Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
May 31, 2019 | Jul. 08, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | May 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Trilogy Metals Inc. | |
Entity Central Index Key | 0001543418 | |
Current Fiscal Year End Date | --11-30 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | TMQ | |
Security Exchange Name | NYSE | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Shares | |
Entity Common Stock, Shares Outstanding | 138,905,097 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2019 | Nov. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 25,806 | $ 22,991 |
Accounts receivable | 171 | 23 |
Deposits and prepaid amounts | 1,513 | 619 |
Total Current Assets | 27,490 | 23,633 |
Rent deposit | 114 | 114 |
Plant and equipment (note 3) | 250 | 325 |
Mineral properties and development costs (note 4) | 30,587 | 30,587 |
Total Assets | 58,441 | 54,659 |
Current liabilities | ||
Accounts payable and accrued liabilities (note 5) | 1,481 | 1,657 |
Current liabilities | 1,481 | 1,657 |
Mineral properties purchase option (note 4(c)) | 31,000 | 20,800 |
Total Liabilities | 32,481 | 22,457 |
Shareholders' equity | ||
Share capital (note 6) – unlimited common shares authorized, no par value Issued -132,143,407 (2018 – 131,585,612) | 164,574 | 164,069 |
Warrants (note 6(c)) | 2,253 | 2,253 |
Contributed surplus | 122 | 122 |
Contributed surplus – options (note 6(a)) | 20,936 | 19,076 |
Contributed surplus – units (note 6(b)) | 1,727 | 1,489 |
Deficit | (163,652) | (154,807) |
Total Stockholders' Equity | 25,960 | 32,202 |
Total Liabilities and Stockholders' Equity | $ 58,441 | $ 54,659 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
May 31, 2019 | Nov. 30, 2018 | |
Common Stock, Shares Authorized, Unlimited | Unlimited | Unlimited |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 132,143,407 | 131,585,612 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Expenses | ||||
Amortization | $ 38 | $ 42 | $ 75 | $ 83 |
Foreign exchange loss (gain) | 5 | 19 | (29) | (44) |
General and administrative | 436 | 454 | 928 | 799 |
Investor relations | 175 | 138 | 292 | 202 |
Mineral properties expense (note 4(d)) | 2,906 | 2,475 | 4,441 | 3,606 |
Professional fees | 153 | 114 | 244 | 273 |
Salaries | 282 | 223 | 563 | 452 |
Salaries – stock-based compensation | 664 | 151 | 2,603 | 1,073 |
Total expenses | 4,659 | 3,616 | 9,117 | 6,444 |
Other items | ||||
Loss on held for trading investments | 0 | 125 | 0 | 260 |
Interest and other income | (150) | (77) | (272) | (94) |
Loss and comprehensive loss for the period | $ 4,509 | $ 3,664 | $ 8,845 | $ 6,610 |
Basic and diluted loss per common share | $ 0.04 | $ 0.03 | $ 0.07 | $ 0.06 |
Weighted average number of common shares outstanding | 132,095,920 | 117,583,238 | 132,007,414 | 111,989,192 |
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, 2017 | $ 25,665 | $ 136,525 | $ 2,163 | $ 124 | $ 18,402 | $ 1,319 | $ (132,868) |
Beginning Balance (Shares) at Nov. 30, 2017 | 105,684,523 | ||||||
Exercise of options | 0 | $ 29 | 0 | 0 | (29) | 0 | 0 |
Exercise of options (Shares) | 50,753 | ||||||
Restricted Share Units | 0 | $ 457 | 0 | 0 | 0 | (457) | 0 |
Restricted Share Units (Shares) | 800,000 | ||||||
Stock-based compensation | 922 | $ 0 | 0 | 0 | 484 | 438 | 0 |
Loss for the period | (2,946) | 0 | 0 | 0 | 0 | 0 | (2,946) |
Ending Balance at Feb. 28, 2018 | 23,641 | $ 137,011 | 2,163 | 124 | 18,857 | 1,300 | (135,814) |
Ending Balance (Shares) at Feb. 28, 2018 | 106,535,276 | ||||||
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 | ||||||
Loss for the period | (6,610) | ||||||
Ending Balance at May. 31, 2018 | 47,059 | $ 163,947 | 2,253 | 124 | 18,942 | 1,361 | (139,568) |
Ending Balance (Shares) at May. 31, 2018 | 131,348,458 | ||||||
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 8) | $ 28,750 | ||||||
Bought deal financing (Note 8) (Shares) | 24,784,482 | ||||||
Share issuance costs | $ (1,805) | ||||||
Ending Balance at Nov. 30, 2018 | 32,202 | $ 164,069 | 2,253 | 122 | 19,076 | 1,489 | (154,807) |
Ending Balance (Shares) at Nov. 30, 2018 | 131,585,612 | ||||||
Beginning Balance at Feb. 28, 2018 | 23,641 | $ 137,011 | 2,163 | 124 | 18,857 | 1,300 | (135,814) |
Beginning Balance (Shares) at Feb. 28, 2018 | 106,535,276 | ||||||
Bought-deal financing (note 8) | 28,750 | $ 28,750 | 90 | 0 | 0 | 0 | (90) |
Bought deal financing (Note 8) (Shares) | 24,784,482 | ||||||
Share issuance costs | (1,819) | $ (1,819) | 0 | 0 | 0 | 0 | 0 |
Exercise of options | 0 | $ 5 | 0 | 0 | (5) | 0 | 0 |
Exercise of options (Shares) | 28,700 | ||||||
Stock-based compensation | 151 | $ 0 | 0 | 0 | 90 | 61 | 0 |
Loss for the period | (3,664) | 0 | 0 | 0 | 0 | 0 | (3,664) |
Ending Balance at May. 31, 2018 | 47,059 | $ 163,947 | 2,253 | 124 | 18,942 | 1,361 | (139,568) |
Ending Balance (Shares) at May. 31, 2018 | 131,348,458 | ||||||
Beginning Balance at Nov. 30, 2018 | 32,202 | $ 164,069 | 2,253 | 122 | 19,076 | 1,489 | (154,807) |
Beginning Balance (Shares) at Nov. 30, 2018 | 131,585,612 | ||||||
Exercise of options | 0 | $ 28 | 0 | 0 | (28) | 0 | 0 |
Exercise of options (Shares) | 44,230 | ||||||
Restricted Share Units | 0 | $ 424 | 0 | 0 | 0 | (424) | 0 |
