Item 9A. Controls and Procedures
Item 9A. 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) and15d-15(e) of the Exchange Act and the rules of Canadian Securities Administrators, as at November 30, 2025. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at November 30, 2025.
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. Management has used the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management has concluded that as at November 30, 2025, the Company’s internal control over financial reporting was effective.
Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of the company’s registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to law, rules and regulations that permit us to provide only management’s report in this Annual Report.
Changes in Internal Controls
There has been no change in our internal control over financial reporting during fiscal year ended November 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. 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.
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Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information in our 2026 Proxy Statement regarding directors and executive officers and Section 16 reporting information appearing under the headings “Election of Directors” and “Information Concerning the Board of Directors and Executive Officers” is incorporated by reference in this section. The information under the heading “Executive Officers of Trilogy” in Part I, Item 1 of this Form 10-K is also incorporated by reference in this section. The information in our 2026 Proxy Statement regarding our Code of Business Conduct and Ethics under the subheading “Ethical Business Conduct” under “Statement of Corporate Governance Practices” is also incorporated by reference in this section. Finally, the information in our 2026 Proxy Statement regarding the Audit Committee under the heading “Statement of Corporate Governance Practices” is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information appearing in our 2026 Proxy Statement under the headings “Compensation Committee Interlocks and Insider Participation”, “Statement of Executive Compensation”, and “Director Compensation” is incorporated by reference in this section.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information appearing in our 2026 Proxy Statement under the heading “Securities Authorized For Issuance Under Equity Compensation Plans” (which is also contained in this report in Part II, Item 5) and the information under the heading “Security Ownership Of Certain Beneficial Owners And Management And Related Shareholder Matters” is incorporated herein by reference.
Securities Authorized for Issuance under Equity Compensation Plans
The following table is as of November 30, 2025.
Plan category
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights
Weighted-average exercise price of
outstanding options, warrants and
rights
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
13,792,227
$
0.79
13,068,254
Equity compensation plans not approved by security holders
—
—
—
Total
13,792,227
$
0.79
13,068,254
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information appearing in our 2026 Proxy Statement under the heading “Independence of Directors” under the heading “Information Concerning the Board of Directors and Executive Officers” and under the heading “Statement of Corporate Governance Practices” is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information appearing in our 2026 Proxy Statement regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit Committee Pre-Approval Policies under the subheading “Appointment of Auditors” is incorporated herein by reference.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents Filed With This Report
1. FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 271 )
112
Consolidated Balance Sheets
114
Consolidated Statements of Loss and Comprehensive Loss
115
Consolidated Statements of Shareholders ’ Equity
116
Consolidated Statements of Cash Flows
117
Notes to Consolidated Financial Statements
118
2. FINANCIAL STATEMENT SCHEDULES
None.
3. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
Employment Agreement between the Registrant and Tony Giardini, dated April 20, 2020, identified in exhibit list below.
Employment Agreement between the Registrant and Elaine Sanders, dated November 5, 2012, identified in exhibit list below.
NovaCopper Inc. Equity Incentive Plan identified in exhibit list below.
Form of NovaCopper Inc. Stock Option Agreement identified in exhibit list below.
NovaCopper Inc. 2012 Restricted Share Unit Plan identified in exhibit list below.
Form of NovaCopper Inc. 2012 Restricted Share Unit Award Agreement identified in exhibit list below.
NovaCopper Inc. 2012 Deferred Share Unit Plan identified in exhibit list below.
Form of NovaCopper Inc. Deferred Share Unit Award Agreement identified in exhibit list below.
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(b) Exhibits
Exhibit
No.
Description
2.1
Contribution Agreement, dated February 11, 2020, between NovaCopper US Inc., Trilogy Metals Inc. and Ambler Metals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 18, 2020)
3.1
Certificate of Incorporation (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form 40-F filed on March 1, 2012)
3.2
Articles of Trilogy Metals Inc., effective April 27, 2011, as altered March 20, 2011 (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Company ’ s Registration Statement on Form 40-F filed on April 19, 2012)
3.3
Notice of Articles and Certificate of Name Change, dated September 1, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 8, 2016)
4.1
Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 13, 2020)
10.1
Net Smelter Returns Royalty Agreement, dated effective January 7, 2010, among Kennecott Exploration Company, Kennecott Arctic Company, Alaska Gold Company, and NovaGold Resources Inc. (incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K filed on April 25, 2012)
10.2
Exploration Agreement and Option to Lease, dated October 19, 2011, between NovaCopper US Inc. and NANA Regional Corporation, Inc. (incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K filed on April 25, 2012)
10.3
Option Agreement to Form Joint Venture, dated April 10, 2017, among the Company, NovaCopper US Inc. and South32 Group Operations Pty Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on April 20, 2017)
10.4
Amended and Restated Limited Liability Company Agreement of Ambler Metals LLC dated February 11, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2020)
10.5
Trilogy Metals Inc. 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)
10.6
Trilogy Metals Inc. 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)
10.7
Form of Trilogy Metals Inc. Equity Incentive Plan Agreement
10.8
Trilogy Metals Inc. Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed on November 18, 2024)
10.9
Employment Agreement, dated April 20, 2020, between the Company and Tony Giardini (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2020)
10.10
Employment Agreement, dated November 5, 2012, between the Company and Elaine Sanders (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10-K filed on February 12, 2013)
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10.11
Equity Incentive Plan for Ambler Metals LLC Officers and Employees (incorporated by reference to the Revised Appendix D to the Company’s proxy statement filed April 30, 2021)
10.12
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)
10.13
Binding term sheet with United States Department of War, dated October 6, 2025
19.1
Registrant’s Insider Trading Policy effective December 19, 2019
21.1
Subsidiaries of the Registrant
23.1
Consents of PricewaterhouseCoopers LLP
23.2
Consent of Richard Gosse
23.3
Consent of Wood Canada Limited
23.4
Consent of Ausenco Engineering Canada ULC.
23.5
Consent of SRK Consulting (Canada) Inc.
23.6
Consent of Brown and Caldwell
23.7
Consent of Core Geoscience LLC.
23.8
Consent of International Metallurgical & Environmental
31.1
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
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
96.1
Arctic Project S-K 1300 Technical Report Summary, Ambler Mining District, Alaska (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 14, 2023)
96.2
S-K 1300 Technical Report Summary on the Initial Assessment of the Bornite Project, Northwest Alaska, USA” dated November 30, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 13, 2025)
97.1
Incentive Compensation Recovery Policy
101
The following materials from Trilogy Metals Inc.’s Annual Report on Form 10-K for the year ended November 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements, and (vii) Schedule II – Valuation and Qualifying Accounts.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(c) Financial Statement Schedules
Schedule A – The Financial Statement of Ambler Metals LLC as of November 30, 2025
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Schedule A
Report of Independent Registered Public Accounting Firm
To the Board of Ambler Metals LLC
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Ambler Metals LLC (the Company) as of November 30, 2025 and 2024, and the related statements of loss and comprehensive loss, of changes in members' equity and of cash flows for each of the three years in the period ended November 30, 2025, including the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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 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.
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
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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) 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
Chartered Professional Accountants
Vancouver, Canada
February 16, 2026
We have served as the Company's auditor since 2020.
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Ambler Metals LLC
Balance Sheet
As at November 30, 2025 and 2024
in thousands of US dollars
November 30, 2025
$
November 30, 2024
$
Assets
Current assets
Cash (note 3)
3,507
7,472
Deposits and prepaid
761
764
Total current assets
4,268
8,236
Right of use asset (note 7)
15
191
Property, plant and equipment (note 4)
527
635
Mineral properties (note 5)
30,899
30,899
Total assets
35,709
39,961
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 6)
961
559
Current portion of lease liabilities (note 7)
16
186
Total current liabilities
977
745
Long term portion of lease liabilities (note 7)
-
16
Total liabilities
977
761
Members' equity
Owner contribution - South 32
154,431
145,273
Owner contribution - Trilogy
40,637
31,479
Owner distributions - South 32
(25,000)
(25,000)
Owner distributions - Trilogy
(25,000)
(25,000)
Accumulated deficit
(110,336)
(87,552)
Total members' equity
34,732
39,200
Total liabilities and members' equity
35,709
39,961
(See accompanying notes to the financial statements)
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Ambler Metals LLC
Statement of Loss and Comprehensive Loss
For the Years Ended November 30
in thousands of US dollars
November 30, 2025
$
November 30, 2024
$
November 30, 2023
$
Expenses
Corporate salaries and wages
297
440
2,068
Depreciation
108
137
150
