Trilogy Metals Inc.

Table	of	ContentsUNITED	STATESSECURITIES	AND	EXCHANGE	COMMISSIONWashington,	D.C.	20549FORM	10-K☒☒ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934For	the	Fiscal	Year	Ended	November	30,	2020OR☐☐TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934For	the	Transition	Period	from							toCommission	File	Number:	1-35447TRILOGY	METALS	INC.(Exact	Name	of	Registrant	as	Specified	in	Its	Charter)British	Columbia98-1006991(State	or	Other	Jurisdiction	of(I.R.S.	EmployerIncorporation	or	Organization)Identification	No.)Suite	1150,	609	Granville	StreetVancouver,	British	ColumbiaCanadaV7Y	1G5(Address	of	Principal	Executive	Offices)(Zip	Code)(604)	638-8088(Registrant’s	Telephone	Number,	Including	Area	Code)Title	of	Each	Class				Trading	Symbol				Name	of	Each	Exchange	on	Which	RegisteredCommon	Shares,	no	par	valueTMQNYSE	AMERICANSecurities	registered	pursuant	to	Section	12(g)	of	the	Act:	NoneIndicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.	Yes	☐	No	☒Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.	Yes	☐	No	☒Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the	preceding	12	months	(or	for	suchshorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past	90	days.	Yes		☒	No	☐Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	every	Interactive	Data	File	required	to	be	submitted	pursuant	to	Rule	405	of	Regulation	S-T	during	the	preceding	12	months(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	such	files).	Yes		☒	No	☐Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	a	smaller	reporting	company,	or	emerging	growth	company.	See	the	definitions	of“large	accelerated	filer,”	“accelerated	filer,”	“smaller	reporting	company,”	and	“emerging	growth	company”	in	Rule	12b-2	of	the	Exchange	Act.Large	accelerated	filer	☐Accelerated	filer	☒Non-accelerated	filer	☐Smaller	reporting	company	☒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	standardsprovided	pursuant	to	Section	13(a)	of	the	Exchange	Act.	☐Indicate	by	check	mark	whether	the	registrant	has	filed	a	report	on	and	attestation	to	its	management's	assessment	of	the	effectiveness	of	its	internal	control	over	financial	reporting	under	Section404(b)	of	the	Sarbanes-Oxley	Act	(15	U.S.C.	7262(b))	by	the	registered	public	accounting	firm	that	prepared	or	issued	its	audit	report.		☐Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).	Yes	☐	No	☒As	at	May	31,	2020,	the	aggregate	market	value	of	the	registrant’s	Common	Shares	held	by	non-affiliates	was	approximately	$173	million.	As	of	February	12,	2021,	the	registrant	had	144,185,729	CommonShares,	no	par	value,	outstanding.DOCUMENTS	INCORPORATED	BY	REFERENCECertain	portions	of	the	registrant's	definitive	proxy	statement	to	be	filed	with	the	Securities	and	Exchange	Commission	pursuant	to	Regulation	14A	not	later	than	March	30,	2021,	in	connection	withthe	registrant’s	2021	annual	meeting	of	shareholders,	are	incorporated	herein	by	reference	into	Part	III	of	this	Annual	Report	on	Form	10-K.Table	of	Contents2TRILOGY	METALS	INC.TABLE	OF	CONTENTSPageCURRENCY3	FORWARD-LOOKING	STATEMENTS3	CAUTIONARY	NOTE	TO	UNITED	STATES	INVESTORS6	GLOSSARY7PART	I10			Item	1.BUSINESS10Item	1A.RISK	FACTORS18Item	1B.UNRESOLVED	STAFF	COMMENTS31Item	2.PROPERTIES31Item	3.LEGAL	PROCEEDINGS74Item	4.MINE	SAFETY	DISCLOSURES74	PART	II75	Item	5.MARKET	FOR	REGISTRANT’S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF	EQUITYSECURITIES75Item	6.SELECTED	FINANCIAL	DATA85Item	7.MANAGEMENT’S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS86Item	8.FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA100Item	9.CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE125Item	9A.CONTROLS	AND	PROCEDURES125Item	9B.OTHER	INFORMATION125	PART	III126	Item	10.DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE126Item	11.EXECUTIVE	COMPENSATION126Item	12.SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS126Item	13.CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS,	AND	DIRECTOR	INDEPENDENCE126Item	14.PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES127	PART	IV127	Item	15.EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES127Item	16.FORM	10-K	SUMMARY129Table	of	Contents3Unless	the	context	otherwise	requires,	the	words	“we,”	“us,”	“our,”	the	“Company”	and	“Trilogy”	refer	to	Trilogy	Metals	Inc.,	formerly	NovaCopper	Inc.(“Trilogy”),	a	British	Columbia	corporation,	either	alone	or	together	with	its	subsidiaries	as	the	context	requires,	as	of	November	30,	2020.CURRENCYAll	dollar	amounts	are	in	United	States	currency	unless	otherwise	stated.	References	to	C$	or	CDN$	refer	to	Canadian	currency,	and	$	or	US$	to	UnitedStates	currency.FORWARD-LOOKING	STATEMENTSThe	information	discussed	in	this	Annual	Report	on	Form	10-K	includes	“forward-looking	information”	and	“forward-looking	statements”	within	themeaning	of	Section	21E	of	the	Securities	Exchange	Act	of	1934	(the	“Exchange	Act”),	and	applicable	Canadian	securities	laws.	These	forward-lookingstatements	may	include	statements	regarding	perceived	merit	of	properties,	exploration	results	and	budgets,	mineral	reserves	and	resource	estimates,work	programs,	capital	expenditures,	operating	costs,	cash	flow	estimates,	production	estimates	and	similar	statements	relating	to	the	economicviability	of	a	project,	timelines,	strategic	plans,	statements	relating	anticipated	activity	with	respect	to	the	Ambler	Mining	District	Industrial	AccessProject	(“AMDIAP”),	the	Company’s	plans	and	expectations	relating	to	the	Upper	Kobuk	Mineral	Projects	(as	defined	herein),	completion	oftransactions,	market	prices	for	precious	and	base	metals,	the	results	of	the	Arctic	FS	(as	defined	herein)	or	other	statements	that	are	not	statements	offact.	These	statements	relate	to	analyses	and	other	information	that	are	based	on	forecasts	of	future	results,	estimates	of	amounts	not	yetdeterminable	and	assumptions	of	management.Statements	concerning	mineral	resource	estimates	may	also	be	deemed	to	constitute	“forward-looking	statements”	to	the	extent	that	they	involveestimates	of	the	mineralization	that	will	be	encountered	if	the	property	is	developed.	Any	statements	that	express	or	involve	discussions	with	respectto	predictions,	expectations,	beliefs,	plans,	projections,	objectives,	assumptions	or	future	events	or	performance	(often,	but	not	always,	identified	bywords	or	phrases	such	as	“expects”,	“is	expected”,	“anticipates”,	“believes”,	“plans”,	“projects”,	“estimates”,	“assumes”,	“intends”,	“strategy”,	“goals”,“objectives”,	“potential”,	“possible”	or	variations	thereof	or	stating	that	certain	actions,	events,	conditions	or	results	“may”,	“could”,	“would”,“should”,	“might”	or	“will”	be	taken,	occur	or	be	achieved,	or	the	negative	of	any	of	these	terms	and	similar	expressions)	are	not	statements	ofhistorical	fact	and	may	be	forward-looking	statements.	Forward-looking	statements	are	subject	to	a	variety	of	known	and	unknown	risks,	uncertaintiesand	other	factors	that	could	cause	actual	events	or	results	to	differ	from	those	reflected	in	the	forward-looking	statements,	including,	withoutlimitation:●risks	related	to	the	COVID-19	pandemic;●risks	related	to	inability	to	define	proven	and	probable	reserves;●risks	related	to	our	ability	to	finance	the	development	of	our	mineral	properties	through	external	financing,	strategic	alliances,	the	sale	ofproperty	interests	or	otherwise;●uncertainty	as	to	whether	there	will	ever	be	production	at	the	Company’s	mineral	exploration	and	development	properties;●risks	related	to	our	ability	to	commence	production	and	generate	material	revenues	or	obtain	adequate	financing	for	our	planned	explorationand	development	activities;●risks	related	to	lack	of	infrastructure	including	but	not	limited	to	the	risk	whether	or	not	the	AMDIAP	will	receive	the	requisite	permits	and,	ifit	does,	whether	the	Alaska	Industrial	Development	and	Export	Authority	(“AIDEA”)	will	build	the	AMDIAP;Table	of	Contents4●risks	related	to	inclement	weather	which	may	delay	or	hinder	exploration	activities	at	our	mineral	properties;●risks	related	to	our	dependence	on	a	third	party	for	the	development	of	our	projects;●none	of	the	Company’s	mineral	properties	are	in	production	or	are	under	development;●commodity	price	fluctuations;●uncertainty	related	to	title	to	our	mineral	properties;●our	history	of	losses	and	expectation	of	future	losses;●risks	related	to	increases	in	demand	for	equipment,	skilled	labor	and	services	needed	forexploration	and	development	of	mineral	propertiesand	related	cost	increases;●uncertainties	relating	to	the	assumptions	underlying	our	resource	estimates,	such	as	metal	pricing,	metallurgy,	mineability,	marketability	andoperating	and	capital	costs;●uncertainty	related	to	inferred	,	indicated	and	measured	mineral	resources;●mining	and	development	risks,	including	risks	related	to	infrastructure,	accidents,	equipment	breakdowns,	labor	disputes	or	otherunanticipated	difficulties	with	or	interruptions	in	development,	construction	or	production;●risks	and	uncertainties	relating	to	the	interpretation	of	drill	results,	the	geology,	grade	and	continuity	of	our	mineral	deposits;●risks	related	to	governmental	regulation	and	permits,	including	environmental	regulation,	including	the	risk	that	more	stringent	requirementsor	standards	may	be	adopted	or	applied	due	to	circumstances	unrelated	to	the	Company	and	outside	of	our	control;●the	risk	that	permits	and	governmental	approvals	necessary	to	develop	and	operate	mines	at	our	mineral	properties	will	not	be	available	on	atimely	basis	or	at	all;●risks	related	to	the	need	for	reclamation	activities	on	our	properties	and	uncertainty	of	cost	estimates	related	thereto;●risks	related	to	the	acquisition	and	integration	of	operations	or	projects;●our	need	to	attract	and	retain	qualified	management	and	technical	personnel;●risks	related	to	conflicts	of	interests	of	some	of	our	directors	and	officers;●risks	related	to	potential	future	litigation;●risks	related	to	market	events	and	general	economic	conditions;●risks	related	to	future	sales	or	issuances	of	equity	securities	decreasing	the	value	of	existing	Trilogy	common	shares	(“Common	Shares”),diluting	voting	power	and	reducing	future	earnings	per	share;●risks	related	to	the	voting	power	of	our	major	shareholders	and	the	impact	that	a	sale	by	such	shareholders	may	have	on	our	share	price;●uncertainty	as	to	the	volatility	in	the	price	of	the	Company’s	Common	Shares;Table	of	Contents5●the	Company’s	expectation	of	not	paying	cash	dividends;●adverse	federal	income	tax	consequences	for	U.S.	shareholders	should	the	Company	be	a	passive	foreign	investment	company;●risks	related	to	global	climate	change;●risks	related	to	adverse	publicity	from	non-governmental	organizations;●uncertainty	as	to	our	ability	to	maintain	the	adequacy	of	internal	control	over	financial	reporting	as	per	the	requirements	of	Section	404	ofthe	Sarbanes-Oxley	Act	(“SOX”);	and●increased	regulatory	compliance	costs,	associated	with	rules	and	regulations	promulgated	by	the	United	States	Securities	and	ExchangeCommission	(“SEC”),	Canadian	Securities	Administrators,	the	NYSE	American,	the	Toronto	Stock	Exchange	(“TSX”),	and	the	FinancialAccounting	Standards	Boards,	and	more	specifically,	our	efforts	to	comply	with	the	Dodd-Frank	Wall	Street	Reform	and	Consumer	ProtectionAct	(“Dodd-Frank”).This	list	is	not	exhaustive	of	the	factors	that	may	affect	any	of	our	forward-looking	statements.	Forward-looking	statements	are	statements	about	thefuture	and	are	inherently	uncertain,	and	our	actual	achievements	or	other	future	events	or	conditions	may	differ	materially	from	those	reflected	in	theforward-looking	statements	due	to	a	variety	of	risks,	uncertainties	and	other	factors,	including,	without	limitation,	those	referred	to	in	this	reportunder	the	heading	“Risk	Factors”	and	elsewhere.Our	forward-looking	statements	are	based	on	the	beliefs,	expectations	and	opinions	of	management	on	the	date	the	statements	are	made.	Inconnection	with	the	forward-looking	statements	contained	herein,	we	have	made	certain	assumptions	about	our	business,	including	about:●our	ability	to	achieve	production	at	our	Arctic	and	Bornite	Projects	(as	defined	herein);●the	accuracy	of	our	mineral	resource	estimates;●the	results,	costs	and	timing	of	future	exploration	drilling	and	engineering;●timing	and	receipt	of	approvals,	consents	and	permits	under	applicable	legislation;●the	adequacy	of	our	financial	resources;●the	receipt	of	third	party	contractual,	regulatory	and	governmental	approvals	for	the	exploration,	development,	construction	and	productionof	our	properties;●our	expected	ability	to	develop	adequate	infrastructure	and	that	the	cost	of	doing	so	will	be	reasonable;●continued	good	relationships	with	South32	(as	defined	below),	local	communities	and	other	stakeholders;●there	being	no	significant	disruptions	affecting	operations,	whether	relating	to	labor,	supply,	power,	damage	to	equipment	or	other	matters;●expected	trends	and	specific	assumptions	regarding	metal	prices	and	currency	exchange	rates;	and●prices	for	and	availability	of	fuel,	electricity,	parts	and	equipment	and	other	key	supplies	remaining	consistent	with	current	levels.Table	of	Contents6We	have	also	assumed	that	no	significant	events	will	occur	outside	of	our	normal	course	of	business.	Although	we	have	attempted	to	identifyimportant	factors	that	could	cause	actual	actions,	events	or	results	to	differ	materially	from	those	described	in	forward-looking	statements,	there	maybe	other	factors	that	cause	actions,	events	or	results	not	to	be	as	anticipated,	estimated	or	intended.	We	believe	that	the	assumptions	inherent	in	theforward-looking	statements	are	reasonable	as	of	the	date	hereof.	However,	forward-looking	statements	are	not	guarantees	of	future	performance	and,accordingly,	undue	reliance	should	not	be	put	on	such	statements	due	to	the	inherent	uncertainty	therein.	We	do	not	assume	any	obligation	to	updateforward-looking	statements	if	circumstances	or	management’s	beliefs,	expectations	or	opinions	should	change,	except	as	required	by	law.	For	thereasons	set	forth	above,	investors	should	not	place	undue	reliance	on	forward-looking	statements.	All	forward-looking	statements	contained	hereinare	qualified	by	these	cautionary	statements.CAUTIONARY	NOTE	TO	UNITED	STATES	INVESTORSUnless	otherwise	indicated,	all	resource	estimates,	and	any	reserve	estimates,	included	or	incorporated	by	reference	in	this	Annual	Report	on	Form	10-K	have	been,	and	will	be,	prepared	in	accordance	with	Canadian	National	Instrument	43-101	Standards	of	Disclosure	for	Mineral	Projects	(“NI	43-101”)and	the	Canadian	Institute	of	Mining,	Metallurgy	and	Petroleum	Definition	Standards	for	Mineral	Resources	and	Mineral	Reserves	(“CIM	DefinitionStandards”).	NI	43-101	is	a	rule	developed	by	the	Canadian	Securities	Administrators	which	establishes	standards	for	all	public	disclosure	an	issuermakes	of	scientific	and	technical	information	concerning	mineral	projects.	NI	43-101	permits	the	disclosure	of	an	historical	estimate	made	prior	to	theadoption	of	NI	43-101	that	does	not	comply	with	NI	43-101	to	be	disclosed	using	the	historical	terminology	if	the	disclosure:	(a)	identifies	the	sourceand	date	of	the	historical	estimate;	(b)	comments	on	the	relevance	and	reliability	of	the	historical	estimate;	(c)	to	the	extent	known,	provides	the	keyassumptions,	parameters	and	methods	used	to	prepare	the	historical	estimate;	(d)	states	whether	the	historical	estimate	uses	categories	other	thanthose	prescribed	by	NI	43-101;	and	(e)	includes	any	more	recent	estimates	or	data	available.Canadian	standards,	including	NI	43-101,	differ	significantly	from	the	requirements	of	the	SEC,	and	reserve	and	resource	information	contained	orincorporated	by	reference	into	this	Annual	Report	on	Form	10-K	may	not	be	comparable	to	similar	information	disclosed	by	U.S.	companies.	Inparticular,	and	without	limiting	the	generality	of	the	foregoing,	the	term	“resource”	does	not	equate	to	the	term	“reserves”.	Under	SEC	Industry	Guide7,	mineralization	may	not	be	classified	as	a	“reserve”	unless	the	determination	has	been	made	that	the	mineralization	could	be	economically	andlegally	produced	or	extracted	at	the	time	the	reserve	determination	is	made.	SEC	Industry	Guide	7	does	not	define	and	the	SEC’s	disclosure	standardsnormally	do	not	permit	the	inclusion	of	information	concerning	“measured	mineral	resources”,	“indicated	mineral	resources”	or	“inferred	mineralresources”	or	other	descriptions	of	the	amount	of	mineralization	in	mineral	deposits	that	do	not	constitute	“reserves”	by	U.S.	standards	in	documentsfiled	with	the	SEC.	U.S.	investors	should	also	understand	that	“inferred	mineral	resources”	have	a	great	amount	of	uncertainty	as	to	their	economic	andlegal	feasibility.	Under	Canadian	rules,	subject	to	certain	exceptions,	estimated	“inferred	mineral	resources”	may	not	form	the	basis	of	feasibility	orpre-feasibility	studies.	Investors	are	cautioned	not	to	assume	that	all	or	any	part	of	an	“inferred	mineral	resource”	exists	or	is	economically	or	legallymineable.	Disclosure	of	“contained	ounces”	in	a	resource	is	permitted	disclosure	under	Canadian	regulations;	however,	the	SEC	normally	only	permitsissuers	to	report	mineralization	that	does	not	constitute	“reserves”	by	SEC	standards	as	in-place	tonnage	and	grade	without	reference	to	unitmeasures.	The	requirements	of	NI	43-101	for	identification	of	“reserves”	are	also	not	the	same	as	those	of	the	SEC,	and	any	reserves	reported	by	us	incompliance	with	NI	43-101	may	not	qualify	as	“reserves”	under	SEC	standards.	We	have	no	known	reserves	as	defined	in	SEC	Industry	Guide	7.Accordingly,	information	concerning	mineral	deposits	set	forth	herein	may	not	be	comparable	to	similar	information	made	public	by	United	Statescompanies	subject	to	reporting	and	disclosure	requirements	under	United	States	federal	securities	laws	and	the	rules	and	regulations	thereunder.The	SEC	adopted	new	mining	property	disclosure	rules	("SK	1300")	that	will	replace	SEC	Industry	Guide	7.	SK	1300	will	apply	to	companies	beginningwith	a	company's	first	fiscal	year	beginning	on	or	after	January	1,	2021,	which	for	us	would	be	the	fiscal	year	beginning	December	1,	2021.Table	of	Contents7GLOSSARYWe	estimate	and	report	our	resources	and	reserves	according	to	the	definitions	set	forth	in	NI	43-101.	We	will	modify	and	reconcile	the	reserves	asappropriate	to	conform	to	SEC	Industry	Guide	7	for	reporting	in	the	U.S.	The	definitions	for	each	reporting	standard	are	presented	below	withsupplementary	explanation	and	descriptions	of	the	parallels	and	differences.For	a	glossary	of	certain	technical	terms	used	throughout	this	Form	10-K,	see	Item	2	Properties,	Glossary	of	Technical	Terms.Table	of	Contents8CIM	Definition	Standards,	adopted	by	CIM	Council	on	May	10,	2014:“feasibility	study”	means	a	comprehensive	technical	and	economic	study	of	the	selected	development	option	for	a	mineral	project	that	includesappropriately	detailed	assessments	of	applicable	modifying	factors	together	with	any	other	relevant	operational	factors	and	detailed	financialanalysis	that	are	necessary	to	demonstrate,	at	the	time	of	reporting,	that	the	extraction	is	reasonably	justified	(economically	mineable).	Theresults	of	the	study	may	reasonably	serve	as	the	basis	for	a	final	decision	by	a	proponent	or	financial	institution	to	proceed	with,	or	finance,the	development	of	the	project.	The	confidence	level	of	the	study	will	be	higher	than	that	of	a	pre-feasibility	study.“indicated	mineral	resource”	means	that	part	of	a	mineral	resource	for	which	quantity,	grade	or	quality,	densities,	shape	and	physical	characteristicsare	estimated	with	sufficient	confidence	to	allow	the	application	of	modifying	factors	in	sufficient	detail	to	support	mine	planning	andevaluation	of	the	economic	viability	of	the	deposit.	Geological	evidence	is	derived	from	adequately	detailed	and	reliable	exploration,	samplingand	testing	and	is	sufficient	to	assume	geological	and	grade	or	quality	continuity	between	points	of	observation.	An	indicated	mineralresource	has	a	lower	level	of	confidence	than	that	applying	to	a	measured	mineral	resource	and	may	only	be	converted	to	a	probable	mineralreserve.“inferred	mineral	resource”	means	that	part	of	a	mineral	resource	for	which	quantity	and	grade	or	quality	are	estimated	on	the	basis	of	limitedgeological	evidence	and	sampling.	Geological	evidence	is	sufficient	to	imply	but	not	verify	geological	and	grade	or	quality	continuity.	Aninferred	mineral	resource	has	a	lower	level	of	confidence	than	that	applied	to	an	indicated	mineral	resource	and	must	not	be	converted	to	amineral	reserve.	It	is	reasonably	expected	that	the	majority	of	inferred	mineral	resources	could	be	upgraded	to	indicated	mineral	resourceswith	continued	exploration.“measured	mineral	resource”	means	that	part	of	a	mineral	resource	for	which	quantity,	grade	or	quality,	densities,	shape	and	physical	characteristicsare	estimated	with	confidence	sufficient	to	allow	the	application	of	modifying	factors	to	support	detailed	mine	planning	and	final	evaluationof	the	economic	viability	of	the	deposit.	Geological	evidence	is	derived	from	detailed	and	reliable	exploration,	sampling	and	testing	and	issufficient	to	confirm	geological	and	grade	or	quality	continuity	between	points	of	observation.	A	measured	mineral	resource	has	a	higher	levelof	confidence	than	that	applying	to	either	an	indicated	mineral	resource	or	an	inferred	mineral	resource.	It	may	be	converted	to	a	provenmineral	reserve	or	to	a	probable	mineral	reserve.“mineral	reserve”	means	the	economically	mineable	part	of	a	measured	and/or	indicated	mineral	resource.	It	includes	diluting	materials	andallowances	for	losses,	which	may	occur	when	the	material	is	mined	or	extracted	and	is	defined	by	studies	at	pre-feasibility	or	feasibility	levelas	appropriate	that	include	application	of	modifying	factors.	Such	studies	demonstrate	that,	at	the	time	of	reporting,	extraction	couldreasonably	be	justified.	The	reference	point	at	which	mineral	reserves	are	defined,	usually	the	point	where	the	ore	is	delivered	to	theprocessing	plant,	must	be	stated.	It	is	important	that,	in	all	situations	where	the	reference	point	is	different,	such	as	for	a	saleable	product,	aclarifying	statement	is	included	to	ensure	that	the	reader	is	fully	informed	as	to	what	is	being	reported.	The	public	disclosure	of	a	mineralreserve	must	be	demonstrated	by	a	pre-feasibility	or	feasibility	study.“mineral	resource”	means	a	concentration	or	occurrence	of	solid	material	of	economic	interest	in	or	on	the	Earth’s	crust	in	such	form,	grade	or	qualityand	quantity	that	there	are	reasonable	prospects	for	eventual	economic	extraction.	The	location,	quantity,	grade	or	quality,	continuity	andother	geologic	characteristics	of	a	mineral	resource	are	known,	estimated	or	interpreted	from	specific	geological	evidence	and	knowledge,including	sampling.“modifying	factors”	means	the	considerations	used	to	convert	mineral	resources	to	mineral	reserves.	These	include,	but	are	not	restricted	to,	mining,processing,	metallurgical,	infrastructure,	economic,	marketing,	legal,	environmental,	social	and	governmental	factors.Table	of	Contents9“pre-feasibility	study	(preliminary	feasibility	study)”	means	a	comprehensive	study	or	a	range	of	options	for	the	technical	and	economic	viability	of	amineral	project	that	has	advanced	to	a	stage	where	a	preferred	mining	method,	in	the	case	of	underground	mining,	or	the	pit	configuration,	inthe	case	of	an	open	pit,	is	established	and	an	effective	method	of	mineral	processing	is	determined.	It	includes	a	financial	analysis	based	onreasonable	assumptions	on	the	modifying	factors	and	the	evaluation	of	any	other	relevant	factors	which	are	sufficient	for	a	Qualified	Person,acting	reasonably,	to	determine	if	all	or	part	of	the	mineral	resource	many	be	converted	to	a	mineral	reserve	at	the	time	of	reporting.	A	pre-feasibility	study	is	at	a	lower	confidence	level	than	a	feasibility	study.“probable	mineral	reserve”	means	the	economically	mineable	part	of	an	indicated,	and	in	some	circumstances,	a	measured	mineral	resource.	Theconfidence	in	the	modifying	factors	applying	to	a	probable	mineral	reserve	is	lower	than	that	applying	to	a	proven	mineral	reserve.“proven	mineral	reserve”	means	the	economically	mineable	part	of	a	measured	mineral	resource.	A	proven	mineral	reserve	implies	a	high	degree	ofconfidence	in	the	modifying	factors.SEC	Industry	Guide	7	Definitions:“exploration	stage”	deposit	is	one	which	is	not	in	either	the	development	or	production	stage.“development	stage”	project	is	one	which	is	undergoing	preparation	of	an	established	commercially	mineable	deposit	for	its	extraction	but	which	isnot	yet	in	production.	This	stage	occurs	after	completion	of	a	feasibility	study.“mineralized	material”	refers	to	material	that	is	not	included	in	the	reserve	as	it	does	not	meet	all	of	the	criteria	for	adequate	demonstration	foreconomic	or	legal	extraction.“probable	reserve”	refers	to	reserves	for	which	quantity	and	grade	and/or	quality	are	computed	from	information	similar	to	that	used	for	proven(measured)	reserves,	but	the	sites	for	inspection,	sampling,	and	measurement	are	farther	apart	or	are	otherwise	less	adequately	spaced.	Thedegree	of	assurance,	although	lower	than	that	for	proven	reserves,	is	high	enough	to	assume	continuity	between	points	of	observation.“production	stage”	project	is	actively	engaged	in	the	process	of	extraction	and	beneficiation	of	mineral	reserves	to	produce	a	marketable	metal	ormineral	product.“proven	reserve”	refers	to	reserves	for	which	(a)	quantity	is	computed	from	dimensions	revealed	in	outcrops,	trenches,	workings	or	drill	holes;	gradeand/or	quality	are	computed	from	the	results	of	detailed	sampling	and	(b)	the	sites	for	inspection,	sampling	and	measurement	are	spaced	soclosely	and	the	geologic	character	is	so	well	defined	that	size,	shape,	depth	and	mineral	content	of	reserves	are	well-established.“reserve”	refers	to	that	part	of	a	mineral	deposit	which	could	be	economically	and	legally	extracted	or	produced	at	the	time	of	the	reservedetermination.	Reserves	must	be	supported	by	a	feasibility	study	done	to	bankable	standards	that	demonstrates	the	economic	extraction.(“Bankable	standards”	implies	that	the	confidence	attached	to	the	costs	and	achievements	developed	in	the	study	is	sufficient	for	the	projectto	be	eligible	for	external	debt	financing.)	A	reserve	includes	adjustments	to	the	in-situ	tonnes	and	grade	to	include	diluting	materials	andallowances	for	losses	that	might	occur	when	the	material	is	mined.TECHNICAL	INFORMATIONRichard	Gosse,	a	Qualified	Person	under	NI	43-101	and	an	employee	and	Vice	President	Exploration	of	the	Company	has	reviewed	and	approved	thescientific	and	technical	information	contained	in	this	Annual	Report	on	Form	10-K.Table	of	Contents10PART	IItem	1.					BUSINESSOur	principal	business	is	the	exploration	and	development	of	the	Upper	Kobuk	Mineral	Projects	(“Upper	Kobuk	Mineral	Projects”	or	“UKMP	Projects”)located	in	the	Ambler	mining	district	in	Northwest	Alaska,	United	States.	The	Upper	Kobuk	Mineral	Projects	are	held	by	Ambler	Metals	LLC	(“AmblerMetals”),	a	limited	liability	company	owned	equally	by	Trilogy	and	South32	Limited	(“South32”)	(as	defined	below),	and	is	comprised	of	the	(i)	ArcticProject,	which	contains	a	high-grade	polymetallic	volcanogenic	massive	sulfide	(“VMS”)	deposit	(“Arctic	Project”);	and	(ii)	Bornite	Project,	whichcontains	a	carbonate-hosted	copper	-	cobalt	deposit	(“Bornite	Project”).	Our	goals	include	expanding	mineral	resources	and	advancing	the	UKMPProjects	through	technical,	engineering	and	feasibility	studies	so	that	production	decisions	can	be	made	on	those	projects.	Our	interest	in	AmblerMetals	is	held	by	a	wholly-owned	subsidiary,	NovaCopper	US	Inc.	(dba	Trilogy	Metals	US)	(“Trilogy	Metals	US”),	registered	to	do	business	in	the	State	ofAlaska.Name,	Address	and	IncorporationTrilogy	Metals	Inc.	was	incorporated	on	April	27,	2011	under	the	name	NovaCopper	Inc.	pursuant	to	the	terms	of	the	Business	Corporations	Act	(BritishColumbia).	NovaCopper	Inc.	changed	its	name	to	Trilogy	Metals	Inc.	on	September	1,	2016	to	better	reflect	its	diversified	metals	resource	base.	Ourregistered	office	is	located	at	Suite	2600,	Three	Bentall	Centre,	595	Burrard	Street,	Vancouver,	British	Columbia,	Canada,	and	our	executive	office	islocated	at	Suite	1150,	609	Granville	Street,	Vancouver,	British	Columbia,	Canada.Table	of	Contents11Corporate	Organization	ChartThe	following	chart	depicts	our	corporate	structure	together	with	the	jurisdiction	of	incorporation	of	our	subsidiaries	at	November	30,	2020.	Allownership	is	100%	unless	otherwise	stated.On	February	11,	2020,	the	Company’s	Upper	Kobuk	Mineral	Projects	were	transferred	to	Ambler	Metals,	a	newly	incorporated	limited	liability	companyincorporated	under	the	laws	of	Delaware.	Each	of	Trilogy	and	South32	hold	a	50%	interest	in	Ambler	Metals.	All	mineral	resources	and	mineral	reserveestimates	with	respect	to	the	Arctic	Project	and	Bornite	Project	that	are	disclosed	in	this	Annual	Report	on	Form	10-K	are	reported	on	a	100%	basis.See	“Significant	Developments	in	2020”.Business	CycleOur	business,	at	its	current	exploration	phase,	is	cyclical.	Exploration	activities	are	conducted	primarily	during	snow-free	months	in	Alaska.	Theoptimum	field	season	at	the	Upper	Kobuk	Mineral	Projects	is	from	late	May	to	late	September.	The	length	of	the	snow-free	season	at	the	Upper	KobukMineral	Projects	varies	from	about	May	through	November	at	lower	elevations	and	from	July	through	September	at	higher	elevations.Table	of	Contents12Trilogy’s	StrategyOur	business	strategy	is	focused	on	creating	value	for	stakeholders	through	our	ownership	and	advancement	of	the	Arctic	Project	and	exploration	andadvancement	of	the	Bornite	Project	with	our	joint	venture	partner,	South32,	and	through	the	pursuit	of	similarly	attractive	mining	projects.	We	plan	to:●advance	the	Arctic	Project	towards	development	with	key	activities	including	increased	definition	of	the	NI	43-101	mineral	resources	andreserves	contained	in	the	Arctic	FS	(as	defined	below),	additional	metallurgical	and	geotechnical	studies	and	the	advancement	of	baselineenvironmental	studies;●advance	exploration	in	the	Ambler	mining	district	and,	in	particular,	at	the	Bornite	Project,	pursuant	to	the	NANA	Agreement	(as	moreparticularly	described	under	“History	of	Trilogy	–	Agreement	with	NANA	Regional	Corporation”)	through	resource	development	and	initialtechnical	studies;	and●pursue	project	level	or	corporate	transactions	that	are	value	accretive.Significant	Developments	in	2020●On	April	10,	2017,	we	entered	into	an	option	agreement,	as	amended	(the	“South32	Option	Agreement”)	with	South32	Group	Operations	PtyLtd	(“South32	Operations”),	a	wholly-owned	subsidiary	of	South32	Limited,	which	agreement	was	later	assigned	by	South32	Operations	to	itsaffiliate,	South32	USA	Exploration	Inc.	(together	with	South32	Operations,	“South32”).	The	South32	Option	Agreement	granted	to	South32	athree-year	option	to	form	a	50/50	joint	venture	with	respect	to	Trilogy’s	Alaskan	assets	which	includes	the	Upper	Kobuk	Mineral	Projects.South32	was	required	to	contribute	a	minimum	of	$10	million	each	year,	for	a	maximum	of	three	years,	to	keep	the	option	in	good	standing(the	“Initial	Funding”).	If	South32	elected	to	exercise	the	option,	the	subscription	price	less	certain	deductions	for	Initial	Funding	was	to	bepaid	in	one	tranche	within	45	business	days.	Had	South32	not	made	its	annual	minimum	payment	or	elected	to	withdraw,	the	option	wouldlapse	and	South32	would	have	no	claim	to	ownership	or	to	the	funds	it	had	already	spent.	In	order	to	exercise	its	option	to	form	the	JointVenture,	South32	was	required	to	contribute	a	minimum	of	$150	million,	plus	(i)	any	amounts	Trilogy	spent	on	matched	parallel	funding	to	amaximum	of	$16	million	over	the	three	year	period	and	(ii)	$10	million,	less	the	amount	of	the	Initial	Funding	contributed	by	South32.	OnDecember	19,	2019,	we	announced	in	a	press	release	that	South32	had	exercised	its	option	to	acquire	a	50%	interest	in	a	joint	venturecompany	to	be	named	“Ambler	Metals	LLC”	which	now	owns	the	UKMP	Projects.●On	February	11,	2020,	we	announced	that	the	formation	of	Ambler	Metals	had	completed,	with	the	Company	contributing	its	assetsassociated	with	the	UKMP	Projects,	and	South32	contributing	a	subscription	price	payment	of	US$145	million,	to	the	joint	venture.●In	a	press	release	dated	February	26,	2020,	the	Company	announced	that	Ambler	Metals	had	approved	a	2020	program	budget	of	$22.8million	for	the	advancement	of	the	UKMP	Projects.	The	budget	was	to	be	100%	funded	by	Ambler	Metals.	The	2020	program	budget	included10,000	meters	of	drilling	at	the	Arctic	Project,	2,500	meters	of	drilling	within	the	Ambler	VMS	belt	and	geological	mapping	and	geochemicalsoil	sampling	at	the	Bornite	Project.●Subsequent	to	the	approval	of	the	2020	program	budget,	the	Company	and	its	joint	venture	partner,	South32,	decided	not	to	proceed	withthe	2020	exploration	program	after	assessing	the	coronavirus	(COVID-19)	environment.	Ambler	Metals	gave	due	consideration	to	the	meritsof	carrying	out	an	abridged	work	program	at	the	UKMP	Projects.	However,	given	the	continued	uncertainty	resulting	from	COVID-19,	ongoingsafety	concerns	(despite	added	safety	protocols	including	physical	distancing,	protective	equipment	and	testing)	and	the	fact	that,	due	toCOVID-19,	the	planned	field	season	had	already	been	delayed	to	the	point	at	which	any	field	season	would	provide	limited	critical	pathbenefits,	the	decision	was	made	not	to	proceed	with	a	2020	field	season.Table	of	Contents13●On	April	20,	2020,	we	issued	a	press	release	announcing	the	appointment	of	Tony	Giardini	as	President	and	Chief	Executive	Officer	effectiveJune	1,	2020.	Mr.	Giardini	has	been	a	director	of	the	Company	since	2012	when	the	Company	was	formed	and	will	continue	to	be	an	executivedirector.	James	(Jim)	Gowans,	the	Interim	President	and	Chief	Executive	Officer,	remained	in	his	role	as	a	director	of	the	Company.●In	a	press	release	dated	July	23,	2020,	the	Company,	along	with	our	joint	venture	partner,	South32,	announced	the	signing	of	the	Record	ofDecision	by	the	United	States	Bureau	of	Land	Management	(“BLM”)	for	the	Ambler	Mining	District	Industrial	Access	Project.	The	Record	ofDecision	approves	the	development	of	the	northern	route,	which	is	to	be	a	211-mile	private	gravel	access	road	in	the	southern	Brooks	Rangefoothills	to	provide	industrial	access	to	the	Ambler	Mining	District.●In	a	press	release	dated	August	20,	2020,	the	Company	announced	the	positive	results	of	its	feasibility	study	for	the	Arctic	Project	(the	“ArcticFS”).	The	Arctic	FS	was	prepared	on	a	100%	ownership	basis,	of	which	Trilogy’s	share	is	50%.	The	Arctic	FS	describes	the	technical	andeconomic	viability	of	establishing	a	conventional	open-pit	copper-zinc-lead-silver-gold	mine	and	mill	complex	for	a	10,000	tonne	per	dayoperation	for	a	minimum	12-year	mine	life.	See	the	2020	Arctic	Report	(as	defined	below)	and	“Properties”	for	additional	information.●On	August	25,	2020,	we	issued	a	press	release	to	announce	that	the	board	of	Ambler	Metals	had	appointed	Ramzi	Fawaz	as	President	andChief	Executive	Officer	of	Ambler	Metals	effective	as	of	September	1,	2020.	Mr	Fawaz	joined	Ambler	Metals	from	Newmont	Corporationwhere	he	was	Senior	Vice	President	Projects	from	February	2011	to	October	2019,	with	responsibility	for	the	development	and	execution	ofNewmont’s	major	gold	and	copper	projects	globally.●On	September	3,	2020,	we	issued	a	press	release	announcing	that	the	Company	had	hired	Richard	Gosse	as	Vice	President	Exploration	of	theCompany	with	immediate	effect.●On	October	2,	2020,	we	filed	the	technical	report	for	the	Company’s	Arctic	Project	entitled	“Arctic	Feasibility	Study	Alaska,	USA	NI	43-101Technical	Report"	with	an	effective	date	of	August	20,	2020,	prepared	by	Ausenco	Engineering	Canada	Inc.,	Wood	Canada	Limited	and	SRKConsulting	(Canada)	Inc.	(the	“2020	Arctic	Report”).	The	technical	report	describes	the	Arctic	FS	on	the	Arctic	Project	as	discussed	above.	The2020	Arctic	Report	supersedes	the	Company’s	2018	Arctic	Report	(as	defined	below).●On	November	19,	2020,	we	issued	a	press	release	announcing	that	Ambler	Metals	had	approved	the	2021	program	and	budget	ofapproximately	US$27	million	for	the	advancement	of	the	UKMP	Projects.	The	budget	will	be	100%	funded	by	Ambler	Metals.Significant	Developments	in	2019●On	March	5,	2019,	we	issued	a	press	release	to	announce	additional	copper	and	cobalt	metallurgical	results	for	the	Bornite	Project.	Ninemetallurgical	composite	samples	were	prepared	from	materials	obtained	from	drilling	at	the	Bornite	Project	during	2017	and	2018.		Each	ofthese	test	samples	were	approximately	60	to	120	kilograms	in	mass	and	represented	approximately	30	to	100	meters	of	drill	core.Mineralogical	analysis	of	each	of	the	nine	composites	was	completed,	indicating	that	a	majority	of	the	copper	mineralization	occurred	aschalcopyrite,	with	minor	amounts	of	bornite	and	variable	pyrite	levels	within	the	test	samples.●On	June	28,	2019,	we	issued	a	press	release	to	announce	that	all	the	Company’s	outstanding	warrants	had	been	exercised	in	advance	of	theexpiry	date.	Three	of	the	Company’s	largest	shareholders	exercised	6,521,740	in	outstanding	warrants.	As	a	result	of	this	warrant	exercise,	weissued	a	total	of	6,521,740	common	shares	of	the	Company	and	received	cash	proceeds	of	approximately	$9.9	million.●On	August	26,	2019,	we	issued	a	press	release	reporting	the	public	release	of	the	Draft	Environmental	Impact	Statement	(“EIS”)	Statement	bythe	BLM	for	the	AMDIAP	and	the	Environmental	and	Economic	Analysis	by	theTable	of	Contents14United	States	National	Park	Service	(“NPS”)	for	that	portion	of	AMDIAP	that	traverses	the	Gates	of	the	Arctic	National	Park	and	Preserve.	Thepublic	comment	period	of	45	days	had	commenced	with	comments	on	the	Draft	EIS	being	accepted	through	October	15,	2019.	On	March	27,2020,	we	issued	a	press	release	announcing	that	the	Final	EIS	had	been	publicly	released.●On	September	5,	2019,	we	issued	a	press	release	announcing	the	resignation	of	Rick	Van	Nieuwenhuyse	as	CEO,	President	and	director	ofTrilogy	Metals.	James	Gowans	was	appointed	CEO	and	President	on	an	interim	basis.	Mr.	Van	Nieuwenhuyse	remained	a	consultant	to	theCompany	until	February	29,	2020	to	assist	with	transitional	matters	and	with	advancing	our	interests	in	Alaska.●On	October	31,	2019,	we	filed	a	final	short	form	base	shelf	prospectus	with	the	securities	commissions	in	each	of	the	provinces	of	Canada,other	than	Québec,	and	a	corresponding	registration	statement	on	Form	S-3	with	the	SEC	allowing	for	the	future	issuance,	from	time	to	time,of	up	to	US$100,000,000	in	common	shares,	warrants	to	purchase	common	shares,	share	purchase	contracts	of	the	Company,	subscriptionreceipts,	units	or	a	combination	of	those	securities.	The	intention	of	the	base	shelf	prospectus	and	shelf	registration	statement	is	to	allow	theCompany	to	more	quickly	access	capital	when	the	capital	is	needed	and	as	market	opportunities	permit.Significant	Developments	in	2018●On	February	20,	2018,	we	issued	a	press	release	to	announce	Pre-Feasibility	study	(“PFS”)	results	and	reserves	for	the	Arctic	Project.	The	PFSwas	based	on	a	conventional	10,000	tonnes	per	day	truck	and	shovel,	single	open	pit	mine	and	mill	design.●On	April	6,	2018,	we	filed	the	corresponding	technical	report	for	the	Company’s	Arctic	Project	entitled	“Arctic	Project,	Northwest	Alaska,	USA,NI	43-101	Technical	Report	on	Pre-Feasibility	Study”	with	an	effective	date	of	February	20,	2018,	prepared	by	Ausenco	Engineering	CanadaInc.	(the	“2018	Arctic	Report”).	The	technical	report	describes	the	PFS	on	the	Arctic	Project	as	discussed	above.	The	2018	Arctic	Report	issuperseded	by	the		2020	Arctic	Report.●On	April	20,	2018,	we	issued	a	press	release	to	announce	the	closing	of	our	bought	deal	financing.	The	funds	raised	consisted	of	24,784,482Common	Shares	issued	at	$1.16	per	share	resulting	in	aggregate	gross	proceeds	of	approximately	$28.7	million.●On	June	5,	2018,	we	issued	a	press	release	to	announce	the	release	of	a	maiden	inferred	cobalt	resource	of	77	million	pounds	for	the	BorniteProject.	At	a	base	case	of	0.50%	copper	cut-off	grade,	the	Bornite	Project	is	estimated	to	contain	in-pit	inferred	resources	of	124.6	milliontonnes	grading	at	0.017%	Co,	resulting	in	45	million	pounds	of	contained	cobalt.	Below	the	pit	shell	and	at	a	base	case	copper	cut-off	grade	of1.5%,	the	Bornite	Project	is	estimated	to	contain	an	additional	inferred	resource	of	57.8	million	tonnes	grading	0.025%	Co,	resulting	in	anadditional	32	million	pounds	of	contained	cobalt.●On	July	20,	2018,	we	filed	the	corresponding	technical	report	for	the	Company’s	Bornite	Project	entitled	“NI	43-101	Technical	Report	on	theBornite	Project,	Northwest	Alaska,	USA”	prepared	by	BD	Resource	Consulting,	Inc.,	SIM	Geological	Inc.,	and	International	Metallurgical	&Environmental	Inc.	(the	“2018	Bornite	Report”).●On	December	14,	2017,	we	announced	that	South32	has	committed	to	fund	the	$10	million	for	the	2018	program	and	budget	for	the	BorniteProject.	The	funds,	which	represented	the	second	tranche	of	$10	million,	maintained	the	South32	Option	Agreement	in	good	standing,	andwas	fully	received	by	Trilogy	on	January	24,	2018.Table	of	Contents15History	of	TrilogySpin-OutWe	were	formerly	a	wholly-owned	subsidiary	of	NovaGold	Resources	Inc.	(“NovaGold”).	At	a	special	meeting	of	securityholders	of	NovaGold	held	onMarch	28,	2012,	the	securityholders	voted	in	favour	of	a	special	resolution	approving	the	distribution	of	Common	Shares	of	Trilogy	to	the	shareholdersof	NovaGold	as	a	return	of	capital	through	a	statutory	Plan	of	Arrangement	under	the	Companies	Act	(Nova	Scotia).On	April	30,	2012,	all	of	the	outstanding	Trilogy	Common	Shares	were	distributed	to	shareholders	of	NovaGold	such	that	each	NovaGold	shareholder	ofrecord	at	the	close	of	business	on	April	27,	2012	received	one	Trilogy	Common	Share	for	every	six	common	shares	in	the	capital	of	NovaGold	held	atthat	time.	The	Trilogy	Common	Shares	were	listed	and	posted	for	trading	on	the	TSX	and	on	the	NYSE	American	(formerly	the	NYSE	MKT)	under	itsprevious	symbol,	NCQ,	and	former	name,	NovaCopper	Inc.,	on	April	25,	2012.Name	ChangeWe	changed	our	corporate	name	to	Trilogy	Metals	Inc.	from	NovaCopper	Inc.	in	2016	to	better	reflect	the	diversity	of	minerals	at	our	UKMP	Projects.On	September	8,	2016,	upon	the	opening	of	the	markets	our	shares	began	trading	on	the	TSX	and	the	NYSE	American	under	the	symbol	“TMQ”.Agreement	with	NANA	Regional	CorporationOn	October	19,	2011,	NANA	Regional	Corporation,	Inc.	(“NANA”),	an	Alaska	Native	Corporation	headquartered	in	Kotzebue,	Alaska,	and	Trilogy	MetalsUS	entered	an	Exploration	Agreement	and	Option	Agreement	(as	amended,	the	“NANA	Agreement”)	for	the	cooperative	development	of	NANA’srespective	resource	interests	in	the	Ambler	mining	district	of	Northwest	Alaska.	Upon	the	formation	of	Ambler	Metals,	the	Company	assigned	its	rightsand	obligations	under	the	NANA	Agreement	to	Ambler	Metals.		The	NANA	Agreement	consolidates	Ambler	Metals’	and	NANA’s	land	holdings	into	anapproximately	142,831-hectare	land	package	and	provides	a	framework	for	the	exploration	and	any	future	development	of	this	high-grade	andprospective	poly-metallic	belt.The	NANA	Agreement	grants	Ambler	Metals	the	nonexclusive	right	to	enter	on,	and	the	exclusive	right	to	explore,	the	Bornite	lands	and	the	AlaskaNative	Claims	Settlement	Act	(“ANCSA”)	lands	(each	as	defined	in	the	NANA	Agreement)	and	in	connection	therewith,	to	construct	and	utilizetemporary	access	roads,	camps,	airstrips	and	other	incidental	works.		In	consideration	for	this	right,	Trilogy	Metals	US	previously	paid	to	NANA	$4million	in	cash.		Ambler	Metals	is	also	required	to	make	payments	to	NANA	for	scholarship	purposes	in	accordance	with	the	terms	of	the	NANAAgreement.		Ambler	Metals	has	further	agreed	to	use	reasonable	commercial	efforts	to	train	and	employ	NANA	shareholders	to	perform	work	forAmbler	Metals	in	connection	with	its	operations	on	the	Bornite	lands,	ANCSA	lands	and	Ambler	lands	(as	defined	in	the	NANA	Agreement)	(collectively,the	“Lands”).	The	NANA	Agreement	has	a	term	of	20	years,	with	an	option	in	favour	of	Ambler	Metals	to	extend	the	term	for	an	additional	10	years.The	NANA	Agreement	may	be	terminated	by	mutual	agreement	of	the	parties	or	by	NANA	if	Ambler	Metals	does	not	meet	certain	expenditurerequirements	on	the	Bornite	lands	and	ANCSA	lands.If,	following	receipt	of	a	feasibility	study	and	the	release	for	public	comment	of	a	related	draft	environmental	impact	statement,	Ambler	Metals	decidesto	proceed	with	construction	of	a	mine	on	the	Lands,	Ambler	Metals	will	notify	NANA	in	writing	and	NANA	will	have	120	days	to	elect	to	either	(a)exercise	a	non-transferrable	back-in-right	to	acquire	an	undivided	ownership	interest	between	16%	and	25%	(as	specified	by	NANA)	of	that	specificproject;	or	(b)	not	exercise	its	back-in-right,	and	instead	receive	a	net	proceeds	royalty	equal	to	15%	of	the	net	proceeds	realized	by	Ambler	Metalsfrom	such	project	(following	the	recoupment	by	Ambler	Metals	of	all	costs	incurred,	including	operating,	capital	and	carrying	costs).	The	cost	toexercise	such	back-in-right	is	equal	to	the	percentage	interest	in	the	project	multiplied	by	the	difference	between	(i)	all	costs	incurred	by	AmblerMetals	or	its	affiliates	on	the	project,	including	historical	costs	incurred	prior	to	the	date	of	the	NANA	Agreement	together	with	interest	on	the	costs;and	(ii)	$40	million	(subject	toTable	of	Contents16exceptions).	This	amount	will	be	payable	by	NANA	to	Ambler	Metals	in	cash	at	the	time	the	parties	enter	into	a	joint	venture	agreement	and	in	noevent	will	the	amount	be	less	than	zero.In	the	event	that	NANA	elects	to	exercise	its	back-in-right,	the	parties	will	as	soon	as	reasonably	practicable	form	a	joint	venture,	with	NANA’s	interestbeing	between	16%	to	25%	and	Ambler	Metals	owning	the	balance	of	the	interest	in	the	joint	venture.	Upon	formation	of	the	joint	venture,	the	jointventure	will	assume	all	of	the	obligations	of	Ambler	Metals	and	be	entitled	to	all	the	benefits	of	Ambler	Metals	under	the	NANA	Agreement	inconnection	with	the	mine	to	be	developed	and	the	related	Lands.	A	party’s	failure	to	pay	its	proportionate	share	of	costs	in	connection	with	the	jointventure	will	result	in	dilution	of	its	interest.	Each	party	will	have	a	right	of	first	refusal	over	any	proposed	transfer	of	the	other	party’s	interest	in	thejoint	venture	other	than	to	an	affiliate	or	for	the	purposes	of	granting	security.		A	transfer	by	either	party	of	any	net	proceeds	royalty	interest	in	aproject	other	than	for	financing	purposes	will	also	be	subject	to	a	first	right	of	refusal.	A	transfer	of	NANA’s	net	smelter	return	on	the	Lands	is	subjectto	a	first	right	of	refusal	by	Ambler	Metals.In	connection	with	possible	development	of	a	mine	on	the	Bornite	lands	or	ANCSA	lands,	Ambler	Metals	and	NANA	will	execute	a	mining	lease	to	allowAmbler	Metals	or	the	joint	venture	to	construct	and	operate	a	mine	on	the	Bornite	lands	or	ANCSA	lands.	These	leases	will	provide	NANA	a	2%	netsmelter	royalty	as	to	production	from	the	Bornite	lands	and	a	2.5%	net	smelter	royalty	as	to	production	from	the	ANCSA	lands.	If	Ambler	Metalsdecides	to	proceed	with	construction	of	a	mine	on	the	Ambler	lands,	NANA	will	enter	into	a	surface	use	agreement	with	Ambler	Metals	which	willafford	Ambler	Metals	access	to	the	Ambler	lands	along	routes	approved	by	NANA	on	the	Bornite	lands	or	ANCSA	lands.	In	consideration	for	the	grant	ofsuch	surface	use	rights,	Ambler	Metals	will	grant	NANA	a	1%	net	smelter	royalty	on	production	and	an	annual	payment	of	$755	per	acre	(as	adjustedfor	inflation	each	year	beginning	with	the	second	anniversary	of	the	effective	date	of	the	NANA	Agreement	and	for	each	of	the	first	400	acres	(and$100	for	each	additional	acre)	of	the	lands	owned	by	NANA	and	used	for	access	which	are	disturbed	and	not	reclaimed.Ambler	Metals	has	formed	an	oversight	committee	with	NANA,	which	consists	of	four	representatives	from	each	of	Ambler	Metals	and	NANA	(the“Oversight	Committee”).	The	Oversight	Committee	is	responsible	for	certain	planning	and	oversight	matters	carried	out	by	us	under	the	NANAAgreement.		The	planning	and	oversight	matters	that	are	the	subject	of	the	NANA	Agreement	will	be	determined	by	majority	vote.		The	representativesof	each	of	Ambler	Metals	and	NANA	attending	a	meeting	will	have	one	vote	in	the	aggregate	and	in	the	event	of	a	tie,	the	Ambler	Metalsrepresentatives	jointly	shall	have	a	deciding	vote	on	all	matters	other	than	Subsistence	Matters,	as	that	term	is	defined	in	the	NANA	Agreement.		Thereshall	be	no	deciding	vote	on	Subsistence	Matters	and	Ambler	Metals	may	not	proceed	with	such	matters	unless	approved	by	majority	vote	of	theOversight	Committee	or	with	the	consent	of	NANA,	such	consent	not	to	be	unreasonably	withheld	or	delayed.Principal	MarketsWe	do	not	currently	have	a	principal	market.	Our	principal	objective	is	to	become	a	producer	of	copper.Specialized	Skill	and	KnowledgeAll	aspects	of	our	business	require	specialized	skills	and	knowledge.	Such	skills	and	knowledge	include	the	areas	of	geology,	mining	and	accounting.	See“Executive	Officers	of	Trilogy”	for	details	as	to	the	specific	skills	and	knowledge	of	our	directors	and	management.Environmental	ProtectionMining	is	an	extractive	industry	that	impacts	the	environment.		Along	with	our	joint	venture	partner,	South32,	our	goal	is	to	evaluate	ways	to	minimizethat	impact	and	to	develop	safe,	responsible	and	profitable	operations	by	developing	natural	resources	for	the	benefit	of	our	employees,	shareholdersand	communities	and	maintain	high	standards	for	environmental	performance	at	the	UKMP	Projects.		We	strive	to	meet	or	exceed	environmentalstandards	at	the	UKMP	Projects.		One	way	Ambler	Metals	does	this	is	through	collaborations	with	local	communities	in	Alaska,	including	Native	Alaskangroups.		Ambler	Metals’	environmental	performance	will	be	overseen	at	the	Ambler-board	and	Trilogy-boardTable	of	Contents17level	and	environmental	performance	is	the	responsibility	of	the	project	manager.	All	new	activities	and	operations	will	be	managed	for	compliancewith	applicable	laws	and	regulations.		In	the	absence	of	regulation,	best	management	practices	will	be	applied	to	manage	environmental	risk.Furthermore,	we	will	strive	to	limit	releases	to	the	air,	land	or	water	and	appropriately	treat	and	dispose	of	waste.For	a	more	detailed	discussion	of	the	various	government	laws	and	regulations	applicable	to	our	operations	and	potential	negative	effects	of	theselaws	and	regulations,	see	Item	1A.	Risk	Factors,	and	Item	2	Properties,	Environmental,	Permitting,	Social	and	Closure	Considerations	below.EmployeesAs	of	November	30,	2020,	we	had	8	full-time	employees,	all	of	whom	were	employed	at	our	executive	office	in	Vancouver,	BC.		We	have	entered	intoexecutive	employment	agreements	with	the	CEO	and	CFO	(each	as	defined	herein).		In	the	past,	the	number	of	individuals	we	employed	fluctuatedthroughout	the	year	depending	on	the	season;	however,	during	2020,	we	contributed	the	UKMP	Projects	to	Ambler	Metals	and	no	longer	directlyemploy	any	seasonal	staff.Information	About	Our	Executive	OfficersAs	of	November	30,	2020,	we	had	two	executive	officers,	namely	Tony	Giardini	and	Elaine	Sanders.		The	following	information	is	presented	as	ofNovember	30,	2020.Name	and	Residence				Age				Held	Office	Since				Business	Experience	During	Past	Five	YearsTony	GiardiniBritish	Columbia,	CanadaDirector,	President	and	Chief	Executive	Officer61	June	1,	2020(1)Chief	Executive	Officer	of	Trilogy	(2020	–	present);President	of	Ivanhoe	Mines	Ltd.	(May	2019	–	March	2020);Chief	Financial	Officer	of	Kinross	Gold	Corporation(December	2012	-	April	2019)Elaine	SandersBritish	Columbia,	CanadaVP,	Chief	Financial	Officer	and	Corporate	Secretary51	January	30,	2012(2)Vice	President	and	Chief	Financial	Officer	of	Trilogy(2012	–	present);	Corporate	Secretary	of	Trilogy	(2011–	present)(1)Mr.	Giardini	was	appointed	President	and	Chief	Executive	Officer	on	June	1,	2020.(2)Ms.	Sanders	was	appointed	Chief	Financial	Officer	on	January	30,	2012.	She	became	a	full-time	employee	of	the	Company	on	November	13,	2012.Segment	InformationThe	Company’s	reportable	segments	are	based	on	geographic	region	for	the	Company’s	operations.	Segment	information	relating	to	our	assets	isprovided	under	the	section	heading	“Item	8.	Financial	Statements	and	Supplementary	Data”	below.Competitive	ConditionsThe	mineral	exploration	and	development	industry	is	competitive	in	all	phases	of	exploration,	development	and	production.	There	is	a	high	degree	ofcompetition	faced	by	us	in	Alaska	and	elsewhere	for	skilled	management	employees,	suitable	contractors	for	drilling	operations,	technical	andengineering	resources,	and	necessary	exploration	and	mining	equipment,	and	many	of	these	competitor	companies	have	greater	financial	resources,operational	expertise,	and/or	more	advanced	properties	than	us.	Additionally,	our	operations	are	in	a	remote	location	where	skilled	resources	andsupport	services	are	limited.	We	have	in	place	experienced	management	personnel	and	continue	to	evaluate	the	required	expertise	and	skills	to	carryout	our	operations.	As	a	result	of	this	competition,	we	may	be	unable	to	achieve	our	exploration	and	development	in	the	future	on	terms	we	consideracceptable	or	at	all.	See	“Item	1A.	Risk	Factors.”Table	of	Contents18Available	InformationWe	make	available,	free	of	charge,	on	or	through	our	website,	at	www.trilogymetals.com	our	Annual	Report	on	Form	10-K,	which	includes	our	auditedfinancial	statements,	our	Quarterly	Reports	on	Form	10-Q,	and	our	Current	Reports	on	Form	8-K	and	amendments	to	those	reports	filed	or	furnishedpursuant	to	Section	13(a)	or	15(d)	of	the	Exchange	Act.	The	SEC	maintains	a	website	that	contains	reports,	proxy	and	information	statements,	andother	information	at	www.sec.gov.	Our	website	and	the	information	contained	therein	or	connected	thereto	are	not	intended	to	be,	and	are	notincorporated	into	this	Annual	Report	on	Form	10-K.Item	1A.		RISK	FACTORSInvesting	in	our	securities	is	speculative	and	involves	a	high	degree	of	risk	due	to	the	nature	of	our	business	and	the	present	stage	of	exploration	of	ourmineral	properties.	The	following	risk	factors,	as	well	as	risks	currently	unknown	to	us,	could	materially	adversely	affect	our	future	business,	operationsand	financial	condition	and	could	cause	them	to	differ	materially	from	the	estimates	described	in	forward-looking	information	relating	to	Trilogy,	or	ourbusiness,	property	or	financial	results,	each	of	which	could	cause	purchasers	of	securities	to	lose	all	or	part	of	their	investments.Risks	Related	to	the	COVID	PandemicThe	outbreak	of	the	coronavirus	(COVID-19)	may	affect	our	operations.The	Company	faces	risks	related	to	health	epidemics	and	other	outbreaks	of	communicable	diseases,	which	could	significantly	disrupt	its	operationsand	may	materially	and	adversely	affect	its	business	and	financial	conditions.The	Company’s	business	could	be	adversely	impacted	by	the	effects	of	the	coronavirus	or	other	epidemics.	In	December	2019,	a	novel	strain	of	thecoronavirus	(COVID-19)	emerged	in	China	and	the	virus	has	now	spread	around	the	world,	including	Canada	and	the	U.S.	The	extent	to	which	COVID-19impacts	the	Company’s	business,	including	exploration	and	development	activities	at	Ambler	Metals	and	the	market	for	its	securities,	will	depend	onfuture	developments,	which	are	uncertain	and	cannot	be	predicted	at	this	time,	and	include	the	duration,	severity	and	scope	of	the	outbreak	and	theactions	taken	to	contain	or	treat	the	coronavirus	outbreak.	In	particular,	the	continued	spread	of	the	coronavirus	and	travel	and	other	restrictionsestablished	to	curb	the	spread	of	the	COVID-19,	has	and	could	continue	to	materially	and	adversely	impact	the	Company’s	business	including	withoutlimitation,	the	planned	exploration	programs	at	Ambler	Metals	(see	“Significant	Developments	in	2020”	above),	employee	health,	workforceproductivity,	increased	insurance	premiums,	limitations	on	travel,	the	availability	of	industry	experts	and	personnel,	the	timing	to	process	drill	andother	metallurgical	testing,	and	other	factors	that	will	depend	on	future	developments	beyond	the	Company’s	control,	which	may	have	a	material	andadverse	effect	on	the	its	business,	financial	condition	and	results	of	operations.There	can	be	no	assurance	that	the	Company's	personnel	will	not	be	impacted	by	these	pandemic	diseases	and	ultimately	see	its	workforceproductivity	reduced	or	incur	increased	medical	costs	or	insurance	premiums	as	a	result	of	these	health	risks.Risks	Related	to	the	Company’s	Mineral	PropertiesNone	of	our	mineral	properties	are	in	production	or	under	development.We	have	no	history	of	commercially	producing	precious	or	base	metals	and	all	of	our	properties	are	in	the	exploration	stage.	There	are	no	proven	orprobable	reserves	on	the	Upper	Kobuk	Mineral	Projects,	as	defined	in	SEC	Industry	Guide	7.	