UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
OR
For the Transition Period from to
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Trilogy Metals Inc.
Table of Contents
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Trilogy Metals Inc.
Interim Consolidated Balance Sheets
(unaudited)
in thousands of US dollars | |||||||
February 29, 2024 | November 30, 2023 | ||||||
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| $ |
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| $ |
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Assets |
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Current assets |
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Cash and cash equivalents | | | |||||
Accounts receivable | | | |||||
Deposits and prepaid amounts | | | |||||
Total current assets | | | |||||
Investment in Ambler Metals LLC (note 3) | | | |||||
Fixed assets | | | |||||
Right of use asset (note 5(a)) | | | |||||
Total assets | | | |||||
Liabilities |
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Current liabilities |
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Accounts payable and accrued liabilities (note 4) | | | |||||
Current portion of lease liability | — | | |||||
Total current liabilities |
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Total liabilities | | | |||||
Shareholders’ equity |
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Share capital (note 6) – unlimited common shares authorized, | | | |||||
Contributed surplus | | | |||||
Contributed surplus – options (note 6(a)) | | | |||||
Contributed surplus – units (note 6(b)) | | | |||||
Deficit | ( | ( | |||||
Total shareholders' equity | | | |||||
Total liabilities and shareholders' equity | | | |||||
Commitments (note 8)
(See accompanying notes to the interim consolidated financial statements)
/s/ Tony Giardini, President, CEO and Director |
| /s/ Diana Walters, Director |
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|
|
Approved on behalf of the Board of Directors |
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|
Trilogy Metals Inc.
Interim Consolidated Statements of Loss
and Comprehensive Loss
(unaudited)
in thousands of US dollars, except share and per share amounts | ||||||||
For the three months ended | ||||||||
| February 29, 2024 | February 28, 2023 | ||||||
| $ |
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| $ |
| |||
Expenses |
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| |||||
Amortization | | | ||||||
Exploration expenses | — | | ||||||
Foreign exchange loss (gain) | | ( | ||||||
General and administrative | | | ||||||
Investor relations | | | ||||||
Professional fees | | | ||||||
Salaries | | | ||||||
Salaries and directors expense – stock-based compensation | | | ||||||
Total expenses | |
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Other items |
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| |||||
Interest and other income | ( | ( | ||||||
Services agreement income | ( | — | ||||||
Share of loss on equity investment (note 3(b)) | | | ||||||
Loss and comprehensive loss for the period | ( |
| ( | |||||
Basic loss per common share | ( | ( | ||||||
Diluted loss per common share | ( | ( | ||||||
Basic weighted average number of common shares outstanding | | | ||||||
Diluted weighted average number of common shares outstanding | | | ||||||
(See accompanying notes to the interim consolidated financial statements)
Trilogy Metals Inc. | 4 |
Trilogy Metals Inc.
Interim Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
in thousands of US dollars, except share amounts
| Contributed | Contributed |
| Total |
| ||||||||||||||||
Contributed | surplus – | surplus – | shareholders’ |
| |||||||||||||||||
Number of shares | Share capital | surplus | options | units | Deficit | equity | |||||||||||||||
| outstanding |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |
Balance – November 30, 2022 |
| | | | | | ( | | |||||||||||||
Restricted Share Units |
| | | ( | — | ( | — | — | |||||||||||||
Joint venture contribution | | | — | — | — | — | | ||||||||||||||
Services settled by common shares |
| | | — | — | — | — | | |||||||||||||
Stock-based compensation | — | — | — | | | — | | ||||||||||||||
Loss for the period |
| — | — | — | — | — | ( | ( | |||||||||||||
Balance – February 28, 2023 |
| | |
| |
| |
| |
| ( | | |||||||||
Balance – November 30, 2023 | | | | | | ( | | ||||||||||||||
Restricted Share Units |
| | | — | — | ( | — | — | |||||||||||||
Joint venture contribution | | | — | — | — | — | | ||||||||||||||
Services settled by common shares | | | — | — | — | — | | ||||||||||||||
Stock-based compensation |
| — | — | — | | | — | | |||||||||||||
Loss for the period | — | — | — | — | — | ( | ( | ||||||||||||||
Balance – February 29, 2024 | | | | | | ( | |
(See accompanying notes to the interim consolidated financial statements)
Trilogy Metals Inc. | 5 |
Trilogy Metals Inc.
