Trilogy Metals Inc. 10-Q

Item 1. Financial Statements Trilogy Metals Inc. Interim Consolidated Balance Sheets (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of US dollars ​ May 31, 2023 ​ November 30, 2022 ​ ​ $ $ Assets ​ ​ ​ Current assets ​ ​ ​ Cash ​ 4,166 ​ 2,573 ​ Accounts receivable ​ 16 ​ 17 ​ Deposits and prepaid amounts ​ 58 ​ 320 ​ Total current assets ​ 4,240 ​ 2,910 ​ ​ ​ ​ ​ ​ ​ ​ Investment in Ambler Metals LLC (note 3) ​ 139,777 ​ ​ 142,754 ​ Fixed assets ​ 8 ​ 12 ​ Right of use asset (note 5 (a)) ​ 233 ​ ​ 319 ​ Total assets ​ 144,258 ​ 145,995 ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable and accrued liabilities (note 4) ​ 598 ​ 345 ​ Current portion of lease liability ​ 130 ​ ​ 189 ​ Total current liabilities ​ 728 ​ 534 ​ ​ ​ ​ ​ ​ ​ ​ Long-term portion of lease liability (note 5(b)) ​ — ​ ​ 33 ​ Total liabilities ​ 728 ​ 567 ​ ​ ​ ​ ​ ​ ​ ​ Shareholders’ equity ​ ​ ​ Share capital (note 6) – unlimited common shares authorized, no par value issued – 155,269,296 (2022 – 145,851,247 ) ​ 187,570 ​ 182,178 ​ Contributed surplus ​ 121 ​ 122 ​ Contributed surplus – options (note 6(b)) ​ 27,986 ​ 27,352 ​ Contributed surplus – units (note 6(c)) ​ 2,590 ​ 2,638 ​ Deficit ​ ( 74,737 ) ​ ( 66,862 ) ​ Total shareholders' equity ​ 143,530 ​ 145,428 ​ Total liabilities and shareholders' equity ​ 144,258 ​ 145,995 ​ Commitments (note 8) (See accompanying notes to the interim consolidated financial statements) /s/ Tony Giardini, President, CEO and Director /s/ Diana Walters, Director Approved on behalf of the Board of Directors ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 3 ​ Table of contents Trilogy Metals Inc. Interim Consolidated Statements of Loss and Comprehensive 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, 2023 May 31, 2022 May 31, 2023 ​ May 31, 2022 ​ ​ $ $ $ $ ​ ​ Expenses ​ ​ ​ ​ ​ ​ ​ ​ Amortization ​ ​ 2 ​ ​ 5 ​ ​ 4 ​ 11 ​ ​ Exploration expenses ​ ​ — ​ ​ — ​ ​ 1 ​ ​ — ​ ​ Foreign exchange (gain) loss ​ ​ 2 ​ ​ 1 ​ ​ ( 2 ) ​ 4 ​ ​ General and administrative ​ ​ 328 ​ ​ 338 ​ ​ 736 ​ 735 ​ ​ Investor relations ​ ​ 23 ​ ​ 38 ​ ​ 53 ​ 137 ​ ​ Professional fees ​ ​ 188 ​ ​ 192 ​ ​ 758 ​ 437 ​ ​ Salaries ​ ​ 193 ​ ​ 261 ​ ​ 430 ​ 675 ​ ​ Salaries and directors expense – stock-based compensation ​ ​ 491 ​ ​ 662 ​ ​ 2,853 ​ 2,584 ​ ​ Total expenses ​ ​ 1,227 ​ 1,497 ​ ​ 4,833 ​ 4,583 ​ ​ Other items ​ ​ ​ ​ ​ ​ ​ ​ Interest and other income ​ ​ ( 27 ) ​ ​ ( 2 ) ​ ​ ( 46 ) ​ ( 4 ) ​ ​ Share of loss on equity investment (note 3(b)) ​ ​ 1,603 ​ ​ 2,460 ​ ​ 3,088 ​ ​ 4,370 ​ ​ Write off mineral properties ​ ​ — ​ ​ 119 ​ ​ — ​ ​ 148 ​ ​ Loss and comprehensive loss for the period ​ ​ ( 2,803 ) ​ ( 4,074 ) ​ ​ ( 7,875 ) ​ ( 9,097 ) ​ ​ Basic loss per common share ​ ​ ( 0.02 ) ​ ​ ( 0.03 ) ​ ​ ( 0.05 ) ​ ​ ( 0.06 ) ​ ​ Diluted loss per common share ​ ​ ( 0.02 ) ​ ​ ( 0.03 ) ​ ​ ( 0.05 ) ​ ​ ( 0.06 ) ​ ​ Basic weighted average number of common shares outstanding ​ ​ 151,315,185 ​ ​ 145,507,982 ​ ​ 149,561,449 ​ ​ 145,398,436 ​ ​ Diluted weighted average number of common shares outstanding ​ ​ 151,315,185 ​ ​ 145,507,982 ​ ​ 149,561,449 ​ ​ 145,398,436 ​ ​ (See accompanying notes to the interim consolidated financial statements) ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 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, 2021 145,009,811 ​ ​ 180,820 ​ 122 ​ 25,990 ​ 1,712 ​ ( 42,605 ) ​ ​ 166,039 ​ Exercise of options 31,674 ​ ​ 50 ​ — ​ ( 32 ) ​ — ​ — ​ ​ 18 ​ Restricted Share Units 391,332 ​ ​ 650 ​ ​ — ​ ​ — ​ ​ ( 650 ) ​ ​ — ​ ​ — ​ Joint venture contribution ​ 31,469 ​ ​ 51 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 51 ​ Stock-based compensation — ​ ​ — ​ ​ — ​ ​ 864 ​ ​ 1,001 ​ ​ — ​ ​ 1,865 ​ Loss for the period — ​ ​ — ​ — ​ — ​ — ​ ( 5,023 ) ​ ​ ( 5,023 ) ​ Balance – February 28, 2022 145,464,286 ​ ​ 181,571 ​ 122 ​ 26,822 ​ 2,063 ​ ( 47,628 ) ​ ​ 162,950 ​ Exercise of options ​ 276,961 ​ ​ 26 ​ ​ — ​ ​ 10 ​ ​ — ​ ​ — ​ ​ 36 ​ Restricted Share Units ​ 110,000 ​ ​ 113 ​ ​ — ​ ​ — ​ ​ ( 113 ) ​ ​ — ​ ​ — ​ Stock-based compensation ​ — ​ ​ — ​ ​ — ​ ​ 274 ​ ​ 229 ​ ​ — ​ ​ 503 ​ Loss for the period ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,074 ) ​ ​ ( 4,074 ) ​ Balance – May 31, 2022 ​ 145,851,247 ​ ​ 181,710 ​ ​ 122 ​ ​ 27,106 ​ ​ 2,179 ​ ​ ( 51,702 ) ​ ​ 159,415 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance – November 30, 2022 ​ 146,225,035 ​ ​ 182,178 ​ ​ 122 ​ ​ 27,352 ​ ​ 2,638 ​ ​ ( 66,862 ) ​ ​ 145,428 ​ Exercise of options — ​ ​ — ​ — ​ — ​ — ​ — ​ ​ — ​ Restricted Share Units 2,346,366 ​ ​ 1,538 ​ ​ ( 1 ) ​ ​ — ​ ​ ( 1,537 ) ​ ​ — ​ ​ — ​ Joint venture contribution ​ 143,505 ​ ​ 111 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 111 ​ Services settled by common shares ​ 7,793 ​ ​ 4 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 4 ​ Stock-based compensation — ​ ​ — ​ ​ — ​ ​ 520 ​ ​ 1,700 ​ ​ — ​ ​ 2,220 ​ Loss for the period ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,072 ) ​ ​ ( 5,072 ) ​ Balance – February 28, 2023 ​ 148,722,699 ​ ​ 183,831 ​ ​ 121 ​ ​ 27,872 ​ ​ 2,801 ​ ​ ( 71,934 ) ​ ​ 142,691 ​ Shares issued for private placement, net of share issue cost ​ 5,854,545 ​ ​ 3,115 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,115 ​ Exercise of options ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Restricted Share Units ​ 213,463 ​ ​ 121 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 121 ​ Deferred Share Units conversion ​ 415,056 ​ ​ 468 ​ ​ — ​ ​ — ​ ​ ( 468 ) ​ ​ — ​ ​ — ​ Services settled by common shares ​ 63,533 ​ ​ 35 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 35 ​ Stock-based compensation ​ — ​ ​ — ​ ​ — ​ ​ 114 ​ ​ 257 ​ ​ — ​ ​ 371 ​ Loss for the period — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,803 ) ​ ​ ( 2,803 ) ​ Balance – May 31, 2023 155,269,296 ​ ​ 187,570 ​ 121 ​ 27,986 ​ 2,590 ​ ( 74,737 ) ​ ​ 143,530 ​ (See accompanying notes to the interim consolidated financial statements) ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 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, 2023 ​ ​ May 31, 2022 ​ ​ ​ $ ​ $ Cash flows used in operating activities ​ ​ ​ ​ ​ ​ Loss for the period ​ ​ ( 7,875 ) ​ ​ ​ ( 9,097 ) ​ Adjustments to reconcile net loss to cash flows in operating activities ​ ​ ​ ​ ​ ​ ​ Amortization ​ ​ 4 ​ ​ ​ 11 ​ Professional fees settled by common shares ​ ​ 56 ​ ​ ​ ​ — ​ Office lease accounting ​ ​ ( 5 ) ​ ​ ​ ​ ( 8 ) ​ Loss on equity investment in Ambler Metals LLC (note 4(b)) ​ ​ 3,088 ​ ​ ​ ​ 4,370 ​ Unrealized foreign exchange loss ​ ​ 2 ​ ​ ​ 3 ​ Stock-based compensation ​ ​ 2,853 ​ ​ ​ 2,368 ​ Write off mineral properties ​ ​ — ​ ​ ​ ​ 148 ​ Net change in non-cash working capital ​ ​ ​ ​ ​ ​ ​ Decrease in accounts receivable ​ ​ 1 ​ ​ ​ 7 ​ Decrease (increase) in deposits and prepaid amounts ​ ​ 262 ​ ​ ​ ( 370 ) ​ Increase (decrease) in accounts payable and accrued liabilities ​ ​ 97 ​ ​ ​ ( 299 ) ​ Total cash flows used in operating activities ​ ​ ( 1,517 ) ​ ​ ​ ( 2,867 ) ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ Issuance of common shares, net of share issue cost (note 6(a)) ​ ​ 3,115 ​ ​ ​ — ​ Proceeds from exercise of options ​ ​ — ​ ​ ​ ​ 54 ​ Total cash flows from financing activities ​ ​ 3,115 ​ ​ ​ 54 ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ Total cash flows from investing activities ​ ​ — ​ ​ ​ — ​ Increase (decrease) in cash ​ ​ 1,598 ​ ​ ​ ( 2,813 ) ​ Effect of exchange rate on cash ​ ​ ( 5 ) ​ ​ ​ 2 ​ Cash – beginning of the period ​ ​ 2,573 ​ ​ ​ 6,308 ​ Cash – end of the period ​ ​ 4,166 ​ ​ ​ 3,497 ​ (See accompanying notes to the interim consolidated financial statements) ​ ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 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 3), 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”). The Company also conducts early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc. 