Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Nov. 30, 2023 | Feb. 09, 2024 | May 31, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Nov. 30, 2023 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
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 | 159,749,073 | ||
Entity Listing, Par Value Per Share | $ 0 | ||
Current Fiscal Year End Date | --11-30 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001543418 | ||
Amendment Flag | false | ||
Entity Public Float | $ 98.1 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 271 | ||
Auditor Location | Vancouver, Canada |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2023 | Nov. 30, 2022 |
Current assets | ||
Cash | $ 2,590 | $ 2,573 |
Accounts receivable | 33 | 17 |
Deposits and prepaid amounts | 259 | 320 |
Total current assets | 2,882 | 2,910 |
Investment in Ambler Metals LLC (note 3) | 135,021 | 142,754 |
Fixed assets | 4 | 12 |
Right of use asset (note 5(a)) | 113 | 319 |
Total assets | 138,020 | 145,995 |
Current liabilities | ||
Accounts payable and accrued liabilities (note 4) | 432 | 345 |
Current portion of lease liability | 33 | 189 |
Total current liabilities | 465 | 534 |
Long-term portion of lease liability | 33 | |
Total liabilities | 465 | 567 |
Shareholders' equity | ||
Share capital (note 8) - unlimited common shares authorized, no par value issued - 155,925,990 (2022 - 145,868,502) | 187,886 | 182,178 |
Contributed surplus | 118 | 122 |
Contributed surplus - options (note 6(b)) | 28,237 | 27,352 |
Contributed surplus - units (note 6(c)) | 3,127 | 2,638 |
Deficit | (81,813) | (66,862) |
Total shareholders' equity | 137,555 | 145,428 |
Total liabilities and shareholders' equity | $ 138,020 | $ 145,995 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Statement of Financial Position [Abstract] | ||
Unlimited common shares authorized | Unlimited | Unlimited |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 155,925,990 | 146,225,035 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
Expenses | |||
Amortization | $ 8 | $ 17 | $ 21 |
Exploration expenses | 43 | 47 | 143 |
Foreign exchange (gain) loss | 5 | (18) | 36 |
General and administrative | 1,328 | 1,287 | 1,517 |
Investor relations | 130 | 183 | 602 |
Professional fees | 1,073 | 998 | 818 |
Salaries | 753 | 984 | 2,007 |
Salaries and directors expense - stock-based compensation | 3,887 | 3,427 | 3,472 |
Total expenses | 7,227 | 6,925 | 8,616 |
Other items | |||
Gain on disposition of mineral property | (84) | ||
Interest and other income | (120) | (34) | (16) |
Services agreement income | (22) | ||
Share of loss on equity investment (note 3(b)) | 7,844 | 17,360 | 13,082 |
Write off mineral properties | 90 | ||
Loss and comprehensive loss for the year | $ (14,951) | $ (24,257) | $ (21,660) |
Basic loss per common share | $ (0.10) | $ (0.17) | $ (0.15) |
Diluted loss per common share | $ (0.10) | $ (0.17) | $ (0.15) |
Basic weighted average number of common shares outstanding | 152,647,254 | 145,721,736 | 144,428,926 |
Diluted weighted average number of common shares outstanding | 152,647,254 | 145,721,736 | 144,428,926 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Share capital | Contributed surplus. | Contributed surplus - options | Contributed surplus - units. | Deficit | Total |
Beginning Balance at Nov. 30, 2020 | $ 179,746,000 | $ 122,000 | $ 23,303,000 | $ 1,585,000 | $ (20,945,000) | $ 183,811,000 |
Beginning Balance (Shares) at Nov. 30, 2020 | 144,137,850 | |||||
Exercise of options | $ 1,074,000 | (658,000) | 416,000 | |||
Exercise of options (Shares) | 871,961 | |||||
Stock-based compensation | 3,345,000 | 127,000 | 3,472,000 | |||
Earnings (loss) for the year | (21,660,000) | (21,660,000) | ||||
Ending Balance at Nov. 30, 2021 | $ 180,820,000 | 122,000 | 25,990,000 | 1,712,000 | (42,605,000) | 166,039,000 |
Ending Balance (Shares) at Nov. 30, 2021 | 145,009,811 | |||||
Exercise of options | $ 76,000 | (22,000) | 54,000 | |||
Exercise of options (Shares) | 81,674 | |||||
Restricted Share Units | $ 1,117,000 | (1,117,000) | ||||
Restricted Share Units (Shares) | 992,081 | |||||
Joint venture contribution | $ 31,469 | 51,000 | ||||
Joint venture contribution (Shares) | 51,000 | |||||
Services settled by common shares | $ 114,000 | 114,000 | ||||
Services settled by common shares (in shares) | 110,000 | |||||
Stock-based compensation | 1,384,000 | 2,043,000 | 3,427,000 | |||
Earnings (loss) for the year | (24,257,000) | (24,257,000) | ||||
Ending Balance at Nov. 30, 2022 | $ 182,178,000 | 122,000 | 27,352,000 | 2,638,000 | (66,862,000) | 145,428,000 |
Ending Balance (Shares) at Nov. 30, 2022 | 146,225,035 | |||||
Shares issued for private placement, net of share issue cost | $ 3,115,000 | 3,115,000 | ||||
Shares issued for private placement, net of share issue cost (Shares) | 5,854,545 | |||||
Restricted Share Units | $ 1,911,000 | (1,911,000) | ||||
Restricted Share Units (Shares) | 3,091,614 | |||||
Joint venture contribution | $ 111,000 | 111,000 | ||||
Joint venture contribution (Shares) | 143,505 | |||||
Deferred share units | $ 468,000 | (468,000) | ||||
Deferred share units (Shares) | 415,056 | |||||
Services settled by common shares | $ 99,000 | 99,000 | ||||
Services settled by common shares (in shares) | 195,105 | |||||
Stock-based compensation | 885,000 | 2,868,000 | 3,753,000 | |||
NovaGold deferred share units conversion | $ 4,000 | (4,000) | ||||
NovaGold deferred share units conversion (Shares) | 1,130 | |||||
Earnings (loss) for the year | (14,951,000) | (14,951,000) | ||||
Ending Balance at Nov. 30, 2023 | $ 187,886,000 | $ 118,000 | $ 28,237,000 | $ 3,127,000 | $ (81,813,000) | $ 137,555,000 |
