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Share capital
3 Months Ended
Feb. 29, 2020
Share capital  
Share capital

9)Share capital

Authorized:

unlimited common shares, no par value

 

 

 

 

 

 

 

 

in thousands of dollars, except share amounts

 

    

 

    

Ascribed value

 

    

Number of shares

    

$

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

 

19,514

 

 6

Restricted Share Units

 

212,501

 

330

February 29, 2020, issued and outstanding

 

140,659,776

 

178,307

 

On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares to satisfy holders of NovaGold deferred share units (“NovaGold DSUs”) 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 February 29, 2020, 11,927 NovaGold DSUs remained 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

During the period ended February 29, 2020, the Company granted 2,050,000 options (2019 – 2,430,000 options) at a weighted-average exercise price of CAD$3.02 (2019 – CAD$2.94) 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 the period was $0.99 (2019 - $1.08).

For the period ended February 29, 2020, Trilogy recognized a stock-based compensation charge of $1.16 million (2019– $1.59 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 period are as provided below.

 

 

 

 

 

 

 

    

February 29, 2020

 

Risk-free interest rates

 

 

1.64

%

Exercise price

 

CAD$

3.10

 

Expected life

 

 

3.0 years

 

Expected volatility

 

 

63.1

%

Expected dividends

 

 

Nil

 

 

As of February 29, 2020, there were 1,453,338 non-vested options outstanding with a weighted average exercise price of $2.21; the non-vested stock option expense not yet recognized was $0.95 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 period ended February 29, 2020 is as follows:

 

 

 

 

 

 

 

 

February 29, 2020

 

    

 

    

Weighted average

 

 

 

 

exercise price

 

    

Number of options

    

$

Balance – beginning of the period

 

9,205,600

 

1.08

Granted

 

2,050,000

 

2.25

Exercised

 

(26,667)

 

0.54

Forfeited

 

(230,000)

 

2.19

Balance – end of period

 

10,998,933

 

1.27

 

The following table summarizes information about the stock options outstanding at February 29, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

$0.33 to $0.50

 

2,676,433

 

0.73

 

0.36

 

2,676,433

 

0.73

 

 —

$0.51 to $1.00

 

3,195,000

 

2.35

 

0.66

 

3,195,000

 

2.35

 

 —

$1.01 to $1.50

 

225,000

 

3.12

 

1.32

 

175,000

 

3.08

 

50,000

$1.51 to $2.00

 

640,000

 

4.46

 

1.81

 

623,333

 

4.49

 

16,667

$2.01 to $2.54

 

4,262,500

 

4.28

 

2.23

 

2,875,829

 

4.17

 

1,386,671

 

 

10,998,933

 

2.84

 

1.27

 

9,545,595

 

2.60

 

1,453,338

 

The aggregate intrinsic value of vested share options (the market value less the exercise price) at February 29, 2020 was $5.9 million (2019 - $13 million) and the aggregate intrinsic value of exercised options for the three months ended February 29, 2020 was $0.04 million (2019 - $0.08 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. Awards under the RSU Plan and DSU Plan may be settled in cash and/or common shares of the Company at the Company’s election with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company or equivalent value. All units are accounted for as equity-settled awards.

A summary of the Company’s unit plans and changes during the period ended February 29, 2020 is as follows:

 

 

 

 

 

 

 

    

Number of RSUs

    

Number of DSUs

Balance – beginning of the period

 

212,501

 

1,137,488

Granted

 

 —

 

21,927

Vested/paid

 

(212,501)

 

 —

Balance – end of period

 

 —

 

1,159,415

 

For the period ended February 29, 2020, Trilogy recognized a stock-based compensation charge of $0.04 million (2019‑ $0.35 million), net of estimated forfeitures.

No RSUs were granted as part of the annual incentive payout for the 2019 fiscal year to officers. The 225,000 RSUs  granted for the annual incentive payout for the 2018 fiscal year vested half on the grant date and half on the first anniversary of the grant date. RSUs vesting in December 2019 were settled on December 17, 2019 through the issuance of 212,501 common shares.