Restricted Share Units (Shares) | 412,501 | ||||||
Stock-based compensation | 1,939 | $ 0 | 0 | 0 | 1,586 | 353 | 0 |
Loss for the period | (4,336) | 0 | 0 | 0 | 0 | 0 | (4,336) |
Ending Balance at Feb. 28, 2019 | 29,805 | $ 164,521 | 2,253 | 122 | 20,634 | 1,418 | (159,143) |
Ending Balance (Shares) at Feb. 28, 2019 | 132,042,343 | ||||||
Beginning Balance at Nov. 30, 2018 | 32,202 | $ 164,069 | 2,253 | 122 | 19,076 | 1,489 | (154,807) |
Beginning Balance (Shares) at Nov. 30, 2018 | 131,585,612 | ||||||
Loss for the period | (8,845) | ||||||
Ending Balance at May. 31, 2019 | 25,960 | $ 164,574 | 2,253 | 122 | 20,936 | 1,727 | (163,652) |
Ending Balance (Shares) at May. 31, 2019 | 132,143,407 | ||||||
Beginning Balance at Feb. 28, 2019 | 29,805 | $ 164,521 | 2,253 | 122 | 20,634 | 1,418 | (159,143) |
Beginning Balance (Shares) at Feb. 28, 2019 | 132,042,343 | ||||||
Exercise of options | 0 | $ 53 | 0 | 0 | (53) | 0 | 0 |
Exercise of options (Shares) | 101,064 | ||||||
Stock-based compensation | 664 | $ 0 | 0 | 0 | 355 | 309 | 0 |
Loss for the period | (4,509) | 0 | 0 | 0 | 0 | 0 | (4,509) |
Ending Balance at May. 31, 2019 | $ 25,960 | $ 164,574 | $ 2,253 | $ 122 | $ 20,936 | $ 1,727 | $ (163,652) |
Ending Balance (Shares) at May. 31, 2019 | 132,143,407 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Cash flows used in operating activities | ||
Loss for the period | $ (8,845) | $ (6,610) |
Items not affecting cash | ||
Amortization | 75 | 83 |
Loss on held for trading investments | 0 | 260 |
Unrealized foreign exchange loss (gain) | 8 | (64) |
Stock-based compensation | 2,603 | 1,073 |
Net change in non-cash working capital | ||
Decrease (Increase) in accounts receivable | (148) | 441 |
Increase in deposits and prepaid amounts | (894) | (67) |
Decrease in accounts payable and accrued liabilities | (176) | (1,682) |
Net Cash Provided by (Used in) Operating Activities | (7,377) | (6,566) |
Cash flows from (used in) financing activities | ||
Proceeds from bought deal financing | 0 | 28,750 |
Share issuance cost | 0 | (1,819) |
Net Cash Provided by (Used in) Financing Activities | 0 | 26,931 |
Cash flows from investing activities | ||
Acquisition of plant & equipment | 0 | (13) |
Mineral properties funding (note 4 (c)) | 10,200 | 9,635 |
Proceeds from the sale of investments, net of fees | 0 | 2,080 |
Net Cash Provided by (Used in) Investing Activities | 10,200 | 11,702 |
Increase in cash and cash equivalents | 2,823 | 32,067 |
Effect of exchange rate on cash and cash equivalents | (8) | 11 |
Cash and cash equivalents – beginning of period | 22,991 | 5,391 |
Cash and cash equivalents – end of period | $ 25,806 | $ 37,469 |
Nature of operations
Nature of operations | 6 Months Ended |
May 31, 2019 | |
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 | 6 Months Ended |
May 31, 2019 | |
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. These 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 May 31, 2019 and our results of operations and cash flows for the six months ended May 31, 2019 and May 31, 2018. The results of operations for the six months ended May 31, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2019. 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, 2018 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 11, 2019. These financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on July 8, 2019. Accounting standards adopted i. Financial instruments In March 2016, the FASB issued new guidance on classifying and measuring financial instruments (“ASU 2016-01”). This update is effective for annual reporting periods beginning after December 15, 2017. The Company adopted the provisions of this guidance effective November 1, 2018. As the Company’s investments in equity instruments were previously classified at fair value with the change in fair value recorded to the statement of loss and comprehensive loss, the new guidance does not impact the Company’s accounting or reporting results. Recent accounting pronouncements ii. 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 Trilogy 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. |
Plant and equipment
Plant and equipment | 6 Months Ended |
May 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Plant and equipment [Text Block] | 3 Plant and equipment in thousands of dollars May 31, 2019 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (23 ) 40 Leasehold improvements 53 (14 ) 39 Computer hardware and software 115 (111 ) 4 Alaska, USA Machinery, and equipment 3,178 (3,014 ) 164 Vehicles 348 (346 ) 2 Computer hardware and software 35 (34 ) 1 3,792 (3,542 ) 250 in thousands of dollars November 30, 2018 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (17 ) 46 Leasehold improvements 53 (10 ) 43 Computer hardware and software 115 (109 ) 6 Alaska, USA Machinery, and equipment 3,178 (2,964 ) 214 Vehicles 348 (333 ) 15 Computer hardware and software 35 (34 ) 1 3,792 (3,467 ) 325 |
Mineral properties and developm
Mineral properties and development costs | 6 Months Ended |
