Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2023 | Oct. 11, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-35447 | |
Entity Registrant Name | TRILOGY METALS INC. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 98-1006991 | |
Entity Address, Address Line One | Suite 1150, 609 Granville Street | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V7Y 1G5 | |
City Area Code | 604 | |
Local Phone Number | 638-8088 | |
Title of 12(b) Security | Common Shares | |
Trading Symbol | TMQ | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 155,883,843 | |
Current Fiscal Year End Date | --11-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001543418 | |
Amendment Flag | false |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Aug. 31, 2023 | Nov. 30, 2022 |
Current assets | ||
Cash | $ 3,049 | $ 2,573 |
Accounts receivable | 10 | 17 |
Deposits and prepaid amounts | 457 | 320 |
Total current assets | 3,516 | 2,910 |
Investment in Ambler Metals LLC (note 3) | 136,867 | 142,754 |
Fixed assets | 6 | 12 |
Right of use asset (note 5 (a)) | 188 | 319 |
Total assets | 140,577 | 145,995 |
Current liabilities | ||
Accounts payable and accrued liabilities (note 4) | 482 | 345 |
Current portion of lease liability | 82 | 189 |
Total current liabilities | 564 | 534 |
Long-term portion of lease liability | 33 | |
Total liabilities | 564 | 567 |
Shareholders' equity | ||
Share capital (note 6) - unlimited common shares authorized, no par value issued - 155,559,334 (2022 - 145,868,502) | 187,715 | 182,178 |
Contributed surplus | 118 | 122 |
Contributed surplus - options (note 6(b)) | 28,111 | 27,352 |
Contributed surplus - units (note 6(c)) | 2,858 | 2,638 |
Deficit | (78,789) | (66,862) |
Total shareholders' equity | 140,013 | 145,428 |
Total liabilities and shareholders' equity | $ 140,577 | $ 145,995 |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Nov. 30, 2022 | |
Interim Consolidated Balance Sheets (unaudited) | ||
Unlimited common shares authorized | Unlimited | Unlimited |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 155,559,334 | 145,868,502 |
Interim Consolidated Statements
Interim Consolidated Statements of Loss and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Expenses | ||||
Amortization | $ 2 | $ 4 | $ 6 | $ 15 |
Exploration expenses | 22 | 11 | 23 | 11 |
Foreign exchange (gain) loss | 3 | (11) | 1 | (7) |
General and administrative | 278 | 279 | 1,014 | 1,014 |
Investor relations | 18 | 18 | 71 | 155 |
Professional fees | 139 | 131 | 897 | 568 |
Salaries | 191 | 172 | 621 | 847 |
Salaries and directors expense - stock-based compensation | 526 | 562 | 3,379 | 3,146 |
Total expenses | 1,179 | 1,166 | 6,012 | 5,749 |
Other items | ||||
Gain on disposition of mineral property | (84) | (84) | ||
Interest and other income | (37) | (11) | (83) | (15) |
Share of loss on equity investment (note 3(b)) | 2,910 | 8,925 | 5,998 | 13,295 |
Write off mineral properties | (58) | 90 | ||
Loss and comprehensive loss for the period | $ (4,052) | $ (9,938) | $ (11,927) | $ (19,035) |
Basic loss per common share | $ (0.03) | $ (0.07) | $ (0.08) | $ (0.13) |
Diluted loss per common share | $ (0.03) | $ (0.07) | $ (0.08) | $ (0.13) |
Basic weighted average number of common shares outstanding | 155,550,284 | 145,865,847 | 151,572,299 | 145,555,376 |
Diluted weighted average number of common shares outstanding | 155,550,284 | 145,865,847 | 151,572,299 | 145,555,376 |
Interim Consolidated Statemen_2
Interim Consolidated Statements of Changes in Shareholders' Equity (unaudited) - USD ($) $ in Thousands | Share capital | Contributed surplus. | Contributed surplus - options | Contributed surplus - units. | Deficit | Total |
Beginning Balance at Nov. 30, 2021 | $ 180,820 | $ 122 | $ 25,990 | $ 1,712 | $ (42,605) | $ 166,039 |
Beginning Balance (Shares) at Nov. 30, 2021 | 145,009,811 | |||||
Exercise of options | $ 50 | (32) | 18 | |||
Exercise of options (Shares) | 31,674 | |||||
Restricted Share Units | $ 650 | (650) | ||||
Restricted Share Units (Shares) | 391,332 | |||||
Joint venture contribution | $ 51 | 51 | ||||
Joint venture contribution (Shares) | 31,469 | |||||
Stock-based compensation | 864 | 1,001 | 1,865 | |||
Loss for the period | (5,023) | (5,023) | ||||
Ending Balance at Feb. 28, 2022 | $ 181,571 | 122 | 26,822 | 2,063 | (47,628) | 162,950 |
Ending Balance (Shares) at Feb. 28, 2022 | 145,464,286 | |||||
Beginning Balance at Nov. 30, 2021 | $ 180,820 | 122 | 25,990 | 1,712 | (42,605) | 166,039 |
Beginning Balance (Shares) at Nov. 30, 2021 | 145,009,811 | |||||
Loss for the period | (19,035) | |||||
Ending Balance at Aug. 31, 2022 | $ 181,945 | 122 | 27,327 | 2,294 | (61,640) | 150,048 |
Ending Balance (Shares) at Aug. 31, 2022 | 145,868,502 | |||||
Beginning Balance at Feb. 28, 2022 | $ 181,571 | 122 | 26,822 | 2,063 | (47,628) | 162,950 |
Beginning Balance (Shares) at Feb. 28, 2022 | 145,464,286 | |||||
Exercise of options | $ 26 | 10 | 36 | |||
Exercise of options (Shares) | 50,000 | |||||
Restricted Share Units | $ 113 | (113) | ||||
Restricted Share Units (Shares) | 110,000 | |||||
Stock-based compensation | 274 | 229 | 503 | |||
Loss for the period | (4,074) | (4,074) | ||||
Ending Balance at May. 31, 2022 | $ 181,710 | 122 | 27,106 | 2,179 | (51,702) | 159,415 |
Ending Balance (Shares) at May. 31, 2022 | 145,624,286 | |||||
Restricted Share Units | $ 235 | (235) | ||||
Restricted Share Units (Shares) | 244,216 | |||||
Stock-based compensation | 221 | 350 | 571 | |||
Loss for the period | (9,938) | (9,938) | ||||
Ending Balance at Aug. 31, 2022 | $ 181,945 | 122 | 27,327 | 2,294 | (61,640) | 150,048 |
Ending Balance (Shares) at Aug. 31, 2022 | 145,868,502 | |||||
Beginning Balance at Nov. 30, 2022 | $ 182,178 | 122 | 27,352 | 2,638 | (66,862) | 145,428 |
Beginning Balance (Shares) at Nov. 30, 2022 | 146,225,035 | |||||
Restricted Share Units | $ 1,538 | (1) | (1,537) | |||
Restricted Share Units (Shares) | 2,346,366 | |||||
Joint venture contribution | $ 111 | 111 | ||||
Joint venture contribution (Shares) | 143,505 | |||||
Services settled by common shares | $ 4 | 4 | ||||
Services settled by common shares (in shares) | 7,793 | |||||
Stock-based compensation | 520 | 1,700 | 2,220 | |||
Loss for the period | (5,072) | (5,072) | ||||
