Trilogy Metals Inc. 10-Q

Item 1. Financial Statements Trilogy Metals Inc. Interim Consolidated Balance Sheets (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of US dollars ​ ​ ​ May 31, 2021 ​ ​ November 30, 2020 ​ ​ $ $ Assets ​ ​ ​ Current assets ​ ​ ​ Cash and cash equivalents ​ 8,449 ​ 11,125 ​ Accounts receivable (note 3) ​ 19 ​ 129 ​ Deposits and prepaid amounts ​ 702 ​ 184 ​ ​ ​ 9,170 ​ 11,438 ​ ​ ​ ​ ​ ​ ​ ​ Investment in Ambler Metals LLC (note 4) ​ 170,325 ​ ​ 173,145 ​ Fixed assets ​ 39 ​ 206 ​ Right of use asset (note 6 (a)) ​ 559 ​ ​ 476 ​ ​ ​ 180,093 ​ 185,265 ​ Liabilities ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable and accrued liabilities (note 5) ​ 907 ​ 888 ​ Current portion of lease liability ​ 179 ​ ​ 158 ​ ​ ​ 1,086 ​ 1,046 ​ ​ ​ ​ ​ ​ ​ ​ Long-term portion of lease liability (note 6 (b)) ​ 347 ​ ​ 408 ​ ​ ​ 1,433 ​ 1,454 ​ Shareholders’ equity ​ ​ ​ Share capital (note 7) – unlimited common shares authorized, no par value Issued – 144,446,485 ( 2020 – 144,137,850 ) ​ 180,388 ​ 179,746 ​ Contributed surplus ​ 122 ​ 122 ​ Contributed surplus – options (note 7(a)) ​ 25,367 ​ 23,303 ​ Contributed surplus – units (note 7(b)) ​ 1,657 ​ 1,585 ​ Deficit ​ ( 28,874 ) ​ ( 20,945 ) ​ ​ ​ 178,660 ​ 183,811 ​ ​ ​ 180,093 ​ 185,265 ​ Commitments (note 9) (See accompanying notes to the interim consolidated financial statements) /s/ Tony Giardini, President, CEO and Director /s/ Kalidas Madhavpeddi, Director Approved on behalf of the Board of Directors ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 3 ​ Table of contents ` Trilogy Metals Inc. Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss ) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of US dollars, except share and per share amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the six months ended ​ ​ May 31, 2021 May 31, 2020 May 31, 2021 ​ May 31, 2020 ​ $ $ $ $ ​ Expenses ​ ​ ​ ​ ​ ​ ​ Amortization ​ ​ 50 ​ ​ 42 ​ ​ 104 ​ 144 ​ Feasibility study (note 4(a)) ​ ​ — ​ ​ 742 ​ ​ — ​ ​ 742 ​ Foreign exchange loss (gain) ​ ​ 40 ​ ​ ( 16 ) ​ ​ 75 ​ 7 ​ General and administrative ​ ​ 306 ​ ​ 407 ​ ​ 669 ​ 998 ​ Investor relations ​ ​ 116 ​ ​ 101 ​ ​ 270 ​ 227 ​ Mineral properties expense ​ ​ — ​ ​ — ​ ​ — ​ 1,545 ​ Professional fees ​ ​ 275 ​ ​ 198 ​ ​ 504 ​ 866 ​ Salaries ​ ​ 407 ​ ​ 226 ​ ​ 846 ​ 450 ​ Salaries – stock-based compensation ​ ​ 524 ​ ​ 770 ​ ​ 2,672 ​ 1,966 ​ Total expenses ​ ​ 1,718 ​ 2,470 ​ ​ 5,140 ​ 6,945 ​ Other items ​ ​ ​ ​ ​ ​ ​ Share of loss on equity investment (note 4(b)) ​ ​ 1,700 ​ ​ 561 ​ ​ 2,820 ​ ​ 739 ​ Interest and other income ​ ​ ( 5 ) ​ ​ ( 12 ) ​ ​ ( 9 ) ​ ( 74 ) ​ Services agreement income (note 4(e)) ​ ​ — ​ ​ ( 17 ) ​ ​ ( 22 ) ​ ( 17 ) ​ Gain on derecognition of assets contributed to joint venture (note 4(a)) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 175,770 ) ​ Comprehensive (loss) earnings for the period ​ ​ ( 3,413 ) ​ ( 3,002 ) ​ ​ ( 7,929 ) ​ 168,177 ​ Basic (loss) earnings per common share ​ ​ ( 0.02 ) ​ ​ ( 0.02 ) ​ ​ ( 0.05 ) ​ ​ 1.20 ​ Diluted (loss) earnings per common share ​ ​ ( 0.02 ) ​ ​ ( 0.02 ) ​ ​ ( 0.05 ) ​ ​ 1.13 ​ Basic weighted average number of common shares outstanding ​ ​ 144,428,511 ​ ​ 140,785,082 ​ ​ 144,297,644 ​ ​ 140,701,337 ​ Diluted weighted average number of common shares outstanding ​ ​ 144,428,511 ​ ​ 140,785,082 ​ ​ 144,297,644 ​ ​ 148,705,482 ​ (See accompanying notes to the interim consolidated