What changed in this filing

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Item 1A. Risk Factors

2024-02-09 compared with 2023-02-14 · 41 added, 20 removed, 339 unchanged (15% of the section changed)

1 unchanged sentence

The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking information relating to Trilogy, or our business, property or financial results, each of which could cause purchasers of securities to lose all or part of their investments.

Risks Related to the COVID Pandemic

Risks Related to the future of the COVID Pandemic

The outbreak of the coronavirus (COVID-19) may affect our operations.

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The extent to which COVID-19 impacts the Company’s business, including exploration and development activities at Ambler Metals and the market for its securities, will depend on future developments, which are uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak.

In particular, the continued spread of the coronavirus and travel and other restrictions established to curb the spread of the COVID-19, has and could continue to materially and adversely impact the Company’s business including without limitation, the planned exploration programs at Ambler Metals (see “ Significant Developments in 2020 ” above), employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, the timing to process drill and other metallurgical testing, interruption of supplies from third parties upon which the Company relies and other factors that will depend on future developments beyond the Company’s control, which may have a material and adverse effect on the its business, financial condition and results of operations.

In particular, the continued spread of the coronavirus and travel and other restrictions established to curb the spread of the COVID-19, has and could continue to materially and adversely impact the Company’s business including without limitation, the planned exploration programs at Ambler Metals, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, the timing to process drill and other metallurgical testing, interruption of supplies from third parties upon which the Company relies and other factors that will depend on future developments beyond the Company’s control, which may have a material and adverse effect on the its business, financial condition and results of operations.

There can be no assurance that the Company's personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased medical costs or insurance premiums as a result of these health risks.

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We currently generate no mining operating revenue and must primarily finance exploration activity and the development of mineral projects by other means.

Although South32 funded Ambler Metals in the amount of US$145 million upon formation of the joint venture as discussed above, in the future, once our share of such amount has been expended or we wish to acquire any other properties outside of Ambler Metals, our ability to continue exploration, development and production activities, if any, will depend on our ability to obtain additional external financing.

Any unexpected costs, problems or delays could severely impact our ability to continue exploration

and development activities.

Although South32 funded Ambler Metals in the amount of US$145 million upon formation of the joint venture in 2020, in the future, once our share of such amount has been expended or we wish to acquire any other properties outside of Ambler Metals, our ability to continue exploration, development and production activities, if any, will depend on our ability to obtain additional external financing.

Any unexpected costs, problems or delays could severely impact our ability to continue exploration and development activities.

The failure to meet ongoing obligations on a timely basis could result in a loss or a substantial dilution of our interests in projects.

The sources of external financing that we may use for these purposes include project or bank financing or public or private offerings of equity and debt.

In addition, we may enter into one or more strategic alliances or joint ventures, in addition to our joint venture with South32, sell marketable securities held by the Company, decide to sell certain property interests, or utilize one or a combination of all of these alternatives.

In addition, we may enter into one or more strategic alliances or joint ventures, in

addition to our joint venture with South32, sell marketable securities held by the Company, decide to sell certain property interests, or utilize one or a combination of all of these alternatives.

The financing alternative we choose may not be available on acceptable terms, or at all.

1 unchanged sentence

Even if one of our mineral projects is determined to be economically viable to develop into a mine, such development may not be successful.

If the development of one of our projects is found to be economically feasible and approved by our Board and in the case of the UKMP Projects, by our joint venture partner, South32, such development will require obtaining permits and financing, the construction and operation of mines, processing plants and related infrastructure, including road access.

If the development of one of our projects is found to be economically feasible and approved by our board of directors (the “Board”) and in the case of the UKMP Projects, by our joint venture partner, South32, such development will require obtaining permits and financing, the construction and operation of mines, processing plants and related infrastructure, including road access.

As a result, we are and will continue to be subject to all of the risks associated with establishing new mining operations, including:

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Further, changes in the U.S.

federal administration may result in changes in interpretations or priorties which may further delay or prevent the proposed AAP.

federal administration may result in changes in interpretations or priorities which may further delay or prevent the proposed AAP.

In addition, successful development of the Upper Kobuk Mineral Projects will require the development of the necessary infrastructure.

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The exploration of the UKMP Projects has also been impacted by COVID-19.

See “ Risks Related to COVID-19 ” above.

