Share capital | 9) Share capital Authorized: unlimited common shares, no par value in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2018 131,585,612 164,069 Exercise of options 1,725,776 1,123 Restricted Share Units 412,501 424 Deferred Share Units 182,132 189 Exercise of warrants 6,521,740 12,166 November 30, 2019 140,427,761 177,971 Exercise of options 3,297,588 1,133 Restricted Share Units 412,501 642 November 30, 2020, issued and outstanding 144,137,850 179,746 On 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 to the 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, a total of 11,927 NovaGold DSUs remain outstanding representing a right to receive 1,988 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (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, 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 from immediate 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. Assumptions used in the pricing model for the period are as provided below. November 30, 2020 Risk-free interest rates 0.92% Exercise price CAD$2.79 Expected life 3 years Expected volatility 64.4% Expected dividends Nil The 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 of forfeitures. 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 stock option 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, 2020 Weighted average exercise price Number of options $ Balance – beginning of the year 9,205,600 1.11 Granted 4,445,000 2.15 Exercised (4,263,100) 0.51 Cancelled (740,000) 2.27 Balance – end of the year 8,647,500 1.84 The following table summarizes information about the stock options outstanding at November 30, 2020. 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 (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 2,493,337 The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2020 was $2.4 million (2019 - $7.2 million, 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). (b) 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 Plan 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 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 throughout the 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 1,137,488 Granted 200,000 83,775 Vested (412,501) — Balance – end of the year — 1,221,263 For 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) During 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 the warrants exercised, the Company issued a total of 6,521,740 common shares and received cash proceeds of approximately $9.9 million. The Company had no warrants outstanding as at November 30, 2020. (d) On 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 $1.16 per common share. Expenses including bank commissions, legal fees, stock exchange and other fees totaled $1.8 million for net proceeds of $26.9 million. |