What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-02 compared with 2024-10-08 · 127 added, 162 removed, 224 unchanged (56% of the section changed)

3 unchanged sentences

in thousands of US dollars

August 31, 2024

February 28, 2025

November 30, 2024

8 unchanged sentences

Accounts payable and accrued liabilities (note 4)

Current portion of lease liability

Current portion of lease liability (note 5b))

Total current liabilities

Long-term portion of lease liability

Long-term portion of lease liability (note 5(b))

Total liabilities

12 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

2 unchanged sentences

in thousands of US dollars, except share and per share amounts

For the three months ended

For the nine months ended

August 31, 2024

August 31, 2023

August 31, 2024

August 31, 2023

Exploration expenses

Foreign exchange loss (gain)

February 28, 2025

February 29, 2024

Foreign exchange (gain) loss

General and administrative

13 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

11 unchanged sentences

Balance – February 29, 2024

Shares issued for private placement, net of share issue cost

Restricted Share Units

Deferred Share Units conversion

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – May 31, 2023

Restricted Share Units

Services settled by common shares

NovaGold deferred share units conversion

Stock-based compensation

Loss for the period

Balance – August 31, 2023

Balance – November 30, 2024

Exercise of options

Restricted Share Units

Joint venture contribution

Services settled by common shares

2 unchanged sentences

Balance – February 28, 2025

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – May 31, 2024

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – August 31, 2024

(See accompanying notes to the condensed interim consolidated financial statements)

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

1 unchanged sentence

in thousands of US dollars

For the nine months ended

August 31, 2024

August 31, 2023

For the three months ended

February 28, 2025

February 29, 2024

Cash flows used in operating activities

3 unchanged sentences

Office lease accounting

Loss on equity investment in Ambler Metals LLC (note 3(b))

Loss on equity investment in Ambler Metals LLC (note 3(c))

Unrealized foreign exchange (gain) loss

1 unchanged sentence

Net change in non-cash working capital

Decrease in accounts receivable

(Increase) Decrease in accounts receivable

Decrease in deposits and prepaid amounts

Increase in accounts payable and accrued liabilities

(Decrease) Increase in accounts payable and accrued liabilities

Total cash flows used in operating activities

Cash flows from financing activities

Issuance of common shares, net of share issue cost (note 6(a))

Proceeds from exercise of options

Total cash flows from financing activities

Cash flows from investing activities

Return of capital from Ambler Metals LLC (note 3(c))

Total cash flows from investing activities

1 unchanged sentence

Effect of exchange rate on cash

Cash and cash equivalents – beginning of the period

Cash and cash equivalents – end of the period

Cash – beginning of the period

Cash – end of the period

(See accompanying notes to the condensed interim consolidated financial statements)

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

14 unchanged sentences

References to CDN$ refer to amounts in Canadian dollars.

These condensed interim consolidated financial statements include all adjustments necessary for the fair statement of the Company’s financial position as of August 31, 2024 and our results of operations and cash flows for the nine-month periods ended August 31, 2024 and August 31, 2023.

The results of operations for the nine-month period ended August 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2024.

These condensed interim consolidated financial statements include all adjustments necessary for the fair statement of the Company’s financial position as of February 28, 2025 and our results of operations and cash flows for the three-month periods ended February 28, 2025 and February 29, 2024.

The results of operations for the three-month period ended February 28, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2025.

As these condensed interim consolidated financial statements do not contain all of the disclosures required by U.S.

1 unchanged sentence

Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 14, 2025.

These condensed interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on October 7, 2024.

These condensed interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on April 1, 2025.

Use of estimates and measurement uncertainties

3 unchanged sentences

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.

Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals LLC (“Ambler Metals”) whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable.

Ambler Metals is a non-publicly traded equity investment owning exploration and development projects.

1 unchanged sentence

The Company assesses whether there has been a potential triggering event for other-than-temporary impairment by assessing the underlying assets of Ambler Metals for recoverability and assessing whether there has been a change in the development plan or strategy for the projects.

If the Company concludes there is sufficient evidence for an other-than-temporary impairment, an assessment of fair value is performed.

If the underlying assets are not recoverable, the Company will record an impairment charge equal to the difference between the carrying amount of the equity investment and its fair value.