Interim Consolidated Statements of Cash Flows
(unaudited)
in thousands of US dollars | |||||||
For the three months ended | |||||||
February 29, 2024 | February 28, 2023 | ||||||
| $ |
|
| $ |
| ||
Cash flows used in operating activities |
|
|
| ||||
Loss for the period | ( |
| ( | ||||
Adjustments to reconcile net loss to cash flows in operating activities |
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Amortization | |
| | ||||
Consulting fees settled by common shares | | | |||||
Office lease accounting | | ( | |||||
Loss on equity investment in Ambler Metals LLC (note 3(b)) | | | |||||
Unrealized foreign exchange (gain) loss | ( |
| | ||||
Stock-based compensation | |
| | ||||
Net change in non-cash working capital |
| ||||||
Decrease (increase) in accounts receivable | |
| ( | ||||
Decrease in deposits and prepaid amounts | |
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Increase in accounts payable and accrued liabilities | |
| | ||||
Total cash flows used in operating activities | ( |
| ( | ||||
Cash flows from financing activities |
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Total cash flows from financing activities | — |
| — | ||||
Cash flows from investing activities |
|
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Total cash flows from investing activities | — |
| — | ||||
Decrease in cash | ( |
| ( | ||||
Effect of exchange rate on cash | |
| ( | ||||
Cash and cash equivalents – beginning of the period | |
| | ||||
Cash and cash equivalents – end of the period | |
| | ||||
(See accompanying notes to the interim consolidated financial statements)
Trilogy Metals Inc. | 6 |
1) Nature of operations and going concern
Trilogy Metals Inc. (“Trilogy” or the “Company”) was incorporated in British Columbia, Canada under the Business Corporations Act (British Columbia) on April 27, 2011. The Company is engaged in the exploration and development of mineral properties, through our equity investee (see note 3), with a focus on the Upper Kobuk Mineral Projects (“UKMP”), including the Arctic and Bornite Projects located in Northwest Alaska in the United States of America (“US”). The Company also conducts early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc.
These interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for at least twelve months from the date of approval of these consolidated financial statements. As at February 29, 2024, the Company had working capital (current assets less current liabilities) of $
The continued operations of the Company are dependent on its ability to obtain additional financing or to generate future cash flows. The Company has no recurring source of operating cash inflows at its current stage. The Company intends to finance its future requirements through a combination of debt and equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
2) Summary of significant accounting policies
Basis of presentation
These interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting.
All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars.
These interim consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of February 29, 2024 and our results of operations and cash flows for the three-month period ended February 29, 2024 and February 28, 2023. The results of operations for the three-month period ended February 29, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2024.
As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these interim consolidated financial statements should be read in conjunction with the annual financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 9, 2024.
These interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on April 2, 2024.
Trilogy Metals Inc. | 7 |
Use of estimates and measurement uncertainties
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period. Significant judgments include the assessment of potential indicators of impairment for our equity method investments where key judgement is the delay on the Ambler Access Project is temporary and the delay was considered when assessing indicators of impairment. Significant estimates include the measurement of income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported.
Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Management considers factors that may be indicative of an impairment include a loss in the value of an investment that is not temporary. Factors consider include but are not limited to, sustained losses by the investment, the absence of the ability to recover the carrying amount of the investment, significant changes in the legal, business or regulatory environment, significant adverse changes impacting the investee and internal reporting indicating the economic performance of an investment is, or will be, worse than expected.
These factors are subjective and require consideration at each period end.
