What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-14 · 99 added, 111 removed, 383 unchanged (35% of the section changed)

17 unchanged sentences

OTHER INFORMATION

During the quarter ended November 30, 2025, none of our directors or Section 16 officers adopted , modified or terminated any Rule 10b5-1 or non Rule 10b5-1 trading arrangement, as defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

69 unchanged sentences

Trilogy Metals Inc.

2012 Restricted Share Unit Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on November 18, 2024)

2012 Restricted Share Unit Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 28, 2025)

Trilogy Metals Inc.

2012 Deferred Share Unit Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on November 18, 2024)

2012 Deferred Share Unit Plan (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 28, 2025)

Form of Trilogy Metals Inc.

6 unchanged sentences

2024 Non-Employee Directors Fixed Deferred Share Unit Plan (incorporate by reference to the Company’s Registration Statement on Form S-8 filed on May 23, 2024)

Binding term sheet with United States Department of War, dated October 6, 2025

Registrant’s Insider Trading Policy effective December 19, 2019

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Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the board (acting in a role equivalent to an audit committee) and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Mineral properties impairment analysis

As described in Notes 2 and 5 to the financial statements, the carrying amount of the Company’s mineral properties was $30.9 million as of November 30, 2024.

The Company’s members assess the possibility of impairment in the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable.

During the year ended November 30, 2024, the Company’s members identified indicators of impairment due to adverse changes in the regulatory environment impacting the mineral properties, and therefore tested the carrying value of the mineral properties for impairment.

The Company’s members estimated a range of recoverable amounts for the mineral properties using various techniques that took into account, among other things,

mineral reserve and resource estimates.

The Company’s members apply significant judgment in estimating the recoverable amount of the mineral properties.

The mineral reserve and resource estimates used by the Company’s members in estimating the recoverable amount of the mineral properties are based on information prepared by qualified persons (management’s specialists).

No impairment was recorded as a result of the impairment test.

The principal considerations for our determination that performing procedures relating to the mineral properties impairment analysis is a critical audit matter are:

(i) the significant judgment by the Company’s members, including the use of management’s specialists, in determining the recoverable amount of the mineral properties, which in turn led to (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the recoverable amount of the mineral properties, including assessing the reasonability of the mineral reserve and resource estimates developed by management, developing an independent in situ value per pound of copper equivalent for the mineral properties, and project-specific characteristics;

and (iii) the audit effort also involved the use of professionals with specialized skill and knowledge.

Impairment indicator assessment of mineral properties

As described in Notes 2 and 5 to the financial statements, management assesses the possibility of impairment in the carrying value of long-lived assets, including mineral properties, whenever events or changes in circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable (impairment indicators).

The carrying value

of the Company’s mineral properties was $30.9 million as of November 30, 2025.

Management applies judgment to assess impairment indicators that could give rise to the requirement to conduct an impairment test.

Events and changes in circumstances that could trigger an impairment test include, but are not limited to, significant adverse changes in the business climate including significant decreases to copper, zinc and other metal prices or significant adverse changes in legal factors, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the mineral properties, and significant decreases in the market prices for mineral properties.

The principal considerations for our determination that performing procedures relating to the impairment indicator assessment of mineral properties is a critical audit matter are that there was judgment by management when assessing whether there were impairment indicators related to the Company’s mineral properties, specifically in regards to assessing whether there were:

(i) significant adverse changes in the business climate including significant decreases to copper, zinc and other metal prices, or (ii) significant adverse changes in legal factors.

This in turn led to a high degree of auditor judgment and subjectivity in performing procedures to evaluate audit evidence relating to the judgment made by management in their assessment of these impairment indicators that could give rise to the requirement to conduct an impairment test.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others (i) developing independent point estimates of the recoverable amount of the mineral properties based on an estimated in situ value per pound of copper equivalent, and (ii) comparing the independent point estimates to management’s estimates to evaluate the reasonableness of management’s estimates.

Professionals with specialized skill and knowledge were used to assist in the determination of the in situ value per pound of copper equivalent based on comparable market transactions taking into account project-specific characteristics and the assessment of the reasonability of the recoverable amount of the mineral properties.

For project-specific characteristics, we evaluated evidence of actions taken and statements made by legislators in support of mineral resource development in the jurisdiction of the underlying mineral property assets.

The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the mineral reserve and resource estimates.

As a basis for using this work, the specialists’ qualifications were understood and the Company’s relationship with the specialists was assessed.

The procedures performed also included evaluating the methods and assumptions used by the specialists, testing the data used by the specialists, and evaluating the specialists’ findings.

These procedures included, among others, (i) evaluating whether there were significant adverse changes in the business climate including significant decreases to copper, zinc and other metal prices by considering external market and industry data and (ii) evaluating whether there were significant adverse changes in legal factors with respect to title matters by obtaining on a sample basis evidence to support the rights to the mineral properties, or other factors that may indicate that the carrying values of the mineral properties may not be recoverable, through consideration of evidence obtained in other areas of the audit.

