What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-01 compared with 2025-07-10 · 124 added, 71 removed, 266 unchanged (42% of the section changed)

3 unchanged sentences

in thousands of US dollars

August 31, 2025

November 30, 2024

25 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

3 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

Exploration expenses

Foreign exchange (gain) loss

4 unchanged sentences

Total expenses

Interest and other income

Services agreement income

Interest income and other income

Net services agreement income

Share of loss on equity investment (note 3(b))

6 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

16 unchanged sentences

Balance – May 31, 2024

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – August 31, 2024

Balance – November 30, 2024

11 unchanged sentences

Balance – May 31, 2025

Exercise of options

Stock-based compensation

Loss for the period

Balance – August 31, 2025

(See accompanying notes to the condensed interim consolidated financial statements)

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

1 unchanged sentence

in thousands of US dollars

For the six months ended

For the nine months ended

August 31, 2025

August 31, 2024

Cash flows used in operating activities

23 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

3 unchanged sentences

(“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 is engaged in the exploration and development of mineral properties, through its equity investee Ambler Metals LLC (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.

8 unchanged sentences

References to CDN$ refer to amounts in Canadian dollars.

These condensed interim consolidated financial statements include all adjustments necessary for the fair statement of the Company’s financial position as of May 31, 2025 and our results of operations and cash flows for the six-month periods ended May 31, 2025 and May 31, 2024.

The results of operations for the six-month period ended May 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2025.

These condensed interim consolidated financial statements include all adjustments necessary for the fair statement of the Company’s financial position as of August 31, 2025 and our results of operations and cash flows for the nine-month periods ended August 31, 2025 and August 31, 2024.

The results of operations for the nine-month period ended August 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2025.

As these condensed interim consolidated financial statements do not contain all of the disclosures required by U.S.

1 unchanged sentence

Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 14, 2025.

These condensed interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on July 9, 2025.

These condensed interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on September 30, 2025.

Use of estimates and measurement uncertainties

10 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

11 unchanged sentences

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

Improvements to Income Tax Disclosures”.

ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted.

7 unchanged sentences

We determined that Ambler Metals is a VIE because it is expected to need additional funding from its owners for its significant activities.

However, we concluded that we are not the primary beneficiary of Ambler Metals as the power to direct its activities, through its board, is shared under the Ambler Metals LLC limited liability company agreement.

However, we concluded that we are not the primary beneficiary of Ambler Metals as the power to direct its activities, through its board, is shared under the Ambler Metals limited liability company agreement.

As we have significant influence over Ambler Metals through our representation on its board, we use the equity method of accounting for our investment in Ambler Metals.

Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of May 31, 2025, totaled $ 106.2 million (2024 - $ 121.2 million).

Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of August 31, 2025, totaled $ 105.3 million (2024 - $ 108.1 million).

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

1 unchanged sentence

Carrying value of equity method investment

Trilogy recognized, based on its 50 % ownership interest in Ambler Metals, an equity loss equivalent to its pro rata share of Ambler Metals’ comprehensive loss of $ 0.8 million for the three-month period ending May 31, 2025 (2024 - $ 0.6 million) and $ 1.3 million for the six-month period ending May 31, 2025 (2024 - $ 1.4 million).

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at May 31, 2025 is summarized on the following table.

Trilogy recognized, based on its 50 % ownership interest in Ambler Metals, an equity loss of $ 2.2 million equivalent to its pro rata share of Ambler Metals’ comprehensive loss of $ 4.4 million for the nine-month period ending August 31, 2025.

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at August 31, 2025 is summarized in the following table.

in thousands of dollars

November 30, 2024, Investment in Ambler Metals

Share of loss on equity investment for the six-month period ending May 31, 2025

May 31, 2025, Investment in Ambler Metals

During the six-month period ended May 31, 2025, the Company charged $ 13,000 (2024 - $ 25,000 ) related to administrative and accounting services in connection with a service agreement between the Company and Ambler Metals.

In addition, the Company received payments of $ 92,200 (2024 - $ 52,000 ) related to operating expenses paid on behalf of Ambler Metals pursuant to the service agreement.

Share of loss on equity investment for the nine-month period ending August 31, 2025

August 31, 2025, Investment in Ambler Metals

in thousands of dollars

August 31, 2025

Cash and cash equivalents

Mineral properties

Accounts payable and accrued liabilities

Other liabilities

Total liabilities

Members' equity (total assets less total liabilities)

Ambler Metals’ cash and cash equivalents are held at one bank.

The majority of the cash and cash equivalents is uninsured as at August 31, 2025.