3) Investment in Ambler Metals LLC
(a) | Formation of Ambler Metals LLC |
On February 11, 2020, the Company completed the formation of a
Ambler Metals is an independently operated company jointly controlled by Trilogy and South32 through a
(b) | Carrying value of equity method investment |
Trilogy recognized, based on its
Trilogy Metals Inc. | 8 |
| in thousands of dollars | ||
$ |
| ||
November 30, 2023, Investment in Ambler Metals | | ||
Joint venture equity contribution | | ||
Share of loss on equity investment for the three month period ending February 29, 2024 | ( | ||
February 29, 2024, Investment in Ambler Metals | | ||
(c) | The following table summarizes Ambler Metals’ Balance Sheet as at February 29, 2024. |
| in thousands of dollars | |||||
February 29, 2024 | November 30, 2023 | |||||
| $ |
|
| $ |
| |
Total assets | | | ||||
Cash and cash equivalents | | | ||||
Mineral properties | | | ||||
Total liabilities | ( | ( | ||||
Accounts payable and accrued liabilities | ( | ( | ||||
Members' equity (total assets less total liabilities) | | | ||||
Members’ cash and cash equivalents are held at one bank, the majority of cash and cash equivalent is uninsured as at February 29, 2024.
(d) The following table summarizes Ambler Metals' loss for the three-month period ending February 29, 2024 and February 28, 2023.
in thousands of dollars | ||||||
Three months ended | ||||||
February 29, 2024 | February 28, 2023 | |||||
| $ |
|
| $ |
| |
Depreciation | | | ||||
Corporate salaries and wages | | | ||||
General and administrative | | | ||||
Mineral property expense | | | ||||
Professional fees | | | ||||
Foreign exchange loss | | — | ||||
Interest and other income | ( | ( | ||||
Comprehensive loss | | | ||||
(e) Related party transactions
During the three-month period ended February 29, 2024, the Company charged $10,000 (2023 - $Nil) related to human resources and accounting services in connection with the Service Agreement. In addition, the company received payments of $
Trilogy Metals Inc. | 9 |
4) Accounts payable and accrued liabilities
in thousands of dollars | ||||||
February 29, 2024 | November 30, 2023 | |||||
| $ |
|
| $ |
| |
Trade accounts payable | | | ||||
Accrued liabilities |
| |
| | ||
Accrued salaries and vacation |
| |
| | ||
Accounts payable and accrued liabilities |
| |
| | ||
Of the accrued salaries and vacation approximately $
5) Leases
| (a) | Right-of-use asset |
in thousands of dollars | |||
| $ |
| |
Balance as at November 30, 2023 | | ||
Net amortization | ( | ||
Balance as at February 29, 2024 | | ||
| (b) | Lease liabilities |
The Company’s lease arrangements primarily consist of an operating lease for our office space ending in June 2024. There are
Total lease expense recorded within general and administrative expenses was comprised of the following components:
| in thousands of dollars | |||||
Three months ended | Three months ended | |||||
February 29, 2024 | February 28, 2023 | |||||
$ |
|
| $ |
| ||
Operating lease costs | | | ||||
Variable lease costs | | | ||||
Total lease expense | | | ||||
Variable lease costs consist primarily of the Company’s portion of operating costs associated with the office space lease as the Company elected to apply the practical expedient not to separate lease and non-lease components.
As at February 29, 2024, the weighted-average remaining lease term is
Supplemental cash and non-cash information relating to our leases during the three-month period ending February 29, 2024 are as follows:
| ● | Cash paid for amounts included in the measurement of lease liabilities was $ |
Trilogy Metals Inc. | 10 |
6) Share capital
Authorized:
unlimited common shares,
in thousands of dollars, except share amounts | ||||||
Number of shares | Ascribed value | |||||
|
|
| $ |
| ||
November 30, 2023 |
| | | |||
Restricted Share Units | | | ||||
Services settled by common shares | | | ||||
Joint venture equity contribution (note 3(a)) | | | ||||
February 29, 2024, issued and outstanding | | | ||||
On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”), once vested, on record as of the close of business April 27, 2012. When vested, Trilogy committed to deliver one common share to the holder for every
(a) | Stock options |
During the three-month period ended February 29, 2024, the Company granted
For the three-month period ended February 29, 2024, Trilogy recognized a stock-based compensation charge of $
The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model.
