102 unchanged sentences
Consent of Wood Canada Limited
−Removed: Consent of Ausenco Engineering Canada Inc.
+Added: Consent of Ausenco Engineering Canada ULC.
Consent of SRK Consulting (Canada) Inc.
Consent of Brown and Caldwell
−Removed: Consent of Wood Canada Limited
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
4 unchanged sentences
Technical Report Summary on the Initial Assessment of the Bornite Mineral Resource, Northwest Alaska, USA (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 14, 2023)
+Added: Incentive Compensation Recovery Policy
The following materials from Trilogy Metals Inc.’s Annual Report on Form 10-K for the year ended November 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
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Opinion on the Financial Statements
−Removed: We have audited the accompanying balance sheets of Ambler Metals LLC (the Company) as of November 30, 2022 and 2021, and the related statements of loss and comprehensive loss, changes in members' equity and cash flows for the years then ended and for the period from February 11, 2020 to November 30, 2020, including the related notes (collectively referred to as the financial statements).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended and for the period from February 11, 2020 to November 30, 2020 in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying balance sheets of Ambler Metals LLC (the Company) as of November 30, 2023 and 2022, and the related statements of loss and comprehensive loss, changes in members' equity and cash flows for each of the three years in the period ended November 30, 2023, including the related notes (collectively referred to as the financial statements).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Assessment of impairment indicators for mineral properties
+Added: Impairment indicator assessment of mineral properties
As described in Notes 2 and 5 to the financial statements, management assesses the possibility of impairment in the carrying value of mineral properties whenever events or changes in circumstances indicate that the carrying value may not be recoverable (impairment indicators).
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Management applies judgment to assess whether events or changes in circumstances indicate the carrying value of an asset may not be recoverable, giving rise to the requirement to conduct an impairment test.
−Removed: Events or changes in circumstances that could trigger an impairment test include (i) significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices, or significant adverse changes in
−Removed: legal factors, (ii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the mineral properties, and (iii) significant decreases in the market prices of the mineral properties.
−Removed: The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of mineral properties is a critical audit matter are that there was judgment by management when assessing whether there were impairment indicators related to the Company’s mineral properties, specifically in regards to assessing whether there were:
−Removed: (i) significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices, or significant adverse changes in legal factors, (ii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the mineral properties, and (iii) significant decreases in the market prices of the mineral properties.
−Removed: This in turn led to a high degree of auditor judgment and subjectivity in performing procedures to evaluate audit evidence relating to the judgment made by management in their assessment of impairment indicators that could give rise to the requirement to conduct an impairment test.
+Added: Events or changes in circumstances that could trigger an impairment test include (i) significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices, or significant adverse changes in legal factors, (ii) an accumulation of costs significantly in excess of the amount originally expected for the construction of the mineral properties, and (iii) significant decreases in the market prices of the mineral properties.
+Added: The principal considerations for our determination that performing procedures relating to the impairment indicator assessment of mineral properties is a critical audit matter are that there was judgment by management when assessing whether there were impairment indicators related to the Company's mineral properties, specifically in regards to assessing whether there were:
+Added: (i) significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices, or significant adverse changes in legal factors, (ii) an accumulation of costs significantly in excess of the amount originally expected for the construction of the mineral properties, (iii) significant decreases in the market prices of the mineral properties.
+Added: This in turn led to a high degree of auditor judgment and subjectivity in performing procedures to evaluate audit evidence relating to the judgment made by management in their assessment of impairment indicators that could give rise to the requirement to conduct an impairment test, and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
−Removed: These procedures included, among others, (i) evaluating whether there were significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices by considering external market and industry data, (ii) evaluating whether there were significant adverse changes in legal factors with respect to title matters by obtaining on a sample basis evidence to support the rights to the mineral properties, (iii) evaluating whether there were significant decreases in the market prices of the mineral properties by considering prolonged declines in Trilogy Metals Inc.’s share price, and (iv) evaluating whether there was an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the mineral properties, or other factors that may indicate that the carrying values of the mineral properties may not be recoverable, through consideration of evidence obtained in other areas of the audit.