May 31, 2019 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Industries Disclosures [Text Block] | 4 Mineral properties and development costs in thousands of dollars November 30, 2018 $ Acquisition costs $ May 31, 2019 $ Alaska, USA Ambler (a) 26,587 - 26,587 Bornite (b) 4,000 - 4,000 30,587 - 30,587 in thousands of dollars November 30, 2017 $ Acquisition costs $ November 30, 2018 $ Alaska, USA Ambler (a) 26,587 - 26,587 Bornite (b) 4,000 - 4,000 30,587 - 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., a wholly-owned subsidiary of South32 Limited, which agreement was later assigned by South32 Operations to its affiliate, South32 USA Exploration Inc. (“South32”) on the UKMP (“Option Agreement”). Under the terms of the Option Agreement, as amended, Trilogy Metals US granted South32 the right to form a 50/50 joint venture to hold all of Trilogy Metals US’ Alaskan assets. 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 and jointly held, limited liability company (“LLC”). 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 in accordance with an approved program by a technical committee with equal representation from Trilogy and South32. South32 may exercise its option at any time over the three-year period to enter into the 50/50 joint venture. To subscribe for 50% of the JV, South32 must contribute a minimum of $150 million, plus (i) any amounts Trilogy spends on matched parallel funding to a maximum of $16 million over the three year period and (ii) $5 million if the option exercised between April 1, 2018 and March 31, 2019 or $10 million if the option is exercised between April 1, 2019 and the expiration date of the option, less the amount of the initial funding contributed by South32 (the “Subscription Price”). South32 has now funded the full three-year option period. South32 has until the end of January 2020 to exercise the option to form the JV LLC and make the subscription payment. Should South32 not make its annual minimum payment or elect to withdraw, the option will lapse and South32 will have no claim to ownership or the funds it had already spent 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 year ended November 30, 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. During the ended February 28, 2019, the Company received payments totaling $10.2 million following the approval of the year 3 program and budget, including $1 million funding for the approved regional exploration program. The receipt of the year 3 funding represents receipt of the final tranche of funding from South32. 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 payments received from South32 as deferred consideration for the purchase of the UKMP interest. At such time as the option is exercised, the $31.0 million of payments received will be recognized as part of the consideration received for the Company’s contribution of the UKMP into JV LLC. If South32 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 remains $nil as at May 31, 2019. (d) Mineral properties expense The following table summarizes mineral properties expense for the noted periods. In thousands of dollars Three months ended May 31, 2019 $ Three months ended May 31, 2018 $ Six months ended May 31, 2019 $ Six months ended May 31, 2018 $ Alaska, USA Community 146 154 264 244 Drilling 173 180 173 180 Engineering 303 186 624 505 Environmental 136 81 271 169 Geochemistry and geophysics 593 591 758 646 Land and permitting 174 166 360 359 Project support 778 601 1,004 677 Other income - (2 ) (1 ) (20 ) Wages and benefits 603 518 988 846 Mineral property expense 2,906 2,475 4,441 3,606 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 May 31, 2019 is $99.0 million and cumulative acquisition costs are $30.6 million totaling $129.6 million spent to date. |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 6 Months Ended |
May 31, 2019 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 5 Accounts payable and accrued liabilities in thousands of dollars May 31, 2019 $ November 30, 2018 $ Trade accounts payable 834 400 Accrued liabilities 474 503 Accrued salaries and vacation 173 746 Due to related parties - 8 Accounts payable and accrued liabilities 1,481 1,657 |
Share capital
Share capital | 6 Months Ended |
May 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6 Share capital Authorized: unlimited common shares, no par value In thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2017 105,684,523 136,525 Bought deal financing 24,784,482 28,750 Share issuance costs - (1,805 ) Exercise of options 315,148 140 Restricted share units 800,000 457 NovaGold DSU conversion 1,459 2 November 30, 2018 131,585,612 164,069 Exercise of options 145,294 81 Restricted share units 412,501 424 May 31, 2019, issued and outstanding 132,143,407 164,574 On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”) on record as of the close of business April 27, 2012. When vested, Trilogy committed to deliver one Common Share to the holder for every six shares of NovaGold the holder is entitled to receive, rounded down to the nearest whole number. As of May 31, 2019, there remains 11,927 NovaGold DSUs outstanding representing a right to receive 1,988 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. On April 20, 2018, the Company completed a bought-deal financing for gross proceeds of $28.7 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. (a) Stock options During the period ended May 31, 2019, the Company granted 2,527,500 