Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Aug. 31, 2018 | Oct. 04, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Trilogy Metals Inc. | |
Entity Central Index Key | 1,543,418 | |
Current Fiscal Year End Date | --11-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Trading Symbol | TMQ | |
Entity Common Stock, Shares Outstanding | 131,555,020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Current assets | ||
Cash and cash equivalents | $ 30,468 | $ 5,391 |
Accounts receivable | 57 | 470 |
Deposits and prepaid amounts | 646 | 837 |
Investments (note 3) | 0 | 2,516 |
Total Current Assets | 31,171 | 9,214 |
Plant and Equipment (note 4) | 363 | 478 |
Mineral properties and development costs (note 5) | 30,587 | 30,587 |
Total Assets | 62,121 | 40,279 |
Current liabilities | ||
Accounts payable and accrued liabilities (note 6) | 3,964 | 4,249 |
Current liabilities | 3,964 | 4,249 |
Mineral properties purchase option (note 5(c)) | 20,800 | 10,365 |
Total Liabilities | 24,764 | 14,614 |
Shareholders' equity | ||
Share capital (note 7) – unlimited common shares authorized, no par value Issued -131,533,953 (2017 – 105,684,523) | 164,034 | 136,525 |
Warrants (note 7(c)) | 2,253 | 2,163 |
Contributed surplus | 122 | 124 |
Contributed surplus - options (note 7(a)) | 19,011 | 18,402 |
Contributed surplus - units (note 7(b)) | 1,425 | 1,319 |
Deficit | (149,488) | (132,868) |
Total Stockholders' Equity | 37,357 | 25,665 |
Total Liabilities and Stockholders' Equity | $ 62,121 | $ 40,279 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Aug. 31, 2018 | Nov. 30, 2017 | |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 131,533,953 | 105,684,523 |
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Expenses | ||||
Amortization | $ 39 | $ 27 | $ 122 | $ 66 |
Foreign exchange loss (gain) | 15 | (592) | (29) | (542) |
General and administrative | 376 | 273 | 1,175 | 1,050 |
Investor relations | 59 | 107 | 261 | 263 |
Mineral properties expense (note 5(d)) | 9,051 | 8,471 | 12,657 | 10,407 |
Professional fees | 13 | 86 | 286 | 404 |
Salaries | 286 | 218 | 738 | 683 |
Salaries - stock-based compensation | 204 | 104 | 1,277 | 603 |
Total expenses | 10,043 | 8,694 | 16,487 | 12,934 |
Other items | ||||
Loss on held for trading investments | 12 | 313 | 272 | 1,482 |
Loss on disposal of equipment | 0 | 8 | 0 | 8 |
Interest and other income | (135) | (23) | (229) | (46) |
Loss and comprehensive loss for the period | $ 9,920 | $ 8,992 | $ 16,530 | $ 14,378 |
Basic and diluted loss per common share | $ 0.08 | $ 0.09 | $ 0.14 | $ 0.14 |
Weighted average number of common shares outstanding | 131,470,146 | 105,581,406 | 118,530,242 | 105,524,598 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Share capital [Member] | Warrants [Member] | Contributed Surplus [Member] | Contributed surplus - options [Member] | Contributed surplus - units [Member] | Deficit [Member] |
Beginning Balance at Nov. 30, 2016 | $ 46,154 | $ 136,357 | $ 2,163 | $ 124 | $ 18,134 | $ 1,140 | $ (111,764) |
Beginning Balance (Shares) at Nov. 30, 2016 | 105,286,469 | ||||||
Exercise of options | 0 | $ 54 | 0 | 0 | (54) | 0 | 0 |
Exercise of options (Shares) | 171,458 | ||||||
Restricted Share Units | (90) | $ 83 | 0 | 0 | 0 | (173) | 0 |
Restricted Share Units (Shares) | 209,198 | ||||||
Stock-based compensation | 603 | $ 0 | 0 | 0 | 312 | 291 | 0 |
Loss for the period | (14,378) | 0 | 0 | 0 | 0 | 0 | (14,378) |
Ending Balance at Aug. 31, 2017 | 32,289 | $ 136,494 | 2,163 | 124 | 18,392 | 1,258 | (126,142) |
Ending Balance (Shares) at Aug. 31, 2017 | 105,667,125 | ||||||
Beginning Balance at Nov. 30, 2017 | 25,665 | $ 136,525 | 2,163 | 124 | 18,402 | 1,319 | (132,868) |
Beginning Balance (Shares) at Nov. 30, 2017 | 105,684,523 | ||||||
Bought deal financing (Note 7) | 28,750 | $ 28,750 | 90 | 0 | 0 | 0 | (90) |
Bought deal financing (Note 7) (Shares) | 24,784,482 | ||||||
Share issuance costs | (1,805) | $ (1,805) | 0 | 0 | 0 | 0 | 0 |
Exercise of options | 0 | $ 105 | 0 | 0 | (105) | 0 | 0 |
Exercise of options (Shares) | 263,928 | ||||||
Restricted Share Units | 0 | $ 457 | 0 | 0 | 0 | (457) | 0 |
Restricted Share Units (Shares) | 800,000 | ||||||
NovaGold DSU Conversion | 0 | $ 2 | 0 | (2) | 0 | 0 | 0 |
NovaGold DSU Conversion (Shares) | 1,020 | ||||||
Stock-based compensation | 1,277 | $ 0 | 0 | 0 | 714 | 563 | 0 |
Loss for the period | (16,530) | 0 | 0 | 0 | 0 | 0 | (16,530) |
Ending Balance at Aug. 31, 2018 | $ 37,357 | $ 164,034 | $ 2,253 | $ 122 | $ 19,011 | $ 1,425 | $ (149,488) |
Ending Balance (Shares) at Aug. 31, 2018 | 131,533,953 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Nov. 30, 2017 | |
Cash flows used in operating activities | |||||
Loss for the period | $ (9,920) | $ (8,992) | $ (16,530) | $ (14,378) | |
Items not affecting cash | |||||
Amortization | 122 | 66 | |||
Loss on disposal of equipment | 0 | 8 | 0 | 8 | |
Loss on held for trading investments | 12 | 313 | 272 | 1,482 | |
Unrealized foreign exchange loss (gain) | (52) | (472) | |||
Stock-based compensation | 204 | 104 | 1,277 | 603 | |
Net change in non-cash working capital | |||||
Decrease (Increase) in accounts receivable | 413 | (294) | |||
Decrease (Increase) in deposits and prepaid amounts | 191 | (140) | |||
(Increase) Decrease in accounts payable and accrued liabilities | (285) | 4,116 | |||
Net Cash Provided by (Used in) Operating Activities | (14,592) | (9,067) | |||
Cash flows from (used in) financing activities | |||||
Proceeds from bought deal financing (note 7) | 28,750 | 0 | |||
Share issuance cost | (1,805) | 0 | |||
Settlement of Restricted Share Units | 0 | (90) | |||
Net Cash Provided by (Used in) Financing Activities | 26,945 | (90) | |||
Cash flows from (used in) investing activities | |||||
Acquisition of plant & equipment | (7) | (209) | |||
Mineral properties funding (note 5 (c)) | 10,435 | 10,000 | |||
Proceeds from the sale of investments, net of fees | 2,297 | 2,180 | |||
Net Cash Provided by (Used in) Investing Activities | 12,725 | 11,971 | |||
Increase in cash and cash equivalents | 25,078 | 2,814 | |||
Effect of exchange rate on cash and cash equivalents | (1) | 51 | |||
Cash and cash equivalents - beginning of period | 5,391 | 7,340 | $ 7,340 | ||
Cash and cash equivalents - end of period | $ 30,468 | $ 10,205 | $ 30,468 | $ 10,205 | $ 5,391 |
Nature of operations
Nature of operations | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations [Text Block] | 1. Nature of operations Trilogy Metals Inc. (“Trilogy” or the “Company”) 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 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”). |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies [Text Block] | 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 subsidiary, NovaCopper US Inc. (dba “Trilogy Metals US”). All significant intercompany transactions are eliminated on consolidation. All figures are in United States dollars unless otherwise noted. References to CAD$ refer to amounts in Canadian dollars. The unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of August 31, 2018 and our results of operations and cash flows for the nine months ended August 31, 2018 and August 31, 2017. The results of operations for the nine months ended August 31, 2018 are not necessarily indicative of the results to be expected for the year ending November 30, 2018. As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these unaudited interim consolidated financial statements should be read in conjunction with the annual financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2017 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 2, 2018. These financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on October 4, 2018. Recent accounting pronouncements i. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting requirements for accounting for, presentation of, and classification of leases (“ASU 2016-02”). This will result in most leases being capitalized as a right of use asset with a related liability on the balance sheets. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, which for us is the first quarter of the fiscal year ending November 30, 2020. We expect the adoption will have an impact as we expect to capitalize leases, specifically our office leases which are not currently recognized on the balance sheets. We are in the process of analyzing the quantitative impact of this guidance on our results of operations and financial position. The impact of this adoption will increase asset and liability balances as part of recognizing the leases on the balance sheet. It will impact the statement of loss and comprehensive loss due to the recognition of depreciation on the leased assets and interest expense from the lease liability compared to the current recognition of lease expense as incurred. ii. Financial instruments In March 2016, the FASB issued new guidance on classifying and measuring financial instruments (“ASU 2016-02”). This update is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The Company has analyzed the impact of the update and determined that the changes to classification and measurement of financial instruments are not expected to have an impact as the Company’s prior year equity investments which were held at fair value with changes recorded to the statement of loss and comprehensive loss. The remaining changes in the update do not have an effect on the Company’s accounting for financial instruments. The standard will be effective for the Company for the fiscal year ending November 30, 2019. iii. Stock-based compensation In March 2016, the FASB issued new guidance simplifying the accounting for stock-based compensation transactions, including income tax consequences, classification of awards as equity or liabilities, forfeitures, and classification on the statement of cash flows (“ASU 2016-09”). This update is effective for annual reporting periods beginning after December 15, 2016. The Company has adopted this guidance and made the policy choice of estimating the number of awards expected to be forfeited and adjusting the estimate when it is no longer probable that the employee will fulfill the service condition. This policy choice is consistent with the Company’s previous practice and therefore, no adjustments were necessary on adoption. The remaining changes in the update do not have an effect on the Company’s accounting for stock-based compensation. iv. Business combinations In January 2017, the FASB issued new guidance to assist in determining if a set of assets and activities being acquired or sold is a business (“ASU 2017-01”). It also provided a framework to assist entities in evaluating whether both an input and a substantive process are present, which at a minimum, must be present to be considered a business. This update is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted in most circumstances. The standard does not have an impact to the Company’s historical recognition of asset acquisitions and business combinations. However, the Company expects there would be an impact to how the Company accounts for assets acquired in the future. The Company has adopted the standard early for the fiscal year ended November 30, 2018. v. Accounting for certain financial instruments with down round features In July 2017, the FASB issued a two-part Accounting Standards Update (“ASU”), No. 2017-11, Earnings Per Share (ASC 260), Distinguishing Liabilities from Equity (ASC 480), Derivatives and Hedging (ASC 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Under the guidance, entities will no longer consider a down round feature when determining whether a free-standing financial instrument or an embedded feature that contains a down round feature is considered indexed to the entity’s own stock under ASC 815-40 which is required for a freestanding financial instrument to be classified in shareholder’s equity and may exempt an embedded feature from bifurcation and derivative accounting. Entities will recognize the effect of a down round feature only when it is triggered. ASU 2017-11 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and early adoption is permitted. The Company has adopted this guidance for the fiscal year ended November 30, 2018. |
Investments
Investments | 9 Months Ended |
Aug. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Investments [Text Block] | 3. Investments On September 1, 2016, Trilogy acquired 5,000,000 common shares of GoldMining Inc. (“GMI”), formerly Brazil Resources Inc., a public company listed on the TSX-Venture exchange, and 1,000,000 warrants, with each warrant exercisable into one common share of GMI until September 1, 2018 at an exercise price of CAD$3.50, through its sale of Sunward Investments Ltd. The common shares and warrants received have been designated as held-for-trading financial assets and classified as current investments. in thousands of dollars August 31, 2018 $ November 30, 2017 $ Current investments - 2,516 During the nine-month period ended August 31, 2018, the Company sold 2,365,000 (2017 – 1,519,000) common shares of GMI for proceeds of $2.3 million (2017 – $2.2 million) and realized a loss on sale of $0.3 million (2017 - $0.2 million). During the period, the Company recorded an unrealized gain on the common shares and warrants of GMI of Nil (2017 - loss of $1.3 million). As at August 31, 2018, the Company held Nil (2017 – 3,371,000) common shares of GMI and 1,000,000 (2017 – 1,000,000) warrants expiring September 1, 2018 which were valued at $Nil using the Black-Scholes option pricing model at period end. All the warrants expired unexercised on September 1, 2018. |
Plant and equipment
Plant and equipment | 9 Months Ended |
Aug. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Plant and equipment [Text Block] | 4. Plant and equipment in thousands of dollars August 31, 2018 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (14 ) 49 Leasehold improvements 53 (8 ) 45 Computer hardware and software 115 (108 ) 7 Alaska, USA Machinery, and equipment 3,178 (2,939 ) 239 Vehicles 348 (327 ) 21 Computer hardware and software 35 (33 ) 2 3,792 (3,429 ) 363 in thousands of dollars November 30, 2017 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (4 ) 59 Leasehold improvements 85 (34 ) 51 Computer hardware and software 108 (105 ) 3 Alaska, USA Machinery, and equipment 3,178 (2,855 ) 323 Vehicles 348 (309 ) 39 Computer hardware and software 35 (32 ) 3 3,817 (3,339 ) 478 |
Mineral properties and developm
Mineral properties and development costs | 9 Months Ended |
