SEC Comment Letter 0000000000-25-002423 to Trilogy Metals Inc. (TMQ)
Trilogy Metals Inc.
Date: March 4, 2025 · CIK: 0001543418 · Accession: 0000000000-25-002423
AI Filing Summary & Sentiment
File numbers found in text: 333-285072
Letter
March 4, 2025 Tony Giardini President and Chief Executive Officer Trilogy Metals Inc. Suite 901, 510 Burrard Street Vancouver, British Columbia Canada, V6C 3A8 Re:Trilogy Metals Inc. Registration Statement on Form S-3 Filed February 20, 2025 File No. 333-285072 Dear Tony Giardini: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to 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 this letter, we may have additional comments. Registration Statement on Form S-3 filed February 20, 2025 General 1.We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended November 30, 2024, which in turn incorporates by reference certain Part III information from a definitive proxy statement that you have not yet filed. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended your Form 10-K to include the Part III information or have filed a proxy statement which includes such information. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.
March 4, 2025 Page 2 2.We note that you did not include a statement incorporating future Exchange Act filings prior to effectiveness of the registration statement. Please revise accordingly or ensure that you incorporate by reference each specific filing prior to requesting acceleration of effectiveness. For guidance, please refer to Question 123.05 of the Securities Act Forms Compliance and Disclosure Interpretations. 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 Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Kimberly Anderson
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March 4, 2025
Tony Giardini
President and Chief Executive Officer
Trilogy Metals Inc.
Suite 901, 510 Burrard Street
Vancouver, British Columbia
Canada, V6C 3A8
Re:Trilogy Metals Inc.
Registration Statement on Form S-3
Filed February 20, 2025
File No. 333-285072
Dear Tony Giardini:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to 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 this letter, we may have additional comments.
Registration Statement on Form S-3 filed February 20, 2025
General
1.We note that your registration statement incorporates by reference your Form 10-K
for the fiscal year ended November 30, 2024, which in turn incorporates by reference
certain Part III information from a definitive proxy statement that you have not yet
filed. Please be advised that we cannot accelerate the effective date of your
registration statement until you have amended your Form 10-K to include the Part III
information or have filed a proxy statement which includes such information. For
guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and
Disclosure Interpretations.
March 4, 2025
Page 2
2.We note that you did not include a statement incorporating future Exchange Act
filings prior to effectiveness of the registration statement. Please revise accordingly or
ensure that you incorporate by reference each specific filing prior to requesting
acceleration of effectiveness. For guidance, please refer to Question 123.05 of the
Securities Act Forms Compliance and Disclosure Interpretations.
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 Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Kimberly Anderson