options (2018 – 2,125,000 options) at a weighted-average exercise price of CAD$2.96 (2018 – CAD$1.04) 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 weighted-average fair value attributable to options granted in the period was $1.08 (2018 - $0.37). For the period ended May 31, 2019, Trilogy recognized a stock-based compensation charge of $1.94 million (2018– $0.58 million) for options granted to directors, employees and service providers, net of estimated forfeitures. The recognized fair value of the stock options granted 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. May 31, 2019 Risk-free interest rates 2.03 % Exercise price CAD$3.01 Expected life 3.0 years Expected volatility 75.0 % Expected dividends Nil As of May 31, 2019, there were 1,841,672 non-vested options outstanding with a weighted average exercise price of $1.79; the non-vested stock option expense not yet recognized was $0.90 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 period ended May 31, 2019 is as follows: May 31, 2019 Number of options Weighted average exercise price $ Balance – beginning of the period 8,821,434 0.60 Granted 2,527,500 2.19 Exercised (219,153 ) 0.77 Balance – end of period 11,129,781 0.95 The following table summarizes information about the stock options outstanding at May 31, 2019. 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 $0.33 to $0.50 3,920,614 1.22 0.38 3,920,614 0.38 - $0.51 to $1.00 4,346,667 2.45 0.71 3,898,331 0.70 448,336 $1.01 to $1.50 225,000 3.87 1.31 125,000 1.22 100,000 $1.51 to $2.00 120,000 4.11 1.79 86,666 1.76 33,334 $2.01 to $2.52 2,517,500 4.53 2.19 1,257,498 2.19 1,260,002 11,129,781 2.53 0.95 9,288,109 0.79 1,841,672 The aggregate intrinsic value of vested share options (the market value less the exercise price) at May 31, 2019 was $17.6 million (2018 - $5.9 million) and the aggregate intrinsic value of exercised options for the six months ended May 31, 2019 was $0.3 million (2018 - $0.1 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 period ended May 31, 2019 is as follows: Number of RSUs Number of DSUs Balance – beginning of the period 400,002 1,182,106 Granted 225,000 104,489 Vested/paid (412,501 ) - Balance – end of period 212,501 1,286,595 For the period ended May 31, 2019, Trilogy recognized a stock-based compensation charge of $0.66 million (2018- $0.49 million), net of estimated forfeitures. As part of the annual incentive payout for the 2018 fiscal year, 225,000 RSUs were granted to officers, vesting half on the grant date and half on the first anniversary of the grant date. RSUs vesting in December 2018 were settled on December 21, 2018 through the issuance of 412,501 common shares. (c) Share Purchase Warrants A summary of the Company’s warrants and changes during the period ended May 31, 2019 is as follows: Number of warrants Years to expiry Exercise price $ Balance – beginning of the period 6,521,740 0.59 1.52 Balance – end of period 6,521,740 0.09 1.52 |
Financial instruments
Financial instruments | 6 Months Ended |
May 31, 2019 | |
Financial Instruments [Abstract] | |
Financial instruments [Text Block] | 7 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 May 31, 2019 is limited to Canadian dollar consisting of cash of CDN$244,000, accounts receivable of CDN$26,000 and accounts payable of CDN$442,000. 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 $13,000. (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 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 May 31, 2019 are as follows: in thousands of dollars Total $ < 1 Year $ 1–2 Years $ 2–5 Years $ Thereafter $ Accounts payable and accrued liabilities 1,481 1,481 - - - 1,481 1,481 - - - (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 May 31, 2019, a 1% change in interest rates would result in a change in net loss of $0.3 million, assuming all other variables remain constant. |
Commitment
Commitment | 6 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment [Text Block] | 8 Commitment The Company has commitments with respect to office and warehouse leases requiring future minimum lease payments as follows: in thousands of dollars May 31, 2019 $ One year 231 Years 2 through 5 457 Beyond 5 years 414 Total 1,102 |
Subsequent events
Subsequent events | 6 Months Ended |
May 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9 Subsequent events On June 28, 2019, the Company announced all its outstanding warrants were exercised in advance of the July 2, 2019 expiry date. As a result of the warrants exercised, the Company issued a total of 6,521,740 common shares and received cash proceeds of approximately $9.9 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
May 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation These consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly-owned subsidiary, NovaCopper US Inc. (dba “Trilogy Metals US”). All significant intercompany transactions are eliminated on consolidation. All figures are in United States dollars unless otherwise noted. References to CAD$ refer to amounts in Canadian dollars. These 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 May 31, 2019 and our results of operations and cash flows for the six months ended May 31, 2019 and May 31, 2018. The results of operations for the six months ended May 31, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2019. 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, 2018 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 11, 2019. These financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on July 8, 2019. |
