.S. Securities Act;

(oo) the businesses of the Company and the

Subsidiaries are being conducted in compliance in all material respects with all Applicable

Laws. There are no Proceedings by or against the Company and the Subsidiaries pending (of

which the Company and the Subsidiaries have received notice or otherwise have knowledge)

by or before any Governmental Authority, or, to the Company’s or the Subsidiaries’

knowledge, threatened to be brought by or before any Governmental Authority, that has had

or would reasonably be expected to have a Material Adverse Effect. There is no unsatisfied

order outstanding against or any open injunction binding upon the Company or the Subsidiaries

that has had or would reasonably be expected to have a Material Adverse Effect;

(pp) the Company and the Subsidiaries (i) are,

and at all prior times in the prior three (3) years were, in compliance with any and

all applicable federal, state, local, tribal and foreign laws, rules, regulations, ordinances,

codes, requirements, decisions and orders relating to exploration, mining and related activities

applicable to the Material Properties (collectively, “Mining Laws”); (ii) have

received and are in compliance in all material respects with all permits under applicable

Mining Laws necessary to conduct their businesses as currently conducted; and (iii) have

not received notice of any actual or potential liability under or relating to any Mining

Laws and have no knowledge of any event or condition that would reasonably be expected to

result in any such notice, except, in the case of each of clauses (i), (ii) and (iii) above,

for any such failure to comply, or failure to receive required permits, licenses or approvals,

or cost or liability, as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect;

(qq) no material default exists in the due

performance and observance of any term, covenant or condition of any material license, contract,

indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement

or instrument evidencing an obligation for borrowed money, or any other material agreement

or instrument to which the Company or the Subsidiaries is a party to or as to which any property

of the Company or the Subsidiaries or by which the Company or the Subsidiaries may be bound

or to which any of the properties or assets of the Company or the Subsidiaries are subject;

(rr) there is no Proceeding pending involving

the Company or the Subsidiaries or, to the Company’s and the Subsidiaries’ knowledge,

any executive officer or director which would reasonably be expected to adversely affect

or challenge the legality, validity or enforceability of this Agreement;

(ss) neither the Company nor the Subsidiaries,

nor, to the Company’s or the Subsidiaries’ knowledge, any director, officer,

agent, employee or Company Affiliate of the Company or the Subsidiaries or any other person

acting on behalf of the Company and the Subsidiaries, has, directly or indirectly, (a) given

or agreed to give any money, gift or similar benefit (other than legal price concessions

to customers in the Company or the Subsidiaries’ ordinary course of business) to any

customer, supplier, employee or agent of a customer or supplier, or official or employee

of any governmental agency or instrumentality of any government (domestic or foreign) or

any political party or candidate for office (domestic or foreign) or other person who was,

is, or may be in a position to help or hinder the business of the Company and the Subsidiaries

(or assist it in connection with any actual or proposed transaction) that (i) might

subject the Company or the Subsidiaries to any damage or penalty in any civil, criminal or

governmental litigation or other Proceeding, (ii) if not given in the past, might have

had a Material Adverse Effect, (iii) if not continued in the future, might adversely

affect the assets, business, operations or prospects of the Company and the Subsidiaries,

or (iv) violated or is in violation of any provision of the Foreign Corrupt Practices

Act of 1977, as amended or any applicable non-U.S. anti-bribery statute or regulation; (b) made

any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (c) received

notice of any investigation, inquiry, or other Proceeding by any Governmental Authority regarding

any of the matters in clauses (a) or (b) above; and the Company and the Subsidiaries

and, to the knowledge of the Company and the Subsidiaries, the Company’s and the Subsidiaries’

affiliates, have conducted their respective businesses in compliance in all material respects

with applicable anti-bribery laws and have instituted and maintain policies and procedures

designed to ensure, and which are reasonably expected to continue to ensure, continued compliance

therewith. The Company and the Subsidiaries have taken reasonable steps to ensure that its

accounting controls and procedures are sufficient to cause the Company and the Subsidiaries

to comply in all material respects with applicable anti-bribery laws;

(tt) no material labor dispute with the employees

of the Company or the Subsidiaries currently exists or, to the knowledge of the Company,

is imminent. Neither the Company nor the Subsidiaries is a party to any collective bargaining

agreement and, to the knowledge of the Company, no action has been taken or is contemplated

to organize any employees of the Company or the Subsidiaries.

(uu) neither the Company, nor the Subsidiaries

nor, to the Company’s or Subsidiaries’ knowledge, any director, officer, agent,

employee or Company Affiliate of the Company or the Subsidiaries, or any other person acting

on behalf of the Company or the Subsidiaries, is currently subject to any U.S. sanctions

administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury

(“OFAC”), and the Company and the Subsidiaries will not, directly or indirectly,

use any payments received by them pursuant to this Agreement, or lend, contribute or otherwise

make available such proceeds to any joint venture partner or other person or entity, for

the purpose of unlawfully financing the activities of or business with any person that is

the subject or target of any U.S. sanctions administered by OFAC, or any country or territory

subject to a comprehensive economic sanctions imposed by OFAC;

(vv) the Company and the Subsidiaries are

in compliance with all foreign, federal, state and local Applicable Laws relating to the

use, treatment, storage and disposal of hazardous or toxic substances or waste and protection

of health and safety or the environment which are applicable to their businesses (“Environmental

Laws”), except where the failure to comply would not, singularly or in the aggregate,

result in a Material Adverse Effect. In the Company’s and the Subsidiaries’ ordinary

course of business, the Company and the Subsidiaries conduct periodic reviews of the effect

of Environmental Laws on their respective business and assets, in the course of which they

identify and evaluate any associated costs and liabilities (including, without limitation,

any capital or operating expenditures required for clean-up, closure of properties or compliance

with Environmental Laws or governmental permits issued thereunder, any related constraints

on operating activities and any potential liabilities to third parties). On the basis of

such reviews, the Company and the Subsidiaries have reasonably concluded that such associated

costs and liabilities would not reasonably be expected to result, singularly or in the aggregate,

in a Material Adverse Effect;

(ww) the Company and each Subsidiary thereof

has timely filed all material federal, provincial, state and other tax returns and reports

required to be filed, and has paid all material federal, provincial, state and other taxes,

assessments, fees and other governmental charges levied or imposed upon them or their properties,

income or assets otherwise due and payable, except to the extent such taxes are being contested

in good faith by appropriate proceedings diligently conducted and for which adequate reserves

are being maintained in accordance with GAAP. The Company is not aware of any claims or adjustments

proposed for any of the Company or its Subsidiaries’ prior tax years which could result

in additional material taxes becoming due and payable;

(xx) the Company and its Subsidiaries are

insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as are prudent and customary in the businesses in which the Company and

the Subsidiaries are engaged, including, but not limited to, directors and officers insurance

coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not

be able to renew its existing insurance coverage as and when such coverage expires or to

obtain similar coverage from similar insurers as may be necessary to continue its business

without a significant increase in cost;

(yy) there is no action, suit, inquiry, notice

of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties before

or by any court, arbitrator, governmental or administrative agency or regulatory authority

(federal, state, county, local or foreign) (collectively, an “Action”).

Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been

the subject of any Action involving a claim of violation of or liability under federal, state

or foreign securities laws or a claim of breach of fiduciary duty. There has not been, and

to the knowledge of the Company, there is not pending or contemplated, any investigation

by the Commission or any foreign securities regulator involving the Company or any current

or former director or officer of the Company. The Commission has not issued any stop order

or other order suspending the effectiveness of any registration statement filed by the Company

or any Subsidiary under the U.S. Exchange Act or the U.S. Securities Act;

(zz) the Company and the Subsidiaries have

good and marketable title in fee simple to all real property owned by them and good and marketable

title in all personal property owned by them that is material to the business of the Company

and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens

as do not materially affect the value of such property and do not materially interfere with

the use made and proposed to be made of such property by the Company and the Subsidiaries

and (ii) Liens for the payment of federal, provincial, state or other taxes, for which

appropriate reserves have been made therefor in accordance with GAAP and either (A) the

payment of which is neither delinquent nor subject to penalties or (B) are being contested

in good faith by appropriate proceedings. Any real property and facilities held under lease

by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable

leases with which the Company and the Subsidiaries are in compliance;

(aaa) none of the officers or directors of

the Company and, to the knowledge of the Company, none of the employees of the Company is

presently a party to any transaction with the Company (other than for services or separation

from services as employees, officers and directors), including any contract, agreement or

other arrangement providing for the furnishing of services to or by, providing for rental

of real or personal property to or from, providing for the borrowing of money from or lending

of money to or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee, stockholder, member

or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on

behalf of the Company and (iii) other employee benefits, including Equity Awards under

the Plans;

(bbb) the Company and the Subsidiaries are

in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley

Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable

rules and regulations promulgated by the Commission thereunder that are effective as

of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain

a system of internal accounting controls sufficient to provide reasonable assurance that:

(i) transactions are executed in accordance with management’s general or specific

authorizations, (ii) transactions are recorded as necessary to permit preparation of

financial statements in conformity with GAAP and to maintain asset accountability, (iii) access

to assets is permitted only in accordance with management’s general or specific authorization,

and (iv) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences.

The Company and the Subsidiaries have established disclosure controls and procedures (as

defined in U.S. Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and

the Subsidiaries and designed such disclosure controls and procedures to ensure that information

required to be disclosed by the Company in the reports it files or submits under the U.S.

Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the Commission’s rules and forms. The Company’s certifying officers have

evaluated the Company’s effectiveness of the disclosure controls and procedures of

the Company and the Subsidiaries as of the end of the period covered by the Company’s

most recently filed periodic report under the U.S. Exchange Act (such date, the “Evaluation

Date”). The Company presented in its most recently filed periodic report under

the U.S. Exchange Act the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the Evaluation

Date. Since the Evaluation Date, there have been no changes in the internal control over

financial reporting (as such term is defined in the U.S. Exchange Act) of the Company and

its Subsidiaries that have materially affected, or is reasonably likely to materially affect,

the internal control over financial reporting of the Company and its Subsidiaries;

(ccc) assuming the accuracy of the Investor’s

representations and warranties set forth in Section 3.2, no registration under

the U.S. Securities Act is required for the offer and sale of the Securities by the Company

to the Investor as contemplated hereby;

(ddd) no Person has any right to cause the

Company or any Subsidiary to effect the registration under the U.S. Securities Act or any

foreign securities laws of any securities of the Company or any Subsidiary;

(eee) the Common Shares are registered pursuant

to Section 12(b) or 12(g) of the U.S. Exchange Act, and the Company has taken

no action designed to, or which to its knowledge is likely to have the effect of, terminating

the registration of the Common Shares under the U.S. Exchange Act nor has the Company received

any notification that the Commission is contemplating terminating such registration. The

Company has not, in the twelve (12) months preceding the date hereof, received notice from

any Exchange on which the Common Shares are or have been listed or quoted to the effect that

the Company is not in compliance with the listing or maintenance requirements of such Exchange.

The Company is, and has no reason to believe that it will not in the foreseeable future continue

to be, in compliance with all such listing and maintenance requirements. The Common Shares

are currently eligible for electronic transfer through the Depository Trust Company or another

established clearing corporation and the Company is current in payment of the fees to the

Depository Trust Company (or such other established clearing corporation) in connection with

such electronic transfer;

(fff) neither the Company nor any Person acting

on behalf of the Company has offered or sold any of the Securities by any form of general

solicitation or general advertising. The Company has offered the Securities for sale only

to the Investor;

(ggg) the Company’s accounting firm

is set forth in the Company Reports. To the knowledge and belief of the Company, such accounting

firm (i) is a registered public accounting firm as required by the U.S. Exchange Act

and (ii) shall express its opinion with respect to the financial statements to be included

in the Company’s Annual Report for the next fiscal year;

(hhh) (i) there has been no material

security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s

information technology and computer systems, networks, hardware, software, data (including

the data of its respective customers, employees, suppliers, vendors and any third party data

maintained by or on behalf of it), equipment or technology (collectively, “IT Systems

and Data”) and (y) the Company and the Subsidiaries have not been notified

of, and has no knowledge of any event or condition that would reasonably be expected to result

in, any security breach or other compromise to its IT Systems and Data; (ii) the Company

and the Subsidiaries are presently in compliance in all material respects with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating

to the privacy and security of IT Systems and Data and to the protection of such IT Systems

and Data from unauthorized use, access, misappropriation or modification, except as would

not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company

and the Subsidiaries have implemented and at all times during the last year maintained commercially

reasonable safeguards to maintain and protect its material confidential information and the

integrity, continuous operation, redundancy and security of all IT Systems and Data; and

(iv) the Company and the Subsidiaries have implemented backup and disaster recovery

technology consistent with industry standards and practices;

(iii) (i) the Company and the Subsidiaries

are, and at all times during the last three (3) years were, in compliance in all material

respects with all applicable state, federal and foreign data privacy and security laws and

regulations, including, without limitation and to the extent applicable to Company, the European

Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively,

“Privacy Laws”); (ii) the Company and the Subsidiaries have in place,

materially comply with, and take appropriate steps reasonably designed to ensure compliance

with their policies and procedures relating to data privacy and security and the collection,

storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the

“Policies”); (iii) to the extent required by Privacy Laws, the Company

provides and/or makes available accurate notice of its collection, storage, use, disclosure,

handling and analysis of Personal Data to its customers, employees, third party vendors and

representatives as required by the Privacy Laws. “Personal Data”

means (i) a natural person’s name, street address, telephone number, email address,

photograph, social security number, bank information, or customer or account number; (ii) any

information which would qualify as “personally identifying information” under

the Federal Trade Commission Act, as amended; (iii) “personal data” as defined

by GDPR; and (iv) any other piece of information that allows the identification of such

natural person, or his or her family, or permits the collection or analysis of any identifiable

data related to an identified person’s health or sexual orientation. To the knowledge

of Company, (i) None of such disclosures made or contained in any of the Policies have

been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the

execution, delivery and performance of this Agreement will not result in a breach of any

Privacy Laws or Policies. Neither the Company nor the Subsidiaries (i) to the

knowledge of the Company, has received written notice of any actual or potential liability

of the Company or the Subsidiaries under, or actual or potential violation by the Company

or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying

for, in whole or in part, any investigation, remediation or other corrective action pursuant

to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party

to any order, decree, or agreement by or with any court or arbitrator or governmental or

regulatory authority that imposed any obligation or liability under any Privacy Law;

(jjj) the operations of the Company and its

Subsidiaries are and have been conducted at all times in compliance with applicable financial

record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, applicable money laundering statutes and applicable rules and

regulations thereunder (collectively, the “Money Laundering Laws”), and

no Action or Proceeding by or before any court or governmental agency, authority or body

or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering

Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened;

(kkk) with respect to the Securities to be

offered and sold hereunder in reliance on Rule 506 under the U.S. Securities Act, none

of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,

any beneficial owner of 20% or more of the Company's outstanding voting equity securities,

calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405

under the U.S. Securities Act) connected with the Company in any capacity at the time of

sale (each, an “Issuer Covered Person”) is subject to any of the 'Bad

Actor' disqualifications described in Rule 506(d)(1)(i) to (viii) under the

U.S. Securities Act (a “Disqualification Event”), except for a Disqualification

Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable

care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

The Company has complied, to the extent applicable, with its disclosure obligations under

Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder;

(lll) any final judgment for a fixed or determined

sum of money rendered by any U.S. federal court located in the State of New York having jurisdiction

under its own laws in respect of any suit, action or proceeding against the Company based

upon this Agreement would be declared enforceable against the Company by the courts of British

Columbia or Canada, without reconsideration or re-examination of the merits; and

(mmm) the Company has irrevocably submitted

to the personal jurisdiction of the United States District Court for the Southern District

of New York and has validly and irrevocably waived any objection to the laying of venue of

any suit, action or proceeding brought in such court.

3.2            Representations

and Warranties of the Investor

The Investor represents, warrants and covenants

to the Company (and acknowledges that the Company and its counsel, are relying thereon) that both at the date hereof and at the Time

of Closing:

(a) it is not resident in any province or

territory of Canada;

(b) it is purchasing the Securities as principal

and it acknowledges that the certificate(s) representing the Securities will be endorsed

with legends stating that the Securities will be subject to restrictions on resale in accordance

with Applicable Canadian Securities Legislation;

in business and financial matters so as to be capable of evaluating the merits and risks

of acquiring the Securities, including the risk that the Investor could lose the entire value

of the Securities, and has so evaluated the merits and risks of such acquisition;

(d) it has not become aware of any advertisement

in printed media of general and regular paid circulation (or other printed public media),

radio, television or telecommunications or other form of advertisement (including electronic

display and the internet) with respect to the distribution of the Securities;

(e) it understands that the Securities have

not been registered under the U.S. Securities Act and are being offered for sale only on

a “private placement” basis in reliance upon the exemption from registration

under the U.S. Securities Act afforded by Section 4(a)(2), and it is purchasing the

Securities as principal for its own account, not for the benefit of any other Person, for

investment only and not with a view to the resale or distribution, directly or indirectly,

of all or any of the Securities, in violation of the U.S. Securities Act;

(f) it understands the Warrants may not be

exercised unless exemptions are available from the registration requirements of the U.S.

Securities Act and the securities laws of all applicable states;

(g) other than the representations and warranties

of the Investor set forth in Section 3.2, neither the Investor nor any other

Person makes any representation or warranty, expressed or implied, as to the accuracy or

completeness of the information provided or to be provided to the Company by or on behalf

of the Investor with respect to the purchase of the Securities contemplated hereby, and,

except for such representations or warranties in Section 3.2, nothing contained

in any documents provided or statements made by or on behalf of the Investor to the Company

is, or shall be relied upon as, a promise or representation by the Investor or any other

Person that any such information is accurate or complete with respect to such purchase of

the Securities.

3.3            Survival

of Representations and Warranties

All representations and warranties contained

herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless

of any investigation made by the Company or the Investor or on behalf of any of them.

3.4            Legends

The Investor acknowledges that the certificates

representing the Securities (and the common shares issuable upon exercise of the Warrants, if required) will bear legends in substantially

the following form and with the necessary information inserted:

“UNLESS PERMITTED UNDER APPLICABLE

SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2026” [the date which is four

months and one day after the Closing Date will be inserted]

“THESE SECURITIES HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE

SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE

STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.”

[US LEGEND FOR WARRANT] “THE

SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

(THE “ACT”) OR UNDER ANY SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,

PLEDGED OR HYPOTHECATED, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION

REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY

TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES

LAWS.”

and also acknowledges that the certificates representing

the Securities may bear a legend in substantially the following form and with the necessary information inserted if required by the policies

of the Exchange (such legend, the “TSX Legend”):

“THE [SHARES UNDERLYING THE WARRANTS

/ SECURITIES] REPRESENTED BY THIS WARRANT CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE

SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY WARRANT CERTIFICATE

REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

provided that subsequent to the date which is

four months and one day after the Closing Date the certificates representing the Securities may be exchanged for certificates bearing

no TSX Legend.

The Investor also acknowledges that it has been

advised to consult its own independent legal advisor with respect to the applicable resale restrictions; that it is solely responsible

for complying with such restrictions; and that the Company is not responsible for ensuring compliance by the Investor of the applicable

resale restrictions.

Notwithstanding anything to the contrary herein,

the Investor shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of any Warrant Shares until the earlier of (i) the

date that is three (3) years after the AAP Completion Date and (ii) the Additional Improvements Completion Date, in each case

subject to compliance with Applicable Law. The foregoing restriction and the TSX Legend shall be reflected in the Warrant Certificate

and any applicable legends or stop transfer instructions.

Article 4

CLOSING

4.1            Closing

The Closing for the purchase and sale of the

Units shall occur (a) remotely via the electronic exchange of documents and signatures at the Time of Closing on the date that is

one (1) Business Day following the satisfaction or waiver of all conditions set forth in Section 4.2, Section 4.3

and Section 4.4 (other than conditions which, by their nature, are to be satisfied on the Closing Date, but subject to the

satisfaction or waiver of such conditions by the Party or the Parties entitled to the benefit thereof) or (b) such other date and

time as the Parties mutually agree upon in writing (the “Closing Date”).

4.2            Mutual

Conditions to Closing

The obligation of each Party to consummate the

Transactions is subject to the fulfillment of each of the following conditions:

(a) the authorization, continued authorization

and/or reauthorization of relevant authorities by the United States Congress;

(b) the availability of appropriations;

review by the United States federal Governmental Authority and confirmation that there are

no negative findings with respect thereto;

(d) the Investor and South32 shall have consummated

the Concurrent South32 Sale concurrently with the Time of Closing;

(e) the Registration Rights Agreement shall

have been executed by the parties thereto and shall be in full force and effect as of the

Time of Closing;

(f) the Investor Participation Rights Agreement

shall have been executed by the parties thereto and shall be in full force and effect as

of the Time of Closing;

(g) the Exchanges shall have conditionally

approved the transactions contemplated herein, subject only to the delivery of customary

post-closing documentation; and

(h) the Cooperation Agreement shall have been

executed by the parties thereto and shall be in full force and effect as of the Time of Closing.

4.3            Company

Closing Deliveries and Investor Conditions

The Investor’s obligation to purchase the

Units at the Time of Closing shall be subject to the following conditions:

(a) Representation; Covenants.

(i) Each of the representations and warranties

of the Company contained in this Agreement shall be true and correct in all material respects

as and when made and at and as of the Time of Closing as though such representations and

warranties were made at and as of the Time of Closing.

(ii) All covenants, agreements and conditions

of the Company contained in this Agreement to be completed prior to the Time of Closing shall

have been performed or completed in all material respects by the Company.

(b) Delivery of Share Certificate or DRS.

The Investor shall have received at the Time of Closing a share certificate or DRS representing

the Subscription Shares registered in the name of the Investor (or as the Investor may direct),

duly executed and issued by the Company and registered in the share register of the Company

in the name of the Investor (or as the Investor may direct).

have received at the Time of Closing 6,161,678 Warrants registered in the name of the Investor

(or as the Investor may in writing direct), duly executed and issued by the Company.

(d) Restricted Entity. The Investor has received

an officer’s certificate signed by a named executive officer of the Company confirming

that, based on available public filings, the Company is not Controlled by any Restricted

Entities.

4.4            Investor

Closing Deliveries and Company Conditions

The Investor acknowledges and agrees that the

obligations of the Company to sell the Units at the Time of Closing shall be subject to the following conditions:

(a) Representations; Covenants.

(i) Each of the representations and warranties

made by the Investor herein shall be accurate in all material respects as of the Time of

Closing with the same force and effect as if made at and as of the Time of Closing.

(ii) All covenants, agreements and conditions

of the Investor contained in this Agreement to be completed prior to the Time of Closing

shall have been performed or completed in all material respects by the Investor.

(b) Deliveries. The Investor shall deliver,

or cause to be delivered to the Company, payment of the Purchase Price.

4.5            Termination

This Agreement may be terminated by the mutual

written consent of the Investor and the Company.

Article 5

ADDITIONAL COVENANTS

5.1            Board

Nomination Right

(a) Until October 6, 2028, the Investor

shall be entitled, but not obligated, to designate one (1) independent third-party nominee

(the “Board Designee”) for election or appointment to the Board from time

to time and the Board, or a committee thereof, will promptly cause to be appointed, and recommend

for election at each annual meeting of shareholders commencing with the annual meeting to

be held in the year 2027 the Board Designee, if any, selected by the Investor following the

Investor delivering existing members of the Board with the name and biography of such proposed

nominee and discussing the appointment of such nominee in good faith with the Board; provided

however that (i) the Board Designee satisfies the Company’s eligibility criteria

of general application (as determined in good faith by the Board or an authorized committee

thereof) for director candidates, the rules of the Exchanges (or any other stock exchanges

on which the Common Shares may be listed from time to time) and the Act, and (ii) the

Board, or an authorized committee thereof, determines that the Board Designee is “independent”

pursuant to applicable United States and Applicable Canadian Securities Legislation, including

Rule 10A-3, Rule 10C-3 and Rule 16b-3 under the U.S. Exchange Act (collectively,

the “Director Eligibility Criteria”).

(b) Subject to the foregoing, the initial

Board Designee shall be appointed to the Board as promptly as practicable (and in any event

within the later of (i) ten (10) Business Days following receipt of notice of the

identity of such Board Designee, and (ii) the Closing Date).

with written notice (the “Nomination Notice”), promptly, and in any event,

not less than 60 days in advance of the date set for the meeting of shareholders at which

directors are to be elected. The Nomination Notice shall include a request for the identification

of the Board Designee and the detailed information required to be included in an information

circular with respect to the appointment of any Board Designee. The Investor shall be required

to, not later than forty-five (45) days in advance of the date set for a meeting of shareholders

of which the Investor is notified pursuant to a Nomination Notice, provide the Company with

written notice of the identity and particulars requested in the Nomination Notice. If the

Investor does not advise the Company of the identity of the Board Designee at least forty-five

(45) days prior to the date set for the meeting of shareholders at which directors are to

be elected (for any reason other than failure by the Company to provide the Investor with

the Nomination Notice within the period prescribed above), then the Investor will be deemed

to have nominated the incumbent Board Designee, or if there is no incumbent Board Designee,

no nominee.

(d) The Company shall endorse and recommend

each Board Designee for election to the Board and shall vote any shares in respect of which

management is granted a discretionary proxy in favor of the election of such Board Designee

to the Board at every such meeting. If any Board Designee nominated by the Investor is not

validly elected at a meeting of the shareholders of the Company, the Company shall promptly

cause to be appointed a replacement Board Designee nominated by the Investor who satisfies

the Director Eligibility Criteria.

(e) The Investor acknowledges that any appointment

to the Board must be ratified annually by a shareholder vote at the Company’s annual

general or special meetings of shareholders.

