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, 2020 144,137,850 179,746 Exercise of options 871,961 1,074 November 30, 2021 145,009,811 180,820 Exercise of options 81,674 76 Restricted Share Units 992,081 1,117 Services settled by common shares 110,000 114 Joint venture equity contribution (note 4(b)) 31,469 51 November 30, 2022, issued and outstanding 146,225,035 182,178 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, 2022, 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, 2022, the Company granted 1,734,500 stock options (2021 – 3,374,150 stock options, 2020 – 4,445,000) at an exercise price of CDN$2.21 (2021 - CDN$2.52, 2020 – CDN$2.79) 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 fair value attributable to options granted in 2022 was $0.71 (2021 -$0.84, 2020 - $0.90). The fair value of the stock options recognized for the year ended November 30, 2022 has been estimated using the Black-Scholes option pricing model. Assumptions used in the pricing model for the year are as provided below. November 30, 2022 Risk-free interest rates 1.07% Exercise price CDN$2.28 Expected life 3 years Expected volatility 60.6% Expected dividends Nil The Company recognized a stock option expense of $1.4 million for the year ended November 30, 2022 (2021 - $3.3 million; 2020 - $3.1 million), net of forfeitures. As of November 30, 2022, there were 1,379,836 non-vested options outstanding with a weighted average exercise price of CDN$2.35. The non-vested stock option expense not yet recognized was $0.1 million. This expense is expected to be recognized over the next twelve months. A summary of the Company’s stock option plan and changes during the year ended is as follows: November 30, 2022 Weighted average exercise price Number of options CDN$ Balance – beginning of the year 10,539,324 2.54 Granted 1,734,500 2.21 Exercised (81,674) 0.85 Cancelled (678,750) 3.80 Forfeited (288,000) 2.35 Balance – end of the year 11,225,400 2.49 During the year ended November 30, 2022, the Company received net proceeds of $54,295 upon the exercise of 81,674 options. The following table summarizes information about the stock options outstanding at November 30, 2022. Outstanding Exercisable Unvested Weighted Weighted Number of Weighted average Number of average Number of outstanding average years exercise price exercisable exercise price unvested Range of exercise price - CDN options to expiry CDN$ options CDN$ options $1.00 to $1.50 870,000 0.02 1.05 870,000 1.05 — $2.01 to $2.50 2,396,250 3.29 2.27 1,632,748 2.29 763,502 $2.51 to $3.00 6,411,650 2.47 2.64 5,795,316 2.65 616,334 $3.01 to $3.41 1,547,500 2.06 3.03 1,547,500 3.03 — 11,225,400 2.40 2.49 9,845,564 2.51 1,379,836 The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2022 was $nil (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. There were 1,359,349 RSUs granted during the fiscal year ended November 30, 2022 (2021 – nil nil A summary of the Company’s RSU and DSU Plan and changes during the year ended November 30, 2022 is as follows: Number of RSUs Number of DSUs Balance – beginning of the year — 1,277,445 Granted 1,359,349 283,289 Vested (1,102,081) — Balance – end of the year 257,268 1,560,734 For the year ended November 30, 2022, Trilogy recognized a stock-based compensation expense of $2.0 million (2021 - $0.1 million, 2020 - $0.5million). |