Assumptions used in the pricing model for the three-month period ended February 29, 2024 are as provided below.
| February 29, 2024 | |
Risk-free interest rates |
| |
Exercise price |
| CDN$ |
Expected life |
| |
Expected volatility |
| |
Expected dividends |
|
As at February 29, 2024, there were
Trilogy Metals Inc. | 11 |
A summary of the Company’s stock option outstanding and changes during the three-month period ended February 29, 2024 is as follows:
February 29, 2024 | ||||||
Weighted average | ||||||
exercise price | ||||||
| Number of options |
|
| CDN$ |
| |
Balance – beginning of the period |
| | | |||
Granted |
| | | |||
Expired |
| ( | | |||
Balance – end of the period |
| | |
There were
The following table summarizes information about the stock options outstanding at February 29, 2024.
Outstanding | Exercisable | Unvested |
| |||||||||||||||
Weighted | Weighted |
| ||||||||||||||||
Number of | Weighted | average | Number of | average | Number of |
| ||||||||||||
outstanding | average years | exercise price | exercisable | exercise price | unvested | |||||||||||||
Range of exercise price - CDN |
| options |
|
| to expiry |
|
| CDN$ |
|
| options |
|
| CDN$ |
|
| options |
|
$ |
| | | | | | ||||||||||||
$ |
| | | | | | ||||||||||||
$ | | | | | | |||||||||||||
| | | | | ||||||||||||||
The aggregate intrinsic value of vested stock options (the market value less the exercise price) at February 29, 2024 was (2023 - $
(b) | Restricted Share Units and Deferred Share Units |
The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incentives to employees and consultants and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to offset cash payments for fees to directors. Awards under the RSU Plan and DSU Plan have been settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive
A summary of the Company’s unit plans and changes during the three-month period ending February 29, 2024 is as follows:
| Number of RSUs |
|
| Number of DSUs |
| |
Balance – beginning of the period | |
| | |||
Granted |
| | | |||
Vested/Converted |
| ( | — | |||
Balance – end of the period |
| |
| |
For the three-month period ending February 29, 2024, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $
Trilogy Metals Inc. | 12 |
7) Financial instruments
The Company is exposed to a variety of risks arising from financial instruments. These risks and management’s objectives, policies and procedures for managing these risks are disclosed as follows.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities.
Financial risk management
The Company’s activities expose it to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk.
(a) | Currency risk |
Currency risk is the risk of a fluctuation in financial asset and liability settlement amounts due to a change in foreign exchange rates. The Company operates in the United States and Canada. The Company’s exposure to currency risk at February 29, 2024 is limited to the Canadian dollar balances consisting of cash of approximately CDN$
(b) | Credit risk |
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company holds cash with a Canadian chartered financial institution of which the majority is uninsured as at February 29, 2024. The Company’s only significant exposure to credit risk is equal to the balance of cash as recorded in the financial statements.
(c) | Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulties raising funds to meet its financial obligations as they fall due. The Company is in the exploration stage and does not have cash inflows from operations; therefore, the Company manages liquidity risk through the management of its capital structure and financial leverage.
Contractually obligated undiscounted cash flow requirements as at February 29, 2024 are as follows:
in thousands of dollars |
| ||||||||||||||
| Total |
|
| < 1 Year |
|
| 1–2 Years |
|
| 2–5 Years |
|
| Thereafter |
| |
$ | $ | $ | $ | $ | |||||||||||
Accounts payable and accrued liabilities |
| |
| |
| | | | |||||||
| |
| |||||||||||||
| |
| |
| | | | ||||||||
Included in accounts payable and accrued liabilities approximately $
Trilogy Metals Inc. | 13 |
(d) | Interest rate risk |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk with respect to interest earned on cash. Based on balances as at February 29, 2024, a
As we are currently in the exploration phase none of our financial instruments are exposed to commodity price risk; however, our ability to obtain long-term financing and its economic viability could be affected by commodity price volatility.
8) Commitment
The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 5(b) above.
9) Subsequent event
On March 1, 2024, pursuant to previous elections, the Board of Directors were granted
Trilogy Metals Inc. | 14 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Trilogy Metals Inc.
