What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-11 compared with 2021-02-12 · 95 added, 165 removed, 275 unchanged (49% of the section changed)

17 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

28 unchanged sentences

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 271)

Consolidated Balance Sheets

49 unchanged sentences

Employment Agreement, dated November 5, 2012, between the Company and Elaine Sanders (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10-K filed on February 12, 2013)

Equity Incentive Plan for Ambler Metals LLC Officers and Employees (incorporated by reference to the Revised Appendix D to the Company’s proxy statement filed April 30, 2021)

Subsidiaries of the Registrant

1 unchanged sentence

Consent of Richard Gosse

Consent of BD Resource Consulting, Inc.

Consent of Bruce M.

Consent of SIM Geological Inc.

12 unchanged sentences

Schedule A – The Financial Statement of Ambler Metals LLC as of November 30, 2021.

FORM 10-K SUMMARY

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Ambler Metals LLC (the Company) as of November 30, 2020 and the related statement of loss and comprehensive loss, changes in members’ equity and cash flows for the period from February 11, 2020 to November 30, 2020 including the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and the results of its operations and its cash flows for the period from February 11, 2020 to November 30, 2020 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Ambler Metals LLC (the Company) as of November 30, 2021 and 2020, and the related statements of loss and comprehensive loss, changes in members’ equity and cash flows for the year ended November 30, 2021 and for the period from February 11, 2020 to November 30, 2020, including the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2021 and 2020, and the results of its operations and its cash flows for the year ended November 30, 2021 and for the period from February 11, 2020 to November 30, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB.

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

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

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

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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

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

Assessment of impairment indicators of mineral properties

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

The carrying value of the Company’s mineral properties was $30.8 million as of November 30, 2021.

Management applies judgment to assess whether events or changes in circumstances indicate the carrying value of an asset may not be recoverable, giving rise to the requirement to conduct an impairment test.

Events or changes in circumstances that could trigger an impairment test include (i) significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices, or significant adverse changes in

legal factors, (ii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the mineral properties, and (iii) significant decreases in the market prices of the mineral properties.

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

(i) significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices, or significant adverse changes in legal factors, (ii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or con struction of the mineral properties, and (iii) significant decreases in the market prices of the mineral properties.

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

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

These procedures included, among others, (i) evaluating whether there were significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices by considering external market and industry data, (ii) evaluating whether there were significant adverse changes in legal factors with respect to title matters by obtaining on a sample basis evidence to support the rights to the mineral properties, (iii) evaluating whether there were significant decreases in the market prices of the mineral properties by considering prolonged declines in Trilogy Metals Inc.’s share price, and (iv) evaluating whether there was an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the mineral properties, or other factors that may indicate that the carrying values of the mineral properties may not be recoverable, through consideration of evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

5 unchanged sentences

Balance Sheet

As of November 30, 2020

in thousands of US dollars

November 30, 2020

Current assets

Cash (note 3)

Deposits and prepaid

Total current assets

Right of use asset (note 7)

Loan receivable

Property, plant and equipment (note 4)

Mineral properties (note 5)

Current liabilities

Accounts payable (note 6,8)

Accrued liabilities (note 6)

Lease liabilities (note 7)

Total liabilities

Members ’ equity

Owner contribution – South32

Owner contribution – Trilogy

Total Members ’ equity

Total liabilities and members ’ equity

Subsequent events (note 12)

As of November 30, 2021 and 2020

(See accompanying notes to the financial statements)

1 unchanged sentence

Statement of Loss and Comprehensive Loss

For the Period February 11, 2020 to November 30, 2020

in thousands of US dollars

Corporate salaries and wages

General and administrative

Lease expense

Mineral property expense (note 5)

Professional fees

Foreign exchange loss

Total expenses

Interest income

Loss and comprehensive loss for the period

For the Years Ended November 30

(See accompanying notes to the financial statements)

