SecProbe.io

CORRESP
 1
 filename1.htm

 April 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Request for Acceleration – Trilogy Metals
 Inc.

 Registration Statement on Form S-3

 Filed February 20, 2025

 (File No. 333-285072)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Trilogy Metals Inc. (the "Company"), respectfully requests that the Commission accelerate
the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-285072), and permit said Registration
Statement to become effective at 4:00 p.m. (Eastern Time) on April 14, 2025, or as soon thereafter as practicable.

 The Company hereby authorizes Kimberley Anderson,
an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

 Please contact Kimberley Anderson of Dorsey &
Whitney LLP at (206) 903-8803 with any questions with respect to this request.

 Sincerely,

 Trilogy Metals Inc.

 By:
 /s/ Elaine Sanders

 Name:
 Elaine Sanders

 Title:
 Chief Financial Officer

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 March 31, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C. 20549

 Re:
Response to SEC Comment Letter

 Registration Statement on Form S-3

 Filed
February 20, 2025
 File No. 333-285072

 Dear Ms. Anuja Majmudar and Mr. Daniel Morris,

 On behalf of Trilogy Metals Inc. (the "Company"),
we are submitting this response to the comment letter dated March 4, 2025, in relation to the filing of our Registration Statement
on Form S-3 filed February 20, 2025.

 Staff Comment:

 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.

 Company Response:

 The Company respectfully acknowledges
the Staff's comment and notes that the Company's definitive proxy statement for its 2025 annual meeting has been filed on
March 28, 2025 and the Company will not seek to accelerate the effective date of the registration statement until after such date.

 Staff Comment:

 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 .

 Company Response:

 The Company respectfully acknowledges
the Staff's comment and has revised the disclosure accordingly in its Pre-effective Amendment No. 2 to the Registration Statement
on Form S-3.

 We believe these actions address the SEC's
comment, and we are available to discuss further or provide additional information as needed. Thank you for your attention to this matter.

 Sincerely,

 TRILOGY METALS INC.

 /s/ Elaine Sanders

 Elaine Sanders
Vice President & Chief Financial Officer

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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November 1, 2019

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Anuja A. Majmudar

 Re: Trilogy Metals Inc.

Registration Statement on Form S-3 (File
No. 333-234164)

Acceleration Request

Requested Date:	November 5, 2019

Requested Time:	4:00 p.m. (Eastern Time)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, we hereby request that the Securities and Exchange Commission (the “Commission”) accelerate
the effectiveness of the above-referenced Registration Statement on behalf of Trilogy Metals Inc. (the “Company”) to
become effective on the Requested Date at the Requested Time set forth above, or at such later date and time as we may advise the
Commission orally or in writing, or as soon thereafter as practicable.

The Company also requests that the Commission
confirm the effective date and time of the Registration Statement in writing.

    Sincerely,

TRILOGY
METALS INC.

By:
/s/ Elaine M. Sanders

       Elaine
M. Sanders

       Chief
Financial Officer

October 17, 2019
James Gowans
Interim President and Interim Chief Executive 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 October 10, 2019
File No. 333-234164
Dear Mr. Gowans:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Kimberley R. Anderson

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    November 20, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: John Reynolds

 Re: Trilogy Metals Inc.

Registration Statement on Form S-3 (File
No. 333-220484)

Acceleration Request

    Requested Date:
    November 21, 2017

    Requested Time:
    4:00 p.m. (Eastern Time)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, we hereby request that the Securities and Exchange Commission (the “Commission”) accelerate
the effectiveness of the above-referenced Registration Statement on behalf of Trilogy Metals Inc. (the “Company”) to
become effective on the Requested Date at the Requested Time set forth above, or at such later date and time as we may advise the
Commission orally or in writing, or as soon thereafter as practicable.

The Company also requests that the Commission
confirm the effective date and time of the Registration Statement in writing.

    Sincerely,

    TRILOGY METALS INC.

    By:
    /s/ Elaine M. Sanders

    Elaine M. Sanders

    Chief Financial Officer

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November 17, 2017

        John Reynolds

        Assistant Director

        Office of Beverages, Apparel, and Mining

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated November 16, 2017, regarding

Trilogy Metals Inc.

Amended Registration Statement on Form S-3

Filed November 13, 2017

File No. 333-220484

Dear Mr. Reynolds:

This letter responds to the staff’s comment set forth
in the November 16, 2017 letter regarding the above-referenced Amended Registration Statement on Form S-3. For your convenience,
the staff’s comment is included below and we have numbered our response accordingly.

Our response is as follows:

Description of Share Purchase Contracts,
page 44

Staff Comment No. 1.

We note your response to comment 2. It is not clear
how you concluded that the purchase contracts should be properly excluded from the definition of security-based swap under Section
2(a)(17) of the Securities Act 1933 and Section 3(a)(68) of the Securities Exchange Act of 1934, as the definition of purchase
contracts as described in the offering appears sufficiently broad as to include security-based swaps. In this regard, we note the
statement that the “Share Purchase Contracts also may require us to make periodic payments to the holders of the Share Purchase
Contracts or vice versa, and such payments may be unsecured or refunded on some basis.” Based on this statement, it appears
the purchase contracts could include transactions that are not excluded under Section 1a(47)(B) of the Commodity Exchange Act and
fall within the definition of a security-based swap. Please provide an expanded legal analysis that addresses clearly how the purchase
contracts as described do not include security-based swaps.