/s/PricewaterhouseCoopers LLP

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Deposits and prepaid

Accounts receivables and other assets

Total current assets

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in thousands of US dollars

November 30, 2025

November 30, 2024

November 30, 2023

Corporate salaries and wages

Foreign exchange (gain)/loss

General and administrative

1 unchanged sentence

Professional fees

Foreign exchange (gain)/loss

Members contribution of U.S.

government support costs (note 1)

Total expenses

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South32 owner distribution

Total members' equity

Total members'

Balance - November 30, 2022

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Owner contributions

Owner distributions

Loss for the year

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Owner contributions

Owner distributions

Loss for the year

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Lease payments

Equity contribution by Trilogy

Members contribution of U.S.

government support costs

Bonus settled by partner's shares

Change in working capital

Decrease (increase) in deposits and prepaids

Increase (decrease) in deposits and prepaids

Decrease (increase) in accounts receivable and other assets

Decrease in accounts payable and accrued liabilities

Interest earned on South32 loan

Interest received on South32 loan

Increase (decrease) in accounts payable and accrued liabilities

Cash used in operating activities

Cash flows from (used in) financing activities

Cash contribution by South32

Cash contributions by South32

Cash contribution by Trilogy

Cash distribution to South32

Cash distribution to Trilogy

Cash (used in) from financing activities

Cash from financing activities

Cash flows from (used in) investing activities

Principle payment on South32 loan

Property Staking

Machinery and equipment

Furniture and equipment

Cash from investing activities

(Decrease) Increase in cash

Cash - beginning of the year

Cash - end of the year

Decrease in cash

Cash - beginning of year

Cash - end of year

(See accompanying notes to the financial statements)

3 unchanged sentences

dollars, unless otherwise noted

Organization & basis of presentation

Organization, basis of presentation and economic dependence

Ambler Metals LLC (the “Company” or “Joint Venture”), a Delaware limited liability company, is a 50-50 joint venture between NovaCopper US Inc., a wholly owned subsidiary of Trilogy Metals Inc.

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The operations and governance of the Joint Venture are provided for in the Company’s Limited Liability Company Agreement dated February 11, 2020 (the “LLC Agreement”).

The mining rights, deposits and property, plant and equipment contributed to the Company from Trilogy are recognized at Trilogy’s historical carrying value on the date of contribution.

The contributions, including noncash contributions, made to the Company by each respective member on February 11, 2020 were as follows:

Respective contributions to the Joint Venture

in thousands of US dollars

Intangible assets:

Mining rights

Trilogy contributed intangible assets

Tangible assets:

Property, plant and equipment

Trilogy contributed tangible assets

South32 contributed cash

Total capital contributed at inception

As a result of these transactions, Trilogy and South32 each have equal interests in the Company and have equal representation on the Board of the Company.

Following the formation of the Joint Venture, on March 17, 2020 the Company loaned South32 $57.5 million secured by South32’s membership interest in Ambler Metals and guaranteed by South32 International Investment Holdings Pty Ltd., a wholly owned subsidiary of South32.

The loan had a 7-year maturity date and was recorded at amortized cost.

The loan repayment terms were such that quarterly payments became due from South32 on a quarterly basis beginning in 2Q 2021 based on forecasted expenditures.

On June 21, 2022, South32 paid the full balance of the loan.

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

The Company currently depends on Trilogy and South32 for all of its funding and has received commitments from both owners that they will fund the Company for the next twelve months from the date of the financial statements.

The financial statements have been prepared by management in conformity with generally accepted accounting principles in the United States (“U.S.

1 unchanged sentence

These financial statements have been prepared pursuant to Rule 3-09 of SEC Regulation S-X for inclusion in Trilogy’s 10-K, as the Company is an equity investee of Trilogy.

On October 6, 2025, Trilogy, South32 and the Company entered into a binding letter of intent with the U.S.

Department of War for a conditional investment of approximately $35.6 million of which the proceeds are intended to be injected into Ambler Metals to be spent on exploration and project development.

The binding agreement expires March 31, 2026 if the conditions to complete have not been met at that date.

The members have contributed total costs of $16.3 million to the Company as an owners’ contribution.

These costs represent the cost of the binding letter of intent which provides for a proposed cooperation agreement among the parties related to the advancement of the UKMP.

These amounts are non-cash costs and have been recorded in the financial statements of the Company pursuant to push-down accounting requirements of U.S.

GAAP and related SEC guidance.

Summary of significant accounting policies

1 unchanged sentence

Plant and equipment are recorded at cost and depreciation begins when the asset is put into service.

Depreciation is calculated on a straight-line basis over the respective assets’ estimated useful lives.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective assets.

Depreciation periods by asset class are:

3 unchanged sentences

Leasehold improvements

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

Mineral properties and development costs

4 unchanged sentences

Impairment of long-lived assets

Management assesses the possibility of impairment in the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable.

Management applies judgment to assess impairment indicators that could give rise to the requirement to conduct a formal impairment test.

Events and circumstances that could trigger an impairment test include, but are not limited to, significant adverse changes in the business climate including significant decreases to copper, zinc and other metal prices or significant adverse changes in legal factors, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the long-lived asset, and significant decreases in the market prices for long-lived assets.

Management assesses the possibility of impairment in the carrying value of long-lived assets, including mineral properties, whenever events or changes in circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable (impairment indicators).

Management applies judgment to assess impairment indicators that could give rise to the requirement to conduct an impairment test.

Management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other mineral resources, and operating, capital and reclamation costs.

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It is possible that material changes could occur that may adversely affect management’s estimates.

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

We determine if a contractual arrangement represents or contains a lease at inception.

Operating leases are included in right of use assets and lease liabilities on our balance sheet.

Assets under finance leases are included in property, plant and equipment and the related lease liabilities in lease liabilities on our balance sheet.

Assets under finance leases are included in property, plant and equipment and lease liabilities on our balance sheet.

Operating and finance lease right of use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date.

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Net income for financial statement purposes may differ significantly from taxable income for the owners as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the shareholders agreement.

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

Financial instruments

Loans and receivables are recorded initially at fair value, net of transaction costs incurred, and subsequently at amortized cost using the effective interest rate method.

Loans and receivables consist of cash, deposits, and loans receivable.

Loans and receivables consist of cash and deposits.

Estimated future credit losses are based on historical credit loss experience and forward-looking considerations.

1 unchanged sentence

Other financial liabilities include accounts payable and accrued liabilities.

The carrying amounts of the Company’s financial assets and financial liabilities approximate their fair values due to their short-term nature and maturities.

The Company did not have any assets or liabilities measured at fair value on a recurring basis as at November 30, 2025 and 2024.

Translation of foreign currencies

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The functional currency of the Company and the Company’s reporting currency is the United States dollar.

As at November 30, 2024, the Company did not hold currency denominated in Canadian dollars (2023 - $0.3 million) and held $7.5 million (2023 - $63.6 million) denominated in United States dollars.

As at November 30, 2025, the Company held $3.5 million (2024 - $7.5 million) denominated in United States dollars.

The Company holds cash with a single US financial institution and the majority of the cash is uninsured.

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

Property, plant and equipment

1 unchanged sentence

in thousands of US dollars

Machinery and equipment

and equipment

Computer hardware and software

Furniture and Equipment

and Equipment

Cost at November 30, 2023

4 unchanged sentences

Net book value at November 30, 2025

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

Mineral properties

2 unchanged sentences

November 30, 2025

Bornite lands

On October 19, 2011, Trilogy acquired (subsequently contributed to the Company pursuant to the Contribution Agreement) the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc.

(“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska.

Upon a decision to proceed with construction of a mine on the Ambler or Bornite lands, NANA will maintain the right to purchase between a 16%-25% ownership interest in the mine or retain a 15% net proceeds royalty which is payable after Ambler has recovered certain historical costs, including capital and cost of capital.

Should NANA elect to purchase an ownership interest, consideration will be payable equal to all historical costs incurred on the properties at the elected percentage, not to be less than zero.

Upon a decision to proceed with construction of a mine on the Ambler or Bornite lands, NANA will maintain the right to purchase between a 16%-25% ownership interest in the mine or retain a 15% net proceeds royalty which is payable after Ambler Metals has recovered certain historical costs, including capital and cost of capital.

Should NANA elect to purchase an ownership interest, consideration will be payable equal to the percentage interest in the project multiplied by the difference between (i) all costs incurred by Ambler Metals or its affiliates on the project, including historical costs incurred prior to the date of the NANA Agreement together with interest on the costs;

and (ii) $40 million (subject to exceptions).

The amount will be payable by NANA to Ambler Metals in cash at the time the parties enter into a joint venture agreement and in no event will the amount be less than zero.

The parties would form a joint venture and be responsible for all future costs, including capital costs of the mine based on their pro-rata share.

NANA would also be granted a net smelter return royalty of between 1% and 2.5% upon the execution of a mining lease or a surface use agreement, the amount of which is determined by the classification of land from which production originates.

On February 11, 2020, the Ambler lands in Northwest Alaska, which contains the copper-zinc-lead-gold-silver Arctic Project and other mineralized targets within the volcanogenic massive sulfide belt, were contributed to Ambler Metals

The Ambler lands are subject to a 1% net smelter return (“NSR”) royalty that can be purchased at any time for a one-time payment of $10 million.

On February 11, 2020, the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc.

(“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska, were contributed to Ambler Metals LLC pursuant to the Contribution Agreement.

Ambler Metals LLC

2 unchanged sentences

dollars, unless otherwise noted

LLC pursuant to the Contribution Agreement.

The Ambler lands are subject to a 1% net smelter return (“NSR”) royalty that can be purchased at any time for a one-time payment of $10 million.

There were no mineral property additions during the period ended November 30, 2024.

On February 11, 2020, the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc.

(“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska, were contributed to Ambler Metals LLC pursuant to the Contribution Agreement.

c) Mineral properties expense

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Mineral property expense

d) Impairment testing

During the year the Company’s members identified an impairment indicator as result of the United States Bureau of Land Management (“BLM”) preferred "No Action" alternative published in the BLM's Final Supplemental Environmental Impact Statement (“SEIS”) for the Ambler Access Project and the BLM's Record of Decision confirming the no action alternative.

Accordingly, the Company’s members performed impairment tests estimating the recoverable amount of the mineral properties using various techniques.

No impairment was identified.

Accounts payable and accrued liabilities

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Accounts payable and accrued liabilities

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

(a) Right of use assets

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Right of use asset

In December 2020, the Company commenced a lease for their headquarters office in Anchorage, Alaska and recognized the right of use asset approximately $816 thousand.

In August 2021, the Company commenced a new lease for a warehouse in Fairbanks, Alaska and recognized the right of use asset of approximately $231 thousand.

In December 2020, the Company commenced a lease for their headquarters office in Anchorage, Alaska and recognized the right of use asset approximately $816,000.

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

(b) Lease liabilities

The headquarters and warehouse leases are operating leases ending in 2025 and 2024, respectively.

There is an option to renew both lease agreements.

The warehouse lease was not renewed and allowed to expire on July 31, 2024.

Lease expense for the headquarters is recorded within general and administrative expense and for the warehouse is recorded within mineral property expense and was comprised of the following components:

The previous headquarters lease is an operating lease ending on December 31, 2025 and was not renewed.

On August 27, 2025, the Company entered into a four-year lease for office space commencing on January 1, 2026.

The lease payment is $8,928 per month and escalates at approximately 3% each year.

The lease has no extension option and expires on December 31, 2029.

Lease expense for the headquarters is recorded within general and administrative expense and is comprised of the following components:

in thousands of US dollars

5 unchanged sentences

Variable lease costs consist primarily of the Company’s portion of common area maintenance fees including taxes.

As of November 30, 2024, the remaining lease term was 13 months for the headquarters office.

Supplemental cash and non-cash information relating to our leases during the period ended November 30, 2024, are as follows:

● Cash paid for amounts included in the measurement of lease liabilities was approximately $246 thousand.

● Non-cash amounts included in the measurement of lease liabilities was $nil.

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

As of November 30, 2025, the remaining lease term was one month for the headquarters office.

Supplemental cash and non-cash information relating to our leases during the year ended November 30, 2025, are as follows:

● Cash paid for amounts included in the measurement of lease liabilities was approximately $191,000.

● There were no non-cash amounts included in the measurement of lease liabilities.

Future minimum payments relating to the lease recognized in our balance sheet as of November 30, 2025 are as follows:

5 unchanged sentences

Related party transactions

During the year ended November 30, 2024, pursuant to a service agreement with Trilogy, the Company paid $63 thousand (2023 - $Nil) related to administration and accounting services and $68 thousand (2023 - $27 thousand) related to operating expenses paid on behalf of the Company.

During the year ended November 30, 2025, pursuant to a service agreement with Trilogy, the Company paid $212,902 (2024 - $131,000) related to administration services, accounting services and reimbursement of expenses.

As at November 30, 2025, $15,300 remains outstanding and is recorded as a payable to Trilogy.

Commitments and contingencies

The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 7.

Ambler Metals LLC

Notes to Financial Statements

expressed in U.S.

dollars, unless otherwise noted

Members’ equity

3 unchanged sentences

The units are voting and subject to transfer restrictions as defined in the LLC Agreement.

As of November 30, 2024 and 2023, the Company had 2 million units, with each of South32 and Trilogy owning 1 million units each, in exchange for the contributions made to the Company at inception.

As at November 30, 2025 and 2024, the Company had 2 million units outstanding, with each of South32 and Trilogy owning 1 million units each, in exchange for the contributions made to the Company at inception.

As described in the LLC Agreement, under certain circumstances a member shall have the right to transfer to any third party all or any part of its Membership Interest or any economic interest, (including its right to receive distributions of cash or property from the Company).

35 unchanged sentences

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-K

Item 9A. Controls and Procedures