+Added: These procedures included, among others, (i) evaluating whether there were significant adverse changes in the business climate including significant decreases in copper, zinc, and other metal prices by considering external market and industry data, (ii) evaluating whether there were significant adverse changes in legal factors with respect to title matters by obtaining on a sample basis evidence to support the rights to the mineral properties, (iii) with the assistance of professionals with specialized skill and knowledge evaluating whether there were significant decreases in the market prices of the mineral properties by considering the implied in situ value of recent market transactions of comparable mineral properties, and (iv) evaluating whether there was an accumulation of costs significantly in excess of the amount originally expected for the construction of the mineral properties, or other factors that may indicate that the carrying values of the mineral properties may not be recoverable, through consideration of evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
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Deposits and prepaid
−Removed: Current loan receivable (note 1,8)
Accounts receivables and other assets
1 unchanged sentence
Right of use asset (note 7)
−Removed: Loan receivable (note 1,8)
Property, plant and equipment (note 4)
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in thousands of US dollars
−Removed: February 11, 2020 - November 30, 2020
Corporate salaries and wages
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Total members' equity
−Removed: Opening balance
−Removed: Loss for the period
Balance - November 30, 2020
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Balance - November 30, 2022
+Added: Owner contributions
+Added: Loss for the year
+Added: Balance - November 30, 2023
(See accompanying notes to the financial statements)
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November 30, 2022
−Removed: February 11, 2020 - November 30, 2020
+Added: November 30, 2021
Cash flows from (used in) operating activities
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Machinery and equipment
−Removed: Computer hardware and software
Furniture and equipment
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Increase (decrease) in cash
−Removed: Cash - beginning of the period
−Removed: Cash - end of year
+Added: Cash - beginning of the year
+Added: Cash - end of the year
(See accompanying notes to the financial statements)
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The Company is engaged in the exploration and development of mineral properties 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” or “USA”).
−Removed: On February 11, 2020, pursuant to a contribution agreement among Trilogy, South32 and the Company (the “Contribution Agreement”), Trilogy contributed to the Company all of Trilogy’s assets associated with the Upper Kobuk Mineral Projects ("UKMP") located in northwest Alaska in exchange for a 50% membership interest in the Company.
+Added: On February 11, 2020, pursuant to a contribution agreement among Trilogy, South32 and the Company (the “Contribution Agreement”), Trilogy contributed to the Company all of Trilogy’s assets associated with the Upper Kobuk Mineral Projects ("UKMP") located in northwest Alaska in exchange for a 50% membership interest in the Company.
Simultaneously, South32 contributed $145 million cash in exchange for a 50% membership interest in the Company.
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The loan repayment terms were such that quarterly payments became due from South32 on a quarterly basis beginning in 2Q 2021 based on forecasted expenditures.
−Removed: On June 21, 2022, South32 paid the full balance of the loan, consisting of $53.0 million principal and $0.5 million interest.
−Removed: See note 8 for additional information.
+Added: On June 21, 2022, South32 paid the full balance of the loan.
Ambler Metals LLC
54 unchanged sentences
The functional currency of the Company and the Company’s reporting currency is the United States dollar.
−Removed: As of November 30, 2022, included in cash is $0.4 million denominated in Canadian dollars and $80.5 million denominated in United States dollars.
+Added: As of November 30, 2023, included in cash is $0.2 million (2022 - $0.3 million) denominated in Canadian dollars and $63.6 million (2022 - $80.5 million) denominated in United States dollars.
+Added: The Company holds cash with a single US Financial Institution and the majority of the cash is uninsured.
Ambler Metals LLC
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Cost at November 30, 2021
−Removed: Assets derecognized
Accumulated Depreciation
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November 30, 2023
−Removed: November 30, 2022
On February 11, 2020, the Ambler lands in Northwest Alaska, which contains the copper-zinc-lead-gold-silver Arctic Project and other mineralized targets within the volcanogenic massive sulfide belt, were contributed to Ambler Metals LLC pursuant to the Contribution Agreement.
The Ambler lands are subject to a 1% net smelter return (“NSR”) royalty that can be purchased at any time for a one-time payment of $10 million.
