What changed in this filing

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Item 1. Business

2023-02-14 compared with 2022-02-11 · 32 added, 29 removed, 168 unchanged (27% of the section changed)

Our principal business is the exploration and development of the Upper Kobuk Mineral Projects (“Upper Kobuk Mineral Projects” or “UKMP” or “UKMP Projects”) located in the Ambler mining district in Northwest Alaska, United States.

The Upper Kobuk Mineral Projects are held by Ambler Metals LLC (“Ambler Metals”), a limited liability company owned equally by Trilogy and South32 Limited (“South32”) (as defined below), and is comprised of the (i) Arctic Project, which contains a high-grade polymetallic volcanogenic massive sulfide (“VMS”) deposit (“Arctic Project”);

The Upper Kobuk Mineral Projects are held by Ambler Metals LLC (“Ambler Metals”), a limited liability company owned equally by Trilogy and South32 Limited, and is comprised of the (i) Arctic Project, which contains a high-grade polymetallic volcanogenic massive sulfide (“VMS”) deposit (“Arctic Project”);

and (ii) Bornite Project, which contains a carbonate-hosted copper - cobalt deposit (“Bornite Project”).

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Each of Trilogy and South32 hold a 50% interest in Ambler Metals.

All mineral resources and mineral reserve estimates with respect to the Arctic Project and Bornite Project that are disclosed in this Annual Report on Form 10-K are reported on a 100% basis.

All mineral resources and mineral reserve estimates with respect to the Arctic Project and Bornite Project that are disclosed in this Annual Report on Form 10-K are reported on a 100% basis unless otherwise noted.

See “ Significant Developments in 2020 ”.

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Our business strategy is focused on creating value for stakeholders through our ownership and advancement of the Arctic Project and exploration and advancement of the Bornite Project with our joint venture partner, South32, and through the pursuit of similarly attractive mining projects.

● advance the Arctic Project towards development with key activities including increased definition of the NI 43-101 mineral resources and reserves contained in the Arctic FS (as defined below), additional metallurgical and geotechnical studies and the advancement of baseline environmental studies;

● advance the Arctic Project towards development with key activities including increased definition of the NI 43-101 mineral resources and reserves contained in the Arctic FS, additional metallurgical and geotechnical studies and the advancement of baseline environmental studies;

● advance exploration in the Ambler mining district and, in particular, at the Bornite Project, pursuant to the NANA Agreement (as more particularly described under “ History of Trilogy – Agreement with NANA Regional Corporation ”) through resource development and initial technical studies;

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Significant Developments in 2022

● On January 6, 2021, the United States Bureau of Land Management (“BLM”), the National Park Service (“NPS”) and the AIDEA signed Right-of-Way agreements giving AIDEA the ability to cross federally owned and managed lands along the route for the Ambler Road Project approved in the Joint Record of Decision.

● On January 11, 2022, the Company announced the 2022 program and budget of approximately $28.5 million for the advancement of the Upper Kobuk Mineral Projects (“UKMP”) located in Northwestern Alaska.

The budget is 100% funded by Ambler Metals.

● On January 20, 2022, the Company announced an updated mineral resource for the Bornite Project.

● On February 7, 2022, the Company announced that the AIDEA had formally approved the proposed plan and budget for the 2022 summer field season activities and services of up to $30.8 million for the Ambler Access Project.

The cost will be shared 50/50 by AIDEA and Ambler Metals.

● On February 23, 2022, the Company announced that the United States Department of the Interior (“DOI”) filed a motion to remand the Final Environmental Impact Statement (“FEIS”) and suspend the right-of-way permits issued to AIDEA for the Ambler Access Project.

The DOI has stated that the suspension of the road permits will allow it to carry out additional supplemental work on the FEIS.

The motion also indicated that the DOI has requested that the lawsuits filed against the DOI by a coalition of national and Alaska environmental non-government organizations be suspended.

The lawsuits had been filed in response to the United States Bureau of Land Management’s (“BLM”) issuance of the Joint Record of Decision (“JROD”), that authorized a right-of-way across federally managed lands for AIDEA and the AAP.

● On June 8, 2022, the Company announced that Ambler Metals had commenced mobilization for the upcoming exploration field program at the UKMP.

