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Investment in Ambler Metals LLC | 6 Months Ended
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May 31, 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 May 31, 2026, totaled $112.1 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 $2.3 million for the three-month period ended May 31, 2026 (2025 - $0.8 million) and $3.7 million for the six-month period ended May 31, 2026 (2025 - $1.3 million). During the six-month period ended May 31, 2026, Trilogy and South32 each contributed $10.5 million in cash to Ambler Metals to fund its operations. The carrying value of Trilogy’s 50% investment in Ambler Metals as at May 31, 2026 is summarized in the following table. ​
​ | ​ | ​ | ​
​ | in thousands of dollars
​ | ​ | $ | ​
November 30, 2025, Investment in Ambler Metals | ​ | 105,263 | ​
Joint venture equity contribution | ​ | 10,500 | ​
Share of loss on equity investment for the six-month period ended May 31, 2026 | ​ | (3,677) | ​
May 31, 2026, Investment in Ambler Metals | ​ | 112,086 | ​
​ (c) The following table provides Ambler Metals’ balances on a 100% basis as at May 31, 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
​ | ​ | May 31, 2026 | ​ | ​ | November 30, 2025 | ​
​ ​ ​ | ​ | $ | ​ | ​ | $ | ​
Cash and cash equivalents | ​ | 17,394 | ​ | ​ | 3,507 | ​
Mineral properties | ​ | 30,899 | ​ | ​ | 30,899 | ​
Other assets | ​ | 2,987 | ​ | ​ | 1,303 | ​
Total assets | ​ | 51,280 | ​ | ​ | 35,709 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Accounts payable and accrued liabilities | ​ | 2,543 | ​ | ​ | 961 | ​
Other liabilities | ​ | 359 | ​ | ​ | 16 | ​
Total liabilities | ​ | 2,902 | ​ | ​ | 977 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Members' equity (total assets less total liabilities) | ​ | 48,378 | ​ | ​ | 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 May 31, 2026. ​ (d) The following table summarizes Ambler Metals’ loss for the six-month period ended May 31, 2026. ​
​ | ​ | ​ | ​
in thousands of dollars
​ | ​ | For the six months ended | ​
​ | ​ | May 31, 2026 | ​
​ | ​ | $ | ​
Project costs | ​ | 4,938 | ​
Corporate costs | ​ | 2,368 | ​
Other items | ​ | 48 | ​
Comprehensive loss | ​ | 7,354 | ​
​ (e) Related party transactions ​ During the six-month period ended May 31, 2026, the Company charged $17,800 (2025 - $105,200) related to administration services, accounting services and reimbursements of expenditure paid on behalf of Ambler Metals; all in connection with a service agreement between the Company and Ambler Metals. As at May 31, 2026, $4,600 remains outstanding and is recorded as a receivable. Subsequent to May 31, 2026, the Company funded an additional $6.5 million to Ambler Metals, bringing total funding to $17.0 million.

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478156/740-323-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org/323/tableOfContent + Details
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