1 unchanged sentence

Statement of Changes in Members’ Equity

For Period Feb 11, 2020 to November 30, 2020

in thousands of US dollars

Owner contributions

Loss for the period

Balance – 2020

(See accompanying notes to the financial statements)

For the Years Ended November 30

Ambler Metals LLC

Statement of Cash Flows

For the Period February 11, 2020 to November 30, 2020

in thousands of US dollars

Cash flows used in operating activities

Loss for the period

Items not affecting cash

Interest earned on South32 loan

Change in working capital

Decrease (increase) in deposits and prepaids

Decrease (increase) in other assets

Increase (decrease) in accounts payable and accrued liabilities

Cash flows from (used in) financing activities

Cash contributed by South32 upon JV formation

Cash flows from (used in) investing activities

Loan issued to South32

Property staking

Purchase of office equipment

(Decrease) increase in cash

Cash – beginning of period

Cash – end of period

For the Years Ended November 30

(See accompanying notes to the financial statements)

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On February 11, 2020, pursuant to a contribution agreement among Trilogy, South32 and the Company (the “Contribution Agreement”), Trilogy contributed to the Company substantially all of Trilogy’s assets associated with the Upper Kobuk Mineral Projects ("UKMP") located in northwest Alaska in exchange for a 50% membership interest in the Company.

Simultaneously, South32 contributed US$145 million cash in exchange for a 50% membership interest in the Company.

Simultaneously, South32 contributed $145 million cash in exchange for a 50% membership interest in the Company.

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

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Respective contributions to the Joint Venture

in thousands of US dollars

Net intangible assets:

Mining rights

Trilogy contributed net intangible assets

Net tangible assets:

Property, plant and equipment

Trilogy contributed net tangible assets

South32 contributed cash

Total capital contributed at inception

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

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

The loan has as a 7-year maturity date and is recorded at amortized cost.

Ambler Metals LLC

2 unchanged sentences

dollars, unless otherwise noted

a wholly owned subsidiary of South32.

The loan has a 7-year maturity date and is recorded at amortized cost.

The loan repayment terms were such that quarterly payments became due from South32 in 2021 and management expects continued quarterly payments in 2022 based on forecasted expenditures.

See note 8 for additional information.

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

3 unchanged sentences

Property, plant and equipment

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

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

Amortization periods by asset class are:

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

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

Depreciation periods by asset class are:

Computer hardware and software

8 unchanged sentences

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

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

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

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

Operating leases are included in Right of use assets and Lease liabilities in our Balance Sheet.

Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Lease liabilities in our Balance Sheet.

Ambler Metals LLC

2 unchanged sentences

dollars, unless otherwise noted

Impairment testing

Management applies judgment to assess mineral properties and property, plant and equipment for impairment indicators that could give rise to the requirement to conduct a formal impairment test.

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

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

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

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

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

9 unchanged sentences

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

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

Individual receivables are written off when management deem them to be uncollectible.

Further details on credit risk are disclosed in note 9.

Other financial liabilities include accounts payable and accrued liabilities.

Translation of foreign currencies

Foreign denominated monetary assets and liabilities are translated into United States dollars at the exchange rate in effect at the balance sheet date, and non-monetary assets and liabilities at the exchange rate in effect at the time of acquisition or issue.

Income and expenses are translated at rates approximating the exchange rate in effect at the time of transactions.

Exchange gains or losses arising on translation are included in income or loss for the period.

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

As of November 30, 2020, included in cash is $88,973 (CDN$118,573) denominated in Canadian dollars and $81,583,624 denominated in United States dollars.

Ambler Metals LLC

2 unchanged sentences

dollars, unless otherwise noted

acquisition or issue.

Income and expenses are translated at rates approximating the exchange rate in effect at the time of transactions.

Exchange gains or losses arising on translation are included in income or loss for the period.

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

As of November 30, 2021, included in cash is $0.2 million denominated in Canadian dollars and $61 million denominated in United States dollars.

