0001104659-26-107442 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 14th, 2026 • Trilogy Metals Inc. • Gold and silver ores

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”).

INVESTMENT AGREEMENT THE UNITED STATES DEPARTMENT OF DEFENSE - and - TRILOGY METALS INC. August 28, 2026
Investment Agreement • September 14th, 2026 • Trilogy Metals Inc. • Gold and silver ores

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.

PARTICIPATION RIGHTS AGREEMENT THE UNITED STATES DEPARTMENT OF DEFENSE - and - TRILOGY METALS INC. September 11, 2026 PARTICIPATION RIGHTS AGREEMENT
Participation Rights Agreement • September 14th, 2026 • Trilogy Metals Inc. • Gold and silver ores

TRILOGY METALS INC., a Company organised and existing under the laws of the Province of British Columbia (hereinafter referred to as the “Company”),