Management’s Discussion & Analysis
For the Quarter Ended February 29, 2024
(expressed in US dollars)
Cautionary notes
Forward-looking statements
This Management’s Discussion and Analysis contains “forward-looking information” and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable securities laws. These forward-looking statements may include statements regarding the Company’s work programs and budgets; perceived merit of properties, exploration results and budgets, the impact of the Bureau of Land Management’s (“BLM”) suspension of permits on the right-of-way with the Alaska Industrial Development and Export Authority (“AIDEA”) relating to the Ambler Road Project, the Company and Ambler Metals’ funding requirements, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, statements regarding Ambler Metals’ plans and expectations relating to its Upper Kobuk Mineral Projects (as defined below), sufficiency of the Ambler Meals’ cash to fund the UKMP, impact of COVID-19 on the Company’s operations, market prices for precious and base metals, statements regarding the Ambler Access Project (also known as the Ambler Mining District Industrial Access Project), or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, as well as on a number of material assumptions, which could prove to be significantly incorrect, including about:
| ● | our ability to achieve production at the Upper Kobuk Mineral Projects; |
| ● | the accuracy of our mineral resource and reserve estimates; |
| ● | the results, costs and timing of future exploration drilling and engineering; |
| ● | timing and receipt of approvals, consents and permits under applicable legislation; |
| ● | the adequacy of our financial resources; |
| ● | the receipt of third party contractual, regulatory and governmental approvals for the exploration, development, construction and production of our properties and any litigation or challenges to such approvals; |
Trilogy Metals Inc. | 15 |
| ● | our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable; |
| ● | continued good relationships with South32, our joint venture partner, as well as local communities and other stakeholders; |
| ● | there being no significant disruptions affecting operations, whether relating to labor, supply, power damage to equipment or other matter; |
| ● | expected trends and specific assumptions regarding metal prices and currency exchange rates; and |
| ● | prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels. |
We have also assumed that no significant events will occur outside of our normal course of business. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. We believe that the assumptions inherent in the forward-looking statements are reasonable as of the date of this MD&A. However, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:
| ● | risks related to inability to define proven and probable reserves; |
| ● | risks related to our ability to finance the development of our mineral properties through external financing, strategic alliances, the sale of property interests or otherwise; |
| ● | uncertainty as to whether there will ever be production at the Company’s mineral exploration and development properties; |
| ● | risks related to our ability to commence production and generate material revenues or obtain adequate financing for our planned exploration and development activities; |
| ● | risks related to lack of infrastructure including but not limited to the risk whether or not the Ambler Mining District Industrial Access Project, or AMDIAP, will receive the requisite permits and, if it does, whether the Alaska Industrial Development and Export Authority will build the AMDIAP; |
| ● | risks related to the suspension by the BLM of the right-of-way permits with AIDEA relating to the AMDIAP to permit the Department of the Interior to carry out additional work on the environmental impact statement, and associated delays relating to such suspension; |
| ● | risks related to inclement weather which may delay or hinder exploration activities at our mineral properties; |
| ● | risks related to our dependence on a third party for the development of our projects; |
| ● | none of the Company’s mineral properties are in production or are under development; |
| ● | commodity price fluctuations; |
| ● | uncertainty related to title to our mineral properties; |
Trilogy Metals Inc. | 16 |
| ● | our history of losses and expectation of future losses; |
| ● | risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases; |
| ● | risks related to increases in costs of fuel and other required supplies and concerns relating to supply chain and the ability to obtain needed supplies at a reasonable cost, or at all; |
| ● | risks related to global economic instability, including global supply chain issues, inflation and fuel and energy costs may affect the Company’s business; |
| ● | uncertainties relating to the assumptions underlying our resource estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs; |
| ● | uncertainty related to inferred mineral resources; |
| ● | mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production; |
| ● | risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of our mineral deposits; |
| ● | risks related to governmental regulation and permits, including environmental regulation, including the risk that more stringent requirements or standards may be adopted or applied due to circumstances unrelated to the Company and outside of our control; |