This assessment is subjective and requires consideration at each period end.

If the Company concludes there is sufficient evidence for an other-than-temporary impairment, an assessment

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

of fair value is performed.

If the underlying assets are not recoverable, the Company will record an impairment charge equal to the difference between the carrying amount of the equity investment and its fair value.

This assessment is subjective and requires consideration at each period end.

New accounting pronouncements

Updates to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

AUS 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets.

The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025, and subsequent interim periods, with early adoption permitted.

The Company is evaluating the impact of the guidance on the consolidated financial statements or disclosures.

Updates to Income Tax Disclosure

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted.

The Company is evaluating the impact of the guidance on the consolidated financial statements.

3) Investment in Ambler Metals LLC

7 unchanged sentences

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 maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of August 31, 2024, totaled $ 108.1 million (2023 - $ 136.9 million).

Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of February 28, 2025, totaled $ 106.9 million (2024 - $ 134.0 million).

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 $ 1.2 million for the three-month period ending August 31, 2024 (2023 - $ 5.8 million) and $ 4.0 million for the nine-month period ending August 31, 2024 (2023 - $ 12.0 million).

During the nine-month period ending August 31, 2024, Trilogy made a $ 112,000 equity contribution to Ambler Metals through the issuance of 143,507 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 $ 112,000 in cash for their 50 % share.

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at August 31, 2024 is summarized on the following table.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at February 28, 2025 is summarized on the following table.

in thousands of dollars

November 30, 2024, Investment in Ambler Metals

Joint venture equity contribution

Return of capital

Share of loss on equity investment for the nine-month period ending August 31, 2024

August 31, 2024, Investment in Ambler Metals

The following table summarizes Ambler Metals’ Balance Sheet as at August 31, 2024.

Share of loss on equity investment for the three month period ending February 28, 2025

February 28, 2025, Investment in Ambler Metals

The following table summarizes Ambler Metals’ Balance Sheet on a 100% basis as at February 28, 2025.

in thousands of dollars

August 31, 2024

February 28, 2025

November 30, 2024

4 unchanged sentences

Members' equity (total assets less total liabilities)

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Ambler Metals’ cash and cash equivalents are held at one bank of which the majority is uninsured.

During the second and third quarters, Ambler Metals returned $ 50 million of excess cash to the members.

(d) The following table summarizes Ambler Metals' loss for the three-month and nine-month periods ended August 31, 2024 and August 31, 2023.

Ambler Metals’ cash and cash equivalents are held at one bank of which the majority is uninsured as at February 28, 2025.

(d) The following table summarizes Ambler Metals' loss for the three-month and three-month periods ended February 28, 2025 and February 29, 2024.

in thousands of dollars

Three months ended

Nine months ended

August 31, 2024

August 31, 2023

August 31, 2024

August 31, 2023

For the three months ended

February 28, 2025

February 29, 2024

Corporate salaries and wages

2 unchanged sentences

Professional fees

Foreign exchange loss

Foreign exchange (gain)/loss

Interest and other income

1 unchanged sentence

(e) Related party transactions

During the nine-month period ended August 31, 2024, the Company charged $ 47,000 (2023 - $ Nil ) related to human resources and accounting services in connection with a service agreement between the Company and Ambler Metals.

In addition, the Company received payments of $ 64,000 (2023 - $ Nil ) related to operating expenses paid on behalf of Ambler Metals pursuant to the service agreement.

During the three-month period ended February 28, 2025, the Company charged $ 8,000 (2024 - $ 10,000 ) related to administrative and accounting services in connection with a service agreement between the Company and Ambler Metals.

In addition, the Company received payments of $ 38,000 (2024 - $ 16,000 ) related to operating expenses paid on behalf of Ambler Metals pursuant to the service agreement.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

4) Accounts payable and accrued liabilities

in thousands of dollars

August 31, 2024

February 28, 2025

November 30, 2024

3 unchanged sentences

Accounts payable and accrued liabilities

Subsequent to the end of the third quarter, on September 3, 2024, approximately $ 153,000 of accrued salaries was settled through the issuance of common shares of the Company.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Subsequent to the end of the first quarter, on March 6, 2025, approximately $ 145,000 of accrued salaries was settled through the issuance of common shares of the Company.