See “ Risks Related to the future of COVID-19 ” above.

We are dependent on a third party that participates in exploration and development of our Upper Kobuk Mineral Projects.

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This could result in our not being compensated for our prior expenditures relating to the property.

In addition, our ability to continue to explore and develop the property may be subject to agreements with other third parties including agreements with native corporations and first nations groups, for instance, the lands at the Upper Kobuk Mineral Projects are subject to the NANA Agreement (as more particularly described under "History of Trilogy - Agreement with NANA Regional Corporation").

We will incur losses for the foreseeable future.

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Nonetheless, as a result of these conflicts of interest, the Company may not have an opportunity to participate in certain transactions, which may have a material adverse effect on the Company’s business, financial condition, results of operation and prospects.

In the future, we may be subject to legal proceedings.

Due to the nature of our business, we may be subject to numerous regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of our business.

The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal.

There can be no assurances that these matters will not have a material adverse effect on our business.

General Risk Factors

General economic conditions may adversely affect our growth, future profitability and ability to finance.

The unprecedented events in global financial markets in the past several years and the current impact of COVID-19 have had a profound impact on the global economy.

The unprecedented events in global financial markets in the past several years and the impact of COVID-19 have had a profound impact on the global economy.

Many industries, including the copper mining industry, are impacted by these market conditions.

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We are authorized to issue an unlimited number of Common Shares.

We cannot predict the size of future sales

and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Common Shares.

We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Common Shares.

Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares.

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shareholders.

investors in the Company should be aware that we believe we were not a passive foreign investment company (“PFIC”) for the years ending November 30, 2015, 2016, 2017, 2020 and 2021 but we believe we were a PFIC for the years ending November 30, 2018, 2019 and 2022 and may be a PFIC in future tax years.

investors in the Company should be aware that we believe we were not a passive foreign investment company (“PFIC”) for the tax years ending November 30, 2020 and 2021, but we believe we were a PFIC for the tax years ending November 30, 2018, 2019, 2022 and 2023 and may be a PFIC in future tax years.

If we are a PFIC for any year during a U.S.

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Holders ”) holding period, then such U.S.

Holder generally will be required to treat any gain realized upon a disposition of Common Shares and any so-called “excess distribution” received on its Common Shares as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “QEF Election” or a “Mark-to-Market Election” (each as defined below under “ Certain U.S.

portion of such gain or distributions, unless the shareholder makes a timely and effective “QEF Election” or a “Mark-to-Market Election” (each as defined below under “ Certain U.S.

Federal Income Tax Considerations – Default PFIC Rules under Section 1291 of the Code ”).

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federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

Proposed legislation in the U.S.

Congress, including changes in U.S.

tax law, and the Inflation Reduction Act of 2022, may adversely impact the Company and the value of Common Shares.

Changes to U.S.

tax laws (which changes may have retroactive application) could adversely affect the Company or holders of Common Shares.

In recent years, many changes to U.S.

federal income tax laws have been proposed and made, and additional changes to U.S.

federal income tax laws are likely to continue to occur in the future.

Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact the Company’s financial performance and the value of Common Shares.

Additionally, U.S.

states in which we operate or own assets may impose new or increased taxes.

If enacted, most of the proposals would be effective for the current or later years.

The proposed legislation remains subject to change, and its impact on the Company and purchasers of Common Shares is uncertain.

In addition, the Inflation Reduction Act of 2022 includes provisions that will impact the U.S.

federal income taxation of corporations.

Among other items, this legislation includes provisions that will impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock.

It is unclear how this legislation will be implemented by the U.S.

Department of the Treasury and we cannot predict how this legislation or any future changes in tax laws might affect the Company or purchasers of Common Shares.

Global climate change is an international concern and could impact our ability to conduct future operations.

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It requires an annual assessment by management of the effectiveness of our internal control over financial reporting.

We may in the future fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, and we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of SOX.

we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of SOX.

Our failure to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our Common Shares.

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Our efforts to comply with new rules and regulations, including those promulgated under Dodd-Frank, have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

In the future, we may be subject to legal proceedings.

Due to the nature of our business, we may be subject to numerous regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of our business.

There can be no assurances that these matters will not have a material adverse effect on our business.

UNRESOLVED STAFF COMMENTS

CYBERSECURITY

Not applicable.

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 1A. Risk Factors