● On September 21, 2022, the Company announced that the BLM had published in the Federal Register a Notice of Intent (“NOI”) that it will prepare a Supplemental Environmental Impact Statement (“SEIS”) for the proposed Ambler Mining District Industrial Access Road.

The NOI indicates that:

● The BLM will accept comments related to the SEIS for 45 days so that the BLM can determine which, if any, additional impacts and resources related to identified deficiencies should be more thoroughly assessed to facilitate integrating the BLM’s National Environmental Policy Act (“NEPA”) analysis with its ongoing Alaska National Interest Lands Conservation Act Section 810 and National Historic Preservation Act Section 106 processes;

● Input by Alaska Native Tribes and Corporations will continue to be of critical importance and that BLM will continue to consult with these entities under applicable guidance;

● Preparation of the SEIS in compliance with NEPA will additionally help the BLM to fulfill its obligations under applicable law.

● On November 23, 2022, the Company announced that the BLM submitted a status report in accordance with the Voluntary Remand dated May 17, 2022 stating that the comment period ended on November 4, 2022 for the scoping process of the SEIS and that the BLM currently anticipates publishing a draft SEIS during the second quarter of calendar year 2023, which will be open for public comment upon publication.

The BLM also anticipates publishing a final SEIS, conducting final pre-decision consultation with Alaska Native Tribes and Corporations, and issuing a Record of Decision, all within the fourth quarter of calendar year 2023.

Significant Developments in 2021

● On January 6, 2021, the BLM, the National Park Service and the AIDEA signed Right-of-Way agreements giving AIDEA the ability to cross federally owned and managed lands along the route for the Ambler Road Project approved in the Joint Record of Decision.

The agreements grant a 50-year right-of-way on federally owned and managed land by the federal agencies for the future development of the Ambler Mining District Industrial Access Road.

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Under the Development Agreement, Ambler Metals and AIDEA agree to contribute up to $35 million each for pre-development costs of the Ambler Access Project through December 31, 2024.

● In a press release dated April 19, 2021, the Company announced that the AIDEA had formally approved the proposed plan and budget for the 2021 summer field season activities and services of up to $13 million for the Ambler Access Project (“AAP”).

The cost was to be shared 50/50 by AIDEA and Ambler Metals.

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South32 was required to contribute a minimum of $10 million each year, for a maximum of three years, to keep the option in good standing (the “Initial Funding”).

If South32 elected to exercise the

option, the subscription price less certain deductions for Initial Funding was to be paid in one tranche within 45 business days.

If South32 elected to exercise the option, the subscription price less certain deductions for Initial Funding was to be paid in one tranche within 45 business days.

Had South32 not made its annual minimum payment or elected to withdraw, the option would lapse and South32 would have no claim to ownership or to the funds it had already spent.

In order to exercise its option to form the Joint Venture, South32 was required to contribute a minimum of $150 million, plus (i) any amounts Trilogy spent on matched parallel funding to a maximum of $16 million over the three year period and (ii) $10 million, less the amount of the Initial Funding contributed by South32.

On December 19, 2019, we announced in a press release that South32 had exercised its option to acquire a 50% interest in a joint venture company to be named “Ambler Metals LLC” which now owns the UKMP Projects.

On December 19, 2019, we

announced in a press release that South32 had exercised its option to acquire a 50% interest in a joint venture company to be named “Ambler Metals LLC” which now owns the UKMP Projects.

● On February 11, 2020, we announced that the formation of Ambler Metals had completed, with the Company contributing its assets associated with the UKMP Projects, and South32 contributing a subscription price payment of US$145 million, to the joint venture.

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James (Jim) Gowans, the Interim President and Chief Executive Officer, remained in his role as a director of the Company.

● In a press release dated July 23, 2020, the Company, along with our joint venture partner, South32, announced the signing of the Record of Decision by BLM for the Ambler Mining District Industrial Access Project.

● In a press release dated July 23, 2020, the Company, along with our joint venture partner, South32, announced the signing of the Record of Decision by BLM for the Ambler Access Project.

The Record of Decision approves the development of the northern route, which is to be a 211-mile private gravel access road in the southern Brooks Range foothills to provide industrial access to the Ambler Mining District.