Ending Balance at Feb. 28, 2023 | $ 183,831 | 121 | 27,872 | 2,801 | (71,934) | 142,691 |
Ending Balance (Shares) at Feb. 28, 2023 | 148,722,699 | |||||
Beginning Balance at Nov. 30, 2022 | $ 182,178 | 122 | 27,352 | 2,638 | (66,862) | 145,428 |
Beginning Balance (Shares) at Nov. 30, 2022 | 146,225,035 | |||||
Shares issued for private placement, net of share issue cost | $ 3,115 | |||||
Shares issued for private placement, net of share issue cost (Shares) | 5,854,545 | |||||
Restricted Share Units (Shares) | 2,807,921 | |||||
Joint venture contribution (Shares) | 143,505 | |||||
Services settled by common shares | $ 60 | |||||
Services settled by common shares (in shares) | 112,142 | |||||
NovaGold deferred share units conversion | $ 3 | |||||
NovaGold deferred share units conversion (Shares) | 1,130 | |||||
Loss for the period | (11,927) | |||||
Ending Balance at Aug. 31, 2023 | $ 187,715 | 118 | 28,111 | 2,858 | (78,789) | 140,013 |
Ending Balance (Shares) at Aug. 31, 2023 | 155,559,334 | |||||
Beginning Balance at Feb. 28, 2023 | $ 183,831 | 121 | 27,872 | 2,801 | (71,934) | 142,691 |
Beginning Balance (Shares) at Feb. 28, 2023 | 148,722,699 | |||||
Shares issued for private placement, net of share issue cost | $ 3,115 | 3,115 | ||||
Shares issued for private placement, net of share issue cost (Shares) | 5,854,545 | |||||
Restricted Share Units | $ 121 | 121 | ||||
Restricted Share Units (Shares) | 213,463 | |||||
Deferred share units | $ 468 | (468) | ||||
Deferred share units (Shares) | 415,056 | |||||
Services settled by common shares | $ 35 | 35 | ||||
Services settled by common shares (in shares) | 63,533 | |||||
Stock-based compensation | 114 | 257 | 371 | |||
Loss for the period | (2,803) | (2,803) | ||||
Ending Balance at May. 31, 2023 | $ 187,570 | 121 | 27,986 | 2,590 | (74,737) | 143,530 |
Ending Balance (Shares) at May. 31, 2023 | 155,269,296 | |||||
Restricted Share Units | $ 122 | 122 | ||||
Restricted Share Units (Shares) | 248,092 | |||||
Services settled by common shares | $ 20 | 20 | ||||
Services settled by common shares (in shares) | 40,816 | |||||
Stock-based compensation | 125 | 268 | 393 | |||
NovaGold deferred share units conversion | $ 3 | (3) | ||||
NovaGold deferred share units conversion (Shares) | 1,130 | |||||
Loss for the period | (4,052) | (4,052) | ||||
Ending Balance at Aug. 31, 2023 | $ 187,715 | $ 118 | $ 28,111 | $ 2,858 | $ (78,789) | $ 140,013 |
Ending Balance (Shares) at Aug. 31, 2023 | 155,559,334 |
Interim Consolidated Statemen_3
Interim Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Cash flows used in operating activities | |||
Loss for the period | $ (9,938) | $ (11,927) | $ (19,035) |
Adjustments to reconcile net loss to cash flows in operating activities | |||
Amortization | 6 | 15 | |
Professional fees settled by common shares | 86 | ||
Office lease accounting | (9) | (13) | |
Gain on disposal of mineral property | (84) | (84) | |
Loss on equity investment in Ambler Metals LLC (note 3(b)) | 8,925 | 5,998 | 13,295 |
Unrealized foreign exchange loss | 5 | (1) | |
Stock-based compensation | 3,379 | 2,939 | |
Write off mineral properties | 90 | ||
Net change in non-cash working capital | |||
Decrease in accounts receivable | 7 | 8 | |
Increase in deposits and prepaid amounts | (137) | (231) | |
Decrease in accounts payable and accrued liabilities | (42) | (350) | |
Total cash flows used in operating activities | (2,634) | (3,367) | |
Cash flows from financing activities | |||
Issuance of common shares, net of share issue cost (note 6(a)) | 3,115 | ||
Proceeds from exercise of options | 54 | ||
Total cash flows from financing activities | 3,115 | 54 | |
Cash flows from investing activities | |||
Proceeds from disposition of mineral property | 142 | ||
Total cash flows from investing activities | 142 | ||
Increase (decrease) in cash | 481 | (3,171) | |
Effect of exchange rate on cash | (5) | (4) | |
Cash - beginning of the period | 2,573 | 6,308 | |
Cash - end of the period | $ 3,133 | $ 3,049 | $ 3,133 |
Nature of operations
Nature of operations | 9 Months Ended |
Aug. 31, 2023 | |
Nature of operations | |
Nature of operations | 1) Nature of operations Trilogy Metals Inc. (“Trilogy” or the “Company”) was incorporated in British Columbia under the Business Corporations Act (British Columbia) |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Aug. 31, 2023 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2) Summary of significant accounting policies Basis of presentation These interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting. All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars. These interim consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of August 31, 2023 and our results of operations and cash flows for the nine-month period ended August 31, 2023 and August 31, 2022. The results of operations for the nine-month period ended August 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2023. As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these 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, 2022, filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 14, 2023. These interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on October 10, 2023. Use of estimates and measurement uncertainties The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period. Significant judgments include the assessment of potential indicators of impairment for our equity method investments where key judgement is the delay on the Ambler Access Project is temporary and the delay was considered when assessing indicators of impairment. Significant estimates include the measurement of income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported. Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Factors that may be indicative of an impairment include a loss in the value of an investment that is not temporary. Management considers several factors in considering if an indicator of impairment has occurred, including but not limited to, sustained losses by the investment, the absence of the ability to recover the carrying amount of the investment, significant changes in the legal, business or regulatory environment, significant adverse changes impacting the investee and internal reporting indicating the economic performance of an investment is, or will be, worse than expected. These factors are subjective and require consideration at each period end. |
