What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-02-09 compared with 2023-02-14 · 77 added, 71 removed, 253 unchanged (37% of the section changed)

15 unchanged sentences

There is no assurance that the Company will be able to obtain such financings or obtain them on a favourable terms.

These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.

These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.

Richard Gosse, P.

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Trilogy’s shares are listed on the Toronto Stock Exchange (“TSX”) and the NYSE American under the symbol “TMQ”.

Additional information related to Trilogy, including our annual report on Form 10-K, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov .

Additional information related to Trilogy, including our annual report on Form 10-K, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov .

Description of business

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The Company also conducts early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc.

Corporate developments

Private Placement

On April 25, 2023, the Company completed 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.

After legal and stock exchange fees, the Company received net proceeds of $3.1 million.

Property review

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On October 19, 2011, Trilogy Metals US and NANA signed a collaborative agreement to explore and develop the Ambler Mining District.

Under the Exploration Agreement and Option to Lease (as amended, the “NANA Agreement”), we acquired, in exchange for, among other things, a $4.0 million cash payment to NANA, the exclusive right to explore the Bornite property and lands deeded to NANA through the Alaska Native Claims Settlement Act (“ANCSA”), located adjacent to the Arctic Project, and the non-exclusive right to access and entry onto NANA’s lands.

adjacent to the Arctic Project, and the non-exclusive right to access and entry onto NANA’s lands.

The amounts paid to NANA were recorded as acquisition costs for the Bornite Project.

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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 of November 30, 2023, totaled $135.0 million.

Upper Kobuk Mineral Project activities

Ambler Metals spent approximately $28.5 million during the fiscal year, which was mainly spent on the summer drilling program.

Field season activities at the UKMP commenced in late May, with the camp opening on May 20 and drilling was completed on September 16.

The field program included 10,738 meters of diamond drilling that prioritized advancing the Arctic Project with additional infill drilling to further improve the confidence in the resource and the completion of a geotechnical study to further de-risk the project.

Exploration outside of the Arctic deposit focused on identifying copper-rich satellite deposits near Arctic in the VMS Belt and Cosmos Hills.

For the 2022 Arctic field program, Ambler Metals completed 8,376 meters in 47 holes as part of an 8,400-meter infill program to increase confidence of the resource from the Indicated to Measured category.

This includes five holes totaling 815 meters completed for the geotechnical assessment of Arctic that was initiated last year and two infill holes instrumented for the ongoing geohydrological assessment.

The 2022 exploration program for the Cosmos Hills and Ambler VMS Belt includes drilling of 7 holes totaling 2,363 meters as well as detailed mapping and soil sampling to build on the work performed during the prior year.

In addition, 1,350 meters of trenching was completed around Pardner Hill.

On November 29, 2022, Trilogy announced the first set of drilling results from the first seven drill holes of the Arctic drilling, AR22-0191 through to AR22-0197, which include four infill holes and three geotechnical holes (AR22-0194, 0196 and 0197) 1 .

All drill holes are sized HQ3 (63.5 mm diameter).

Results indicate mineralization is reasonably continuous.

Upper Kobuk Mineral Projects

The Company announced the second and third set of drilling results from the 2022 field season at the UKMP on January 25, 2023 and February 27, 2023, respectively.

On April 4, 2023, the Company announced the final set of drilling results from the 2022 field season at the UKMP.

On February 14, 2023, the Company announced an updated feasibility study technical report for the Arctic Project and an updated resource for the Bornite Project, and filed NI 43-101 technical reports for both projects with the Canadian securities regulators.

In addition, the Company announced technical report summaries for both projects prepared in accordance with S-K 1300, which were filed as exhibits with the annual report for the fiscal year ended November 30, 2022 on Form 10-K.

In July 2023, Ambler Metals used the camp to support a small team of geologists who were continuing work started in 2022 on the stratigraphy and alteration of the Arctic deposit.

The focus of the work was to relog existing drill core from 13 holes across the deposit and 4 holes from regional prospects.

In addition, sampling was undertaken for chemostratigraphy and alteration footprint definition.

Geological and talc models for the Arctic deposit were updated and an updated geological and structural model for the area surrounding Arctic was recommended.