Aug. 31, 2018 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Industries Disclosures [Text Block] | 5. Mineral properties and development costs in thousands of dollars November 30, 2017 $ Acquisition costs $ August 31, 2018 $ Alaska, USA Ambler (a) 26,587 - 26,587 Bornite (b) 4,000 - 4,000 30,587 - 30,587 in thousands of dollars November 30, 2016 $ Acquisition costs $ November 30, 2017 $ Alaska, USA Ambler (a) 26,586 1 26,587 Bornite (b) 4,000 - 4,000 30,586 - 30,587 (a) Ambler On January 11, 2010, NovaGold Resources Inc. (“NovaGold”), through Alaska Gold Company (“AGC”), at the time a wholly-owned NovaGold subsidiary, purchased 100% of the Ambler lands in Northwest Alaska, which contains the copper-zinc-lead-gold-silver Arctic Project and other mineralized targets within the volcanogenic massive sulfide belt, through a series of cash and share payments. Total fair value of the consideration was $26.6 million. The vendor retained a 1% net smelter return royalty that the Company can purchase at any time for a one-time payment of $10.0 million. The Ambler lands were acquired on October 17, 2011 by Trilogy Metals US through a purchase and sale agreement with AGC. On October 24, 2011, NovaGold transferred its ownership of Trilogy Metals US to the Company, then itself a wholly owned subsidiary of NovaGold, which was subsequently spun-out to NovaGold shareholders and publicly listed on April 30, 2012 (“NovaGold Arrangement”). (b) Bornite On October 19, 2011, Trilogy Metals US acquired the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc. (“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska. As consideration, Trilogy Metals US paid $4 million to acquire the right to explore and develop the combined Upper Kobuk Mineral Projects through an Exploration Agreement and Option to Lease with NANA. Upon a decision to proceed with construction of a mine on the lands, NANA maintains the right to purchase between a 16%-25% ownership interest in the mine or retain a 15% net proceeds royalty which is payable after Trilogy Metals US has recovered certain historical costs, including capital and cost of capital. Should NANA elect to purchase an ownership interest, consideration will be payable equal to all historical costs incurred on the properties at the elected percentage purchased less $40 million, not to be less than zero. The parties would form a joint venture and be responsible for all future costs, including capital costs of the mine based on their pro-rata share. NANA would also be granted a net smelter return royalty of between 1% and 2.5% upon the execution of a mining lease or a surface use agreement, the amount of which is determined by the classification of land from which production originates. (c) Option Agreement On April 10, 2017, Trilogy and Trilogy Metals US entered into an Option Agreement to form a Joint Venture with South32 Group Operations Pty Ltd. (“South32 Operations”), a wholly-owned subsidiary of South32 Limited, on the UKMP (the “Option Agreement”), which agreement was later assigned by South32 Operations to its affiliate, South32 USA Exploration Inc. (together with South32 Operations, “South32”). Trilogy Metals US granted South32 the right to form a 50/50 joint venture to hold all of Trilogy Metals US’ Alaskan assets. Upon exercise of the option, Trilogy Metals US will transfer its Alaskan assets, including the UKMP, and South32 will contribute a minimum of $150 million to a newly formed limited liability company (“JV LLC”), plus any amounts Trilogy Metals US spends at the Arctic Project over the next three years to a maximum of $5 million per year (the “Subscription Price”), less an amount of the initial funding contributed by South32. To maintain the option in good standing, South32 is required to fund a minimum of $10 million per year for up to a three-year period, which funds will be used to execute a mutually agreed upon program at the UKMP. The funds provided by South32 may only be expended based on the approved program. Provided that all the exploration data and information has been made available to South32 by no later than December 31 of each year, South32 must decide by the end of January of the following year whether: (i) to fund a further tranche of a minimum of $10 million, or (ii) to withdraw and not provide any further annual funding. If the election to fund a further tranche is not made in January, South32 has until the end of March to exercise the option to form the JV LLC and make the subscription payment. During the year ended November 30, 2017, the Company received the first payment of $10.0 million and these funds were expended on the year 1 program at the Bornite Project. In October 2017, the Company received $0.4 million as a first instalment towards the year 2 program and budget to begin preparatory work. During the nine months ended August 31, 2018, the Company received payments totaling $10.4 million following the approval of the year 2 program and budget in January 2018, including a $0.80 million advance on South32’s year three funding obligation per the Option Agreement. The Company is responsible for the disbursement of these funds in accordance with the approved program and budget and accordingly has not classified the funds as restricted cash. As the initial option payments are credited against the future subscription price upon exercise, the Company has accounted for the payment received as deferred consideration for the purchase of the UKMP interest. At such time as the option is exercised, the initial payments received to that date will be recognized as part of the consideration received for the Company’s contribution of the UKMP into JV LLC. If South 32 withdraws from the Option Agreement, the consideration will be recognized as income in the statement of loss at that time. The option to form the JV LLC is recognized as a financial instrument at inception of the arrangement with an initial fair value of $nil. This option is required to be re-measured at fair value at each reporting date with any changes in fair value recorded in loss for the period. The Company determined that the fair value of the option is still $nil as at August 31, 2018. (d) Mineral properties expense The following table summarizes mineral properties expense for the noted periods. In thousands of dollars Three months ended August 31, 2018 $ Three months ended August 31, 2017 $ Nine months ended August 31, 2018 $ Nine months ended August 31, 2017 $ Alaska, USA Community 81 67 324 201 Drilling 3,624 3,194 3,804 3,284 Engineering 259 1,085 785 1,508 Environmental 326 122 488 181 Geochemistry and geophysics 420 146 1,066 151 Land and permitting 118 215 463 667 Project support 2,703 2,307 3,381 2,641 Other income - (26 ) (20 ) (26 ) Wages and benefits 1,520 1,361 2,366 1,800 Mineral property expense 9,051 8,471 12,657 10,407 Mineral property expenses consist of direct drilling, personnel, community, resource reporting and other exploration expenses as outlined above, as well as indirect project support expenses such as fixed wing charters, helicopter support, fuel, and other camp operation costs. Cumulative mineral properties expense in Alaska from the initial earn-in agreement on the property in 2004 to August 31, 2018 is $91.0 million and cumulative acquisition costs are $30.6 million totaling $121.6 million spent to date. |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended |
Aug. 31, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 6. Accounts payable and accrued liabilities in thousands of dollars August 31, 2018 $ November 30, 2017 $ Trade accounts payable 3,021 2,767 Accrued liabilities 838 1,293 Accrued salaries and vacation 105 189 Accounts payable and accrued liabilities 3,964 4,249 |
Share capital
