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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 9, 2024
_______________________
Trilogy
Metals Inc.
(Exact name of registrant as specified in its charter)
_______________________
|
|
|
British Columbia |
001-35447 |
98-1006991 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Suite 1150, 609 Granville Street
Vancouver, British Columbia
Canada, V7Y 1G5
(Address of principal executive offices, including
zip code)
(604) 638-8088
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares |
TMQ |
NYSE American
Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition |
On February 9, 2024, Trilogy Metals Inc. (the “Company”)
issued a press release reporting financial results for the fiscal year and fourth quarter ended November 30, 2023. A copy of the press
release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form
8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability
of that section, and shall not be incorporated by reference into any registration statement or other document filed under Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure |
On February 9, 2024, the Company issued a press release reporting financial
results for the fiscal year and fourth quarter ended November 30, 2023.
A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
TRILOGY METALS INC. |
|
|
|
Dated:
February 9, 2024 |
By: |
/s/ Elaine Sanders |
|
|
Elaine Sanders, Chief Financial Officer |
Exhibit 99.1
Trilogy Metals Reports Fiscal 2023 Year End Results
VANCOUVER, BC, Feb. 9, 2024 /CNW/ - Trilogy Metals
Inc. (TSX: TMQ) (NYSE American: TMQ) ("Trilogy Metals", "Trilogy" or "the Company") announces its financial
results for the year and fourth quarter ended November 30, 2023. Details of the Company's financial results are contained in the audited
consolidated financial statements and Management's Discussion and Analysis in our annual report on Form 10-K which will be available on
the Company's website at www.trilogymetals.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. All amounts are in United
States dollars unless otherwise stated.
Annual Financial Results
The following selected annual information is prepared
in accordance with U.S. GAAP.
in thousands of dollars,
except for per share amounts |
Selected financial results |
Year ended
November 30,
2023
$ |
Year ended
November 30,
2022
$ |
Exploration expense |
43 |
47 |
General and administrative |
1,328 |
1,287 |
Investor relations |
130 |
183 |
Professional fees |
1,073 |
998 |
Salaries |
753 |
984 |
Salaries & directors fees – stock-based compensation |
3,887 |
3,427 |
Share of loss on equity investment |
7,844 |
17,360 |
Comprehensive loss for the year |
(14,951) |
(24,257) |
Basic and diluted loss per common share |
(0.10) |
(0.17) |
For the year ended November 30, 2023, we reported
a net loss of $15.0 million (or $0.10 basic and diluted loss per common share) compared to a net loss of $24.3 million (or $0.17 basic
and diluted loss per common share) in fiscal 2022. The $9.3 million decrease in comprehensive loss in the current year, when compared
to fiscal 2022, is due to the decrease in our share of losses from our equity investment in Ambler Metals LLC of $9.5 million, decrease
in salaries of $0.2 million and partially offset from an increase of $0.6 million in salaries and directors expense – stock-based
compensation, when compared to prior fiscal year 2022. The decrease in our share of losses of Ambler Metals of $9.5 million is mainly
due to the decrease in mineral property expenses over the comparative fiscal year 2022. The lack of an exploration drilling program during
the 2023 summer field season resulted in decreases in drilling, engineering, and project support cost and partially offset from the increase
in spending on the Ambler Access Project.
Outlook for 2024
Ambler Metals LLC ("Ambler Metals" or the
"Joint Venture"), the joint venture operating company owned equally by Trilogy and South32 Limited (ASX, LSE, JSE: S32; ADR:
SOUHY), had $63.8 million of cash as at the fiscal year end on November 30, 2023. The owners have approved a budget for Ambler Metals
for fiscal 2024 in the amount of $5.5 million (2023 - $9.2 million) and $2.5 million (2023 - $12.3 million) for the Ambler Access Project
of which the entire amounts are funded by the Joint Venture. The main focus of this year's $5.5 million budget for Ambler Metals
is to support external and community affairs, maintain the State of Alaska mineral claims in good standing and the maintenance of physical
assets.
The Company has approved a 2024 cash budget for corporate,
head office, activities of approximately $2.8 million (2023 - $4.0 million). The corporate budget consists of personnel and related
costs of $0.7 million (2023 - $0.9 million), professional fees of $0.6 million (2023 - $1.5 million), investor relations and marketing
costs of $0.1 million ( 2023 - $0.2 million), office related costs of $0.4 million (2023 - $0.4 million), insurance costs of $0.6 million
(2023 - $0.6 million), regulatory costs of $0.3 million (2023 - $0.3 million) and exploration activities of $0.1 million (2023 - $0.1
million). Trilogy had $2.6 million of cash at the fiscal year end on November 30, 2023. The Company intends to finance its
future budget requirements through a combination of debt and/or equity issuance.
