Share capital [Text Block] | 7 Share capital Authorized: in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2012 46,665,069 92,168 Exercise of NovaGold Warrants 6,088,262 11,996 Exercise of NovaGold Arrangement Options 52,243 254 NovaGold Performance and Deferred Share Units 16,586 32 Restricted Share Units 244,496 445 November 30, 2013 53,066,656 104,895 Exercise of NovaGold Arrangement Options 46,929 631 NovaGold Performance Share Units 14,166 28 Private placement 6,521,740 5,068 Restricted Share Units 492,501 929 Deferred Share Units 154,373 282 November 30, 2014 60,296,365 111,833 Issued pursuant to the Sunward Arrangement 43,116,132 22,851 Exercise of options 7,499 7 Exercise of Sunward Arrangement Options 347,999 177 Restricted Share Units 795,368 819 Deferred Share Units 232,878 353 November 30, 2015, issued and outstanding 104,796,241 136,040 On March 28, 2012, the shareholders of NovaGold approved the NovaGold Arrangement in which NovaGold would distribute its interest in NovaCopper to its shareholders on the basis that each shareholder would receive one Common Share in NovaCopper for every six shares of NovaGold. On April 30, 2012 (the “Effective Date”), NovaGold distributed 46,578,078 Common Shares in NovaCopper to the shareholders of NovaGold. NovaCopper also committed to issue up to 6,181,352 common shares, once vested and exercised, to satisfy holders of NovaGold warrants (“NovaGold Warrants”), performance share units (“NovaGold PSUs”) and deferred share units (“NovaGold DSUs”) on record as of the close of business April 27, 2012. When exercised or in the case of NovaGold PSUs or NovaGold DSUs vested, NovaCopper has committed to deliver one Common Share to the holder for every six shares of NovaGold the holder is entitled to receive, rounded down to the nearest whole number. An amount of $12.2 million was recorded in contributed surplus representing a pro-rated amount of the historical NovaGold investment based on the fully diluted number of Common Shares at the Effective Date. Subsequent to the Effective Date, all NovaGold Warrants were exercised and all NovaGold PSUs were vested. As of November 30, 2015, 20,685 NovaGold DSUs remain outstanding, which will settle upon certain directors retiring from NovaGold’s board, and 509,272 NovaGold Arrangement Options remain outstanding as disclosed in note 7b. Refer to note 4 for a description of Common Shares issued pursuant to the Sunward Arrangement. As of November 30, 2015, there were no Sunward Arrangement Options outstanding. (a) Stock options The Company has a stock option plan providing for the issuance of options with a rolling maximum number equal to 10% of the issued and outstanding Common Shares at any given time. The Company may grant options to its directors, officers, employees and service providers. The exercise price of each 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 the date of the option grant. The number of Common Shares optioned to any single optionee may not exceed 10% of the issued and outstanding Common Shares 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, 2015, 3,813,350 options (2014 – 1,620,000 options) at a weighted-average exercise price of CDN$0.55 (2014 - CDN$1.22) were granted to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to over a two year period. The weighted-average fair value attributable to options granted in 2015 was of $0.17 (2014 - $0.44) . The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model. Assumptions used in the pricing model for the period are as provided below. November 30, 2015 November 30, 2014 November 30, 2013 Risk-free interest rates 0.42 - 1.12% 1.16% 1.11 - 1.46% Exercise price CDN$0.55 CDN$1.22 CDN$1.97 - 1.98 Expected life 3.0 years 3.0 years 3.0 years Expected volatility 56.8 - 59.5% 60.2% 56.2 - 58.8% Expected dividends nil nil nil The Black-Scholes and other option pricing models require the input of highly subjective assumptions. As NovaCopper has no history of granting stock options prior to April 30, 2012, the Company considered historical information from NovaGold in estimating the expected life of the options granted during the period. Further, volatility considered both the Company’s historical price observations available and the historical price observations of NovaGold over the expected term of the options. The Company recognized a stock option payments charge of $0.66 million for the year ended November 30, 2015 (2014 - $0.5 million), net of forfeitures. For the year ended November 30, 2013, a charge of $4.7 million was recognized with the majority of the expense recognized for options granted in the previous year with an additional expense of $0.8 million for options cancelled in 2013, net of forfeitures. On November 22, 2013, the Company cancelled 5,710,000 stock options at an exercise price of CDN$3.11 which were granted in 2012 during the initial spin-out of the Company by NovaGold. The remaining expense of $0.8 million relating to unvested options at the time of cancellation was accelerated and recognized in the year. As of November 30, 2015, there were 1,848,911 non-vested options outstanding with a weighted average exercise price of $0.49 ; the non-vested stock option expense not yet recognized was $0.2 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, 2015 Weighted average exercise price Number of options $ Balance – beginning of year 1,741,666 1.11 Granted 3,813,350 0.41 Exercised (33,333 ) 0.46 Forfeited (233,333 ) 0.90 Balance – end of year 5,288,350 0.57 The following table summarizes information about the stock options outstanding at November 30, 2015. Outstanding Exercisable Unvested Weighted Weighted Number of Weighted average Number of average Number of outstanding average years exercise price exercisable exercise price unvested Range of price options to expiry $ options $ options $0.37 to $0.99 5,233,350 4.32 0.56 3,384,439 0.59 1,848,911 $1.00 to $1.48 55,000 2.42 1.48 55,000 1.48 - 5,288,350 4.30 0.57 3,439,439 0.61 1,848,911 The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2015 was $nil (2014 - $nil, 2013 - $0.01 million) and the aggregate intrinsic value of exercised options in 2015 was $nil. (b) NovaGold Arrangement Options Under the NovaGold arrangement, holders of NovaGold stock options received one option in NovaCopper for every six options held in NovaGold (“NovaGold Arrangement Options”). All NovaGold Arrangement Options are vested and subject to NovaGold’s stock option plan. The Company recognized a stock based compensation expense of $nil million for the year ended November 30, 2015, a recovery of $(0.02) million for the year ended November 30, 2014, and expense of $0.07 million for the year ended November 30, 2013 in connection with NovaGold Arrangement Options. A summary of the NovaGold Arrangement Options and changes during the year ended is as follows: November 30, 2015 Weighted average exercise price Number of options $ Balance – beginning of year 721,415 5.06 Forfeited (4,356 ) 4.41 Expired (207,787 ) 3.23 Balance – end of year 509,272 4.77 The following table summarizes information about the NovaGold Arrangement Options outstanding at November 30, 2015. Outstanding and exercisable Weighted average Number of Weighted average exercise price Range of price outstanding options years to expiry $ $2.77 to $3.99 49,998 1.33 2.92 $4.00 to $5.99 442,608 0.66 4.91 $6.00 to $6.48 16,666 1.50 6.48 509,272 0.75 4.77 The aggregate intrinsic value of vested NovaGold Arrangement Options (the market value less the exercise price) at November 30, 2015 was $nil million (2014 - $nil million, 2013 – $0.02 million). (c) Sunward Arrangement Options Under the Sunward Arrangement, each Sunward stock option outstanding was exchanged for a fully-vested Sunward Arrangement Option to purchase NovaCopper Common Shares for a period of 90 days, such number and exercise price adjusted based on an exchange ratio of 0.3 NovaCopper options for each Sunward option. All Sunward Arrangement Options, have been exercised or expired, are vested and additional expenses have been recognized as of November 30, 2015. For the year ended November 30, 2015, NovaCopper recognized a stock-based compensation charge of $0.03 million for Sunward Arrangement Options, net of forfeitures. The stock-based compensation charge represents the excess of fair value of the Sunward Arrangement Options over the fair value of the Sunward options immediately before the consummation of the arrangement. The fair value of the Sunward Arrangement Options recognized in the period has been estimated using an option pricing model. Refer to note 4 for assumptions used in the pricing model. A summary of the Sunward Arrangement Options and changes during the period ended is as follows: November 30, 2015 Weighted average exercise price Number of options $ Balance – beginning of period - - Options granted pursuant to Sunward Arrangement 2,505,000 0.80 Exercised (347,999 ) 0.40 Expired (2,157,001 ) 0.88 Balance – end of period - - During the year ended November 30, 2015, 347,999 Sunward Arrangement Options were exercised for proceeds of approximately CDN$188,000 (US$142,000), and 2,157,001 expired. The aggregate intrinsic value of exercised Sunward Arrangement Options in 2015 was $0.01 million. (d) Restricted Share Units and Deferred Share Units The Company has a Restricted Share Unit Plan (“RSU Plan”) and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to provide long-term incentives to employees, officers and directors. The RSU Plan and DSU Plans may be settled in cash and/or Common Shares at the Company’s election with each RSU and DSU entitling the holder to receive one common share or equivalent value. On July 28, 2015, 150,000 DSUs that were granted to two new directors vested immediately and are to be paid out at the time of retirement from NovaCopper. The remaining 149,132 DSUs were granted to directors throughout the year ended November 30, 2015 based on their election to receive 50% of their annual retainer in DSUs. On July 28, 2015, 458,032 RSUs were granted to officers vesting immediately to settle obligations previously accrued, refer to note 6. 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 year 337,336 838,350 Granted 458,032 299,132 Vested/paid (795,368 ) (232,879 ) Balance – end of year - 904,603 For the year ended November 30, 2015, NovaCopper recognized a stock-based compensation charge of $0.14 million (2014 - $0.4 million, 2013 - $3.4 million), net of forfeitures for RSUs and DSUs. (e) Share Purchase Warrants A summary of the Company’s warrants and changes during the period ended is as follows: Weighted Number of Warrants Weighted average average exercise years to expiry price $ Balance – beginning of period 6,521,740 3.60 1.60 Balance – end of period 6,521,740 3.60 1.60 |