609 Granville Street, Suite 1150, PO Box
10334 Pacific Centre, Vancouver, BC V7Y 1G5 Canada

Telephone 604-638-8088 ● Facsimile
604-638-0644 ● www.trilogymetals.com

NYSE American: TMQ ● TSX:
TMQ

John Reynolds

November 17, 2017

Page 2

Trilogy Metals Inc.’s Response:

We note the Staff’s comment and we have revised
the disclosure under the heading “Description of Share Purchase Contracts” to remove the following sentence: “Share
Purchase Contracts also may require us to make periodic payments to the holders of the Share Purchase Contracts or vice versa,
and such payments may be unsecured or refunded on some basis.” See page 44 of Amendment No. 2.

Thank you for your review of the filing. If you should have
any questions regarding the response letter, please do not hesitate to contact the undersigned at (604) 638-8088, or Kimberley
Anderson of Dorsey & Whitney LLP at (206) 903-8803.

Sincerely,

Trilogy Metals Inc.

/s/ Elaine M. Sanders

Elaine M. Sanders

Chief Financial Officer

cc:	Kimberley Anderson, Dorsey & Whitney LLP

Mail Stop 3561

November 16 , 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.
  Amended Registration Statement on Form S-3
Filed  November 13, 2017
  File No.  333-220484

Dear M s. Sanders:

We have reviewed your amended registration statement  and have the following comment .
In our comment , 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 comment applies  to your facts and
circumstan ces 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 comment , we may have  additional comments.   Unless we  note
otherwise, our references to prior comments are to comments in our September 26, 2017 letter .

Description of Share Purchase Contracts , page 44

1. We note your response to comment 2.  It is not clear how you conclud ed that the
purchase contracts should be properly excluded from the definition of security -based
swap under Section  2(a)(17) of the Securities Act 1933 and Section  3(a)(68) of the
Securities Exchange Act of 1934, as the definition of purchase contracts as described in
the offering appears sufficiently broad as to include security -based swaps.   In this regard,
we note the statement that the “Share Purchase Contracts also may require us to make
periodic payments to the holders of the Share Purchase Contracts or vice versa, and such
payments may be unsecur ed or refunded on some basis.”  Based on this statement, it
appears the purchase contracts could include transactions that are not excluded under

Elaine  M. Sanders
Trilogy Metals  Inc.
November 16, 2017
Page 2

 Section 1a(47)(B) of the Commodity Exchange Act and fall within  the definition of a
security -based swap.  Please provide an expanded legal analysis that addresses clearly
how the purchase contracts as described do not include security -based swaps.

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

Sincerely,

 /s/ Brigitte Lippmann (for)

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

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

CORRESP
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November 13, 2017

        John Reynolds

        Assistant Director

        Office of Beverages, Apparel, and Mining

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated September 26, 2017, regarding

Trilogy Metals Inc.

Registration Statement on Form S-3

Filed September 15, 2017

File No. 333-220484

Dear Mr. Reynolds:

This letter responds to the staff’s comments set forth
in the September 26, 2017 letter regarding the above-referenced Registration Statement on Form S-3. For your convenience,
the staff’s comments are included below and we have numbered our responses accordingly.

Our responses are as follows:

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

Staff Comment No. 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 other 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.

Trilogy Metals Inc.’s Response:

The Company acknowledges the Staff’s comment
and confirms that it does not wish to offer any third party securities underlying share purchase contracts or share purchase units.
The Company has revised the Registration Statement to remove references to such third party securities. Please see page 44 of Amendment
No. 1.

609 Granville Street, Suite 1150, PO Box 10334 Pacific Centre, Vancouver, BC V7Y 1G5 Canada

Telephone 604-638-8088 ● Facsimile 604-638-0644 ● www.trilogymetals.com

NYSE American: TMQ ● TSX: TMQ

John Reynolds

November 13, 2017

Page 2

Staff Comment No. 2.

It is not clear how the purchase contracts you propose
to issue should be characterized for purposes of the federal securities laws. For example, 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.

Trilogy Metals Inc.’s Response:

Because the Registration Statement seeks to register
purchase contracts with respect to the future delivery of a specified number of Common Shares under the Registration Statement,
the Company respectfully submits that the purchase contracts are properly characterized as “investment contracts” as
that term is used in Section 2(a)(1) of the Securities Act.

We have revised the language in the Registration Statement
to clarify that any purchase contracts the Company issues will be physically settled by delivery of our Common Shares. Accordingly,
such purchase contract should be properly excluded from the definition of “swap” under Section 1a(47)(B)(ii) of the
Commodity Exchange Act and from the definition of “security-based swap” under Section 2(a)(17) of the Securities Act,
Section 1a(42) of the Commodity Exchange Act and Section 3(a)(68) of the Securities Exchange Act of 1934, as amended. Please see
page 44 of Amendment No. 1 for the revised language.

Thank you for your review of the filing. If you should have
any questions regarding the response letter, please do not hesitate to contact the undersigned at (604) 638-8088, or Kimberley
Anderson of Dorsey & Whitney LLP at (206) 903-8803.

    Sincerely,

    Trilogy Metals Inc.

    /s/ Elaine M. Sanders

    Elaine M. Sanders

    Chief Financial Officer

 cc: Kimberley Anderson, Dorsey & Whitney LLP

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