Share capital | 9 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Share capital Authorized: unlimited common shares, no par value in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2016 105,286,469 136,357 Exercise of options 188,856 85 Restricted Share Units 209,198 83 November 30, 2017 105,684,523 136,525 Bought deal financing 24,784,482 28,750 Share issuance costs - (1,805 ) Exercise of options 263,928 105 Restricted Share Units 800,000 457 NovaGold DSU Conversion 1,020 2 August 31, 2018, issued and outstanding 131,533,953 164,034 On April 20, 2018, the Company completed a bought-deal financing for gross proceeds of $28.8 million by issuing 24,784,482 common shares at $1.16 per common share. Expenses including bank commissions, legal fees, stock exchange and other fees totaled $1.8 million for net proceeds of $26.9 million. As of August 31, 2018, 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 the board of NovaGold Resources Inc. (a) Stock options During the nine-month period ended August 31, 2018, the Company granted 2,395,000 options (2017 – 1,695,000 options) at a weighted-average exercise price of CAD$1.15 (2017 – CAD$0.72) to employees, consultants and directors exercisable for a period of five years with various vesting terms between nil and two years. The weighted-average fair value attributable to options granted in the period was $0.43. For the nine-month period ended August 31, 2018, Trilogy recognized a stock-based compensation charge of $0.71 million (2017– $0.31 million) for options granted to directors, employees and service providers, net of estimated forfeitures. The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model. Assumptions used in the pricing model for the period are as provided below. August 31, 2018 Risk-free interest rates 1.59 % Exercise price CAD$ 1.18 Expected life 3.0 years Expected volatility 77.9 % Expected dividends Nil As of August 31, 2018, there were 1,586,676 non-vested options outstanding with a weighted average exercise price of $0.85; the non-vested stock option expense not yet recognized was $0.64 million. This expense is expected to be recognized over the next two years. A summary of the Company’s stock option plan and changes during the nine-month period ended August 31, 2018 is as follows: August 31, 2018 Number of options Weighted average exercise price $ Balance – beginning of the year 7,127,500 0.54 Granted 2,395,000 0.88 Exercised (412,732 ) 0.58 Forfeited (70,000 ) 1.10 Expired (25,000 ) 1.52 Balance – end of period 9,014,768 0.62 The following table summarizes information about the stock options outstanding at August 31, 2018. Outstanding Exercisable Unvested Range of price Number of outstanding options Weighted average years to expiry Weighted average exercise price $ Number of exercisable options Weighted average exercise price $ Number of unvested options $0.34 to $0.50 4,006,433 1.95 0.40 4,006,433 0.40 - $0.51 to $1.00 4,663,335 3.15 0.74 3,329,993 0.75 1,333,342 $1.01 to $1.49 345,000 4.84 1.47 91,666 1.19 253,334 9,014,768 2.68 0.62 7,428,092 0.57 1,586,676 The aggregate intrinsic value of vested share options (the market value less the exercise price) at August 31, 2018 was $9.2 million (2017 - $2.8 million) and the aggregate intrinsic value of exercised options for the nine months ended August 31, 2018 was $0.4 million (2017 - $0.15 million). (b) Restricted Share Units and Deferred Share Units The Company has a Restricted Share Unit Plan (“RSU Plan”) and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to provide long-term incentives to employees, officers and directors. Awards under the RSU Plan and DSU Plan may be settled in cash and/or common shares of the Company at the Company’s election with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company or equivalent value. All units are accounted for as equity-settled awards. A summary of the Company’s unit plans and changes during the nine month period ended August 31, 2018 is as follows: Number of RSUs Number of DSUs Balance – beginning of the year 600,002 1,041,231 Granted 600,000 109,670 Vested/paid (800,000 ) - Balance – end of period 400,002 1,150,901 For the nine months ended August 31, 2018, Trilogy recognized a stock-based compensation charge of $0.56 million (2017- $0.29 million), net of estimated forfeitures. As part of the annual incentive payout for the 2017 fiscal year, 300,000 RSUs were granted to officers vesting immediately. In addition, 300,000 RSUs were granted to officers vesting one third immediately, one third on the first anniversary of the grant date, and one third on the second anniversary. On December 27, 2017, 800,000 RSUs vested and were settled through the issuance of 800,000 shares. (c) Share Purchase Warrants A summary of the Company’s warrants and changes during the nine months ended August 31, 2018 is as follows: Number of warrants Years to expiry Exercise price $ Balance – beginning of the year 6,521,740 1.60 1.60 Balance – end of period 6,521,740 0.84 1.52 The exercise price of the share purchase warrants was adjusted downward as a result of the financing completed on April 20, 2018 from $1.60 to $1.52. The Company measured the fair value of the warrants prior to the financing and after the financing and recorded the difference of $90,000 as an adjustment to the warrant value and to retained earnings in shareholders equity during the period. The warrants expire on July 2, 2019. |
Financial instruments
Financial instruments | 9 Months Ended |
Aug. 31, 2018 | |
Financial Instruments [Abstract] | |
Financial instruments [Text Block] | 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 and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The Company’s investments were held for trading and were marked-to-market at each period end with changes in fair value recorded to the statement of loss. Financial risk management The Company’s activities expose it to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk. (a) Currency risk Currency risk is the risk of a fluctuation in financial asset and liability settlement amounts due to a change in foreign exchange rates. The Company operates in the United States and Canada. The Company’s exposure to currency risk at August 31, 2018 is limited to the Canadian dollar consisting of cash of CAD$1.0 million, deposit amounts of CAD$0.1 million and accounts payable of CAD$0.5 million. 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 $0.1 million. (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 accounts receivable consists of Canadian Goods and Services Tax receivable from the Federal Government of Canada and other receivables for recoverable expenses. The Company’s exposure to credit risk is equal to the balance of cash and cash equivalents and accounts receivable as recorded in the financial statements. (c) 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 August 31, 2018 are as follows. in thousands of dollars Total $ < 1 Year $ 1–2 Years $ 2–5 Years $ Thereafter $ Accounts payable and accrued liabilities 3,964 3,964 - - - Office lease (note 9) 1,128 175 182 596 175 5,092 4,139 182 596 175 (d) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk with respect to interest earned on cash and cash equivalents. Based on balances as at August 31, 2018, a 1% change in interest rates would result in a change in net loss of $0.3 million, assuming all other variables remain constant. 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 levels in the fair value hierarchy into which the Company’s financial assets and liabilities that are measured and recognized at fair value on a recurring basis were categorized as follows: in thousands of dollars August 31, 2018 $ November 30, 2017 $ Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Current investments – shares - - - 2,516 - - During the nine-month period ended August 31, 2018, the Company disposed of its remaining shares of GMI, a publicly-held mineral exploration company. The share investments were recorded as current investments and were valued using quoted market prices in active markets and as such are classified as a Level 1 financial instrument. |
Commitment
Commitment | 9 Months Ended |
