What changed in this filing

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Item 1A. Risk Factors

2025-02-14 compared with 2024-02-09 · 25 added, 42 removed, 338 unchanged (17% of the section changed)

Investing in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of exploration of our mineral properties.

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 future of the COVID Pandemic

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

The Company faces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions.

The Company’s business could be adversely impacted by the effects of the coronavirus or other epidemics.

In December 2019, a novel strain of the coronavirus (“COVID-19”) emerged in China and the virus has now spread around the world, including Canada and the U.S.

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, 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.

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 Company’s Mineral Properties

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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 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.

Once our share of the funding originally contributed by South32 to Ambler Metals (part of which was returned to us in 2024) has been expended, 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.

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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.

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The costs, timing and complexities of developing our projects may be greater than anticipated because our property interests are not located in developed areas, and, as a result, our property interests are not currently served by appropriate road access, water and power supply and other support infrastructure.

Cost estimates may increase significantly as more detailed engineering work is completed on a project.

Cost estimates may increase

significantly as more detailed engineering work is completed on a project.

It is common in new mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up.

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

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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(i) disagreement with our business partner on how to develop and operate the Upper Kobuk Mineral Projects efficiently;

(ii) inability to exert influence over certain strategic decisions made in respect of the jointly-held Upper Kobuk Mineral Projects;

(ii) inability to exert influence over certain strategic decisions

made in respect of the jointly-held Upper Kobuk Mineral Projects;

(iii) inability of our business partner to meet its obligations to the joint business or third parties;

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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").

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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The Company's insurance premiums have increased in recent years and in other circumstances the scope of insurance coverage has been reduced.

The Company also expects insurance premiums to increase due to the impacts of COVID-19.

Insurance against certain environmental risks, including potential liability for pollution and other hazards associated with mineral exploration and production, is not generally available to companies within the mining industry.

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All of our exploration, potential development and production activities are subject to regulation by governmental agencies under various environmental laws.

These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations.

These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and

endangered species and reclamation of lands disturbed by mining operations.

Environmental legislation is evolving, and the general trend has been towards stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and increasing responsibility for companies and their officers, directors and employees.

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These include revisions to Alaska's Water Quality Standards regarding mixing zones regulations, which are currently under Environmental Protection Agency review, and which revisions may be required in order to authorize a mixing zone for discharge in Subarctic Creek.

Future changes in these

laws or regulations could have a significant adverse impact on some portion of our business, requiring us to re-evaluate those activities at that time.

Future changes in these laws or regulations could have a significant adverse impact on some portion of our business, requiring us to re-evaluate those activities at that time.

Environmental hazards may exist on our properties that are unknown to us at the present time and that have been caused by previous owners or operators or that may have occurred naturally.

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We are dependent on the services of key executives and other highly skilled and experienced personnel to advance our corporate objectives as well as the identification of new opportunities for growth and funding.

Giardini and Ms.

Sanders are currently our only executive officers.

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Certain of our directors and officers also serve as directors or officers, in other companies involved in natural resource exploration and development or mining-related activities, including, in particular, NovaGold.

To the extent that such other companies may participate in ventures in which we may participate in, or in ventures which we may seek to

participate in, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.

To the extent that such other companies may participate in ventures in which we may participate in, or in ventures which we may seek to participate in, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.

In all cases where our directors and officers have an interest in other companies, such other companies may also compete with us for the acquisition of mineral property investments.

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We do not intend to pay cash dividends on the Common Shares in the foreseeable future.

We will not declare or pay any dividends until such time as our cash flow exceeds our capital requirements and will depend upon, among other things, conditions then existing including earnings, financial condition, restrictions in financing arrangements, business opportunities and conditions and other factors, or our Board determines that our shareholders could make better use of the cash.

opportunities and conditions and other factors, or our Board determines that our shareholders could make better use of the cash.

We may be a “passive foreign investment company” in future periods, which may have adverse U.S.

federal income tax consequences for U.S.

shareholders.

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.

Holder’s (as defined below under Certain U.S.

Holders (as defined below under “Certain U.S.

Federal Income Tax Considerations – U.S.

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.

Holders”) 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, 2023 and 2024 and may be a PFIC in future tax years.

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

Holder’s holding period, then such U.S.

Holder 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 ”).

In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S.

Holder who makes a QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts to our shareholders.

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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.

tax law may adversely impact the Company and the value of Common Shares.

Changes to U.S.

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

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.

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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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