Ending Balance (Shares) at Nov. 30, 2023 | 155,925,990 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
Cash flows used in operating activities | |||
Net Income (Loss) | $ (14,951) | $ (24,257) | $ (21,660) |
Adjustments to reconcile net loss to cash flows in operating activities | |||
Amortization | 8 | 17 | 21 |
Unpaid interest earned | (23) | ||
Consulting fees settled by common shares | 116 | 114 | |
Office lease accounting | 17 | (16) | (15) |
Gain on disposal of mineral property | (84) | ||
Loss on equity investment in Ambler Metals LLC (note 3(b)) | 7,844 | 17,360 | 13,082 |
Unrealized foreign exchange loss (gain) | 5 | (18) | 10 |
Stock-based compensation | 3,887 | 3,427 | 3,472 |
Write off mineral properties | 90 | ||
Net change in non-cash working capital | |||
Decrease in accounts receivable | 7 | 2 | 110 |
Decrease (Increase) in deposits and prepaid amounts | 61 | (64) | (101) |
Decrease in accounts payable and accrued liabilities | (64) | (506) | (36) |
Total cash flows used in operating activities | (3,093) | (3,935) | (5,117) |
Cash flows from financing activities | |||
Issuance of common shares, net of share issue cost (note 6(a)) | 3,115 | ||
Proceeds from exercise of options | 54 | 416 | |
Total cash flows from financing activities | 3,115 | 54 | 416 |
Cash flows from investing activities | |||
Proceeds from disposition of mineral property | 142 | ||
Total cash flows from (used in) investing activities | 142 | (119) | |
Increase (decrease) in cash | 22 | (3,739) | (4,820) |
Effect of exchange rate on cash | (5) | 4 | 3 |
Cash - beginning of the period | 2,573 | 6,308 | 11,125 |
Cash - end of the period | $ 2,590 | $ 2,573 | $ 6,308 |
Nature of operations and Going
Nature of operations and Going Concern | 12 Months Ended |
Nov. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations | 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 3), 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 at least twelve months from the date of approval of these consolidated financial statements. As at November 30, 2023, the Company had a working capital of $2.4 million (2022 - $2.4 million) and an accumulated deficit of $81.8 million (2022 - $66.9 million). The Company recorded a loss of $15.0 million and cash outflow from operations of $3.1 million for the year ended November 30, 2023. The continued operations of the Company are dependent on its ability to obtain additional financing or to generate future cash flows. The Company has no recurring source of operating cash inflows at its current stage. The Company intends to finance its future requirements through a combination of debt and equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Nov. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2) Summary of significant accounting policies Basis of presentation These consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting. All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars. These financial statements were approved by the Company’s Board of Directors for issue on February 8, 2024. Cash and cash equivalents Cash and cash equivalents consist of bank deposits and term deposits that are readily convertible into a known amount of cash. 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. 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. 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. 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 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 income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported. |
Investment in Ambler Metals LLC
Investment in Ambler Metals LLC | 12 Months Ended |
Nov. 30, 2023 | |
Investment in Ambler Metals LLC | |
Investment in Ambler Metals LLC | 3) 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. 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. (b) Carrying value of investment in Ambler Metals During the year ended November 30, 2023, 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 $15.7 million for the year ended November 30, 2023 (2022 - $34.7 million). The carrying value of Trilogy’s 50% investment in Ambler Metals as at November 30, 2023 is summarized on the following table. in thousands of dollars $ 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 Joint venture equity contribution 111 Share of loss on equity investment for the year ending November 30, 2023 (7,844) November 30, 2023, Investment in Ambler Metals 135,021 (c) The following table summarizes Ambler Metals’ Balance Sheet as at November 30, 2023. in thousands of dollars November 30, 2023 November 30, 2022 $ $ Total assets 97,180 114,049 Cash 63,829 80,755 Mineral properties 30,899 30,899 Total liabilities (2,931) (4,335) Accounts payable and accrued liabilities (2,500) (3,664) Members' equity (total assets less total liabilities) 94,249 109,714 (d) The following table summarizes Ambler Metals’ net loss for the years ended November 30, 2023, November 30, 2022 and November 30, 2021. in thousands of dollars Year ended November 30, 2023 November 30, 2022 November 30, 2021 $ $ $ Depreciation 150 113 77 Corporate salaries and wages 2,068 1,664 2,381 General and administrative 547 738 991 Mineral property expense 12,822 32,083 22,720 Professional fees 547 792 1,047 Foreign exchange (gain)/loss (2) 15 6 Interest and other income (445) (686) (1,058) Comprehensive loss 15,687 34,719 26,164 (e) Related party transactions During the fiscal year 2023, the Company received $27,000 (2022 - $nil) related to operating expenses paid on behalf of Ambler Metals. During the fiscal year 2022, the Company transferred a mineral claim to Ambler Metals and received net proceeds of approximately $140,000. |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Nov. 30, 2023 | |
