Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
Trilogy Metals Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
89621C105 (CUSIP Number) |
The Electrum Group LLC 600 Fifth Ave., 24th Fl., New York, NY, 10020 (646) 365-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 89621C105 |
| 1 |
Name of reporting person
Electrum Strategic Opportunities Fund L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,604,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 89621C105 |
| 1 |
Name of reporting person
The Electrum Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,604,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 89621C105 |
| 1 |
Name of reporting person
ESOF GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,604,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 89621C105 |
| 1 |
Name of reporting person
GRAT Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 89621C105 |
| 1 |
Name of reporting person
Thomas Scott Kaplan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,604,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Trilogy Metals Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
510 Burrard Street, Suite 901, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 3B8. | |
Item 1 Comment:
This Amendment No. 8 (this "Amendment") amends the Schedule 13D filed by Electrum Strategic Resources LLC ("Electrum Strategic") on May 10, 2012, as amended by Amendment Nos. 1, 2, 3, 4, 5, 6 and 7 to the Schedule 13D filed on December 31, 2012, July 9, 2014, April 23, 2015, June 26, 2015, December 31, 2015, April 24, 2018 and April 26, 2023 (as amended, the "Schedule 13D") with respect to the common shares ("Common Shares") of Trilogy Metals Inc. (the "Issuer"), formerly known as NovaCopper Inc. The purpose of this Amendment is to report (i) changes in the number of Common Shares beneficially owned by GRAT Holdings LLC, a Delaware limited liability company ("GRAT Holdings"), and Thomas S. Kaplan, a natural person and citizen of the United States ("Kaplan"), as a result of transfers of Common Shares on December 26, 2025 by GRAT Holdings, Kaplan and Kaplan's spouse; and (ii) changes in the percentage of the Common Shares beneficially owned by the Reporting Persons (as defined below) as a result of changes in the number of outstanding Common Shares. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being filed by The Electrum Group LLC, a Delaware limited liability company ("TEG Services"), GRAT Holdings, Electrum Strategic Opportunities Fund L.P., a Cayman Islands exempted limited partnership ("ESOF"), ESOF GP Ltd., a Cayman Islands company ("ESOF GP"), and Kaplan (collectively, the "Reporting Persons"). Schedule A attached hereto sets forth information referred to in Instruction C of Schedule 13D with respect to each Reporting Person to the extent applicable. | |
| (b) | The principal business address of each of each of the Reporting Persons is c/o The Electrum Group LLC, 600 Fifth Avenue, 24th Floor, New York, NY 10020. | |
| (c) | The principal business of each of GRAT Holdings, ESOF, ESOF GP and Kaplan is to invest in securities and other assets, directly or indirectly. Kaplan is also Chairman, Chief Executive Officer and Chief Investment Officer of TEG Services. The principal business of TEG Services is to provide investment advisory services. | |
| (d) | Neither any Reporting Person, nor any person named in Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) |
Neither any Reporting Person, nor any person named in Schedule A, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect thereto. | |
| (f) | See responses to Item 6 on each cover page and Schedule A. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows: On December 26, 2025, the previously disclosed 833,333 Common Shares held by GRAT Holdings and 10,000 Common Shares held by Tigris Financial Group Ltd. were transferred to accounts for the benefit of Kaplan or his spouse, and those shares together with the previously disclosed 113,739 Common Shares held directly by Kaplan were donated to a charitable foundation for no consideration. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows: As of the date hereof, the Reporting Persons (and each of them) beneficially own the number of Common Shares set forth below. Percentage ownership is based upon 171,059,888 issued and outstanding Common Shares as of November 6, 2025, as reported in the Issuer's prospectus supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on November 7, 2025. (1) All Reporting Persons Number of shares: 31,604,741 Percentage of shares: 18.5% (2) ESOF Number of shares: 31,604,741 Percentage of shares: 18.5% (3) ESOF GP Number of shares: 31,604,741 Percentage of shares: 18.5% (4) TEG Services Number of shares: 31,604,741 Percentage of shares: 18.5% (5) GRAT Holdings Number of shares: 0 Percentage of shares: 0% (6) Kaplan Number of shares: 31,604,741 Percentage of shares: 18.5% | |
| (b) | Item 5(b) is hereby amended and restated as follows: (1) ESOF Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 31,604,701* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 31,604,741* (2) ESOF GP Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 31,604,741* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 31,604,741* (3) TEG Services Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 31,604,741* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 31,604,741* (4) GRAT Holdings Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 0 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 0 (5) Thomas S. Kaplan Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 31,604,741* Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 31,604,741* * Consists of Common Shares held by ESOF. ESOF GP is the general partner of the sole general partner of, and TEG Services is the investment adviser to, ESOF. TEG Services possesses voting and investment discretion with respect to assets of ESOF, including indirect investment discretion with respect to the Common Shares held by ESOF. | |
| (c) | Except as disclosed in Item 4 to this Amendment, no Reporting Person nor any person named in Schedule A has effected any transaction in the Common Shares during the past 60 days. | |
| (d) | Not Applicable. | |
| (e) | As of December 26, 2025, GRAT Holdings ceased to be the beneficial owner of Common Shares. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended by replacing Exhibit A as follows: 99.A - Additional Information Regarding Certain Other Persons | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
Comments accompanying signature:
Electrum Strategic Opportunities Fund L.P. By: Electrum Strategic Opportunities Fund GP L.P., its general partner By: ESOF GP Ltd., its general partner |