(f) So long as the Board Designee serves as

a member of the Board, such Board Designee shall be entitled to serve on all of the committees

of the Board provided that such Board Designee satisfies the eligibility criteria for such

committee, also including with regard to committee independence requirements. Without limiting

the foregoing, the Company shall appoint the Board Designee to the Audit Committee and any

technical, reserves or similar committee of the Board, in each case to the extent permitted

by Applicable Law and stock exchange independence requirements.

(g) If a Board Designee ceases to be a director

of the Company for any reason, the Investor shall nominate another Board Designee to fill

the vacancy thereby created, and as soon as reasonably possible following that nomination,

the Company shall fill the vacancy by electing or appointing that nominee as a director;

provided however that the Board Designee meets the Director Eligibility Criteria.

(h) In the event that the Company determines

that any Board Designee (i) is not qualified under any Applicable Law to serve as a

director of the Company, (ii) fails to comply with the Company’s corporate governance

policies, Code of Business Conduct and Ethics or Majority Voting Policy; the Company will

provide to the Investor written notice of its determination together with the grounds for

such determination. In such an event, the Investor shall cause the Board Designee to resign

(if he or she is still serving as a director) following which the Investor shall be entitled

to select another individual as a replacement Board Designee and, so long as such individual

meets the Director Eligibility Criteria, the Company shall cause such replacement Board Designee

to be elected or appointed as a director as soon as reasonably practicable (it being acknowledged

that any such appointment may be reasonably delayed in the event that the Company has already

mailed an information circular in respect of a shareholder meeting at which directors are

to be elected).

(i) Each Board Designee shall be entitled

to the benefit of any directors’ liability insurance or indemnities to which the other

directors of the Company are entitled or have the benefit thereof.

(j) Each Board Designee shall be entitled

to compensation consistent with the compensation received by other non-employee independent

members of the Board, including any fees and equity awards, and shall be reimbursed for all

reasonable expenses related to its service on the Board on a basis that is consistent with

the Company’s policies for director reimbursement.

(k) The Company covenants and agrees that

it shall immediately remove from the Audit Committee and any technical, reserves or similar

committee of the Board, any director who becomes subject to a “Bad Actor” disqualification

as defined under Rule 506(d) of the U.S. Securities Act, or who is formally indicted,

convicted, or subject to a final, non-appealable order or sanction by the Commission or a

court of competent jurisdiction for securities fraud, intentional financial misstatement,

or gross breach of fiduciary duty. The Company shall provide the Investor with written notice

within forty-eight (48) hours after the Company becomes aware of any such indictment, conviction,

order or sanction against any active director.

5.2            Observer

Right

(a) For so long as the Investor beneficially

owns at least 8,000,000 Common Shares (subject to appropriate adjustment for any share splits,

share consolidations, combinations, recapitalizations or other similar events), the Investor

shall be entitled to designate one representative (who may change from time to time upon

thirty (30) days’ written notice to the Company) as an observer (an “Observer”)

to attend all meetings of the Board. The Observer shall have the right to receive notice

of, and review the same information and materials (“Board Materials”)

as are provided to Directors for, such meetings and to speak at such meetings, but shall

not be entitled to vote. The Company shall deliver to the Observer copies of any resolutions

proposed to be adopted by the Board at the same time as such resolutions are circulated to

members of the Board or any committee of the Board. Prior to the Observer attending the first

meeting of the Board, the Investor shall cause the Observer to sign a customary non-disclosure

agreement provided by the Company, provided that any such non-disclosure agreement is reasonable

in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company’s

disclosure and insider trading policies. The Investor shall be liable for any breaches of

the confidentiality and use-restriction provisions set forth in such agreements and acknowledgements

by the Observer. The Observer shall be reimbursed for all reasonable expenses related to

attending all meetings of the Board on a basis that is consistent with the Company’s

policies for Director reimbursement, as if the Observer were a member of the Board. The Observer

shall not be entitled to any other compensation by the Company.

(b) Notwithstanding anything to the contrary

in this Agreement, the Company may exclude the Observer from access to any Board Materials

or from any meeting of the Board or any committee of the Board (or any portion of such meeting)

if the Board concludes that: (i) such exclusion is necessary to preserve the solicitor-client

or litigation privilege between the Company and/or its Company Affiliates and their respective

counsel (provided that any such exclusion shall only apply to such portion of such Board

Materials or meeting which would be required to preserve such privilege); (ii) such

Board Materials or discussion relates to the Company’s or its Company Affiliates’

relationship, contractual or otherwise, with the Investor or its Affiliates or any actual

or potential transactions between or involving the Company or its Company Affiliates and

the Investor or its Affiliates; (iii) such exclusion is necessary to avoid a conflict

of interest or disclosure that is restricted by any agreement to which the Company or any

of its Company Affiliates is a party or otherwise bound; or (iv) such exclusion is necessary

to comply with Applicable Laws; provided, however, that the Observer shall not be excluded

under clause (i) from any discussions, executive sessions, or portions of meetings concerning

(A) the permitting status of or litigation regarding the Ambler Access Project, (B) audits

or assessments of the Company’s mineral resources or reserves, or (C) the Company’s

financial statements or internal controls, unless outside legal counsel provides a written

opinion or otherwise advises that the Observer’s presence would waive the attorney-client

privilege with respect to a specific and active legal claim asserted directly by or against

the United States government or the United States Department of Defense.

5.3            Debt

Covenant

Until the earlier of (i) January 1,

2029 or (ii) any Change of Control, the Company shall not incur any Borrowed Debt in excess of $1,000,000,000 in the aggregate without

the prior written approval of the Investor (such approval not to be unreasonably withheld).

5.4            AAP

Completion Date Notice

Pursuant to the Cooperation Agreement, Ambler

Metals is required to provide prompt written notice to the Investor upon the occurrence of each of the AAP Completion Date and the Additional

Improvements Completion Date, and to use commercially reasonable efforts to obtain a written undertaking from AIDEA and/or the Engineering

Firm to provide prompt written notice directly to the Investor upon the occurrence of each such date. The notice delivered with respect

to each of the AAP Completion Date and the Additional Improvements Completion Date is referred to herein as the “AAP Notice”.

5.5            Restricted

Entity Event

The Parties acknowledge and agree that the definition

of “Restricted Entity Event” and the rights, remedies, restrictions, obligations and consequences arising from or relating

to a Restricted Entity Event are set forth in, and governed exclusively by, the Cooperation Agreement, including any notice provisions,

agreements or covenants set forth therein. The Company shall not take any action the primary purpose of which is to circumvent the operation

of the Restricted Entity Event provisions of the Cooperation Agreement.

5.6            Officer’s

Certificate

(a) For so long as the Investor holds at least

8,165,570 of the issued Common Shares of the Company (subject to appropriate adjustment for

any share split, share consolidation, stock dividend, combination, recapitalization or other

similar event), the Company agrees, from time to time upon request, to:

(i) Promptly provide the Investor a certificate

of a named executive officer of the Company, certifying that the Purchase Price and any funds

provided by the Investor to the Company pursuant to the Transactions have been invested by

the Company pursuant to Section 2.2 herein; and

(ii) Cause a certificate of a named executive

officer of Ambler Metals, certifying that it has contributed funds as set forth in Section 2.2

herein to be delivered to the Investor.

5.7            Information

and Audit Rights

For so long as the Investor beneficially owns

at least 4,107,785 Common Shares of the Company (subject to appropriate adjustment for any share split, share consolidation, stock dividend,

combination, recapitalization or other similar event):

(a) the Company shall provide written notice

to the Investor within forty-eight (48) hours after becoming aware of any new material legal

claim or material development in any existing claim, any inquiry or investigation by the

Commission or other securities regulator, or any bone fide whistleblower complaint relating

to the Company;

(b) the Company shall permit a representative

of the Investor, at the expense of the Company, to visit the principal executive office of

the Company during normal business hours, to discuss the affairs, finances and accounts of

the Company and its Subsidiaries with the Company’s officers, and its independent public

accountants, and to visit the other offices and properties of the Company and each Subsidiary,

all at such reasonable times and as often as may be reasonably requested in writing; and

permit the Investor access to examine all the Company’s and its Subsidiaries’

respective books of account, records, reports and other papers, to make copies or extracts

therefrom, and to discuss their respective affairs, finances and accounts with their respective

officers and independent public accountants (and by this provision the Company authorizes

said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries),

all at such reasonable times and as often as may be reasonably requested in writing.

5.8            Indemnification

(a) The Company shall indemnify, defend and

hold harmless the Investor, its Affiliates and each of their respective officers, directors,

employees, agents and representatives (collectively, the “Investor Indemnitees”)

from and against any and all losses (excluding indirect or consequential losses and lost

profits), damages, liabilities, claims, actions, judgments, settlements, interest, awards,

penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees

and disbursements) that any Investor Indemnitee may suffer or incur arising out of or resulting

from (i) any breach by the Company of any representation, warranty, covenant or agreement

of the Company contained in this Agreement, or (ii) any violation by the Company of

applicable United States federal or state securities laws or Applicable Canadian Securities

Legislation in connection with the Transactions.

(b) The indemnification obligations of the

Company under this Section together with any indemnification obligations of the Company

and its Subsidiaries under the Cooperation Agreement shall be limited to the Purchase Price,

except that such limitation shall not apply to losses arising out of or resulting from fraud,

willful misconduct or intentional misrepresentation.

Company under this Section shall not apply to matters that are the subject of the indemnification

provisions of the Registration Rights Agreement.

5.9            Post-Closing

Filings

The Company undertakes to file, or cause to be

filed, all forms, notices or undertakings required to be filed or delivered by the Company in connection with the issue of the Securities

with the applicable securities regulatory authorities and the Exchanges (including a Form 45-106F1 with the applicable Canadian

Securities Regulators).

5.10          Investor

Notification

The Investor will, upon ten (10) Business

Days notice, provide the Company with details of its beneficial ownership of Common Shares.

5.11          Survival

The covenants of the Company and the Investor

in this Article 5 shall survive the Closing.

Article 6

GENERAL PROVISIONS

6.1            Notices

(a) Any notice or other communication that

is required or permitted to be given hereunder shall be in writing and shall be validly given

delivered in person (including by courier service) or by email as follows:

(i) in the case of the Investor:

United States Department of Defense

The Office of Industrial Base Policy

Assistant Secretary of Defense

Pentagon, Washington, DC 20301

Attention: Deputy Chief of Staff to the Deputy Secretary

of Defense

Email: [redacted]

With a copy to:

McDermott Will & Schulte LLP

2049 Century Park East, Suite 3200

Los Angeles, CA 90067-3206

Attention: Edward Zaelke

Email: [redacted]

(ii) in the case of the Company:

Trilogy Metals Inc.

510 Burrard Street, Suite 901

Vancouver, British Columbia V6C 3A8

Attention:      Elaine Sanders

Email:      [redacted]

(b) Any such notice or other communication

shall be deemed to have been given and received (i) when personally delivered, or delivered

by same-day courier; or (ii) on the fourth business day after mailing by registered

or certified mail, postage prepaid, return receipt requested; or (iii) upon delivery

when sent by nationally recognized prepaid overnight express delivery service (e.g., FedEx,

UPS); or (iv) when sent by email or facsimile and upon the receipt by the sending party

of written confirmation by the receiving party; provided, however, that an automated facsimile

or email confirmation of delivery or read receipt shall not constitute such confirmation.

for service from time to time by giving notice to the other parties in accordance with this

Section 6.1.

6.2            Investor

Acknowledgement

The Investor acknowledges that Company may request

that Investor provide certain information to the Company. Such information is being collected by the Company for the purposes of completing

the Offering, which includes, without limitation, determining the Investor’s eligibility to purchase the Securities under Applicable

Canadian Securities Legislation, preparing and registering certificates representing the Securities to be issued to the Investor and

completing filings required by any stock exchange or securities regulatory authority. The Investor’s information will be included

in closing books prepared in connection with the Offering and may be disclosed by the Company to: (i) stock exchanges and/or securities

regulatory authorities (including the Ontario Securities Commission and the British Columbia Securities Commission (“BCSC”));

(ii) the Company’s registrar and transfer agent; (iii) Canadian tax authorities; (iv) any of the other parties involved

in the Offering, including legal counsel; and (v) other parties subsequent to the Offering, including legal counsel, reviewing closing

books prepared in connection with the Offering. By executing this Agreement, the Investor:

(a) consents to the foregoing collection of

Investor’s information only to the extent any requested documents would otherwise be

subject to disclosure under the Freedom of Information Act, 5. U.S.C. § 552 (FOIA),

(b) consents to the filing of copies or originals

of any of the Investor’s documents delivered in connection with this Agreement as may

be required to be filed with any stock exchange or securities regulatory authority in connection

with the transactions contemplated hereby and expressly consents to the collection, use and

disclosure of the Investor’s information by the Exchanges for the purposes identified

by such exchange, from time to time; and

by the Company that any Investor information delivered in connection with this Agreement

that is required under Form 45-106F1 (i) will be delivered by the Company to the

securities regulatory authority or regulator in the local jurisdiction(s), (ii) is being

collected on behalf of and used by the securities regulatory authority or regulator under

the authority granted in securities legislation for the purposes of the administration and

enforcement of such securities legislation, (iii) will not be placed on the public file

of any securities regulatory authority or regulator and (iv) may be made available if

freedom of information legislation so requires the securities regulatory authority or regulator

to make this information available if requested. The Investor further acknowledge that it

has been informed by the Company that, if the Investor has any questions about the collection

and use of this information, it may contact the securities regulatory authority or regulator

in the local jurisdiction(s) where the report is filed, at the address(es) listed at

the end of Form 45-106F1. The address for the BCSC is:

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

1-604-899-6854

1-800-373-6393

6.3            Expenses

Subject to the obligations of Ambler Metals to

the Investor pursuant to the Cooperation Agreement, the Company will pay for the Investor’s reasonable and documented internal

and external costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein.

The Company shall pay for its own internal and external costs and expenses incurred in connection with the Transactions.

6.4            Further

Assurances

Each of the parties hereto shall, from time to

time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered

all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

6.5            Amendments

No amendment or waiver of any provision of this

Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall

constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless

otherwise expressly provided.

6.6            Assignment

No party may assign any of its rights or benefits

under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties.

6.7            Successors

and Assigns

This Agreement shall inure to the benefit of

and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators

and other legal personal representatives, and permitted assigns.

6.8            No

Partnership

Nothing in this Agreement or in the relationship

of the parties hereto shall be construed as in any sense creating a partnership among the parties or as giving to any party any of the

rights or subjecting any party to any of the creditors of the other parties.

6.9            Counterparts

This Agreement and all documents contemplated

by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (whether by facsimile,

email, DocuSign or other electronic means), with the same effect as if all parties had signed and delivered the same document, and all

counterparts shall be construed together to be an original and will constitute one and the same agreement.

[The remainder of this page has been intentionally

left blank.]

IN WITNESS WHEREOF this Agreement has

been executed by the parties.

TRILOGY

METALS INC.

By:

/s/

Tony Giardini

Name:

Tony

Giardini

Title:

President and Chief Executive

Officer

UNITED

STATES DEPARTMENT OF DEFENSE

By:

/s/

Michael P. Duffey

Name:

Hon. Michael P. Duffey

Title:

Under

Secretary of War for

Acquisition and Sustainment

[Signature Page to Investment

Agreement]

SCHEDULE A

REGISTRATION AND DELIVERY INSTRUCTIONS

Delivery:

Please deliver the certificates representing the Securities to:

Name

Account reference, if applicable

Contact name

Address, including postal

or zip code

Telephone number

Registration: The

certificates representing the Securities which are to be delivered at Closing should be registered as follows:

Name

Account reference, if applicable

Address, including postal

or zip code

Words and terms

herein with the initial letter or letters thereof capitalized and defined in the Investment Agreement shall have the meanings given

to such capitalized words and terms in the Investment Agreement.

SCHEDULE B

INVESTOR INFORMATION

Investor’s Present

Holdings:

The Investor represents that securities

of the Company presently owned (beneficially, directly or indirectly) by the Investor or over which the Investor exercises control

or direction, are as follows (please indicate “nil” if you do not currently own or control any securities of the

Company):

Type

of Securities Presently Owned

Number

or Amount

The

Investor represents that the Investor is ¨ or

is not ¨ (check one) an

insider of the Company (as defined below).

The

Investor represents that the Investor is ¨ or

is not ¨ (check one) a

promoter of the Company (as defined below).

The

Investor represents that the Investor is ¨ or

is not ¨ (check one) a

registrant (as defined below).

“insider” means: (a) a

director or an officer of an issuer; (b) a director or an officer of a person that is itself an insider or a subsidiary of an issuer;

(c) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination

of beneficial ownership of, and control or direction over, directly or indirectly, securities of an issuer carrying more than 10% of

the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of

the percentage held, any securities held by the person as underwriter in the course of a distribution; (d) an issuer that has purchased,

redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security; (e) a person designated

as an insider in an order made under the Securities Act (British Columbia); or (f) a person that is in a prescribed class

of persons;

“promoter” means a person

who (a) acting alone or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing

or substantially reorganizing the business of the issuer, or (b) in connection with the founding, organization or substantial reorganization

of the business of the issuer, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class

of the issuer’s own securities or 10% or more of the proceeds from the sale of a class of the issuer’s own securities of

a particular issue, but does not include a person who (c) receives securities or proceeds referred to in paragraph (b) solely

(i) as underwriting commissions, or (ii) in consideration for property, and (d) does not otherwise take part in founding,

organizing or substantially reorganizing the business; and

“registrant” means a person

registered or required to be registered under the Securities Act (British Columbia).

SCHEDULE C - FORM OF INVESTOR PARTICIPATION

RIGHTS AGREEMENT

SCHEDULE D - FORM OF REGISTRATION RIGHTS

AGREEMENT

SCHEDULE E - FORM OF WARRANT CERTIFICATE

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2624736d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

Execution Version

COOPERATION AGREEMENT

among

THE UNITED STATES DEPARTMENT OF DEFENSE (also

referred to herein as “Department of War” or “Investor”)

- and -

NOVACOPPER US INC., dba TRILOGY METALS US (“Trilogy

US”)

- and -

SOUTH32

USA Exploration Inc. (“South32 USA Exploration”)

- and -

AMBLER METALS LLC (“Ambler Metals”)

AUGUST 28, 2026

WHEREAS South32 USA Exploration is an affiliate

of South32 Limited;

AND WHEREAS Trilogy US is a wholly-owned

subsidiary of Trilogy Metals Inc. (“Trilogy Metals”);

AND WHEREAS South32 USA Exploration and

Trilogy US are equal owners of Ambler Metals;

AND WHEREAS this cooperation agreement

(the “Agreement”) sets out certain understandings and agreements among the parties hereto in connection with the Transactions

(as defined below).

Each of the parties hereto is referred to herein

individually as a “Party” and together as the “Parties”.

1. Definitions

For the purpose of this Agreement the following

words and phrases will have the following meanings:

“AAP Completion Date”

means the earlier to occur of (i) the completion of Phase 1 of the Ambler Access Project in accordance with the Joint Record of Decision

or such other federal permit(s) in place for the Ambler Access Project at the applicable time, as determined by the Engineering Firm

or AIDEA, and (ii) the use by Ambler Metals or its Affiliate of the Ambler Access Project by at least ten (10) trucks within

any ten (10) day period transporting ore concentrate or concentrate;

“Additional Improvements Completion

Date” means completion of both (i) Phase 1 of the Ambler Access Project in accordance with the Joint Record of Decision

or such other federal permit(s) in place for the Ambler Access Project at the applicable time, and (ii) any additional improvements

to Phase 1 as reasonably necessary, including a full-thickness embankment and road widening, to allow the Ambler Access Project to be

used on an all-season basis by trucks capable of transporting ore concentrate with sufficient passing zones to enable overall two-way

traffic, in each case, as determined by the Engineering Firm or AIDEA;

“Affiliate” has the

meaning ascribed to that term in the Trilogy Investment Agreement;

“AIDEA” means the

Alaska Industrial Development and Export Authority;

“Ambler Access Project”

means the proposed 211-mile industrial road from the Dalton Highway to Alaska’s remote Ambler Mining District, a region with significant

deposits of critical minerals, being developed by the AIDEA;

“Applicable Canadian Securities

Legislation” means all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations

under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments,

orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions;

“Applicable Law”

means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes,

regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices

and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event

or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration

or interpretation;

“Business Day” means

any day other than (i) Saturday, Sunday or a statutory holiday when banks are not open in New York, New York or Vancouver, British

Columbia, or (ii) a statutory holiday when banks are not open in Perth, Australia;

“Closing Date” means

the date of the closing of the transactions contemplated by the Trilogy Investment Agreement and the South32 Transaction Agreement.

“Control” (including

its correlative meanings “Controlled by” and “under common Control with”) has the meaning ascribed to that term

in the Trilogy Investment Agreement;

“Disclosure Schedules”

means the Disclosure Schedules delivered by Ambler Metals concurrently with the execution and delivery of this Agreement;

“EAR” means the Export

Administration Regulations (15 C.F.R. Parts 730–774), as administered by the U.S. Department of Commerce's Bureau of Industry and

Security, as the same may be amended, re-enacted or replaced from time to time.

“Effective Date”

means the Closing Date;

“Engineering Firm”

means the lead engineering firm for the construction of Phase 1 of the Ambler Access Project, or if such engineering firm is not willing

or able to determine the completion of the Ambler Access Project, an engineering firm mutually acceptable to Ambler Metals and the Investor;

“Governmental Authority”

means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction

of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental

or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental

division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and

any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining

to government and any executive official thereof;

“Investor Expenses”

means the reasonable and documented (i) third-party fees and expenses incurred by the Investor in connection with the consultants

and advisors engaged by the Investor to conduct legal, tax, corporate, technical, environmental and other due diligence, and (ii) legal

fees incurred by the Investor in connection with the transactions described herein and in the Trilogy Investment Agreement and the South32

Transaction Agreement;

“ITAR” means the

International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), as administered by the U.S. Department of State's Directorate

of Defense Trade Controls, as the same may be amended, re-enacted or replaced from time to time;

“LLC Agreement” means

the Amended and Restated Limited Liability Company Agreement, dated February 11, 2020, among South32 USA Exploration Inc., NovaCopper

US Inc. and Ambler Metals;

“Losses” means any

and all actual losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses

(including reasonable, documented and out-of-pocket attorneys’ fees and disbursements), but excluding any consequential, indirect,

special, exemplary or punitive damages, lost profits, diminution in value or damages calculated by reference to any multiple of earnings

or similar financial measure;

“South32 Purchase Price”

means the aggregate purchase price paid by the Investor to South32 International Investment Holdings Pty Ltd. pursuant to the South32

Transaction Agreement;

“Material Adverse Effect”

shall mean any of: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material

adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of Ambler Metals or (iii) a

material adverse effect on Ambler Metals’ ability to perform in any material respect on a timely basis its obligations under the

Agreement;

“Material Permits”

means such permits, instruments and other authorizations issued by, and all declarations and filings that have been made with, the appropriate

federal, state, or local governmental or regulatory authorities that are necessary to conduct Ambler Metals’ business and activity

as currently conducted, including for the exploration of minerals, except where the failure to possess such permits, instruments or authorizations

could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;

“Mining Rights Exceptions”

shall mean (i) liens for taxes not yet payable or are being contested in good faith by appropriate proceedings, (ii) all rights

reserved to, or vested in, any Governmental Authority by the terms of any mining claim, lease, license, franchise, grant or permit held

by it, or by any statutory provision, (iii) easements, rights-of-way, roads, covenants, restrictions that do not materially detract

from the value of, or impair the use of, any of the Material Properties, (iv) conflicts among the unpatented mining claims included

in the Material Properties and unpatented mining claims owned by any other person, and overlaps onto patented mining claims, fee lands

and other lands withdrawn from mineral entry under the Mining Law of 1872, as amended, (v) with respect to any unpatented mining

claims included in the Material Properties, the paramount title of the United States, the rights of citizens of the United States and

other qualified persons to enter onto and use the public lands, and the authority and right of the United States to administer and manage

entry onto and use of the public lands;

“Person” means any

individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without share capital,

body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government

or Governmental Authority or entity, however designated or constituted;

“Proceeding” means

any action, appeal, petition, plea, charge, complaint, claim, suit, demand, litigation, arbitration, mediation, hearing, inquiry, investigation,

legal or administrative proceeding or other similar event, occurrence or proceeding;

“Project” means the

Upper Kobuk Mineral Projects located in the Ambler Mining District in Northwest Alaska, United States;

“Registration Rights Agreement”

means the registration rights agreement dated of even date herewith between Trilogy Metals and the Investor;

“Reporting Jurisdictions”

means all of the jurisdictions in Canada in which Trilogy Metals is a “reporting issuer”;

“Restricted Entity”

has the meaning ascribed to that term in the Trilogy Investment Agreement;

“Solvent” means,

with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets

of Ambler Metals is not less than the total amount required to pay the liabilities of Ambler Metals on its total existing debts and liabilities

(including contingent liabilities) as they become absolute and matured; (ii) Ambler Metals is able to realize upon its assets and

pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business;

(iii) Ambler Metals is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) Ambler

Metals is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property

would constitute unreasonably small capital;

“Transactions” means

the transactions contemplated by this Agreement, the Trilogy Investment Agreement, the South32 Transaction Agreement, the Registration

Rights Agreement and the Warrants;

“Trilogy Investment Agreement”

means the investment agreement between Trilogy Metals and the Investor dated of even date herewith;

“Trilogy US Purchase Price”

means the aggregate purchase price paid by the Investor to Trilogy Metals pursuant to the Trilogy Investment Agreement;

“South32 Transaction Agreement”

means the transaction agreement between South32 International Investment Holdings Pty Ltd. and the Investor dated of even date herewith;

“Upper Kobuk Mineral Projects”

are comprised of (i) the Arctic Project, which contains a high-grade polymetallic volcanogenic massive sulfide deposit; (ii) the

Bornite Project, which contains a carbonate-hosted copper deposit, and (iii) other projects within the Area of Interest as set forth

in the LLC Agreement; and

“Warrants” shall

mean the warrants issued to Investor pursuant to the Trilogy Investment Agreement.