Investment in Ambler Metals LLC
Investment in Ambler Metals LLC | 9 Months Ended |
Aug. 31, 2023 | |
Investment in Ambler Metals LLC | |
Investment in Ambler Metals LLC | 3) Investment in Ambler Metals LLC (a) Formation of Ambler Metals LLC On February 11, 2020, the Company completed the formation of a 50/50 joint venture named Ambler Metals LLC (“Ambler Metals”) with South32 Limited (“South32”). As part of the formation of the joint venture, Trilogy contributed all its assets associated with the UKMP, including the Arctic and Bornite Projects, while South32 contributed cash of $145 million, resulting in each party’s subsidiaries directly owning a 50% interest in Ambler Metals. Ambler Metals is an independently operated company jointly controlled by Trilogy and South32 through a four-member board, of which two members are appointed by Trilogy based on its 50% equity interest. All significant decisions related to the UKMP require the approval of both companies. We determined that Ambler Metals is a VIE because it is expected to need additional funding from its owners for its significant activities. However, we concluded that we are not the primary beneficiary of Ambler Metals as the power to direct its activities, through its board, is shared under the Ambler Metals LLC limited liability company agreement. As we have significant influence over Ambler Metals through our representation on its board, we use the equity method of accounting for our investment in Ambler Metals. Our investment in Ambler Metals was initially measured at its fair value of $176 million upon recognition. Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as at August 31, 2023, totaled $136.9 million. (b) Carrying value of equity method investment Trilogy recognized, based on its 50% ownership interest in Ambler Metals, an equity loss equivalent to its pro rata share of Ambler Metals’ comprehensive loss of $5.8 million for the three-month period ending August 31, 2023 (2022 - $17.9 million) and $12.0 million for the nine-month period ending August 31, 2023 (2022 - $26.6 million). During the nine-month period ending August 31, 2023, Trilogy made a $111,000 equity contribution to Ambler Metals through the issuance of 143,505 common shares of the Company as part of the long-term incentive compensation for Ambler Metals executives. Likewise, South32 made an equivalent equity contribution to Ambler Metals for $111,000 in cash for their 50% share. The carrying value of Trilogy’s 50% investment in Ambler Metals as at August 31, 2023 is summarized on the following table. in thousands of dollars $ November 30, 2022, Investment in Ambler Metals 142,754 Joint venture equity contribution 111 Share of loss on equity investment for the nine-month period ending August 31, 2023 (5,998) August 31, 2023, Investment in Ambler Metals 136,867 (c) The following table summarizes Ambler Metals’ Balance Sheet as at August 31, 2023. in thousands of dollars August 31, 2023 November 30, 2022 $ $ Total assets 102,140 114,049 Cash 66,866 80,755 Mineral properties 30,899 30,899 Total liabilities (4,200) (4,335) Accounts payable and accrued liabilities (3,707) (3,664) Members' equity (total assets less total liabilities) 97,940 109,714 Members’ cash is held at one bank, the majority of cash is uninsured as at August 31, 2023. (d) The following table summarizes Ambler Metals' loss for the nine-month period ending August 31, 2023. in thousands of dollars Three months ended Nine months ended August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022 $ $ $ $ Depreciation 38 32 113 77 Corporate salaries and wages 478 477 1,417 1,437 General and administrative 43 158 389 560 Mineral property expense 5,210 17,120 10,002 24,527 Professional fees 181 125 397 626 Foreign exchange (gain)/loss (6) 10 (3) 5 Interest and other income (125) (72) (319) (642) Comprehensive loss 5,819 17,850 11,996 26,590 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended |
Aug. 31, 2023 | |
Accounts payable and accrued liabilities. | |
Accounts payable and accrued liabilities | 4) Accounts payable and accrued liabilities in thousands of dollars August 31, 2023 November 30, 2022 $ $ Trade accounts payable 92 188 Accrued liabilities 94 36 Accrued salaries and vacation 296 121 Accounts payable and accrued liabilities 482 345 Of the accrued salaries and vacation approximately $166,000 was settled, subsequent to the end of the third quarter, on September 1, 2023 through the issuance of common shares of the Company. |
Leases
Leases | 9 Months Ended |
Aug. 31, 2023 | |
Leases | |
Leases | 5) Leases (a) Right-of-use asset in thousands of dollars $ Balance as at November 30, 2022 319 Net amortization (131) Balance as at August 31, 2023 188 (b) Lease liabilities The Company’s lease arrangements primarily consist of an operating lease for our office space ending in June 2024. There are no extension options. Total lease expense recorded within general and administrative expenses was comprised of the following components: in thousands of dollars Nine months ended Nine months ended August 31, 2023 August 31, 2022 $ $ Operating lease costs 140 140 Variable lease costs 103 108 Total lease expense 243 248 Variable lease costs consist primarily of the Company’s portion of operating costs associated with the office space lease as the Company elected to apply the practical expedient not to separate lease and non-lease components. As at August 31, 2023, the weighted-average remaining lease term is 0.6 years and the weighted-average discount rate is 8% . Significant judgment was used in the determination of the incremental borrowing rate which included estimating the Company’s credit rating. Supplemental cash and non-cash information relating to our leases during the nine-month period ending August 31, 2023 are as follows: ● Cash paid for amounts included in the measurement of lease liabilities was $149,102 . Future minimum payments relating to the lease recognized in our balance sheet as of August 31, 2023 are as follows: in thousands of dollars August 31, 2023 Fiscal year $ 2023 51 2024 33 2025 — Total undiscounted lease payments 84 Effect of discounting (2) Present value of lease payments recognized as lease liability 82 |