financial statements) ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 4 ​ Table of contents Trilogy Metals Inc. Interim Consolidated Statements of Changes in Shareholders’ Equity (unaudited) in thousands of US dollars, except share amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contributed ​ ​ Contributed ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ Contributed ​ ​ surplus – ​ ​ surplus – ​ ​ ​ ​ ​ shareholders’ ​ ​ Number of shares ​ ​ Share capital ​ ​ surplus ​ ​ options ​ ​ units ​ ​ Deficit ​ ​ equity ​ ​ outstanding $ $ $ $ $ $ Balance – November 30, 2019 140,427,761 ​ ​ 177,971 ​ ​ 122 ​ 21,123 ​ 1,759 ​ ( 182,712 ) ​ ​ 18,263 ​ Exercise of options 19,514 ​ ​ 6 ​ ​ — ​ ( 6 ) ​ — ​ — ​ ​ — ​ Restricted Share Units 212,501 ​ ​ 330 ​ ​ — ​ ​ — ​ ​ ( 330 ) ​ ​ — ​ ​ — ​ Stock-based compensation — ​ ​ — ​ ​ — ​ ​ 1,155 ​ ​ 41 ​ ​ — ​ ​ 1,196 ​ Earnings for the period — ​ ​ — ​ ​ — ​ — ​ — ​ 171,179 ​ ​ 171,179 ​ Balance – February 29, 2020 140,659,776 ​ ​ 178,307 ​ ​ 122 ​ 22,272 ​ 1,470 ​ ( 11,533 ) ​ ​ 190,638 ​ Exercise of options ​ 63,110 ​ ​ 31 ​ ​ — ​ ​ ( 31 ) ​ ​ — ​ ​ — ​ ​ — ​ Restricted Share Units ​ 200,000 ​ ​ 312 ​ ​ — ​ ​ — ​ ​ ( 312 ) ​ ​ — ​ ​ — ​ Stock-based compensation ​ — ​ ​ — ​ ​ — ​ ​ 420 ​ ​ 350 ​ ​ — ​ ​ 770 ​ Loss for the period ​ — ​ ​ — ​ ​ — ​ — ​ — ​ ( 3,002 ) ​ ​ ( 3,002 ) ​ Balance – May 31, 2020 ​ 140,922,886 ​ ​ 178,650 ​ ​ 122 ​ ​ 22,661 ​ ​ 1,508 ​ ​ ( 14,535 ) ​ ​ 188,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance – November 30, 2020 ​ 144,137,850 ​ ​ 179,746 ​ ​ 122 ​ ​ 23,303 ​ ​ 1,585 ​ ​ ( 20,945 ) ​ ​ 183,811 ​ Exercise of options 76,635 ​ ​ 334 ​ ​ — ​ ( 334 ) ​ — ​ — ​ ​ — ​ Stock-based compensation — ​ ​ — ​ ​ — ​ 2,112 ​ 36 ​ — ​ ​ 2,148 ​ Loss for the period ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,516 ) ​ ​ ( 4,516 ) ​ Balance – February 28, 2021 ​ 144,214,485 ​ ​ 180,080 ​ ​ 122 ​ ​ 25,081 ​ ​ 1,621 ​ ​ ( 25,461 ) ​ ​ 181,443 ​ Exercise of options ​ 232,000 ​ ​ 308 ​ ​ — ​ ​ ( 202 ) ​ ​ — ​ ​ — ​ ​ 106 ​ Stock-based compensation ​ — ​ ​ — ​ ​ — ​ ​ 488 ​ ​ 36 ​ ​ — ​ ​ 524 ​ Loss for the period — ​ ​ — ​ ​ — ​ — ​ — ​ ( 3,413 ) ​ ​ ( 3,413 ) ​ Balance – May 31, 2021 144,446,485 ​ ​ 180,388 ​ ​ 122 ​ 25,367 ​ 1,657 ​ ( 28,874 ) ​ ​ 178,660 ​ (See accompanying notes to the interim consolidated financial statements) ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 5 ​ Table of contents Trilogy Metals Inc. Interim Consolidated Statements of Cash Flows (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of US dollars ​ ​ For the six months ended ​ ​ May 31, 2021 ​ ​ May 31, 2020 ​ ​ $ ​ $ ​ Cash flows used in operating activities ​ ​ ​ ​ (Loss) earnings for the period ​ ( 7,929 ) ​ ​ 168,177 ​ Adjustments to reconcile net loss to cash flows in operating activities ​ ​ ​ ​ ​ Amortization ​ 104 ​ ​ 144 ​ Office lease accounting ​ ( 98 ) ​ ​ ​ ( 97 ) ​ 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)) ​ 2,820 ​ ​ ​ 739 ​ Unrealized foreign exchange loss ​ 35 ​ ​ 11 ​ Stock-based compensation ​ 2,672 ​ ​ 1,966 ​ Net change in non-cash working capital ​ ​ ​ ​ ​ Decrease (increase) in accounts receivable ​ 110 ​ ​ ( 435 ) ​ Decrease (increase) in deposits and prepaid amounts ​ ( 518 ) ​ ​ 246 ​ (Decrease) in accounts payable and accrued liabilities ​ 19 ​ ​ ( 1,815 ) ​ ​ ​ ( 2,785 ) ​ ​ ( 6,816 ) ​ Cash flows from financing activities ​ ​ ​ ​ Proceeds from exercise of options ​ 106 ​ ​ ​ — ​ ​ ​ 106 ​ ​ — ​ Decrease in cash from operating activities ​ ( 2,679 ) ​ ​ ( 6,816 ) ​ Effect of exchange rate on cash and cash equivalents ​ 3 ​ ​ ( 15 ) ​ Cash and cash equivalents – beginning of year ​ 11,125 ​ ​ 19,174 ​ Cash and cash equivalents – end of the period ​ 8,449 ​ ​ 12,343 ​ (See accompanying notes to the interim consolidated financial statements) ​ ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 6 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements 1) Nature of operations Trilogy Metals Inc. (“Trilogy” or the “Company”) 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 (see 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”). 2) Summary of significant accounting policies Basis of presentation These interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned 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 CAD$ refer to amounts in Canadian dollars. The unaudited interim consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of May 31, 2021 and our results of operations and cash flows for the six months ended May 31, 2021 and May 31, 2020. The results of operations for the six months ended May 31, 2021 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2021. As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these unaudited interim consolidated financial statements should be read in conjunction with the annual financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2020, filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 12, 2021. These interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on July 6, 2021. 3) Accounts receivable ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ May 31, 2021 ​ ​ November 30, 2020 ​ ​ $ $ ​ GST input tax credits ​ 19 ​ 15 ​ Ambler Metals LLC ​ — ​ 114 ​ Accounts receivable ​ 19 ​ 129 ​ ​ The balance due from Ambler Metals LLC (see note 4 below) consisted of services rendered by Trilogy and reimbursements for invoices paid by Trilogy on behalf of Ambler Metals LLC per a service agreement. 4) Equity method investment (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 ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 7 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements phase, Trilogy was paying all of Ambler Metals LLC’s invoices and being reimbursed pursuant to a services agreement (the “Services Agreement”) between Trilogy and Ambler Metals LLC until the back office was fully transitioned to a new permanent 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 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, as at May 31, 2021, totaled $ 170 million. The following table summarizes the gain on derecognition 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 ​ ​ No additional mineral properties expenses were incurred subsequent to February 11, 2020 as upon the formation of the joint venture with South 32, all mineral properties previously held by the Company were contributed to Ambler Metals LLC. 