| ● | the risk that permits and governmental approvals necessary to develop and operate mines at our mineral properties will not be available on a timely basis or at all; |
| ● | risks related to the need for reclamation activities on our properties and uncertainty of cost estimates related thereto; |
| ● | risks related to the acquisition and integration of operations or projects; |
| ● | our need to attract and retain qualified management and technical personnel; |
| ● | risks related to conflicts of interests of some of our directors and officers; |
| ● | risks related to potential future litigation; |
| ● | risks related to market events and general economic conditions; |
| ● | risks related to future sales or issuances of equity securities decreasing the value of existing Trilogy common shares, diluting voting power and reducing future earnings per share; |
| ● | risks related to the voting power of our major shareholders and the impact that a sale by such shareholders may have on our share price; |
| ● | uncertainty as to the volatility in the price of the Company’s common shares; |
| ● | the Company’s expectation of not paying cash dividends; |
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| ● | adverse federal income tax consequences for U.S. shareholders should the Company be a passive foreign investment company; |
| ● | risks related to global climate change; |
| ● | risks related to adverse publicity from non-governmental organizations; |
| ● | uncertainty as to our ability to maintain the adequacy of internal control over financial reporting as per the requirements of Section 404 of the Sarbanes-Oxley Act; |
| ● | increased regulatory compliance costs, associated with rules and regulations promulgated by the United States Securities and Exchange Commission, Canadian Securities Administrators, the NYSE American, the Toronto Stock Exchange, and the Financial Accounting Standards Boards, and more specifically, our efforts to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act; and |
| ● | risks related to the future effect of the COVID-19 pandemic. |
This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in Trilogy’s Form 10-K for the fiscal year ended November 30, 2023, filed with the Canadian securities regulatory authorities and the SEC on February 9, 2024, and other information released by Trilogy and filed with the appropriate regulatory agencies.
The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
General
This Management’s Discussion and Analysis (“MD&A”) of Trilogy Metals Inc. (“Trilogy”, “Trilogy Metals”, “the Company” or “we”) is dated April 3, 2024 and provides an analysis of our unaudited interim financial results for the quarter ended February 29, 2024 compared to the quarter ended February 28, 2023.
The following information should be read in conjunction with our February 29, 2024 unaudited interim consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The MD&A should also be read in conjunction with our audited consolidated financial statements and related notes for the year ended November 30, 2023. A summary of the U.S. GAAP accounting policies is outlined in note 2 of the audited consolidated financial statements. All amounts are in United States dollars unless otherwise stated. References to “Canadian dollars” and “CDN$” are to the currency of Canada and references to “U.S. dollars”, “$” or “US$” are to the currency of the United States.
Richard Gosse, P.Geo., Vice President, Exploration of the Company, is a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), and has approved the scientific and technical information in this MD&A.
Trilogy’s shares are listed on the Toronto Stock Exchange (“TSX”) and the NYSE American Stock Exchange (“NYSE American”) under the symbol “TMQ”. Additional information related to Trilogy, including our annual report on Form 10-K for the fiscal year ended November 30, 2023, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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Description of business
We are a base metals exploration company focused on the exploration and development of mineral properties, through our equity investee, in the Ambler mining district located in Alaska, U.S.A. We conduct our operations through a wholly owned subsidiary, NovaCopper US Inc. which is doing business as Trilogy Metals US (“Trilogy Metals US”). Our Upper Kobuk Mineral Projects, (“UKMP” or “UKMP Projects”) were contributed into a 50/50 joint venture named Ambler Metals LLC (“Ambler Metals”) between Trilogy and South32 Limited (“South32”) on February 11, 2020 (see below). The projects contributed to Ambler Metals consist of: i) the Ambler lands which host the Arctic copper-zinc-lead-gold-silver project (the “Arctic Project”); and ii) the Bornite lands being explored under a collaborative long-term agreement with NANA Regional Corporation, Inc. (“NANA”), a regional Alaska Native Corporation, which hosts the Bornite carbonate-hosted copper project (the “Bornite Project”) and related assets. The Company may also conduct early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc.
Corporate and project activities
The Company has a 2024 fiscal year cash budget totaling $2.8 million. During the quarter ended February 29, 2024 we were on budget with cash expenditures of $0.8 million for personnel costs, professional fees, insurance, regulatory and office expenses. Our current office lease expires at the end of June 2024 and we have signed a new office lease starting July 1, 2024 for four years.
