Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2016
_______________________
Trilogy Metals Inc.
(Exact name of registrant as specified in its charter)
_______________________
| British Columbia | 001-35447 | 98 -1006991 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Suite 1950, 777 Dunsmuir Street
Vancouver, British Columbia
Canada, V7Y 1K4
(Address of principal executive offices, including zip code)
(604) 638-8088
(Registrant's telephone number, including area code)
NovaCopper Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective September 1, 2016, NovaCopper Inc. (the “Company”) changed its corporate name from NovaCopper Inc. to Trilogy Metals Inc. pursuant to a Notice of Articles filed with Registrar of Companies for the Province of British Columbia, Canada (the “Notice of Articles”). Subsequently, on September 1, 2016, the Registrar of Companies for the Province of British Columbia, Canada issued a Certificate of Change of Name, a copy of which, together with the Notice of Articles, is attached hereto as Exhibit 3.1 and incorporated by reference.
The name change was previously approved by the board of directors of the Company and by the shareholders at the 2016 Annual and Special Meeting of Shareholders held on May 18, 2016. The Company effected the name change to better reflect the diversity of metals at the Company's 100%-owned Upper Kobuk Minerals Projects.
Item 8.01 Other Events.
In connection with the name change, the Company launched a new corporate website: www.trilogymetals.com. The Company’s investor relations information, including press releases and links to the Company’s SEC filings, will now be found on this website. The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the Company's corporate governance documents, including the Code of Business Conduct & Ethics and the terms of reference of the committees of the Company's board of directors, are available on this website.
Upon opening of the markets on September 8, 2016, the Company’s common stock, which trades on the NYSE MKT and the Toronto Stock Exchange under the ticker symbol “NCQ”, will cease trading under such ticker symbol and will commence trading under the new ticker symbol “TMQ” on both stock exchanges. Along with the ticker change, the Company’s common stock has also been assigned a new CUSIP number of 89621C105 (ISIN: CA89621C1059). Outstanding stock certificates for shares of the Company are not affected by the name change and will continue to be valid and need not be exchanged.
On September 8, 2016, the Company issued a news release announcing the name change and new ticker symbol. A copy of the news release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 3.1 |
Notice of Articles and Certificate of Change of Name, dated September 1, 2016 |
| 99.1 | News Release regarding change of corporate name to Trilogy Metals Inc., dated September 8, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOVACOPPER INC. | ||
| Dated: September 8, 2016 | By: | /s/ Elaine Sanders |
| Elaine M. Sanders, Chief Financial Officer | ||
| Exhibit Number | Description |
| 3.1 | Notice of Articles and Certificate of Change of Name, dated September 1, 2016 |
| 99.1 | News Release regarding change of corporate name to Trilogy Metals Inc., dated September 8, 2016 |
Exhibit 3.1
Exhibit 99.1
NovaCopper is now Trilogy Metals
VANCOUVER, Sept. 8, 2016 /CNW/ - NovaCopper Inc. (TSX, NYSE-MKT: NCQ) ("NovaCopper" or the "Company") announced today that the Company has changed its corporate name to Trilogy Metals Inc. and its shares will commence trading on the Toronto Stock Exchange and the NYSE-MKT under the new name and ticker symbol "TMQ" upon the opening of the markets today.
See the Company's new website at www.trilogymetals.com.
NovaCopper has changed its corporate name to Trilogy Metals Inc. ("Trilogy") to better reflect the diversity of minerals at the Company's 100%-owned Upper Kobuk Mineral Projects. The Company's new website is www.trilogymetals.com and our new twitter handle is @trilogy_metals.
The name change was approved by shareholders at the Annual General Meeting held on May 18, 2016 and subsequently approved by both the Toronto Stock Exchange and NYSE-MKT. The Company's common shares will commence trading on both stock exchanges under the new ticker symbol "TMQ" upon the opening of the markets today. The CUSIP number assigned to the Company's shares following the name change is 89621C105 (ISIN: CA89621C1059). No action is required by stockholders with respect to the name change. Outstanding stock certificates are not affected by the name change and will not need to be exchanged. Certain changes in CUSIP number may cause a temporary interruption in electronic trading in the United States and/or with the Depository Trust Company. The Company encourages any concerns in this regard to be directed to the shareholder's broker or agent.
Upcoming Events
The Company's CEO and CFO will be attending the following conferences during the month of September. Rick Van Nieuwenhuyse, the Company's President and CEO will be presenting at all three conferences. Our corporate presentation and a replay of any broadcast will be made available on our website at www.trilogymetals.com/investorcenter/events. We look forward to meeting with you at the conference.
September 11-13, 2016 Rodman & Renshaw Global Investment Conference in New York
September 14-16, 2016 Precious Metals Summit, Colorado in Beaver Creek
September 26-28, 2016 Mines and Money Americas in Toronto
About Trilogy Metals
Trilogy Metals Inc., formerly NovaCopper Inc. is a metals exploration company focused on exploring and developing the Ambler mining district located in northwestern Alaska. It is one of the richest and most-prospective known copper-dominant districts located in one of the safest geopolitical jurisdictions in the world. It hosts world-class polymetallic VMS deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high grade copper mineralization. Exploration efforts have been focused on two deposits in the Ambler mining district - the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within the Company's land package that spans approximately 143,000 hectares. The Company has an agreement with NANA Regional Corporation, Inc., a Regional Alaska Native Corporation that provides a framework for the exploration and potential development of the Ambler mining district in cooperation with local communities. Our vision is to develop the Ambler mining district into a premier North American copper producer.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements including but not limited to anticipated activities at the UKMP, achieving a pre-feasibility level of study at some point in the future, and the advancement of the AMDIAP. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the uncertainties involving the need for additional financing to explore and develop properties and availability of financing in the debt and capital markets; uncertainties involved in the interpretation of drilling results and geological tests and the estimation of reserves and resources; the need for cooperation of government agencies and native groups in the development and operation of properties and infrastructure; the need to obtain permits and governmental approvals; risks of construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, metal grades or recovery rates; unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; and other risks and uncertainties disclosed in the Company's Annual Report on Form 10-K for the year ended November 30, 2015 filed with Canadian securities regulatory authorities and with the United States Securities and Exchange Commission and in other NovaCopper reports and documents filed with applicable securities regulatory authorities from time to time. The Company's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. The Company assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.
SOURCE Trilogy Metals Inc.
%CIK: 0001543418
For further information: Trilogy Contacts: Rick Van Nieuwenhuyse, President & Chief Executive Officer, rickvann@trilogymetals.com; Elaine Sanders, Vice President & Chief Financial Officer, elaine.sanders@trilogymetals.com; 604-638-8088 or 1-855-638-8088
CO: Trilogy Metals Inc.
CNW 07:00e 08-SEP-16