SecProbe.io

Mail Stop 3561
September 26 , 2017

Via E -mail
Elaine M. Sanders
Chief Financial Officer
Trilogy Metals Inc.
Suite 1150, 609 Granville Street
Vancouver, British Columbia
Canada V7Y 1G5

Re: Trilogy Metals Inc.
  Registration Statement on Form S-3
Filed  September 15, 2017
  File No.  333-220484

Dear Ms. Sanders :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

Description of Share Purchase Contracts and Share Purchase or Equity Units, page 13

1. We note your disclosure that you may issue purchase contracts for the purchase or sale of
equity securities that may consist of obligations of third parties.  Please advise us how
you anticipate conducting such offerings under the registration and disclosure
requirements of the Securities Act.  For example, please advise us of the disclosure you
will provide in the applicable prospectus supplement or o ther offering materials,
including, as necessary, any required financial statement and non -financial statement
disclosure about the issuer of such securities.  For guidance, please refer to the Morgan
Stanley & Co., Inc.  no action letter (June 24, 1996) and Securities Act Sections
Compliance and Disclosure Interpretation 203.03.

Elaine  M. Sanders
Trilogy Metals Inc.
September 26, 2017
Page 2

 2. It is not clear how the purchase contracts you propose to issue should be characterized for
purposes of the federal securities laws.  For exampl e, the disclosure in the filing indicates
that these contracts may obligate you to sell to holders of these contracts and for holders
of these contracts to purchase securities at a specified purchase price.  The disclosure in
the filing also indicates that  these contracts may require you to make periodic payments
to the holders of the contracts or for holders of these contracts to make periodic payments
to you.  Finally, the disclosure in the filing indicates that these contracts may require the
holders of the contracts to secure their obligations in a specified manner.  Based on this
disclosure it appears that these contracts may have characteristics associated with
forwards, options and security -based swaps.  Please provide us with your legal analysis
as how these contracts should be appropriately characterized under the federal securities
laws.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

  Please contact Mic hael Killoy at (202) 551 -7576 or Brigitte Lippmann at (202) 551 -
3713 with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining

cc: Kimberley  R. Anderson, Esq.
 Dorsey & Whitney LLP