Accounting standards adopted [Policy Text Block] | Accounting standards adopted i. Financial instruments In March 2016, the FASB issued new guidance on classifying and measuring financial instruments (“ASU 2016-01”). This update is effective for annual reporting periods beginning after December 15, 2017. The Company adopted the provisions of this guidance effective November 1, 2018. As the Company’s investments in equity instruments were previously classified at fair value with the change in fair value recorded to the statement of loss and comprehensive loss, the new guidance does not impact the Company’s accounting or reporting results. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements ii. 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 Trilogy 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. |
Plant and equipment (Tables)
Plant and equipment (Tables) | 6 Months Ended |
May 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | in thousands of dollars May 31, 2019 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (23 ) 40 Leasehold improvements 53 (14 ) 39 Computer hardware and software 115 (111 ) 4 Alaska, USA Machinery, and equipment 3,178 (3,014 ) 164 Vehicles 348 (346 ) 2 Computer hardware and software 35 (34 ) 1 3,792 (3,542 ) 250 in thousands of dollars November 30, 2018 Cost $ Accumulated amortization $ Net $ British Columbia, Canada Furniture and equipment 63 (17 ) 46 Leasehold improvements 53 (10 ) 43 Computer hardware and software 115 (109 ) 6 Alaska, USA Machinery, and equipment 3,178 (2,964 ) 214 Vehicles 348 (333 ) 15 Computer hardware and software 35 (34 ) 1 3,792 (3,467 ) 325 |
Mineral properties and develo_2
Mineral properties and development costs (Tables) | 6 Months Ended |
May 31, 2019 | |
Mineral Industries Disclosures [Abstract] | |
Schedule of Mineral Properties and Development Costs [Table Text Block] | in thousands of dollars November 30, 2018 $ Acquisition costs $ May 31, 2019 $ Alaska, USA Ambler (a) 26,587 - 26,587 Bornite (b) 4,000 - 4,000 30,587 - 30,587 in thousands of dollars November 30, 2017 $ Acquisition costs $ November 30, 2018 $ Alaska, USA Ambler (a) 26,587 - 26,587 Bornite (b) 4,000 - 4,000 30,587 - 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] | The following table summarizes mineral properties expense for the noted periods. In thousands of dollars Three months ended May 31, 2019 $ Three months ended May 31, 2018 $ Six months ended May 31, 2019 $ Six months ended May 31, 2018 $ Alaska, USA Community 146 154 264 244 Drilling 173 180 173 180 Engineering 303 186 624 505 Environmental 136 81 271 169 Geochemistry and geophysics 593 591 758 646 Land and permitting 174 166 360 359 Project support 778 601 1,004 677 Other income - (2 ) (1 ) (20 ) Wages and benefits 603 518 988 846 Mineral property expense 2,906 2,475 4,441 3,606 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 6 Months Ended |
May 31, 2019 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | in thousands of dollars May 31, 2019 $ November 30, 2018 $ Trade accounts payable 834 400 Accrued liabilities 474 503 Accrued salaries and vacation 173 746 Due to related parties - 8 Accounts payable and accrued liabilities 1,481 1,657 |
Share capital (Tables)
Share capital (Tables) | 6 Months Ended |
May 31, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | Authorized: unlimited common shares, no par value In thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2017 105,684,523 136,525 Bought deal financing 24,784,482 28,750 Share issuance costs - (1,805 ) Exercise of options 315,148 140 Restricted share units 800,000 457 NovaGold DSU conversion 1,459 2 November 30, 2018 131,585,612 164,069 Exercise of options 145,294 81 Restricted share units 412,501 424 May 31, 2019, issued and outstanding 132,143,407 164,574 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Assumptions used in the pricing model for the period are as provided below. May 31, 2019 Risk-free interest rates 2.03 % Exercise price CAD$3.01 Expected life 3.0 years Expected volatility 75.0 % Expected dividends Nil |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock option plan and changes during the period ended May 31, 2019 is as follows: May 31, 2019 Number of options Weighted average exercise price $ Balance – beginning of the period 8,821,434 0.60 Granted 2,527,500 2.19 Exercised (219,153 ) 0.77 Balance – end of period 11,129,781 0.95 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table summarizes information about the stock options outstanding at May 31, 2019. 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 $0.33 to $0.50 3,920,614 1.22 0.38 3,920,614 0.38 - $0.51 to $1.00 4,346,667 2.45 0.71 3,898,331 0.70 448,336 $1.01 to $1.50 225,000 3.87 1.31 125,000 1.22 100,000 $1.51 to $2.00 120,000 4.11 1.79 86,666 1.76 33,334 $2.01 to $2.52 2,517,500 4.53 2.19 1,257,498 2.19 1,260,002 11,129,781 2.53 0.95 9,288,109 0.79 1,841,672 |