Accounts payable and accrued liabilities. | |
Accounts payable and accrued liabilities | 4) Accounts payable and accrued liabilities in thousands of dollars November 30, 2023 November 30, 2022 $ $ Trade accounts payable 146 188 Accrued liabilities 54 36 Accrued salaries and vacation 232 121 Accounts payable and accrued liabilities 432 345 Of the accrued salaries and vacation approximately $155,000 was settled, subsequent to the end of the year, on December 1, 2023 through the issuance of common shares of the Company (the “Common Shares”). |
Leases
Leases | 12 Months Ended |
Nov. 30, 2023 | |
Leases | |
Leases | 5) Leases (a) Right-of-use asset in thousands of dollars $ Balance as at November 30, 2021 482 Net amortization (163) Balance as at November 30, 2022 319 Net amortization (206) Balance as at November 30, 2023 113 (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, 2023 November 30, 2022 $ $ Operating lease costs 216 187 Variable lease costs 140 143 Total lease expense 356 330 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, 2023, the remaining lease term was 0.6 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, 2023 are as follows: ● Cash paid for amounts included in the measurement of lease liabilities was $198,912 . Future minimum payments relating to the lease recognized in our balance sheet as of November 30, 2023 are as follows: in thousands of dollars November 30, 2023 Fiscal year $ 2024 33 Total undiscounted lease payments 33 Effect of discounting — Present value of lease payments recognized as lease liability 33 |
Share capital
Share capital | 12 Months Ended |
Nov. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share capital | 6) Share capital Authorized: unlimited common shares, no par value in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2022 146,225,035 182,178 Private Placement, net of share issue cost 5,854,545 3,115 Restricted Share Units 3,091,614 1,911 Deferred Share Units 415,056 468 NovaGold deferred share units conversion 1,130 4 Services settled by common shares 195,105 99 Joint venture equity contribution (note 4(b)) 143,505 111 November 30, 2023, issued and outstanding 155,925,990 187,886 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, 2023, a total of 5,144 NovaGold DSUs remain outstanding representing a right to receive 859 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (a) On April 25, 2023, the Company completed a non-brokered private placement of 5,854,545 Common Shares at a price of $0.55 per Common Share for gross proceeds of $3.2 million and net proceeds of $3.1 million. Financing costs consisted of legal and stock exchange fees. (b) 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, 2023, the Company granted 3,230,000 stock options (2022 – 1,734,500 stock options, 2021 – 3,374,150) at an exercise price of CDN$0.78 (2022 - CDN$2.21, 2021 – CDN$2.52) 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 2023 was $0.27 (2022 -$0.71, 2021 - $0.84). The fair value of the stock options recognized 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, 2023 Risk-free interest rates 3.49% Exercise price CDN$0.78 Expected life 3 years Expected volatility 67.7% Expected dividends Nil The Company recognized a stock option expense of $0.9 million for the year ended November 30, 2023 (2022 - $1.4 million; 2021 - $3.3 million), net of forfeitures. As of November 30, 2023, there were 2,131,757 unvested options outstanding with a weighted average exercise price of CDN$1.02. The unvested stock option expense not yet recognized was $0.2 million. This expense is expected to be recognized over the next twelve months. A summary of the Company’s stock option plan and changes during the year ended is as follows: November 30, 2023 Weighted average exercise price Number of options CDN$ Balance – beginning of the year 11,225,400 2.49 Granted 3,230,000 0.78 Cancelled/forfeited (636,000) 2.55 Expired (1,170,000) 1.43 Balance – end of the year 12,649,400 2.15 There were no stock options exercised during the year ended November 30, 2023. The following table summarizes information about the stock options outstanding at November 30, 2023. 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 $0.75 to $1.00 3,180,000 4.02 0.78 1,413,328 0.78 1,766,672 $2.01 to $2.50 2,220,250 2.28 2.27 1,855,165 2.27 365,085 $2.51 to $3.00 5,866,650 1.49 2.64 5,866,650 2.64 — $3.01 to $3.41 1,382,500 1.06 3.03 1,382,500 3.03 — 12,649,400 2.22 2.15 10,517,643 2.38 2,131,757 The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2023 was $nil (2022 - $nil, 2021 - $0.8 million) and the aggregate intrinsic value of exercised options for the year ended November 30, 2023 was $nil (2022 - $0.04 million, 2021 - $1.4 million). (c) 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 4,640,089 RSUs granted during the fiscal year ended November 30, 2023 (2022 – 1,359,349, 2021 – nil). Directors were granted 1,283,023 DSUs throughout the year ended November 30, 2023 (2022 – 283,289, 2021 – 58,925) based on their election to receive 100% of their annual retainer in DSUs. A summary of the Company’s RSU and DSU Plan and changes during the year ended November 30, 2023 is as follows: Number of RSUs Number of DSUs Balance – beginning of the year 257,268 1,560,734 Granted 4,640,089 1,283,023 Vested/Converted (3,286,719) (415,056) Balance – end of the year 1,610,638 2,428,701 For the year ended November 30, 2023, Trilogy recognized a stock-based compensation expense of $3.0 million (2022 - $2.0 million, 2021 - $0.1 million). |
Management of capital risk
