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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Trilogy Metals Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
89621C105 (CUSIP Number) |
Kimberley Anderson Dorsey & Whitney LLP, 701 Fifth Avenue, Suite 6100 Seattle, WA, 98104 (206) 903-8803 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/01/2024 (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
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| CUSIP No. | 89621C105 |
| 1 |
Name of reporting person
Tony Giardini | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,169,131.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
THIS SCHEDULE 13D IS BEING FILED LATE DUE TO AN INADVERTENT ADMINISTRATIVE ERROR
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, no par value |
| (b) | Name of Issuer:
Trilogy Metals Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 901, 510 Burrard Street, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 3A8. |
| Item 2. | Identity and Background |
| (a) | Tony Giardini ("Reporting Person") |
| (b) | Trilogy Metals Inc. Suite 901, 510 Burrard Street Vancouver, British Columbia V6C 3A8 Canada |
| (c) | The Reporting Person is the President and Chief Executive Officer and a director of Trilogy Metals Inc. (the "Issuer"). |
| (d) |
The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, 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 to such laws. |
| (f) | Canadian |
| Item 3. | Source and Amount of Funds or Other Consideration |
PF and OO | |
| Item 4. | Purpose of Transaction |
The Reporting Person received from the Issuer compensatory awards from of restricted stock units and options in the ordinary course of business - see Schedule A | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of March 1, 2024: 8,169,131 Shares consisting of 5,279,064 Common Shares plus 2,890,067 Common Shares underlying employee stock options held by the Reporting Person As of October 19, 2025: 11,532,060 Shares, consisting of 8,332,060 Common Shares plus 3,200,000 Common Shares underlying employee stock options held by the Reporting Person and exercisable within the next 60 days. |
| (b) | See Exhibit 99.1 attached hereto |
| (c) | See Exhibit 99.1 attached hereto |
| (d) | Not Applicable |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 List of Transactions |
| 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.
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