The camp was also utilized by Ambler Metals to conduct sampling of core from the Bornite deposit to be used in a study initiated by the Center to Advance the Science of Exploration to Reclamation in Mining (“CASERM”) at the Colorado School of Mines to investigate the occurrence and distribution of critical elements, including germanium.

Ambler Metals has recently accepted a proposal from CASERM with leveraged funding from the United States Geological Survey to contribute samples from Bornite to further investigate the occurrence, distribution, and sequestration of critical elements, including germanium, using a suite of micro-analytical methods such as SEM- and XRF-based techniques, electron probe micro analysis, and LA-ICP-MS.

Objectives of the study include compiling a comprehensive whole-rock 60+ geochemical dataset of select samples from the Bornite deposit that complement the existing dataset from the South Reef area related to a recently prepared Master of Science thesis.

Bornite Studies

During the third quarter, Ambler Metals engaged Wood Canada Limited and SRK Consulting (Canada) Inc.

to complete an initial scoping level study on the Bornite deposit to determine if the ore at Bornite may extend the mine life at the proposed Arctic Project.

The scope of work covers mining, processing, hydrogeology, infrastructure, tailings management, and waste rock management.

The study assumes that ore from Bornite will be transported approximately 30 km northeast to the Arctic mill for processing after completion of mining at the Arctic deposit.

Bornite will utilize the proposed infrastructure supporting the Arctic Project including power generation, airstrips and camp.

There are potential significant synergies between Arctic and Bornite which could lower the overall capital costs and extend the regional mine life from 13 years for the Arctic deposit to 30 years with both Arctic and Bornite.

The study is considering both an open-pit and an underground mine using existing geologic modelling, geotechnical information, and hydrogeological information and, where possible, will rely on concepts and costs developed for the Arctic Feasibility Study.

Metallurgical test work to potentially increase cobalt reporting with copper concentrate was initiated in July using three previously tested concentrates from the Bornite deposit.

The test work is being conducted by ALS Minerals and was completed in the fourth quarter of this year.

Ambler Mining District Industrial Access Project (“AMDIAP” or “Ambler Access Project”)

During the summer of 2020, the United States Bureau of Land Management ("BLM") issued the Joint Record of Decision ("JROD") for the AMDIAP.

Lawsuits were filed shortly thereafter by a coalition of national and Alaska environmental non-government organizations in response to the BLM's issuance of the JROD for the Ambler Access Project.

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

The authorizing documents with the two agencies are the final federal permits required for the Ambler Access Project.

During the second quarter of 2021, AIDEA signed a land access agreement with Doyon Limited to conduct feasibility and permitting activities to advance the Ambler Access Project and in September 2021 AIDEA signed a land access agreement with NANA Regional Corporation, Inc.

to conduct similar activities.

1 See press released dated November 29, 2022, titled “Trilogy Metals Announces First Results of the 2022 Arctic Drill Program at the Upper Kobuk Mineral Projects”.

On February 22, 2022, the United States Department of the Interior (“DOI”) filed a motion to remand the Final Environmental Impact Statement and suspend the right-of-way permits issued to AIDEA for the Ambler Access Project and in mid-March, the BLM and DOI suspended the right-of-way grant and the right-of-way permit over federal lands.

On September 20, 2022, the BLM 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 BLM anticipates publishing a draft SEIS during the second quarter of calendar year 2023 and a final SEIS within the fourth quarter of calendar year 2023.

The Company has approved a budget for Ambler Metals for fiscal 2023 in the amount of $9.2 million for advancing the UKMP and $1.0 million for the Ambler Access Project of which the entire amount is funded by the Joint Venture.

In March 2023, the Board of Ambler Metals approved a budget totalling $12.3 million for the Ambler Access Project.

The total budget of $24.6 million, funded equally by AIDEA and Ambler Metals to include funding for 2023 field season work consisting of field studies, permitting and data collection to assist the USBLM in completing the additional work to support the SEIS.

AIDEA started field work in May 2023 utilizing a camp at Coldfoot, which work was completed in mid-September.

In mid-June AIDEA started utilizing the Ambler Metals Bornite camp with an average of 40 people daily at camp throughout the summer with approximately 20 NANA shareholder hires among them.

Ambler Metals closed the Bornite camp with no safety incidents reported.

