| Share capital | 6) Share capital Authorized: unlimited common shares, no par value in thousands of dollars, except share amounts Number of shares Ascribed value $ November 30, 2022 146,225,035 182,178 Private Placement, net of share issue cost 5,854,545 3,115 Restricted Share Units 2,559,829 1,659 Deferred Share Units 415,056 468 Services settled by common shares 71,326 39 Joint venture equity contribution (note 4(b)) 143,505 111 May 31, 2023, issued and outstanding 155,269,296 187,570 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 at May 31, 2023, a total of 9,293 NovaGold DSUs remain outstanding representing a right to receive 1,549 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (a) Common shares issuance On April 25, 2023, the Company completed a non-brokered private placement of 5,854,545 common shares of the Company (the “Common Share”) at a price of $0.55 per Common Share for gross proceeds of $3.2 million and net proceeds of $3.1 million. Financing costs consisted of legal and stock exchange fees. (b) Stock options During the three-month period ended February 28, 2023, the Company granted 3,230,000 stock options (2022 - 1,734,500 stock options) at an exercise price of CDN$0.78 (2022 - CDN$2.21) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period. The fair value attributable to this option grants was CDN$0.37 (2022 - CDN$0.90). There were no stock options granted during the three-month period ended May 31, 2023. For the six-month period ended May 31, 2023, Trilogy recognized a stock-based compensation charge of $0.6 million (2022 - $1.2 million) for options granted to directors, employees and service providers, net of estimated forfeitures. 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 six-month period ended May 31, 2023 are as provided below. May 31, 2023 Risk-free interest rates 3.49% Exercise price CDN$0.78 Expected life 3 years Expected volatility 67.7% Expected dividends Nil As at May 31, 2023, there were 2,131,757 non-vested options outstanding with a weighted average exercise price of CDN$1.02; the non-vested stock option expense not yet recognized was $0.36 million. This expense is expected to be recognized over the next 19 months. A summary of the Company’s stock option outstanding and changes during the six-month period ended May 31, 2023 is as follows: May 31, 2023 Weighted average exercise price Number of options CDN$ Balance – beginning of the period 11,225,400 2.49 Granted 3,230,000 0.78 Cancelled (286,000) 2.70 Expired (1,120,000) 1.38 Balance – end of the period 13,049,400 2.16 There were no stock options exercised during the six-month period ended May 31, 2023. The following table summarizes information about the stock options outstanding at May 31, 2023. 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 $0.75 to $1.00 3,230,000 4.52 0.78 1,463,328 0.78 1,766,672 $2.00 to $2.50 2,270,250 2.81 2.27 1,905,165 2.28 365,085 $2.51 to $3.00 6,091,650 1.96 2.63 6,091,650 2.64 — $3.01 to $3.41 1,457,500 1.56 3.03 1,457,500 3.03 — 13,049,400 2.69 2.16 10,917,643 2.38 2,131,757 The aggregate intrinsic value of vested stock options (the market value less the exercise price) at May 31, 2023 was $Nil $Nil (c) Restricted Share Units and Deferred Share Units The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incentives to employees and consultants and a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”) to offset cash payments for fees to directors. Awards under the RSU Plan and DSU Plan have been settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company. All units are accounted for as equity-settled awards. A summary of the Company’s unit plans and changes during the six-month period ending May 31, 2023 is as follows: Number of RSUs Number of DSUs Balance – beginning of the period 257,268 1,560,734 Granted 3,984,086 944,753 Vested/Converted (2,630,716) (415,056) Balance – end of the period 1,610,638 2,090,431 For the six-month period ending May 31, 2023, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $1.8 million (2022 - $1.2 million), net of estimated forfeitures. |