Foreign exchange (gain)/loss
(10)
2
(2)
General and administrative
486
504
547
Mineral property expense (note 5)
4,210
4,098
12,822
Professional fees
1,567
1,122
547
Members contribution of U.S. government support costs (note 1)
16,316
-
-
Total expenses
22,974
6,303
16,132
Other Items
Interest income
(190)
(1,027
(416)
Other income
-
(5)
(29)
Loss and comprehensive loss for the year
22,784
5,271
15,687
(See accompanying notes to the financial statements)
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Ambler Metals LLC
Statement of Changes in Members’ Equity
For the Years Ended November 30
In thousands of US dollars, except share amounts
Number of units outstanding
Trilogy owner contribution
$
South32 owner contribution
$
Trilogy owner distribution
$
South32 owner distribution
$
Deficit
$
Total members'
equity
$
Balance - November 30, 2022
2,000,000
31,257
145,051
-
-
(66,594)
109,714
Owner contributions
-
111
111
-
-
-
222
Loss for the year
-
-
-
-
-
(15,687)
(15,687)
Balance - November 30, 2023
2,000,000
31,368
145,162
-
-
(82,281)
94,249
Owner contributions
-
111
111
-
-
-
222
Owner distributions
-
-
-
(25,000)
(25,000)
-
(50,000)
Loss for the year
-
-
-
-
-
(5,271)
(5,271)
Balance - November 30, 2024
2,000,000
31,479
145,273
(25,000)
(25,000)
(87,552)
39,200
Owner contributions
-
9,158
9,158
-
-
-
18,316
Loss for the year
-
-
-
-
-
(22,784)
(22,784)
Balance - November 30, 2025
2,000,000
40,637
154,431
(25,000)
(25,000)
(110,336)
34,732
(See accompanying notes to the financial statements)
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Ambler Metals LLC
Statement of Cash Flows
For the Years Ended November 30
in thousands of US dollars
November 30, 2025
$
November 30, 2024
$
November 30, 2023
$
Cash flows from (used in) operating activities
Loss for the year
(22,784)
(5,271)
(15,687)
Depreciation
108
137
150
Lease expense
181
239
265
Lease payments
(191)
(246)
(267)
Members contribution of U.S. government support costs
16,316
-
-
Bonus settled by partner's shares
-
111
111
Change in working capital
Increase (decrease) in deposits and prepaids
3
492
(442)
Decrease (increase) in accounts receivable and other assets
-
16
(3)
Increase (decrease) in accounts payable and accrued liabilities
402
(1,946)
(1,164)
Cash used in operating activities
(5,965)
(6,468)
(17,037)
Cash contributions by South32
1,000
111
111
Cash contribution by Trilogy
1,000
-
-
Cash distribution to South32
-
(25,000)
-
Cash distribution to Trilogy
-
(25,000)
-
Cash from financing activities
2,000
(49,889)
111
Cash flows from (used in) investing activities
-
-
-
Cash from investing activities
-
-
-
Decrease in cash
(3,965)
(56,357)
(16,926)
Cash - beginning of year
7,472
63,829
80,755
Cash - end of year
3,507
7,472
63,829
(See accompanying notes to the financial statements)
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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
1. 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. (collectively “Trilogy”), and South32 USA Exploration Inc., a wholly owned subsidiary of South32 Limited (collectively “South32”).
The Company is engaged in the exploration and development of mineral properties 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” or “USA”).
On February 11, 2020, pursuant to a contribution agreement among Trilogy, South32 and the Company (the “Contribution Agreement”), Trilogy contributed to the Company all of Trilogy’s assets associated with the Upper Kobuk Mineral Projects ("UKMP") located in northwest Alaska in exchange for a 50% membership interest in the Company. Simultaneously, South32 contributed $145 million cash in exchange for a 50% membership interest in the Company.
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 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. GAAP”) on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
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.
2. Summary of significant accounting policies
Property, plant and equipment
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 estimated useful lives of the respective assets. Depreciation periods by asset class are:
Computer hardware and software
3 years
Machinery and equipment
3 - 10 years
Furniture and equipment
5 - 10 years
Vehicles
3 years
Leasehold improvements
lease term
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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
Mineral properties and development costs
All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been established that a mineral deposit is commercially mineable, an economic analysis has been completed and permits are obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized. Capitalized costs will be amortized following commencement of production using the unit of production method over the estimated life of proven and probable reserves.
Impairment of 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. 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. 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. When the carrying value of an asset exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value, which is usually determined using discounted future cash flows. Management’s estimates of mineral prices, mineral resources, foreign exchange rates, production levels, operating, capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect management’s estimates.
Leases
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 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. When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.
The operating lease expenses are recognized on a straight-line basis over the lease term.
Income taxes
The Company is not a taxable entity for income tax purposes. Accordingly, no recognition is given to income taxes for financial reporting purposes. Tax on the net income (loss) of the Company is borne by the owners through the allocation of taxable income (loss). 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.
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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 and deposits. Estimated future credit losses are based on historical credit loss experience and forward-looking considerations. Individual receivables are written off when management deem them to be uncollectible.