2. Framework Agreement

The Parties will discuss in good faith the establishment

of a framework agreement among Ambler Metals, South32 USA Exploration, Trilogy US, the United States Government and other interested parties,

as applicable, to establish the basis on which the Ambler Access Project can be permitted, financed and constructed—unlocking the

development of the Project and any other mineral projects identified through Ambler Metals’ exploration efforts.

3. AAP Financing

Investor will work in good faith to help facilitate

financing required for the construction of the Ambler Access Project in coordination with the State of Alaska.

4. Shares

All references to the number of shares in this

Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the shares which may be made by

Trilogy Metals after the date of this Agreement.

5. Costs and Expenses

(a)            To

the extent permissible under Applicable Law, Ambler Metals shall pay the Investor Expenses as directed by the Investor by way of certified

cheque or wire transfer in favor of the Investor, or as otherwise directed, within five (5) Business Days following receipt of an

invoice of the Investor Expenses actually incurred by the Investor.

(b)            Subject

to the foregoing, each Party will pay for its own internal and external costs and expenses incurred in connection with the negotiation

and consummation of the transactions contemplated herein and in the Trilogy Investment Agreement and the South32 Transaction Agreement.

6. Termination

This Agreement shall terminate upon the mutual

agreement of the Parties to terminate this Agreement.

The obligations of the Parties pursuant to Section 5

(Costs and Expenses), Section 22 (Indemnification) and Section 23 (Restricted Entity Event), and the representations and warranties

made in Schedules A, B and C, shall survive the termination of this Agreement.

7. Notice of AAP Completion Date and Additional Improvements Completion Date

Ambler Metals hereby covenants that it shall provide

prompt written notice to the Investor upon the occurrence of each of the AAP Completion Date and the Additional Improvements Completion

Date. Ambler Metals shall use commercially reasonable efforts to obtain a written undertaking from AIDEA and/or the Engineering Firm to

provide prompt written notice directly to the Investor upon the occurrence of each such date.

8. Governance and Security Covenants

(a)            Ambler

Metals Observer Right. For so long as the Investor beneficially owns at least 8,000,000 common shares of Trilogy Metals, (subject

to appropriate adjustment for any share splits, share consolidations, combinations, recapitalizations or other similar events) the Investor

shall be entitled to designate one representative (who may change from time to time upon thirty (30) days’ written notice to Ambler

Metals) as an observer (the “Board Observer”) to attend all meetings of the board of directors, board of managers,

management committee or similar governing body of Ambler Metals (the “Ambler Metals Board”) and any technical, audit,

reserves, compliance or similar committee of Ambler Metals. Such Board Observer shall have the right to receive notice of, and review

the same information and materials as are provided to the members of the Ambler Metals Board (“Board Materials”) for,

such meetings and to speak at such meetings, but shall not be entitled to vote. For the avoidance of doubt, the Board Observer may be

a different individual than the Special Representative (as defined in Section 24(c)(iv)), and the Board Observer’s rights under

this Section 8(a) are separate from and independent of any rights of the Special Representative under Section 24. Ambler

Metals may exclude such Board Observer from access to any Board Materials or from any meeting of the Ambler Metals Board (or any portion

of such meeting) if the Ambler Metals Board concludes that: (i) such exclusion is necessary to preserve the solicitor-client or litigation

privilege between Ambler Metals and/or its Affiliates and their respective counsel (provided that any such exclusion shall only apply

to such portion of such Board Materials or meeting which would be required to preserve such privilege); (ii) such Board Materials

or discussion relates to Ambler Metals’ or its Affiliates’ relationship, contractual or otherwise, with the Investor or its

Affiliates or any actual or potential transactions between or involving Ambler Metals or its Affiliates and the Investor or its Affiliates;

(iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which Ambler

Metals or any of its Affiliates is a party or otherwise bound; or (iv) such exclusion is necessary to comply with Applicable Laws;

provided, however, that the Board Observer shall not be excluded under clause (i) from any discussions, executive sessions, or portions

of meetings concerning (A) the permitting status of or litigation regarding the Ambler Access Project, (B) audits or assessments

of Ambler Metals’ mineral resources or reserves, or (C) Ambler Metals’ financial statements or internal controls, unless

outside legal counsel provides a written opinion or otherwise advises that the Board Observer’s presence would waive the attorney-client

privilege with respect to a specific and active legal claim asserted directly by or against the United States government or the United

States Department of Defense.

(b)            Ambler

Metals Governance Designees; Bad Actors. Each of Trilogy US and South32 USA Exploration covenants and agrees that it shall not designate,

appoint or cause to be appointed to any board of directors, board of managers, management committee or similar governing body of Ambler

Metals, or any technical, audit, reserves, compliance or similar committee of Ambler Metals, any individual who is subject to a “Bad

Actor” disqualification as defined under Rule 506(d) of the U.S. Securities Act, or who is formally indicted, convicted,

or subject to a final, non-appealable order or sanction by the Commission or a court of competent jurisdiction for securities fraud, intentional

financial misstatement or gross breach of fiduciary duty. Each of Trilogy US and South32 USA Exploration shall promptly remove, or cause

to be removed, any such designee or appointee from such governing body or committee and shall provide the Investor with written notice

within forty-eight (48) hours after becoming aware of any such indictment, conviction, order or sanction against any such designee or

appointee. Trilogy US shall cause Trilogy Metals not to nominate or renominate any individual for election to the board of directors of

Trilogy Metals, or appoint or continue any individual as an officer of Trilogy Metals, if such individual is subject to any such disqualification,

indictment, conviction, order or sanction, and shall cause Trilogy Metals to promptly remove any officer who becomes subject to any such

disqualification, indictment, conviction, order or sanction and provide the Investor with written notice within forty-eight (48) hours

after becoming aware thereof.

Security Plan. Within ninety (90) days of the Effective Date, Ambler Metals shall develop, implement and maintain a comprehensive

security plan (the “Security Plan”) designed to control access to all sensitive intellectual property, technology and technical

data related to Ambler Metals and the Project. The Security Plan shall be submitted to the Investor for written approval. The Security

Plan shall require periodic, and in any event no less than annual, formal reviews of (i) key suppliers and commercial partners, (ii) export

control compliance protocols, including ITAR and EAR, as applicable, and (iii) the beneficial ownership of Ambler Metals and its

joint venture parents.

(d)            Reporting

of Foreign Investment. Ambler Metals, Trilogy US and South32 USA Exploration, as applicable, shall provide written notice to the Investor

within five (5) Business Days after becoming aware of any new direct or Indirect investment, whether debt, equity or convertible

securities, in Ambler Metals, Trilogy US and South32 USA Exploration made by (i) any foreign firm, foreign government or foreign

national, or (ii) any United States-based firm that is directly or indirectly owned or controlled by a foreign entity or foreign

national. Trilogy US and South32 USA Exploration, as applicable, shall provide written notice to the Investor within five (5) Business

Days after becoming aware of any direct or Indirect debt investment in Trilogy US and South32 USA Exploration, as applicable, in excess

of $25 million made by (i) any foreign firm, foreign government or foreign national, or (ii) any United States-based firm that

is directly or indirectly owned or controlled by a foreign entity or foreign national; provided that no such notice need be made if such

debt investment is made by the direct or indirect subsidiary of Trilogy Metals or South32 Limited, as applicable, and such loan does not

contain terms that alter control of Trilogy US or South32 USA, as applicable. For purposes of this Section 8(d), “Indirect”

refers to a direct transaction with Ambler Metals, Trilogy US or South32 USA Exploration where Ambler Metals, Trilogy US or South32 USA

Exploration knows, after reasonable inquiry, that the counterparty is (i) a foreign firm, foreign government or foreign national,

or (ii) a United States-based firm that is directly or indirectly owned or controlled by a foreign entity or foreign national.

(e)            Compliance

Committee and Oversight. Ambler Metals shall establish a dedicated compliance committee within sixty (60) days after the Effective

Date. The compliance committee shall be chaired by a vetted, USG-approved compliance officer who possesses the appropriate security clearance

and credentials acceptable to the Investor and shall be responsible for overseeing implementation of the Security Plan and ensuring adherence

to the security, foreign investment reporting and technical security provisions of this Agreement. Ambler Metals shall deliver to the

Investor a comprehensive annual compliance report detailing its adherence to such provisions.

(f)            IT

and Technical Security Measures. Ambler Metals shall deploy and strictly enforce cybersecurity procedures designed to mitigate business

email compromise, phishing and spoofing risks, including implementation and maintenance of (i) DomainKeys Identified Mail (DKIM)

utilizing 2048-bit key strength for all outbound and third-party sending services and (ii) a Domain-based Message Authentication,

Reporting and Conformance (DMARC) enforcement policy of “reject” (p=reject) or “quarantine” (p=quarantine), or

any successor or equivalent industry-standard controls approved in writing by the Investor.

9. Information and Audit Rights

(a)            For

so long as the Investor beneficially owns at least 4,107,785 Trilogy Metals Common Shares (subject to appropriate adjustment for any share

split, share consolidation, stock dividend, combination, recapitalization or other similar event), Ambler Metals shall provide to the

Investor copies of the unaudited and unreviewed quarterly and audited annual financial statements for Ambler Metals;

(b)            Ambler

Metals shall permit a representative of the Investor, at the expense of Ambler Metals, to visit the principal executive offices of Ambler

Metals during normal business hours, to discuss the affairs, finances and accounts of Ambler Metals with its officers, and its independent

public accountants, all at such reasonable times and as often as may be reasonably requested in writing; and

Metals shall allow the Investor access to examine all Ambler Metals’ respective books of account, records, reports and other papers,

to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and

independent public accountants, all at such reasonable times and as often as may be reasonably requested in writing.

10. Governing Law and Jurisdiction

(a)            This

Agreement shall be governed in all respects by the United States Federal Law, without giving effect to the conflict-of-laws rules thereof

to the extent such rules would require or permit the application of the Applicable Laws of another jurisdiction. To the extent that

United States Federal Law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention

and agreement of the Parties that the Applicable Laws of the State of New York (without giving effect to its conflict-of-laws rules) shall

be adopted as the governing rule of decision; provided, that notwithstanding the foregoing, (i) the procedures and matters necessary

for the Transactions and actually required by reason of Trilogy Metals being incorporated under the Applicable Laws of Canada, including

but not limited to the procedural requirements for the issuance of the Securities (as defined in the Trilogy Investment Agreement) and

the actions of the board of directors of Trilogy Metals, shall be governed by the Applicable Laws of Canada, and (ii) certain mandatory

provisions in respect of the Applicable Canadian Securities Legislation shall apply irrespective of the governing law as provided in this

Agreement.

(b)            Trilogy

US, South32 USA Exploration, and Ambler Metals each agree to submit to the exclusive jurisdiction and venue of the federal courts of the

Southern District of New York (and its appellate courts) for any and all civil actions, suits or proceedings arising out of or relating

to this Agreement, all documents contemplated by or delivered under or in connection with this Agreement or the transactions contemplated

hereby or thereby.

to the maximum extent permitted by law, irrevocably agrees to submit itself, for any claim arising from, related to, or in connection

with this Agreement, to the jurisdiction of (i) the U.S. Court of Federal Claims (ii) any other Federal court or tribunal of

competent jurisdiction; and (iii) appellate courts from any of the foregoing.

(d)            Each

Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, and agrees not to assert, by way

of motion or as a defense, counterclaim or otherwise, (i) any objection which it may now or hereafter have to the laying of venue

of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) any claim that it is

not personally subject to the jurisdiction of the above-mentioned courts for any reason, and (iii) any claim that any Proceeding

brought in the above-mentioned courts has been brought in an inconvenient forum or that the venue is improper. Each Party hereto further

irrevocably consents to service of process in the manner provided for notices in Section 10. Nothing in this Agreement will

affect the right of any party hereto to serve process in any other manner permitted by any Applicable Law.

(e)            THE

PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF

ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES

IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND

WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,

ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY

OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11. Notices

(a)            Any

notice or other communication that is required or permitted to be given hereunder shall be in writing and shall be validly given:

if to Investor:

United States Department of Defense

The Office of Industrial Base Policy

Assistant Secretary of Defense

Pentagon, Washington, DC 20301

Attention: Deputy Chief of Staff to the Deputy Secretary of Defense

E-mail: [redacted]

with a simultaneous copy (which will not constitute notice) to:

McDermott Will & Schulte LLP

2049 Century Park East, Suite 3200

Los Angeles, CA 90067-3206

Attention: Edward Zaelke

Email: [redacted]

if to South32:

South32 International Investment Holdings Pty. Ltd.

Level 2, 100 St Georges Terrace

Perth WA 6000, Australia

Attention: Simon Collins, Chief Development Officer

E-mail: [redacted]

with a simultaneous copy (which will not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700, Houston, TX 77002

Attention: Alan J. Alexander

E-mail: [redacted]

Address: 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036

Attention: Benjamin Heriaud

E-mail: [redacted]

If to Trilogy US:

c/o Trilogy Metals Inc.

510 Burrard Street, Suite 901

Vancouver, British Columbia V6C 3A8

Attention: Elaine Sanders

Email:  [redacted]

If to Ambler Metals:

Ambler Metals LLC

2550 Denali Street, Suite 1605

Anchorage, AK 99503

Attention: Ron Rimelman

Email:  [redacted]

For notices to Trilogy US or Ambler Metals,

with a simultaneous copy (which will not constitute notice) to:

Dorsey &Whitney LLP

701 Fifth Avenue. Suite 6100

Seattle, WA 98104

Attention: Kimberley Anderson

E-mail: [redacted]

(b)            Any

such notice or other communication shall be deemed to have been given and received (i) when personally delivered, or delivered by

same-day courier; or (ii) on the fourth business day after mailing by registered or certified mail, postage prepaid, return receipt

requested; or (iii) upon delivery when sent by nationally recognized prepaid overnight express delivery service (e.g., FedEx, UPS);

or (iv) when sent by email or facsimile and upon the receipt by the sending party of written confirmation by the receiving party;

provided, however, that an automated facsimile or email confirmation of delivery or read receipt shall not constitute such confirmation.

party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section 10.

12. Assignment

No party may assign any of its rights or benefits

under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties.

13. Entire Agreement

This Agreement constitutes the entire agreement

between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions,

whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied,

collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

14. Specific Performance

Each of Trilogy US, South32 USA Exploration and

Ambler Metals acknowledges that the rights of the Investor to consummate the Transactions are unique and recognizes and affirms that in

the event of a breach of this Agreement by any such Party, money damages are inadequate and the Investor would have no adequate remedy

at law. It is accordingly agreed that the Investor shall be entitled to (and none of Trilogy US, South32 USA Exploration or Ambler Metals

shall oppose on the basis that injunctive relief or specific performance is not available due to availability of an adequate remedy at

law) an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement,

without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity

of posting any bond or other security, this being in addition to any other remedy to which it is entitled at law or in equity.

15. Remedies

Except as otherwise provided herein, no remedy

herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, and each and every remedy shall be

cumulative and shall be in addition to every remedy under this Agreement or now or hereafter existing at law or in equity.

16. Amendments

No amendment or waiver of any provision of this

Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall

constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless

otherwise expressly provided.

17. Severability

If any provision of this Agreement is determined

by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall

nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not

affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal

or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original

intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled

to the extent possible.

18. Ambler Metals Representations and Warranties

Ambler Metals hereby represents and warrants to

the Investor the representations and warranties on its own behalf as specified in Schedule “A” to this Agreement.

19. Representations and Warranties

(a)            Each

of Trilogy US, South32 USA Exploration and Ambler Metals represents and warrants to the other Parties, as of the date hereof and as of

the Closing Date, that the execution and delivery of this Agreement and any other agreements, documents and instruments to be executed

and delivered by such Party in connection with the transaction contemplated hereby have been approved by all necessary corporate and other

action and that this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance

with its terms, subject to the usual exceptions as to bankruptcy and equitable remedies.

(b)            Trilogy

US hereby represents and warrants to the Investor, as of the date hereof and as of the Closing Date, the representations and warranties

on its own behalf as specified in Schedule “B” to this Agreement.

USA Exploration hereby represents and warrants to the Investor, as of the date hereof and as of the Closing Date, the representations

and warranties on its own behalf as specified in Schedule “C” to this Agreement.

20. Successors and Assigns

This Agreement shall inure to the benefit of and shall be binding on

and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal

representatives, and permitted assigns.

21. No Partnership.

Nothing in this Agreement or in the relationship

of the parties hereto shall be construed as in any sense creating a partnership among the parties or as giving to any party any of the

rights or subjecting any party to any of the creditors of the other parties.

22. Counterparts

This Agreement and all documents contemplated

by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (whether by facsimile,

email, DocuSign or other electronic means), with the same effect as if all parties had signed and delivered the same document, and all

counterparts shall be construed together to be an original and will constitute one and the same agreement.

23. Indemnification

(a)            Each

of Trilogy US, South32 USA Exploration and Ambler Metals shall indemnify, defend and hold harmless the Investor, its Affiliates and each

of their respective officers, directors, employees, agents and representatives from and against any Losses arising out of or resulting

from any breach by such Party of any representation, warranty, covenant or agreement of such Party contained in this Agreement (including

the applicable Schedule to this Agreement).

(b)            The

indemnification obligations of Trilogy US, South32 USA Exploration and Ambler Metals under this Section shall be several and not

joint.

Metals shall indemnify, defend and hold harmless each of Trilogy US and South32 USA Exploration from and against any Losses arising out

of or resulting from any breach by such Party of any representation, warranty, covenant or agreement contained in the applicable Schedule

to this Agreement, but only to the extent that (i) such representation, warranty, covenant or agreement was given or made based upon

information, documentation or due diligence provided by or through Ambler Metals, and (ii) such breach did not result from the gross

negligence or willful misconduct of such Party in giving such representation, warranty, covenant or agreement.

(d)            Notwithstanding

anything to the contrary contained in this Agreement, the aggregate liability of South32 USA Exploration under this Section 23 shall

not exceed the South32 Purchase Price and the aggregate liability of Trilogy US under this Section 23 and the Trilogy Investment

Agreement shall not exceed the Trilogy US Purchase Price.

24. Restricted Entity Event

For so long as (i) the Investor

beneficially owns twenty-five percent (25%) of the common shares (or common share equivalents) of Trilogy Metals initially acquired pursuant

to the Trilogy Investment Agreement and (ii) Trilogy US or South32 USA Exploration, as applicable (and, for the avoidance of doubt,

if either such Party no longer meets this clause (ii), this Section 23 shall not apply to such Party or its Affiliates) beneficially

owns at least twenty-five percent (25%) or more of the voting and/or economic ownership interests of Ambler Metals:

(a)            Notice

and Monitoring; Public Company Acknowledgment.

(i) Each of Trilogy US and South32 USA Exploration shall reasonably promptly, and in any event within seven

(7) Business Days after becoming aware thereof, provide written notice to the Investor of any (A) acquisition, purchase, transfer

or other disposition of shares of the capital stock (or other securities convertible into or exercisable for such capital stock) of, in

the case of Trilogy US, Trilogy Metals, and in the case of South32 USA Exploration, South32 Limited, by any one or more Restricted Entities

if, as a result of such transaction or series of related transactions, any such Restricted Entity (or Restricted Entities in the aggregate

in accordance with Section 23(e)) beneficially owns five percent (5%) or more of the outstanding voting securities of Trilogy

Metals or South32 Limited, as applicable, or (B) event in which any such Restricted Entity (1) acquires the right to appoint

a board member to the board of directors of Trilogy Metals or South32 Limited, as applicable, or (2) acquires material commercial

rights pursuant to an offtake or other similar agreement with Ambler Metals for ore or ore concentrate produced from the Project (each

of clauses (A) and (B), a “Restricted Entity Event”).

(ii) With respect to the foregoing, and subject to (e) below, (A) Trilogy US shall review and monitor

substantial holding notice filings under Applicable Laws of the jurisdictions where Trilogy Metals maintains an exchange listing, and

(B) South32 USA Exploration shall review and monitor substantial holding notice filings under Applicable Laws of the jurisdictions

where South32 Limited maintains an exchange listing, in each case to reasonably identify whether the acquiring Person or group is a Restricted

Entity.

(iii) Upon Trilogy Metals or South32 Limited becoming aware of a Restricted Entity Event, Trilogy US or South32

USA Exploration, respectively, shall promptly notify the Investor within ten (10) Business Days in accordance with the foregoing

clause (i).

(b)            Covenants.

Trilogy US, South32 USA Exploration and Ambler Metals shall not agree to and/or enter into, and shall revise the organizational documents

of Ambler Metals to prohibit, without the prior written consent of the Investor: (i) any direct or Indirect investment (including

the sale of any equity securities or debt securities) in Ambler Metals, Trilogy US or South32 USA Exploration from a Restricted Entity

or (ii) any direct or Indirect sale or transfer of material assets or any products that Ambler Metals produces to any Restricted

Entity (including a covenant from any purchaser of assets or products to not resell to a Restricted Entity). For purposes of this Section 23(b),

“Indirect” refers to a direct transaction with Ambler Metals, Trilogy US or South32 USA Exploration where Ambler Metals, Trilogy

US or South32 USA Exploration knows, after reasonable inquiry, that the counterparty is controlled by, acting on behalf of or is otherwise

representing a Restricted Entity.

(i) If a Restricted Entity Event occurs, and Restricted Entities, directly or indirectly, in the aggregate

per Section 23(e) beneficially own ten percent (10%) or more of the outstanding voting securities of Trilogy Metals or

South32 Limited (a “Restricted Entity Control Event”), then while such Restricted Entity Control Event is continuing:

(1) The Special Representative (as defined below) shall have a veto right with respect to the following matters,

which shall be exercised solely for reasons of US national security concerns, as appropriately recorded in Ambler Metals governance records

(collectively, the “Golden Share Veto”):

a. Ambler Metals (i) entering into any material offtake agreement or similar ore or ore concentrate

supply agreement or technology agreement, or (ii) terminating or materially amending any existing offtake agreement or similar ore

or ore concentrate supply agreement or technology agreement, in the case of (i) and (ii) for the sale of ore or ore concentrate

or that relates to the sale of ore or ore concentrate;

b. Any material change to the business plan, annual budget or project scope of Ambler Metals that would reasonably

be expected to result in a curtailment of mine production of at least 20% over at least one year as compared to such plan, budget or scope

(other than for sound operational reasons, because of a force majeure event or in the ordinary course of business);

c. Any issuance of new equity or admission of new members to Ambler Metals, other than issuances to members

of Ambler Metals pursuant to rights in existence as of the date hereof;

d. suspension or termination of the Project, other than in the ordinary course of business;

e. any transaction whereby Ambler Metals becomes an entity domiciled in a jurisdiction other than the United

States;

f. subject to Applicable Law, any filing of a petition or application by Ambler Metals relating to bankruptcy,

insolvency, readjustment of debt, moratorium on payments or creditors’ rights;

g. the sale, transfer or other disposition or the encumbrance of all or substantially all of the Material

Properties or the sale, transfer or other disposition or the encumbrance, whether in a single transaction or a series of related transactions,

of assets representing more than 25% of Ambler Metals’ total assets; other than, in any such case, the abandonment, relocation and

amendment of mining claims in the ordinary course of business, equipment financings or pursuant to agreements and obligations in existence

as of the date hereof;

h. surrender or abandonment of all or substantially all of the Material Properties, other than actions relating

to relocation and amendment of mining claims or conversion of properties to mining leases;

i. Ambler Metals entering into a joint venture or similar arrangement, other than pursuant to agreements

and obligations in existence as of the date hereof; and

j. dissolution of Ambler Metals.

(2) If the board or members, as applicable, of Ambler Metals are deadlocked with respect to a decision and

such deadlock is not resolved pursuant to the terms of the LLC Agreement in existence as of the date hereof, the Special Representative

shall have the authority to break the deadlock, which shall be exercised solely for reasons of US national security concerns, as appropriately

recorded in Ambler Metals governance records.

(ii) Trilogy US, South32 USA Exploration and Ambler Metals shall revise the organizational documents of Ambler

Metals within 20 Business days after the date of this Agreement to provide for the appointment of the Special Representative and the veto

rights as set out in this Section 23(c). Such revisions shall be subject to the approval of the Investor.

(iii) For the avoidance of doubt, the Special Representative appointment and Golden Share Veto and deadlock

breaking rights set forth in this Section 23(c) shall apply automatically without any further action by any Person and

shall continue until, and only until, such time as such Restricted Entity Control Event is no longer continuing and Trilogy US or South32

USA Exploration, as applicable, has provided written evidence reasonably satisfactory to the Investor that such condition has been cured

and, following cure of such Restricted Entity Control Event, the Special Representative shall automatically cease to serve in such capacity.

(iv) The Investor shall have the right to appoint one (1) Person to serve as the special Investor representative

to Ambler Metals (the “Special Representative”) at any time whether or not a Restricted Equity Event or a Restricted

Equity Control Event has occurred and such appointment shall be immediately effective upon notice by Investor to Ambler Metals, provided

that such Special Representative shall not have authority with respect to Ambler Metals until a Restricted Entity Control Event shall

have occurred. The Investor shall have the sole right to remove the Special Representative and shall have the sole right to appoint a

replacement Special Representative at any time should the position be vacant, with such appointment to be immediately effective upon notice

by Investor to Ambler Metals.

(v) The exercise of rights under this Section shall be in addition to any other rights or remedies available

to the Investor under Applicable Law.

(d)            Additional

Covenants.

(i) Neither Trilogy US nor South32 USA Exploration shall take any action designed to circumvent the purposes

of this Section, and each shall cooperate in good faith with the Investor in implementing the provisions of this Section and any

related remedial actions reasonably requested by the Investor in connection with a Restricted Entity Event. Neither Trilogy US nor South32

USA Exploration nor their respective parents shall transfer, directly or indirectly, any economic or voting interest in Ambler Metals

other than to a wholly-owned subsidiary of Trilogy Metals or South32 Limited, respectively, that assumes all of such Party’s obligations

pursuant to this Agreement.