Schedule Of Restricted Share Units and Deferred Share Units plans [Table Text Block] | A summary of the Company’s unit plans and changes during the period ended May 31, 2019 is as follows: Number of RSUs Number of DSUs Balance – beginning of the period 400,002 1,182,106 Granted 225,000 104,489 Vested/paid (412,501 ) - Balance – end of period 212,501 1,286,595 |
Schedule of Warrants, Activity [Table Text Block] | A summary of the Company’s warrants and changes during the period ended May 31, 2019 is as follows: Number of warrants Years to expiry Exercise price $ Balance – beginning of the period 6,521,740 0.59 1.52 Balance – end of period 6,521,740 0.09 1.52 |
Financial instruments (Tables)
Financial instruments (Tables) | 6 Months Ended |
May 31, 2019 | |
Financial Instruments [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Contractually obligated cash flow requirements as at May 31, 2019 are as follows: in thousands of dollars Total $ < 1 Year $ 1–2 Years $ 2–5 Years $ Thereafter $ Accounts payable and accrued liabilities 1,481 1,481 - - - 1,481 1,481 - - - |
Commitment (Tables)
Commitment (Tables) | 6 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments [Table Text Block] | The Company has commitments with respect to office and warehouse leases requiring future minimum lease payments as follows: in thousands of dollars May 31, 2019 $ One year 231 Years 2 through 5 457 Beyond 5 years 414 Total 1,102 |
Plant and equipment (Details)
Plant and equipment (Details) - USD ($) $ in Thousands | May 31, 2019 | Nov. 30, 2018 |
Cost | $ 3,792 | $ 3,792 |
Accumulated amortization | (3,542) | (3,467) |
Net | 250 | 325 |
Furniture and equipment [Member] | British Columbia, Canada [Member] | ||
Cost | 63 | 63 |
Accumulated amortization | (23) | (17) |
Net | 40 | 46 |
Leasehold improvements [Member] | British Columbia, Canada [Member] | ||
Cost | 53 | 53 |
Accumulated amortization | (14) | (10) |
Net | 39 | 43 |
Machinery, and equipment[Member] | Alaska, USA [Member] | ||
Cost | 3,178 | 3,178 |
Accumulated amortization | (3,014) | (2,964) |
Net | 164 | 214 |
Vehicles [Member] | Alaska, USA [Member] | ||
Cost | 348 | 348 |
Accumulated amortization | (346) | (333) |
Net | 2 | 15 |
Computer hardware and software [Member] | British Columbia, Canada [Member] | ||
Cost | 115 | 115 |
Accumulated amortization | (111) | (109) |
Net | 4 | 6 |
Computer hardware and software [Member] | Alaska, USA [Member] | ||
Cost | 35 | 35 |
Accumulated amortization | (34) | (34) |
Net | $ 1 | $ 1 |
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 | May 31, 2019 | Feb. 28, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | Nov. 30, 2018 | Nov. 30, 2017 | May 31, 2019 |
Payments for mineral property | $ 31,000 | |||||||||||
Mineral properties expense | $ 2,906 | $ 2,475 | $ 4,441 | $ 3,606 | ||||||||
Maximum Subscription Price | $ 150,000 | |||||||||||
Cost, Maintenance | $ 10,000 | |||||||||||
Proceeds from Contributions from Affiliates | $ 10,200 | $ 9,635 | ||||||||||
Subscription of Options Description | To subscribe for 50% of the JV, South32 must contribute a minimum of $150 million, plus (i) any amounts Trilogy spends on matched parallel funding to a maximum of $16 million over the three year period and (ii) $5 million if the option is exercised between April 1, 2018 and March 31, 2019 or $10 million if the option is exercised between April 1, 2019 and the expiration date of the option, less the amount of the initial funding contributed by South32 (the “Subscription Price”). | |||||||||||
Approximations | ||||||||||||
Payments for mineral property | $ 129,600 | |||||||||||
Acquisition costs | 30,600 | |||||||||||
Mineral properties expense | $ 99,000 | |||||||||||
Titiribi Property [Member] | ||||||||||||
Proceeds from Contributions from Affiliates | $ 400 | 10,200 | $ 10,400 | $ 10,000 | ||||||||
Proceeds From Advances from Affiliates | $ 800 | |||||||||||
Regional Exploration Program Budget Funding | $ 1,000 | |||||||||||
Bornite Property [Member] | ||||||||||||
Payments for mineral property | $ 4,000 | |||||||||||
Net proceeds royalty | 15.00% | |||||||||||
Discount on consideration | $ 40,000 | |||||||||||
Bornite Property [Member] | Minimum [Member] | ||||||||||||
Mineral property interest percentage | 16.00% | |||||||||||
Net smelter return royalty | 1.00% | |||||||||||
Bornite Property [Member] | Maximum [Member] | ||||||||||||
Mineral property interest percentage | 25.00% | |||||||||||
Net smelter return royalty | 2.50% | |||||||||||
Ambler Property [Member] | ||||||||||||
Mineral property interest percentage | 100.00% | |||||||||||
Payments for mineral property | $ 10,000 | |||||||||||
Mineral property, fair value of consideration | $ 26,600 | |||||||||||
Net smelter return royalty | 1.00% |
Schedule of Mineral Properties
Schedule of Mineral Properties and Development Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
May 31, 2019 | Nov. 30, 2018 | Nov. 30, 2017 | ||
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 | $ 30,587 | |
Ambler Propertyss [Member] | Alaska, USA [Member] | ||||
Acquisition costs | [1] | 0 | 0 | |
Mineral properties and development costs | [1] | 26,587 | 26,587 | 26,587 |
