What changed in this filing

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Item 1. Financial Statements

2025-07-10 compared with 2025-04-02 · 93 added, 107 removed, 244 unchanged (45% of the section changed)

3 unchanged sentences

in thousands of US dollars

February 28, 2025

November 30, 2024

25 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

2 unchanged sentences

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

February 28, 2025

February 29, 2024

For the three months ended

For the six months ended

Foreign exchange (gain) loss

14 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

11 unchanged sentences

Balance – February 29, 2024

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – May 31, 2024

Balance – November 30, 2024

5 unchanged sentences

Balance – February 28, 2025

Exercise of options

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – May 31, 2025

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

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

1 unchanged sentence

in thousands of US dollars

For the three months ended

February 28, 2025

February 29, 2024

For the six months ended

Cash flows used in operating activities

3 unchanged sentences

Office lease accounting

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

Unrealized foreign exchange (gain) loss

Loss on equity investment in Ambler Metals LLC

Unrealized foreign exchange gain

Stock-based compensation

2 unchanged sentences

Decrease in deposits and prepaid amounts

(Decrease) Increase in accounts payable and accrued liabilities

Increase in accounts payable and accrued liabilities

Total cash flows used in operating activities

3 unchanged sentences

Cash flows from investing activities

Return of capital from Ambler Metals LLC

Total cash flows from investing activities

1 unchanged sentence

Effect of exchange rate on cash

Cash – beginning of the period

Cash – beginning of the year

Cash – end of the period

1 unchanged sentence

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 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 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.

These condensed interim consolidated financial statements include all adjustments necessary for the fair statement of the Company’s financial position as of May 31, 2025 and our results of operations and cash flows for the six-month periods ended May 31, 2025 and May 31, 2024.

The results of operations for the six-month period ended May 31, 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 April 1, 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 July 9, 2025.

Use of estimates and measurement uncertainties

7 unchanged sentences

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

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

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 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.

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.

5 unchanged sentences

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.

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

Updates to Income Tax Disclosure

12 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 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 February 28, 2025 (2024 - $ 1.6

Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of May 31, 2025, totaled $ 106.2 million (2024 - $ 121.2 million).

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 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.

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 $ 0.8 million for the three-month period ending May 31, 2025 (2024 - $ 0.6 million) and $ 1.3 million for the six-month period ending May 31, 2025 (2024 - $ 1.4 million).

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at May 31, 2025 is summarized on the following table.

in thousands of dollars

November 30, 2024, Investment in Ambler Metals

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

February 28, 2025

November 30, 2024

Cash and cash equivalents

Mineral properties

Total liabilities

Accounts payable and accrued liabilities

Members' equity (total assets less total liabilities)

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

For the three months ended

February 28, 2025

February 29, 2024

Corporate salaries and wages

General and administrative

Mineral property expense

Professional fees

Foreign exchange (gain)/loss

Interest and other income

Comprehensive loss

(e) Related party transactions

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.

Share of loss on equity investment for the six-month period ending May 31, 2025

May 31, 2025, Investment in Ambler Metals

During the six-month period ended May 31, 2025, the Company charged $ 13,000 (2024 - $ 25,000 ) 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 $ 92,200 (2024 - $ 52,000 ) 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

February 28, 2025

November 30, 2024

3 unchanged sentences

Accounts payable and accrued liabilities

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

2 unchanged sentences

Net amortization

Balance as at February 28, 2025

Balance as at May 31, 2025

(b) Lease liabilities

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.

On July 1, 2024, the Company entered into a four-year lease for office space expiring in June 2028.

The lease has no extension option.

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

The current monthly lease payment is approximately CDN $ 9,500 consisting of both base rent and variable operating costs.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

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

in thousands of dollars

Three months ended

February 28, 2025

February 29, 2024

Six months ended

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

For the six-month period ended May 31, 2025, variable lease costs have been reduced by a refund received for adjusted operating costs.

As at May 31, 2025, the weighted-average remaining lease payment term is 2.9 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.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

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:

Supplemental cash flow information relating to our leases during the six-month period ending May 31, 2025 is as follows:

● Cash paid for base rent included in the measurement of lease liabilities was $ 23,597

Future minimum payments relating to the lease recognized in our balance sheet as of May 31, 2025 are as follows:

in thousands of dollars

February 28, 2025

Total undiscounted lease payments

3 unchanged sentences

Long-term portion of lease liability

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

6) Share capital

5 unchanged sentences

Exercise of options

Restricted Share Units

Shares issued from Restricted Share Units

Services settled by common shares

February 28, 2025, issued and outstanding

May 31, 2025, issued and outstanding

The Company filed a final short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the “Canadian Base Shelf Prospectus”), and a corresponding shelf registration statement on Form S-3 (the “Registration Statement” together with the Canadian Base Shelf Prospectus, the “Base Shelf Prospectus”) with the United States Securities and Exchange Commission (“SEC”) allowing for the future issuance, from time to time, of up to US$ 50 million in common shares of the Company (the “Common Shares”), warrants to purchase Common Shares, share purchase contracts of the Company, subscription receipts and units comprised of some or all of the foregoing securities (collectively, the “Securities”).

Any amounts, prices and terms will be determined based on market conditions at the time of an offering and will be set out in an accompanying prospectus supplement.

The final Base Shelf Prospectus became effective on April 14, 2025.

The Canadian Base Shelf Prospectus will remain effective for 25 months, while the Registration Statement will remain effective for three years.

On May 27, 2025, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with BMO Nesbitt Burns Inc., Cantor Fitzgerald Canada Corporation (the “Canadian Agents”), BMO Capital Markets Corp.

and Cantor Fitzgerald & Co.

Agents” together with the Canadian Agents, the “Agents”) for an at-the-market equity program (“ATM Program”) to distribute up to US$ 25 million of Common Shares of the Company.

As of May 31, 2025, the Company has not utilized the ATM Program.

Stock options

During the three-month period ended February 28, 2025, the Company granted 2,125,000 stock options (2024 - 2,775,000 stock options) at an exercise price of CDN$ 1.52 (2024 - CDN$ 0.59 ) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period.

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

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.

The fair value attributable to each of these option grants was $ 0.59 (2024 - $ 0.20 ).

No grants were made during the respective three-month period ended May 31, 2025 and 2024.

For the six-month period ended May 31, 2025, Trilogy recognized a stock-based compensation charge of $ 0.9 million (2024 - $ 0.4 million) for stock 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.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

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

Assumptions used in the pricing model for options granted in the six-month period ended May 31, 2025 are as provided below.

Risk-free interest rates

3 unchanged sentences

Expected dividends

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 .

As at May 31, 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 $ 0.4 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

This expense is expected to be recognized over the next nineteen months.

A summary of the Company’s stock options outstanding and changes during the six-month period ended May 31, 2025 is as follows:

Weighted average

1 unchanged sentence

Number of options

Balance – beginning of the period

Balance – beginning of the year

( 3,390,000 )

Balance – end of the period

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.

During the six-month period ended May 31, 2025, the Company issued 350,000 common shares (2024 – nil ) of the Company on the exercise of stock options with a weighted average price of CDN$ 0.82 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.

The following table summarizes information about the stock options outstanding at May 31, 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 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 ).

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at May 31, 2025 was $ 4.0 million (2024 - $ Nil ) and the aggregate intrinsic value of exercised stock options for the six-month period ending May 31, 2025 was $ 0.3 million (2024 - $ Nil ).

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

4 unchanged sentences

All units are accounted for as equity-settled awards.

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

A summary of the Company’s unit plans and changes during the six-month period ending May 31, 2025 is as follows:

Number of RSUs

1 unchanged sentence

Number of Fixed DSUs

Balance – beginning of the period

Vested/Converted

Balance – beginning of the year

Settled in common shares

( 2,806,097 )

Balance – end of the period

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.

For the six-month period ending May 31, 2025, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 1.4 million (2024 - $ 1.6 million), net of estimated forfeitures.

7) Fair value accounting

7 unchanged sentences

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.

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.

The majority of the Company’s cash and cash equivalents is held with a single Canadian Financial Institution and is uninsured as at May 31, 2025.

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accrued expenses and accounts payable approximate fair value due to the short-term nature of these instruments.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 2025

Trilogy Metals Inc.

4 unchanged sentences

in thousands of dollars

Three months ended

February 28, 2025

February 29, 2024

Six months ended

Interest received

10) Subsequent events

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.

On June 2, 2025, pursuant to previous elections, the Board of Directors were granted 67,073 DSUs in settlement of approximately $ 82,000 of director fees.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2025

For the Quarter Ended May 31, 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