Management of capital risk | 12 Months Ended |
Nov. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Management of capital risk | 7) 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 3) 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, 2023 | |
Financial instruments | |
Financial instruments | 8) 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, 2023 is limited to the Canadian dollar balances consisting of cash of CDN$4,000, accounts receivable of CDN$14,000 and certain trade payables and accrued personnel costs CDN$267,000. 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 $18,000. (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 and cash equivalents with Canadian chartered financial institutions. The Company’s only significant exposure to credit risk is equal to the balance of cash and cash equivalents as recorded in the financial statements. The majority of the Company’s cash and cash equivalents held at November 30, 2023 is uninsured. The Company does not consider any of its financial assets to be impaired as of November 30, 2023. (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, 2023 are as follows. in thousands of dollars Total < 1 Year 1–2 Years 2–5 Years Thereafter $ $ $ $ $ Accounts payable and accrued liabilities 257 257 — — — Office lease 33 33 — — — 290 290 — — — (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, 2023 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, 2023. |
Income taxes
Income taxes | 12 Months Ended |
Nov. 30, 2023 | |
Income taxes | |
Income taxes | 9) 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, 2023 November 30, 2022 November 30, 2021 $ $ $ Combined federal and provincial statutory tax rate 27.00 % 27.00 % 27.00 % Income tax (recovery) at statutory rate (4,037) (6,549) (5,848) Difference in foreign tax rates (118) (252) (194) Non-deductible expenditures 239 374 937 Change in estimates in respect of prior years 15 39 116 Change in valuation allowance 3,901 6,388 4,989 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, 2023 and 2022 are as follows: in thousands of dollars November 30, 2023 November 30, 2022 $ $ Deferred income tax assets Non-capital losses 60,255 57,236 Mineral property interest 4,926 3,061 Mineral property impairment 26 17 Deferred interest 6,251 6,251 Property, plant and equipment 88 86 Lease liability 9 60 Share issuance costs (5) 6 Other deductible temporary differences 166 181 Total deferred tax assets 71,716 66,898 Valuation allowance (44,456) (40,555) Net deferred income tax assets 27,260 26,343 Deferred income tax liabilities Investment in Ambler Metals LLC (27,229) (26,257) Right of use asset (31) (86) Deferred income tax liabilities (27,260) (26,343) Net deferred income tax assets — — The Company has loss carry-forwards of approximately $214 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 $ $ 2024 — 569 2025 — 1,530 2026 — 7,871 Thereafter 63,192 140,858 63,192 150,828 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, 2023 the Company has approximately $30.8 million in operating losses that can be carried forward indefinitely. |
Commitment
Commitment | 12 Months Ended |
Nov. 30, 2023 | |
Commitment | |
Commitment | 10) Commitment The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 5(b). |
Subsequent event
Subsequent event | 12 Months Ended |
Nov. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent event | 11) Subsequent events On December 1, 2023, senior management and the Board of Directors were granted 358,826 RSUs and 194,819 DSUs, respectively in settlement of approximately $155,000 for management salaries and $82,750 for director fees. On December 7, 2023, the Company granted 1,566,940 RSUs for short term incentives to executive and employees, all vesting immediately. Directors received an annual grant of 600,000 RSUs and 300,000 stock options, all vesting immediately. Employees and consultants received an annual grant of 2,475,000 stock options and 2,315,000 RSUs with a vesting schedule of one-third one-third one-third |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Nov. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting. All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars. These financial statements were approved by the Company’s Board of Directors for issue on February 8, 2024. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of bank deposits and term deposits that are readily convertible into a known amount of cash. |
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. |
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. |
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. 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 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 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, 2023 | |
Accounting Policies [Abstract] | |
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 |
Investment in Ambler Metals L_2
Investment in Ambler Metals LLC (Tables) | 12 Months Ended |
Nov. 30, 2023 | |
Investment in Ambler Metals LLC | |
Schedule of equity investment | in thousands of dollars $ 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 Joint venture equity contribution 111 Share of loss on equity investment for the year ending November 30, 2023 (7,844) November 30, 2023, Investment in Ambler Metals 135,021 |
Schedule of Ambler Metals LLC's Balance Sheet | in thousands of dollars November 30, 2023 November 30, 2022 $ $ Total assets 97,180 114,049 Cash 63,829 80,755 Mineral properties 30,899 30,899 Total liabilities (2,931) (4,335) Accounts payable and accrued liabilities (2,500) (3,664) Members' equity (total assets less total liabilities) 94,249 109,714 |
