Trilogy Metals Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Supplementary Data For the required supplementary data, please see the section heading “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” above. 100 Table of Contents Management’s Report on Internal Control over Financial Reporting The management of Trilogy Metals Inc. is responsible for establishing and maintaining adequate internal control over financial reporting under Rule 13a-15(f) and 15d-15(f) of the U.S. Exchange Act. The Securities Exchange Act of 1934 defines this as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America, and includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that may have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2020. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based upon our assessment and those criteria, management concluded that the Company’s internal control over financial reporting is effective as of November 30, 2020. /s/ Tony Giardini /s/ Elaine Sanders Tony Giardini Elaine Sanders President, Chief Executive Officer & Director Vice President & Chief Financial Officer February 11, 2021 ​ ​ ​ 101 Table of Contents Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Trilogy Metals Inc. Opinions on the Financial Statements We have audited the accompanying consolidated balance sheets of Trilogy Metals Inc. and its subsidiaries (together, the Company) as of November 30, 2020 and 2019, and the related consolidated statements of earnings (loss) and comprehensive earnings (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended November 30, 2020, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2020 in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinions These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP ​ Chartered Professional Accountants Vancouver, Canada February 11, 2021 We have served as the Company's auditor since 2012. ​ 102 Table of Contents Trilogy Metals Inc. Consolidated Balance Sheets As at November 30, 2020 and 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of US dollars ​ ​ ​ November 30, 2020 ​ ​ November 30, 2019 ​ ​ $ $ Assets ​ ​ ​ Current assets ​ ​ ​ Cash and cash equivalents ​ 11,125 ​ 19,174 ​ Accounts receivable (note 3) ​ 129 ​ 264 ​ Deposits and prepaid amounts ​ 184 ​ 719 ​ ​ ​ 11,438 ​ 20,157 ​ ​ ​ ​ ​ ​ ​ ​ Investment in Ambler Metals LLC (note 4) ​ 173,145 ​ ​ — ​ Fixed assets (note 5) ​ 206 ​ 715 ​ Mineral properties and development costs (note 6) ​ — ​ 30,631 ​ Rent deposit (note 8 (a)) ​ — ​ ​ 114 ​ Right of use asset (note 8 (a)) ​ 476 ​ ​ — ​ ​ ​ 185,265 ​ 51,617 ​ Liabilities ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable and accrued liabilities (note 7) ​ 888 ​ 2,354 ​ Current portion of lease liability ​ 158 ​ ​ — ​ ​ ​ 1,046 ​ 2,354 ​ ​ ​ ​ ​ ​ ​ ​ Long-term portion of lease liability (note 8 (b)) ​ 408 ​ ​ — ​ Mineral properties purchase option ​ — ​ 31,000 ​ ​ ​ 1,454 ​ 33,354 ​ Shareholders’ equity ​ ​ ​ Share capital (note 9) – unlimited common shares authorized, no par value Issued – 144,137,850 (2019 – 140,427,761 ) ​ 179,746 ​ 177,971 ​ Contributed surplus ​ 122 ​ 122 ​ Contributed surplus – options (note 9(a)) ​ 23,303 ​ 21,123 ​ Contributed surplus – units (note 9(b)) ​ 1,585 ​ 1,759 ​ Deficit ​ ( 20,945 ) ​ ( 182,712 ) ​ ​ ​ 183,811 ​ 18,263 ​ ​ ​ 185,265 ​ 51,617 ​ ​ Commitments and contingencies (note 13) Subsequent events (note 14) (See accompanying notes to the consolidated financial statements) ​ /s/Tony Giardini, President, CEO and Director /s/ Kalidas Madhavpeddi, Director Approved on behalf of the Board of Directors ​ ​ ​ 103 Table of Contents Trilogy Metals Inc. Consolidated Statements of Earnings (Loss) and Comprehensive Earnings (Loss ) For the Years Ended November 30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of US dollars, except share and per share amounts ​ ​ 2020 ​ ​ 2019 ​ ​ 2018 ​ ​ $ $ $ Expenses ​ ​ ​ ​ ​ ​ ​ Amortization ​ 91 ​ ​ 211 ​ ​ 160 ​ Feasibility study (note 6(d)) ​ 1,065 ​ ​ ​ — ​ ​ ​ — ​ Foreign exchange (gain) loss ​ 56 ​ ​ ( 19 ) ​ ​ ( 26 ) ​ General and administrative ​ 1,650 ​ ​ 1,838 ​ ​ 1,532 ​ Investor relations ​ 537 ​ ​ 623 ​ ​ 406 ​ Mineral properties expense (note 6(a)) ​ 1,545 ​ ​ 19,211 ​ ​ 16,490 ​ Professional fees ​ 1,347 ​ ​ 1,382 ​ ​ 453 ​ Salaries ​ 1,411 ​ ​ 1,314 ​ ​ 1,467 ​ Salaries – technical services (note 4(e)) ​ 898 ​ ​ ​ — ​ ​ ​ — ​ Salaries – stock-based compensation ​ 3,564 ​ ​ 3,845 ​ ​ 1,441 ​ Total expenses ​ 12,164 ​ ​ 28,405 ​ ​ 21,923 ​ Other items ​ ​ ​ ​ ​ ​ ​ Loss on held for trading investments ​ — ​ ​ — ​ ​ 272 ​ Gain on derecognition of assets contributed to joint venture (note 4(a)) ​ ( 175,770 ) ​ ​ ​ — ​ ​ ​ — ​ Share of loss on equity investment (note 4(b)) ​ 2,855 ​ ​ ​ — ​ ​ ​ — ​ Interest and other income ​ ( 87 ) ​ ​ ( 500 ) ​ ​ ( 346 ) ​ Services agreement income (note 4(e)) ​ ( 929 ) ​ ​ — ​ ​ — ​ Comprehensive earnings (loss) for the year ​ 161,767 ​ ​ ( 27,905 ) ​ ​ ( 21,849 ) ​ Basic earnings (loss) per common share ​ 1.14 ​ ​ ​ ( 0.21 ) ​ ​ ​ ( 0.18 ) ​ Diluted earnings (loss) per common share ​ 1.12 ​ ​ ​ ( 0.21 ) ​ ​ ​ ( 0.18 ) ​ Basic weighted average number of common shares outstanding ​ 141,464,877 ​ ​ ​ 135,225,349 ​ ​ ​ 121,778,727 ​ Diluted weighted average number of common shares outstanding ​ 144,604,750 ​ ​ ​ 135,225,349 ​ ​ ​ 121,778,727 ​ ​ (See accompanying notes to the consolidated financial statements) ​ 104 Table of Contents Trilogy Metals Inc. Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended November 30 in thousands of US dollars, except share amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contributed ​ ​ Contributed ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contributed ​ ​ surplus – ​ ​ surplus – ​ ​ ​ ​ ​ shareholders’ ​ ​ Number of shares ​ ​ Share capital ​ ​ Warrants ​ ​ surplus ​ ​ options ​ ​ units ​ ​ Deficit ​ ​ equity ​ ​ outstanding $ $ $ $ $ $ $ Balance – 2017 105,684,523 ​ ​ 136,525 ​ 2,163 ​ 124 ​ 18,402 ​ 1,319 ​ ( 132,868 ) ​ ​ 25,665 ​ Bought-deal financing (note 9) ​ 24,784,482 ​ ​ 28,750 ​ ​ 90 ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 90 ) ​ ​ 28,750 ​ Share issuance costs ​ — ​ ​ ( 1,805 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,805 ) ​ Exercise of options ​ 315,148 ​ ​ 140 ​ ​ — ​ ​ — ​ ​ ( 140 ) ​ ​ — ​ ​ — ​ ​ — ​ Restricted Share Units ​ 800,000 ​ ​ 457 ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 457 ) ​ ​ — ​ ​ — ​ NovaGold DSU conversion 1,459 ​ ​ 2 ​ — ​ ( 2 ) ​ — ​ — ​ — ​ ​ — ​ Stock-based compensation — ​ ​ — ​ — ​ — ​ 814 ​ 627 ​ — ​ ​ 1,441 ​ Loss for the year — ​ ​ — ​ — ​ — ​ — ​ — ​ ( 21,849 ) ​ ​ ( 21,849 ) ​ Balance – 2018 131,585,612 ​ ​ 164,069 ​ 2,253 ​ 122 ​ 19,076 ​ 1,489 ​ ( 154,807 ) ​ ​ 32,202 ​ Exercise of options 1,725,776 ​ ​ 1,123 ​ — ​ — ​ ( 915 ) ​ — ​ — ​ ​ 208 ​ Exercise of warrants 6,521,740 ​ ​ 12,166 ​ ( 2,253 ) ​ — ​ — ​ — ​ — ​ ​ 9,913 ​ Restricted share units 412,501 ​ ​ 424 ​ — ​ — ​ — ​ ( 424 ) ​ — ​ ​ — ​ Deferred share units 182,132 ​ ​ 189 ​ — ​ — ​ — ​ ( 189 ) ​ — ​ ​ — ​ Stock-based compensation — ​ ​ — ​ — ​ — ​ 2,962 ​ 883 ​ — ​ ​ 3,845 ​ Loss for the year — ​ ​ — ​ — ​ — ​ — ​ — ​ ( 27,905 ) ​ ​ ( 27,905 ) ​ Balance – 2019 140,427,761 ​ ​ 177,971 ​ — ​ 122 ​ 21,123 ​ 1,759 ​ ( 182,712 ) ​ ​ 18,263 ​ Exercise of options ​ 3,297,588 ​ ​ 1,133 ​ ​ — ​ ​ — ​ ​ ( 916 ) ​ ​ — ​ ​ — ​ ​ 217 ​ Exercise of warrants ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Restricted share units ​ 412,501 ​ ​ 642 ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 642 ) ​ ​ — ​ ​ — ​ Deferred share units ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Stock-based compensation ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,096 ​ ​ 468 ​ ​ — ​ ​ 3,564 ​ Earnings for the year ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 161,767 ​ ​ 161,767 ​ Balance – 2020 ​ 144,137,850 ​ ​ 179,746 ​ ​ — ​ ​ 122 ​ ​ 23,303 ​ ​ 1,585 ​ ​ ( 20,945 ) ​ ​ 183,811 ​ ​ (See accompanying notes to the consolidated financial statements) ​ 105 Table of Contents Trilogy Metals Inc. Consolidated Statements of Cash Flows For the Years Ended November 30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of US dollars ​ ​ ​ ​ 2020 ​ ​ 2019 ​ ​ 2018 ​ ​ ​ $ $ $ Cash flows used in operating activities ​ ​ ​ ​ ​ Earnings (loss) for the year ​ ​ 161,767 ​ ( 27,905 ) ​ ( 21,849 ) ​ Adjustments to reconcile net loss to cash flows in operating activities ​ ​ ​ ​ ​ ​ ​ Amortization ​ ​ 91 ​ 211 ​ 160 ​ Right of use asset amortization and lease accretion ​ ​ 182 ​ ​ — ​ ​ — ​ Office lease payments ​ ​ ( 189 ) ​ ​ — ​ ​ — ​ Loss on working capital written-off upon joint venture formation ​ ​ 18 ​ ​ — ​ ​ — ​ Gain on derecognition of assets (note 4(a)) ​ ​ ( 175,770 ) ​ ​ — ​ ​ — ​ Loss on equity investment in Ambler Metals LLC (note 4(b)) ​ ​ 2,855 ​ ​ — ​ ​ — ​ Loss on held for trading investments ​ ​ — ​ — ​ 272 ​ Unrealized foreign exchange loss (gain) ​ ​ 27 ​ 1 ​ ( 53 ) ​ Stock-based compensation ​ ​ 3,564 ​ 3,845 ​ 1,441 ​ Net change in non-cash working capital ​ ​ ​ ​ ​ ​ ​ Decrease (increase) in accounts receivable ​ ​ 135 ​ ( 241 ) ​ 447 ​ Decrease (increase) in deposits and prepaid amounts ​ ​ 535 ​ ( 100 ) ​ 104 ​ (Decrease) increase in accounts payable and accrued liabilities ​ ​ ( 1,466 ) ​ 697 ​ ( 2,592 ) ​ ​ ​ ​ ( 8,251 ) ​ ( 23,492 ) ​ ( 22,070 ) ​ Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from exercise of options ​ ​ 217 ​ ​ 208 ​ ​ — ​ Proceeds from exercise of warrants ​ ​ — ​ ​ 9,913 ​ ​ — ​ Proceeds from bought deal financing (note 9(d)) ​ ​ — ​ — ​ 28,750 ​ Share issuance costs ​ ​ — ​ — ​ ( 1,805 ) ​ ​ ​ ​ 217 ​ 10,121 ​ 26,945 ​ Cash flows from investing activities ​ ​ ​ ​ ​ Acquisition of plant & equipment ​ ​ — ​ ( 645 ) ​ ( 7 ) ​ Mineral properties funding ​ ​ — ​ 10,200 ​ 10,435 ​ Proceeds from the sale of investments, net of fees ​ ​ — ​ — ​ 2,297 ​ ​ ​ ​ — ​ 9,555 ​ 12,725 ​ (Decrease) increase in cash and cash equivalents ​ ​ ( 8,034 ) ​ ( 3,816 ) ​ 17,600 ​ Effect of exchange rate on cash and cash equivalents ​ ​ ( 15 ) ​ ( 1 ) ​ — ​ Cash and cash equivalents – beginning of year ​ ​ 19,174 ​ 22,991 ​ 5,391 ​ Cash and cash equivalents – end of year ​ ​ 11,125 ​ 19,174 ​ 22,991 ​ ​ (See accompanying notes to the consolidated financial statements) ​ 106 Table of Contents Trilogy Metals Inc. Notes to the Consolidated Financial Statements 1) Nature of operations Trilogy Metals Inc., (“Trilogy”, the “Company”, or “we”) was incorporated in British Columbia under the Business Corporations Act (BC) on April 27, 2011. The Company is engaged in the exploration and development of mineral properties, through our equity investee (note 4), 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”). ​ 2) Summary of significant accounting policies Basis of presentation These consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiary, NovaCopper US Inc. (dba “Trilogy Metals US”). All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting. All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars. These financial statements were approved by the Company’s Board of Directors for issue on February 11, 2021. Cash and cash equivalents Cash and cash equivalents had been comprised of highly liquid investments maturing less than 90 days from date of initial investment. Investment in affiliates Investments in unconsolidated ventures over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include the Company’s investment in the Ambler Metals project. We identified Ambler Metals LLC as a VIE as the entity is dependent on funding from its owners. All funding, ownership, voting rights and power to exercise control is shared equally on a 50/50 basis between the owners of the VIE. Therefore, the Company has determined that it is not the primary beneficiary of the VIE. The Company’s maximum exposure to loss is its investment in Ambler Metals LLC. Ambler Metals LLC is a non-publicly traded equity investee holding exploration and development projects. Investments in nonconsolidated entities accounted for under the equity method are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred. When indicators exist, the fair value is estimated and compared to the investment carrying value. If any impairment is judgmentally determined to be other than temporary, the carrying value of the investment is written down to fair value. The fair value of the impaired investment is determined based on quoted market prices, if available, or upon the present value of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants and observed market earnings multiples of comparable companies. Events that could indicate impairment of an investment in affiliates include a significant decrease in long-term expected commodity prices, a significant increase in expected operating or capital costs, unfavorable exploration results or technical studies, a significant decrease in reserves, a loss of significant mineral claims or a change in the development plan or strategy for the project. 