Liquidity and Capital Resources
On April 25, 2023, the Company completed a non-brokered
private placement of 5,854,545 common shares of the Company (the "Common Shares") at a price of $0.55 per Common Share for gross
proceeds of $3.2 million and net proceeds of $3.1 million. Financing costs consisted of legal and stock exchange fees.
During the 2023 fiscal year, we expended $3.1 million
on operating activities with the majority of cash spent on corporate salaries, professional fees related to our annual regulatory filings,
annual insurance renewal, annual fees paid to the Toronto Stock Exchange and the NYSE American Exchange and with the American and Canadian
securities commissions.
As at November 30, 2023, we had $2.6 million in cash
and working capital (current assets less current liabilities) of $2.4 million. Management continues with cash preservation strategies
to reduce cash expenditures where feasible, including but not limited to reductions in marketing and investor conferences and office expenses.
In addition, the Company's Board of Directors have agreed to take all of their fees in shares of the Company in an effort to preserve
cash and increase share ownership. The Company's senior management team are also taking a portion of their base salaries in shares
of the Company to preserve cash.
All project related costs are funded by the Joint
Venture. Ambler Metals is well funded to advance the Upper Kobuk Mineral Projects ("UKMP") with $63.8 million in cash and $62.4
million in working capital as at November 30, 2023. There are sufficient funds at the Joint Venture to fund an operating budget of $5.5
million and $2.5 million for the Ambler Access Project for fiscal 2024. Trilogy does not anticipate having to fund the activities of Ambler
Metals until the current cash balance of $63.8 million is expended.
Future cash requirements may vary materially from
current expectations. The Company will need to raise additional funds in the future to support its operations and administration expenses.
Future sources of liquidity are likely in the form of an equity financing but may include debt financing, convertible debt, exercise of
options, or other means. The continued operations of the Company are dependent on its ability to obtain additional financing or to generate
future cash flows. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These
uncertainties raise substantial doubt about the Company's ability to continue as a going concern.
Qualified Persons
Richard Gosse, P.Geo, Vice President Exploration for
Trilogy Metals Inc., is a Qualified Person as defined by National Instrument 43-101. Mr. Gosse has reviewed the technical information
in this news release and approves the disclosure contained herein.
About Trilogy Metals
Trilogy Metals Inc. is a metal exploration and development
company holding a 50 percent interest in Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral Projects in northwestern
Alaska. On December 19, 2019, South32, a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture
with Trilogy. The UKMP is located within the Ambler Mining District which is one of the richest and most-prospective known copper-dominant
districts in the world. It hosts world-class polymetallic volcanogenic massive sulphide ("VMS") deposits that contain copper,
zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high-grade copper and cobalt mineralization.
Exploration efforts have been focused on two deposits in the Ambler Mining District – the Arctic VMS deposit and the Bornite
carbonate replacement deposit. Both deposits are located within a land package that spans approximately 190,929 hectares. Ambler Metals
has an agreement with NANA Regional Corporation, Inc., an Alaska Native Corporation that provides a framework for the exploration and
potential development of the Ambler Mining District in cooperation with local communities. Trilogy's vision is to develop the Ambler Mining
District into a premier North American copper producer while protecting and respecting subsistence livelihoods.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking
information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning
of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact, included herein, including, without limitation, proposed advancement of
the Ambler Road Project, planned activities at the UKMP, the outlook for 2024, the Company's anticipated budget for corporate activities
and the Company's ability to fund its operations and the requirement for additional funding at Ambler Metals, resource estimates, are
forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential", "possible",
and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should"
occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements
will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from the Company's expectations include the uncertainties involving the outcome
of pending litigation, success of exploration activities, permitting timelines, requirements for additional capital, risks pertaining
to the outbreak of the coronavirus (COVID-19), government regulation of mining operations, environmental risks, prices for energy inputs,
labour, materials, supplies and services, uncertainties involved in the interpretation of drilling results and geological tests, unexpected
cost increases and other risks and uncertainties disclosed in the Company's Annual Report on Form 10-K for the year ended November 30,
2023 filed with Canadian securities regulatory authorities and with the United States Securities and Exchange Commission and in other
Company reports and documents filed with applicable securities regulatory authorities from time to time. The Company's forward-looking
statements reflect the beliefs, opinions and projections on the date the statements are made. The Company assumes no obligation to update
the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.
View original content:https://www.prnewswire.com/news-releases/trilogy-metals-reports-fiscal-2023-year-end-results-302058225.html
SOURCE Trilogy Metals Inc.
View original content: http://www.newswire.ca/en/releases/archive/February2024/09/c2959.html
%CIK: 0001543418
For further information: Company Contacts: Tony Giardini, President
& Chief Executive Officer; Elaine Sanders, Vice President & Chief Financial Officer, Phone: 604-638-8088
CO: Trilogy Metals Inc.
CNW 06:30e 09-FEB-24
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