Schedule of Ambler Metals LLC's net loss | in thousands of dollars Year ended November 30, 2023 November 30, 2022 November 30, 2021 $ $ $ Depreciation 150 113 77 Corporate salaries and wages 2,068 1,664 2,381 General and administrative 547 738 991 Mineral property expense 12,822 32,083 22,720 Professional fees 547 792 1,047 Foreign exchange (gain)/loss (2) 15 6 Interest and other income (445) (686) (1,058) Comprehensive loss 15,687 34,719 26,164 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Nov. 30, 2023 | |
Accounts payable and accrued liabilities. | |
Schedule of accounts payable and accrued liabilities | in thousands of dollars November 30, 2023 November 30, 2022 $ $ Trade accounts payable 146 188 Accrued liabilities 54 36 Accrued salaries and vacation 232 121 Accounts payable and accrued liabilities 432 345 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Nov. 30, 2023 | |
Leases | |
Schedule of right-of-use asset | in thousands of dollars $ Balance as at November 30, 2021 482 Net amortization (163) Balance as at November 30, 2022 319 Net amortization (206) Balance as at November 30, 2023 113 |
Schedule of lease expenses | in thousands of dollars Year ended Year ended November 30, 2023 November 30, 2022 $ $ Operating lease costs 216 187 Variable lease costs 140 143 Total lease expense 356 330 |
Schedule of future minimum payments | in thousands of dollars November 30, 2023 Fiscal year $ 2024 33 Total undiscounted lease payments 33 Effect of discounting — Present value of lease payments recognized as lease liability 33 |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Nov. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of common stock outstanding roll forward | in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2022 146,225,035 182,178 Private Placement, net of share issue cost 5,854,545 3,115 Restricted Share Units 3,091,614 1,911 Deferred Share Units 415,056 468 NovaGold deferred share units conversion 1,130 4 Services settled by common shares 195,105 99 Joint venture equity contribution (note 4(b)) 143,505 111 November 30, 2023, issued and outstanding 155,925,990 187,886 |
Schedule of assumptions used in the pricing model | November 30, 2023 Risk-free interest rates 3.49% Exercise price CDN$0.78 Expected life 3 years Expected volatility 67.7% Expected dividends Nil |
Summary of the company's stock option plan | November 30, 2023 Weighted average exercise price Number of options CDN$ Balance – beginning of the year 11,225,400 2.49 Granted 3,230,000 0.78 Cancelled/forfeited (636,000) 2.55 Expired (1,170,000) 1.43 Balance – end of the year 12,649,400 2.15 |
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 $0.75 to $1.00 3,180,000 4.02 0.78 1,413,328 0.78 1,766,672 $2.01 to $2.50 2,220,250 2.28 2.27 1,855,165 2.27 365,085 $2.51 to $3.00 5,866,650 1.49 2.64 5,866,650 2.64 — $3.01 to $3.41 1,382,500 1.06 3.03 1,382,500 3.03 — 12,649,400 2.22 2.15 10,517,643 2.38 2,131,757 |
Schedule of restricted share Units and deferred share units plans | Number of RSUs Number of DSUs Balance – beginning of the year 257,268 1,560,734 Granted 4,640,089 1,283,023 Vested/Converted (3,286,719) (415,056) Balance – end of the year 1,610,638 2,428,701 |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Nov. 30, 2023 | |
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 257 257 — — — Office lease 33 33 — — — 290 290 — — — |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Nov. 30, 2023 | |
Income taxes | |
Schedule of differences in Canadian federal and provincial income tax rates to earnings before income taxes | in thousands of dollars November 30, 2023 November 30, 2022 November 30, 2021 $ $ $ Combined federal and provincial statutory tax rate 27.00 % 27.00 % 27.00 % Income tax (recovery) at statutory rate (4,037) (6,549) (5,848) Difference in foreign tax rates (118) (252) (194) Non-deductible expenditures 239 374 937 Change in estimates in respect of prior years 15 39 116 Change in valuation allowance 3,901 6,388 4,989 Income tax recovery (expense) — — — |
Schedule of future income tax assets and liabilities | in thousands of dollars November 30, 2023 November 30, 2022 $ $ Deferred income tax assets Non-capital losses 60,255 57,236 Mineral property interest 4,926 3,061 Mineral property impairment 26 17 Deferred interest 6,251 6,251 Property, plant and equipment 88 86 Lease liability 9 60 Share issuance costs (5) 6 Other deductible temporary differences 166 181 Total deferred tax assets 71,716 66,898 Valuation allowance (44,456) (40,555) Net deferred income tax assets 27,260 26,343 Deferred income tax liabilities Investment in Ambler Metals LLC (27,229) (26,257) Right of use asset (31) (86) Deferred income tax liabilities (27,260) (26,343) Net deferred income tax assets — — |
Schedule of loss carry forwards expiry | in thousands of dollars Non-capital losses Operating losses Canada United States $ $ 2024 — 569 2025 — 1,530 2026 — 7,871 Thereafter 63,192 140,858 63,192 150,828 |
Nature of operations and Goin_2
Nature of operations and Going Concern (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 2,590 | $ 2,573 | |
Working capital surplus | 2,400 | 2,400 | |
Accumulated deficit | (81,813) | (66,862) | |
Loss for the year | (14,951) | (24,257) | $ (21,660) |
Cash flow from operation | $ (3,093) | $ (3,935) | $ (5,117) |
Summary of significant accoun_4
Summary of significant accounting policies - Fixed assets (Details) | Nov. 30, 2023 |
Computer hardware and software | |
Estimated useful lives | 3 years |
Office furniture and equipment | |
Estimated useful lives | 5 years |
Summary of significant accoun_5
Summary of significant accounting policies - Uncertainty in income tax positions (Details) | 12 Months Ended |
Nov. 30, 2023 | |
Accounting Policies [Abstract] | |
Likelihood of tax benefit being realized upon settlement | 50% |
Investment in Ambler Metals L_3
Investment in Ambler Metals LLC - Financial information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
The carrying value of equity method investment | |||
Share of loss on equity investment | $ (7,844) | $ (17,360) | $ (13,082) |
Investment in Ambler Metals | 135,021 | 142,754 | |
Assets [Abstract] | |||
Total assets | 138,020 | 145,995 | |
Cash | 2,590 | 2,573 | |
Liabilities [Abstract] | |||
Total liabilities | (465) | (567) | |
Ambler Metals' Net Loss | |||
General and administrative | 1,328 | 1,287 | 1,517 |
Professional Fees | 1,073 | 998 | 818 |
Foreign exchange (gain) loss | 5 | (18) | 36 |
Ambler Metals | |||
Assets [Abstract] | |||
Total assets | 97,180 | 114,049 | |
Cash | 63,829 | 80,755 | |
Mineral properties | 30,899 | 30,899 | |
Liabilities [Abstract] | |||
Total liabilities | (2,931) | (4,335) | |
Accounts payable and accrued liabilities | (2,500) | (3,664) | |
Members' equity (total assets less total liabilities) | 94,249 | 109,714 | |
Ambler Metals' Net Loss | |||
Depreciation | 150 | 77 | |
Corporate salaries and wages | 2,068 | 2,381 | |
General and administrative | 547 | 991 | |
Mineral property expense | 12,822 | 22,720 | |
Professional Fees | 547 | 1,047 | |
Foreign exchange (gain) loss | (2) | 6 | |
Interest and other income | 445 | 1,058 | |
Comprehensive loss | 15,687 | 26,164 | |
Ambler Metals LLC | |||
The carrying value of equity method investment | |||
Investment in Ambler Metals | 142,754 | $ 160,063 | |
Joint venture, contributed amount | 111 | 51 | |
Share of loss on equity investment | (7,844) | $ (17,360) | |
Investment in Ambler Metals | $ 135,021 |
Investment in Ambler Metals L_4
Investment in Ambler Metals LLC - Narrative (Details) | 12 Months Ended | |||
Nov. 30, 2023 USD ($) Owner | Nov. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Feb. 11, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Loss for the year | $ (14,951,000) | $ (24,257,000) | $ (21,660,000) | |
Number of board members | Owner | 2 | |||
Investment in Ambler Metals | $ 135,021,000 | 142,754,000 | ||
Ambler Metals LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Joint venture, contributed amount | $ 111,000 | 51,000 | ||
Percentage of ownership | 50% | 50% | ||
Loss for the year | $ (15,700,000) | (34,700,000) | ||
Number of board members | Owner | 4 | |||
Investment in Ambler Metals | $ 135,021,000 | |||
Fair value ascribed to Ambler Metals LLC interest | 142,754,000 | $ 160,063,000 | ||
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 | |||
Ambler Metals | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Operating expenses | $ 27,000 | 0 | ||
Net proceeds from mineral transfer | $ 140,000 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Dec. 01, 2023 | Nov. 30, 2023 | Nov. 30, 2022 |
Subsequent Event [Line Items] | |||
Trade accounts payable | $ 146,000 | $ 188,000 | |
Accrued liabilities | 54,000 | 36,000 | |
Accrued salaries and vacation | 232,000 | 121,000 | |
Accounts payable and accrued liabilities | $ 432,000 | $ 345,000 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Accrued salaries and vacation | $ 155,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Nov. 30, 2023 USD ($) | |
Leases | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | false |
Remaining lease term | 7 months 6 days |
Lease discount rate | 8% |
Cash paid for amounts included in the measurement of lease liabilities | $ 198,912 |
Leases - Right of use asset (De
Leases - Right of use asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Leases | ||
Balance, beginning | $ 319 | $ 482 |
Net amortization | (206) | (163) |
Balance, ending | $ 113 | $ 319 |
Leases - Lease liabilities (Det
Leases - Lease liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Leases | ||
Operating lease costs | $ 216 | $ 187 |
Variable lease costs | 140 | 143 |
Total lease expense | $ 356 | $ 330 |
Leases - Future minimum payment
Leases - Future minimum payments (Details) $ in Thousands | Nov. 30, 2023 USD ($) |
Future minimum payments | |
2024 | $ 33 |
Total undiscounted lease payments | 33 |
Present value of lease payments recognized as lease liability | $ 33 |
Share capital - Narrative (Deta
Share capital - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Apr. 25, 2023 USD ($) $ / shares shares | Apr. 30, 2012 shares | Nov. 30, 2023 USD ($) $ / shares shares | Nov. 30, 2023 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2022 $ / shares shares | Nov. 30, 2021 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) $ / shares | Nov. 30, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Non-vested stock options outstanding | 12,649,400 | 12,649,400 | |||||||
Private placement, net proceeds | $ | $ 3,115 | ||||||||
Stock-based compensation | $ | (3,753) | $ (3,427) | $ (3,472) | ||||||
Weighted average exercise price options outstanding | $ / shares | $ 2.15 | ||||||||
Stock option expense not yet recognized | $ | $ 200 | $ 200 | |||||||
Period for recognition of stock compensation expense | 12 months | ||||||||
Aggregate intrinsic value, vested options | $ | 800 | $ 800 | |||||||
Aggregate intrinsic value, options exercised | $ | $ 40 | $ 1,400 | |||||||
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 | 155,925,990 | 155,925,990 | 146,225,035 | ||||||
Shares issued for private placement, net of share issue cost (Shares) | 5,854,545 | ||||||||
Exercise of options, Number of shares | 81,674 | 871,961 | |||||||
