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Investment in Ambler Metals LLC

3 Months Ended

Feb. 28, 2026

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 Ambler Metals, a 50/50 joint venture 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 $145.0 million, resulting in each party’s subsidiaries directly owning a 50% interest in Ambler Metals.

Ambler Metals is a 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 maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of February 28, 2026, totaled $106.4 million (November 30, 2025 - $105.3 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 $2.7 million for the three-month period ended February 28, 2026 (2025 - $1.2 million). During the quarter ended February 28, 2026, Trilogy and South32 each contributed $2.5 million in cash to Ambler Metals to fund its operations. The carrying value of Trilogy’s 50% investment in Ambler Metals as at February 28, 2026 is summarized in the following table.


	in thousands of dollars
		$
November 30, 2025, Investment in Ambler Metals		105,263
Joint venture equity contribution		2,500
Share of loss on equity investment for the period ended February 28, 2026		(1,343)
February 28, 2026, Investment in Ambler Metals		106,420

(c) The following table provides Ambler Metals’ balances on a 100% basis as at February 28, 2026. The Company’s carrying value of the investment in Ambler Metals exceeds its share of the carrying value of the net assets of Ambler Metals as a result of recording the Company’s initial investment in 2020 at fair value.


		in thousands of dollars
		February 28, 2026			November 30, 2025
		$			$
Cash and cash equivalents		6,167			3,507
Mineral properties		30,899			30,899
Other assets		1,838			1,303
Total assets		38,904			35,709

Accounts payable and accrued liabilities		1,465			961
Other liabilities		392			16
Total liabilities		1,857			977

Members' equity (total assets less total liabilities)		37,047			34,732

Ambler Metals’ cash and cash equivalents are held at one bank. The majority of the cash and cash equivalents is uninsured as at February 28, 2026.

(d) The following table summarizes Ambler Metals’ loss for the three-month period ended February 28, 2026.


in thousands of dollars
		For the three months ended
		February 28, 2026
		$
Project costs		1,818
Corporate costs		873
Other items		(5)
Comprehensive loss		2,686

(e) Related party transactions

During the three-month period ended February 28, 2026, the Company charged $14,000 (2025 - $46,000) related to administration services, accounting services and reimbursements of expenditures paid on behalf of Ambler Metals; all in connection with a service agreement between the Company and Ambler Metals. As at February 28, 2026, $1,160 remains outstanding and is recorded as a receivable.