Property, plant and equipment

A summary of property, plant and equipment as of November 30, 2020, is as follows:

in thousands of US dollars

Machinery and equipment

Computer hardware and software

A summary of property, plant and equipment as of November 30, 2021 and November 30, 2020, is as follows:

Mineral properties

in thousands of US dollars

February 11, 2020

Acquisition costs

November 30, 2020

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

The Ambler lands are subject to a 1% net smelter return (“NSR”) royalty that can be purchased at any time for a onetime payment of $10.0 million.

Mineral property costs of $118,157 were added to the Ambler land holdings during the period ended November 30, 2020.

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

Ambler Metals LLC

Notes to financial statements

expressed in U.S.

dollars, unless otherwise noted

Mineral property acquisition costs of $118 thousand and $52 thousand were added to the Ambler land holdings during the period ended November 30, 2020 and November 30, 2021, respectively.

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

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

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 Ambler Metals LLC has recovered certain historical costs, including capital and cost of capital.

Upon a decision to proceed with construction of a mine on the Ambler or Bornite 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 Ambler Metals LLC has recovered certain historical costs, including capital and cost of capital.

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

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) Mineral properties expense

The following table summarizes mineral properties expense incurred November 30, 2021 and November 30, 2020, respectively.

Prior year Ambler Access Project expense of $261 thousand was previously classified as general and administrative expense and was reclassed to mineral properties to reflect current year presentation.

Ambler Metals LLC

2 unchanged sentences

dollars, unless otherwise noted

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

c) Mineral properties expense

The following table summarizes mineral properties expense incurred from February 11, 2020 to the period ended November 30, 2020:

in thousands of US dollars

Environmental

Geochemistry and geophysics

Land and permitting

Project support

Wages and benefits

Mineral property expense

Accounts payable and accrued liabilities

in thousands of US dollars

November 30, 2020

Accounts payable

Accrued demobilization charges

Accrued salaries and vacation

Due to related parties

Other accrued liabilities

Accounts payable and accrued liabilities

(a) Right-of-use asset

in thousands of US dollars

November 30, 2020

Recognition of Fairbanks warehouse lease

(a) Right of use assets

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

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

The Company’s lease arrangement for a previously recognized warehouse in Fairbanks, Alaska ended in October 2021.

Total lease expense recorded was comprised of operating lease costs of $261 thousand, variable lease costs of $nil and property taxes of $15 thousand.

As of November 30, 2021, the remaining lease term was 49 months for the headquarters office and 32 months for the warehouse.

Supplemental cash and non-cash information relating to our leases during the year ended November 30, 2021 are as follows:

● Cash paid for amounts included in the measurement of lease liabilities was $243 thousand.

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

Ambler Metals LLC

2 unchanged sentences

dollars, unless otherwise noted

The Company’s lease arrangement for warehouse space ends in October 2021.

Total lease expense recorded was comprised of operating lease costs of $48,015 and variable lease costs of $nil.

As of November 30, 2020, the remaining lease term was 11 months.

Supplemental cash and non-cash information relating to our leases during the period ended November 30, 2020 are as follows:

● Cash paid for amounts included in the measurement of lease liabilities was $48,080.

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

Future minimum payments relating to the lease recognized in our balance sheet as of November 30, 2021 are as follows:

in thousands of US dollars

November 30, 2020

Total undiscounted lease payments

Effects of discounting

Present value of lease payments recognized as lease liability

Related party transactions

The Company incurred $931,897 of expenses related to employee compensation, payroll processing fees, office supplies, and accounting services in connection with the Services Agreement between Trilogy and the Company dated February 18, 2020 (“Services Agreement”).

In addition, the Company made payments of $2,771,515 related to operating expenses paid by Trilogy and reimbursed by the Company pursuant to the Services Agreement.

As of November 30, 2020, included in accounts payable is s $114,303 due to Trilogy.

During the period ended November 30, 2020, the Company loaned $57.5 million to South32 and earned interest of $978,383 on the loan.

The Company’s Service Agreement between Trilogy and the Company dated February 18, 2020 (“Services Agreement”) ended December 31, 2020 with minimal expenses for the year ended November 30, 2021.