(ii) Each of Trilogy US and South32 USA Exploration shall use commercially reasonable efforts to obtain representations

from all Persons in any equity or material asset transaction with any third party or parties that such Persons are not Restricted Entities.

(e)            Aggregation.

For purposes of this Section, the beneficial ownership of all Restricted Entities shall be aggregated and treated as a single ownership

position. Each of Trilogy US and South32 USA Exploration shall be entitled to rely on the information contained in filings and disclosures

under Applicable Laws of the jurisdictions where Trilogy Metals or South32 Limited, respectively, maintains an exchange listing, unless

it has actual knowledge of a Restricted Entity Event despite the absence of such filings and disclosures.

25. Construction

In this Agreement:

(a)            the

terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”,

“hereof”, “herein”, “hereby”, “hereunder” and similar expressions

refer to this Agreement in its entirety and not to any particular provision hereof;

(b)            references

to an “Article”, “Section” or “Schedule” followed by a number or letter refer

to the specified Article or Section of or Schedule to this Agreement;

division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not

affect the construction or interpretation of this Agreement;

(d)            words

importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include

all genders;

(e)            the

word “including” is deemed to mean “including without limitation”;

(f)            the

terms “party” and the “parties” refer to a party or the parties to this Agreement;

(g)            any

reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;

(h)            any

reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended,

re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

(i)            unless

otherwise indicated, all dollar amounts refer to United States dollars;

(j)            any

time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on

which the period commences and including the day on which the period ends; and

(k)            whenever

any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period

shall expire on the next following Business Day.

[Signature page follows]

IN WITNESS WHEREOF the Parties have agreed

to this Agreement as of the day first written above.

UNITED

STATES DEPARTMENT OF DEFENSE

Per:

/s/

Michael P. Duffey

Name:

Hon. Michael P. Duffey

Title:

Under Secretary of War for Acquisition and Sustainment

NOVACOPPER

US INC. (dba TRILOGY METALS US)

Per:

/s/

Tony Giardini

Name:

Tony Giardini

Title:

President

SOUTH32

USA Exploration Inc.

Per:

/s/

Simon Collins

Name:

Simon Collins

Title:

Director

AMBLER

METALS LLC

Per:

/s/

Ron Rimelman

Name:

Ron Rimelman

Title:

President

Signature Page to Cooperation

Agreement

SCHEDULE “A”

REPRESENTATIONS AND WARRANTIES OF AMBLER METALS

Ambler Metals hereby represents and warrants to the Investor, as of

the date hereof and as of the Closing Date, that:

(a) Ambler Metals is owned equally by Trilogy US and South32 USA Exploration, and has no subsidiaries. The

LLC Agreement is in full force and effect and constitutes a valid and binding obligation of Ambler Metals;

(b) Ambler Metals is a limited liability company existing under the Applicable Laws of the State of Delaware,

is current and up to date with all material filings required to be made under the Applicable Laws of its jurisdiction of formation to

maintain its corporate existence and has all requisite corporate power to carry on its business as now conducted and to own, lease or

operate its property, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its

dissolution or winding up;

“Mining Rights”), of Ambler Metals relating to the mineral properties described as the Upper Kobuk Mineral Projects

located in the Ambler Mining District in Northwest Alaska, United States (the “Material Properties”), are in good standing,

are valid and enforceable, are free and clear of any material liens or charges and, other than Mining Rights Exceptions or as set forth

in the Disclosure Schedules, no material royalty is payable in respect of any of them. Except as set forth in the Disclosure Schedules,

no property rights other than the Mining Rights are necessary for the conduct of Ambler Metals' business as now conducted or proposed

to be conducted, and except as set forth in the Disclosure Schedules, there are no material restrictions on the ability of Ambler Metals

to use, transfer or otherwise exploit any such rights. Ambler Metals is the holder of the Mining Rights required to carry on the activities

of Ambler Metals as currently conducted. The Mining Rights held by Ambler Metals cover the areas required by Applicable Law for such purposes,

except as set forth in the Disclosure Schedules. Ambler Metals does not know of any claim or basis for any claim that would reasonably

be expected to have a Material Adverse Effect on such Mining Rights;

(d) All activities on the Material Properties have been conducted in all material respects in accordance with

good engineering practices and all applicable workers’ compensation and health and safety and workplace Applicable Laws have been

duly complied with in all material respects on the Material Properties;

(e) Except as set forth on the Disclosure Schedules, Ambler Metals is not aware of any material land entitlement

claims or aboriginal land claims having been asserted or any Proceedings relating to aboriginal or community issues having been instituted

with respect to the properties underlying the Material Properties, and no dispute between Ambler Metals and any local, native, aboriginal

or indigenous group exists or, to the knowledge of Ambler Metals, is threatened or imminent that could reasonably be expected to have

a Material Adverse Effect;

(f) Except as would not reasonably be expected to have a Material Adverse Effect, the business of Ambler Metals

is being conducted in compliance with all Applicable Laws. Except as set forth on the Disclosure Schedules, there are no Proceedings by

or against Ambler Metals pending (of which Ambler Metals has received written notice or otherwise has knowledge) by or before any Governmental

Authority, or, to Ambler Metals’ knowledge, threatened to be brought by or before any Governmental Authority, that has had or would

reasonably be expected to have a Material Adverse Effect. There is no unsatisfied order outstanding against or any open injunction binding

upon Ambler Metals that has had or would reasonably be expected to have a Material Adverse Effect;

(g) Ambler Metals (i) is in compliance with all Applicable Laws relating to exploration, mining and related

activities applicable to the Material Properties (collectively, “Mining Laws”); (ii) has received and is in compliance

with all Material Permits under applicable Mining Laws necessary to conduct their businesses as currently conducted as of the date hereof;

and (iii) has not received written notice of any actual or potential liability under or relating to any Mining Laws and has no knowledge

of any event or condition that would reasonably be expected to result in any such written notice, except, in the case of each of clauses

(i), (ii) and (iii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or

cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(h) No material default exists in the due performance and observance of any term, covenant or condition of

any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other material agreement or

instrument evidencing an obligation for borrowed money, or any other material agreement or instrument, in each case, by Ambler Metals

to which Ambler Metals is a party to or as to which any property of Ambler Metals or by which Ambler Metals is bound or to which any of

the properties or assets of Ambler Metals is subject as of the date hereof;

(i) The audited financial statements of Ambler Metals for the year ended November 30, 2025, including

the notes to such statements and the related auditors' report on such statements, as applicable (the “Financial Statements”)

(i) present fairly, in all material respects, the financial position of Ambler Metals and the statements of operations, retained

earnings, cash flow from operations and changes in financial information of Ambler Metals for the periods specified in such Financial

Statements; (ii) have been prepared in conformity with generally accepted accounting principles ('GAAP') in the United States applied

on a consistent basis throughout the periods involved; and (iii) do not contain any misrepresentation, with respect to the period

covered by the Financial Statements;

(j) Since the date of the Financial Statements, (i) there has been no event, occurrence or development

that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) Ambler Metals has not incurred any

material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course

of business consistent with past practice and (B) material liabilities not required to be reflected in the Ambler Metals’ financial

statements pursuant to GAAP, (iii) Ambler Metals has not altered its method of accounting, (iv) Ambler Metals has not declared

or made any dividend or distribution of cash or other property to its members or purchased, redeemed or made any agreements to purchase

or redeem any limited liability interests, and (v) Ambler Metals has not issued any equity securities other than in the ordinary

course of business, except, in the case of (ii), (iii), (iv) and (v), as is disclosed in the Financial Statements;

(k) There is no Proceeding pending involving Ambler Metals or, to Ambler Metals’ knowledge, any executive

officer or board member of Ambler Metals which would reasonably be expected to adversely affect or challenge the legality, validity or

enforceability of this Agreement;

(l) Neither Ambler Metals nor, to Ambler Metals’ knowledge, any board member, officer, agent, or employee

of Ambler Metals or any other person acting on behalf of Ambler Metals, has, directly or indirectly, (a) given or agreed to give

any money, gift or similar benefit (other than legal price concessions to customers in Ambler Metals’ ordinary course of business)

to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality

of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was,

is, or may be in a position to help or hinder the business of Ambler Metals (or assist it in connection with any actual or proposed transaction)

that (i) might subject Ambler Metals to any damage or penalty in any civil, criminal or governmental litigation or other Proceeding,

(ii) if not given in the past, might have had a Material Adverse Effect, or (iii) violated or is in violation of any provision

of the Foreign Corrupt Practices Act of 1977, as amended or any applicable non-U.S. anti-bribery statute or regulation; (b) made

any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (c) received notice of any investigation, inquiry,

or other Proceeding by any Governmental Authority regarding any of the matters in clauses (a) or (b) above; and Ambler Metals

and, to the knowledge of Ambler Metals, Ambler Metals’ affiliates, have conducted their respective businesses in compliance with

applicable anti-bribery laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected

to continue to ensure, continued compliance therewith. Ambler Metals has taken reasonable steps to ensure that its accounting controls

and procedures are sufficient to cause Ambler Metals to comply in all material respects with applicable anti-bribery laws;

(m) Neither Ambler Metals nor, to Ambler Metals’ knowledge, any director, officer, agent, or employee

of Ambler Metals, or any other person acting on behalf of Ambler Metals, is currently subject to any U.S. sanctions administered by the

Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and Ambler Metals will not, directly

or indirectly, use any payments received by them pursuant to this Agreement, or lend, contribute or otherwise make available such proceeds

to any joint venture partner or other person or entity, for the purpose of unlawfully financing the activities of or business with any

person that is the subject or target of any U.S. sanctions administered by OFAC, or any country or territory subject to a comprehensive

economic sanctions imposed by OFAC;

(n) Ambler Metals is in compliance with all Applicable Laws relating to the use, treatment, storage and disposal

of hazardous or toxic substances or waste and protection of worker health and safety or the environment which are applicable to its business

as currently conducted (“Environmental Laws”), except where the failure to comply would not, singularly or in the aggregate,

result in a Material Adverse Effect. In Ambler Metals’ ordinary course of business, Ambler Metals has conducted periodic reviews

of the effect of applicable Environmental Laws on its respective business and assets as currently conducted, in the course of which they

identify and evaluate any associated costs and liabilities. On the basis of such reviews, Ambler Metals has reasonably concluded that

any such associated costs and liabilities would not reasonably be expected to result, singularly or in the aggregate, in a Material Adverse

Effect.

(o) Ambler Metals applies a quality assurance program and quality control measures (collectively, the “QA/QC”)

to provide reasonable assurance regarding the precision and accuracy of its assay data. Ambler Metals is not aware of any material weaknesses

in the QA/QC and maintains security measures that are designed to provide assurance in Ambler Metals' sample preparation, sample dispatches,

sample security, sample splitting and reduction, data verification, and testing, assaying and analytical procedures.

(p) Except as set forth on the Disclosure Schedules, there are no material complaints, issues, proceedings,

or discussions, which are ongoing or anticipated, which could have the effect of interfering with, delaying or impairing the ability to

explore, develop or operate the Material Properties in a manner that would reasonably be expected to have a Material Adverse Effect.

(q) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect, Ambler Metals has all permits, licenses, franchises, authorizations, orders and approvals of, and has made all filings, applications

and registrations with, Governmental Authorities that are required in order to permit it to own or lease the properties and assets that

it presently owns or leases and to carry on its business as presently conducted and that are material to the business of Ambler Metals,

and no other permits, licenses, franchises, authorizations, orders and approvals are required to be made or obtained by Ambler Metals

in connection with the execution, delivery and performance of this Agreement and the consummation of the Transactions.

(r) Ambler Metals is the registered owner of and possesses, in good standing without default, all licenses,

certificates, rights (including surface rights, access rights and water rights), permits, concessions, authorizations, instruments and

other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local, provincial, territorial

or foreign governmental or regulatory authorities that are necessary to conduct Ambler Metals' business as currently conducted, including

for the exploration, exploitation, extraction, removal, processing and refinery of minerals, except where the failure to possess such

permits could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Ambler Metals has

not received any notice of proceedings relating to the revocation or modification of any Material Permit, and has no reason to believe

that any such Material Permit will not be renewed in the ordinary course.

(s) Ambler Metals has good and marketable title in fee simple to all real property owned by it and good and

marketable title in all personal property owned by it that is material to the business of Ambler Metals, in each case free and clear of

all Liens, except for (i) Liens that do not materially affect the value of such property and do not materially interfere with the

use made and proposed to be made of such property by Ambler Metals and (ii) Liens for the payment of federal, provincial, state or

other taxes for which appropriate reserves have been made in accordance with GAAP and the payment of which is neither delinquent nor subject

to penalties. Any real property and facilities held under lease by Ambler Metals are held under valid, subsisting and enforceable leases

with which Ambler Metals is in compliance in all material respects.

(t) Ambler Metals has timely filed (subject to any permitted extension) all federal, provincial, state and

other tax returns and reports required to be filed, and has paid all material federal, provincial, state and other taxes, assessments,

fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, except to

the extent such taxes are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves

are being maintained in accordance with GAAP. Ambler Metals is not aware of any claims or adjustments proposed for any of its prior tax

years which could result in additional material taxes becoming due and payable.

(u) Ambler Metals is insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as are prudent and customary in the businesses in which Ambler Metals is engaged, including directors and officers

insurance coverage. Ambler Metals has no reason to believe that it will not be able to renew its existing insurance coverage as and when

such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant

increase in cost.

(v) The operations of Ambler Metals are and have been conducted at all times in compliance with applicable

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Ambler Metals

with respect to the Money Laundering Laws is pending or, to the knowledge of Ambler Metals, threatened.

(w) (i) To the knowledge of Ambler Metals, there has been no material security breach or other compromise

of or relating to any of Ambler Metals' information technology and computer systems, networks, hardware, software, data (including the

data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment

or technology (collectively, “IT Systems and Data”), and Ambler Metals has not been notified of, and has no knowledge

of, any event or condition that would reasonably be expected to result in any such breach or compromise; (ii) Ambler Metals is presently

in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or

governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) Ambler Metals has implemented and maintained commercially

reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy

and security of all IT Systems and Data; and (iv) Ambler Metals has implemented backup and disaster recovery technology consistent

with industry standards and practices.

(x) (i) To the knowledge of Ambler Metals, Ambler Metals is, and at all times during the last three (3) years

was, in material compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including,

without limitation and to the extent applicable, the European Union General Data Protection Regulation (“GDPR”) (EU

2016/679) (collectively, “Privacy Laws”); (ii) Ambler Metals has in place, materially complies with, and takes

appropriate steps reasonably designed to ensure compliance with its policies and procedures relating to data privacy and security and

the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”); and (iii) to

the extent required by Privacy Laws, Ambler Metals provides and/or makes available accurate notice of its collection, storage, use, disclosure,

handling and analysis of Personal Data to its customers, employees, third party vendors and representatives as required by the Privacy

Laws. “Personal Data” means (i) a natural person's name, street address, telephone number, email address, photograph,

social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally

identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by

GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits

the collection or analysis of any identifiable data related to an identified person's health or sexual orientation. Ambler Metals (A) has

not received written notice of any actual or potential liability of Ambler Metals under, or actual or potential violation by Ambler Metals

of, any of the Privacy Laws; (B) is not currently conducting or paying for, in whole or in part, any investigation, remediation or

other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; and (C) is not a party to any order,

decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposes any obligation or liability

under any Privacy Law.

(y) Ambler Metals is Solvent.

(z) (i) Ambler Metals is not a Restricted Entity nor is owned or Controlled by a Restricted Entity, and

(ii) none of the members of the board of directors or any executive officer (within the meaning of Rule 3b-7 promulgated pursuant

to the U.S. Exchange Act) of Ambler Metals is a Restricted Entity, is owned or Controlled, directly or indirectly, by a Restricted Entity,

or is acting on behalf of a Restricted Entity.

SCHEDULE “B”

REPRESENTATIONS AND WARRANTIES OF TRILOGY US

Trilogy US hereby represents and warrants to the Investor, as of the

date hereof and as of the Closing Date, that:

(a) To the knowledge of Trilogy US, the information (the “Information”) with respect to

Ambler Metals contained in Part I, Item 2 of the Trilogy Metals Inc. Annual Report on Form 10-K for the year ended November 30,

2025 (the “Form 10-K”) filed with the Securities and Exchange Commission is accurate and complete in all material

respects as of the date that the Form 10-K was filed, and Trilogy US is not aware after reasonable inquiry of any material adverse

changes to the information.

SCHEDULE “C”

REPRESENTATIONS AND WARRANTIES OF SOUTH32 USA

EXPLORATION

South32 USA Exploration hereby represents and warrants to the Investor,

as of the date hereof and as of the Closing Date, that:

(b) To the knowledge of South32 USA Exploration, the information (the “Information”) with

respect to Ambler Metals contained in the South32 Annual Report 2025 filed under Applicable Law is accurate and complete in all material

respects as of the date that the South32 Annual Report 2025 was filed and South32 USA Exploration is not aware after reasonable inquiry

of any material adverse changes to the Information.

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2624736d1_ex10-3.htm · Sequence: 4

Exhibit 10.3

PARTICIPATION

RIGHTS

AGREEMENT

THE UNITED STATES DEPARTMENT OF DEFENSE

- and -

TRILOGY METALS INC.

September 11, 2026

PARTICIPATION RIGHTS AGREEMENT

THIS AGREEMENT is made

as of the 11th day of September, 2026.

AMONG:

TRILOGY

METALS INC., a Company organised and existing under the laws of the Province of British Columbia (hereinafter referred to as

the “Company”),

- and -

THE

UNITED STATES DEPARTMENT OF DEFENSE, (also referred to herein as the “Department of War” or

“Investor”).

WHEREAS

A. Pursuant to an investment agreement between the Company and the Investor dated August 28, 2026 (the

“Investment Agreement”), the Investor has agreed to purchase 8,215,570 Units (as defined in the Investment Agreement)

of the Company at a price of $2.17 per Unit, with each Unit comprised of one Common Share (as defined herein) and three-quarters of one

Warrant (as defined in the Investment Agreement) for an aggregate purchase price of $17,827,786.90 (the “Private Placement”);

and

B. It is a condition to the completion of the Private Placement that the Company provide the Investor with

the rights provided for herein.

NOW THEREFORE,

in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree hereto as follows:

SECTION 1

GENERAL

1.1           Definitions

As used in this Agreement the following terms shall have the following

respective meanings:

(a) “Affiliate” means, with respect to any specified Person, any other Person which, directly

or indirectly, through one or more Persons Controls, or is Controlled by, or is under common Control with, such specified Person;

(b) “Agreement” means this participation rights agreement among the Company and the Investor

and all schedules hereto, as well as any amendment or modification which may be made hereto in writing as permitted by Section 4.5

from time to time;

each of the Reporting Jurisdictions and the respective rules and regulations

- 2 -

under such laws together with applicable

published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other

applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions;

(d) “Applicable Law” means, at any time, with respect to any Person, property, transaction,

event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official

requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or

applicable at such time to such Person, property, transaction, event or other matter, and also includes any interpretation thereof by

any Person having jurisdiction over it or charged with its administration or interpretation;

(e) “Business Day” means any day other than Saturday, Sunday or a statutory holiday when

banks are not open in New York, New York or Vancouver, British Columbia;

(f) “Common Shares” means common shares of the Company;

(g) “Control”, “Controlled by” and “under common Control with”,

as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the

management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;

(h) “Convertible Securities” means any security convertible, exchangeable or exercisable

for or into, with or without consideration, any Common Shares or other equity security of the Company, including any warrants, options

or other rights;

(i) “Company” has the meaning set forth in the preamble hereto;

(j) “Equity Securities” means (A) any Common Shares or other equity securities of

the Company and/or (B) any Convertible Securities;

(k) “Exempt Securities” means:

(i) Common Shares or other equity securities issued pursuant to, or pursuant to the exercise of Convertible

Securities issued under the Company’s Equity Incentive Plan, Restricted Share Unit Plan, Deferred Share Unit Plans or other equity

incentive plans;

(ii) Common Shares or other equity securities issued upon the exercise, conversion or exchange of any Convertible

Securities;

(iii) Common Shares or other equity securities issued pursuant to a Non-Cash Transaction;

(iv) Common shares or other equity securities issued pursuant to any “at-the-market distribution”

as such term is defined under National Instrument 44-102 – Shelf Distributions and in Rule 415 under the United States

Securities Act of 1933, as amended; and

- 3 -

(v) Common Shares or other equity securities issued in connection with any stock split, stock dividend or

recapitalization by the Company;

(l) “Exchange” means either the Toronto Stock Exchange or the NYSE American LLC and “Exchanges”

means both the Toronto Stock Exchange or the NYSE American LLC

(m) “Governmental Authority” means any (a) nation or government, state, commonwealth,

province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal,

state, local, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including

any relevant domestic, foreign, multinational or international body, governmental division, department, agency, board, bureau, commission,

instrumentality, official, organization, regulatory body, or other entity and any court, arbitrator, or other tribunal) exercising executive,

legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof;

(n) “Investor” has the meaning set forth in the preamble hereto;

(o) "Non-Cash Transaction" means a transaction whereby the Company issues Equity Securities

for non-cash consideration, or as a result of a consolidation, amalgamation, merger, arrangement, corporate reorganization or similar

transaction or business reorganization resulting in a combined Company;

(p) “Ownership Interest” means the percentage of the Equity Securities owned beneficially

by the Investor and its Affiliates, collectively, calculated in accordance with Section 1.6;

(q) “Participation Right” has the meaning set forth in Section 2.1;

(r) “Participation Right Acceptance Notice” has the meaning set forth in Section 2.4;

(s) “Participation Right Notice Period” has the meaning set forth in Section 2.4;

(t) “Participation Right Offer Notice” has the meaning set forth in Section 2.3;

(u) “Parties” means, collectively, the Company and the Investor, and “Party”

means either the Company or the Investor;

(v) “Person” means any individual, Company or company with or without share capital, partnership,

joint venture, association, trust, unincorporated organization, trustee, executor, administrator or other legal personal representative,

regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

(w) “Proceeding” means any action, appeal, petition, plea, charge, complaint, claim, suit,

demand, litigation, arbitration, mediation, hearing, inquiry, investigation, legal or administrative proceeding or other similar event,

occurrence or proceeding;

- 4 -

(x) “Proposed Offering” has the meaning set forth in Section 2.1;

(y) “Reporting Jurisdictions” means all of the jurisdictions in Canada in which the Company

is a “reporting issuer;”

(z) “Rights Offering” means a rights offering, dividend distribution, or any other transaction

in which the general body of holders of affected securities of the same class are treated identically on a per security basis and the

exercise, conversion or exchange of the securities offered pursuant to any such transaction;

(aa) “Shareholders” means the shareholders of

the Company;

(bb) “South 32” means South32 International Investment

Holdings Pty. Ltd.;

(cc) “South32 Participation Rights Agreement” means the Participation Rights Agreement dated

December 19, 2017 between South32 International Investment Holdings Pty. Ltd. and the Company, as it may be amended, restated or

replaced from time to time;

1.2           Recitals

The recitals form an integral part of this Agreement.

1.3           Headings

The inclusion of headings in this Agreement is

for convenience of reference only and shall not affect in any way the construction or interpretation of this Agreement.

1.4           Gender

and Number

In this Agreement, unless the context otherwise

requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.5           Currency

Except where otherwise expressly provided, all

amounts in this Agreement are stated and shall be paid in the currency of the United States.

1.6           Calculation

of Ownership Interest

For the purpose of this Agreement, the Ownership

Interest at any given time shall be calculated by using the number of the Common Shares on a non-diluted basis owned beneficially by the

Investor and its Affiliates, collectively, and dividing such number by the number of issued and outstanding Common Shares of the Company.

- 5 -

SECTION 2

PARTICIPATION RIGHT GRANTED BY THE COMPANY

2.1           Participation

Right

Subject to Section 2.7, the Investor shall

have a right (the “Participation Right”) to subscribe for any Equity Securities that the Company may, from time to

time, sell and issue after the date hereof whether pursuant to a public offering, private placement or otherwise, excluding any issuances

of Exempt Securities or issuances of Equity Securities pursuant to a Rights Offerings (“Proposed Offering”), in order

to maintain the Investor’s Ownership Interest in effect as of the date of a Participation Right Acceptance Notice.

The Parties acknowledge that South32 holds pre-emptive

participation rights pursuant to the South32 Participation Rights Agreement. The Company shall not be obligated to issue Equity Securities

to the Investor pursuant to the Participation Right to the extent that doing so, together with any securities issuable to South32 in respect

of the same Proposed Offering under the South32 Participation Rights Agreement, would exceed the number of Equity Securities available

in such Proposed Offering pursuant to Applicable Law and Exchange rules and requirements. The Company shall administer the Participation

Right and the South32 Participation Rights Agreement in a commercially reasonable manner so as to give effect to both participation rights

to the maximum extent practicable.

2.2           Shareholder

Approval

In the event that a Participation Right shall

be subject to Shareholder approval, the Company shall use its commercially reasonable efforts to cause the approval of such Participation

Right at the next meeting of Shareholders that is convened by the Company in order to allow the Investor to exercise its Participation

Right. The Company shall solicit proxies from the Shareholders for use at such meeting to obtain such approval.

2.3           Notice

of Participation Right

The Company shall send a written notice to the

Investor (the “Participation Right Offer Notice”) of any Proposed Offering specifying:

(a) the number and type of Equity Securities to be issued under the Proposed Offering;

(b) the price per Equity Security to be issued under the Proposed Offering;

(d) whether the Proposed Offering is a “bought deal”;

(e) the total number of the then issued and outstanding Common Shares (which shall include any securities

to be issued to persons having similar participation rights);

(f) all of the other material terms and conditions of the Proposed Offering.