107 Table of Contents Fixed assets Plant and equipment were recorded at cost and amortization began when the asset was put into service. Amortization is calculated on a straight-line basis over the respective assets’ estimated useful lives. Amortization periods by asset class are: ​ Computer hardware and software ​ 3 years Leasehold Improvements ​ lease term Office furniture and equipment ​ 5 years Machinery and equipment ​ 3 – 10 years Vehicles ​ 3 years ​ Mineral properties and development costs All direct costs related to the acquisition of mineral property interests were capitalized. Mineral property exploration expenditures were 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. The acquisition of title to mineral properties is a complicated and uncertain process. The Company has taken steps, in accordance with industry standards, to verify the title to mineral properties held prior to being transferred to the Joint Venture, in which it has an interest. Although the Company has made efforts to ensure that legal titles to its mining assets are properly recorded, there can be no assurance that such title will be secured indefinitely. Impairment of long-lived assets Management assesses the possibility of impairment in the carrying value of long-lived assets whenever events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. 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. Income taxes The liability method of accounting for income taxes is used and is based on differences between the accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes using enacted income tax rates expected to be in effect for the period in which the differences are expected to reverse. Deferred income tax assets are evaluated and, if realization is not considered more likely than not, a valuation allowance is provided. Uncertainty in income tax positions The Company recognizes tax benefits from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Any tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that 108 Table of Contents has a greater than 50 % likelihood of being realized upon settlement with the taxing authorities. Related interest and penalties, if any, are recorded as tax expense in the tax provision. Financial instruments Held-for-trading financial assets and liabilities are recorded at fair value as determined by active market prices or valuation models, as appropriate. Valuation models require the use of assumptions which may include the expected life of the instrument, the expected volatility, dividend payouts, and interest rates. In determining these assumptions, management uses readily observable market inputs where available or, where not available, inputs generated by management. Changes in fair value of held-for-trading financial instruments are recorded in income or loss for the period. Held-for-trading financial assets consisting of common share and warrant investments in a publicly-held mining company were disposed during the 2018 fiscal year. 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 cash equivalents, accounts receivable, and deposits. Other financial liabilities are recorded initially at fair value and subsequently at amortized cost using the effective interest rate method. Other financial liabilities include accounts payable and accrued liabilities. Translation of foreign currencies 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 its subsidiary and the Company’s reporting currency is the United States dollar. Earnings and loss per share Earnings and loss per common share is calculated based on the weighted average number of common shares outstanding during the year. The Company follows the treasury stock method in the calculation of diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and in the prior year, warrants are used to repurchase common shares at the average market price during the period. Stock-based compensation Compensation expense for options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected dividend yield and the risk-free interest rate over the expected life of the option. The compensation cost is recognized using the graded attribution method over the vesting period of the respective options. The expense relating to the fair value of stock options is included in expenses and is credited to contributed surplus. Shares are issued from treasury in settlement of options exercised. Compensation expense for restricted share units (“RSUs”) and deferred share units (“DSUs”) granted to employees and directors, respectively, is determined based on estimated fair values of the units at the time of grant using quoted market prices or at the time the units qualify for equity classification under ASC 718. The cost is recognized using the graded attribution method over the vesting period of the respective units. The expense relating to the fair value of the units is included in expenses, net of forfeitures and is credited to other liabilities or contributed surplus based on the unit’s 109 Table of Contents classification. Units may be settled in either i) cash, and/or ii) shares purchased in the open market, and/or iii) shares issued from treasury, at the Company’s election at the time of vesting. Use of estimates and measurement uncertainties The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period. Significant judgments include the assessment of potential indicators of impairment of mineral properties. Significant estimates include the measurement of the South32 property acquisition option and subsequent equity method investment, income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported. Accounting standards adopted i. Leases In February 2016, the FASB issued new accounting requirements for accounting for, presentation of, and classification of leases (“ASU 2016-02”) which, together with subsequent amendments, is included in ASC 842, Leases. ASC 842 became effective for the Company as of December 1, 2019. The Company adopted ASC 842 using the modified retrospective transition method by applying the transition provision and recording our cumulative adjustment to opening deficit at the beginning of the period of adoption on December 1, 2019, rather than at the beginning of the comparative period presented. Therefore, in the comparative periods, we continue to apply the legacy guidance in ASC 840, including its disclosure requirements. We elected to apply all of the transition practical expedients available, including: ● the package of three practical expedients to (1) not reassess whether any expired or existing contracts are or contain leases, (2) not reassess the lease classification for any expired or existing leases, and (3) not reassess initial direct costs for any existing lease; ● the hindsight practical expedient to use hindsight when determining lease term and assessing impairment of right-of-use assets, if any; and ● the easements practical expedient to continue applying our current policy for accounting for any land easements expired before or existing as of December 1, 2019. In addition, we elected to apply the short-term lease recognition exemption and elected to apply the practical expedient to not separate lease and non-lease components for all applicable leases on transition. The adoption of this new standard resulted in the recognition of right of use assets and lease liabilities of $ 786,000 as at December 1, 2019. 