Ambler Metals LLC
The Board of Ambler Metals approved a 2024 fiscal year budget totaling $5.5 million to support external and community affairs, to maintain the State of Alaska mineral claims in good standing and for the maintenance of physical assets. During the quarter ended February 29, 2024 Ambler Metals expended $1.2 million on salaries and wages, professional fees and mineral property expenses in engineering and project support costs compared with the budget of $1.4 million for the quarter.
Ambler Mining District Industrial Access Project (“AMDIAP” or “Ambler Access Project”)
In December 2023, the Board of Ambler Metals approved a 2024 fiscal year budget of $2.5 million for the Ambler Access Project to assist AIDEA with funding costs related to the final Supplemental Environmental Impact Statement (“SEIS”) and completion of cultural resource studies and engineering studies related to bridge crossings along the road route. For the quarter ended February 29, 2024, Ambler Metals expended $0.4 million to AIDEA compared with the budget of $0.6 million for the quarter.
On March 18, 2024 the BLM filed its 11th status report with the Courts stating that they posted the draft SEIS on its ePlanning website on October 13, 2023 and published notice of availability of the draft SEIS in the Federal Register on October 20, 2023. The public comment period ended on December 22, 2023. The BLM conducted several public meetings concerning the draft SEIS, and conducted associated ANILCA Section 810 hearings on subsistence use in communities affected by the project. The BLM had previously reported that it anticipated publishing a final SEIS in the first quarter of calendar year 2024, but now anticipates publishing a final SEIS in the second quarter of calendar year 2024. The BLM continues to anticipate publishing a Record of Decision within the second quarter of calendar year 2024.
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Summary of results
in thousands of US dollars, except per share amounts | |||||||
Three months ended | |||||||
February 29, 2024 | February 28, 2023 | ||||||
Selected expenses |
| $ |
| $ |
| ||
General and administrative | 415 | 408 | |||||
Investor relations | 12 | 30 | |||||
Professional fees | 200 | 570 | |||||
Salaries | 191 | 237 | |||||
Salaries and directors expense – stock-based compensation | 1,999 | 2,362 | |||||
Share of loss on equity investment | 793 | 1,485 | |||||
Comprehensive loss for the period | (3,601) | (5,072) | |||||
Basic and diluted loss per common share | (0.02) | (0.03) | |||||
For the three-month period ended February 29, 2024, we reported a net loss of $3.6 million compared to a net loss of $5.1 million for the three-month period ended February 28, 2023. The decrease in comprehensive loss in the first quarter of 2024 compared to the same quarter in 2023 is due to the decrease in our share of loss of Ambler Metals, and stock-based compensation and salaries. The decrease of our share of losses of Ambler Metals is mainly due to the decrease in corporate wages and in mineral property expenses. The primary drivers in decrease in mineral property expenses over the comparative quarter in the prior year were from the decrease in project support costs and cost in the Ambler Access Project.
Liquidity and capital resources
We expended $0.6 million on operating activities during the three-month period ending February 29, 2024 with the majority of cash spent on professional fees and American and Canadian securities commission fees related to our annual regulatory filings, annual fees paid to the Toronto Stock Exchange and the NYSE American Exchange and corporate salaries.
As at February 29, 2024, we had cash and cash equivalent of $2.0 million and working capital of $1.7 million. Management continues with cash preservation strategies to reduce cash expenditures where feasible, including but not limited to reductions in marketing and investor conferences and office expenses. In addition, the Company’s Board of Directors have agreed to take all of their fees in deferred share units in an effort to preserve cash. The Company’s senior management team is also taking a portion of their base salaries in shares of the Company to preserve cash.
All project related costs are funded by Ambler Metals. Amber Metals is well funded to advance the UKMP with $61.3 million in cash and cash equivalents and $61.1 million in working capital as at February 29, 2024. There are sufficient funds at Ambler Metals to fund this fiscal year’s budget for the UKMP and the Ambler Access Project. Trilogy does not anticipate having to fund the activities of Ambler Metals until the current cash and cash equivalent balance of $61.3 million is expended.