Aug. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment [Text Block] | 9. Commitment The Company has commitments in respect of its office lease (denominated in Canadian dollars converted at the foreign exchange rate at the end of the quarter) requiring future minimum lease payments from the date as follows: in thousands of dollars August 31, 2018 $ One year 175 Years 2 through 5 778 Beyond 5 years 175 Total 1,128 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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 subsidiary, NovaCopper US Inc. (dba “Trilogy Metals US”). All significant intercompany transactions are eliminated on consolidation. All figures are in United States dollars unless otherwise noted. References to CAD$ refer to amounts in Canadian dollars. The unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of August 31, 2018 and our results of operations and cash flows for the nine months ended August 31, 2018 and August 31, 2017. The results of operations for the nine months ended August 31, 2018 are not necessarily indicative of the results to be expected for the year ending November 30, 2018. As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these unaudited interim consolidated financial statements should be read in conjunction with the annual financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2017 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 2, 2018. These financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on October 4, 2018. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements i. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting requirements for accounting for, presentation of, and classification of leases (“ASU 2016-02”). This will result in most leases being capitalized as a right of use asset with a related liability on the balance sheets. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, which for us is the first quarter of the fiscal year ending November 30, 2020. We expect the adoption will have an impact as we expect to capitalize leases, specifically our office leases which are not currently recognized on the balance sheets. We are in the process of analyzing the quantitative impact of this guidance on our results of operations and financial position. The impact of this adoption will increase asset and liability balances as part of recognizing the leases on the balance sheet. It will impact the statement of loss and comprehensive loss due to the recognition of depreciation on the leased assets and interest expense from the lease liability compared to the current recognition of lease expense as incurred. ii. Financial instruments In March 2016, the FASB issued new guidance on classifying and measuring financial instruments (“ASU 2016-02”). This update is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The Company has analyzed the impact of the update and determined that the changes to classification and measurement of financial instruments are not expected to have an impact as the Company’s prior year equity investments which were held at fair value with changes recorded to the statement of loss and comprehensive loss. The remaining changes in the update do not have an effect on the Company’s accounting for financial instruments. The standard will be effective for the Company for the fiscal year ending November 30, 2019. iii. Stock-based compensation In March 2016, the FASB issued new guidance simplifying the accounting for stock-based compensation transactions, including income tax consequences, classification of awards as equity or liabilities, forfeitures, and classification on the statement of cash flows (“ASU 2016-09”). This update is effective for annual reporting periods beginning after December 15, 2016. The Company has adopted this guidance and made the policy choice of estimating the number of awards expected to be forfeited and adjusting the estimate when it is no longer probable that the employee will fulfill the service condition. This policy choice is consistent with the Company’s previous practice and therefore, no adjustments were necessary on adoption. The remaining changes in the update do not have an effect on the Company’s accounting for stock-based compensation. iv. Business combinations In January 2017, the FASB issued new guidance to assist in determining if a set of assets and activities being acquired or sold is a business (“ASU 2017-01”). It also provided a framework to assist entities in evaluating whether both an input and a substantive process are present, which at a minimum, must be present to be considered a business. This update is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted in most circumstances. The standard does not have an impact to the Company’s historical recognition of asset acquisitions and business combinations. However, the Company expects there would be an impact to how the Company accounts for assets acquired in the future. The Company has adopted the standard early for the fiscal year ended November 30, 2018. v. Accounting for certain financial instruments with down round features In July 2017, the FASB issued a two-part Accounting Standards Update (“ASU”), No. 2017-11, Earnings Per Share (ASC 260), Distinguishing Liabilities from Equity (ASC 480), Derivatives and Hedging (ASC 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Under the guidance, entities will no longer consider a down round feature when determining whether a free-standing financial instrument or an embedded feature that contains a down round feature is considered indexed to the entity’s own stock under ASC 815-40 which is required for a freestanding financial instrument to be classified in shareholder’s equity and may exempt an embedded feature from bifurcation and derivative accounting. Entities will recognize the effect of a down round feature only when it is triggered. ASU 2017-11 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and early adoption is permitted. The Company has adopted this guidance for the fiscal year ended November 30, 2018. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Marketable Securities [Table Text Block] | in thousands of dollars August 31, 2018 $ November 30, 2017 $ Current investments - 2,516 |
Plant and equipment (Tables)
Plant and equipment (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | in thousands of dollars August 31, 2018 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (14 ) 49 Leasehold improvements 53 (8 ) 45 Computer hardware and software 115 (108 ) 7 Alaska, USA Machinery, and equipment 3,178 (2,939 ) 239 Vehicles 348 (327 ) 21 Computer hardware and software 35 (33 ) 2 3,792 (3,429 ) 363 in thousands of dollars November 30, 2017 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (4 ) 59 Leasehold improvements 85 (34 ) 51 Computer hardware and software 108 (105 ) 3 Alaska, USA Machinery, and equipment 3,178 (2,855 ) 323 Vehicles 348 (309 ) 39 Computer hardware and software 35 (32 ) 3 3,817 (3,339 ) 478 |
Mineral properties and develo_2
Mineral properties and development costs (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Mineral Industries Disclosures [Abstract] | |