3) Accounts receivable ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ November 30, 2020 ​ ​ November 30, 2019 ​ ​ $ $ ​ GST input tax credits ​ 15 ​ 42 ​ Recoverable payments ​ — ​ 222 ​ Ambler Metals LLC ​ 114 ​ — ​ Accounts receivable ​ 129 ​ 264 ​ ​ The balance due from Ambler Metals LLC (see note 4 below) consists of services rendered by Trilogy and reimbursements for invoices paid by Trilogy on behalf of Ambler Metals LLC per a service agreement. The balance was paid in full by Ambler Metals LLC subsequent to the year end. 110 Table of Contents ​ ​ ​ 4) Investment in Ambler Metals LLC (a) Formation of Ambler Metals LLC On February 11, 2020, the Company completed the formation of a 50/ 50 joint venture named Ambler Metals LLC with South32 Limited (“South32”). As part of the formation of the joint venture, Trilogy contributed all its assets associated with the UKMP, including the Arctic and Bornite Projects, while South32 contributed US$ 145 million, resulting in each party’s subsidiaries directly owning a 50 % interest in Ambler Metals LLC. To assist Ambler Metals during the initial set up phase, Trilogy was paying all of Ambler Metals’ invoices and being reimbursed pursuant to a services agreement (the “Services Agreement”) between Trilogy and Ambler Metals until the back office is fully transitioned to a new permanenet team employed by the joint venture. The Services Agreement ended on December 31, 2020. Ambler Metals LLC is an independently operated company jointly controlled by Trilogy and South32 through a four -member board, of which two members are currently appointed by Trilogy based on its 50 % equity interest. All significant decisions related to the UKMP require the approval of both companies. We determined that Ambler Metals LLC 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 LLC as the power to direct its activities, through its board, is shared under the Ambler Metals LLC limited liability company agreement. As we have significant influence over Ambler Metals LLC through our representation on its board, we use the equity method of accounting for our investment in Ambler Metals LLC. Our investment in Ambler Metals LLC was initially measured at its fair value of $ 176 million upon recognition. Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals LLC, which totaled $ 173 million, as well as approximately $ 114,000 of amounts receivable per the Services Agreement. The following table summarizes the gain on recognition of the UKMP assets upon transfer to the Ambler Metals LLC joint venture on February 11, 2020. ​ ​ ​ ​ ​ in thousands of dollars ​ $ ​ Fair value ascribed to Ambler Metals LLC interest ​ 176,000 ​ Less: carrying value of contributed /eliminated assets ​ ​ Mineral properties ​ ( 30,631 ) ​ Property, plant and equipment ​ ( 618 ) ​ Elimination of Fairbanks warehouse right of use asset ​ ( 93 ) ​ Elimination of prepaid State of Alaska mining claim fees ​ ( 303 ) ​ Add: ​ ​ Reimbursement of claims staking ​ 44 ​ Demobilization costs of drills ​ 278 ​ Cancellation of Fairbanks warehouse lease liability ​ 93 ​ Fair value of mineral properties purchase option ​ 31,000 ​ Gain on derecognition ​ 175,770 ​ ​ (b) Carrying value of investment in Ambler Metals LLC During the year ended November 30, 2020, Trilogy recognized, based on its 50 % ownership interest in Ambler Metals LLC, an equity loss equivalent to its pro rata share of Ambler Metals LLC's net loss of $ 5.7 million for the period between 111 Table of Contents February 11, 2020 (date of joint venture formation) to November 30, 2020. The carrying value of Trilogy’s 50 % investment in Ambler Metals LLC as at November 30, 2020 is summarized on the following table. ​ ​ ​ ​ ​ ​ in thousands of dollars ​ $ ​ February 11, 2020, fair value ascribed to Ambler Metals LLC interest ​ 176,000 ​ Share of loss on equity investment from February 11, 2020 to November 30, 2020 ​ ( 2,855 ) ​ November 30, 2020, equity method investment ​ 173,145 ​ ​ (c) The following table summarizes Ambler Metals LLC's Balance Sheet as at November 30, 2020. ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ November 30, 2020 ​ ​ $ ​ Current assets: Cash, deposits and prepaid expenses ​ 82,226 ​ Non - current assets: Property, equipment and mineral properties ​ 31,287 ​ Loan receivable from South32 ​ 58,478 ​ Current liabilities: Accounts payable and accrued liabilities ​ ( 1,445 ) ​ Non - current liabilities: Lease obligation ​ ( 51 ) ​ Net assets ​ 170,495 ​ ​ (d) The following table summarizes Ambler Metals LLC's net loss from the formation of the joint venture on February 11, 2020 to the end of the reporting period on November 30, 2020. ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ ​ Period ending ​ ​ ​ November 30, 2020 ​ ​ $ Amortization ​ 95 ​ Mineral properties expense ​ 3,619 ​ General and administrative expense ​ 3,177 ​ Interest income ​ ( 1,181 ) ​ Comprehensive loss ​ 5,710 ​ ​ (e) Related party transactions - services agreement income The Company charged $0.9 million of expenses related to technical services, including geological, engineering, environmental and human resources and accounting services in connection with the Services Agreement. In addition, the Company received payments of $2.8 million related to operating expenses paid on behalf of Ambler Metals from February 11, 2020 to November 30, 2020 pursuant to the Services Agreement. ​ 112 Table of Contents 5) Fixed assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ ​ ​ ​ November 30, 2020 ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ Accumulated ​ ​ derecognized ​ ​ ​ ​ ​ Cost ​ amortization ​ note 4(a) Net ​ ​ $ $ $ $ British Columbia, Canada ​ ​ ​ ​ ​ ​ ​ ​ ​ Furniture and equipment 63 ​ ​ ( 41 ) ​ ​ — ​ ​ 22 ​ Leasehold improvements 253 ​ ​ ( 69 ) ​ ​ — ​ ​ 184 ​ Computer hardware and software 115 ​ ​ ( 115 ) ​ ​ — ​ ​ — ​ Alaska, USA ​ ​ ​ ​ ​ ​ ​ ​ ​ Machinery, and equipment 3,667 ​ ​ ( 3,049 ) ​ ​ ( 618 ) ​ ​ — ​ Vehicles 348 ​ ​ ( 348 ) ​ ​ — ​ ​ — ​ Computer hardware and software 4 ​ ​ ( 4 ) ​ ​ — ​ ​ — ​ ​ 4,450 ​ ​ ( 3,626 ) ​ ​ ( 618 ) ​ ​ 206 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ November 30, 2019 ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Cost ​ amortization ​ Net ​ ​ $ $ $ British Columbia, Canada ​ ​ ​ ​ ​ ​ ​ Furniture and equipment 63 ​ ​ ( 29 ) ​ ​ 34 ​ Leasehold improvements 53 ​ ​ ( 17 ) ​ ​ 36 ​ Computer hardware and software 115 ​ ​ ( 112 ) ​ ​ 3 ​ Alaska, USA ​ ​ ​ ​ ​ Machinery, and equipment 3,667 ​ ​ ( 3,026 ) ​ ​ 641 ​ Vehicles 348 ​ ​ ( 348 ) ​ ​ — ​ Computer hardware and software 4 ​ ​ ( 3 ) ​ ​ 1 ​ ​ 4,250 ​ ​ ( 3,535 ) ​ ​ 715 ​ ​ ​ ​ ​ 6) Mineral properties and development costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ ​ November 30, 2019 ​ ​ Assets ​ ​ November 30, 2020 ​ ​ ​ ​ ​ ​ derecognized ​ ​ ​ ​ ​ ​ ​ ​ ​ note 4(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ Alaska, USA ​ ​ ​ ​ ​ ​ Ambler (a) ​ 26,631 ​ ( 26,631 ) ​ — ​ Bornite (b) ​ 4,000 ​ ( 4,000 ) ​ — ​ ​ ​ 30,631 ​ ( 30,631 ) ​ — ​ ​ 113 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ ​ November 30, 2018 ​ ​ Acquisition costs ​ ​ November 30, 2019 ​ ​ $ $ $ Alaska, USA ​ ​ ​ ​ Ambler (a) ​ 26,587 ​ 44 ​ 26,631 ​ Bornite (b) ​ 4,000 ​ — ​ 4,000 ​ ​ ​ 30,587 ​ 44 ​ 30,631 ​ ​ (a) Ambler On January 11, 2010, NovaGold Resources Inc. (“NovaGold”), through Alaska Gold Company (“AGC”), its wholly-owned subsidiary, purchased 100 % of 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, through a series of cash and share payments. Total fair value of the consideration was $ 26.6 million. The vendor retained a 1 % net smelter return royalty that can be purchased at any time for a one-time payment of $ 10.0 million. The Ambler lands were acquired on October 17, 2011 by Trilogy Metals US through a purchase and sale agreement with AGC. On October 24, 2011, NovaGold transferred its ownership of Trilogy Metals US to the Company, then a wholly owned subsidiary of NovaGold, which was subsequently spun-out to NovaGold shareholders and publicly listed on April 30, 2012 (“NovaGold Arrangement”). (b) Bornite On October 19, 2011, Trilogy Metals US acquired 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. As consideration, Trilogy Metals US paid $ 4 million to acquire the right to explore and develop the combined Upper Kobuk Mineral Projects (“UKMP”) through an Exploration Agreement and Option to Lease with NANA. Upon a decision to proceed with construction of a mine on the lands, NANA maintains the right to purchase between a 16 %- 25 % ownership interest in the mine or retain a 15 % net proceeds royalty which is payable after Trilogy Metals US 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, less $ 40 million, with the difference multiplied by the elected percentage purchased. In no event will the purchase 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. (c) Option Agreement On April 10, 2017, Trilogy and Trilogy Metals US entered into the South32 Option Agreement to form a Joint Venture with South32 Group Operations Pty Ltd., a wholly-owned subsidiary of South32 Limited, which agreement was later assigned by South32 Operations to its affiliate, South32 USA Exploration Inc. (“South32”) on the UKMP (“Option Agreement”). Under the terms of the Option Agreement, as amended, Trilogy Metals US granted South32 the right to form a 50/50 joint venture to hold all of Trilogy Metals US’ Alaskan assets. Upon exercise of the option, the option agreement provided that Trilogy Metals US would transfer its Alaskan assets, including the UKMP, and South32 would contribute the Subscription Price (as defined below) to a newly formed and jointly held, limited liability company (“LLC”) (see note 4(a)). 114 Table of Contents To maintain the option in good standing, South32 was required to fund a minimum of $ 10 million per year for up to a three-year period, which funds were to execute a mutually agreed upon program at the UKMP. The funds provided by South32 could only be expended in accordance with an approved program by a technical committee with equal representation from Trilogy and South32. South32 could exercise its option at any time over the three-year period to enter into the 50/50 joint venture. To subscribe for 50 % of the joint venture, the Option Agreement provided that South32 must contribute $ 150 million, plus (i) any amounts Trilogy spends on matched parallel funding to a maximum of $ 16 million over the three-year period and (ii) $ 5 million if the option had been exercised between April 1, 2018 and March 31, 2019 or $ 10 million if the option was exercised between April 1, 2019 and the expiration date of the option, less the amount of the initial funding contributed by South32 (the “Subscription Price”). South32 funded the full three-year option period. During the year ended November 30, 2020, South32 elected to exercise the option to form the LLC and made the Subscription Price payment on February 5, 2020 (see note 4 (a)). As the initial option payments were credited against the future subscription price upon exercise, the Company accounted for the payments received from South32 as deferred consideration for the purchase of the UKMP interest. The $ 31.0 million of payments received were recognized as part of the consideration received for the Company’s contribution of the UKMP into the LLC. The option to form the LLC was recognized as a financial instrument at inception of the arrangement with an initial fair value of $nil. This option was required to be re-measured at fair value at each reporting date with any changes in fair value recorded in loss for the period. The Company determined that the fair value of the option remained $nil during the option period and through to the formation of the Joint Venture on February 11, 2020. (d) Mineral properties expense The following table summarizes mineral properties expense for the years ended November 30, 2020, 2019 and 2018, and includes expenditures funded by South32 up to the formation of the Joint Venture on February 11, 2020, as applicable. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In thousands of dollars ​ ​ ​ 2020 ​ ​ 2019 ​ ​ 2018 ​ ​ $ $ $ Alaska, USA ​ ​ ​ ​ ​ Community ​ ​ 137 ​ 596 ​ 466 ​ Drilling ​ ​ — ​ 5,194 ​ 4,545 ​ Engineering ​ ​ 723 ​ 2,410 ​ 1,056 ​ Environmental ​ ​ 99 ​ 611 ​ 806 ​ Geochemistry and geophysics ​ ​ 12 ​ 1,259 ​ 1,253 ​ Land and permitting ​ ​ 134 ​ 744 ​ 705 ​ Project support ​ ​ 249 ​ 4,652 ​ 4,244 ​ Other income ​ ​ — ​ ​ ( 13 ) ​ ( 20 ) ​ Wages and benefits ​ ​ 191 ​ 3,758 ​ 3,435 ​ ​ ​ ​ 1,545 ​ 19,211 ​ 16,490 ​ ​ Mineral property expenses consist of direct drilling, personnel, community, resource reporting and other exploration expenses as outlined above, as well as indirect project support expenses such as fixed wing charters, helicopter support, fuel, and other camp operation costs. Other than the feasibility costs related to the Arctic project funded directly by the Company, no additional mineral properties expenses were incurred subsequent to the formation of the joint venture, as on February 11, 2020, upon the formation of the Joint Venture with South32, all mineral properties previously held by the Company were contributed to Ambler Metals LLC. ​ 115 Table of Contents The Company funded the Arctic Project feasibility study, costs for which were $ 1.1 million since the formation of the Joint Venture on February 11, 2020. Prior to the formation of the Joint Venture, the Company had also incurred $ 0.7 million in Arctic Project feasibility costs that are included in the mineral properties expense balance of $ 1.5 million for the year ended November 30, 2020. ​ Cumulative mineral properties expense in Alaska from the initial earn‐in agreement on the property in 2004 to the formation of the Joint Venture on February 11, 2020 was $ 115.3 million and cumulative acquisition costs were $ 30.6 million. Cumulative spend to date totaled $ 147 million. On February 11, 2020, upon the formation of the joint venture with South32, the acquisition costs of $ 30.6 million were derecognized upon the contribution of the mineral properties to Ambler Metals. ​ (e) Derecognition As part of the formation of the Joint Venture with South32 on February 11, 2020, Trilogy contributed all its assets associated with the UKMP, including the Arctic and Bornite projects. As a result, machinery and equipment with a carrying value of $ 0.62 million as well as $ 30.6 million of mineral properties related to the UKMP were derecognized by Trilogy on February 11, 2020. ​ 7) Accounts payable and accrued liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ November 30, 2020 ​ ​ November 30, 2019 ​ ​ $ $ Trade accounts payable ​ 226 ​ ​ 902 ​ Accrued liabilities 198 ​ 721 ​ Accrued salaries and vacation 464 ​ 731 ​ Accounts payable and accrued liabilities 888 ​ 2,354 ​ ​ ​ 8) Leases (a) Right-of-use asset ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ $ ​ ASC 842 transition as at December 1, 2019 ​ 681 ​ Amortization ​ ( 162 ) ​ Lease accretion ​ 50 ​ Derecognition of Fairbanks warehouse lease ​ ( 93 ) ​ ​ ​ 476 ​ ​ The pre-transition rent deposit of approximately $ 114,000 was transferred to the Right-of-use asset upon adoption of ASC 842 on December 1, 2019 and is included in the opening balance of approximately $ 681,000 . (b) Lease liabilities The Company’s lease arrangements primarily consist of an operating lease for our office space ending in June 2024. There are no extension options. 116 Table of Contents Total lease expense recorded within general and administrative expenses was comprised of the following components: ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ Year ended ​ ​ ​ November 30, 2020 ​ ​ $ ​ Operating lease costs ​ 162 ​ Variable lease costs ​ 131 ​ Total lease expense ​ 293 ​ ​ Variable lease costs consist primarily of the Company’s portion of operating costs associated with the office space lease as the Company elected to apply the practical expedient not to separate lease and non-lease components. As of November 30, 2020, the remaining lease term was 3.67 years and the discount rate is 8 % . Significant judgment was used in the determination of the incremental borrowing rate which included estimating the Company’s credit rating. Supplemental cash and non-cash information relating to our leases during the year ended November 30, 2020 are as follows: ● Cash paid for amounts included in the measurement of lease liabilities was $ 188,811 . ● No cash was paid upon termination of a lease for office and warehouse space and reassignment to Ambler Metals LLC that resulted in the derecognition of the right-of-use asset of $ 92,974 and the operating lease liability of $ 93,006 . Future minimum payments relating to the lease recognized in our balance sheet as of November 30, 2020 are as follows: ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ November 30, 2020 Fiscal year $ 2021 196 ​ 2022 202 ​ 2023 207 ​ 2024 123 ​ Total undiscounted lease payments 728 ​ Effect of discounting ( 162 ) ​ Present value of lease payments recognized as lease liability 566 ​ ​ ​ 117 Table of Contents 9) Share capital Authorized: unlimited common shares, no par value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars, except share amounts ​ ​ ​ Number of shares ​ ​ Ascribed value ​ ​ ​ $ November 30, 2018 131,585,612 ​ ​ 164,069 ​ Exercise of options 1,725,776 ​ ​ 1,123 ​ Restricted Share Units 412,501 ​ ​ 424 ​ Deferred Share Units ​ 182,132 ​ ​ 189 ​ Exercise of warrants ​ 6,521,740 ​ ​ 12,166 ​ November 30, 2019 140,427,761 ​ ​ 177,971 ​ Exercise of options ​ 3,297,588 ​ ​ 1,133 ​ Restricted Share Units ​ 412,501 ​ ​ 642 ​ November 30, 2020, issued and outstanding ​ 144,137,850 ​ ​ 179,746 ​ ​ On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”), once vested, on record as of the close of business April 27, 2012. When vested, Trilogy committed to deliver one common share to the holder for every six shares of NovaGold the holder is entitled to receive, rounded down to the nearest whole number. As of November 30, 2020, a total of 11,927 NovaGold DSUs remain outstanding representing a right to receive 1,988 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (a) Stock options The Company has a stock option plan providing for the issuance of options with a rolling maximum number equal to 10 % of the issued and outstanding Common Shares at any given time. The Company may grant options to its directors, officers, employees and service providers. The exercise price of each option cannot be lower than the greater of market price or fair market value of the Common Shares (as such terms are defined in the plan) at the date of the option grant. The number of Common Shares optioned to any single optionee may not exceed 10 % of the issued and outstanding Common Shares at the date of grant. The options are exercisable for a maximum of five years from the date of grant and may be subject to vesting provisions. During the year ended November 30, 2020, a total of 4,445,000 options (2019 - 3,077,500 options) at a weighted-average exercise price of CDN$ 2.79 (2019 - CDN$ 2.86 ) were granted to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to over a two-year period. The weighted-average fair value attributable to options granted in 2020 was $ 0.90 (2019 - $ 1.03 ). The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model. 