Mineral	exploration	involves	significant	risk,	since	fewproperties	that	are	explored	contain	bodies	of	ore	that	would	be	commercially	economic	to	develop	into	producing	mines.	We	cannot	assure	you	thatwe	will	establish	the	presence	of	any	measured	resources	or	proven	or	probable	reserves	at	the	Upper	Kobuk	Mineral	Projects,	or	any	other	of	ourproperties.	The	failure	to	establish	proven	or	probable	reserves	would	severely	restrict	our	ability	to	implement	our	strategies	for	long-term	growth.See	“Cautionary	Note	to	United	States	Investors”.Table	of	Contents19We	may	not	have	sufficient	funds	to	develop	our	mineral	projects	or	to	complete	further	exploration	programs.We	have	limited	financial	resources.	We	currently	generate	no	mining	operating	revenue	and	must	primarily	finance	exploration	activity	and	thedevelopment	of	mineral	projects	by	other	means.	Although	South32	funded	Ambler	Metals	in	the	amount	of	US$145	million	upon	formation	of	thejoint	venture	as	discussed	above,	in	the	future,	once	our	share	of	such	amount	has	been	expended	or	we	wish	to	acquire	any	other	properties	outsideof	Ambler	Metals,	our	ability	to	continue	exploration,	development	and	production	activities,	if	any,	will	depend	on	our	ability	to	obtain	additionalexternal	financing.	Any	unexpected	costs,	problems	or	delays	could	severely	impact	our	ability	to	continue	exploration	and	development	activities.	Thefailure	to	meet	ongoing	obligations	on	a	timely	basis	could	result	in	a	loss	or	a	substantial	dilution	of	our	interests	in	projects.The	sources	of	external	financing	that	we	may	use	for	these	purposes	include	project	or	bank	financing	or	public	or	private	offerings	of	equity	and	debt.In	addition,	we	may	enter	into	one	or	more	strategic	alliances	or	joint	ventures,	in	addition	to	our	joint	venture	with	South32,	sell	marketable	securitiesheld	by	the	Company,	decide	to	sell	certain	property	interests,	or	utilize	one	or	a	combination	of	all	of	these	alternatives.	The	financing	alternative	wechoose	may	not	be	available	on	acceptable	terms,	or	at	all.	If	additional	financing	is	not	available,	we	may	have	to	postpone	further	exploration	ordevelopment	of,	or	sell	our	interest	in,	one	or	more	of	our	principal	properties.Even	if	one	of	our	mineral	projects	is	determined	to	be	economically	viable	to	develop	into	a	mine,	such	development	may	not	be	successful.If	the	development	of	one	of	our	projects	is	found	to	be	economically	feasible	and	approved	by	our	Board	and	in	the	case	of	the	UKMP	Projects,	by	ourjoint	venture	partner,	South32,	such	development	will	require	obtaining	permits	and	financing,	the	construction	and	operation	of	mines,	processingplants	and	related	infrastructure,	including	road	access.	As	a	result,	we	are	and	will	continue	to	be	subject	to	all	of	the	risks	associated	with	establishingnew	mining	operations,	including:●the	timing	and	cost,	which	can	be	considerable,	of	the	construction	of	mining	and	processing	facilities	and	related	infrastructure;●the	availability	and	cost	of	skilled	labor	and	mining	equipment;●the	availability	and	cost	of	appropriate	smelting	and	refining	arrangements;●the	need	to	obtain	necessary	environmental	and	other	governmental	approvals	and	permits	and	the	timing	of	the	receipt	of	those	approvalsand	permits;●the	availability	of	funds	to	finance	construction	and	development	activities;●potential	opposition	from	non-governmental	organizations,	environmental	groups	or	local	groups	which	may	delay	or	prevent	developmentactivities;	and●potential	increases	in	construction	and	operating	costs	due	to	changes	in	the	cost	of	fuel,	power,	materials	and	supplies.The	costs,	timing	and	complexities	of	developing	our	projects	may	be	greater	than	anticipated	because	our	property	interests	are	not	located	indeveloped	areas,	and,	as	a	result,	our	property	interests	are	not	currently	served	by	appropriate	road	access,	water	and	power	supply	and	othersupport	infrastructure.	Cost	estimates	may	increase	significantly	as	more	detailed	engineering	work	is	completed	on	a	project.	It	is	common	in	newmining	operations	to	experience	unexpected	costs,	problems	and	delays	during	construction,	development	and	mine	start-up.	In	addition,	delays	in	theearly	stages	of	mineral	production	often	occur.	Accordingly,	we	cannot	provide	assurance	that	we	will	ever	achieve,	or	that	our	activities	will	result	in,profitable	mining	operations	at	the	UKMP	Projects	or	any	other	property	that	we	may	acquire.Table	of	Contents20In	addition,	there	can	be	no	assurance	that	our	mineral	exploration	activities	will	result	in	any	discoveries	of	new	mineralization.	If	furthermineralization	is	discovered	there	is	also	no	assurance	that	the	mineralization	would	be	economical	for	commercial	production.	Discovery	of	mineraldeposits	is	dependent	upon	a	number	of	factors	and	significantly	influenced	by	the	technical	skill	of	the	exploration	personnel	involved.	Thecommercial	viability	of	a	mineral	deposit	is	also	dependent	upon	a	number	of	factors	which	are	beyond	our	control,	including	the	attributes	of	thedeposit,	commodity	prices,	government	policies	and	regulation	and	environmental	protection.The	Upper	Kobuk	Mineral	Projects	are	located	in	a	remote	area	of	Alaska,	and	access	to	them	is	limited.	Exploration	and	any	future	development	orproduction	activities	may	be	limited	and	delayed	by	infrastructure	challenges,	inclement	weather	and	a	shortened	exploration	season.We	cannot	provide	assurances	that	the	proposed	AMDIAP	that	would	provide	access	to	the	Ambler	mining	district	will	be	built,	that	it	will	be	built	in	atimely	manner,	that	the	cost	of	accessing	the	proposed	road	will	be	reasonable,	that	it	will	be	built	in	the	manner	contemplated,	or	that	it	willsufficiently	satisfy	the	requirements	of	the	Upper	Kobuk	Mineral	Projects.	In	addition,	successful	development	of	the	Upper	Kobuk	Mineral	Projects	willrequire	the	development	of	the	necessary	infrastructure.	If	adequate	infrastructure	is	not	available	in	a	timely	manner,	there	can	be	no	assurance	that:●the	development	of	the	Upper	Kobuk	Mineral	Projects	will	be	commenced	or	completed	on	a	timely	basis,	if	at	all;●the	resulting	operations	will	achieve	the	anticipated	production	volume;	or●the	construction	costs	and	operating	costs	associated	with	the	development	of	the	Upper	Kobuk	Mineral	Projects	will	not	be	higher	thananticipated.As	the	Upper	Kobuk	Mineral	Projects	are	located	in	a	remote	area,	exploration,	development	and	production	activities	may	be	limited	and	delayed	byinclement	weather	and	a	shortened	exploration	season.	The	exploration	of	the	UKMP	Projects	has	also	been	impacted	by	COVID-19.	See	“Risks	Relatedto	COVID-19”	above.We	are	dependent	on	a	third	party	that	participates	in	exploration	and	development	of	our	Upper	Kobuk	Mineral	Projects.In	December	2019,	South32	exercised	its	option	to	acquire	a	50%	interest	in	Ambler	Metals.	The	formation	of	Ambler	Metals	was	completed	inFebruary	2020	and	Ambler	Metals	now	owns	the	Upper	Kobuk	Mineral	Projects.	Our	success	with	respect	to	the	Upper	Kobuk	Mineral	Projectsdepends	on	the	efforts	and	expertise	of	South32	with	whom	we	have	contracted;	we	hold	a	50%	interest	and	the	remaining	50%	interest	is	held	bySouth32,	who	is	not	under	our	control	or	direction.	We	are	dependent	on	them	for	the	progress	and	development	of	the	Upper	Kobuk	MineralProjects.	South32	may	also	have	different	priorities	which	could	impact	the	timing	and	cost	of	development	of	the	Upper	Kobuk	Mineral	Projects.		Thethird	party	may	also	be	in	default	of	its	agreement	with	us,	without	our	knowledge,	which	may	put	the	mineral	property	and	related	assets	at	risk.	Theexistence	or	occurrence	of	one	or	more	of	the	following	circumstances	and	events	could	have	a	material	adverse	impact	on	our	ability	to	achieve	ourbusiness	plan,	profitability,	or	the	viability	of	our	interests	held	with	the	third	party,	which	could	have	a	material	adverse	impact	on	our	business,	futurecash	flows,	earnings,	results	of	operations	and	financial	condition:	(i)	disagreement	with	our	business	partner	on	how	to	develop	and	operate	theUpper	Kobuk	Mineral	Projects	efficiently;	(ii)	inability	to	exert	influence	over	certain	strategic	decisions	made	in	respect	of	the	jointly-held	Upper	KobukMineral	Projects;	(iii)	inability	of	our	business	partner	to	meet	its	obligations	to	the	joint	business	or	third	parties;	and	(iv)	litigation	with	our	businesspartner	regarding	joint	business	matters.We	have	no	history	of	production	and	no	revenue	from	mining	operations.We	have	a	very	limited	history	of	operations	and	to	date	have	generated	no	revenue	from	mining	operations.	As	such,	we	are	subject	to	many	riskscommon	to	such	enterprises,	including	under-capitalization,	cash	shortages,	limitations	with	respect	to	personnel,	financial	and	other	resources	andlack	of	significant	revenues.	There	is	no	assurance	that	the	UpperTable	of	Contents21Kobuk	Mineral	Projects,	or	any	other	future	projects	will	be	commercially	mineable,	and	we	may	never	generate	revenues	from	our	mining	operations.Changes	in	the	market	price	of	copper,	zinc	and	other	metals,	which	in	the	past	have	fluctuated	widely,	will	affect	our	ability	to	finance	continuedexploration	and	development	of	our	projects	and	affect	our	operations	and	financial	condition.Our	long-term	viability	will	depend,	in	large	part,	on	the	market	price	of	copper,	zinc	and	other	metals.	The	market	prices	for	these	metals	are	volatileand	are	affected	by	numerous	factors	beyond	our	control,	including:●global	or	regional	consumption	patterns;●the	supply	of,	and	demand	for,	these	metals;●speculative	activities;●the	availability	and	costs	of	metal	substitutes;●expectations	for	inflation;	and●political	and	economic	conditions,	including	interest	rates	and	currency	values.We	cannot	predict	the	effect	of	these	factors	on	metal	prices.	A	decrease	in	the	market	price	of	copper,	zinc	and	other	metals	could	affect	our	ability	toraise	funds	to	finance	the	exploration	and	development	of	any	of	our	mineral	projects,	which	would	have	a	material	adverse	effect	on	our	financialcondition	and	results	of	operations.	The	market	price	of	copper,	zinc	and	other	metals	may	not	remain	at	current	levels.	In	particular,	an	increase	inworldwide	supply,	and	consequent	downward	pressure	on	prices,	may	result	over	the	longer	term	from	increased	copper	production	from	minesdeveloped	or	expanded	as	a	result	of	current	metal	price	levels.	There	is	no	assurance	that	a	profitable	market	may	exist	or	continue	to	exist.Title	and	other	rights	to	our	properties	may	be	subject	to	challenge.We	cannot	provide	assurance	that	title	to	our	properties	will	not	be	challenged.	We	(through	our	interest	in	Ambler	Metals)	indirectly	own	mineralclaims	which	constitute	our	property	holdings.	We	may	not	have,	or	may	not	be	able	to	obtain,	all	necessary	surface	rights	to	develop	a	property.	Titleinsurance	is	generally	not	available	for	mineral	properties	and	our	ability	to	ensure	that	we	have	obtained	a	secure	claim	to	individual	miningproperties	may	be	severely	constrained.	Our	mineral	properties	may	be	subject	to	prior	unregistered	agreements,	transfers	or	claims,	and	title	may	beaffected	by,	among	other	things,	undetected	defects.	We	have	not	conducted	surveys	of	all	of	the	claims	in	which	we	hold	direct	or	indirect	interests.	Asuccessful	claim	contesting	our	title	to	a	property	will	cause	us	to	lose	our	rights	to	explore	and,	if	warranted,	develop	that	property	or	undertake	orcontinue	production	thereon.	This	could	result	in	our	not	being	compensated	for	our	prior	expenditures	relating	to	the	property.	In	addition,	our	abilityto	continue	to	explore	and	develop	the	property	may	be	subject	to	agreements	with	other	third	parties	including	agreements	with	native	corporationsand	first	nations	groups,	for	instance,	the	lands	at	the	Upper	Kobuk	Mineral	Projects	are	subject	to	the	NANA	Agreement	(as	more	particularlydescribed	under	"History	of	Trilogy	-	Agreement	with	NANA	Regional	Corporation").We	will	incur	losses	for	the	foreseeable	future.We	expect	to	incur	losses	unless	and	until	such	time	as	our	mineral	projects	generate	sufficient	revenues	to	fund	continuing	operations.	Theexploration	and	development	of	our	mineral	properties	will	require	the	commitment	of	substantial	financial	resources	that	may	not	be	available.Table	of	Contents22The	amount	and	timing	of	expenditures	will	depend	on	a	number	of	factors,	including	the	progress	of	ongoing	exploration	and	development,	theresults	of	consultants’	analyses	and	recommendations,	the	rate	at	which	operating	losses	are	incurred,	the	execution	of	any	joint	venture	agreementswith	strategic	partners	and	the	acquisition	of	additional	property	interests,	some	of	which	are	beyond	our	control.	We	cannot	provide	assurance	thatwe	will	ever	achieve	profitability.High	metal	prices	in	past	years	have	encouraged	increased	mining	exploration,	development	and	construction	activity,	which	has	increased	demand	for,and	cost	of,	exploration,	development	and	construction	services	and	equipment.The	relative	strength	of	metal	prices	in	past	years	has	encouraged	increases	in	mining	exploration,	development	and	construction	activities	around	theworld,	which	has	resulted	in	increased	demand	for,	and	cost	of,	exploration,	development	and	construction	services	and	equipment.	Increased	demandfor	and	cost	of	services	and	equipment	could	result	in	delays	if	services	or	equipment	cannot	be	obtained	in	a	timely	manner	due	to	inadequateavailability	and	may	cause	scheduling	difficulties	due	to	the	need	to	coordinate	the	availability	of	services	or	equipment,	any	of	which	could	materiallyincrease	project	exploration,	development	and/or	construction	costs.Risks	Relating	to	the	Mining	Industry	and	Mineral	ReservesMineral	resource	and	reserve	calculations	are	only	estimates.Any	figures	presented	for	mineral	resources	or	reserves	in	this	Form	10-K	and	in	our	other	filings	with	securities	regulatory	authorities	and	those	whichmay	be	presented	in	the	future	are	and	will	only	be	estimates.	There	is	a	degree	of	uncertainty	attributable	to	the	calculation	of	mineral	reserves	andmineral	resources.	Until	mineral	reserves	or	mineral	resources	are	actually	mined	and	processed,	the	quantity	of	metal	and	grades	must	be	consideredas	estimates	only	and	no	assurances	can	be	given	that	the	indicated	levels	of	metals	will	be	produced.	In	making	determinations	about	whether	toadvance	any	of	our	projects	to	development,	we	must	rely	upon	estimated	calculations	as	to	the	mineral	resources	or	reserves	and	grades	ofmineralization	on	our	properties.The	estimating	of	mineral	reserves	and	mineral	resources	is	a	subjective	process	that	relies	on	the	judgment	of	the	persons	preparing	the	estimates.The	process	relies	on	the	quantity	and	quality	of	available	data	and	is	based	on	knowledge,	mining	experience,	analysis	of	drilling	results	and	industrypractices.	Valid	estimates	made	at	a	given	time	may	significantly	change	when	new	information	becomes	available.	While	we	believe	that	the	mineralresource	estimates	included	in	this	Form	10-K	for	the	Upper	Kobuk	Mineral	Projects	are	well-established	and	reflect	management’s	best	estimates,	bytheir	nature	mineral	resource	estimates	are	imprecise	and	depend,	to	a	certain	extent,	upon	analysis	of	drilling	results	and	statistical	inferences	thatmay	ultimately	prove	to	be	inaccurate.	There	can	be	no	assurances	that	actual	results	will	meet	the	estimates	contained	in	feasibility	studies	or	pre-feasibility	studies.	As	well,	further	studies	are	required.Estimated	mineral	reserves	or	mineral	resources	may	have	to	be	recalculated	based	on	changes	in	metal	prices,	further	exploration	or	developmentactivity	or	actual	production	experience.	This	could	materially	and	adversely	affect	estimates	of	the	volume	or	grade	of	mineralization,	estimatedrecovery	rates	or	other	important	factors	that	influence	mineral	reserve	or	mineral	resource	estimates.	The	extent	to	which	mineral	resources	mayultimately	be	reclassified	as	mineral	reserves	is	dependent	upon	the	demonstration	of	their	profitable	recovery.	Any	material	changes	in	mineralresource	estimates	and	grades	of	mineralization	will	affect	the	economic	viability	of	placing	a	property	into	production	and	a	property’s	return	oncapital.	We	cannot	provide	assurance	that	mineralization	can	be	mined	or	processed	profitably.Our	mineral	resource	estimates	have	been	determined	and	valued	based	on	assumed	future	metal	prices,	cut-off	grades	and	operating	costs	that	mayprove	to	be	inaccurate.	Extended	declines	in	market	prices	for	copper,	zinc,	lead,	gold	and	silver	may	render	portions	of	our	mineralization	uneconomicand	result	in	reduced	reported	mineral	resources,	which	in	turn	could	have	a	material	adverse	effect	on	our	results	of	operations	or	financial	condition.We	cannot	provide	assurance	that	mineral	recovery	rates	achieved	in	small	scale	tests	will	be	duplicated	in	large	scale	tests	under	on-site	conditions	orin	production	scale.Table	of	Contents23A	reduction	in	any	mineral	reserves	that	may	be	estimated	by	us	could	have	an	adverse	impact	on	our	future	cash	flows,	earnings,	results	of	operationsand	financial	condition.	No	assurances	can	be	given	that	any	mineral	resource	estimates	for	the	Upper	Kobuk	Mineral	Projects	will	ultimately	bereclassified	as	mineral	reserves.	See	“Cautionary	Note	to	United	States	Investors.”Significant	uncertainty	exists	related	to	inferred	mineral	resources.There	is	a	risk	that	inferred	mineral	resources	referred	to	in	this	Form	10-K	cannot	be	converted	into	measured	or	indicated	mineral	resources	as	theremay	be	limited	ability	to	assess	geological	continuity.	It	is	reasonably	expected	that	the	majority	of	inferred	mineral	resources	could	be	upgraded	toindicated	mineral	resources	with	continued	exploration.	See	“Cautionary	Note	to	United	States	Investors.”Mining	is	inherently	risky	and	subject	to	conditions	or	events	beyond	our	control.The	development	and	operation	of	a	mine	is	inherently	dangerous	and	involves	many	risks	that	even	a	combination	of	experience,	knowledge	andcareful	evaluation	may	not	be	able	to	overcome,	including:●unusual	or	unexpected	geological	formations;●metallurgical	and	other	processing	problems;●metal	losses;●environmental	hazards;●power	outages;●labor	disruptions;●industrial	accidents;●periodic	interruptions	due	to	inclement	or	hazardous	weather	conditions;●flooding,	explosions,	fire,	rockbursts,	cave-ins	and	landslides;●mechanical	equipment	and	facility	performance	problems;	and●the	availability	of	materials	and	equipment.These	risks	could	result	in	damage	to,	or	destruction	of,	mineral	properties,	production	facilities	or	other	properties,	personal	injury	or	death,	includingto	our	employees,	environmental	damage,	delays	in	mining,	increased	production	costs,	asset	write	downs,	monetary	losses	and	possible	legal	liability.We	may	not	be	able	to	obtain	insurance	to	cover	these	risks	at	economically	feasible	premiums,	or	at	all.	The	Company's	insurance	premiums	haveincreased	in	recent	years	and	in	other	circumstances	the	scope	of	insurance	coverage	has	been	reduced.	The	Company	also	expects	insurancepremiums	to	increase	due	to	the	impacts	of	COVID-19.	Insurance	against	certain	environmental	risks,	including	potential	liability	for	pollution	and	otherhazards	associated	with	mineral	exploration	and	production,	is	not	generally	available	to	companies	within	the	mining	industry.	We	may	suffer	amaterial	adverse	effect	on	our	business	if	we	incur	losses	related	to	any	significant	events	that	are	not	covered	by	our	insurance	policies.We	cannot	provide	assurance	that	we	will	successfully	acquire	commercially	mineable	mineral	rights.Exploration	for	and	development	of	copper	properties	involves	significant	financial	risks	which	even	a	combination	of	careful	evaluation,	experienceand	knowledge	may	not	eliminate.	While	the	discovery	of	an	ore	body	may	result	in	substantial	rewards,	few	properties	which	are	explored	areultimately	developed	into	producing	mines.	Major	expensesTable	of	Contents24may	be	required	to	establish	reserves	by	drilling,	constructing	mining	and	processing	facilities	at	a	site,	developing	metallurgical	processes	andextracting	metals	from	ore.	We	cannot	ensure	that	our	current	exploration	and	development	programs	will	result	in	profitable	commercial	miningoperations.The	economic	feasibility	of	development	projects	is	based	upon	many	factors,	including	the	accuracy	of	mineral	resource	estimates;	metallurgicalrecoveries;	capital	and	operating	costs;	government	regulations	relating	to	prices,	taxes,	royalties,	land	tenure,	land	use,	importing	and	exporting	andenvironmental	protection;	and	metal	prices,	which	are	highly	volatile.	Development	projects	are	also	subject	to	the	successful	completion	of	feasibilitystudies,	issuance	of	necessary	governmental	permits	and	availability	of	adequate	financing.Most	exploration	projects	do	not	result	in	the	discovery	of	commercially	mineable	ore	deposits,	and	no	assurance	can	be	given	that	any	anticipatedlevel	of	recovery	of	ore	reserves,	if	any,	will	be	realized	or	that	any	identified	mineral	deposit	will	ever	qualify	as	a	commercially	mineable	(or	viable)ore	body	which	can	be	legally	and	economically	exploited.	Estimates	of	mineral	reserves,	mineral	resources,	mineral	deposits	and	production	costs	canalso	be	affected	by	such	factors	as	environmental	permitting	regulations	and	requirements,	weather,	environmental	factors,	unforeseen	technicaldifficulties,	the	metallurgy	of	the	mineralization	forming	the	mineral	deposit,	unusual	or	unexpected	geological	formations	and	work	interruptions.	Ifcurrent	exploration	programs	do	not	result	in	the	discovery	of	commercial	ore,	we	may	need	to	write-off	part	or	all	of	our	investment	in	our	existingexploration	stage	properties	and	may	need	to	acquire	additional	properties.Material	changes	in	mineral	reserves,	if	any,	grades,	stripping	ratios	or	recovery	rates	may	affect	the	economic	viability	of	any	project.	Our	futuregrowth	and	productivity	will	depend,	in	part,	on	our	ability	to	develop	commercially	mineable	mineral	rights	at	our	existing	properties	or	identify	andacquire	other	commercially	mineable	mineral	rights,	and	on	the	costs	and	results	of	continued	exploration	and	potential	development	programs.Mineral	exploration	is	highly	speculative	in	nature	and	is	frequently	non-productive.	Substantial	expenditures	are	required	to:●establish	mineral		resources	and	reserves	through	drilling	and	metallurgical	and	other	testing	techniques;●determine	metal	content	and	metallurgical	recovery	processes	to	extract	metal	from	the	ore;	and●construct,	renovate	or	expand	mining	and	processing	facilities.In	addition,	if	we	discover	ore,	it	would	take	several	years	from	the	initial	phases	of	exploration	until	production	is	possible.	During	this	time,	theeconomic	feasibility	of	production	may	change.	As	a	result	of	these	uncertainties,	there	can	be	no	assurance	that	we	will	successfully	acquirecommercially	mineable	(or	viable)	mineral	rights.Risks	Relating	to	Government	RegulationWe	are	subject	to	significant	governmental	regulations.Our	exploration	activities	are	subject	to	extensive	federal,	state,	provincial	and	local	laws	and	regulations	governing	various	matters,	including:●environmental	protection;●the	management	and	use	of	toxic	substances	and	explosives;●the	management	of	natural	resources;●the	exploration	and	development	of	mineral	properties,	including	reclamation;●exports;Table	of	Contents25●price	controls;●taxation	and	mining	royalties;●management	of	tailing	and	other	waste	generated	by	operations;●labor	standards	and	occupational	health	and	safety,	including	mine	safety;●historic	and	cultural	preservation;	and●transportation.Failure	to	comply	with	applicable	laws	and	regulations	may	result	in	civil	or	criminal	fines	or	penalties	or	enforcement	actions,	including	orders	issuedby	regulatory	or	judicial	authorities	enjoining,	curtailing	or	closing	operations	or	requiring	corrective	measures,	installation	of	additional	equipment	orremedial	actions,	any	of	which	could	result	in	significant	expenditures.	We	may	also	be	required	to	compensate	private	parties	suffering	loss	or	damageby	reason	of	a	breach	of	such	laws,	regulations	or	permitting	requirements.	It	is	also	possible	that	future	laws	and	regulations,	or	more	stringentenforcement	of	current	laws	and	regulations	by	governmental	authorities,	could	cause	us	to	incur	additional	expense	or	capital	expenditurerestrictions,	suspensions	or	closing	of	our	activities	and	delays	in	the	exploration	and	development	of	our	properties.We	require	further	permits	in	order	to	conduct	current	and	anticipated	future	operations,	and	delays	in	obtaining	or	failure	to	obtain	such	permits,	or	afailure	to	comply	with	the	terms	of	any	such	permits	that	we	have	obtained,	would	adversely	affect	our	business.Our	current	and	anticipated	future	operations,	including	further	exploration,	development	and	commencement	of	production	on	our	mineralproperties,	require	permits	from	various	governmental	authorities.	Obtaining	or	renewing	governmental	permits	is	a	complex	and	time-consumingprocess.	The	duration	and	success	of	efforts	to	obtain	and	renew	permits	are	contingent	upon	many	variables	not	within	our	control.	Due	to	thepreliminary	stages	of	the	Upper	Kobuk	Mineral	Projects,	it	is	difficult	to	assess	what	specific	permitting	requirements	will	ultimately	apply.Shortage	of	qualified	and	experienced	personnel	in	the	U.S.	federal	and	Alaskan	State	agencies	to	coordinate	a	federally	led	joint	environmental	impactstatement	process	could	result	in	delays	or	inefficiencies.	Backlog	within	the	permitting	agencies	could	affect	the	permitting	timeline	or	potential	of	theUpper	Kobuk	Mineral	Projects,	as	may	negative	public	perception	of	mining	projects	in	general	due	to	circumstances	unrelated	to	the	Company	andoutside	of	its	control.	Other	factors	that	could	affect	the	permitting	timeline	include	(i)	the	number	of	other	large-scale	projects	currently	in	a	moreadvanced	stage	of	development	which	could	slow	down	the	review	process	for	the	Upper	Kobuk	Mineral	Projects	and	(ii)	significant	public	responseregarding	the	Upper	Kobuk	Mineral	Projects.We	cannot	provide	assurance	that	all	permits	that	we	require	for	our	operations,	including	any	for	construction	of	mining	facilities	or	conduct	ofmining,	will	be	obtainable	or	renewable	on	reasonable	terms,	or	at	all.	Delays	or	a	failure	to	obtain	such	required	permits,	or	the	expiry,	revocation	orfailure	to	comply	with	the	terms	of	any	such	permits	that	we	have	obtained,	would	adversely	affect	our	business.Our	activities	are	subject	to	environmental	laws	and	regulations	that	may	increase	our	costs	and	restrict	our	operations.All	of	our	exploration,	potential	development	and	production	activities	are	subject	to	regulation	by	governmental	agencies	under	variousenvironmental	laws.	These	laws	address	emissions	into	the	air,	discharges	into	water,	management	of	waste,	management	of	hazardous	substances,protection	of	natural	resources,	antiquities	and	endangered	species	and	reclamation	of	lands	disturbed	by	mining	operations.	Environmental	legislationis	evolving,	and	the	general	trend	has	been	towards	stricter	standards	and	enforcement,	increased	fines	and	penalties	for	noncompliance,	morestringent	environmental	assessments	of	proposed	projects	and	increasing	responsibility	forTable	of	Contents26companies	and	their	officers,	directors	and	employees.	Compliance	with	environmental	laws	and	regulations	may	require	significant	capital	outlays	onour	behalf	and	may	cause	material	changes	or	delays	in	our	intended	activities.Several	regulatory	initiatives	are	currently	ongoing	within	the	State	of	Alaska	that	have	the	potential	to	influence	the	permitting	process	for	the	UpperKobuk	Mineral	Projects.	These	include	revisions	to	Alaska's	Water	Quality	Standards	regarding	mixing	zones	regulations,	which	are	currently	underEnvironmental	Protection	Agency	review,	and	which	revisions	may	be	required	in	order	to	authorize	a	mixing	zone	for	discharge	in	Subarctic	Creek.Future	changes	in	these	laws	or	regulations	could	have	a	significant	adverse	impact	on	some	portion	of	our	business,	requiring	us	to	re-evaluate	thoseactivities	at	that	time.Environmental	hazards	may	exist	on	our	properties	that	are	unknown	to	us	at	the	present	time	and	that	have	been	caused	by	previous	owners	oroperators	or	that	may	have	occurred	naturally.	We	may	be	liable	for	remediating	such	damage.Failure	to	comply	with	applicable	environmental	laws,	regulations	and	permitting	requirements	may	result	in	enforcement	actions	thereunder,including	orders	issued	by	regulatory	or	judicial	authorities,	causing	operations	to	cease	or	to	be	curtailed,	and	may	include	corrective	measuresrequiring	capital	expenditures,	installation	of	additional	equipment	or	remedial	actions.Land	reclamation	requirements	for	our	exploration	properties	may	be	burdensome.Land	reclamation	requirements	are	generally	imposed	on	mineral	exploration	companies	(as	well	as	companies	with	mining	operations)	in	order	tominimize	long	term	effects	of	land	disturbance.	Reclamation	may	include	requirements	to:●treat	ground	and	surface	water	to	applicable	water	quality	standards;●control	dispersion	of	potentially	deleterious	effluents;	and●reasonably	re-establish	pre-disturbance	landforms	and	vegetation.In	order	to	carry	out	reclamation	obligations	imposed	on	us	in	connection	with	exploration,	potential	development	and	production	activities,	we	mustallocate	financial	resources	that	might	otherwise	be	spent	on	further	exploration	and	development	programs.	In	addition,	regulatory	changes	couldincrease	our	obligations	to	perform	reclamation	and	mine	closing	activities.	If	we	are	required	to	carry	out	unanticipated	reclamation	work,	ourfinancial	position	could	be	adversely	affected.Risks	Related	to	the	Acquisition	of	New	ProjectsRisks	inherent	in	acquisitions	of	new	properties.We	may	actively	pursue	the	acquisition	of	exploration,	development	and	production	assets	consistent	with	our	acquisition	and	growth	strategy.	Fromtime	to	time,	we	may	also	acquire	securities	of	or	other	interests	in	companies	with	respect	to	which	we	may	enter	into	acquisitions	or	othertransactions.	Acquisition	transactions	involve	inherent	risks,	including	but	not	limited	to:●accurately	assessing	the	value,	strengths,	weaknesses,	contingent	and	other	liabilities	and	potential	profitability	of	acquisition	candidates;●ability	to	achieve	identified	and	anticipated	operating	and	financial	synergies;●unanticipated	costs;●diversion	of	management	attention	from	existing	business;Table	of	Contents27●potential	loss	of	our	key	employees	or	key	employees	of	any	business	acquired;●unanticipated	changes	in	business,	industry	or	general	economic	conditions	that	affect	the	assumptions	underlying	the	acquisition;●decline	in	the	value	of	acquired	properties,	companies	or	securities;●assimilating	the	operations	of	an	acquired	business	or	property	in	a	timely	and	efficient	manner;●maintaining	our	financial	and	strategic	focus	while	integrating	the	acquired	business	or	property;●implementing	uniform	standards,	controls,	procedures	and	policies	at	the	acquired	business,	as	appropriate;	and●to	the	extent	that	we	make	an	acquisition	outside	of	markets	in	which	it	has	previously	operated,	conducting	and	managing	operations	in	anew	operating	environment.Acquiring	additional	businesses	or	properties	could	place	increased	pressure	on	our	cash	flow	if	such	acquisitions	involve	a	cash	consideration.	Theintegration	of	our	existing	operations	with	any	acquired	business	will	require	significant	expenditures	of	time,	attention	and	funds.	Achievement	of	thebenefits	expected	from	consolidation	would	require	us	to	incur	significant	costs	in	connection	with,	among	other	things,	implementing	financial	andplanning	systems.	We	may	not	be	able	to	integrate	the	operations	of	a	recently	acquired	business	or	restructure	our	previously	existing	businessoperations	without	encountering	difficulties	and	delays.	In	addition,	this	integration	may	require	significant	attention	from	our	management	team,which	may	detract	attention	from	our	day-to-day	operations.	Over	the	short-term,	difficulties	associated	with	integration	could	have	a	materialadverse	effect	on	our	business,	operating	results,	financial	condition	and	the	price	of	our	Common	Shares.	In	addition,	the	acquisition	of	mineralproperties	may	subject	us	to	unforeseen	liabilities,	including	environmental	liabilities,	which	could	have	a	material	adverse	effect	on	us.	There	can	beno	assurance	that	any	future	acquisitions	will	be	successfully	integrated	into	our	existing	operations.Any	one	or	more	of	these	factors	or	other	risks	could	cause	us	not	to	realize	the	anticipated	benefits	of	an	acquisition	of	properties	or	companies	andcould	have	a	material	adverse	effect	on	our	financial	condition.We	face	industry	competition	in	the	acquisition	of	exploration	properties	and	the	recruitment	and	retention	of	qualified	personnel.We	compete	with	other	exploration	and	producing	companies,	many	of	which	are	better	capitalized,	have	greater	financial	resources,	operationalexperience	and	technical	capabilities	or	are	further	advanced	in	their	development	or	are	significantly	larger	and	have	access	to	greater	mineralreserves,	for	the	acquisition	of	mineral	claims,	leases	and	other	mineral	interests	as	well	as	for	the	recruitment	and	retention	of	qualified	employeesand	other	personnel.	If	we	require	and	are	unsuccessful	in	acquiring	additional	mineral	properties	or	in	recruiting	and	retaining	qualified	personnel,	wewill	not	be	able	to	grow	at	the	rate	we	desire,	or	at	all.Risks	Related	to	the	Company’s	Executive	Officers	and	Board	of	DirectorsWe	may	experience	difficulty	attracting	and	retaining	qualified	management	and	technical	personnel	to	grow	our	business.We	are	dependent	on	the	services	of	key	executives	and	other	highly	skilled	and	experienced	personnel	to	advance	our	corporate	objectives	as	well	asthe	identification	of	new	opportunities	for	growth	and	funding.	Mr.	Giardini	and	Ms.	Sanders	are	currently	our	only	executive	officers.	It	will	benecessary	for	us	to	recruit	additional	skilled	and	experienced	executives.	Our	inability	to	do	so,	or	the	loss	of	any	of	these	persons	or	our	inability	toattract	and	retain	suitable	replacements	for	them,	or	additional	highly	skilled	employees	required	for	our	activities,	would	have	a	material	adverseeffect	on	our	business	and	financial	condition.Table	of	Contents28Some	of	our	directors	and	officers	have	conflicts	of	interest	as	a	result	of	their	involvement	with	other	natural	resource	companies.Certain	of	our	directors	and	officers	also	serve	as	directors	or	officers,	in	other	companies	involved	in	natural	resource	exploration	and	development	ormining-related	activities,	including,	in	particular,	NovaGold.	To	the	extent	that	such	other	companies	may	participate	in	ventures	in	which	we	mayparticipate	in,	or	in	ventures	which	we	may	seek	to	participate	in,	our	directors	and	officers	may	have	a	conflict	of	interest	in	negotiating	andconcluding	terms	respecting	the	extent	of	such	participation.	In	all	cases	where	our	directors	and	officers	have	an	interest	in	other	companies,	suchother	companies	may	also	compete	with	us	for	the	acquisition	of	mineral	property	investments.	Any	decision	made	by	any	of	these	directors	andofficers	involving	Trilogy	will	be	made	in	accordance	with	their	duties	and	obligations	to	deal	fairly	and	in	good	faith	with	a	view	to	the	best	interests	ofTrilogy	and	its	shareholders.	In	addition,	each	of	the	directors	is	required	to	declare	and	refrain	from	voting	on	any	matter	in	which	these	directors	mayhave	a	conflict	of	interest	in	accordance	with	the	procedures	set	forth	in	the	Business	Corporations	Act	(British	Columbia)	and	other	applicable	laws.	Inappropriate	cases,	the	Company	will	establish	a	special	committee	of	independent	directors	to	review	a	matter	in	which	several	directors,	ormanagement,	may	have	a	conflict.	Nonetheless,	as	a	result	of	these	conflicts	of	interest,	the	Company	may	not	have	an	opportunity	to	participate	incertain	transactions,	which	may	have	a	material	adverse	effect	on	the	Company’s	business,	financial	condition,	results	of	operation	and	prospects.In	the	future,	we	may	be	subject	to	legal	proceedings.Due	to	the	nature	of	our	business,	we	may	be	subject	to	numerous	regulatory	investigations,	claims,	lawsuits	and	other	proceedings	in	the	ordinarycourse	of	our	business.	The	results	of	these	legal	proceedings	cannot	be	predicted	with	certainty	due	to	the	uncertainty	inherent	in	litigation,	includingthe	effects	of	discovery	of	new	evidence	or	advancement	of	new	legal	theories,	the	difficulty	of	predicting	decisions	of	judges	and	juries	and	thepossibility	that	decisions	may	be	reversed	on	appeal.	There	can	be	no	assurances	that	these	matters	will	not	have	a	material	adverse	effect	on	ourbusiness.General	Risk	FactorsGeneral	economic	conditions	may	adversely	affect	our	growth,	future	profitability	and	ability	to	finance.The	unprecedented	events	in	global	financial	markets	in	the	past	several	years	and	the	current	impact	of	COVID-19	have	had	a	profound	impact	on	theglobal	economy.	Many	industries,	including	the	copper	mining	industry,	are	impacted	by	these	market	conditions.	Some	of	the	key	impacts	of	thecurrent	financial	market	turmoil	include	contraction	in	credit	markets	resulting	in	a	widening	of	credit	risk,	devaluations,	high	volatility	in	global	equity,commodity,	foreign	exchange	and	precious	metal	markets	and	a	lack	of	market	liquidity.	A	worsening	or	slowdown	in	the	financial	markets	or	othereconomic	conditions,	including	but	not	limited	to,	consumer	spending,	employment	rates,	business	conditions,	inflation,	fuel	and	energy	costs,consumer	debt	levels,	lack	of	available	credit,	the	state	of	the	financial	markets,	interest	rates	and	tax	rates,	may	adversely	affect	our	growth	andability	to	finance.	Specifically:●the	volatility	of	copper,	zinc,	lead	and	other	metal	prices	would	impact	our	estimates	of	mineral	resources,	revenues,	profits,	losses	and	cashflow,	and	the	feasibility	of	our	projects;●negative	economic	pressures	could	adversely	impact	demand	for	our	future	production,	if	any;●construction	related	costs	could	increase	and	adversely	affect	the	economics	of	any	project;●volatile	energy,	commodity	and	consumables	prices	and	currency	exchange	rates	could	impact	our	estimated	production	costs;	and●the	devaluation	and	volatility	of	global	stock	markets	would	impact	the	valuation	of	our	equity	and	other	securities.Table	of	Contents29Future	sales	or	issuances	of	equity	securities	could	decrease	the	value	of	any	existing	Common	Shares,	dilute	investors’	voting	power	and	reduceour	earnings	per	share.We	may	sell	additional	equity	securities	(including	through	the	sale	of	securities	convertible	into	Common	Shares)	and	may	issue	additional	equitysecurities	to	finance	our	operations,	exploration,	development,	acquisitions	or	other	projects.	We	are	authorized	to	issue	an	unlimited	number	ofCommon	Shares.	We	cannot	predict	the	size	of	future	sales	and	issuances	of	equity	securities	or	the	effect,	if	any,	that	future	sales	and	issuances	ofequity	securities	will	have	on	the	market	price	of	the	Common	Shares.	Sales	or	issuances	of	a	substantial	number	of	equity	securities,	or	the	perceptionthat	such	sales	could	occur,	may	adversely	affect	prevailing	market	prices	for	the	Common	Shares.	With	any	additional	sale	or	issuance	of	equitysecurities,	investors	will	suffer	dilution	of	their	voting	power	and	may	experience	dilution	in	our	earnings	per	share.Our	largest	shareholder	has	significant	influence	on	us	and	may	also	affect	the	market	price	and	liquidity	of	the	securities.Electrum	Strategic	Opportunities	Fund	L.P.	(“Electrum”)	is	our	single	largest	shareholder,	controlling	approximately	20%	of	the	outstanding	votingsecurities.	Accordingly,	Electrum	will	have	significant	influence	in	determining	the	outcome	of	any	corporate	transaction	or	other	matter	submitted	tothe	shareholders	for	approval,	including	mergers,	consolidations	and	the	sale	of	all	or	substantially	all	of	our	assets	and	other	significant	corporateactions.	Unless	significant	participation	of	other	shareholders	takes	place	in	such	shareholder	meetings,	Electrum	may	be	able	to	approve	such	mattersitself.	The	concentration	of	ownership	of	the	shares	by	Electrum	may:	(i)	delay	or	deter	a	change	of	control	of	the	Company;	(ii)	deprive	shareholders	ofan	opportunity	to	receive	a	premium	for	their	shares	as	part	of	a	sale	of	the	Company;	and	(iii)	affect	the	market	price	and	liquidity	of	the	shares.Without	the	consent	of	Electrum,	we	could	be	prevented	from	entering	into	transactions	that	are	otherwise	beneficial	to	us.	The	interests	of	Electrummay	differ	from	or	be	adverse	to	the	interests	of	our	other	shareholders.	The	effect	of	these	rights	and	Electrum’s	influence	may	impact	the	price	thatinvestors	are	willing	to	pay	for	securities.	If	Electrum	sells	a	substantial	number	of	shares	in	the	public	market,	the	market	price	of	the	shares	could	fall.The	perception	among	the	public	that	these	sales	will	occur	could	also	contribute	to	a	decline	in	the	market	price	of	the	shares.Our	Common	Shares	are	subject	to	various	factors	that	have	historically	made	share	prices	volatile.The	market	price	of	our	Common	Shares	may	be	subject	to	large	fluctuations,	which	may	result	in	losses	to	investors.	The	market	price	of	the	CommonShares	may	increase	or	decrease	in	response	to	a	number	of	events	and	factors,	including:	our	operating	performance	and	the	performance	ofcompetitors	and	other	similar	companies;	volatility	in	metal	prices;	the	arrival	or	departure	of	key	personnel;	the	number	of	Common	Shares	to	bepublicly	traded	after	an	offering;	the	public’s	reaction	to	our	press	releases,	material	change	reports,	other	public	announcements	and	our	filings	withthe	various	securities	regulatory	authorities;	changes	in	earnings	estimates	or	recommendations	by	research	analysts	who	track	the	Common	Shares	orthe	shares	of	other	companies	in	the	resource	sector;	changes	in	general	economic	and/or	political	conditions;	acquisitions,	strategic	alliances	or	jointventures	involving	us	or	our	competitors;	and	the	factors	listed	under	the	heading	“Cautionary	Statement	Regarding	Forward-Looking	Information.”The	market	price	of	the	Common	Shares	may	be	affected	by	many	other	variables	which	are	not	directly	related	to	our	success	and	are,	therefore,	notwithin	our	control,	including	other	developments	that	affect	the	market	for	all	resource	sector	securities,	the	breadth	of	the	public	market	for	theCommon	Shares	and	the	attractiveness	of	alternative	investments.We	do	not	intend	to	pay	any	cash	dividends	in	the	foreseeable	future.We	have	not	declared	or	paid	any	dividends	on	our	Common	Shares.		Our	current	business	plan	requires	that	for	the	foreseeable	future,	any	futureearnings	be	reinvested	to	finance	the	growth	and	development	of	our	business.		We	do	not	intend	to	pay	cash	dividends	on	the	Common	Shares	in	theforeseeable	future.	We	will	not	declare	or	pay	any	dividends	until	such	time	as	our	cash	flow	exceeds	our	capital	requirements	and	will	depend	upon,among	other	things,Table	of	Contents30conditions	then	existing	including	earnings,	financial	condition,	restrictions	in	financing	arrangements,	business	opportunities	and	conditions	and	otherfactors,	or	our	Board	determines	that	our	shareholders	could	make	better	use	of	the	cash.We	may	be	a	“passive	foreign	investment	company”	in	future	periods,	which	may	have	adverse	U.S.	federal	income	tax	consequences	for	U.S.shareholders.U.S.	investors	in	the	Company	should	be	aware	that	we	believe	we	were	not	a	passive	foreign	investment	company	(“PFIC”)	for	the	years	endingNovember	30,	2015,	2016,	2017	and	2020	but	we	believe	we	were	a	PFIC	for	the	years	ending	November	30,	2018	and	2019	and	may	be	a	PFIC	infuture	tax	years.	If	we	are	a	PFIC	for	any	year	during	a	U.S.	Holder’s	(as	defined	below	under	Certain	U.S.	Federal	Income	Tax	Considerations	–	U.S.Holders”)	holding	period,	then	such	U.S.	Holder	generally	will	be	required	to	treat	any	gain	realized	upon	a	disposition	of	Common	Shares	and	any	so-called	“excess	distribution”	received	on	its	Common	Shares	as	ordinary	income,	and	to	pay	an	interest	charge	on	a	portion	of	such	gain	or	distributions,unless	the	shareholder	makes	a	timely	and	effective	“QEF	Election”	or	a	“Mark-to-Market	Election”	(each	as	defined	below	under	“Certain	U.S.	FederalIncome	Tax	Considerations	–	Default	PFIC	Rules	under	Section	1291	of	the	Code”).		A	U.S.	Holder	who	makes	a	QEF	Election	generally	must	report	on	acurrent	basis	its	share	of	our	net	capital	gain	and	ordinary	earnings	for	any	year	in	which	we	are	a	PFIC,	whether	or	not	we	distribute	any	amounts	toour	shareholders.		A	U.S.	Holder	who	makes	the	Mark-to-Market	Election	generally	must	include	as	ordinary	income	each	year	the	excess	of	the	fairmarket	value	of	the	Common	Shares	over	the	U.S.	Holder’s	tax	basis	therein.		This	paragraph	is	qualified	in	its	entirety	by	the	discussion	below	theheading	“Certain	U.S.	Federal	Income	Tax	Considerations.”	Each	U.S.	shareholder	should	consult	its	own	tax	advisor	regarding	the	PFIC	rules	and	theU.S.	federal	income	tax	consequences	of	the	acquisition,	ownership,	and	disposition	of	Common	Shares.Global	climate	change	is	an	international	concern	and	could	impact	our	ability	to	conduct	future	operations.Global	climate	change	is	an	international	issue	and	receives	an	enormous	amount	of	publicity.	We	would	expect	that	the	imposition	of	internationaltreaties	or	U.S.	or	Canadian	federal,	state,	provincial	or	local	laws	or	regulations	pertaining	to	mandatory	reductions	in	energy	consumption	oremissions	of	greenhouse	gasses	could	affect	the	feasibility	of	our	mining	projects	and	increase	our	operating	costs.Adverse	publicity	from	non-governmental	organizations	could	have	a	material	adverse	effect	on	us.There	is	an	increasing	level	of	public	concern	relating	to	the	effect	of	mining	production	on	our	surroundings,	communities	and	environment.	Non-governmental	organizations	(“NGOs”),	some	of	which	oppose	resource	development,	are	often	vocal	critics	of	the	mining	industry.	While	we	seek	tooperate	in	a	socially	responsible	manner,	adverse	publicity	generated	by	such	NGOs	related	to	extractive	industries,	or	our	operations	specifically,could	have	an	adverse	effect	on	our	reputation	and	financial	condition	or	our	relationship	with	the	communities	in	which	we	operate.We	may	fail	to	achieve	and	maintain	the	adequacy	of	our	internal	control	over	financial	reporting	as	per	the	requirements	of	the	Sarbanes-OxleyAct.We	are	required	to	document	and	test	our	internal	control	procedures	in	order	to	satisfy	the	requirements	of	Section	404	of	SOX.	It	requires	an	annualassessment	by	management	of	the	effectiveness	of	our	internal	control	over	financial	reporting.	We	may	in	the	future	fail	to	achieve	and	maintain	theadequacy	of	our	internal	control	over	financial	reporting,	as	such	standards	are	modified,	supplemented	or	amended	from	time	to	time,	and	we	maynot	be	able	to	ensure	that	we	can	conclude	on	an	ongoing	basis	that	we	have	effective	internal	control	over	financial	reporting	in	accordance	withSection	404	of	SOX.	Our	failure	to	satisfy	the	requirements	of	Section	404	of	SOX	on	an	ongoing,	timely	basis	could	result	in	the	loss	of	investorconfidence	in	the	reliability	of	our	financial	statements,	which	in	turn	could	harm	our	business	and	negatively	impact	the	trading	price	of	our	CommonShares.	In	addition,	any	failure	to	implement	required	new	or	improved	controls,	or	difficulties	encountered	in	their	implementation,	could	harm	ouroperating	results	or	cause	us	to	fail	to	meet	our	reporting	obligations.	Future	acquisitions	of	companies	may	provide	us	with	challenges	inimplementing	the	required	processes,	procedures	and	controls	in	our	acquired	operations.	Acquired	companies	may	not	haveTable	of	Contents31disclosure	control	and	procedures	or	internal	control	over	financial	reporting	that	are	as	thorough	or	effective	as	those	required	by	securities	lawscurrently	applicable	to	us.Our	business	is	subject	to	evolving	corporate	governance	and	public	disclosure	regulations	that	have	increased	both	our	compliance	costs	and	therisk	of	noncompliance,	which	could	have	an	adverse	effect	on	our	stock	price.We	are	subject	to	changing	rules	and	regulations	promulgated	by	a	number	of	United	States	and	Canadian	governmental	and	self-regulatedorganizations,	including	the	SEC,	the	Canadian	Securities	Administrators,	the	NYSE	American,	the	TSX,	and	the	Financial	Accounting	Standards	Board.These	rules	and	regulations	continue	to	evolve	in	scope	and	complexity	and	many	new	requirements	have	been	created	in	response	to	laws	enacted	bythe	United	States	Congress,	making	compliance	more	difficult	and	uncertain.	Our	efforts	to	comply	with	new	rules	and	regulations,	including	thosepromulgated	under	Dodd-Frank,	have	resulted	in,	and	are	likely	to	continue	to	result	in,	increased	general	and	administrative	expenses	and	a	diversionof	management	time	and	attention	from	revenue-generating	activities	to	compliance	activities.Item	1B.		UNRESOLVED	STAFF	COMMENTSNone.Item	2.					PROPERTIESThe	following	descriptions	summarize	selected	information	about	the	Upper	Kobuk	Mineral	Projects,	which	are	located	in	the	Ambler	mining	district	ofAlaska	and	include	the	Arctic	Project	and	the	Bornite	Project.	The	Arctic	Project	and	the	Bornite	Project	are	held	by	Ambler	Metals,	of	which	Trilogyholds	a	50%	interest.	All	mineral	resources	and	mineral	reserve	estimates	with	respect	to	the	Arctic	Project	and	Bornite	Project	that	are	disclosed	inthis	Annual	Report	on	Form	10-K	are	reported	on	a	100%	basis.	All	of	the	UKMP	Projects	are	without	known	reserves,	as	defined	under	SEC	IndustryGuide	7,	and	all	proposed	programs	for	the	properties	are	exploratory	in	nature.	Please	also	see	“Management’s	Discussion	and	Analysis—ProjectActivities”	for	more	information	on	the	development	and	nature	of	our	interest	in	the	Upper	Kobuk	Mineral	Projects.Arctic	ProjectExcept	as	otherwise	stated,	the	scientific	and	technical	information	relating	to	the	Arctic	Project	contained	in	this	Form	10-K	is	derived	from	the	2020Arctic	Report	titled	“Arctic	Feasibility	Study	Alaska,	USA	NI	43-101	Technical	Report”	with	an	effective	date	of	August	20,	2020,	prepared	for	Trilogy	byAusenco	Engineering	Canada	Inc.,	Wood	Canada	Limited	and	SRK	Consulting	(Canada)	Inc.	The	information	regarding	the	Arctic	Project	is	based	onassumptions,	qualifications	and	procedures	which	are	not	fully	described	herein.	Reference	should	be	made	to	the	full	text	of	the	2020	Arctic	Reportwhich	has	been	filed	with	certain	Canadian	securities	regulatory	authorities	pursuant	to	NI	43-101	and	is	available	for	review	on	SEDAR	atwww.sedar.com	and	on	EDGAR	at	www.sec.gov.Arctic	Project	Description,	Location	and	AccessProject	DescriptionNovaGold	acquired	the	Arctic	Project	from	Kennecott	Exploration	Company	and	Kennecott	Arctic	Company	(collectively,	“Kennecott”)	in	2004.	In	2011,NovaGold	transferred	all	copper	projects	to	NovaCopper	Inc.	and	spun-out	NovaCopper	to	its	then	existing	shareholders	in	2012.	NovaCopper	Inc.subsequently	underwent	a	name	change	to	Trilogy	Metals	Inc.	in	2016.	Under	the	Kennecott	Purchase	and	Termination	Agreement,	Kennecott	retaineda	1%	net	smelter	return	(NSR)	royalty	that	has	been	subsequently	sold	by	Kennecott.	The	1%	NSR	runs	with	the	lands	and	is	purchasable	at	any	timefrom	the	royalty	holder	for	a	one-time	payment	of	$10	million.Table	of	Contents32The	Arctic	Project	is	directly	held	by	Ambler	Metals,	a	50/50	joint	venture	formed	between	South32	and	Trilogy	in	February	2020.	Upon	the	formationof	the	joint	venture,	Trilogy	contributed	all	of	its	Alaskan	assets,	including	the	Arctic	Project	and	the	NANA	Agreement,	to	Ambler	Metals	in	exchangefor	a	50%	membership	interest	and	at	the	same	time,	South32	contributed	$145	million	in	cash	for	a	50%	membership	interest.Ambler	Metals	holds	approximately	185,805	acres	(75,192	ha)	of	State	of	Alaska	mining	claims	and	US	Federal	patented	mining	claims	in	the	KotzebueRecording	District.	The	Arctic	Project	land	tenure	consists	of	1,851	contiguous	State	mining	claims,	including	905	40-acre	claims,	946	160-acre	claims,and	18	Federal	patented	claims	comprising	271.9	acres	(110	ha)	held	in	the	name	of	Ambler	Metals.Surface	use	of	the	private	land	held	as	Federal	patented	claims	is	limited	only	by	reservations	in	the	patents	and	by	generally-applicable	environmentallaws.	Surface	use	of	State	claims	allows	the	owner	of	the	mining	claim	to	make	such	use	of	the	surface	as	is	“necessary	for	prospecting	for,	extractionof,	or	basic	processing	of	minerals.”NANA	controls	lands	granted	under	the	Alaska	Native	Claims	Settlement	Act	to	the	south	of	the	Arctic	Project	boundary.	Ambler	Metals	and	NANA	areparties	to	the	NANA	Agreement	that	consolidates	the	parties’	land	holdings	into	an	approximately	172,675	ha	land	package	and	provides	a	frameworkfor	the	exploration	and	development	of	the	area.	The	NANA	Agreement	has	a	term	of	20	years,	with	an	option	in	favour	of	Ambler	Metals	to	extendthe	term	for	an	additional	10	years.	If,	following	receipt	of	a	feasibility	study	and	the	release	for	public	comment	of	a	related	draft	environmentalimpact	statement,	a	decision	is	made	to	proceed	with	construction	of	a	mine	on	the	lands	subject	to	the	NANA	Agreement,	NANA	will	have	120	days	toelect	to	either	(a)	exercise	a	non-transferrable	back-in-right	to	acquire	between	16%	and	25%	(as	specified	by	NANA)	of	that	specific	project;	or	(b)	notexercise	its	back-in-right,	and	instead	receive	a	net	proceeds	royalty	equal	to	15%	of	the	net	proceeds	realized	from	such	project.	In	the	event	thatNANA	elects	to	exercise	its	back-in-right,	the	parties	will,	as	soon	as	reasonably	practicable,	form	a	joint	venture	with	NANA	electing	to	participatebetween	16%	to	25%,	and	Ambler	Metals	owning	the	balance	of	the	interest	in	the	joint	venture.	If	Ambler	Metals	decides	to	proceed	withconstruction	of	a	mine	on	its	own	lands	subject	to	the	NANA	Agreement,	NANA	will	enter	into	a	surface	use	agreement	which	will	afford	Ambler	Metalsaccess	to	the	Arctic	Project	along	routes	approved	by	NANA.	In	consideration	for	the	grant	of	such	surface	use	rights,	NANA	will	receive	a	1%	netsmelter	royalty	on	production	and	provide	an	annual	payment	on	a	per	acre	basis.Location	and	AccessThe	Arctic	Project	is	located	in	the	Ambler	mining	district	of	the	southern	Brooks	Range,	in	the	Northwest	Arctic	Borough	(NWAB)	of	Alaska.		TheProperty	is	geographically	isolated	with	no	current	road	access	or	nearby	power	infrastructure.		The	Arctic	Project	is	located	270	km	east	of	the	town	ofKotzebue,	37	km	north	of	the	village	of	Kobuk,	and	260	km	west	of	the	Dalton	Highway,	an	all-weather	state-maintained	highway.Primary	access	to	the	Arctic	Project	is	by	air,	using	both	fixed	wing	aircraft	and	helicopters.	There	are	four	well-maintained,	approximately	1,500	m-longgravel	airstrips	located	near	the	Arctic	Project,	capable	of	accommodating	charter	fixed	wing	aircraft.	These	airstrips	are	located	64	km	west	at	Ambler,46	km	southwest	at	Shungnak,	37	km	southwest	at	Kobuk,	and	34	km	southwest	at	Dahl	Creek.	There	is	daily	commercial	air	service	from	Kotzebue	tothe	village	of	Kobuk,	the	closest	community	to	the	Arctic	Project.	During	the	summer	months,	the	Dahl	Creek	Camp	airstrip	is	suitable	for	largeraircraft,	such	as	a	C-130	and	DC-6.In	addition	to	the	four	1,500	m	airstrips,	there	is	a	700	m	airstrip	located	at	the	Bornite	Camp.	The	airstrip	at	Bornite	is	suited	to	smaller	aircraft,	whichsupport	the	Bornite	Camp	with	personnel	and	supplies.	There	is	also	a	450	m	airstrip	(Arctic	airstrip)	located	at	the	base	of	Arctic	Ridge	that	cansupport	smaller	aircraft.A	winter	trail	and	a	one-lane	dirt	track	suitable	for	high-clearance	vehicles	or	construction	equipment	links	the	Arctic	Project’s	main	camp	located	atBornite	to	the	Dahl	Creek	airstrip	southwest	of	the	Arctic	deposit.	An	unimproved	gravel	track	connects	the	Arctic	airstrip	with	the	Arctic	deposit.Table	of	Contents33HistoryProspectors	first	arrived	in	the	Ambler	Mining	District	around	1900,	shortly	after	the	discovery	of	the	Nome	and	Fairbanks	gold	districts.	Several	yearslater,	small	gold	placer	deposits	were	located	in	the	southern	Cosmos	Hills	south	of	the	Arctic	deposit	and	worked	intermittently	over	ensuing	decadesfor	gold	and	nephrite.	During	this	time	copper	mineralization	was	observed	at	Ruby	Creek	in	the	northern	Cosmos	Hills;	however,	no	exploration	wasundertaken	until	1947	when	local	prospector	Rhinehart	“Rhiny”	Berg	located	outcropping	copper	mineralization	along	Ruby	Creek.	Berg	subsequentlystaked	claims	over	the	Ruby	Creek	showings	and	constructed	an	airstrip	for	access	(alaskamininghalloffame.org	2012).Bear	Creek	Mining	Company	(“BCMC”),	an	exploration	subsidiary	of	Kennecott,	optioned	the	property	from	Berg	in	1957.	