PART I -FINANCIAL INFORMATION

Item 1. Financial Statements
Trilogy Metals Inc.
Interim Consolidated Balance Sheets
(unaudited)
~~in thousands of US dollars~~

February 29, 2020
$

November 30, 2019
$

Assets
Current assets
Cash and cash equivalents 15,217 19,174
Accounts receivable (note 3) 418 264
Deposits and prepaid amounts 300 719
15,935 20,157
Rent deposit - 114
Equity method investment (note 4) 175,822 -
Plant and equipment (note 5) 255 715
Right of use asset (note 8) 547 -
Mineral properties and development costs (note 6) - 30,631
192,559 51,617
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 7) 1,274 2,354
Current portion of lease liability 137 -
1,411 2,354
Long-term portion of lease liability (note 8) 510 -
Mineral properties purchase option - 31,000
1,921 33,354
Shareholders’ equity
Share capital (note 9)– unlimited common shares authorized, no par value
Issued -140,659,776 (2019 – 140,427,761)
178,307 177,971
Contributed surplus 122 122
Contributed surplus – options (note 9(a)) 22,272 21,123
Contributed surplus – units (note 9(b)) 1,470 1,759
Deficit (11,533 ) (182,712 )
190,638 18,263
192,559 51,617


in thousands of US dollars

August 31, 2020

November 30, 2019


$


$

Assets





Current assets





Cash and cash equivalents

12,780

19,174

Accounts receivable (note 3)

121

264

Deposits and prepaid amounts

379

719

13,280

20,157

Equity method investment (note 4)

174,167

—

Plant and equipment (note 5)

222

715

Mineral properties and development costs (note 6)

—

30,631

Rent deposit (note 8 (a))

—

114

Right of use asset (note 8 (a))

503

—

188,172

51,617

Liabilities





Current liabilities





Accounts payable and accrued liabilities (note 7)

1,287

2,354

Current portion of lease liability

152

—

1,439

2,354

Long-term portion of lease liability (note 8 (b))

447

—

Mineral properties purchase option

—

31,000

1,886

33,354

Shareholders’ equity





Share capital (note 9) – unlimited common shares authorized, 0 par value Issued – 142,978,805 (2019 – 140,427,761)

179,310

177,971

Contributed surplus

122

122

Contributed surplus – options (note 9(a))

23,024

21,123

Contributed surplus – units (note 9(b))

1,549

1,759

Deficit

(17,719)

(182,712)

186,286

18,263

188,172

51,617

Commitments(note 11)
(See accompanying notes to the interim consolidated financial statements)
/s/ ~~James Gowans,~~Tony Giardini, President, CEO and Director
/s/ Kalidas Madhavpeddi, Director
Approved on behalf of the Board of Directors

Table of contents

Trilogy Metals Inc.

Interim Consolidated Statements of Income (Loss)

and Comprehensive Income ~~(Loss)~~(Loss)
(unaudited)
~~in thousands of US dollars, except share and per share amounts~~
For the three months ended

February 29, 2020
$

February 28, 2019
$

Expenses

Amortization 42 37
Foreign exchange loss (gain) 23 (34 )
General and administrative 651 492
Investor relations 126 117
Mineral properties expense (note 6(a)) 1,545 1,535
Professional fees 668 91
Salaries 224 281
Salaries – stock-based compensation 1,196 1,939
Total expenses 4,475 4,458
Other items
Gain on derecognition of assets contributed to joint venture (note 4(a)) (175,770 ) -
Share of loss on equity investment (note 4(b)) 178 -
Interest and other income (62 ) (122 )
Comprehensive earnings (loss) for the period 171,179 (4,336 )
Basic earnings (loss) per common share $ 1.22 $ (0.03 )
Diluted earnings (loss) per common share $ 1.16 $ (0.03 )
Basic weighted average number of common shares outstanding 140,616,672 131,916,941
Diluted weighted average number of common shares outstanding 147,649,507 131,916,941

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

For the three months ended

For the nine months ended

August 31, 2020

August 31, 2019

August 31, 2020

August 31, 2019


$


$


$


$

Expenses









Amortization

17

31

75

106

Feasibility study (note 6(a))

232

—

974

—

Foreign exchange (gain) loss

37

3

44

(26)

General and administrative

265

435

1,349

1,363

Investor relations

156

164

383

456

Mineral properties expense (note 6(a))

—

10,951

1,545

15,392

Professional fees

165

414

1,031

658

Salaries

170

272

620

835

Salaries – stock-based compensation

1,064

402

3,030

3,005

Total expenses

2,106

12,672

9,051

21,789

Other items









Gain on derecognition of assets contributed to joint venture (note 4(a))

—

—

(175,770)

—

Share of loss on equity investment (note 4(b))

1,094

—

1,833

—

Interest and other income

(16)

(137)

(107)

(409)

Comprehensive (loss) earnings for the period

(3,184)

(12,535)

164,993

(21,380)

Basic (loss) earnings per common share

(0.02)

(0.09)

1.17

(0.16)

Diluted (loss) earnings per common share

(0.02)

(0.09)

1.12

(0.16)

Basic weighted average number of common shares outstanding

141,018,130

136,981,179

140,807,319

133,677,437

Diluted weighted average number of common shares outstanding

141,018,130

136,981,179

146,660,689

133,677,437

(See accompanying notes to the interim consolidated financial statements)

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Trilogy Metals Inc.

Interim Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
in thousands of US dollars, except share amounts

Number of
shares
outstanding

Share capital
$

Warrants
$

Contributed
surplus
$

Contributed
surplus – options
$

Contributed
surplus – units
$

Deficit
$

Total
shareholders’
equity
$

Balance – November 30, 2018 131,585,612 164,069 2,253 122 19,076 1,489 (154,807 ) 32,202
Exercise of options 44,230 28 - - (28 ) - - -
Restricted Share Units 412,501 424 - - - (424 ) - -
Stock-based compensation - - - - 1,586 353 - 1,939
Loss for the period - - - - - - (4,336 ) (4,336 )
Balance – February 28, 2019 132,042,343 164,521 2,253 122 20,634 1,418 (159,143 ) 29,805

Balance – November 30, 2019 140,427,761 177,971 - 122 21,123 1,759 (182,712 ) 18,263
Exercise of options 19,514 6 - - (6 ) - - -
Restricted Share Units 212,501 330 - - - (330 ) - -
Stock-based compensation - - - - 1,155 41 - 1,196
Earnings for the period - - - - - - 171,179 171,179
Balance – February 29, 2020 140,659,776 178,307 - 122 22,272 1,470 (11,533 ) 190,638
~~(See accompanying notes to the interim consolidated financial statements)~~

~~Trilogy Metals Inc.~~
~~Interim Consolidated Statements of Cash Flows~~
~~(unaudited)~~
~~in thousands of US dollars~~
For the three months ended

February 29, 2020
$

February 28, 2019
$

Cash flows used in operating activities
Earnings (Loss) for the period 171,179 (4,336 )
Items not affecting cash
Amortization 42 37
Right of use asset amortization 60 -
Loss on working capital written-off upon joint venture formation 18 -
Gain on derecognition of assets (note 4(a)) (175,770 ) -
Loss on equity investment in Ambler Metals LLC. (note 4(b)) 178 -
Unrealized foreign exchange loss (gain) 25 5
Stock-based compensation 1,196 1,939
Operating lease payments (54 ) -
Net change in non-cash working capital
Increase in accounts receivable (154 ) (6 )
Decrease (increase) in deposits and prepaid amounts 419 (280 )
Decrease in accounts payable and accrued liabilities (1,080 ) (590 )
(3,941 ) (3,231 )
Cash flows from investing activities
Mineral properties funding - 10,200
- 10,200
Increase in cash and cash equivalents (3,941 ) 6,969
Effect of exchange rate on cash and cash equivalents (16 ) (5 )
Cash and cash equivalents – beginning of period 19,174 22,991
Cash and cash equivalents – end of period 15,217 29,955





Contributed

Contributed



Total

Contributed

surplus –

surplus –

shareholders’

Number of shares

Share capital

Warrants

surplus

options

units

Deficit

equity


outstanding


$


$


$


$


$


$


$

Balance – November 30, 2018

131,585,612

164,069

2,253

122

19,076

1,489

(154,807)

32,202

Exercise of options

44,230

28

—

—

(28)

—

—

—

Restricted Share Units

412,501

424

—

—

—

(424)

—

—

Stock-based compensation

—

—

—

—

1,586

353

—

1,939

Loss for the period

—

—

—

—

—

—

(4,336)

(4,336)

Balance – February 28, 2019

132,042,343

164,521

2,253

122

20,634

1,418

(159,143)

29,805

Exercise of options

101,064

53

—

—

(53)

—

—

—

Stock-based compensation

—

—

—

—

355

309

—

664

Loss for the period

—

—

—

—

—

—

(4,509)

(4,509)

Balance – May 31, 2019

132,143,407

164,574

2,253

122

20,936

1,727

(163,652)

25,960

Exercise of options

57,818

41

—

—

(41)

—

—

—

Stock-based compensation

—

—

—

—

288

114

—

402

Deferred share units

182,132

189

—

—

—

(189)

—

—

Exercise of warrants

6,521,740

12,166

(2,253)

9,913

Loss for the period

—

—

—

—

—

—

(12,535)

(12,535)

Balance – August 31, 2019

138,905,097

176,970

—

122

21,183

1,652

(176,187)

23,740

Balance – November 30, 2019

140,427,761

177,971

—

122

21,123

1,759

(182,712)

18,263

Exercise of options

19,514

6

—

—

(6)

—

—

—

Restricted Share Units

212,501

330

—

—

—

(330)

—

—

Stock-based compensation

—

—

—

—

1,155

41

—

1,196

Earnings for the period

—

—

—

—

—

—

171,179

171,179

Balance – February 29, 2020

140,659,776

178,307

—

122

22,272

1,470

(11,533)

190,638

Exercise of options

63,110

31

—

—

(31)

—

—

—

Restricted Share Units

200,000

312

—

—

—

(312)

—

—

Stock-based compensation

—

—

—

—

420

350

—

770

Loss for the period

—

—

—

—

—

—

(3,002)

(3,002)

Balance – May 31, 2020

140,922,886

178,650

—

122

22,661

1,508

(14,535)

188,406

Exercise of options

2,055,919

660

—

—

(660)

—

—

—

Restricted Share Units

—

—

—

—

—

—

—

—

Stock-based compensation

—

—

—

—

1,023

41

—

1,064

Loss for the period

—

—

—

—

—

—

(3,184)

(3,184)

Balance – August 31, 2020

142,978,805

179,310

—

122

23,024

1,549

(17,719)

186,286

(See accompanying notes to the interim consolidated financial statements)

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Trilogy Metals Inc.

Interim Consolidated Statements of Cash Flows
(unaudited)

in thousands of US dollars

For the nine months ended

August 31, 2020

August 31, 2019


$



$

Cash flows used in operating activities





Earnings (loss) for the period

164,993

(21,380)

Items not affecting cash



Amortization

75

106

Right of use asset amortization

124

—

Loss on working capital written-off upon joint venture formation

18

—

Gain on derecognition of assets (note 4(a))

(175,770)

—

Loss on equity investment in Ambler Metals LLC (note 4(b))

1,833

—

Unrealized foreign exchange loss

12

3

Stock-based compensation

3,030

3,005

Operating lease payments

(142)

—

Net change in non-cash working capital



Decrease (increase) in accounts receivable

143

(336)

Decrease in deposits and prepaid amounts

340

99

(Decrease) increase in accounts payable and accrued liabilities

(1,067)

2,748

(6,411)

(15,755)

Cash flows from financing activities





Proceeds from exercise of warrants

—

9,913

—

9,913

Cash flows from investing activities





Acquisition of plant & equipment

—

(494)

Mineral properties funding

—

10,200

—

9,706

(Decrease) increase in cash and cash equivalents

(6,411)

3,864

Effect of exchange rate on cash and cash equivalents

17

(3)

Cash and cash equivalents – beginning of period

19,174

22,991

Cash and cash equivalents – end of period

12,780

26,852

(See accompanying notes to the interim consolidated financial statements)

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Trilogy Metals Inc.

Notes to the Interim Consolidated Financial Statements

1) ~~Nature of operations~~
1)Nature of operations
Trilogy Metals Inc. (“Trilogy” or the “Company”) was incorporated in British Columbia under theBusiness Corporations Act (BC) on April 27, 2011. The Company is engaged in the exploration and development of mineral properties, through our equity investee (see note 4), 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”).
2) ~~Summary of significant accounting policies~~
2) Summary of significant accounting policies
Basis of presentation
These interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiary, NovaCopper US Inc. (dba “Trilogy Metals US”). All significant intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting.
All figures are in United States dollars unless otherwise noted. References to CAD$ refer to amounts in Canadian dollars.
The unaudited interim consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of ~~February 29,~~August 31, 2020 and our results of operations and cash flows for the ~~three~~nine months ended ~~February 29,~~August 31, 2020 and ~~February 28,~~August 31, 2019. The results of operations for the ~~three~~nine months ended ~~February 29,~~August 31, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2020.
As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these unaudited interim consolidated financial statements should be read in conjunction with the annual financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2019, filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 13, 2020.
These interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on ~~April 7,~~October 6, 2020.
Accounting standards adopted
i. Leases
In February 2016, the FASB issued new accounting requirements for accounting for, presentation of, and classification of leases (“ASU 2016-02”) which, together with subsequent amendments, is included in ASC 842, Leases. ASC 842 became effective for the Company as of December 1, 2019.
The Company adopted ASC 842 using the modified retrospective transition method by applying the transition provision and recording our cumulative adjustment to opening deficit at the beginning of the period of adoption on December 1, 2019, rather than at the beginning of the comparative period presented. Therefore, in the comparative periods, we continue to apply the legacy guidance in ASC 840, including its disclosure requirements. We elected to apply all of the transition practical expedients available, including:
·● the package of three practical expedients to (1) not reassess whether any expired or existing contracts are or contain leases, (2) not reassess the lease classification for any expired or existing leases, and (3) not reassess initial direct costs for any existing lease;
·● the hindsight practical expedient to use hindsight when determining lease term and assessing impairment of right-of-use assets, if any; and


	Trilogy Metals Inc. For the Quarter Ended August 31, 2020	7

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Trilogy Metals Inc.

Notes to the Interim Consolidated Financial Statements

·●

the easements practical expedient to continue applying our current policy for accounting for any land easements expired before or existing as of December 1, 2019.

In addition, we elected to apply the short-term lease recognition exemption and elected to apply the practical expedient to not separate lease and non-lease components for all applicable leases on transition. The adoption of this new standard resulted in the recognition of right of use assets and leaseliabilities of $786,000 as at December 1, 2019.

New accounting policy

ii

Investment in affiliates

Investments in unconsolidated ventures over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include the Company’s investment in the Ambler Metals project. We identified Ambler Metals LLC as a ~~Variable Interest Entity (VIE)~~VIE as the entity is dependent on funding from its owners. All funding, ownership, voting rights and power to exercise control is shared equally on a 50/50 basis between the owners of the VIE. Therefore, the Company has determined that it is not the primary beneficiary of the VIE. The Company’s maximum exposure to loss is its investment in Ambler Metals LLC.

Ambler Metals LLC is a non-publicly traded equity investee holding exploration and development projects. The Company reviews and evaluates its investment in affiliates for other than temporary impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that could indicate impairment of an investment in affiliates include a significant decrease in long-term expected commodity prices, a significant increase in expected operating or capital costs, unfavorable exploration results or technical studies, a significant decrease in reserves, a loss of significant mineral claims or a change in the development plan or strategy for the project. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. If the underlying assets are not recoverable, an impairment loss is measured and recorded based on the difference between the carrying amount of the investee and its estimated fair value which may be determined using a discounted cash flow ~~model~~model.

.3)Accounts receivable

3) ~~Accounts receivable~~


in thousands of dollars


August 31, 2020

November 30, 2019


$


$

GST input tax credits

15

42

Recoverable payments

—

222

Ambler Metals LLC

106

—

Accounts receivable

121

264

~~in thousands of dollars~~

February 29, 2020
$

November 30, 2019
$

GST input tax credits 37 42
Recoverable payments 22 222
Ambler Metals LLC 359 -
Accounts receivable 418 264

The balance due from Ambler Metals LLC ~~(“Ambler Metals”)~~ (see note 4 below) consists of ~~$110 thousand for~~ services rendered by Trilogy ~~per a service agreement (the “Service Agreement”) between Trilogy~~ and ~~Ambler Metals, $120 thousand for additional staking costs and $130 thousand~~reimbursements for invoices paid by Trilogy on behalf of Ambler Metals LLC per a service agreement. The balance was paid in full by Ambler Metals LLC subsequent to the ~~Service Agreement.~~quarter end.
4)Equity method investment
(a)
4) ~~Equity method investment~~
~~(a)~~ Formation of Ambler Metals LLC
On February 11, 2020, the Company completed the formation of a 50/50 joint venture named Ambler Metals LLC with South32 Limited (“South32”). As part of the formation of the joint venture, Trilogy contributed all of its assets associated with the ~~Upper Kobuk Mineral Projects (“UKMP”),~~UKMP, including the Arctic and Bornite ~~projects,~~Projects, while South32 contributed US$145 million, resulting in each party’s subsidiaries directly owning a 50% interest in Ambler ~~Metals.~~Metals LLC.


	Trilogy Metals Inc. For the Quarter Ended August 31, 2020	8

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Trilogy Metals Inc.

Notes to the Interim Consolidated Financial Statements

Ambler Metals LLC is an independently operated company jointly controlled by Trilogy and South32 through a four-member board, of which two members are currently appointed by Trilogy based on its 50% equity interest. All significant decisions related to the UKMP require the approval of both companies. We determined that Ambler Metals LLC is a VIE because it is expected to need additional funding from its owners for its significant activities. However, we concluded that we are not the primary beneficiary of Ambler Metals LLC as the power to direct its activities, through its board, is shared under the Ambler Metals LLC limited liability company agreement. As we have significant influence over Ambler Metals LLC through our representation on its board, we use the equity method of accounting for our investment in Ambler ~~Metals.~~Metals LLC. Our investment in Ambler Metals LLC 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 LLC, which, as at August 31, 2020, totaled ~~$176~~$174 million, as well as ~~$0.4 million~~$106,000 of amounts receivable per ~~the Service Agreement.~~a service agreement. The following table summarizes the gain on recognition of the UKMP assets upon transfer to the Ambler Metals LLC joint venture on February 11, 2020.

in thousands of dollars
$

$

Fair value ascribed to Ambler Metals LLC interest

176,000
~~176,000~~

Less: carrying value of contributed /eliminated assets

Mineral properties

(30,631)
~~(30,587~~ )

Property, plant and equipment

(618)
~~(618~~ )

Elimination of Fairbanks warehouse right of use asset

(93)
~~(93~~ )

Elimination of prepaid State of Alaska mining claim fees

(303)
~~(303~~ )

Add:

Reimbursement of claims staking

44

Demobilization costs of drills

278
~~278~~

Cancellation of Fairbanks warehouse lease liability

93
93

Fair value of mineral properties purchase option

31,000
~~31,000~~

Gain on derecognition

175,770
~~175,770~~

(b)
~~(b)~~
Carrying value of equity method investment
During the ~~three-month~~nine-month period ended ~~February 29,~~August 31, 2020, Trilogy recognized, based on its 50% ownership interest in Ambler Metals LLC, an equity ~~pick-up~~loss equivalent to its pro rata share of Ambler ~~Metals’ operating~~Metals LLC's comprehensive loss of ~~$0.4~~$3.67 million for the period between February 11, 2020 (date of joint venture formation) to ~~February 29,~~August 31, 2020 and $2.19 million for the three-month period ended August 31, 2020. The ~~carry~~carrying value of Trilogy’s 50% investment in Ambler Metals LLC as at ~~February 29,~~August 31, 2020 is summarized on the following table.

in thousands of dollars
$

$

February 11, 2020, fair value ascribed to Ambler Metals LLC interest

176,000
~~176,000~~

Share of loss on equity investment for the nine-month period ended August 31, 2020

(1,833)
~~(178~~ )

~~February 29,~~
August 31, 2020, equity method investment

174,167
~~175,822~~

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
9

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Trilogy Metals Inc.
Notes to the Interim Consolidated Financial Statements
(c)
~~(c)~~
The following table summarizes Ambler Metals LLC's Balance Sheet as at ~~February 29,~~August 31, 2020.

in thousands of dollars
~~February 29, 2020~~
$

August 31, 2020

$

Current assets: Cash, deposits and prepaid expenses

84,245
~~145,049~~

Non - current assets: Property, equipment and mineral properties

31,308
~~31,454~~

Loan receivable from South32

58,205

Current liabilities: Accounts payable and accrued liabilities

(1,155)
~~(517~~ )

Non - current liabilities: Lease obligation

(64)
~~(91~~ )

Net assets

172,539
~~175,895~~

(d)
~~(d)~~
The following table summarizes Ambler Metals LLC's comprehensive loss from the formation of the joint venture on February 11, 2020 to the end of the reporting period on ~~February 29,~~August 31, 2020.

in thousands of dollars

Three months ended

Nine months ended

August 31, 2020

August 31, 2020


$


$

Amortization

37

87

Mineral properties expense

1,329

2,409

General and administrative expense

1,168

2,072

Interest income

(345)

(902)

Comprehensive loss

2,189

3,666

5)Plant and equipment

in thousands of dollars

August 31, 2020




Assets



Accumulated

derecognized


Cost


amortization


note 4(a)


Net

$


$


$


$

British Columbia, Canada






Furniture and equipment

63

(39)

—

24

Leasehold improvements

253

(56)

—

197

Computer hardware and software

115

(114)

—

1

Alaska, USA





Machinery, and equipment

3,667

(3,049)

(618)

—

Vehicles

348

(348)

—

—

Computer hardware and software

4

(4)

—

—

4,450

(3,610)

(618)

222

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
10

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~~in thousands of dollars~~Trilogy Metals Inc.
Notes to the Interim Consolidated Financial Statements

in thousands of dollars

November 30, 2019



Accumulated


Cost


amortization


Net

$


$


$

British Columbia, Canada




Furniture and equipment

63

(29)

34

Leasehold improvements

53

(17)

36

Computer hardware and software

115

(112)

3

Alaska, USA







Machinery, and equipment

3,667

(3,026)

641

Vehicles

348

(348)

—

Computer hardware and software

4

(3)

1

4,250

(3,535)

715

6)Mineral properties and development costs

in thousands of dollars

November 30, 2019

Assets

August 31, 2020

derecognized

note 4(a)


$


$


$

Alaska, USA







Ambler (a)

26,631

(26,631)

—

Bornite (b)

4,000

(4,000)

—

30,631

(30,631)

—

in thousands of dollars

November 30, 2018

Acquisition costs

November 30, 2019


$


$


$

Alaska, USA







Ambler (a)

26,587

44

26,631

Bornite (b)

4,000

—

4,000

30,587

44

30,631

~~February 11- 29, 2020~~
$
~~Amortization~~

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
11

Table of contents
Trilogy Metals Inc.
Notes to the Interim Consolidated Financial Statements
(a) 12
Mineral properties expense ~~167~~
~~General and administrative expense~~ ~~219~~
~~Interest income~~ ~~(43~~ )
~~Comprehensive loss~~ ~~355~~

5) ~~Plant and equipment~~
~~in thousands of dollars~~
February 29, 2020

Cost

$

Accumulated
amortization

$

Assets derecognized
note 4(a)
$

Net

$

British Columbia, Canada
Furniture and equipment 63 (33 ) - 30
Leasehold improvements 253 (30 ) - 223
Computer hardware and software 115 (113 ) - 2
Alaska, USA
Machinery, and equipment 3,667 (3,049 ) (618 ) -
Vehicles 348 (348 ) - -
Computer hardware and software 4 (4 ) - -
4,450 (3,577 ) (618 ) 255
~~in thousands of dollars~~
November 30, 2019

Cost
$

Accumulated
amortization
$

Net
$

British Columbia, Canada
Furniture and equipment 63 (29 ) 34
Leasehold improvements 53 (17 ) 36
Computer hardware and software 115 (112 ) 3
Alaska, USA
Machinery, and equipment 3,667 (3,026 ) 641
Vehicles 348 (348 ) -
Computer hardware and software 4 (3 ) 1
4,250 (3,535 ) 715
6) ~~Mineral properties and development costs~~
~~in thousands of dollars~~

November 30, 2019

$
Acquisition costs
reimbursable
from Ambler
Metals LLC
Assets
derecognized
note 4(a)
$

February 29, 2020

$

Alaska, USA
Ambler (a) 26,631 (44 ) (26,587 ) -
Bornite (b) 4,000 - (4,000 ) -
30,631 (44 ) (30,587 ) -
~~in thousands of dollars~~

November 30, 2018
$

Acquisition costs
$

November 30, 2019
$

Alaska, USA
Ambler (a) 26,587 44 26,631
Bornite (b) 4,000 - 4,000
30,587 44 30,631

~~(a)~~ ~~Mineral properties expense~~
The following table summarizes mineral properties expense for the noted periods.

In thousands of dollars

Three months ended

Three months ended

Nine months ended

Nine months ended

August 31, 2020

August 31, 2019

August 31, 2020

August 31, 2019


$


$


$


$

Alaska, USA









Community

—

164

137

428

Drilling

—

4,760

—

4,933

Engineering

—

663

723

1,287

Environmental

—

153

99

424

Geochemistry and geophysics

—

252

12

1,010

Land and permitting

—

163

134

523

Project support

—

3,062

249

4,066

Other income

—

—

—

(1)

Wages and benefits

—

1,734

191

2,722

—

10,951

1,545

15,392

~~In thousands of dollars~~

Three months ended
February 29, 2020
$

Three months ended
February 28, 2019
$

Alaska, USA
Community 137 118
Drilling - -
Engineering 723 357
Environmental 99 165
Geochemistry and geophysics 12 165
Land and permitting 134 120
Project support 249 226
Other income - (1 )
Wages and benefits 191 385
1,545 1,535
~~Mineral property~~NaN additional mineral properties expenses consist of direct drilling, personnel, community, resource reporting and other exploration expenses as outlined above, as well as indirect project support expenses such as fixed wing charters, helicopter support, fuel, and other camp operation costs. Expenseswere incurred during the ~~first quarter~~three-month period ended ~~February 29,~~August 31, 2020, consisted mainly of engineering studies in preparation of the Arctic feasibility study and care and maintenance of the camp during the winter season. Cumulative mineral properties expense in Alaska from the initial earn-in agreementas on ~~the property in 2004 to February 29, 2020 is $115.3 million and cumulative acquisition costs were $30.6 million. Cumulative spend to date totaled $145.9 million through to February 29, 2020. On~~ February 11, 2020, upon the formation of the joint venture with South 32, all mineral properties previously held by the ~~acquisition~~Company were contributed to Ambler Metals LLC. The Company continues to fund the Arctic Project feasibility study, costs for which were $1.0 million since the formation of ~~$30.6~~the joint venture on February 11, 2020. Prior to the formation of the joint venture, the Company had also incurred $0.7 million ~~were derecognized upon the contribution of~~in Arctic Project feasibility costs that are included in the mineral properties ~~to Ambler Metals.~~
expense balance of $1.5 million for the nine-month period ended August 31, 2020.The table above is for comparison purposes for the respective periods.
(b) Derecognition
As part of the formation of the joint venture with South32 on February 11, 2020, Trilogy contributed all of its assets associated with the UKMP, including the Arctic and Bornite projects. As a result, $0.62 million of machinery and equipment as well as $30.6 million of mineral properties related to the UKMP were derecognized in Trilogy on February 11, 2020.
7)Accounts payable and accrued liabilities

in thousands of dollars

August 31, 2020

November 30, 2019


$


$

Trade accounts payable

142

902

Accrued liabilities

101

721

Accrued salaries and vacation

1,044

731

Accounts payable and accrued liabilities

1,287

2,354

7)

~~Accounts payable and accrued liabilities~~

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
12

Table of contents
~~in thousands of dollars~~Trilogy Metals Inc.

February 29, 2020
$

November 30, 2019
$

Trade accounts payable 528 902
Accrued liabilities 646 721
Accrued salaries and vacation 100 731
Accounts payable and accrued liabilities 1,274 2,354
Notes to the Interim Consolidated Financial Statements
8)Leases
(a) 8) ~~Leases~~Right-of-use asset

~~(a)~~

~~Right-of-Use asset~~

in thousands of dollars
$

$

ASC 842 transition as at December 1, 2019

681
~~681~~

Amortization

(124)
~~(60~~ )

Lease accretion

39
19

Derecognition of Fairbanks warehouse lease

(93)
~~(93~~ )

503
~~547~~

The pre-transition rent deposit of $0.11 million was transferred to the Right-of-use asset upon adoption of ASC 842 on December 1, 2019 and is included in the opening balance of $0.68 million.
(b) Lease liabilities
The Company’s lease arrangements primarily consist of an operating lease for our office space ending in June 2024. There are no extension options.
Total lease expense recorded within general and administrative expenses was comprised of the following components:

in thousands of dollars
~~Three months ended~~
~~February 29, 2020~~
$

Nine months ended

August 31, 2020

$

Operating lease costs

124
50

Variable lease costs

97
34

Total lease expense

221
84

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 of ~~February 29,~~August 31, 2020, the weighted-average remaining lease term was ~~4.3~~3.9 years and the weighted-average discount rate is 8%. 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 ~~three~~nine months ended ~~February 29,~~August 31, 2020 are as follows:
● Cash paid for amounts included in the measurement of lease liabilities was $141,784.
● No cash was paid upon termination of a lease for office and warehouse space and reassignment to Ambler Metals LLC that resulted in the derecognition of the right-of-use asset of $92,974 and the operating lease liability of $93,006.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
13

Table of contents
Trilogy Metals Inc.
~~Cash paid for amounts included in~~
Notes to the ~~measurement of lease liabilities was $54,134.~~Interim Consolidated Financial Statements
No cash was paid upon termination of a lease for office and warehouse space and reassignment to Ambler Metals that resulted in the derecognition of the right-of-use asset of $92,974 and the operating lease liability of $93,006.
Future minimum payments relating to the lease recognized in our balance sheet as of ~~February 29,~~August 31, 2020 are as follows:


in thousands of dollars

August 31, 2020

Fiscal year

$

2020

48

2021

195

2022

184

2023

223

2024

122

Total undiscounted lease payments

772

Effect of discounting

(173)

Present value of lease payments recognized as lease liability

599

~~in thousands of dollars~~
Fiscal year
February 29, 2020
$

2020 136
2021 189
2022 195
2023 200
2024 119
Total undiscounted lease payments 839
Effect of discounting (192 )
Present value of lease payments recognized as lease liability 647

9) ~~Share capital~~
9)Share capital
Authorized:
unlimited common shares, no par value

in thousands of dollars, except share amounts

Number of shares

Ascribed value





$

November 30, 2018

131,585,612

164,069

Exercise of options

1,725,776

1,123

Restricted Share Units

412,501

424

Deferred Share Units

182,132

189

Exercise of warrants

6,521,740

12,166

November 30, 2019

140,427,761

177,971

Exercise of options

2,138,543

697

Restricted Share Units

412,501

642

August 31, 2020, issued and outstanding

142,978,805

179,310

~~in thousands of dollars, except share amounts~~
Number of shares
Ascribed value
$

November 30, 2018 131,585,612 164,069
Exercise of options 1,725,776 1,123
Restricted Share Units 412,501 424
Deferred Share Units 182,132 189
Exercise of warrants 6,521,740 12,166
November 30, 2019 140,427,761 177,971
Exercise of options 19,514 6
Restricted Share Units 212,501 330
February 29, 2020, issued and outstanding 140,659,776 178,307

On April 30, 2012, ~~under~~in connection with the transaction with NovaGold ~~Arrangement,~~Resources Inc. whereby Trilogy was spun-out to NovaGold shareholders and publicly listed, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”) on record as of the close of business April 27, 2012. When vested, Trilogy committed to deliver one common share to the holder for every six shares of NovaGold the holder is entitled to receive, rounded down to the nearest whole number. As of ~~February 29,~~August 31, 2020, 11,927 NovaGold DSUs remained outstanding representing a right to receive 1,988 common shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board.
(a)
~~(a)~~
Stock options
During the nine-month period ended ~~February 29,~~August 31, 2020, the Company granted ~~2,050,000~~4,095,000 options (2019 ~~– 2,430,000~~- 2,527,500 options) at a weighted-average exercise price of CAD$~~3.02~~2.80 (2019 –- CAD$~~2.94)~~2.96) 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 weighted-average fair value attributable to options granted in the period was ~~$0.99~~$0.90 (2019 - $1.08).
For the nine-month period ended ~~February 29,~~August 31, 2020, Trilogy recognized a stock-based compensation charge of ~~$1.16~~$2.60 million (2019 – ~~$1.59~~$2.23 million) for options granted to directors, employees and service providers, net of estimated forfeitures.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
14

Table of contents
Trilogy Metals Inc.
Notes to the 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 nine-month period ended August 31, 2020 are as provided below.

~~February 29, 2020~~

August 31, 2020
Risk-free interest rates
~~1.64~~ %
0.97%
Exercise price
CAD$~~3.10~~
2.74
Expected life
~~3.0~~
3 years
Expected volatility
~~63.1~~ %
64.3%
Expected dividends
Nil

As of ~~February 29,~~August 31, 2020, there were ~~1,453,338~~2,373,337 non-vested options outstanding with a weighted average exercise price of ~~$2.21;~~$2.15; the non-vested stock option expense not yet recognized was ~~$0.95~~$1.13 million. This expense is expected to be recognized over the next two years.

A summary of the Company’s stock option plan and changes during the nine-month period ended ~~February 29,~~August 31, 2020 is as follows:

February 29, 2020

Number of options

Weighted average exercise price
$

August 31, 2020

��

Weighted average

exercise price


Number of options


$

Balance – beginning of the period 9,205,600 1.08

9,205,600

1.11

Granted 2,050,000 2.25

4,095,000

2.14

Exercised (26,667 ) 0.54

(2,924,221)

0.56

Forfeited (230,000 ) 2.19

(710,000)

2.26

Balance – end of period 10,998,933 1.27

9,666,379

1.63

The following table summarizes information about the stock options outstanding at ~~February 29, 2019.~~August 31, 2020.

Outstanding Exercisable Unvested

Outstanding

Exercisable

Unvested

Weighted

Weighted

Number of

Weighted

average

Number of

average

Number of

outstanding

average years

exercise price

exercisable

exercise price

unvested

Range of price Range of price Number of outstanding
options Weighted
average years
to expiry
Weighted
average
exercise price
$
Number of exercisable options
Weighted
average
exercise price
$
Number of unvested
options

options


to expiry


$


options


$


options

$0.33 to $0.50 2,676,433 0.73 0.36 2,676,433 0.73 -
$0.51 to $1.00 3,195,000 2.35 0.66 3,195,000 2.35 -
$1.01 to $1.50 225,000 3.12 1.32 175,000 3.08 50,000
$1.51 to $2.00 640,000 4.46 1.81 623,333 4.49 16,667
$2.01 to $2.54 4,262,500 4.28 2.23 2,875,829 4.17 1,386,671
10,998,933 2.84 1.27 9,545,595 2.60 1,453,338
$0.34 to $0.50

1,304,879

0.24

0.36

1,304,879

0.36

0

$0.51 to $1.00

1,765,000

1.85

0.68

1,765,000

0.68

0

$1.01 to $1.50

129,000

2.50

1.27

129,000

1.27

0

$1.51 to $2.00

2,685,000

4.55

1.94

1,448,333

1.89

1,236,667

$2.01 to $2.50

3,695,000

3.84

2.29

2,558,330

2.28

1,136,670

$2.51 to $2.61

87,500

3.61

2.58

87,500

2.58

0

9,666,379

3.17

1.63

7,293,042

2.77

2,373,337

The aggregate intrinsic value of vested share options (the market value less the exercise price) at ~~February 29,~~August 31, 2020 was ~~$5.9~~$5.2 million (2019 - ~~$13~~$10.6 million) and the aggregate intrinsic value of exercised options for the ~~three~~nine months ended ~~February 29,~~August 31, 2020 was ~~$0.04~~$4.5 million (2019 - ~~$0.08~~$0.50 million).

~~(b)~~

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
15

Table of contents
Trilogy Metals Inc.
Notes to the Interim Consolidated Financial Statements
(b)
Restricted Share Units and Deferred Share Units
The Company has a Restricted Share Unit Plan (“RSU Plan”) and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to provide long-term incentives to employees, officers and directors. Awards under the RSU Plan and DSU Plan may be settled in cash and/or common shares of the Company at the Company’s election with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company or equivalent value. All units are accounted for as equity-settled awards.
A summary of the Company’s unit plans and changes during the nine-month period ended ~~February 29,~~August 31, 2020 is as follows:

Number of RSUs Number of DSUs


Number of RSUs


Number of DSUs

Balance – beginning of the period 212,501 1,137,488

212,501

1,137,488

Granted - 21,927

200,000

66,682

Vested/paid (212,501 ) -

(412,501)

—

Balance – end of period - 1,159,415

—

1,204,170

For the nine-month period ended ~~February 29,~~August 31, 2020, Trilogy recognized a stock-based compensation charge of ~~$0.04~~$0.43 million (2019- ~~$0.35~~$0.78 million), net of estimated forfeitures.
NoThe 200,000 RSUs granted and fully vested during the period were ~~granted as part~~settled on April 16, 2020 through the issuance of ~~the annual incentive payout for the 2019 fiscal year to officers.~~200,000 common shares. The 225,000 RSUs granted for the annual incentive payout for the 2018 fiscal year vested half on the grant date and half on the first anniversary of the grant date. RSUs vesting in December 2019 were settled on December 17, 2019 through the issuance of 212,501 common shares.

~~10)~~ ~~Financial instruments~~
10)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.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity. 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.
(a)
~~(a)~~
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 ~~February 29,~~August 31, 2020 is limited to the Canadian dollar balances consisting of cash of CDN$~~540,000,~~1,462,000, accounts receivable of CDN$~~49,000~~20,000 and accounts payable of CDN$~~865,000.~~1,500,000. 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 ~~$21,000.~~
$5,000.
(b)
~~(b)~~
Credit risk
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 and cash equivalents with Canadian Chartered financial institutions.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
16

Table of contents
Trilogy Metals Inc.
Notes to the Interim Consolidated Financial Statements
The Company’s accounts receivable consists of Canadian Goods and Services Tax receivable from the Federal Government of Canada and other receivables for recoverable expenses. The Company’s exposure to credit risk is equal to the balance of cash and cash equivalents and accounts receivable as recorded in the financial statements.
(c)
~~(c)~~
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.
Contractually obligated cash flow requirements as at ~~February 29,~~August 31, 2020 are as follows:

in thousands of dollars



Total


< 1 Year


1–2 Years


2–5 Years


Thereafter

$

$

$

$

$

Accounts payable and accrued liabilities

1,287

1,287

0

0

0

1,287

1,287

0

0

0

~~in thousands of dollars~~

Total
$

<1 Year
$

1–2 Years
$

2–5 Years
$

Thereafter
$

Accounts payable and accrued liabilities 1,274 1,274 - - -
1,274 1,274 - - -

(d)
~~(d)~~
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 and cash equivalents. Based on balances as at ~~February 29,~~August 31, 2020, a 1% change in interest rates would result in a change in net loss of $0.1 million, assuming all other variables remain constant.

~~11)~~ ~~Commitment~~
11)Commitment
The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 8(b) above.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
17

Table of contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Trilogy Metals Inc.
Management’s Discussion ~~and~~& Analysis
For the Third Quarter Ended August 31, 2020
(expressed in US dollars)
Cautionary notes
Forward-looking statements
This Management’s Discussion and Analysis contains “forward-looking information” and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable securities laws. These forward-looking statements may include statements regarding the Company’s work programs and budgets; perceived merit of properties, exploration results and budgets, the Company and Ambler ~~Metals’~~Metals LLC’s funding requirements, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, statements regarding Ambler Metals’ plans and expectations relating to its Upper Kobuk Mineral Projects, sufficiency of the $145 million subscription price to fund the UKMP (as defined below) through feasibility and the permitting of the first mine; impact of COVID-19 on the ~~upcoming field season;~~Company’s operations; market prices for precious and base ~~metals,~~metals; the timing of the feasibility study on the Arctic project; timing of the issuance of the Record of Decision by the BLM (as defined below) and the issuance of the Clean Water Act (CWA) Section 404 permit from the United States Army Corp. of Engineers, or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. 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.
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:
·● our ability to achieve production at the Upper Kobuk Mineral Projects;
·● the accuracy of our mineral resource and reserve estimates;
·● the results, costs and timing of future exploration drilling and engineering;
·● timing and receipt of approvals, consents and permits under applicable legislation;
·● the adequacy of our financial resources;
·● the receipt of third party contractual, regulatory and governmental approvals for the exploration, development, construction and production of our ~~properties;~~properties and any litigation or challenges to such approvals;
·● our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;
·● continued good relationships with South32 Limited (“South32”), our joint venture partner, as well as local communities and other stakeholders;

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
18

Table of contents
·● there being no significant disruptions affecting operations, whether relating to labor, supply, power damage to equipment or other matter;
·● expected trends and specific assumptions regarding metal prices and currency exchange rates;
·● the potential impact of the novel coronavirus (COVID-19); and
·● prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels.
We have also assumed that no significant events will occur outside of our normal course of business. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. We believe that the assumptions inherent in the forward-looking statements are reasonable as of the date of this MD&A. However, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.
16
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 inability to define proven and probable reserves;
·● risks related to our ability to finance the development of our mineral properties through external financing, strategic alliances, the sale of property interests or otherwise;
·● uncertainty as to whether there will ever be production at the Company’s mineral exploration and development properties;
·● risks related to our ability to commence production and generate material revenues or obtain adequate financing for our planned exploration and development activities;
·● risks related to lack of infrastructure including but not limited to the risk whether or not the Ambler Mining District Industrial Access Project, or AMDIAP, will receive the requisite permits and, if it does, whether the Alaska Industrial Development and Export Authority will build the AMDIAP;
·● risks related to inclement weather which may delay or hinder exploration activities at our mineral properties;
·● risks related to our dependence on a third party for the development of our projects;
·● commodity price fluctuations;
·● our history of losses and expectation of future losses;
·● uncertainties relating to the assumptions underlying our resource estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs;
·● uncertainty related to inferred mineral resources;
·● mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production;
·● risks related to market events and general economic conditions;
·● risks related to the outbreak of the coronavirus (COVID-19);
·● risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of our mineral deposits;
·● risks related to governmental regulation and permits, including environmental regulation, including the risk that more stringent requirements or standards may be adopted or applied due to circumstances unrelated to the Company and outside of our control;
·● the risk that permits and governmental approvals necessary to develop and operate mines at our mineral properties will not be available on a timely basis or at all;
·● risks related to the need for reclamation activities on our properties and uncertainty of cost estimates related thereto;

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
19

Table of contents
·● uncertainty related to title to our mineral properties;
·● risks related to the acquisition and integration of operations or projects;
·● risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases;
·● our need to attract and retain qualified management and technical personnel;
·● risks related to conflicts of interests of some of our directors and officers;
·● risks related to potential future litigation;
·● risks related to the voting power of our major shareholders and the impact that a sale by such shareholders may have on our share price;
·● risks related to global climate change;
·● risks related to adverse publicity from non-governmental organizations;
·● uncertainty as to our ability to maintain the adequacy of internal control over financial reporting as per the requirements of Section 404 of the Sarbanes-Oxley Act;
·● 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;
·● uncertainty as to the volatility in the price of the Company’s common shares;
·● the Company’s expectation of not paying cash dividends; and
·● adverse federal income tax consequences for U.S. shareholders should the Company be a passive foreign investment company.
This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in Trilogy’s Form 10-K dated February 13, 2020, filed with the Canadian securities regulatory authorities and the SEC, and other information released by Trilogy and filed with the appropriate regulatory agencies.
17
The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
~~Cautionary note to United States investors~~
~~Reserve and resource estimates~~
This Management’s Discussion and Analysis has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all resource and reserve estimates included in this Management’s Discussion and Analysis have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC, and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported by the Company in compliance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.
General
This Management’s Discussion and Analysis (“MD&A”) of Trilogy Metals Inc. (“Trilogy”, “Trilogy Metals”, “the Company” or “we”) is dated ~~April 7,~~October 6, 2020 and provides an analysis of our unaudited interim financial results for the quarter ended ~~February 29,~~August 31, 2020 compared to the quarter ended ~~February 28,~~August 31, 2019.
The following information should be read in conjunction with our ~~February 29,~~August 31, 2020 unaudited interim condensed consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The MD&A should also be read in conjunction with our audited consolidated financial statements and related notes for the year ended November 30, 2019. A summary of the U.S. GAAP accounting policies is outlined in note 2 of the audited consolidated financial statements. All amounts are in United States dollars unless otherwise stated. References to “Canadian dollars” and “C$” and “CDN$” are to the currency of Canada and references to “U.S. dollars”, “$” or “US$” are to the currency of the United States.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
20
~~Andrew W. West,~~
Table of contents
Richard Gosse, P.Geo., ~~an employee and Exploration Manager,~~ is a Qualified Person under National Instrument 43-101 -Standards of Disclosure for Mineral Projects (“NI 43-101”), and has approved the scientific and technical information in this MD&A.
Trilogy’s shares are listed on the Toronto Stock Exchange (“TSX”) and the NYSE American Stock Exchange (“NYSE American”) under the symbol “TMQ”. Additional information related to Trilogy, including our annual report on Form 10-K, is available on SEDAR atwww.sedar.com and on EDGAR at~~www.sec.gov~~. www.sec.gov.

Description of business
We are a base metals exploration company focused on ~~exploring~~the exploration and ~~developing~~development of mineral properties, through our ~~mineral holdings~~equity investee, in the Ambler mining district located in Alaska, U.S.A. We conduct our operations through a wholly owned subsidiary, NovaCopper US Inc. which is doing business as Trilogy Metals US (“Trilogy Metals US”). Our Upper Kobuk Mineral Projects, (“UKMP” or “UKMP Projects”) were contributed into a 50/50 joint venture named Ambler Metals LLC (‘(“Ambler Metals”) between Trilogy and South32 ~~Limited (‘South32”)~~ on February 11, 2020 (see below). The projects contributed to ~~the joint venture~~Ambler Metals consist of: i) the Ambler lands which host the Arctic copper-zinc-lead-gold-silver project (the “Arctic Project”); and ii) the Bornite lands being explored under a collaborative long-term agreement with NANA Regional Corporation, Inc. (“NANA”), a regional Alaska Native Corporation, which ~~host~~hosts the Bornite carbonate-hosted copper project (the “Bornite Project”) and related assets.
~~Corporate developments~~
~~Long-term incentives~~
~~On December 19, 2019, the Board of Directors approved the granting of 2,050,000 stock options to employees and directors with various vesting terms.~~
Project Activities
Deferral of the 2020 Summer Exploration Programs at the UKMP
Through Ambler Metals, we and our joint venture partner, South32 decided not to proceed with the 2020 exploration program after assessing the current novel coronavirus (COVID-19) environment. Ambler Metals gave due consideration to the merits of carrying out an abridged work program at the UKMP. However, given the continued uncertainty resulting from COVID-19, ongoing safety concerns (despite added safety protocols including physical distancing, protective equipment and testing) and the fact that, due to COVID-19, the planned field season had already been delayed to the point at which any field season would provide limited critical path benefits, the decision was made not to proceed with a 2020 field season. We are disappointed at having to defer the 2020 exploration program as we know this delay affects all stakeholders, including our partner NANA and our NANA shareholder hires. However, the safety of our employees, contractors and the communities where we work is paramount.
2020 Operating Budget for the Upper Kobuk Mineral Projects
In a press release dated February 26, 2020, the Company announced that Ambler Metals had approved a 2020 program budget of $22.8 million for the advancement of the UKMP. The budget iswas to be 100% funded by Ambler Metals. The 2020 program budget ~~includes~~included 10,000 meters of drilling at the Arctic Project, 2,500 meters of drilling within the Ambler Volcanogenic ~~massive~~Massive Sulphide (“VMS”) Belt and geological mapping and geochemical soil sampling at the Bornite Project. However, due to the ~~timing~~Coronavirus outbreak, the drilling programs were deferred, see “Deferral of ~~these programs may be delayed~~,~~see “~~~~Impact~~the 2020 Summer Exploration Programs at the UKMP” above and “Impact of Coronavirus (COVID-19)” below.
Project activities during the third quarter consisted of non-drilling and off-site activities described below.
Arctic Project
~~Activities at~~During the third quarter, the Company updated the geologic model for the Arctic Project ~~will continue to focus~~and focused mainly on ~~advancing studies~~refining the 2020 Arctic resource and ~~preparing~~metallurgical drill program for ~~permit applications. Ambler Metals plans to conduct~~resource definition and variability testing. In addition, a ~~10,000-meter drilling program at~~conditional simulation for the Arctic ~~Project during the summer field season~~resource to ~~gather additional~~optimize drill ~~data~~spacing for the conversion of resources to the measured category and to upgrade the ~~next phase~~talc model and Life of ~~metallurgical studies, including pilot plant testing,~~Mine Plan was initiated with Golder and ~~geotechnical drilling~~Associates.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
21

Table of contents
Arctic Project Feasibility Results
In a press release dated August 20, 2020, the Company announced the positive results of its feasibility study (“FS”) for ~~infrastructure placement.~~the Arctic Project. The ~~drill program~~FS was prepared on a 100% ownership basis, of which Trilogy’s share is ~~expected to commence in mid-June~~50%. The FS describes the technical and ~~finish at the end~~economic viability of ~~August. Studies are expected to continue throughout the year.~~
establishing a conventional open-pit copper-zinc-lead-silver-gold mine and mill complex for a 10,000 tonne per day operation for a minimum 12-year mine life.
Bornite Project
The ~~2020 field~~Bornite geologic model was updated during the third quarter incorporating the 2019 drill program atresults. A machine learning geochemical modelling project to assist in defining the ~~Bornite Project will consist of geological mapping and geochemical soil sampling over the northern Cosmos Hills and review of drill core and surface exposures to determine~~ controls on ~~high grade zones of~~high-grade copper ~~mineralization. Although there~~mineralization was initiated during the third quarter with the Irish Centre for Research in Applied Geosciences. Metallurgical work continued during the third quarter on five composite samples from the below-pit Bornite resource area. Test work is ~~no planned drilling at~~ongoing and will continue through the ~~Bornite Project in 2020, the Bornite geological database will be updated and the team will identify priority drill targets for the 2021 field season.~~
fourth quarter.
Regional Exploration Project
~~Following up~~Regional project activities during the third quarter consisted mainly of updating the Sunshine prospect geologic model with the 2019 drill results. Metallurgical work continued during the third quarter on five composite samples from the ~~2019~~Sunshine prospect. Test work ~~performed by Trilogy along the 70-mile (100 kilometer) Ambler VMS belt, Ambler Metals~~is ongoing and will continue ~~exploration efforts within~~through the fourth quarter. Multispectral WorldView-3 satellite imagery was collected over the central portion of the Ambler VMS ~~belt to discover~~Belt during the third quarter. Processing and ~~define potential deposits that can provide additional feed to a future Arctic mill. Ambler Metals plans to conduct a 2,500-meter drill campaign in~~interpretation of the VMS belt, following up from last year’s drilling at the Sunshine prospect and at other identified targets. The drill program is expected to commence in mid-July and finish at the end of August. The drillingimagery will be ~~preceded by detailed geologic mapping, geochemical soil sampling, and ground geophysics.~~
~~Impact of Coronavirus (COVID-19)~~
With respect to the outbreak of the novel coronavirus (COVID-19), Trilogy recognizes that the situation is extremely fluid and is monitoring the State of Alaska Health Department recommendations and restrictions on travel. These recommendations and restrictions may significantly impact our ability to conduct the planned work programscompleted during the ~~upcoming field season. So, although~~fourth quarter.
Ambler Mining District Industrial Access Project (AMDIAP)
In a press release dated July 23, 2020, the work programs discussed above are still currently scheduled to commence as originally planned, our highest priority is the health, safety and welfare of our employees, contractors and community members. As a result, we andCompany, along with our joint venture partner ~~through~~South32, announced the signing of the Record of Decision by the United States Bureau of Land Management (“BLM”) for the Ambler ~~Metals, will make~~Mining District Industrial Access Project. The Record of Decision approves the ~~necessary adjustments~~development of the northern route which is to be a 211-mile private gravel access road in the southern Brooks Range foothills to provide industrial access to the work programs, including extending the timeline or scope for the remainder of the programs, or even cancelling the planned exploration activities at the UKMP for this season, if it is determined to be necessary or prudent to do so.Ambler Mining District.

Joint Venture
Option agreement
On April 10, 2017, Trilogy and Trilogy Metals US entered into an Option Agreement to form a Joint Venture with South32 Group Operations Pty Ltd., a wholly-owned subsidiary of South32, which agreement was later assigned by South32 Operations Pty Ltd. to its affiliate, South32 USA Exploration Inc. on the UKMP (“Option Agreement”). Under the terms of the Option Agreement, as amended, Trilogy Metals US granted South32 the right to form a 50/50 joint venture to hold all of Trilogy Metals US’ Alaskan ~~assets which~~assets. South32 exercised its option on December 19, 2019.
Formation of joint venture
On February 11, 2020, Trilogy completed the formation of the 50/50 joint venture with South32. Trilogy contributed all of its assets associated with the 172,675-hectare UKMP, including the Arctic and Bornite ~~projects,~~Projects, while South32 contributed a subscription price of US$145 million (the “Subscription Price”), resulting in each party owning a 50% interest in Ambler Metals. The Subscription Price will be used to advance the Arctic and Bornite Projects, along with exploration in the Ambler mining district. With Ambler Metals being well funded, with access to $145 million, Trilogy does not expect to fund programs and budgets to advance the UKMP until the Subscription Price is spent by Ambler Metals. To assist Ambler Metals during the initial set up phase, Trilogy is paying all of Ambler Metals’ invoices and being reimbursed pursuant to a services agreement (the “Services Agreement”) until the back office is fully transitioned to a new team employed by Ambler Metals, which will be no longer than the end of the year.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
22

Table of contents
Ambler Metals is an independently operated company controlled by Trilogy and South32 through a four-member board of which two members are currently appointed by Trilogy based on its 50% equity interest. All significant decisions related to the UKMP require the approval of both companies. We determined that Ambler Metals is a variable interest entity, or VIE, because it is expected to need additional funding from its owners for its significant activities. However, we concluded that we are not the primary beneficiary of Ambler Metals as the power to direct its activities, through its board, is shared under the limited liability company agreement. 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 August 31, 2020, totaled ~~$176~~$174 million as well as ~~$0.4 million~~$106,000 of amounts receivable per a Service Agreement between Trilogy and Ambler Metals. The amounts receivable as at August 31, 2020 was subsequently collected.
~~Subsequent to~~During the ~~end of the first quarter,~~three-month period ended May 31, 2020, Ambler Metals loaned ~~US$57.5~~$57.5 million back to South32 and retained $87.5 million. The loan has a 7-year maturity date, but Ambler Metals ~~can demand earlier repayment in installments as required~~will begin to draw down on the loan with cash calls to South32 to fund its 50% share of the 2021 budget to advance development studies, resource drilling and regional exploration programs. The loan is secured by South32’s membership interest in ~~the LLC~~Ambler Metals and guaranteed by South32 International Investment Holdings Pty Ltd. Trilogy currently estimates that the Subscription Price, which includes the funds to be repaid under the loan, will fund the UKMP through feasibility and the permitting of the first mine to be developed in the Ambler mining district. Once the full amount of the Subscription Price payment of $145 million is expended, the parties will contribute funding pro rata, as contemplated by the operating agreement which governs Ambler Metals.

Summary of results
~~in thousands of dollars,~~
~~except for per share amounts~~
Three months ended
Selected expenses
February 29, 2020
$

February 28, 2019
$

General and administrative 651 492
Mineral properties expense 1,545 1,535
Professional fees 668 91
Salaries 224 281
Salaries – stock-based compensation 1,196 1,939
Total expenses 4,475 4,458
Gain on derecognition of assets contributed to joint venture (175,770 ) -
Equity in investee 178 -
Comprehensive earnings (loss) for the period 171,179 (4,336 )
Basic earnings (loss) per common share $ 1.22 $ (0.03 )
Diluted earnings (loss) per common share $ 1.16 $ (0.03 )

in thousands of dollars,

except for per share amounts

Three months ended

Nine months ended

August 31, 2020

August 31, 2019

August 31, 2020

August 31, 2019

Selected expenses

$


$


$


$

General and administrative

265

435

1,349

1,363

Mineral properties expense

—

10,951

1,545

15,392

Feasibility study

232

—

974

Professional fees

165

414

1,031

658

Salaries

170

272

620

835

Salaries – stock-based compensation

1,064

402

3,030

3,005

Investor relations

156

164

383

456

Gain on derecognition of assets contributed to joint venture

—

—

(175,770)

—

Equity in investee

1,094

—

1,833

—

Comprehensive earnings (loss) for the period

3,184

(12,535)

164,993

(21,380)

Basic earnings (loss) per common share

$
(0.02)

$
(0.09)

$
1.17

$
(0.16)

Diluted earnings (loss) per common share

$
(0.02)

$
(0.09)

$
1.12

$
(0.16)

For the three months ended ~~February 29,~~August 31, 2020, Trilogy reported ~~net earnings~~a loss of ~~$171~~$3.2 million (or ~~$1.22~~$0.02 basic and ~~$1.16~~ diluted ~~earnings~~loss per common share). For the comparable period in 2019, we reported a net loss of ~~$4.3~~$12.5 million (or ~~$0.03~~$0.09 basic and diluted loss per common share).
The decrease in comprehensive loss is primarily due to the elimination of mineral properties expense as these expenditures became the responsibility of Ambler Metals subsequent to the formation of the joint venture with South32 on February 11, 2020. For the three-month period ended August 31, 2019, for which there are no current period comparatives, Trilogy spent $11 million in mineral properties expense, mostly consisting of drilling costs for the Bornite,

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
23

Table of contents
Arctic and Regional Projects, project support costs such as camp operations, fixed wing charters and helicopters for the field season, and engineering and environment studies for the Arctic Project.
Other variances in relation to the comparative three-month period ended August 31, 2020 consists of the following: i) feasibility study expenses of $0.2 million were related to the Arctic Project, and include costs incurred subsequent to the formation of Ambler Metals on February 11, 2020; ii) share of loss in equity investment in Ambler Metals of $1.1 million, which do not exist in the comparable third quarter of 2019; iii) a decrease of $0.1 million in salaries as CEO compensation that was salary based in the comparative period is stock based in the current period; iv) a decrease of $0.2 million in professional fees primarily due to lower legal fees; v) a decrease of $0.2 million in general and administrative expenses primarily due to lower travel cost imposed by COVID-19 restrictions; and vi) an increase of $0.7 million in stock-based compensation due to 1.8 million more options being granted during the current quarter versus the comparative period.
For the nine-month period ended August 31, 2020, Trilogy reported comprehensive earnings of $165 million (or $1.17 basic and $1.12 diluted earnings per common share). For the comparable period in 2019, we reported a comprehensive loss of $21.3 million (or $0.16 basic and diluted loss per common share). The ~~first quarter~~differences for the nine-month period ended August 31, 2020, ~~differences,~~ when compared to the ~~first quarter~~same period in 2019, are primarily due to the gain of $176 million recognized from the contribution of mineral property assets to the joint venture with South32 upon formation of the ~~joint venture~~Ambler Metals on February 11, 2020. This gain was ~~slightly~~ offset by ~~$0.18~~a $1.8 million in loss ~~from~~reflecting the Company’s 50% equity ~~investee, consisting of Trilogy’s 50%~~ share of Ambler ~~Metals’~~Metals operating loss for the ~~first quarter of 2020, for which there~~nine-month period ended August 31, 2020. There is no comparable amount in the ~~first~~third quarter of 2019.
Other variances noted for the ~~comparable~~comparative nine-month period ended August 31, 2020 consist of the following: i) a decrease in mineral properties expenses of $13.9 million as all mineral property assets were i)contributed to Ambler Metals upon formation of the joint venture on February 11, 2020; ii) feasibility study expenses of $1.0 million for the Arctic project incurred subsequent to the joint venture formation; iii) an increase ~~in general and administrative expenses~~ of ~~$0.16~~$0.4 million ~~primarily due to an additional $0.07 million in regulatory fees due mostly to the filing of the base shelf prospectus and $0.1 million in executive recruiting fees; ii) an increase~~ in professional fees ~~of $0.58 million mainly consisting of $0.12 million for consulting fees for~~primarily attributed to the ~~research and~~ implementation of new lease accounting standards and legal fees ~~of $0.25 million~~ related to the formation of the joint ~~venture, valuation~~venture; and loan capacity analysis fees of $0.07 million related to the formation of the joint venture, and consulting fees of $0.1 million for Rick Van Nieuwenhuyse who remained as a consultant to Trilogy through to February 29, 2020; iii)iv) a decrease of ~~$0.06~~$0.2 million in salaries due to ~~reductions in head office staffing levels; and iv) a decrease in stock-based compensation driven primarily by a 0.38 million reduction in~~ the ~~number~~inclusion of ~~stock options granted during the first quarter versus the comparative period as well as no vesting of RSUs during the period, resulting~~CEO salaries in stock based ~~compensation savings of approximately $0.74 million and $0.33 million, respectively.~~compensation.
Mineral property expenses for the three months ended February 29, 2020 were consistent with the comparative period and mainly include engineering costs related to the Company’s Arctic feasibility study.
Selected financial data
Quarterly information
~~in thousands of dollars,~~
~~except per share amounts~~
Q1 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 Q4 2018 Q3 2018 Q2 2018

02/28/19
$

11/30/19
$

08/31/19
$

05/31/19
$

02/28/19
$

11/30/18
$

08/31/18
$

05/31/18
$

Interest and other income 62 91 137 150 122 117 135 77
Mineral property expenses 1,545 3,819 10,951 2,906 1,535 3,833 9,051 2,475
Earnings (loss) for the period 171,179 (6,525 ) (12,535 ) (4,509 ) (4,336 ) (5,319 ) (9,920 ) (3,664 )
Earnings (loss) per common share – basic 1.22 (0.05 ) (0.09 ) (0.04 ) (0.03 ) (0.04 ) (0.08 ) (0.03 )
Earnings (loss) per common share – diluted 1.16 (0.05 ) (0.09 ) (0.04 ) (0.03 ) (0.04 ) (0.08 ) (0.03 )

in thousands of dollars,

except per share amounts

Q3 2020

Q2 2020

Q1 2020

Q4 2019

Q3 2019

Q2 2019

Q1 2019

Q4 2018

08/31/20

05/31/20

02/29/20

11/30/19

08/31/19

05/31/19

02/28/19

11/30/18


$


$


$


$


$


$


$


$

Interest and other income

16

29

62

91

137

150

122

117

Mineral property expenses

—

—

1,545

3,819

10,951

2,906

1,535

3,833

Share of loss on equity investment

1,094

561

178

—

—

—

—

—

Earnings (loss) for the period

(3,184)

(3,002)

171,179

(6,525)

(12,535)

(4,509)

(4,336)

(5,319)

Earnings (loss) per common share – basic

(0.02)

(0.02)

1.22

(0.05)

(0.09)

(0.04)

(0.03)

(0.04)

Earnings (loss) per common share – diluted

(0.02)

(0.02)

1.16

(0.05)

(0.09)

(0.04)

(0.03)

(0.04)

Factors that can cause fluctuations in our quarterly results include the length of the exploration field season at the properties, the type of program conducted, stock option vesting, and issuance of shares. Other factors that have caused fluctuations in the quarterly results that would not be expected to re-occur include the acquisition and disposition of assets and financing activities.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
24

Table of contents
For the three-month period ended August 31, 2020, we reported a comprehensive loss of $3.2 million, which consists of $2.1 million in operating expenses and $1.1 million for Trilogy’s 50% share of Ambler Metals’ operating loss. When compared to the three-month period ended August 31, 2019, the current period operating expenses was $10.6 million lower. The decrease is primarily due to the elimination of $11 million in mineral properties expenses due to the formation of the joint venture, for which there are no comparable expenses in the current period, offset by $1 million in feasibility study costs in the current period.
For the three-month period ended May 31, 2020, we reported a comprehensive loss of $3.0 million, which consists of $2.4 million in operating expenses and $0.6 million for Trilogy’s 50% share of Ambler Metals’ operating loss. There is no prior period comparative for the pro rata share of Ambler Metals operating loss as the joint venture formation was completed during fiscal 2020. When compared to the three-month period ended May 31, 2019, the operating expenses for the second quarter of current year was $2.1 million lower. The decrease is primarily due to the elimination of $2.9 million of mineral properties expense for which there are no comparable expenses for the same quarter in the 2019 period, offset by $0.7 million in feasibility study costs in the second quarter of 2020.
For the first quarter of 2020, we reported comprehensive earnings of $171 million which consisted of a gain of $176 million arising from the derecognition of our Alaskan mineral properties upon contribution to the joint venture with South32, offset by Trilogy’s 50% share of ~~the joint venture’s~~Ambler Metals’ operating loss for the period from February 11, 2020 to February 29, 2020 and total expenses of $4.5 million for the period. There are no prior period comparatives for the gain on contribution of Alaskan assets or the pro rata share of ~~the joint venture’s~~Ambler Metals’ operating loss. The ~~remaining difference between the~~ expense of $4.4 million incurred for the ~~current~~first quarter ~~and~~of 2020 was slightly higher than the loss of ~~$6.5~~$4.3 million for the ~~fourth~~first quarter of 2019 ~~was~~ primarily due to higher professional fees, general and administrative expense, share of loss on equity investment offset by a ~~$2.3 million reduction in mineral property expenses and reflects the seasonal nature of this~~lower stock-based compensation cost.
The loss of $6.5 million for the fourth quarter ended November 30, 2019 is higher when compared to the net loss of $5.3 million incurred in the fourth quarter ended November 30, 2018. The primary drivers for the difference were $0.7 million higher stock-based compensation, $0.6 million higher professional fees and $0.1 million increase in general and administrative expenses, all offset by $0.2 million in decreased salaries and benefits in the fourth quarter 2019.
Our net loss for the third quarter ended August 31, 2019 of $12.5 million was significantly higher versus the comparative loss of $9.9 million for the same quarter in the prior year. The $2.6 million increase is primarily due to an increase in mineral properties expenditures due to the size of the 2019 field program which included the new regional exploration program which did not exist in the comparative period.
Our net loss for the second quarter ended May 31, 2019 of $4.5 million is $0.9 million higher when compared to the comparative second quarter ended May 31, 2018. The difference is primarily due to an increase in mineral properties expenses related to the new regional exploration program commencing in the period with district-wide airborne geophysical surveys completed in the quarter and an increase in stock-based compensation.
Liquidity and capital resources
At ~~February 29,~~August 31, 2020, we had ~~$15.2~~$12.8 million in cash and cash equivalents and working capital of ~~$14.5~~$11.8 million, which is sufficient to fund our ongoing operations for at least the next 12 months. The projects ~~will be~~are fully funded by Ambler Metals and we do not anticipate needing to fund our 50% share of future expenditures to advance the projects until ~~the approximately~~Ambler Metals’ $145 million is spent.
Contractual obligations
Contractual obligated undiscounted cash flow requirements as at ~~February 29,~~August 31, 2020 are as follows.

In thousands of dollars

Total

<1 Year

1–2 Years

2–5 Years

Thereafter


$


$


$


$


$

Accounts payable and accrued liabilities

1,287

1,287

—

—

—

Office lease

772

193

404

175

—

2,059

1,480

404

175

—

~~In thousands of dollars~~

Total
$

<1 Year
$

1–2 Years
$

2–5 Years
$

Thereafter
$

Accounts payable and accrued liabilities 1,274 1,274 - - -
Office lease 839 136 384 319 -
2,113 1,410 384 319 -
Off-balance sheet arrangements
We have no material off-balance sheet arrangements.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
25

Table of contents
Outstanding share data
At ~~April 7,~~October 6, 2020, we had ~~140,665,733~~143,004,178 common shares issued and outstanding. At ~~April 7,~~October 6, 2020, we had outstanding, ~~10,983,933~~9,952,500 stock options with a weighted-average exercise price of ~~$1.21~~$1.62, no RSUs, as well as ~~1,182,391 deferred share units (“DSUs”)~~1,221,262 DSUs and 11,927 NovaGold DSUs for which the holder is entitled to receive one common share for every six NovaGold shares received. Upon exercise of all the foregoing convertible securities, the Company would be required to issue an aggregate of ~~12,168,312~~11,175,749 common shares.
New accounting pronouncements
Certain recent accounting pronouncements have been included under note 2 in our ~~February 29,~~August 31, 2020 unaudited interim consolidated financial ~~statements.~~statements

Critical accounting estimates
The most critical accounting estimates upon which our financial status depends are those requiring estimates of the recoverability of our capitalized mineral properties, impairment of long-lived assets, equity method investment, income taxes and valuation of stock-based compensation.
Mineral properties and development costs
All direct costs related to the acquisition of mineral property interests are capitalized. The acquisition of title to mineral properties is a complicated and uncertain process. The Company has taken steps, in accordance with industry standards, to verify the title to mineral properties in which it has an interest. Although the Company has made efforts to ensure that legal title to its mining assets is properly recorded, there can be no assurance that such title will be secured indefinitely.
Impairment of long-lived assets
Management assesses the possibility of impairment in the carrying value of its long-lived assets whenever events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Management considers several factors in considering if an indicator of impairment has occurred, including but not limited to, indications of value from external sources, significant changes in the legal, business or regulatory environment, and adverse changes in the use of physical condition of the asset. These factors are subjective and require consideration at each period end. If an indicator of impairment is determined to exist, management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, 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 and operating capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset.
Income taxes
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 recognition would result in an additional charge to the income tax expense and liability.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
26

Table of contents
Stock-based compensation
Compensation expense for options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected forfeiture rate, expected dividend yield and the risk-free interest rate over the expected life of the option. The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option, volatility, and forfeiture rate which can have a significant impact on the valuation model, and resulting expense recorded.
Investment in affiliates
Investments in unconsolidated ventures over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include the Company’s investment in ~~the~~ Ambler ~~Metals project.~~Metals. We identified Ambler Metals ~~LLC~~ as a Variable Interest Entity (VIE) as the entity is dependent on funding from its owners. All funding, ownership, voting rights and power to exercise control is shared equally on a 50/50 basis between the owners of the VIE. Therefore, the Company has determined that it is not the primary beneficiary of the VIE. The Company’s maximum exposure to loss is its investment in Ambler ~~Metals LLC.~~
Metals.
Ambler Metals ~~LLC~~ is a non-publicly traded equity investee holding exploration and development projects. The Company reviews and evaluates its investment in affiliates for other than temporary impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that could indicate impairment of an investment in affiliates include a significant decrease in long-term expected ~~gold~~copper price, a significant increase in expected operating or capital costs, unfavorable exploration results or technical studies, a significant decrease in reserves, a loss of significant mineral claims or a change in the development plan or strategy for the project. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. If the underlying assets are not recoverable, an impairment loss is measured and recorded based on the difference between the carrying amount of the investee and its estimated fair value which may be determined using a discounted cash flow ~~model~~model.
.Additional information
23
~~Additional information~~
Additional information regarding the Company, including our annual report on Form 10-K, is available on SEDAR atwww.sedar.com and EDGAR atwww.sec.gov and on our website at~~www.trilogymetals.com~~. www.trilogymetals.com. Information contained on our website is not incorporated by reference.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the financial instruments approximates their carrying value due to the short-term nature of their maturity. Our 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.
~~(a)~~ (a) 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. ~~We operate~~The Company operates in the United States and Canada. ~~Our~~The Company’s exposure to currency risk at ~~February 29,~~August 31, 2020 is limited to the Canadian dollar consisting of cash of CDN$~~540,000,~~1,462,000, accounts receivable of CDN$~~49,000~~20,000 and accounts payable of CDN$~~865,000.~~1,500,000. Based on a 10% change in the US-Canadian exchange rate, assuming all other variables remain constant, ~~our~~the Company’s net loss would change by approximately ~~$21,000.~~$5,000.

~~(b)~~

~~Credit risk~~

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
27

Table of contents
(b) Credit risk
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. We hold cash and cash equivalents with Canadian Chartered financial institutions. Our accounts receivable consists of Canadian Goods and Services Tax receivable from the Federal Government of Canada and other receivables for recoverable expenses. Our exposure to credit risk is equal to the balance of cash and cash equivalents and accounts receivable as recorded in the financial statements.
~~(c)~~ (c) Liquidity risk
Liquidity risk is the risk that we will encounter difficulties raising funds to meet our financial obligations as they fall due. We are in the exploration stage and do not have cash inflows from operations; therefore, we manage liquidity risk through the management of the capital structure and financial leverage. Future ~~financing~~financings may be obtained through debt financing, equity financing, sales of investments, convertible debt, exercise of options, or other means. Continued operations are dependent on our ability to obtain additional financing or to generate future cash flows. Our contractually obligated cash flow is disclosed under the section titled “Contractual Obligations.”
~~(d)~~ (d) 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. We are exposed to interest rate risk with respect to interest earned on cash and cash equivalents. Based on balances as at ~~February 29, 2020,~~August 31,2020, a 1% change in interest rates would result in a change in net loss of $0.1 million, 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.

Item 4. Controls and Procedures
Disclosure controls and procedures
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. 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. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of Canadian Securities Administration, as of ~~February 29,~~August 31, 2020. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective.
Internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act and National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim filings. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
28

Table of contents
Changes in internal control over financial reporting
Except for the implementation of certain internal controls over the formation of the Ambler Metals joint venture, ~~and the adoption of new lease accounting requirements under ASC 842,~~ there have been no changes in our internal controls over financial reporting during the ~~three-month period~~fiscal quarter ended ~~February 29,~~August 31, 2020 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We continue to evaluate our internal control over financial reporting on an ongoing basis to identify improvements. In connection with the ~~joint venture,~~formation of the Ambler Metals ~~LLC,~~joint venture in February 2020, ~~and the adoption of the new lease accounting requirements,~~ we ~~will continue to modify~~modified our internal control over financial reporting ~~over the next few months~~ to reflect the impact of ~~both~~ the formation of the joint venture, ~~and adoption~~which modifications were finalized during the third quarter, prior to the filing of ~~ASC 842 lease accounting rules.~~the Form 10-Q for the period ended May 31, 2020.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
29

Table of contents
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
~~Legal Proceedings~~
From time to time, we are a party to routine litigation and proceedings that are considered part of the ordinary course of its business. We are not aware of any material current, pending, or threatened litigation.
Item 1A. Risk Factors
~~Risk Factors~~
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 and the formation of the joint venture. Except as set forth below, certain of these risks and uncertainties are under the heading “Risk Factors” under Trilogy’s Form 10-K dated February 13, 2020 which is available on SEDAR atwww.sedar.com,, EDGAR atwww.sec.gov and on our website at~~www.trilogymetals.com~~. www.trilogymetals.com.
The outbreak of the coronavirus (COVID-19) may affect our ~~operations~~
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 emerged in China and the virus has now spread to several other countries, including Canada and the U.S., and infections have been reported globally. The extent to which the coronavirus 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 highly 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 coronavirus, has and could continue to materially and adversely impact the Company’s business including without limitation, the planned exploration programs at Ambler Metals ~~during~~(see “Deferral of the ~~upcoming field season,~~2020 Summer Exploration Program at the UKMP” above), 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, 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.
~~In addition, a significant outbreak of coronavirus could result in a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the demand for precious metals and our future prospects.~~
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
~~Unregistered Sales of Equity Securities and Use of Proceeds~~
~~None~~
~~Item 3.~~ ~~Defaults Upon Senior Securities~~
None.
Item 3. Defaults Upon Securities
None.
Item 4. Mine Safety Disclosures
~~Mine Safety Disclosures~~
These disclosures are not applicable to us.

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
30

Table of contents

Item 5. Other Information
~~Other Information.~~
None.
Item 6. Exhibits
~~Exhibits~~
~~Exhibits~~
~~Exhibit No.~~

~~Description~~
~~2.1~~
Exhibit No.
Contribution Agreement, dated February 11, 2020, between NovaCopper US Inc., Trilogy Metals Inc. and Ambler Metals LLC (incorporated by reference Exhibit 2.1 to the Current Report on Form 8-K filed on February 18, 2020)
Description
3.1
~~3.1~~

Certificate of Incorporation, dated April 27, 2011 (incorporated by reference Exhibit 99.2 to the Registration Statement on Form 40-F as filed on March 1, 2012, File No. 001-35447)

3.2

Articles of Trilogy Metals Inc., effective April 27, 2011, as altered March 20, 2011 (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Registration Statement on Form 40-F as filed on April 19, 2012, File No. 001-35447)

3.3

Notice of Articles and Certificate of Change of Name, dated September 1, 2016 (incorporated by reference to Exhibit 3.1 to the Form 8-K dated September 8, 2016)

~~10.1~~
31.1

Amended and Restated Limited Liability Company Agreement of Ambler Metals LLC, dated February 11, 2020 (incorporated by reference Exhibit 2.1 to the Current Report on Form 8-K filed on February 18, 2020)
~~31.1~~ Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101

Interactive Data Files

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

26

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
31

Table of contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~April 8,~~October 7, 2020
TRILOGY METALS INC.

By:
/s/ ~~James Gowans~~ Tony Giardini

~~James Gowans~~
Tony Giardini

President and Chief Executive Officer

By:
/s/ Elaine M. Sanders

Elaine M. Sanders

Vice President and Chief Financial Officer

Trilogy Metals Inc.
For the Quarter Ended August 31, 2020
32

~~British Columbia~~	~~98-1006991~~
British Columbia	98-1006991
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Suite 1150, 609 Granville Street Vancouver, British Columbia Canada	V7Y 1G5
(Address of Principal Executive Offices)	(Zip Code)


Large accelerated filer¨◻	Accelerated filerx⌧	Non-accelerated filer¨◻	Smaller reporting companyx☒	Emerging growth company¨☐


		Page

PART I - FINANCIAL INFORMATION	2 3
Item 1.	Financial Statements	3
~~Item 1. Financial Statements~~	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16 18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24 27

Item 4.	Controls and Procedures	24 28

PART II - OTHER INFORMATION		25 30
Item 1.	Legal Proceedings	30
Item ~~1. Legal Proceedings~~1A.	25Risk Factors	30

~~Item 1A. Risk Factors~~	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26 30

Item 3.	Defaults Upon Senior Securities	26 30

Item 4.	Mine Safety Disclosures	26 30
Item 5.	Other Information	31
~~Item 5. Other Information.~~	26

Item 6. ~~Exhibits~~	26Exhibits	31

	February 29, 2020 $			November 30, 2019 $
Assets
Current assets
Cash and cash equivalents		15,217			19,174
Accounts receivable (note 3)		418			264
Deposits and prepaid amounts		300			719
		15,935			20,157
Rent deposit		-			114
Equity method investment (note 4)		175,822			-
Plant and equipment (note 5)		255			715
Right of use asset (note 8)		547			-
Mineral properties and development costs (note 6)		-			30,631
		192,559			51,617
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 7)		1,274			2,354
Current portion of lease liability		137			-
		1,411			2,354
Long-term portion of lease liability (note 8)		510			-
Mineral properties purchase option		-			31,000
		1,921			33,354
Shareholders’ equity
Share capital (note 9)– unlimited common shares authorized, no par value Issued -140,659,776 (2019 – 140,427,761)		178,307			177,971
Contributed surplus		122			122
Contributed surplus – options (note 9(a))		22,272			21,123
Contributed surplus – units (note 9(b))		1,470			1,759
Deficit		(11,533	)		(182,712	)
		190,638			18,263
		192,559			51,617


		in thousands of US dollars
	August 31, 2020		November 30, 2019
	$		$
Assets
Current assets
Cash and cash equivalents	12,780		19,174
Accounts receivable (note 3)	121		264
Deposits and prepaid amounts	379		719
	13,280		20,157

Equity method investment (note 4)	174,167		—
Plant and equipment (note 5)	222		715
Mineral properties and development costs (note 6)	—		30,631
Rent deposit (note 8 (a))	—		114
Right of use asset (note 8 (a))	503		—
	188,172		51,617
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 7)	1,287		2,354
Current portion of lease liability	152		—
	1,439		2,354

Long-term portion of lease liability (note 8 (b))	447		—
Mineral properties purchase option	—		31,000
	1,886		33,354
Shareholders’ equity
Share capital (note 9) – unlimited common shares authorized, 0 par value Issued – 142,978,805 (2019 – 140,427,761)	179,310		177,971
Contributed surplus	122		122
Contributed surplus – options (note 9(a))	23,024		21,123
Contributed surplus – units (note 9(b))	1,549		1,759
Deficit	(17,719)		(182,712)
	186,286		18,263
	188,172		51,617


/s/ ~~James Gowans,~~Tony Giardini, President, CEO and Director		/s/ Kalidas Madhavpeddi, Director

Approved on behalf of the Board of Directors

	For the three months ended
	February 29, 2020 $			February 28, 2019 $
Expenses

Amortization		42			37
Foreign exchange loss (gain)		23			(34	)
General and administrative		651			492
Investor relations		126			117
Mineral properties expense (note 6(a))		1,545			1,535
Professional fees		668			91
Salaries		224			281
Salaries – stock-based compensation		1,196			1,939
Total expenses		4,475			4,458
Other items
Gain on derecognition of assets contributed to joint venture (note 4(a))		(175,770	)		-
Share of loss on equity investment (note 4(b))		178			-
Interest and other income		(62	)		(122	)
Comprehensive earnings (loss) for the period		171,179			(4,336	)
Basic earnings (loss) per common share	$	1.22		$	(0.03	)
Diluted earnings (loss) per common share	$	1.16		$	(0.03	)
Basic weighted average number of common shares outstanding		140,616,672			131,916,941
Diluted weighted average number of common shares outstanding		147,649,507			131,916,941


	in thousands of US dollars, except share and per share amounts
	For the three months ended			For the nine months ended
	August 31, 2020		August 31, 2019		August 31, 2020	August 31, 2019
	$		$		$	$
Expenses
Amortization		17	31		75	106
Feasibility study (note 6(a))		232	—		974	—
Foreign exchange (gain) loss		37	3		44	(26)
General and administrative		265	435		1,349	1,363
Investor relations		156	164		383	456
Mineral properties expense (note 6(a))		—	10,951		1,545	15,392
Professional fees		165	414		1,031	658
Salaries		170	272		620	835
Salaries – stock-based compensation		1,064	402		3,030	3,005
Total expenses		2,106	12,672		9,051	21,789
Other items
Gain on derecognition of assets contributed to joint venture (note 4(a))		—	—		(175,770)	—
Share of loss on equity investment (note 4(b))		1,094	—		1,833	—
Interest and other income		(16)	(137)		(107)	(409)
Comprehensive (loss) earnings for the period		(3,184)	(12,535)		164,993	(21,380)
Basic (loss) earnings per common share		(0.02)	(0.09)		1.17	(0.16)
Diluted (loss) earnings per common share		(0.02)	(0.09)		1.12	(0.16)
Basic weighted average number of common shares outstanding		141,018,130	136,981,179		140,807,319	133,677,437
Diluted weighted average number of common shares outstanding		141,018,130	136,981,179		146,660,689	133,677,437

	Number of shares outstanding		Share capital $		Warrants $		Contributed surplus $		Contributed surplus – options $			Contributed surplus – units $			Deficit $			Total shareholders’ equity $
Balance – November 30, 2018		131,585,612		164,069		2,253		122		19,076			1,489			(154,807	)		32,202
Exercise of options		44,230		28		-		-		(28	)		-			-			-
Restricted Share Units		412,501		424		-		-		-			(424	)		-			-
Stock-based compensation		-		-		-		-		1,586			353			-			1,939
Loss for the period		-		-		-		-		-			-			(4,336	)		(4,336	)
Balance – February 28, 2019		132,042,343		164,521		2,253		122		20,634			1,418			(159,143	)		29,805



Balance – November 30, 2019		140,427,761		177,971		-		122		21,123			1,759			(182,712	)		18,263
Exercise of options		19,514		6		-		-		(6	)		-			-			-
Restricted Share Units		212,501		330		-		-		-			(330	)		-			-
Stock-based compensation		-		-		-		-		1,155			41			-			1,196
Earnings for the period		-		-		-		-		-			-			171,179			171,179
Balance – February 29, 2020		140,659,776		178,307		-		122		22,272			1,470			(11,533	)		190,638


					Contributed	Contributed		Total
				Contributed	surplus –	surplus –		shareholders’
	Number of shares	Share capital	Warrants	surplus	options	units	Deficit	equity
	outstanding	$	$	$	$	$	$	$
Balance – November 30, 2018	131,585,612	164,069	2,253	122	19,076	1,489	(154,807)	32,202
Exercise of options	44,230	28	—	—	(28)	—	—	—
Restricted Share Units	412,501	424	—	—	—	(424)	—	—
Stock-based compensation	—	—	—	—	1,586	353	—	1,939
Loss for the period	—	—	—	—	—	—	(4,336)	(4,336)
Balance – February 28, 2019	132,042,343	164,521	2,253	122	20,634	1,418	(159,143)	29,805
Exercise of options	101,064	53	—	—	(53)	—	—	—
Stock-based compensation	—	—	—	—	355	309	—	664
Loss for the period	—	—	—	—	—	—	(4,509)	(4,509)
Balance – May 31, 2019	132,143,407	164,574	2,253	122	20,936	1,727	(163,652)	25,960
Exercise of options	57,818	41	—	—	(41)	—	—	—
Stock-based compensation	—	—	—	—	288	114	—	402
Deferred share units	182,132	189	—	—	—	(189)	—	—
Exercise of warrants	6,521,740	12,166	(2,253)					9,913
Loss for the period	—	—	—	—	—	—	(12,535)	(12,535)
Balance – August 31, 2019	138,905,097	176,970	—	122	21,183	1,652	(176,187)	23,740

Balance – November 30, 2019	140,427,761	177,971	—	122	21,123	1,759	(182,712)	18,263
Exercise of options	19,514	6	—	—	(6)	—	—	—
Restricted Share Units	212,501	330	—	—	—	(330)	—	—
Stock-based compensation	—	—	—	—	1,155	41	—	1,196
Earnings for the period	—	—	—	—	—	—	171,179	171,179
Balance – February 29, 2020	140,659,776	178,307	—	122	22,272	1,470	(11,533)	190,638
Exercise of options	63,110	31	—	—	(31)	—	—	—
Restricted Share Units	200,000	312	—	—	—	(312)	—	—
Stock-based compensation	—	—	—	—	420	350	—	770
Loss for the period	—	—	—	—	—	—	(3,002)	(3,002)
Balance – May 31, 2020	140,922,886	178,650	—	122	22,661	1,508	(14,535)	188,406
Exercise of options	2,055,919	660	—	—	(660)	—	—	—
Restricted Share Units	—	—	—	—	—	—	—	—
Stock-based compensation	—	—	—	—	1,023	41	—	1,064
Loss for the period	—	—	—	—	—	—	(3,184)	(3,184)
Balance – August 31, 2020	142,978,805	179,310	—	122	23,024	1,549	(17,719)	186,286


	in thousands of dollars
	August 31, 2020	November 30, 2019
	$	$
GST input tax credits	15	42
Recoverable payments	—	222
Ambler Metals LLC	106	—
Accounts receivable	121	264