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 | 6 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Mineral property expense | $ 2,906 | $ 2,475 | $ 4,441 | $ 3,606 |
Alaska, USA [Member] | ||||
Community | 146 | 154 | 264 | 244 |
Drilling | 173 | 180 | 173 | 180 |
Engineering | 303 | 186 | 624 | 505 |
Environmental | 136 | 81 | 271 | 169 |
Geochemistry and geophysics | 593 | 591 | 758 | 646 |
Land and permitting | 174 | 166 | 360 | 359 |
Project support | 778 | 601 | 1,004 | 677 |
Other income | 0 | (2) | (1) | (20) |
Wages and benefits | $ 603 | $ 518 | $ 988 | $ 846 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | May 31, 2019 | Nov. 30, 2018 |
Trade accounts payable | $ 834 | $ 400 |
Accrued liabilities | 474 | 503 |
Accrued salaries and vacation | 173 | 746 |
Due to related parties | 0 | 8 |
Accounts payable and accrued liabilities | $ 1,481 | $ 1,657 |
Share capital (Narrative) (Deta
Share capital (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Apr. 20, 2018USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | Feb. 28, 2019USD ($) | May 31, 2018USD ($)shares | Feb. 28, 2018USD ($) | May 31, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)$ / shares$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | May 31, 2018USD ($)$ / shares | Nov. 30, 2018USD ($)shares | May 31, 2019$ / shares | |
Stock options granted, weighted average exericse price | $ / shares | $ 2.96 | $ 1.04 | |||||||||
Stock options granted, weighted average exercise price | $ / shares | $ 1.08 | $ 0.37 | |||||||||
Stock-based compensation | $ 664 | $ 1,939 | $ 151 | $ 922 | |||||||
Non-vested stock options outstanding | shares | 11,129,781 | 11,129,781 | 11,129,781 | ||||||||
Weighted average exercise price options outstanding | $ / shares | $ 0.95 | $ 0.95 | $ 0.95 | ||||||||
Aggregate intrinsic value, vested options | $ 17,600 | 5,900 | $ 17,600 | $ 17,600 | $ 5,900 | $ 5,900 | |||||
Aggregate intrinsic value, options exercised | $ 300 | 100 | |||||||||
Stock Issued During Period, Value, New Issues | 28,750 | ||||||||||
Legal Fees | $ 1,800 | ||||||||||
Proceeds from Issuance of Common Stock | 26,900 | ||||||||||
Common Stock [Member] | |||||||||||
Stock-based compensation | $ 0 | $ 0 | 0 | $ 0 | |||||||
Stock Issued During Period, Value, New Issues | $ 28,700 | $ 28,750 | $ 28,750 | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 24,784,482 | 24,784,482 | 24,784,482 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 1.16 | ||||||||||
Non-Vested Options [Member] | |||||||||||
Non-vested stock options outstanding | shares | 1,841,672 | 1,841,672 | 1,841,672 | ||||||||
Weighted average exercise price options outstanding | $ / shares | $ 1.79 | ||||||||||
Number of DSU's [Member] | |||||||||||
Common stock committed for issuance | shares | 11,927 | 11,927 | 11,927 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,988 | 1,988 | 1,988 | ||||||||
Stock Compensation Plan [Member] | |||||||||||
Stock-based compensation | $ 660 | $ 490 | |||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 412,501 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 225,000 | ||||||||||
Approximationss [Member] | Non-Vested Options [Member] | |||||||||||
Stock option expense | $ 900 | ||||||||||
New Employees [Member] | |||||||||||
Stock options granted | shares | 2,527,500 | 2,125,000 | |||||||||
Directors, Employees and Services Providers [Member] | |||||||||||
Stock-based compensation | $ 1,940 | $ 580 |
Schedule of Common Shares Issue
Schedule of Common Shares Issued and Outstanding (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Apr. 20, 2018 | May 31, 2018 | May 31, 2019 | Nov. 30, 2018 | |
Bought deal financing | $ 28,750 | |||
Share issuance costs | $ (1,819) | |||
Share capital [Member] | ||||
Number of shares | 131,585,612 | 105,684,523 | ||
Ascribed value | $ 164,069 | $ 136,525 | ||
Bought deal financing (Shares) | 24,784,482 | 24,784,482 | 24,784,482 | |
Bought deal financing | $ 28,700 | $ 28,750 | $ 28,750 | |
Share issuance costs | $ (1,819) | $ (1,805) | ||
Exercise of options (shares) | 145,294 | 315,148 | ||
Exercise of options | $ 81 | $ 140 | ||
Restricted Share Units (Shares) | 412,501 | 800,000 | ||
Restricted Share Units | $ 424 | $ 457 | ||
NovaGold DSU Conversion (Shares) | 1,459 | |||
NovaGold DSU conversion | $ 2 | |||
Number of shares | 132,143,407 | 131,585,612 | ||
Ascribed value | $ 164,574 | $ 164,069 |
Schedule of fair value of the s
Schedule of fair value of the stock options,Valuation Assumptions (Details) | 6 Months Ended |
May 31, 2019$ / shares | |
Risk-free interest rates | 2.03% |
Exercise price | $ 3.01 |
Expected life | 3 years |
Expected volatility | 75.00% |
Expected dividends | 0.00% |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 6 Months Ended | |||
May 31, 2019$ / sharesshares | May 31, 2019$ / sharesshares | May 31, 2018$ / shares | May 31, 2018$ / shares | |
Weighted average exercise price, Granted | $ 2.96 | $ 1.04 | ||
Weighted average exercise price, Exercised | $ 1.08 | $ 0.37 | ||
Balance - End of Period, Number of stock options | shares | 11,129,781 | 11,129,781 | ||
Balance - End of Period, Weighted average exercise price | $ 0.95 | |||
Stock option [Member] | ||||
Balance – beginning of the year, Number of stock Options | shares | 8,821,434 | 8,821,434 | ||