The	prospect	became	knownas	Bornite	and	Kennecott	conducted	extensive	exploration	over	the	next	decade,	culminating	in	the	discovery	of	the	high-grade	No.	1	zone	and	thesinking	of	an	exploration	shaft	to	conduct	underground	drilling.In	conjunction	with	the	discovery	of	the	Bornite	deposit,	BCMC	greatly	expanded	their	regional	reconnaissance	exploration	in	the	Cosmos	Hills	and	thesouthern	Brooks	Range.	Stream	silt	sampling	in	1965	revealed	a	significant	copper	anomaly	in	Subarctic	Creek	roughly	27	km	northeast	of	Bornite.	Thearea	was	subsequently	staked	and,	in	1967,	eight	core	holes	were	drilled	at	the	Arctic	deposit	yielding	massive	sulphide	intercepts	over	an	almost	500-m	strike	length.BCMC	conducted	intensive	exploration	on	the	property	until	1977	and	then	intermittently	through	1998.	No	drilling	or	additional	exploration	wasconducted	on	the	Arctic	Project	between	1999	and	2003.In	addition	to	drilling	and	exploration	at	the	Arctic	deposit,	BCMC	also	conducted	exploration	at	numerous	other	prospects	in	the	Ambler	MiningDistrict	(most	notably	Dead	Creek,	Sunshine,	Cliff,	and	Horse).	The	abundance	of	VMS	prospects	in	the	district	resulted	in	a	series	of	competingcompanies	in	the	area,	including	Sunshine	Mining	Company,	Anaconda	Company,	Noranda	Exploration	Company,	GCO	Minerals	Company,	ComincoAmerican	Resource	Inc.	(Cominco),	Teck	Cominco,	Resource	Associates	of	Alaska,	Watts,	Griffis	and	McOuat	Ltd.,	and	Houston	Oil	and	MineralsCompany,	culminating	into	a	claim	staking	war	in	the	district	in	1973.	Falconbridge	and	Union	Carbide	also	conducted	work	later	in	the	district.District	exploration	by	Sunshine	Mining	Company	and	Anaconda	resulted	in	two	additional	significant	discoveries	in	the	district;	the	Sun	deposit	located60	km	east	of	the	Arctic	deposit,	and	the	Smucker	deposit	located	36	km	west	of	the	Arctic	deposit.	These	two	deposits	are	outside	the	current	ArcticProject	area.District	exploration	continued	until	the	early	1980s	on	the	four	larger	deposits	in	the	district	(Arctic,	Bornite,	Smucker	and	Sun)	when	the	district	fellinto	a	hiatus	due	to	depressed	metal	prices.In	1987,	Cominco	acquired	the	claims	covering	the	Sun	and	Smucker	deposits	from	Anaconda.	Teck	Resources	Limited,	as	Cominco’s	successorcompany,	continues	to	hold	the	Smucker	deposit.	In	2007,	Andover	Mining	Corporation	purchased	a	100%	interest	in	the	Sun	deposit	for	US$13	millionand	explored	the	property	through	2013.	The	Sun	deposit	and	adjacent	lands	were	acquired	by	Valhalla	Metals	Inc.,	a	private	company,	which	stakedover	the	Sun	deposit	in	2017	after	the	creditors	for	the	bankrupt	Andover	Mining	Corporation	failed	to	pay	the	annual	rent	of	the	state	claims	andsubmit	the	Annual	Labour	Statement.In	1981	and	1983,	Kennecott	received	three	US	Mineral	Survey	patents	(MS2245	totaling	240	acres	over	the	Arctic	deposit	–	later	amended	to	includeanother	32	acres;	and	MS2233	and	MS2234	for	25	claims	totaling	516.5	acres	at	Bornite).	The	Bornite	patented	claims	and	surface	development	weresubsequently	sold	to	NANA	Regional	Corporation,	Inc.	in	1986.No	production	has	occurred	at	the	Arctic	deposit	or	at	any	of	the	other	deposits	within	the	Ambler	Mining	District.Table	of	Contents34Prior	Ownership	and	Ownership	Changes	–	Arctic	Deposit	and	the	Ambler	LandsBCMC	initially	staked	federal	mining	claims	covering	the	Arctic	deposit	area	beginning	in	1966.	The	success	of	the	1960’s	drill	programs	defined	asignificant	high-grade	polymetallic	resource	at	the	Arctic	deposit	and,	in	the	early	1970s,	Kennecott	began	the	patent	process	to	obtain	complete	legaltitle	to	the	Arctic	deposit.	In	1981,	Kennecott	received	US	Mineral	Survey	patent	M2245	covering	16	mining	claims	totaling	240.018	acres.	In	1983,	USMineral	Survey	patent	M2245	was	amended	to	include	two	additional	claims	totaling	31.91	acres.With	the	passage	of	the	Alaska	National	Interest	Lands	Conservation	Act	in	1980,	which	expedited	native	land	claims	outlined	in	the	ANSCA	and	Statelands	claims	under	the	Alaska	Statehood	Act,	both	the	State	of	Alaska	and	NANA	selected	significant	areas	of	land	within	the	Ambler	Mining	District.State	selections	covered	much	of	the	Ambler	schist	belt,	host	to	the	volcanogenic	massive	sulphide	deposits	including	the	Arctic	deposit,	while	NANAselected	significant	portions	of	the	Ambler	Lowlands	to	the	immediate	south	of	the	Arctic	deposit	as	well	as	much	of	the	Cosmos	Hills	including	thearea	immediately	around	Bornite.In	1995,	Kennecott	renewed	exploration	in	the	Ambler	schist	belt	containing	the	Arctic	deposit	patented	claims	by	staking	an	additional	48	state	claimsat	Nora	and	15	state	claims	at	Sunshine	Creek.	In	the	fall	of	1997,	Kennecott	staked	2,035	state	claims	in	the	belt	consolidating	their	entire	landposition	and	acquiring	the	majority	of	the	remaining	prospective	terrain	in	the	VMS	belt.	Five	more	claims	were	subsequently	added	in	1998.	After	ashort	period	of	exploration	which	focused	on	geophysics	and	geochemistry	combined	with	limited	drilling,	exploration	work	on	the	Arctic	Project	againentered	a	hiatus.On	March	22,	2004,	Alaska	Gold	Company,	a	wholly-owned	subsidiary	of	NovaGold	completed	an	Exploration	and	Option	Agreement	with	Kennecott	toearn	an	interest	in	the	Ambler	land	holdings.Previous	Exploration	and	Development	Results	–	Arctic	DepositKennecott’s	ownership	of	the	Arctic	Project	saw	two	periods	of	intensive	work	from	1965	to	1985	and	from	1993	to	1998,	before	optioning	theproperty	to	NovaGold	in	2004.Though	reports,	memos,	and	files	exist	in	Kennecott’s	Salt	Lake	City	office,	only	limited	digital	compilation	of	the	data	exists	for	the	earliest	generationof	exploration	at	the	Arctic	deposit	and	within	the	VMS	belt.	Beginning	in	1993,	Kennecott	initiated	a	re-evaluation	of	the	Arctic	deposit	and	assembleda	computer	database	of	previous	work	at	the	Arctic	deposit	and	in	the	district.	A	computer-generated	block	model	was	constructed	in	1995	and	anupdated	resource	estimate	was	performed	using	the	block	model.	Subsequently,	Kennecott	staked	a	total	of	2,035	State	of	Alaska	claims	in	1997	and,in	1998	undertook	the	first	field	program	since	1985.Due	to	the	number	of	companies	and	the	patchwork	exploration	that	occurred	as	a	result	of	the	1973	staking	war,	much	of	the	earliest	explorationwork	on	what	now	constitutes	the	Ambler	Schist	belt	was	lost	during	the	post-1980	hiatus	in	district	exploration.	The	following	subsections	outline	thebest	documented	data	at	the	Arctic	deposit	as	summarized	in	the	1998	Kennecott	exploration	report,	including	the	assembled	computer	database;however,	this	outline	is	not	considered	to	be	either	exhaustive	or	in-depth.In	1982,	geologists	with	Kennecott,	Anaconda	and	the	State	of	Alaska	published	the	definitive	geologic	map	of	the	Ambler	schist	belt	(Hitzman	et	al.1982).Table	6-1	of	the	2020	Arctic	Report	lists	known	exploration	mapping,	geochemical,	and	geophysical	programs	conducted	for	VMS	targets	in	the	AmblerMining	District.Table	of	Contents35Geological	Setting,	Mineralization	and	Deposit	TypesRegional	Geology	–	Southern	Brooks	RangeThe	Ambler	Mining	District	occurs	along	the	southern	margin	of	the	Brooks	Range	within	an	east-west	trending	zone	of	Devonian	to	Jurassic	agesubmarine	volcanic	and	sedimentary	rocks	(Hitzman	et	al.,	1986).	The	district	covers	both:	1)	VMS-like	deposits	and	prospects	hosted	in	the	Devonianage	Ambler	Sequence	(or	Ambler	Schist	belt),	a	group	of	metamorphosed	bimodal	volcanic	rocks	with	interbedded	tuffaceous,	graphitic	and	calcareousvolcaniclastic	metasediments;	and	2)	epigenetic	carbonate-hosted	copper	deposits	occurring	in	Silurian	to	Devonian	age	carbonate	and	phyllitic	rocksof	the	Bornite	Carbonate	Sequence.	The	Ambler	Sequence	occurs	in	the	upper	part	of	the	Anirak	Schist,	the	thickest	member	of	the	Schist	belt	orColdfoot	subterrane	(Moore	et	al.,	1994).	VMS-like	stratabound	mineralization	can	be	found	along	the	entire	110	km	strike	length	of	the	district.Immediately	south	of	the	Schist	belt,	in	the	Cosmos	Hills,	a	time	equivalent	section	of	the	Anirak	Schist	that	includes	the	approximately	1	km	thickBornite	Carbonate	Sequence.	Mineralization	of	both	the	VMS-like	deposits	of	the	Schist	belt	and	the	carbonate-hosted	deposits	of	the	Cosmos	Hills	hasbeen	dated	at	375	to	387	Ma	(Selby	et	al.,	2009;	McClelland	et	al.,	2006).In	addition,	the	Ambler	Mining	District	is	characterized	by	increasing	metamorphic	grade	north	perpendicular	to	the	strike	of	the	east-west	trendingunits.	The	district	shows	isoclinal	folding	in	the	northern	portion	and	thrust	faulting	to	south	(Schmidt,	1983).	The	Devonian	to	Late	Jurassic	ageAngayucham	basalt	and	the	Triassic	to	Jurassic	age	mafic	volcanic	rocks	are	in	low-angle	over	thrust	contact	with	various	units	of	the	Ambler	Schist	beltand	Bornite	Carbonate	Sequence	along	the	northern	edge	of	the	Ambler	Lowlands.Ambler	Sequence	GeologyRocks	that	form	the	Ambler	Sequence	consist	of	a	lithologically	diverse	sequence	of	lower	Devonian	age	carbonate	and	siliciclastic	strata	withinterlayered	mafic	lava	flows	and	sills.	The	clastic	strata,	derived	from	terrigenous	continental	and	volcanic	sources,	were	deposited	primarily	by	mass-gravity	flow	into	the	sub-wavebase	environment	of	an	extending	marginal	basin.The	Ambler	Sequence	underwent	two	periods	of	intense,	penetrative	deformation.	Sustained	upper	greenschist-facies	metamorphism	with	coincidentformation	of	a	penetrative	schistosity	and	isoclinal	transposition	of	bedding	marks	the	first	deformation	period.	Pervasive	similar-style	folds	on	allscales	deform	the	transposed	bedding	and	schistosity,	defining	the	subsequent	event.	At	least	two	later	non-penetrative	compressional	events	deformthese	earlier	fabrics.	Observations	of	the	structural	and	metamorphic	history	of	the	Ambler	Mining	District	are	consistent	with	current	tectonicevolution	models	for	the	Schist	belt,	based	on	the	work	of	others	elsewhere	in	the	southern	Brooks	Range	(Gottschalk	and	Oldow,	1988;	Till	et	al.,1988;	Vogl	et	al.,	2002).Arctic	Deposit	GeologyPrevious	workers	at	the	Arctic	deposit	(Russell	1995	and	Schmidt	1983)	describe	three	mineralized	horizons:	the	Main	Sulphide	Horizon,	the	UpperSouth	Horizon	and	the	Warm	Springs	Horizon.	The	Main	Sulphide	Horizon	was	further	subdivided	into	three	zones:	the	southeast	zone,	the	centralzone	and	the	northwest	zone.	Previous	deposit	modelling	was	grade-based	resulting	in	numerous	individual	mineralized	zones	representing	relativelythin	sulphide	horizons.Recent	work	by	Trilogy	defines	the	Arctic	deposit	as	two	or	more	discrete	horizons	of	sulphide	mineralization	contained	in	a	complexly	deformedisoclinal	fold	with	an	upright	upper	limb	and	an	overturned	lower	limb	hosting	the	main	mineralization.	Nearby	drilling	suggests	that	a	third	uprightlower	limb,	likely	occurs	beneath	the	currently	explored	stratigraphy.MineralizationMineralization	occurs	as	stratiform	semi-massive	sulphide	(“SMS”)	to	massive	sulphide	(“MS”)	beds	within	primarily	graphitic	schists	and	fine-grainedquartz	mica	schists.	The	sulphide	beds	average	4	m	in	thickness	but	vary	from	less	thanTable	of	Contents361	m	up	to	as	much	as	18	m	in	thickness.	The	sulphide	mineralization	occurs	within	eight	modelled	zones	lying	along	the	upper	and	lower	limbs	of	theArctic	isoclinal	anticline.	The	zones	are	all	within	an	area	of	roughly	1	km2	with	mineralization	extending	to	a	depth	of	approximately	250	m	below	thesurface.	There	are	five	zones	of	MS	and	SMS	that	occur	at	specific	pseudo-stratigraphic	levels	which	make	up	the	bulk	of	the	Mineral	Resourceestimate.	The	other	three	zones	also	occur	at	specific	pseudo-stratigraphic	levels,	but	are	too	discontinuous.Unlike	more	typical	VMS	deposits,	mineralization	is	not	characterized	by	steep	metal	zonation	or	massive	pyritic	zones.	Mineralization	dominantlyconsists	of	sheet-like	zones	of	base	metal	sulphides	with	variable	pyrite	and	only	minor	zonation,	usually	on	a	small	scale.Mineralization	is	predominately	coarse-grained	sulphides	comprising	chalcopyrite,	sphalerite,	galena,	tetrahedrite-tennantite,	pyrite,	arsenopyrite,	andpyrrhotite.	Sulphides	occur	as	disseminated	(<30%),	semi-massive	(30	to	50%	sulphide)	to	massive	(greater	than	50%	sulphide)	layers.	Trace	amountsof	electrum	are	also	present.	Gangue	minerals	associated	with	the	mineralized	horizons	include	quartz,	barite,	white	mica,	chlorite,	stilpnomelane,	talc,calcite,	dolomite	and	cymrite.Deposit	TypesThe	mineralization	at	the	Arctic	deposit	and	at	several	other	known	occurrences	within	the	Ambler	Sequence	stratigraphy	of	the	Ambler	Mining	Districtconsists	of	Devonian	age,	polymetallic	(zinc-copper-lead-silver-gold)	VMS-like	occurrences.VMS	deposits	are	formed	by	and	associated	with	sub-marine	volcanic-related	hydrothermal	events.	These	events	are	related	to	spreading	centres	suchas	fore	arc,	back	arc	or	mid-ocean	ridges.	VMS	deposits	are	often	stratiform	accumulations	of	sulphide	minerals	that	precipitate	from	hydrothermalfluids	on	or	below	the	seafloor.	These	deposits	are	found	in	association	with	volcanic,	volcaniclastic	and/or	siliciclastic	rocks.	They	are	classified	by	theirdepositional	environment	and	associated	proportions	of	mafic	and/or	felsic	igneous	rocks	to	sedimentary	rocks.	There	are	five	general	classifications(Franklin	et	al.,	2005)	based	on	rock	type	and	depositional	environment:●Mafic	rock	dominated	often	with	ophiolite	sequences,	often	called	Cyprus	type.●Bimodal-mafic	type	with	up	to	25%	felsic	volcanic	rocks.●Mafic-siliciclastic	type	with	approximately	equal	parts	mafic	and	siliciclastic	rocks,	which	can	have	minor	felsic	rocks	and	are	often	calledBesshi	type.●Felsic-siliciclastic	type	with	abundant	felsic	rocks,	less	than	10%	mafic	rocks	and	shale	rich.●Bimodal-felsic	type	where	felsic	rocks	are	more	abundant	than	mafic	rocks	with	minor	sedimentary	rocks	also	referred	to	as	Kuroko	type.Prior	to	any	subsequent	deformation	and/or	metamorphism,	these	deposits	are	often	bowl	or	mound-shaped	with	stockworks	and	stringers	ofsulphide	minerals	found	near	vent	zones.	These	types	of	deposit	exhibit	an	idealized	zoning	pattern	as	follows:●Pyrite	and	chalcopyrite	near	vents.●A	halo	around	the	vents	consisting	of	chalcopyrite,	sphalerite	and	pyrite.●A	more	distal	zone	of	sphalerite	and	galena	and	metals	such	as	manganese.●Increasing	manganese	with	oxides	such	as	hematite	and	chert	more	distal	to	the	vent.Table	of	Contents37Alteration	halos	associated	with	VMS	deposits	often	contain	sericite,	ankerite,	chlorite,	hematite	and	magnetite	close	to	the	VMS	with	weak	sericite,carbonate,	zeolite,	prehnite	and	chert	more	distal.	These	alteration	assemblages	and	relationships	are	dependent	on	the	degree	of	post	depositiondeformation	and	metamorphism.	A	modern	analogue	of	this	type	of	deposit	is	found	around	fumaroles	or	black	smokers	in	association	with	rift	zones.In	the	Ambler	Mining	District,	VMS-like	mineralization	occurs	in	the	Ambler	Sequence	schists	over	a	strike	length	of	approximately	110	km.	Thesedeposits	are	hosted	in	volcaniclastic,	siliciclastic	and	calcareous	metasedimentary	rocks	interlayered	with	mafic	and	felsic	metavolcanic	rocks.	Sulphidemineralization	occurs	above	the	mafic	metavolcanic	rocks	but	below	the	Button	schist,	a	distinctive	district	wide	felsic	unit	characterized	by	large	K-feldspar	porphyroblasts	after	relic	phenocrysts.	The	presence	of	the	mafic	and	felsic	metavolcanic	units	is	used	as	evidence	to	suggest	formation	in	arift-related	environment,	possibly	proximal	to	a	continental	margin.	Based	on	these	characteristics,	the	Arctic	deposit	is	similar	to	Kuroko-type	VMSdeposits.Historic	interpretation	of	the	genesis	of	the	Ambler	Schist	belt	deposits	has	called	for	a	syngenetic	VMS	origin	with	steep	thermal	gradients	in	andaround	seafloor	hydrothermal	vents	resulting	in	metal	deposition	due	to	the	rapid	cooling	of	chloride-complexed	base	metals.	A	variety	of	VMS	typeshave	been	well	documented	in	the	literature	(Franklin	et	al.,	2005)	with	the	Ambler	Schist	belt	deposits	most	similar	to	deposits	associated	withbimodal	felsic	dominant	volcanism	related	to	incipient	rifting.The	majority	of	field	observations	broadly	support	such	a	scenario	at	the	Arctic	deposit	and	include:	1)	the	tectonic	setting	with	Devonian	volcanism	inan	evolving	continental	rift;	2)	the	geologic	setting	with	bimodal	volcanic	rocks	including	pillow	basalts	and	felsic	volcanic	tuffs;	3)	an	alterationassemblage	with	well-defined	magnesium-rich	footwall	alteration	and	sodium-rich	hanging	wall	alteration;	and	4)	typical	polymetallic	base-metalmineralization	with	massive	and	semi-massive	sulphides.A	preserved	sulphide-smoker	occurrence	has	been	tentatively	identified	near	Dead	Creek,	northwest	of	the	Arctic	deposit	and	suggests	localhydrothermal	venting	during	deposition.	However,	the	lack	of	stockworks	and	stringer-type	mineralization	at	the	Arctic	deposit	suggest	that	thedeposit	may	not	be	a	proximal	vent-type	VMS.	Although	the	deposit	is	stratiform	in	nature,	it	exhibits	characteristics	and	textures	common	toreplacement-style	mineralization.	At	least	some	of	the	mineralization	may	have	formed	as	a	diagenetic	replacement.A	VMS	model	is	considered	applicable	for	use	in	exploration	targeting	in	the	Arctic	Project	area.ExplorationTable	1	summarizes	the	exploration	work	conducted	by	NovaGold	and	Trilogy	from	2004	to	the	present.	Field	exploration	was	largely	conducted	duringthe	period	between	2004	to	2007	with	associated	engineering	and	characterization	studies	between	2008	and	the	present.Table	of	Contents38Table	1	-	Summary	of	Overall	Metal	Recovery	–	Arctic	ProjectWork	Completed				Year				Details				Focus	Geological	Mapping									-	2004	-	Arctic	deposit	surface	geology-	2005	-	Ambler	Sequence	west	of	the	Arctic	deposit-	2006	-	COU,	Dead	Creek,	Sunshine,	Red-	2015,	2016	SRK	Geotechnical	Structural	Mapping-	2016	-	Arctic	deposit	surface	geologyGeophysical	Surveys									SWIR	Spectrometry	2004	2004	drill	holes	Alteration	characterizationTDEM	2005	2	loops	Follow-up	of	Kennecott	DIGHEM	EM	survey	2006	13	loops	District	targets	2007	6	loops	Arctic	extensionsDownhole	EM	2007	4	drill	holes	Arctic	depositVTEM	Plus	(Versatile	Time	Domain	Electromagnetic)	airborne	helicopter	geophysical	2019	400m	linespacing	with200m	infillwith	tie	lines4000m	spacing	Ambler	Mining	District	and	Cosmos	Hillswith	infill	over	Arctic,	Sunshine	and	Horse-CliffZTEM	(Z-Axis	Tipper	Electromagnetic)	airborne	helicopter	geophysical	2019	400m	linespacing	withtie	lines	4000mspacing	Ambler	Mining	District	and	Cosmos	Hillswith	infill	over	Arctic,	Sunshine	and	Horse-CliffGeochemistry									-	2005	-	Stream	silts	–	core	area	prospects-	2006	-	Soils	–	core	area	prospects-		-	Stream	silts	–	core	area	prospects-	2007	-	Soils	–	Arctic	deposit	areaSurvey									Collar	2004	to2011,2018,	2019	DGPS	All	2004	to	2019	NovaCopper	drill	holes	2004,	2008	Resurveys	Historical	Kennecott	drill	holesPhotography/Topography	2010	-	Photography/topographyLiDAR	Survey	2015,	2016	-	LiDAR	over	Arctic	DepositTechnical	Studies									Geotechnical	2010	BGC	Preliminary	geotechnical	and	hazardsML/ARD	2011	SRK	Preliminary	ML	and	ARDMetallurgy	2012	SGS	Preliminary	mineralogy	and	metallurgyGeotechnical	and	Hydrology	2012	BGC	Preliminary	rock	mechanics	and	hydrologyTable	of	Contents39Note:	SWIR	=	short	wave	infrared;	LiDAR	=	light	detection	and	ranging;	ML	=	metal	leaching;	BGC	=	BGC	Engineering	Inc.;	SGS	=	SGS	Canada;	ALS	=	ALSMetallurgyDrillingDrilling	at	the	Arctic	deposit	and	within	the	Ambler	Mining	District	has	been	ongoing	since	its	initial	discovery	in	1967.	Approximately	60,857	m	ofdrilling	was	completed	within	the	Ambler	Mining	District,	including	42,571	m	of	drilling	in	207	drill	holes	at	the	Arctic	deposit	or	on	potential	extensionsin	29	campaigns	spanning	52	years.	Drill	programs	were	completed	by	Kennecott	and	its	subsidiaries,	Anaconda,	and	Trilogy	and	its	predecessorcompanies.Core	recoveries	are	acceptable.	Geological	and	geotechnical	logging	is	in	line	with	industry	generally-accepted	practices.	Drill	collar	and	downholesurvey	data	were	collected	using	industry-recognized	instrumentation	and	methods	at	the	time	the	data	were	collected.Between	2004	and	2005,	NovaGold	conducted	a	systematic	drill	core	re-logging	and	re-sampling	campaign	of	Kennecott	and	BCMC	era	drill	holes.NovaGold	either	took	1	m	to	2	m	samples	every	10	m,	or	sampled	entire	lengths	of	previously	un-sampled	core	within	a	minimum	of	1	m	and	amaximum	of	3	m	intervals.	During	the	Trilogy	campaigns,	sample	intervals	were	determined	by	the	geological	relationships	observed	in	the	core	andlimited	to	a	2.5	m	to	3	m	maximum	length	and	0.3	m	minimum	length.	An	attempt	was	made	to	terminate	sample	intervals	at	lithological	andmineralization	boundaries.	Sampling	was	generally	continuous	from	the	top	to	the	bottom	of	the	drill	hole.	When	the	hole	was	in	un-mineralized	rock,the	sample	length	was	generally	3	m,	whereas	in	mineralized	units,	the	sample	length	was	shortened	to	1	m	to	2	m	with	a	maximum	of	2.5	m.Gold	assays	were	conducted	using	fire	assay	fusion	followed	by	an	atomic	absorption	spectroscopy	finish.	An	additional	49-element	suite	was	assayedby	inductively	coupled	plasma-mass	spectroscopy	(ICP-MS)	methodology,	following	a	four	acid	(hydrochloric,	nitric,	hydrofluoric,	and	perchloric)digestion.	The	copper,	zinc,	lead,	and	silver	analyses	were	completed	by	AA,	following	a	triple	acid	digest,	in	2004	and	2005,	and	by	inductively	coupledplasma-atomic	emission	spectroscopy	following	a	triple	acid	digestion	from	2006	to	2019,	when	overlimits	occurred	with	the	ICP-MS	methodology.Standard	reference	materials,	blanks,	duplicates,	and	check	samples	have	been	regularly	submitted	at	a	combined	level	of	20%	of	sampling	submissionsfor	all	NovaGold/NovaCopper/Trilogy	era	campaigns.	BD	Resource	Consulting,	Inc.	reviewed	the	QA/QC	dataset	and	reports	and	found	the	sampleinsertion	rate	and	the	timeliness	of	results	received	and	reviewed	meets	or	exceeds	industry	best	practices.SG	measurements	were	conducted	on	4,708	samples	in	the	database	and	range	from	a	minimum	of	1.49	to	a	maximum	of	5.35	and	average	3.04.	Thedistribution	of	SG	data	is	considered	sufficient	to	support	estimation	in	the	resource	model.Current	Mineral	Resource	estimates	and	geologic	models	use	topography	completed	in	2010	by	PhotoSat	Inc.	The	resolution	of	the	satellite	imageryused	was	at	0.5	m,	and	a	1	m	contour	map	and	digital	elevation	model	were	generated.	An	aerial	LiDAR	survey	was	completed	to	support	feasibilitylevel	resource	estimation,	engineering	design,	environmental	studies,	and	infrastructure	layout	evaluations.	Agreement	between	surveyed	drill	holecollar	elevations	and	a	LiDAR	topographic	surface	verifies	the	correctness	of	the	digital	topography	for	use	in	estimation.It	was	concluded	that	the	drill	database	and	topographic	surface	for	the	Arctic	deposit	is	reliable	and	sufficient	to	support	the	current	estimate	ofmineral	resources.Table	of	Contents40Sampling,	Analysis	and	Data	VerificationSampling	and	AnalysisThe	data	for	the	Arctic	deposit	were	generated	over	three	primary	drilling	campaigns:	1966	to	1986	when	BCMC,	a	subsidiary	of	Kennecott	was	theprimary	operator,	1998	when	Kennecott	resumed	work	after	a	long	hiatus,	and	2004	to	present	under	NovaGold,	NovaCopper,	and	Trilogy.Between	2004	and	2005,	NovaGold	conducted	a	systematic	drill	core	re-logging	and	re-sampling	campaign	of	Kennecott	and	BCMC	era	drill	holes	AR-09to	AR-74.	NovaGold	either	took	1	to	2	m	samples	every	10	m,	or	sampled	entire	lengths	of	previously	unsampled	core	within	a	minimum	of	1	m	and	amaximum	or	3	m	intervals.	The	objective	of	the	sampling	was	to	generate	a	full	ICP	geochemistry	dataset	for	the	Arctic	deposit	and	ensure	continuoussampling	throughout	the	deposit.During	NovaGold,	NovaCopper,	and	Trilogy	eras,	samples	were	selected	based	on	lithologic	contacts,	significant	mineralization	and	alteration.	Drill	corewas	sampled	at	no	less	than	30	cm	and	no	more	than	2.5	m	when	in	un-mineralized	material,	and	2	m	maximum	intervals	when	in	mineralizedmaterial.	All	samples	processed	at	the	logging	facility	at	the	Bornite	Camp	were	sawn	in	half	with	one	half	being	sent	to	ALS	Minerals	in	Vancouver,	BCfor	analysis	and	the	other	half	stored	on	site	at	the	Bornite	Camp.	Shipment	of	core	samples	from	the	site	occurred	on	a	drill	hole	by	drill	hole	basis.Rice	bags,	containing	two	to	four	poly-bagged	core	samples	each,	were	marked	and	labelled	with	the	ALS	Minerals	address,	project	and	hole	number,bag	number,	and	sample	numbers	enclosed.	Rice	bags	were	secured	with	a	pre-numbered	plastic	security	tie	and	a	twist	wire	tie	and	then	assembledinto	standard	fish	totes	for	transport	by	chartered	flights	on	a	commercial	airline	to	Fairbanks,	where	they	were	met	by	a	contracted	expeditor	fordelivery	directly	to	the	ALS	Minerals	preparation	facility	in	Fairbanks.	In	addition	to	the	core,	control	samples	are	inserted	into	the	shipments	at	theapproximate	rate	of	one	standard,	one	blank	and	one	duplicate	per	17	core	samples.Samples	were	logged	into	a	tracking	system	on	arrival	at	ALS	Minerals,	and	weighed.	Samples	were	then	crushed,	dried,	and	a	250	g	split	pulverized	togreater	than	85%	passing	75	μm.Gold	assays	were	determined	using	fire	assay	fusion	followed	by	an	atomic	absorption	spectroscopy	finish.	The	lower	detection	limit	was	0.005	ppmgold;	the	upper	limit	was	1,000	ppm	gold.	An	additional	49-element	suite	was	assayed	by	ICP-MS,	following	a	4-acid	digestion.	The	copper,	zinc,	lead,and	silver	analyses	were	completed	by	AA,	following	a	triple	acid	digest,	when	over	limit	results	occurred	using	the	ICP-MS	assay	method.Data	VerificationDrill	hole	collars,	topography,	core	logging,	and	database	verification	were	completed	by	third	party	independent	contractors.	Quality	assurance	andquality	control	measures	have	been	in	place	on	an	annual	basis	since	2011	with	full	data	audits	of	the	NovaGold	era	assay	database	including	retainingindependent	consultant	Caroline	Vallat,	P.Geo.	of	GeoSpark	Consulting	Inc.	(“GeoSpark”)	to:	1)	re-load	100%	of	the	historical	assay	certificates,	2)conduct	a	QA/QC	review	of	paired	historical	assays	and	NovaGold	era	re-assays;	3)	monitor	an	independent	check	assay	program	for	the	2004	to	2008and	2011-2019	drill	campaigns;	and	4)	generate	QA/QC	reports	for	the	NovaGold	era	2004	to	2008	and	NovaCopper/Trilogy	era	2011,	2015,	2016,	2017and	2019	drill	campaigns.BDRC	reviewed	the	QA/QC	dataset	and	reports	and	found	the	sample	insertion	rate	and	the	timeliness	of	results	analysis	met	or	exceeded	industrybest	practices.	The	QA/QC	results	indicate	that	the	assay	results	collected	by	Trilogy,	and	previously	by	NovaGold	and	NovaCopper,	are	reliable	andsuitable	for	use	in	the	Arctic	FS.Mineral	Processing	and	Metallurgical	TestingSince	1970,	metallurgical	testwork	has	been	conducted	to	evaluate	the	ability	of	the	Arctic	deposit	to	produce	copper,	lead	and	zinc	concentrates.	In-general,	the	samples	tested	produced	similar	metallurgical	performances	and	the	Arctic	Project	has	seen	the	development	of	a	robust	metal	recoveryprocess	to	support	the	current	operational	plans.	WorkTable	of	Contents41conducted	included	mineralogy	and	flotation	testing,	locked	cycle	tests,	comminution	tests,	copper/lead	separation	testwork,	talc	optimizationtestwork,	and	thickening	and	filtration	testing.Testwork	can	be	broken	into	three	key	time	periods:1.Historical	testwork	completed	prior	to	2012,	primarily	by	Kennecott	Research	Center	in	Utah,	and	Lakefield	Research	Ltd.,	Lakefield,	Ontario;2.Preliminary	Trilogy	test	work	conducted	at	SGS	Mineral	Services,	Vancouver	(“SGS	Vancouver”),	in	2012	to	2015;	and3.Detailed	Trilogy	test	work	conducted	at	ALS	Metallurgy	in	Kamloops,	BC	(“ALS	Metallurgy”)	in	2015	to	2019.In	2012,	SGS	Vancouver	conducted	a	metallurgical	test	program	to	further	study	metallurgical	responses	of	the	samples	produced	from	Zones	1,	2,	3,and	5	of	the	Arctic	deposit.	The	flotation	test	procedures	used	talc	pre-flotation,	conventional	copper-lead	bulk	flotation	and	zinc	flotation,	followed	bycopper	and	lead	separation.	In	general,	the	2012-2015	test	results	indicated	that	the	samples	responded	well	to	the	flowsheet	tested.	The	averageresults	of	the	locked	cycle	tests	(without	copper	and	lead	separation)	were	as	follows:●The	copper	recoveries	to	the	bulk	copper-lead	concentrates	ranged	from	89	to	93%	excluding	the	Zone	1	&	2	composite	which	produced	acopper	recovery	of	approximately	84%;	the	copper	grades	of	the	bulk	concentrates	were	24	to	28%.●Approximately	92	to	94%	of	the	lead	was	recovered	to	the	bulk	copper-lead	concentrates	containing	9	to	13%	lead.●The	zinc	recovery	was	84.2%	from	Composite	Zone	1	&	2,	93.0%	from	Composite	Zone	3	and	90.5%	from	Composite	Zone	5.	On	average,	thezinc	grades	of	the	concentrates	produced	were	higher	than	55%,	excluding	the	concentrate	generated	from	Composite	Zone	1	&	2,	whichcontained	only	44.5%	zinc.●Gold	and	silver	were	predominantly	recovered	into	the	bulk	copper-lead	concentrates.	Gold	recoveries	to	this	concentrate	ranged	from	65	to80%,	and	silver	recoveries	ranged	from	80	to	86%.Using	an	open	circuit	procedure,	the	copper	and	lead	separation	tests	on	the	bulk	copper–lead	concentrate	produced	from	the	locked	cycle	testsgenerated	reasonable	copper	and	lead	separation.	The	copper	concentrates	produced	contained	approximately	28	to	31%	copper,	while	the	grades	ofthe	lead	concentrates	were	in	the	range	of	41%	to	67%	lead.	In	this	testwork	program,	it	appeared	that	most	of	the	gold	reported	to	the	copperconcentrate	and	on	average	the	silver	was	equally	recovered	into	the	copper	and	lead	concentrates.	Subsequent	testwork	to	better	define	the	copperand	lead	separation	process	was	conducted	in	2017,	including	a	more	detailed	evaluation	of	the	precious	metal	deportment	in	the	copper	and	leadseparation	process.Grindability	testing	was	completed	during	both	the	SGS	Vancouver	and	ALS	Metallurgy	testwork	programs	to	support	the	design	and	economics	ofefficient	grinding	of	the	Arctic	materials.	SAG	mill	test	results	included	a	single	JKTech	drop-weight	test	and	19	SAG	media	competency	tests	usingvariability	samples.	Test	results	show	the	material	is	amenable	to	SAG	milling	and	is	relatively	soft,	with	a	reported	breakage	(axb)	average	value	of189.7.	Bond	ball	mill	work	index	(BWi)	tests	were	completed	on	44	samples	and	values	ranged	from	5.4	to	13.1	kWhr/t	with	an	average	BWi	of	8.82kWhr/t.	Abrasion	index	(Ai)	tests	were	completed	on	five	samples	and	values	fluctuated	from	0.017	to	0.072	g	for	the	measured	samples.	The	dataindicate	that	the	samples	are	neither	resistant	nor	abrasive	to	ball	mill	grinding.	The	materials	are	considered	to	be	soft	or	very	soft	in	terms	of	grindingrequirements.	The	grinding	testwork	was	used	to	support	detailed	grinding	circuit	design.In	2017,	ALS	Metallurgy	conducted	detailed	copper	and	lead	separation	flotation	testwork	using	a	bulk	sample	of	copper–lead	concentrate	producedfrom	the	operation	of	a	pilot	plant.	This	testwork	confirmed	high	lead	recoveries	in	lockedTable	of	Contents42cycle	testing	of	the	copper–lead	separation	process	and	confirmed	precious	metal	recoveries	into	the	representative	copper	and	lead	concentrates.This	testwork	indicated	a	clear	tendency	of	the	gold	values	to	follow	the	lead	concentrate,	giving	it	a	significant	gold	grade	and	value.	Detailedmineralogical	analysis	showed	that	a	majority	of	gold	values	were	occurring	as	liberated	fine-grained	gold	particles.The	conclusions	of	testwork	conducted	both	in	2012	and	2017	indicate	that	the	Arctic	materials	are	well-suited	to	the	production	of	high-qualitycopper	and	zinc	concentrates	using	flotation	techniques	which	are	industry	standard.	Copper	and	zinc	recovery	data	were	reported	in	the	range	of	88to	92%,	which	reflected	the	high-grade	nature	of	the	deposit	as	well	as	the	coarse-grained	nature	of	these	minerals.	Grade	variations	within	the	depositwill	be	observed	as	indicated	by	the	grade	variations	observed	in	variability	samples,	however	mill	feed	variability	is	expected	to	be	limited	and	readilymanageable	with	good	plant	operational	practices.	Lead	concentrates	have	the	potential	to	be	of	good	quality	and	can	also	be	impacted	by	zones	ofvery	high	talc.	Considerable	care	will	be	required	to	ensure	maximum	talc	recovery	to	remove	talc,	which	has	the	potential	to	dilute	lead	concentrategrades.	The	lead	concentrate	is	also	shown	to	be	rich	in	precious	metals,	which	has	some	advantages	in	terms	of	marketability	of	this	material.An	overall	metallurgical	balance	for	the	Arctic	Project	is	summarized	in	Table	2.	The	projected	metallurgical	recoveries	are	based	on	an	expectedaverage	recovery	over	the	life-of-mine	(LOM),	and	results	of	metallurgical	testwork	conducted	in	2012	and	2017–2019.Table	2	-	Summary	of	Overall	Metal	Recovery	–	Arctic	Project				Concentrate	Grade				Metal	Recoveries	MassCuPbZnAuAgCuPbZnAuAg	Process	stream%	%	%	%		g/t	g/t%	%	%	%	%		Process	Feed		100.0		2.24		0.54		3.12		0.47		34.69		—		—		—		—		—Copper	Conc		6.65		30.3		0.66		1.6		0.76		138		89.9		8.1		3.4		10.9		26.4Lead	Conc		0.78		6.9		55.0		1.8		37.3		2,806		2.4		79.0		0.4		62.1		63.1Zinc	Conc		4.78		1.3		0.25		59.2		0.53		24.5		2.7		2.2		90.6		5.4		3.4Process	Tailings		87.8		0.13		0.07		0.20		0.12		2.81		4.95		10.7		5.56		21.6		7.11Ancillary	testwork	was	completed	by	third	party	consultants	on	representative	concentrate	samples,	to	provide	thickening	and	filtration	data	for	thevarious	concentrates.	Settling	and	filtration	rates	were	observed	to	be	typical	for	sulphide	concentrates	and	moisture	contents	in	final	filter	cakes	wereobserved	to	be	lower	than	expected.Metallurgical	testwork	was	completed	to	provide	representative	tailings	samples	for	use	in	detailed	solids	settling	and	compaction	testwork	to	providedata	for	tailings	design	studies.A	detailed	study	of	water	treatment	chemistry	was	undertaken	to	evaluate	and	confirm	the	option	of	destroying	cyanide	contained	in	solutions	fromthe	proposed	copper–lead	separation	process.	The	use	of	an	SO2/air	process	in	a	small-scale	pilot	plant	demonstrated	removal	of	99%	of	the	containedcyanide	and	supported	the	concept	of	maintaining	low	cyanide	concentrations	within	the	proposed	tailings	pond	solutions.Mineral	Resource	and	Mineral	Reserve	EstimatesMineral	Resource	EstimateMineral	resource	estimates	are	estimated	from	a	3D	block	model	based	on	geostatistical	applications	using	commercial	mine	planning	software(MineSight	v11.60-2).	The	block	model	has	a	nominal	block	size	measuring	10	x	10	x	5	m	and	uses	data	derived	from	152	drill	holes	in	the	vicinity	of	theArctic	deposit.	The	resource	estimate	was	generated	using	drill	hole	sample	assay	results	and	the	interpretation	of	a	geological	model	which	relates	tothe	spatial	distribution	of	copper,	lead,	zinc,	gold	and	silver.	Interpolation	characteristics	were	defined	based	on	the	geology,	drill	hole	spacing,	andgeostatistical	analysis	of	the	data.	The	effects	of	potentially	anomalous	high-grade	sample	data,	composited	to	two	meter	intervals,	are	controlled	bylimiting	the	distance	of	influence	during	block	grade	interpolation.	The	grade	modelsTable	of	Contents43have	been	validated	using	a	combination	of	visual	and	statistical	methods.	The	resources	were	classified	according	to	their	proximity	to	the	sampledata	locations	and	are	reported	using	the	2014	CIM	Definition	Standards.	Model	blocks	estimated	by	three	or	more	drill	holes	spaced	at	a	maximumdistance	of	100	m	are	included	in	the	Indicated	category.	Inferred	blocks	are	within	a	maximum	distance	of	150	m	from	a	drill	hole.The	estimate	of	Indicated	and	Inferred	Mineral	Resources	is	constrained	within	a	conceptual	pit	shell	derived	using	the	projected	technical	andeconomic	parameters	in	Table	3.Table	3	-	Parameters	Used	to	Generate	a	Resource-Limiting	Pit	ShellOptimization	ParametersOpen	Pit	Mining	CostUS$3/tMilling	+	General	and	Administrative	(G&A)	Costs	US$35/tPit	Slope	43	degreesCopper	Price	US$3.00/lbLead	Price	US$0.90/lbZinc	Price	US$1.00/lbGold	Price	US$1,300/ozSilver	Price	US$18/ozMetallurgical	Recovery:	Copper	92%Lead	77%Zinc	88%Gold	63%Silver	56%Note:	no	adjustments	for	mining	recovery	or	dilution.The	pit	shell	was	generated	about	copper	equivalent	(CuEq)	grades	that	incorporate	contributions	of	the	five	different	metals	present	in	the	deposit.The	formula	used	to	calculate	copper	equivalent	grades	is:CuEq%=	(Cu%	x	0.92)	+	(Zn%	x	0.290)	+	(Pb%	x	0.231)	+	(Au	g/t	x	0.398)	+	(Ag	g/t	x	0.005)The	Mineral	Resource	estimate	is	listed	in	Table	4.	Mineral	Resources	are	reported	inclusive	of	those	Mineral	Resources	that	were	converted	to	MineralReserves.	Mineral	Resources	that	are	not	Mineral	Reserves	do	not	have	demonstrated	economic	viability.Table	4	-	Mineral	Resource	Estimate	for	the	Arctic	DepositAverage	Grade:Contained	metal:	Class				Mtonnes				Cu	%				Pb%				Zn%				Au	g/t				Ag	g/t				Cu	Mlbs				Pb	Mlbs				Zn	Mlbs				Au	koz				Ag	Moz	Indicated	36.0	3.07	0.73	4.23	0.63	47.6	2,441	581	3,356	728	55	Inferred		3.5		1.71		0.60		2.72		0.36		28.7		131		47		210		40		3Notes:(1)The	Qualified	Persons	for	the	estimate	are	employees	of	SIM	and	BDRC.	The	estimate	is	reported	using	the	2014	CIM	Definition	Standards.The	effective	date	of	the	Mineral	Resource	estimate	is	April	25,	2017.	The	results	of	the	2019	drilling	supports	the	current	estimate	of	mineralresources	and	the	inclusion	of	these	nine	new	drill	holes	would	have	no	material	impact	on	the	estimate	of	mineral	resources	for	the	ArcticProject.(2)Mineral	Resources	stated	are	contained	within	a	conceptual	pit	shell	developed	using	metal	prices	of	US$3.00/lb	Cu,	US$0.90/lb	Pb,US$1.00/lb	Zn,	US$1,300/oz	Au	and	US$18/oz	Ag	and	metallurgical	recoveries	of	92%	Cu,Table	of	Contents4477%	Pb,	88%	Zn,	63%	Au	and	56%	Ag	and	operating	costs	of	US$3/t	mining	and	US$35/t	process	and	general	and	administrative	costs.	Theassumed	average	pit	slope	angle	is	43º.(3)The	base	case	cut-off	grade	is	0.5%	copper	equivalent:	CuEq	=	(Cu%	x	0.92)	+	(Zn%	x	0.290)	+	(Pb%	x	0.231)	+	(Au	g/t	x	0.398)	+	(Ag	g/t	x0.005).(4)The	Mineral	Resource	estimate	is	reported	on	a	100%	basis	without	adjustments	for	metallurgical	recoveries.	Trilogy	holds	50%	of	AmblerMetals.(5)The	Mineral	Resource	estimate	is	reported	inclusive	of	those	Mineral	Resources	that	were	converted	to	Mineral	Reserves.	Mineral	Resourcesthat	are	not	Mineral	Reserves	do	not	have	demonstrated	economic	viability.	An	inferred	mineral	resource	has	a	lower	level	of	confidence	thanthat	applied	to	an	indicated	mineral	resource	and	must	not	be	converted	to	a	mineral	reserve.Mineral	Resources	have	been	rounded.Factors	that	may	affect	the	Mineral	Resource	estimates	include:●Metal	price	and	exchange	rate	assumptions.●Changes	to	the	assumptions	used	to	generate	the	CuEq	cut-off	grade.●Changes	in	local	interpretations	of	mineralization	geometry	and	continuity	of	mineralized	zones.●Changes	to	geological	and	mineralization	shapes,	and	geological	and	grade	continuity	assumptions.●Density	and	domain	assignments.●Changes	to	geotechnical,	mining	and	metallurgical	recovery	assumptions.●Change	to	the	input	and	design	parameter	assumptions	that	pertain	to	the	conceptual	pit	constraining	the	estimates.●Assumptions	as	to	concentrate	marketability,	payability	and	penalty	terms.●Assumptions	as	to	the	continued	ability	to	access	the	site,	retain	mineral	and	obtain	surface	rights	titles,	obtain	environment	and	otherregulatory	permits,	and	maintain	the	social	license	to	operate.●Assumptions	as	to	future	site	access.There	are	no	known	factors	related	to	environmental,	permitting,	legal,	title,	taxation,	socioeconomic,	marketing,	or	political	issues	which	couldmaterially	affect	the	Mineral	Resource	estimate	that	are	not	discussed	in	the	2020	Arctic	Report.Mineral	Reserve	EstimatesMineral	Reserves	were	classified	in	accordance	with	the	CIM	Definition	Standards	for	Mineral	Resources	and	Mineral	Reserves	(May	10,	2014).	OnlyMineral	Resources	that	were	classified	as	Measured	and	Indicated	were	given	economic	attributes	in	the	mine	design	and	when	demonstratingeconomic	viability.	Mineral	Reserves	for	the	Arctic	deposit	incorporate	appropriate	mining	dilution	and	mining	recovery	estimations	for	the	open	pitmining	method.Table	of	Contents45Table	5	–	Optimization	InputsParameter				Unit				Value	Metal	Prices						Copper$/lb		3.00Lead$/lb		1.00Zinc$/lb		1.10Gold$/oz		1,300.00Silver$/oz		18.00Discount	Rate%	8Slope	Angles					Sector	1	(2L-E)degrees		26Sector	2	(2L-W)degrees		40Sector	3	(2U)degrees		42Sector	4	(3)degrees		30Sector	5	(4L)degrees		38Sector	6	(4U)degrees		43Dilution%Estimated	in	a	block-by-blockbasisMine	Losses%Taken	into	account	by	blockMining	Cost					Base	Elevationm		730Base	Cost$/t		2.78Incremental	Mining	Cost					Uphill$/t/5m		0.020Downhill$/t/5m		0.015Process	Costs					Operating	Cost$/t	milled		15.09G&A$/t	milled		6.55Process	Sustaining	Capital$/t	milled		1.53Road	Toll	Cost$/t	milled		4.70Closure$/t	milled		1.52Processing	RateKt/d		10Process	Recovery					Copper%	91.2Lead%	80.0Zinc%	91.0Gold%	58.9Silver%	34.9Treatment	&	Refining	Cost	—	Variable	by	concentrate	type/metalRoyalties					NANA	Surface	Use%NSR		1.00NANA1%NP		0.00Note:(1)NANA	may	elect	to	either	(a)	exercise	a	non-transferrable	back-in-right	to	acquire	between	16%	and	25%	(as	specified	by	NANA)	of	the	ArcticProject;	or	(b)	not	exercise	its	back-in-right,	and	instead	receive	a	net	proceeds	royalty	equal	to	15%	of	the	net	proceeds	realized	by	AmblerMetals.	Upon	the	direction	of	Trilogy,	the	Arctic	FSTable	of	Contents46was	evaluated	on	a	100%	basis,	of	which	Trilogy’s	share	is	50%,	and	does	not	include	the	impact	on	Ambler	Metals	of	the	NANA	options,either	purchasing	an	interest	in	the	Arctic	Project	or	receiving	a	royalty	payment.Dilution	was	applied	to	the	resource	model	in	two	steps:	planned	dilution	and	contact	dilution.As	the	mining	cost	varies	with	depth	individual	blocks	captured	within	the	final	pit	design	were	tagged	as	either	ore	or	waste	by	applying	theparameters	shown	in	Table	5.	Using	the	partial	block	percentages	within	the	final	pit	design	the	ore	tonnage	and	average	grades	were	calculated.The	Mineral	Reserve	estimates	are	shown	in	Table	6.	Only	Probable	Mineral	Reserves	have	been	classified.Table	6	–	Mineral	Reserve	StatementTonnageGrades	Class				t	x	1000				Cu	(%)				Zn	(%)				Pb	(%)				Au	(g/t)				Ag	(g/t)	Proven	Mineral	Reserves		—		—		—		—		—		—Probable	Mineral	Reserves		43,443		2.24		3.12		0.54		0.47		34.7Proven	&	Probable	Mineral	Reserves		43,443		2.24		3.12		0.54		0.47		34.7Notes:(1)The	Qualified	Person	for	the	Mineral	Reserves	estimates	is	an	employee	of	Wood.	Mineral	Reserves	have	an	effective	date	of	January	31,2020.	Mineral	Reserves	are	reported	on	a	100%	basis.	Trilogy	has	a	50%	interest	in	Ambler	Metals.(2)Mineral	Reserves	estimated	assuming	open	pit	mining	methods	and	include	a	combination	of	planned	and	contact	dilution.	Total	dilution	isexpected	to	be	between	30%	and	35%.	Pit	slopes	vary	by	sector	and	range	from	26°	to	43°.	Cut-off	grade	is	variable	and	ranges	fromUS$32.83/t	NSR	to	US$33.96/t	NSR.	Commodity	prices	used	were	US$3.00/lb	Cu,	US$1.00/lb	Pb,	US$1.10/lb	Zn,	US$1,300/oz	Au	andUS$18/oz	Ag.	Fixed	process	recoveries	were	assumed	to	be	91.2%	Cu,	80.0%	Pb,	91.0%	Zn,	58.9%	Au	and	80.0%	Ag.	Mining	costs	wereestimated	at	US$2.78/t	incremented	at	US$0.02/t/5	m	and	US$0.015/t/5	m	below	and	above	730	m	elevation	respectively.	Processing	costswere	estimated	at	US$29.39/t,	which	includes	a	process	operating	cost	of	US$15.09/t,	general	and	administrative	cost	of	US$6.55/t,sustaining	capital	cost	of	US$1.53/t.	Closure	cost	of	US$1.52/t,	and	a	road	toll	cost	of	US$4.70/t.	Treatment	costs	include	US$80/t	Cuconcentrate,	US$180/t	Pb	concentrate	and	US$200/t	Zn	concentrate.	Refining	costs	were	estimated	at	US$0.08/lb	Cu,	US$10/oz	Au,US$0.80/oz	Ag.	Transport	costs	were	included	as	US$270.38/t	concentrate.	There	is	a	fixed	royalty	percentage	of	1%.Risks	that	may	affect	the	Mineral	Reserve	estimates	include:	commodity	price	and	exchange	rate	assumptions;	changes	to	the	assumptions	used	togenerate	the	NSR	cut-off	grades	that	constrains	the	estimate;	changes	in	local	interpretations	of	mineralization	geometry	and	continuity	of	mineralizedzones;	changes	to	geological	and	mineralization	shapes,	and	geological	and	grade	continuity	assumptions;	density	and	domain	assignments;	changes	togeotechnical	and	hydrological	assumptions,	changes	to	mining	and	metallurgical	recovery	assumptions;	changes	to	the	input	and	design	parameterassumptions	that	pertain	to	the	conceptual	pit	constraining	the	estimates;	assumptions	as	to	concentrate	marketability,	payability	and	penalty	terms;assumptions	as	to	the	continued	ability	to	access	the	site,	retain	mineral	and	obtain	surface	rights	titles,	obtain	environment	and	other	regulatorypermits,	and	maintain	the	social	license	to	operate.There	is	a	risk	to	the	estimate	if	the	Ambler	Mining	District	Industrial	Access	Project	road	is	not	constructed	as	envisaged,	or	in	the	time	frameenvisaged,	or	that	the	toll	charges	assumed	in	the	2020	Arctic	Report	are	not	the	final	charges	levied.	Other	risks	include:	proper	management	ofgroundwater	will	be	important	to	maintaining	pit	slope	stability;	the	east	wall	is	highly	sensitive	to	several	geotechnical	parameters,	and	talc	horizonsthat	may	not	have	been	included	in	the	geological	model	might	also	affect	its	stability;	the	presence	of	talc	layers	in	the	rock	could	affect	recoveries	inthe	process	plant	and	therefore	could	be	a	risk	to	the	Mineral	Reserves.Table	of	Contents47Mining	OperationsThe	Arctic	Project	is	designed	as	a	conventional	truck–shovel	operation	assuming	144	t	trucks,	and	15	m3	shovels.	The	pit	design	includes	three	nestedphases	to	balance	stripping	requirements	while	satisfying	the	concentrator	requirements.The	design	parameters	include	a	ramp	width	of	28.5	m,	maximum	road	grades	of	10%,	bench	height	of	5	m,	targeted	mining	width	of	between	70	and100	m,	berm	interval	variable	by	sector,	variable	slope	angles	by	sector	and	a	minimum	mining	width	of	30	m.The	smoothed	final	pit	design	contains	approximately	43.4	Mt	of	ore	and	298.3	Mt	of	waste	for	a	resulting	stripping	ratio	of	6.9:1.	Within	the	43.4	Mtof	ore,	the	average	grades	are	forecast	to	be	2.24%	Cu,	3.12%	Zn,	0.54%	Pb,	0.47	g/t	Au	and	34.7	g/t	Ag.The	scheduling	constraints	set	the	maximum	mining	capacity	at	36	Mt/a	and	the	maximum	process	capacity	at	10	kt/d.	The	production	schedule	resultsin	a	LOM	of	12	years.	The	mine	will	require	three	years	of	pre-production	before	the	start	of	operations	in	the	processing	plant.Processing	and	Recovery	OperationsThe	10,000	t/d	process	plant	design	is	conventional	for	the	industry	and	will	operate	two	12-hour	shifts	per	day,	365	d/a	with	an	overall	plantavailability	of	92%.	The	process	plant	will	produce	three	concentrates:	1)	copper	concentrate,	2)	zinc	concentrate,	and	3)	lead	concentrate.	Gold	andsilver	are	expected	to	be	payable	at	a	smelter;	silver	is	expected	to	be	payable	in	the	copper	and	lead	concentrates,	with	gold	expected	to	be	payable	inthe	lead	concentrate	only.There	are	several	deleterious	elements	reporting	to	the	concentrates	at	levels	which	would	incur	penalties;	however,	there	are	no	special	processingprovisions	required	to	make	a	readily	saleable	concentrate.The	mill	feed	will	be	hauled	from	the	open	pit	to	a	primary	crushing	facility	where	the	material	will	be	crushed	by	a	jaw	crusher	to	a	particle	size	of	80%passing	80	mm.The	crushed	material	will	be	ground	by	two	stages	of	grinding,	consisting	of	one	SAG	mill	and	one	ball	mill	in	closed	circuit	with	hydrocyclones	(SABcircuit).	The	hydrocyclone	overflow	with	a	grind	size	of	approximately	80%	passing	70	μm	will	first	undergo	talc	pre-flotation,	and	then	be	processed	byconventional	bulk	flotation	(to	recover	copper,	lead,	and	associated	gold	and	silver),	followed	by	zinc	flotation.	The	bulk	rougher	concentrate	will	becleaned	and	followed	by	copper	and	lead	separation	to	produce	a	lead	concentrate	and	a	copper	concentrate.	The	final	tailings	from	the	zinc	flotationcircuit	will	be	pumped	to	a	TMF.	Copper,	lead,	and	zinc	concentrates	will	be	thickened	and	pressure-filtered	before	being	transported	by	truck	to	a	portand	shipped	to	smelters.Based	on	the	mine	plan	developed	for	the	Arctic	FS	and	metallurgical	testwork	results,	the	LOM	average	metal	recoveries	and	concentrate	grades	willbe:●Copper	concentrate:●Recovery:														89.9%	copper;	10.9%	gold;	26.4%	silver●Copper	grade:							30.3%●Lead	concentrate:●Recovery:														79.0%	lead;	62.1%	gold;	63.1%	silver●Lead	grade:											55.0%Table	of	Contents48●Zinc	concentrate:●Recovery:														90.6%	zinc●Zinc	grade:											59.2%The	average	annual	dry	concentrate	production	is	estimated	as:●Copper	concentrate:				241,024	t/a●Lead	concentrate:								28,234	t/a●Zinc	concentrate									173,093	t/aThe	recovery	plan	includes	provision	for	reagents,	and	water	and	power	requirementsInfrastructure,	Permitting	and	Compliance	ActivitiesInfrastructureThe	Arctic	Project	site	is	a	remote,	greenfields	site	that	is	remote	from	existing	infrastructure.	Infrastructure	that	will	be	required	for	the	mining	andprocessing	operations	will	include:●Open	pit	mine●Stockpiles	and	WRF●Truck	workshop,	truck	wash,	mine	offices,	mine	dry	facility	and	warehouse●Administration	building●Mill	dry	facility●Plant	workshop	and	warehouse●Primary	crushing	building●Fine	ore	stockpile	building●Process	plant	and	laboratory●Concentrate	loadout	building●Reagent	storage	and	handling	building●Raw	water	supply	building●Tailings	management	facility●Surface	water	diversion	and	collection	channels,	culverts,	and	containment	structures●WRCP●WTPs.Table	of	Contents49AccessThe	Arctic	Project	site	will	be	accessed	through	a	combination	of	State	of	Alaska-owned	highways	(existing),	an	Alaska	Industrial	Development	andExport	Authority-owned	private	road	(proposed)	and	Trilogy-owned	access	roads	(proposed).	The	AMDIAP	road	is	proposed	by	AIDEA	to	connect	theAmbler	mining	district	to	the	Dalton	Highway.	The	AMDIAP	road	expected	to	be	permitted	as	a	private	road	with	restricted	access	for	industrial	use.	Toconnect	the	Arctic	Project	site	and	the	existing	exploration	camp	to	the	proposed	AMDIAP	road,	a	30.7	km	access	road	(the	Arctic	access	road)	willneed	to	be	built.The	State	of	Alaska-owned,	public	Dahl	Creek	airport	will	require	upgrades	to	support	the	planned	regular	transportation	of	crews	to	and	fromFairbanks.	The	cost	of	these	upgrades	has	been	included	in	the	capital	cost	estimate.PowerPower	generation	will	be	by	five	diesel	generators,	producing	a	supply	voltage	of	13.8	kV.	The	total	connected	load	will	be	27.1	MW	with	a	normalrunning	load	of	16.0	MW.	Diesel	will	be	supplied	via	existing	fuel	supply	networks	in	the	region	and	shipped	along	the	AMDIAP	road.AccommodationThe	Arctic	Project	will	require	three	different	self-contained	camps,	equipped	with	their	own	power	and	heat	generation	capabilities,	water	treatmentplant,	sewage	treatment	plant,	and	garbage	incinerator.	The	existing	90-person	exploration	camp	will	be	used	to	start	the	construction	of	the	Arcticaccess	road.	A	185-person	construction	camp	will	be	constructed	at	the	intersection	of	the	AMDIAP	road	and	Arctic	access	road	and	will	bedecommissioned	once	construction	is	complete.	The	permanent	camp	will	be	constructed	along	the	Arctic	access	road,	closer	to	the	plannedprocessing	facility.	The	400-person	permanent	camp	will	be	constructed	ahead	of	operations	to	support	the	peak	accommodation	requirements	duringconstruction.Waste	Rock	FacilityA	large	WRF	will	be	developed	north	of	the	Arctic	pit	in	the	upper	part	of	the	Subarctic	Creek	valley.	The	WRF	is	be	designed	to	store	waste	rock	as	wellas	provide	a	buttress	for	the	tailings	containment	in	the	adjacent	footprint.	The	total	volume	of	waste	rock	is	expected	to	be	146	Mm3	(298	Mt);however,	there	is	potential	for	expanded	volume	in	the	waste	if	placement	density	is	<2.0	t/m3.	The	WRF	will	have	a	final	height	of	280	m	to	anelevation	of	930	masl	and	is	planned	to	be	constructed	in	lifts	of	either	5,	10	or	20	m	height	with	catch	benches	every	20	m	to	achieve	an	overall	slopeangle	of	2.7H:1V.Most	of	the	waste	rock	is	anticipated	to	be	potentially	acid-generating	and	there	will	be	no	separation	of	waste	based	on	acid	generation	potential.Rather,	seepage	from	the	WRF	will	be	collected	and	treated.Overburden	StockpilesThere	will	also	be	two	small	overburden	stockpiles	to	store	the	stripped	topsoil	and	overburden	from	the	TMF	footprint.	The	topsoil	stockpile	will	beplaced	between	the	haul	roads	with	capacity	to	store	up	to	325,000	m3	of	material	while	the	overburden	stockpile	will	be	located	below	the	lower	haulroad	between	the	pit	and	the	mill	site	with	capacity	to	store	up	to	2,200,000	m3.Tailings	Management	FacilityThe	TMF	will	be	located	at	the	headwaters	of	Subarctic	Creek,	in	the	upper-most	portion	of	the	creek	valley.	The	58.6	ha	footprint	of	the	TMF	will	befully	lined	with	an	impermeable	liner.	Tailings	containment	will	be	provided	by	the	natural	topography	on	the	valley	sides	and	an	engineered	crossvalley	dam	that	will	be	buttressed	by	the	WRF	constructed	immediately	downstream	of	the	TMF.	A	starter	dam	will	be	constructed	to	elevation	830	m.Three	subsequent	raises	willTable	of	Contents50bring	the	final	dam	crest	elevation	to	890	m,	which	is	40	m	lower	than	the	final	elevation	of	the	WRF.	The	TMF	is	designed	to	store	approximately	34.5Mm3	(37.8	Mt)	of	tailings	plus	4.5	Mm3	of	water	produced	over	the	12-year	mine	life	and	still	provide	capacity	for	the	probable	maximum	flood	with2.5	m	of	freeboard.Water	ManagementThe	proposed	mine	development	is	located	in	the	valley	of	Subarctic	Creek,	a	tributary	to	the	Shungnak	River.	A	surface	water	management	system	willbe	constructed	to	segregate	contact	and	non-contact	water.	Non-contact	water	will	be	diverted	around	mine	infrastructure	to	Subarctic	Creek.	Agroundwater	seepage	monitoring	and	collection	system	will	be	located	down	gradient	of	the	WRF	and	seepage	collection	pond.	Contact	water	will	beconveyed	to	treatment	facilities	prior	to	discharge	to	the	receiving	environment.A	collection	pond	(WRCP)	will	be	located	directly	below	the	toe	of	the	WRF	and	will	be	used	to	collect	seepage	from	the	WRF,	runoff	from	the	WRF	andhaul	road	corridor	area,	and	water	pumped	from	the	open	pit.The	Arctic	Project	water	and	load	balance	indicates	that	during	operations	excess	water	from	the	WRCP	will	need	to	be	treated	prior	to	discharge	tothe	receiving	environment.	In	the	last	year	of	operations	and	during	closure,	water	from	the	dewatering	of	the	TMF	will	also	need	to	be	treated	prior	todischarge	to	the	receiving	environment.Water	Treatment	PlantsA	HDS	lime-based	neutralization	and	precipitation	process	will	be	used	to	treat	effluent	from	the	WRCP.	The	HDS	WTP	will	operate	during	the	openwater	season	from	May	through	October,	during	operations	through	to	post-closure.	Treated	effluent	will	be	discharged	via	a	12	km	pipeline	to	theShungnak	River.	Long-term	water	treatment	at	the	HDS	WTP	will	be	required	in	perpetuity.A	SeWTP	will	treat	excess	water	in	the	TMF	that	is	predicted	to	have	elevated	selenium	concentrations.	The	SeWTP	is	anticipated	to	commencetreatment	during	operation	in	mine	year	12.	A	portion	of	the	treated	effluent	from	the	HDS	WTP	will	be	combined	with	excess	water	from	the	TMF,and	treated	for	selenium	such	that	the	selenium	water	quality	standard	is	met	after	a	mixing	zone	in	the	Shungnak	River.	The	SeWTP	will	cease	oncethe	TMF	is	dewatered	(by	approximately	year	15	of	closure).Market	StudiesMetal	pricing	was	based	on	combination	of	two	year	trailing	actual	metal	prices,	market	research	and	bank	analyst	forward	price	projections,	preparedin	July	2020	by	Jim	Vice	of	StoneHouse	Consulting	Inc.,	who	was	retained	by	Trilogy.The	long-term	consensus	metal	price	assumptions	selected	for	the	Arctic	FS	were:●Copper:	$3.00/lb●Zinc:	$1.10/lb●Lead:	$1.00/lb●Gold:	$1,300/oz●Silver:	$18.00/ozSmelter	terms	were	applied	for	the	delivery	of	copper,	zinc	and	lead	concentrate.	It	was	assumed	that	delivery	of	all	concentrates	would	be	to	an	EastAsian	smelter	at	currently	available	freight	rates.	Total	transport	costs	for	the	concentrate	are	estimated	at	$270.98/dmt.Table	of	Contents51Environmental,	Permitting,	Social	and	Closure	ConsiderationsEnvironmental	ConsiderationsThe	Arctic	Project	area	includes	the	Ambler	lowlands	and	Subarctic	Creek	within	the	Shungnak	River	drainage.	A	moderate	amount	of	baselineenvironmental	data	collection	has	occurred	in	the	area	including	surface	and	groundwater	quality	sampling,	surface	hydrology	monitoring,	wetlandsmapping,	aquatic	life	surveys,	avian	and	mammal	habitat	surveys,	cultural	resource	surveys,	hydrogeology	studies,	meteorological	monitoring,	andML/ARD	studies.Permitting	ConsiderationsTrilogy	undertakes	its	current	mineral	exploration	activities	at	the	Arctic	deposit	under	State	of	Alaska	and	Northwest	Arctic	Borough	(“NWAB”)permits.	Trilogy	is	presently	operating	under	a	State	of	Alaska	Miscellaneous	Land	Use	Permit	that	expires	at	the	end	of	2022,	and	a	NWAB	Permit	thatexpires	also	expires	at	the	end	of	2022.	Both	permits	are	renewable.Mine	development	permitting	will	be	largely	driven	by	the	underlying	land	ownership;	regulatory	authorities	vary	depending	on	land	ownership.	TheArctic	Project	area	includes	patented	mining	claims	(private	land	under	separate	ownership	by	Trilogy),	State	of	Alaska	land,	and	NANA	land	(privateland).Because	the	Arctic	Project	is	situated	to	a	large	extent	on	State	land,	it	will	be	necessary	to	obtain	a	Plan	of	Operation	Approval	(which	includes	theReclamation	Plan	and	Closure	Cost	Estimate)	from	the	Alaska	Department	of	Natural	Resources	(“ADNR”).	The	Arctic	Project	will	also	requirecertificates	to	construct	and	then	operate	a	dam(s)	(tailings	and	water	storage)	from	the	ADNR	(Dam	Safety	Unit)	as	well	as	water	use	and	dischargeauthorizations,	an	upland	mining	lease	and	a	mill	site	lease,	as	well	as	several	minor	permits	including	those	that	authorize	access	to	constructionmaterial	sites	from	ADNR.The	Alaska	Department	of	Environmental	Conservation	(“ADEC”)	would	authorize	waste	management	under	an	integrated	waste	management	permit,air	emissions	during	construction	and	then	operations	under	an	air	permit,	and	an	Alaska	Pollutant	Discharge	Elimination	System	permit	for	anywastewater	discharges	to	surface	waters,	and	a	Multi-Sector	General	Permit	for	stormwater	discharges.	The	ADEC	would	also	be	required	to	review	theUS	Army	Corps	of	Engineers	(“USACE”)	Section	404	permit	to	certify	that	it	complies	with	Section	401	of	the	Clean	Water	Act	(“CWA”).The	Alaska	Department	of	Fish	and	Game	would	have	to	authorize	any	culverts	or	bridges	that	are	required	to	cross	fish-bearing	streams	or	otherimpacts	to	fish-bearing	streams	that	result	in	the	altering	or	affecting	fish	habitat.U.S.	Army	Corps	of	Engineers	(“USACE”)	would	require	a	CWA	Section	404	permit	for	dredging	and	filling	activities	in	Waters	of	the	United	Statesincluding	jurisdictional	wetlands.	The	USACE	Section	404	permitting	action	would	require	the	USACE	to	comply	with	the	Natural	Environmental	PolicyAct	(“NEPA”)	and,	for	a	project	of	this	magnitude,	the	development	of	an	Environmental	Impact	Statement	is	anticipated.	The	USACE	would	likely	bethe	lead	federal	agency	for	the	NEPA	process.	As	part	of	the	Section	404	permitting	process,	the	Arctic	Project	will	have	to	meet	USACE	wetlandsguidelines	to	avoid,	minimize	and	mitigate	impacts	to	waters	of	the	US	including	wetlands.The	Arctic	Project	will	also	have	to	obtain	approval	for	a	Master	Plan	from	the	NWAB.	In	addition,	actions	will	have	to	be	taken	to	change	the	boroughzoning	for	the	Arctic	Project	area	from	Subsistence	Conservation	and	General	Conservation	to	Resource	Development	and	transportation.The	overall	timeline	required	for	permitting	would	be	largely	driven	by	the	time	required	for	the	NEPA	process,	which	is	triggered	by	the	submission	ofthe	Section	404	permit	application	to	the	USACE.	The	timeline	includes	the	development	and	publication	of	a	draft	and	final	EIS	and	ends	with	a	Recordof	Decision,	and	Section	404-permit	issuance.	In	Alaska,	the	EIS	and	other	State	and	Federal	permitting	processes	are	generally	coordinated	so	thatpermitting	and	environmental	review	occurs	in	parallel.	The	NEPA	process	could	require	between	two	to	three	years	to	complete,	and	could	potentiallytake	longer.Table	of	Contents52Social	and	CommunityThe	Arctic	Project	is	located	approximately	40	km	northeast	of	the	villages	of	Shungnak	and	Kobuk,	and	64	km	east-northeast	of	the	native	village	ofAmbler.	The	population	in	these	villages	range	from	151	in	Kobuk	(2010	Census)	to	262	in	Shungnak	(2010	Census).	Residents	live	a	largely	subsistencelifestyle	with	incomes	supplemented	by	trapping,	guiding,	local	development	projects,	government	aid	and	other	work	in,	and	outside	of,	the	villages.The	Arctic	Project	has	the	potential	to	significantly	improve	work	opportunities	for	village	residents.	Trilogy	is	working	directly	with	the	villages	toemploy	residents	in	the	ongoing	exploration	program	as	mechanics,	geotechnicians,	core	cutters,	administrative	staff,	camp-services	staff,	heavyequipment	operators,	drill	helpers,	and	environmental	technicians.	Trilogy	and	NANA	have	established	a	Workforce	Development	Committee	to	assistwith	developing	a	local	workforce.	In	addition,	Trilogy	has	existing	contracts	with	native-affiliated	companies	(such	as	NANA	Management	Services	andKUNA	Engineering	Inc.)	that	are	providing	camp	catering	and	environmental	services	for	the	Arctic	Project,	respectively.Local	community	concerns	will	also	be	formally	recognized	during	the	development	of	the	Arctic	Project	EIS.	Early	in	the	EIS	process,	the	lead	federalpermitting	agency	will	hold	scoping	meetings	in	rural	villages	to	hear	and	record	the	concerns	of	the	local	communities	so	that	the	more	significant	ofthese	concerns	can	be	addressed	during	the	development	of	the	EIS.	In	addition,	the	lead	federal	agency	would	have	government-to-governmentconsultations	with	the	Tribal	Councils	in	each	of	the	villages,	as	part	of	the	EIS	process,	to	discuss	the	Arctic	Project	and	hear	Council	concerns.Closure	PlanningMine	reclamation	and	closure	are	largely	driven	by	State	regulations	that	specify	that	a	mine	must	be	reclaimed	concurrent	with	mining	operations	tothe	greatest	extent	possible	and	then	closed	in	a	way	that	leaves	the	site	stable	in	terms	of	erosion	and	manages	degradation	of	water	quality	fromacid	rock	drainage	or	metal	leaching	on	the	site.	A	detailed	Reclamation	Plan	and	Closure	Cost	Estimate	will	be	submitted	to	the	State	agencies	forreview	and	approval	in	the	future,	during	the	formal	mine	permitting	process.Owing	to	the	fact	that	the	Arctic	Project	is	likely	to	have	facilities	on	a	combination	of	private	(patented	mining	claims	and	native	land)	and	State	land,it	is	likely	that	the	Reclamation	Plan	will	be	submitted	and	approved	as	part	of	the	plan	of	operations,	which	is	approved	by	the	ADNR.	However,	sincethe	reclamation	plan	must	meet	regulations	of	both	ADNR	and	the	ADEC,	both	agencies	will	review	and	approve	the	Reclamation	Plan	and	Closure	CostEstimate.	In	addition,	private	land	owners	must	formally	concur	with	the	portion	of	the	Reclamation	Plan	for	their	lands	so	that	it	is	compatible	withtheir	intended	post-mining	land	use.The	estimate	cost	of	closure	is	based	on	unit	rates	used	by	SRK	on	other	closure	projects	in	cold	environments.	The	indirect	costs	were	included	aspercentages	of	the	estimated	direct	costs	based	on	guidelines	for	Alaska	(DOWL	2015).	Long-term	water	treatment	and	maintenance	of	certain	watermanagement	facilities	were	calculated	separately,	and	a	NPV	is	provided	for	the	first	100	years,	at	a	discount	rate	of	4.3%.Reclamation	and	closure	costs	were	estimated	to	be	$158.2	million,	in	discounted	2020	US	dollars.	Annual	(undiscounted)	costs	associated	with	long-term	closure	activities	and	operation	of	the	HDS	WTP	are	estimated	to	be	$5.1	million.Table	of	Contents53Capital	and	Operating	CostsCapital	CostsThe	capital	cost	estimate	has	an	estimated	accuracy	of	±15%	and	uses	quarter	4,	2019	US	dollars	as	the	base	currency.	The	total	estimated	initialcapital	cost	for	the	design,	construction,	installation,	and	commissioning	of	the	Arctic	Project	is	estimated	to	be	$905.6	million.	A	summary	of	theestimated	capital	cost	is	shown	in	Table	7.Table	7	–	Initial	Capital	CostsCost	Type				Description				US$M	Direct	Mine		280.1	Crushing		28.3	Process		116.6	Tailings		70.0	On-Site	Infrastructure		109.3	Off-Site	Infrastructure		53.7	Direct	Subtotal		658.0Indirect	Indirects		130.7	Contingency		94.6	Owners	Costs		23.4	Indirect	Total		248.7Project	Total			906.7The	total	sustaining	capital	cost	estimate	is	$113.8	million	for	the	12-year	LOM	which	includes	equipment,	tailings	and	other	items.	Closure	costs	wereestimated	to	be	$205.4	million.	These	costs	are	summarized	in	Table	8.Table	8	–	Sustaining	Capital	and	Closure	CostsCost	Type		Description		US$M	DirectMine		15.1Process		1.3Tailings		25.1On-Site	Infrastructure	50.4IndirectIndirects		13.8Contingency		8.0Total	Sustaining	Capital	113.8Closure	Costs		205.4Operating	CostsThe	operating	cost	estimates	use	US	dollars	as	the	base	currency	and	have	an	accuracy	of	±15%.	An	average	operating	cost	was	estimated	for	the	ArcticProject	based	on	the	proposed	mining	schedule.	These	costs	included	mining,	processing,	G&A,	surface	services,	and	road	toll	costs.	The	average	LOMoperating	cost	for	the	Arctic	Project	is	estimated	to	be	$50.65/	t	milled.	The	breakdown	of	costs	in	Table	9	is	estimated	based	on	the	LOM	average	millfeed	rate.All	pre-production	costs	have	been	included	in	capital	costs.Table	of	Contents54Table	9	–	Operating	CostsLOM	Average	Unit	Operating	CostPercentage	of	TotalDescription					($/	t	milled)				Annual	Operating	CostsMining*	18.4836%Processing	18.3136%G&A		5.15	10%Surface	Operations		0.68	1%Road	Toll		8.04	16%Total	Operating	Cost		50.65	100%*				Excludes	pre-production	costsEconomic	AnalysisThe	results	of	this	economic	analysis	represent	forward	looking	information.	The	results	depend	on	the	inputs	that	are	subject	to	several	known	andunknown	risks,	uncertainties,	and	other	factors	that	may	cause	actual	results	to	differ	materially	from	those	presented	in	this	section.	Information	thatis	forward	looking	includes	mineral	reserve	estimates,	commodity	prices,	the	proposed	mine	production	plan,	construction	schedule,	projectedrecovery	rates,	proposed	capital	and	operating	cost	estimates,	closure	cost	estimates,	toll	road	cost	estimates,	and	assumptions	on	geotechnical,environmental,	permitting,	royalties,	and	hydrogeological	information.An	economic	analysis	was	undertaken	on	a	100%	basis	to	determine	the	IRR,	net	present	value	and	payback	on	initial	investment	of	the	Arctic	Project.Trilogy	holds	50%	of	Ambler	Metals.	The	Arctic	Project	consists	of	a	three-year	pre-production	construction	period,	followed	by	12	years	of	production.Ausenco	developed	a	pre-tax	cash	flow	model	for	the	Arctic	Project	and	the	NPV	and	IRR	were	calculated	at	the	beginning	of	the	construction	period	inYear	-3.The	pre-tax	financial	model	incorporated	the	production	schedule	and	smelter	term	assumptions	to	produce	annual	recovered	payable	metal,	or	grossrevenue,	in	each	concentrate	stream	by	year.	Off-site	costs,	including	the	applicable	refining	and	treatment	costs,	penalties,	concentrate	transportationcharges,	marketing	and	representation	fees,	and	royalties	were	then	deducted	from	gross	revenue	to	determine	the	NSR.	The	operating	cash	flow	wasthen	produced	by	deducting	annual	mining,	processing,	G&A,	surface	services,	and	road	toll	charges	from	the	NSR.	Initial	and	sustaining	capital	wasdeducted	from	the	operating	cash	flow	in	the	years	they	occur,	to	determine	the	net	cash	flow	before	taxes.	Initial	capital	cost	includes	all	estimatedexpenditures	in	the	construction	period,	from	Year	-3	to	Year	-1	inclusive.	First	production	occurs	at	the	beginning	of	Year	1.	Sustaining	capitalexpenditure	includes	all	capital	expenditures	purchased	after	first	production,	including	mine	closure	and	rehabilitation.	The	model	includes	anallocation	of	a	1%	NSR	attributable	to	NANA.The	pre-tax	financial	results	are:●30.8%	IRR●$1,550.9	million	NPV	at	an	8%	discount	rate●2.4	year	payback	period,	on	the	initial	capital	costs	of	$905.6	million●Undiscounted	pre-tax	cashflow	of	$3,768.0	million	over	LOMTable	of	Contents55The	following	tax	regimes	were	incorporated	in	the	post-tax	analysis:	US	Federal	Income	Tax,	Alaska	State	Income	Tax,	and	Alaska	Mining	License	Tax.Taxes	are	calculated	based	on	currently	enacted	United	States	and	State	of	Alaska	tax	laws	and	regulations,	including	the	US	Federal	enactment	of	theTax	Cuts	&	Jobs	Act	on	December	22,	2017.	At	the	base	case	metal	prices	used	for	this	study,	the	total	estimated	taxes	payable	on	the	Arctic	Projectprofits	are	$924.7	million	over	the	12-year	mine	life.The	post-tax	financial	results	are:●27.1%	IRR●$1,134.7	million	NPV	at	an	8%	discount	rate●2.6	year	payback	period,	on	the	initial	capital	costs	of	$905.6	million●Undiscounted	post-tax	cashflow	of	$	2,843.4	million	over	LOMSensitivity	AnalysisAusenco	investigated	the	sensitivity	of	the	Arctic	Project’s	pre-tax	NPV,	and	IRR	to	several	project	variables,	including	metal	prices	(copper,	zinc,	lead,gold,	silver),	capital	costs,	and	operating	costs	(onsite	and	offsite).	The	metal	grade	is	not	presented	in	these	sensitivity	graphs	because	the	impacts	ofchanges	in	the	metal	grade	mirror	the	impact	of	changes	in	metal	price.The	Arctic	Project’s	pre-tax	NPV	at	an	8%	discount	rate	is	most	sensitive	to	changes	in	copper	price,	followed	by	zinc	price,	off-site	operating	costs,	on-site	operating	costs,	capital	costs,	silver	price,	gold	price,	and	lead	price.The	Arctic	Project’s	pre-tax	IRR	is	most	sensitive	to	changes	in	copper	price	and	capital	cost,	followed	by	zinc	price	and	off-site	operating	costs,	and	inthen	decreasing	order,	on-site	operating	costs,	silver	price,	gold	price,	and	lead	priceExploration,	Development,	and	ProductionConstraints	and	InterfacesThe	Arctic	Project	will	be	an	integrated	development	with	several	consultants	contributing	to	the	overall	design	process.	Specialist	contractors	willmost	likely	be	engaged	for	specific	packages,	such	as	the	Arctic	access	road,	and	the	construction	camps,	generally	on	a	“design	and	construct”	basis.It	is	essential	that	these	parties	work	together	to	ensure	data	being	used	is	both	current	and	meaningful.	Data	transfer	between	parties	shall	be	strictlycontrolled	and	in	accordance	with	Document	Control	protocols.The	early	design	interfaces	for	the	Arctic	Project	will	include	at	least:●Mine	development●Waste	Rock	placement	and	Tails	Dam●Project	water	management	and	treatment●Arctic	Access	Road	design	and	construction,	in	particular	the	pioneer	road	necessary	to	allow	earliest	possible	access	to	the	Mine	pre-assembly	construction	site●Pioneer,	Construction	and	Permanent	Camps.Table	of	Contents56The	Interface	Management	procedures	will	be	developed	to	ensure	services	at	the	battery	limits	are	clearly	defined	and	understood	by	all	partiesaffected.Key	Project	MilestonesKey	project	milestones	will	be	developed	once	the	project	is	committed	to	construction	and	the	required	permits	are	in	hand.The	Mine	requires	nominally	two	years	of	pre-strip	operations,	tailings	pond	starter	dam	development	and	water	accumulation	before	actualproduction	mining	operations	can	commence.For	that	pre-strip	work	to	start,	the	Arctic	access	road	from	the	AMDIAP	intersection	to	the	mine	site	will	have	to	be	constructed	to	at	least	a	pioneerroad	condition	that	will	allow	the	mine	fleet	and	the	support	facilities	to	be	delivered,	built	and	made	operational.Tailings	pond	construction	must	be	to	a	height	to	allow	natural	collection	of	water	in	quantities	that	will	allow	plant	operations	to	commence.Proven	TechnologyThe	Arctic	Project	will	utilize	proven	technology	and	equipment	that	can	be	built,	operated	and	maintained	under	adverse	weather	conditionsThe	Design	Criteria,	Technical	Specifications	and	Data	sheets	shall	reflect	the	location,	the	environmental	and	initial	logistics	constraints	that	may	affectthe	procurement	and	construction	effort.Engineering,	Procurement	and	Construction	Management	ApproachTwo	engineering,	procurement	and	construction	management	(“EPCM”)	strategies	have	been	identified	that	are	structured	to	account	for	theabnormally	long	pre-strip	mining	operation.	The	first	option	is	the	basis	for	the	capital	and	operating	cost	estimate.Early	Engineering	Only	with	2-Stage	ProcurementThere	is	a	need	to	establish	the	mine	facilities	and	assemble	the	Mine	Fleet	in	time	to	allow	the	pre-strip	operation	to	start	some	two	years	before	theProcess	Plant	receives	its	first	ore.	This	means	that	there	will	be	a	significant	amount	of	detailed	engineering	requiring	completion	well	in	advance	ofthe	time	required	for	conventional	engineering,	procurement	and	construction	of	just	the	process	plant	and	supporting	infrastructure.	This	has	beenassessed	as	requiring	detailed	engineering	to	start	some	four	years	before	the	process	plant	starts	production.In	particular,	the	pioneer	access	road	design	and	contracts	and	civil	design	for	the	Mine	Support	facilities	will	be	required	early	in	the	schedule.	Bydefault,	the	rest	of	the	civil	design	would	need	to	attach	to	that	early	works	for	simple	plant	layout	and	construction	coordination	purposes.	For	that	tooccur	the	plant	layout	will	be	required	to	be	frozen	a	lot	earlier	than	normal.	That	in	turn	is	dependent	on	sizing	and	selection	of	the	major	processequipment	items	and	the	receipt	of	certified	vendor	data.Effectively,	the	detailed	design	phase	will	need	to	follow	the	conventional	approach	and	run	its	course	but	started	at	a	time	that	meets	the	early	worksschedule	requirements.	Everything	other	than	the	mine	support	facilities	will	be	designed	some	two	years	in	advance	of	when	it	is	needed.With	the	early	equipment	order	placement,	the	supply	phase	could	become	inordinately	long,	extending	over	three	years	in	most	cases,	when	in	factthe	equipment	is	not	likely	to	be	needed	until	the	last	eighteen	months	prior	to	plant	start-up.Table	of	Contents57An	unorthodox	but	proven	option	to	this	extended	design,	supply	and	construction	schedule	is	to	have	the	EPCM	Contractor	buy	the	major	equipmentin	two	steps:●Step	1:	Buy	only	the	vendor	certified	engineering	data	to	allow	detailed	engineering	to	continue	to	completion	but	hold	the	manufacturingfunctions	until	later	in	the	overall	schedule,	effectively	a	delay	of	around	twelve	to	fifteen	months.●Step	2:	Based	on	agreed	vendor	manufacturing	durations,	apply	a	“late”	release	of	the	equipment	for	manufacture	with	deliveries	effectivelybecoming	a	“Just-in	Time”	logistics	operation.This	strategy	provides	the	following	advantages:●Engineering	can	start	and	continue	to	completion	using	critical	certified	vendor	data	without	the	need	for	an	extended	“standby”involvement.●Procurement	functions	can	work	in	parallel	with	the	engineering	group	with	no	disconnect	between	the	two	disciplines.●The	Procurement	team	can	generally	disband	early	in	the	schedule	with	just	key	personnel	retained	to	provide	continuity	of	support.●The	expediting	team	can	mobilize	later	in	the	schedule	to	drive	manufacture	and	delivery	in	a	concerted	campaign.●Equipment	deliveries	can	be	orchestrated	to	suit	the	conditions	at	the	time	with	everything	consolidated	into	a	transit	compound	forcoordinated	shipping	to	site.●Reduced	cashflow	demands.The	disadvantages	with	this	approach	are:●The	vendors	need	to	be	clearly	briefed	as	to	what	the	system	means	to	their	manufacturing	schedule.●A	payments	formula	needs	to	be	in	place	to	account	for	a	delayed	delivery	strategy.●Some	vendors	have	difficulty	in	determining	just	what	their	actual	engineering	costs	are.Early	EPCM	Leading	to	Plant	Care	and	MaintenanceUnder	this	approach,	the	EPCM	would	work	to	conventional	design	and	construction	schedule,	starting	to	suit	the	mine	access	requirements	butfollowing	on	to	completion	without	interruption.	That	would	bring	the	total	process	plant	and	supporting	infrastructure	to	a	mechanical	completioncondition	nominally	twelve	to	fifteen	months	before	it	is	able	to	start	work.The	plant	could	not	be	commissioned	through	lack	of	ore	and	would	have	to	be	placed	into	care	and	maintenance	mode	until	ore	became	available.This	has	an	inherent	advantage	in	that	if	the	pre-strip	operation	was	completed	earlier	than	scheduled,	and	sufficient	water	is	accumulated,	the	plantoperations	would	be	able	to	take	advantage	of	the	fact	the	plant	was	already	mechanically	complete.	The	care	and	maintenance	requirements	in	thatenvironment	for	that	duration	will	require	close	assessment.Interpretations	and	ConclusionsThe	Arctic	deposit	will	be	mined	at	an	annual	rate	of	36	Mt/a,	with	an	overall	stripping	ratio	of	6.9:1.	Ore	will	be	processed	by	conventional	methods	toannually	produce	241,024	tonnes	of	copper,	28,234	tonnes	of	lead,	and	173,093	tonnes	ofTable	of	Contents58zinc,	all	in	concentrates	for	provision	to	third	party	refiners.	Waste	and	tailings	materials	will	be	stored	in	surface	facilities,	which	will	be	closed	andreclaimed	at	the	end	of	the	mine;	contact	water	will	be	treated	and	discharged	to	the	environment	throughout	the	life	of	mine.	Precious	metalsattendant	with	the	concentrates	will	be	largely	payable.	While	there	are	expected	to	be	several	deleterious	elements	in	the	concentrates	at	levels	thatmay	incur	penalties,	there	are	no	special	processing	requirements.Under	the	assumptions	presented	in	the	2020	Arctic	Report,	the	Arctic	Project	shows	positive	economics.The	financial	analysis	excludes	consideration	of	the	NANA	Agreement,	whereby	NANA	has	the	right,	following	a	construction	decision,	to	elect	topurchase	a	16%	to	25%	direct	interest	in	the	Arctic	Project	or,	alternatively,	to	receive	a	15%	Net	Proceeds	Royalty.The	financial	analysis	excludes	consideration	of	the	new	joint	venture	formed	between	South32	and	Trilogy.The	cost	assumptions	for	the	AMDIAP	road	are	estimates	provided	by	Trilogy.	There	is	a	risk	to	the	capital	and	operating	cost	estimates,	the	financialanalysis,	and	the	Mineral	Reserves	if	the	toll	road	is	not	built	in	the	time	frame	required	for	the	Arctic	Project,	or	if	the	toll	charges	are	significantlydifferent	from	what	was	assumed.In	terms	of	project	execution,	the	mine	requires	nominally	two	years	of	pre-strip	operations,	tailings	pond	starter	dam	development	and	wateraccumulation	before	actual	production	mining	operations	can	commence.For	that	pre-strip	work	to	start,	the	Arctic	access	road	from	the	AMDIAP	intersection	to	the	mine	site	will	have	to	be	constructed	to	at	least	a	pioneerroad	condition	that	will	allow	the	mine	fleet	and	the	support	facilities	to	be	delivered,	built	and	made	operational.RecommendationsA	single-phase	work	program	is	recommended,	which	will	include:	additional	drilling	program	to	upgrade	a	portion	of	the	indicated	resource	tomeasures	resource;	drill	and	blast	study;	geotechnical	investigations	and	studies;	further	geohazards	assessment;	site	specific	seismic	hazardassessment;	updating	of	hydrogeological	models	and	groundwater	management	plans;	optimization	of	the	plant	and	related	service	facilities	andevaluation	of	the	power	supply;	examination	of	water	management,	water	treatment,	WRF	and	TMF	designs;	baseline	studies	and	environmentalpermitting	activities;	and	additional	metallurgical	testwork.		The	budget	for	this	work	is	estimated	at	about	$7.0	million.Bornite	Project,	Ambler	District,	AlaskaBornite	ProjectExcept	as	otherwise	stated,	the	scientific	and	technical	information	relating	to	the	Bornite	Project	contained	in	this	Form	10-K	is	derived	from	the	2018Bornite	Report	titled	“NI	43-101	Technical	Report	on	the	Bornite	Project,	Northwest	Alaska,	USA”	dated	July	20,	2018	with	an	effective	date	of	June	5,2018	prepared	by	BD	Resource	Consulting,	Inc.,	SIM	Geological	Inc.,	and	International	Metallurgical	&	Environmental	Inc.	The	information	regarding	theBornite	Project	is	based	on	assumptions,	qualifications	and	procedures	which	are	not	fully	described	herein.	Reference	should	be	made	to	the	full	textof	the	2018	Bornite	Report	which	has	been	filed	with	certain	Canadian	securities	regulatory	authorities	pursuant	to	NI	43-101	and	is	available	forreview	on	SEDAR	at	www.sedar.com	and	on	EDGAR	at	www.sec.gov.Bornite	Project	-	Property	Description	and	LocationThe	property	is	located	in	the	Ambler	mining	district	of	the	southern	Brooks	Range,	in	the	NWAB	of	Alaska.	The	property	is	located	in	Ambler	River	A-2quadrangle,	Kateel	River	Meridian	T	19N,	R	9E,	sections	4,	5,	8	and	9.	The	Bornite	Project	is	located	248	km	east	of	the	town	of	Kotzebue,	19	km	northof	the	village	of	Kobuk,	275	km	west	of	the	Dalton	Highway,	an	all-weather	state	maintained	public	road,	at	geographic	coordinates	N67.07°	latitudeand	W156.94°	longitude	(Universal	Transverse	Mercator	North	American	Datum	83,	Zone	4W	coordinates	7440449N,	589811E).Table	of	Contents59At	the	time	of	the	formation	of	Ambler	Metals,	Trilogy	transferred	its	Alaskan	assets,	including	the	Bornite	Project,	to	the	newly	formed	joint	venture.See	“Significant	Developments	in	2020”.	The	mineral	resource	estimates	with	respect	to	the	Bornite	Project	are	reported	on	a	100%	basis,	of	whichTrilogy’s	share	is	50%.Bornite	Project	-	Accessibility,	Climate,	Local	Resources,	Infrastructure,	and	PhysiographyPrimary	access	to	the	Bornite	Project	is	by	air,	using	both	fixed	wing	aircraft	and	helicopters.	There	are	four	well	maintained,	approximately	1,500	m-long	gravel	airstrips	located	near	the	property,	capable	of	accommodating	charter	fixed	wing	aircraft.	These	airstrips	are	located	40	km	west	at	Ambler,23	km	southwest	at	Shungnak,	19	km	south	at	Kobuk,	and	15	km	south	at	Dahl	Creek.	There	is	daily	commercial	air	service	from	Kotzebue	to	the	villageof	Kobuk,	the	closest	community	to	the	property.	During	the	summer	months,	the	Dahl	Creek	Camp	airstrip	is	suitable	for	larger	aircraft,	such	as	C-130and	DC-6.	In	addition	to	the	four	1,500	m	airstrips,	there	is	a	700	m	airstrip	located	at	the	Bornite	Camp.	The	airstrip	at	Bornite	is	suited	to	smalleraircraft,	which	support	the	Bornite	Camp	with	personnel	and	supplies.There	is	no	direct	water	access	to	the	property.	During	spring	runoff,	river	access	is	possible	by	barge	from	Kotzebue	Sound	to	Ambler,	Shungnak,	andKobuk	via	the	Kobuk	River.A	two-lane,	two-wheel	drive	gravel	road	links	the	Bornite	Project’s	main	camp	to	the	1,525	m	Dahl	Creek	airstrip	and	village	of	Kobuk.The	climate	in	the	region	is	typical	of	a	sub-arctic	environment.	Exploration	is	generally	conducted	from	late	May	until	late	September.	Weatherconditions	on	the	Bornite	Project	can	vary	significantly	from	year	to	year	and	can	change	suddenly.	During	the	summer	exploration	season,	averagemaximum	temperatures	range	from	10°C	to	20°C,	while	average	lows	range	from	-2°C	to	7°C.	By	early	October,	unpredictable	weather	limits	safehelicopter	travel	to	the	property.	During	winter	months,	the	property	can	be	accessed	by	snow	machine,	track	vehicle,	or	fixed	wing	aircraft.	Wintertemperatures	are	routinely	below	-25°C	and	can	exceed	-50°C.	Annual	precipitation	in	the	region	averages	at	395	mm	with	the	most	rainfall	occurringfrom	June	through	September,	and	the	most	snowfall	occurring	from	November	through	January.Drilling	and	mapping	programs	are	seasonal	and	have	been	supported	out	of	the	Main	Bornite	Camp	and	Dahl	Creek	Camp.	The	main	Bornite	Campfacilities	are	located	on	Ruby	Creek	on	the	northern	edge	of	the	Cosmos	Hills.	The	camp	provides	office	space	and	accommodations	for	the	geologists,drillers,	pilots,	and	support	staff.	There	are	four	2-person	cabins	installed	by	NANA	prior	to	our	tenure.	In	2011,	the	main	Bornite	Camp	was	expandedto	20	sleeping	tents,	3	administrative	tents,	2	shower/bathroom	tents,	1	medical	tent,	and	1	dining/cooking	tent.	With	these	additions,	the	campcapacity	was	increased	to	49	beds.	A	30	m	by	9	m	core	logging	facility	was	also	built	in	the	summer	of	2011.	An	incinerator	was	installed	near	theBornite	airstrip	to	manage	waste	created	by	the	Bornite	Project.	Power	for	the	Bornite	Project	is	supplied	by	a	175	kW	Caterpillar	diesel	generator.Water	is	provided	by	a	permitted	artesian	well	located	250	m	from	the	Bornite	Camp.	In	2012,	the	camp	was	further	expanded	with	the	addition	of	alaundry	tent,	a	women's	shower/washroom	tent,	a	recreation	tent,	several	additional	sleeping	tents,	and	a	2	x	enlargement	of	the	kitchen	tent.	Campcapacity	increased	to	76	beds.	The	septic	field	was	upgraded	to	accommodate	the	increase	in	camp	population.	One	of	the	two-person	cabins	waswinterized	for	use	by	the	winter	caretaker.	A	permitted	landfill	was	established	to	allow	for	the	continued	cleanup	and	rehabilitation	of	the	historicshop	facilities	and	surroundings.	The	Dahl	Creek	camp	is	a	leased	facility	used	as	an	overflow	or	alternative	facility	to	the	main	Bornite	Camp.		The	DahlCreek	camp	has	a	main	cabin	for	dining	and	administrative	duties,	and	a	shower	facility.		Sleeping	facilities	include	two	hard-sided	sleeping	cabins	withseven	beds	(primarily	used	for	staff),	one	4-person	sleeping	tent,	and	three	2-person	sleeping	tents	for	a	total	of	17	beds.		There	are	support	structures,including	a	shop	and	storage	facilities.The	Bornite	Project	is	located	on	Ruby	Creek	on	the	northern	edge	of	the	Cosmos	Hills.	The	Cosmos	Hills	are	part	of	the	southern	flank	of	the	BrooksRange	in	Northwest	Alaska.	Topography	in	the	area	is	moderately	rugged.	Maximum	relief	in	the	Cosmos	Hills	is	approximately	1,000	masl	with	anaverage	of	600	masl.	Talus	covers	the	upper	portions	of	the	hills;	glacial	and	fluvial	sediments	occupy	valleys.	The	Kobuk	Valley	is	located	at	thetransition	between	boreal	forest	and	Arctic	tundra.	Spruce,	birch,	and	poplar	are	found	in	portions	of	the	valley,	with	a	ground	cover	of	lichens(reindeer	moss).Table	of	Contents60Willow	and	alder	thickets	and	isolated	cottonwoods	follow	drainages,	and	alpine	tundra	is	found	at	higher	elevations.	Tussock	tundra	and	low,	heath-type	vegetation	covers	most	of	the	valley	floor.	Patches	of	permafrost	exist	on	the	property.	Wildlife	in	the	property	area	is	typical	of	Arctic	andSubarctic	fauna.	Larger	animals	include	caribou,	moose,	Dall	sheep,	bears	(grizzly	and	black),	wolves,	wolverines,	coyotes,	and	foxes.	Fish	speciesinclude	salmon,	sheefish,	arctic	char,	and	arctic	grayling.	The	Kobuk	River,	which	briefly	enters	the	Upper	Kobuk	Mineral	Projects	on	its	southwestcorner,	is	a	significant	salmon	spawning	river.	The	caribou	on	the	property	belong	to	the	Western	Arctic	herd	that	migrates	twice	a	year	–	south	inAugust,	from	their	summer	range	north	of	the	Brooks	Range,	and	north	in	March	from	their	winter	range	along	the	Buckland	River.Bornite	Project	-	HistoryKennecott	and	Bear	Creek	Mining	TenureRegional	exploration	began	in	the	early	1900s	when	gold	prospectors	noted	copper	occurrences	in	the	hills	north	of	Kobuk,	Alaska.	In	1947,	localprospector	Rhinehart	“Rhiny”	Berg	along	with	various	partners	traversing	in	the	area	located	outcropping	mineralization	along	Ruby	Creek	(Bornite)	onthe	north	side	of	the	Cosmos	Hills.	They	subsequently	staked	claims	over	the	Ruby	Creek	showings	and	constructed	an	airstrip	for	access.	In	1957,BCMC,	Kennecott's	exploration	subsidiary,	optioned	the	property	from	Berg.	Exploration	drilling	in	1961	and	1962	culminated	in	the	discovery	of	the“No.1	Ore	Body”	where	drill	hole	RC-34	cut	20	m	of	24%	copper	(the	“No.1	Ore	Body”	is	a	historic	term	used	by	BCMC	that	does	not	connote	economicviability	in	the	present	context;	it	is	convenient	to	continue	to	use	the	term	to	describe	exploration	work	and	historic	resource	estimation	in	a	specificarea	of	what	is	now	generally	known	as	Ruby	Creek	Upper	Reef).	The	discovery	of	the	“No.1	Ore	Body”	led	to	the	development	of	an	exploration	shaftin	1966.	The	shaft,	which	reached	a	depth	of	328	m,	encountered	a	significant	watercourse	and	was	flooded	near	completion	depth.	The	shaft	wassubsequently	dewatered	and	an	exploration	drift	was	developed	to	provide	access	for	sampling	and	mapping,	and	to	accommodate	undergrounddrilling	to	further	delineate	mineralization.	A	total	of	59	underground	holes	were	drilled	and,	after	the	program,	the	shaft	was	allowed	to	re-flood.	Thediscovery	of	the	Arctic	Project	in	1965	prompted	a	hiatus	in	exploration	at	Bornite,	and	only	limited	drilling	occurred	up	until	1976.In	the	late	1990s,	Kennecott	resumed	its	evaluation	of	the	Bornite	deposit	and	the	mineralization	in	the	Cosmos	Hills	with	an	intensive	soil,	stream,	androck	chip	geochemical	sampling	program	using	32	element	ICP	analyses.	Grid	soil	sampling	yielded	765	samples.		Ridge	and	spur	sampling	resulted	inan	additional	850	soil	samples	in	the	following	year.	Skeletonized	core	samples	(85	samples)	from	key	historic	drill	holes	were	also	analyzed	using	32element	ICP	analytical	methods.	Geochemical	sampling	identified	multiple	areas	of	elevated	copper	and	zinc	in	the	Bornite	region.Kennecott	completed	numerous	geophysical	surveys	as	an	integral	part	of	exploration	throughout	their	tenure	on	the	property.		Various	reports,	notes,figures,	and	data	files	stored	in	Kennecott’s	Salt	Lake	City	exploration	office	indicated	that	geophysical	work	included,	but	was	not	limited	to,	thefollowing:●Airborne	magnetic	and	EM	surveys	(fixed-wing	INPUT)	(1950s)●Gravity,	single	point	(“SP”),	Audio-Frequency	Magneto-Telluric	(“AMT”),	EM,	borehole	and	surface	IP/resistivity	surveys	(1960s)●Gravity,	airborne	magnetic,	and	CSAMT	surveys	(1990s)We	have	little	information	or	documentation	associated	with	these	geophysical	surveys	conducted	prior	to	the	1990s.	Where	data	are	available	inthese	earlier	surveys,	the	lack	of	details	in	data	acquisition,	coordinate	systems,	and	data	reduction	procedures	limit	their	usefulness.	The	onlycomplete	geophysical	report	available	concerns	down-hole	IP/resistivity	results.	Most	notable	is	the	1996	gravity	survey	from	the	Bornite	deposit	intothe	Ambler	lowlands.	The	Bornite	deposit	itself	is	seen	as	a	significant	3	milligal	anomaly.		Numerous	2	milligal	to	>	6	milligal	anomalies	occur	undercover	in	the	Ambler	lowlands	and	near	the	Aurora	Mountain	and	Pardner	Hill	occurrences.	In	addition	to	the	geophysicalTable	of	Contents61surveys	conducted	by	Kennecott,	the	ADNR	completed	an	aeromagnetic	survey	of	portions	of	the	Ambler	mining	district	in	1974-1975.Several	studies	have	been	undertaken	reviewing	the	geology	and	geochemistry	of	the	Bornite	deposit.	Most	notable	is	Murray	Hitzman’s	PhDdissertation	at	Stanford	University	and	Don	Runnel’s	PhD	dissertation	at	Harvard	University.	Bernstein	and	Cox	reported	on	mineralization	of	the	“No.	1Ore	Body”	in	a	1986	paper	in	Economic	Geology.	In	addition	to	the	historical	work,	Ty	Connor	at	the	Colorado	School	of	Mines	recently	completed	aMaster’s	thesis	which	reported	on	the	timing	of	alteration	and	mineralization	at	the	Bornite	deposit.Kennecott	conducted	two	technical	reviews	of	the	groundwater	conditions	and	a	summary	of	the	findings	related	to	the	flooding	of	the	explorationshaft.	In	1961,	Kennecott	collected	32	coarse	reject	samples	from	five	drill	holes	to	support	preliminary	metallurgical	test	work	at	Bornite.	Samplestargeted	high-grade	(>	10%)	copper	mineralization	from	the	Upper	Reef	at	Ruby	Creek.Bornite	Project	-	Geological	Setting	and	MineralizationThe	Bornite	Project	is	located	within	the	Arctic	Alaska	Terrane,	a	sequence	of	mostly	Paleozoic	continental	margin	rocks	that	make	up	the	Brooks	Rangeand	North	Slope	of	Alaska.	It	is	within	the	Phyllite	Belt	geologic	subdivision,	which	together	with	the	higher-grade	Schist	Belt,	stretches	almost	theentire	length	of	the	Brooks	Range	and	is	considered	to	represent	the	hinterland	of	the	Jurassic	Brooks	Range	orogeny.	The	southern	margin	of	thePhyllite	Belt	is	marked	by	mélange	and	low	angle	faults	associated	with	the	Kobuk	River	fault	zone,	while	the	northern	boundary	is	thought	to	begradational	with	the	higher-grade	metamorphic	rocks	of	the	Schist	Belt.The	geology	of	the	Bornite	resource	area	is	composed	of	alternating	beds	of	carbonate	rocks	(limestone	and	dolostone)	and	calcareous	phyllite.Limestone	transitions	laterally	into	dolostone,	which	hosts	the	majority	of	the	mineralization	and	is	considered	to	be	hydrothermal	in	origin.	Spatialrelationships	and	petrographic	work	establish	dolomitization	as	genetically	related	to	early	stages	of	the	copper	mineralizing	system.Work	by	Trilogy	in	2015	focused	on	furthering	the	understanding	of	the	distribution	and	nature	of	the	various	lithologic	units	and	their	context	in	asedimentary	depositional	model.		The	updated	model,	based	on	lithogeochemical	signatures	of	the	various	units	along	with	their	historical	visuallogging,	shows	stacked	debris	flows	composed	of	basal	non-argillaceous	channelized	debris	flows	breccias	with	a	fining	upward	sequence	ofincreasingly	argillaceous-rich	breccias	capped	by	high	calcium	(Ca)	phyllites,	confined	laterally	in	channels	between	either	massive	or	thin-beddedplatform	carbonates.	Two	stacked	debris	flow	sequences	are	apparent,	the	Lower	and	Upper	reefs.		The	Upper	Reef	grades	vertically	into	cappingargillaceous	limestones	instead	of	discrete	high	Ca	phyllites	indicating	a	shallowing	upward	or	filling	of	the	debris	flow	channels.		Based	on	this	updatedinterpretation,	a	series	individual	debris	flow	cycles	have	been	modeled.	Low	calcium	(Ca)	phyllites,	such	as	the	Anirak	Schist	(QP)	and	the	Beaver	CreekPhyllite	respectively	underlie	and	cap	the	local	stratigraphy	suggesting	different	sourcing	than	the	locally	derived	high	Ca	phyllites	of	the	debris	flowdominated	Bornite	Carbonate	sequence	stratigraphy.		The	Beaver	Creek	Phyllite	is	in	structural	contact	with	the	Bornite	Carbonate	Sequence	while	thecontact	with	the	underlying	Anirak	Schist	is	an	unconformity.	In	addition	to	the	stacked	sedimentary	stratigraphy,	a	crosscutting	breccia	dubbed	the	P-Breccia	has	been	identified	in	and	around	the	recently	discovered	South	Reef	mineralization.		Though	poorly	defined	by	the	overall	lack	of	drilling	in	thearea,	the	body	which	contains	excellent	copper	grade	lies	at	or	near	the	Iron	Mountain	discontinuity.		It	remains	unclear	whether	the	P-Breccia	is	apost-depositional	structural,	hydrothermal	or	solution-collapse	induced	breccia.Structural	fabrics	observed	on	the	property	include	bedding	and	two	separate	foliations.		Bedding	(S0)	can	be	measured	only	rarely	where	phyllite	andcarbonate	are	interbedded	and	it	is	unclear	to	what	extent	it	is	transposed.		The	pervasive	foliation	(S1)	is	easily	measured	in	phyllites	and	may	bereflected	by	colour	banding	and/or	stylolamination	(flaggy	habit	in	outcrop)	of	the	carbonates.		Core	logging	shows	that	S1	is	folded	gently	on	the	10	mscale	and	locally	tightly	folded	at	the	decimetre	scale.		S2	axial	planar	cleavage	is	locally	developed	in	decimetre	scale	folds	of	S1.		Both	S1	and	S2foliations	are	considered	to	be	Jurassic	in	age.	Owing	to	their	greater	strength,	bodies	of	secondary	dolostone	have	resisted	strain	and	foliationdevelopment,	whereas	the	surrounding	limestone	and	calc-phyllite	appear	in	places	to	have	beenTable	of	Contents62attenuated	during	deformation.		This	deformation,	presumably	Jurassic,	complicates	sedimentological	interpretations.	Potentially	the	earliest	and	mostprominent	structural	feature	in	the	resource	area	is	the	northeast-trending	Iron	Mountain	discontinuity	which	is	still	problematic	in	its	interpretation.Mineralization	at	Bornite	occurs	as	tabular	mineralized	zones	that	coalesce	into	crudely	stratiform	bodies	hosted	in	secondary	dolomite.	Twosignificant	dolomitic	horizons	that	host	mineralization	have	been	mapped	by	drilling	and	include:	1)	the	Lower	Reef,	a	100	to	300	m	thick	dolomitizedzone	lying	immediately	above	the	basal	quartz	phyllite	unit	of	the	Anirak	Schist;	and	2)	the	Upper	Reef,	a	100	to	150	m	thick	dolomite	horizon	roughly300	m	higher	in	section.The	Lower	Reef	dolomite	outcrops	along	the	southern	margin	of	the	Ruby	Creek	zone	and	is	spatially	extensive	throughout	the	deposit	area.	It	hosts	asignificant	portion	of	the	shallow	resources	in	the	Ruby	Creek	zone	as	well	as	higher	grade	resources	down	dip	and	to	the	northeast	in	the	South	Reef.The	Upper	Reef	zone	hosts	relatively	high-grade	resources	to	the	north	in	the	Ruby	Creek	zone.	The	Upper	reef	zone	appears	to	lie	at	an	important	NE-trending	facies	transition	to	the	NW	of	the	main	drilled	area	and	locally	appears	to	be	at	least	partially	thrust	over	the	Lower	Reef	stratigraphy	to	thesoutheast.Drill	results	from	2013	show	dolomitization	and	copper	mineralization	in	the	Upper	and	Lower	Reefs	coalescing	into	a	single	horizon	along	the	northernlimits	of	current	exploration.	The	NE-	trending	Ruby	Creek	and	South	Reef	zones	also	coalesce	into	a	roughly	1000	m	wide	zone	of	>200	m	thickdolomite	containing	significant	copper	mineralization	dipping	north	at	roughly	5-10	degrees.		The	2017	drill	results	show	that	the	mineralized	dolomitehorizon	continues	for	at	least	another	700m	down-dip	to	the	northeast.Bornite	Project	–	MineralizationCopper	mineralization	at	Bornite	is	comprised	of	chalcopyrite,	bornite,	and	chalcocite	distributed	in	stacked,	roughly	stratiform	zones	exploitingfavourable	stratigraphy	within	the	dolomitized	limestone	package.	Mineralization	occurs,	in	order	of	increasing	grade,	as	disseminations,	irregular	anddiscontinuous	stringer-style	veining,	breccia	matrix	replacement,	and	stratiform	massive	sulphides.	The	distribution	of	copper	mineral	species	is	zonedaround	the	bottom-centre	of	each	zone,	with	bornite-chalcocite-chalcopyrite	at	the	core	and	progressing	outward	to	chalcopyrite-pyrite.	Additionalvolumetrically	minor	copper	species	include	carrollite,	digenite,	tennantite-tetrahedrite,	and	covellite.	Stringer	pyrite	and	locally	significant	sphaleriteoccur	above	and	around	the	copper	zones,	while	locally	massive	pyrite	and	sparse	pyrrhotite	occur	in	association	with	siderite	alteration	below	coppermineralization	in	the	Lower	Reef.In	addition	to	the	copper	mineralization,	significant	cobalt	mineralization	is	found	accompanying	bornite-chalcocite	mineralization.	Cobalt	occurs	withhigh-grade	copper	as	both	carrollite	(Co2CuS4)	and	as	cobaltiferous	rims	on	recrystallized	pyrite	grains.		Preliminary	geometallurgical	work	by	Trilogysupports	this	observation	and	shows	cobalt	occurring	primarily	as	cobaltiferious	pyrite	(approximately	80%	of	he	contained	cobalt)	and	within	othercobalt	minerals	such	as	carrollite,	and	cobaltite	(CoAsS)	present	throughout	the	deposit	(Upper	Reef,	Lower	Reef,	and	South	Reed).Appreciable	silver	values	are	also	found	with	bornite-rich	mineralization	in	the	South	Reef	and	Ruby	Creek	zones.Bornite	Project	–	ExplorationExploration	in	and	around	the	Bornite	Project	by	Kennecott	from	1957	to	1998	is	summarized	above.	In	addition	to	the	extensive	drilling	completedduring	the	more	than	40-year	tenure	of	Kennecott	in	the	district,	Kennecott	completed	widespread	surface	geochemical	sampling,	regional	andproperty	scale	mapping,	and	numerous	geophysical	surveys	employing	a	wide	variety	of	techniques.	The	majority	of	this	data	has	been	acquired	by	usand	forms	the	basis	for	renewed	exploration	that	targets	Bornite-style	mineralization	in	the	Bornite	carbonate	sequence.NovaGold	as	the	precursor	company	to	us	began	to	actively	pursue	an	agreement	to	explore	the	Bornite	Project	with	NANA	in	2005	resulting	in	aninitial	airborne	geophysical	survey	in	2006.	Negotiations	on	the	consolidation	and	exploration	of	the	entire	Ambler	district	continued	for	the	nextseveral	years	culminating	in	the	NANA	Agreement	in	October	2011.Table	of	Contents63With	the	NANA	Agreement	approaching	completion,	NovaGold	initiated	work	in	2010	to	begin	to	characterize	the	exploration	potential	anddepositional	controls	by	re-logging	and	re-analyzing	select	drill	holes	with	a	Niton	portable	x-ray	fluorescence	(“XRF”)	to	determine	geochemicalvariability.	In	2011,	NovaGold	began	an	initial	drill	program	to	verify	the	historical	database	and	exploration	potential	and	conducted	additionalgeophysical	surveys	to	provide	better	targeting	tools	for	continued	exploration	in	the	district.	In	2012,	we	expanded	the	IP	geophysical	coveragecompleting	a	major	district-wide	survey	that	targeted	the	prospective	Bornite	Carbonate	sequence.	Subsequent	resource	drilling	between	2011	and2013	based	on	the	exploration	targeting	is	discussed	in	the	“Bornite	Project	-	Mineral	Resource	Estimates”	section	below.2006	NovaGold	ExplorationIn	2006,	NovaGold	contracted	Fugro	Airborne	Surveys	to	complete	a	detailed	helicopter	DIGHEM	magnetic,	EM	and	radiometric	survey	of	the	CosmosHills.	The	survey	covered	a	rectangular	block	approximately	18	km	by	49	km	which	totaled	2,852	line	kilometres.	The	survey	was	flown	at	300	m	linespacing	with	a	line	direction	of	N20E.	The	DIGHEM	helicopter	survey	system	produced	detailed	profile	data	of	magnetics,	EM	responses	andradiometrics	(total	count,	uranium,	thorium,	and	potassium)	and	was	processed	into	maps	of	magnetics,	discrete	EM	anomalies,	EM	apparentresistivity,	and	radiometric	responses.2010	NovaGold	ExplorationIn	2010,	in	anticipation	of	completing	the	NANA	Agreement,	NANA	granted	NovaGold	permission	to	begin	low	level	exploration	at	Bornite;	thisconsisted	of	re-logging	and	re-analyzing	select	drill	holes	using	a	Niton	portable	XRF.	In	addition	to	the	2010	re-logging	effort,	NovaGold	contracted	aconsulting	geophysicist,	Lou	O'Connor,	to	compile	a	unified	airborne	magnetic	map	for	the	Ambler	mining	district	from	Kennecott,	Alaska	DNR,	andNovaGold	airborne	geophysical	surveys.2011	NovaGold	ExplorationIn	2011,	NovaGold	contracted	Zonge	International	Inc.	(“Zonge”)	to	conduct	both	dipole-dipole	complex	resistivity	induced	polarization	(“CRIP”)	andnatural	source	audio-magnetotelluric	(“NSAMT”)	surveys	over	the	northern	end	of	the	prospect	to	develop	tools	for	additional	exploration	targetingunder	cover	to	the	north.NSAMT	data	were	acquired	along	two	lines	totaling	5.15	line-km,	with	one	line	oriented	generally	north-south	through	the	centre	of	the	survey	areaand	one	being	the	southernmost	east-west	line	in	the	survey	area.	CRIP	data	were	acquired	on	five	lines:	four	east-west	lines	and	one	north-south	line,for	a	total	coverage	of	14.1	line-km	and	79	collected	CRIP	stations.	The	initial	objective	of	the	survey	was	to	investigate	geological	structures	and	thedistribution	of	sulphides	possibly	associated	with	copper	mineralization.Results	from	the	paired	surveys	show	that	wide-spaced	dipole-dipole	resistivity	is	the	most	effective	technique	to	directly	target	the	mineralizationpackage.	Broad	low	resistivity	anomalies	reflecting	pyrite	haloes	and	mineralization	appear	to	define	the	limits	of	the	fluid	package.	Well-defined	andoften	very	strong	chargeability	anomalies	are	also	present,	but	appear	in	part	to	be	masked	by	phyllitic	units	which	also	have	strong	chargeabilitysignatures.	The	NSAMT	show	similar	resistivity	features	as	the	IP,	but	are	less	well	resolved.2012	Trilogy	ExplorationIn	light	of	the	success	of	the	2011	geophysical	program,	we	contracted	Zonge	to	conduct	a	major	district-wide	dipole/dipole	IP	survey,	a	down-hole	IPradial	array	survey	in	the	South	Reef	area,	and	an	extensive	physical	property	characterization	study	of	the	various	lithologies	to	better	interpret	theexisting	historical	geophysical	data.Zonge	completed	48	line	km	of	200	m	dipole/dipole	IP	during	2012,	infilling	and	expanding	on	the	2011	survey,	and	stretching	across	the	mostprospective	part	of	the	outcropping	permissive	Bornite	Carbonate	sequence.	The	results	show	a	well-defined	low	resistivity	area	associated	withmineralization	and	variable	IP	signatures	attributed	both	toTable	of	Contents64mineralization	and	the	overlying	Beaver	Creek	phyllite.	Numerous	target	areas	occur	in	the	immediate	Bornite	area	with	lesser	targets	occurring	in	theAurora	Mountain	and	Pardner	Hill	areas	and	in	the	far	east	of	the	survey	area.During	the	2012	drill	program	at	South	Reef,	a	single	drill	hole	was	targeted	on	a	low	resistivity	area	approximately	500	m	to	600	m	southeast	of	theSouth	Reef	mineralization	trend.	Although	the	drill	hole	intersected	some	dolomite	alteration	in	the	appropriate	stratigraphy,	no	significant	sulphideswere	encountered.In	addition	to	the	extensive	ground	IP	survey,	Zonge	also	completed	9	km	of	down-hole	radial	IP	using	an	electrode	placed	in	drill	hole	RC12-0197	tofurther	delineate	the	trend	and	potential	in	and	around	the	South	Reef.	In	addition	to	the	2012	ground	geophysical	surveys,	extensive	physicalproperty	data	including	resistivity,	chargeability,	specific	gravity,	and	magnetic	susceptibility	were	captured	for	use	in	modelling	the	existing	ground	IPand	gravity	surveys,	and	the	airborne	EM	and	magnetic	surveys.In	addition	to	geophysical	focused	exploration,	a	district	wide	geologic	map	was	compiled	integrating	Kennecott’s	1970’s	mapping	of	the	Cosmos	Hillswith	selective	Trilogy	mapping	in	2012.2013	Trilogy	ExplorationThe	emphasis	of	the	2013	program	was	to	further	validate	and	refine	the	2012	geologic	map	of	the	Cosmos	Hills.	A	deep	penetrating	soil	andvegetation	geochemical	orientation	survey	was	completed	over	the	South	Reef	deposit,	utilizing	various	partial	leaches	and	pH	methods.	The	initial,approximately	1	km,	test	lines	suggest	a	good	response	for	several	of	the	partial	leaches	of	the	soils	but	little	response	in	the	vegetative	samples;further	follow-up	is	warranted	to	the	north	of	the	deposit	into	the	Ambler	lowlands.2014	Trilogy	ExplorationDuring	2014,	exploration	work	was	limited	to	a	re-logging	and	re-sampling	program	of	historical	Kennecott	drill	core.2015	Trilogy	ExplorationAs	a	follow-up	to	the	2013	field	program,	a	deep	penetrating	soil	and	vegetation	geochemical	survey	was	extended	north	of	the	deposit	into	theAmbler	lowlands.	Trilogy	geologists	completed	a	lithogeochemical	desktop	study	and	a	comprehensive	update	to	the	3D	lithology	model;	the	updateddomains	have	been	utilized	in	the	most	recent	resource	estimation.2017	Trilogy	ExplorationThe	2017	field	program	extended	the	2013	and	2015	Deep	Penetrating	Geochemical	soil	survey	another	500m	to	the	northeast.		The	2013	soil	line	wasextended	1500m	to	the	east	to	test	over	the	covered	projection	of	the	Two	Grey	Hills	carbonate	section.		The	3D	lithology	model	was	updated	toincorporate	the	2017	drill	program	results,	which	are	described	in	Section	10,Trilogy	also	completed	a	close	spaced	(100m	station	spacing)	ground	gravity	survey	over	a	2	km	by	4km	grid	covering	the	existing	resource	area	andextending	northeast	over	the	2017	drill	target	area.		The	complete	Bouguer	Anomaly	residual	plot	(removes	a	strong	decreasing	to	the	northeastregional	gradient)	shows	good	correlation	with	the	Lower	Reef	mineralization	that	outcrops	on	surface	with	the	gravity	high	gradually	decreasingdown-dip	to	the	northeast.As	part	of	the	overall	gravity	program,	Mira	Geosciences	created	a	petrophysical	model	for	the	Bornite	Deposit	that	synthesized	the	expected	gravityresponse	on	surface	(forward	model)	for	the	2017	gravity	stations.			This	forward	model	matches	very	closely	with	the	actual	survey	data	over	thedeposit	area,	but	diverges	on	the	south	end	where	the	expected	response	of	gravity	low	is	actually	a	strong	gravity	high	that	may	reflect	shallowmineralization	up-dip	along	the	South	Reef	trend.		Mira	also	completed	a	geologically	constrained	3D	inversion	using	the	2017	gravity	data.		Two	areasof	anomalously	high	densities	(>2.9	g/cc)	were	identified.		The	first	area	extends	up	to	750m	to	the	east-northeast	of	RC17-Table	of	Contents650239,	which	was	one	of	the	more	successful	holes	in	2017	and	is	coincident	with	the	Iron	Mountain	structure.		The	second	anomaly	is	located	justabove	the	Anirak	contact	(Lower	Reef)	to	the	west	of	the	2017	target	area	and	700m	to	the	north	of	the	closest	drill	hole	(RC-53),	which	is	weaklymineralized	along	that	horizon.		This	area	falls	along	the	northwest-southeast	high	grade	thickness	trend.2018	Trilogy	ExplorationThe	2018	field	program	comprised	of	12	drill	holes	totaling	approximately	10,123	meters	(33,212	feet)	of	exploration	drilling	through	a	combination	ofinfill	and	expansion	drill	holes	in	and	around	the	known	deposit.	The	original	drilling	campaign	was	budgeted	to	be	8,000	meters	utilizing	3	drill	rigs	andwas	subsequently	expanded	to	10,000	meters	with	the	addition	of	2	more	drill	rigs.	The	2018	program	followed	up	on	drilling	completed	during	the2017	exploration	program,	which	was	one	of	the	larger	programs	in	the	history	of	drilling	at	the	Bornite	Project.	The	objective	of	the	2018	drillcampaign	was	to	infill	and	expand	the	currently	defined	open	pit	and	underground	mineral	resources.Bornite	Project	–	DrillingA	total	of	214	surface	core	holes	and	51	underground	core	holes,	totaling	104,587	meters	have	been	drilled	targeting	the	Bornite	deposit	during	23different	annual	campaigns	dating	from	1957	through	2019.	All	the	drill	campaigns,	except	for	the	2011	NovaGold	campaign	and	the	2012,	2013,	2017to	2019	Trilogy	campaigns	were	completed	by	Kennecott	or	their	exploration	subsidiary	BCMC.	All	drill	holes	except	RC13-230	and	RC13-232	whichhave	been	reserved	for	metallurgical	studies	and	the	2017	to	2019	drill	holes	were	utilized	in	the	estimation	of	the	current	resource.		The	2017	through2018	drill	holes	were	used	for	a	resource	estimation	in	early	2019	that	was	not	materially	different	for	the	current	resource	and	was	not	disclosed.In	the	2017	drill	campaign,	nine	holes	were	initiated	but	two	abandoned	due	to	drilling	problems.	The	seven	drill	holes	completed	in	2017	stepped-outbetween	250	to	400m	from	the	previous	drill	holes,	distances	considered	too	far	to	support	the	estimation	of	mineral	resources.	Additional,	closer-spaced	drill	holes	are	required	in	this	area	to	provide	the	degree	of	confidence	required	to	support	resource	estimation.Sprague	and	Henwood,	a	Pennsylvania-based	drilling	company,	completed	all	of	the	Kennecott	drilling,	with	the	exception	of	the	1997	program	(threedrill	holes)	completed	by	Tonto	Drilling	Services,	Inc.	(a	NANA-Dynatech	company).	The	2011	thru	2013	NovaGold/Trilogy	programs	used	BoartLongyear	Company	as	the	drill	contractor.	The	2017	program	used	Tuuq	Drilling,	a	NANA	company,	who	sub-contracted	Major	Drilling.In	the	initial	years	of	drilling	at	Bornite,	Kennecott	relied	on	AX	core	(1.1875	in	or	30.2	mm	diameter),	but,	as	drilling	migrated	towards	deeper	targets,a	change	to	BX	core	(1.625	in	or	41.3	mm	diameter)	was	implemented	to	help	limit	deviation.	From	1966	to	1967,	drilling	activity	at	Bornite	movedunderground	and	EX	diameter	core	(0.845	in	or	21.5	mm	diameter)	was	implemented	to	define	the	Ruby	Creek	Upper	Reef	zone	“No.1	Ore	Body”.Drilling	activity	moved	back	to	the	surface	in	1968,	and,	from	1968	to	1972,	BX	core	was	most	commonly	drilled.	In	later	years,	core	size	increased	toNX	(2.125	in	or	54.0	mm	diameter)	and	finally,	in	2011,	core	size	increased	to	NQ	(1.874	in	or	47.6	mm	diameter)	and	HQ	(2.5	in	or	63.5	mm	diameter).Progressively	larger	diameter	drill	rods	have	been	continually	used	over	the	years	in	an	attempt	to	minimize	drill	hole	deviation.There	is	only	partial	knowledge	of	specific	drill	core	handling	procedures	used	by	Kennecott	during	their	tenure	at	the	Bornite	Deposit.	All	of	the	drilldata	collected	during	the	Kennecott	drilling	programs	(1958	to	1997)	was	logged	on	paper	drill	logs,	copies	of	which	are	stored	in	the	Kennecott	officein	Salt	Lake	City,	Utah.	Electronic	scanned	copies	of	the	paper	logs,	in	PDF	format,	are	held	by	Trilogy.	Drill	core	was	sawed	or	split	with	a	splitter,	withhalf	core	submitted	to	various	assay	labs	and	the	remainder	stored	in	the	Kennecott	core	storage	facility	at	the	Bornite	Deposit.	In	1995,	Kennecottentered	the	drill	assay	data,	the	geologic	core	logs,	and	the	down	hole	collar	survey	data	into	an	electronic	format.	In	2009,	NovaGold	geologistsverified	the	geologic	data	from	the	original	paper	logs	against	the	Kennecott	electronic	format	and	then	merged	the	data	into	a	Microsoft™	SQLdatabase.	Sampling	of	drill	core	by	Kennecott	and	BCMC	focused	primarily	on	the	moderate	to	high	grade	mineralized	zones.	Intervals	of	visiblesulphide	mineralization	containing	roughlyTable	of	Contents66>0.5	to	1%	copper	were	selected	for	analysis	by	Union	Assay	Office	Inc.	of	Salt	Lake	City,	Utah.	This	approach	left	numerous	intervals	containing	weakto	moderate	copper	mineralization	un-sampled	in	the	historic	drill	core.	During	the	2012	exploration	program,	we	began	sampling	a	portion	of	thisremaining	drill	core	in	select	holes	in	the	South	Reef	area.	Trilogy	extended	this	sampling	program	to	the	Ruby	Creek	area	in	2013	and	2014.Throughout	our	tenure	at	Bornite,	the	following	core	handling	procedures	have	been	implemented.	Core	is	slung	by	helicopter,	or	transported	by	truckor	ATV,	from	the	drill	rig	to	the	core-logging	facility.	Upon	delivery,	geologists	and	geotechnicians	open	and	inspect	the	core	boxes	for	any	irregularities.They	first	mark	the	location	of	each	drilling	block	on	the	core	box,	and	then	convert	footages	on	the	blocks	into	metric	equivalents.	Geotechnicians	orgeologists	measure	the	intervals	(or	“from/to”)	for	each	box	of	core	and	include	this	information,	together	with	the	drill	hole	ID	and	box	number,	on	ametal	tag	stapled	to	the	end	of	each	box.	Geotechnicians	then	measure	the	core	to	calculate	percent	recovery	and	rock	quality	designation	(“RQD”).RQD	is	the	sum	of	the	total	length	of	all	pieces	of	core	over	12	cm	in	a	run.	The	total	length	of	core	in	each	run	is	measured	and	compared	to	thecorresponding	run	length	to	determine	percent	recovery.	Core	is	then	logged	with	lithology	and	visual	alteration	features	captured	on	observedinterval	breaks.	Mineralization	data,	including	sulphide	species	and	abundance	(recorded	as	percent),	and	gangue	and	vein	mineralogy	are	collected	foreach	sample	interval	with	an	average	interval	of	approximately	2	m.	Structural	data	is	collected	as	point	data.	Geologists	then	mark	sample	intervals	tocapture	each	lithology	or	other	geologically	appropriate	intervals.		Sample	intervals	of	core	are	typically	between	1	m	and	3	m	in	length	but	are	not	toexceed	3	m	in	length.	Occasionally,	if	warranted	by	the	need	for	better	resolution	of	geology	or	mineralization,	smaller	sample	intervals	have	beenemployed.	Geologists	staple	sample	tags	on	the	core	boxes	at	the	start	of	each	sample	interval	and	mark	the	core	itself	with	a	wax	pencil	to	designatesample	intervals.		This	sampling	approach	is	considered	sound	and	appropriate	for	this	style	of	mineralization	and	alteration.	Drill	core	is	digitallyphotographed	prior	to	sampling.	Drill	core	is	cut	in	half	using	diamond	core	saws.	Specific	attention	to	core	orientation	is	maintained	during	coresawing	to	ensure	that	representative	samples	are	obtained.	One-half	of	the	core	is	retained	in	the	core	box	for	storage	on	site,	or	at	our	Fairbankswarehouse,	and	the	other	half	is	bagged	and	labeled	for	analysis.	Samples	are	selected	for	specific	gravity	measurements.In	2013,	33	historic	drill	holes	in	the	Ruby	Creek	area,	and	in	2014,	37	historic	drill	holes	in	the	Ruby	Creek	Area	were	re-logged,	re-sampled	and	re-assayed	as	these	holes	had	previously	only	been	selectively	sampled	by	Kennecott.	Entire	holes	were	re-logged	utilizing	Trilogy	protocols	discussedabove.	Samples	were	submitted	either	as	half-core,	where	previously	sampled,	or	whole	core	where	un-sampled	(this	was	done	to	ensure	that	asufficient	volume	of	material	was	provided	for	analysis).	Sample	intervals	were	matched	to	historic	intervals	whenever	possible	or	selected	to	reflectTrilogy	sampling	procedures	described	above.	The	objectives	of	the	re-assay/re-logging	program	were	threefold:	1)	to	implement	a	QA/QC	program	onintervals	previously	sampled	by	Kennecott	in	order	to	confirm	the	validity	of	their	results;	2)	to	identify	additional	lower	grade	(0.2-0.5%	copper),	whichwas	not	previously	sampled;	and	3)	to	provide	additional	multi-element	ICP	data	to	assist	in	the	geologic	interpretation	of	the	deposit.Bornite	Project	-	Sample	Preparation,	Analyses	and	SecuritySample	preparation,	analytical	lab	accreditation	and	security	measures	taken	during	historical	Kennecott	and	BCMC	programs	are	unknown	to	us;however,	we	are	not	aware	of	any	reason	to	suspect	that	any	of	these	samples	have	been	tampered	with.	The	2011	to	2013	and	2017	samples	wereeither	in	the	custody	of	NovaGold	or	Trilogy	personnel	or	the	assay	laboratories	at	all	times,	and	the	chain	of	custody	of	the	samples	is	welldocumented.Once	drill	core	was	sawed,	one	half	was	retained	for	future	reference	and	the	other	half	was	sent	to	ALS	Minerals	(formerly	ALS	Chemex)	in	Vancouverfor	analyses.	Shipment	of	core	samples	from	the	Bornite	camp	occurred	whenever	backhaul	capacity	was	available	on	the	chartered	aircraft,	which	wasgenerally	5	to	6	days	a	week.	Rice	bags,	containing	two	to	four	individual	poly-bagged	core	samples,	were	marked	and	labeled	with	the	ALS	Mineralsaddress,	project	name	(Bornite),	drill	hole	number,	bag	number,	and	sample	numbers	enclosed.	Rice	bags	were	secured	with	a	pre-numbered	plasticsecurity	tie,	assembled	into	loads	for	transport	by	chartered	flights	on	a	commercial	airline	to	Fairbanks,	and	directly	delivered	by	a	contractedexpeditor	to	the	ALS	Minerals	preparation	facility	in	Fairbanks.	In	addition	to	the	core	samples,	control	samples	were	inserted	into	the	shipments	at	therate	of	one	standard,	one	blank	and	one	duplicate	perTable	of	Contents6717	core	samples.	Samples	were	logged	into	a	tracking	system	on	arrival	at	ALS	Minerals,	and	weighed.	Samples	were	then	crushed,	dried,	and	a	250	gsplit	was	pulverized	to	greater	than	85%	passing	75	μm.Gold	assays	in	2011	and	2012	were	determined	using	fire	analysis	followed	by	an	atomic	absorption	spectroscopy	finish;	gold	was	not	analyzed	in	2013or	2014.	The	lower	detection	limit	was	0.005	ppm	gold;	the	upper	limit	was	10	ppm	gold.	An	additional	48-element	suite	was	assayed	by	ICP-MS	andICP-AES	methodologies,	following	a	four-acid	digest.	Over	limit	(>1.0%)	copper	and	zinc	analyses	were	completed	by	AA,	following	a	four-acid	digest.ALS	Minerals	has	attained	International	Organization	for	Standardization	(ISO)	9001:2000	registration.	In	addition,	the	ALS	Minerals	laboratory	inVancouver	is	accredited	to	ISO	17025	by	Standards	Council	of	Canada	for	a	number	of	specific	test	procedures	including	fire	assay	of	gold	by	AA,	ICPand	gravimetric	finish,	multi-element	ICP	and	AA	assays	for	silver,	copper,	lead	and	zinc.	Trilogy	has	no	relationship	with	any	primary	or	check	assaylabs	utilized.During	2012,	2013,	and	2014,	Trilogy	staff	performed	continuous	validation	of	the	drill	data;	both	while	logging	was	in	progress	and	after	the	fieldprogram	was	complete.	Trilogy	also	retained	independent	consultant	Caroline	Vallat,	P.Geo.	of	GeoSpark	Consulting	Inc.	to:	1)	import	digital	drill	datato	the	master	database	and	conduct	QA/QC	checks	upon	import,	2)	conduct	a	QA/QC	review	of	paired	historical	assays	and	Trilogy	2012,	2013	and2014	re-assays;	3)	monitor	an	independent	check	assay	program	for	the	2012,	2013,	and	2014	campaigns;	and	4)	generate	a	QA/QC	report	for	the2012,	2013,	and	2014	campaigns	along	with	a	2017	review	of	the	cobalt	data.Bornite	Project	-	Mineral	Resource	EstimatesThe	mineral	resource	estimate	has	been	prepared	by	BD	Resource	Consulting,	and	SIM	Geological	Inc.	We	have	filed	several	previous	NI	43-101Technical	Reports	on	the	Bornite	Project	dated	March	18,	2014,	February	5,	2013,	July	18,	2012	and	April	19,	2016.	The	effective	date	of	this	resource	isJune	5,	2018.During	the	summer	of	2017,	Trilogy	drilled	seven	drill	holes	testing	the	area	down-dip	continuity	of	the	northern	part	of	the	Bornite	deposit.	These	drillholes	successfully	tested	the	mineralized	target	horizon	but	the	spacing	of	these	holes	is	considered	too	far	to	support	the	generation	of	additionalmineral	resource	estimates.	As	a	result,	the	estimates	of	copper	resources	remain	unchanged	from	those	reported	in	April	2016.During	the	period	from	2011	through	2017,	Trilogy	implemented	an	expanded	program	of	re-sampling	and	re-assaying	for	an	extended	suite	ofelements	including	cobalt.	This	report	includes	a	description	of	the	procedures	used	to	estimate	cobalt	resources	for	the	Bornite	deposit.The	Bornite	Project	database	comprises	a	total	of	243	diamond	drill	(core)	holes	totaling	86,584	m;	173	holes	target	the	Ruby	Creek	zone	and	45	holestarget	the	South	Reef	zone.	The	remaining	25	holes	in	the	database	are	exploratory	in	nature	and	test	for	satellite	mineralization	proximal	to	theBornite	Deposit.	The	database	contains	a	total	of	32,138	samples	that	have	been	analyzed	for	copper	content	and	26,574	that	have	been	analyzed	forcobalt	content.	During	2014,	Trilogy	geologists	re-logged	and	sampled	37	Kennecott	drill	holes	comprising	approximately	13,000	meters	with	partial	orno	assays.	The	resource	estimate	incorporates	the	results	from	the	2014	field	program	as	well	as	advancements	to	the	3D	geological	model	completedduring	2015.Mineralization	in	the	Ruby	Creek	zone	occurs	as	two	discrete	strata	bound	lenses:	a	Lower	Reef	which	outcrops	and	dips	approximately	10-15	degreesto	the	northeast;	and	an	Upper	Reef	lying	roughly	150+	meters	above	the	Lower	Reef	stratigraphy	and	which	includes	a	small	high-grade	zonehistorically	referred	to	as	the	"No.1	Orebody"	by	Kennecott.	Mineralization	is	hosted	by	a	Devonian	age	carbonate	sequence	containing	broad	zones	ofdolomite	alteration	and	associated	sulfide	mineralization	including	bornite,	chalcopyrite,	and	chalcocite	occurring	as	disseminations	and	veinstockworks	as	well	as	crackle	and	mosaic	breccia	fillings	and	locally	massive	to	semi-massive	replacement	bodies.	The	geological	and	assay	databasehave	been	reviewed	and	audited	by	BDRC	and	SGI.	It	is	of	the	opinion	of	BDRC	and	SGI	that	the	current	drilling	information	is	sufficiently	reliable	tointerpret	with	confidence	the	boundaries	for	copper	mineralization	and	that	the	assay	data	are	sufficiently	reliable	to	support	mineral	resourceestimation.	That	estimationTable	of	Contents68utilizes	two-meter	compositing	of	assays	from	216	drill	holes	completed	between	1961	and	2013.	Estimated	blocks	were	5	x	5	x	5	meters	on	a	side.Sixty	domains	were	established	for	the	estimation,	all	of	which	were	treated	as	hard	boundaries	with	no	mixing	of	data	between	the	domains.	A	seriesof	carbonate	and	phyllite	lithology	domains	together	with	grade	probability	shells	at	2%	copper	and	0.2%	copper	thresholds	were	used	to	constrain	theestimates.	Visual	inspections	of	the	probability	shells	show	that	they	fit	well	with	observed	levels	of	bornite,	chalcocite	and	chalcopyrite	mineralization.Based	on	the	interpreted	local	high-grade	nature	of	the	mineralization,	both	capping	and	outlier	restriction	strategies	were	implemented	to	control	theinfluence	of	high-grade	mineralization	in	the	resource	model.	This	methodology	removed	approximately	3%	of	the	contained	copper	in	the	Ruby	Creekarea	and	7%	of	the	contained	copper	in	the	South	Reef	area.A	total	of	5,366	samples	containing	specific	gravity	measurements	were	utilized	to	estimate	densities	in	the	block	model.	Specific	gravity	values	wereestimated	into	model	blocks	using	inverse	distance	squared	moving	averages	using	the	domains	described	previously.Copper	and	cobalt	grades	in	model	blocks	were	estimated	using	ordinary	kriging.	A	dynamic	search	orientation	strategy	was	utilized,	during	both	gradeand	specific	gravity	interpolations,	which	is	controlled	by	the	interpreted	trends	of	mineralization	in	the	Upper,	Lower	and	South	Reef	zones.	The	blockmodel	has	been	validated	through	a	combination	of	visual	and	statistical	methods	to	ensure	that	the	grade	and	density	estimates	are	an	appropriaterepresentation	of	the	underlying	sample	data.The	Bornite	deposit	comprises	several	zones	of	relatively	continuous	moderate	to	high-grade	copper	mineralization	that	extends	from	surface	todepths	of	more	than	800	m	below	surface.		The	deposit	is	potentially	amenable	to	a	combination	of	open	pit	and	underground	extraction	methods.	It	isimportant	to	recognize	that	these	discussions	of	underground	and	surface	mining	parameters	are	used	solely	for	the	purpose	of	testing	the“reasonable	prospects	for	economic	extraction,”	and	do	not	represent	an	attempt	to	estimate	mineral	reserves.		No	mineral	reserves	have	beencalculated	for	the	Bornite	Project.Indicated	Mineral	Resources	includes	blocks	in	the	model	that	are	potentially	amenable	to	open	pit	extraction	methods	and	are	delineated	by	drillingwith	holes	spaced	at	a	maximum	distance	of	75	meters	and	exhibit	a	relatively	high	degree	of	confidence	in	the	grade	and	continuity	of	mineralization.Resources	in	the	Inferred	category	require	a	minimum	of	one	drill	hole	within	a	maximum	distance	of	100	m	and	exhibit	reasonable	confidence	in	thegrade	and	continuity	of	mineralization.In	the	opinion	of	the	Qualified	Persons,	the	level	of	understanding	of	the	geologic	controls	that	influence	the	distribution	of	copper	mineralization	atthe	Bornite	Deposit	is	relatively	good.		The	drilling,	sampling	and	validation	practices	utilized	by	Trilogy	during	the	various	campaigns	have	beenconducted	in	a	professional	manner	and	adhere	to	accepted	industry	standards.		The	confidence	in	older,	historic,	drilling	conducted	by	Kennecott	hasbeen	demonstrated	through	a	series	of	validation	checks	and,	overall,	the	underlying	database	is	considered	sufficient	for	the	estimation	of	Indicatedand	Inferred	Mineral	Resources.	The	mineral	resources	have	been	estimated	in	conformity	with	generally	accepted	CIM	Estimation	of	MineralResources	and	Mineral	Reserves	Best	Practices	Guidelines	and	are	reported	in	accordance	with	the	Canadian	Securities	Administrators’	NI	43-101.	Mineral	resources	are	not	mineral	reserves	and	do	not	have	demonstrated	economic	viability.		There	is	no	certainty	that	all	or	any	part	of	the	mineralresource	will	be	converted	into	mineral	reserve.	The	estimate	of	mineral	resources	for	the	Bornite	Project	are	summarized	in	“Bornite	Project	–	MineralResource	Statement”.Bornite	Project	-	Mineral	Resource	StatementMineral	Resources	are	classified	in	accordance	with	the	CIM	Definition	Standards	for	Mineral	Resources	and	Mineral	Reserves	(May	2014).Table	of	Contents69Table	6:	Indicated	Resource	Estimate	for	the	Bornite	ProjectSee	“Cautionary	Note	to	United	States	Investors”.		This	section	uses	the	term	“indicated	resources”.	We	advise	United	States	investors	that	these	termsare	not	recognized	by	the	SEC.	United	States	investors	are	cautioned	not	to	assume	that	estimates	of	indicated	mineral	resources	are	economicallyminable	or	will	be	upgraded	into	measured	mineral	resources.	See	“Risk	Factors”	and	“Cautionary	Note	to	United	States	Investors”.Estimate	of	Copper	Mineral	Resources	–	IndicatedType				Cut-off(Cu	%)				M	tonnes				Grade(Cu	%)				ContainedMetal(Mlbs	Cu)		IndicatedIn-Pit(2)	0.5	40.5	1.02	913Notes:1.These	resource	estimates	have	been	prepared	in	accordance	with	NI	43-101	and	the	CIM	Definition	Standards.		Mineral	resources	that	are	notmineral	reserves	do	not	have	demonstrated	economic	viability.		See	“Risk	Factors”	and	“Cautionary	Note	to	United	States	Investors.”2.Resources	stated	as	contained	within	a	pit	shell	developed	using	a	metal	price	of	US$3.00/lb	Cu,	mining	costs	of	US$2.00/tonne,	milling	costsof	US$11/tonne,	G&A	cost	of	US$5.00/tonne,	87%	metallurgical	recoveries	and	an	average	pit	slope	of	43	degrees.3.Rounding	as	required	by	reporting	guidelines	may	result	in	apparent	summation	differences	between	tonnes,	grade	and	contained	metalcontent.4.Tonnage	and	grade	measurements	are	in	metric	units.		Contained	copper	are	reported	as	imperial	pounds.5.All	amounts	are	stated	in	U.S.	dollars	unless	otherwise	noted.6.Mineral	resources	are	reported	on	a	100%	basis.	Following	the	formation	of	Ambler	Metals,	Trilogy	and	South32	each	own	50%	of	the	BorniteProject.Table	7:	Inferred	Resource	Estimate	for	the	Bornite	ProjectSee	“Cautionary	Note	to	United	States	Investors”.		This	section	uses	the	term	“inferred	resources”.	We	advise	United	States	investors	that	these	termsare	not	recognized	by	the	SEC.	The	estimation	of	inferred	resources	involves	far	greater	uncertainty	as	to	their	existence	and	economic	viability	thanthe	estimation	of	other	categories	of	resources.	See	“Risk	Factors”	and	“Cautionary	Note	to	United	States	Investors”.Estimate	of	Copper	Mineral	Resources	–	InferredType				Cut-off(Cu	%)				M	tonnes				Grade(Cu	%)				ContainedMetal(Mlbs	Cu)		InferredIn-Pit	(2)	0.5	84.1	0.95	1,768Below-Pit	(3)	1.5	57.8	2.89	3,683Total	Inferred	141.9	1.74	5,450Table	of	Contents70Notes:1.These	resource	estimates	have	been	prepared	in	accordance	with	NI	43-101	and	the	CIM	Definition	Standards.		See	“Risk	Factors”	and“Cautionary	Note	to	United	States	Investors.”2.Resources	stated	as	contained	within	a	pit	shell	developed	using	a	metal	price	of	US$3.00/lb	Cu,	mining	costs	of	US$2.00/tonne,	milling	costsof	US$11/tonne,	G&A	cost	of	US$5.00/tonne,	87%	metallurgical	recoveries	and	an	average	pit	slope	of	43	degrees.3.Mineral	resources	at	a	1.5%	cut-off	are	considered	as	potentially	economically	viable	in	an	underground	mining	scenario	based	on	an	assumedprojected	copper	price	of	$3.00/lb,	underground	mining	costs	of	$65.00	per	tonne,	milling	costs	of	$11.00	per	tonne,	G&A	of	$5.00	per	tonne,and	an	average	metallurgical	recovery	of	87%.4.Rounding	as	required	by	reporting	guidelines	may	result	in	apparent	summation	differences	between	tonnes,	grade	and	contained	metalcontent.5.Tonnage	and	grade	measurements	are	in	metric	units.		Contained	copper	are	reported	as	imperial	pounds.6.All	amounts	are	stated	in	U.S.	dollars	unless	otherwise	noted.7.Mineral	resources	are	reported	on	a	100%	basis.	Following	the	formation	of	Ambler	Metals,	Trilogy	and	South32	each	own	50%	of	the	BorniteProject.Estimate	of	Cobalt	Mineral	Resources	–	InferredClass				Type				Cut-off(Cu	%)				Tonnes(million)				AverageGradeCo	(%)				ContainedMetalCo	(Mlbs)		InferredIn-Pit(1)	0.5	124.6	0.017	45InferredBelow-Pit	1.5	57.8	0.025	32Inferred	Total			182.4		0.019		771.Resources	stated	as	contained	within	a	pit	shell	developed	using	a	metal	price	of	US$3.00/lb	Cu,	mining	costs	of	US$2.00/tonne,	milling	costsof	US$11/tonne,	G&A	cost	of	US$5.00/tonne,	87%	metallurgical	recoveries	and	an	average	pit	slope	of	43	degrees.2.Mineral	Resources	are	not	Mineral	Reserves	and	do	not	have	demonstrated	economic	viability.	There	is	no	certainty	that	all	or	any	part	of	theMineral	Resources	will	be	converted	into	Mineral	Reserves.3.It	is	reasonably	expected	that	the	majority	of	Inferred	mineral	resources	could	be	upgraded	to	Indicated	mineral	resources	with	additionalexploration.4.Due	to	limited	sample	data,	none	of	the	cobalt	resource	meets	the	confidence	for	Indicated	class	resources.	All	cobalt	resources	areconsidered	in	the	Inferred	category.5.Mineral	resources	are	reported	on	a	100%	basis.	Following	the	formation	of	Ambler	Metals,	Trilogy	and	South32	each	own	50%	of	the	BorniteProject.There	are	no	known	factors	related	to	environmental,	permitting,	legal,	title,	taxation,	socio-economic,	marketing	or	political	issues	which	couldmaterially	affect	the	mineral	resource.Table	of	Contents71Bornite	Project	–	MetallurgyMetallurgical	test	work	to	date	indicates	that	the	Bornite	Project	can	be	treated	using	standard	grinding	and	flotation	methods	to	produce	copperconcentrates.	Initial	testing	indicates	copper	recoveries	of	approximately	87%	resulting	in	concentrate	grades	of	approximately	28%	copper	with	verylow	potential	penalty	elements.	Further	metallurgical	test	work	is	warranted	to	test	these	assumptions.Bornite	Project	–	Environmental	ConsiderationsThe	Bornite	Project	area	includes	NANA’s	Bornite	and	ANCSA	lands,	the	Ruby	Creek	drainage	(a	tributary	of	the	Shungnak	River),	the	Shungnak	Riverdrainage,	and	portions	of	the	Ambler	Lowlands.	Since	2007,	baseline	environmental	data	collection	has	occurred	in	the	area	including	archaeology,aquatic	life	surveys,	sediment	sampling,	wetlands	mapping,	surface	water	quality	sampling,	hydrology,	meteorological	monitoring,	and	subsistence.Additional	baseline	environmental	data	in	NANA’s	Bornite	and	ANCSA	lands,	the	Ruby	Creek	drainage,	the	Shungnak	River	drainage,	portions	of	theAmbler	Lowlands,	and	downstream	receiving	environments	will	be	required	to	support	future	mine	design,	development	of	an	EIS,	permitting,construction	and	operations.Bornite	Project	–	Mining	OperationsThe	Bornite	Project	is	not	currently	in	production;	for	contemplated	exploration	or	development	activities	see	above.Bornite	Project	–	Exploration	and	Development	PermittingDevelopment	of	the	Bornite	Project	will	require	a	significant	number	of	permits	and	authorizations	from	state,	federal,	and	regional	organizations.Much	of	the	groundwork	to	support	a	successful	permitting	effort	must	be	undertaken	prior	to	submission	of	permit	applications	so	that	issues	can	beidentified	and	resolved,	baseline	data	can	be	acquired,	and	regulators	and	stakeholders	can	become	familiar	with	the	proposed	project.	Thecomprehensive	permitting	process	for	the	Bornite	Project	can	be	divided	into	three	categories:1.Exploration	state/regional	permitting:	required	to	obtain	approval	for	drilling,	camp	operations,	engineering,	and	environmental	baselinestudies.2.Pre-application	phase:	conducted	in	conjunction	with	engineering	feasibility	studies.	This	stage	includes	the	collection	of	environmentalbaseline	data	and	interaction	with	stakeholders	and	regulators	to	facilitate	the	development	of	a	project	that	can	be	successfully	permitted.3.The	National	Environmental	Policy	Act	phase:	formal	agency	review	of	the	Federal	and	State	requirements	for	public	and	agency	participationto	determine	if	and	how	the	Bornite	Project	can	be	done	in	an	acceptable	manner.The	permit	review	process	will	determine	the	number	of	management	plans	required	to	address	all	aspects	of	the	Project	to	ensure	compliance	withenvironmental	design	and	permit	criteria.	Each	plan	will	describe	the	appropriate	environmental	engineering	standard	and	the	applicable	operationsrequirements,	maintenance	protocols,	and	response	actions.Glossary	of	Technical	TermsThe	following	technical	terms	defined	in	this	section	are	used	throughout	this	Form	10-K:“AA”	is	atomic	absorption.“Ag”	is	the	chemical	symbol	for	silver.“Ai”	is	abrasion	index.Table	of	Contents72“AMT”	is	audio-magnetotelluric.“Au”	is	the	chemical	symbol	for	gold.“BWi”	is	bond	ball	mill	work	index.“CIM”	is	the	Canadian	Institute	of	Mining,	Metallurgy	and	Petroleum.“Co”	is	the	chemical	symbol	for	cobalt.“Cu”	is	the	chemical	symbol	for	copper.“CuEq”	is	copper	equivalent.“DIGHEM”	is	a	proprietary	geophysical	survey	system."d/a"	is	days	per	annum.“dilution”	is	waste,	which	is	unavoidably	mined	with	ore.“dip”	is	the	angle	of	inclination	of	a	geological	feature/rock	from	the	horizontal.“EM”	is	electromagnetic.“fault”	is	the	surface	of	a	fracture	along	which	movement	has	occurred.“gangue”	are	non-valuable	components	of	the	ore.“grade”	is	the	measure	of	concentration	of	metal	within	mineralized	rock.“g”	is	a	gram.“g/t”	is	grams	per	metric	tonne.“ha”	is	a	hectare.“HDS”	is	high	density	sludge.“ICP”	is	induced	couple	plasma.“ICP-MS”	is	inductively	coupled	plasma-mass	spectroscopy.“ICP-AES”	is	inductively	coupled	plasma-atomic	emission	spectroscopy.“IRR”	is	internal	rate	of	return.“km”	is	a	kilometer.“kWhr”	is	kilowatt	hours.“kV”	is	a	kilovolt.“LOM”	is	the	life-of-mine.“LiDAR”	is	light	detection	and	ranging.Table	of	Contents73“μm”	is	a	micron	or	mircrometer	and	is	one	millionth	of	a	meter.“m”	is	a	meter.“Ma”	is	million	years.“masl”	is	meters	above	sea	level.“ML/ARD”	is	metal	leaching	and	acid	rock	drainage.“mm”	is	a	millimeter.“Mm3”	is	million	cubic	meters.“MS”	is	massive	sulphide.“Mt/a”	is	million	tonnes	per	annum.“MW”	is	million	watts.“NPV”	is	net	present	value.“NSR”	mean	net	smelter	return“ounce”	or	“oz”	is	a	troy	ounce.“Pb”	is	the	chemical	symbol	for	lead.“ppm”	is	parts	per	million.“QA/QC”	is	quality	assurance	and	quality	control.“SAG”	is	semi-autogenous	grind.“SeWTP”	is	a	selenium	water	treatment	plant.“SG”	is	specific	gravity.“SMS”	is	semi-massive	sulphide.“strike”	is	the	duration	of	line	formed	by	the	intersection	of	strata	surfaces	within	the	horizontal	plane,	always	perpendicular	to	the	dip	direction.“tailings”	is	the	finely	ground	waste	rock	from	which	valuable	minerals	or	metals	have	been	extracted.“TMF”	is	a	tailings	management	facility.“tonne"	or	"t”	is	a	metric	tonne:	1,000	kilograms	or	2,204.6	pounds.“t/d”	is	tonnes	per	day.“VMS”	is	volcanogenic	massive	sulphide.“WRCP”	is	a	waste	rock	collection	pond.Table	of	Contents74“WRF”	is	a	waste	rock	facility.“WTP”	is	a	water	treatment	plan.“XRF”	is	x-ray	fluorescence	spectroscopy.“Zn”	is	the	chemical	symbol	for	zinc.Item	3.					LEGAL	PROCEEDINGSFrom	time	to	time,	we	are	a	party	to	routine	litigation	and	proceedings	that	are	considered	part	of	the	ordinary	course	of	business.	We	are	not	awareof	any	material	current,	pending,	or	threatened	litigation.	There	are	no	material	proceedings	pursuant	to	which	any	of	our	directors,	officers	oraffiliates	or	any	owner	of	record	or	beneficial	owner	of	more	than	5%	of	our	securities	or	any	associate	of	any	such	director,	officer	or	security	holder	isa	party	adverse	to	us	or	has	a	material	interest	adverse	to	us.Item	4.					MINE	SAFETY	DISCLOSURESOperations	are	subject	to	regulation	by	the	Federal	Mine	Safety	and	Health	Administration	(“MSHA”)	under	the	Federal	Mine	Safety	and	Health	Act	of1977	(the	“Mine	Act”).		At	our	current	stage	of	exploration,	we	are	not	yet	subject	to	MSHA.Companies	required	to	file	periodic	reports	under	the	Exchange	Act,	that	operate	mines	regulated	under	the	Mine	Act	are	required	to	make	certaindisclosures	pursuant	to	Section	1503(a)	of	Dodd-Frank.		We	have	nothing	to	disclose	pursuant	to	Section	1503(a)	of	Dodd-Frank	for	the	fiscal	yearended	November	30,	2020.Table	of	Contents75PART	IIItem	5.				MARKET	FOR	REGISTRANT’S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	ANDISSUER	PURCHASES	OF	EQUITY	SECURITIESThe	Company’s	common	stock	is	traded	on	the	TSX	and	the	NYSE	American	under	the	symbol	“TMQ”.	As	of	February	11,	2021,	there	were	1,461registered	holders	of	our	Common	Shares.Dividend	PolicyWe	have	not	declared	or	paid	any	dividends	on	our	Common	Shares.	Our	current	business	plan	requires	that	for	the	foreseeable	future,	any	futureearnings	be	reinvested	to	finance	the	growth	and	development	of	our	business.	We	will	not	declare	or	pay	any	dividends	until	such	time	as	our	cashflow	exceeds	our	capital	requirements	and	will	depend	upon,	among	other	things,	conditions	then	existing	including	earnings,	financial	condition,restrictions	in	financing	arrangements,	business	opportunities	and	conditions	and	other	factors,	or	our	Board	determines	that	our	shareholders	couldmake	better	use	of	the	cash.Unregistered	Sales	of	Equity	SecuritiesNone.Repurchase	of	SecuritiesDuring	fiscal	year	2020,	neither	Trilogy	nor	any	affiliate	of	Trilogy	repurchased	Trilogy	Common	Shares.Exchange	ControlsThere	are	no	governmental	laws,	decrees	or	regulations	in	Canada	that	restrict	the	export	or	import	of	capital,	including	foreign	exchange	controls,	orthat	affect	the	remittance	of	dividends,	interest	or	other	payments	to	non-resident	holders	of	the	securities	of	Trilogy,	other	than	Canadianwithholding	tax.Certain	Canadian	Federal	Income	Tax	Considerations	for	U.S.	HoldersThe	following	is	a	general	summary	of	the	principal	Canadian	federal	income	tax	considerations	generally	applicable	under	Income	Tax	Act	(Canada)(the	“Tax	Act”)	to	a	holder	of	Common	Shares,	each	of	whom,	at	all	relevant	times,	for	the	purposes	of	the	Tax	Act,	holds	such	Common	Shares	ascapital	property,	deals	at	arm’s	length	with	the	Company,	is	not	affiliated	with	the	Company	and,	for	purposes	of	the	Tax	Act,	is	not,	is	not	deemed	tobe,	a	resident	of	Canada	and	has	not	and	will	not	use	or	hold	or	be	deemed	to	use	or	hold	the	Common	Shares	in	the	course	of	carrying	on	business	inCanada	(a	“Non-Resident	Holder”)	and	is	not	a	“specified	shareholder”	(as	defined	in	subsection	18(15)	of	the	Tax	Act.	A	“specified	shareholder”	forthese	purposes	generally	includes	a	person	who	(either	alone	or	together	with	persons	with	whom	that	person	is	not	dealing	at	arm’s	length	forpurposes	of	the	Tax	Act)	owns	or	has	the	right	to	acquire	or	control	25%	or	more	of	the	Common	Shares	determined	on	a	votes	or	fair	market	valuebasis.	Special	rules,	which	are	not	discussed	below,	may	apply	to	a	non-resident	of	Canada	that	is	an	insurer	which	carries	on	business	in	Canada	andelsewhere.The	Common	Shares	will	generally	be	considered	capital	property	to	a	Non-Resident	Holder	unless	either	(i)	the	Non-Resident	Holder	holds	theCommon	Shares	in	the	course	of	carrying	on	a	business	of	buying	and	selling	securities	or	(ii)	the	Non-Resident	Holder	has	acquired	the	CommonShares	in	a	transaction	or	transactions	considered	to	be	an	adventure	or	concern	in	the	nature	of	trade.The	term	“U.S.	Holder,”	for	the	purposes	of	this	section,	means	a	Non-Resident	Holder	who,	for	purposes	of	the	Canada-United	States	TaxConvention	(1980)	as	amended,	(the	“Convention”),	is	at	all	relevant	times	a	resident	of	the	UnitedTable	of	Contents76States	and	is	a	“qualifying	person”	within	the	meaning	of	the	Convention.	In	some	circumstances,	fiscally	transparent	entities	(including	limited	liabilitycompanies)	will	be	entitled	to	benefits	under	the	Convention.	U.S.	Holders	are	urged	to	consult	with	their	own	tax	advisors	to	determine	theirentitlement	to	benefits	under	the	Convention	based	on	their	particular	circumstances.This	summary	is	based	on	the	current	provisions	of	the	Tax	Act,	the	regulations	thereunder	(the	“Regulations”),	the	current	provisions	of	theConvention,	counsel’s	understanding	of	the	current	published	administrative	policies	and	assessing	practices	of	the	Canada	Revenue	Agency	(the“CRA”)	publicly	available	prior	to	the	date	hereof.	This	summary	also	takes	into	account	all	specific	proposals	to	amend	the	Tax	Act	and	Regulationspublicly	announced	by	or	on	behalf	of	the	Minister	of	Finance	(Canada)	prior	to	the	date	hereof	(collectively,	the	“Proposed	Tax	Amendments”).	Noassurances	can	be	given	that	the	Proposed	Tax	Amendments	will	be	enacted	or	will	be	enacted	as	proposed.	Other	than	the	Proposed	TaxAmendments,	this	summary	does	not	take	into	account	or	anticipate	any	changes	in	law	or	the	administration	policies	or	assessing	practice	of	CRA,whether	by	judicial,	legislative,	governmental	or	administrative	decision	or	action,	nor	does	it	take	into	account	provincial,	territorial	or	foreign	incometax	legislation	or	considerations,	which	may	differ	significantly	from	those	discussed	herein.This	summary	is	of	a	general	nature	only	and	is	not	intended	to	be,	nor	should	it	be	construed	to	be,	legal	or	tax	advice	to	any	particular	Non-Resident	Holder	and	no	representations	with	respect	to	the	income	tax	consequences	to	any	particular	Non-Resident	Holder	are	made.	Thissummary	is	not	exhaustive	of	all	Canadian	federal	income	tax	considerations.	Accordingly,	Non-Resident	Holders	should	consult	their	own	taxadvisors	with	respect	to	their	own	particular	circumstances.	The	discussion	below	is	qualified	accordingly.Currency	ConversionSubject	to	certain	exceptions	that	are	not	discussed	herein,	for	purposes	of	the	Tax	Act,	all	amounts	relating	to	the	acquisition,	holding	or	disposition	ofCommon	Shares,	including	dividends,	adjusted	cost	base	and	proceeds	of	dispositions	must	be	determined	in	Canadian	dollars	using	the	daily	exchangerate	of	the	Bank	of	Canada	on	the	particular	date	the	particular	amount	arose	or	such	other	rate	of	exchange	as	acceptable	to	the	CRA.Disposition	of	Common	SharesA	Non-Resident	Holder	will	not	be	subject	to	tax	under	the	Tax	Act	in	respect	of	any	capital	gain	realized	by	such	Non-Resident	Holder	on	a	dispositionof	the	Common	Shares,	nor	will	capital	losses	arising	from	the	disposition	be	recognized	under	the	Tax	Act,	unless	the	Common	Shares	constitute“taxable	Canadian	property”	(as	defined	in	the	Tax	Act)	of	the	Non-Resident	Holder	at	the	time	of	disposition	and	the	Non-Resident	Holder	is	notentitled	to	relief	under	an	applicable	income	tax	treaty	or	convention.	As	long	as	the	shares	are	then	listed	on	a	“designated	stock	exchange”	(asdefined	in	the	Tax	Act)	(which	currently	includes	the	TSX	and	the	NYSE	American)	at	the	time	of	disposition,	the	Common	Shares	generally	will	notconstitute	taxable	Canadian	property	of	a	Non-Resident	Holder,	unless	at	any	time	during	the	60-month	period	immediately	preceding	the	dispositionthe	following	two	conditions	are	met	concurrently:	(i)	the	Non-Resident	Holder,	persons	with	whom	the	Non-Resident	Holder	did	not	deal	at	arm’slength,	partnerships	in	which	the	Non-Resident	Holder	or	persons	with	whom	the	Non-Resident	Holder	did	not	deal	at	arm’s	length	holds	amembership	interest	directly	or	indirectly	through	one	or	more	partnerships,	or	the	Non-Resident	Holder	together	with	all	such	persons,	owned	or	wasconsidered	to	own	25%	or	more	of	the	issued	shares	of	any	class	or	series	of	shares	of	the	capital	stock	of	the	Company;	and	(ii)	more	than	50%	of	thefair	market	value	of	the	Common	Shares	was	derived	directly	or	indirectly	from	one	or	any	combination	of	real	or	immovable	property	situated	inCanada,	“Canadian	resource	properties”	(as	defined	in	the	Tax	Act),	“timber	resource	properties”	(as	defined	in	the	Tax	Act)	or	a	options	in	respect	of,or	interests	in,	or	civil	law	rights	in,	such	properties,	whether	or	not	it	exists.If	the	Common	Shares	are	taxable	Canadian	property	to	a	Non-Resident	Holder,	any	capital	gain	realized	on	the	disposition	or	deemed	disposition	ofsuch	shares,	may	not	be	subject	to	Canadian	federal	income	tax	pursuant	to	the	terms	of	an	applicable	income	tax	treaty	or	convention	betweenCanada	and	the	country	of	residence	of	a	Non-Resident	Holder,	including	the	Convention.Table	of	Contents77A	Non-Resident	Holder	whose	shares	are	taxable	Canadian	property	should	consult	their	own	advisors.Dividends	on	Common	SharesUnder	the	Tax	Act,	dividends	on	Common	Shares	paid	or	credited	to	a	Non-Resident	Holder	will	be	subject	to	Canadian	withholding	tax	at	the	rate	of25%	of	the	gross	amount	of	the	dividends.	This	withholding	tax	may	be	reduced	pursuant	to	the	terms	of	an	applicable	income	tax	treaty	or	conventionbetween	Canada	and	the	country	of	residence	of	a	Non-Resident	Holder.	Under	the	Convention,	a	U.S.	Holder	will	generally	be	subject	to	Canadianwithholding	tax	at	a	rate	of	15%	of	the	gross	amount	of	such	dividends	(or	5%	in	the	case	of	a	U.S.	Holder	that	is	a	company	beneficially	owning	at	least10%	of	the	Company’s	voting	shares).	In	addition,	under	the	Convention,	dividends	may	be	exempt	from	Canadian	non-resident	withholding	tax	if	paidto	certain	U.S.	Holders	that	are	qualifying	religious,	scientific,	literary,	educational	or	charitable	tax-exempt	organizations	and	qualifying	trusts,companies,	organizations	or	arrangements	operated	exclusively	to	administer	or	provide	pension,	retirement	or	employee	benefits	that	are	exemptfrom	tax	in	the	United	States	and	that	have	complied	with	specific	administrative	procedures.Certain	U.S.	Federal	Income	Tax	ConsiderationsThe	following	is	a	general	summary	of	certain	anticipated	U.S.	federal	income	tax	considerations	applicable	to	a	U.S.	Holder	(as	defined	below)	arisingfrom	and	relating	to	the	acquisition,	ownership	and	disposition	of	Common	Shares.This	summary	is	for	general	information	purposes	only	and	does	not	purport	to	be	a	complete	analysis	or	listing	of	all	potential	U.S.	federal	income	taxconsiderations	that	may	apply	to	a	U.S.	Holder	as	a	result	of	acquisition	of	Common	Shares.	Furthermore,	this	summary	does	not	take	into	account	theindividual	facts	and	circumstances	of	any	particular	U.S.	Holder	that	may	affect	the	U.S.	federal	income	tax	considerations	applicable	to	such	U.S.Holder	of	Common	Shares.	Except	as	specified	below,	this	summary	does	not	discuss	applicable	tax	reporting	requirements.	Accordingly,	this	summaryis	not	intended	to	be,	and	should	not	be	construed	as,	legal	or	U.S.	federal	income	tax	advice	with	respect	to	any	U.S.	Holder.	U.S.	Holders	shouldconsult	their	own	tax	advisors	regarding	the	U.S.	federal,	U.S.	state	and	local,	and	foreign	tax	consequences	relating	to	the	acquisition,	ownership	anddisposition	of	Common	Shares.No	ruling	from	the	U.S.	Internal	Revenue	Service	(the	“IRS”)	or	legal	opinion	has	been	requested,	or	will	be	obtained,	regarding	the	potential	U.S.federal	income	tax	considerations	applicable	to	U.S.	Holders	as	discussed	in	this	summary.	This	summary	is	not	binding	on	the	IRS,	and	the	IRS	is	notprecluded	from	taking	a	position	that	is	different	from,	and	contrary	to,	the	positions	taken	in	this	summary.	In	addition,	because	the	authorities	onwhich	this	summary	is	based	are	subject	to	various	interpretations,	the	IRS	and	the	U.S.	courts	could	disagree	with	one	or	more	of	the	positions	takenin	this	summary.Scope	of	this	SummaryAuthoritiesThis	summary	is	based	on	the	U.S.	Internal	Revenue,	as	amended	(“Code”),	regulations	promulgated	by	the	Department	of	the	Treasury	(whether	final,temporary	or	proposed)	(“Treasury	Regulations”),	U.S.	court	decisions,	published	rulings	and	administrative	positions	of	the	IRS,	and	the	Convention,that	are	applicable	and,	in	each	case,	in	effect	as	of	the	date	of	this	document.	Any	of	the	authorities	on	which	this	summary	is	based	could	be	changedin	a	material	and	adverse	manner	at	any	time,	and	any	such	change	could	be	applied	on	a	retroactive	or	prospective	basis,	which	could	affect	the	U.S.federal	income	tax	considerations	described	in	this	summary.	This	summary	does	not	discuss	the	potential	effects,	whether	adverse	or	beneficial,	ofany	proposed	legislation	that,	if	enacted,	could	be	applied	on	a	retroactive	basis.U.S.	HoldersFor	purposes	of	this	section,	a	“U.S.	Holder”	is	a	beneficial	owner	of	Common	Shares	that,	for	U.S.	federal	income	tax	purposes,	is	(a)	an	individual	whois	a	citizen	or	resident	of	the	United	States	for	U.S.	federal	income	tax	purposes;	(b)	a	corporation,	or	other	entity	classified	as	a	corporation	for	U.S.federal	income	tax	purposes,	that	is	created	or	organizedTable	of	Contents78in	or	under	the	laws	of	the	United	States	or	any	state	in	the	United	States,	including	the	District	of	Columbia;	(c)	an	estate	if	the	income	of	such	estateis	subject	to	U.S.	federal	income	tax	regardless	of	the	source	of	such	income;	or	(d)	a	trust	if	(i)	such	trust	has	validly	elected	to	be	treated	as	a	U.S.person	for	U.S.	federal	income	tax	purposes,	or	(ii)	a	U.S.	court	is	able	to	exercise	primary	supervision	over	the	administration	of	such	trust	and	one	ormore	U.S.	persons	have	the	authority	to	control	all	substantial	decisions	of	such	trust.Non-U.S.	HoldersFor	purposes	of	this	summary,	a	“Non-U.S.	Holder”	is	a	beneficial	owner	of	Common	Shares	that	is	neither	a	U.S.	Holder	nor	a	U.S.	partnership	(orother	“pass-through”	entity).	This	summary	does	not	address	the	U.S.	federal	income	tax	considerations	applicable	to	Non-U.S.	Holders	relating	to	theacquisition,	ownership	and	disposition	of	Common	Shares.	Accordingly,	Non-U.S.	Holders	should	consult	their	own	tax	advisors	regarding	the	U.S.federal,	U.S.	state	and	local,	and	foreign	tax	consequences	(including	the	potential	application	of	and	operation	of	any	tax	treaties)	relating	to	theacquisition,	ownership,	and	disposition	of	Common	Shares.U.S.	Holders	Subject	to	Special	U.S.	Federal	Income	Tax	Rules	Not	AddressedThis	summary	does	not	address	the	U.S.	federal	income	tax	considerations	applicable	to	U.S.	Holders	that	are	subject	to	special	provisions	under	theCode,	including	(a)	U.S.	Holders	that	are	tax-exempt	organizations,	qualified	retirement	plans,	individual	retirement	accounts	or	other	tax-deferredaccounts;	(b)	U.S.	Holders	that	are	financial	institutions,	underwriters,	insurance	companies,	real	estate	investment	trusts	or	regulated	investmentcompanies	or	that	are	broker-dealers,	dealers,	or	traders	in	securities	or	currencies	that	elect	to	apply	a	mark-to-market	accounting	method;	(c)	U.S.Holders	that	have	a	“functional	currency”	other	than	the	U.S.	dollar;	(d)	U.S.	Holders	that	own	Common	Shares	as	part	of	a	straddle,	hedgingtransaction,	conversion	transaction,	constructive	sale	or	other	arrangement	involving	more	than	one	position;	(e)	U.S.	Holders	that	acquired	CommonShares	in	connection	with	the	exercise	of	employee	stock	options	or	otherwise	as	compensation	for	services;	(f)	U.S.	Holders	that	hold	Common	Sharesother	than	as	a	capital	asset	(generally	property	held	for	investment	purposes)	within	the	meaning	of	Section	1221	of	the	Code;	(g)	U.S.	Holders	thatare	required	to	accelerate	the	recognition	of	any	item	of	gross	income	with	respect	to	Common	Shares	as	a	result	of	such	income	being	recognized	onan	applicable	financial	statement;	or	(h)	U.S.	Holders	that	own,	directly,	indirectly	or	by	attribution,	10%	or	more,	by	voting	power	or	value,	of	theoutstanding	shares	of	the	Company.	The	summary	below	also	does	not	address	the	impact	on	persons	who	are	U.S.	expatriates	or	former	long-termresidents	of	the	United	States	subject	to	Section	877	of	the	Code.	U.S.	Holders	and	others	that	are	subject	to	special	provisions	under	the	Code,including	U.S.	Holders	described	immediately	above,	should	consult	their	own	tax	advisors.If	an	entity	that	is	classified	as	a	partnership	(or	other	“pass-through”	entity)	for	U.S.	federal	income	tax	purposes	holds	Common	Shares,	the	U.S.federal	income	tax	consequences	applicable	to	such	partnership	(or	“pass-through”	entity)	and	the	partners	of	such	partnership	(or	owners	of	such“pass-through”	entity)	generally	will	depend	on	the	activities	of	the	partnership	(or	“pass-through”	entity)	and	the	status	of	such	partners	(or	owners).Partners	of	entities	that	are	classified	as	partnerships	(and	owners	of	“pass-through”	entities)	for	U.S.	federal	income	tax	purposes	should	consult	theirown	tax	advisors	regarding	the	U.S.	federal	income	tax	consequences	relating	to	the	acquisition,	ownership	and	disposition	of	Common	Shares.Tax	Consequences	Other	than	U.S.	Federal	Income	Tax	Consequences	Not	AddressedThis	summary	does	not	address	the	U.S.	state	and	local,	U.S.	estate	and	gift,	U.S.	alternative	minimum	tax,	or	foreign	tax	consequences	to	U.S.	Holdersrelating	to	the	acquisition,	ownership,	and	disposition	of	Common	Shares.	Each	U.S.	Holder	should	consult	its	own	tax	advisor	regarding	the	U.S.	stateand	local,	U.S.	estate	and	gift,	U.S.	federal	alternative	minimum	tax	and	foreign	tax	consequences	relating	to	the	acquisition,	ownership,	anddisposition	of	Common	Shares.Table	of	Contents79U.S.	Federal	Income	Tax	Consequences	of	the	Acquisition,	Ownership	and	Disposition	of	Common	SharesDistributions	on	Common	SharesSubject	to	the	PFIC	rules	discussed	below,	a	U.S.	Holder	that	receives	a	distribution,	including	a	constructive	distribution,	with	respect	to	a	CommonShare	will	be	required	to	include	the	amount	of	such	distribution	in	gross	income	as	a	dividend	(without	reduction	for	any	Canadian	income	taxwithheld	from	such	distribution)	to	the	extent	of	the	current	or	accumulated	“earnings	and	profits”	of	the	Company,	as	computed	for	U.S.	federalincome	tax	purposes.	To	the	extent	that	a	distribution	exceeds	the	current	and	accumulated	“earnings	and	profits”	of	the	Company,	such	distributionwill	be	treated	first	as	a	tax-free	return	of	capital	to	the	extent	of	a	U.S.	Holder’s	tax	basis	in	the	Common	Shares	and	thereafter	as	a	gain	from	the	saleor	exchange	of	such	Common	Shares	(see	“Sale	or	Other	Taxable	Disposition	of	Common	Shares”	below).	However,	the	Company	does	not	intend	tomaintain	the	calculations	of	earnings	and	profits	in	accordance	with	U.S.	federal	income	tax	principles,	and	each	U.S.	Holder	should	therefore	assumethat	any	distribution	by	the	Company	with	respect	to	the	Common	Shares	will	constitute	ordinary	dividend	income.	Subject	to	applicable	limitations,dividends	paid	by	the	Company	to	non-corporate	U.S.	Holders,	including	individuals,	generally	will	be	eligible	for	the	preferential	tax	rates	applicable	tolong-term	capital	gains	for	dividends,	provided	certain	holding	period	and	other	conditions	are	satisfied,	including	that	the	Company	not	be	classified	asa	PFIC	(as	discussed	below)	in	the	tax	year	of	distribution	or	in	the	preceding	tax	year.	Dividends	received	on	Common	Shares	by	corporate	U.S.	Holderswill	not	be	eligible	for	the	“dividends	received	deduction”.	The	dividend	rules	are	complex,	and	each	U.S.	Holder	should	consult	its	own	tax	advisorregarding	the	application	of	such	rules.Sale	or	Other	Taxable	Disposition	of	Common	SharesSubject	to	the	PFIC	rules	discussed	below,	upon	the	sale	or	other	taxable	disposition	of	Common	Shares	a	U.S.	Holder	generally	will	recognize	capitalgain	or	loss	in	an	amount	equal	to	the	difference	between	(a)	the	amount	of	cash	plus	the	fair	market	value	of	any	property	received	and	(b)	its	taxbasis	in	such	Common	Shares	sold	or	otherwise	disposed	of.	Such	gain	generally	will	be	treated	as	“U.S.	source”	for	purposes	of	applying	the	U.S.foreign	tax	credit	rules	unless	the	gain	is	subject	to	tax	in	Canada	and	is	re-sourced	as	“foreign	source”	under	the	Convention	and	such	U.S.	Holderelects	to	treat	such	gain	or	loss	as	“foreign	source”	(see	a	more	detailed	discussion	at	“Foreign	Tax	Credit”	below).	Any	such	gain	or	loss	generally	willbe	capital	gain	or	loss,	which	will	be	long-term	capital	gain	or	loss	if,	at	the	time	of	the	sale	or	other	disposition,	such	Common	Shares	are	held	for	morethan	one	year.	Preferential	tax	rates	apply	to	long-term	capital	gains	of	a	U.S.	Holder	that	is	an	individual,	estate,	or	trust.	There	are	currently	nopreferential	tax	rates	for	long-term	capital	gains	of	a	U.S.	Holder	that	is	a	corporation.	Deductions	for	capital	losses	are	subject	to	significant	limitationsunder	the	Code.Foreign	Tax	CreditSubject	to	the	PFIC	rules	discussed	below,	a	U.S.	Holder	that	pays	(whether	directly	or	through	withholding)	Canadian	income	tax	with	respect	todividends	paid	on	Common	Shares	generally	will	be	entitled,	at	the	election	of	such	U.S.	Holder,	to	receive	either	a	deduction	or	a	credit	for	suchCanadian	income	tax.	Generally,	a	credit	will	reduce	a	U.S.	Holder’s	U.S.	federal	income	tax	liability	on	a	dollar-for-dollar	basis,	whereas	a	deduction	willreduce	a	U.S.	Holder’s	income	that	is	subject	to	U.S.	federal	income	tax.	This	election	is	made	on	a	year-by-year	basis	and	applies	to	all	foreign	taxespaid	(whether	directly	or	through	withholding)	by	a	U.S.	Holder	during	a	year.	The	foreign	tax	credit	rules	are	complex	and	involve	the	application	ofrules	that	depend	on	a	U.S.	Holder’s	particular	circumstances.	Accordingly,	each	U.S.	Holder	should	consult	its	own	U.S.	tax	advisors	regarding	theforeign	tax	credit	rules.Receipt	of	Foreign	CurrencyThe	amount	of	any	distribution	paid	in	foreign	currency	to	a	U.S.	Holder	in	connection	with	the	ownership	of	Common	Shares,	or	on	the	sale,	exchangeor	other	taxable	disposition	of	Common	Shares,	generally	will	be	equal	to	the	U.S.	dollar	value	of	such	foreign	currency	based	on	the	exchange	rateapplicable	on	the	date	of	actual	or	constructive	receipt	(regardless	of	whether	such	foreign	currency	is	converted	into	U.S.	dollars	at	that	time).	If	theforeign	currency	receivedTable	of	Contents80is	not	converted	into	U.S.	dollars	on	the	date	of	receipt,	a	U.S.	Holder	will	have	a	basis	in	the	foreign	currency	equal	to	its	U.S.	dollar	value	on	the	dateof	receipt.	A	U.S.	Holder	that	receives	foreign	currency	and	converts	such	foreign	currency	into	U.S.	dollars	at	a	conversion	rate	other	than	the	rate	ineffect	on	the	date	of	receipt	may	have	a	foreign	currency	exchange	gain	or	loss,	which	generally	would	be	treated	as	U.S.	source	ordinary	income	orloss	for	foreign	tax	credit	purposes.	Different	rules	apply	to	U.S.	Holders	who	use	the	accrual	method	of	tax	accounting.	U.S.	Holders	should	consulttheir	own	U.S.	tax	advisors	regarding	the	U.S.	federal	income	tax	consequences	of	receiving,	owning	and	disposing	of	foreign	currency.Additional	Tax	on	Passive	IncomeIndividuals,	estates	and	certain	trusts	whose	income	exceeds	certain	thresholds	will	be	required	to	pay	a	3.8%	Medicare	surtax	on	“net	investmentincome”	including,	among	other	things,	dividends	and	net	gain	from	disposition	of	property	(other	than	property	held	in	certain	trades	or	businesses).Special	rules	apply	to	PFICs.	U.S.	Holders	should	consult	with	their	own	tax	advisors	regarding	the	effect,	if	any,	of	this	tax	on	their	ownership	anddisposition	of	Common	Shares.Passive	Foreign	Investment	Company	RulesIf	the	Company	is	considered	a	PFIC	within	the	meaning	of	Section	1297	of	the	Code	at	any	time	during	a	U.S.	Holder’s	holding	period,	then	certaindifferent	and	potentially	adverse	tax	consequences	would	apply	to	such	U.S.	Holder’s	acquisition,	ownership	and	disposition	of	Common	Shares.PFIC	Status	of	the	CompanyThe	Company	generally	will	be	a	PFIC	if,	for	a	given	tax	year,	(a)	75%	or	more	of	the	gross	income	of	the	Company	for	such	tax	year	is	passive	income	or(b)	50%	or	more	of	the	assets	held	by	the	Company	either	produce	passive	income	or	are	held	for	the	production	of	passive	income,	based	on	the	fairmarket	value	of	such	assets.	“Gross	income”	generally	includes	all	revenues	less	the	cost	of	goods	sold	plus	income	from	investments	and	fromincidental	or	outside	operations	or	sources,	and	“passive	income”	includes,	for	example,	dividends,	interest,	certain	rents	and	royalties,	certain	gainsfrom	the	sale	of	stock	and	securities,	and	certain	gains	from	commodities	transactions.	Active	business	gains	arising	from	the	sale	of	commoditiesgenerally	are	excluded	from	passive	income	if	substantially	all	(85%	or	more)	of	a	foreign	corporation’s	commodities	are	stock	in	trade	or	inventory,depreciable	property	used	in	a	trade	or	business,	or	supplies	regularly	used	or	consumed	in	a	trade	or	business,	and	certain	other	requirements	aresatisfied.For	purposes	of	the	PFIC	income	test	and	asset	test	described	above,	if	the	Company	owns,	directly	or	indirectly,	25%	or	more	of	the	total	value	of	theoutstanding	shares	of	another	corporation,	the	Company	will	be	treated	as	if	it	(a)	held	a	proportionate	share	of	the	assets	of	such	other	corporationand	(b)	received	directly	a	proportionate	share	of	the	income	of	such	other	corporation.	In	addition,	for	purposes	of	the	PFIC	income	test	and	asset	testdescribed	above,	“passive	income”	does	not	include	any	interest,	dividends,	rents	or	royalties	that	are	received	or	accrued	by	the	Company	from	a“related	person”	(as	defined	in	Section	954(d)(3)	of	the	Code),	to	the	extent	such	items	are	properly	allocable	to	the	income	of	such	related	person	thatis	not	passive	income.Under	certain	attribution	rules,	if	the	Company	is	a	PFIC,	U.S.	Holders	will	be	deemed	to	own	their	proportionate	share	of	any	subsidiary	of	theCompany	which	is	also	a	PFIC	(a	“Subsidiary	PFIC”),	and	will	be	subject	to	U.S.	federal	income	tax	on	(a)	a	distribution	on	the	shares	of	a	Subsidiary	PFICand	(b)	a	disposition	of	shares	of	a	Subsidiary	PFIC,	both	as	if	the	U.S.	Holder	directly	held	the	shares	of	such	Subsidiary	PFIC.The	Company	believes	that	it	was	not	a	PFIC	for	the	tax	years	ended	November	30,	2015,	2016,	2017	and	2020.	The	Company	believes	it	was	a	PFIC	forthe	tax	years	ended	November	30,	2018	and	2019	and	may	be	a	PFIC	in	future	tax	years.	No	opinion	of	legal	counsel	or	ruling	from	the	IRS	concerningthe	status	of	the	Company	as	a	PFIC	has	been	obtained	or	is	currently	planned	to	be	requested.	The	determination	of	whether	the	Company	(or	asubsidiary	of	the	Company)	was,	or	will	be,	a	PFIC	for	a	tax	year	depends,	in	part,	on	the	application	of	complex	U.S.	federal	income	tax	rules,	which	aresubject	to	differing	interpretations.	In	addition,	whether	the	Company	(or	subsidiary)	will	be	a	PFIC	for	any	tax	year	depends	on	the	assets	and	incomeof	the	Company	(and	each	such	subsidiary)	over	the	course	of	each	suchTable	of	Contents81tax	year	and,	as	a	result,	cannot	be	predicted	with	certainty	as	of	the	date	of	this	document.	Accordingly,	there	can	be	no	assurance	that	the	IRS	willnot	challenge	any	determination	made	by	the	Company	(or	subsidiary)	concerning	its	PFIC	status	or	that	the	Company	(and	any	subsidiary)	was	not,	orwill	not	be,	a	PFIC	for	any	tax	year.	U.S.	Holders	should	consult	their	own	tax	advisors	regarding	the	PFIC	status	of	the	Company	and	any	subsidiary	ofthe	Company.Default	PFIC	Rules	under	Section	1291	of	the	CodeIf	the	Company	is	a	PFIC,	the	U.S.	federal	income	tax	consequences	to	a	U.S.	Holder	of	the	acquisition,	ownership	and	disposition	of	Common	Shareswill	depend	on	whether	such	U.S.	Holder	makes	a	QEF	election	or	makes	a	mark-to-market	election	under	Section	1296	of	the	Code	(a	“Mark-to-Market	Election”)	with	respect	to	Common	Shares.	A	U.S.	Holder	that	does	not	make	either	a	QEF	Election	or	a	Mark-to-Market	Election	will	bereferred	to	in	this	summary	as	a	“Non-Electing	U.S.	Holder”.A	Non-Electing	U.S.	Holder	will	be	subject	to	the	rules	of	Section	1291	of	the	Code	with	respect	to	(a)	any	gain	recognized	on	the	sale	or	other	taxabledisposition	of	Common	Shares	and	(b)	any	excess	distribution	paid	on	the	Common	Shares.	A	distribution	generally	will	be	an	“excess	distribution”	tothe	extent	that	such	distribution	(together	with	all	other	distributions	received	in	the	current	tax	year)	exceeds	125%	of	the	average	distributionsreceived	during	the	three	preceding	tax	years	(or	during	a	U.S.	Holder’s	holding	period	for	the	Common	Shares,	if	shorter).If	the	Company	is	a	PFIC,	under	Section	1291	of	the	Code	any	gain	recognized	on	the	sale	or	other	taxable	disposition	of	Common	Shares	(including	anindirect	disposition	of	shares	of	a	Subsidiary	PFIC),	and	any	excess	distribution	paid	on	Common	Shares	(or	a	distribution	by	a	Subsidiary	PFIC	to	itsshareholder	that	is	deemed	to	be	received	by	a	U.S.	Holder)	must	be	ratably	allocated	to	each	day	of	a	Non-Electing	U.S.	Holder’s	holding	period	for	theCommon	Shares.	The	amount	of	any	such	gain	or	excess	distribution	allocated	to	the	tax	year	of	disposition	or	excess	distribution	and	to	years	beforethe	Company	became	a	PFIC,	if	any,	would	be	taxed	as	ordinary	income.	The	amounts	allocated	to	any	other	tax	year	would	be	subject	to	U.S.	federalincome	tax	at	the	highest	tax	applicable	to	ordinary	income	in	each	such	year,	and	an	interest	charge	would	be	imposed	on	the	tax	liability	for	eachsuch	year,	calculated	as	if	such	tax	liability	had	been	due	in	each	such	year.	A	Non-Electing	U.S.	Holder	that	is	not	a	corporation	must	treat	any	suchinterest	paid	as	“personal	interest”,	which	is	not	deductible.If	the	Company	is	a	PFIC	for	any	tax	year	during	which	a	Non-Electing	U.S.	Holder	holds	Common	Shares,	the	Company	will	continue	to	be	treated	as	aPFIC	with	respect	to	such	Non-Electing	U.S.	Holder,	regardless	of	whether	the	Company	ceases	to	be	a	PFIC	in	one	or	more	subsequent	years.	If	theCompany	ceases	to	be	a	PFIC,	a	Non-Electing	U.S.	Holder	may	terminate	this	deemed	PFIC	status	with	respect	to	Common	Shares	by	electing	torecognize	gain	(which	will	be	taxed	under	the	rules	of	Section	1291	of	the	Code	discussed	above)	as	if	such	Common	Shares	were	sold	on	the	last	day	ofthe	last	tax	year	for	which	the	Company	was	a	PFIC.Under	proposed	Treasury	Regulations,	if	a	U.S.	Holder	has	an	option,	warrant	or	other	right	to	acquire	stock	of	a	PFIC,	such	option,	warrant	or	right	isconsidered	to	be	PFIC	stock	subject	to	the	default	rules	of	Section	1291	of	the	Code.	Under	rules	described	below,	if	the	Company	was	a	PFIC,	theholding	period	for	the	option,	warrant	or	other	right	would	begin	on	the	day	after	the	date	a	U.S.	Holder	acquired	the	option,	warrant	or	other	right.This	would	impact	the	availability	of	the	QEF	Election	and	Mark-to-Market	Election	with	respect	to	an	option,	warrant	or	other	right.	Thus,	a	U.S.Holder	would	have	to	account	for	an	option,	warrant	or	other	right	and	Common	Shares	under	the	PFIC	rules	and	the	applicable	elections	differently(see	discussion	below	under	“QEF	Election”	and	“Market-to-Market	Election”.)QEF	ElectionIn	the	event	the	Company	is	a	PFIC	and	a	U.S.	Holder	makes	a	QEF	Election	for	the	first	tax	year	in	which	its	holding	period	of	its	Common	Sharesbegins,	such	U.S.	Holder	generally	will	not	be	subject	to	the	rules	of	Section	1291	of	the	Code	discussed	above	with	respect	to	its	Common	Shares.However,	a	U.S.	Holder	that	makes	a	QEF	Election	will	be	subject	to	U.S.	federal	income	tax	on	such	U.S.	Holder’s	pro	rata	share	of	(a)	the	net	capitalgain	of	the	Company,	which	will	be	taxed	as	long-term	capital	gain	to	such	U.S.	Holder,	and	(b)	the	ordinary	earnings	of	the	Company,	which	will	betaxed	asTable	of	Contents82ordinary	income	to	such	U.S.	Holder.	Generally,	“net	capital	gain”	is	the	excess	of	(a)	net	long-term	capital	gain	over	(b)	net	short-term	capital	gain,	and“ordinary	earnings”	are	the	excess	of	(a)	“earnings	and	profits”	over	(b)	net	capital	gain.	A	U.S.	Holder	that	makes	a	QEF	Election	will	be	subject	to	U.S.federal	income	tax	on	such	amounts	for	each	tax	year	in	which	the	Company	is	a	PFIC,	regardless	of	whether	such	amounts	are	actually	distributed	tosuch	U.S.	Holder	by	the	Company.	However,	a	U.S.	Holder	that	makes	a	QEF	Election	may,	subject	to	certain	limitations,	elect	to	defer	payment	ofcurrent	U.S.	federal	income	tax	on	such	amounts,	subject	to	an	interest	charge.	If	such	U.S.	Holder	is	not	a	corporation,	any	such	interest	paid	will	betreated	as	“personal	interest”,	which	is	not	deductible.A	U.S.	Holder	that	makes	a	QEF	Election	generally	(a)	may	receive	a	tax-free	distribution	from	the	Company	to	the	extent	that	such	distributionrepresents	“earnings	and	profits”	of	the	Company	that	were	previously	included	in	income	by	the	U.S.	Holder	because	of	such	QEF	Election	and	(b)	willadjust	such	U.S.	Holder’s	tax	basis	in	the	Common	Shares	to	reflect	the	amount	included	in	income	or	allowed	as	a	tax-free	distribution	because	of	suchQEF	Election.	In	addition,	a	U.S.	Holder	that	makes	a	QEF	Election	generally	will	recognize	capital	gain	or	loss	on	the	sale	or	other	taxable	disposition	ofCommon	Shares.The	procedure	for	making	a	QEF	Election,	and	the	U.S.	federal	income	tax	consequences	of	making	a	QEF	Election,	will	depend	on	whether	such	QEFElection	is	timely.	A	QEF	Election	will	be	treated	as	“timely”	if	it	is	made	for	the	first	year	in	the	U.S.	Holder’s	holding	period	for	the	Common	Shares	inwhich	the	Company	was	a	PFIC.	A	U.S.	Holder	may	make	a	timely	QEF	Election	by	filing	the	appropriate	QEF	Election	documents	at	the	time	such	U.S.Holder	files	a	U.S.	federal	income	tax	return	for	such	year.A	QEF	Election	will	apply	to	the	tax	year	for	which	such	QEF	Election	is	made	and	to	all	subsequent	tax	years,	unless	such	QEF	Election	is	invalidated	orterminated	or	the	IRS	consents	to	revocation	of	such	QEF	Election.	If	a	U.S.	Holder	makes	a	QEF	Election	and,	in	a	subsequent	tax	year,	the	Companyceases	to	be	a	PFIC,	the	QEF	Election	will	remain	in	effect	(although	it	will	not	be	applicable)	during	those	tax	years	in	which	the	Company	is	not	a	PFIC.Accordingly,	if	the	Company	becomes	a	PFIC	in	a	subsequent	tax	year,	the	QEF	Election	will	be	effective,	and	the	U.S.	Holder	will	be	subject	to	the	QEFrules	described	above	during	a	subsequent	tax	year	in	which	the	Company	qualifies	as	a	PFIC.As	discussed	above,	under	proposed	Treasury	Regulations,	if	a	U.S.	Holder	has	an	option,	warrant	or	other	right	to	acquire	stock	of	a	PFIC,	such	option,warrant	or	right	is	considered	to	be	PFIC	stock	subject	to	the	default	rules	of	Section	1291	of	the	Code	on	its	disposition.	However,	a	holder	of	anoption,	warrant	or	other	right	to	acquire	stock	of	a	PFIC	may	not	make	a	QEF	Election	that	will	apply	to	the	option,	warrant	or	other	right	to	acquirePFIC	stock.	In	addition,	under	proposed	Treasury	Regulations,	if	a	U.S.	Holder	holds	an	option,	warrant	or	other	right	to	acquire	stock	of	a	PFIC,	theholding	period	with	respect	to	shares	of	stock	of	the	PFIC	acquired	upon	exercise	of	such	option,	warrant	or	other	right	will	include	the	period	that	theoption,	warrant	or	other	right	was	held.	U.S.	Holders	should	consult	their	own	tax	advisors	regarding	the	application	of	the	PFIC	rules	to	CommonShares.The	Company	will	make	available	to	U.S.	Holders,	upon	their	written	request,	timely	and	accurate	information	as	to	its	status	as	a	PFIC,	and	will	provideto	a	U.S.	Holder	all	information	and	documentation	that	a	U.S.	Holder	making	a	QEF	Election	with	respect	to	the	Company,	and	any	Subsidiary	PFIC	inwhich	the	Company	owns,	directly	or	indirectly,	more	than	50%	of	such	Subsidiary	PFIC’s	total	aggregate	voting	power,	is	required	to	obtain	for	U.S.federal	income	tax	purposes	in	the	event	it	is	a	PFIC.	However,	U.S.	Holders	should	be	aware	that	the	Company	can	provide	no	assurances	that	it	willprovide	any	such	information	relating	to	any	Subsidiary	PFIC,	in	which	the	Company	owns,	directly	or	indirectly,	50%	or	less	of	such	Subsidiary	PFIC’saggregate	voting	power.	Because	the	Company	may	own	shares	in	one	or	more	Subsidiary	PFICs	and	may	acquire	shares	in	one	or	more	SubsidiaryPFICs	in	the	future,	they	will	continue	to	be	subject	to	the	rules	discussed	above	with	respect	to	the	taxation	of	gains	and	excess	distributions	withrespect	to	any	Subsidiary	PFIC	for	which	the	U.S.	Holders	do	not	obtain	the	required	information.	U.S.	Holders	should	consult	their	tax	advisorregarding	the	availability	of,	and	procedure	for	making,	a	QEF	Election	with	respect	to	the	Company	and	any	Subsidiary	PFIC.Table	of	Contents83Mark-to-Market	ElectionA	U.S.	Holder	may	make	a	Mark-to-Market	Election	only	if	the	Common	Shares	are	marketable	stock.	The	Common	Shares	generally	will	be“marketable	stock”	if	they	are	regularly	traded	on	(a)	a	national	securities	exchange	that	is	registered	with	the	SEC;	(b)	the	national	market	systemestablished	pursuant	to	section	11A	of	the	Securities	and	Exchange	Act	of	1934;	or	(c)	a	foreign	securities	exchange	that	is	regulated	or	supervised	by	agovernmental	authority	of	the	country	in	which	the	market	is	located,	provided	that	(i)	such	foreign	exchange	has	trading	volume,	listing,	financialdisclosure	and	other	requirements	and	the	laws	of	the	country	in	which	such	foreign	exchange	is	located,	together	with	the	rules	of	such	foreignexchange,	ensure	that	such	requirements	are	actually	enforced;	and	(ii)	the	rules	of	such	foreign	exchange	ensure	active	trading	of	listed	stocks.	If	suchstock	is	traded	on	such	a	qualified	exchange	or	other	market,	such	stock	generally	will	be	“regularly	traded”	for	any	calendar	year	during	which	suchstock	is	traded,	other	than	in	de	minimus	quantities,	on	at	least	15	days	during	each	calendar	quarter.	Each	U.S.	Holder	should	consult	its	own	taxadvisor	regarding	whether	the	Common	Shares	constitute	marketable	stock.A	U.S.	Holder	that	makes	a	Mark-to-Market	Election	with	respect	to	its	Common	Shares	generally	will	not	be	subject	to	the	rules	of	Section	1291	of	theCode	discussed	above.	However,	if	a	U.S.	Holder	does	not	make	a	Mark-to-Market	Election	beginning	in	the	first	tax	year	of	such	U.S.	Holder’s	holdingperiod	for	Common	Shares	or	such	U.S.	Holder	has	not	made	a	timely	QEF	Election,	the	rules	of	Section	1291	of	the	Code	discussed	above	will	apply	tocertain	dispositions	of,	and	distributions	on,	the	Common	Shares.A	U.S.	Holder	that	makes	a	Mark-to-Market	Election	will	include	in	ordinary	income,	for	each	tax	year	in	which	the	Company	is	a	PFIC,	an	amount	equalto	the	excess,	if	any,	of	(a)	the	fair	market	value	of	the	Common	Shares,	as	of	the	close	of	such	tax	year	over	(b)	such	U.S.	Holder’s	tax	basis	in	suchCommon	Shares.	A	U.S.	Holder	that	makes	a	Mark-to-Market	Election	will	be	allowed	a	deduction	in	an	amount	equal	to	the	excess,	if	any,	of	(i)	suchU.S.	Holder’s	adjusted	tax	basis	in	the	Common	Shares	over	(ii)	the	fair	market	value	of	such	Common	Shares	(but	only	to	the	extent	of	the	net	amountof	previously	included	income	as	a	result	of	the	Mark-to-Market	Election	for	prior	tax	years).U.S.	Holders	that	make	a	Mark-to-Market	Election	generally	also	will	adjust	their	tax	basis	in	the	Common	Shares	to	reflect	the	amount	included	ingross	income	or	allowed	as	a	deduction	because	of	such	Mark-to-Market	Election.	In	addition,	upon	a	sale	or	other	taxable	disposition	of	CommonShares,	a	U.S.	Holder	that	makes	a	Mark-to-Market	Election	will	recognize	ordinary	income	or	loss	(not	to	exceed	the	excess,	if	any,	of	(a)	the	amountincluded	in	ordinary	income	because	of	such	Mark-to-Market	Election	for	prior	tax	years	over	(b)	the	amount	allowed	as	a	deduction	because	of	suchMark-to-Market	Election	for	prior	tax	years).A	Mark-to-Market	Election	applies	to	the	tax	year	in	which	such	Mark-to-Market	Election	is	made	and	to	each	subsequent	tax	year,	unless	the	CommonShares	cease	to	be	“marketable	stock”	or	the	IRS	consents	to	revocation	of	such	election.	U.S.	Holders	should	consult	their	own	tax	advisors	regardingthe	availability	of,	and	procedure	for	making,	a	Mark-to-Market	Election.Although	a	U.S.	Holder	may	be	eligible	to	make	a	Mark-to-Market	Election	with	respect	to	Common	Shares,	no	such	election	may	be	made	with	respectto	the	stock	of	any	Subsidiary	PFIC	that	a	U.S.	Holder	is	treated	as	owning	because	such	stock	is	not	marketable.	Hence,	the	Mark-to-Market	Electionwill	not	be	effective	to	eliminate	the	interest	charge	described	above	with	respect	to	deemed	dispositions	of	Subsidiary	PFIC	stock	or	distributions	froma	Subsidiary	PFIC.Other	PFIC	RulesUnder	Section	1291(f)	of	the	Code,	the	IRS	has	issued	proposed	Treasury	Regulations	that,	subject	to	certain	exceptions,	would	cause	a	U.S.	Holder	thathad	not	made	a	timely	QEF	Election	to	recognize	gain	(but	not	loss)	upon	certain	transfers	of	Common	Shares	that	would	otherwise	be	tax-deferred(e.g.,	gifts	and	exchanges	pursuant	to	corporate	reorganizations)	in	the	event	the	Company	is	a	PFIC	during	such	U.S.	Holder’s	holding	period	for	therelevant	shares.	However,	the	specific	U.S.	federal	income	tax	consequences	to	a	U.S.	Holder	may	vary	based	on	the	manner	in	which	Common	Sharesare	transferred.Table	of	Contents84Certain	additional	adverse	rules	will	apply	with	respect	to	a	U.S.	Holder	if	the	Company	is	a	PFIC,	regardless	of	whether	such	U.S.	Holder	makes	a	QEFElection.	For	example,	under	Section	1298(b)(6)	of	the	Code,	a	U.S.	Holder	that	uses	Common	Shares	as	security	for	a	loan	will,	except	as	may	beprovided	in	Treasury	Regulations,	be	treated	as	having	made	a	taxable	disposition	of	such	Common	Shares.In	any	year	in	which	the	Company	is	classified	as	a	PFIC,	a	U.S.	Holder	will	be	required	to	file	an	annual	report	with	the	IRS	containing	such	informationas	Treasury	Regulations	and/or	other	IRS	guidance	may	require.	U.S.	Holders	should	consult	their	own	tax	advisors	regarding	the	requirements	of	filingsuch	information	returns	under	these	rules,	including	the	requirement	to	file	an	IRS	Form	8621.In	addition,	a	U.S.	Holder	who	acquires	Common	Shares	from	a	decedent	will	not	receive	a	“step	up”	in	tax	basis	of	such	Common	Shares	to	fair	marketvalue	unless	such	decedent	had	a	timely	and	effective	QEF	Election	in	place.Special	rules	also	apply	to	the	amount	of	foreign	tax	credit	that	a	U.S.	Holder	may	claim	on	a	distribution	from	a	PFIC.The	PFIC	rules	are	complex,	and	U.S.	Holders	should	consult	their	own	tax	advisors	regarding	the	PFIC	rules	and	how	they	may	affect	the	U.S.	federalincome	tax	consequences	of	the	acquisition,	ownership,	and	disposition	of	Common	Shares	in	the	event	the	Company	is	a	PFIC	at	any	time	during	suchholding	period	for	such	Common	Shares.Information	Reporting,	Backup	Withholding	TaxCertain	U.S.	Holders	are	required	to	report	information	relating	to	an	interest	in	Common	Shares	subject	to	certain	exceptions	(including	an	exceptionfor	Common	Shares	held	in	accounts	maintained	by	certain	financial	institutions),	by	attaching	a	completed	IRS	Form	8938,	Statement	of	SpecifiedForeign	Financial	Assets,	with	their	tax	return	for	each	year	in	which	they	hold	an	interest	in	Common	Shares.	U.S.	Holders	should	consult	their	own	taxadvisors	regarding	information	reporting	requirements	relating	to	their	ownership	of	Common	Shares.Payments	made	within	the	United	States,	or	by	a	U.S.	payor	or	U.S.	middleman,	of	dividends	on	Common	Shares,	and	proceeds	arising	from	certainsales	or	other	taxable	dispositions	of	Common	Shares,	may	be	subject	to	information	reporting	and	backup	withholding	tax,	at	the	rate	of	24%,	if	a	U.S.Holder	(a)	fails	to	furnish	such	U.S.	Holder’s	correct	U.S.	social	security	or	other	taxpayer	identification	number	(generally	on	Form	W-9);	(b)	furnishesan	incorrect	U.S.	taxpayer	identification	number;	(c)	is	notified	by	the	IRS	that	such	U.S.	Holder	has	previously	failed	to	properly	report	items	subject	tobackup	withholding	tax;	or	(d)	fails	under	certain	circumstances	to	certify,	under	penalty	of	perjury,	that	such	U.S.	Holder	has	furnished	its	correct	U.S.taxpayer	identification	number	and	that	the	IRS	has	not	notified	such	U.S.	Holder	that	it	is	subject	to	backup	withholding	tax.	However,	U.S.	Holdersthat	are	corporations	generally	are	excluded	from	these	information	reporting	and	backup	withholding	tax	rules.	Backup	withholding	is	not	anadditional	tax.	Any	amounts	withheld	under	the	U.S.	backup	withholding	tax	rules	will	be	allowed	as	a	credit	against	a	U.S.	Holder’s	U.S.	federal	incometax	liability,	if	any,	or	will	be	refunded,	if	such	U.S.	Holder	timely	furnishes	the	required	information	to	the	IRS.	U.S.	Holders	should	consult	their	owntax	advisors	regarding	the	information	reporting	and	backup	withholding	tax	rules.Table	of	Contents85Item	6.					SELECTED	FINANCIAL	DATAThe	selected	financial	data	in	the	table	below	have	been	selected	in	part,	from	our	consolidated	financial	statements,	which	have	been	prepared	inaccordance	with	accounting	principles	generally	accepted	in	the	United	States.	The	selected	financial	data	should	be	read	in	conjunction	with	thoseconsolidated	financial	statements	and	the	notes	thereto.in	thousands	of	dollars,	except	per	share	amountsYear	Ended	November	3020202019201820172016				$				$				$				$				$		Results	of	operations															(Earnings)	loss	and	comprehensive	(earnings)	loss	for	the	period		(161,767)		27,905		21,849		21,104		4,862Basic	(earnings)	loss	per	share		(1.14)		0.21		0.18		0.20		0.05Diluted	(earnings)	loss	per	share	(1.12)	0.21	0.18		0.20		0.05Financial	position													Working	capital		10,392		17,803		21,976		4,851		15,056Total	assets		185,265		51,617		54,659		40,279		46,747Total	long-term	liabilities		408		31,000		20,800		10,365		—Shareholders’	equity		183,811		18,263		32,202		25,665		46,154Table	of	Contents86Item	7.				MANAGEMENT’S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OFOPERATIONSTable	of	Contents87GeneralThis	Management’s	Discussion	and	Analysis	(“MD&A”)	of	Trilogy	Metals	Inc.	(“Trilogy”,	“the	Company”,	“us”	or	“we”)	is	dated	February	11,	2021	andprovides	an	analysis	of	our	audited	financial	results	for	the	year	ended	November	30,	2020	compared	to	the	years	ended	November	30,	2019	andNovember	30,	2018.The	following	information	should	be	read	in	conjunction	with	our	November	30,	2020	audited	consolidated	financial	statements	and	related	noteswhich	were	prepared	in	accordance	with	United	States	generally	accepted	accounting	principles	(“U.S.	GAAP”).	A	summary	of	the	U.S.	GAAPaccounting	policies	is	outlined	in	note	2	of	the	audited	consolidated	financial	statements.	All	amounts	are	in	United	States	dollars	unless	otherwisestated.	References	to	“Canadian	dollars”	and	“C$”	and	“CDN$”	are	to	the	currency	of	Canada	and	references	to	“U.S.	dollars”,	“$”	or	“US$”	are	to	thecurrency	of	the	United	States.Richard	Gosse,	P.	Geo,	is	a	Qualified	Person	under	National	Instrument	43-101	-	Standards	of	Disclosure	for	Mineral	Projects	(“NI	43-101”),	and	hasapproved	the	scientific	and	technical	information	in	this	MD&A.Trilogy’s	shares	are	listed	on	the	Toronto	Stock	Exchange	(“TSX”)	and	the	NYSE	American	under	the	symbol	“TMQ”.	Additional	information	related	toTrilogy,	including	our	annual	report	on	Form	10-K,	is	available	on	SEDAR	at	www.sedar.com	and	on	EDGAR	at	www.sec.gov.Description	of	businessWe	are	a	base	metals	exploration	company	focused	on	the	exploration	and	development	of	mineral	properties,	through	our	equity	investee,	in	theAmbler	mining	district	located	in	Alaska,	U.S.A.	We	conduct	our	operations	through	a	wholly	owned	subsidiary,	NovaCopper	US	Inc.	which	is	doingbusiness	as	Trilogy	Metals	US	(“Trilogy	Metals	US”).	Our	Upper	Kobuk	Mineral	Projects,	(“UKMP”	or	“UKMP	Projects”)	were	contributed	into	a	50/50joint	venture	named	Ambler	Metals	LLC	(“Ambler	Metals”)	between	Trilogy	and	South32	Limited	(“South32”)	on	February	11,	2020	(see	below).	Theprojects	contributed	to	Ambler	Metals	consist	of:	i)	the	Ambler	lands	which	host	the	Arctic	copper-zinc-lead-gold-silver	project	(the	“Arctic	Project”);and	ii)	the	Bornite	lands	being	explored	under	a	collaborative	long-term	agreement	with	NANA	Regional	Corporation,	Inc.	(“NANA”),	a	regional	AlaskaNative	Corporation,	which	hosts	the	Bornite	carbonate-hosted	copper	project	(the	“Bornite	Project”)	and	related	assets.Property	reviewThe	UKMP	Projects	are	held	by	our	equity	investee,	Ambler	Metals	of	which	Trilogy	holds	a	50%	interest.	The	projects	are	located	in	the	Ambler	miningdistrict	in	Northwest	Alaska.	The	UKMP	Projects	comprise	approximately	426,690	acres	(172,675	hectares)	consisting	of	the	Ambler	and	Bornite	lands.Arctic	ProjectThe	Ambler	lands,	which	host	a	number	of	deposits,	including	the	high-grade	copper-zinc-lead-gold-silver	Arctic	Project,	and	other	mineralizedoccurrences	within	a	100-kilometer-long	volcanogenic	massive	sulfide	(“VMS”)	belt.	The	Ambler	lands	are	located	in	Northwestern	Alaska	and	consistof	185,805	acres	(75,192	hectares)	of	Federal	patented	mining	claims	which	hosts	the	Arctic	deposit	and	State	of	Alaska	mining	claims	which	we	areactively	exploring,	within	which	VMS	mineralization	has	been	found.Prior	to	the	formation	of	the	Joint	Venture	on	February	11,	2020,	we	had	recorded	the	Ambler	lands	as	a	mineral	property	with	acquisition	costscapitalized	and	exploration	costs	expensed	in	accordance	with	our	accounting	policies.Bornite	ProjectOn	October	19,	2011,	Trilogy	Metals	US	and	NANA	signed	a	collaborative	agreement	to	explore	and	develop	the	Ambler	mining	district.	Under	theExploration	Agreement	and	Option	to	Lease	(as	amended,	the	“NANA	Agreement”),	weTable	of	Contents88acquired,	in	exchange	for,	among	other	things,	a	$4.0	million	cash	payment	to	NANA,	the	exclusive	right	to	explore	the	Bornite	property	and	landsdeeded	to	NANA	through	the	Alaska	Native	Claims	Settlement	Act	(“ANCSA”),	located	adjacent	to	the	Arctic	Project,	and	the	non-exclusive	right	toaccess	and	entry	onto	NANA’s	lands.	The	NANA	Agreement	establishes	a	framework	for	any	future	development	of	either	the	Bornite	Project	or	theArctic	Project.	Both	projects	are	included	as	part	of	a	larger	area	of	interest	set	forth	in	the	NANA	Agreement.Upon	the	decision	to	proceed	with	development	of	a	mine	within	the	area	of	interest,	NANA	maintains	the	right	to	purchase	an	ownership	interest	inthe	mine	equal	to	between	16%-25%	or	retain	a	15%	net	proceeds	royalty	which	is	payable	after	we	have	recovered	certain	historical	costs,	includingcapital	and	cost	of	capital.	Should	NANA	elect	to	purchase	an	ownership	interest	in	the	mine,	consideration	will	be	payable	based	on	the	electedpercentage	purchased	and	all	the	costs	incurred	on	the	properties	less	$40.0	million,	not	to	be	less	than	zero.	The	parties	would	form	a	joint	ventureand	be	responsible	for	all	future	costs	incurred	in	connection	with	the	mine,	including	capital	costs	of	the	mine,	based	on	each	party’s	pro-rata	share.NANA	would	also	be	granted	a	net	smelter	return	royalty	between	1%	and	2.5%	upon	the	execution	of	a	mining	lease	or	a	surface	use	agreement,	theamount	of	which	is	determined	by	the	particular	area	of	land	from	which	production	originates.Prior	to	the	formation	of	the	Joint	Venture	on	February	11,	2020,	we	had	accounted	for	the	Bornite	property	as	a	mineral	property	with	acquisitioncosts	capitalized	and	exploration	costs	expensed	in	accordance	with	our	accounting	policies.Corporate	developmentsAppointment	of	CEOTony	Giardini	was	appointed	as	President	and	CEO	of	the	Company	effective	June	1,	2020.	Mr.	Giardini	has	been	a	director	of	the	Company	since	2012and	will	continue	to	be	an	executive	director.	Mr.	Giardini	has	extensive	experience	as	an	executive	officer	and	key	leadership	team	member	with	hisprevious	roles	as	President	of	Ivanhoe	Mines	Ltd.	(“Ivanhoe”),	a	base	metals	development	and	exploration	company,	and	as	Chief	Financial	Officer	atKinross	Gold	Corporation,	a	senior	gold	producer.	Mr.	Giardini	has	extensive	experience	with	joint	ventures	and	large	capital	projects,	includingIvanhoe’s	three	large	development	assets,	Platreef,	Kipushi	and	Kamoa-Kakula.Joint	ventureOption	agreementOn	April	10,	2017,	Trilogy	and	Trilogy	Metals	US	entered	into	an	Option	Agreement	to	form	a	Joint	Venture	with	South32	Group	Operations	Pty	Ltd.,	awholly-owned	subsidiary	of	South32,	which	agreement	was	later	assigned	by	South32	Operations	Pty	Ltd.	to	its	affiliate,	South32	USA	Exploration	Inc.on	the	UKMP	(“Option	Agreement”).	Under	the	terms	of	the	Option	Agreement,	as	amended,	Trilogy	Metals	US	granted	South32	the	right	to	form	a50/50	joint	venture	to	hold	all	of	Trilogy	Metals	US’	Alaskan	assets.	South32	exercised	its	option	on	December	19,	2019.Formation	of	joint	ventureOn	February	11,	2020,	Trilogy	completed	the	formation	of	the	50/50	joint	venture	with	South32.	Trilogy	contributed	all	its	assets	associated	with	the172,675-hectare	UKMP,	including	the	Arctic	and	Bornite	Projects,	while	South32	contributed	a	subscription	price	of	US$145	million	(the	“SubscriptionPrice”),	resulting	in	each	party	owning	a	50%	interest	in	Ambler	Metals.	The	Subscription	Price	will	be	used	to	advance	the	Arctic	and	Bornite	Projects,along	with	exploration	in	the	Ambler	mining	district.	With	Ambler	Metals	being	well	funded,	with	access	to	$145	million,	Trilogy	does	not	expect	tofund	programs	and	budgets	to	advance	the	UKMP	until	the	Subscription	Price	is	spent	by	Ambler	Metals.	To	assist	Ambler	Metals	during	the	initial	setup	phase,	Trilogy	was	paying	all	of	Ambler	Metals’	invoices	and	being	reimbursed	pursuant	to	a	services	agreement	(the	“Services	Agreement”)between	Trilogy	and	Ambler	Metals	untilTable	of	Contents89the	back	office	is	fully	transitioned	to	a	new	permanent	team	employed	by	the	Joint	Venture.	The	Services	Agreement	ended	on	December	31,	2020.To	ensure	a	successful	startup	of	the	Joint	Venture,	management	from	Trilogy	and	South32	took	on	interim	management	roles.	Darryl	Steane,South32’s	Business	Development	Manager	assumed	the	duties	as	Interim	President	of	Ambler	Metals;	Elaine	Sanders,	Trilogy’s	Chief	Financial	Officerassumed	the	duties	as	Interim	Vice	President	Finance	of	Ambler	Metals;	and	Robert	(Bob)	Jacko,	Trilogy’s	Senior	Vice	President	Operations	assumedthe	duties	as	Interim	Vice	President	Operations	of	Ambler	Metals.		Prior	to	the	end	of	the	year,	the	permanent	management	team	at	Ambler	Metalswas	hired	and	are	all	now	based	in	Alaska.		The	joint	venture	company	is	led	by	President	and	Chief	Executive	Officer,	Ramzi	Fawaz,	Vice	PresidentOperations,	Kevin	Torpy	and	Vice	President	Finance,	Rebecca	Donald.	In	addition	to	the	appointment	of	the	leadership	team	at	Ambler	Metals,	theTrilogy	technical	team	has	transitioned	over	to	the	joint	venture	entity.Ambler	Metals	is	an	independently	operated	company,	jointly	controlled	by	Trilogy	and	South32	through	a	four-member	board	of	which	two	membersare	currently	appointed	by	Trilogy	based	on	its	50%	equity	interest.	All	significant	decisions	related	to	the	UKMP	require	the	approval	of	bothcompanies.	We	determined	that	Ambler	Metals	is	a	variable	interest	entity,	or	VIE,	because	it	is	expected	to	need	additional	funding	from	its	ownersfor	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	limited	liability	company	agreement.	As	we	have	significant	influence	over	Ambler	Metals	through	ourrepresentation	on	its	board,	we	use	the	equity	method	of	accounting	for	our	investment	in	Ambler	Metals.	Our	investment	in	Ambler	Metals	wasinitially	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	ourinvestment	in	Ambler	Metals,	which,	as	of	November	30,	2020,	totaled	$173	million	as	well	as	approximately	$114,000	of	amounts	receivable	per	theServices	Agreement.	The	amounts	receivable	as	at	November	30,	2020	was	subsequently	collected.During	the	year	ended	November	31,	2020,	Ambler	Metals	loaned	$57.5	million	back	to	South32	and	retained	$87.5	million	of	the	$146	millioncontributed	by	South32.	The	loan	has	a	7-year	maturity	date,	but	we	anticipate	that	Ambler	Metals	will	begin	to	draw	down	on	the	loan	with	cash	callsto	South32	before	the	end	of	2021	to	fund	South32’s	50%	share	of	the	2021	budget.	The	loan	is	secured	by	South32’s	membership	interest	in	AmblerMetals	and	guaranteed	by	South32	International	Investment	Holdings	Pty	Ltd.Project	activities2020	Program	and	BudgetIn	a	press	release	dated	February	26,	2020,	the	Company	announced	that	Ambler	Metals	had	approved	a	2020	budget	of	$22.8	million	for	theadvancement	of	the	UKMP	Projects.	The	budget	was	to	be	100%	funded	by	Ambler	Metals.	The	2020	program	budget	included	10,000	meters	ofdrilling	at	the	Arctic	Project,	2,500	meters	of	drilling	within	the	Ambler	VMS	belt	and	geological	mapping	and	geochemical	soil	sampling	at	the	BorniteProject.	Prior	to	the	start	of	the	field	season,	we	and	our	joint	venture	partner,	South32	decided	not	to	proceed	with	the	2020	exploration	programafter	assessing	the	current	novel	coronavirus	(COVID-19)	environment.	The	Company	and	South32	gave	due	consideration	to	the	merits	of	carrying	outan	abridged	work	program	at	the	UKMP.	However,	given	the	continued	uncertainty	resulting	from	COVID-19,	ongoing	safety	concerns	(despite	addedsafety	protocols	including	physical	distancing,	protective	equipment	and	testing)	and	the	fact	that,	due	to	COVID-19,	the	planned	field	season	hadalready	been	delayed	to	the	point	at	which	any	field	season	would	provide	limited	critical	path	benefits,	the	decision	was	made	not	to	proceed	with	a2020	field	season.Arctic	ProjectIn	a	press	release	dated	August	20,	2020,	the	Company	announced	the	results	of	its	feasibility	study	for	the	Arctic	Project	(the	“Arctic	FS”).	The	Arctic	FSwas	prepared	on	a	100%	ownership	basis,	of	which	Trilogy’s	share	is	50%.	The	Arctic	FSTable	of	Contents90describes	the	technical	and	economic	viability	of	establishing	a	conventional	open-pit	copper-zinc-lead-silver-gold	mine	and	mill	complex	for	a	10,000tonne	per	day	operation	for	a	minimum	12-year	mine	life.On	October	2,	2020,	we	filed	the	technical	report	for	the	Company’s	Arctic	Project	entitled	“Arctic	Feasibility	Study	Alaska,	USA	NI	43-101	TechnicalReport"	with	an	effective	date	of	August	20,	2020,	prepared	by	Ausenco	Engineering	Canada	Inc.,	Wood	Canada	Limited	and	SRK	Consulting	(Canada)Inc.	(the	“2020	Arctic	Report”).	The	2020	Arctic	report	describes	the	Arctic	FS	as	discussed	above.	The	2020	Arctic	Report	supersedes	the	Company’s2018	technical	report	for	the	Arctic	Project.Ambler	Mining	District	Industrial	Access	Project	(“AMDIAP”	or	“Ambler	Road	Project”)On	March	27,	2020,	the	BLM,	the	lead	federal	agency	for	the	permitting	of	the	AMDIAP,	released	the	Final	Environmental	Impact	Statement	(“EIS”)	forthe	AMDIAP.		This	follows	on	the	Draft	EIS	completed	on	August	23,	2019.		On	July	23,	2020,	the	BLM	issued	the	Joint	Record	of	Decision	(“JROD”)	for	the	Ambler	Road	Project.		The	JROD	approves	the	development	of	thenorthern	or	“A”	route	which	is	to	be	a	211-mile-long	gravel	private	access	road	in	the	southern	Brooks	Range	foothills	to	provide	industrial	access	tothe	Ambler	Mining	District.		Along	with	the	JROD,	a	Section	404	Permit,	which	is	governed	by	the	Clean	Water	Act	(“CWA”),	was	issued	by	the	UnitedStates	Army	Corp.	of	Engineers	(“USACE”)	to	AIDEA.Subsequent	to	the	issuance	of	the	JROD,	a	coalition	of	national	and	Alaska	environmental	non-government	organizations	(“ENGO”)	have	filed	a	lawsuitagainst	the	federal	agencies	responsible	for	issuing	the	JROD.		The	ENGO’s	main	position	is	that	due	process	was	not	carried	out	during	the	permittingof	the	AMDIAP.		Subsequently,	AIDEA	and	Ambler	Metals	have	filed	for	and	received	intervenor	status	in	the	lawsuit	and	will	be	defending	the	issuanceof	the	JROD	and	the	permits.		On	January	6,	2021,	BLM,	NPS	and	AIDEA	signed	Right-of-Way	agreements	giving	AIDEA	the	ability	to	cross	federally	owned	and	managed	lands	alongthe	route	for	the	Ambler	Road	Project	approved	in	the	JROD.	The	authorizing	documents	with	the	two	agencies	are	the	final	federal	permits	requiredfor	the	Ambler	Road	Project.		Ambler	Metals	is	continuing	discussions	with	AIDEA	on	securing	a	predevelopment	funding	agreement	for	the	detailed	engineering	work	for	theAmbler	Road	Project.OutlookOn	November	19,	2020,	the	Company	announced	the	approval	of	the	2021	program	and	budget	for	Ambler	Metals	of	approximately	$27	million	toadvance	the	UKMP.		The	budget	is	fully	funded	by	Ambler	Metals.		Activities	planned	at	the	Arctic	Project	include	7,600	meters	of	drilling	which	willhave	the	dual	purpose	of	extracting	additional	material	for	metallurgical	work	and	for	the	conversion	of	mineral	resources	into	the	measured	category.The	metallurgical	program	that	is	associated	with	this	drilling	will	support	variability	test	work	and	pilot	plant	work	which	will	commence	later	in	2021.	Engineering	work	will	continue	at	Arctic	with	the	aim	of	submitting	the	application	for	the	Notice	of	Intent	for	the	404	Dredge	and	Fill	Permit,	which	iscovered	by	the	Clean	Water	Act,	to	the	United	States	Army	Corps	of	Engineers.	The	Company	currently	anticipates	Ambler	Metals	will	submit	thepermit	applications	during	the	second	half	of	2021.		Following	up	from	the	2019	work	performed	along	the	70-mile	(100	kilometer)	Ambler	VMS	belt,	Ambler	Metals	will	continue	exploration	efforts	alongthe	belt	to	discover	and	define	additional	deposits	that	may	provide	feed	to	a	future	Arctic	mill.		Ambler	Metals	plans	to	conduct	a	7,000-meterregional	exploration	drill	campaign	at	the	Sunshine	prospect	and	at	other	drill-ready	targets.		The	drill	program	is	expected	to	commence	in	earlysummer	and	finish	before	the	end	of	September.	The	drilling	may	be	preceded	by	detailed	geologic	mapping,	geochemical	soil	sampling	and	groundgeophysics.The	Company	has	approved	a	2021	cash	budget	for	corporate	activities	of	approximately	$5.3	million.		The	corporate	budget	consists	of	personnel	andrelated	costs	of	$2.0	million,	professional	fees	of	$1.1	million,	investor	relations	andTable	of	Contents91marketing	costs	of	$0.6	million,	office	related	costs	of	$0.5	million,	insurance	costs	of	$0.4	million	and	regulatory	costs	of	$0.3	million.	The	Company’smanagement	team	is	focused	on	the	oversight	of	our	investment	in	Ambler	Metals	and	will	closely	work	with	Ambler	Metals	as	it	starts	its	first	fieldseason	as	a	new	team	and	prepares	to	submit	the	permit	applications	for	the	Arctic	Project	during	the	second	half	of	the	year.		The	Company’stechnical	staff	will	work	closely	with	South32’s	technical	team	and	Ambler	Metals	exploration	staff	to	review	opportunities	on	advancing	its	knowndeposits	and	look	at	potential	new	targets	in	the	large	land	package	that	is	held	by	Ambler	Metals.		The	Company	plans	to	participate	in	investormeetings	and	conferences	virtually	and	online	for	most	of	the	year	and	has	therefore	reduced	its	travel	budget	for	2021	from	previous	years.		Asignificant	amount	of	uncertainty	exists	with	the	Company’s	annual	renewal	of	its	insurance	policies	and	costs	are	currently	unpredictable.		Insurancepremiums	may	differ	significantly	from	our	budget.		The	Company	has	sufficient	cash	on	hand	to	fund	its	corporate	activities	including	any	increases	ininsurance	premiums	upon	renewal.Summary	of	resultsin	thousands	of	dollars,except	for	per	share	amountsYear	endedYear	endedYear	endedNovember	30,	November	30,	November	30,	202020192018Selected	expenses				$				$				$		Mineral	properties	and	feasibility	study	expenses	2,610	19,211	16,490	General	and	administrative	1,650	1,838	1,532Professional	fees	1,347	1,382	453Salaries		1,411		1,314		1,467Salaries	–	technical	services	898	—	—Salaries	–	stock-based	compensation		3,564		3,845		1,441Loss	on	held	for	trading	investments	—	—	272Gain	on	derecognition	of	assets	contributed	to	joint	venture	(175,770)	—	—Equity	in	investee	2,855	—	—Comprehensive	earnings	(loss)	for	the	year	161,767	(27,905)	(21,849)Basic	earnings	(loss)	per	common	share	1.14	(0.21)	(0.18)Diluted	earnings	(loss)	per	common	share	1.12	(0.21)	(0.18)For	the	year	ended	November	30,	2020,	we	reported	a	net	earnings	of	$161.8	million	(or	$1.14	basic	earnings	and	$1.12	diluted	earnings	per	commonshare)	compared	to	a	net	loss	in	2019	of	$27.9	million	(or	$0.21	basic	and	diluted	loss	per	common	share)	and	a	net	loss	of	$21.8	million	in	2018	(or$0.18	basic	and	diluted	loss	per	common	share).	The	2020	movement	to	net	earnings	was	primarily	due	to	the	$175.8	million	gain	realized	on	thederecognition	of	assets	contributed	to	the	joint	venture,	offset	by	our	50%	share	of	the	joint	venture’s	net	operating	loss	and	feasibility	study	chargesincurred	for	the	Arctic	project	subsequent	to	the	formation	of	the	joint	venture.		Mineral	properties	expense	was	eliminated	after	the	contribution	ofmineral	properties	to	the	joint	venture	at	the	end	of	the	first	quarter	of	2020.	This	resulted	in	a	significant	cost	savings	of	$17.7	million	in	relation	tothe	prior	year	comparative.	Going	forward,	all	project	related	costs	will	be	captured	through	our	50%	equity	recognition	of	the	joint	venture’soperating	loss.		Adding	to	the	variances	in	2020	were	incremental	decreases	in	general	and	administrative	expenses,	professional	fees	and	stock-basedcompensation	offset	by	an	increase	in	salaries.	The	increase	in	salaries	resulted	from	the	addition	of	management	during	the	current	year	for	whichthere	is	no	prior	year	comparative.	Pursuant	to	the	Services	Agreement,	$0.9	million	of	salaries	and	wages	were	incurred	by	the	Company	in	support	ofthe	joint	venture	back	office	while	Ambler	set	up	its	permanent	team.	Salaries	were	lower	in	the	prior	year	due	to	the	resignation	of	the	CEO	in	thefourth	quarter.The	2019	movement	in	net	loss	was	primarily	due	to	the	increased	size	and	magnitude	of	the	field	programs	undertaken	at	our	mineral	properties.Adding	to	this	variance	in	2019	were	incremental	increases	in	general	and	administrative	expenses,	professional	fees	and	stock-based	compensationoffset	by	a	slight	decrease	in	salaries.	Additionally,	there	were	losses	recognized	on	both	the	sale	of	investments	as	well	as	investments	designated	asheld	for	trading	in	the	prior	year	that	did	not	exist	in	the	fiscal	2019	year.	We	executed	a	$18.2	million	program	at	the	UKMP	in	2019,	with	$9.2	milliononTable	of	Contents92the	Bornite	Project	funded	by	South32	under	the	Option	Agreement,	$2	million	on	a	new	regional	exploration	program	funded	50/50	by	Trilogy	andSouth	32	and	$7	million	on	the	Arctic	Project	funded	entirely	by	Trilogy.Fourth	quarter	resultsDuring	the	fourth	quarter	of	2020,	we	incurred	a	loss	of	$3.2	million	compared	to	a	loss	of	$6.5	million	in	the	fourth	quarter	of	2019.	The	primarydrivers	for	the	difference	were	as	follows:	a)	$3.8	million	lower	mineral	property	expenses	as	the	prior	year	included	project	activity	(field	season	wasextended	to	October	2019)	for	which	there	are	no	comparatives	in	the	current	period	as	the	mineral	properties	were	contributed	to	the	joint	ventureduring	the	first	quarter	of	2020;	b)	$0.4	million	lower	professional	fees	as	the	comparative	includes	additional	legal	fees	for	corporate	matters	as	wellas	consulting	fees	for	our	former	CEO;	c)	$0.3	million	lower	stock-based	compensation	as	the	prior	year	included	Restricted	Share	Units	(“RSUs”)	thatvested	during	the	fourth	quarter;	and	d)	a	decrease	of	$0.2	million	in	general	and	administrative	expenses	mostly	due	to	travel	cost	savings	due	toCOVID-19	restrictions.	These	cost	savings	were	offset	by	a	loss	of	$1.0	million	on	the	equity	method	investment	for	which	there	is	no	prior	yearcomparative,	Arctic	feasibility	study	costs	of	$0.1	million	and	an	increase	of	$0.3	million	in	salaries	due	to	new	hires	to	the	management	team	in	thefourth	quarter	2020.Selected	financial	dataAnnual	informationThe	following	annual	information	is	prepared	in	accordance	with	U.S.	GAAP.				in	thousands	of	dollarsYear	endedYear	endedYear	endedNovember	30,	November	30,	November	30,	202020192018$				$				$		Interest	income	87	500	346	Services	agreement	income	929	—	—Expenses	12,164	28,405	21,923	Gain	(Loss)	from	continuing	operations	for	the	year	161,767	(27,905)	(21,849)	Gain	(Loss)	and	comprehensive	loss	for	the	year	161,767	(27,905)	(21,849)	Total	assets			185,265		51,617		54,659Total	liabilities			1,454		33,354		22,457Quarterly	informationin	thousands	of	dollars,except	per	share	amountsQ4	2020Q3	2020Q2	2020Q1	2020Q4	2019Q3	2019Q2	2019Q1	2019	11/30/2008/31/2005/31/2002/29/2011/30/1908/31/1905/31/1902/28/19			$				$		$				$				$				$				$		$		Interest	and	other	income	5	8	12	62	91	137	150	122	Mineral	properties	and	feasibilitystudy	expenses		91		232	742		1,545		3,819		10,951		2,906	1,535Share	of	loss	on	equity	investment	1,022	1,094	561	178	—	—	—	—Earnings	(loss)	for	the	period		(3,226)		(3,184)	(3,002)		171,179		(6,525)		(12,535)		(4,509)	(4,336)Earnings	(loss)	per	common	share	–basic	(0.04)	(0.02)	(0.02)	1.22	(0.05)	(0.09)	(0.04)	(0.03)Earnings	(loss)	per	common	share	–diluted	(0.01)	(0.01)	(0.02)	1.16	(0.05)	(0.09)	(0.04)	(0.03)Table	of	Contents93Factors	that	can	cause	fluctuations	in	our	quarterly	results	include	the	length	of	the	exploration	field	season	at	the	properties,	the	type	of	programconducted,	stock	option	vesting,	and	issuance	of	shares.	Subsequent	to	the	formation	of	the	Jont	Venture,	project	related	costs	may	cause	fluctuationsin	our	quarterly	results	through	our	50%	share	of	the	Joint	Venture’s	net	operating	loss.We	realized	a	net	earnings	of	$171.2	million	for	the	first	quarter	ended	February	28,	2020,	and	comparatively	incurred	a	net	loss	of	$4.3	million	for	thefirst	quarter	ended	February	28,	2019.	The	difference	of	$175.5	million	is	primarily	due	to	the	gain	realized	on	transfer	of	assets	to	Ambler	Metals,offset	by	the	loss	on	equity	method	investment.	Additionally,		there	was	a	decrease	in	stock-based	compensation	offset	by	higher	professional	feesincurred	due	to	the	formation	of	the	joint	venture	and	the	implementation	of	the	new	lease	accounting	standard.	General	and	administrative	expenseswere	higher	due	primarily	to	an	executive	search	for	a	new	CEO	in	the	first	quarter	of	2020.Our	net	loss	for	the	second	quarter	ended	May	31,	2020	of	$3.0	million	was	$1.5	million	lower	versus	the	comparative	period.	The	difference	wasprimarily	due	to	the	elimination	of	mineral	property	expenses	upon	the	transfer	of	UKMP	assets	to	the	joint	venture	in	the	first	quarter	of	2020,	offsetby	a	$0.6	million	loss	on	equity	method	investment	and	$0.7	million	Arctic	feasibility	study	costs	incurred	during	the	quarter.Similarly,	our	net	loss	for	the	third	quarter	ended	August	31,	2020	of	$3.2	million	decreased	by	$9.3	million	from	the	comparative	period.	The	decreasewas	primarily	due	to	the	elimination	of	$11	million	in	mineral	properties	expenses	due	to	the	formation	of	the	Joint	Venture,	for	which	there	are	nocomparable	expenses	in	the	current	period,	offset	by	$1	million	in	feasibility	study	costs	during	the	third	quarter	of	2020.Liquidity	and	capital	resourcesAt	November	30,	2020,	we	had	$11.1	million	in	cash	and	cash	equivalents	and	working	capital	of	$10.4	million.	We	expended	$8.3	million	on	operatingactivities	during	the	2020	fiscal	year	compared	with	$23.5	million	for	operating	activities	for	the	same	period	in	2019,	and	expenditures	of	$22.1	millionfor	operating	activities	for	the	same	period	in	2018.	A	majority	of	cash	spent	on	operating	activities	during	all	periods	was	expended	on	mineralproperty	expenses,	general	and	administrative	expenses,	salaries	and	professional	fees.	Ambler	assumed	responsibility	for	project	funding	uponformation	of	the	Joint	Venture	on	February	11,	2020.	This	resulted	in	a	decrease	in	cash	spent	during	the	year	ended	November	30,	2020,	mainly	dueto	decreased	mineral	property	expenses	of	$17.7	million	offset	by	$1.1	million	on	Arctic	feasibility	study	costs.	The	Company	continues	to	manage	itscash	expenditures	through	its	working	capital	and	management	believes	that	the	working	capital	available	is	sufficient	to	meet	its	operationalrequirements	for	the	next	two	years.During	the	year	ended	November	30,	2020,	we	received	proceeds	of	$0.2	million	from	directors	and	officers	exercise	of	stock	options.	Comparatively,during	the	year	ended	November	30,	2019,	we	received	proceeds	of	approximately	$9.9	million	as	a	result	of	an	exercise	of	6,521,740	warrants	and$0.2	million	from	directors	and	officers	exercise	of	stock	options.During	the	year	ended	November	30,	2020,	we	did	not	have	any	investing	activities.	During	the	year	ended	November	30,	2019,	we	raised	$9.6	millionfrom	investing	activities.	The	investing	proceeds	consist	of	$10.2	million	raised	through	mineral	property	funding	from	South32	offset	by	outflows	of$0.6	million	on	the	purchase	of	a	new	septic	system	for	our	remote	exploration	camp.	During	the	year	ended	November	30,	2018,	we	raised	$12.7million	from	investing	activities.	These	investing	proceeds	consist	of	$10.4	million	of	mineral	property	funding	from	South32	and	$2.3	million	proceedsreceived	from	the	disposition	of	shares	classified	as	held	for	trading	investment.Table	of	Contents94Contractual	obligationsContractual	obligated	undiscounted	cash	flow	requirements	as	at	November	30,	2020	are	as	follows.In	thousands	of	dollarsTotal	<1	Year	1–2	Years	2–5	Years	Thereafter		$				$				$				$				$		Accounts	payable	and	accrued	liabilities	888	888	—	—	—	Office	lease	728	196	409	123	—			1,616		1,084		409		123		—On	February	21,	2017,	the	Company	entered	into	a	lease	for	office	space	effective	July	1,	2017	for	a	period	of	seven	years	with	a	total	commitment	of$1.3	million.Off-balance	sheet	arrangementsWe	have	no	material	off-balance	sheet	arrangements.Outstanding	share	dataAt	February	11,	2021,	we	had	144,185,729	common	shares	issued	and	outstanding.	At	February	12,	2021,	we	had	11,951,650	stock	options	outstandingwith	a	weighted-average	exercise	price	of	$1.92	and	1,251,253	Deferred	Share	Units	(“DSUs”)	outstanding.	We	continue	to	hold	11,927	NovaGoldResources	Inc.	(“NovaGold”)	DSUs	for	which	the	NovaGold	director	is	entitled	to	receive	one	common	share	of	Trilogy	for	every	six	NovaGold	shares	tobe	received	upon	their	retirement	from	the	NovaGold	board.	For	additional	information	on	NovaGold	DSUs,	please	refer	to	note	9	in	our	November	30,2020	audited	consolidated	financial	statements.	Upon	the	exercise	of	all	the	forgoing	convertible	securities,	the	Company	would	be	required	to	issuean	aggregate	of	13,204,891	common	shares.Financial	instrumentsOur	financial	instruments	consist	of	cash	and	cash	equivalents,	accounts	receivable,	deposits,	accounts	payable	and	accrued	liabilities.	The	fair	value	ofthe	financial	instruments	approximates	their	carrying	value	due	to	the	short-term	nature	of	their	maturity.	Our	financial	instruments	initially	measuredat	fair	value	and	then	held	at	amortized	cost	include	cash	and	cash	equivalents,	accounts	receivable,	deposits,	and	accounts	payable	and	accruedliabilities.	Our	investments	were	held	for	trading	and	marked-to-market	at	each	period	end	with	changes	in	fair	value	recorded	to	the	statement	ofloss.	The	South32	purchase	option	was	a	derivative	financial	liability	measured	at	fair	value	with	changes	in	value	recorded	to	the	statement	of	loss.(a)		Currency	riskCurrency	risk	is	the	risk	of	a	fluctuation	in	financial	asset	and	liability	settlement	amounts	due	to	a	change	in	foreign	exchange	rates.	The	Companyoperates	in	the	United	States	and	Canada.	The	Company’s	exposure	to	currency	risk	at	November	30,	2020	is	limited	to	Canadian	dollar	balancesconsisting	of	cash	of	CDN$116,000,	accounts	receivable	of	CDN$19,000	and	certain	trade	payables	and	accrued	personnel	costs	CDN$843,000.	Basedon	a	10%	change	in	the	US-Canadian	exchange	rate,	assuming	all	other	variables	remain	constant,	the	Company’s	net	loss	would	change	byapproximately	$55,000.(b)		Credit	riskCredit	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	Companyholds	cash	and	cash	equivalents	with	Canadian	Chartered	financial	institutions.	The	Company’s	accounts	receivable	are	for	recoverable	expenses.	TheCompany’s	exposure	to	credit	risk	is	equal	to	the	balance	of	cash	and	cash	equivalents	and	accounts	receivable	as	recorded	in	the	financial	statements.Table	of	Contents95(c)		Liquidity	riskLiquidity	risk	is	the	risk	that	we	will	encounter	difficulties	raising	funds	to	meet	our	financial	obligations	as	they	fall	due.	We	are	in	the	exploration	stageand	do	not	have	cash	inflows	from	operations;	therefore,	we	manage	liquidity	risk	through	the	management	of	our	capital	structure	and	financialleverage.	Future	sources	of	liquidity	may	arise	from	equity	financing,	debt	financing,	convertible	debt,	or	other	means.	Our	contractually	obligated	cashflow	is	disclosed	under	the	section	titled	“Contractual	Obligations.”(d)		Interest	rate	riskInterest	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	and	cash	equivalents.	Based	on	balances	as	at	November	30,	2020,a	1%	change	in	interest	rates	would	result	in	a	change	in	net	loss	of	$0.1	million,	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	obtainlong-term	financing	and	its	economic	viability	could	be	affected	by	commodity	price	volatility.New	accounting	pronouncementsCertain	recent	accounting	pronouncements	have	been	included	under	note	2	in	our	November	30,	2020	audited	consolidated	financial	statements.Critical	accounting	estimatesThe	most	critical	accounting	estimates	upon	which	our	financial	status	depends	are	those	requiring	estimates	of	the	recoverability	of	our	equitymethod	investment	in	Ambler	Metals	LLC,	income	taxes	and	valuation	of	stock-based	compensation.Impairment	of	Investment	in	Ambler	Metals	LLCManagement	assesses	the	possibility	of	impairment	in	the	carrying	value	of	its	equity	method	investment	in	Ambler	Metals	LLC	whenever	events	orcircumstances	indicate	that	the	carrying	amount	of	the	investment	may	not	be	recoverable.	Significant	judgments	are	made	in	assessing	the	possibilityof	impairment.	Factors	that	may	be	indicative	of	an	impairment	include	a	loss	in	the	value	of	an	investment	that	is	not	temporary.	Managementconsiders	several	factors	in	considering	if	an	indicator	of	impairment	has	occurred,	including	but	not	limited	to,	significant	changes	in	the	legal,business	or	regulatory	environment,	adverse	changes	in	the	use	or	physical	condition	of	the	underlying	mineral	properties	asset,	changes	in	the	marketinterest	rates	or	other	market	rates	of	return	that	are	likely	to	significantly	affect	the	discount	rate	used	in	the	impairment	assessment,	significantadverse	changes	impacting	the	investee	and	internal	reporting	indicating	the	economic	performance	of	an	investment	is,	or	will	be,worse	thanexpected.These	factors	are	subjective	and	require	consideration	at	each	period	end.	If	an	indicator	of	impairment	is	determined	to	exist,	the	fair	value	of	theimpaired	investment	is	determined	based	on	the	valuation	of	cohort	companies	with	similar	projects	or	upon	the	present	value	of	expected	future	cashflows	using	discount	rates	and	other	assumptions	believed	to	be	consistent	with	those	used	by	principal	market	participants	and	observed	marketearnings	multiples	of	comparable	companies.Management’s	estimates	of	mineral	prices,	mineral	resources,	foreign	exchange	rates	and	projected	future	production	levels	and	operating	capital	aresubject	to	risk	and	uncertainties	that	may	affect	the	determination	of	the	recoverability	of	the	equity	method	investment.Table	of	Contents96Income	taxesWe	must	make	estimates	and	judgments	in	determining	the	provision	for	income	tax	expense,	deferred	tax	assets	and	liabilities,	and	liabilities	forunrecognized	tax	benefits	including	interest	and	penalties.	We	are	subject	to	income	tax	law	in	the	United	States	and	Canada.	The	evaluation	of	taxliabilities	involving	uncertainties	in	the	application	of	complex	tax	regulation	is	based	on	factors	such	as	changes	in	facts	or	circumstances,	changes	intax	law,	new	audit	activity,	and	effectively	settled	issues.	The	evaluation	of	an	uncertain	tax	position	requires	significant	judgment,	and	a	change	insuch	recognition	would	result	in	an	additional	charge	to	the	income	tax	expense	and	liability.Stock-based	compensationCompensation	expense	for	options	granted	to	employees,	directors	and	certain	service	providers	is	determined	based	on	estimated	fair	values	of	theoptions	at	the	time	of	grant	using	the	Black-Scholes	option	pricing	model,	which	takes	into	account,	as	of	the	grant	date,	the	fair	market	value	of	theshares,	expected	volatility,	expected	life,	expected	forfeiture	rate,	expected	dividend	yield	and	the	risk-free	interest	rate	over	the	expected	life	of	theoption.	The	use	of	the	Black-Scholes	option	pricing	model	requires	input	estimation	of	the	expected	life	of	the	option,	volatility,	and	forfeiture	ratewhich	can	have	a	significant	impact	on	the	valuation	model,	and	resulting	expense	recorded.Disclosure	controls	and	proceduresDisclosure	controls	and	procedures	are	designed	to	ensure	that	information	required	to	be	disclosed	in	reports	filed	or	submitted	by	the	Companyunder	U.S.	and	Canadian	securities	legislation	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified	in	those	rules,including	providing	reasonable	assurance	that	material	information	is	gathered	and	reported	to	senior	management,	including	the	Chief	ExecutiveOfficer	(“CEO”)	and	Chief	Financial	Officer	(“CFO”),	as	appropriate,	to	permit	timely	decisions	regarding	public	disclosure.	Management,	including	theCEO	and	CFO,	has	evaluated	the	effectiveness	of	the	design	and	operation	of	the	Company’s	disclosure	controls	and	procedures,	as	defined	in	Rule	13a-15(e)	and	15d-15(e)	of	the	US	Exchange	Act	and	the	rules	of	Canadian	Securities	Administrators,	as	at	November	30,	2020.	Based	on	this	evaluation,the	CEO	and	CFO	have	concluded	that	the	Company’s	disclosure	controls	and	procedures	were	effective	as	at	November	30,	2020.Internal	control	over	financial	reportingManagement	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	as	defined	in	Rule	13a-15(f)	and	15d-15(f)	of	the	U.S.	Exchange	Act	and	National	Instrument	52-109	Certification	of	Disclosure	in	Issuer’s	Annual	and	Interim	filings.	Any	system	of	internalcontrol	over	financial	reporting,	no	matter	how	well	designed,	has	inherent	limitations.	Therefore,	even	those	systems	determined	to	be	effective	canprovide	only	reasonable	assurance	with	respect	to	financial	statement	preparation	and	presentation.	Management	has	used	the	Committee	ofSponsoring	Organizations	of	the	Treadway	Commission	in	Internal	Control	–	Integrated	Framework	(2013)	to	evaluate	the	effectiveness	of	theCompany’s	internal	control	over	financial	reporting.	Based	on	this	assessment,	management	has	concluded	that	as	at	November	30,	2020,	theCompany’s	internal	control	over	financial	reporting	was	effective.Risk	factorsTrilogy	and	its	future	business,	operations	and	financial	condition	are	subject	to	various	risks	and	uncertainties	due	to	the	nature	of	its	business	and	thepresent	stage	of	exploration	of	its	mineral	properties.	Certain	of	these	risks	and	uncertainties	are	under	the	heading	“Risk	Factors”	under	Trilogy’sForm	10-K	dated	February	12,	2021	available	on	SEDAR	at	www.sedar.com	and	EDGAR	at	www.sec.gov	and	on	our	website	at	www.trilogymetals.com.Additional	informationAdditional	information	regarding	the	Company,	including	our	annual	report	on	Form	10-K,	is	available	on	SEDAR	at	www.sedar.com	and	EDGAR	atwww.sec.gov	and	on	our	website	at	www.trilogymetals.com.Table	of	Contents97Cautionary	notesForward-looking	statementsThis	Management’s	Discussion	and	Analysis	contains	“forward-looking	information”	and	“forward-looking	statements”	within	the	meaning	of	Section27A	of	the	U.S.	Securities	Act	of	1933,	as	amended,	Section	21E	of	the	U.S.	Securities	Exchange	Act	of	1934,	as	amended	(the	“Exchange	Act”),	and	otherapplicable	securities	laws.	These	forward-looking	statements	may	include	statements	regarding	the	Company’s	work	programs	and	budgets;	perceivedmerit	of	properties,	exploration	results	and	budgets,	the	Company	and	Ambler	Metals’s	funding	requirements,	mineral	reserves	and	resource	estimates,work	programs,	capital	expenditures,	operating	costs,	cash	flow	estimates,	production	estimates	and	similar	statements	relating	to	the	economicviability	of	a	project,	timelines,	strategic	plans,	statements	regarding	Ambler	Metals’	plans	and	expectations	relating	to	its	Upper	Kobuk	MineralProjects,	sufficiency	of	the	$145	million	subscription	price	to	fund	the	UKMP;	impact	of	COVID-19	on	the	Company’s	operations;	market	prices	forprecious	and	base	metals;	statements	regarding	the	Ambler	Road	Project;	or	other	statements	that	are	not	statements	of	fact.	These	statements	relateto	analyses	and	other	information	that	are	based	on	forecasts	of	future	results,	estimates	of	amounts	not	yet	determinable	and	assumptions	ofmanagement.	Statements	concerning	mineral	resource	estimates	may	also	be	deemed	to	constitute	“forward-looking	statements”	to	the	extent	thatthey	involve	estimates	of	the	mineralization	that	will	be	encountered	if	the	property	is	developed.Any	statements	that	express	or	involve	discussions	with	respect	to	predictions,	expectations,	beliefs,	plans,	projections,	objectives,	assumptions	or	futureevents	or	performance	(often,	but	not	always,	identified	by	words	or	phrases	such	as	“expects”,	“is	expected”,	“anticipates”,	“believes”,	“plans”,“projects”,	“estimates”,	“assumes”,	“intends”,	“strategy”,	“goals”,	“objectives”,	“potential”,	“possible”	or	variations	thereof	or	stating	that	certainactions,	events,	conditions	or	results	“may”,	“could”,	“would”,	“should”,	“might”	or	“will”	be	taken,	occur	or	be	achieved,	or	the	negative	of	any	of	theseterms	and	similar	expressions)	are	not	statements	of	historical	fact	and	may	be	forward-looking	statements.Forward-looking	statements	are	based	on	the	beliefs,	expectations	and	opinions	of	management	on	the	date	the	statements	are	made,	as	well	as	on	anumber	of	material	assumptions,	which	could	prove	to	be	significantly	incorrect,	including	about:●our	ability	to	achieve	production	at	the	Upper	Kobuk	Mineral	Projects;●the	accuracy	of	our	mineral	resource	and	reserve	estimates;●the	results,	costs	and	timing	of	future	exploration	drilling	and	engineering;●timing	and	receipt	of	approvals,	consents	and	permits	under	applicable	legislation;●the	adequacy	of	our	financial	resources;●the	receipt	of	third	party	contractual,	regulatory	and	governmental	approvals	for	the	exploration,	development,	construction	and	productionof	our	properties	and	any	litigation	or	challenges	to	such	approvals;●our	expected	ability	to	develop	adequate	infrastructure	and	that	the	cost	of	doing	so	will	be	reasonable;●continued	good	relationships	with	South32,	our	joint	venture	partner,	as	well	as	local	communities	and	other	stakeholders;●there	being	no	significant	disruptions	affecting	operations,	whether	relating	to	labor,	supply,	power	damage	to	equipment	or	other	matter;●expected	trends	and	specific	assumptions	regarding	metal	prices	and	currency	exchange	rates;Table	of	Contents98●the	potential	impact	of	the	novel	coronavirus	(COVID-19);	and●prices	for	and	availability	of	fuel,	electricity,	parts	and	equipment	and	other	key	supplies	remaining	consistent	with	current	levels.We	have	also	assumed	that	no	significant	events	will	occur	outside	of	our	normal	course	of	business.	Although	we	have	attempted	to	identify	importantfactors	that	could	cause	actual	actions,	events	or	results	to	differ	materially	from	those	described	in	forward-looking	statements,	there	may	be	otherfactors	that	cause	actions,	events	or	results	not	to	be	as	anticipated,	estimated	or	intended.	We	believe	that	the	assumptions	inherent	in	the	forward-looking	statements	are	reasonable	as	of	the	date	of	this	MD&A.	However,	forward-looking	statements	are	not	guarantees	of	future	performance	and,accordingly,	undue	reliance	should	not	be	put	on	such	statements	due	to	the	inherent	uncertainty	therein.Forward-looking	statements	are	subject	to	a	variety	of	known	and	unknown	risks,	uncertainties	and	other	factors	that	could	cause	actual	events	orresults	to	differ	from	those	reflected	in	the	forward-looking	statements,	including,	without	limitation:●risks	related	to	the	COVID-19	pandemic;●risks	related	to	inability	to	define	proven	and	probable	reserves;●risks	related	to	our	ability	to	finance	the	development	of	our	mineral	properties	through	external	financing,	strategic	alliances,	the	sale	ofproperty	interests	or	otherwise;●uncertainty	as	to	whether	there	will	ever	be	production	at	the	Company’s	mineral	exploration	and	development	properties;●risks	related	to	our	ability	to	commence	production	and	generate	material	revenues	or	obtain	adequate	financing	for	our	planned	explorationand	development	activities;●risks	related	to	lack	of	infrastructure	including	but	not	limited	to	the	risk	whether	or	not	the	Ambler	Mining	District	Industrial	Access	Project,	orAMDIAP,	will	receive	the	requisite	permits	and,	if	it	does,	whether	the	Alaska	Industrial	Development	and	Export	Authority	will	build	theAMDIAP;●risks	related	to	inclement	weather	which	may	delay	or	hinder	exploration	activities	at	our	mineral	properties;●risks	related	to	our	dependence	on	a	third	party	for	the	development	of	our	projects;●none	of	the	Company’s	mineral	properties	are	in	production	or	are	under	development;●commodity	price	fluctuations;●uncertainty	related	to	title	to	our	mineral	properties;●our	history	of	losses	and	expectation	of	future	losses;●risks	related	to	increases	in	demand	for	equipment,	skilled	labor	and	services	needed	for	exploration	anddevelopment	of	mineral	properties,	and	related	cost	increases;●uncertainties	relating	to	the	assumptions	underlying	our	resource	estimates,	such	as	metal	pricing,	metallurgy,	mineability,	marketability	andoperating	and	capital	costs;●uncertainty	related	to	inferred	mineral	resources;Table	of	Contents99●mining	and	development	risks,	including	risks	related	to	infrastructure,	accidents,	equipment	breakdowns,	labor	disputes	or	otherunanticipated	difficulties	with	or	interruptions	in	development,	construction	or	production;●risks	and	uncertainties	relating	to	the	interpretation	of	drill	results,	the	geology,	grade	and	continuity	of	our	mineral	deposits;●risks	related	to	governmental	regulation	and	permits,	including	environmental	regulation,	including	the	risk	that	more	stringent	requirementsor	standards	may	be	adopted	or	applied	due	to	circumstances	unrelated	to	the	Company	and	outside	of	our	control;●the	risk	that	permits	and	governmental	approvals	necessary	to	develop	and	operate	mines	at	our	mineral	properties	will	not	be	available	on	atimely	basis	or	at	all;●risks	related	to	the	need	for	reclamation	activities	on	our	properties	and	uncertainty	of	cost	estimates	related	thereto;●risks	related	to	the	acquisition	and	integration	of	operations	or	projects;●our	need	to	attract	and	retain	qualified	management	and	technical	personnel;●risks	related	to	conflicts	of	interests	of	some	of	our	directors	and	officers;●risks	related	to	potential	future	litigation;●risks	related	to	market	events	and	general	economic	conditions;●risks	related	to	future	sales	or	issuances	of	equity	securities	decreasing	the	value	of	existing	Trilogy	commonshares,	diluting	voting	power	and	reducing	future	earnings	per	share;●risks	related	to	the	voting	power	of	our	major	shareholders	and	the	impact	that	a	sale	by	such	shareholders	may	have	on	our	share	price;●uncertainty	as	to	the	volatility	in	the	price	of	the	Company’s	common	shares;●the	Company’s	expectation	of	not	paying	cash	dividends;●adverse	federal	income	tax	consequences	for	U.S.	shareholders	should	the	Company	be	a	passive	foreign	investment	company;●risks	related	to	global	climate	change;●risks	related	to	adverse	publicity	from	non-governmental	organizations;●uncertainty	as	to	our	ability	to	maintain	the	adequacy	of	internal	control	over	financial	reporting	as	per	the	requirements	of	Section	404	of	theSarbanes-Oxley	Act;	and●increased	regulatory	compliance	costs,	associated	with	rules	and	regulations	promulgated	by	the	United	States	Securities	and	ExchangeCommission,	Canadian	Securities	Administrators,	the	NYSE	American,	the	Toronto	Stock	Exchange,	and	the	Financial	Accounting	StandardsBoards,	and	more	specifically,	our	efforts	to	comply	with	the	Dodd-Frank	Wall	Street	Reform	and	Consumer	Protection	Act;This	list	is	not	exhaustive	of	the	factors	that	may	affect	any	of	the	Company’s	forward-looking	statements.	Forward-looking	statements	are	statementsabout	the	future	and	are	inherently	uncertain,	and	actual	achievements	of	theTable	of	Contents100Company	or	other	future	events	or	conditions	may	differ	materially	from	those	reflected	in	the	forward-looking	statements	due	to	a	variety	of	risks,uncertainties	and	other	factors,	including,	without	limitation,	those	referred	to	in	Trilogy’s	Form	10-K	dated	February	12,	2021,	filed	with	the	Canadiansecurities	regulatory	authorities	and	the	SEC,	and	other	information	released	by	Trilogy	and	filed	with	the	appropriate	regulatory	agencies.The	Company’s	forward-looking	statements	are	based	on	the	beliefs,	expectations	and	opinions	of	management	on	the	date	the	statements	are	made,and	the	Company	does	not	assume	any	obligation	to	update	forward-looking	statements	if	circumstances	or	management’s	beliefs,	expectations	oropinions	should	change,	except	as	required	by	law.	For	the	reasons	set	forth	above,	investors	should	not	place	undue	reliance	on	forward-lookingstatements.Cautionary	note	to	United	States	investorsReserve	and	resource	estimatesThis	Management’s	Discussion	and	Analysis	has	been	prepared	in	accordance	with	the	requirements	of	the	securities	laws	in	effect	in	Canada,	whichdiffer	from	the	requirements	of	U.S.	securities	laws.	Unless	otherwise	indicated,	all	resource	and	reserve	estimates	included	in	this	Management’sDiscussion	and	Analysis	have	been	prepared	in	accordance	with	National	Instrument	43-101	Standards	of	Disclosure	for	Mineral	Projects	(“NI	43-101”)and	the	Canadian	Institute	of	Mining,	Metallurgy,	and	Petroleum	Definition	Standards	on	Mineral	Resources	and	Mineral	Reserves.	NI	43-101	is	arule	developed	by	the	Canadian	Securities	Administrators	which	establishes	standards	for	all	public	disclosure	an	issuer	makes	of	scientific	and	technicalinformation	concerning	mineral	projects.	Canadian	standards,	including	NI	43-101,	differ	significantly	from	the	requirements	of	the	SEC,	and	resourceand	reserve	information	contained	herein	may	not	be	comparable	to	similar	information	disclosed	by	U.S.	companies.	In	particular,	and	without	limitingthe	generality	of	the	foregoing,	the	term	“resource”	does	not	equate	to	the	term	“reserves”.	Under	U.S.	standards,	mineralization	may	not	be	classifiedas	a	“reserve”	unless	the	determination	has	been	made	that	the	mineralization	could	be	economically	and	legally	produced	or	extracted	at	the	time	thereserve	determination	is	made.	The	SEC’s	disclosure	standards	normally	do	not	permit	the	inclusion	of	information	concerning	“measured	mineralresources”,	“indicated	mineral	resources”	or	“inferred	mineral	resources”	or	other	descriptions	of	the	amount	of	mineralization	in	mineral	deposits	thatdo	not	constitute	“reserves”	by	U.S.	standards	in	documents	filed	with	the	SEC.	Investors	are	cautioned	not	to	assume	that	any	part	or	all	of	mineraldeposits	in	these	categories	will	ever	be	converted	into	reserves.	U.S.	investors	should	also	understand	that	“inferred	mineral	resources”	have	a	greatamount	of	uncertainty	as	to	their	existence	and	great	uncertainty	as	to	their	economic	and	legal	feasibility.	Under	Canadian	rules,	estimated	“inferredmineral	resources”	may	not	form	the	basis	of	feasibility	or	pre-feasibility	studies	except	in	rare	cases.	Investors	are	cautioned	not	to	assume	that	all	orany	part	of	an	“inferred	mineral	resource”	exists	or	is	economically	or	legally	mineable.	Disclosure	of	“contained	ounces”	in	a	resource	is	permitteddisclosure	under	Canadian	regulations;	however,	the	SEC	normally	only	permits	issuers	to	report	mineralization	that	does	not	constitute	“reserves”	bySEC	standards	as	in-place	tonnage	and	grade	without	reference	to	unit	measures.	The	requirements	of	NI	43-101	for	identification	of	“reserves”	are	alsonot	the	same	as	those	of	the	SEC,	and	reserves	reported	by	the	Company	in	compliance	with	NI	43-101	may	not	qualify	as	“reserves”	under	SECstandards.	Accordingly,	information	concerning	mineral	deposits	set	forth	herein	may	not	be	comparable	with	information	made	public	by	companiesthat	report	in	accordance	with	U.S.	standards.Item	7A.		QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISKNot	applicable.Item	8.					FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATASupplementary	DataFor	the	required	supplementary	data,	please	see	the	section	heading	“Item	7.	Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Resultsof	Operations”	above.Table	of	Contents101Management’s	Report	on	Internal	Control	over	Financial	ReportingThe	management	of	Trilogy	Metals	Inc.	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	underRule	13a-15(f)	and	15d-15(f)	of	the	U.S.	Exchange	Act.	The	Securities	Exchange	Act	of	1934	defines	this	as	a	process	designed	by,	or	under	thesupervision	of,	the	Company’s	principal	executive	and	principal	financial	officers	and	effected	by	the	Company’s	Board	of	Directors,	management	andother	personnel,	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	externalpurposes	in	accordance	with	generally	accepted	accounting	principles	in	the	United	States	of	America,	and	includes	those	policies	and	procedures	that:●pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	ofthe	Company;●provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	withgenerally	accepted	accounting	principles	in	the	United	States	of	America,	and	that	receipts	and	expenditures	of	the	Company	are	being	madeonly	in	accordance	with	authorizations	of	management	and	directors	of	the	Company;	and●provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use	or	disposition	of	the	Company’sassets	that	may	have	a	material	effect	on	the	consolidated	financial	statements.Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Projections	of	any	evaluation	ofeffectiveness	to	future	periods	are	subject	to	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	ofcompliance	with	the	policies	or	procedures	may	deteriorate.Management	assessed	the	effectiveness	of	the	Company’s	internal	control	over	financial	reporting	as	of	November	30,	2020.	In	making	thisassessment,	the	Company’s	management	used	the	criteria	set	forth	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	inInternal	Control	–	Integrated	Framework	(2013).Based	upon	our	assessment	and	those	criteria,	management	concluded	that	the	Company’s	internal	control	over	financial	reporting	is	effective	as	ofNovember	30,	2020./s/	Tony	Giardini				/s/	Elaine	Sanders			Tony	Giardini	Elaine	SandersPresident,	Chief	Executive	Officer	&	Director	Vice	President	&	Chief	Financial	Officer			February	11,	2021		Table	of	Contents102Report	of	Independent	Registered	Public	Accounting	FirmReport	of	Independent	Registered	Public	Accounting	FirmTo	the	Shareholders	and	Board	of	Directors	of	Trilogy	Metals	Inc.Opinions	on	the	Financial	StatementsWe	have	audited	the	accompanying	consolidated	balance	sheets	of	Trilogy	Metals	Inc.	and	its	subsidiaries	(together,	the	Company)	as	of	November	30,2020	and	2019,	and	the	related	consolidated	statements	of	earnings	(loss)	and	comprehensive	earnings	(loss),	changes	in	shareholders’	equity	and	cashflows	for	each	of	the	three	years	in	the	period	ended	November	30,	2020,	including	the	related	notes	(collectively	referred	to	as	the	consolidatedfinancial	statements).	In	our	opinion,	the	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Companyas	of	November	30,	2020	and	2019,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	November	30,2020	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.Basis	for	OpinionsThese	consolidated	financial	statements	are	the	responsibility	of	the	Company’s	management.	Our	responsibility	is	to	express	an	opinion	on	theCompany’s	consolidated	financial	statements	based	on	our	audits.	We	are	a	public	accounting	firm	registered	with	the	Public	Company	AccountingOversight	Board	(United	States)	(PCAOB)	and	are	required	to	be	independent	with	respect	to	the	Company	in	accordance	with	the	U.S.	federalsecurities	laws	and	the	applicable	rules	and	regulations	of	the	Securities	and	Exchange	Commission	and	the	PCAOB.We	conducted	our	audits	of	these	consolidated	financial	statements	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	weplan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	consolidated	financial	statements	are	free	of	material	misstatement,whether	due	to	error	or	fraud.	The	Company	is	not	required	to	have,	nor	were	we	engaged	to	perform,	an	audit	of	its	internal	control	over	financialreporting.	As	part	of	our	audits	we	are	required	to	obtain	an	understanding	of	internal	control	over	financial	reporting	but	not	for	the	purpose	ofexpressing	an	opinion	on	the	effectiveness	of	the	Company’s	internal	control	over	financial	reporting.	Accordingly,	we	express	no	such	opinion.Our	audits	included	performing	procedures	to	assess	the	risks	of	material	misstatement	of	the	consolidated	financial	statements,	whether	due	to	erroror	fraud,	and	performing	procedures	that	respond	to	those	risks.	Such	procedures	included	examining,	on	a	test	basis,	evidence	regarding	the	amountsand	disclosures	in	the	consolidated	financial	statements.	Our	audits	also	included	evaluating	the	accounting	principles	used	and	significant	estimatesmade	by	management,	as	well	as	evaluating	the	overall	presentation	of	the	consolidated	financial	statements.	We	believe	that	our	audits	provide	areasonable	basis	for	our	opinion./s/	PricewaterhouseCoopers	LLPChartered	Professional	AccountantsVancouver,	CanadaFebruary	11,	2021We	have	served	as	the	Company's	auditor	since	2012.Table	of	Contents103Trilogy	Metals	Inc.Consolidated	Balance	SheetsAs	at	November	30,	2020	and	2019																																								in	thousands	of	US	dollarsNovember	30,	2020November	30,	2019				$				$		Assets					Current	assets					Cash	and	cash	equivalents	11,125		19,174Accounts	receivable	(note	3)	129		264Deposits	and	prepaid	amounts	184		719	11,438		20,157Investment	in	Ambler	Metals	LLC	(note	4)	173,145	—Fixed	assets	(note	5)	206		715Mineral	properties	and	development	costs	(note	6)	—		30,631Rent	deposit	(note	8	(a))	—	114Right	of	use	asset	(note	8	(a))	476	—	185,265		51,617Liabilities					Current	liabilities					Accounts	payable	and	accrued	liabilities	(note	7)	888		2,354Current	portion	of	lease	liability	158	—	1,046		2,354Long-term	portion	of	lease	liability	(note	8	(b))	408	—Mineral	properties	purchase	option	—		31,000	1,454		33,354Shareholders’	equity					Share	capital	(note	9)	–	unlimited	common	shares	authorized,	no	par	value	Issued	–144,137,850	(2019	–	140,427,761)	179,746		177,971Contributed	surplus	122		122			Contributed	surplus	–	options	(note	9(a))	23,303		21,123			Contributed	surplus	–	units	(note	9(b))	1,585		1,759Deficit	(20,945)		(182,712)	183,811		18,263	185,265		51,617Commitments	and	contingencies	(note	13)Subsequent	events	(note	14)(See	accompanying	notes	to	the	consolidated	financial	statements)/s/Tony	Giardini,	President,	CEO	and	Director	/s/	Kalidas	Madhavpeddi,	Director			Approved	on	behalf	of	the	Board	of	Directors		Table	of	Contents104Trilogy	Metals	Inc.Consolidated	Statements	of	Earnings	(Loss)	and	Comprehensive	Earnings	(Loss)For	the	Years	Ended	November	30in	thousands	of	US	dollars,	except	share	and	per	share	amounts202020192018$				$				$		Expenses						Amortization	91		211		160Feasibility	study	(note	6(d))	1,065	—	—Foreign	exchange	(gain)	loss	56		(19)		(26)General	and	administrative	1,650		1,838		1,532Investor	relations	537		623		406Mineral	properties	expense	(note	6(a))	1,545		19,211		16,490Professional	fees	1,347		1,382		453Salaries	1,411		1,314		1,467Salaries	–	technical	services	(note	4(e))	898	—	—Salaries	–	stock-based	compensation	3,564		3,845		1,441Total	expenses	12,164		28,405		21,923Other	items						Loss	on	held	for	trading	investments	—		—		272Gain	on	derecognition	of	assets	contributed	to	joint	venture	(note	4(a))	(175,770)	—	—Share	of	loss	on	equity	investment	(note	4(b))	2,855	—	—Interest	and	other	income	(87)		(500)		(346)Services	agreement	income	(note	4(e))	(929)		—		—Comprehensive	earnings	(loss)	for	the	year	161,767		(27,905)		(21,849)Basic	earnings	(loss)	per	common	share	1.14	(0.21)	(0.18)Diluted	earnings	(loss)	per	common	share	1.12	(0.21)	(0.18)Basic	weighted	average	number	of	common	shares	outstanding	141,464,877	135,225,349	121,778,727Diluted	weighted	average	number	of	common	shares	outstanding	144,604,750	135,225,349	121,778,727(See	accompanying	notes	to	the	consolidated	financial	statements)Table	of	Contents105Trilogy	Metals	Inc.Consolidated	Statements	of	Changes	in	Shareholders’	EquityFor	the	Years	Ended	November	30in	thousands	of	US	dollars,	except	share	amounts								ContributedContributed				Total	Contributedsurplus	–surplus	–shareholders’	Number	of	sharesShare	capitalWarrantssurplusoptionsunitsDeficitequity				outstanding				$				$				$				$				$				$				$			Balance	–	2017		105,684,523	136,525		2,163		124		18,402		1,319		(132,868)	25,665Bought-deal	financing	(note	9)	24,784,482	28,750	90	—	—	—	(90)	28,750Share	issuance	costs	—	(1,805)	—	—	—	—	—	(1,805)Exercise	of	options	315,148	140	—	—	(140)	—	—	—Restricted	Share	Units	800,000	457	—	—	—	(457)	—	—NovaGold	DSU	conversion		1,459	2		—		(2)		—		—		—	—Stock-based	compensation		—	—		—		—		814		627		—	1,441Loss	for	the	year		—	—		—		—		—		—		(21,849)	(21,849)Balance	–	2018		131,585,612	164,069		2,253		122		19,076		1,489		(154,807)	32,202Exercise	of	options		1,725,776	1,123		—		—		(915)		—		—	208Exercise	of	warrants		6,521,740	12,166		(2,253)		—		—		—		—	9,913Restricted	share	units		412,501	424		—		—		—		(424)		—	—Deferred	share	units		182,132	189		—		—		—		(189)		—	—Stock-based	compensation		—	—		—		—		2,962		883		—	3,845Loss	for	the	year		—	—		—		—		—		—		(27,905)	(27,905)Balance	–	2019		140,427,761	177,971		—		122		21,123		1,759		(182,712)	18,263Exercise	of	options	3,297,588	1,133	—	—	(916)	—	—	217Exercise	of	warrants	—	—	—	—	—	—	—	—Restricted	share	units	412,501	642	—	—	—	(642)	—	—Deferred	share	units	—	—	—	—	—	—	—	—Stock-based	compensation	—	—	—	—	3,096	468	—	3,564Earnings	for	the	year	—	—	—	—	—	—	161,767	161,767Balance	–	2020	144,137,850	179,746	—	122	23,303	1,585	(20,945)	183,811(See	accompanying	notes	to	the	consolidated	financial	statements)Table	of	Contents106Trilogy	Metals	Inc.Consolidated	Statements	of	Cash	FlowsFor	the	Years	Ended	November	30in	thousands	of	US	dollars202020192018				$				$				$		Cash	flows	used	in	operating	activities								Earnings	(loss)	for	the	year	161,767		(27,905)		(21,849)Adjustments	to	reconcile	net	loss	to	cash	flows	in	operating	activities				Amortization	91		211		160Right	of	use	asset	amortization	and	lease	accretion	182	—	—Office	lease	payments	(189)	—	—Loss	on	working	capital	written-off	upon	joint	venture	formation	18	—	—Gain	on	derecognition	of	assets	(note	4(a))	(175,770)	—	—Loss	on	equity	investment	in	Ambler	Metals	LLC	(note	4(b))	2,855	—	—Loss	on	held	for	trading	investments	—		—		272Unrealized	foreign	exchange	loss	(gain)	27		1		(53)Stock-based	compensation	3,564		3,845		1,441Net	change	in	non-cash	working	capital				Decrease	(increase)	in	accounts	receivable	135		(241)		447Decrease	(increase)	in	deposits	and	prepaid	amounts	535		(100)		104(Decrease)	increase	in	accounts	payable	and	accrued	liabilities	(1,466)		697		(2,592)	(8,251)		(23,492)		(22,070)Cash	flows	from	financing	activities								Proceeds	from	exercise	of	options	217	208	—Proceeds	from	exercise	of	warrants	—	9,913	—Proceeds	from	bought	deal	financing	(note	9(d))	—		—		28,750Share	issuance	costs	—		—		(1,805)	217		10,121		26,945Cash	flows	from	investing	activities								Acquisition	of	plant	&	equipment	—		(645)		(7)Mineral	properties	funding	—		10,200		10,435Proceeds	from	the	sale	of	investments,	net	of	fees	—		—		2,297	—		9,555		12,725(Decrease)	increase	in	cash	and	cash	equivalents	(8,034)		(3,816)		17,600Effect	of	exchange	rate	on	cash	and	cash	equivalents	(15)		(1)		—Cash	and	cash	equivalents	–	beginning	of	year	19,174		22,991		5,391Cash	and	cash	equivalents	–	end	of	year	11,125		19,174		22,991(See	accompanying	notes	to	the	consolidated	financial	statements)Table	of	Contents107Trilogy	Metals	Inc.Notes	to	the	Consolidated	Financial	Statements1)				Nature	of	operationsTrilogy	Metals	Inc.,	(“Trilogy”,	the	“Company”,	or	“we”)	was	incorporated	in	British	Columbia	under	the	Business	Corporations	Act	(BC)	on	April	27,2011.	The	Company	is	engaged	in	the	exploration	and	development	of	mineral	properties,	through	our	equity	investee	(note	4),	with	a	focus	on	theUpper	Kobuk	Mineral	Projects	(“UKMP”),	including	the	Arctic	and	Bornite	Projects	located	in	Northwest	Alaska	in	the	United	States	of	America	(“US”	or“USA”).2)				Summary	of	significant	accounting	policiesBasis	of	presentationThese	consolidated	financial	statements	have	been	prepared	using	accounting	principles	generally	accepted	in	the	United	States	(“U.S.	GAAP”)	andinclude	the	accounts	of	Trilogy	and	its	wholly	owned	subsidiary,	NovaCopper	US	Inc.	(dba	“Trilogy	Metals	US”).	All	intercompany	transactions	areeliminated	on	consolidation.	For	variable	interest	entities	(“VIEs”)	where	Trilogy	is	not	the	primary	beneficiary,	we	use	the	equity	method	ofaccounting.All	figures	are	in	United	States	dollars	unless	otherwise	noted.	References	to	CDN$	refer	to	amounts	in	Canadian	dollars.These	financial	statements	were	approved	by	the	Company’s	Board	of	Directors	for	issue	on	February	11,	2021.Cash	and	cash	equivalentsCash	and	cash	equivalents	had	been	comprised	of	highly	liquid	investments	maturing	less	than	90	days	from	date	of	initial	investment.Investment	in	affiliatesInvestments	in	unconsolidated	ventures	over	which	the	Company	has	the	ability	to	exercise	significant	influence,	but	does	not	control,	are	accountedfor	under	the	equity	method	and	include	the	Company’s	investment	in	the	Ambler	Metals	project.	We	identified	Ambler	Metals	LLC	as	a	VIE	as	theentity	is	dependent	on	funding	from	its	owners.	All	funding,	ownership,	voting	rights	and	power	to	exercise	control	is	shared	equally	on	a	50/50	basisbetween	the	owners	of	the	VIE.	Therefore,	the	Company	has	determined	that	it	is	not	the	primary	beneficiary	of	the	VIE.	The	Company’s	maximumexposure	to	loss	is	its	investment	in	Ambler	Metals	LLC.Ambler	Metals	LLC	is	a	non-publicly	traded	equity	investee	holding	exploration	and	development	projects.	Investments	in	nonconsolidated	entitiesaccounted	for	under	the	equity	method	are	assessed	for	impairment	whenever	changes	in	the	facts	and	circumstances	indicate	a	loss	in	value	hasoccurred.	When	indicators	exist,	the	fair	value	is	estimated	and	compared	to	the	investment	carrying	value.	If	any	impairment	is	judgmentallydetermined	to	be	other	than	temporary,	the	carrying	value	of	the	investment	is	written	down	to	fair	value.	The	fair	value	of	the	impaired	investment	isdetermined	based	on	quoted	market	prices,	if	available,	or	upon	the	present	value	of	expected	future	cash	flows	using	discount	rates	and	otherassumptions	believed	to	be	consistent	with	those	used	by	principal	market	participants	and	observed	market	earnings	multiples	of	comparablecompanies.	Events	that	could	indicate	impairment	of	an	investment	in	affiliates	include	a	significant	decrease	in	long-term	expected	commodity	prices,a	significant	increase	in	expected	operating	or	capital	costs,	unfavorable	exploration	results	or	technical	studies,	a	significant	decrease	in	reserves,	aloss	of	significant	mineral	claims	or	a	change	in	the	development	plan	or	strategy	for	the	project.Table	of	Contents108Fixed	assetsPlant	and	equipment	were	recorded	at	cost	and	amortization	began	when	the	asset	was	put	into	service.	Amortization	is	calculated	on	a	straight-linebasis	over	the	respective	assets’	estimated	useful	lives.	Amortization	periods	by	asset	class	are:Computer	hardware	and	software3	yearsLeasehold	Improvementslease	termOffice	furniture	and	equipment5	yearsMachinery	and	equipment3	–	10	yearsVehicles3	yearsMineral	properties	and	development	costsAll	direct	costs	related	to	the	acquisition	of	mineral	property	interests	were	capitalized.	Mineral	property	exploration	expenditures	were	expensedwhen	incurred.	When	it	has	been	established	that	a	mineral	deposit	is	commercially	mineable,	an	economic	analysis	has	been	completed	and	permitsare	obtained,	the	costs	subsequently	incurred	to	develop	a	mine	on	the	property	prior	to	the	start	of	mining	operations	are	capitalized.	Capitalizedcosts	will	be	amortized	following	commencement	of	production	using	the	unit	of	production	method	over	the	estimated	life	of	proven	and	probablereserves.The	acquisition	of	title	to	mineral	properties	is	a	complicated	and	uncertain	process.	The	Company	has	taken	steps,	in	accordance	with	industrystandards,	to	verify	the	title	to	mineral	properties	held	prior	to	being	transferred	to	the	Joint	Venture,	in	which	it	has	an	interest.	Although	theCompany	has	made	efforts	to	ensure	that	legal	titles	to	its	mining	assets	are	properly	recorded,	there	can	be	no	assurance	that	such	title	will	besecured	indefinitely.Impairment	of	long-lived	assetsManagement	assesses	the	possibility	of	impairment	in	the	carrying	value	of	long-lived	assets	whenever	events	or	circumstances	indicate	that	thecarrying	amounts	of	the	asset	or	asset	group	may	not	be	recoverable.	Management	calculates	the	estimated	undiscounted	future	net	cash	flowsrelating	to	the	asset	or	asset	group	using	estimated	future	prices,	proven	and	probable	reserves	and	other	mineral	resources,	and	operating,	capitaland	reclamation	costs.	When	the	carrying	value	of	an	asset	exceeds	the	related	undiscounted	cash	flows,	the	asset	is	written	down	to	its	estimated	fairvalue,	which	is	usually	determined	using	discounted	future	cash	flows.	Management’s	estimates	of	mineral	prices,	mineral	resources,	foreign	exchangerates,	production	levels	operating,	capital	and	reclamation	costs	are	subject	to	risk	and	uncertainties	that	may	affect	the	determination	of	therecoverability	of	the	long-lived	asset.	It	is	possible	that	material	changes	could	occur	that	may	adversely	affect	management’s	estimates.Income	taxesThe	liability	method	of	accounting	for	income	taxes	is	used	and	is	based	on	differences	between	the	accounting	and	tax	bases	of	assets	and	liabilities.Deferred	income	tax	assets	and	liabilities	are	recognized	for	temporary	differences	between	the	tax	and	accounting	basis	of	assets	and	liabilities	as	wellas	for	the	benefit	of	losses	available	to	be	carried	forward	to	future	years	for	tax	purposes	using	enacted	income	tax	rates	expected	to	be	in	effect	forthe	period	in	which	the	differences	are	expected	to	reverse.	Deferred	income	tax	assets	are	evaluated	and,	if	realization	is	not	considered	more	likelythan	not,	a	valuation	allowance	is	provided.Uncertainty	in	income	tax	positionsThe	Company	recognizes	tax	benefits	from	uncertain	tax	positions	only	if	it	is	at	least	more	likely	than	not	that	the	tax	position	will	be	sustained	onexamination	by	the	taxing	authorities,	based	on	the	technical	merits	of	the	position.	Any	tax	benefits	recognized	in	the	financial	statements	from	such	aposition	are	measured	based	on	the	largest	benefit	thatTable	of	Contents109has	a	greater	than	50%	likelihood	of	being	realized	upon	settlement	with	the	taxing	authorities.	Related	interest	and	penalties,	if	any,	are	recorded	astax	expense	in	the	tax	provision.Financial	instrumentsHeld-for-trading	financial	assets	and	liabilities	are	recorded	at	fair	value	as	determined	by	active	market	prices	or	valuation	models,	as	appropriate.Valuation	models	require	the	use	of	assumptions	which	may	include	the	expected	life	of	the	instrument,	the	expected	volatility,	dividend	payouts,	andinterest	rates.	In	determining	these	assumptions,	management	uses	readily	observable	market	inputs	where	available	or,	where	not	available,	inputsgenerated	by	management.	Changes	in	fair	value	of	held-for-trading	financial	instruments	are	recorded	in	income	or	loss	for	the	period.	Held-for-trading	financial	assets	consisting	of	common	share	and	warrant	investments	in	a	publicly-held	mining	company	were	disposed	during	the	2018fiscal	year.Loans	and	receivables	are	recorded	initially	at	fair	value,	net	of	transaction	costs	incurred,	and	subsequently	at	amortized	cost	using	the	effectiveinterest	rate	method.	Loans	and	receivables	consist	of	cash	and	cash	equivalents,	accounts	receivable,	and	deposits.Other	financial	liabilities	are	recorded	initially	at	fair	value	and	subsequently	at	amortized	cost	using	the	effective	interest	rate	method.	Other	financialliabilities	include	accounts	payable	and	accrued	liabilities.Translation	of	foreign	currenciesMonetary	assets	and	liabilities	are	translated	into	United	States	dollars	at	the	exchange	rate	in	effect	at	the	balance	sheet	date,	and	non-monetaryassets	and	liabilities	at	the	exchange	rate	in	effect	at	the	time	of	acquisition	or	issue.	Income	and	expenses	are	translated	at	rates	approximating	theexchange	rate	in	effect	at	the	time	of	transactions.	Exchange	gains	or	losses	arising	on	translation	are	included	in	income	or	loss	for	the	period.The	functional	currency	of	the	Company	and	its	subsidiary	and	the	Company’s	reporting	currency	is	the	United	States	dollar.Earnings	and	loss	per	shareEarnings	and	loss	per	common	share	is	calculated	based	on	the	weighted	average	number	of	common	shares	outstanding	during	the	year.	TheCompany	follows	the	treasury	stock	method	in	the	calculation	of	diluted	earnings	per	share.	Under	the	treasury	stock	method,	the	weighted	averagenumber	of	common	shares	outstanding	used	for	the	calculation	of	diluted	loss	per	share	assumes	that	the	proceeds	to	be	received	on	the	exercise	ofdilutive	stock	options	and	in	the	prior	year,	warrants	are	used	to	repurchase	common	shares	at	the	average	market	price	during	the	period.Stock-based	compensationCompensation	expense	for	options	granted	to	employees,	directors	and	certain	service	providers	is	determined	based	on	estimated	fair	values	of	theoptions	at	the	time	of	grant	using	the	Black-Scholes	option	pricing	model,	which	takes	into	account,	as	of	the	grant	date,	the	fair	market	value	of	theshares,	expected	volatility,	expected	dividend	yield	and	the	risk-free	interest	rate	over	the	expected	life	of	the	option.	The	compensation	cost	isrecognized	using	the	graded	attribution	method	over	the	vesting	period	of	the	respective	options.	The	expense	relating	to	the	fair	value	of	stockoptions	is	included	in	expenses	and	is	credited	to	contributed	surplus.	Shares	are	issued	from	treasury	in	settlement	of	options	exercised.Compensation	expense	for	restricted	share	units	(“RSUs”)	and	deferred	share	units	(“DSUs”)	granted	to	employees	and	directors,	respectively,	isdetermined	based	on	estimated	fair	values	of	the	units	at	the	time	of	grant	using	quoted	market	prices	or	at	the	time	the	units	qualify	for	equityclassification	under	ASC	718.	The	cost	is	recognized	using	the	graded	attribution	method	over	the	vesting	period	of	the	respective	units.	The	expenserelating	to	the	fair	value	of	the	units	is	included	in	expenses,	net	of	forfeitures	and	is	credited	to	other	liabilities	or	contributed	surplus	based	on	theunit’sTable	of	Contents110classification.	Units	may	be	settled	in	either	i)	cash,	and/or	ii)	shares	purchased	in	the	open	market,	and/or	iii)	shares	issued	from	treasury,	at	theCompany’s	election	at	the	time	of	vesting.Use	of	estimates	and	measurement	uncertaintiesThe	preparation	of	financial	statements	in	conformity	with	U.S.	GAAP	requires	management	to	make	estimates	and	assumptions	of	future	events	thataffect	the	reported	amount	of	assets	and	liabilities	and	disclosure	of	contingent	liabilities	at	the	date	of	the	financial	statements,	and	the	reportedamounts	of	expenditures	during	the	period.	Significant	judgments	include	the	assessment	of	potential	indicators	of	impairment	of	mineral	properties.Significant	estimates	include	the	measurement	of	the	South32	property	acquisition	option	and	subsequent	equity	method	investment,	income	taxes,and	the	valuation	of	stock-based	compensation.	Actual	results	could	differ	materially	from	those	reported.Accounting	standards	adoptedi.LeasesIn	February	2016,	the	FASB	issued	new	accounting	requirements	for	accounting	for,	presentation	of,	and	classification	of	leases	(“ASU	2016-02”)	which,	together	with	subsequent	amendments,	is	included	in	ASC	842,	Leases.	ASC	842	became	effective	for	the	Company	as	ofDecember	1,	2019.The	Company	adopted	ASC	842	using	the	modified	retrospective	transition	method	by	applying	the	transition	provision	and	recording	our	cumulativeadjustment	to	opening	deficit	at	the	beginning	of	the	period	of	adoption	on	December	1,	2019,	rather	than	at	the	beginning	of	the	comparative	periodpresented.	Therefore,	in	the	comparative	periods,	we	continue	to	apply	the	legacy	guidance	in	ASC	840,	including	its	disclosure	requirements.	Weelected	to	apply	all	of	the	transition	practical	expedients	available,	including:●the	package	of	three	practical	expedients	to	(1)	not	reassess	whether	any	expired	or	existing	contracts	are	or	contain	leases,	(2)	not	reassessthe	lease	classification	for	any	expired	or	existing	leases,	and	(3)	not	reassess	initial	direct	costs	for	any	existing	lease;●the	hindsight	practical	expedient	to	use	hindsight	when	determining	lease	term	and	assessing	impairment	of	right-of-use	assets,	if	any;	and●the	easements	practical	expedient	to	continue	applying	our	current	policy	for	accounting	for	any	land	easements	expired	before	or	existing	asof	December	1,	2019.In	addition,	we	elected	to	apply	the	short-term	lease	recognition	exemption	and	elected	to	apply	the	practical	expedient	to	not	separate	lease	andnon-lease	components	for	all	applicable	leases	on	transition.	The	adoption	of	this	new	standard	resulted	in	the	recognition	of	right	of	use	assets	andlease	liabilities	of	$786,000	as	at	December	1,	2019.3)				Accounts	receivable				in	thousands	of	dollars				November	30,	2020November	30,	2019				$						$GST	input	tax	credits	15		42Recoverable	payments	—		222Ambler	Metals	LLC	114		—Accounts	receivable	129		264The	balance	due	from	Ambler	Metals	LLC	(see	note	4	below)	consists	of	services	rendered	by	Trilogy	and	reimbursements	for	invoices	paid	by	Trilogyon	behalf	of	Ambler	Metals	LLC	per	a	service	agreement.	The	balance	was	paid	in	full	by	Ambler	Metals	LLC	subsequent	to	the	year	end.Table	of	Contents1114)				Investment	in	Ambler	Metals	LLC(a)Formation	of	Ambler	Metals	LLCOn	February	11,	2020,	the	Company	completed	the	formation	of	a	50/50	joint	venture	named	Ambler	Metals	LLC	with	South32	Limited	(“South32”).	Aspart	of	the	formation	of	the	joint	venture,	Trilogy	contributed	all	its	assets	associated	with	the	UKMP,	including	the	Arctic	and	Bornite	Projects,	whileSouth32	contributed	US$145	million,	resulting	in	each	party’s	subsidiaries	directly	owning	a	50%	interest	in	Ambler	Metals	LLC.	To	assist	Ambler	Metalsduring	the	initial	set	up	phase,	Trilogy	was	paying	all	of	Ambler	Metals’	invoices	and	being	reimbursed	pursuant	to	a	services	agreement	(the	“ServicesAgreement”)	between	Trilogy	and	Ambler	Metals	until	the	back	office	is	fully	transitioned	to	a	new	permanenet	team	employed	by	the	joint	venture.The	Services	Agreement	ended	on	December	31,	2020.Ambler	Metals	LLC	is	an	independently	operated	company	jointly	controlled	by	Trilogy	and	South32	through	a	four-member	board,	of	which	twomembers	are	currently	appointed	by	Trilogy	based	on	its	50%	equity	interest.	All	significant	decisions	related	to	the	UKMP	require	the	approval	of	bothcompanies.	We	determined	that	Ambler	Metals	LLC	is	a	VIE	because	it	is	expected	to	need	additional	funding	from	its	owners	for	its	significantactivities.	However,	we	concluded	that	we	are	not	the	primary	beneficiary	of	Ambler	Metals	LLC	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	LLC	through	ourrepresentation	on	its	board,	we	use	the	equity	method	of	accounting	for	our	investment	in	Ambler	Metals	LLC.	Our	investment	in	Ambler	Metals	LLCwas	initially	measured	at	its	fair	value	of	$176	million	upon	recognition.	Our	maximum	exposure	to	loss	in	this	entity	is	limited	to	the	carrying	amountof	our	investment	in	Ambler	Metals	LLC,	which	totaled	$173	million,	as	well	as	approximately	$114,000	of	amounts	receivable	per	the	ServicesAgreement.	The	following	table	summarizes	the	gain	on	recognition	of	the	UKMP	assets	upon	transfer	to	the	Ambler	Metals	LLC	joint	venture	onFebruary	11,	2020.				in	thousands	of	dollars				$Fair	value	ascribed	to	Ambler	Metals	LLC	interest	176,000Less:	carrying	value	of	contributed	/eliminated	assets		Mineral	properties	(30,631)Property,	plant	and	equipment	(618)Elimination	of	Fairbanks	warehouse	right	of	use	asset	(93)Elimination	of	prepaid	State	of	Alaska	mining	claim	fees	(303)Add:		Reimbursement	of	claims	staking	44Demobilization	costs	of	drills	278Cancellation	of	Fairbanks	warehouse	lease	liability	93Fair	value	of	mineral	properties	purchase	option	31,000Gain	on	derecognition	175,770(b)Carrying	value	of	investment	in	Ambler	Metals	LLCDuring	the	year	ended	November	30,	2020,	Trilogy	recognized,	based	on	its	50%	ownership	interest	in	Ambler	Metals	LLC,	an	equity	loss	equivalent	toits	pro	rata	share	of	Ambler	Metals	LLC's	net	loss	of	$5.7	million	for	the	period	betweenTable	of	Contents112February	11,	2020	(date	of	joint	venture	formation)	to	November	30,	2020.	The	carrying	value	of	Trilogy’s	50%	investment	in	Ambler	Metals	LLC	as	atNovember	30,	2020	is	summarized	on	the	following	table.				in	thousands	of	dollars				$February	11,	2020,	fair	value	ascribed	to	Ambler	Metals	LLC	interest	176,000Share	of	loss	on	equity	investment	from	February	11,	2020	to	November	30,	2020	(2,855)November	30,	2020,	equity	method	investment	173,145(c)The	following	table	summarizes	Ambler	Metals	LLC's	Balance	Sheet	as	at	November	30,	2020.				in	thousands	of	dollarsNovember	30,	2020				$Current	assets:	Cash,	deposits	and	prepaid	expenses	82,226Non	-	current	assets:	Property,	equipment	and	mineral	properties	31,287Loan	receivable	from	South32	58,478Current	liabilities:	Accounts	payable	and	accrued	liabilities	(1,445)Non	-	current	liabilities:	Lease	obligation	(51)Net	assets	170,495(d)The	following	table	summarizes	Ambler	Metals	LLC's	net	loss	from	the	formation	of	the	joint	venture	on	February	11,	2020	to	the	end	of	thereporting	period	on	November	30,	2020.in	thousands	of	dollarsPeriod	endingNovember	30,	2020				$			Amortization	95Mineral	properties	expense	3,619General	and	administrative	expense	3,177Interest	income	(1,181)Comprehensive	loss	5,710(e)Related	party	transactions	-	services	agreement	incomeThe	Company	charged	$0.9	million	of	expenses	related	to	technical	services,	including	geological,	engineering,	environmental	and	humanresources	and	accounting	services	in	connection	with	the	Services	Agreement.	In	addition,	the	Company	received	payments	of	$2.8	million	relatedto	operating	expenses	paid	on	behalf	of	Ambler	Metals	from	February	11,	2020	to	November	30,	2020	pursuant	to	the	Services	Agreement.Table	of	Contents1135)				Fixed	assetsin	thousands	of	dollars	November	30,	2020																												Assets																										Accumulatedderecognized				Cost				amortization				note	4(a)					Net	$				$				$				$		British	Columbia,	Canada						Furniture	and	equipment		63	(41)	—	22Leasehold	improvements		253	(69)	—	184Computer	hardware	and	software		115	(115)	—	—Alaska,	USA					Machinery,	and	equipment		3,667	(3,049)	(618)	—Vehicles		348	(348)	—	—Computer	hardware	and	software		4	(4)	—	—		4,450	(3,626)	(618)	206in	thousands	of	dollars	November	30,	2019					Accumulated					Cost				amortization				Net	$				$				$		British	Columbia,	Canada				Furniture	and	equipment		63	(29)	34Leasehold	improvements		53	(17)	36Computer	hardware	and	software		115	(112)	3Alaska,	USA							Machinery,	and	equipment		3,667	(3,026)	641Vehicles		348	(348)	—Computer	hardware	and	software		4	(3)	1		4,250	(3,535)	7156)				Mineral	properties	and	development	costsin	thousands	of	dollarsNovember	30,	2019AssetsNovember	30,	2020derecognizednote	4(a)				$				$				$		Alaska,	USA						Ambler	(a)	26,631		(26,631)		—Bornite	(b)	4,000		(4,000)		—	30,631		(30,631)		—Table	of	Contents114in	thousands	of	dollarsNovember	30,	2018Acquisition	costsNovember	30,	2019				$				$				$		Alaska,	USA								Ambler	(a)	26,587		44		26,631Bornite	(b)	4,000		—		4,000	30,587		44		30,631(a)AmblerOn	January	11,	2010,	NovaGold	Resources	Inc.	(“NovaGold”),	through	Alaska	Gold	Company	(“AGC”),	its	wholly-owned	subsidiary,	purchased	100%of	the	Ambler	lands	in	Northwest	Alaska,	which	contains	the	copper-zinc-lead-gold-silver	Arctic	Project	and	other	mineralized	targets	within	thevolcanogenic	massive	sulfide	belt,	through	a	series	of	cash	and	share	payments.	Total	fair	value	of	the	consideration	was	$26.6	million.	The	vendorretained	a	1%	net	smelter	return	royalty	that	can	be	purchased	at	any	time	for	a	one-time	payment	of	$10.0	million.The	Ambler	lands	were	acquired	on	October	17,	2011	by	Trilogy	Metals	US	through	a	purchase	and	sale	agreement	with	AGC.	On	October	24,2011,	NovaGold	transferred	its	ownership	of	Trilogy	Metals	US	to	the	Company,	then	a	wholly	owned	subsidiary	of	NovaGold,	which	wassubsequently	spun-out	to	NovaGold	shareholders	and	publicly	listed	on	April	30,	2012	(“NovaGold	Arrangement”).(b)BorniteOn	October	19,	2011,	Trilogy	Metals	US	acquired	the	exclusive	right	to	explore	and	the	non-exclusive	right	to	access	and	enter	on	the	Bornitelands,	and	lands	deeded	to	NANA	Regional	Corporation,	Inc.	(“NANA”)	through	the	Alaska	Native	Claims	Settlement	Act,	located	adjacent	to	theAmbler	lands	in	Northwest	Alaska.	As	consideration,	Trilogy	Metals	US	paid	$4	million	to	acquire	the	right	to	explore	and	develop	the	combinedUpper	Kobuk	Mineral	Projects	(“UKMP”)	through	an	Exploration	Agreement	and	Option	to	Lease	with	NANA.	Upon	a	decision	to	proceed	withconstruction	of	a	mine	on	the	lands,	NANA	maintains	the	right	to	purchase	between	a	16%-25%	ownership	interest	in	the	mine	or	retain	a	15%	netproceeds	royalty	which	is	payable	after	Trilogy	Metals	US	has	recovered	certain	historical	costs,	including	capital	and	cost	of	capital.	Should	NANAelect	to	purchase	an	ownership	interest,	consideration	will	be	payable	equal	to	all	historical	costs	incurred	on	the	properties,	less	$40	million,	withthe	difference	multiplied	by	the	elected	percentage	purchased.	In	no	event	will	the	purchase	amount	be	less	than	zero.	The	parties	would	form	ajoint	venture	and	be	responsible	for	all	future	costs,	including	capital	costs	of	the	mine	based	on	their	pro-rata	share.NANA	would	also	be	granted	a	net	smelter	return	royalty	of	between	1%	and	2.5%	upon	the	execution	of	a	mining	lease	or	a	surface	useagreement,	the	amount	of	which	is	determined	by	the	classification	of	land	from	which	production	originates.(c)Option	AgreementOn	April	10,	2017,	Trilogy	and	Trilogy	Metals	US	entered	into	the	South32	Option	Agreement		to	form	a	Joint	Venture	with	South32	GroupOperations	Pty	Ltd.,	a	wholly-owned	subsidiary	of	South32	Limited,	which	agreement	was	later	assigned	by	South32	Operations	to	its	affiliate,South32	USA	Exploration	Inc.	(“South32”)	on	the	UKMP	(“Option	Agreement”).	Under	the	terms	of	the	Option	Agreement,	as	amended,	TrilogyMetals	US	granted	South32	the	right	to	form	a	50/50	joint	venture	to	hold	all	of	Trilogy	Metals	US’	Alaskan	assets.	Upon	exercise	of	the	option,	theoption	agreement	provided	that	Trilogy	Metals	US	would	transfer	its	Alaskan	assets,	including	the	UKMP,	and	South32	would	contribute	theSubscription	Price	(as	defined	below)	to	a	newly	formed	and	jointly	held,	limited	liability	company	(“LLC”)	(see	note	4(a)).Table	of	Contents115To	maintain	the	option	in	good	standing,	South32	was	required	to	fund	a	minimum	of	$10	million	per	year	for	up	to	a	three-year	period,	whichfunds	were	to	execute	a	mutually	agreed	upon	program	at	the	UKMP.	The	funds	provided	by	South32	could	only	be	expended	in	accordance	withan	approved	program	by	a	technical	committee	with	equal	representation	from	Trilogy	and	South32.	South32	could	exercise	its	option	at	any	timeover	the	three-year	period	to	enter	into	the	50/50	joint	venture.	To	subscribe	for	50%	of	the	joint	venture,	the	Option	Agreement	provided	thatSouth32	must	contribute	$150	million,	plus	(i)	any	amounts	Trilogy	spends	on	matched	parallel	funding	to	a	maximum	of	$16	million	over	thethree-year	period	and	(ii)	$5	million	if	the	option	had	been	exercised	between	April	1,	2018	and	March	31,	2019	or	$10	million	if	the	option	wasexercised	between	April	1,	2019	and	the	expiration	date	of	the	option,	less	the	amount	of	the	initial	funding	contributed	by	South32	(the“Subscription	Price”).	South32	funded	the	full	three-year	option	period.	During	the	year	ended	November	30,	2020,	South32	elected	to	exercisethe	option	to	form	the	LLC	and	made	the	Subscription	Price	payment	on	February	5,	2020	(see	note	4	(a)).As	the	initial	option	payments	were	credited	against	the	future	subscription	price	upon	exercise,	the	Company	accounted	for	the	paymentsreceived	from	South32	as	deferred	consideration	for	the	purchase	of	the	UKMP	interest.	The	$31.0	million	of	payments	received	were	recognizedas	part	of	the	consideration	received	for	the	Company’s	contribution	of	the	UKMP	into	the	LLC.The	option	to	form	the	LLC	was	recognized	as	a	financial	instrument	at	inception	of	the	arrangement	with	an	initial	fair	value	of	$nil.		This	optionwas	required	to	be	re-measured	at	fair	value	at	each	reporting	date	with	any	changes	in	fair	value	recorded	in	loss	for	the	period.		The	Companydetermined	that	the	fair	value	of	the	option	remained	$nil	during	the	option	period	and	through	to	the	formation	of	the	Joint	Venture	on	February11,	2020.(d)Mineral	properties	expenseThe	following	table	summarizes	mineral	properties	expense	for	the	years	ended	November	30,	2020,	2019	and	2018,	and	includes	expendituresfunded	by	South32	up	to	the	formation	of	the	Joint	Venture	on	February	11,	2020,	as	applicable.In	thousands	of	dollars202020192018						$				$				$		Alaska,	USA								Community	137		596		466Drilling	—		5,194		4,545Engineering	723		2,410		1,056Environmental	99		611		806Geochemistry	and	geophysics	12		1,259		1,253Land	and	permitting	134		744		705Project	support	249		4,652		4,244Other	income	—	(13)		(20)Wages	and	benefits	191		3,758		3,435	1,545		19,211		16,490Mineral	property	expenses	consist	of	direct	drilling,	personnel,	community,	resource	reporting	and	other	exploration	expenses	as	outlined	above,	aswell	as	indirect	project	support	expenses	such	as	fixed	wing	charters,	helicopter	support,	fuel,	and	other	camp	operation	costs.	Other	than	thefeasibility	costs	related	to	the	Arctic	project	funded	directly	by	the	Company,	no	additional	mineral	properties	expenses	were	incurred	subsequent	tothe	formation	of	the	joint	venture,	as	on	February	11,	2020,	upon	the	formation	of	the	Joint	Venture	with	South32,	all	mineral	properties	previouslyheld	by	the	Company	were	contributed	to	Ambler	Metals	LLC.Table	of	Contents116The	Company	funded	the	Arctic	Project	feasibility	study,	costs	for	which	were	$1.1	million	since	the	formation	of	the	Joint	Venture	on	February	11,2020.	Prior	to	the	formation	of	the	Joint	Venture,	the	Company	had	also	incurred	$0.7	million	in	Arctic	Project	feasibility	costs	that	are	included	in	themineral	properties	expense	balance	of	$1.5	million	for	the	year	ended	November	30,	2020.Cumulative	mineral	properties	expense	in	Alaska	from	the	initial	earn-in	agreement	on	the	property	in	2004	to	the	formation	of	the	Joint	Venture	onFebruary	11,	2020	was	$115.3	million	and	cumulative	acquisition	costs	were	$30.6	million.	Cumulative	spend	to	date	totaled	$147	million.	On	February11,	2020,	upon	the	formation	of	the	joint	venture	with	South32,	the	acquisition	costs	of	$30.6	million	were	derecognized	upon	the	contribution	of	themineral	properties	to	Ambler	Metals.(e)DerecognitionAs	part	of	the	formation	of	the	Joint	Venture	with	South32	on	February	11,	2020,	Trilogy	contributed	all	its	assets	associated	with	the	UKMP,	includingthe	Arctic	and	Bornite	projects.	As	a	result,	machinery	and	equipment	with	a	carrying	value	of	$0.62	million	as	well	as	$30.6	million	of	mineralproperties	related	to	the	UKMP	were	derecognized	by	Trilogy	on	February	11,	2020.7)				Accounts	payable	and	accrued	liabilitiesin	thousands	of	dollars		November	30,	2020November	30,	2019				$				$		Trade	accounts	payable	226	902Accrued	liabilities		198		721Accrued	salaries	and	vacation		464		731Accounts	payable	and	accrued	liabilities		888		2,3548)				Leases(a)Right-of-use	assetin	thousands	of	dollars				$ASC	842	transition	as	at	December	1,	2019	681Amortization	(162)Lease	accretion	50Derecognition	of	Fairbanks	warehouse	lease	(93)	476The	pre-transition	rent	deposit	of	approximately	$114,000	was	transferred	to	the	Right-of-use	asset	upon	adoption	of	ASC	842	on	December	1,	2019and	is	included	in	the	opening	balance	of	approximately	$681,000.(b)Lease	liabilitiesThe	Company’s	lease	arrangements	primarily	consist	of	an	operating	lease	for	our	office	space	ending	in	June	2024.	There	are	no	extension	options.Table	of	Contents117Total	lease	expense	recorded	within	general	and	administrative	expenses	was	comprised	of	the	following	components:				in	thousands	of	dollarsYear	endedNovember	30,	2020				$Operating	lease	costs	162Variable	lease	costs	131Total	lease	expense	293Variable	lease	costs	consist	primarily	of	the	Company’s	portion	of	operating	costs	associated	with	the	office	space	lease	as	the	Company	elected	toapply	the	practical	expedient	not	to	separate	lease	and	non-lease	components.As	of	November	30,	2020,	the	remaining	lease	term	was	3.67	years	and	the	discount	rate	is	8%.	Significant	judgment	was	used	in	the	determination	ofthe	incremental	borrowing	rate	which	included	estimating	the	Company’s	credit	rating.Supplemental	cash	and	non-cash	information	relating	to	our	leases	during	the	year	ended	November	30,	2020	are	as	follows:●Cash	paid	for	amounts	included	in	the	measurement	of	lease	liabilities	was	$188,811.●No	cash	was	paid	upon	termination	of	a	lease	for	office	and	warehouse	space	and	reassignment	to	Ambler	Metals	LLC	that	resulted	in	thederecognition	of	the	right-of-use	asset	of	$92,974	and	the	operating	lease	liability	of	$93,006.Future	minimum	payments	relating	to	the	lease	recognized	in	our	balance	sheet	as	of	November	30,	2020	are	as	follows:				in	thousands	of	dollarsNovember	30,	2020	Fiscal	year				$	2021		1962022		2022023		2072024		123Total	undiscounted	lease	payments		728Effect	of	discounting		(162)Present	value	of	lease	payments	recognized	as	lease	liability		566Table	of	Contents1189)				Share	capitalAuthorized:unlimited	common	shares,	no	par	valuein	thousands	of	dollars,	except	share	amountsNumber	of	sharesAscribed	value								$		November	30,	2018		131,585,612	164,069Exercise	of	options		1,725,776	1,123Restricted	Share	Units		412,501	424Deferred	Share	Units	182,132	189Exercise	of	warrants	6,521,740	12,166November	30,	2019		140,427,761	177,971Exercise	of	options	3,297,588	1,133Restricted	Share	Units	412,501	642November	30,	2020,	issued	and	outstanding	144,137,850	179,746On	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	tothe	holder	for	every	six	shares	of	NovaGold	the	holder	is	entitled	to	receive,	rounded	down	to	the	nearest	whole	number.	As	of	November	30,	2020,	atotal	of		11,927	NovaGold	DSUs	remain	outstanding	representing	a	right	to	receive	1,988	Common	Shares	in	Trilogy,	which	will	settle	upon	certaindirectors	retiring	from	NovaGold’s	board.(a)Stock	optionsThe	Company	has	a	stock	option	plan	providing	for	the	issuance	of	options	with	a	rolling	maximum	number	equal	to	10%	of	the	issued	and	outstandingCommon	Shares	at	any	given	time.	The	Company	may	grant	options	to	its	directors,	officers,	employees	and	service	providers.	The	exercise	price	ofeach	option	cannot	be	lower	than	the	greater	of	market	price	or	fair	market	value	of	the	Common	Shares	(as	such	terms	are	defined	in	the	plan)	at	thedate	of	the	option	grant.	The	number	of	Common	Shares	optioned	to	any	single	optionee	may	not	exceed	10%	of	the	issued	and	outstanding	CommonShares	at	the	date	of	grant.	The	options	are	exercisable	for	a	maximum	of	five	years	from	the	date	of	grant	and	may	be	subject	to	vesting	provisions.During	the	year	ended	November	30,	2020,	a	total	of	4,445,000	options	(2019	-	3,077,500	options)	at	a	weighted-average	exercise	price	of	CDN$2.79(2019	-	CDN$2.86)	were	granted	to	employees,	consultants	and	directors	exercisable	for	a	period	of	five	years	with	various	vesting	terms	fromimmediate	vesting	to	over	a	two-year	period.	The	weighted-average	fair	value	attributable	to	options	granted	in	2020	was	$0.90	(2019	-	$1.03).The	fair	value	of	the	stock	options	recognized	in	the	period	has	been	estimated	using	the	Black-Scholes	option	pricing	model.Table	of	Contents119Assumptions	used	in	the	pricing	model	for	the	period	are	as	provided	below.				November	30,	2020Risk-free	interest	rates	0.92%Exercise	price	CAD$2.79Expected	life	3	yearsExpected	volatility	64.4%Expected	dividends	NilThe	Company	recognized	a	stock	option	expense	of	$3.1	million	for	the	year	ended	November	30,	2020	(2019	-	$2.9	million;	2018	-	$0.8	million),	net	offorfeitures.As	of	November	30,	2020,	there	were	2,493,337	non-vested	options	outstanding	with	a	weighted	average	exercise	price	of	$2.15.	The	non-vested	stockoption	expense	not	yet	recognized	was	$1.0	million.	This	expense	is	expected	to	be	recognized	over	the	next	two	years.A	summary	of	the	Company’s	stock	option	plan	and	changes	during	the	year	ended	is	as	follows:November	30,	2020Weighted	averageexercise	price				Number	of	options				$		Balance	–	beginning	of	the	year		9,205,600	1.11Granted		4,445,000	2.15Exercised		(4,263,100)	0.51Cancelled		(740,000)	2.27Balance	–	end	of	the	year		8,647,500	1.84The	following	table	summarizes	information	about	the	stock	options	outstanding	at	November	30,	2020.OutstandingExercisableUnvested	WeightedWeighted	Number	ofWeightedaverageNumber	ofaverageNumber	of	outstandingaverage	yearsexercise	priceexercisableexercise	priceunvestedRange	of	price	(CAD$)				options				to	expiry				CAD$				options				CAD$				options				$0.44	to	$0.50		20,000		0.06	0.44	20,000	0.44	—$0.51	to	$1.00		770,000		1.06	0.72	770,000	0.72	—$1.01	to	$1.50		1,070,000		2.02	1.04	1,070,000	1.04	—$2.01	to	$2.50		865,000		3.98	2.37	865,000	2.37	—$2.51	to	$3.00	3,835,000	3.85	2.77	2,121,665	2.82	1,713,335$3.01	to	$3.41	2,087,500	4.05	3.03	1,307,498	3.04	780,002	8,647,500	3.43	2.39	6,154,163	2.22	2,493,337The	aggregate	intrinsic	value	of	vested	share	options	(the	market	value	less	the	exercise	price)	at	November	30,	2020	was	$2.4	million	(2019	-	$7.2million,	2018	-	$12.2	million)	and	the	aggregate	intrinsic	value	of	exercised	options	in	2020	was	$2.6	million	(2019	-	$2.6	million,	2018	-	$0.5	million).Table	of	Contents120(b)Restricted	Share	Units	and	Deferred	Share	UnitsThe	Company	has	a	Restricted	Share	Unit	Plan	(“RSU	Plan”)	and	a	Non-Executive	Director	Deferred	Share	Unit	Plan	(“DSU	Plan”)	to	provide	long-termincentives	to	employees,	officers	and	directors.	The	RSU	Plan	and	DSU	Plan	may	be	settled	in	cash	and/or	common	shares	at	the	Company’s	electionwith	each	RSU	and	DSU	entitling	the	holder	to	receive	one	common	share	of	the	Company	or	equivalent	value.	All	units	are	accounted	for	as	equity-settled	awards.On	April	13	2020,	a	Company	officer	was	granted	200,000	RSUs,	all	of	which	vested	immediately.	Directors	were	granted	83,775	DSUs	throughoutthe	year	ended	November	30,	2020	based	on	their	election	to	receive	50%	of	their	annual	retainer	in	DSUs.A	summary	of	the	Company’s	unit	plans	and	changes	during	the	year	ended	is	as	follows:				Number	of	RSUs				Number	of	DSUs			Balance	–	beginning	of	the	year	212,501		1,137,488Granted		200,000		83,775Vested		(412,501)		—Balance	–	end	of	the	year		—		1,221,263For	the	year	ended	November	30,	2020,	Trilogy	recognized	a	stock-based	compensation	expense	of	$0.5	million	(2019	-	$0.9	million,	2018	-$0.6	million).(c)Share	purchase	warrantsDuring	the	year	ended	November	30,	2019,	all	the	outstanding	warrants	were	exercised	in	advance	of	the	July	2,	2019	expiry	date.		As	a	result	of	thewarrants	exercised,	the	Company	issued	a	total	of	6,521,740	common	shares	and	received	cash	proceeds	of	approximately	$9.9	million.	The	Companyhad	no	warrants	outstanding	as	at	November	30,	2020.(d)Bought	deal	financingOn	April	20,	2018,	the	Company	completed	a	bought-deal	financing	for	gross	proceeds	of	$28.7	million	by	issuing	24,784,482	common	shares	at	$1.16per	common	share.	Expenses	including	bank	commissions,	legal	fees,	stock	exchange	and	other	fees	totaled	$1.8	million	for	net	proceeds	of	$26.9million.10)				Management	of	capital	riskThe	Company	relies	upon	management	to	manage	capital	in	order	to	accomplish	the	objectives	of	safeguarding	the	Company’s	ability	to	continue	as	agoing	concern	in	order	to	pursue	the	development	of	our	mineral	properties	through	our	equity	investee	(note	4)	and	maintain	a	capital	structurewhich	optimizes	the	costs	of	capital	at	an	acceptable	risk.	The	Company’s	current	capital	consists	of	equity	funding	through	capital	markets.As	the	Company	is	currently	in	the	exploration	phase	none	of	its	financial	instruments	are	exposed	to	commodity	price	risk;	however,	the	Company’sability	to	obtain	long-term	financing	and	its	economic	viability	may	be	affected	by	commodity	price	volatility.	The	Company	will	need	to	raise	additionalfunds	to	support	its	operations	and	administration	expenses.	Future	sources	of	liquidity	may	include	equity	financing,	debt	financing,	convertible	debt,or	other	means.To	facilitate	the	management	of	its	capital	requirements,	the	Company	prepares	annual	expenditure	budgets	that	are	updated	as	necessary	dependingon	various	factors,	including	successful	capital	deployment	and	general	industry	conditions.Table	of	Contents12111)			Financial	instrumentsThe	Company	is	exposed	to	a	variety	of	risks	arising	from	financial	instruments.	These	risks	and	management’s	objectives,	policies	and	procedures	formanaging	these	risks	are	disclosed	as	follows.The	Company’s	financial	instruments	consist	of	cash	and	cash	equivalents,	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’sfinancial	instruments	initially	measured	at	fair	value	and	then	held	at	amortized	cost	include	cash	and	cash	equivalents,	accounts	receivable,	deposits,and	accounts	payable	and	accrued	liabilities.	The	Company’s	investments	were	held	for	trading	and	marked-to-market	at	each	period	end	with	changesin	fair	value	recorded	to	the	statement	of	loss.	The	South32	purchase	option	was	a	derivative	financial	liability	measured	at	fair	value	with	changes	invalue	recorded	to	the	statement	of	loss.Financial	risk	managementThe	Company’s	activities	expose	them	to	certain	financial	risks,	including	currency	risk,	credit	risk,	liquidity	risk,	interest	risk	and	price	risk.(a)Currency	riskCurrency	risk	is	the	risk	of	a	fluctuation	in	financial	asset	and	liability	settlement	amounts	due	to	a	change	in	foreign	exchange	rates.	The	Companyoperates	in	the	United	States	and	Canada.	The	Company’s	exposure	to	currency	risk	at	November	30,	2020	is	limited	to	the	Canadian	dollar	balancesconsisting	of	cash	of	CDN$116,000,	accounts	receivable	of	CDN$15,000	and	certain	trade	payables	and	accrued	personnel	costs	CDN$843,000.	Basedon	a	10%	change	in	the	US-Canadian	exchange	rate,	assuming	all	other	variables	remain	constant,	the	Company’s	net	loss	would	change	byapproximately	$55,000.(b)Credit	riskCredit	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	Companyholds	cash	and	cash	equivalents	with	Canadian	Chartered	financial	institutions.	The	Company’s	only	significant	exposure	to	credit	risk	is	equal	to	thebalance	of	cash	and	cash	equivalents	as	recorded	in	the	financial	statements.(c)Liquidity	riskLiquidity	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	theexploration	stage	and	does	not	have	cash	inflows	from	operations;	therefore,	the	Company	manages	liquidity	risk	through	the	management	of	itscapital	structure	and	financial	leverage.Contractually	obligated	cash	flow	requirements	as	at	November	30,	2020	are	as	follows.in	thousands	of	dollars						Total				<	1	Year				1–2	Years				2–5	Years				Thereafter$$$$$Accounts	payable	and	accrued	liabilities		888		888		—	—	—Office	lease		728	196	409	123	—			1,616		1,084		409	123	—(d)Interest	rate	riskInterest	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Table	of	Contents122and	cash	equivalents.	Based	on	balances	as	at	November	30,	2020,	a	1%	change	in	interest	rates	would	result	in	a	change	in	net	loss	of	$0.1	million,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	obtainlong-term	financing	and	its	economic	viability	could	be	affected	by	commodity	price	volatility.Fair	value	accountingFinancial	instruments	measured	at	fair	value	are	classified	into	one	of	three	levels	in	the	fair	value	hierarchy	according	to	the	significance	of	the	inputsused	in	making	the	measurement.	The	three	levels	of	the	fair	value	hierarchy	are	as	follows:Level	1	—	Unadjusted	quoted	prices	in	active	markets	that	are	accessible	at	the	measurement	date	for	identical,	unrestricted	assets	orliabilities;Level	2	—	Quoted	prices	in	markets	that	are	not	active,	or	inputs	that	are	observable,	either	directly	or	indirectly,	for	substantially	the	fullterm	of	the	asset	or	liability;	andLevel	3	—	Prices	or	valuation	techniques	that	require	inputs	that	are	both	significant	to	the	fair	value	measurement	and	unobservable(supported	by	little	or	no	market	activity)The	Company	did	not	have	any	financial	assets	and	liabilities	that	were	measured	and	recognized	at	fair	value	as	at	November	30,	2020.During	the	year	ended	November	30,	2018,	the	Company	disposed	of	its	remaining	shares	of	Gold	Mining	Inc.,	a	publicly-held	mineral	explorationcompany.12)				Income	taxesIncome	tax	expense	differs	from	the	amount	that	would	result	from	applying	the	Canadian	federal	and	provincial	income	tax	rates	to	earnings	beforeincome	taxes.	These	differences	result	from	the	following	items:in	thousands	of	dollarsNovember	30,	2020November	30,	2019November	30,	2018				$								$								$				Combined	federal	and	provincial	statutory	tax	rate	27.00%			27.00%			26.92%Income	tax	(recovery)	at	statutory	rate	43,677	(7,534)	(5,882)Difference	in	foreign	tax	rates	2,424	(281)	(424)Impact	of	change	in	tax	rate	—	—	23,582Effect	of	foreign	exchange	changes	(4)	—	—Non-deductible	expenditures	1,009	4,061	3,018Income	from	option	payments	applied	as	proceedsof	sale	(8,812)	—	—Return	to	provision	adjustments	(6)	193	1,319Impact	of	new	lease	accounting	rules	(ASC	842adoption)	(28)	—	—Expiry	of	Losses	—	277	—Change	in	valuation	allowance	(38,260)	3,284	(21,613)Income	tax	recovery	(expense)	—	—	—Table	of	Contents123Deferred	income	taxes	arise	from	temporary	differences	in	the	recognition	of	income	and	expenses	for	financial	reporting	and	tax	purposes.	Thesignificant	components	of	deferred	income	tax	assets	and	liabilities	at	November	30,	2020	and	2019	are	as	follows:in	thousands	of	dollars	November	30,	2020November	30,	2019					$				$		Deferred	income	tax	assets					Non-capital	losses	51,250		48,968Mineral	property	interest	—		11,351Deferred	interest	6,251		6,251Property,	plant	and	equipment	88		70Lease	liability	153	—Share	issuance	costs	267		351Capital	Loss	—		186Investments	—		—Other	deductible	temporary	differences	223		345Total	deferred	tax	assets	58,232		67,522Valuation	allowance	(29,259)		(67,519)Net	deferred	income	tax	assets	28,973		3Deferred	income	tax	liabilities					Investment	in	Ambler	Metals	LLC	(28,844)	—Right	of	use	asset	(129)	—Other	taxable	temporary	differences	—		(3)Deferred	income	tax	liabilities	(28,973)		(3)Net	deferred	income	tax	assets	—		—The	Company	has	loss	carry-forwards	of	approximately	$182.6	million	that	may	be	available	for	tax	purposes.	Certain	of	these	losses	occurred	prior	tothe	incorporation	of	the	Company	and	are	accounted	for	in	the	financial	statements	as	if	they	were	incurred	by	the	Company.	Prior	to	the	NovaGoldArrangement,	the	Company	undertook	a	tax	reorganization	in	order	to	preserve	the	future	deductibility	of	these	losses	for	the	Company,	subject	to	thelimitations	below.	Deferred	tax	assets	have	been	recognized	to	the	extent	of	future	taxable	income	and	the	future	taxable	amounts	related	to	taxabletemporary	differences	for	which	a	deferred	tax	liability	is	recognized	can	be	offset.	A	valuation	allowance	has	been	provided	against	deferred	incometax	assets	where	it	is	not	more	likely	than	not	that	the	Company	will	realize	those	benefits.The	losses	expire	as	follows	in	the	following	jurisdictions:in	thousands	of	dollarsNon-capital	lossesOperating	lossesCanadaUnited	States				$				$		2021	—	12022	—	3662023	—	9602024	—	569Thereafter	46,965	119,598	46,965	121,494Table	of	Contents124Future	use	of	U.S.	loss	carry-forwards	is	subject	to	certain	limitations	under	provisions	of	the	Internal	Revenue	Code	including	limitations	subject	toSection	382,	which	relates	to	a	50%	change	in	control	over	a	three-year	period	and	are	further	dependent	upon	the	Company	attaining	profitableoperations.	An	ownership	change	under	Section	382	occurred	on	January	22,	2009	regarding	losses	incurred	by	AGC,	of	which	the	attributes	of	thoselosses	were	transferred	to	Trilogy	Metals	US	with	the	purchase	of	the	mineral	property	in	October	2011.	Therefore,	approximately	$39.4	million	of	theU.S.	losses	above	are	subject	to	limitation	under	Section	382.	Accordingly,	the	Company’s	ability	to	use	these	losses	may	be	limited.	Furthermore,	taxreform	provisions	under	section	172	allow	federal	net	operating	losses	arising	in	tax	years	subsequent	to	December	31,	2017	to	be	carried	forwardindefinitely.	As	at	November	30,	2020	the	Company	has	$14.2	million	in	operating	losses	that	can	be	carried	forward	indefinitely.An	additional	change	in	control	may	have	occurred	after	November	30,	2011	which	may	further	limit	the	availability	of	losses	prior	to	the	date	ofchange	in	control.On	June	19,	2015,	we	completed	the	Sunward	acquisition	which	resulted	in	an	acquisition	of	control	of	Sunward	Resources	ULC	under	of	the	IncomeTax	Act	in	Canada.	Therefore,	the	Company’s	ability	to	use	approximately	$15.2	million	of	losses	in	Canada	may	be	limited.13)				CommitmentThe	Company	has	commitments	with	respect	to	an	office	lease	requiring	future	minimum	lease	payments	as	summarized	in	note	8(b).14)				Subsequent	eventsOn	December	10,	2020	directors	were	granted	700,000	stock	options	vesting	immediately.	Employees	were	granted	2,674,500	stock	options,	of	which427,650	options	vested	immediately,	with	the	remainder	vesting	equally	in	thirds	on	the	grant	date,	the	first	anniversary	of	the	grant	date,	and	thesecond	anniversary	of	the	grant	date.Table	of	Contents125Item	9.				CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIALDISCLOSURENone.Item	9A.		CONTROLS	AND	PROCEDURESDisclosure	Controls	and	ProceduresDisclosure	controls	and	procedures	are	designed	to	ensure	that	information	required	to	be	disclosed	in	reports	filed	or	submitted	by	the	Companyunder	U.S.	and	Canadian	securities	legislation	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified	in	those	rules,including	providing	reasonable	assurance	that	material	information	is	gathered	and	reported	to	senior	management,	including	the	Chief	ExecutiveOfficer	(“CEO”)	and	Chief	Financial	Officer	(“CFO”),	as	appropriate,	to	permit	timely	decisions	regarding	public	disclosure.	Management,	including	theCEO	and	CFO,	has	evaluated	the	effectiveness	of	the	design	and	operation	of	the	Company’s	disclosure	controls	and	procedures,	as	defined	in	Rule	13a-15(e)	and15d-15(e)	of	the	Exchange	Act	and	the	rules	of	Canadian	Securities	Administrators,	as	at	November	30,	2020.	Based	on	this	evaluation,	theCEO	and	CFO	have	concluded	that	the	Company’s	disclosure	controls	and	procedures	were	effective	as	at	November	30,	2020.Internal	Control	over	Financial	ReportingManagement	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	as	defined	in	Rule	13a-15(f)	and	15d-15(f)	of	the	Exchange	Act	and	National	Instrument	52-109	Certification	of	Disclosure	in	Issuer’s	Annual	and	Interim	filings.	Any	system	of	internalcontrol	over	financial	reporting,	no	matter	how	well	designed,	has	inherent	limitations.	Therefore,	even	those	systems	determined	to	be	effective	canprovide	only	reasonable	assurance	with	respect	to	financial	statement	preparation	and	presentation.	Management	has	used	the	Committee	ofSponsoring	Organizations	of	the	Treadway	Commission	in	Internal	Control	–	Integrated	Framework	(2013)	to	evaluate	the	effectiveness	of	theCompany’s	internal	control	over	financial	reporting.	Based	on	this	assessment,	management	has	concluded	that	as	at	November	30,	2020,	theCompany’s	internal	control	over	financial	reporting	was	effective.Attestation	Report	of	the	Registered	Public	Accounting	FirmThis	Annual	Report	does	not	include	an	attestation	report	of	the	company’s	registered	public	accounting	firm	regarding	internal	controls	over	financialreporting.		Management’s	report	was	not	subject	to	attestation	by	our	registered	public	accounting	firm	pursuant	to	law,	rules	and	regulations	thatpermit	us	to	provide	only	management’s	report	in	this	Annual	Report.		Changes	in	Internal	ControlsThere	has	been	no	change	in	our	internal	control	over	financial	reporting	during	the	quarter	ended	November	30,	2020	that	has	materially	affected,	oris	reasonably	likely	to	materially	affect,	our	internal	control	over	financial	reporting.Item	9B.		OTHER	INFORMATIONNone.Table	of	Contents126PART	IIIItem	10.		DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCEThe	information	in	our	2021	Proxy	Statement	regarding	directors	and	executive	officers	and	Section	16	reporting	information	appearing	under	theheadings	“Election	of	Directors”	and	“Information	Concerning	the	Board	of	Directors	and	Executive	Officers”	is	incorporated	by	reference	in	thissection.	The	information	under	the	heading	“Executive	Officers	of	Trilogy”	in	Part	I,	Item	1	of	this	Form	10-K	is	also	incorporated	by	reference	in	thissection.	The	information	in	our	2021	Proxy	Statement	regarding	our	Code	of	Business	Conduct	and	Ethics	under	the	subheading	“Ethical	BusinessConduct”	under	“Statement	of	Corporate	Governance	Practices”	is	also	incorporated	by	reference	in	this	section.	Finally,	the	information	in	our	2021Proxy	Statement	regarding	the	Audit	Committee	under	the	heading	“Statement	of	Corporate	Governance	Practices”	is	incorporated	herein	byreference.Item	11.		EXECUTIVE	COMPENSATIONThe	information	appearing	in	our	2021	Proxy	Statement	under	the	headings	“Compensation	Committee	Interlocks	and	Insider	Participation”,“Statement	of	Executive	Compensation”,	and	“Director	Compensation”	is	incorporated	by	reference	in	this	section.Item	12.		SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	ANDRELATED	STOCKHOLDER	MATTERSThe	information	appearing	in	our	2021	Proxy	Statement	under	the	heading	“Securities	Authorized	For	Issuance	Under	Equity	Compensation	Plans”(which	is	also	contained	in	this	report	in	Part	II,	Item	5)	and	the	information	under	the	heading	“Security	Ownership	Of	Certain	Beneficial	Owners	AndManagement	And	Related	Shareholder	Matters”	is	incorporated	herein	by	reference.Securities	Authorized	for	Issuance	under	Equity	Compensation	PlansThe	following	table	is	as	of	November	30,	2020.Plan	category				Number	of	securities	to	be	issuedupon	exercise	of	outstandingoptions,	warrants	and	rights				Weighted-average	exercise	price	ofoutstanding	options,	warrants	andrights				Number	of	securities	remainingavailable	for	future	issuance	underequity	compensation	plans(excluding	securities	reflected	incolumn	(a))		(a)(b)(c)Equity	compensation	plans	approvedby	security	holders	9,868,763$	1.61	11,751,915Equity	compensation	plans	notapproved	by	security	holders	—	—	—Total	9,868,763$	1.61	11,751,915Item	13.		CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS,	AND	DIRECTOR	INDEPENDENCEThe	information	appearing	in	our	2021	Proxy	Statement	under	the	heading	“Independence	of	Directors”	under	the	heading	“Information	Concerningthe	Board	of	Directors	and	Executive	Officers”	and	under	the	heading	“Statement	of	Corporate	Governance	Practices”	is	incorporated	herein	byreference.Table	of	Contents127Item	14.		PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICESThe	information	appearing	in	our	2021	Proxy	Statement	regarding	Audit	Fees,	Audit-Related	Fees,	Tax	Fees,	All	Other	Fees	and	Audit	Committee	Pre-Approval	Policies	under	the	subheading	“Appointment	of	Auditors”	is	incorporated	herein	by	reference.PART	IVItem	15.		EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES(a)Documents	Filed	With	This	Report1.FINANCIAL	STATEMENTSPageReport	of	Independent	Registered	Public	Accounting	Firm102Consolidated	Balance	Sheets103Consolidated	Statements	of	Loss	and	Comprehensive	Loss104Consolidated	Statements	of	Shareholders’	Equity105Consolidated	Statements	of	Cash	Flows106Notes	to	Consolidated	Financial	Statements1072.FINANCIAL	STATEMENT	SCHEDULESNone.3.EXECUTIVE	COMPENSATION	PLANS	AND	ARRANGEMENTSEmployment	Agreement	between	the	Registrant	and	James	Gowans,	dated	October	21,	2019,	identified	in	exhibit	list	below.Amendment	Agreement	between	the	Company	and	James	Gowans,	dated	April	9,	2020,	identified	in	exhibit	list	below.Employment	Agreement	between	the	Registrant	and	Tony	Giardini,	dated	April	20,	2020,	identified	in	exhibit	list	below.Employment	Agreement	between	the	Registrant	and	Elaine	Sanders,	dated	November	5,	2012,	identified	in	exhibit	list	below.NovaCopper	Inc.	Equity	Incentive	Plan	identified	in	exhibit	list	below.Form	of	NovaCopper	Inc.	Stock	Option	Agreement	identified	in	exhibit	list	below.NovaCopper	Inc.	2012	Restricted	Share	Unit	Plan	identified	in	exhibit	list	below.Form	of	NovaCopper	Inc.	2012	Restricted	Share	Unit	Award	Agreement	identified	in	exhibit	list	below.NovaCopper	Inc.	2012	Deferred	Share	Unit	Plan	identified	in	exhibit	list	below.Form	of	NovaCopper	Inc.	Deferred	Share	Unit	Award	Agreement	identified	in	exhibit	list	below.Table	of	Contents128(b)ExhibitsExhibitNo.				Description2.1Contribution	Agreement,	dated	February	11,	2020,	between	NovaCopper	US	Inc.,	Trilogy	Metals	Inc.	and	Ambler	Metals	LLC(incorporated	by	reference	to	Exhibit	2.1	to	the	Company’s	Current	Report	on	Form	8-K	filed	on	February	18,	2020)3.1Certificate	of	Incorporation	(incorporated	by	reference	to	Exhibit	99.2	to	the	Company’s	Registration	Statement	on	Form	40-F	filed	onMarch	1,	2012)		3.2Articles	of	Trilogy	Metals	Inc.,	effective	April	27,	2011,	as	altered	March	20,	2011	(incorporated	by	reference	to	Exhibit	99.3	toAmendment	No.	1	to	the	Company’s	Registration	Statement	on	Form	40-F	filed	on	April	19,	2012)		3.3Notice	of	Articles	and	Certificate	of	Name	Change,	dated	September	1,	2016	(incorporated	by	reference	to	Exhibit	3.1	to	the	Company’sCurrent	Report	on	Form	8-K	dated	September	8,	2016)4.1Description	of	Common	Stock	(incorporated	by	reference	to	Exhibit	4.1	to	the	Company’s	Annual	Report	on	Form	10-K	filed	on	February12,	2021)		10.1Net	Smelter	Returns	Royalty	Agreement,	dated	effective	January	7,	2010,	among	Kennecott	Exploration	Company,	Kennecott	ArcticCompany,	Alaska	Gold	Company,	and	NovaGold	Resources	Inc.	(incorporated	by	reference	to	Exhibit	99.1	to	the	Company’s	Report	onForm	6-K	filed	on	April	25,	2012)		10.2Exploration	Agreement	and	Option	to	Lease,	dated	October	19,	2011,	between	NovaCopper	US	Inc.	and	NANA	Regional	Corporation,	Inc.(incorporated	by	reference	to	Exhibit	99.1	to	the	Company’s	Report	on	Form	6-K	filed	on	April	25,	2012)		10.3Option	Agreement	to	Form	Joint	Venture,	dated	April	10,	2017,	among	the	Company,	NovaCopper	US	Inc.	and	South32	GroupOperations	Pty	Ltd.	(incorporated	by	reference	to	Exhibit	2.1	to	the	Company’s	Current	Report	on	Form	8-K/A	filed	on	April	20,	2017)		10.4Amended	and	Restated	Limited	Liability	Company	Agreement	of	Ambler	Metals	LLC	dated	February	11,	2020	(incorporated	by	referenceto	Exhibit	10.1	to	the	Company’s	Current	Report	on	Form	8-K	filed	on	February	18,	2020)		10.5NovaCopper	Inc.	2012	Restricted	Share	Unit	Plan	(incorporated	by	reference	to	Exhibit	10.11	to	the	Company’s	Annual	Report	on	Form10-K	filed	on	February	12,	2013)		10.6NovaCopper	Inc.	2012	Deferred	Share	Unit	Plan	(incorporated	by	reference	to	Exhibit	10.12	to	the	Company’s	Annual	Report	on	Form10-K	filed	on	February	12,	2013,	File	No.	001-35447)		10.7Form	of	NovaCopper	Inc.	Stock	Option	Agreement	(incorporated	by	reference	to	Exhibit	4.5	to	the	Company’s		Registration	Statement	onForm	S-8	filed	on	April	27,	2012)		10.8NovaCopper	Inc.	Equity	Incentive	Plan	(incorporated	by	reference	to	Schedule	G	of	Exhibit	99.1	to	the	Company’s	Registration	Statementon	Form	40-F	filed	on	March	1,	2012)10.9Employment	Agreement,	dated	October	21,	2019,	between	the	Company	and	James	Gowans	(incorporated	by	reference	to	Exhibit	10.15to	the	Company’s	Annual	Report	on	Form	10-K	filed	on	February	13,	2020)10.10Amendment	Agreement,	dated	April	9,	2020,	between	the	Company	and	James	Gowans	(incorporated	by	reference	to	Exhibit	10.1	tothe	Company’s	Current	Report	on	Form	8-K	filed	on	April	9,	2020)Table	of	Contents12910.11Employment	Agreement,	dated	April	20,	2020,	between	the	Company	and	Tony	Giardini	(incorporated	by	reference	to	Exhibit	10.1	tothe	Company’s	Current	Report	on	Form	8-K	filed	on	April	20,	2020)10.12Employment	Agreement,	dated	November	5,	2012,	between	the	Company	and	Elaine	Sanders	(incorporated	by	reference	to	Exhibit	10.5to	the	Company’s	Registration	Statement	on	Form	10-K	filed	on	February	12,	2013)21.1Subsidiaries	of	the	Registrant		23.1Consent	of	PricewaterhouseCoopers	LLP		23.2Consent	of	Richard	Gosse		23.3Consent	of	BD	Resource	Consulting,	Inc.		23.4Consent	of	SIM	Geological	Inc.		23.5Consent	of	International	Metallurgical	&	Environmental	Inc.		23.6Consent	of	Ausenco	Engineering	Canada	Inc.		23.7Consent	of	Wood	Canada	Limited		23.8Consent	of	SRK	Consulting	(Canada)	Inc.31.1Certification	of	the	Chief	Executive	Officer	required	by	Rule	13a-14(a)	or	Rule	15d-14(a)		31.2Certification	of	the	Chief	Financial	Officer	required	by	Rule	13a-14(a)	or	Rule	15d-14(a)		32.1Certification	of	the	Chief	Executive	Officer	pursuant	to	18	U.S.C.	Section	1350		32.2Certification	of	the	Chief	Financial	Officer	pursuant	to	18	U.S.C.	Section	1350101The	following	materials	from	Trilogy	Metals	Inc.’s	Annual	Report	on	Form	10-K	for	the	year	ended	November	30,	2020,	formatted	inInline	XBRL	(eXtensible	Business	Reporting	Language):	(i)	the	Consolidated	Statements	of	Operations,	(ii)	the	Consolidated	Statements	ofComprehensive	Income	(iii)	the	Consolidated	Balance	Sheets,	(iv)	the	Consolidated	Statements	of	Shareholders’	Equity,	(v)	theConsolidated	Statements	of	Cash	Flows,	(vi)	the	Notes	to	the	Consolidated	Financial	Statements,	and	(vii)	Schedule	II	–	Valuation	andQualifying	Accounts.104Cover	Page	Interactive	Data	File	(formatted	as	Inline	XBRL	and	contained	in	Exhibit	101).(c)Financial	Statement	SchedulesSchedule	A	–	The	Financial	Statement	of	Ambler	Metals	LLC	as	of	November	30,	2020.Item	16.		FORM	10-K	SUMMARYNone.Table	of	Contents130Report	of	Independent	Registered	Public	Accounting	FirmTo	the	Board	of	Ambler	Metals	LLCOpinion	on	the	Financial	StatementsWe	have	audited	the	accompanying	balance	sheet	of	Ambler	Metals	LLC	(the	Company)	as	of	November	30,	2020	and	the	related	statement	of	loss	and	comprehensive	loss,	changes	in	members’	equity	and	cash	flows	for	the	period	from	February	11,	2020	to	November	30,	2020	including	the	related	notes	(collectively	referred	to	as	the		financial	statements).	In	our	opinion,	the	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	November	30,	2020	and	the	results	of	its	operations	and	its	cash	flows	for	the	period	from	February	11,	2020	to	November	30,	2020	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.Basis	for	OpinionThese	financial	statements	are	the	responsibility	of	the	Company’s	management.	Our	responsibility	is	to	express	an	opinion	on	the	Company’s	financialstatements	based	on	our	audit.	We	are	a	public	accounting	firm	registered	with	the	Public	Company	Accounting	Oversight	Board	(United	States)(PCAOB)	and	are	required	to	be	independent	with	respect	to	the	Company	in	accordance	with	the	U.S.	federal	securities	laws	and	the	applicable	rulesand	regulations	of	the	Securities	and	Exchange	Commission	and	the	PCAOB.We	conducted	our	audit	of	these	financial	statements	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	andperform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement,	whether	due	to	error	orfraud.Our	audit	included	performing	procedures	to	assess	the	risks	of	material	misstatement	of	the	financial	statements,	whether	due	to	error	or	fraud,	andperforming	procedures	that	respond	to	those	risks.	Such	procedures	included	examining,	on	a	test	basis,	evidence	regarding	the	amounts	anddisclosures	in	the	financial	statements.	Our	audit	also	included	evaluating	the	accounting	principles	used	and	significant	estimates	made	bymanagement,	as	well	as	evaluating	the	overall	presentation	of	the	financial	statements.	We	believe	that	our	audit	provides	a	reasonable	basis	for	ouropinion./s/	PricewaterhouseCoopers	LLPChartered	Professional	AccountantsVancouver,	CanadaFebruary	11,	2021We	have	served	as	the	Company's	auditor	since	2020.Table	of	Contents131Ambler	Metals	LLCBalance	SheetAs	of	November	30,	2020				in	thousands	of	US	dollars	November	30,	2020$AssetsCurrent	assetsCash	(note	3)81,673Deposits	and	prepaid543Other	assets10Total	current	assets82,226Right	of	use	asset	(note	7)51Loan	receivable58,478Property,	plant	and	equipment	(note	4)531Mineral	properties	(note	5)30,705Total	assets171,991LiabilitiesCurrent	liabilitiesAccounts	payable	(note	6,8)790Accrued	liabilities	(note	6)655Lease	liabilities	(note	7)51Total	liabilities1,496Members’	equityOwner	contribution	–	South32145,000Owner	contribution	–	Trilogy31,206Deficit(5,711)Total	Members’	equity170,495Total	liabilities	and	members’	equity171,991Subsequent	events	(note	12)(See	accompanying	notes	to	the	financial	statements)Table	of	Contents132Ambler	Metals	LLCStatement	of	Loss	and	Comprehensive	LossFor	the	Period	February	11,	2020	to	November	30,	2020				in	thousands	of	US	dollars	2020$ExpensesAmortization95Corporate	salaries	and	wages614General	and	administrative914Lease	expense48Mineral	property	expense	(note	5)3,227Professional	fees1,990Foreign	exchange	loss3Total	expenses6,891Other	itemsInterest	income(1,180)Loss	and	comprehensive	loss	for	the	period5,711(See	accompanying	notes	to	the	financial	statements)Table	of	Contents133Ambler	Metals	LLCStatement	of	Changes	in	Members’	EquityFor	Period	Feb	11,	2020	to	November	30,	2020in	thousands	of	US	dollarsNumber	ofTrilogySouth32Totalunitsownerownermembers’outstandingcontributioncontributionDeficitequity$$$$Owner	contributions				2,000,000				31,206				145,000				—				176,206	Loss	for	the	period———(5,711)(5,711)Balance	–	20202,000,00031,206145,000(5,711)170,495(See	accompanying	notes	to	the	financial	statements)Table	of	Contents134Ambler	Metals	LLCStatement	of	Cash	FlowsFor	the	Period	February	11,	2020	to	November	30,	2020				in	thousands	of	US	dollars	2020$Cash	flows	used	in	operating	activitiesLoss	for	the	period(5,711)Items	not	affecting	cashAmortization95Interest	earned	on	South32	loan(978)Change	in	working	capitalDecrease	(increase)	in	deposits	and	prepaids(543)Decrease	(increase)	in	other	assets(10)Increase	(decrease)	in	accounts	payable	and	accrued	liabilities1,445(5,702)Cash	flows	from	(used	in)	financing	activitiesCash	contributed	by	South32	upon	JV	formation145,000145,000Cash	flows	from	(used	in)	investing	activitiesLoan	issued	to	South32(57,500)Property	staking(118)Purchase	of	office	equipment(7)(57,625)(Decrease)	increase	in	cash81,673Cash	–	beginning	of	period—Cash	–	end	of	period81,673(See	accompanying	notes	to	the	financial	statements)Table	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted1351.				Organization	&	basis	of	presentationAmbler	Metals	LLC	(the	“Company”	or	“Joint	Venture”),	a	Delaware	limited	liability	company,	is	a	50-50	joint	venture	between	NovaCopper	US	Inc.,	awholly	owned	subsidiary	of	Trilogy	Metals	Inc.	(collectively	“Trilogy”),	and	South32	USA	Exploration	Inc.,	a	wholly	owned	subsidiary	of	South32	Limited(collectively	“South32”).The	Company	is	engaged	in	the	exploration	and	development	of	mineral	properties	with	a	focus	on	the	Upper	Kobuk	Mineral	Projects	(“UKMP”),including	the	Arctic	and	Bornite	Projects	located	in	Northwest	Alaska	in	the	United	States	of	America	(“US”	or	“USA”).On	February	11,	2020,	pursuant	to	a	contribution	agreement	among	Trilogy,	South32	and	the	Company	(the	“Contribution	Agreement”),	Trilogycontributed	to	the	Company	substantially	all	of	Trilogy’s	assets	associated	with	the	Upper	Kobuk	Mineral	Projects	("UKMP")	located	in	northwestAlaska	in	exchange	for	a	50%	membership	interest	in	the	Company.	Simultaneously,	South32	contributed	US$145	million	cash	in	exchange	for	a	50%membership	interest	in	the	Company.The	operations	and	governance	of	the	Joint	Venture	are	provided	for	in	the	Company’s	Limited	Liability	Company	Agreement	dated	February	11,	2020(the	“LLC	Agreement”).The	mining	rights,	deposits	and	property,	plant	and	equipment	contributed	to	the	Company	from	Trilogy	are	recognized	at	Trilogy’s	historical	carryingvalue	on	the	date	of	contribution.	The	contributions,	including	noncash	contributions,	made	to	the	Company	by	each	respective	member	onFebruary	11,	2020	are	as	follows:Respective	contributions	to	the	Joint	Venture				in	thousands	of	US	dollars	$Net	intangible	assets:Mining	rights30,587Trilogy	contributed	net	intangible	assets30,587Net	tangible	assets:Deposits1Property,	plant	and	equipment618Trilogy	contributed	net	tangible	assets619Cash145,000South32	contributed	cash145,000Total	capital	contributed	at	inception176,206As	a	result	of	these	transactions,	Trilogy	and	South32	each	have	equal	interests	in	the	Company	and	have	equal	representation	on	the	Board	of	theCompany.Following	the	formation	of	the	Joint	Venture,	on	March	17,	2020	the	Company	loaned	South32	$57.5	million	secured	by	South32’s	membershipinterest	in	Ambler	Metals	and	guaranteed	by	South32	International	Investment	Holdings	Pty	Ltd.,	a	wholly	owned	subsidiary	of	South32.	The	loan	hasas	a	7-year	maturity	date	and	is	recorded	at	amortized	cost.Table	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted136The	financial	statements	have	been	prepared	by	management	in	conformity	with	generally	accepted	accounting	principles	in	the	United	States	(“U.S.GAAP”)	on	a	going	concern	basis,	which	contemplates	the	realization	of	assets	and	the	discharge	of	liabilities	in	the	normal	course	of	business	for	theforeseeable	future.These	financial	statements	have	been	prepared	pursuant	to	Rule	3-09	of	SEC	Regulation	S-X	for	inclusion	in	Trilogy’s	10-K/A,	as	the	Company	is	anequity	investee	of	Trilogy.2.				Summary	of	significant	accounting	policiesProperty,	plant	and	equipmentPlant	and	equipment	are	recorded	at	cost	and	amortization	begins	when	the	asset	is	put	into	service.	Amortization	is	calculated	on	a	straight-line	basisover	the	respective	assets’	estimated	useful	lives.	Amortization	periods	by	asset	class	are:Computer	hardware	and	software3	yearsMachinery	and	equipment3	–	10	yearsOffice	furniture	and	equipment5	yearsVehicles3	yearsLeasehold	Improvementslease	termMineral	properties	and	development	costsAll	direct	costs	related	to	the	acquisition	of	mineral	property	interests	are	capitalized.	Mineral	property	exploration	expenditures	are	expensed	whenincurred.	When	it	has	been	established	that	a	mineral	deposit	is	commercially	mineable,	an	economic	analysis	has	been	completed	and	permits	areobtained,	the	costs	subsequently	incurred	to	develop	a	mine	on	the	property	prior	to	the	start	of	mining	operations	are	capitalized.	Capitalized	costswill	be	amortized	following	commencement	of	production	using	the	unit	of	production	method	over	the	estimated	life	of	proven	and	probablereserves.Impairment	of	long-lived	assetsManagement	assesses	the	possibility	of	impairment	in	the	carrying	value	of	long-lived	assets	whenever	events	or	circumstances	indicate	that	thecarrying	amounts	of	the	asset	or	asset	group	may	not	be	recoverable.	Management	calculates	the	estimated	undiscounted	future	net	cash	flowsrelating	to	the	asset	or	asset	group	using	estimated	future	prices,	proven	and	probable	reserves	and	other	mineral	resources,	and	operating,	capitaland	reclamation	costs.	When	the	carrying	value	of	an	asset	exceeds	the	related	undiscounted	cash	flows,	the	asset	is	written	down	to	its	estimated	fairvalue,	which	is	usually	determined	using	discounted	future	cash	flows.	Management’s	estimates	of	mineral	prices,	mineral	resources,	foreign	exchangerates,	production	levels,	operating,	capital	and	reclamation	costs	are	subject	to	risk	and	uncertainties	that	may	affect	the	determination	of	therecoverability	of	the	long-lived	asset.	It	is	possible	that	material	changes	could	occur	that	may	adversely	affect	management’s	estimates.LeasesWe	determine	if	a	contractual	arrangement	represents	or	contains	a	lease	at	inception.	Operating	leases	are	included	in	Right	of	use	assets	and	Leaseliabilities	in	our	Balance	Sheet.	Assets	under	finance	leases	are	included	in	Property,	Plant	and	Equipment	and	the	related	lease	liabilities	in	Leaseliabilities	in	our	Balance	Sheet.Table	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted137Operating	and	finance	lease	right	of	use	assets	and	lease	liabilities	are	recognized	based	on	the	present	value	of	the	future	lease	payments	over	thelease	term	at	the	commencement	date.	When	the	rate	implicit	to	the	lease	cannot	be	readily	determined,	we	utilize	the	incremental	borrowing	rate	indetermining	the	present	value	of	the	future	lease	payments.	The	incremental	borrowing	rate	is	the	rate	of	interest	our	Company	would	have	to	pay	toborrow	on	a	collateralized	basis	over	a	similar	term	and	the	amount	equal	to	the	lease	payments	in	a	similar	economic	environment.The	operating	lease	expenses	are	recognized	on	a	straight-line	basis	over	the	lease	term	and	included	in	Lease	expenses.Income	taxesThe	Company	is	not	a	taxable	entity	for	income	tax	purposes.	Accordingly,	no	recognition	is	given	to	income	taxes	for	financial	reporting	purposes.	Taxon	the	net	income	(loss)	of	the	Company	is	borne	by	the	owners	through	the	allocation	of	taxable	income	(loss).	Net	income	for	financial	statementpurposes	may	differ	significantly	from	taxable	income	for	the	owners	as	a	result	of	differences	between	the	tax	basis	and	financial	reporting	basis	ofassets	and	liabilities	and	the	taxable	income	allocation	requirements	under	the	shareholders	agreement.Financial	instrumentsLoans	and	receivables	are	recorded	initially	at	fair	value,	net	of	transaction	costs	incurred,	and	subsequently	at	amortized	cost	using	the	effectiveinterest	rate	method.	Loans	and	receivables	consist	of	cash,	deposits,	and	loans	receivable.Other	financial	liabilities	include	accounts	payable	and	accrued	liabilities.Translation	of	foreign	currenciesForeign	denominated	monetary	assets	and	liabilities	are	translated	into	United	States	dollars	at	the	exchange	rate	in	effect	at	the	balance	sheet	date,and	non-monetary	assets	and	liabilities	at	the	exchange	rate	in	effect	at	the	time	of	acquisition	or	issue.	Income	and	expenses	are	translated	at	ratesapproximating	the	exchange	rate	in	effect	at	the	time	of	transactions.	Exchange	gains	or	losses	arising	on	translation	are	included	in	income	or	loss	forthe	period.The	functional	currency	of	the	Company	and	the	Company’s	reporting	currency	is	the	United	States	dollar.3.				CashAs	of	November	30,	2020,	included	in	cash	is	$88,973	(CDN$118,573)	denominated	in	Canadian	dollars	and	$81,583,624	denominated	in	United	Statesdollars.Table	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted1384.				Property,	plant	and	equipmentA	summary	of	property,	plant	and	equipment	as	of	November	30,	2020,	is	as	follows:in	thousands	of	US	dollarsAccumulatedCostAmortizationNet$$$Machinery	and	equipment				1,057				(532)				525	Computer	hardware	and	software12(6)61,069(538)5315.				Mineral	propertiesin	thousands	of	US	dollarsFebruary	11,	2020Acquisition	costsNovember	30,	2020$$$Ambler				26,587			118			26,705	Bornite4,000—4,00030,58711830,705a)AmblerOn	February	11,	2020,	the	Ambler	lands	in	Northwest	Alaska,	which	contains	the	copper-zinc-lead-gold-silver	Artic	Project	and	other	mineralizedtargets	within	the	volcanogenic	massive	sulfide	belt,	were	contributed	to	Ambler	Metals	LLC	pursuant	to	the	contribution	agreement.	The	Ambler	landsare	subject	to	a	1%	net	smelter	return	(“NSR”)	royalty	that	can	be	purchased	at	any	time	for	a	onetime	payment	of	$10.0	million.Mineral	property	costs	of	$118,157	were	added	to	the	Ambler	land	holdings	during	the	period	ended	November	30,	2020.b)BorniteOn	February	11,	2020,	the	exclusive	right	to	explore	and	the	non-exclusive	right	to	access	and	enter	on	the	Bornite	lands,	and	lands	deeded	to	NANARegional	Corporation,	Inc.	(“NANA”)	through	the	Alaska	Native	Claims	Settlement	Act,	located	adjacent	to	the	Ambler	lands	in	Northwest	Alaska,	werecontributed	to	Ambler	Metals	LLC	pursuant	to	the	contribution	agreement.Upon	a	decision	to	proceed	with	construction	of	a	mine	on	the	lands,	NANA	maintains	the	right	to	purchase	between	a	16%-25%	ownership	interest	inthe	mine	or	retain	a	15%	net	proceeds	royalty	which	is	payable	after	Ambler	Metals	LLC	has	recovered	certain	historical	costs,	including	capital	and	costof	capital.	Should	NANA	elect	to	purchase	an	ownership	interest,	consideration	will	be	payable	equal	to	all	historical	costs	incurred	on	the	properties	atthe	elected	percentage,	not	to	be	less	than	zero.	The	parties	would	form	a	joint	venture	and	be	responsible	for	all	future	costs,	including	capital	costsof	the	mine	based	on	their	pro-rata	share.Table	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted139NANA	would	also	be	granted	a	net	smelter	return	royalty	of	between	1%	and	2.5%	upon	the	execution	ofs	a	mining	lease	or	a	surface	use	agreement,the	amount	of	which	is	determined	by	the	classification	of	land	from	which	production	originates.c)Mineral	properties	expenseThe	following	table	summarizes	mineral	properties	expense	incurred	from	February	11,	2020	to	the	period	ended	November	30,	2020:				in	thousands	of	US	dollars	2020$Drilling444Engineering645Environmental245Geochemistry	and	geophysics171Land	and	permitting232Project	support320Wages	and	benefits1,170Mineral	property	expense3,2276.				Accounts	payable	and	accrued	liabilities				in	thousands	of	US	dollars	November	30,	2020$Accounts	payable444Accrued	demobilization	charges339Accrued	salaries	and	vacation232Due	to	related	parties114Other	accrued	liabilities316Accounts	payable	and	accrued	liabilities1,4457.				Leases(a)Right-of-use	asset				in	thousands	of	US	dollars	November	30,	2020$Recognition	of	Fairbanks	warehouse	lease93Amortization(42)51Table	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted140The	Company’s	lease	arrangement	for	warehouse	space	ends	in	October	2021.	Total	lease	expense	recorded	was	comprised	of	operating	lease	costs	of$48,015	and	variable	lease	costs	of	$nil.	As	of	November	30,	2020,	the	remaining	lease	term	was	11	months.Supplemental	cash	and	non-cash	information	relating	to	our	leases	during	the	period	ended	November	30,	2020	are	as	follows:●Cash	paid	for	amounts	included	in	the	measurement	of	lease	liabilities	was	$48,080.●Non-cash	amounts	included	in	the	measurement	of	lease	liabilities	was	$nil.Future	minimum	payments	relating	to	the	lease	recognized	in	our	balance	sheet	as	of	November	30,	2020	are	as	follows:				in	thousands	of	US	dollars	November	30,	2020$2021532022	to	2025—Total	undiscounted	lease	payments53Effects	of	discounting(2)Present	value	of	lease	payments	recognized	as	lease	liability518.				Related	party	transactionsThe	Company	incurred	$931,897	of	expenses	related	to	employee	compensation,	payroll	processing	fees,	office	supplies,	and	accounting	services	inconnection	with	the	Services	Agreement	between	Trilogy	and	the	Company	dated	February	18,	2020	(“Services	Agreement”).	In	addition,	the	Companymade	payments	of	$2,771,515	related	to	operating	expenses	paid	by	Trilogy	and	reimbursed	by	the	Company	pursuant	to	the	Services	Agreement.As	of	November	30,	2020,	included	in	accounts	payable	is	s	$114,303	due	to	Trilogy.During	the	period	ended	November	30,	2020,	the	Company	loaned	$57.5	million	to	South32	and	earned	interest	of	$978,383	on	the	loan.9.				Financial	risk	management(a)Currency	riskCurrency	risk	is	the	risk	of	a	fluctuation	in	financial	asset	and	liability	settlement	amounts	due	to	a	change	in	foreign	exchange	rates.	The	Companyoperates	in	the	United	States	and	holds	a	bank	account	denominated	in	Canadian	currency	to	facilitate	payments	to	Canadian	vendors,	as	necessary.The	Company’s	exposure	to	the	currency	risk	at	November	30,	2020	is	limited	to	the	Canadian	dollar	balances	consisting	of	cash	of	CDN$118,573	andaccounts	payable	of	CDN$181,461.	Based	on	a	10%	change	in	the	US-Canadian	exchange	rate,	assuming	all	other	variables	remain	constant,	theCompany’s	net	loss	would	change	by	approximately	$5,107.Table	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted141(b)Credit	riskCredit	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	Companyholds	cash	with	US	Chartered	financial	institutions.	The	Company’s	receivables	consist	of	a	loan	receivable	from	South32.	The	Company’s	exposure	tocredit	risk	is	equal	to	the	balance	of	cash	and	loan	receivables	recorded	in	the	financial	statements.(c)Liquidity	riskLiquidity	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	theexploration	stage	and	does	not	have	cash	inflows	from	operations;	therefore,	the	Company	manages	liquidity	risk	through	the	terms	of	the	LLCAgreement.Contractually	obligated	cash	flow	requirements	as	at	November	30,	2020	are	as	follows.in	thousands	of	US	dollars				Total				<	1	year				Thereafter	$$$Accounts	payable	and	accrued	liabilities1,4451,445—Warehouse	lease5353—1,4981,498—(d)Interest	rate	riskInterest	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	cash	balances	as	at	November	30,	2020,	a	1%	changeinterest	rates	would	result	in	a	change	in	a	net	loss	of	$800,000	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,	the	ability	for	ourOwners	to	obtain	long-term	financing	and	its	economic	viability	could	be	affected	by	commodity	price	volatility.10.				Commitments	and	contingenciesThe	Company	has	commitments	with	respect	to	a	warehouse	lease	requiring	future	minimum	lease	payments	as	summarized	in	note	7.11.				Members’	equityThe	Company	has	been	established	as	a	limited	liability	company.	Under	the	terms	of	the	LLC	Agreement,	unless	otherwise	provided	for	in	the	LLCAgreement,	all	membership	interests	are	entitled	to	the	same	benefits,	rights,	duties	and	obligations	and	vote	on	all	matters.The	Company	is	authorized	to	establish	a	capital	account	for	each	member	equal	to	that	member’s	initial	capital	contribution,	represented	by	Units.The	Units	are	voting	and	subject	to	transfer	restrictions	as	defined	in	the	LLCTable	of	ContentsAmbler	Metals	LLCNotes	to	financial	statementsexpressed	in	U.S.	dollars,	unless	otherwise	noted142Agreement.	As	of	November	30,	2020,	the	Company	has	2	million	Units,	with	each	of	South32	and	Trilogy	owning	1	million	Units	each,	in	exchange	forthe	contributions	made	to	the	Company	at	inception.As	described	in	the	LLC	Agreement,	under	certain	circumstances	a	member	shall	have	the	right	to	transfer	to	any	third	party	all	or	any	part	of	itsMembership	Interest	or	any	economic	interest	(including	its	right	to	receive	distributions	of	cash	or	property	from	the	Company).	Any	such	transfer	issubject	to	the	satisfaction	of	certain	conditions,	and	the	relevant	purchase	price	is	determined	pursuant	to	specific	formulas,	all	as	set	forth	in	the	LLCAgreement.12.				Subsequent	eventsThe	Company	has	evaluated	subsequent	events	to	February	10,	2021,	which	is	the	date	the	financial	statements	were	available	to	be	issued.In	December	2020,	the	Company	executed	a	lease	arrangement	for	office	space	ending	December	2025	for	its	new	Anchorage	office	space.	Futureminimum	payments	relating	to	this	lease	are	approximately	$920,655.In	February	2021,	the	Company	and	the	Alaska	Industrial	Development	and	Export	Authority	(“AIDEA”)	entered	into	a	Funding	Agreement	to	which	theCompany	agrees	to	reimburse	AIDEA	for	fifty	percent	(50%)	of	the	direct	costs	for	certain	pre-construction	activities	of	the	Ambler	Access	Project	overthe	next	three	to	four	years,	up	to	$35	million.Table	of	Contents143SIGNATURESPursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	onits	behalf	by	the	undersigned,	thereunto	duly	authorized.TRILOGY	METALS	INC.By:/s/	Tony	Giardini	Name:Tony	Giardini	Title:President	and	Chief	Executive	OfficerDate:	February	12,	2021Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	theregistrant	and	in	the	capacities	and	on	the	dates	indicated:/s/	Tony	GiardiniPresident	and	Chief	Executive	OfficerFebruary	12,	2021Tony	Giardini(Principal	Executive	Officer)	and	Director/s/	Elaine	SandersChief	Financial	Officer	(Principal	FinancialFebruary	12,	2021Elaine	SandersOfficer	and	Principal	Accounting	Officer)/s/	James	GowansDirectorFebruary	12,	2021James	Gowans/s/	William	HaydenDirectorFebruary	12,	2021William	Hayden/s/	William	HensleyDirectorFebruary	12,	2021William	Hensley/s/	Gregory	LangDirectorFebruary	12,	2021Gregory	A.	Lang/s/	Kalidas	MadhavpeddiDirectorFebruary	12,	2021Kalidas	V.	Madhavpeddi/s/	Janice	StairsDirectorFebruary	12,	2021Janice	Stairs/s/	Diana	WaltersDirectorFebruary	12,	2021Diana	WaltersSignature				Title				DateExhibit	21.1SUBSIDIARIES	OF	THE	REGISTRANTName	of	Subsidiary					Jurisdiction	of	Organization	NovaCopper	US	Inc.	(dba	Trilogy	Metals	US)	DelawareAmbler	Metals	LLC	(50%	owned	by	NovaCopper	US	Inc.)	DelawareExhibit	23.1CONSENT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRMWe	hereby	consent	to	the	incorporation	by	reference	in	the	Registration	Statements	on	Forms	S-8	(No.	333-181020,	No.	333-188950,	No.	333-205102,	No.	333-208149and	No.	333-234417)	and	the	Registration	Statement	on	Form	S-3	(No.	333-234164)	of	Trilogy	Metals	Inc.	of	(i)	our	report	dated	February	11,	2021,	relating	to	theconsolidated	financial	statements	of	Trilogy	Metals	Inc.,	and	(ii)	our	report	dated	February	11,	2021	relating	to	the	financial	statements	of	Ambler	Metals	LLC,	both	ofwhich	appear	in	this	Form	10-K./s/	PricewaterhouseCoopers	LLPChartered	Professional	AccountantsVancouver,	CanadaFebruary	11,	2021Exhibit	23.2CONSENT	OF	RICHARD	GOSSEI	hereby	consent	to	the	inclusion	in	this	Annual	Report	on	Form	10-K,	which	is	being	filed	with	the	United	States	Securities	and	Exchange	Commission,	of	references	tomy	name	and	to	the	use	of	the	scientific	and	technical	information	included	in	Trilogy	Metals	Inc.’s	Annual	Report	on	Form	10-K	for	the	year	ended	November	30,	2020.I	also	consent	to	the	incorporation	by	reference	in	Trilogy	Metals	Inc.’s	Registration	Statements	on	Form	S-8	(No.	333-181020,	No.	333-188950,	No.	333-205102,	No.333-208149	and	No.	333-234417)	and	the	Registration	Statement	on	Form	S-3	(No.	333-234164)	of	references	to	my	name	and	to	the	use	of	the	scientific	and	technicalinformation	included	in	the	Annual	Report	on	Form	10-K	as	described	above.DATED:	February	9,	2021			/s/	Richard	Gosse	Name:	Richard	Gosse	Exhibit	23.3CONSENT	OF	BD	RESOURCE	CONSULTING,	INC.The	undersigned	hereby	consents	to	the	inclusion	in	or	incorporation	by	reference	in	(i)	the	Form	10-K	of	Trilogy	Metals	Inc.	being	filed	with	the	U.S.	Securities	andExchange	Commission	(the	“SEC”)	for	the	fiscal	year	ended	November	30,	2020	and	(ii)	the	registration	statements	on	Form	S-3	(No.333-234164)	and	Form	S-8	(No.333-181020,	No.	333-188950,	No.	333-205102,	No.	333-208149	and	No.	333-234417)	(the	“Registration	Statements”)	of	Trilogy	Metals	Inc.	filed	with	the	SEC,	to	anyamendments	or	post-effective	amendments	to	the	Registration	Statements	and	to	any	prospectuses	or	prospectus	supplements	thereto,	of	references	to	BD	ResourceConsulting,	Inc.’s	name	and	to	the	use	of	the	technical	reports	titled	(x)	“Artic	Feasibility	Study,	Alaska,	USA,	NI	43-101	Technical	Report"	dated	effective	August	20,2020	and	released	October	2,	2020	and	(y)	"NI	43-101	Technical	Report	on	the	Bornite	Project,	Northwest	Alaska,	USA"	dated	effective	June	5,	2018	and	released	July20,	2018	(the	"Technical	Reports"),	and	the	use	of	scientific	and	technical	information,	including	any	reserve	and	resource	estimates,	from	the	Technical	Reports(collectively,	the	"Technical	Information"),	including	extracts	from	or	summaries	of	the	Technical	Information.DATED:	February	11,	2021BD	Resource	Consulting,	Inc.					/s/	Bruce	M.	Davis	Name:	Bruce	M.	DavisTitle:	President	Exhibit	23.4CONSENT	OF	SIM	GEOLOGICAL	INC.The	undersigned	hereby	consents	to	the	inclusion	in	or	incorporation	by	reference	in	(i)	the	Form	10-K	of	Trilogy	Metals	Inc.	being	filed	with	the	U.S.	Securities	andExchange	Commission	(the	“SEC”)	for	the	fiscal	year	ended	November	30,	2020	and	(ii)	the	registration	statements	on	Form	S-3	(No.	333-234164)	and	Form	S-8	(No.333-181020,	No.	333-188950,	No.	333-205102,	No.	333-208149	and	No.	333-234417)	(the	“Registration	Statements”)	of	Trilogy	Metals	Inc.	filed	with	the	SEC,	to	anyamendments	or	post-effective	amendments	to	the	Registration	Statements	and	to	any	prospectuses	or	prospectus	supplements	thereto,	of	references	to	SIM	GeologicalInc.’s	name	and	to	the	use	of	the	technical	reports	titled	(x)	“Artic	Feasibility	Study,	Alaska,	USA,	NI	43-101	Technical	Report”	dated	effective	August	20,	2020	andreleased	October	2,	2020	and	(y)	“NI	43-101	Technical	Report	on	the	Bornite	Project,	Northwest	Alaska,	USA”	dated	effective	June	5,	2018	and	released	July	20,	2018(the	“Technical	Reports”),	and	the	use	of	scientific	and	technical	information,	including	any	reserve	and	resource	estimates,	from	the	Technical	Reports	(collectively,	the“Technical	Information”),	including	extracts	from	or	summaries	of	the	Technical	Information.DATED:	January	21,	2021SIM	Geological	Inc.					/s/	Robert	Sim	Name:	Robert	SimTitle:	President	SIM	Geological	Inc.	Exhibit	23.5CONSENT	OF	INTERNATIONAL	METALLURGICAL	&	ENVIRONMENTAL	INC.The	undersigned	hereby	consents	to	the	inclusion	in	or	incorporation	by	reference	in	(i)	the	Form	10-K	of	Trilogy	Metals	Inc.	being	filed	with	the	U.S.	Securities	andExchange	Commission	(the	“SEC”)	for	the	fiscal	year	ended	November	30,	2020	and	(ii)	the	registration	statements	on	Form	S-3	(No.333-234164)	and	Form	S-8	(No.333-181020,	No.	333-188950,	No.	333-205102,	No.	333-208149	and	No.	333-234417)	(the	“Registration	Statements”)	of	Trilogy	Metals	Inc.	filed	with	the	SEC,	to	anyamendments	or	post-effective	amendments	to	the	Registration	Statements	and	to	any	prospectuses	or	prospectus	supplements	thereto,	of	references	to	InternationalMetallurgical	&	Environmental	Inc.’s	name	and	to	the	use	of	the	technical	reports	titled	(x)	“Artic	Feasibility	Study,	Alaska,	USA,	NI	43-101	Technical	Report”	datedeffective	August	20,	2020	and	released	October	2,	2020	and	(y)	“NI	43-101	Technical	Report	on	the	Bornite	Project,	Northwest	Alaska,	USA”	dated	effective	June	5,2018	and	released	July	20,	2018	(the	“Technical	Reports”),	and	the	use	of	scientific	and	technical	information,	including	any	reserve	and	resource	estimates,	from	theTechnical	Reports	(collectively,	the	“Technical	Information”),	including	extracts	from	or	summaries	of	the	Technical	Information.DATED:	February	6,	2021	International	Metallurgical	&	Environmental	Inc.			/s/	Jeffrey	Austin	Name:	Jeffrey	B.	AustinTitle:	President	Exhibit	23.6CONSENT	OF	AUSENCO	ENGINEERING	CANADA	INC.The	undersigned	hereby	consents	to	the	inclusion	in	or	incorporation	by	reference	in	(i)	the	Form	10-K	of	Trilogy	Metals	Inc.	being	filed	with	the	U.S.	Securities	andExchange	Commission	(the	“SEC”)	for	the	fiscal	year	ended	November	30,	2020	and	(ii)	the	registration	statements	on	Form	S-3	(No.	333-234164)	and	Form	S-8	(No.333-181020,	No.	333-188950,	No.	333-205102,	No.	333-208149	and	No.	333-234417)	(the	“Registration	Statements”)	of	Trilogy	Metals	Inc.	filed	with	the	SEC,	ofreferences	to	the	Ausenco	Engineering	Canada	Inc.’s	name	and	to	the	use	of	the	those	sections	of	the	technical	report	titled	“Arctic	Feasibility	Study,	Alaska,	USA,	NI	43-101	Technical	Report”	dated	effective	August	20,	2020	and	released	October	2,	2020	(the	“Technical	Report”),	that	were	prepared	by	Ausenco	Engineering	Canada	Inc.,and	the	use	of	scientific	and	technical	information	from	those	sections	of	the	Technical	Report	that	were	prepared	by	Ausenco	Engineering	Canada	Inc.	(collectively,	the“Technical	Information”),	including	extracts	from	or	summaries	of	the	Technical	Information.DATED:	February	9,	2021	Ausenco	Engineering	Canada	Inc.		/s/	Paul	Staples	Name:	Paul	StaplesTitle:	VP	&	Global	Practice	Lead	Exhibit	23.7CONSENT	OF	WOOD	CANADA	LIMITED,The	undersigned	hereby	consents	to	the	inclusion	in	or	incorporation	by	reference	in	(i)	the	Form	10-K	of	Trilogy	Metals	Inc.	being	filed	with	the	U.S.	Securities	andExchange	Commission	(the	“SEC”)	for	the	fiscal	year	ended	November	30,	2020	and	(ii)	the	registration	statements	on	Form	S-3	(No.	333-234164)	and	Form	S-8	(No.333-181020,	No.	333-188950,	No.	333-205102,	No.	333-208149	and	No.	333-234417)	(the	“Registration	Statements”)	of	Trilogy	Metals	Inc.	filed	with	the	SEC,	to	anyamendments	or	post-effective	amendments	to	the	Registration	Statements	and	to	any	prospectuses	or	prospectus	supplements	thereto,		of	references	to	Wood	CanadaLimited’s	name	and	to	the	use	of	the	technical	report	titled	“Arctic	Feasibility	Study,	Alaska,	USA,	NI	43-101	Technical	Report”	dated	effective	August	20,	2020	andreleased	October	2,	2020	(the	“Technical	Report”),	and	the	use	of	scientific	and	technical	information,	including	any	reserve	estimates,	from	the		portions	of	the	TechnicalReport	prepared	by	Wood	Canada	Limited		(collectively,	the	“Technical	Information”),	including	extracts	from	or	summaries	of	the	Technical	Information.DATED:	February	7,	2021	On	behalf	of	Wood	Canada	Limited		/s/	Greg	Gosson	Name:	Greg	GossonTitle:	Technical	Director,	Geology	&	Compliance												Wood	Canada	LimitedExhibit	23.8CONSENT	OF	SRK	CONSULTING	(CANADA)	INC.The	undersigned	hereby	consents	to	the	inclusion	in	or	incorporation	by	reference	in	(i)	the	Form	10-K	of	Trilogy	Metals	Inc.	being	filed	with	the	U.S.	Securities	andExchange	Commission	(the	“SEC”)	for	the	fiscal	year	ended	November	30,	2020	and	(ii)	the	registration	statements	on	Form	S-3	(No.	333-234164)	and	Form	S-8	(No.333-181020,	No.	333-188950,	No.	333-205102,	No.	333-208149	and	No.	333-234417)	(the	“Registration	Statements”)	of	Trilogy	Metals	Inc.	filed	with	the	SEC,	to	anyamendments	or	post-effective	amendments	to	the	Registration	Statements	and	to	any	prospectuses	or	prospectus	supplements	thereto,	of	references	to	SRK	Consulting(Canada)	Inc.’s	name	and	to	the	use	of	the	technical	report	titled	“Artic	Feasibility	Study,	Alaska,	USA,	NI	43-101	Technical	Report”	dated	effective	August	20,	2020	andreleased	October	2,	2020	(the	“Technical	Report”),	and	the	use	of	scientific	and	technical	information,	including	any	reserve	and	resource	estimates,	from	the	TechnicalReport	(collectively,	the	“Technical	Information”),	including	extracts	from	or	summaries	of	the	Technical	Information.DATED:	February	12,	2021	SRK	Consulting	(Canada)	Inc.			/s/	Calvin	Boese	Name:	Calvin	BoeseTitle:	Principal	Consultant	(Geotechnical)	Exhibit	31.1CERTIFICATION	OF	CHIEF	EXECUTIVE	OFFICERPURSUANT	TO	RULE	13a-14(a)	OF	THESECURITIES	EXCHANGE	ACT	OF	1934I,	Tony	Giardini,	certify	that:1.	I	have	reviewed	this	annual	report	on	Form	10-K	of	Trilogy	Metals	Inc.;2.	Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make	the	statements	made,	inlight	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered	by	this	report;3.	Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects	the	financial	condition,results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;4.	The	registrant’s	other	certifying	officer(s)	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in	Exchange	Act	Rules13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-15(f))	for	the	registrant	and	have:(a)	Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our	supervision,	to	ensure	thatmaterial	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us	by	others	within	those	entities,	particularly	during	the	period	inwhich	this	report	is	being	prepared;(b)	Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under	our	supervision,	toprovide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generallyaccepted	accounting	principles;(c)	Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about	the	effectiveness	of	thedisclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;	and(d)	Disclosed	in	this	report	any	change	in	the	registrant's	internal	control	over	financial	reporting	that	occurred	during	the	registrant's	most	recent	fiscal	quarter(the	registrant's	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is	reasonably	likely	to	materially	affect,	the	registrant's	internal	controlover	financial	reporting;	and5.	The	registrant’s	other	certifying	officer(s)	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to	the	registrant’sauditors	and	the	audit	committee	of	the	registrant’s	board	of	directors	(or	persons	performing	the	equivalent	functions):(a)	All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are	reasonably	likely	toadversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and(b)	Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s	internal	control	over	financialreporting.	By:/s/	Tony	Giardini		Tony	GiardiniDate:	February	12,	2021	Chief	Executive	OfficerExhibit	31.2CERTIFICATION	OF	CHIEF	FINANCIAL	OFFICERPURSUANT	TO	RULE	13a-14(a)	OF	THESECURITIES	EXCHANGE	ACT	OF	1934I,	Elaine	Sanders,	certify	that:1.	I	have	reviewed	this	annual	report	on	Form	10-K	of	Trilogy	Metals	Inc.;2.	Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make	the	statements	made,	inlight	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered	by	this	report;3.	Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects	the	financial	condition,results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;4.	The	registrant’s	other	certifying	officer(s)	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in	Exchange	Act	Rules13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-15(f))	for	the	registrant	and	have:(a)	Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our	supervision,	to	ensure	thatmaterial	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us	by	others	within	those	entities,	particularly	during	the	period	inwhich	this	report	is	being	prepared;(b)	Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under	our	supervision,	toprovide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generallyaccepted	accounting	principles;(c)	Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about	the	effectiveness	of	thedisclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;	and(d)	Disclosed	in	this	report	any	change	in	the	registrant's	internal	control	over	financial	reporting	that	occurred	during	the	registrant's	most	recent	fiscal	quarter(the	registrant's	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is	reasonably	likely	to	materially	affect,	the	registrant's	internal	controlover	financial	reporting;	and5.	The	registrant’s	other	certifying	officer(s)	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to	the	registrant’sauditors	and	the	audit	committee	of	the	registrant’s	board	of	directors	(or	persons	performing	the	equivalent	functions):(a)	All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are	reasonably	likely	toadversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and(b)	Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s	internal	control	over	financialreporting.By:/s/	Elaine	Sanders		Elaine	SandersDate:	February	12,	2021	Chief	Financial	OfficerExhibit	32.1CERTIFICATION	PURSUANT	TO18	U.S.C.	§1350,AS	ADOPTED	PURSUANT	TOSECTION	906	OF	THE	SARBANES-OXLEY	ACT	OF	2002In	connection	with	the	Annual	Report	of	Trilogy	Metals	Inc.	(the	“Company”)	on	Form	10-K	for	the	year	ended	November	30,	2020,	as	filed	with	the	Securities	andExchange	Commission	on	the	date	hereof	(the	“Report”),	I,	Tony	Giardini,	Chief	Executive	Officer	of	the	Company,	certify	that:1.	The	Report	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934;	and2.	The	information	contained	in	the	Report	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	the	Company.Date:	February	12,	2021By:/s/	Tony	Giardini		Tony	Giardini		Chief	Executive	OfficerExhibit	32.2CERTIFICATION	PURSUANT	TO18	U.S.C.	§1350,AS	ADOPTED	PURSUANT	TOSECTION	906	OF	THE	SARBANES-OXLEY	ACT	OF	2002In	connection	with	the	Annual	Report	of	Trilogy	Metals	Inc.	(the	“Company”)	on	Form	10-K	for	the	year	ended	November	30,	2020,	as	filed	with	the	Securities	andExchange	Commission	on	the	date	hereof	(the	“Report”),	I,	Elaine	Sanders,	Chief	Financial	Officer	of	the	Company,	certify	that:1.	The	Report	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934;	and2.	The	information	contained	in	the	Report	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	the	Company.Date:	February	12,	2021By:/s/	Elaine	Sanders		Elaine	Sanders		Chief	Financial	Officer