−Removed: Mineral property costs of approximately $142 thousand were added to the Ambler land holdings during the period ended November 30, 2022.
+Added: There were no mineral property additions during the period ended November 30, 2023.
On February 11, 2020, the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc.
(“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska, were contributed to Ambler Metals LLC pursuant to the Contribution Agreement.
+Added: Upon a decision to proceed with construction of a mine on the Ambler or Bornite lands, NANA maintains the right to purchase between a 16%-25% ownership interest in the mine or retain a 15% net proceeds royalty which is payable after Ambler Metals LLC has recovered certain historical costs, including capital and cost of capital.
+Added: Should NANA elect to
Ambler Metals LLC
2 unchanged sentences
dollars, unless otherwise noted
−Removed: Upon a decision to proceed with construction of a mine on the Ambler or Bornite lands, NANA maintains the right to purchase between a 16%-25% ownership interest in the mine or retain a 15% net proceeds royalty which is payable after Ambler Metals LLC has recovered certain historical costs, including capital and cost of capital.
−Removed: Should NANA elect to purchase an ownership interest, consideration will be payable equal to all historical costs incurred on the properties at the elected percentage, not to be less than zero.
+Added: purchase an ownership interest, consideration will be payable equal to all historical costs incurred on the properties at the elected percentage, not to be less than zero.
The parties would form a joint venture and be responsible for all future costs, including capital costs of the mine based on their pro-rata share.
2 unchanged sentences
The following table summarizes mineral properties expense incurred for the year ended November 30, 2023, November 30, 2022 and November 30, 2021.
−Removed: Lease expense for the warehouse previously classified as general and administrative of approximately $81 thousand and $48 thousand for the years ended November 30, 2021 and November 30, 2020, respectively, were reclassified to mineral property expense under project support in order to align with the current period presentation.
+Added: Lease expense for the warehouse previously classified as general and administrative of approximately $81 thousand for the years ended November 30, 2021 were reclassified to mineral property expense under project support in order to align with the current period presentation.
in thousands of US dollars
1 unchanged sentence
November 30, 2022
−Removed: February 11, 2020 - November 30, 2020
+Added: November 30, 2021
Ambler Access Project
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Accounts payable
−Removed: Accrued demobilization charges
Accrued salaries and vacation
10 unchanged sentences
Opening balance
−Removed: Recognition of right of use asset
Right of use asset
12 unchanged sentences
Variable lease costs consist primarily of the Company’s portion of common area maintenance fees including taxes.
−Removed: As of November 30, 2022, variable costs were approximately $3 thousand.
As of November 30, 2023, the remaining lease term was 25 months for the headquarters office and 8 months for the warehouse.
13 unchanged sentences
Related party transactions
−Removed: During the year ended November 30, 2022, the Company earned interest of $0.6 million (2021 - $1 million), from the loan to South32 and received payments on the loan of $56 million, of which, $0.7 million applied to interest and $55.2 million applied to principal.
+Added: During the year ended November 30, 2023, the Company incurred $39 thousand related to support from Trilogy (2022 – $nil), $27 thousand was paid and the remaining $12 thousand were included in accounts payable and accrued liabilities.
+Added: During the year ended November 30, 2023, the Company earned interest of $nil (2022 - $0.6 million) from South32.
Financial risk management
6 unchanged sentences
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.
−Removed: The Company holds cash with a financial institution that is federally insured through FDIC.
−Removed: The Company’s exposure to credit risk is equal to the balance of cash recorded in the financial statements.
+Added: The Company holds cash with a single US Financial Institution.
+Added: The Company’s only significant exposure to credit risk is equal to the balance of cash as recorded in the financial statements.
+Added: The majority of the Company’s cash held at November 30, 2023 is uninsured.
+Added: The Company does not consider any of its financial assets to be impaired as of November 30, 2023.
(c) Liquidity risk
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February 9, 2024
−Removed: /s/ Kalidas Madhavpeddi
−Removed: February 14, 2023
−Removed: Kalidas Madhavpeddi
/s/ Janice Stairs
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.