Schedule of Mineral Properties and Development Costs [Table Text Block] | in thousands of dollars November 30, 2017 $ Acquisition costs $ August 31, 2018 $ Alaska, USA Ambler (a) 26,587 - 26,587 Bornite (b) 4,000 - 4,000 30,587 - 30,587 in thousands of dollars November 30, 2016 $ Acquisition costs $ November 30, 2017 $ Alaska, USA Ambler (a) 26,586 1 26,587 Bornite (b) 4,000 - 4,000 30,586 - 30,587 (a) Ambler On January 11, 2010, NovaGold Resources Inc. (“NovaGold”), through Alaska Gold Company (“AGC”), at the time a wholly-owned NovaGold subsidiary, purchased 100% of the Ambler lands in Northwest Alaska, which contains the copper-zinc-lead-gold-silver Arctic Project and other mineralized targets within the volcanogenic massive sulfide belt, through a series of cash and share payments. Total fair value of the consideration was $26.6 million. The vendor retained a 1% net smelter return royalty that the Company can purchase at any time for a one-time payment of $10.0 million. The Ambler lands were acquired on October 17, 2011 by Trilogy Metals US through a purchase and sale agreement with AGC. On October 24, 2011, NovaGold transferred its ownership of Trilogy Metals US to the Company, then itself a wholly owned subsidiary of NovaGold, which was subsequently spun-out to NovaGold shareholders and publicly listed on April 30, 2012 (“NovaGold Arrangement”). (b) Bornite On October 19, 2011, Trilogy Metals US acquired the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc. (“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska. As consideration, Trilogy Metals US paid $4 million to acquire the right to explore and develop the combined Upper Kobuk Mineral Projects through an Exploration Agreement and Option to Lease with NANA. Upon a decision to proceed with construction of a mine on the lands, NANA maintains the right to purchase between a 16%-25% ownership interest in the mine or retain a 15% net proceeds royalty which is payable after Trilogy Metals US has recovered certain historical costs, including capital and cost of capital. Should NANA elect to purchase an ownership interest, consideration will be payable equal to all historical costs incurred on the properties at the elected percentage purchased less $40 million, not to be less than zero. The parties would form a joint venture and be responsible for all future costs, including capital costs of the mine based on their pro-rata share. NANA would also be granted a net smelter return royalty of between 1% and 2.5% upon the execution of a mining lease or a surface use agreement, the amount of which is determined by the classification of land from which production originates. |
Schedule of Mineral Property Expenses [Table Text Block] | In thousands of dollars Three months ended August 31, 2018 $ Three months ended August 31, 2017 $ Nine months ended August 31, 2018 $ Nine months ended August 31, 2017 $ Alaska, USA Community 81 67 324 201 Drilling 3,624 3,194 3,804 3,284 Engineering 259 1,085 785 1,508 Environmental 326 122 488 181 Geochemistry and geophysics 420 146 1,066 151 Land and permitting 118 215 463 667 Project support 2,703 2,307 3,381 2,641 Other income - (26 ) (20 ) (26 ) Wages and benefits 1,520 1,361 2,366 1,800 Mineral property expense 9,051 8,471 12,657 10,407 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | in thousands of dollars August 31, 2018 $ November 30, 2017 $ Trade accounts payable 3,021 2,767 Accrued liabilities 838 1,293 Accrued salaries and vacation 105 189 Accounts payable and accrued liabilities 3,964 4,249 |
Share capital (Tables)
Share capital (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2016 105,286,469 136,357 Exercise of options 188,856 85 Restricted Share Units 209,198 83 November 30, 2017 105,684,523 136,525 Bought deal financing 24,784,482 28,750 Share issuance costs - (1,805 ) Exercise of options 263,928 105 Restricted Share Units 800,000 457 NovaGold DSU Conversion 1,020 2 August 31, 2018, issued and outstanding 131,533,953 164,034 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | August 31, 2018 Risk-free interest rates 1.59 % Exercise price CAD$ 1.18 Expected life 3.0 years Expected volatility 77.9 % Expected dividends Nil |
Share-based Compensation, Stock Options, Activity [Table Text Block] | August 31, 2018 Number of options Weighted average exercise price $ Balance – beginning of the year 7,127,500 0.54 Granted 2,395,000 0.88 Exercised (412,732 ) 0.58 Forfeited (70,000 ) 1.10 Expired (25,000 ) 1.52 Balance – end of period 9,014,768 0.62 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Outstanding Exercisable Unvested Range of price Number of outstanding options Weighted average years to expiry Weighted average exercise price $ Number of exercisable options Weighted average exercise price $ Number of unvested options $0.34 to $0.50 4,006,433 1.95 0.40 4,006,433 0.40 - $0.51 to $1.00 4,663,335 3.15 0.74 3,329,993 0.75 1,333,342 $1.01 to $1.49 345,000 4.84 1.47 91,666 1.19 253,334 9,014,768 2.68 0.62 7,428,092 0.57 1,586,676 |
Schedule Of Restricted Share Units and Deferred Share Units plans [Table Text Block] | Number of RSUs Number of DSUs Balance – beginning of the year 600,002 1,041,231 Granted 600,000 109,670 Vested/paid (800,000 ) - Balance – end of period 400,002 1,150,901 |
Schedule of Warrants, Activity [Table Text Block] | Number of warrants Years to expiry Exercise price $ Balance – beginning of the year 6,521,740 1.60 1.60 Balance – end of period 6,521,740 0.84 1.52 |
Financial instruments (Tables)
Financial instruments (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Financial Instruments [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | in thousands of dollars Total $ < 1 Year $ 1–2 Years $ 2–5 Years $ Thereafter $ Accounts payable and accrued liabilities 3,964 3,964 - - - Office lease (note 9) 1,128 175 182 596 175 5,092 4,139 182 596 175 |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | in thousands of dollars August 31, 2018 $ November 30, 2017 $ Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Current investments – shares - - - 2,516 - - |
Commitment (Tables)
Commitment (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments [Table Text Block] | in thousands of dollars August 31, 2018 $ One year 175 Years 2 through 5 778 Beyond 5 years 175 Total 1,128 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) $ in Millions | Sep. 01, 2016CAD ($)shares | Apr. 20, 2018 | Aug. 31, 2018USD ($)shares | Aug. 31, 2017USD ($)shares |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | 1,000,000 | |||
Noncash or Part Noncash Acquisition, Investments Acquired Shares | 5,000,000 | |||
Sale of Stock, Number of Shares Issued in Transaction | 2,365,000 | 1,519,000 | ||
Sale of Stock, Consideration Received on Transaction | $ | $ 2.3 | $ 2.2 | ||
Trading Securities, Realized Loss | $ | 0.3 | 0.2 | ||
Trading Securities, Change in Unrealized Holding Gain (Loss) | $ | $ 0 | $ (1.3) | ||
Warrant Expiration Date | Jul. 2, 2019 | Sep. 1, 2018 | ||
GoldMining Inc [Member] | ||||
Noncash or Part Noncash Acquisition, Shares Held | 0 | 3,371,000 | ||
Noncash or Part Noncash Acquisition, Warrants Held | 1,000,000 | 1,000,000 | ||
Sunward Investments [Member] | ||||
Class Of Warrant Or Right Grants In Period Exercise Price | $ | $ 3.50 |
Investments (Schedule Of Design
Investments (Schedule Of Designated As Held-For-Trading Financial Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Current investments | $ 0 | $ 2,516 |
Plant and equipment (Details)
Plant and equipment (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Cost | $ 3,792 | $ 3,817 |
Accumulated amortization | (3,429) | (3,339) |
Net | 363 | 478 |
Furniture and equipment [Member] | British Columbia, Canada [Member] | ||
Cost | 63 | 63 |
Accumulated amortization | (14) | (4) |
Net | 49 | 59 |
Leasehold improvements [Member] | British Columbia, Canada [Member] | ||
Cost | 53 | 85 |
Accumulated amortization | (8) | (34) |
Net | 45 | 51 |
Computer hardware and software [Member] | British Columbia, Canada [Member] | ||
Cost | 115 | 108 |
Accumulated amortization | (108) | (105) |
Net | 7 | 3 |
Computer hardware and software [Member] | Alaska, USA [Member] | ||
Cost | 35 | 35 |
Accumulated amortization | (33) | (32) |
Net | 2 | 3 |