(d) The following table summarizes Ambler Metals’ loss for the nine-month period ended August 31, 2025.

in thousands of dollars

For the nine months ended

August 31, 2025

Corporate salaries and wages

General and administrative

Mineral property expense - exclude Ambler Access Project

Professional fees

Ambler Access Project

Foreign exchange (gain)/loss

Interest and other income

Comprehensive loss

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(e) Related party transactions

During the nine-month period ended August 31, 2025, the Company charged $ 102,250 (2024 - $ 47,000 ) to Ambler Metals related to administrative and accounting services in connection with a service agreement between the Company and Ambler Metals.

In addition, the Company received payments of $ 58,080 (2024 - $ 64,000 ) related to expenses paid on behalf of Ambler Metals.

4) Accounts payable and accrued liabilities

in thousands of dollars

August 31, 2025

November 30, 2024

7 unchanged sentences

Net amortization

Balance as at May 31, 2025

Balance as at August 31, 2025

(b) Lease liabilities

3 unchanged sentences

The current monthly lease payment is approximately CDN $ 9,500 consisting of both base rent and variable operating costs.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Total lease expense recorded within general and administrative expenses was comprised of the following components:

in thousands of dollars

Six months ended

Nine months ended

August 31, 2025

August 31, 2024

Operating lease costs

2 unchanged sentences

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.

For the six-month period ended May 31, 2025, variable lease costs have been reduced by a refund received for adjusted operating costs.

As at May 31, 2025, the weighted-average remaining lease payment term is 2.9 years and the weighted-average discount rate is 9 % .

For the nine-month period ended August 31, 2025, variable lease costs have been reduced by a refund received for adjusted operating costs.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

As at August 31, 2025, the weighted-average remaining lease term is 2.6 years and the weighted-average discount rate is 9 % .

Significant judgment was used in the determination of the incremental borrowing rate which included estimating the Company’s credit rating.

Supplemental cash flow information relating to our leases during the six-month period ending May 31, 2025 is as follows:

● Cash paid for base rent included in the measurement of lease liabilities was $ 23,597

Future minimum payments relating to the lease recognized in our balance sheet as of May 31, 2025 are as follows:

Supplemental cash flow information relating to our leases during the nine-month period ending August 31, 2025 is as follows:

● Cash paid for base rent included in the measurement of lease liabilities was approximately $ 36,000

Future minimum payments relating to the lease recognized in our balance sheet as of August 31, 2025 are as follows:

in thousands of dollars

August 31, 2025

Total undiscounted lease payments

3 unchanged sentences

Long-term portion of lease liability

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

6) Share capital

2 unchanged sentences

Number of shares

Ascribed value

November 30, 2024

2 unchanged sentences

Services settled by common shares

May 31, 2025, issued and outstanding

The Company filed a final short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the “Canadian Base Shelf Prospectus”), and a corresponding shelf registration statement on Form S-3 (the “Registration Statement” together with the Canadian Base Shelf Prospectus, the “Base Shelf Prospectus”) with the United States Securities and Exchange Commission (“SEC”) allowing for the future issuance, from time to time, of up to US$ 50 million in common shares of the Company (the “Common Shares”), warrants to purchase Common Shares, share purchase contracts of the Company, subscription receipts and units comprised of some or all of the foregoing securities (collectively, the “Securities”).

Any amounts, prices and terms will be determined based on market conditions at the time of an offering and will be set out in an accompanying prospectus supplement.

August 31, 2025, issued and outstanding

The Company filed a final short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the “Canadian Base Shelf Prospectus”), and a corresponding shelf registration statement on Form S-3 (the “Registration Statement”, and together with the Canadian Base Shelf Prospectus, the “Base Shelf Prospectus”) with the United States Securities and Exchange Commission (“SEC”) allowing for the future issuance, from time to time, of up to $ 50 million in common shares of the Company (the “Common Shares”), warrants to purchase Common Shares, share purchase contracts of the Company, subscription receipts and units comprised of some or all of the foregoing securities (collectively, the “Securities”).

Any amounts, prices and terms will be determined based on market conditions

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

at the time of an offering and will be set out in an accompanying prospectus supplement.

The final Base Shelf Prospectus became effective on April 14, 2025.

2 unchanged sentences

and Cantor Fitzgerald & Co.

Agents” together with the Canadian Agents, the “Agents”) for an at-the-market equity program (“ATM Program”) to distribute up to US$ 25 million of Common Shares of the Company.

As of May 31, 2025, the Company has not utilized the ATM Program.