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 subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. 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 interim consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of May 31, 2023 and our results of operations and cash flows for the six-month period ended May 31, 2023 and May 31, 2022. The results of operations for the six-month period ended May 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2023. As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these 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, 2022, filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 14, 2023. These interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on July 13, 2023. 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 equity method investments where key judgement is the delay on the Ambler Access Project is temporary and the delay was considered when assessing indicators of impairment. Significant estimates include the measurement of income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported. Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Factors that may be indicative of an impairment include a loss in the value of an investment that is not temporary. Management considers several factors in considering if an indicator of impairment has occurred, including but not limited to, sustained losses by the investment, the absence of the ability to recover the carrying amount of the investment, significant changes in the legal, business or regulatory environment, significant adverse changes impacting the investee and internal reporting indicating the economic performance of an investment is, or will be, worse than expected. ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 7 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements ​ These factors are subjective and require consideration at each period end. If an indicator of impairment is determined to exist, the fair value of the impaired investment is determined based on the valuation of cohort companies with similar projects 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. ​ 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. ​ 3) 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 (“Ambler Metals”) 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 cash of $ 145 million, resulting in each party’s subsidiaries directly owning a 50 % interest in Ambler Metals. Ambler Metals 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 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 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 through our representation on its board, we use the equity method of accounting for our investment in Ambler Metals. Our investment in Ambler Metals 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, which, as at May 31, 2023, totaled $ 139.8 million. (b) Carrying value of equity method investment Trilogy recognized, based on its 50 % ownership interest in Ambler Metals, an equity loss equivalent to its pro rata share of Ambler Metals’ comprehensive loss of $ 1.6 million for the three-month period ending May 31, 2023 (2022 - $ 2.5 million) and $ 3.1 million