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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):
October 5, 2022
_______________________
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 October 5, 2022, Trilogy Metals Inc. (the “Company”)
issued a press release reporting financial results for the third quarter ended August 31, 2022. 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 October 5, 2022, the Company issued a press release reporting financial
results for the third quarter ended August 31, 2022.
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: October 5, 2022 |
By: |
/s/ Elaine Sanders |
|
|
Elaine Sanders, Chief Financial Officer |
Exhibit 99.1
Trilogy Metals Reports Third Quarter Fiscal 2022
Financial Results
VANCOUVER, BC, Oct. 5, 2022 /CNW/ - Trilogy
Metals Inc. (TSX: TMQ) (NYSE: TMQ) ("Trilogy Metals", "Trilogy" or "the Company") announces its financial
results for the third quarter ended August 31, 2022. Details of the Company's financial results are contained in the interim unaudited
consolidated financial statements and Management's Discussion and Analysis which will be available on the Company's website at www.trilogymetals.com,
on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. All amounts are in United States dollars unless otherwise stated.
Highlights
- Exploration field season completed for the Upper Kobuk Mineral
Projects ("UKMP") with over 10,700 meters drilled.
- Projects are well funded with Ambler Metals LLC, our 50/50 joint
venture with South32 Limited, holding $93.5 million as at August 31, 2022.
- Trilogy cash position of $3.1 million and working capital of $2.9
million as at August 31, 2022 sufficient to fund head office operations for the next twelve months.
Joint Venture Project Activities
Field season activities at the Upper Kobuk Mineral
Project ("UKMP") commenced in late May, with the camp opening on May 20 and drilling was completed on September 16. The
Bornite camp is expected to be fully shut down during the first week of October. The $26.2 million approved budget for Ambler Metals LLC
for this year was mainly spent on the summer field program, which included 10,739 meters of diamond drilling that prioritized advancing
the Arctic Project with additional infill drilling to further improve the confidence in the resource and the completion of a geotechnical
study to further de-risk the Arctic Project. Exploration outside of the Arctic deposit focused on identifying copper-rich satellite deposits
near Arctic in the Volcanic Massive Sulphide ("VMS") Belt and the Cosmos Hills. The forecasted spend at Ambler Metals
for the fiscal year is estimated to be approximately $28.5 million which is $2.3 million or 8.8% higher than budget.
For the 2022 Arctic field program, Ambler Metals completed
8,376 meters in 47 holes as part of an 8,400-meter infill program to increase confidence of the resource from the Indicated to Measured
category. This includes five holes totaling 815 meters completed for the geotechnical assessment of Arctic that was initiated last year
and two infill holes instrumented for the ongoing geohydrological assessment.
The 2022 exploration program for the Cosmos Hills
and Ambler VMS Belt includes drilling of 7 holes totaling 2,363 meters as well as detailed mapping and soil sampling to build on the work
performed during the prior year. In addition, 1,350 meters of trenching was completed around Pardner Hill.
The Company expects to begin announcing drill results
during the fourth quarter of 2022.
Ambler Mining District Industrial Access Project ("AMDIAP"
or "Ambler Access Project")
In a press release dated September 21, 2022, the Company
provided an update on the AMDIAP. The United States Bureau of Land Management ("USBLM") published in the Federal Register a
Notice of Intent ("NOI") that it will prepare a Supplemental Environmental Impact Statement ("SEIS") for the proposed
AMDIAP. The NOI includes a 45-day comment period on the SEIS, which will allow the USBLM to determine if any additional impacts and resources
related to previously identified deficiencies should be more thoroughly assessed. The NOI also indicated that input by Alaska Native Tribes
and Corporations will continue to be of critical importance and that the USBLM will continue to consult with these entities under applicable
guidance. The USBLM anticipates publishing a Draft SEIS during the second quarter of 2023, after which it will accept public comments
on the Draft SEIS.
The Company anticipates intervenor defendants, including
the State of Alaska, NANA Regional Corporation, Inc. and Ambler Metals LLC, to provide comments to the Court in the road permit lawsuit
against the United States Department of Interior ("DOI") urging the DOI to expedite their work with a goal to reinstating the
Joint Record of Decision for the Ambler Access Project.
Selected Results
The following selected financial information is prepared
in accordance with U.S. GAAP.
in thousands of dollars |
Three months ended |
Nine months ended |
Selected expenses |
August 31,
2022
$ |
August 31,
2021
$ |
August 31,
2022
$ |
August 31,
2021
$ |
General and administrative |
279 |
425 |
1,014 |
1,188 |
Investor relations |
18 |
170 |
155 |
440 |
Professional fees |
131 |
123 |
568 |
627 |
Salaries |
172 |
365 |
847 |
1,210 |
Share of loss on equity investment |
8,925 |
6,072 |
13,295 |
8,892 |
|
|
|
|
|
For the three-month and nine-month periods ended August
31, 2022, cash preservation strategies resulted in overall cash savings of $0.5 million and $0.9 million, respectively in general and
administrative expenses, investor relations, professional fees and salaries when compared to the same periods last year. The increase
in our share of losses of Ambler Metals of $2.9 million and $4.4 million, respectively was mainly due to an increase in mineral property
expenses over the comparative quarter in the prior year from higher drilling and project support costs as well as higher pre-development
costs for the Ambler Access Project.
Liquidity and Capital Resources
We expended $3.4 million on operating activities during
the nine-month period ending August 31, 2022 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.
At August 31, 2022, we had $3.1 million in cash and
cash equivalents and working capital of $2.9 million. The Company continues to manage its cash expenditures through its working capital.
Management continues to review the fiscal 2022 budget for cash preservation opportunities and has reduced 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 equity 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 equity of the Company to preserve cash. Management
believes that the combination of these cost reduction efforts results in sufficient cash to fund the Company's operations for the next
twelve months.
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 scientific and 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 that holds a 50 percent interest in Ambler Metals LLC which has a 100 percent interest in the UKMP 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, one of the richest and most-prospective known copper-dominant districts
in the world. It hosts world-class polymetallic VMS deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement
deposits that 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 181,387 hectares. Ambler Metals LLC 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, statements relating to
the anticipated timing of drill results, the expected timing of the shutdown of the Bornite Camp, the Company's forecasted expenditures
for the fiscal year, the Company's ability to fund its operations, our expectations relating to and continued work with the DOJ and other
intervenor defendants in the lawsuits concerning the Ambler Access Project, the requirement for additional funding at Ambler Metals and
the perceived merit of the Company's properties 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 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, 2021 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-third-quarter-fiscal-2022-financial-results-301640930.html
SOURCE Trilogy Metals Inc.
View original content: http://www.newswire.ca/en/releases/archive/October2022/05/c9771.html
%CIK: 0001543418
For further information: Tony Giardini, President & Chief Executive
Officer; Elaine Sanders, Vice President & Chief Financial Officer, 604-638-8088 or 1-855-638-8088
CO: Trilogy Metals Inc.
CNW 06:30e 05-OCT-22
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This regulatory filing also includes additional resources:
ex991.pdf
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