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● On August 25, 2020, we issued a press release to announce that the board of Ambler Metals had appointed Ramzi Fawaz as President and Chief Executive Officer of Ambler Metals effective as of September 1, 2020.

Mr Fawaz joined Ambler Metals from Newmont Corporation where he was Senior Vice President Projects from February 2011 to October 2019, with responsibility for the development and execution of Newmont’s major gold and copper projects globally.

Mr Fawaz joined Ambler Metals from Newmont Corporation (“Newmont”) where he was Senior Vice President Projects from February 2011 to October 2019, with responsibility for the development and execution of Newmont’s major gold and copper projects globally.

● On September 3, 2020, we issued a press release announcing that the Company had hired Richard Gosse as Vice President Exploration of the Company with immediate effect.

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The technical report describes the 2020 Arctic FS on the Arctic Project as discussed above.

The 2020 Arctic Report supersedes the Company’s 2018 Arctic Report (as defined below).

The 2020 Arctic Report has been superseded by the Company’s NI 43-101 Arctic Report (as defined below).

● On November 19, 2020, we issued a press release announcing that Ambler Metals had approved the 2021 program and budget of approximately $27 million for the advancement of the UKMP Projects.

The budget will be 100% funded by Ambler Metals.

Significant Developments in 2019

● On March 5, 2019, we issued a press release to announce additional copper and cobalt metallurgical results for the Bornite Project.

Nine metallurgical composite samples were prepared from materials obtained from drilling at the Bornite Project during 2017 and 2018.

Each of these test samples were approximately 60 to 120 kilograms in mass and represented approximately 30 to 100 meters of drill core.

Mineralogical analysis of each of the nine composites was completed, indicating that a majority of the copper mineralization occurred as chalcopyrite, with minor amounts of bornite and variable pyrite levels within the test samples.

● On June 28, 2019, we issued a press release to announce that all the Company’s outstanding warrants had been exercised in advance of the expiry date.

Three of the Company’s largest shareholders exercised 6,521,740 in outstanding warrants.

As a result of this warrant exercise, we issued a total of 6,521,740 common shares of the Company and received cash proceeds of approximately $9.9 million.

● On August 26, 2019, we issued a press release reporting the public release of the Draft Environmental Impact Statement (“EIS”) Statement by the BLM for the AMDIAP and the Environmental and Economic Analysis by the NPS for that portion of AMDIAP that traverses the Gates of the Arctic National Park and Preserve.

The public comment period of 45 days had commenced with comments on the Draft EIS being accepted through October 15, 2019.

On March 27, 2020, we issued a press release announcing that the Final EIS had been publicly released.

● On September 5, 2019, we issued a press release announcing the resignation of Rick Van Nieuwenhuyse as CEO, President and director of Trilogy Metals.

James Gowans was appointed CEO and President on an interim basis.

Van Nieuwenhuyse remained a consultant to the Company until February 29, 2020 to assist with transitional matters and with advancing our interests in Alaska.

● On October 31, 2019, we filed a final short form base shelf prospectus with the securities commissions in each of the provinces of Canada, other than Québec, and a corresponding registration statement on Form S-3 with the SEC allowing for the future issuance, from time to time, of up to $100,000,000 in common shares, warrants to purchase common shares, share purchase contracts of the Company, subscription receipts, units or a combination of those securities.

The intention of the base shelf prospectus and shelf registration statement is to allow the Company to more quickly access capital when the capital is needed and as market opportunities permit.

History of Trilogy

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The cost to exercise such back-in-right is equal to the percentage interest in the project multiplied by the difference between (i) all costs incurred by Ambler Metals or its affiliates on the project, including historical costs incurred prior to the date of the NANA Agreement together with interest on the costs;

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

and (ii) $40 million (subject to

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

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One way Ambler Metals does this is through collaborations with local communities in Alaska, including Native Alaskan groups.

Ambler Metals’ environmental performance will be overseen at the Ambler-board and Trilogy-board level and environmental performance is the responsibility of the project manager.

Ambler Metals’ environmental performance will be overseen at the Ambler-board and Trilogy-board

level and environmental performance is the responsibility of the project manager.

All new activities and operations will be managed for compliance with applicable laws and regulations.

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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 1. Business