Machinery, and equipment[Member] | Alaska, USA [Member] | ||
Cost | 3,178 | 3,178 |
Accumulated amortization | (2,939) | (2,855) |
Net | 239 | 323 |
Vehicles [Member] | Alaska, USA [Member] | ||
Cost | 348 | 348 |
Accumulated amortization | (327) | (309) |
Net | $ 21 | $ 39 |
Mineral properties and develo_3
Mineral properties and development costs (Narrative) (Details) - USD ($) $ in Thousands | Apr. 10, 2017 | Oct. 19, 2011 | Jan. 11, 2010 | Oct. 31, 2017 | Oct. 19, 2011 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Nov. 30, 2017 | Aug. 31, 2018 |
Mineral properties expense | $ 9,051 | $ 8,471 | $ 12,657 | $ 10,407 | |||||||
Maximum Subscription Price | $ 150,000 | ||||||||||
Cost, Maintenance | 10,000 | ||||||||||
Proceeds from Contributions from Affiliates | 10,435 | $ 10,000 | |||||||||
Payments to Acquire Projects | $ 5,000 | ||||||||||
Approximations | |||||||||||
Payments for mineral property | $ 121,600 | ||||||||||
Acquisition costs | 30,600 | ||||||||||
Mineral properties expense | $ 91,000 | ||||||||||
Titiribi Property [Member] | |||||||||||
Proceeds from Contributions from Affiliates | $ 400 | 10,400 | $ 10,000 | ||||||||
Proceeds From Advances from Affiliates | $ 800 | ||||||||||
Bornite Property [Member] | |||||||||||
Payments for mineral property | $ 4,000 | ||||||||||
Net proceeds royalty | 15.00% | ||||||||||
Discount on consideration | $ 40,000 | $ 40,000 | |||||||||
Bornite Property [Member] | Minimum [Member] | |||||||||||
Mineral property interest percentage | 16.00% | 16.00% | |||||||||
Net smelter return royalty | 1.00% | ||||||||||
Bornite Property [Member] | Maximum [Member] | |||||||||||
Mineral property interest percentage | 25.00% | 25.00% | |||||||||
Net smelter return royalty | 2.50% | ||||||||||
Ambler Property [Member] | |||||||||||
Mineral property interest percentage | 100.00% | ||||||||||
Mineral property, fair value of consideration | $ 26,600 | ||||||||||
Net smelter return royalty | 1.00% | ||||||||||
Purchase price of the net smelter royalty | $ 10,000 |
Schedule of Mineral Properties
Schedule of Mineral Properties and Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Nov. 30, 2017 | Nov. 30, 2016 | ||
Mineral properties and development costs | $ 30,587 | $ 30,587 | ||
Alaska, USA [Member] | ||||
Acquisition costs | 0 | 0 | ||
Mineral properties and development costs | 30,587 | 30,587 | $ 30,586 | |
Ambler Propertyss [Member] | Alaska, USA [Member] | ||||
Acquisition costs | [1] | 0 | 1 | |
Mineral properties and development costs | [1] | 26,587 | 26,587 | 26,586 |
Bornite Propertys [Member] | Alaska, USA [Member] | ||||
Acquisition costs | [2] | 0 | 0 | |
Mineral properties and development costs | [2] | $ 4,000 | $ 4,000 | $ 4,000 |
[1] | On January 11, 2010, NovaGold Resources Inc. (“NovaGold”), through Alaska Gold Company (“AGC”), at the time a wholly-owned NovaGold subsidiary, purchased 100% of the Ambler lands in Northwest Alaska, which contains the copper-zinc-lead-gold-silver Arctic Project and other mineralized targets within the volcanogenic massive sulfide belt, through a series of cash and share payments. Total fair value of the consideration was $26.6 million. The vendor retained a 1% net smelter return royalty that the Company can purchase at any time for a one-time payment of $10.0 million. The Ambler lands were acquired on October 17, 2011 by Trilogy Metals US through a purchase and sale agreement with AGC. On October 24, 2011, NovaGold transferred its ownership of Trilogy Metals US to the Company, then itself a wholly owned subsidiary of NovaGold, which was subsequently spun-out to NovaGold shareholders and publicly listed on April 30, 2012 (“NovaGold Arrangement”). | |||
[2] | On October 19, 2011, Trilogy Metals US acquired the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc. (“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska. As consideration, Trilogy Metals US paid $4 million to acquire the right to explore and develop the combined Upper Kobuk Mineral Projects through an Exploration Agreement and Option to Lease with NANA. Upon a decision to proceed with construction of a mine on the lands, NANA maintains the right to purchase between a 16%-25% ownership interest in the mine or retain a 15% net proceeds royalty which is payable after Trilogy Metals US has recovered certain historical costs, including capital and cost of capital. Should NANA elect to purchase an ownership interest, consideration will be payable equal to all historical costs incurred on the properties at the elected percentage purchased less $40 million, not to be less than zero. The parties would form a joint venture and be responsible for all future costs, including capital costs of the mine based on their pro-rata share. NANA would also be granted a net smelter return royalty of between 1% and 2.5% upon the execution of a mining lease or a surface use agreement, the amount of which is determined by the classification of land from which production originates. |
Schedule of Mineral Property Ex
Schedule of Mineral Property Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Mineral property expense | $ 9,051 | $ 8,471 | $ 12,657 | $ 10,407 |
Alaska, USA [Member] | ||||
Community | 81 | 67 | 324 | 201 |
Drilling | 3,624 | 3,194 | 3,804 | 3,284 |
Engineering | 259 | 1,085 | 785 | 1,508 |
Environmental | 326 | 122 | 488 | 181 |
Geochemistry and geophysics | 420 | 146 | 1,066 | 151 |
Land and permitting | 118 | 215 | 463 | 667 |
Project support | 2,703 | 2,307 | 3,381 | 2,641 |
Other income | 0 | (26) | (20) | (26) |
Wages and benefits | $ 1,520 | $ 1,361 | $ 2,366 | $ 1,800 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Trade accounts payable | $ 3,021 | $ 2,767 |
Accrued liabilities | 838 | 1,293 |
Accrued salaries and vacation | 105 | 189 |
Accounts payable and accrued liabilities | $ 3,964 | $ 4,249 |
Share capital (Narrative) (Deta
Share capital (Narrative) (Details) | 1 Months Ended | 9 Months Ended | |||||||
Apr. 20, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares | Dec. 27, 2017shares | Aug. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2018USD ($)$ / shares$ / sharesshares | Aug. 31, 2017USD ($)shares | Aug. 31, 2017USD ($)$ / shares | Aug. 31, 2018$ / shares | Nov. 30, 2017$ / shares | |
Stock options granted, weighted average exericse price | $ / shares | $ 1.15 | $ 0.72 | |||||||
Stock-based compensation | $ 1,277,000 | $ 603,000 | |||||||
Non-vested stock options outstanding | shares | 9,014,768 | 9,014,768 | |||||||
Weighted average exercise price options outstanding | $ / shares | $ 0.62 | $ 0.62 | |||||||
Aggregate intrinsic value, vested options | $ 9,200,000 | $ 9,200,000 | 2,800,000 | $ 2,800,000 | |||||
Aggregate intrinsic value, options exercised | 400,000 | 150,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested , Number | shares | 800,000 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | shares | 800,000 | ||||||||
Stock Issued During Period, Value, New Issues | 28,750,000 | ||||||||
Legal Fees | $ 1,800,000 | ||||||||
Proceeds from Issuance of Common Stock | 26,900,000 | $ (1,805,000) | 0 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.52 | $ 1.52 | $ 1.60 | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 90,000 | ||||||||
Warrant Expiration Date | Jul. 2, 2019 | Sep. 1, 2018 | |||||||
Common Stock [Member] | |||||||||
Stock-based compensation | $ 0 | 0 | |||||||
Stock Issued During Period, Value, New Issues | $ 28,800,000 | $ 28,750,000 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 24,784,482 | 24,784,482 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 1.16 | ||||||||
Non-Vested Options [Member] | |||||||||
Non-vested stock options outstanding | shares | 1,586,676 | 1,586,676 | |||||||
Weighted average exercise price options outstanding | $ / shares | $ 0.85 | ||||||||
Number of DSU's [Member] | |||||||||
Common stock committed for issuance | shares | 11,927 | 11,927 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,988 | 1,988 | |||||||
Stock Compensation Plan [Member] | |||||||||
Stock-based compensation | $ 560,000 | $ 290,000 | |||||||
Approximationss [Member] | Non-Vested Options [Member] | |||||||||
Stock option expense | $ 640,000 | ||||||||
Officer [Member] | Restricted Stock Units (RSUs) [Member] | First Vesting Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 300,000 | ||||||||
Officer [Member] | Restricted Stock Units (RSUs) [Member] | Second Vesting Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 300,000 | ||||||||
New Employees [Member] | |||||||||
Stock options granted, weighted average exericse price | $ / shares | $ 0.43 | ||||||||
Stock options granted | shares | 2,395,000 | 1,695,000 | |||||||
Directors, Employees and Services Providers [Member] | |||||||||
Stock-based compensation | $ 710,000 | $ 310,000 |
Schedule of Common Shares Issue
Schedule of Common Shares Issued and Outstanding (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 20, 2018 | Aug. 31, 2018 | Nov. 30, 2017 | |
Number of shares | 105,684,523 | 105,286,469 | |
Ascribed value | $ 136,525 | $ 136,357 | |
Bought deal financing | 28,750 | ||
Share issuance costs | (1,805) | ||
Exercise of options (shares) | 188,856 | ||
Exercise of options | $ 85 | ||
Restricted Share Units (Shares) | 209,198 | ||
Restricted Share Units | $ 83 | ||
NovaGold DSU Conversion | $ 0 | ||
Number of shares | 131,533,953 | 105,684,523 | |
Ascribed value | $ 164,034 | $ 136,525 | |
Share capital [Member] | |||
Bought deal financing (Shares) | 24,784,482 | 24,784,482 | |
Bought deal financing | $ 28,800 | $ 28,750 | |
Share issuance costs | $ (1,805) | ||
Exercise of options (shares) | 263,928 | ||
Exercise of options | $ 105 | ||
Restricted Share Units (Shares) | 800,000 | ||
Restricted Share Units | $ 457 | ||
NovaGold DSU Conversion (Shares) | 1,020 | ||
NovaGold DSU Conversion | $ 2 |
Schedule of fair value of the s
Schedule of fair value of the stock options,Valuation Assumptions (Details) | 9 Months Ended |
Aug. 31, 2018$ / shares | |
Risk-free interest rates | 1.59% |
Exercise price | $ 1.18 |
Expected life | 3 years |
Expected volatility | 77.90% |
Expected dividends |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 9 Months Ended | ||
Aug. 31, 2018$ / sharesshares | Aug. 31, 2018$ / sharesshares | Aug. 31, 2017$ / shares | |
Weighted average exercise price, Granted | $ 1.15 | $ 0.72 | |
Balance - End of Period, Number of stock options | shares | 9,014,768 | 9,014,768 | |
Balance - End of Period, Weighted average exercise price | $ 0.62 | ||
Stock option [Member] | |||
Balance – beginning of the year, Number of stock Options | shares | 7,127,500 | 7,127,500 | |
Balance – beginning of the year, Weighted average exercise price | $ 0.54 | ||
Number of options, Granted | shares | 2,395,000 | 2,395,000 | |
Weighted average exercise price, Granted | $ 0.88 | ||
Number of options, Exercised | shares | (412,732) | (412,732) | |
Weighted average exercise price, Exercised | $ 0.58 | ||
Number of options, Forfeited | shares | (70,000) | (70,000) | |
Weighted average exercise price, Forfeited | $ 1.10 | ||
Number of options, Expired | shares | (25,000) | (25,000) | |
Weighted average exercise price, Expired | $ 1.52 | ||
Balance - End of Period, Number of stock options | shares | 9,014,768 | 9,014,768 | |
Balance - End of Period, Weighted average exercise price | $ 0.62 |
Schedule of Disclosure of Stock
Schedule of Disclosure of Stock Options Outstanding (Details) | 9 Months Ended |
Aug. 31, 2018$ / sharesshares | |
Number of outstanding options | 9,014,768 |
Weighted average years to expiry | 2 years 8 months 5 days |
Weighted average exercise price options outstanding | $ / shares | $ 0.62 |
Number of exercisable options | 7,428,092 |
Weighted average exercise price exercisable | $ / shares | $ 0.57 |
Number of unvested options | 1,586,676 |
Range 1 [Member] | |
Number of outstanding options | 4,006,433 |
Weighted average years to expiry | 1 year 11 months 12 days |
Weighted average exercise price options outstanding | $ / shares | $ 0.40 |
Number of exercisable options | 4,006,433 |
Weighted average exercise price exercisable | $ / shares | $ 0.40 |
Number of unvested options | 0 |
Range 2 [Member] | |
Number of outstanding options | 4,663,335 |
Weighted average years to expiry | 3 years 1 month 24 days |
Weighted average exercise price options outstanding | $ / shares | $ 0.74 |
Number of exercisable options | 3,329,993 |
Weighted average exercise price exercisable | $ / shares | $ 0.75 |
Number of unvested options | 1,333,342 |
Range 3 [Member] | |
Number of outstanding options | 345,000 |
Weighted average years to expiry | 4 years 10 months 2 days |
Weighted average exercise price options outstanding | $ / shares | $ 1.47 |
Number of exercisable options | 91,666 |
Weighted average exercise price exercisable | $ / shares | $ 1.19 |
Number of unvested options | 253,334 |
Schedule of Unit Plans and Chan
Schedule of Unit Plans and Changes Activity (Details) | 9 Months Ended |
Aug. 31, 2018shares | |
Number of RSU's [Member] | |
Balance – beginning of the year | 600,002 |
Granted | 600,000 |
Vested/paid | (800,000) |
Balance - end of period | 400,002 |
Number of DSU's [Member] | |
Balance – beginning of the year | 1,041,231 |
Granted | 109,670 |
Vested/paid | 0 |
Balance - end of period | 1,150,901 |
Schedule of Warrants, Activity
Schedule of Warrants, Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Aug. 31, 2018 | Nov. 30, 2017 | |
Balance – beginning of the year | 6,521,740 | |
Weighted average years to expiry | 10 months 2 days | 1 year 7 months 6 days |
Weighted average exercise price | $ 1.52 | $ 1.60 |
Balance - end of period | 6,521,740 |
Financial instruments (Narrativ
Financial instruments (Narrative) (Details) $ in Thousands, $ in Millions | 3 Months Ended | ||
Aug. 31, 2018USD ($) | Aug. 31, 2018CAD ($) | Nov. 30, 2017USD ($) | |
Deposits and prepaid amounts | $ 646 | $ 837 | |
Interest rate loss | $ 300 | ||
Canadian Limit Due to Currency Risk [Member] | |||
Cash | $ 1 | ||
Deposits and prepaid amounts | 0.1 | ||
Accounts payable | $ 0.5 | ||
Change in foreign exchange rate | 10.00% | 10.00% | |
Foreign currency net loss | $ 100 | ||
Change in interest rate | 1.00% |
Schedule of Contractually Oblig
Schedule of Contractually Obligated Cash Flow Requirements (Details) $ in Thousands | Aug. 31, 2018USD ($) |
Total | $ 5,092 |
Within 1 Year | 4,139 |
1 - 2 Years | 182 |
2 - 5 Years | 596 |
Thereafter | 175 |
Accounts payable and accrued liabilities [Member] | |
Total | 3,964 |
Within 1 Year | 3,964 |
1 - 2 Years | 0 |
2 - 5 Years | 0 |
Thereafter | 0 |
Office lease [Member] | |
Total | 1,128 |
Within 1 Year | 175 |
1 - 2 Years | 182 |
2 - 5 Years | 596 |
Thereafter | $ 175 |
Schedule of financial assets an
Schedule of financial assets and liabilities that are measured and recognized at fair value (Details) - Shares [Member] - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Fair Value, Inputs, Level 1 [Member] | ||
Current investments – shares | $ 0 | $ 2,516 |
Fair Value, Inputs, Level 2 [Member] | ||
Current investments – shares | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Current investments – shares | $ 0 | $ 0 |
Commitment (Details)
Commitment (Details) $ in Thousands | Aug. 31, 2018USD ($) |
One year | $ 175 |
Years 2 through 5 | 778 |
Beyond 5 years | 175 |
Total | $ 1,128 |