Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - Trilogy Metals Inc. | tm208115d1_ex99-2.htm |
| EX-10.1 - EXHIBIT 10.1 - Trilogy Metals Inc. | tm208115d1_ex10-1.htm |
| EX-2.1 - EXHIBIT 2.1 - Trilogy Metals Inc. | tm208115d1_ex2-1.htm |
| 8-K - FORM 8-K - Trilogy Metals Inc. | tm208115-1_8k.htm |
Exhibit 99.1
Trilogy Metals Inc.
Consolidated Pro Forma Balance Sheet
As at November 30, 2019
(unaudited)
In thousands of US dollars
except share and per share amounts
Previously reported | Proforma adjustments | Pro forma | |||||||||||
| Assets | |||||||||||||
| Current assets | |||||||||||||
| Cash and cash equivalents | 19,174 | 19,174 | |||||||||||
| GST and other receivables | 264 | 264 | |||||||||||
| Deposits and prepaid amounts | 719 | (470 | ) | (a) | 249 | ||||||||
| 20,157 | (470 | ) | 19,687 | ||||||||||
| Deposits and prepaid amount | 114 | 114 | |||||||||||
| Property, plant & equipment | 715 | (640 | ) | (a) | 75 | ||||||||
| Mineral properties | 30,631 | (30,631 | ) | (a) | - | ||||||||
| Investment in unconsolidated joint venture | - | 263,450 | (a) | 263,450 | |||||||||
| Total assets | 51,617 | 231,709 | 283,326 | ||||||||||
| Liabilities | |||||||||||||
| Current liabilities: | |||||||||||||
| Accounts payable and accrued liabilities | 2,354 | 2,354 | |||||||||||
| 2,354 | 2,354 | ||||||||||||
| Other liabilities | 31,000 | (31,000 | ) | (b) | - | ||||||||
| Total liabilities | 33,354 | (31,000 | ) | 2,354 | |||||||||
| Shareholder's equity | |||||||||||||
| Share capital | 177,971 | 177,971 | |||||||||||
| Contributed Surplus - Stock Based Compensation | 21,123 | 21,123 | |||||||||||
| Contributed Surplus | 122 | 122 | |||||||||||
| RSU's and DSU's | 1,759 | 1,759 | |||||||||||
| Deficit | (182,712 | ) | 262,709 | (a),(b) | 79,997 | ||||||||
| Total shareholder's equity | 18,263 | 262,709 | 280,972 | ||||||||||
| Total liabilities and shareholder's equity | 51,617 | 231,709 | 283,326 | ||||||||||
Trilogy Metals Inc.
Consolidated Pro Forma Statement of Operations and Deficit
For the Year Ended November 30, 2019
(unaudited)
In thousands of US dollars
except share and per share amounts
Previously reported | Proforma adjustments | Pro forma | |||||||||||
| Expenses | |||||||||||||
| Amortization | 211 | (188 | ) | (c) | 23 | ||||||||
| Corporate development | 623 | 623 | |||||||||||
| Foreign exchange gain | (19 | ) | (19 | ) | |||||||||
| General and administrative | 1,838 | 1,838 | |||||||||||
| Mineral properties expense | 19,211 | (19,211 | ) | (c) | - | ||||||||
| Professional fees | 1,382 | 1,382 | |||||||||||
| Salaries | 1,314 | 1,314 | |||||||||||
| Salaries - Stock-based compensation | 3,845 | 3,845 | |||||||||||
| Total expenses | 28,405 | (19,399 | ) | 9,006 | |||||||||
| Other items | |||||||||||||
| Interest income | (500 | ) | (500 | ) | |||||||||
| Equity loss, unconsolidated joint venture | - | 9,606 | (d) | 9,606 | |||||||||
| Loss for the period | 27,905 | (9,793 | ) | 18,112 | |||||||||
| Deficit, beginning of period | 154,807 | 252,917 | (a),(b) | (98,110 | ) | ||||||||
| Deficit, end of period | 182,712 | 262,710 | (79,998 | ) | |||||||||
| Basic and diluted loss per share | $0.21 | ($0.13 | ) | ||||||||||
| Weighted average number of shares | 135,225,349 | 135,225,349 | |||||||||||
Trilogy Metals Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Note 1 Basis of Presentation
The accompanying unaudited pro forma consolidated financial statements of Trilogy Metals Inc. and its wholly-owned subsidiary, NovaCopper US Inc. (collectively, “Trilogy”, “Trilogy Metals” or the “Company”) were derived from the Company’s historical consolidated financial statements. The unaudited pro forma balance sheet as of November 30, 2019 was adjusted to reflect the completion of the joint venture with South32 Limited whereby the Company contributed all of its assets associated with the 172,636-hectare Upper Kobuk Mineral Projects (“UKMP”), including the Arctic and Bornite projects, while South32 contributed US$145 million, resulting in each party owning a 50% interest in the joint venture company named Ambler Metals LLC. The funds will be used to advance the Arctic and Bornite projects, along with exploration in the Ambler mining district.
All figures are in United States dollars unless otherwise noted.
The unaudited pro forma consolidated financial statements are furnished for informational purposes only and do not purport to reflect the Company’s financial position and results of operations had the dispositions occurred on the dates as indicated above. Further, these financial statements are not necessarily indicative of the Company’s future financial position and future results of operations and should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended November 30, 2019.
Note 2 Pro Forma Adjustments
The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial information:
(a) This adjustment reflects the gain arising from contribution of the Upper Kobuk mineral property assets, PP&E, and deposits to the JV at fair market value in exchange for a 50% equity interest in the JV. The estimated gain arising from the transaction has not been reflected in the pro forma consolidated statement of operations as it is considered to be nonrecurring in nature.
(b) To recognize previously deferred gain on purchase option associated with the Upper Kobuk mineral property assets. The estimated income has not been reflected in the pro forma consolidated statement of operations as it is considered to be nonrecurring in nature.
(c) Reflects the removal of income and expenses directly associated with the Upper Kobuk mineral property assets.
(d) Reflects Trilogy's 50% equity interest in the equity earnings (net loss) of the JV had the Transaction closed on December 1, 2018.
(e) The Company is currently evaluating the tax consequences of the transaction.