Non-brokered private placement | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common shares issued | 5,854,545 | ||||||||
Price per common share | $ / shares | $ 0.55 | ||||||||
Private placement, gross proceeds | $ | $ 3,200 | ||||||||
Private placement, net proceeds | $ | $ 3,100 | ||||||||
Nonvested Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Non-vested stock options outstanding | 2,131,757 | 2,131,757 | |||||||
Weighted average exercise price options outstanding | $ / shares | 1.02 | ||||||||
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 | 5,144 | 5,144 | |||||||
Annual retainer percentage in DSUs | 100% | ||||||||
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 | 859 | 859 | |||||||
Employee Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Non-vested stock options outstanding | 12,649,400 | 12,649,400 | 11,225,400 | ||||||
Weighted average exercise price options outstanding | $ / shares | $ 2.49 | $ 2.15 | |||||||
Exercise of options, Number of shares | 0 | ||||||||
Stock options granted | 3,230,000 | ||||||||
Weighted-average exercise price | $ / shares | $ 0.78 | ||||||||
Stock Compensation Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ | $ 3,000 | $ 2,000 | $ 100 | ||||||
Equity Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ | $ 900 | $ 1,400 | $ 3,300 | ||||||
Employees, consultants and directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options granted | 3,230,000 | 1,734,500 | 3,374,150 | ||||||
Weighted-average exercise price | $ / shares | $ 0.78 | $ 2.21 | $ 2.52 | ||||||
Stock options granted, weighted average fair value | $ / shares | $ 0.27 | $ 0.71 | $ 0.84 | ||||||
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, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
Class of Stock [Line Items] | |||
Unlimited common shares authorized | Unlimited | Unlimited | |
Common Stock, No Par Value | $ 0 | $ 0 | |
Private Placement, net of share issue cost, Ascribed value | $ 3,115 | ||
Services settled by common shares, Ascribed value | $ 99 | $ 114 | |
Number of shares, issued | 155,925,990 | 146,225,035 | |
Share capital | |||
Class of Stock [Line Items] | |||
Exercise of options, Number of shares | 81,674 | 871,961 | |
Private Placement, net of share issue cost, Number of shares | 5,854,545 | ||
Private Placement, net of share issue cost, Ascribed value | $ 3,115 | ||
Restricted share units, Number of shares | 3,091,614 | 992,081 | |
Restricted share units, Ascribed value | $ 1,911 | ||
Deferred share units, Number of shares | 415,056 | ||
Deferred share units, Ascribed value | $ 468 | ||
NovaGold deferred share units conversion, Number of shares | 1,130 | ||
NovaGold deferred share units conversion, Ascribed value | $ 4 | ||
Services settled by common shares, Number of shares | 195,105 | 110,000 | |
Services settled by common shares, Ascribed value | $ 99 | $ 114 | |
Joint venture equity contribution (note 3(b)), Number of shares | 143,505 | 51,000 | |
Joint venture equity contribution (note 3(b)), Ascribed value | $ 111 | ||
Ending balance, Number of shares outstanding | 155,925,990 | 146,225,035 | |
Beginning balance, Number of shares | 146,225,035 | ||
Contributed surplus. | |||
Class of Stock [Line Items] | |||
NovaGold deferred share units conversion, Ascribed value | $ (4) |
Share capital - Assumptions use
Share capital - Assumptions used in the pricing model (Details) | 12 Months Ended |
Nov. 30, 2023 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rates | 3.49% |
Exercise price | $ 0.78 |
Expected life | 3 years |
Expected volatility | 67.70% |
Expected dividends |
Share capital - Stock options p
Share capital - Stock options plans and changes (Details) | 12 Months Ended |
Nov. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance - end of period, number of options | 12,649,400 |
Balance - end of period, weighted average exercise price | $ / shares | $ 2.15 |
Stock option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance - beginning of the year, number of options | 11,225,400 |
Balance - beginning of the year, weighted average exercise price | $ / shares | $ 2.49 |
Number of options, Granted | 3,230,000 |
Weighted average exercise price, Granted | $ / shares | $ 0.78 |
Number of options, Exercised | 0 |
Number of options, Cancelled | (636,000) |
Weighted average exercise price, Cancelled | $ / shares | $ 2.55 |
Number of options, Expired | (1,170,000) |
Weighted average exercise price, Expired | $ / shares | $ 1.43 |
Balance - end of period, number of options | 12,649,400 |
Balance - end of period, weighted average exercise price | $ / shares | $ 2.15 |
Share capital - Stock options o
Share capital - Stock options outstanding (Details) | 12 Months Ended |
Nov. 30, 2023 $ / shares shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options | shares | 12,649,400 |
Weighted average years to expiry | 2 years 2 months 19 days |
Weighted average exercise price options outstanding | $ 2.15 |
Number of exercisable options | shares | 10,517,643 |
Weighted average exercise price exercisable | $ 2.38 |
Number of unvested options | shares | 2,131,757 |
$0.75 to $1.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 0.75 |
Exercise price upper range limit | $ 1 |
Number of outstanding options | shares | 3,180,000 |
Weighted average years to expiry | 4 years 7 days |
Weighted average exercise price options outstanding | $ 0.78 |
Number of exercisable options | shares | 1,413,328 |
Weighted average exercise price exercisable | $ 0.78 |
Number of unvested options | shares | 1,766,672 |
$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 | 2,220,250 |