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2.4           Exercise

of Participation Right

The Investor shall have a period of five (5) Business

Days from the date of the Participation Right Offer Notice (the “Participation Right Notice Period”) to notify the

Company in writing (the “Participation Right Acceptance Notice”) of the exercise of its Participation Right. Such Participation

Right Acceptance Notice shall specify:

(a) the number of Common Shares and other Equity Securities owned beneficially by the Investor and its Affiliates;

(b) the Investor’s Ownership Interest;

its Participation Right; and

(d) the number of Equity Securities that the Investor and its Affiliates will hold post the exercise of the

Participation Right.

If the Investor gives a Participation Right Acceptance

Notice, the sale of the Equity Securities to the Investor shall be completed at the same time as the completion of the Proposed Offering,

provided that the sale to the Investor may be completed after the completion of the Proposed Offering if such sale is subject to the approval

of the Shareholders.

2.5           Company’s

Failure to Close Proposed Offering

If the Company has not issued the Equity Securities

under a Proposed Offering within sixty (60) days of the expiry of the Participation Right Notice Period, the Company shall not thereafter

proceed with such Proposed Offering without providing the Investor with another opportunity to exercise its Participation Right in respect

of such Proposed Offering.

2.6           Bought

Deals

Notwithstanding the foregoing, if any Proposed

Offering to which this paragraph applies is to be conducted on a “bought deal” basis, then:

(a) the period for the Investor’s response under Section 2.5 shall be reduced to three (3) Business

Days; and

(b) notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, choose

not to include the Investor in the “bought deal” Proposed Offering but may instead complete a private placement with the Investor

at the same price as the “bought deal” Proposed Offering, to close concurrently with the ‘bought deal” Proposed

Offering, and the Investor and the Company shall act reasonably and in good faith, having regard to the specific circumstances surrounding

such “bought deal” Proposed Offering, so determine the Investors participation within the parameters contemplated by Section 2.1.

- 7 -

2.7           Termination

The Participation Right and this Participation

Rights Agreement will automatically terminate if the Investor’s and its Affiliates’ aggregate beneficial ownership of Common

Shares of the Company is reduced to less than 8,000,000 Common Shares (subject to appropriate adjustments for any share splits, share

consolidations. Combinations, recapitalizations or other similar events).

SECTION 3

ANTI-CORRUPTION

3.1           Compliance

with Laws

The Company shall not take, and shall cause its

subsidiaries not to take, any action, directly or indirectly, that will result in a violation of the Foreign Corrupt Practices Act

of 1977 (United States), as amended, and the rules and regulations thereunder, any applicable state law of the United States

of America regarding corruption, and the Corruption of Foreign Public Officials Act (Canada) (collectively, “Anti-corruption

Laws”). The Company shall maintain an internal accounting controls system and anti-corruption policies and procedures that meet

the Investor’s anti-corruption and anti-bribery requirements (as applicable to the Company), are reasonably designed to ensure the

proper authorization, recording and reporting of all transactions, and provide reasonable assurance that violations of applicable Anti-corruption

Laws will be prevented, detected and deterred.

SECTION 4

MISCELLANEOUS

4.1           Governing

Law

This Agreement shall be governed in all respects

by the United States Federal Law, without giving effect to the conflict-of-laws rules thereof to the extent such rules would

require or permit the application of the Applicable Laws of another jurisdiction. To the extent that United States Federal Law does not

specify the appropriate rule of decision for a particular matter at issue, it is the intention and agreement of the Parties that

the Applicable Laws of the State of New York (without giving effect to its conflict-of-laws rules) shall be adopted as the governing rule of

decision; provided, that notwithstanding the foregoing, (i) the procedures and matters necessary for the matters contemplated

hereby and actually required by reason of the Company being incorporated under the Applicable Laws of Canada, including but not limited

to the procedural requirements for the issuance of the Equity Securities, shall be governed by the Applicable Laws of Canada, and (ii) certain

mandatory provisions in respect of the Applicable Canadian Securities Legislation shall apply irrespective of the governing law as provided

in this Agreement.

The Company agrees to submit to the exclusive

jurisdiction and venue of the federal courts of the Southern District of New York (and its appellate courts) for any and all civil actions,

suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.

Investor, to the maximum extent permitted by law,

irrevocably agrees to submit itself, for any claim arising from, related to, or in connection with this Agreement or the transactions

contemplated hereby to the jurisdiction of (i) the U.S. Court of Federal Claims (ii) any other

- 8 -

Federal court or tribunal of competent jurisdiction;

and (iii) appellate courts from any of the foregoing.

Each Party hereby irrevocably and unconditionally

waives, to the fullest extent permitted by Applicable Law, and agrees not to assert, by way of motion or as a defense, counterclaim or

otherwise, (i) any objection which it may now or hereafter have to the laying of venue of any Proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby, (ii) any claim that it is not personally subject to the jurisdiction of

the above-mentioned courts for any reason, and (iii) any claim that any Proceeding brought in the above-mentioned courts has been

brought in an inconvenient forum or that the venue is improper. Each Party hereto other than Investor hereby irrevocably and unconditionally

waives, to the fullest extent permitted by Applicable Law, and agrees not to assert, by way of motion or as a defense, counterclaim or

otherwise, that it or its property is exempt or immune from jurisdiction of the above-mentioned courts or from any legal process commenced

in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution

of judgment or otherwise). Each Party hereto further irrevocably consents to service of process in the manner provided for notices in

Section 4.13. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted

by any Applicable Law.

THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST

EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT

OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE

TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED

BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN

EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

4.2           Specific

Performance

The Company acknowledges that the rights of the

Investor to enforce this Agreement are unique and recognizes and affirms that in the event of a breach of this Agreement by the Company,

money damages are inadequate and Investor would have no adequate remedy at law. It is accordingly agreed that Investor shall be entitled

to (and the Company shall not oppose on the basis that injunctive relief or specific performance is not available due to availability

of an adequate remedy at law) an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms

and provisions of this Agreement, without the necessity of showing any actual damages or that monetary damages would not afford an adequate

remedy, and without the necessity of posting any bond or other security, this being in addition to any other remedy to which it is entitled

at law or in equity.

- 9 -

4.3           Further

Assurances

Each of the Parties hereto shall, from time to

time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered

all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

4.4          Statements

as to Factual Matters

All statements as to factual matters contained

in the recitals, any certificate or other instrument delivered pursuant hereto in connection with the transactions contemplated hereby

shall be deemed to be representations and warranties under this Agreement.

4.5           Amendments

No amendment or waiver of any provision of this

Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall

constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless

otherwise expressly provided.

4.6           Assignment

No party may assign any of its rights or benefits

under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties. Notwithstanding

the foregoing the Investor shall be entitled to assign any or its rights or benefits under this Agreement to an Affiliate of the Investor.

4.7           Successors

and Assigns

This Agreement shall enure to the benefit of and

shall be binding on and enforceable by and against the parties and their respective permitted assigns and successors or executors or administrators.

4.8           Entire

Agreement

This Agreement constitutes the full and entire

understanding and agreement between the Parties with regard to the subject hereof and no Party shall be liable or bound to any other in

any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

4.9           Severability

In the event one or more of the provisions of

this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or

unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal

or unenforceable provision had never been contained herein.

- 10 -

4.10        Delays

and Omissions

It is agreed that no delay or omission to exercise

any right, power, or remedy accruing to any holder, upon any breach, default or noncompliance of any Party under this Agreement shall

impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any

acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit,

consent, or approval of any kind or character on any Party’s part of any breach, default or noncompliance under the Agreement or

any waiver on such Party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only

to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to holders,

shall be cumulative and not alternative.

4.11        Counterparts

This Agreement and all documents contemplated

by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (whether by fax

or other electronic means), with the same effect as if all parties had signed and delivered the same document, and all counterparts shall

be construed together to be an original and will constitute one and the same agreement.

4.12        Expenses

Each party will pay for its own costs and expenses

incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated

herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

4.13        Notices

Any notice or other communication that is required

or permitted to be given hereunder shall be in writing and shall be validly given delivered in person (including by courier service) or

by email as follows:

(a)            in

the case of the Investor:

United States Department of Defense

The Office of Industrial Base Policy

Assistant Secretary of Defense

Pentagon, Washington, DC 20301

Attention: Deputy Chief of Staff to the Deputy Secretary

of Defense

Email: [redacted]

With a copy to:

McDermott Will & Schulte LLP

2049 Century Park East, Suite 3200

Los Angeles, CA 90067-3206

Attention: Edward Zaelke

- 11 -

Email: [redacted]

(b)            in

the case of the Company:

Trilogy Metals Inc.

510 Burrard Street, Suite 901

Vancouver, British Columbia V6C 3A8

Attention:       Elaine

Sanders

Email:               [redacted]

Any such notice or other communication shall be

deemed to have been given and received (i) when personally delivered, or delivered by same-day courier; or (ii) on the fourth

business day after mailing by registered or certified mail, postage prepaid, return receipt requested; or (iii) upon delivery when

sent by nationally recognized prepaid overnight express delivery service (e.g., FedEx, UPS); or (iv) when sent by email or facsimile

and upon the receipt by the sending party of written confirmation by the receiving party; provided, however, that an automated facsimile

or email confirmation of delivery or read receipt shall not constitute such confirmation.

Any party may at any time change its address for

service from time to time by giving notice to the other parties in accordance with this Section 4.13.

[Signature page follows]

- 12 -

IN WITNESS WHEREOF, the parties hereto have executed this Participation

Rights Agreement as of the date set forth above.

THE

UNITED STATES DEPARTMENT OF DEFENSE

By:

/s/

Michael P. Duffey

Name:

Hon. Michael P. Duffey

Title:

Under Secretary of War for Acquisition and Sustainment

TRILOGY

METALS INC.

By:

/s/

Tony Giardini

Name:

Tony Giardini

Title:

President and Chief Executive Officer

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2624736d1_ex10-4.htm · Sequence: 5

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),

dated as of September 11, 2026, by and among TRILOGY METALS INC., a corporation organized and existing under the laws of the Province

of British Columbia, Canada (the “Company”), and the UNITED STATES DEPARTMENT OF DEFENSE (also referred to herein

as the “Department of War” or the “Initial Investor,” and together with its successors and any

Permitted Holders that becomes a party hereto pursuant to, and in accordance with, Section 13(c), the “Investors”

and each, an “Investor”).

WHEREAS, the Company and the Initial Investor

entered into an Investment Agreement, dated as of August 28, 2026 (the “Investment Agreement”), pursuant to which

the Company agreed to sell to the Initial Investor, and the Initial Investor agreed to purchase from the Company, units of the Company,

with each unit comprised of one common share, without par value (the “Common Shares”), and three-quarters of one warrant

(the “Warrants”), each full warrant exercisable to acquire a Common Share, on the terms and subject to the conditions

set forth in the Investment Agreement;

WHEREAS, the Initial Investor and South32 International

Investment Holdings Pty. Ltd., a company existing under the Laws of Australia (“South32”), entered into a Transaction

Agreement, dated as of August 28, 2026 (the “South32 Transaction Agreement”), pursuant to which South32 agreed

to sell to the Initial Investor, and the Initial Investor agreed to purchase from South32, (i) 8,215,570 Common Shares of the Company;

and (ii) a 10-year call option (the “Call Option”) to acquire 6,161,678 Common Shares of the Company at a strike

price of $0.01 per Common Share, on the terms and subject to the conditions set forth in the South32 Transaction Agreement; and

WHEREAS, it is a condition to the closing of the transactions

contemplated by the Investment Agreement (the “Closing”) that the Company and the Initial Investor enter into this

Agreement.

NOW, THEREFORE, in consideration of the foregoing and the

agreements contained in this Agreement, and intending to be legally bound by this Agreement, the Company and the Initial Investor agree

as follows:

Section 1. Definitions.

Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings given such terms in the Investment

Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Adverse Disclosure” means

the public disclosure of material non-public information that, in the good faith judgment of the independent members of the Board (after

consultation with the Investors and legal counsel), (i) would be required to be made in any registration statement filed with the

SEC by the Company so that such registration statement would not be materially misleading under applicable securities laws, (ii) would

not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) the

Company has a bona fide business purpose for not disclosing publicly.

“affiliate” of a specified person means

a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,

such specified person.

“Blackout Period” shall have the meaning

set forth in Section 2(c).

“Blackout Period Payment Date” shall

have the meaning set forth in Section 2(c).

“Block Trade” means a registered

offering and/or sale of Registrable Securities by any Investor on a coordinated or underwritten basis commonly known as a “block

trade” or “bought deal” (whether firm commitment or otherwise) not involving a roadshow or other substantial marketing

efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” means the Board of Directors

of the Company.

“Business Day” means any day

other than Saturday, Sunday or a statutory holiday when banks are not open in New York, New York or Vancouver, British Columbia.

“Closing” shall have the meaning set

forth in the recitals of this Agreement.

“Common Shares” shall have the meaning

set forth in the recitals of this Agreement.

“Company” shall have the meaning set

forth in the preamble of this Agreement.

“control” (including the terms

“controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to

direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, partnership

interests or other ownership interests, as trustee or executor, by contract or credit arrangement or otherwise.

“Cut Back Shares” shall have the meaning

set forth in Section 2(e). “Effectiveness Deadline” shall have the meaning set forth in Section 2(b).

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Federal Government” means the

United States government or any department, instrumentality or agency thereof, and any state government or any department,

instrumentality or agency thereof, other than the Initial Investor.

“Filing Deadline” shall have the meaning

set forth in Section 2(a).

“Indemnified Party” shall have the meaning

set forth in Section 9(c).

“Indemnifying Party” shall have the meaning

set forth in Section 9(c).

“Initial Investor” shall have the meaning

set forth in the preamble of this Agreement.

“Initial Registration Statement” shall

have the meaning set forth in Section 2(a).

“Inspectors” shall have the meaning set

forth in Section 7(k).

“Investment Agreement” shall

have the meaning set forth in the recitals of this Agreement.

“Investor(s)” shall have the meaning

set forth in the preamble of this Agreement.

“Investor Indemnitee” shall have the

meaning set forth in Section 9(a).

“Investors’ Counsel” shall have

the meaning set forth in Section 6(b).

“Law” means any U.S. or non-U.S. law,

including any statute, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of a Governmental

Authority of competent jurisdiction.

“Non-Party Affiliates” shall have the

meaning set forth in Section 13(j).

“Other Securities” shall have the meaning

set forth in Section 4(a).

“Permitted Holders” means (i) (a) the

Federal Government, (b) any department, agency, instrumentality or other entity of the Federal Government, or (c) any Affiliate

of any of the foregoing, in each case holding Registrable Securities as a result of one or more transfers, dispositions or distributions

by the Initial Investor or any Person described in clauses (a), (b) or (c), and (ii) any successor entity of the Initial Investor

or any Person described in clause (i).

“Person” shall have the meaning set forth

in the Investment Agreement.

“Piggyback Notice” shall have the meaning

set forth in Section 4(a).

“Piggyback Registration” shall have the

meaning set forth in Section 4(a).

“Principal Trading Market” means the

national securities exchange(s) or other trading market(s) on which the Common Shares are primarily listed on and quoted for

trading, which, as of the date hereof, shall be the Exchanges.

“prospectus” means the prospectus

included in a registration statement (including a prospectus that includes any information previously omitted from a prospectus filed

as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented

by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a registration

statement, and all other amendments and supplements to the prospectus, including post-effective amendments.

“Register,” “registered,”

and “registration” shall refer to a registration effected by preparing and (i) filing a registration statement

with the SEC in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering

of effectiveness of such registration statement by the SEC or (ii) filing a prospectus and/or prospectus supplement in respect of

an appropriate effective registration statement.

“Registrable Securities” means

(i) Common Shares issued pursuant to the Investment Agreement, (ii) Common Shares sold pursuant to the South32 Transaction

Agreement, including all Common Shares sold to the Investor upon exercise of the Call Option, (iii) Warrant Shares issuable (directly

or indirectly) upon exercise of the Warrants, (iv) any Common Shares hereafter acquired by an Investor or any Permitted Holder thereof,

including, for the avoidance of doubt, any Common Shares issuable (directly or indirectly) upon exercise of the Warrants and any Common

Shares issuable (directly or indirectly) upon the exercise of the Call Option, (v) any Common Shares acquired by any Affiliate of

the Investors, including the Federal Government, directly or indirectly from the Investors or another Permitted Holder thereof and which

shares were originally acquired in connection with the Investment Agreement or the South32 Transaction Agreement, and (vi) any securities

issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend, stock split,

recapitalization or other distribution with respect to, or in exchange for, or in replacement of, the Common Shares referenced in clauses

(i) through (v) above; provided that the term “Registrable Securities” shall exclude in all cases any securities

(x) that are sold pursuant to an effective registration statement under the Securities Act or publicly resold in compliance with

Rule 144, or (y) that shall have ceased to be outstanding. Solely for purposes of determining at any time whether any Registrable

Securities are then held, outstanding or transferred, the Warrant shall be treated on an as-exercised basis (without regard to any limitation

on conversion in the Warrant), as Registrable Securities.

“Registration Expenses” shall

mean, with respect to any registration and without limitation, (i) all SEC, stock exchange, FINRA and other registration and filing

fees, (ii) all fees and expenses of compliance with securities or blue sky laws (including reasonable fees, charges and disbursements

of counsel to any underwriter incurred in connection with blue sky qualifications of Registrable Securities as may be set forth in any

underwriting agreement), all word processing, duplicating and printing expenses, messenger and delivery expenses, fees and disbursements

of counsel for the Company and all independent public accountants, fees paid to other Persons retained by the Company, (vi) the

Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing

legal or accounting duties), (vii) the expenses of any annual audit or quarterly review or comfort letter, (viii) the expenses

(including premiums) of any liability or other insurance and (ix) the expenses and fees for listing the securities to be registered

on each securities exchange on which the same class of securities issued by the Company are then listed.

“Registration Statement” means

any registration statement that is required to register the resale of Registrable Securities under this Agreement, including the related

prospectus and any pre- and post-effective amendments and supplements to each such registration statement or prospectus.

“Requisite Investors” shall have the

meaning set forth in Section 12.

“SEC” means the Securities and Exchange

Commission.

“SEC Restrictions” shall have the meaning

set forth in Section 2(e).

“Securities” means collectively, Registrable

Securities.

“Securities Act” means the

Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Expenses” shall mean

all underwriting discounts, selling commissions and stock transfer taxes, if any, applicable to the sale of Registrable Securities and

all related fees and expenses of the Investors (other than such fees and expenses included in Registration Expenses).

“Subsidiary” shall mean any company,

partnership, limited liability company, joint venture, joint stock company, trust, unincorporated organization or other entity at least

50% of the voting capital stock of which is owned, directly or indirectly, by the Company.

“Suspension Period” shall have the meaning

set forth in Section 3(d).

“Warrant Shares” means the

Common Shares issued or issuable upon exercise of the Warrants.

“WKSI” means a “well

known seasoned issuer” as defined under Rule 405 of the Securities Act.

Section 2.               Resale

Registration Rights.

(a)            No

later than sixty (60) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and

file with the SEC one registration statement on Form S-3 (the “Initial Registration Statement”) covering the

resale of all of the Registrable Securities not currently registered and naming the Investors as selling stockholders therein. Such Registration

Statement shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416),

such indeterminate number of additional Common Shares resulting from stock splits, stock dividends or similar transactions with respect

to the Registrable Securities. If the Company is a WKSI, the Initial Registration Statement shall be an automatically effective Registration

Statement on Form S-3ASR or, if an existing registration statement on Form S-3ASR is effective, the Company may file a prospectus

supplement to such existing registration statement registering the resale of the Registrable Securities. If Form S-3 is not then

available for the registration of the resale of the Registrable Securities hereunder, the Company shall (i) register the resale

of the Registrable Securities on another appropriate form such as Form S-1 and (ii) undertake to register the Registrable Securities

on Form S-3, as soon as such form is available, provided, that the Company shall maintain the effectiveness of the registration

statement then in effect until such time as a registration statement on Form S-3 covering the Registrable Securities has been declared

effective by the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in

the form attached hereto as Exhibit A.

(b)            The

Company shall use reasonable best efforts to have the Initial Registration Statement declared effective by the SEC at the earliest possible

date but no later than the earlier of (a) the 90th calendar day following the initial filing date of the Initial

Registration Statement, if the SEC notifies the Company that it will

“review” the Initial Registration Statement, and (b) the fifth Business Day after the date the Company is notified (orally

or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject

to further review (the “Effectiveness Deadline”); provided, however, that if the Company has filed the

Initial Registration Statement pursuant to a Registration Statement on Form S-3ASR, the Effectiveness Deadline shall be the initial

filing date of the Initial Registration Statement. The Company shall notify the Investors via email within twenty-four (24) hours after

any Registration Statement is declared effective and shall simultaneously provide the Investors with access to a copy of any related

prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall use reasonable

best efforts to keep the Initial Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities

Act and available for the resale by the Investors of all of the Registrable Securities covered thereby at all times until the earliest

to occur of the following events: (i) the date on which the Investors shall have resold all the Registrable Securities covered by

the applicable Registration Statement or pursuant to Rule 144; and (ii) the date on which the Registrable Securities may be

resold by the Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144,

and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or

any other rule of similar effect, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed

and acceptable to the transfer agent for the Common Shares and the affected Investor. The Company will prepare and file with the SEC

any amendments, post-effective amendments or supplements to the Initial Registration Statement or any related prospectus, as applicable,

that, (a) may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act

and the Exchange Act with respect to the sale of all of the applicable Registrable Securities covered thereby, or (b) in the reasonable

opinion of the Investors and the Company, may be necessary or advisable in connection with any acquisition or sale of applicable Registrable

Securities by the Investors. The Initial Registration Statement (including any amendments or supplements thereto and prospectuses contained

therein) shall each not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,

or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(i) the Initial Registration Statement has not been filed by the Filing Deadline, (ii) the Initial Registration Statement has

not been declared effective by the Effectiveness Deadline, or (iii) after any Registration Statement has been declared effective

by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a

stop order, or the Company's failure to update such Registration Statement), but excluding any Allowed Delay (as defined below) or, if

the Registration Statement is on Form S-1, for a period of 20 days following the date on which the Company files a post-effective

amendment to incorporate the Company's Annual Report on Form 10-K, then the Company will make pro rata payments to each Investor

then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount paid

pursuant to the Investment Agreement by such Investor for such Registrable Securities then held by such Investor on the date of the applicable

failure and for each 30-day period or pro rata for any portion thereof during which the failure continues (the “Blackout Period”).

Such payments shall constitute the Investors' exclusive monetary remedy for such events, but shall not affect the right of the Investors

to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid in cash no later than five

Business Days after each such failure and each such 30-day period (pro-rated for periods totaling less than 30 days) following the commencement

of the Blackout Period until the termination of the Blackout Period (the “Blackout Period Payment Date”). Interest

shall accrue at the rate of 1.0% per month on any such liquidated damages payments that shall not be paid by the Blackout Period Payment

Date until such amount is paid in full. Notwithstanding the above, in no event shall the aggregate amount of liquidated damages (or interest

thereon) paid under this Agreement to any Investor exceed, in the aggregate, 5.0% of the aggregate purchase price of the Securities (as

defined in the Investment Agreement) purchased by such Investor under the Investment Agreement.

(d)            Notwithstanding

anything to the contrary contained herein, (i) the Company shall not be required to file a Registration Statement (or any amendment

thereto) or, if a Registration Statement has been filed but not declared effective by the SEC, request effectiveness of such Registration

Statement, for a period of up to forty-five (45) days, if (A) the Company determines in good faith that a postponement is in the

best interest of the Company and its stockholders generally due to a pending transaction involving the Company (including a pending securities

offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization,

consolidation or other significant transaction involving the Company), (B) the Company determines such registration would render

the Company unable to comply with applicable securities laws, (C) the Company determines such registration would require disclosure

of material information that the Company has a bona fide business purpose for preserving as confidential, or (D) audited financial

statements as of a date other than the fiscal year end of the Company would be required to be prepared; and (ii) the Company may,

upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration

Statement, including any prospectus that forms a part of a Registration Statement, if the Company (X) determines that it would be

required to make disclosure of material information in the Registration Statement that the Company has a bona fide business purpose for

preserving as confidential, (Y) the Company determines it must amend or supplement the Registration Statement or the related prospectus

so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances

under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public

event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the

Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be

suspended from selling Registrable Securities pursuant to the Registration Statement on more than two occasions or for a period that

exceeds 30 consecutive Business Days or 60 total Business Days in any 12-month period (any such suspension contemplated by this Section 2(d),

an “Allowed Delay”). In no event shall the Company provide, without the prior written consent of an Investor, to such

Investor any material, non-public information giving rise to an Allowed Delay. Upon disclosure of such information or the termination

of the condition described above, the Company shall provide prompt notice to holders whose Registrable Securities are included in the

Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable

actions to permit registered sales of Registrable Securities as contemplated hereby.

(e)            If

at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement are

not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any

Investor to be named as an “underwriter,” the Company shall (i) promptly notify each holder of Registrable Securities

thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration Statement

is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none

of the Investors is an “underwriter.” The Investors shall have the right to select one legal counsel, at such Investors’

expense, to review and oversee any registration or matters pursuant to this Section 2(e), including participation in any

meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with

respect thereto. No such written submission with respect to this matter shall be made to the SEC to which the Investors’ Counsel

reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this

Section 2(e), the SEC refuses to alter its position, the Company shall (i) remove from such Registration Statement such

portion of the Registrable Securities (the “Cut Back Shares”) as provided below and/or (ii) agree to such restrictions

and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance

with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that

the Company shall not name any Investor as an “underwriter” in such Registration Statement without the prior written consent

of such Investor (provided that, in the event an Investor withholds such consent, the Company shall have no obligation hereunder

to include any Registrable Securities of such Investor in any Registration Statement covering the resale thereof until such time as the

SEC no longer requires such Investor to be named as an “underwriter” in such Registration Statement or such Investor otherwise

consents in writing to being so named). Unless otherwise directed in writing by a holder as to its Registrable Securities, the number

of Registrable Securities to be registered on such Registration Statement will be reduced as follows (unless the SEC Restrictions otherwise

require or provide or the holders otherwise agree):

(i)            First,

the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

(ii)            Second,

in the case of the Initial Registration Statement, the Company shall reduce Registrable Securities represented by Warrant Shares (applied,

in the case that some Warrant Shares may be registered, to the Investors on a pro rata basis

based on the total number of unregistered Warrant Shares held by such Investors); and

(iii)            Third,

the Company shall reduce Registrable Securities represented by Common Shares (applied, in the case that some Common Shares may be registered,

to the Investors on a pro rata basis based on the total number of unregistered Common Shares

held by such Investors).

From and after such date as the Company is

able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares

all of the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration

Statement and its obligations to use reasonable efforts to have such Registration Statement declared effective within the time

periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut Back Shares

and any registration statement so filed shall be deemed a “Registration Statement” under this Agreement.

Section 3.               Demand

Registration.

(a)            Subject

to the terms and conditions of this Agreement, including Section 2(d), if at any time following the Closing Date, the Company

receives a written request from an Investor, or group of Investors, that the Company register under the Securities Act, Registrable Securities

representing at least 20% of the Registrable Securities then held by all Investors, then the Company shall file, as promptly as reasonably

practicable but no later than thirty (30) calendar days following the date of receipt of such request, a Registration Statement under

the Securities Act covering all Registrable Securities that the Investors request to be registered. If the Company is a WKSI, the Initial

Registration Statement shall be an automatically effective Registration Statement on Form S-3ASR or, if an existing registration

statement on Form S-3ASR is effective, the Company may file a prospectus supplement to such existing registration statement registering

the resale of the Registrable Securities. If Form S-3 is not then available for the registration of the resale of Registrable Securities

hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form such as Form S-1

and (ii) undertake to register the Registrable Securities on Form S-3, as soon as such form is available, provided,

that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement

on Form S-3 or covering the Registrable Securities has been declared effective by the SEC.

(b)            If

the requesting Investors intend to distribute the Registrable Securities covered by their request by means of an underwriting, (i) such

Investors shall so advise the Company as a part of its request made pursuant to Section 3(a) and (ii) such Investors

shall have the right to appoint the book-running, managing and other underwriter(s) after consultation with the Company.

Company shall not be required to effect a registration pursuant to this Section 3: (i) after the Company has effected

three registrations pursuant to this Section 3, and each of such registrations has been declared or ordered effective and

kept effective by the Company as required by Section 7(a); or (ii) more than twice during any single calendar year;

provided, however, that a request for registration will not count for the purposes of this limitation if (x) the applicable

Investors determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the

proposed registration, or (y) the Registration Statement relating to such request is not declared effective within the Effectiveness

Deadline.

(d)            Notwithstanding

anything to the contrary in this Agreement, (1) upon notice to the applicable Investors, the Company may delay the filing and/or

the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any Registration Statement filed pursuant

to this Section 3 for up to ninety (90) days in the aggregate in any twelve-month period (a “Suspension Period”)

if the Company would have to make an Adverse Disclosure in connection with the Registration Statement; provided that any suspension

of a Registration Statement pursuant to Section 8(a) or Section 7(j) shall be treated as a Suspension

Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 3(d); and (2) upon

notice to the applicable Investors, the Company may delay the filing and/or the Effectiveness Deadline with respect to any Registration

Statement for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety

(90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible

into or exchangeable for Common Shares); provided that (i) the Company is actively employing in good faith all commercially

reasonable efforts to launch such registered offering throughout such period, (ii) the Investors are afforded the opportunity to

include Registrable Securities in such registered offering in accordance with Section 4 and (iii) the right to delay

or suspend the effectiveness or availability of such Registration Statement pursuant to this clause (2) shall not be exercised by

the Company more than two (2) times in any twelve-month period and not more than ninety (90) days in the aggregate in any twelve-month

period. If the Company shall delay any filing pursuant to this Section 3(d) for more than ten (10) Business Days,

the applicable Investors may withdraw the demand therefor at any time after such ten (10) Business Days so long as such delay is

then continuing by providing written notice to the Company to such effect, and any demand so withdrawn shall not count as a demand for

registration for any purpose under this Section 3, including Section 3(c).

(e)            The

Company shall use reasonable best efforts to have each Registration Statement filed pursuant to this Section 3 declared effective

by the SEC at the earliest possible date but no later than the earlier of (a) the 90th calendar day following the initial filing

date of such Registration Statement, if the SEC notifies the Company that it will “review” the Registration Statement and

(b) the fifth Business Day after the applicable Effectiveness Deadline, and in any event, will notify the applicable Investors via

email within twenty-four (24) hours after any Registration Statement is declared effective and shall simultaneously provide the Investors

with access to a copy of any related prospectus to be used in connection with the sale or other disposition of the securities covered

thereby. The Company shall use reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415

promulgated under the Securities Act and available for the resale by the Investors of all of the Registrable Securities covered thereby

at all times until the earliest to occur of the following events: (i) the date on which the Investors shall have resold all the

Registrable Securities covered thereby by the applicable Registration Statement; and (ii) the date on which the Registrable Securities

may be resold by the Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144,

and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or

any other rule of similar effect, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed

and acceptable to the transfer agent for the Common Shares and the affected Investor. The Company will prepare and file with the SEC

any amendments, post-effective amendments or supplements to the Registration Statement or any related prospectus, as applicable, that,

(a) may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act and the

Exchange Act with respect to the sale of all of the Registrable Securities covered thereby, or (b) in the reasonable opinion of

the Investors and the Company, may be necessary or advisable in connection with any acquisition or sale of Registrable Securities by

the Investors. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall

each not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary

to make the statements therein, in light of the circumstances in which they were made, not misleading.

(f)            Notwithstanding

the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any registration pursuant to this Section 3

advises the Company and the Investors in writing that, in its good faith judgment, the number of Registrable Securities requested to

be included in such offering exceeds the number of Registrable Securities which can be sold in such offering at a price acceptable to

the Investors, then the number of Registrable Securities so requested to be included in such offering shall be reduced to that number

of shares which, in the good faith judgment of the managing underwriter, can be sold in such offering at such price.

Section 4.               Piggyback

Registration.

(a)            Subject

to the terms and conditions of this Agreement, if at any time the Company files a registration statement under the Securities Act with

respect to an offering of Common Shares or other equity securities of the Company (such Common Shares and other equity securities collectively,

“Other Securities”), whether or not for sale for its own account (other than a registration statement (i) on

Form S-4, Form S-8 or any successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment

plan, (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders,

(iv) for an offering of debt, preferred equity or other securities convertible, exchangeable or exercisable into equity securities

of the Company or (v) pursuant to and in accordance with Section 2 or Section 3) and, at such time (with

respect to the proposition to file a registration statement), there is not an already existing Registration Statement covering the Registrable

Securities, then the Company shall use commercially reasonable efforts to give written notice of such filing to the Investors at least

ten (10) Business Days before the anticipated filing date (the “Piggyback Notice”). In no event shall the Company

provide, without the prior written consent of an Investor, to such Investor any material, non-public information in the Piggyback Notice.

The Piggyback Notice shall offer each Investor the opportunity to include in such registration statement, subject to the terms and conditions

of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a “Piggyback Registration”).

Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in each such

Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investors written requests

for inclusion therein within ten (10) Business Days following receipt of any Piggyback Notice by the Investors, which request shall

specify the maximum number of Registrable Securities intended to be disposed of by the Investors and the intended method of distribution.

For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the

commencement of any sale of Other Securities in a public offering to which this Section 4 applies unless the Investors shall

have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement

of such sale of Other Securities. Each Investor shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback

Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such

Piggyback Registration. No Piggyback Registration shall count towards the number of demand registrations that the Investors are entitled

to make in any period or in total pursuant to Section 3. The Company shall 11 not be required to maintain the effectiveness

of a Piggyback Registration beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the

distribution by the Investors of the Registrable Securities, if any, included in such registration statement.

(b)            If

any Other Securities are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall

have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the

Investors shall be permitted to include all Registrable Securities requested by the Investors to be included in such registration in

such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or any third party to be

included in such offering; provided, however, that if such offering involves an underwritten offering and the managing

underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount

of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having

rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities

that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included

together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount

of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without

so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion

as follows: (x) to the extent such public offering is the result of a registration initiated by the Company, (i) first,

all Other Securities being sold by the Company; (ii) second, all Registrable Securities requested to be included in such

registration by the Investors and (iii) third all Other Securities of any holders thereof (other than the Company and the

Investors) requesting inclusion in such registration, or (y) to the extent such public offering is the result of a registration

initiated by any Persons (other than the Company or the Investors) exercising a contractual right to demand registration, (i) first,

pro rata among all Other Securities owned by such Persons exercising the contractual right

and all Registrable Securities requested by the Investors to be included in such registration, (ii) second, all Other Securities

of any holders thereof (other than the Investors, the Company and the Persons exercising the contractual right) requesting inclusion

in such registration, pro rata, based on the aggregate number of Other Securities beneficially

owned by each such holder; and (iii) third, all Other Securities being sold by the Company.

Section 5.        Block

Trades. Notwithstanding any other provision of this Agreement, if an Investor desires to effect a Block Trade, then such Investor

shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade will commence. The

Company shall use its commercially reasonable efforts to facilitate such Block Trade, provided that such Investor engaging in

such Block Trade use their reasonable best efforts to work with the Company (including by disclosing the maximum number of Registrable

Securities proposed to be the subject of such Block Trade) in order to facilitate preparation of the Registration Statement, prospectus

and other offering documentation related to the Block Trade and any related due diligence and comfort procedures. In the event of a Block

Trade, and after consultation with the Company, the Investor shall determine the maximum number of Registrable Securities, the underwriter

or underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering,

provided, that any such Investors may not, without the Company’s prior written consent, request a Block Trade the reasonably

anticipated gross proceeds of which shall be less than $5,000,000 (unless the participating Investors are proposing to sell all of their

remaining Registrable Securities).

Section 6.               Expenses

of Registration.

(a)            Except

as specifically provided for in this Agreement, all Registration Expenses incurred in connection with any registration, qualification

or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registration hereunder, shall

be borne by the Investors in proportion to the number of Registrable Securities for which registration was requested. The Company shall

not, however, be required to reimburse the Investors, as applicable, for any Registration Expenses incurred by them for any registration

proceeding begun pursuant to Section 3, the request of which has been subsequently withdrawn by the Investors unless (a) the

withdrawal is based upon materially adverse circumstances or conditions or material adverse information concerning the Company or its

Subsidiaries that the Company had not publicly disclosed in a report filed with or furnished to the SEC under the Exchange Act at least

three (3) Business Days prior to the request, (b) the withdrawal is made in accordance with the last sentence of Section 3(d),

or (c) the Investors agree to forfeit their right to one requested registration pursuant to Section 3.

(b)            In

connection with each registration pursuant to Sections 2 and 3, in addition to the Registration Expenses payable pursuant to Section 6(a),

the Company shall pay, or cause to be paid, the reasonable fees and expenses incurred by Investor for no more than one United States

counsel, which shall initially be McDermott Will & Schulte LLP (“Investors’ Counsel”).

Company’s payment of fees and expenses of the Investors pursuant to clauses (a) and (b) above shall not exceed $100,000.

Section 7.               Obligations

of the Company. Whenever required to effect the registration of any Registrable Securities pursuant to Section 2,

Section 3 or Section 4 of this Agreement, the Company shall, as promptly as reasonably practicable:

(a)            With

respect to a registration pursuant to Section 2 or Section 3 of this Agreement, prepare and as soon as practicable

file with the SEC a Registration Statement (including all required exhibits to such Registration Statement ) with respect to such Registrable

Securities and use reasonable best efforts to cause such Registration Statement to become effective, or prepare and file with the SEC

a prospectus supplement with respect to such Registrable Securities pursuant to an effective Registration Statement and keep such Registration

Statement effective or such prospectus supplement current, in the case of a registration pursuant to Section 2, Section 3,

or Section 4, in accordance with Section 2, Section 3, or Section 4, as applicable. The

Company shall file any final prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under

the Securities Act by 9:30 a.m. New York time on the Business Day following the date the applicable Registration Statement is declared

effective.

(b)            Prepare

and file with the SEC such amendments and supplements to the applicable Registration Statement and the prospectus or prospectus supplement

used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect

to the disposition of all securities covered by such Registration Statement for the period required by Section 2, Section 3

or Section 4 of this Agreement (including any extension provided for therein).

less than five (5) Business Days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement

thereto, the Company shall furnish to the Investors and Investors’ Counsel copies of all such documents proposed to be filed and

give reasonable consideration to the inclusion in such documents of any comments reasonably and timely made by the Investors and Investors’

Counsel; provided that the Company shall include in such documents any such comments that are necessary to correct any material

misstatement or omission regarding the Investor.

(d)            Furnish

to the Investors and Investors’ Counsel such number of copies of the applicable Registration Statement and each such amendment

and supplement thereto (including upon request in each case all exhibits but not documents incorporated by reference) and of a prospectus,

including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Investors

may reasonably request in order to facilitate the disposition of Registrable Securities by the Investors. The Company hereby consents

to the use of such prospectus and each amendment or supplement thereto by the Investors in accordance with applicable Law in connection

with the offering and sale of the Registrable Securities covered by such prospectus and any amendment or supplement thereto.

(e)            Prior

to any offering of Common Shares pursuant to the Registration Statement, the Company shall use commercially reasonable efforts to (i) arrange

for the qualification of the Common Shares for offer and sale under the securities or “blue sky” laws of such states of the

United States as the Investors shall reasonably request and shall maintain such qualification in effect so long as required to enable

the Investors to consummate the disposition in such jurisdictions of the Common Shares, and (ii) reasonably cooperate with the Investors

in connection with any filings required to be made with FINRA; provided, that in no event shall the Company be obligated to qualify

to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to taxation or service

of process in suits, other than those arising out of any offering pursuant to the Registration Statement, in any jurisdiction where it

is not then so subject.

(f)            Enter

customary agreements and take such other actions as are reasonably required in order to facilitate the disposition of such Registrable

Securities, including, if the method of distribution of Registrable Securities is by means of an underwritten offering, using commercially

reasonable efforts to, (i) participate in and make documents available for the reasonable and customary due diligence review of

underwriters during normal business hours, on reasonable advance notice and without undue burden or hardship on the Company; provided

that (A) any party receiving confidential materials shall execute a confidentiality agreement on customary terms if reasonably requested

by the Company and (B) the Company may in its reasonable discretion restrict access to competitively sensitive or legally privileged

documents or information, (ii) cause the chief executive officer and chief financial officer to be available at reasonable dates

and times to participate in “road show” presentations and/or investor conference calls to market the Registrable Securities

during normal business hours, on reasonable advance notice and without undue burden or hardship on the Company or the conduct of the

Business of the Company; provided that the aggregate number of days of “road show” presentations in connection with

an underwritten offering of Registrable Securities for each registration pursuant to a demand made under Section 3 shall

not exceed five (5) Business Days and (iii) negotiate and execute an underwriting agreement in customary form with the managing

underwriter(s) of such offering and such other documents reasonably required under the terms of such underwriting arrangements,

including using commercially reasonable efforts to procure a customary legal opinion and auditor “comfort” letters; provided,

that the Company’s obligations under this section 7(f) is limited to an underwritten offering of Registrable Securities the

reasonably anticipated gross proceeds of which shall be no less than $10,000,000 (unless the participating Investors are proposing to

sell all of their remaining Registrable Securities). The Investors shall also enter into and perform their obligations under any such

underwriting agreement.

(g)            Give

notice to the Investors as promptly as reasonably practicable:

(i)            when

any Registration Statement filed pursuant to Section 3 or in which Registrable Securities are included pursuant to Section 4

or any amendment to such Registration Statement has been filed with the SEC and when such Registration Statement or any post-effective

amendment to such Registration Statement has become effective;

(ii)            of

any request by the SEC for amendments or supplements to any Registration Statement (or any information incorporated by reference in,

or exhibits to, such Registration Statement ) filed pursuant to Section 3 or in which Registrable Securities are included

pursuant to Section 4 or the prospectus (including information incorporated by reference in such prospectus) included in

such Registration Statement or for additional information;

(iii)            of

the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement filed pursuant to Section 3

or in which Registrable Securities are included pursuant to Section 4 or the initiation of any proceedings for that purpose;

(iv)            of

the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Common

Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v)            of

the occurrence of any event that requires the Company to make changes to any effective Registration Statement or the prospectus so that,

as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact

required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances

under which they were made) not misleading.

(h)            Use

its commercially reasonable efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any

Registration Statement referred to in Section 7(g)(iii) at the earliest practicable time.

(i)            Upon

request, furnish to the Investors, without charge, at least one copy of the Registration Statement and any post-effective amendment thereto,

and, if the Investors so request in writing, all exhibits thereto.

(j)            Upon

the occurrence of any event contemplated by subsections (g)(iii) through (v) above, the Company shall promptly

prepare and file a post-effective amendment to the Registration Statement or an amendment or supplement to the related prospectus or

file any other required document to remedy the basis for any suspension of the Registration Statement and so that, as thereafter delivered

to any sales or placement agents or underwriters acting on the Investors’ behalf, the prospectus will not include an untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading. If the Company notifies the Investors in accordance with subsections

(g)(iii) through (v) above to suspend the use of the prospectus until the requisite changes to the prospectus

have been made, then the Investors shall suspend the use of such prospectus and use its commercially reasonable efforts to return to

the Company all copies of such prospectus (at the Company’s expense) other than permanent file copies then in the Investors’

or its representatives’ possession; provided that such suspension shall be treated as a Suspension Period for purposes of

calculating the maximum number of days of any Suspension Period under Section 3(d).

(k)            Use

all commercially reasonable efforts to furnish or make available (and cause the Company’s officers, directors, employees and independent

public accountants to furnish or make available) upon reasonable notice and during normal business hours, for inspection by the Investors, Investors’

Counsel, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other

agent retained by any such seller or underwriter (collectively the “Inspectors”), all pertinent financial and other

records, pertinent documents and properties of the Company and its Subsidiaries, as shall be reasonably necessary to enable them to exercise

their due diligence responsibility pursuant to the Securities Act, the Exchange Act and the rules and regulations thereunder, and

cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection

with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors

are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to

the Company if the Company shall so request) unless (A) the disclosure of such Records is necessary, in the Inspector’s judgment,

to avoid or correct a misstatement or omission in the Registration Statement, (B) the release of such records is ordered pursuant

to a subpoena or other order from a court of competent jurisdiction after compliance with the last sentence of this clause (k) or

(C) the information in such records was known to the Inspectors on a nonconfidential basis prior to its disclosure by the Company

or has been made generally available to the public. The Company understands that Initial Investor is subject to the U.S. Freedom of Information

Act (“FOIA”), 5 U.S.C. § 551 et seq., and is required to disclose records requested by the public unless the records

are exempt from disclosure under FOIA. If Initial Investor or any successor Investor receives requests from the public for disclosure

of Parent’s confidential information, it will, consistent with the regulations at 32 C.F.R. § 286.10, notify the Company and

will reasonably consider any request from the Company to withhold the confidential information from disclosure under any applicable exemptions

in the FOIA, in accordance with relevant agency procedures. If the Investor determines that an exemption applies, it will withhold the

confidential information from disclosure unless ordered by a federal court to disclose the confidential information. If the Investor

determines that no exemption applies, Investor shall (i) use commercially reasonable efforts to provide Parent with prior written

notice of any information that it intends to disclose, to the extent permitted by applicable Law, and (ii) limit its disclosure

to the maximum extent permitted by applicable Law. The Investors agree that they shall, upon learning that disclosure of such records

is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to

undertake appropriate action to prevent disclosure of the records deemed confidential.

(l)             Keep

Investors and Investors’ Counsel advised in writing as to the initiation and, as appropriate, of the progress of any registration

under Section 3 or Section 4 and provide Investors’ Counsel with all correspondence with the SEC in connection

with any such Registration Statement.

(m)            No

later than the later of (i) the date which is four months and one day after the Closing Date, and (ii) the effective date of

any Registration Statement, use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent for

settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry

form in accordance with any procedures reasonably requested by the Investors or the managing underwriter(s). In connection therewith,

if reasonably required by the Company’s transfer agent, the Company shall promptly after the effectiveness of the Registration

Statement cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its

transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and

direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable Securities

under the Registration Statement following the date that is four months and one day after the Closing Date.

(n)            Use

its reasonable best efforts to take or cause to be taken all other actions, and do and cause to be done all other things, necessary or

reasonably advisable in the opinion of the Investors to effect the registration of the Registrable Securities contemplated hereby and

to cause all Registrable Securities covered by a Registration Statement to be listed on the Principal Trading Market.

Section 8.               Suspension

of Sales.

(a)            Upon

receipt of written notice from the Company pursuant to Section 7(g)(v) of an Allowed Delay, the Investors shall promptly

discontinue disposition of Registrable Securities until the Investors (i) have received copies of a supplemented or amended prospectus

or prospectus supplement pursuant to Section 7(j) or (ii) is advised in writing by the Company that the use of

the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, the Investors shall deliver

to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Investors’ possession,

of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such

notice. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended securities to a transferee

of an Investor in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract

for sale, prior to such Investor’s receipt of the notice and for which such Investor has not yet settled.

Section 9.               Indemnification.

(a)            Notwithstanding

any termination of this Agreement, the Company shall indemnify and hold harmless the Investors, including for the avoidance of doubt,

any Permitted Holder, and their respective officers, directors, employees, agents, partners, members, stockholders, representatives and

affiliates, and each person or entity, if any, that controls the Investors and any participating Permitted Holder within the meaning

of Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, employees, agents and employees

of each such controlling Person (each, an “Investor Indemnitee”), against any and all losses, claims, damages, actions,

liabilities, costs and expenses (including reasonable fees, expenses and disbursements of attorneys and other professionals), joint or

several, arising out of or based upon any untrue or alleged untrue statement of material fact contained or incorporated by reference

in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements

thereto or contained in any “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities

Act) prepared by the Company or authorized by it in writing for use by the Investors or any amendment or supplement thereto; or any omission

or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading; provided that the Company shall not be liable to such Investor

Indemnitee to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises

out of or is based upon (i) any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance

upon and in conformity with written information furnished to the Company by or on behalf of the Investor Indemnitee claiming indemnification

specifically for inclusion therein, (ii) offers or sales effected by or on behalf such Investor Indemnitee “by means of”

(as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that

was not authorized in writing by the Company, or (iii) the failure to deliver or make available to a purchaser of Registrable Securities

a copy of any preliminary prospectus, pricing information or final prospectus contained in the applicable registration statement or any

amendments or supplements thereto (to the extent the same is required by applicable Law to be delivered or made available to such purchaser

at the time of sale of contract); provided that the Company shall have delivered to the Investors such preliminary prospectus

or final prospectus contained in the applicable registration statement and any amendments or supplements thereto pursuant to Section 7(d) no

later than the time of contract of sale in accordance with Rule 159 under the Securities Act.

Section 10.             Agreement

to Furnish Information. If reasonably requested by the Company or the book-running managing underwriters of Common Shares

(or other securities of the Company convertible into Common Shares), the Investors shall provide such information regarding the Investors,

and their respective Registrable Securities, as may be reasonably required by the Company or such representative of the book-running

managing underwriters in connection with the filing of a Registration Statement and the completion of any public offering of the Registrable

Securities pursuant to this Agreement. In so far as this Section 10 applies to 18 Initial Investor or any successor Investor that

is an agency or instrumentality of the Federal Government, the Company shall not request, and neither Initial Investor nor any successor

Investor shall provide, any information that would not otherwise be subject to disclosure under the Freedom of Information Act, 5 U.S.C.

§ 552 (FOIA).

Section 11.             Rule 144

Reporting. With a view to making available to the Investors the benefits of certain rules and regulations of the SEC which

may permit the sale of the Registrable Securities that are Common Shares to the public without registration, the Company agrees to use

its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined

in Rule 144 under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after

the effective date of this Agreement; (ii) file with the SEC, in a timely manner, all reports and other documents required of the

Company under the Exchange Act; and (iii) so long as the Investors and any Permitted Holder owns any Registrable Securities, furnish

to the Investors forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144

under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other

reports and documents as the Investors may reasonably request in availing themselves of any rule or regulation of the SEC allowing

it to sell any such Common Shares without registration.

Section 12.             Termination.

Other than as expressly set forth in this Agreement, this Agreement shall terminate (a) upon the mutual written agreement of the

Company, and the Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then

outstanding have been exercised without regard to any limitations on the exercise of such Warrants), which shall include the Initial

Investor if the Initial Investor then holds Registrable Securities (the “Requisite Investors”), or (b) the date

on which all Investors or their Permitted Holders no longer hold any Registrable Securities; provided, however, that the

provisions of Section 9 shall survive the expiration or earlier termination of this Agreement for any reason whatsoever.

Section 13.             Canadian

Securities Matters. Notwithstanding anything to the contrary in this Agreement, if the Registrable Securities are issued within

four months and a day from the date on which the Warrants are issued, such Registrable Securities will bear the following legend: “UNLESS

PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 12, 2027”.

Section 15.             Miscellaneous.

(a)            No

Inconsistent Agreements; Additional Rights. The Company represents and warrants that it has not entered into, and agrees that it

will not enter into, any agreement with respect to its securities that violates or subordinates or is otherwise inconsistent with the

rights granted to the Investors under this Agreement. If the Company enters into any agreement after the date hereof granting any Person

registration rights with respect to any security of the Company which agreement contains any material provisions more favorable to such

Person than those set forth in this Agreement, the Company will notify the Investors and will agree to such amendments to this Agreement

as may be necessary to provide these rights to the Investors, at Investors’ election.

(b)            Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in

accordance with the provisions of the Investment Agreement and Section 1.4 thereof is hereby incorporated herein mutatis

mutandis.

and Assigns. None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to

perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement,

in each case without the prior written consent of (x) the Company, in the case of an Investor, and (y) the Requisite Investors,

in the case of the Company; provided, however, that such prior written consent shall not be required in the event of a

transfer or assignment to a Permitted Holder. In the event of any assignment in accordance with the terms of this Agreement, the assignee

shall specifically assume and be bound by the provisions of this Agreement by executing a writing agreeing to be bound by and subject

to the provisions of this Agreement and shall deliver an executed counterpart signature page to this Agreement and, notwithstanding

such assumption or agreement to be bound hereby by an assignee, no such assignment shall relieve any party assigning any interest hereunder

from its obligations or liability pursuant to this Agreement.

(d)            No

Third-Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed

or implied, is intended to confer, and this Agreement shall not confer, on any Person other than the parties to this Agreement thereof

any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no other Persons shall have any standing with

respect to this Agreement or the transactions contemplated by this Agreement.

(e)            Entire

Agreement. This Agreement, the Investment Agreement, and the other documents delivered pursuant to the Investment Agreement constitute

the full and entire understanding and agreement among the parties hereto with regard to the subjects of this Agreement and such other

agreements and documents.

(f)             Notices.

Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or

permitted under this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand, facsimile

or messenger, and email, as follows:

If to the Company:

Trilogy Metals Inc.

510 Burrard Street, Suite 901

Vancouver, British Columbia V6C 3A8

Attention: Elaine Sanders

Email: [redacted]

With a copy (which will not constitute notice) to:

Dorsey &Whitney LLP

701 Fifth Avenue. Suite 6100

Seattle, WA 98104

Attention: Kimberley Anderson

E-mail: [redacted]

If to the Investors:

to the address set forth on the signature pages hereto

with a copy (which will not constitute notice) to:

McDermott Will & Schulte LLP

2049 Century Park East, Suite 3200

Los Angeles, CA 90067-3206

Attention: Edward Zaelke

Email: [redacted]

or in any such case to such other address, facsimile number or telephone

as any party hereto may, from time to time, designate in a written notice given in a like manner. Notices shall be deemed given when

actually delivered by overnight delivery service, hand or messenger, or when received by facsimile if promptly confirmed, or, in the

case of email to the email addresses given above, on the date that the recipient acknowledges having received the email.

(g)            Delays

or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party to this Agreement shall impair any

such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence in any breach or default, or

of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver

of any other breach or default. All remedies, either under this Agreement or by law or otherwise afforded to the Investors, shall be

cumulative and not alternative.

(h)            Expenses.

The Company and the Investors shall bear their own expenses and legal fees incurred on their behalf with respect to this Agreement and

the transactions contemplated hereby, except as otherwise provided in Section 6.

(i)            Amendments

and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally

or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in

the case of an amendment, by the Company and the Requisite Investors. Any amendment or waiver effected in accordance with this paragraph

shall be binding upon each holder of any Registrable Securities at the time outstanding (including securities convertible into Registrable

Securities), each future holder of all such Registrable Securities, and the Company; provided, that any amendment, modification,

supplement or waiver that disproportionately and adversely affects the rights and obligations of any Investor relative to the comparable

rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor.

(j)            Non-Recourse.

All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to

this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in

connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly

identified as parties hereto and only with respect to the specific obligations undertaken by such parties as set forth herein with respect

to such parties and no other Person shall have any liability for any obligations or liabilities based upon, arising out of, or related

to this Agreement or the Transactions and no Person who is not a named party to this Agreement, including without limitation any present

or past director, officer, employee, incorporator, member, partner, direct or indirect equityholder (including any members, partners

or stockholders), manager, employee, incorporator, controlling person, management company, general partner, affiliate, trustees, agent,

attorney, advisor, permitted assign and predecessor of any named party to this Agreement (“Non-Party Affiliates”),

shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose damages

of an entity party against its owners or affiliates) for any damages arising under, in connection with or related to this Agreement or

for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, non-performance, interpretation,

termination, enforcement, construction or execution or any of the transactions contemplated hereby and each party hereto other than Initial

Investor and any other or successor Investor that is an agency or instrumentality of the Federal Government hereby waives and releases

all such damages, claims and obligations against any such Non-Party Affiliates.

(k)            Counterparts.

This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each

of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such

counterparts and all of which together shall constitute one instrument.

(l)            Severability.

If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void,

portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the

balance of this Agreement shall be enforceable in accordance with its terms.

(m)            Titles

and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered

in construing or interpreting this Agreement. When a reference is made in this Agreement to a Section or Schedule, such reference

shall be to a Section or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes”

or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine

as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute, rule or regulation defined or

referred to in this Agreement means such agreement, instrument or statute, rule or regulation as from time to time amended, modified

or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession

of comparable successor statutes. Any reference to any section under the Securities Act or Exchange Act, or any rule promulgated

thereunder, shall include any publicly available interpretive releases, policy statements, staff accounting bulletins, staff accounting

manuals, staff legal bulletins, staff “no-action”, interpretive and exemptive letters, and staff compliance and disclosure

interpretations (including “telephone interpretations”) of such section or rule by the SEC. Each of the parties has

participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this

Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or

disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties

have executed this Agreement as of the date first above written.

TRILOGY METALS INC.

By:

/s/ Tony Giardini

Name: Tony Giardini

Title: President and Chief Executive Officer

UNITED STATES DEPARTMENT OF DEFENSE

By:

/s/ Michael P. Duffey

Name: Hon. Michael P. Duffey

Title: Under Secretary of War for Acquisition and Sustainment

Address:

The Office of Industrial Base Policy

Assistant Secretary of Defense

Pentagon,

Washington D.C. 20301

Attention: Deputy Chief of Staff to the

Deputy Secretary of Defense

Email: [redacted]

[Signature Page to Registration Rights Agreement]

Exhibit A

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees,

transferees or other successors-in-interest, including the Federal Government, selling common shares or interests in common shares received

after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from

time to time, sell, transfer or otherwise dispose of any or all of their common shares or interests in common shares on any stock exchange,

market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing

market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale,

or at negotiated prices.

The selling stockholders may use any one or more of the following

methods when disposing of shares or interests therein:

· distributions

to members, partners, stockholders or other equityholders of the selling stockholders;

· ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block

trades in which the broker-dealer will attempt to sell the shares as agent, but may position

and resell a portion of the block as principal to facilitate the transaction;

· purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

· an

exchange distribution in accordance with the rules of the applicable exchange;

· privately

negotiated transactions;

· short

sales and settlement of short sales;

· through

the writing or settlement of options or other hedging transactions, whether through an options

exchange or otherwise;

· broker-dealers

may agree with the selling stockholders to sell a specified number of such shares at a stipulated

price per share;

· a

combination of any such methods of sale; and

· any

other method permitted pursuant to applicable law.

The selling stockholders may, from time to time, pledge or grant

a security interest in some or all of the common shares owned by them and, if they default in the performance of their secured

obligations, the pledgees or secured parties may offer and sell the common shares, from time to time, under this prospectus, or

under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending

the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under

this prospectus. The selling stockholders also may transfer the common shares in other circumstances, in which case the transferees,

pledgees or other successors in interest will be the selling stockholders for purposes of this prospectus.

In addition, a selling stockholder that is an entity may elect to

make an in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this

prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive

freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate

of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use

the prospectus to resell the securities acquired in the distribution.

In connection with the sale of our common shares or interests therein,

the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage

in short sales of the common shares in the course of hedging the positions they assume. The selling stockholders may also sell shares

of our common shares short and deliver these securities to close out their short positions, or loan or pledge the common shares to broker-dealers

that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers

or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer

or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may

resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of

the common shares offered by them will be the purchase price of the common shares less discounts or commissions, if any. Each of the

selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part,

any proposed purchase of common shares to be made directly or through agents. We will not receive any of the proceeds from this offering.

Upon any exercise of the common warrants by payment of cash, however, we will receive the exercise price of the common warrants.

The selling stockholders also may resell all or a portion of the shares

in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and

conform to the requirements of that rule, or another available exemption from the registration requirements under the Securities Act.

The selling stockholders and any underwriters, broker-dealers or

agents that participate in the sale of the common shares or interests therein may be “underwriters” within the meaning

of Section 2(a)(11) of the Securities Act (it being understood that the selling stockholders shall not be deemed to be

underwriters solely as a result of their participation in this offering). Any discounts, commissions, concessions or profit they

earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who

are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus

delivery requirements of the Securities Act.

To the extent required, the shares of our common shares to be sold,

the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter,

and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement

or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable,

the common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states

the common shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification

requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation

rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders

and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended

from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities

Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against

certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities,

including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this

prospectus.

We have agreed with the selling stockholders to use commercially reasonable

efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously

effective until the earlier of: (i) the date on which the selling stockholders shall have resold or otherwise disposed of all the

shares covered by this prospectus pursuant to Rule 144 or pursuant to this prospectus and (ii) the date on which the shares

covered by this prospectus may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale

limitations and without current public information pursuant to Rule 144 under the Securities Act or any other rule of similar

effect.

EX-10.5 — EXHIBIT 10.5

EX-10.5

Filename: tm2624736d1_ex10-5.htm · Sequence: 6

Exhibit 10.5

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES

ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY SECURITIES

LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT AS PERMITTED UNDER THE ACT

AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.

UNLESS PERMITTED UNDER APPLICABLE SECURITIES

LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 12, 2027.

THE SHARES UNDERLYING THE WARRANTS REPRESENTED

BY THIS WARRANT CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED

THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY WARRANT CERTIFICATE REPRESENTING SUCH SECURITIES

IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

TRILOGY METALS INC.

COMMON SHARE PURCHASE WARRANT

Dated: September 11, 2026

Number of Warrants: 6,161,678

Warrant Certificate No.: W2026-W001

THIS IS TO CERTIFY THAT, for a total aggregate

purchase price of $100.00 paid to the Company (as defined below),

THE UNITED STATES DEPARTMENT OF DEFENSE

acting through the

OFFICE OF THE DEPUTY ASSISTANT SECRETARY OF

DEFENSE (INDUSTRIAL BASE RESILIENCE)

PENTAGON, WASHINGTON, DC 20301

(also referred to herein as the “Department

of War” or the “Holder”) is the registered holder of 6,161,678 common share purchase warrants (the “Warrants”)

of TRILOGY METALS INC., a corporation organized and existing under the laws of the province of British Columbia, Canada (the “Company”).

Each Warrant entitles the Holder to subscribe for and purchase, subject to the terms hereof including, without limitation, certain adjustment

provisions, one common share (a “Share”) in the share capital of the Company until 4:00 p.m. (Vancouver

time) on September 10, 2036 (the “Expiry Time”) for an exercise price of US$0.01 per Share (the “Exercise

Price”) after which time the Warrants represented hereby will expire, all subject to adjustment as hereinafter provided. The

Warrants shall not be exercisable by the Holder unless and until the earlier of (a) the occurrence of the AAP Completion Date or

(b) a Change of Control of the Company occurs.

For the purpose of this Warrant:

“Ambler Access Project”

means the proposed 211-mile industrial road from the Dalton Highway to Alaska’s remote Ambler Mining District, a region with significant

deposits of critical minerals, being developed by the Alaska Industrial Development and Export Authority (the “AIDEA”);

“Ambler Metals”

means Ambler Metals LLC;

“AAP Completion Date”

means the earlier to occur of (i) the completion of Phase 1 of the Ambler Access Project in accordance with the Joint Record of Decision

or such other federal permit(s) in place for the Ambler Access Project at the applicable time, as determined by the Engineering Firm

or AIDEA, and (ii) the use by Ambler Metals or its Affiliate of the Ambler Access Project by at least ten (10) trucks within

any ten (10) day period transporting ore concentrate or concentrate;

“Additional Improvements

Completion Date” means completion of both (i) Phase 1 of the Ambler Access Project in accordance with the Joint Record

of Decision or such other federal permit(s) in place for the Ambler Access Project at the applicable time, and (ii) any additional

improvements to Phase 1 as reasonably necessary, including a full-thickness embankment and road widening, to allow the Ambler Access Project

to be used on an all-season basis by trucks capable of transporting ore concentrate with sufficient passing zones to enable overall two-way

traffic, in each case, as determined by the Engineering Firm or AIDEA;

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such

Person at any time during the period for which the determination of affiliation is being made;

“AIDEA”

means the Alaska Industrial Development and Export Authority;

“Business Day”

means any day other than Saturday, Sunday or a statutory holiday when banks are not open in New York, New York or Vancouver, British Columbia;

“Change of Control”

means (a) the acquisition, whether directly or indirectly, by a Person, or any Persons acting jointly or in concert (as determined

in accordance with the U.S. Exchange Act and the rules and regulations thereunder) of voting securities of the Company which, together

with any other voting securities of the Company held by such Person or Persons, constitute, in the aggregate, more than 50% of all outstanding

voting securities of the Company; (b) an amalgamation, arrangement or other form of business combination of the Company with another

Person which results in the holders of voting securities of that other Person holding, in the aggregate, 50% or more of all outstanding

voting securities of the Company (including a merged or successor company) resulting from the business combination; or (c) the sale,

lease or exchange of all or substantially all of the direct or indirect property of the Company to another Person, or other than in the

ordinary course of business of the Company;

“Engineering Firm”

means the lead engineering firm for the construction of Phase 1 of the Ambler Access Project, or if such engineering firm is not willing

or able to determine the completion of the Ambler Access Project, an engineering firm mutually acceptable to Ambler Metals and the Holder;

“Governmental Authority”

means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction

of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental

or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental

division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and

any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining

to government and any executive official thereof;

- 2 -

“Investment Agreement”

means that certain Investment Agreement between the Holder and the Company dated August 28, 2026;

“Person”

means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, or corporation with or without

share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative,

government or Governmental Authority or entity, however designated or constituted; and

“U.S. Exchange Act”

means the United States Securities Exchange Act of 1934, as amended;

The right to acquire the Shares

underlying the Warrants (the “Warrant Shares”) hereunder may only be exercised by the Holder in whole or in part, at

any time or times within the time period set forth above by:

(a)           duly

completing, executing and delivering to the Company, either at the address set forth on the Exercise Form (or such other address

as may be specified by the Company, in a written notice to the Holder for this purpose, from time to time) or by e-mail or e-mail attachment,

the Exercise Form attached hereto as Appendix “A” (the “Exercise Form”); and

(b)           payment

by wire of immediately available funds in an amount equal to the Exercise Price multiplied by the number of Shares to be acquired, subject

to adjustment in accordance with the terms hereof, to the Company at the address shown on the Exercise Form.

In the event that any Warrants

remain outstanding and have not been exercised as of the Expiry Time, the Company shall, promptly and in any event no later than one (1) Business

Day following the Expiry Time, deliver a written notice to the Holder specifying the aggregate number of Warrants then outstanding and

remaining unexercised. Notwithstanding the Expiry Time, the Holder shall have the right to exercise any such remaining Warrants at any

time during the ten (10) Business Day period following delivery of such notice.

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or

quoted on a Trading Market, the bid price of the Shares for the time in question (or the nearest preceding date) on the Principal Trading

Market as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),

(b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Shares for such date (or the nearest preceding

date) on OTCQB or OTCQX as applicable, (c) if the Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices

for the Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share

of Shares as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

“Principal Trading

Market” means the NYSE American, provided, however, if the Shares are not listed on NYSE American, the Trading

Market on which the largest trading volume in the Shares occurred during the Company’s most recent financial year that ended before

the date the determination is being made.

- 3 -

“Trading Market”

means any of the following markets or exchanges on which the Shares are listed or quoted for trading on the date in question: the NYSE

American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB,

the OTCQX or the TSX (or any successors to any of the foregoing).

“Trading Day”

means a day on which the Shares are traded on a Trading Market.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or

quoted on a Trading Market, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the

Principal Trading Market as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New

York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Shares for such date (or

the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Shares are not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its

functions of reporting prices), the most recent Bid Price per share of the Shares so reported, or (d) in all other cases, the fair

market value of a share of Shares as determined by an independent appraiser selected in good faith by the holders of a majority in interest

of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

This certificate representing

the Warrants (the “Warrant Certificate”) will effectively be surrendered only upon personal delivery hereof or, if

sent by mail or other means of transmission, upon actual receipt thereof by the Company at the address shown on the Exercise Form or

such other address as may be specified by the Company, in a written notice to the Holder, from time to time.

1.           Mechanics:

(a)           The

Company shall initially serve as warrant agent (the “Warrant Agent”) with respect to the Warrants. Upon ten (10) days’

notice to the Holder, the Company may appoint a new Warrant Agent. Any corporation into which the Company or any new Warrant Agent may

be merged or any corporation resulting from any consolidation to which the Company or any new Warrant Agent shall be a party or any corporation

to which the Company or any new Warrant Agent transfers substantially all of its corporate trust or shareholders services business shall

be a successor Warrant Agent under this Warrant without any further act. Any such successor Warrant Agent shall promptly cause notice

of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address

as shown on the Warrant Register. The Holder acknowledges that this Warrant will be held as a Warrant Certificate through the facilities

of the Company’s Warrant Agent. The Company agrees to maintain a Warrant Agent so long as this Warrant remains outstanding and exercisable.

(b)           The

Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration

of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the

names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent

by the Company. Ownership of beneficial interests in the Warrant Certificates shall be shown on, and the transfer of such ownership shall

be effected directly on the records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct

registration.

Owner; Registered Holder. The term “beneficial owner” shall mean any person in whose name ownership of a beneficial

interest in the Warrants evidenced by a Warrant Certificate is recorded in the records maintained by the Warrant Agent or its nominee.

Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person

in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as the absolute owner

of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither

the Company nor the Warrant Agent shall be affected by any notice to the contrary.

- 4 -

(d)           Electronic

Warrants. The Company shall be entitled to rely on delivery of an executed Warrant Certificate by electronic means, and acceptance

by the Holder of such electronic Warrant Certificate (including, without limitation by facsimile or email delivery) shall be legally effective

between the Holder and the Company in accordance with the terms hereof. Unless otherwise specified, all references to the Warrants herein

may refer to the Warrants in electronic form if delivery and acceptance of the Warrant has occurred through electronic means.

(e)           Physical

Warrants Exchange. A beneficial owner has the right to elect at any time or from time to time a Warrant Exchange (as defined below)

pursuant to a written notice (which written notice shall include delivery instructions) (“Warrant Certificate Request Notice”)

made by a Holder to the Warrant Agent for the exchange of some or all of such beneficial owner’s Warrants in electronic form for

a definitive Warrant Certificate in physical form evidencing such Warrants (“Definitive Certificate”) evidencing the

same number of Warrants (the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant

Certificate Request Notice Date,” and the surrender by the beneficial owner to the Warrant Agent of a number of Warrants in electronic

form for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”). The Warrant Agent shall

promptly effect the Warrant Exchange and the Warrant Agent shall promptly issue and deliver to the Holder a Definitive Certificate for

such number of Warrants in electronic form in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate

shall be dated the original issue date of the Warrants and shall be manually executed by an authorized signatory of the Company. In connection

with a Warrant Exchange, the Warrant Agent agrees to deliver the Definitive Certificate to the Holder within five (5) Business Days

of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant

Certificate Delivery Date”). The Warrant Agent shall act as warrant agent with respect to any Definitive Certificate requested

and issued pursuant to this section. Notwithstanding anything to the contrary contained in this Warrant, to the extent any provisions

of this Warrant conflict with the express provisions of a Definitive Certificate, the provisions of the Definitive Certificate shall prevail;

provided, however, that to the extent a modification or amendment of the provisions of a Definitive Certificate adversely affects the

Warrant Agent’s rights, duties or obligations under such Definitive Certificate or this Warrant, such modification or amendment

shall not be effective against the Warrant Agent without its express written consent.

(f)           Delivery

of Warrant Shares Upon Exercise. Subject to subsection (k) hereof, the Company shall cause the Warrant Shares purchased hereunder

to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account

with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is

then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or

resale of the Warrant Shares by Holder and the Warrant was issued more than four months and one day ago and otherwise, at the election

of the Holder, by physical delivery of a certificate or a direct registration system account statement, registered in the Company’s

share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to

such exercise to the address specified by the Holder in the Exercise Form by the date that is the latest of (i) seven (7) Trading

Days after the delivery to the Company of the Exercise Form and (ii) seven (7) Trading Day after delivery of the aggregate

Exercise Price to the Company (such date, the “Warrant Share Delivery Date”). If the Company fails for any reason to

deliver to the Holder the Warrant Shares subject to an Exercise Form by the Warrant Share Delivery Date, the Company shall pay to

the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on

the VWAP of the Shares on the date of the applicable Exercise Form), $10 per Trading Day (increasing to $20 per Trading Day on the third

Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares

are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program

so long as this Warrant remains outstanding and exercisable. “Transfer Agent” means the Company’s registrar and

transfer agent.

- 5 -

(g)           Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of the Warrant Certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant Certificate

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

(h)           Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to paragraph (f) above

under the Section entitled “Mechanics” by the Warrant Share Delivery Date, then the Holder will have the right to rescind

such exercise.

(i)            No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round down to the next whole share.

(j)            Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Transfer Form attached hereto duly executed by the Holder and the Company may require, as a

condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all

Transfer Agent fees required for same-day processing of any Exercise Form and all fees to The Depository Trust Company (or another

established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. For the

avoidance of doubt, nothing in this paragraph (j) shall require the Company to deliver the Warrant Shares on a date earlier than

the Warrant Share Delivery Date.

(k)            Resale

Restriction on Warrant Shares. Notwithstanding any other provision of this Warrant Certificate, the Holder shall not, directly or

indirectly, sell, assign, transfer, pledge, hypothecate or otherwise dispose of any Warrant Shares until the earlier of (i) the date

that is three (3) years after the AAP Completion Date and (ii) the Additional Improvements Completion Date, in each case subject

to compliance with Applicable Law (such earlier date, the "Warrant Share Release Date"); provided that the foregoing

shall not restrict any transfer of Warrant Shares to an Affiliate of the Holder that agrees in writing to be bound by this restriction.

This restriction shall be in addition to, and not in limitation of, any restrictions on transfer arising under the Investment Agreement,

the Company's constating documents or applicable securities laws, and shall be reflected in the legends set forth below and in any stop

transfer instructions delivered to the Transfer Agent with respect to the Warrant Shares.

(l)            Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

- 6 -

The Company further covenants

and agrees that, during the period within which the Warrants may be exercised, the Company will at all times have authorized and reserved

a sufficient number of its Shares to provide for the exercise of the rights represented by this Warrant Certificate.

The Holder of this Warrant Certificate

may acquire any lesser number of Shares than the total number of Shares, free and clear of any taxes, liens or other restrictions (other

than those arising under the Investment Agreement, under the Company’s organizational documents or required pursuant to applicable

laws), which may be acquired upon exercise of the Warrants represented by this Warrant Certificate. In such event, the Holder will be

entitled to receive a new Warrant Certificate representing Warrants exercisable to acquire up to the balance of the Shares which may be

acquired.

The holding of the Warrants

evidenced by this Warrant Certificate will not constitute the Holder hereof a shareholder of the Company or entitle the Holder to any

right or interest in respect thereof except as expressly provided for herein.

The Warrants and all rights

hereunder are transferable by the Holder in accordance with applicable laws by written notice of surrender of this Warrant Certificate

together with a Transfer Form in the form attached hereto as Appendix “B” at the office of the Company, 510 Burrard Street,

Suite 901 Vancouver, British Columbia Canada V6C 3A8. Such surrender may be made by personal delivery or a nationally recognized

courier service. Any Warrant Certificate issued to a transferee will bear such restrictive or other legends as may be required under applicable

securities laws and applicable stock exchange rules. This Warrant and all rights hereunder (including, without limitation, any registration

rights) are transferable in whole to any affiliate of the Holder without the prior consent of the Company.

2.           Adjustment.

From and after the date hereof, the Exercise Price and the number of Shares deliverable upon the exercise of the Warrants will be subject

to adjustment as follows:

(a)           In

the event the Company shall:

(i)           pay

a dividend in Shares or make a distribution in Shares;

(ii)          subdivide

its outstanding Shares;

(iii)         combine

its outstanding Shares into a smaller number of Shares; or

(iv)         issue

by reclassification of its Shares other securities of the Company (including any such reclassification in connection with a consolidation,

merger, amalgamation or other combination in which the Company is the surviving corporation);

the number of Shares (or other

securities) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled

to receive the kind and number of Shares or other securities of the Company which it would have owned or have been entitled to receive

after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event

or any record date with respect thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately after

the effective date of such event retroactive to the record date, if any, for such event.

(b)           In

case the Company shall issue rights, options or warrants to all or substantially all holders of its outstanding Shares, without any charge

to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase Shares

at a price per share which is lower than 95% of the Current Market Price at the record date mentioned below (as determined in accordance

with subsection (e) below), the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by

multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be

the number of Shares outstanding on the date of issuance of such rights, options or warrants plus the number of additional Shares offered

for subscription or purchase, and of which the denominator shall be the number of Shares outstanding on the date of issuance of such rights,

options or warrants plus the number of shares which the aggregate offering price of the total number of Shares so offered would purchase

at the Current Market Price per Share at such record date. Such adjustment shall be made whenever such rights, options or warrants are

issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights,

options or warrants.

- 7 -

case the Company shall distribute to all or substantially all holders of its Shares evidences of its indebtedness or assets (excluding

cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subsection

(a) above or in subsection (d) below or rights, options or warrants, or convertible or exchangeable securities containing the

right to subscribe for or purchase Shares (excluding those referred to in subsection (b) above)), then in each case the number of

Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable

upon the exercise of each Warrant by a fraction, of which the numerator shall be the then Current Market Price per Share (as determined

in accordance with subsection (d) below) on the date of such distribution, and of which the denominator shall be the then Current

Market Price per Share less the then fair value (as determined by the board of directors of the Company, acting reasonably) of the portion

of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible

or exchangeable securities applicable to one Share. Such adjustment shall be made whenever any such distribution is made, and shall become

effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution.