118 Table of Contents Assumptions used in the pricing model for the period are as provided below. ​ ​ ​ ​ ​ November 30, 2020 Risk-free interest rates 0.92 % Exercise price CAD$ 2.79 Expected life 3 years Expected volatility 64.4 % Expected dividends Nil ​ The Company recognized a stock option expense of $ 3.1 million for the year ended November 30, 2020 (2019 - $ 2.9 million; 2018 - $ 0.8 million), net of forfeitures. As of November 30, 2020, there were 2,493,337 non-vested options outstanding with a weighted average exercise price of $ 2.15 . The non-vested stock option expense not yet recognized was $ 1.0 million. This expense is expected to be recognized over the next two years . A summary of the Company’s stock option plan and changes during the year ended is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 30, 2020 ​ ​ ​ ​ ​ ​ Weighted average ​ ​ ​ ​ ​ ​ exercise price ​ ​ Number of options $ Balance – beginning of the year 9,205,600 ​ ​ 1.11 ​ Granted 4,445,000 ​ ​ 2.15 ​ Exercised ( 4,263,100 ) ​ ​ 0.51 ​ Cancelled ( 740,000 ) ​ ​ 2.27 ​ Balance – end of the year 8,647,500 ​ ​ 1.84 ​ ​ The following table summarizes information about the stock options outstanding at November 30, 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ Exercisable ​ ​ Unvested ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Number of ​ ​ Weighted ​ ​ average ​ ​ Number of ​ ​ average ​ ​ Number of ​ ​ outstanding ​ ​ average years ​ ​ exercise price ​ ​ exercisable ​ ​ exercise price ​ ​ unvested ​ Range of price (CAD$) options to expiry CAD$ options CAD$ options $ 0.44 to $ 0.50 20,000 ​ 0.06 ​ ​ 0.44 ​ ​ 20,000 ​ ​ 0.44 ​ ​ — ​ $ 0.51 to $ 1.00 770,000 ​ 1.06 ​ ​ 0.72 ​ ​ 770,000 ​ ​ 0.72 ​ ​ — ​ $ 1.01 to $ 1.50 1,070,000 ​ 2.02 ​ ​ 1.04 ​ ​ 1,070,000 ​ ​ 1.04 ​ ​ — ​ $ 2.01 to $ 2.50 865,000 ​ 3.98 ​ ​ 2.37 ​ ​ 865,000 ​ ​ 2.37 ​ ​ — ​ $ 2.51 to $ 3.00 ​ 3,835,000 ​ ​ 3.85 ​ ​ 2.77 ​ ​ 2,121,665 ​ ​ 2.82 ​ ​ 1,713,335 ​ $ 3.01 to $ 3.41 ​ 2,087,500 ​ ​ 4.05 ​ ​ 3.03 ​ ​ 1,307,498 ​ ​ 3.04 ​ ​ 780,002 ​ ​ ​ 8,647,500 ​ ​ 3.43 ​ ​ 2.39 ​ ​ 6,154,163 ​ ​ 2.22 ​ ​ 2,493,337 ​ ​ The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2020 was $ 2.4 million (2019 - $ 7.2 million, 2018 - $ 12.2 million) and the aggregate intrinsic value of exercised options in 2020 was $ 2.6 million (2019 - $ 2.6 million, 2018 - $ 0.5 million). 119 Table of Contents (b) Restricted Share Units and Deferred Share Units The Company has a Restricted Share Unit Plan (“RSU Plan”) and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to provide long-term incentives to employees, officers and directors. The RSU Plan and DSU Plan may be settled in cash and/or common shares at the Company’s election with each RSU and DSU entitling the holder to receive one common share of the Company or equivalent value. All units are accounted for as equity-settled awards. On April 13 2020, a Company officer was granted 200,000 RSUs, all of which vested immediately. Directors were granted 83,775 DSUs throughout the year ended November 30, 2020 based on their election to receive 50 % of their annual retainer in DSUs. A summary of the Company’s unit plans and changes during the year ended is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of RSUs Number of DSUs Balance – beginning of the year ​ 212,501 ​ 1,137,488 ​ Granted 200,000 ​ 83,775 ​ Vested ( 412,501 ) ​ — ​ Balance – end of the year — ​ 1,221,263 ​ ​ For the year ended November 30, 2020, Trilogy recognized a stock-based compensation expense of $ 0.5 million (2019 - $ 0.9 million, 2018 - $ 0.6 million). (c) Share purchase warrants During the year ended November 30, 2019, all the outstanding warrants were exercised in advance of the July 2, 2019 expiry date. As a result of the warrants exercised, the Company issued a total of 6,521,740 common shares and received cash proceeds of approximately $ 9.9 million. The Company had no warrants outstanding as at November 30, 2020. (d) Bought deal financing On April 20, 2018, the Company completed a bought-deal financing for gross proceeds of $ 28.7 million by issuing 24,784,482 common shares at $ 1.16 per common share. Expenses including bank commissions, legal fees, stock exchange and other fees totaled $ 1.8 million for net proceeds of $ 26.9 million. ​ 10) Management of capital risk The Company relies upon management to manage capital in order to accomplish the objectives of safeguarding the Company’s ability to continue as a going concern in order to pursue the development of our mineral properties through our equity investee (note 4) and maintain a capital structure which optimizes the costs of capital at an acceptable risk. The Company’s current capital consists of equity funding through capital markets. As the Company is currently in the exploration phase none of its financial instruments are exposed to commodity price risk; however, the Company’s ability to obtain long-term financing and its economic viability may be affected by commodity price volatility. The Company will need to raise additional funds to support its operations and administration expenses. Future sources of liquidity may include equity financing, debt financing, convertible debt, or other means. To facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. ​ 120 Table of Contents 11) Financial instruments The Company is exposed to a variety of risks arising from financial instruments. These risks and management’s objectives, policies and procedures for managing these risks are disclosed as follows. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The Company’s investments were held for trading and marked-to-market at each period end with changes in fair value recorded to the statement of loss. The South32 purchase option was a derivative financial liability measured at fair value with changes in value recorded to the statement of loss. Financial risk management The Company’s activities expose them to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk. (a) Currency risk Currency risk is the risk of a fluctuation in financial asset and liability settlement amounts due to a change in foreign exchange rates. The Company operates in the United States and Canada. The Company’s exposure to currency risk at November 30, 2020 is limited to the Canadian dollar balances consisting of cash of CDN$ 116,000 , accounts receivable of CDN$ 15,000 and certain trade payables and accrued personnel costs CDN$ 843,000 . Based on a 10 % change in the US-Canadian exchange rate, assuming all other variables remain constant, the Company’s net loss would change by approximately $ 55,000 . (b) Credit risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company holds cash and cash equivalents with Canadian Chartered financial institutions. The Company’s only significant exposure to credit risk is equal to the balance of cash and cash equivalents as recorded in the financial statements. (c) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulties raising funds to meet its financial obligations as they fall due. The Company is in the exploration stage and does not have cash inflows from operations; therefore, the Company manages liquidity risk through the management of its capital structure and financial leverage. Contractually obligated cash flow requirements as at November 30, 2020 are as follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ Total < 1 Year 1–2 Years 2–5 Years Thereafter ​ ​ ​ $ ​ ​ $ ​ ​ $ ​ ​ $ ​ ​ $ ​ Accounts payable and accrued liabilities 888 ​ 888 ​ — ​ ​ — ​ ​ — ​ Office lease 728 ​ ​ 196 ​ ​ 409 ​ ​ 123 ​ ​ — ​ 1,616 ​ 1,084 ​ 409 ​ ​ 123 ​ ​ — ​ ​ (d) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk with respect to interest earned on cash 121 Table of Contents and cash equivalents. Based on balances as at November 30, 2020, a 1 % change in interest rates would result in a change in net loss of $ 0.1 million, assuming all other variables remain constant. As we are currently in the exploration phase none of our financial instruments are exposed to commodity price risk; however, our ability to obtain long-term financing and its economic viability could be affected by commodity price volatility. Fair value accounting Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) The Company did not have any financial assets and liabilities that were measured and recognized at fair value as at November 30, 2020. During the year ended November 30, 2018, the Company disposed of its remaining shares of Gold Mining Inc., a publicly-held mineral exploration company. ​ 12) Income taxes Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings before income taxes. These differences result from the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ ​ November 30, 2020 ​ ​ November 30, 2019 ​ ​ November 30, 2018 ​ ​ $ $ $ Combined federal and provincial statutory tax rate ​ 27.00 % ​ 27.00 % ​ 26.92 % Income tax (recovery) at statutory rate ​ 43,677 ​ ​ ( 7,534 ) ​ ​ ( 5,882 ) ​ Difference in foreign tax rates ​ 2,424 ​ ​ ( 281 ) ​ ​ ( 424 ) ​ Impact of change in tax rate ​ — ​ ​ — ​ ​ 23,582 ​ Effect of foreign exchange changes ​ ( 4 ) ​ ​ — ​ ​ — ​ Non-deductible expenditures ​ 1,009 ​ ​ 4,061 ​ ​ 3,018 ​ Income from option payments applied as proceeds of sale ​ ( 8,812 ) ​ ​ — ​ ​ — ​ Return to provision adjustments ​ ( 6 ) ​ ​ 193 ​ ​ 1,319 ​ Impact of new lease accounting rules (ASC 842 adoption) ​ ( 28 ) ​ ​ — ​ ​ — ​ Expiry of Losses ​ — ​ ​ 277 ​ ​ — ​ Change in valuation allowance ​ ( 38,260 ) ​ ​ 3,284 ​ ​ ( 21,613 ) ​ Income tax recovery (expense) ​ — ​ ​ — ​ ​ — ​ ​ 122 Table of Contents Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at November 30, 2020 and 2019 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ November 30, 2020 ​ ​ November 30, 2019 ​ $ $ Deferred income tax assets ​ ​ ​ Non-capital losses ​ 51,250 ​ 48,968 ​ Mineral property interest ​ — ​ 11,351 ​ Deferred interest ​ 6,251 ​ 6,251 ​ Property, plant and equipment ​ 88 ​ 70 ​ Lease liability ​ 153 ​ ​ — ​ Share issuance costs ​ 267 ​ 351 ​ Capital Loss ​ — ​ 186 ​ Investments ​ — ​ — ​ Other deductible temporary differences ​ 223 ​ 345 ​ Total deferred tax assets ​ 58,232 ​ 67,522 ​ Valuation allowance ​ ( 29,259 ) ​ ( 67,519 ) ​ Net deferred income tax assets ​ 28,973 ​ 3 ​ Deferred income tax liabilities ​ ​ ​ Investment in Ambler Metals LLC ​ ( 28,844 ) ​ ​ — ​ Right of use asset ​ ( 129 ) ​ ​ — ​ Other taxable temporary differences ​ — ​ ( 3 ) ​ Deferred income tax liabilities ​ ( 28,973 ) ​ ( 3 ) ​ Net deferred income tax assets ​ — ​ — ​ ​ The Company has loss carry-forwards of approximately $ 182.6 million that may be available for tax purposes. Certain of these losses occurred prior to the incorporation of the Company and are accounted for in the financial statements as if they were incurred by the Company. Prior to the NovaGold Arrangement, the Company undertook a tax reorganization in order to preserve the future deductibility of these losses for the Company, subject to the limitations below. Deferred tax assets have been recognized to the extent of future taxable income and the future taxable amounts related to taxable temporary differences for which a deferred tax liability is recognized can be offset. A valuation allowance has been provided against deferred income tax assets where it is not more likely than not that the Company will realize those benefits. The losses expire as follows in the following jurisdictions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ ​ Non-capital losses ​ ​ Operating losses ​ ​ ​ Canada ​ ​ United States ​ ​ $ $ 2021 ​ — ​ ​ 1 ​ 2022 ​ — ​ ​ 366 ​ 2023 ​ — ​ ​ 960 ​ 2024 ​ — ​ ​ 569 ​ Thereafter ​ 46,965 ​ ​ 119,598 ​ ​ ​ 46,965 ​ ​ 121,494 ​ ​ 123 Table of Contents Future use of U.S. loss carry-forwards is subject to certain limitations under provisions of the Internal Revenue Code including limitations subject to Section 382, which relates to a 50 % change in control over a three-year period and are further dependent upon the Company attaining profitable operations. An ownership change under Section 382 occurred on January 22, 2009 regarding losses incurred by AGC, of which the attributes of those losses were transferred to Trilogy Metals US with the purchase of the mineral property in October 2011. Therefore, approximately $ 39.4 million of the U.S. losses above are subject to limitation under Section 382. Accordingly, the Company’s ability to use these losses may be limited. Furthermore, tax reform provisions under section 172 allow federal net operating losses arising in tax years subsequent to December 31, 2017 to be carried forward indefinitely. As at November 30, 2020 the Company has $ 14.2 million in operating losses that can be carried forward indefinitely. An additional change in control may have occurred after November 30, 2011 which may further limit the availability of losses prior to the date of change in control. On June 19, 2015, we completed the Sunward acquisition which resulted in an acquisition of control of Sunward Resources ULC under of the Income Tax Act in Canada. Therefore, the Company’s ability to use approximately $ 15.2 million of losses in Canada may be limited. ​ 13) Commitment The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 8(b). ​ 14) Subsequent events On December 10, 2020 directors were granted 700,000 stock options vesting immediately. Employees were granted 2,674,500 stock options, of which 427,650 options vested immediately, with the remainder vesting equally in thirds on the grant date, the first anniversary of the grant date, and the second anniversary of the grant date. ​ 124 Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​