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, 2023 155,925,990 187,886 Restricted Share Units 3,633,065 1,804 Services settled by common shares 64,368 30 Joint venture equity contribution (note 3(a)) 143,507 112 February 29, 2024, issued and outstanding 159,766,930 189,832 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 February 29, 2024, a total of 5,144 NovaGold DSUs remain outstanding representing a right to receive 859 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board. (a) Stock options During the three-month period ended February 29, 2024, the Company granted 2,775,000 stock options (2023 - 3,230,000 stock options) at an exercise price of CDN$0.59 (2023 - CDN$0.78) 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$0.27 (2023 - CDN$0.37). For the three-month period ended February 29, 2024, Trilogy recognized a stock-based compensation charge of $0.3 million (2023 - $0.5 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 three-month period ended February 29, 2024 are as provided below. February 29, 2024 Risk-free interest rates 3.84% Exercise price CDN$0.59 Expected life 3 years Expected volatility 65.5% Expected dividends Nil As at February 29, 2024, there were 2,533,339 non-vested options outstanding with a weighted average exercise price of CDN$0.66; the value of non-vested stock option expense not yet recognized was $0.5 million. This expense is expected to be recognized over the next 22 months. A summary of the Company’s stock option outstanding and changes during the three-month period ended February 29, 2024 is as follows: February 29, 2024 Weighted average exercise price Number of options CDN$ Balance – beginning of the period 12,649,400 2.15 Granted 2,775,000 0.59 Expired (1,070,000) 2.94 Balance – end of the period 14,354,400 1.79 There were no stock options exercised during the three-month period ended February 29, 2024. The following table summarizes information about the stock options outstanding at February 29, 2024. 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 $0.59 to $1.00 5,955,000 4.24 0.69 3,421,661 0.72 2,533,339 $2.01 to $3.00 7,016,900 1.72 2.47 7,016,900 2.47 — $3.01 to $3.41 1,382,500 0.81 3.03 1,382,500 3.03 — 14,354,400 2.67 1.79 11,821,061 2.03 2,533,339 The aggregate intrinsic value of vested stock options (the market value less the exercise price) at February 29, 2024 was $Nil $Nil (b) 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 three-month period ending February 29, 2024 is as follows: Number of RSUs Number of DSUs Balance – beginning of the period 1,610,638 2,428,701 Granted 4,905,134 194,819 Vested/Converted (4,222,433) — Balance – end of the period 2,293,339 2,623,520 For the three-month period ending February 29, 2024, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $1.5 million (2023 - $1.1 million), net of estimated forfeitures. |