Balance – beginning of the year, Weighted average exercise price | $ 0.60 | |||
Number of options, Granted | shares | 2,527,500 | 2,527,500 | ||
Weighted average exercise price, Granted | $ 2.19 | |||
Number of options, Exercised | shares | (219,153) | (219,153) | ||
Weighted average exercise price, Exercised | $ 0.77 | |||
Balance - End of Period, Number of stock options | shares | 11,129,781 | 11,129,781 | ||
Balance - End of Period, Weighted average exercise price | $ 0.95 |
Schedule of Disclosure of Stock
Schedule of Disclosure of Stock Options Outstanding (Details) | 6 Months Ended |
May 31, 2019$ / sharesshares | |
Number of outstanding options | shares | 11,129,781 |
Weighted average years to expiry | 2 years 6 months 10 days |
Weighted average exercise price options outstanding | $ 0.95 |
Number of exercisable options | shares | 9,288,109 |
Weighted average exercise price exercisable | $ 0.79 |
Number of unvested options | shares | 1,841,672 |
Range 1 [Member] | |
Exercise price lower range limit | $ 0.33 |
Exercise price upper range limit | $ 0.50 |
Number of outstanding options | shares | 3,920,614 |
Weighted average years to expiry | 1 year 2 months 19 days |
Weighted average exercise price options outstanding | $ 0.38 |
Number of exercisable options | shares | 3,920,614 |
Weighted average exercise price exercisable | $ 0.38 |
Number of unvested options | shares | 0 |
Range 2 [Member] | |
Exercise price lower range limit | $ 0.51 |
Exercise price upper range limit | $ 1 |
Number of outstanding options | shares | 4,346,667 |
Weighted average years to expiry | 2 years 5 months 12 days |
Weighted average exercise price options outstanding | $ 0.71 |
Number of exercisable options | shares | 3,898,331 |
Weighted average exercise price exercisable | $ 0.70 |
Number of unvested options | shares | 448,336 |
Range 3 [Member] | |
Exercise price lower range limit | $ 1.01 |
Exercise price upper range limit | $ 1.50 |
Number of outstanding options | shares | 225,000 |
Weighted average years to expiry | 3 years 10 months 13 days |
Weighted average exercise price options outstanding | $ 1.31 |
Number of exercisable options | shares | 125,000 |
Weighted average exercise price exercisable | $ 1.22 |
Number of unvested options | shares | 100,000 |
Range Four [Member] | |
Exercise price lower range limit | $ 1.51 |
Exercise price upper range limit | $ 2 |
Number of outstanding options | shares | 120,000 |
Weighted average years to expiry | 4 years 1 month 9 days |
Weighted average exercise price options outstanding | $ 1.79 |
Number of exercisable options | shares | 86,666 |
Weighted average exercise price exercisable | $ 1.76 |
Number of unvested options | shares | 33,334 |
Range Five [Member] | |
Exercise price lower range limit | $ 2.01 |
Exercise price upper range limit | $ 2.52 |
Number of outstanding options | shares | 2,517,500 |
Weighted average years to expiry | 4 years 6 months 10 days |
Weighted average exercise price options outstanding | $ 2.19 |
Number of exercisable options | shares | 1,257,498 |
Weighted average exercise price exercisable | $ 2.19 |
Number of unvested options | shares | 1,260,002 |
Schedule of Unit Plans and Chan
Schedule of Unit Plans and Changes Activity (Details) | 6 Months Ended |
May 31, 2019shares | |
Number of RSU's [Member] | |
Balance – beginning of the year | 400,002 |
Granted | 225,000 |
Vested/paid | (412,501) |
Balance - end of period | 212,501 |
Number of DSU's [Member] | |
Balance – beginning of the year | 1,182,106 |
Granted | 104,489 |
Vested/paid | 0 |
Balance - end of period | 1,286,595 |
Schedule of Warrants, Activity
Schedule of Warrants, Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
May 31, 2019 | Nov. 30, 2018 | |
Balance – beginning of the year | 6,521,740 | |
Weighted average years to expiry | 1 month 2 days | 7 months 2 days |
Weighted average exercise price | $ 1.52 | $ 1.52 |
Balance - end of period | 6,521,740 | 6,521,740 |
Financial instruments (Narrativ
Financial instruments (Narrative) (Details) | 3 Months Ended | ||
May 31, 2019USD ($) | May 31, 2019CAD ($) | Nov. 30, 2018USD ($) | |
Accounts receivable | $ 171,000 | $ 23,000 | |
Interest rate loss | $ (300,000) | ||
Canadian Limit Due to Currency Risk [Member] | |||
Cash | $ 244,000 | ||
Accounts receivable | 26,000 | ||
Accounts payable | $ 442,000 | ||
Change in foreign exchange rate | 10.00% | 10.00% | |
Foreign exchange (gain) loss | $ (13,000) | ||
Change in interest rate | 1.00% |
Schedule of Contractually Oblig
Schedule of Contractually Obligated Cash Flow Requirements (Details) $ in Thousands | May 31, 2019USD ($) |
Total | $ 1,481 |
Within 1 Year | 1,481 |
1 - 2 Years | 0 |
2 - 5 Years | 0 |
Thereafter | 0 |
Accounts payable and accrued liabilities [Member] | |
Total | 1,481 |
Within 1 Year | 1,481 |
1 - 2 Years | 0 |
2 - 5 Years | 0 |
Thereafter | $ 0 |
Commitment (Details)
Commitment (Details) $ in Thousands | May 31, 2019USD ($) |
One year | $ 231 |
Years 2 through 5 | 457 |
Beyond 5 years | 414 |
Total | $ 1,102 |
Subsequent events (Narrative) (
Subsequent events (Narrative) (Details) - Subsequent Event [Member] $ in Millions | Jun. 28, 2019USD ($)shares |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 6,521,740 |
Proceeds from Warrant Exercises | $ | $ 9.9 |