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Mineral properties and development costs
9 Months Ended
Aug. 31, 2017
Mineral Industries Disclosures [Abstract]  
Mineral properties and development costs [Text Block]
4
Mineral properties and development costs
 
in thousands of dollars
 
 
November 30, 2016
$
 
Acquisition costs
$
 
August 31, 2017
$
 
Alaska, USA
 
 
 
 
 
 
 
 
 
 
Ambler (a)
 
 
26,586
 
 
1
 
 
26,587
 
Bornite (b)
 
 
4,000
 
 
-
 
 
4,000
 
 
 
 
30,586
 
 
1
 
 
30,587
 
 
in thousands of dollars
 
 
November 30, 2015
$
 
Acquisition costs
$
 
November 30, 2016
$
 
Alaska, USA
 
 
 
 
 
 
 
 
 
 
Ambler (a)
 
 
26,586
 
 
-
 
 
26,586
 
Bornite (b)
 
 
4,000
 
 
-
 
 
4,000
 
 
 
 
30,586
 
 
-
 
 
30,586
 
 
(a)
Ambler
 
On January 11, 2010, NovaGold Resources Inc. (“NovaGold”), through Alaska Gold Company (“AGC”), at the time a 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 the volcanogenic massive sulfide belt, through a series of cash and share payments. Total fair value of the consideration was $26.6 million. The vendor retained a 1% net smelter return royalty that the owner of the property can purchase 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 was subsequently spun-out to NovaGold shareholders and publicly listed on April 30, 2012 (“NovaGold Arrangement”).
 
(b)
Bornite
 
On October 19, 2011, Trilogy Metals US acquired the exclusive right to explore and the non-exclusive right to access and enter on the Bornite lands, and lands deeded to NANA Regional Corporation, Inc. (“NANA”) through the Alaska Native Claims Settlement Act, located adjacent to the Ambler lands in Northwest Alaska. As consideration, Trilogy Metals US paid $4 million to acquire the right to explore and develop the combined Upper Kobuk Mineral Projects through an Exploration Agreement and Option to Lease with NANA. 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 in the mine or retain a 15% net proceeds royalty which is payable after Trilogy Metals US has recovered certain historical costs, including capital and cost of capital. Should NANA elect to purchase an ownership interest, consideration will be payable equal to all historical costs incurred on the properties at the elected percentage purchased less $40 million, not to be less than zero. The parties would form a joint 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 use agreement, the amount of which is determined by the classification of land from which production originates.
 
(c)
Option Agreement
 
On April 10, 2017, Trilogy and Trilogy Metals US entered into an Option Agreement to Form a Joint Venture with South32 Group Operations Pty Ltd. (“South32”) on the UKMP (“Option Agreement”). Trilogy Metals US has 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, Trilogy Metals US will transfer its Alaskan assets, including the UKMP, and South32 will contribute a minimum of $150 million to a newly formed limited liability company (“JV LLC”), plus any amounts Trilogy Metals US spends at the Arctic Project over the next three years to a maximum of $5 million per year (the “Subscription Price”), less an amount of the initial funding contributed by South32.
 
To maintain the option in good standing, South32 is required to fund a minimum of $10 million per year for up to a three year period, which funds will be used to execute a mutually agreed upon program at the UKMP. The funds provided by South32 may only be expended based on the approved program. Provided that all the exploration data and information has been made available to South32 by no later than December 31 of each year, South32 must decide by the end of January of the following year whether: (i) to fund a further tranche of a minimum of $10 million, or (ii) to withdraw and not provide any further annual funding. If the election to fund a further tranche is not made in January, South32 has until the end of March to exercise the option to form the JV LLC and make the subscription payment.
 
The Company received $10.0 million for the first payment following the approval of the year 1 program and budget in April 2017. As at August 31, 2017, the Company held $2.7 million in a segregated bank account for spending on the approved year 1 program at Bornite. The Company is responsible for the disbursement of these funds in accordance with the approved program and budget and accordingly has not classified the funds as restricted cash.
 
As the initial option payments are credited against the future subscription price upon exercise, the Company has accounted for the payment received as deferred consideration. At such time as the option is exercised, the initial payments received to that date will be recognized as part of the consideration received for the Company’s contribution of the UKMP into the JV LLC. If South 32 withdraws from the Option Agreement, the consideration will be recognized in the statement of loss at that time.
 
The option to form the JV LLC is recognized as a financial instrument at inception of the arrangement with an initial fair value of $nil. This option is required to be re-measured at fair value at each reporting date with any changes in fair value recorded in loss for the period.
 
(d)
Mineral properties expense
 
The following table summarizes mineral properties expense for the noted periods and includes expenditures funded by South32.
In thousands of dollars
 
 
Three months
ended August
31, 2017
$
 
Three months
ended August
31, 2016
$
 
Nine months
ended August
31, 2017
$
 
Nine months
ended August
31, 2016
$
 
Alaska, USA
 
 
 
 
 
 
 
 
 
 
 
 
 
Community
 
 
67
 
 
63
 
 
201
 
 
184
 
Drilling
 
 
3,194
 
 
712
 
 
3,284
 
 
712
 
Engineering
 
 
1,085
 
 
191
 
 
1,508
 
 
410
 
Environmental
 
 
122
 
 
212
 
 
181
 
 
235
 
Geochemistry and geophysics
 
 
146
 
 
28
 
 
151
 
 
41
 
Land and permitting
 
 
215
 
 
113
 
 
667
 
 
322
 
Other income
 
 
(26)
 
 
(34)
 
 
(26)
 
 
(34)
 
Project support
 
 
2,307
 
 
1,030
 
 
2,641
 
 
1,136
 
Wages and benefits
 
 
1,361
 
 
762
 
 
1,800
 
 
1,061
 
Mineral property expense
 
 
8,471
 
 
3,077
 
 
10,407
 
 
4,067
 
 
Mineral property expenses consist of direct drilling, personnel, community, resource reporting and other exploration expenses as outlined above, as well as indirect project support expenses such as fixed wing charters, helicopter support, fuel, and other camp operation costs. Cumulative mineral properties expense in Alaska from the initial earn-in agreement on the property in 2004 to August 31, 2017 is $73.4 million and cumulative acquisition costs are $30.6 million totaling $104.0 million spent to date.