AIDEA successfully completed the planned field program from Bornite consisting of cultural resource inventory surveys and testing of sites over approximately 450 acres, hydraulic and hydrology studies at bridge crossings to assess conditions for area drainage, culvert placement and bridge design, collecting topographical and bathymetric survey data to support bridge data and fish passage culverts, engineering reconnaissance surveys and fish habitat investigations.

As at November 30, 2023, $8.4 million of total budget of $12.3 million has been spent to date on logistics and cost of the field season.

On November 15, 2022, the United States Bureau of Land Management (“USBLM”) submitted a status report announcing that it anticipated publishing a draft Supplemental Environmental Impact Statement (“SEIS”) in the second quarter of calendar 2023 and a final SEIS in the fourth quarter of calendar 2023.

On January 17, 2023 and March 20, 2023, the USBLM submitted status reports reaffirming the timing of the draft and final SEIS.

On May 19, 2023, the USBLM submitted a status report revising the timeline for development of the SEIS and a subsequent Record of Decision.

The USBLM has filed the draft SEIS on October 19, 2023 and anticipated publishing a final SEIS in the first quarter of calendar year 2024, and a Record of Decision within the second quarter of calendar year 2024.

The Company has approved a budget for Ambler Metals for fiscal 2024 in the amount of $5.5 million (2023 - $9.2 million) and $2.5 million (2023 - $12.3 million) for the Ambler Access Project of which the entire amount is funded by the Joint Venture.

Ambler Metals had $63.8 million of cash as at the fiscal year end on November 30, 2023.

The main focus of this year’s budget is to support advancing engineering efforts and resource estimation at the Arctic Project along with preparations for the submission of mine permits.

The main focus of

this year’s budget is to support external and community affairs, maintain the State of Alaska mineral claims in good standing and the maintenance of physical assets.

The Company has approved a 2024 cash budget for corporate, head office, activities of approximately $2.8 million (2023 - $4.0 million).

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in thousands of dollars,

except for per share amounts

Selected expenses

Exploration expense

Exploration expenses

General and administrative

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Salaries and directors expense – stock-based compensation

Gain on disposition of mineral property

Share of loss on equity investment

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For the year ended November 30, 2023, we reported a net loss of $15.0 million (or $0.10 basic and diluted loss per common share) compared to a net loss of $24.3 million (or $0.17 basic and diluted loss per common share) in fiscal 2022.

The $2.6 million increase in comprehensive loss in the current year, when compared to fiscal 2021, is due to the increase in our share of losses of Ambler Metals of $4.3 million partially offset from overall savings of $1.7 million in general and administrative expenses, investor relations, professional fees and salaries when compared to prior fiscal year 2021.

The increase in our share of losses of Ambler Metals of $4.3 million is mainly due to an increase in mineral property expenses over the comparative to prior fiscal year 2021 from higher drilling and project support cost as well as higher pre-development costs for the Ambler Access Project.

The $9.3 million decrease in comprehensive loss in the current year, when compared to fiscal 2022, is due to the decrease in our share of losses of Ambler Metals of $9.5 million, decrease in salaries of $0.2 million and partially offset from overall increase of $0.6 million in general and administrative expenses, professional fees and salaries and directors expense – stock-based compensation when compared to prior fiscal year 2022.

The decrease in our share of losses of Ambler Metals of $9.5 million is mainly due to the decrease in mineral property expenses over the comparative to prior fiscal year 2022.

The lack of an exploration drilling program during the 2023 summer field season resulted in decreases in drilling, engineering, and project support cost and partially offset from the increase in spending on the Ambler Access Project.

Fourth quarter results

For the fourth quarter of 2023, there was a $2.2 million reduction in expenses compared to the fourth quarter of 2022.

When comparing the fourth quarter of 2022 with the fourth quarter of 2021, professional fees increased by $0.2 million due to additional engineering costs related to updating our technical reports;

salaries and related costs reduced by $0.8 million due to staffing reductions and timing of year-end incentive payouts;

and investor relations and general and administration reduced by $0.1 million due to cash preservation efforts.

Our share of losses of Ambler Metals for the fourth quarter of 2022 is comparable to the fourth quarter of 2021.

When comparing to the fourth quarter of 2023 with the fourth quarter of 2022, professional fees decreased by $0.2 million due to additional engineering costs related to updating our technical reports in the fourth quarter of 2022 to comply with the standards and definitions of S-K1300;

corporate salaries and related costs increased by $0.2 million due to recording of additional stock-based compensation in 2023.

