Trilogy Metals Inc.

Trilogy Metals Inc.

November 09, 2007 08:12 ET

Trilogy Metals Engages GMP Securities L.P. for $20 Million Subscription Receipt Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 9, 2007) -


Trilogy Metals Inc. ("Trilogy") (NEX:TRI.H) announces that it has engaged GMP Securities L.P. ("GMP") as lead agent to place on a "commercially reasonable efforts" basis by way of private placement, an issue of subscription receipts ("Subscription Receipts") of Trilogy at a price of $0.75 per Subscription Receipt and flow through subscription receipts ("Flow Through Subscription Receipts") at a price of $0.85 per Flow Through Subscription Receipt. Aggregate gross proceeds of the Subscription Receipts and the Flow Through Subscription Receipts will be approximately $20,000,000, with a maximum of $15,000,000 issued pursuant to the sale of Flow Through Subscription Receipts (the "Offering"). Completion of the Offering is subject to receipt of applicable regulatory, shareholder and TSX-V approvals. Each Subscription Receipt will entitle the holder to receive one common share of Trilogy (a "Common Share") and one half of one Common Share purchase warrant (a "Warrant"), without further payment or action on the part of the holder, concurrently with completion of Trilogy's acquisition of NWest Energy Inc. (the "Acquisition"). Each whole Warrant will entitle the holder to purchase one Common Share at a price of $1.00 at any time prior to 5:00 p.m. (Calgary time) on the date that is 24 months from closing. Each Flow Through Subscription Receipt will entitle the holder to receive one flow through common share of Trilogy without further payment or action on the part of the holder concurrently with the completion of the Acquisition. If Trilogy does not complete the Acquisition and meet other criteria of the Offering on or before December 15, 2007 then the Subscription Receipts and Flow Through Subscription Receipts shall be automatically redeemed by Trilogy and the funds will be returned to investors with accrued interest.

Trilogy's pending acquisition of NWest Energy Inc. ("NWest") was announced on October 29, 2007. NWest is a St. John's based private corporation engaged in East Coast frontier oil and gas exploration. NWest's principal assets are four exploration licenses (the "Exploration Licenses") located offshore Western Newfoundland. The Exploration Licenses were issued by the Canada Newfoundland and Labrador Offshore Petroleum Board in 2006 and 2007 and cover a combined area of 1,630,599 acres. The Exploration Licenses are the subject of a report completed by Sproule Associates Limited ("Sproule") of Calgary, Alberta under National Instrument 51-101 1990's and NWest's and Sproule's interpretive analysis of data collected to date, Trilogy and NWest propose to employ the proceeds of the Offering as follows:

Seismic Program - $17 to $18 million

- costs associated with carrying out seismic data collection and interpretation including seismic vessel mobilization and demobilization and approximately 31 days of acquisition on site off Western Newfoundland;

- costs associated with the further evaluation of Exploration Licenses including seismic interpretation and updating of NI 51-101 compliant report;

- costs associated with preliminary assessment of prospects and targets for further exploration, drilling and development of Exploration Licenses.

Administrative/Corporate $2 to $3 million

- provide working capital to fund ongoing operations, administration, audit, legal, regulatory and contingencies;

- pay costs associated with financings;

Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance and Shareholder approval. The Acquisition cannot close until the required Shareholder approval is obtained. There can be no assurance that the Offering and Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Offering and Acquisition, any information released or received with respect to the proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Trilogy Metals Inc. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The NEX has not reviewed and does not accept any responsibility for the adequacy or accuracy of this news release and no regulatory authority has approved or disapproved the information contained herein.

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