Trilogy Metals Inc. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2013 • NovaCopper Inc. • Gold and silver ores • Alaska

NOVACOPPER US INC., a company incorporated pursuant to the laws of Delaware and having its office in British Columbia, c/o NovaCopper Inc., at Suite 2300 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4

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Trilogy Metals Inc. 21,551,724 Common Shares Underwriting Agreement
Underwriting Agreement • April 19th, 2018 • Trilogy Metals Inc. • Gold and silver ores • New York
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VOTING SUPPORT AGREEMENT
Voting Support Agreement • April 27th, 2015 • NovaCopper Inc. • Gold and silver ores • British Columbia

Electrum Strategic Acquisitions II LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Securityholder”)

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VOTING SUPPORT AGREEMENT
Voting Support Agreement • April 27th, 2015 • NovaCopper Inc. • Gold and silver ores • British Columbia

NOW THEREFORE, in consideration of the mutual covenants in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

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AGREEMENT FOR THE PURCHASE OF ALL THE SHARES OF SUNWARD INVESTMENTS LIMITED
Share Purchase Agreement • September 2nd, 2016 • NovaCopper Inc. • Gold and silver ores • British Columbia

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each Party, the Parties agree as follows:

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Option Agreement to form joint venture
Option Agreement • April 20th, 2017 • Trilogy Metals Inc. • Gold and silver ores • British Columbia
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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • February 18th, 2020 • Trilogy Metals Inc. • Gold and silver ores • Delaware

THE INTERESTS DESCRIBED AND REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (THE “SECURITIES LAWS”) AND MAY BE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES LAWS. TO THE EXTENT THE INTERESTS CONSTITUTE SECURITIES UNDER THE SECURITIES LAWS, THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

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SERVICES AGREEMENT
Services Agreement • April 25th, 2012 • NovaCopper Inc. • Gold and silver ores • British Columbia

NOVAGOLD RESOURCES INC., a Nova Scotia company having an office at Suite 2300 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4

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NovaCopper Sells Titiribi Property to Brazil Resources
Share Purchase Agreement • August 19th, 2016 • NovaCopper Inc. • Gold and silver ores

VANCOUVER, Aug. 18, 2016 /CNW/ - NovaCopper Inc. (TSX, NYSE-MKT: NCQ) ("NovaCopper" or the "Company") has entered into a share purchase agreement to sell its wholly-owned subsidiary, Sunward Investments Limited, which indirectly owns the Titiribi property to Brazil Resources Inc. ("BRI") in exchange for 5 million common shares of BRI and 1 million warrants. Each warrant is exercisable into one common share of BRI for a period of two years from the closing date of the transaction at a price of C$3.50 per BRI common share. Using the 20 day volume weighted average price of BRI shares on the TSX-V of C$2.61, the value of the 5 million common shares of BRI would be approximately C$13.1 million. Closing of the transaction is subject to satisfaction of certain closing conditions and receipt of regulatory approval, and is anticipated to occur on or about September 1, 2016.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 20th, 2020 • Trilogy Metals Inc. • Gold and silver ores • British Columbia

TRILOGY METALS INC., a company incorporated pursuant to the laws of British Columbia and having its principal office at Suite 1150 – 609 Granville Street, Vancouver, British Columbia, V7Y 1G5

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AND SUNWARD RESOURCES LTD. ARRANGEMENT AGREEMENT DATED April 22, 2015
Arrangement Agreement • April 27th, 2015 • NovaCopper Inc. • Gold and silver ores • British Columbia

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2013 • NovaCopper Inc. • Gold and silver ores • British Columbia

NOVACOPPER INC., a company incorporated pursuant to the laws of British Columbia and having its registered office in British Columbia at Suite 2300 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4

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EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2012 • NovaCopper Inc. • Gold and silver ores • British Columbia

NOVACOPPER INC., a company incorporated pursuant to the laws of British Columbia and having its principal office at Suite 2300 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4

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EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2020 • Trilogy Metals Inc. • Gold and silver ores • British Columbia

TRILOGY METALS INC., a company incorporated pursuant to the laws of British Columbia and having its registered office in British Columbia at Suite 1150 – 609 Granville Street, Vancouver, British Columbia, V6C 1G5

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UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • July 8th, 2014 • NovaCopper Inc. • Gold and silver ores • British Columbia

UNIT PURCHASE AGREEMENT (the “Agreement”) dated as of June 30, 2014, between NovaCopper Inc., a corporation organized and existing under the laws of the province of British Columbia, Canada (the “Seller”), and [•] (the “Purchaser”).

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SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE is made on September 4, 2019.
Separation Agreement • February 13th, 2020 • Trilogy Metals Inc. • Gold and silver ores • British Columbia
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CONTRIBUTION Agreement
Contribution Agreement • February 18th, 2020 • Trilogy Metals Inc. • Gold and silver ores • British Columbia
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COMMITMENT AGREEMENT
Commitment Agreement • April 25th, 2012 • NovaCopper Inc. • Gold and silver ores • British Columbia

NOVAGOLD RESOURCES INC., a Nova Scotia company having an office at Suite 2300 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • February 13th, 2020 • Trilogy Metals Inc. • Gold and silver ores • British Columbia

THEREFORE, in consideration of the sum of $10.00 and the covenants and agreements herein, and for other good and valuable consideration given by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties hereby agree as follows:

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AMENDMENT AGREEMENT
Amendment Agreement • April 9th, 2020 • Trilogy Metals Inc. • Gold and silver ores

TRILOGY METALS INC., a company incorporated pursuant to the laws of British Columbia and having its registered office in British Columbia at Suite 1150 – 609 Granville Street, Vancouver, British Columbia, V6C 1G5

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