for the six-month period ending May 31, 2023 (2022 - $ 4.4 million). During the six-month period ending May 31, 2023, Trilogy made a $ 111,000 equity contribution to Ambler Metals through the issuance of 143,505 common shares of the Company as part of the long-term incentive compensation for Ambler Metals executives. Likewise, South32 made an equivalent equity contribution to Ambler Metals for $ 111,000 in cash for their 50 % share. The carrying value of Trilogy’s 50 % investment in Ambler Metals as at May 31, 2023 is summarized on the following table. ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 8 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ $ November 30, 2022, Investment in Ambler Metals ​ 142,754 ​ Joint venture equity contribution ​ 111 ​ Share of loss on equity investment for the six month period ending May 31, 2023 ​ ( 3,088 ) ​ May 31, 2023, Investment in Ambler Metals ​ 139,777 ​ ​ (c) The following table summarizes Ambler Metals’ Balance Sheet as at May 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ May 31, 2023 ​ ​ November 30, 2022 ​ ​ $ $ Total assets ​ 106,365 ​ ​ 114,049 ​ Cash ​ 72,785 ​ ​ 80,755 ​ Mineral properties ​ 30,899 ​ ​ 30,899 ​ Total liabilities ​ ( 2,606 ) ​ ​ ( 4,335 ) ​ Accounts payable and accrued liabilities ​ ( 2,053 ) ​ ​ ( 3,664 ) ​ Members' equity (total assets less total liabilities) ​ 103,759 ​ ​ 109,714 ​ ​ Members’ cash is held at one bank, the majority of cash is uninsured as at May 31, 2023. (d) The following table summarizes Ambler Metals' loss for the six-month period ending May 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ Three months ended ​ ​ Six months ended ​ ​ ​ May 31, 2023 ​ ​ May 31, 2022 ​ ​ May 31, 2023 ​ ​ May 31, 2022 ​ ​ $ $ $ $ Depreciation ​ 38 ​ ​ 22 ​ ​ 75 ​ ​ 45 ​ Corporate salaries and wages ​ 495 ​ ​ 486 ​ ​ 939 ​ ​ 960 ​ General and administrative ​ 213 ​ ​ 169 ​ ​ 346 ​ ​ 401 ​ Mineral property expense ​ 2,507 ​ ​ 4,367 ​ ​ 4,792 ​ ​ 7,407 ​ Professional fees ​ 57 ​ ​ 205 ​ ​ 216 ​ ​ 502 ​ Foreign exchange (gain)/loss ​ 3 ​ ​ ( 7 ) ​ ​ 3 ​ ​ ( 5 ) ​ Interest income ​ ( 105 ) ​ ​ ( 322 ) ​ ​ ( 194 ) ​ ​ ( 570 ) ​ Comprehensive loss ​ 3,208 ​ ​ 4,920 ​ ​ 6,177 ​ ​ 8,740 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 9 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements 4) Accounts payable and accrued liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ May 31, 2023 ​ ​ November 30, 2022 ​ ​ $ $ Trade accounts payable ​ 188 ​ ​ 188 ​ Accrued liabilities 129 ​ 36 ​ Accrued salaries and vacation 281 ​ 121 ​ Accounts payable and accrued liabilities 598 ​ 345 ​ ​ ​ ​ ​ ​ Of the accrued salaries and vacation approximately $ 155,000 was settled, subsequent to the end of the second quarter, on June 1, 2023 through the issuance of common shares of the Company. ​ ​ ​ ​ 5) Leases (a) Right-of-use asset ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ $ Balance as at November 30, 2022 ​ 319 ​ Net amortization ​ ( 86 ) ​ Balance as at May 31, 2023 ​ 233 ​ ​ (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, 2023 ​ ​ May 31, 2022 ​ ​ ​ $ $ Operating lease costs ​ 93 ​ ​ 93 ​ Variable lease costs ​ 71 ​ ​ 82 ​ Total lease expense ​ 164 ​ ​ 175 ​ ​ 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 at May 31, 2023, the weighted-average remaining lease term is 0.9 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-month period ending May 31, 2023 are as follows: ● Cash paid for amounts included in the measurement of lease liabilities was $ 98,298 . ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 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, 2023 are as follows: ​ ​ ​ ​ ​ ​ in thousands of dollars ​ ​ May 31, 2023 Fiscal year ​ $ 2023 117 ​ 2024 16 ​ 2025 — ​ Total undiscounted lease payments 133 ​ Effect of discounting ( 3 ) ​ Present value of lease payments recognized as lease liability 130 ​ ​ ​ 6) Share capital Authorized: unlimited common shares, no par value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars, except share amounts ​ ​ ​ Number of shares ​ ​ Ascribed value ​ ​ ​ $ November 30, 2022 146,225,035 ​ ​ 182,178 ​ Private Placement, net of share issue cost ​ 5,854,545 ​ ​ 3,115 ​ Restricted Share Units ​ 2,559,829 ​ ​ 1,659 ​ Deferred Share Units ​ 415,056 ​ ​ 468 ​ Services settled by common shares ​ 71,326 ​ ​ 39 ​ Joint venture equity contribution (note 4(b)) ​ 143,505 ​ ​ 111 ​ May 31, 2023, issued and outstanding ​ 155,269,296 ​ ​ 187,570 ​ ​ 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 at May 31, 2023, a total of 9,293 NovaGold DSUs remain outstanding representing a right to receive 1,549 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (a) Common shares issuance On April 25, 2023, the Company completed a non-brokered private placement of 5,854,545 common shares of the Company (the “Common Share”) at a price of $ 0.55 per Common Share for gross proceeds of $ 3.2 million and net proceeds of $ 3.1 million. Financing costs consisted of legal and stock exchange fees. (b) Stock options During the three-month period ended February 28, 2023, the Company granted 3,230,000 stock options (2022 - 1,734,500 stock options) at an exercise price of CDN$ 0.78 (2022 - CDN$ 2.21 ) 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 fair value attributable to this option grants was CDN$ 0.37 (2022 - CDN$ 0.90 ). There were no stock options granted during the three-month period ended May 31, 2023. ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 11 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements For the six-month period ended May 31, 2023, Trilogy recognized a stock-based compensation charge of $ 0.6 million (2022 - $ 1.2 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. Assumptions used in the pricing model for the six-month period ended May 31, 2023 are as provided below. ​ ​ ​ ​ ​ May 31, 2023 Risk-free interest rates 3.49 % Exercise price CDN$ 0.78 Expected life 3 years Expected volatility 67.7 % Expected dividends Nil ​ As at May 31, 2023, there were 2,131,757 non-vested options outstanding with a weighted average exercise price of CDN$ 1.02 ; the non-vested stock option expense not yet recognized was $ 0.36 million. This expense is expected to be recognized over the next 19 months . A summary of the Company’s stock option outstanding and changes during the six-month period ended May 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 31, 2023 ​ ​ ​ ​ ​ ​ Weighted average ​ ​ ​ ​ ​ ​ exercise price ​ ​ Number of options CDN$ Balance – beginning of the period 11,225,400 ​ ​ 2.49 ​ Granted 3,230,000 ​ ​ 0.78 ​ Cancelled ( 286,000 ) ​ ​ 2.70 ​ Expired ( 1,120,000 ) ​ ​ 1.38 ​ Balance – end of the period 13,049,400 ​ ​ 2.16 ​ ​ There were no stock options exercised during the six-month period ended May 31, 2023. The following table summarizes information about the stock options outstanding at May 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 - CDN options to expiry CDN$ options CDN$ options $ 0.75 to $ 1.00 3,230,000 ​ ​ 4.52 ​ ​ 0.78 ​ ​ 1,463,328 ​ ​ 0.78 ​ ​ 1,766,672 ​ $ 2.00 to $ 2.50 2,270,250 ​ ​ 2.81 ​ ​ 2.27 ​ ​ 1,905,165 ​ ​ 2.28 ​ ​ 365,085 ​ $ 2.51 to $ 3.00 ​ 6,091,650 ​ ​ 1.96 ​ ​ 2.63 ​ ​ 6,091,650 ​ ​ 2.64 ​ ​ — ​ $ 3.01 to $ 3.41 ​ 1,457,500 ​ ​ 1.56 ​ ​ 3.03 ​ ​ 1,457,500 ​ ​ 3.03 ​ ​ — ​ ​ ​ 13,049,400 ​ ​ 2.69 ​ ​ 2.16 ​ ​ 10,917,643 ​ ​ 2.38 ​ ​ 2,131,757 ​ ​ The aggregate intrinsic value of vested stock options (the market value less the exercise price) at May 31, 2023 was $Nil (2022 - $ 0.13 million) and the aggregate intrinsic value of exercised options for the six-month period ending May 31, 2023 was $Nil (2022 - $ 0.05 million). ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 12 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated Financial Statements (c) Restricted Share Units and Deferred Share Units The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incentives to employees and consultants and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to offset cash payments for fees to directors. Awards under the RSU Plan and DSU Plan have been settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company. All units are accounted for as equity-settled awards. A summary of the Company’s unit plans and changes during the six-month period ending May 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of RSUs Number of DSUs Balance – beginning of the period ​ 257,268 ​ 1,560,734 ​ Granted 3,984,086 ​ ​ 944,753 ​ Vested/Converted ( 2,630,716 ) ​ ​ ( 415,056 ) ​ Balance – end of the period 1,610,638 ​ 2,090,431 ​ ​ For the six-month period ending May 31, 2023, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 1.8 million (2022 - $ 1.2 million), net of estimated forfeitures. 7) 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, 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, 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, 2023 is limited to the Canadian dollar balances consisting of cash of approximately CDN$ 51,000 , accounts receivable of approximately CDN$ 22,000 and accounts payable of approximately CDN$ 360,000 . 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 $ 21,000 . (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 with a Canadian chartered financial institution of which the majority is uninsured as at May 31, 2023. The Company’s only significant exposure to credit risk is equal to the balance of cash as recorded in the financial statements. ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 13 ​ Table of contents Trilogy Metals Inc. Notes to the Interim Consolidated 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 undiscounted cash flow requirements as at May 31, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands of dollars ​ Total < 1 Year 1–2 Years 2–5 Years Thereafter ​ ​ $ ​ ​ $ ​ ​ $ ​ ​ $ ​ ​ $ ​ Accounts payable and accrued liabilities 598 ​ 598 ​ — ​ ​ — ​ ​ — ​ Office lease 133 ​ ​ 133 ​ ​ — ​ ​ — ​ ​ — ​ 731 ​ 731 ​ — ​ ​ — ​ ​ — ​ ​ Included in accounts payable and accrued liabilities approximately $ 155,000 is for accrued salaries that were settled, subsequent to the end of the second quarter, on June 1, 2023 through the issuance of common shares of the Company (note 9). (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 balances as at May 31, 2023, a 1 % change in interest rates would result in a negligible change in net loss, 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. 8) Commitment The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 5(b) above. 9) Subsequent event On June 1, 2023, the Board of Directors were granted 163,142 DSUs in settlement of approximately $ 79,000 of director fees and senior management were granted 248,531 RSUs in lieu of cash salaries of approximately $ 155,000 , all vesting immediately. The grants were in support of an effort to preserve cash and increase share ownership by settling director fees and a portion of senior management salaries in shares of the Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ Trilogy Metals Inc. For the Quarter Ended May 31, 2023 14 ​ Table of contents