(a) Right-of-use asset

1 unchanged sentence

Balance as at November 30, 2024

Net amortization for lease ended June 30, 2024

ROU assets recognized for lease commenced July 1, 2024

Net amortization for lease commenced July 1, 2024

Balance as at August 31, 2024

The Company’s previous office lease ended on June 30, 2024.

The Company entered into a new office lease commencing on July 1, 2024, with a 4-year term ending in June 2028, and with no renewal option.

During the quarter ended August 31, 2024, the Company recognized a ROU asset of $ 170,000 for the new office lease.

Net amortization

Balance as at February 28, 2025

(b) Lease liabilities

The Company’s lease arrangement consists of an operating lease for our office space ending in June 2028.

There are no extension options.

The Company’s lease arrangement consists of an operating lease for the corporate office.

On July 1, 2024, the Company entered into a four-year lease for office space.

The lease has no extension option.

The lease payment is CDN $ 9,500 per month and the lease expires in June 2028.

Total lease expense recorded within general and administrative expenses was comprised of the following components:

in thousands of dollars

Nine months ended

August 31, 2024

August 31, 2023

Three months ended

February 28, 2025

February 29, 2024

Operating lease costs

2 unchanged sentences

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 August 31, 2024, the weighted-average remaining lease term is 3.8 years and the weighted-average discount rate is 9 % .

As at February 28, 2025, the weighted-average remaining lease term is 3.2 years and the weighted-average discount rate is 9 % .

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 nine-month period ending August 31, 2024 are as follows:

● Cash paid for amounts included in the measurement of lease liabilities was $ 45,561 , of which $ 33,159 related to the office lease that expired on June 30, 2024 and $ 12,402 related to the new office lease that commenced on July 1, 2024.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Future minimum payments relating to the lease recognized in our balance sheet as of August 31, 2024 are as follows:

Supplemental cash flow information relating to our leases during the three-month period ending February 28, 2025 is as follows:

● Cash paid for amounts included in the measurement of lease liabilities was $ 11,708 .

Future minimum payments relating to the lease recognized in our balance sheet as of February 28, 2025 are as follows:

in thousands of dollars

August 31, 2024

February 28, 2025

Total undiscounted lease payments

1 unchanged sentence

Present value of lease payments recognized as lease liability

current portion of lease liability

Long-term portion of lease liability

6) Share capital

4 unchanged sentences

November 30, 2024

Exercise of options

Restricted Share Units

Services settled by common shares

Joint venture equity contribution (note 3(a))

August 31, 2024, issued and outstanding

February 28, 2025, issued and outstanding

Stock options

1 unchanged sentence

The fair value attributable to each of these option grants was CDN$ 0.87 (2024 - CDN$ 0.27 ).

No grants were made during the three-month periods ended May 31, 2024 or August 31, 2024.

For the three-month period ended August 31, 2024, Trilogy recognized a stock-based compensation charge of $ 0.1 million (2023 - $ 0.1 million) for options granted to directors, employees and service providers, net of estimated forfeitures.

For the nine-month period ended August 31, 2024, Trilogy recognized a stock-based compensation charge of $ 0.5 million (2023 - $ 0.8 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.

For the three-month period ended February 28, 2025, Trilogy recognized a stock-based compensation charge of $ 0.7 million (2024 - $ 0.3 million) for stock options granted to directors, employees and service providers, net of estimated forfeitures.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Assumptions used in the pricing model for the nine-month period ended August 31, 2024 are as provided below.

August 31, 2024

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 three-month period ended February 28, 2025 are as provided below.

February 28, 2025

November 30, 2024

Risk-free interest rates

3 unchanged sentences

Expected dividends

As at August 31, 2024, there were 2,533,339 non-vested options outstanding with a weighted average exercise price of CDN$ 0.66 .

The value of non-vested stock option expense not yet recognized was $ 0.2 million of which approximately $ 0.1 million will be recognized during the quarter ending November 30, 2024 and the remainder throughout the next fiscal year.

A summary of the Company’s stock options outstanding and changes during the nine-month period ended August 31, 2024 is as follows:

August 31, 2024

As at February 28, 2025, there were 1,925,004 non-vested stock options outstanding with a weighted average exercise price of CDN$ 1.12 .

The unvested stock option expense not yet recognized was $ 0.6 million.

This expense is expected to be recognized over the next twenty-two months.

A summary of the Company’s stock options outstanding and changes during the three-month period ended February 28, 2025 is as follows:

February 28, 2025

Weighted average

4 unchanged sentences

Balance – end of the period

There were no stock options exercised during the nine-month period ended August 31, 2024.

The following table summarizes information about the stock options outstanding at August 31, 2024.

During the three-month period ended February 28, 2025, the Company issued 263,333 common shares (2024 – nil ) of the Company on the exercise of stock options with a weighted average price of CAD$ 0.71 per share.

The Company also reclassified $ 0.1 million from reserves to share capital on exercise of these stock options.

The following table summarizes information about the stock options outstanding at February 28, 2025.

average years

5 unchanged sentences

$ 2.01 to $ 3.00

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at August 31, 2024 was $Nil (2023 - $Nil) and the aggregate intrinsic value of exercised options for the nine-month period ending August 31, 2024 was $Nil (2023 - $Nil).

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at February 28, 2025 was $ 6.0 million (2024 - $ Nil ) and the aggregate intrinsic value of exercised stock options for the three-month period ending February 28, 2025 was $ 0.2 million (2024 - $ Nil ).

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Restricted Share Units and Deferred Share Units

2 unchanged sentences

All units are accounted for as equity-settled awards.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

A summary of the Company’s unit plans and changes during the nine-month period ending August 31, 2024 is as follows:

A summary of the Company’s unit plans and changes during the three-month period ending February 28, 2025 is as follows:

Number of RSUs

5 unchanged sentences

Balance – end of the period

For the three-month period ending August 31, 2024, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 0.2 million (2023 - $ 0.2 million), net of estimated forfeitures.

For the nine-month period ending August 31, 2024, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 1.8 million (2023 - $ 2.0 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.

For the three-month period ending February 28, 2025, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 1.4 million (2024 - $ 1.5 million), net of estimated forfeitures.

7) Fair value accounting

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement.

The three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities.

1 unchanged sentence

The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, 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.

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 August 31, 2024 is limited to the Canadian dollar balances consisting of cash of approximately CDN$ 11,000 , accounts receivable of approximately CDN$ 11,000 and accounts payable of approximately CDN$ 34,000 .

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 $ 1,000 .

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 August 31, 2024.

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

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.

The majority of the Company’s cash and cash equivalents are held with a single Canadian Financial Institution and is uninsured as at February 28, 2025.

The Company did no t have any financial assets and liabilities that were measured and recognized at fair value as at February 28, 2025.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

Contractually obligated undiscounted cash flow requirements as at August 31, 2024 are as follows:

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) Supplemental cash flow information

in thousands of dollars

Accounts payable and accrued liabilities

Included in accounts payable and accrued liabilities approximately $ 153,000 is for accrued salaries that were settled, subsequent to the end of the third quarter, on September 3, 2024, by the way of a grant of RSUs which was paid out through the issuance of common shares of the Company (note 8).

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 August 31, 2024 of approximately $ 25 million, a 1 % change in interest rates would result in a change of approximately $ 250,000 over a one year period, 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.

Three months ended

February 28, 2025

February 29, 2024

Interest received

10) Subsequent events

On September 3, 2024, pursuant to previous elections, the Board of Directors were granted 153,035 DSUs in settlement of approximately $ 78,250 of director fees and senior management were granted 298,263 RSUs in lieu of cash salaries of approximately $ 153,000 , all vesting immediately.

The grants were in support of continued cash preservation efforts.

On March 3, 2025, pursuant to previous elections, the Board of Directors were granted 153,035 DSUs in settlement of approximately $ 82,000 of director fees.

On March 6, 2025, senior management were granted 298,263 RSUs in lieu of cash salaries of approximately $ 145,000 , all vesting immediately.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2024

For the Quarter Ended February 28, 2025

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-Q

Item 1. Financial Statements