Future cash requirements may vary materially from current expectations. The Company will need to raise additional funds in the future to support its operations and administration expenses. Future sources of liquidity are likely in the form of an equity financing but may include debt financing, convertible debts, exercise of options, or other means. The continued operations of the Company are dependent on its ability to obtain additional financing or to generate future cash flows.
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There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.
Off-balance sheet arrangements
We have no material off-balance sheet arrangements.
Outstanding share data
As at April 3, 2024, we had 160,166,788 common shares issued and outstanding. As at April 3, 2024, we had 14,354,400 stock options outstanding with a weighted-average exercise price of CDN$1.79, 2,812,190 Deferred Share Units (“DSUs”), and 2,293,339 Restricted Share Units (“RSUs”) outstanding. As at April 3, 2024 we hold 5,144 NovaGold Resources Inc. (“NovaGold”) DSUs for which the NovaGold director is entitled to receive one common share of Trilogy for every six NovaGold shares to be received upon their retirement from the NovaGold board. A total of 859 common shares will be issued upon redemption of the NovaGold DSUs. Upon the exercise of all the foregoing convertible securities, the Company would be required to issue an aggregate of 19,460,788 common shares.
New accounting pronouncements
There are no new accounting pronouncements affecting the Company.
Critical accounting estimates
The most critical accounting estimates upon which our financial status depends are those requiring estimates of the recoverability of our equity method investment in Ambler Metals, income taxes and valuation of stock‐based compensation.
Impairment of Investment in Ambler Metals LLC
Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Management considers factors that may be indicative of an impairment include a loss in the value of an investment that is not temporary. Factors consider include but are not limited to, sustained losses by the investment, the absence of the ability to recover the carrying amount of the investment, significant changes in the legal, business or regulatory environment, significant adverse changes impacting the investee and internal reporting indicating the economic performance of an investment is, or will be, worse than expected.
These factors are subjective and require consideration at each period end. If an indicator of impairment is determined to exist, the fair value of the impaired investment is determined based on the valuation of cohort companies with similar projects or upon the present value of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants and observed market earnings multiples of comparable companies.
Income taxes
We must make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits including interest and penalties. We are subject to income tax law in the United States and Canada. The evaluation of tax liabilities involving uncertainties in the application of complex tax regulation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and
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effectively settled issues. The evaluation of an uncertain tax position requires significant judgment, and a change in such recognition would result in an additional charge to the income tax expense and liability.
Stock-based compensation
Compensation expense for options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected forfeiture rate, expected dividend yield and the risk-free interest rate over the expected life of the option. The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option, volatility, and forfeiture rate which can have a significant impact on the valuation model, and resulting expense recorded.
Additional information
Additional information regarding the Company, including our annual report on Form 10-K for the fiscal year ended November 30, 2023, is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com. Information contained on our website is not incorporated by reference.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure controls and procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, including providing reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to permit timely decisions regarding public disclosure. Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of Canadian Securities Administration, as of February 29, 2024. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective.
Internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act and National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim filings. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in internal control over financial reporting
There have been no changes in our internal controls over financial reporting during the fiscal quarter ended February 29, 2024 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We continue to evaluate our internal control over financial reporting on an ongoing basis to identify improvements.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are a party to routine litigation and proceedings that are considered part of the ordinary course of its business. We are not aware of any material current, pending, or threatened litigation.
Item 1A. Risk Factors
Trilogy and its future business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration of its mineral properties. Certain of these risks and uncertainties are under the heading “Risk Factors” under Trilogy’s Form 10-K dated February 9, 2024 (“Form 10-K”) which is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com. There have been no material changes to the risk factors set forth in Trilogy’s Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
These disclosures are not applicable to us.
Item 5. Other Information
Insider trading arrangements
During the quarterly period ended February 29, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement, and/or any non-Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408(a) of Regulation S-K).
Item 6. Exhibits
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32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | |
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |
101 | Interactive Data Files | |
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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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 thereunto duly authorized.
Date: April 3, 2024 | TRILOGY METALS INC. | |
By: | /s/ Tony Giardini | |
Tony Giardini | ||
President and Chief Executive Officer | ||
By: | /s/ Elaine M. Sanders | |
Elaine M. Sanders | ||
Vice President and Chief Financial Officer | ||
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