The decrease in our share of losses of Ambler Metals of $2.2 million is mainly due to the decrease in mineral property expenses from lack of an exploration field season in 2023 and partial offset from the increase in funding activities for the Ambler Access Project and higher salaries and wages due to restructuring costs.

Selected financial data

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Interest income

Services agreement income

Comprehensive loss for the year

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Operating expenses

Gain on disposition of mineral property

Share of loss on equity investment

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For the fourth quarter of 2023, we reported a comprehensive loss of $3.0 million, which consisted of $1.2 million in operating expenses and $1.8 million for Trilogy's 50% share of Ambler Metals’ operating loss.

Operating expenses for the fourth quarter of 2022 consisted of work being done on updating technical reports for the Arctic and Bornite Projects.

Operating expenses for the fourth quarter of 2023 consisted of corporate salaries, professional fees, general and administrative expenses, director expenses and stock-based compensation.

For the third quarter of 2023, we reported a comprehensive loss of $4.1 million, which consisted of $1.1 million in operating expenses and $2.9 million for Trilogy’s 50% share of Ambler Metals’ operating loss.

In the third quarter of 2022, we reported a comprehensive loss of $9.9 million, which consisted of $1.2 million in operating expenses and $8.9 million for Trilogy’s 50% share of Ambler Metals’ operating loss.

The increase in our share of losses of Ambler Metals was mainly due to an increase in mineral property expenses from higher drilling and project support costs as well as higher pre-development costs for the Ambler Access Project.

For the second quarter of 2022, we reported a comprehensive loss of $4.1 million, which consisted of $1.5 million in operating expenses, $2.5 million for Trilogy’s 50% share of Ambler Metals’ operating loss and $0.1 million in mineral properties that were written off during the quarter.

In the second quarter of 2021, we recognized a comprehensive loss of $3.4 million which consisted of $1.7 million in operating expenses and $1.7 million for Trilogy’s share of Ambler Metals’

operating loss.

When compared to the second quarter of 2021, our pro rata share of the Joint Venture’s operating loss is $0.8 million higher for the second quarter of 2022.

The increase is primarily due to increased funding for the Ambler Access Project (the “AAP”), engineering and project related salaries and wages in comparison to the second quarter of 2021.

The $0.2 million decrease in operating expenses for the current period versus the comparative is primarily due to cost savings strategies implemented during the period after management review of discretionary items in general and administrative expenses, investor relations and professional fees.

Furthermore, during the second quarter of 2022, in an effort to preserve cash, the executive team received stock-based compensation in lieu of salaries.

The decrease in our share of losses of Ambler Metals was mainly due to an decrease in mineral property expenses from decrease in drilling, engineering and project support costs and partially offset from the increased cost in the Ambler Access Project.

For the second quarter of 2023, we reported a comprehensive loss of $2.8 million, which consisted of $1.2 million in operating expenses, $1.6 million for Trilogy’s 50% share of Ambler Metals’ operating loss.

In the second quarter of 2022,

we reported a comprehensive loss of $4.1 million, which consisted of $1.5 million in operating expenses, $2.5 million for Trilogy’s 50% share of Ambler Metals’ operating loss and $0.1 million in mineral properties that were written off during the quarter.

The decrease in comprehensive loss in the second quarter of 2023 compared to the same quarter in 2022 was due to decrease in our share loss of Ambler Metals, stock-based compensation and salaries.

The decrease of our share of losses of Ambler Metals was mainly due to decrease in mineral property expenses over the comparative quarter in the prior year from decrease in drilling, engineering and project to support cost, and partially offset from increase cost in the Ambler Access Project.

For the first quarter of 2023, we reported a comprehensive loss of $5.1 million, which consisted of $3.6 million in operating expenses and $1.5 million for Trilogy’s 50% share of Ambler Metals’ operating loss.

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for Trilogy’s share of Ambler Metals’ operating loss.

When compared to the first quarter of 2021, our pro rata share of the Joint Venture’s operating loss was $0.8 million higher for the first quarter of 2022 as it included pre-development costs incurred by Ambler Metals for the Ambler Access Project.