Share capital
Share capital | 9 Months Ended |
Aug. 31, 2023 | |
Share capital. | |
Share capital | 6) Share capital Authorized: unlimited common shares, no par value in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2022 146,225,035 182,178 Private Placement, net of share issue cost 5,854,545 3,115 Restricted Share Units 2,807,921 1,780 Deferred Share Units 415,056 468 NovaGold deferred share units conversion 1,130 3 Services settled by common shares 112,142 60 Joint venture equity contribution (note 3(b)) 143,505 111 August 31, 2023, issued and outstanding 155,559,334 187,715 On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”), once vested, on record as of the close of business April 27, 2012. When vested, Trilogy committed to deliver one common share to the holder for every six shares of NovaGold the holder is entitled to receive, rounded down to the nearest whole number. As at August 31, 2023, a total of 5,144 NovaGold DSUs remain outstanding representing a right to receive 859 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (a) Common shares issuance On April 25, 2023, the Company completed a non-brokered private placement of 5,854,545 common shares of the Company (the “Common Share”) at a price of $0.55 per Common Share for gross proceeds of $3.2 million and net proceeds of $3.1 million. Financing costs consisted of legal and stock exchange fees. (b) Stock options During the three-month period ended February 28, 2023, the Company granted 3,230,000 stock options (2022 - 1,734,500 stock options) at an exercise price of CDN$0.78 (2022 - CDN$2.21) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period. The fair value attributable to this option grants was CDN$0.37 (2022 - CDN$0.94). There were no stock options granted during the second and third quarters. For the nine-month period ended August 31, 2023, Trilogy recognized a stock-based compensation charge of $0.8 million (2022 - $1.4 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 nine-month period ended August 31, 2023 are as provided below. August 31, 2023 Risk-free interest rates 3.49% Exercise price CDN$0.78 Expected life 3 years Expected volatility 67.7% Expected dividends Nil As at August 31, 2023, there were 2,131,757 non-vested options outstanding with a weighted average exercise price of CDN$1.02; the non-vested stock option expense not yet recognized was $0.24 million. This expense is expected to be recognized over the next 16 months. A summary of the Company’s stock option outstanding and changes during the nine-month period ended August 31, 2023 is as follows: August 31, 2023 Weighted average exercise price Number of options CDN$ Balance – beginning of the period 11,225,400 2.49 Granted 3,230,000 0.78 Cancelled (286,000) 2.70 Expired (1,170,000) 1.43 Balance – end of the period 12,999,400 2.16 There were no stock options exercised during the nine-month period ended August 31, 2023. The following table summarizes information about the stock options outstanding at August 31, 2023. Outstanding Exercisable Unvested Weighted Weighted Number of Weighted average Number of average Number of outstanding average years exercise price exercisable exercise price unvested Range of exercise price - CDN options to expiry CDN$ options CDN$ options $0.75 to $1.00 3,230,000 4.27 0.78 1,463,328 0.78 1,766,672 $2.01 to $2.50 2,270,250 2.56 2.27 1,905,165 2.28 365,085 $2.51 to $3.00 6,041,650 1.73 2.64 6,041,650 2.64 — $3.01 to $3.50 1,457,500 1.31 3.03 1,457,500 3.03 — 12,999,400 2.46 2.16 10,867,643 2.38 2,131,757 The aggregate intrinsic value of vested stock options (the market value less the exercise price) at August 31, 2023 was $Nil $Nil (c) Restricted Share Units and Deferred Share Units The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incentives to employees and consultants and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to offset cash payments for fees to directors. Awards under the RSU Plan and DSU Plan have been settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company. All units are accounted for as equity-settled awards. A summary of the Company’s unit plans and changes during the nine-month period ending August 31, 2023 is as follows: Number of RSUs Number of DSUs Balance – beginning of the period 257,268 1,560,734 Granted 4,273,433 1,107,895 Vested/Converted (2,920,063) (415,056) Balance – end of the period 1,610,638 2,253,573 For the nine-month period ending August 31, 2023, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $2.0 million (2022 - $1.6 million), net of estimated forfeitures. |
Financial instruments
Financial instruments | 9 Months Ended |
Aug. 31, 2023 | |
Financial instruments | |
Financial instruments | 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, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity. The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash, accounts receivable, deposits, and accounts payable and accrued liabilities. Financial risk management The Company’s activities expose 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, 2023 is limited to the Canadian dollar balances consisting of cash of approximately CDN$126,000, accounts receivable of approximately CDN$12,000 and accounts payable of approximately CDN$340,000. 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 $14,000. (b) Credit risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company holds cash with a Canadian chartered financial institution of which the majority is uninsured as at August 31, 2023. The Company’s only significant exposure to credit risk is equal to the balance of cash as recorded in the financial statements. (c) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulties raising funds to meet its financial obligations as they fall due. The Company is in the exploration stage and does not have cash inflows from operations; therefore, the Company manages liquidity risk through the management of its capital structure and financial leverage. Contractually obligated undiscounted cash flow requirements as at August 31, 2023 are as follows: in thousands of dollars Total < 1 Year 1–2 Years 2–5 Years Thereafter $ $ $ $ $ Accounts payable and accrued liabilities 482 482 — — — Office lease 84 84 — — — 566 566 — — — Included in accounts payable and accrued liabilities approximately $166,000 is for accrued salaries that were settled, subsequent to the end of the third quarter, on September 1, 2023 through the issuance of common shares of the Company (note 9). (d) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk with respect to interest earned on cash. Based on balances as at August 31, 2023, a 1% change in interest rates would result in a negligible change in net loss, assuming all other variables remain constant. As we are currently in the exploration phase none of our financial instruments are exposed to commodity price risk; however, our ability to obtain long-term financing and its economic viability could be affected by commodity price volatility. |