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 six-month period ended May 31, 2020. (b) Carrying value of equity method investment 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 comprehensive loss of $ 3.4 million for the three-month period ending May 31, 2021 (2020 - $ 1.1 million) and $ 5.6 million for the six-month period ending May 31, 2021 (2020 - $ 1.5 million). The carrying value of Trilogy’s 50 % investment in Ambler Metals LLC as at May 31, 2021 is summarized on the following table. ​ ​ ​ ​ ​ ​ in thousands of dollars ​ $ ​ November 30, 2020, investment in Ambler Metals LLC ​ 173,145 ​ Share of loss on equity investment for the six-month period ending May 31, 2021 ​ ( 2,820 ) ​ May 31, 2021, investment in Ambler Metals LLC ​ 170,325 ​ ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 8 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements (c) The following table summarizes Ambler Metals LLC's Balance Sheet as at May 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ May 31, 2021 ​ ​ November 30, 2020 ​ ​ $ ​ ​ $ ​ Current assets: Cash, deposits and prepaid expenses ​ 77,156 ​ ​ 82,226 ​ Non - current assets: Property, equipment and mineral properties ​ 32,078 ​ ​ 31,287 ​ Loan receivable from South32 ​ 57,959 ​ ​ 58,478 ​ Current liabilities: Accounts payable and accrued liabilities ​ ( 1,555 ) ​ ​ ( 1,445 ) ​ Non - current liabilities: Lease obligation ​ ( 782 ) ​ ​ ( 51 ) ​ Net assets ​ 164,856 ​ ​ 170,495 ​ ​ (d) The following table summarizes Ambler Metals LLC's comprehensive loss for the three and six-month period ending May 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ Three months ending ​ ​ Six months ending ​ ​ ​ May 31, 2021 ​ ​ May 31, 2020 ​ ​ May 31, 2021 ​ ​ May 31, 2020 ​ ​ $ $ $ $ Amortization ​ 17 ​ ​ 38 ​ ​ 33 ​ ​ 50 ​ Mineral properties expense ​ 2,570 ​ ​ 913 ​ ​ 3970 ​ ​ 1,080 ​ General and administrative expense ​ 1,088 ​ ​ 685 ​ ​ 2183 ​ ​ 904 ​ Interest income ​ ( 275 ) ​ ​ ( 514 ) ​ ​ ( 547 ) ​ ​ ( 557 ) ​ Comprehensive loss ​ 3,400 ​ ​ 1,122 ​ ​ 5,639 ​ ​ 1,477 ​ ​ ​ (e) Related party transactions - services agreement income The Company charged $ 22,151 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 $ 4,053 related to operating expenses paid on behalf of Ambler Metals during the three-month period ending February 28, 2021. There were no services provided to Ambler Metals during the three-month period ended May 31, 2021. ​ ​ 5) Accounts payable and accrued liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ May 31, 2021 ​ ​ November 30, 2020 ​ ​ $ $ Trade accounts payable ​ 603 ​ ​ 226 ​ Accrued liabilities 189 ​ 198 ​ Accrued salaries and vacation 115 ​ 464 ​ Accounts payable and accrued liabilities 907 ​ 888 ​ ​ ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 9 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements 6) Leases (a) Right-of-use asset ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ $ ​ ASC transition as at December 1, 2019 ​ 872 ​ Net amortization ​ ( 147 ) ​ Derecognition of Fairbanks warehouse lease ​ ( 93 ) ​ Balance as at November 30, 2020 ​ 632 ​ Net amortization ​ ( 73 ) ​ Balance as at May 31, 2021 ​ 559 ​ ​ (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. Total lease expense recorded within general and administrative expenses was comprised of the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ Six months ended ​ ​ Six months ended ​ ​ ​ May 31, 2021 ​ ​ May 31, 2020 ​ ​ $ ​ ​ $ ​ Operating lease costs ​ 93 ​ ​ 86 ​ Variable lease costs ​ 50 ​ ​ 64 ​ Total lease expense ​ 143 ​ ​ 150 ​ ​ 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 May 31, 2021, the weighted-average remaining lease term is 3 years and the weighted-average 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 six months ended May 31, 2021 are as follows: ● Cash paid for amounts included in the measurement of lease liabilities was $ 98,359 . ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 10 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements Future minimum payments relating to the lease recognized in our balance sheet as of May 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ May 31, 2021 Fiscal year $ 2021 106 ​ 2022 217 ​ 2023 223 ​ 2024 36 ​ Total undiscounted lease payments 582 ​ Effect of discounting ( 56 ) ​ Present value of lease payments recognized as lease liability 526 ​ ​ ​ 7) Share capital Authorized: unlimited common shares, no par value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars, except share amounts ​ ​ ​ Number of shares ​ ​ Ascribed value ​ ​ ​ $ 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 144,137,850 ​ ​ 179,746 ​ Exercise of options ​ 308,635 ​ ​ 642 ​ May 31, 2021, issued and outstanding ​ 144,446,485 ​ ​ 180,388 ​ ​ (a) Stock options During the six-month period ended May 31, 2021, the Company granted 3,374,150 options (2020 - 2,325,000 options) at a weighted-average exercise price of CAD$ 2.52 (2020 - CAD$ 2.93 ) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period. The weighted-average fair value attributable to options granted in the period was $ 0.84 (2020 - $ 0.96 ). For the six-month period ended May 31, 2021, Trilogy recognized a stock-based compensation charge of $ 2.60 million (2020 – $ 1.58 million) for options granted to directors, employees and service providers, net of estimated forfeitures. The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model. ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 11 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements Assumptions used in the pricing model for the six-month period ended May 31, 2021 are as provided below. ​ ​ ​ ​ ​ May 31, 2021 Risk-free interest rates 0.31 % Exercise price 1.98 Expected life 3 years Expected volatility 64.4 % Expected dividends Nil ​ As of May 31, 2021, there were 3,176,337 non-vested options outstanding with a weighted average exercise price of CAD$ 2.63 ; the non-vested stock option expense not yet recognized was $ 1.17 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 six-month period ended May 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 31, 2021 ​ ​ ​ ​ ​ ​ Weighted average ​ ​ ​ ​ ​ ​ exercise price ​ ​ Number of options $ Balance – beginning of the year 8,647,500 ​ ​ 1.84 ​ Granted 3,374,150 ​ ​ 2.09 ​ Exercised ( 767,000 ) ​ ​ 1.67 ​ Cancelled ( 131,334 ) ​ ​ 2.52 ​ Balance – end of the period 11,123,316 ​ ​ 2.03 ​ ​ The following table summarizes information about the stock options outstanding at May 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ Exercisable ​ ​ Unvested ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Number of ​ ​ Weighted ​ ​ average ​ ​ Number of ​ ​ average ​ ​ Number of ​ ​ outstanding ​ ​ average years ​ ​ exercise price ​ ​ exercisable ​ ​ exercise price ​ ​ unvested ​ Range of exercise price options to expiry $ options $ options $ 0.58 to $ 1.00 1,440,000 ​ 1.09 ​ ​ 0.73 ​ ​ 1,440,000 ​ ​ 0.73 ​ ​ — ​ $ 1.01 to $ 1.50 75,000 ​ 1.56 ​ ​ 1.22 ​ ​ 75,000 ​ ​ 1.22 ​ ​ — ​ $ 1.50 to $ 2.00 865,000 ​ 3.48 ​ ​ 1.96 ​ ​ 865,000 ​ ​ 1.96 ​ ​ — ​ $ 2.01 to $ 2.50 8,705,816 ​ 3.87 ​ ​ 2.25 ​ ​ 5,529,479 ​ ​ 2.29 ​ ​ 3,176,337 ​ $ 2.51 to $ 3.00 ​ 37,500 ​ ​ 2.97 ​ ​ 2.82 ​ ​ 37,500 ​ ​ 2.82 ​ ​ — ​ ​ ​ 11,123,316 ​ ​ 3.46 ​ ​ 2.03 ​ ​ 7,946,979 ​ ​ 1.97 ​ ​ 3,176,337 ​ ​ The aggregate