The $0.3 million decrease in operating expenses for the

first quarter of 2022 versus the comparative was primarily due to a decrease of $0.2 million in stock-based compensation

during the first quarter of 2022.

The remaining $0.1 million in cost reduction was spread over the general and administrative, investor relations, professional fees and salaries cost categories.

The slight increase in comprehensive loss in the first quarter of 2023 compared to the first quarter of 2022 was due to increase in stock-based compensation and professional fees and partially offset from the decrease in our share of losses of Ambler Metals, investor relations and salaries.

The decrease in our share of losses of Ambler Metals was mainly due to decrease in mineral property expenses.

Liquidity and capital resources

We expended $3.1 million on operating activities during the 2023 fiscal year with the majority of cash spent on corporate salaries, professional fees related to our annual regulatory filings, annual insurance renewal, annual fees paid to the Toronto Stock Exchange and the NYSE American Exchange and with the American and Canadian securities commissions.

At November 30, 2022, we had $2.6 million in cash and working capital of $2.4 million.

At November 30, 2023, we had $2.6 million in cash and working capital (current assets less current liabilities) of $2.4 million.

Management continues with cash preservation strategies to reduce cash expenditures where feasible, including but not limited to reductions in marketing and investor conferences and office expenses.

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Future sources of liquidity are likely in the form of an equity financing but may include debt financing, convertible debt, exercise of options, or other means.

continued operations of the Company are dependent on its ability to obtain additional financing or to generate future cash flows.

The continued operations of the Company are dependent on its ability to obtain additional financing or to generate future cash flows.

There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms.

These uncertainties rise substantial doubt about the Company’s ability to continue as a going concern.

These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.

Off-balance sheet arrangements

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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 Canadian chartered financial institutions.

The Company’s accounts receivable are for the value added tax credit.

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

The Company holds cash and cash equivalents with Canadian chartered financial institutions.

The Company’s only significant exposure to credit risk is equal to the balance of cash and cash equivalents as recorded in the financial statements.

The majority of the Company’s cash and cash equivalents held at November 30, 2023 is uninsured.

The Company does not consider any of its financial assets to be impaired as of November 30, 2023.

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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.

We must make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits including interest and penalties.

We are subject to income tax law in the United States and Canada.

The evaluation of tax liabilities involving uncertainties in the application of complex tax regulation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and

effectively settled issues.

The evaluation of an uncertain tax position requires significant judgment, and a change in such judgement would result in an additional charge to the income tax expense and liability.

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Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S.

and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, including providing reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to permit timely decisions regarding public disclosure.

and Canadian securities legislation is recorded, processed, summarized and

reported within the time periods specified in those rules, including providing reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to permit timely decisions regarding public disclosure.

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the U.S.

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Trilogy and its future business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration of its mineral properties.

Certain of these risks and uncertainties are under the heading “Risk Factors” under Trilogy’s Form 10-K dated February 14, 2023 available on SEDAR at www.sedar.com and EDGAR at www.sec.gov and on our website at www.trilogymetals.com.

Certain of these risks and uncertainties are under the heading “Risk Factors” under Trilogy’s Form 10-K dated February 9, 2024 available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com.

Additional information

Additional information regarding the Company, including our annual report on Form 10-K, is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov and on our website at www.trilogymetals.com .

Additional information regarding the Company, including our annual report on Form 10-K, is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com .

Cautionary notes

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statements regarding the Ambler Road Project;

the timing of the final SEIS and a Record of Decision;

or other statements that are not statements of fact.

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Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

“goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, as well as on a number of material assumptions, which could prove to be significantly incorrect, including about:

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● expected trends and specific assumptions regarding metal prices and currency exchange rates;

● the potential impact of the novel coronavirus (COVID-19);

● risks related to the future effects of the COVID-19 pandemic;

● prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels.

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Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:

● risks related to the COVID-19 pandemic;

● risks related to inability to define proven and probable reserves;

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● increased regulatory compliance costs, associated with rules and regulations promulgated by the United States Securities and Exchange Commission, Canadian Securities Administrators, the NYSE American, the Toronto Stock Exchange, and the Financial Accounting Standards Boards, and more specifically, our efforts to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act;

● risks related to the future effects of the COVID-19 pandemic.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.

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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 7. Management’s Discussion and Analysis