Agents”, and together with the Canadian Agents, the “Agents”) for an at-the-market equity program (“ATM Program”) to distribute up to $ 25 million of Common Shares of the Company.

As of August 31, 2025, the Company has not utilized the ATM Program.

Stock options

1 unchanged sentence

The fair value attributable to each of these option grants was $ 0.59 (2024 - $ 0.20 ).

No grants were made during the respective three-month period ended May 31, 2025 and 2024.

For the six-month period ended May 31, 2025, Trilogy recognized a stock-based compensation charge of $ 0.9 million (2024 - $ 0.4 million) for stock options granted to directors, employees and service providers, net of estimated forfeitures.

No grants were made during the fiscal quarter ended May 31, 2025 and August 31, 2025.

For the nine-month period ended August 31, 2025, Trilogy recognized a stock-based compensation charge of $ 1.0 million (2024 - $ 0.5 million) for stock options granted to directors, employees and service providers, net of estimated forfeitures.

The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Assumptions used in the pricing model for options granted in the six-month period ended May 31, 2025 are as provided below.

Assumptions used in the pricing model for stock options granted in the nine-month period ended August 31, 2025 are as provided below.

August 31, 2025

Risk-free interest rates

3 unchanged sentences

Expected dividends

As at May 31, 2025, there were 1,925,004 non-vested stock options outstanding with a weighted average exercise price of CDN$ 1.12 .

As at August 31, 2025, there were 1,925,004 non-vested stock options outstanding with a weighted average exercise price of CDN$ 1.12 .

The unvested stock option expense not yet recognized was $ 0.3 million.

This expense is expected to be recognized over the next nineteen months.

A summary of the Company’s stock options outstanding and changes during the six-month period ended May 31, 2025 is as follows:

This expense is expected to be recognized over the next sixteen months.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

A summary of the Company’s stock options outstanding and changes during the nine-month period ended August 31, 2025 is as follows:

August 31, 2025

Weighted average

4 unchanged sentences

Balance – end of the period

During the six-month period ended May 31, 2025, the Company issued 350,000 common shares (2024 – nil ) of the Company on the exercise of stock options with a weighted average price of CDN$ 0.82 per share.

During the nine-month period ended August 31, 2025, the Company issued 400,000 common shares (2024 – nil ) of the Company on the exercise of stock options with a weighted average price of CDN$ 0.79 per share.

The Company also reclassified $ 0.1 million from reserves to share capital on exercise of these stock options.

The following table summarizes information about the stock options outstanding at May 31, 2025.

The following table summarizes information about the stock options outstanding at August 31, 2025.

average years

5 unchanged sentences

$ 2.01 to $ 3.00

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at May 31, 2025 was $ 4.0 million (2024 - $ Nil ) and the aggregate intrinsic value of exercised stock options for the six-month period ending May 31, 2025 was $ 0.3 million (2024 - $ Nil ).

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at August 31, 2025 was $ 6.1 million (2024 - $ Nil ) and the aggregate intrinsic value of exercised stock options for the nine-month period ending August 31, 2025 was $ 0.3 million (2024 - $ Nil ).

Restricted Share Units and Deferred Share Units

2 unchanged sentences

All units are accounted for as equity-settled awards.

A summary of the Company’s unit plans and changes during the six-month period ending May 31, 2025 is as follows:

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

A summary of the Company’s unit plans and changes during the nine-month period ending August 31, 2025 is as follows:

Number of RSUs

5 unchanged sentences

Balance – end of the period

For the six-month period ending May 31, 2025, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 1.4 million (2024 - $ 1.6 million), net of estimated forfeitures.

For the nine-month period ending August 31, 2025, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 2.0 million (2024 - $ 2.5 million), net of estimated forfeitures.

7) Fair value accounting

7 unchanged sentences

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.

The majority of the Company’s cash and cash equivalents is held with a single Canadian Financial Institution and is uninsured as at May 31, 2025.

The majority of the Company’s cash and cash equivalents is held with a single Canadian Financial Institution and is uninsured as at August 31, 2025.

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accrued expenses and accounts payable approximate fair value due to the short-term nature of these instruments.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

4 unchanged sentences

in thousands of dollars

Six months ended

Nine months ended

August 31, 2025

August 31, 2024

Interest received

10) Subsequent events

On June 2, 2025, pursuant to previous elections, the Board of Directors were granted 67,073 DSUs in settlement of approximately $ 82,000 of director fees.

On September 2, 2025, pursuant to previous elections, the Board of Directors were granted 49,343 DSUs in settlement of approximately $ 82,000 of director fees.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements