Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Nov. 30, 2022 | Feb. 14, 2023 | May 31, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Nov. 30, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 1-35447 | ||
Entity Registrant Name | TRILOGY METALS INC. | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Tax Identification Number | 98-1006991 | ||
Entity Address, Address Line One | Suite 1150, 609 Granville Street | ||
Entity Address, City or Town | Vancouver | ||
Entity Address, State or Province | BC | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | V7Y 1G5 | ||
City Area Code | 604 | ||
Local Phone Number | 638-8088 | ||
Title of 12(b) Security | Common Shares, no par value | ||
Trading Symbol | TMQ | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 148,722,699 | ||
Current Fiscal Year End Date | --11-30 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001543418 | ||
Amendment Flag | false | ||
Entity Public Float | $ 93.8 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 271 | ||
Auditor Location | Vancouver, Canada |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2022 | Nov. 30, 2021 |
Current assets | ||
Cash | $ 2,573 | $ 6,308 |
Accounts receivable (note 3) | 17 | 19 |
Deposits and prepaid amounts | 320 | 285 |
Total current assets | 2,910 | 6,612 |
Investment in Ambler Metals LLC (note 4) | 142,754 | 160,063 |
Fixed assets (note 5) | 12 | 29 |
Mineral properties (note 6) | 119 | |
Right of use asset (note 8 (a)) | 319 | 482 |
Total assets | 145,995 | 167,305 |
Current liabilities | ||
Accounts payable and accrued liabilities (note 7) | 345 | 852 |
Current portion of lease liability | 189 | 179 |
Total current liabilities | 534 | 1,031 |
Long-term portion of lease liability (note 8 (b)) | 33 | 235 |
Total liabilities | 567 | 1,266 |
Shareholders' equity | ||
Share capital (note 9) - unlimited common shares authorized, no par value Issued - 146,225,035 (2021 - 145,009,811) | 182,178 | 180,820 |
Contributed surplus | 122 | 122 |
Contributed surplus - options (note 9(a)) | 27,352 | 25,990 |
Contributed surplus - units (note 9(b)) | 2,638 | 1,712 |
Deficit | (66,862) | (42,605) |
Total Shareholders' Equity | 145,428 | 166,039 |
Total Liabilities and Shareholders' Equity | $ 145,995 | $ 167,305 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Consolidated Balance Sheets | ||
Unlimited common shares authorized | Unlimited | Unlimited |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 146,225,035 | 145,009,811 |
Consolidated Statements of Earn
Consolidated Statements of Earnings (Loss) and Comprehensive Earnings (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
Expenses | |||
Amortization | $ 17 | $ 21 | $ 91 |
Exploration expenses | 47 | 143 | |
Feasibility study (note 6(d)) | 1,065 | ||
Foreign exchange (gain)/loss | (18) | 36 | 56 |
General and administrative | 1,287 | 1,517 | 1,650 |
Investor relations | 183 | 602 | 537 |
Mineral properties expense (note 6(d)) | 1,545 | ||
Professional fees | 998 | 818 | 1,347 |
Salaries | 984 | 2,007 | 1,411 |
Salaries - technical services (note 4(e)) | 898 | ||
Salaries and directors expense - stock-based compensation | 3,427 | 3,472 | 3,564 |
Total expenses | 6,925 | 8,616 | 12,164 |
Other items | |||
Gain on disposition of mineral property | (84) | (175,770) | |
Interest and other income | (34) | (16) | (87) |
Services agreement income (note 4(e)) | (22) | (929) | |
Share of loss on equity investment (note 4(b)) | 17,360 | 13,082 | 2,855 |
Write off mineral properties | 90 | ||
Comprehensive (loss) earnings for the year | $ (24,257) | $ (21,660) | $ 161,767 |
Basic (loss) earnings per common share | $ (0.17) | $ (0.15) | $ 1.14 |
Diluted (loss) earnings per common share | $ (0.17) | $ (0.15) | $ 1.12 |
Basic weighted average number of common shares outstanding | 145,721,736 | 144,428,926 | 141,464,877 |
Diluted weighted average number of common shares outstanding | 145,721,736 | 144,428,926 | 144,604,750 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Share capital | Contributed surplus. | Contributed surplus - options | Contributed surplus - units. | Deficit | Total |
Beginning Balance at Nov. 30, 2019 | $ 177,971 | $ 122 | $ 21,123 | $ 1,759 | $ (182,712) | $ 18,263 |
Beginning Balance (Shares) at Nov. 30, 2019 | 140,427,761 | |||||
Exercise of options | $ 1,133 | (916) | 217 | |||
Exercise of options (Shares) | 3,297,588 | |||||
Restricted Share Units | $ 642 | (642) | ||||
Restricted Share Units (Shares) | 412,501 | |||||
Stock-based compensation | 3,096 | 468 | 3,564 | |||
(Loss) earnings for the year | 161,767 | 161,767 | ||||
Ending Balance at Nov. 30, 2020 | $ 179,746 | 122 | 23,303 | 1,585 | (20,945) | 183,811 |
Ending Balance (Shares) at Nov. 30, 2020 | 144,137,850 | |||||
Exercise of options | $ 1,074 | (658) | 416 | |||
Exercise of options (Shares) | 871,961 | |||||
Stock-based compensation | 3,345 | 127 | 3,472 | |||
(Loss) earnings for the year | (21,660) | (21,660) | ||||
Ending Balance at Nov. 30, 2021 | $ 180,820 | 122 | 25,990 | 1,712 | (42,605) | 166,039 |
Ending Balance (Shares) at Nov. 30, 2021 | 145,009,811 | |||||
Exercise of options | $ 76 | (22) | $ 54 | |||
Exercise of options (Shares) | 81,674 | 81,674 | ||||
Restricted Share Units | $ 1,117 | (1,117) | ||||
Restricted Share Units (Shares) | 992,081 | |||||
Joint venture contribution | $ 51 | $ 51 | ||||
Joint venture contribution (Shares) | 31,469 | |||||
Services settled by common shares | $ 114 | 114 | ||||
Services settled by common shares (in shares) | 110,000 | |||||
Stock-based compensation | 1,384 | 2,043 | 3,427 | |||
(Loss) earnings for the year | (24,257) | (24,257) | ||||
Ending Balance at Nov. 30, 2022 | $ 182,178 | $ 122 | $ 27,352 | $ 2,638 | $ (66,862) | $ 145,428 |
Ending Balance (Shares) at Nov. 30, 2022 | 146,225,035 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
Cash flows used in operating activities | |||
(Loss) earnings for the year | $ (24,257,000) | $ (21,660,000) | $ 161,767,000 |
Adjustments to reconcile net loss to cash flows in operating activities | |||
Amortization | 17,000 | 21,000 | 91,000 |
Professional fees settled by common shares | 114,000 | ||
Office lease accounting | (16,000) | (15,000) | (7,000) |
Loss on working capital written-off upon joint venture formation | 18,000 | ||
Gain on disposal of mineral property | (84,000) | (175,770,000) | |
Loss on equity investment in Ambler Metals LLC (note 4(b)) | 17,360,000 | 13,082,000 | 2,855,000 |
Unrealized foreign exchange (gain) loss | (18,000) | 10,000 | 27,000 |
Stock-based compensation | 3,427,000 | 3,472,000 | 3,564,000 |
Write off mineral properties | 90,000 | ||
Net change in non-cash working capital | |||
Decrease in accounts receivable | 2,000 | 110,000 | 135,000 |
Decrease (Increase) in deposits and prepaid amounts | (64,000) | (101,000) | 535,000 |
Decrease in accounts payable and accrued liabilities | (506,000) | (36,000) | (1,466,000) |
Total cash flows used in operating activities | (3,935,000) | (5,117,000) | (8,251,000) |
Cash flows from financing activities | |||
Proceeds from exercise of options | 54,295 | 416,000 | 217,000 |
Total cash flows from financing activities | 54,000 | 416,000 | 217,000 |
Cash flows from investing activities | |||
Mineral claims | (119,000) | ||
Proceeds from disposition of mineral property | 142,000 | ||
Total cash flows from (used in) investing activities | 142,000 | (119,000) | |
Decrease in cash | (3,739,000) | (4,820,000) | (8,034,000) |
Effect of exchange rate on cash | 4,000 | 3,000 | (15,000) |
Cash - beginning of the year | 6,308,000 | 11,125,000 | 19,174,000 |
Cash - end of the year | $ 2,573,000 | $ 6,308,000 | $ 11,125,000 |
Nature of operations and Going
Nature of operations and Going Concern | 12 Months Ended |
Nov. 30, 2022 | |
Nature of operations and Going Concern | |
Nature of operations and Going Concern | 1) Nature of operations and Going Concern Trilogy Metals Inc. (“Trilogy”, the “Company”, or “we”) was incorporated in British Columbia under the Business Corporations Act (BC) on April 27, 2011. The Company is engaged in the exploration and development of mineral properties, through our equity investee (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” or “USA”). The Company also conducts early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc. These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at November 30, 2022, the Company had a working capital surplus of $2.4 million (2021 - $5.6 million) and an accumulated deficit of $66.9 million (2021 - $42.6 million). The Company has no recurring source of cash inflows at its current stage. The Company’s cash outflow from operations was $3.9 million for the year ended November 30, 2022. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on a favourable terms. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Nov. 30, 2022 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2) Summary of significant accounting policies Basis of presentation These consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting. All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars. These financial statements were approved by the Company’s Board of Directors for issue on February 13, 2023. Cash Cash consists of cash held in banking institutions. 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 (“Ambler Metals”) as a 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. Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Factors that may be indicative of an impairment include a loss in the value of an investment that is not temporary. Management considers several factors in considering if an indicator of impairment has occurred, including but not limited to, sustained losses by the investment, the absence of the ability to recover the carrying amount of the investment, deterioration of market conditions inclusive of significant changes in the legal, business or regulatory environment, significant adverse changes impacting the investee and internal reporting indicating the economic performance of an investment is, or will be, worse than expected. These factors are subjective and require consideration at each period end. If an indicator of impairment is determined to exist, the fair value of the impaired investment is determined based on the valuation of cohort companies with similar projects or upon the present value of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants and observed market earnings multiples of comparable companies. Management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other 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 operating, capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect management’s estimates. Fixed assets Plant and equipment are recorded at cost and amortization begins when the asset is put into service. Amortization is calculated on a straight-line basis over the respective assets’ estimated useful lives. Amortization periods by asset class are: Computer hardware and software 3 years Leasehold improvements lease term Office furniture and equipment 5 years Mineral properties and development costs All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been established that a mineral deposit is commercially mineable, an economic analysis has been completed and permits are obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized. Capitalized costs will be amortized following commencement of production using the unit of production method over the estimated life of proven and probable reserves. 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. Although the Company has made efforts to ensure that legal titles to its mining assets are properly recorded through the 50/50 joint venture (the “Joint Venture”) named Ambler Metals with South32 Limited (“South32”), 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 long-lived assets whenever events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. Management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other 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 operating, capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect management’s estimates. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as ROU assets and short-term and long-term lease liabilities, as applicable. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company typically only includes an initial lease term in its assessment of a lease arrangement. It also considers termination options and factors those into the determination of lease payments. Options to renew a lease are not included in the assessment unless there is reasonable certainty that the Company will renew. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which it could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income taxes The liability method of accounting for income taxes is used and is based on differences between the accounting and tax basis of assets and liabilities. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes using enacted income tax rates expected to be in effect for the period in which the differences are expected to reverse. Deferred income tax assets are evaluated and, if realization is not considered more likely than not, a valuation allowance is provided. Uncertainty in income tax positions The Company recognizes tax benefits from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Any tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. Related interest and penalties, if any, are recorded as tax expense in the tax provision. Financial instruments Valuation models require the use of assumptions which may include the expected life of the instrument, the expected volatility, dividend payouts, and interest rates. In determining these assumptions, management uses readily observable market inputs where available or, where not available, inputs generated by management. Loans and receivables are recorded initially at fair value, net of transaction costs incurred, and subsequently at amortized cost using the effective interest rate method. Loans and receivables consist of cash, accounts receivable, and deposits. Other financial liabilities are recorded initially at fair value and subsequently at amortized cost using the effective interest rate method. Other financial liabilities include accounts payable and accrued liabilities. Translation of foreign currencies Monetary assets and liabilities are translated into United States dollars at the exchange rate in effect at the balance sheet date, and non-monetary assets and liabilities at the exchange rate in effect at the time of acquisition or issue. Income and expenses are translated at rates approximating the exchange rate in effect at the time of transactions. Exchange gains or losses arising on translation are included in income or loss for the period. The functional currency of the Company and its subsidiary and the Company’s reporting currency is the United States dollar. Earnings and loss per share Earnings and loss per common share is calculated based on the weighted average number of common shares outstanding during the year. The Company follows the treasury stock method in the calculation of diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and in the prior year, warrants are used to repurchase common shares at the average market price during the period. 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 dividend yield, the risk-free interest rate, and the expected life of the option. The compensation cost is recognized using the graded attribution method over the vesting period of the respective options. The expense relating to the fair value of stock options is included in expenses, net of forfeitures and is credited to contributed surplus. Shares are issued from treasury in settlement of options exercised. Compensation expense for restricted share units (“RSUs”) and deferred share units (“DSUs”) granted to employees and directors, respectively, is determined based on estimated fair values of the units at the time of grant using quoted market prices or at the time the units qualify for equity classification under ASC 718. The cost is recognized using the graded attribution method over the vesting period of the respective units. The expense relating to the fair value of the units is included in expenses, net of forfeitures and is credited to other liabilities or contributed surplus based on the unit’s classification. Units may be settled in either i) cash, and/or ii) shares purchased in the open market, and/or iii) shares issued from treasury, at the Company’s election at the time of vesting. Use of estimates and measurement uncertainties The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period. Significant judgments include the assessment of potential indicators of impairment of mineral properties and investments in affiliates where key judgement is the delay on the Ambler Access Project is temporary and the delay was considered when assessing indicators of impairment. Significant estimates include the measurement of the South32 property acquisition option and subsequent equity method investment, income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Nov. 30, 2022 | |
Accounts receivable | |
Accounts receivable | 3) Accounts receivable in thousands of dollars November 30, 2022 November 30, 2021 $ $ GST input tax credits 17 19 Accounts receivable 17 19 |
Investment in Ambler Metals LLC
Investment in Ambler Metals LLC | 12 Months Ended |
Nov. 30, 2022 | |
Investment in Ambler Metals LLC | |
Investment in Ambler Metals LLC | 4) Investment in Ambler Metals LLC (a) Formation of Ambler Metals LLC On February 11, 2020, the Company completed the formation of the 50/50 Joint Venture named Ambler Metals with South32. As part of the formation of the Joint Venture, Trilogy contributed all its assets associated with the UKMP, including the Arctic and Bornite Projects, while South32 contributed $145 million, resulting in each party’s subsidiaries directly owning a 50% interest in Ambler Metals. To assist Ambler Metals during the initial set up phase, Trilogy paid all of Ambler Metals’ invoices and was being reimbursed pursuant to a services agreement (the “Services Agreement”) between Trilogy and Ambler Metals until the back office transitioned to a new permanent team employed by the Joint Venture. The Services Agreement ended on December 31, 2020. Ambler Metals 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 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 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 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 totaled $142.8 million at November 30, 2022. The following table summarizes the gain on derecognition of the UKMP assets upon transfer to the Ambler Metals Joint Venture on February 11, 2020. in thousands of dollars $ Fair value ascribed to Ambler Metals LLC interest 176,000 Less: carrying value of contributed /eliminated assets Mineral properties (30,631) Property, plant and equipment located in Alaska (618) Elimination of Fairbanks warehouse right of use asset (93) Elimination of prepaid State of Alaska mining claim fees (303) Add: Reimbursement of claims staking 44 Demobilization costs of drills 278 Cancellation of Fairbanks warehouse lease liability 93 Fair value of mineral properties purchase option 31,000 Gain on derecognition 175,770 (b) Carrying value of investment in Ambler Metals During the year ended November 30, 2022, Trilogy recognized, based on its 50% ownership interest in Ambler Metals, an equity loss equivalent to its pro rata share of Ambler Metals' net loss of $34.7 million for the year ended November 30, 2022 ( 2021 - $26.2 million). The carrying value of Trilogy’s 50% investment in Ambler Metals as at November 30, 2022 is summarized on the following table. in thousands of dollars $ February 11, 2020, fair value ascribed to Ambler Metals interest 176,000 Share of loss on equity investment from February 11, 2020 to November 30, 2020 (2,855) November 30, 2020, investment in Ambler Metals 173,145 Share of loss on equity investment for the year ending November 30, 2021 (13,082) November 30, 2021, Investment in Ambler Metals 160,063 Joint venture equity contribution 51 Share of loss on equity investment for the year ending November 30, 2022 (17,360) November 30, 2022, Investment in Ambler Metals 142,754 (c) The following table summarizes Ambler Metals’ Balance Sheet as at November 30, 2022. in thousands of dollars November 30, 2022 November 30, 2021 $ $ Total assets 114,049 149,374 Cash 80,755 61,205 Loan receivable from South32 (current and long-term) — 55,355 Mineral properties 30,899 30,757 Total liabilities (4,335) (5,043) Accounts payable and accrued liabilities (3,664) (4,148) Members' equity (total assets less total liabilities) 109,714 144,331 (d) The following table summarizes Ambler Metals’ net loss for the years ended November 30, 2022 and November 30, 2021. in thousands of dollars Year ended November 30, 2022 November 30, 2021 $ $ Depreciation 113 77 Corporate salaries and wages 1,664 2,381 General and administrative 738 991 Mineral property expense 32,083 22,720 Professional fees 792 1,047 Foreign exchange (gain)/loss 15 6 Interest income (686) (1,058) Comprehensive loss 34,719 26,164 (e) Related party transactions During the fiscal year 2022, the Company transferred a mineral claim to Ambler Metals and received net proceeds of approximately $140,000. During the fiscal year 2021, the Company charged $22,000 of expenses related to technical services, including geological, engineering, environmental and human resources and accounting services in connection with the Services Agreement. In addition, the Company received payments $4,000 related to operating expenses paid on behalf of Ambler Metals. |
Fixed assets
Fixed assets | 12 Months Ended |
Nov. 30, 2022 | |
Fixed assets | |
Fixed assets | 5) Fixed assets in thousands of dollars British Columbia, Canada Furniture and equipment Leasehold improvements Computer hardware and software Total Cost $ $ $ $ November 30, 2020 63 253 115 431 ROU asset reclass — (200) — (200) November 30, 2021 63 53 115 231 Write off fully depreciated assets (63) — (115) (178) November 30, 2022 — 53 — 53 Accumulated amortization November 30, 2020 42 69 114 225 ROU asset reclass — (44) — (44) Depreciation 14 6 1 21 November 30, 2021 56 31 115 202 Depreciation 7 10 — 17 Write off fully depreciated assets (63) — (115) (178) November 30, 2022 — 41 — 41 Net Book Value November 30, 2021 7 22 — 29 November 30, 2022 — 12 — 12 |
Mineral properties and developm
Mineral properties and development costs | 12 Months Ended |
Nov. 30, 2022 | |
Mineral properties and development costs | |
Mineral properties and development costs | 6) Mineral properties and development costs in thousands of dollars November 30, 2021 Disposal Write off November 30, 2022 $ $ $ $ Alaska, USA West Kobuk 58 (58) — — East Ambler 61 — (61) — 119 (58) (61) — (a) Mineral properties expense The following table summarizes mineral properties expense for the UKMP, Alaska, USA for the years ended November 30, 2022, 2021 and 2020, and includes expenditures funded by South32 up to the formation of the Joint Venture on February 11, 2020, as applicable. In thousands of dollars 2022 2021 2020 $ $ $ Alaska, USA Community — — 137 Engineering — — 723 Environmental — — 99 Geochemistry and geophysics — — 12 Land and permitting — — 134 Project support — — 249 Wages and benefits — — 191 — — 1,545 Mineral property expenses consisted 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. Other than the feasibility costs related to the Arctic project funded directly by the Company, no additional mineral properties expenses were incurred subsequent to the formation of the Joint Venture, as on February 11, 2020, upon the formation of the Joint Venture with South32, all mineral properties previously held by the Company were contributed to Ambler Metals. The Company funded the Arctic Project feasibility study costs of $1.1 million since the formation of the Joint Venture on February 11, 2020. Prior to the formation of the Joint Venture, the Company had also incurred $0.7 million in Arctic Project feasibility costs that are included in the mineral properties expense balance of $1.5 million for the year ended November 30, 2020. Cumulative mineral properties expense in Alaska from the initial earn‐in agreement on the property in 2004 to the formation of the Joint Venture on February 11, 2020 was $115.3 million and cumulative acquisition costs were $30.6 million. Cumulative spend to date totaled $147 million. On February 11, 2020, upon the formation of the Joint Venture with South32, the acquisition costs of $30.6 million were derecognized upon the contribution of the mineral properties to Ambler Metals. (b) Derecognition As part of the formation of the Joint Venture with South32 on February 11, 2020, Trilogy contributed all its assets associated with the UKMP, including the Arctic and Bornite projects. As a result, machinery and equipment with a carrying value of $0.62 million as well as $30.6 million of mineral properties related to the UKMP were derecognized by Trilogy on February 11, 2020. |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Nov. 30, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts payable and accrued liabilities | 7) Accounts payable and accrued liabilities in thousands of dollars November 30, 2022 November 30, 2021 $ $ Trade accounts payable 188 205 Accrued liabilities 36 105 Accrued salaries and vacation 121 542 Accounts payable and accrued liabilities 345 852 |
Leases
Leases | 12 Months Ended |
Nov. 30, 2022 | |
Leases | |
Leases | 8) Leases (a) Right-of-use asset in thousands of dollars $ Balance as at November 30, 2020 476 Net amortization (150) Previously classified in fixed assets 156 Balance as at November 30, 2021 482 Net amortization (163) Balance as at November 30, 2022 319 (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 Year ended Year ended November 30, 2022 November 30, 2021 $ $ Operating lease costs 187 187 Variable lease costs 143 122 Total lease expense 330 309 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 November 30, 2022, the remaining lease term was 1.5 years and the 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 year ended November 30, 2022 are as follows: ● Cash paid for amounts included in the measurement of lease liabilities was $203,001 . Future minimum payments relating to the lease recognized in our balance sheet as of November 30, 2022 are as follows: in thousands of dollars November 30, 2022 Fiscal year $ 2023 199 2024 33 2025 — Total undiscounted lease payments 232 Effect of discounting (10) Present value of lease payments recognized as lease liability 222 |
Share capital
Share capital | 12 Months Ended |
Nov. 30, 2022 | |
Share capital. | |
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, 2020 144,137,850 179,746 Exercise of options 871,961 1,074 November 30, 2021 145,009,811 180,820 Exercise of options 81,674 76 Restricted Share Units 992,081 1,117 Services settled by common shares 110,000 114 Joint venture equity contribution (note 4(b)) 31,469 51 November 30, 2022, issued and outstanding 146,225,035 182,178 On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”), once vested, 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 November 30, 2022, a total of 11,927 NovaGold DSUs remain outstanding representing a right to receive 1,988 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (a) Stock options The Company has a stock option plan providing for the issuance of options with a rolling maximum number equal to 10% of the issued and outstanding Common Shares at any given time. The Company may grant options to its directors, officers, employees and service providers. The exercise price of each option cannot be lower than the greater of market price or fair market value of the Common Shares (as such terms are defined in the plan) at the date of the option grant. The number of Common Shares optioned to any single optionee may not exceed 10% of the issued and outstanding Common Shares at the date of grant. The options are exercisable for a maximum of five years from the date of grant and may be subject to vesting provisions. During the year ended November 30, 2022, the Company granted 1,734,500 stock options (2021 – 3,374,150 stock options, 2020 – 4,445,000) at an exercise price of CDN$2.21 (2021 - CDN$2.52, 2020 – CDN$2.79) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to over a two-year period. The fair value attributable to options granted in 2022 was $0.71 (2021 -$0.84, 2020 - $0.90). The fair value of the stock options recognized for the year ended November 30, 2022 has been estimated using the Black-Scholes option pricing model. Assumptions used in the pricing model for the year are as provided below. November 30, 2022 Risk-free interest rates 1.07% Exercise price CDN$2.28 Expected life 3 years Expected volatility 60.6% Expected dividends Nil The Company recognized a stock option expense of $1.4 million for the year ended November 30, 2022 (2021 - $3.3 million; 2020 - $3.1 million), net of forfeitures. As of November 30, 2022, there were 1,379,836 non-vested options outstanding with a weighted average exercise price of CDN$2.35. The non-vested stock option expense not yet recognized was $0.1 million. This expense is expected to be recognized over the next twelve months. A summary of the Company’s stock option plan and changes during the year ended is as follows: November 30, 2022 Weighted average exercise price Number of options CDN$ Balance – beginning of the year 10,539,324 2.54 Granted 1,734,500 2.21 Exercised (81,674) 0.85 Cancelled (678,750) 3.80 Forfeited (288,000) 2.35 Balance – end of the year 11,225,400 2.49 During the year ended November 30, 2022, the Company received net proceeds of $54,295 upon the exercise of 81,674 options. The following table summarizes information about the stock options outstanding at November 30, 2022. Outstanding Exercisable Unvested Weighted Weighted Number of Weighted average Number of average Number of outstanding average years exercise price exercisable exercise price unvested Range of exercise price - CDN options to expiry CDN$ options CDN$ options $1.00 to $1.50 870,000 0.02 1.05 870,000 1.05 — $2.01 to $2.50 2,396,250 3.29 2.27 1,632,748 2.29 763,502 $2.51 to $3.00 6,411,650 2.47 2.64 5,795,316 2.65 616,334 $3.01 to $3.41 1,547,500 2.06 3.03 1,547,500 3.03 — 11,225,400 2.40 2.49 9,845,564 2.51 1,379,836 The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2022 was $nil (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. The RSU Plan and DSU Plan may be settled in cash and/or common shares at the Company’s election with each RSU and DSU entitling the holder to receive one common share of the Company or equivalent value. All units are accounted for as equity-settled awards. There were 1,359,349 RSUs granted during the fiscal year ended November 30, 2022 (2021 – nil nil A summary of the Company’s RSU and DSU Plan and changes during the year ended November 30, 2022 is as follows: Number of RSUs Number of DSUs Balance – beginning of the year — 1,277,445 Granted 1,359,349 283,289 Vested (1,102,081) — Balance – end of the year 257,268 1,560,734 For the year ended November 30, 2022, Trilogy recognized a stock-based compensation expense of $2.0 million (2021 - $0.1 million, 2020 - $0.5million). |
Management of capital risk
Management of capital risk | 12 Months Ended |
Nov. 30, 2022 | |
Share capital. | |
Management of capital risk | 10) Management of capital risk The Company relies upon management to manage capital in order to accomplish the objectives of safeguarding the Company’s ability to continue as a going concern in order to pursue the development of the mineral properties, at the UKMP, through our equity investee (note 4) and maintain a capital structure which optimizes the costs of capital at an acceptable risk. The Company’s current capital consists of equity funding through capital markets. As the Company is currently in the exploration phase none of its financial instruments are exposed to commodity price risk; however, the Company’s ability to obtain long-term financing and its economic viability may be affected by commodity price volatility. The Company will need to raise additional funds to support its operations and administration expenses. Future sources of liquidity may include equity financing, debt financing, convertible debt, or other means. To facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. |
Financial instruments
Financial instruments | 12 Months Ended |
Nov. 30, 2022 | |
Financial instruments | |
Financial instruments | 11) 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, 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, accounts receivable, deposits, and accounts payable and accrued liabilities. Financial risk management The Company’s activities expose them to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk. (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 November 30, 2022 is limited to the Canadian dollar balances consisting of cash of CDN$223,000, accounts receivable of CDN$22,000 and certain trade payables and accrued personnel costs CDN$393,000. 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 $10,000. (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 with Canadian chartered financial institutions. The Company’s only significant exposure to credit risk is equal to the balance of cash as recorded in the financial statements. (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 November 30, 2022 are as follows. in thousands of dollars Total < 1 Year 1–2 Years 2–5 Years Thereafter $ $ $ $ $ Accounts payable and accrued liabilities 345 345 — — — Office lease 232 199 33 — — 577 544 33 — — (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. Based on balances as at November 30, 2022 a 1% change in interest rates would result in a negligible change in net loss, 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. Fair value accounting Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows: Level 1 Level 2 Level 3 The Company did not have any financial assets and liabilities that were measured and recognized at fair value as at November 30, 2022. |
Income taxes
Income taxes | 12 Months Ended |
Nov. 30, 2022 | |
Income taxes | |
Income taxes | 12) Income taxes Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings before income taxes. These differences result from the following items: in thousands of dollars November 30, 2022 November 30, 2021 November 30, 2020 $ $ $ Combined federal and provincial statutory tax rate 27.00 % 27.00 % 27.00 % Income tax (recovery) at statutory rate (6,549) (5,848) 43,677 Difference in foreign tax rates (252) (194) 2,424 Effect of foreign exchange changes — — (4) Non-deductible expenditures 374 937 1,009 Income from option payments applied as proceeds of sale — — (8,812) Change in estimates in respect of prior years 39 116 (6) Impact of new lease accounting rules (ASC 842 adoption) — — (28) Change in valuation allowance 6,388 4,989 (38,260) Income tax recovery (expense) — — — Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at November 30, 2022 and 2021 are as follows: in thousands of dollars November 30, 2022 November 30, 2021 $ $ Deferred income tax assets Non-capital losses 57,236 54,502 Mineral property interest 3,061 447 Mineral property impairment 17 — Deferred interest 6,251 6,251 Property, plant and equipment 86 82 Lease liability 60 112 Share issuance costs 6 103 Other deductible temporary differences 181 197 Total deferred tax assets 66,898 61,694 Valuation allowance (40,555) (34,249) Net deferred income tax assets 26,343 27,445 Deferred income tax liabilities Investment in Ambler Metals LLC (26,257) (27,315) Right of use asset (86) (130) Deferred income tax liabilities (26,343) (27,445) Net deferred income tax assets — — The Company has loss carry-forwards of approximately $203 million that may be available for tax purposes. Certain of these losses occurred prior to the incorporation of the Company and are accounted for in the financial statements as if they were incurred by the Company. Prior to the NovaGold Arrangement, the Company undertook a tax reorganization in order to preserve the future deductibility of these losses for the Company, subject to the limitations below. Deferred tax assets have been recognized to the extent of future taxable income and the future taxable amounts related to taxable temporary differences for which a deferred tax liability is recognized can be offset. A valuation allowance has been provided against deferred income tax assets where it is not more likely than not that the Company will realize those benefits. The losses expire as follows in the following jurisdictions: in thousands of dollars Non-capital losses Operating losses Canada United States $ $ 2023 — 960 2024 — 569 2025 — 1,530 2026 — 7,871 Thereafter 57,380 135,817 57,380 146,747 Future use of U.S. loss carry-forwards is subject to certain limitations under provisions of the Internal Revenue Code including limitations subject to Section 382, which relates to a 50% change in control over a three-year period and are further dependent upon the Company attaining profitable operations. An ownership change under Section 382 occurred on January 22, 2009 regarding losses incurred by AGC, of which the attributes of those losses were transferred to Trilogy Metals US with the purchase of the mineral property in October 2011. Therefore, approximately $39.4 million of the U.S. losses above are subject to limitation under Section 382. Accordingly, the Company’s ability to use these losses may be limited. An additional change in control may have occurred after November 30, 2011 which may further limit the availability of losses prior to the date of change in control. Furthermore, tax reform provisions under Section 172 allow federal net operating losses arising in tax years subsequent to December 31, 2017 to be carried forward indefinitely. As at November 30, 2022 the Company has approximately $26 million in operating losses that can be carried forward indefinitely. On June 19, 2015, we completed the Sunward acquisition which resulted in an acquisition of control of Sunward Resources ULC under of the Income Tax Act in Canada. Therefore, the Company’s ability to use approximately $15.2 million of losses in Canada may be limited. |
Commitment
Commitment | 12 Months Ended |
Nov. 30, 2022 | |
Commitment | |
Commitment | 13) Commitment The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 8(b). |
Subsequent events
Subsequent events | 12 Months Ended |
Nov. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | 14) Subsequent events On December 1, 2022, senior management and the Board of Directors were granted 392,497 RSUs and 60,519 DSUs in settlement of approximately $170,000 for salaries and $35,000 for director fees. On December 8, 2022, the Company granted 1,056,350 RSUs for short term incentives to executive and employees, all vesting immediately. Directors were granted 700,000 DSUs and 580,000 stock options, all vesting immediately. Employees and consultants were granted 2,650,000 stock options and 2,250,000 RSUs with vesting schedule one-third one-third one-third |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Nov. 30, 2022 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of presentation These consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting. All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars. These financial statements were approved by the Company’s Board of Directors for issue on February 13, 2023. |
Cash | Cash Cash consists of cash held in banking institutions. |
Investment in affiliates | 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 (“Ambler Metals”) as a 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. Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Factors that may be indicative of an impairment include a loss in the value of an investment that is not temporary. Management considers several factors in considering if an indicator of impairment has occurred, including but not limited to, sustained losses by the investment, the absence of the ability to recover the carrying amount of the investment, deterioration of market conditions inclusive of significant changes in the legal, business or regulatory environment, significant adverse changes impacting the investee and internal reporting indicating the economic performance of an investment is, or will be, worse than expected. These factors are subjective and require consideration at each period end. If an indicator of impairment is determined to exist, the fair value of the impaired investment is determined based on the valuation of cohort companies with similar projects or upon the present value of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants and observed market earnings multiples of comparable companies. Management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other 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 operating, capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect management’s estimates. |
Fixed assets | Fixed assets Plant and equipment are recorded at cost and amortization begins when the asset is put into service. Amortization is calculated on a straight-line basis over the respective assets’ estimated useful lives. Amortization periods by asset class are: Computer hardware and software 3 years Leasehold improvements lease term Office furniture and equipment 5 years |
Mineral properties and development costs | Mineral properties and development costs All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been established that a mineral deposit is commercially mineable, an economic analysis has been completed and permits are obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized. Capitalized costs will be amortized following commencement of production using the unit of production method over the estimated life of proven and probable reserves. 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. Although the Company has made efforts to ensure that legal titles to its mining assets are properly recorded through the 50/50 joint venture (the “Joint Venture”) named Ambler Metals with South32 Limited (“South32”), there can be no assurance that such title will be secured indefinitely. |
Impairment of long-lived assets | Impairment of long-lived assets Management assesses the possibility of impairment in the carrying value of long-lived assets whenever events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. Management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other 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 operating, capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect management’s estimates. |
Leases | Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as ROU assets and short-term and long-term lease liabilities, as applicable. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company typically only includes an initial lease term in its assessment of a lease arrangement. It also considers termination options and factors those into the determination of lease payments. Options to renew a lease are not included in the assessment unless there is reasonable certainty that the Company will renew. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which it could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Income taxes | Income taxes The liability method of accounting for income taxes is used and is based on differences between the accounting and tax basis of assets and liabilities. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes using enacted income tax rates expected to be in effect for the period in which the differences are expected to reverse. Deferred income tax assets are evaluated and, if realization is not considered more likely than not, a valuation allowance is provided. |
Uncertainty in income tax positions | Uncertainty in income tax positions The Company recognizes tax benefits from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Any tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. Related interest and penalties, if any, are recorded as tax expense in the tax provision. |
Financial instruments | Financial instruments Valuation models require the use of assumptions which may include the expected life of the instrument, the expected volatility, dividend payouts, and interest rates. In determining these assumptions, management uses readily observable market inputs where available or, where not available, inputs generated by management. Loans and receivables are recorded initially at fair value, net of transaction costs incurred, and subsequently at amortized cost using the effective interest rate method. Loans and receivables consist of cash, accounts receivable, and deposits. Other financial liabilities are recorded initially at fair value and subsequently at amortized cost using the effective interest rate method. Other financial liabilities include accounts payable and accrued liabilities. |
Translation of foreign currencies | Translation of foreign currencies Monetary assets and liabilities are translated into United States dollars at the exchange rate in effect at the balance sheet date, and non-monetary assets and liabilities at the exchange rate in effect at the time of acquisition or issue. Income and expenses are translated at rates approximating the exchange rate in effect at the time of transactions. Exchange gains or losses arising on translation are included in income or loss for the period. The functional currency of the Company and its subsidiary and the Company’s reporting currency is the United States dollar. |
Earnings and loss per share | Earnings and loss per share Earnings and loss per common share is calculated based on the weighted average number of common shares outstanding during the year. The Company follows the treasury stock method in the calculation of diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and in the prior year, warrants are used to repurchase common shares at the average market price during the period. |
Stock-based compensation | 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 dividend yield, the risk-free interest rate, and the expected life of the option. The compensation cost is recognized using the graded attribution method over the vesting period of the respective options. The expense relating to the fair value of stock options is included in expenses, net of forfeitures and is credited to contributed surplus. Shares are issued from treasury in settlement of options exercised. Compensation expense for restricted share units (“RSUs”) and deferred share units (“DSUs”) granted to employees and directors, respectively, is determined based on estimated fair values of the units at the time of grant using quoted market prices or at the time the units qualify for equity classification under ASC 718. The cost is recognized using the graded attribution method over the vesting period of the respective units. The expense relating to the fair value of the units is included in expenses, net of forfeitures and is credited to other liabilities or contributed surplus based on the unit’s classification. Units may be settled in either i) cash, and/or ii) shares purchased in the open market, and/or iii) shares issued from treasury, at the Company’s election at the time of vesting. |
Use of estimates and measurement uncertainties | Use of estimates and measurement uncertainties The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period. Significant judgments include the assessment of potential indicators of impairment of mineral properties and investments in affiliates where key judgement is the delay on the Ambler Access Project is temporary and the delay was considered when assessing indicators of impairment. Significant estimates include the measurement of the South32 property acquisition option and subsequent equity method investment, income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Summary of significant accounting policies | |
Schedule of Estimated useful lives of plant and equipment | Computer hardware and software 3 years Leasehold improvements lease term Office furniture and equipment 5 years |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Accounts receivable | |
Schedule of account receivable | in thousands of dollars November 30, 2022 November 30, 2021 $ $ GST input tax credits 17 19 Accounts receivable 17 19 |
Investment in Ambler Metals L_2
Investment in Ambler Metals LLC (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Investment in Ambler Metals LLC | |
Schedule of gain on transfer of assets | in thousands of dollars $ Fair value ascribed to Ambler Metals LLC interest 176,000 Less: carrying value of contributed /eliminated assets Mineral properties (30,631) Property, plant and equipment located in Alaska (618) Elimination of Fairbanks warehouse right of use asset (93) Elimination of prepaid State of Alaska mining claim fees (303) Add: Reimbursement of claims staking 44 Demobilization costs of drills 278 Cancellation of Fairbanks warehouse lease liability 93 Fair value of mineral properties purchase option 31,000 Gain on derecognition 175,770 |
Schedule of equity investment | in thousands of dollars $ February 11, 2020, fair value ascribed to Ambler Metals interest 176,000 Share of loss on equity investment from February 11, 2020 to November 30, 2020 (2,855) November 30, 2020, investment in Ambler Metals 173,145 Share of loss on equity investment for the year ending November 30, 2021 (13,082) November 30, 2021, Investment in Ambler Metals 160,063 Joint venture equity contribution 51 Share of loss on equity investment for the year ending November 30, 2022 (17,360) November 30, 2022, Investment in Ambler Metals 142,754 |
Schedule of Ambler Metals LLC's Balance Sheet | in thousands of dollars November 30, 2022 November 30, 2021 $ $ Total assets 114,049 149,374 Cash 80,755 61,205 Loan receivable from South32 (current and long-term) — 55,355 Mineral properties 30,899 30,757 Total liabilities (4,335) (5,043) Accounts payable and accrued liabilities (3,664) (4,148) Members' equity (total assets less total liabilities) 109,714 144,331 |
Schedule of Ambler Metals LLC's net loss | in thousands of dollars Year ended November 30, 2022 November 30, 2021 $ $ Depreciation 113 77 Corporate salaries and wages 1,664 2,381 General and administrative 738 991 Mineral property expense 32,083 22,720 Professional fees 792 1,047 Foreign exchange (gain)/loss 15 6 Interest income (686) (1,058) Comprehensive loss 34,719 26,164 |
Fixed assets (Tables)
Fixed assets (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Fixed assets | |
Schedule of Fixed assets | in thousands of dollars British Columbia, Canada Furniture and equipment Leasehold improvements Computer hardware and software Total Cost $ $ $ $ November 30, 2020 63 253 115 431 ROU asset reclass — (200) — (200) November 30, 2021 63 53 115 231 Write off fully depreciated assets (63) — (115) (178) November 30, 2022 — 53 — 53 Accumulated amortization November 30, 2020 42 69 114 225 ROU asset reclass — (44) — (44) Depreciation 14 6 1 21 November 30, 2021 56 31 115 202 Depreciation 7 10 — 17 Write off fully depreciated assets (63) — (115) (178) November 30, 2022 — 41 — 41 Net Book Value November 30, 2021 7 22 — 29 November 30, 2022 — 12 — 12 |
Mineral properties and develo_2
Mineral properties and development costs (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Mineral properties and development costs | |
Schedule of mineral properties and development costs | in thousands of dollars November 30, 2021 Disposal Write off November 30, 2022 $ $ $ $ Alaska, USA West Kobuk 58 (58) — — East Ambler 61 — (61) — 119 (58) (61) — |
Schedule of mineral property expenses | In thousands of dollars 2022 2021 2020 $ $ $ Alaska, USA Community — — 137 Engineering — — 723 Environmental — — 99 Geochemistry and geophysics — — 12 Land and permitting — — 134 Project support — — 249 Wages and benefits — — 191 — — 1,545 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | in thousands of dollars November 30, 2022 November 30, 2021 $ $ Trade accounts payable 188 205 Accrued liabilities 36 105 Accrued salaries and vacation 121 542 Accounts payable and accrued liabilities 345 852 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Leases | |
Schedule of right-of-use asset | in thousands of dollars $ Balance as at November 30, 2020 476 Net amortization (150) Previously classified in fixed assets 156 Balance as at November 30, 2021 482 Net amortization (163) Balance as at November 30, 2022 319 (b) Lease liabilities |
Schedule of lease expenses | in thousands of dollars Year ended Year ended November 30, 2022 November 30, 2021 $ $ Operating lease costs 187 187 Variable lease costs 143 122 Total lease expense 330 309 |
Schedule of future minimum payments | in thousands of dollars November 30, 2022 Fiscal year $ 2023 199 2024 33 2025 — Total undiscounted lease payments 232 Effect of discounting (10) Present value of lease payments recognized as lease liability 222 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Share capital. | |
Schedule of common stock outstanding roll forward | in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2020 144,137,850 179,746 Exercise of options 871,961 1,074 November 30, 2021 145,009,811 180,820 Exercise of options 81,674 76 Restricted Share Units 992,081 1,117 Services settled by common shares 110,000 114 Joint venture equity contribution (note 4(b)) 31,469 51 November 30, 2022, issued and outstanding 146,225,035 182,178 |
Schedule of assumptions used in the pricing model | November 30, 2022 Risk-free interest rates 1.07% Exercise price CDN$2.28 Expected life 3 years Expected volatility 60.6% Expected dividends Nil |
Summary of the company's stock option plan | November 30, 2022 Weighted average exercise price Number of options CDN$ Balance – beginning of the year 10,539,324 2.54 Granted 1,734,500 2.21 Exercised (81,674) 0.85 Cancelled (678,750) 3.80 Forfeited (288,000) 2.35 Balance – end of the year 11,225,400 2.49 |
Summary of information about stock options | 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 exercise price - CDN options to expiry CDN$ options CDN$ options $1.00 to $1.50 870,000 0.02 1.05 870,000 1.05 — $2.01 to $2.50 2,396,250 3.29 2.27 1,632,748 2.29 763,502 $2.51 to $3.00 6,411,650 2.47 2.64 5,795,316 2.65 616,334 $3.01 to $3.41 1,547,500 2.06 3.03 1,547,500 3.03 — 11,225,400 2.40 2.49 9,845,564 2.51 1,379,836 |
Schedule of restricted share Units and deferred share units plans | Number of RSUs Number of DSUs Balance – beginning of the year — 1,277,445 Granted 1,359,349 283,289 Vested (1,102,081) — Balance – end of the year 257,268 1,560,734 |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Financial instruments | |
Schedule of contractually obligated cash flow requirements | in thousands of dollars Total < 1 Year 1–2 Years 2–5 Years Thereafter $ $ $ $ $ Accounts payable and accrued liabilities 345 345 — — — Office lease 232 199 33 — — 577 544 33 — — |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Nov. 30, 2022 | |
Income taxes | |
Schedule of Income Tax Expense | in thousands of dollars November 30, 2022 November 30, 2021 November 30, 2020 $ $ $ Combined federal and provincial statutory tax rate 27.00 % 27.00 % 27.00 % Income tax (recovery) at statutory rate (6,549) (5,848) 43,677 Difference in foreign tax rates (252) (194) 2,424 Effect of foreign exchange changes — — (4) Non-deductible expenditures 374 937 1,009 Income from option payments applied as proceeds of sale — — (8,812) Change in estimates in respect of prior years 39 116 (6) Impact of new lease accounting rules (ASC 842 adoption) — — (28) Change in valuation allowance 6,388 4,989 (38,260) Income tax recovery (expense) — — — |
Schedule of Future Income Tax Assets and Liabilities | in thousands of dollars November 30, 2022 November 30, 2021 $ $ Deferred income tax assets Non-capital losses 57,236 54,502 Mineral property interest 3,061 447 Mineral property impairment 17 — Deferred interest 6,251 6,251 Property, plant and equipment 86 82 Lease liability 60 112 Share issuance costs 6 103 Other deductible temporary differences 181 197 Total deferred tax assets 66,898 61,694 Valuation allowance (40,555) (34,249) Net deferred income tax assets 26,343 27,445 Deferred income tax liabilities Investment in Ambler Metals LLC (26,257) (27,315) Right of use asset (86) (130) Deferred income tax liabilities (26,343) (27,445) Net deferred income tax assets — — |
Schedule of loss carry forwards expiry | in thousands of dollars Non-capital losses Operating losses Canada United States $ $ 2023 — 960 2024 — 569 2025 — 1,530 2026 — 7,871 Thereafter 57,380 135,817 57,380 146,747 |
Nature of operations and Goin_2
Nature of operations and Going Concern (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
Nature of operations and Going Concern | |||
Working capital surplus | $ 2,400 | $ 5,600 | |
Accumulated deficit | (66,862) | (42,605) | |
Cash flow from operation | $ (3,935) | $ (5,117) | $ (8,251) |
Summary of significant accoun_4
Summary of significant accounting policies - Investment in affiliates and Mineral properties, development costs (Details) - Ambler Metals LLC | Nov. 30, 2022 | Feb. 11, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 50% | 50% |
South32 | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership | 50% |
Summary of significant accoun_5
Summary of significant accounting policies - Fixed assets estimated useful lives (Details) | 12 Months Ended |
Nov. 30, 2022 | |
Computer hardware and software | |
Estimated useful lives | 3 years |
Office furniture and equipment | |
Estimated useful lives | 5 years |
Summary of significant accoun_6
Summary of significant accounting policies - Narrative (Details) | 12 Months Ended |
Nov. 30, 2022 | |
Summary of significant accounting policies | |
Likelihood of tax benefit being realized upon settlement | 50% |
Accounts receivable (Details)
Accounts receivable (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Nov. 30, 2021 |
Accounts receivable | ||
GST input tax credits | $ 17 | $ 19 |
Accounts receivable | $ 17 | $ 19 |
Investment in Ambler Metals L_3
Investment in Ambler Metals LLC - Narrative (Details) | 12 Months Ended | |||
Nov. 30, 2022 USD ($) Owner | Nov. 30, 2021 USD ($) | Nov. 30, 2020 USD ($) | Feb. 11, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Comprehensive (loss) earnings for the year | $ (24,257,000) | $ (21,660,000) | $ 161,767,000 | |
Number of board members | Owner | 2 | |||
Service agreement | ||||
Related party transactions - services agreement income | ||||
Amount charged for expenses | 22,000 | |||
Ambler Metals LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Joint venture, contributed amount | $ 51,000 | |||
Percentage of ownership | 50% | 50% | ||
Comprehensive (loss) earnings for the year | $ (34,700,000) | (26,200,000) | ||
Net proceeds from mineral transfer | $ 140,000 | |||
Number of board members | Owner | 4 | |||
Maximum exposure to loss | $ 142,800,000 | |||
Fair value ascribed to Ambler Metals LLC interest | $ 176,000,000 | |||
Related party transactions - services agreement income | ||||
Amount charged for expenses | $ 4,000 | |||
South32 | Ambler Metals LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of ownership | 50% | |||
Upper Kobuk Mineral Projects | South32 | Ambler Metals LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Joint venture, contributed amount | $ 145,000,000 |
Investment in Ambler Metals L_4
Investment in Ambler Metals LLC - UKMP assets upon transfer to the Ambler Metals joint venture (Details) - Ambler Metals LLC $ in Thousands | Feb. 11, 2020 USD ($) |
UKMP assets upon transfer to the Ambler Metals joint venture | |
Fair value ascribed to Ambler Metals LLC interest | $ 176,000 |
Less: carrying value of contributed /eliminated assets | |
Mineral properties, derecognition | (30,631) |
Property, plant and equipment located in Alaska | (618) |
Elimination of Fairbanks warehouse right of use asset | (93) |
Elimination of prepaid State of Alaska mining claim fees | (303) |
Add: | |
Reimbursement of claims staking | 44 |
Demobilization costs of drills | 278 |
Cancellation of Fairbanks warehouse lease liability | 93 |
Fair value of mineral properties purchase option | 31,000 |
Gain on derecognition | $ 175,770 |
Investment in Ambler Metals L_5
Investment in Ambler Metals LLC - Financial information (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 11, 2020 | |
The carrying value of equity method investment | |||||
Share of loss on equity investment | $ (17,360) | $ (13,082) | $ (2,855) | ||
Investment in Ambler Metals | 142,754 | 160,063 | |||
Assets [Abstract] | |||||
Total assets | 145,995 | 167,305 | |||
Cash | 2,573 | 6,308 | |||
Mineral properties | 119 | ||||
Liabilities [Abstract] | |||||
Total liabilities | (567) | (1,266) | |||
Ambler Metals' Net Loss | |||||
General and administrative | 1,287 | 1,517 | 1,650 | ||
Professional Fees | 998 | 818 | 1,347 | ||
Foreign exchange (gain)/loss | (18) | 36 | 56 | ||
Ambler Metals | |||||
Assets [Abstract] | |||||
Total assets | 114,049 | 149,374 | |||
Cash | 80,755 | 61,205 | |||
Loan receivable from South32 (current and long-term) | 55,355 | ||||
Mineral properties | 30,899 | 30,757 | |||
Liabilities [Abstract] | |||||
Total liabilities | (4,335) | (5,043) | |||
Accounts payable and accrued liabilities | (3,664) | (4,148) | |||
Members' equity (total assets less total liabilities) | 109,714 | 144,331 | |||
Ambler Metals' Net Loss | |||||
Depreciation | 113 | 77 | |||
Corporate salaries and wages | 1,664 | 2,381 | |||
General and administrative | 738 | 991 | |||
Mineral property expense | 32,083 | 22,720 | |||
Professional Fees | 792 | 1,047 | |||
Foreign exchange (gain)/loss | 15 | 6 | |||
Interest income | (686) | (1,058) | |||
Comprehensive loss | 34,719 | 26,164 | |||
Ambler Metals LLC | |||||
The carrying value of equity method investment | |||||
Investment in Ambler Metals | $ 176,000 | ||||
Joint venture, contributed amount | 51 | ||||
Share of loss on equity investment | $ (2,855) | (17,360) | (13,082) | ||
Investment in Ambler Metals | $ 173,145 | $ 142,754 | $ 160,063 | $ 173,145 |
Fixed assets (Details)
Fixed assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Net Book Value | ||
Net Book Value | $ 12 | $ 29 |
British Columbia, Canada | ||
Cost | ||
Cost, beginning balance | 231 | 431 |
Cost, ROU asset reclass | (200) | |
Cost, Write off fully depreciated assets | (178) | |
Cost, ending balance | 53 | 231 |
Accumulated amortization | ||
Accumulated amortization, beginning balance | 202 | 225 |
Accumulated amortization, ROU asset reclass | (44) | |
Depreciation | 17 | 21 |
Accumulated amortization, Write off fully depreciated assets | (178) | |
Accumulated amortization, ending balance | 41 | 202 |
Net Book Value | ||
Net Book Value | 12 | 29 |
Furniture and equipment | British Columbia, Canada | ||
Cost | ||
Cost, beginning balance | 63 | 63 |
Cost, Write off fully depreciated assets | (63) | |
Cost, ending balance | 63 | |
Accumulated amortization | ||
Accumulated amortization, beginning balance | 56 | 42 |
Depreciation | 7 | 14 |
Accumulated amortization, Write off fully depreciated assets | (63) | |
Accumulated amortization, ending balance | 56 | |
Net Book Value | ||
Net Book Value | 7 | |
Leasehold improvements | British Columbia, Canada | ||
Cost | ||
Cost, beginning balance | 53 | 253 |
Cost, ROU asset reclass | (200) | |
Cost, ending balance | 53 | 53 |
Accumulated amortization | ||
Accumulated amortization, beginning balance | 31 | 69 |
Accumulated amortization, ROU asset reclass | (44) | |
Depreciation | 10 | 6 |
Accumulated amortization, ending balance | 41 | 31 |
Net Book Value | ||
Net Book Value | 12 | 22 |
Computer hardware and software | British Columbia, Canada | ||
Cost | ||
Cost, beginning balance | 115 | 115 |
Cost, Write off fully depreciated assets | (115) | |
Cost, ending balance | 115 | |
Accumulated amortization | ||
Accumulated amortization, beginning balance | 115 | 114 |
Depreciation | 1 | |
Accumulated amortization, Write off fully depreciated assets | $ (115) | |
Accumulated amortization, ending balance | $ 115 |
Mineral Properties and develo_3
Mineral Properties and development costs (Details) $ in Thousands | 12 Months Ended |
Nov. 30, 2022 USD ($) | |
Mineral properties and development costs, Beginning Balance | $ 119 |
Alaska, USA | |
Mineral properties and development costs, Beginning Balance | 119 |
Disposal | (58) |
Write off | (61) |
West Kobuk | Alaska, USA | |
Mineral properties and development costs, Beginning Balance | 58 |
Disposal | (58) |
East Ambler | Alaska, USA | |
Mineral properties and development costs, Beginning Balance | 61 |
Write off | $ (61) |
Mineral properties and develo_4
Mineral properties and development costs - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 228 Months Ended | |
Feb. 11, 2020 | Nov. 30, 2020 | Nov. 30, 2022 | |
Arctic Project feasibility study costs | $ 1,065 | ||
Mineral properties expense | 1,545 | ||
Joint Venture with South32 | |||
Cumulative spend | $ 147,000 | ||
Option Agreement to Form a Joint Venture with South32 | Joint Venture with South32 | |||
Mineral properties, derecognition | $ 30,600 | ||
Machinery and equipment derecognized | 620 | ||
Alaska, USA | Joint Venture with South32 | |||
Mineral properties expense | 1,545 | ||
Cumulative spend | 115,300 | ||
Cumulative acquisition costs | $ 30,600 | ||
Arctic Project | |||
Cost of feasibility study | 700 | ||
Arctic Project | Joint Venture with South32 | |||
Arctic Project feasibility study costs | 1,100 | ||
Mineral properties expense | $ 1,500 | ||
Upper Kobuk Mineral Projects | Option Agreement to Form a Joint Venture with South32 | Joint Venture with South32 | |||
Mineral properties, derecognition | $ 30,600 |
Mineral properties and develo_5
Mineral properties and development costs - Mineral property expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
Environmental Remediation Expense, Statement of Income or Comprehensive Income [Extensible Enumeration] | Mineral property expense | Mineral property expense | Mineral property expense |
Mineral property expense | $ 1,545 | ||
Alaska, USA | Corporate Joint Venture [Member] | |||
Community | 137 | ||
Engineering | 723 | ||
Environmental | 99 | ||
Geochemistry and geophysics | 12 | ||
Land and permitting | 134 | ||
Project support | 249 | ||
Wages and benefits | 191 | ||
Mineral property expense | $ 1,545 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Nov. 30, 2021 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 188 | $ 205 |
Accrued liabilities | 36 | 105 |
Accrued salaries and vacation | 121 | 542 |
Accounts payable and accrued liabilities | $ 345 | $ 852 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Nov. 30, 2022 USD ($) | |
Leases | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | false |
Remaining lease term | 1 year 6 months |
Lease discount rate | 8% |
Cash paid for amounts included in the measurement of lease liabilities | $ 203,001 |
Leases - Right of use asset (De
Leases - Right of use asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Leases | ||
Balance, beginning | $ 482 | $ 476 |
Net amortization | (163) | (150) |
Previously classified in fixed assets | 156 | |
Balance, ending | $ 319 | $ 482 |
Leases - Lease liabilities (Det
Leases - Lease liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Leases | ||
Operating lease costs | $ 187 | $ 187 |
Variable lease costs | 143 | 122 |
Total lease expense | $ 330 | $ 309 |
Leases - Future minimum payment
Leases - Future minimum payments (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
Future minimum payments | |
2023 | $ 199 |
2024 | 33 |
Total undiscounted lease payments | 232 |
Effect of discounting | (10) |
Present value of lease payments recognized as lease liability | $ 222 |
Share capital - Narrative (Deta
Share capital - Narrative (Details) | 12 Months Ended | |||||||||
Apr. 30, 2012 shares | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | Nov. 30, 2020 USD ($) $ / shares shares | Nov. 30, 2020 USD ($) $ / shares shares | Nov. 30, 2019 shares | Nov. 30, 2022 $ / shares | Nov. 30, 2021 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ (3,427,000) | $ (3,472,000) | $ (3,564,000) | |||||||
Non-vested stock options outstanding | 11,225,400 | 11,225,400 | ||||||||
Weighted average exercise price options outstanding | $ / shares | $ 2.49 | |||||||||
Stock option expense not yet recognized | $ | $ 100,000 | $ 100,000 | ||||||||
Period for recognition of stock compensation expense | 12 months | |||||||||
Exercise of options, Number of shares | 81,674 | |||||||||
Proceeds from exercise of options | $ | $ 54,295 | 416,000 | 217,000 | |||||||
Aggregate intrinsic value, vested options | $ | 0 | $ 0 | 800,000 | $ 800,000 | 2,400,000 | $ 2,400,000 | ||||
Aggregate intrinsic value, options exercised | $ | $ 40,000 | $ 1,400,000 | $ 2,600,000 | |||||||
Rolling maximum number, percentage of the issued and outstanding Common Shares | 10% | |||||||||
Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 5 years | |||||||||
Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Rolling maximum number, percentage of the issued and outstanding Common Shares | 10% | |||||||||
Share capital | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock committed for issuance | 146,225,035 | 146,225,035 | 145,009,811 | 145,009,811 | 144,137,850 | 144,137,850 | ||||
Exercise of options, Number of shares | 81,674 | 871,961 | 3,297,588 | |||||||
Nonvested Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Non-vested stock options outstanding | 1,379,836 | 1,379,836 | ||||||||
Weighted average exercise price options outstanding | $ / shares | 2.35 | |||||||||
Restricted Share Units and Deferred Share Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares, conversion | 1 | |||||||||
DSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock committed for issuance | 11,927 | 11,927 | ||||||||
Granted units | 283,289 | 58,925 | 83,775 | |||||||
Annual retainer percentage in DSUs | 50% | |||||||||
RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted units | 1,359,349 | 0 | 0 | |||||||
NovaGold Arrangement | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares, conversion | 6 | |||||||||
Common stock, terms of conversion | On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”), once vested, 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. | |||||||||
Common Stock, Other Shares, Outstanding | 1,988 | 1,988 | ||||||||
Stock option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options granted, weighted average exercise price | $ / shares | $ 0.85 | |||||||||
Non-vested stock options outstanding | 11,225,400 | 11,225,400 | 10,539,324 | 10,539,324 | ||||||
Weighted average exercise price options outstanding | $ / shares | $ 2.49 | $ 2.54 | ||||||||
Exercise of options, Number of shares | 81,674 | |||||||||
Stock options granted | 1,734,500 | |||||||||
Weighted-average exercise price | $ / shares | $ 2.21 | |||||||||
Stock Compensation Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 2,000,000 | $ 100,000 | $ 500,000 | |||||||
Stock Option. | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 1,400,000 | $ 3,300,000 | $ 3,100,000 | |||||||
Employees, consultants and directors | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options granted | 1,734,500 | 3,374,150 | 4,445,000 | |||||||
Weighted-average exercise price | $ / shares | $ 2.21 | $ 2.52 | $ 2.79 | |||||||
Stock options granted, weighted average fair value | $ / shares | $ 0.71 | $ 0.84 | $ 0.90 | |||||||
Employees, consultants and directors | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options granted, expiration period | 5 years | |||||||||
Employees, consultants and directors | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 2 years |
Share capital - Authorized unli
Share capital - Authorized unlimited common shares, no par value (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
Class of Stock [Line Items] | |||
Unlimited common shares authorized | Unlimited | Unlimited | |
Common Stock, No Par Value | $ 0 | $ 0 | |
Beginning Balance | $ 166,039 | $ 183,811 | $ 18,263 |
Beginning balance, Number of shares issued | 145,009,811 | ||
Exercise of options, Number of shares | 81,674 | ||
Services settled by common shares, Ascribed value | $ 114 | ||
Ending Balance | $ 145,428 | $ 166,039 | 183,811 |
Ending balance, Number of shares issued | 146,225,035 | 145,009,811 | |
Share capital | |||
Class of Stock [Line Items] | |||
Beginning balance, Number of shares | 145,009,811 | 144,137,850 | |
Beginning Balance | $ 180,820 | $ 179,746 | $ 177,971 |
Exercise of options, Number of shares | 81,674 | 871,961 | 3,297,588 |
Exercise of options, Ascribed value | $ 76 | $ 1,074 | |
Restricted share units, Number of shares | 992,081 | 412,501 | |
Restricted share units, Ascribed value | $ 1,117 | ||
Services settled by common shares, Number of shares | 110,000 | ||
Services settled by common shares, Ascribed value | $ 114 | ||
Joint venture equity contribution (note 4(b)), Number of shares | 31,469 | ||
Joint venture equity contribution (note 4(b)), Ascribed value | $ 51 | ||
Ending balance, Number of shares outstanding | 146,225,035 | 145,009,811 | 144,137,850 |
Ending Balance | $ 182,178 | $ 180,820 | $ 179,746 |
Share capital - Assumptions use
Share capital - Assumptions used in the pricing model (Details) | 12 Months Ended |
Nov. 30, 2022 $ / shares | |
Share capital. | |
Risk-free interest rates | 1.07% |
Exercise price | $ 2.28 |
Expected life | 3 years |
Expected volatility | 60.60% |
Expected dividends |
Share capital - Stock options p
Share capital - Stock options plans and changes (Details) | 12 Months Ended |
Nov. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options, Exercised | (81,674) |
Balance - end of period, number of options | 11,225,400 |
Balance - end of period, weighted average exercise price | $ / shares | $ 2.49 |
Stock option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance - beginning of the year, number of options | 10,539,324 |
Balance - beginning of the year, weighted average exercise price | $ / shares | $ 2.54 |
Number of options, Granted | 1,734,500 |
Weighted average exercise price, Granted | $ / shares | $ 2.21 |
Number of options, Exercised | (81,674) |
Weighted average exercise price, Exercised | $ / shares | $ 0.85 |
Number of options, Cancelled | (678,750) |
Weighted average exercise price, Cancelled | $ / shares | $ 3.80 |
Number of options, Forfeited | (288,000) |
Weighted average exercise price, Forfeited | $ / shares | $ 2.35 |
Balance - end of period, number of options | 11,225,400 |
Balance - end of period, weighted average exercise price | $ / shares | $ 2.49 |
Share capital - Stock options o
Share capital - Stock options outstanding (Details) | 12 Months Ended |
Nov. 30, 2022 $ / shares shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options | shares | 11,225,400 |
Weighted average years to expiry | 2 years 4 months 24 days |
Weighted average exercise price options outstanding | $ 2.49 |
Number of exercisable options | shares | 9,845,564 |
Weighted average exercise price exercisable | $ 2.51 |
Number of unvested options | shares | 1,379,836 |
$1.00 to $1.50 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 1 |
Exercise price upper range limit | $ 1.50 |
Number of outstanding options | shares | 870,000 |
Weighted average years to expiry | 7 days |
Weighted average exercise price options outstanding | $ 1.05 |
Number of exercisable options | shares | 870,000 |
Weighted average exercise price exercisable | $ 1.05 |
$2.01 to $2.50 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 2.01 |
Exercise price upper range limit | $ 2.50 |
Number of outstanding options | shares | 2,396,250 |
Weighted average years to expiry | 3 years 3 months 14 days |
Weighted average exercise price options outstanding | $ 2.27 |
Number of exercisable options | shares | 1,632,748 |
Weighted average exercise price exercisable | $ 2.29 |
Number of unvested options | shares | 763,502 |
$2.51 to $3.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 2.51 |
Exercise price upper range limit | $ 3 |
Number of outstanding options | shares | 6,411,650 |
Weighted average years to expiry | 2 years 5 months 19 days |
Weighted average exercise price options outstanding | $ 2.64 |
Number of exercisable options | shares | 5,795,316 |
Weighted average exercise price exercisable | $ 2.65 |
Number of unvested options | shares | 616,334 |
$3.01 to $3.41 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 3.01 |
Exercise price upper range limit | $ 3.41 |
Number of outstanding options | shares | 1,547,500 |
Weighted average years to expiry | 2 years 21 days |
Weighted average exercise price options outstanding | $ 3.03 |
Number of exercisable options | shares | 1,547,500 |
Weighted average exercise price exercisable | $ 3.03 |
Share capital - Unit plans and
Share capital - Unit plans and changes (Details) - shares | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 1,359,349 | 0 | 0 | |
Vested | (1,102,081) | |||
Balance - end of period | 257,268 | |||
DSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Balance - beginning of the year | 1,277,445 | |||
Granted | 283,289 | 58,925 | 83,775 | |
Balance - end of period | 1,560,734 | 1,277,445 |
Financial instruments - Narrati
Financial instruments - Narrative (Details) | 12 Months Ended | ||
Nov. 30, 2022 USD ($) | Nov. 30, 2022 CAD ($) | Nov. 30, 2021 USD ($) | |
Cash | $ 2,573,000 | $ 6,308,000 | |
Accounts receivable | $ 17,000 | $ 19,000 | |
10% change in the US-Canadian exchange rate | |||
Cash | $ 223,000 | ||
Accounts receivable | 22,000 | ||
Accounts payable | $ 393,000 | ||
Change in foreign exchange rate | 10% | 10% | |
Foreign exchange loss | $ (10,000) | ||
Change in interest rate | 1% | 1% |
Financial instruments - Contrac
Financial instruments - Contractually obligated cash flow requirements (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
Total | $ 577 |
Less than 1 Year | 544 |
1 - 2 Years | 33 |
Accounts payable and accrued liabilities | |
Total | 345 |
Less than 1 Year | 345 |
Office lease | |
Total | 232 |
Less than 1 Year | 199 |
1 - 2 Years | $ 33 |
Income taxes - Income tax recon
Income taxes - Income tax reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
Income taxes | |||
Combined federal and provincial statutory tax rate | 27% | 27% | 27% |
Income tax (recovery) at statutory rate | $ (6,549) | $ (5,848) | $ 43,677 |
Difference in foreign tax rates | (252) | (194) | 2,424 |
Effect of foreign exchange changes | (4) | ||
Non-deductible expenditures | 374 | 937 | 1,009 |
Income from option payments applied as proceeds of sale | (8,812) | ||
Change in estimates in respect of prior years | 39 | 116 | (6) |
Impact of new lease accounting rules (ASC 842 adoption) | (28) | ||
Change in valuation allowance | 6,388 | 4,989 | (38,260) |
Income tax recovery (expense) | $ 0 | $ 0 | $ 0 |
Income taxes - Deferred Income
Income taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Nov. 30, 2021 |
Deferred income tax assets | ||
Non-capital losses | $ 57,236 | $ 54,502 |
Mineral property interest | 3,061 | 447 |
Mineral property impairment | 17 | |
Deferred interest | 6,251 | 6,251 |
Property, plant and equipment | 86 | 82 |
Lease liability | 60 | 112 |
Share issuance costs | 6 | 103 |
Other deductible temporary differences | 181 | 197 |
Total deferred tax assets | 66,898 | 61,694 |
Valuation allowance | (40,555) | (34,249) |
Net deferred income tax assets | 26,343 | 27,445 |
Deferred income tax liabilities | ||
Investment in Ambler Metals LLC | (26,257) | (27,315) |
Right of use asset | (86) | (130) |
Deferred income tax liabilities | (26,343) | (27,445) |
Net deferred income tax assets | $ 0 | $ 0 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Nov. 30, 2022 | Jun. 19, 2015 | |
Loss carry-forwards | $ 203 | |
Operating loss carry-forwards limitations | Future use of U.S. loss carry-forwards is subject to certain limitations under provisions of the Internal Revenue Code including limitations subject to Section 382, which relates to a 50% change in control over a three-year period and are further dependent upon the Company attaining profitable operations. An ownership change under Section 382 occurred on January 22, 2009 regarding losses incurred by AGC, of which the attributes of those losses were transferred to Trilogy Metals US with the purchase of the mineral property in October 2011. Therefore, approximately $39.4 million of the U.S. losses above are subject to limitation under Section 382. Accordingly, the Company’s ability to use these losses may be limited. | |
Change In control percentage | 50% | |
Operating losses that can be carried forward indefinitely | $ 26 | |
Section 382 | ||
change in control, period | 3 years | |
Losses in Canada subject lo limitations | ||
Loss carry-forwards | $ 15.2 | |
US losses subject to limitations | Section 382 | ||
U.S. carryforward losses | $ 39.4 |
Income taxes - Losses Expiry (D
Income taxes - Losses Expiry (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
CA | |
Non-capital losses | $ 57,380 |
Alaska, USA | |
Operating losses | 146,747 |
2023 | Alaska, USA | |
Operating losses | 960 |
2024 | Alaska, USA | |
Operating losses | 569 |
2025 | Alaska, USA | |
Operating losses | 1,530 |
2026 | Alaska, USA | |
Operating losses | 7,871 |
Thereafter | CA | |
Non-capital losses | 57,380 |
Thereafter | Alaska, USA | |
Operating losses | $ 135,817 |
Subsequent event (Details)
Subsequent event (Details) - USD ($) | 12 Months Ended | ||||
Dec. 08, 2022 | Dec. 01, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2019 | |
RSUs | |||||
Subsequent Event [Line Items] | |||||
Granted | 1,359,349 | 0 | 0 | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock issued in lieu of salaries | $ 170,000 | ||||
Stock issued in lieu of director fees | $ 35,000 | ||||
Subsequent Event | Stock option | Director | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 580,000 | ||||
Subsequent Event | Stock option | Employees And Consultants | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 2,650,000 | ||||
Subsequent Event | RSUs | Board of Directors and senior management | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 392,497 | ||||
Subsequent Event | RSUs | Executives And Employees | |||||
Subsequent Event [Line Items] | |||||
Granted | 1,056,350 | ||||
Subsequent Event | RSUs | Employees And Consultants | |||||
Subsequent Event [Line Items] | |||||
Granted | 2,250,000 | ||||
Subsequent Event | RSUs | Employees And Consultants | Tranche One | |||||
Subsequent Event [Line Items] | |||||
Vesting rights percentage | 0.33% | ||||
Subsequent Event | RSUs | Employees And Consultants | Tranche Two | |||||
Subsequent Event [Line Items] | |||||
Vesting rights percentage | 0.33% | ||||
Subsequent Event | RSUs | Employees And Consultants | Tranche Three | |||||
Subsequent Event [Line Items] | |||||
Vesting rights percentage | 0.33% | ||||
Subsequent Event | DSUs. | Director | |||||
Subsequent Event [Line Items] | |||||
Granted | 700,000 | ||||
Subsequent Event | DSUs. | Board of Directors and senior management | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 60,519 |