intrinsic value of vested share options (the market value less the exercise price) at May 31, 2021 was $ 6.8 million (2020 - $ 8.3 million) and the aggregate intrinsic value of exercised options for the six months ended May 31, 2021 was $ 0.71 million (2020 - $ 0.18 million). (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. Awards under the RSU Plan and DSU Plan may be settled in cash and/or common shares of the Company at the Company’s election with each restricted share unit ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 12 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company or equivalent value. All units are accounted for as equity-settled awards. A summary of the Company’s unit plans and changes during the six-month period ended May 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ Number of DSUs Balance – beginning of the year 1,218,520 ​ Granted 35,406 ​ Balance – end of the period 1,253,926 ​ ​ For the six-month period ended May 31, 2021, Trilogy recognized a stock-based compensation charge of $ 0.07 million (2020- $ 0.39 million), net of estimated forfeitures. The Company did not issue any RSU grants during the six-month period ended May 31, 2021. As of May 31, 2021, there were no outstanding RSU grants. 8) Financial instruments The Company is exposed to a variety of risks arising from financial instruments. These risks and management’s objectives, policies and procedures for managing these risks are disclosed as follows. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. Financial risk management The Company’s activities expose it to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk. (a) Currency risk Currency risk is the risk of a fluctuation in financial asset and liability settlement amounts due to a change in foreign exchange rates. The Company operates in the United States and Canada. The Company’s exposure to currency risk at May 31, 2021 is limited to the Canadian dollar balances consisting of cash of approximately CAD$ 123,000 , accounts receivable of approximately CAD$ 24,000 and accounts payable of approximately CAD$ 248,000 . 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 $ 8,000 . (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 accounts receivable consists of Canadian Goods and Services Tax receivable from the Federal Government of Canada and other receivables for recoverable expenses. The Company’s exposure to credit risk is equal to the balance of cash and cash equivalents and accounts receivable 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. ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 13 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements Contractually obligated undiscounted cash flow requirements as at May 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ Total < 1 Year 1–2 Years 2–5 Years Thereafter ​ ​ ​ $ ​ ​ $ ​ ​ $ ​ ​ $ ​ ​ $ ​ Accounts payable and accrued liabilities 907 ​ 907 ​ — ​ ​ — ​ ​ — ​ Office lease 582 ​ ​ 213 ​ ​ 369 ​ ​ — ​ ​ — ​ 1,489 ​ 1,120 ​ 369 ​ ​ — ​ ​ — ​ ​ (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 and cash equivalents. Based on balances as at May 31, 2021, a 1 % change in interest rates would result in a $ 200 change in net loss, assuming all other variables remain constant. 9) Commitment The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 6(b) above. ​ ​ ​ ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2021 14 ​ Table of contents