For the year ended November 30, 2020, the Company incurred $932 thousand of expenses related to employee compensation, payroll processing fees, office supplies, and accounting services in connection with the Services Agreement and the Company made payments of $2,772 thousand related to operating expenses paid by Trilogy and reimbursed by the Company pursuant to the Services Agreement.

As of November 30, 2021, included in accounts payable owed to Trilogy and South32 is $nil and as of November 30, 2020, is $114 thousand due to Trilogy.

For the year ended November 30, 2021, the Company earned interest of $1 million ($1 million for November 30, 2020), from the loan to South32 and received payments on the loan of $4.2 million, of which, $1.9 million applied to interest and $2.3 million applied to principal.

Financial risk management

2 unchanged sentences

The Company operates in the United States and holds a bank account denominated in Canadian currency to facilitate payments to Canadian vendors, as necessary.

The Company’s exposure to the currency risk at November 30, 2020 is limited to the Canadian dollar balances consisting of cash of CDN$118,573 and accounts payable of CDN$181,461.

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 $5,107.

Ambler Metals LLC

Notes to financial statements

expressed in U.S.

dollars, unless otherwise noted

The Company’s exposure to the currency risk at November 30, 2021 is limited to the Canadian dollar balances consisting of cash of CDN $252 thousand and accounts payable of CDN $75 thousand.

Based on a 10% change in the US-Canadian exchange rate, assuming all other variables remain constant, the Company’s net change would be approximately $14 thousand.

(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 with US Chartered financial institutions.

The Company holds cash with a financial institution that is federally insured through FDIC.

The Company’s receivables consist of a loan receivable from South32.

The Company’s exposure to credit risk is equal to the balance of cash and loan receivables recorded in the financial statements.

Ambler Metals LLC

Notes to financial statements

expressed in U.S.

dollars, unless otherwise noted

2 unchanged sentences

therefore, the Company manages liquidity risk through the terms of the LLC Agreement.

Contractually obligated cash flow requirements as at November 30, 2020 are as follows.

in thousands of US dollars

Accounts payable and accrued liabilities

Warehouse lease

Contractually obligated cash flow requirements as of November 30, 2021 are as follows:

(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.

Based on cash balances as at November 30, 2020, a 1% change interest rates would result in a change in a net loss of $800,000 assuming all other variables remain constant.

The Company is exposed to interest rate risk with respect to interest earned on cash and the loan receivable from South32.

Based on cash balances as of November 30, 2021, a 1% change in interest rates would result in a negligible change in cash, over a 12-month period, 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;

1 unchanged sentence

Commitments and contingencies

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

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

Members’ equity

2 unchanged sentences

The Company is authorized to establish a capital account for each member equal to that member’s initial capital contribution, represented by Units.

The Units are voting and subject to transfer restrictions as defined in the LLC

Ambler Metals LLC

Notes to financial statements

expressed in U.S.

dollars, unless otherwise noted

As of November 30, 2020, the Company has 2 million Units, with each of South32 and Trilogy owning 1 million Units each, in exchange for the contributions made to the Company at inception.

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

As of November 30, 2021 and 2020, the Company had 2 million Units, with each of South32 and Trilogy owning 1 million Units each, in exchange for the contributions made to the Company at inception.

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

Any such transfer is subject to the satisfaction of certain conditions, and the relevant purchase price is determined pursuant to specific formulas, all as set forth in the LLC Agreement.

Subsequent events

The Company has evaluated subsequent events to February 10, 2021, which is the date the financial statements were available to be issued.

In December 2020, the Company executed a lease arrangement for office space ending December 2025 for its new Anchorage office space.

Future minimum payments relating to this lease are approximately $920,655.

In February 2021, the Company and the Alaska Industrial Development and Export Authority (“AIDEA”) entered into a Funding Agreement to which the Company agrees to reimburse AIDEA for fifty percent (50%) of the direct costs for certain pre-construction activities of the Ambler Access Project over the next three to four years, up to $35 million.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

34 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures