The information discussed in this Annual Report on Form 10-K includes “forward-looking information” and “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), and applicable Canadian securities laws. These forward-looking statements 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 economic viability of a project, timelines, strategic plans, statements relating anticipated activity with respect to the Ambler Mining District Industrial Access Project (“Ambler Access Project” or “AAP”), the Company’s plans and expectations relating to the Upper Kobuk Mineral Projects (as defined herein), completion of transactions, market prices for precious and base metals, the results of the NI 43-101 Arctic Report and S-K 1300 Arctic Report (as defined herein), the results of the NI 43-101 Bornite Report and S-K 1300 Bornite Report (as defined herein), or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they 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 future events 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 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 of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:
| ● | 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 of property 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 exploration and development activities; |
| ● | risks related to lack of infrastructure including but not limited to the risk whether or not the Ambler Access Project will receive the requisite permits and, if it does, whether the Alaska Industrial Development and Export Authority (“AIDEA”) will build the AAP; |
| ● | 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 and development of mineral properties and related cost increases; |
| ● | uncertainties relating to the assumptions underlying our resource estimates, such as metal pricing, metallurgy, mineability, marketability and operating 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 other unanticipated difficulties with or interruptions in development, construction or production; |
| ● | uncertainty related to successfully acquiring commercially mineable mineral rights; |
| ● | 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 requirements or 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 a timely 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; |
| ● | risks related to industry competition in the acquisition of exploration properties and the recruitment and retention of qualified personnel; |
| ● | 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; |
| ● | 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 the Sarbanes-Oxley Act (“SOX”); and |
| ● | increased regulatory compliance costs, associated with rules and regulations promulgated by the United States Securities and Exchange Commission (“SEC”), Canadian Securities Administrators, the NYSE American, the Toronto Stock Exchange (“TSX”), and the Financial Accounting Standards Boards, and more specifically, our efforts to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“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 the future and are inherently uncertain, and our actual achievements 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 this report under 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. In connection 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 production of 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. |
We have also assumed that no significant events will occur outside of our normal course of business. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors 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 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 update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. All forward-looking statements contained herein are qualified by these cautionary statements.
TECHNICAL INFORMATION
Richard Gosse, a Qualified Person under NI 43-101 and S-K 1300 (as defined herein) and an employee and Vice President Exploration of the Company has reviewed and approved the scientific and technical information contained in this Annual Report on Form 10-K.