Commitment
Commitment | 9 Months Ended |
Aug. 31, 2023 | |
Commitment | |
Commitment | 8) Commitment The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 5(b) above. |
Subsequent event
Subsequent event | 9 Months Ended |
Aug. 31, 2023 | |
Subsequent event. | |
Subsequent event | 9) Subsequent event On September 1, 2023, pursuant to previous elections, the Board of Directors were granted 175,127 DSUs in settlement of approximately $82,750 of director fees and senior management were granted 283,693 RSUs in lieu of cash salaries of approximately $166,000, all vesting immediately. The grants were in support of an effort to preserve cash and increase share ownership by settling director fees and a portion of senior management salaries in shares of the Company. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Aug. 31, 2023 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of presentation These interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting. All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars. These interim consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of August 31, 2023 and our results of operations and cash flows for the nine-month period ended August 31, 2023 and August 31, 2022. The results of operations for the nine-month period ended August 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2023. As these interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these 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, 2022, filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 14, 2023. These interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on October 10, 2023. |
Use of estimates and measurement uncertainties | Use of estimates and measurement uncertainties The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period. Significant judgments include the assessment of potential indicators of impairment for our equity method investments where key judgement is the delay on the Ambler Access Project is temporary and the delay was considered when assessing indicators of impairment. Significant estimates include the measurement of income taxes, and the valuation of stock-based compensation. Actual results could differ materially from those reported. Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Significant judgments are made in assessing the possibility of impairment. Factors that may be indicative of an impairment include a loss in the value of an investment that is not temporary. Management considers several factors in considering if an indicator of impairment has occurred, including but not limited to, sustained losses by the investment, the absence of the ability to recover the carrying amount of the investment, significant changes in the legal, business or regulatory environment, significant adverse changes impacting the investee and internal reporting indicating the economic performance of an investment is, or will be, worse than expected. These factors are subjective and require consideration at each period end. |
Investment in Ambler Metals L_2
Investment in Ambler Metals LLC (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Investment in Ambler Metals LLC | |
Schedule of equity investment | in thousands of dollars $ November 30, 2022, Investment in Ambler Metals 142,754 Joint venture equity contribution 111 Share of loss on equity investment for the nine-month period ending August 31, 2023 (5,998) August 31, 2023, Investment in Ambler Metals 136,867 |
Schedule of Ambler Metals LLC's Balance Sheet | in thousands of dollars August 31, 2023 November 30, 2022 $ $ Total assets 102,140 114,049 Cash 66,866 80,755 Mineral properties 30,899 30,899 Total liabilities (4,200) (4,335) Accounts payable and accrued liabilities (3,707) (3,664) Members' equity (total assets less total liabilities) 97,940 109,714 |
Schedule of Ambler Metals LLC's net loss | in thousands of dollars Three months ended Nine months ended August 31, 2023 August 31, 2022 August 31, 2023 August 31, 2022 $ $ $ $ Depreciation 38 32 113 77 Corporate salaries and wages 478 477 1,417 1,437 General and administrative 43 158 389 560 Mineral property expense 5,210 17,120 10,002 24,527 Professional fees 181 125 397 626 Foreign exchange (gain)/loss (6) 10 (3) 5 Interest and other income (125) (72) (319) (642) Comprehensive loss 5,819 17,850 11,996 26,590 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Accounts payable and accrued liabilities. | |
Schedule of accounts payable and accrued liabilities | in thousands of dollars August 31, 2023 November 30, 2022 $ $ Trade accounts payable 92 188 Accrued liabilities 94 36 Accrued salaries and vacation 296 121 Accounts payable and accrued liabilities 482 345 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Leases | |
Schedule of right-of-use asset | in thousands of dollars $ Balance as at November 30, 2022 319 Net amortization (131) Balance as at August 31, 2023 188 |
Schedule of lease expenses | in thousands of dollars Nine months ended Nine months ended August 31, 2023 August 31, 2022 $ $ Operating lease costs 140 140 Variable lease costs 103 108 Total lease expense 243 248 |
Schedule of future minimum payments | in thousands of dollars August 31, 2023 Fiscal year $ 2023 51 2024 33 2025 — Total undiscounted lease payments 84 Effect of discounting (2) Present value of lease payments recognized as lease liability 82 |
Share capital (Tables)
Share capital (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Share capital. | |
Schedule of common stock outstanding roll forward | in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2022 146,225,035 182,178 Private Placement, net of share issue cost 5,854,545 3,115 Restricted Share Units 2,807,921 1,780 Deferred Share Units 415,056 468 NovaGold deferred share units conversion 1,130 3 Services settled by common shares 112,142 60 Joint venture equity contribution (note 3(b)) 143,505 111 August 31, 2023, issued and outstanding 155,559,334 187,715 |
Schedule of assumptions used in the pricing model | August 31, 2023 Risk-free interest rates 3.49% Exercise price CDN$0.78 Expected life 3 years Expected volatility 67.7% Expected dividends Nil |
Summary of the company's stock option plan | August 31, 2023 Weighted average exercise price Number of options CDN$ Balance – beginning of the period 11,225,400 2.49 Granted 3,230,000 0.78 Cancelled (286,000) 2.70 Expired (1,170,000) 1.43 Balance – end of the period 12,999,400 2.16 |
Summary of information about stock options | Outstanding Exercisable Unvested Weighted Weighted Number of Weighted average Number of average Number of outstanding average years exercise price exercisable exercise price unvested Range of exercise price - CDN options to expiry CDN$ options CDN$ options $0.75 to $1.00 3,230,000 4.27 0.78 1,463,328 0.78 1,766,672 $2.01 to $2.50 2,270,250 2.56 2.27 1,905,165 2.28 365,085 $2.51 to $3.00 6,041,650 1.73 2.64 6,041,650 2.64 — $3.01 to $3.50 1,457,500 1.31 3.03 1,457,500 3.03 — 12,999,400 2.46 2.16 10,867,643 2.38 2,131,757 |
Schedule of restricted share Units and deferred share units plans | Number of RSUs Number of DSUs Balance – beginning of the period 257,268 1,560,734 Granted 4,273,433 1,107,895 Vested/Converted (2,920,063) (415,056) Balance – end of the period 1,610,638 2,253,573 |
Financial instruments (Tables)
Financial instruments (Tables) | 9 Months Ended |
Aug. 31, 2023 | |
Financial instruments | |
Schedule of contractually obligated cash flow requirements | in thousands of dollars Total < 1 Year 1–2 Years 2–5 Years Thereafter $ $ $ $ $ Accounts payable and accrued liabilities 482 482 — — — Office lease 84 84 — — — 566 566 — — — |
Investment in Ambler Metals L_3
Investment in Ambler Metals LLC - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Feb. 11, 2020 USD ($) Owner | Aug. 31, 2023 USD ($) shares | Aug. 31, 2022 USD ($) | Aug. 31, 2023 USD ($) shares | Aug. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Comprehensive (loss) earnings for the year | $ (4,052,000) | $ (9,938,000) | $ (11,927,000) | $ (19,035,000) | ||
Investment in Ambler Metals | 136,867,000 | 136,867,000 | $ 142,754,000 | |||
Ambler Metals LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Joint venture, contributed amount | 111,000 | 111,000 | ||||
Contribution made to joint venture | $ 111,000 | $ 111,000 | ||||
Joint venture contribution made in common shares | shares | 143,505 | 143,505 | ||||
Percentage of ownership | 50% | 50% | 50% | |||
Comprehensive (loss) earnings for the year | $ (5,800,000) | $ (17,900,000) | $ (12,000,000) | $ (26,600,000) | ||
Number of board members | Owner | 4 | |||||
Number of members appointed by Trilogy | Owner | 2 | |||||
Investment in Ambler Metals | $ 176,000,000 | 136,867,000 | 136,867,000 | |||
Maximum exposure to loss | 136,900,000 | 136,900,000 | ||||
Fair value ascribed to Ambler Metals LLC interest | $ 142,754,000 | |||||
South32 | Ambler Metals LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Contribution made to joint venture | $ 111,000 | $ 111,000 | ||||
Percentage of ownership | 50% | 50% | 50% | |||
South32 | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Contribution made to joint venture | $ 145,000,000 |
Investment in Ambler Metals L_4
Investment in Ambler Metals LLC - Financial information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Nov. 30, 2022 | Feb. 11, 2020 | |
The carrying value of equity method investment | ||||||
Share of loss on equity investment | $ (2,910) | $ (8,925) | $ (5,998) | $ (13,295) | ||
Investment in Ambler Metals | 136,867 | 136,867 | $ 142,754 | |||
Assets [Abstract] | ||||||
Total assets | 140,577 | 140,577 | 145,995 | |||
Cash | 3,049 | 3,049 | 2,573 | |||
Liabilities [Abstract] | ||||||
Total liabilities | (564) | (564) | (567) | |||
Ambler Metals' Net Loss | ||||||
General and administrative | 278 | 279 | 1,014 | 1,014 | ||
Professional Fees | 139 | 131 | 897 | 568 | ||
Foreign exchange (gain) loss | 3 | (11) | 1 | (7) | ||
Ambler Metals | ||||||
Assets [Abstract] | ||||||
Total assets | 102,140 | 102,140 | 114,049 | |||
Cash | 66,866 | 66,866 | 80,755 | |||
Mineral properties | 30,899 | 30,899 | 30,899 | |||
Liabilities [Abstract] | ||||||
Total liabilities | (4,200) | (4,200) | (4,335) | |||
Accounts payable and accrued liabilities | (3,707) | (3,707) | (3,664) | |||
Members' equity (total assets less total liabilities) | 97,940 | 97,940 | 109,714 | |||
Ambler Metals' Net Loss | ||||||
Depreciation | 38 | 32 | 113 | 77 | ||
Corporate salaries and wages | 478 | 477 | 1,417 | 1,437 | ||
General and administrative | 43 | 158 | 389 | 560 | ||
Mineral property expense | 5,210 | 17,120 | 10,002 | 24,527 | ||
Professional Fees | 181 | 125 | 397 | 626 | ||
Foreign exchange (gain) loss | (6) | 10 | (3) | 5 | ||
Interest and other income | 125 | 72 | 319 | 642 | ||
Comprehensive loss | 5,819 | $ 17,850 | 11,996 | $ 26,590 | ||
Ambler Metals LLC | ||||||
The carrying value of equity method investment | ||||||
Investment in Ambler Metals | $ 142,754 | |||||
Joint venture, contributed amount | 111 | 111 | ||||
Share of loss on equity investment | (5,998) | |||||
Investment in Ambler Metals | $ 136,867 | $ 136,867 | $ 176,000 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Sep. 01, 2023 | Aug. 31, 2023 | Nov. 30, 2022 |
Subsequent Event [Line Items] | |||
Trade accounts payable | $ 92,000 | $ 188,000 | |
Accrued liabilities | 94,000 | 36,000 | |
Accrued salaries and vacation | 296,000 | 121,000 | |
Accounts payable and accrued liabilities | $ 482,000 | $ 345,000 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Accrued salaries and vacation | $ 166,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended |
Aug. 31, 2023 USD ($) | |
Leases | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | false |
Weighted-average remaining lease term | 7 months 6 days |
Weighted-average discount rate | 8% |
Cash paid for amounts included in the measurement of lease liabilities | $ 149,102 |
Leases - Right of use asset (De
Leases - Right of use asset (Details) $ in Thousands | 9 Months Ended |
Aug. 31, 2023 USD ($) | |
Leases | |
Balance, beginning | $ 319 |
Net amortization | (131) |
Balance, ending | $ 188 |
Leases - Lease liabilities (Det
Leases - Lease liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Leases | ||
Operating lease costs | $ 140 | $ 140 |
Variable lease costs | 103 | 108 |
Total lease expense | $ 243 | $ 248 |
Leases - Future minimum payment
Leases - Future minimum payments (Details) $ in Thousands | Aug. 31, 2023 USD ($) |
Future minimum payments | |
2023 | $ 51 |
2024 | 33 |
Total undiscounted lease payments | 84 |
Effect of discounting | (2) |
Present value of lease payments recognized as lease liability | $ 82 |
Share capital - Narrative (Deta
Share capital - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||||||
Apr. 25, 2023 USD ($) $ / shares shares | Aug. 31, 2023 USD ($) $ / shares shares | May 31, 2023 USD ($) shares | Feb. 28, 2023 USD ($) shares | Feb. 28, 2023 $ / shares | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) shares | Feb. 28, 2022 USD ($) shares | Feb. 28, 2022 $ / shares | Aug. 31, 2023 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) | Aug. 31, 2023 $ / shares | Nov. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares, conversion | 1 | ||||||||||||
Non-vested stock options outstanding | 12,999,400 | 12,999,400 | |||||||||||
Private placement, net proceeds | $ | $ 3,115,000 | ||||||||||||
Stock-based compensation | $ | $ (393,000) | $ (371,000) | $ (2,220,000) | $ (571,000) | $ (503,000) | $ (1,865,000) | |||||||
Weighted average exercise price options outstanding | $ / shares | $ 2.16 | $ 2.16 | |||||||||||
Period for recognition of stock compensation expense | 16 months | ||||||||||||
Aggregate intrinsic value, vested options | $ | $ 0 | $ 0 | |||||||||||
Aggregate intrinsic value, options exercised | $ | $ 0 | $ 50,000 | |||||||||||
Share capital | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock committed for issuance | 155,559,334 | 155,559,334 | 146,225,035 | ||||||||||
Shares issued for private placement, net of share issue cost (Shares) | 5,854,545 | 5,854,545 | 5,854,545 | ||||||||||
Price per common share | $ / shares | $ 0.55 | ||||||||||||
Private placement, gross proceeds | $ | $ 3,200,000 | ||||||||||||
Private placement, net proceeds | $ | $ 3,100,000 | ||||||||||||
Exercise of options, Number of shares | 50,000 | 31,674 | |||||||||||
Nonvested Options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Non-vested stock options outstanding | 2,131,757 | 2,131,757 | |||||||||||
Weighted average exercise price options outstanding | $ / shares | $ 1.02 | ||||||||||||
Stock option expense not yet recognized | $ | $ 240,000 | $ 240,000 | |||||||||||
DSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation | $ | $ 2,000,000 | 1,600,000 | |||||||||||
Stock option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Non-vested stock options outstanding | 12,999,400 | 12,999,400 | 11,225,400 | ||||||||||
Weighted average exercise price options outstanding | $ / shares | $ 2.16 | $ 2.16 | $ 2.49 | ||||||||||
Exercise of options, Number of shares | 0 | ||||||||||||
Stock options granted | 3,230,000 | ||||||||||||
Weighted-average exercise price | $ / shares | $ 0.78 | ||||||||||||
Employees, consultants and directors | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options granted, expiration period | 5 years | ||||||||||||
Stock options granted | 0 | 0 | 3,230,000 | 1,734,500 | |||||||||
Vesting period | 2 years | ||||||||||||
Weighted-average exercise price | $ / shares | $ 0.78 | $ 2.21 | |||||||||||
Stock options granted, weighted average fair value | $ / shares | $ 0.37 | $ 0.94 | |||||||||||
Directors, employees and service providers | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation | $ | $ 800,000 | $ 1,400,000 | |||||||||||
Directors, employees and service providers | NovaGold Arrangement | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares, conversion | 6 | ||||||||||||
Directors, employees and service providers | NovaGold Arrangement | Nonvested Options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Non-vested stock options outstanding | 5,144 | 5,144 | |||||||||||
Common stock committed for issuance | 859 | 859 |
Share capital - Authorized unli
Share capital - Authorized unlimited common shares, no par value (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 25, 2023 | Aug. 31, 2023 | May 31, 2023 | Feb. 28, 2023 | Aug. 31, 2022 | May 31, 2022 | Feb. 28, 2022 | Aug. 31, 2023 | Nov. 30, 2022 | |
Class of Stock [Line Items] | |||||||||
Unlimited common shares authorized | Unlimited | Unlimited | |||||||
Common Stock, No Par Value | $ 0 | $ 0 | $ 0 | ||||||
Private Placement, net of share issue cost, Ascribed value | $ 3,115 | ||||||||
Services settled by common shares, Ascribed value | $ 20 | $ 35 | $ 4 | ||||||
Share capital | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise of options, Number of shares | 50,000 | 31,674 | |||||||
Private Placement, net of share issue cost, Number of shares | 5,854,545 | 5,854,545 | 5,854,545 | ||||||
Private Placement, net of share issue cost, Ascribed value | $ 3,115 | $ 3,115 | |||||||
Restricted share units, Number of shares | 248,092 | 213,463 | 2,346,366 | 244,216 | 110,000 | 391,332 | 2,807,921 | ||
Restricted share units, Ascribed value | $ 1,780 | ||||||||
Deferred share units, Number of shares | 415,056 | ||||||||
Deferred share units, Ascribed value | $ 468 | ||||||||
NovaGold deferred share units conversion, Number of shares | 1,130 | 1,130 | |||||||
NovaGold deferred share units conversion, Ascribed value | $ 3 | $ 3 | |||||||
Services settled by common shares, Number of shares | 40,816 | 63,533 | 7,793 | 112,142 | |||||
Services settled by common shares, Ascribed value | $ 20 | $ 35 | $ 4 | $ 60 | |||||
Joint venture equity contribution (note 3(b)), Number of shares | 143,505 | 31,469 | 143,505 | ||||||
Joint venture equity contribution (note 3(b)), Ascribed value | $ 111 | $ 111 | |||||||
Ending balance, Number of shares outstanding | 155,559,334 | 155,559,334 | 146,225,035 | ||||||
Beginning balance, Number of shares | 146,225,035 | 146,225,035 | |||||||
Ending balance, Ascribed value | $ 187,715 | $ 187,715 | $ 182,178 | ||||||
Beginning balance, Ascribed value | $ 182,178 | $ 182,178 | |||||||
Contributed surplus. | |||||||||
Class of Stock [Line Items] | |||||||||
NovaGold deferred share units conversion, Ascribed value | $ (3) |
Share capital - Assumptions use
Share capital - Assumptions used in the pricing model (Details) | 9 Months Ended |
Aug. 31, 2023 $ / shares | |
Share capital. | |
Risk-free interest rates | 3.49% |
Exercise price | $ 0.78 |
Expected life | 3 years |
Expected volatility | 67.70% |
Expected dividends |
Share capital - Stock options p
Share capital - Stock options plans and changes (Details) | 9 Months Ended |
Aug. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance - end of period, number of options | 12,999,400 |
Balance - end of period, weighted average exercise price | $ / shares | $ 2.16 |
Stock option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance - beginning of the year, number of options | 11,225,400 |
Balance - beginning of the year, weighted average exercise price | $ / shares | $ 2.49 |
Number of options, Granted | 3,230,000 |
Weighted average exercise price, Granted | $ / shares | $ 0.78 |
Number of options, Exercised | 0 |
Number of options, Cancelled | (286,000) |
Weighted average exercise price, Cancelled | $ / shares | $ 2.70 |
Number of options, Expired | (1,170,000) |
Weighted average exercise price, Expired | $ / shares | $ 1.43 |
Balance - end of period, number of options | 12,999,400 |
Balance - end of period, weighted average exercise price | $ / shares | $ 2.16 |
Share capital - Stock options o
Share capital - Stock options outstanding (Details) | 9 Months Ended |
Aug. 31, 2023 $ / shares shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options | shares | 12,999,400 |
Weighted average years to expiry | 2 years 5 months 15 days |
Weighted average exercise price options outstanding | $ 2.16 |
Number of exercisable options | shares | 10,867,643 |
Weighted average exercise price exercisable | $ 2.38 |
Number of unvested options | shares | 2,131,757 |
$0.75 to $1.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 0.75 |
Exercise price upper range limit | $ 1 |
Number of outstanding options | shares | 3,230,000 |
Weighted average years to expiry | 4 years 3 months 7 days |
Weighted average exercise price options outstanding | $ 0.78 |
Number of exercisable options | shares | 1,463,328 |
Weighted average exercise price exercisable | $ 0.78 |
Number of unvested options | shares | 1,766,672 |
$2.01 to $2.50 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 2.01 |
Exercise price upper range limit | $ 2.50 |
Number of outstanding options | shares | 2,270,250 |
Weighted average years to expiry | 2 years 6 months 21 days |
Weighted average exercise price options outstanding | $ 2.27 |
Number of exercisable options | shares | 1,905,165 |
Weighted average exercise price exercisable | $ 2.28 |
Number of unvested options | shares | 365,085 |
$2.51 to $3.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 2.51 |
Exercise price upper range limit | $ 3 |
Number of outstanding options | shares | 6,041,650 |
Weighted average years to expiry | 1 year 8 months 23 days |
Weighted average exercise price options outstanding | $ 2.64 |
Number of exercisable options | shares | 6,041,650 |
Weighted average exercise price exercisable | $ 2.64 |
Number of unvested options | shares | 0 |
$3.01 to $3.50 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | $ 3.01 |
Exercise price upper range limit | $ 3.50 |
Number of outstanding options | shares | 1,457,500 |
Weighted average years to expiry | 1 year 3 months 21 days |
Weighted average exercise price options outstanding | $ 3.03 |
Number of exercisable options | shares | 1,457,500 |
Weighted average exercise price exercisable | $ 3.03 |
Number of unvested options | shares | 0 |
Share capital - Unit plans and
Share capital - Unit plans and changes (Details) | 9 Months Ended |
Aug. 31, 2023 shares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance - beginning of the period | 257,268 |
Granted | 4,273,433 |
Vested/Converted | (2,920,063) |
Balance - end of the period | 1,610,638 |
DSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance - beginning of the period | 1,560,734 |
Granted | 1,107,895 |
Vested/Converted | (415,056) |
Balance - end of the period | 2,253,573 |
Financial instruments - Narrati
Financial instruments - Narrative (Details) | 9 Months Ended | |||
Aug. 31, 2023 USD ($) | Sep. 01, 2023 USD ($) | Aug. 31, 2023 CAD ($) | Nov. 30, 2022 USD ($) | |
Cash | $ 3,049,000 | $ 2,573,000 | ||
Accounts receivable | $ 10,000 | $ 17,000 | ||
Subsequent Event | ||||
Accrued salaries | $ 166,000 | |||
10% change in the US-Canadian exchange rate | ||||
Cash | $ 126,000 | |||
Accounts receivable | 12,000 | |||
Accounts payable | $ 340,000 | |||
Change in foreign exchange rate | 10% | 10% | ||
Foreign exchange loss | $ 14,000 | |||
1% change in interest rates | ||||
Change in interest rate | 1% | 1% |
Financial instruments - Contrac
Financial instruments - Contractually obligated cash flow requirements (Details) $ in Thousands | Aug. 31, 2023 USD ($) |
Total | $ 566 |
Less than 1 year | 566 |
1 - 2 Years | 0 |
2 - 5 Years | 0 |
Thereafter | 0 |
Accounts payable and accrued liabilities | |
Total | 482 |
Less than 1 year | 482 |
1 - 2 Years | 0 |
2 - 5 Years | 0 |
Thereafter | 0 |
Office lease | |
Total | 84 |
Less than 1 year | 84 |
1 - 2 Years | 0 |
2 - 5 Years | 0 |
Thereafter | $ 0 |
Subsequent event (Details)
Subsequent event (Details) - Subsequent Event | Sep. 01, 2023 USD ($) shares |
RSUs | Senior management | |
Subsequent Event [Line Items] | |
Cash salaries | $ | $ 166,000 |
Granted (in shares) | shares | 283,693 |
DSUs. | Director | |
Subsequent Event [Line Items] | |
Director fees | $ | $ 82,750 |
Granted (in shares) | shares | 175,127 |