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
Foreign denominated monetary assets and liabilities are translated into United States dollars at the exchange rate in effect at the balance sheet date, and non-monetary assets and liabilities at the exchange rate in effect at the time of acquisition or issue. Income and expenses are translated at rates approximating the exchange rate in effect at the time of transactions. Exchange gains or losses arising on translation are included in income or loss for the period.
The functional currency of the Company and the Company’s reporting currency is the United States dollar.
3. Cash
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.
4. Property, plant and equipment
A summary of property, plant and equipment as of November 30, 2025 and November 30, 2024, is as follows:
in thousands of US dollars
equipment
and software
Equipment
Machinery
and equipment
$
Vehicles
$
Computer hardware and software
$
Furniture
and Equipment
$
Total
$
Cost at November 30, 2023
922
114
12
145
1,193
Accumulated depreciation
(402)
(106)
(12)
(38)
(558)
Net book value at November 30, 2024
520
8
-
107
635
Cost at November 30, 2024
922
114
12
145
1,193
Accumulated depreciation
(487)
(114)
(12)
(53)
(666)
Net book value at November 30, 2025
435
-
-
92
527
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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
5. Mineral properties
in thousands of US dollars
30, 2024
30, 2025
November 30, 2024
$
Additions
$
November 30, 2025
$
Ambler lands
Bornite lands
26,899
4,000
-
-
26,899
4,000
30,899
-
30,899
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 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.
a) Ambler
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 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.
b) Bornite
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.
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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
c) Mineral properties expense
The following table summarizes mineral properties expense incurred for the years ended November 30, 2025, 2024 and 2023.
in thousands of US dollars
November 30, 2025
$
November 30, 2024
$
November 30, 2023
$
Ambler Access Project
996
1,713
8,422
Community
36
46
90
Drilling
209
77
323
Engineering
364
152
954
Environmental
230
133
341
Geochemistry and geophysics
48
9
97
Land and permitting
1,074
893
841
Project support
657
502
430
Safety and risk
5
6
20
Wages and benefits
591
567
1,304
Mineral property expense
4,210
4,098
12,822
6. Accounts payable and accrued liabilities
in thousands of US dollars
November 30, 2025
$
November 30, 2024
$
Accounts payable
530
177
Accrued salaries and vacation
110
91
Accrued liabilities
321
291
Accounts payable and accrued liabilities
961
559
7. Leases
(a) Right of use assets
in thousands of US dollars
November 30, 2025
$
November 30, 2024
$
Opening balance
191
413
Amortization
(176)
(222)
Right of use asset
15
191
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.
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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
(b) Lease liabilities
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
November 30, 2025
$
November 30, 2024
$
Operating lease costs
181
239
Variable lease costs
12
10
Operating lease costs
193
249
Variable lease costs consist primarily of the Company’s portion of common area maintenance fees including taxes.
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:
in thousands of US dollars
November 30, 2025
$
2026
13
Total undiscounted lease payments
16
Effects of discounting
(3)
Present value of lease payments recognized as lease liability
13
8. Related party transactions
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.
9. Commitments and contingencies
The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 7.
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Ambler Metals LLC
Notes to Financial Statements
expressed in U.S. dollars, unless otherwise noted
10. Members’ equity
The Company has been established as a limited liability company. Under the terms of the LLC Agreement, unless otherwise provided for in the LLC Agreement, all membership interests are entitled to the same benefits, rights, duties and obligations and vote on all matters.
The Company is authorized to establish a capital account for each member equal to that member’s initial capital contribution, represented by units. The units are voting and subject to transfer restrictions as defined in the LLC Agreement. 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). Any such transfer is subject to the satisfaction of certain conditions, and the relevant purchase price is determined pursuant to specific formulas, all as set forth in the LLC Agreement.
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Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TRILOGY METALS INC.
By:
/s/ Tony Giardini
Name:
Tony Giardini
Title:
President and Chief Executive Officer
Date: February 17, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Tony Giardini
President and Chief Executive Officer
February 17, 2026
Tony Giardini
(Principal Executive Officer) and Director
/s/ Elaine Sanders
Chief Financial Officer (Principal Financial
February 17, 2026
Elaine Sanders
Officer and Principal Accounting Officer)
/s/ James Gowans
Director
February 17, 2026
James Gowans
/s/ William Hayden
Director
February 17, 2026
William Hayden
/s/ William Hensley
Director
February 17, 2026
William Hensley
/s/ Gregory Lang
Director
February 17, 2026
Gregory Lang
/s/ Janice Stairs
Director
February 17, 2026
Janice Stairs
/s/ Diana Walters
Director
February 17, 2026
Diana Walters
151