(d)           In

the event of the distribution by the Company to all or substantially all of the holders of its Shares of shares of a subsidiary or securities

convertible or exercisable for such shares, then in lieu of an adjustment in the number of Shares purchasable upon the exercise of each

Warrant, the Holder of each Warrant, upon the exercise thereof, shall receive from the Company, such subsidiary or both, as the Company

shall reasonably determine, the shares or other securities to which such Holder would have been entitled if such Holder had exercised

such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 2 provided, however,

that no adjustment in respect of dividends or interest on such shares or other securities shall be made during the term of a Warrant or

upon the exercise of a Warrant.

(e)           For

the purpose of any computation under subsections (b) and (c) of this Section 2, the Current Market Price per Share

at any date shall be the weighted average price per Share for twenty- five (25) consecutive trading days, commencing not more than 45

trading days before such date on the stock exchange on which the Shares are then traded; provided if the Shares are then traded on more

than one stock exchange, then on the stock exchange on which the largest volume of Shares were traded during such twenty-five (25) consecutive

trading day period. The weighted average price per Share shall be determined by dividing the aggregate sale price of all Shares sold on

such exchange or market, as the case may be, during the said twenty-five (25) consecutive trading days by the total number of shares so

sold. For purposes of this subsection (d), trading day means, with respect to a stock exchange, a day on which such exchange is open for

the transaction of business. Should the Shares not be listed on any stock exchange the Current Market Price per Share at any date shall

be determined by the board of directors of the Company, acting reasonably.

- 8 -

(f)           In

any case in which this Section 2 shall require that any adjustment in the Exercise Price be made effective immediately after

a record date for a specified event, the Company may elect to defer until the occurrence of the event the issuance, to the holder of any

Warrant exercised after that record date, of the Shares and other shares of the Company, if any, issuable upon the exercise of the Warrant

over and above the Shares and other shares of the Company; provided, however, that the Company shall deliver to the holder an appropriate

instrument evidencing the holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(g)           If

any issuer bid (other than a normal course issuer bid made through the facilities of the NYSE American, TSX or such other exchange on

which the Shares are listed and posted for trading) made by the Company or any of its subsidiaries for all or any portion of the Shares

shall expire, then, if the issuer bid shall require the payment to holders of Shares of consideration per Share having a fair market value

(determined as provided below) that exceeds the Current Market Price on the last date (the “Expiration Date”) deposits

could have been made under the terms of such issuer bid (as it may be amended) (the last time at which such deposits could have been made

on the Expiration Date is referred to in this paragraph (g) as the “Expiration Time”), the Exercise Price shall

be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately preceding the close of

business on the Expiration Date by a fraction, of which: (A) the numerator shall be the product of the number of Shares outstanding

(including Purchased Shares (as defined below)) at the Expiration Time multiplied by the Current Market Price on the Expiration Date,

and (B) the denominator shall be the sum of the fair market value of the aggregate consideration (as determined in good faith by

the directors of the Company, with any applicable approval of the NYSE American or TSX, whose determination shall be conclusive evidence

of such fair market value and which shall be evidenced by an officer’s certificate delivered to the Holder) payable to holders of

Shares based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Shares validly tendered and not withdrawn

as of the Expiration Time (the Shares deemed so accepted, up to any such maximum, being referred to in this paragraph (g) as the

“Purchased Shares”) and the product of the number of Shares outstanding (less any Purchased Shares) at the Expiration

Time and the Current Market Price on the Expiration Date. In the event that the Company is obligated to purchase Shares pursuant to any

such issuer bid, but the Company is prevented by applicable law or stock exchange rules from effecting any or all such purchases

or any or all such purchases are rescinded, the Exercise Price shall again be adjusted to be the Exercise Price which would have been

in effect based upon the number of Shares actually purchased, if any. If the application of this paragraph (g) to any issuer bid

would result in an increase in the Exercise Price, no adjustment shall be made for such issuer bid. Any decrease in the Exercise Price

that results from the application of this paragraph (g) to any issuer bid will become effective immediately preceding the opening

of business on the Business Day following the Expiration Date. For purposes of this paragraph (g), the term “issuer bid” shall

mean an issuer bid, tender offer or exchange offer under applicable securities legislation by the Company for Shares or a take-over bid,

tender offer or exchange offer under applicable securities legislation by a subsidiary of the Company for the Shares.

(h)           Wherever

the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise

of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the

numerator shall be the number of Shares purchasable upon the exercise of such Warrant immediately prior to such adjustment, and of which

the denominator shall be the number of Shares purchasable immediately thereafter.

(i)            No

adjustment in the number of Shares purchasable upon the exercise of each Warrant need by made under subsection (b) if, the Company

issues or distributes to the Holder the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness

or assets referred to in those subsections which the Holder would have been entitled to receive had the Warrants been exercised prior

to the happening of such event or the record date with respect thereto.

- 9 -

(j)            In

the event that at any time, as a result of an adjustment made pursuant to subsection (a) above, the Holder shall become entitled

to purchase any securities of the Company other than Shares, thereafter the number of such other shares so purchasable upon exercise of

each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly

equivalent as practicable to the provisions with respect to the Shares contained in subsections (a) through (h), inclusive, above,

of this Section 2 with respect to the Shares, shall apply on like terms to any such other securities.

(k)            As

a condition precedent to the taking of any action which would require an adjustment in the subscription rights pursuant to the Warrant,

including the Exercise Price and the number of such classes of shares or other securities or property which are to be received upon the

exercise thereof, the Company will take all corporate action which may, in the opinion of its external counsel, be necessary in order

that the Company has reserved and there will remain unissued out of its authorized capital a sufficient number of Shares for issuance

upon the exercise of the Warrants evidenced hereby, and that the Company may validly and legally issue as fully paid and non-assessable

all the shares of such classes or other securities or may validly and legally distribute the property which the Holder is entitled to

receive on the full exercise thereof in accordance with the provisions hereof.

(l)            At

least 14 days prior to the effective date or record date, as the case may be, of any event which requires an adjustment in the subscription

rights pursuant to this Warrant, including the Exercise Price and the number and classes of shares or other securities or property which

are to be received upon the exercise thereof, the Company will give notice to the Holder of the particulars of such event and the required

adjustment.

(m)           Upon

the expiration of any rights, options, warrants or conversion or exchange privileges, if any thereof shall not have been exercised, the

Exercise Price and the number of Shares purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall

thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case

may be) as if:

(i)           the

only Shares so issued were the Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion

or exchange rights; and

(ii)          such

Shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration,

if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange

rights whether or not exercised;

provided further, that no

such readjustment made in this Section 2 shall have the effect of increasing the Exercise Price or decreasing the number of

Shares purchasable upon the exercise of each Warrant by an amount in excess of the amount of the adjustment initially made with respect

to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

(n)           These

Warrants and the Shares deliverable upon exercise thereof have not been registered under the United States Securities Act of 1933, as

amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. These Warrants may not be exercised

unless so registered or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws

is available to the holder.

- 10 -

(o)           The

certificates or DRS advices representing any Shares issued pursuant to the exercise of the Warrants will have imprinted on them the following

legend:

“THE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY SECURITIES LAWS OF ANY STATE AND MAY NOT

BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES

LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.”

The certificates or DRS advices

representing any Shares issued pursuant to the exercise of the Warrants on or before January 12, 2027 will have imprinted on them

the following legends:

“UNLESS PERMITTED UNDER APPLICABLE

SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANAURY 12, 2027.”

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF

TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY”

IN SETTLEMENT OF TRANSACTIONS ON TSX.”

The certificates or DRS advices

representing any Shares issued pursuant to the exercise of the Warrants on or before the Warrant Share Release Date will have imprinted

on them the following legends:

"THE SHARES REPRESENTED HEREBY ARE

SUBJECT TO RESALE AND TRANSFER RESTRICTIONS PURSUANT TO THE WARRANT CERTIFICATE AND THE INVESTMENT AGREEMENT AND MAY NOT BE SOLD,

ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL THE EARLIER OF (I) THE DATE THAT IS THREE YEARS AFTER

THE AAP COMPLETION DATE AND (II) THE ADDITIONAL IMPROVEMENTS COMPLETION DATE, EXCEPT AS PERMITTED THEREUNDER.

THE SECURITIES REPRESENTED HEREBY ARE

LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX

SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY”

IN SETTLEMENT OF TRANSACTIONS ON TSX.”

The Company covenants that upon

receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any

stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory

to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant

or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of

such cancellation, in lieu of such Warrant or stock certificate.

- 11 -

If the last or appointed day

for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may

be taken or such right may be exercised on the next succeeding Business Day.

3.            Authorized

Shares: (i) The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and

unissued Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights

under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who

are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company

will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation

of any applicable law or regulation, or of any requirements of the Trading Market upon which the Shares may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of

the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

(ii)           Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its notice of articles or articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

(iii)          Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

- 12 -

4.           Governing

Law.

(a)           This

Warrant shall be governed in all respects by the United States Federal Law, without giving effect to the conflict-of-laws rules thereof

to the extent such rules would require or permit the application of the Applicable Laws of another jurisdiction. To the extent that

United States Federal Law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention

and agreement of the Parties that the Applicable Laws of the State of New York (without giving effect to its conflict-of-laws rules) shall

be adopted as the governing rule of decision; provided, that notwithstanding the foregoing, (i) the procedures and matters necessary

hereunder and actually required by reason of the Company being incorporated under the Applicable Laws of Canada, including but not limited

to the procedural requirements for the issuance of the Warrants, the Shares and the Warrant Shares and the actions of the Board, shall

be governed by the Applicable Laws of Canada, and (ii) certain mandatory provisions in respect of the Applicable Canadian Securities

Legislation shall apply irrespective of the governing law as provided in this Warrant. “Applicable Law” means, at any

time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations,

treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other

requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter,

and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation.

“Applicable Canadian Securities Legislation” means all applicable securities laws of each of the Reporting Jurisdictions

and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy

statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities

regulatory authorities in any of the Reporting Jurisdictions. “Reporting Jurisdictions” means all of the jurisdictions

in Canada in which the Company is a “reporting issuer”.

(b)           The

Company agrees to submit to the exclusive jurisdiction and venue of the federal courts of the Southern District of New York (and its appellate

courts) for any and all civil actions, suits or proceedings arising out of or relating to this Warrant or the transactions contemplated

hereby or thereby.

to the maximum extent permitted by law, irrevocably agrees to submit for itself in any claim arising from, related to, or in connection

with this Warrant to the jurisdiction of (i) the U.S. Court of Federal Claims (ii) any other Federal court or tribunal of competent

jurisdiction; and (iii) appellate courts from any of the foregoing.

(d)           Each

party hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, and agrees not to assert, by way

of motion or as a defense, counterclaim or otherwise, (i) any objection which it may now or hereafter have to the laying of venue

of any Proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, (ii) any claim that it is not

personally subject to the jurisdiction of the above-mentioned courts for any reason, and (iii) any claim that any Proceeding brought

in the above-mentioned courts has been brought in an inconvenient forum or that the venue is improper. Each party other than Holder hereby

irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, and agrees not to assert, by way of motion

or as a defense, counterclaim or otherwise, that it or its property is exempt or immune from jurisdiction of the above-mentioned courts

or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid

of execution of judgment, execution of judgment or otherwise). Each party hereto further irrevocably consents to service of process in

the manner provided for notices hereunder. Nothing in this Warrant will affect the right of any party hereto to serve process in any other

manner permitted by any Applicable Law. “Party” and the “parties” shall mean the Holder and the

Company. “Proceeding” means any action, appeal, petition, plea, charge, complaint, claim, suit, demand, litigation,

arbitration, mediation, hearing, inquiry, investigation, legal or administrative proceeding or other similar event, occurrence or proceeding.

5.           Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

- 13 -

6.           Notices.

(a)           Any

notice or other communication that is required or permitted to be given hereunder shall be in writing and shall be validly given delivered

in person (including by courier service) or by email as follows:

in the case of the

Holder:

United States Department of Defense

The Office of Industrial Base Policy

Assistant Secretary of Defense

Pentagon, Washington, DC 20301

Attention: Deputy Chief of Staff to

the Deputy Secretary of Defense

Email: [redacted]

With a copy to:

McDermott Will & Schulte LLP

2049 Century Park East, Suite 3200

Los Angeles, CA 90067-3206

Attention: Edward Zaelke

Email:    [redacted]

in the case of the

Company:

Trilogy Metals Inc.

510 Burrard Street, Suite 901

Vancouver, British Columbia V6C 3A8

Attention: Elaine Sanders

Email: [redacted]

(b)           Any

such notice or other communication shall be deemed to have been given and received (i) when personally delivered, or delivered by

same-day courier; or (ii) on the fourth business day after mailing by registered or certified mail, postage prepaid, return receipt

requested; or (iii) upon delivery when sent by nationally recognized prepaid overnight express delivery service (e.g., FedEx, UPS);

or (iv) when sent by email or facsimile and upon the receipt by the sending party of written confirmation by the receiving party;

provided, however, that an automated facsimile or email confirmation of delivery or read receipt shall not constitute such confirmation.

party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section 6.

7.           Severability.

If any provision of this Warrant is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect,

all other provisions of this Warrant shall nevertheless remain in full force and effect so long as the economic or legal substance of

the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto. Upon such determination that

any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify

this Warrant so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that

transactions contemplated hereby are fulfilled to the extent possible.

- 14 -

8.           Specific

Performance. The Company acknowledges that the rights of the Holder to consummate the transactions hereunder are unique and recognizes

and affirms that in the event of a breach of this Warrant by the Company, money damages are inadequate and Holder would have no adequate

remedy at law. It is accordingly agreed that Holder shall be entitled to (and the Company shall not oppose on the basis that injunctive

relief or specific performance is not available due to availability of an adequate remedy at law) an injunction or injunctions to prevent

breaches of this Warrant and to enforce specifically the terms and provisions of this Warrant, without the necessity of showing any actual

damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security,

this being in addition to any other remedy to which it is entitled at law or in equity.

9.           Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

10.           Remedies.

Except as otherwise provided herein, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy

or remedies, and each and every remedy shall be cumulative and shall be in addition to every remedy under this Warrant or now or hereafter

existing at law or in equity.

11.           Assignment.

No party may assign any of its rights or benefits under this Warrant, or delegate any of its duties or obligations, except with the prior

written consent of the other parties, subject to Holder’s right to transfer this Warrant to any affiliate of the Holder without

the prior consent of the Company.

12.           Successors

and Assigns. This Warrant shall inure to the benefit of and shall be binding on and enforceable by and against the parties and their

respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

13.           Amendment.

No amendment or waiver of any provision of this Warrant shall be binding on any party unless consented to in writing by such party. No

waiver of any provision of this Warrant shall constitute a waiver of any other provision, nor shall any waiver of any provision of this

Warrant constitute a continuing waiver unless otherwise expressly provided.

14.           No

Partnership. Nothing in this Warrant or in the relationship of the parties hereto shall be construed as in any sense creating a partnership

among the parties or as giving to any party any of the rights or subjecting any party to any of the creditors of the other parties.

15.           Counterparts.

This Warrant and all documents contemplated by or delivered under or in connection with this Warrant may be executed and delivered in

any number of counterparts (whether by facsimile, email, DocuSign or other electronic means), with the same effect as if all parties had

signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and

the same agreement.

- 15 -

16.           Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

17.           Time

is of the Essence. Time will be of the essence hereof.

- 16 -

IN WITNESS WHEREOF the Company has caused this

Warrant Certificate to be executed by its duly authorized officer.

TRILOGY METALS INC.

Per:

/s/ Tony Giardini

Name:

Tony Giardini

Title:

President and Chief Executive Officer

APPENDIX “A”

EXERCISE FORM

TO: TRILOGY METALS INC.

510 Burrard Street, Suite 901

Vancouver, British Columbia

Canada V6C 3A8

E-mail: info@trilogymetals.com

The undersigned holder of the attached Warrant

Certificate hereby subscribes for ___________ common shares (the “Shares”) in the authorized share capital of TRILOGY

METALS INC. pursuant to the terms of the Warrant Certificate at the Exercise Price (as defined in the Warrant Certificate) on the

terms specified in the Warrant Certificate and agrees to make payment therefor on the terms specified in the Warrant Certificate.

Payment shall be in lawful money of the United

States.

The undersigned holder represents and warrants

that it is (check one box):

¨ (A) (i) the original purchaser

of the Warrants pursuant to the Investment Agreement; (ii) is exercising the Warrants as principal for its own account for investment

purposes only; and (iii) at the time of exercise of these Warrants, the representations and warranties of the undersigned made by

it in the Investment Agreement in connection with its acquisition of the Warrants remain true and correct as of the date of exercise of

these Warrants and as though made in connection with the acquisition of the Warrant Shares issuable upon exercise of the Warrants; or

¨ (B) concurrently herewith is providing

documentation satisfactory to the Company to the effect that such exercise is being made in transaction that is exempt from the registration

requirements of the Securities Act.

If permitted pursuant to Section 1(f) of

the Warrant, the undersigned irrevocably hereby directs that Shares be issued and delivered to the following DWAC Account Number or in

such other name and form as is specified below (otherwise the instructions are contained in the table below for DRS or physical delivery):

Name

in Full

Address

Number

Form of

Subscription

¨ Direct

Registration System Advice

¨ Physical

Share Certificate

¨ Direct

Registration System Advice

¨ Physical

Share Certificate

- A-2 -

DATED this ____ day of ___________.

WARRANT HOLDER:

Per:

Authorized Signatory

- A-3 -

APPENDIX “B”

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned (the “Transferor”)

hereby sells, assigns and transfers

to:

Name

in Full

Address

___________________________

_____________________________

___________________________

_____________________________

number

of Warrants, issued by TRILOGY METALS INC. (the “Company”), represented by the enclosed Warrant Certificate

(if no amount is specified, the Transferor will be deemed to be transferring the entire amount of the Warrant Certificate) and does hereby

irrevocably constitute and appoint:

as attorney to

transfer said number of Warrants on the books of the Company with full power of substitution in the premises.

The undersigned hereby represents, warrants and

certifies that (one (only) of the following must be checked):

¨ (A)           the

transfer is being made only to the Company;

¨ (B)           the

transfer is being made in accordance with a transaction that does not require registration

under the U.S. Securities Act or applicable securities laws of any state of the United States

and the undersigned has furnished to the Company an opinion of counsel of recognized standing

in form and substance reasonably satisfactory to the Company to such effect; or

¨ (C)           the

transfer is being made to an affiliate of the Transferor.

[Signature Page Follows]

DATED the _____ day of __,

20____.

}

Print Name of registered holder as on certificate

}

Signature of Witness

}

Signature of registered holder or Signatory thereof

[Please Note Instruction 2]

}

If applicable, print Name and Office of Signatory

INSTRUCTIONS:

}

Street Address

}

City, Province and Postal Code

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624736d1_ex99-1.htm · Sequence: 7

Exhibit 99.1

NYSE American / TSX

Symbol: TMQ

News Release

Trilogy Metals Closes US$35.6 Million Strategic

Equity Investment by the U.S. Department of War

U.S. Government Becomes an Approximately 10%

Shareholder of Trilogy Metals, Advancing Domestic Copper Supply from Alaska’s Ambler Mining District

September 11, 2026 – Vancouver,

British Columbia – Trilogy Metals Inc. (NYSE American / TSX: TMQ) (“Trilogy Metals”, “Trilogy”

or the “Company”) announced today that it has completed the previously announced strategic equity investment by the

U.S. Department of War (the “DOW” or “U.S. Government”).

The investment, totaling approximately US$35.6

million across transactions with Trilogy Metals and South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (“South32”),

is being deployed in full to advance exploration and development of the Upper Kobuk Mineral Projects (“UKMP”) in northwestern

Alaska. The UKMP asset portfolio, which encompasses approximately 190,929 hectares and hosts both the high-grade Arctic polymetallic

deposit (the “Arctic Project” or “Arctic”) and the Bornite carbonate replacement (copper-cobalt)

deposit (the “Bornite Project” or “Bornite”), is being advanced by Ambler Metals LLC (“Ambler

Metals”). Ambler Metals is a 50/50 joint venture operating company equally owned by Trilogy and South32.

For more information on the transaction, see

Trilogy’s news release dated August 28, 2026.

Use of Proceeds and Next Steps

Trilogy Metals and South32 have each committed

the full proceeds of the DOW investment to Ambler Metals to advance exploration and development of the UKMP.

The DOW has committed to work in good faith to

help facilitate financing required for construction of the proposed 211-mile, industrial-use-only Ambler Road in coordination with the

State of Alaska and the Alaska Industrial Development and Export Authority (“AIDEA”), which holds the project.

Closing follows two significant federal permitting

milestones for the Arctic Project – the April 2026 filing of a Clean Water Act Section 404 permit application with the

U.S. Army Corps of Engineers, and the May 15, 2026 acceptance of the Arctic Project as a “Covered Project” under Title

41 of the Fixing America’s Surface Transportation Act (“FAST-41”), which established a transparent, enforceable

permitting timetable published on the Federal Permitting Dashboard at permits.performance.gov.

1 Trust | Respect | Integrity

U.S. Securities Act Disclaimer

The offer and sale of the securities described

above were made in a transaction not involving a public offering and the securities have not been registered under the Securities Act

of 1933, as amended, and may not be reoffered or resold in the United States except pursuant to an effective registration statement or

an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or a solicitation

of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such

offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state

or other jurisdiction.

Early Warning Disclosure

Based upon the daily average C$/US$ exchange

rate quoted by the Bank of Canada as of the date hereof, the consideration of US$17,827,787 for the transaction between the DOW and South32

is equivalent to approximately C$24.7 million or C$3.01 per share.

Prior to the closing of the transaction, South32

had beneficial ownership of, or control and direction over, 18,595,311 common shares of Trilogy, representing approximately 10.7% of

the issued and outstanding common shares of Trilogy on a non-diluted basis. As a result of, and immediately following, the transaction,

South32’s beneficial ownership, control and direction was reduced to 10,379,741 common shares of Trilogy, representing approximately

6.0% of the issued and outstanding common shares of Trilogy on a non-diluted basis as of the date hereof.

South32 advises that the common shares of Trilogy

were disposed of pursuant to the definitive agreements for investment purposes. Pursuant to the definitive agreements, for a period of

ten (10) years following closing, the DOW will have the option to purchase 6,161,678 common shares of Trilogy from South32 at a

price of US$0.01 per share subject to certain terms and conditions, and South32 will be obligated to hold such shares at all times during

that period and to sell them to the DOW upon exercise of the option. In addition, South32 may, depending on market and other conditions,

increase or decrease its beneficial ownership of Trilogy’s securities, whether in the open market, by privately negotiated agreements

or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

South32’s head office is located at Level 2, 100 St Georges Terrace, Perth WA 6000, Australia.

This disclosure is provided under the early warning

system under applicable Canadian securities laws, which also requires an early warning report to be filed containing additional information

with respect to the foregoing matters. A copy of the early warning report will be available on SEDAR+ under Trilogy’s issuer profile

at www.sedarplus.ca and may be obtained upon request from South32 by contacting Ben Baker at +61 403 763 086.

2 Trust | Respect | Integrity

About Trilogy Metals

Trilogy Metals Inc. is a metal exploration and

development company holding a 50 percent interest in Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral Projects

(“UKMP”) in northwestern Alaska. On December 19, 2019, South32 Limited, a globally diversified mining and metals

company, exercised its option to form a 50/50 joint venture with Trilogy Metals. The UKMP is located within the Ambler Mining District

which is one of the richest and most prospective known copper-dominant districts in the world. It hosts polymetallic volcanogenic massive

sulfide (“VMS”) deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which

have been found to host high-grade copper and cobalt mineralization. Exploration efforts have been focused on two deposits in the Ambler

Mining District – the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within a land

package that spans approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska

Native Corporation, that provides a framework for the exploration and potential development of the Ambler Mining District in cooperation

with local communities. Trilogy Metals’ vision is to develop the Ambler Mining District into a premier North American copper producer

while protecting and respecting subsistence livelihoods.

Company Contact

Matthew Keevil

Vice President, Investor Relations and Business

Development

ir@trilogymetals.com

Phone: +1 604 638 8088

# # #

Cautionary Note Regarding Forward-Looking

Statements

This news release includes certain “forward-looking

information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning

of applicable Canadian and United States securities legislation, including the United States Private Securities Litigation Reform Act

of 1995. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding

the anticipated use of proceeds of the strategic equity investment; the expected benefits of the investment to the Company, Ambler Metals

and the Ambler Mining District; the availability of financing for the Ambler Road; the anticipated timing and outcome of federal and

state permitting processes, including the FAST-41 permitting timetable and the Clean Water Act Section 404 permit application; planned

exploration and development activities at the UKMP; and the strategic importance of the Arctic Project to domestic critical mineral supply

chains are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”,

“anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”,

and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”,

or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance

that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in

such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the uncertainties

involving the outcome of pending litigation, success of exploration activities, permitting timelines, requirements for additional capital,

government regulation of mining operations, environmental risks, prices for energy inputs, labour, materials, supplies and services,

uncertainties involved in the interpretation of drilling results and geological tests, unexpected cost increases and other risks and

uncertainties disclosed in the Company's Annual Report on Form 10-K for the year ended November 30, 2025 filed with Canadian

securities regulatory authorities and with the United States Securities and Exchange Commission and in other Company reports and documents

filed with applicable securities regulatory authorities from time to time. The Company's forward-looking statements reflect the beliefs,

opinions, and projections on the date the statements are made. The Company assumes no obligation to update the forward-looking statements

or beliefs, opinions, projections, or other factors, should they change, except as required by law.

3 Trust | Respect | Integrity

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