Weighted average years to expiry | 2 years 3 months 10 days |
Weighted average exercise price options outstanding | $ 2.27 |
Number of exercisable options | shares | 1,855,165 |
Weighted average exercise price exercisable | $ 2.27 |
Number of unvested options | shares | 365,085 |
$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 | 5,866,650 |
Weighted average years to expiry | 1 year 5 months 26 days |
Weighted average exercise price options outstanding | $ 2.64 |
Number of exercisable options | shares | 5,866,650 |
Weighted average exercise price exercisable | $ 2.64 |
$3.01 to $3.50 | |
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 | 1,382,500 |
Weighted average years to expiry | 1 year 21 days |
Weighted average exercise price options outstanding | $ 3.03 |
Number of exercisable options | shares | 1,382,500 |
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, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance - beginning of the period | 257,268 | ||
Granted | 4,640,089 | 1,359,349 | 0 |
Vested/Converted | (3,286,719) | ||
Balance - end of the period | 1,610,638 | 257,268 | |
DSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance - beginning of the period | 1,560,734 | ||
Granted | 1,283,023 | 283,289 | 58,925 |
Vested/Converted | (415,056) | ||
Balance - end of the period | 2,428,701 | 1,560,734 |
Financial instruments - Narrati
Financial instruments - Narrative (Details) | 12 Months Ended | ||
Nov. 30, 2023 USD ($) | Nov. 30, 2023 CAD ($) | Nov. 30, 2022 USD ($) | |
Cash | $ 2,590,000 | $ 2,573,000 | |
Accounts receivable | 33,000 | $ 17,000 | |
Financial assets and liabilities that were measured and recognized at fair value | $ 0 | ||
10% change in the US-Canadian exchange rate | |||
Cash | $ 4,000 | ||
Accounts receivable | 14,000 | ||
Accounts payable | $ 267,000 | ||
Change in foreign exchange rate | 10% | 10% | |
Foreign exchange loss | $ 18,000 | ||
Change in interest rate | 1% | 1% |
Financial instruments - Contrac
Financial instruments - Contractually obligated cash flow requirements (Details) $ in Thousands | Nov. 30, 2023 USD ($) |
Total | $ 290 |
1 - 2 Years | 290 |
Accounts payable and accrued liabilities | |
Total | 257 |
1 - 2 Years | 257 |
Office lease | |
Total | 33 |
1 - 2 Years | $ 33 |
Income taxes - Income tax recon
Income taxes - Income tax reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income taxes | |||
Combined federal and provincial statutory tax rate | 27% | 27% | 27% |
Income tax (recovery) at statutory rate | $ (4,037) | $ (6,549) | $ (5,848) |
Difference in foreign tax rates | (118) | (252) | (194) |
Non-deductible expenditures | 239 | 374 | 937 |
Change in estimates in respect of prior years | 15 | 39 | 116 |
Change in valuation allowance | 3,901 | 6,388 | 4,989 |
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, 2023 | Nov. 30, 2022 |
Deferred income tax assets | ||
Non-capital losses | $ 60,255 | $ 57,236 |
Mineral property interest | 4,926 | 3,061 |
Mineral property impairment | 26 | 17 |
Deferred interest | 6,251 | 6,251 |
Property, plant and equipment | 88 | 86 |
Lease liability | 9 | 60 |
Share issuance costs | (5) | 6 |
Other deductible temporary differences | 166 | 181 |
Total deferred tax assets | 71,716 | 66,898 |
Valuation allowance | (44,456) | (40,555) |
Net deferred income tax assets | 27,260 | 26,343 |
Deferred income tax liabilities | ||
Investment in Ambler Metals LLC | (27,229) | (26,257) |
Right of use asset | (31) | (86) |
Deferred income tax liabilities | (27,260) | (26,343) |
Net deferred income tax assets | $ 0 | $ 0 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) $ in Millions | 12 Months Ended |
Nov. 30, 2023 USD ($) | |
Loss carry-forwards | $ 214 |
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 | $ 30.8 |
Section 382 | |
change in control, period | 3 years |
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, 2023 USD ($) |
CA | |
Non-capital losses | $ 63,192 |
Alaska, USA | |
Operating losses | 150,828 |
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 | 63,192 |
Thereafter | Alaska, USA | |
Operating losses | $ 140,858 |
Subsequent event (Details)
Subsequent event (Details) - USD ($) | 12 Months Ended | ||||
Dec. 07, 2023 | Dec. 01, 2023 | Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
RSUs | |||||
Subsequent Event [Line Items] | |||||
Granted units | 4,640,089 | 1,359,349 | 0 | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock issued in lieu of salaries | $ 155,000 | ||||
Stock issued in lieu of director fees | $ 82,750 | ||||
Subsequent Event | Employee Stock Option [Member] | Director | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 300,000 | ||||
Subsequent Event | Employee Stock Option [Member] | Employees And Consultants | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 2,475,000 | ||||
Subsequent Event | RSUs | Director | |||||
Subsequent Event [Line Items] | |||||
Granted units | 600,000 | ||||
Subsequent Event | RSUs | Board of Directors and senior management | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 358,826 | ||||
Subsequent Event | RSUs | Executives And Employees | |||||
Subsequent Event [Line Items] | |||||
Granted units | 1,566,940 | ||||
Subsequent Event | RSUs | Employees And Consultants | |||||
Subsequent Event [Line Items] | |||||
Granted units | 2,315,000 | ||||
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. | Board of Directors and senior management | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 194,819 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (14,951) | $ (24,257) | $ (21,660) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Nov. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |