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Share capital
9 Months Ended
Aug. 31, 2017
Equity [Abstract]  
Share capital [Text Block]
6
Share capital
 
Authorized:
unlimited common shares, no par value
 
in thousands of dollars, except share amounts
 
 
Number of shares
 
Ascribed value
$
 
November 30, 2015
 
 
104,796,421
 
 
136,040
 
Exercise of options
 
 
162,854
 
 
65
 
Restricted Share Units
 
 
108,399
 
 
34
 
Deferred Share Units
 
 
218,795
 
 
218
 
November 30, 2016
 
 
105,286,469
 
 
136,357
 
Exercise of options
 
 
171,458
 
 
54
 
Restricted Share Units
 
 
209,198
 
 
83
 
August 31, 2017, issued and outstanding
 
 
105,667,125
 
 
136,494
 
 
On April 30, 2012, under the NovaGold Arrangement, Trilogy committed to issue common shares, once vested, to satisfy holders of 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 August 31, 2017, 20,685 NovaGold DSUs remain outstanding representing a right to receive 3,447 common shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board.
 
(a)
Stock options
 
During the nine month period ended August 31, 2017, 1,695,000 options (August 31, 2016 – 1,785,000 options) at a weighted-average exercise price of CDN$0.72 (August 31, 2016 – CDN$0.44) were granted to employees, consultants and directors exercisable for a period of five years with various vesting terms between nil and two years. The weighted-average fair value attributable to options granted in the period was $0.22 per option.
 
For the nine month period ended August 31, 2017, Trilogy recognized a stock-based compensation charge of $0.31 million (August 31, 2016– $0.33 million) for options granted to directors, employees and service providers, net of 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.
 
 
 
August 31, 2017
 
Risk-free interest rates
 
 
0.89
%
Exercise price
 
 
CDN$0.72
 
Expected life
 
 
3.0 years
 
Expected volatility
 
 
74.3
%
Expected dividends
 
 
Nil
 
 
As of August 31, 2017, there were 1,405,843 non-vested options outstanding with a weighted average exercise price of $0.48; the non-vested stock option expense not yet recognized was $0.1 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 nine month period ended is as follows:
 
 
 
August 31, 2017
 
 
 
Number of options
 
Weighted average
exercise price
$
 
Balance – beginning of period
 
 
6,049,433
 
 
0.50
 
Granted
 
 
1,695,000
 
 
0.57
 
Exercised
 
 
(362,477)
 
 
0.40
 
Forfeited
 
 
(169,329)
 
 
0.50
 
Balance – end of period
 
 
7,212,627
 
 
0.56
 
 
The following table summarizes information about the stock options outstanding at August 31, 2017.
 
 
 
Outstanding
 
Exercisable
 
Unvested
 
Range of price
 
Number of
outstanding
options
 
Weighted
average
years to
expiry
 
Weighted
average
exercise
price
$
 
Number of
exercisable
options
 
Weighted
average
exercise
price
$
 
Number of
unvested
options
 
$0.35 to $0.50
 
 
4,267,627
 
 
2.95
 
 
0.41
 
 
3,588,457
 
 
0.42
 
 
679,170
 
$0.51 to $1.00
 
 
2,890,000
 
 
3.30
 
 
0.75
 
 
2,163,327
 
 
0.81
 
 
726,673
 
$1.01 to $1.47
 
 
55,000
 
 
0.67
 
 
1.59
 
 
55,000
 
 
1.59
 
 
-
 
 
 
 
7,212,627
 
 
3.07
 
 
0.56
 
 
5,806,784
 
 
0.58
 
 
1,405,843
 
 
The aggregate intrinsic value of vested share options (the market value less the exercise price) at August 31, 2017 was $2.8 million (August 31, 2016 - $0.49 million) and the aggregate intrinsic value of exercised options for the nine months ended August 31, 2017 was $0.15 million (August 31, 2016 - $0.09 million).
 
(b)
NovaGold Arrangement Options
 
Under the NovaGold Arrangement, holders of NovaGold stock options received one option in Trilogy for every six options held in NovaGold (“NovaGold Arrangement Options”). All NovaGold Arrangement Options remaining expired during the nine months ended August 31, 2017.
 
A summary of the NovaGold Arrangement Options and changes during the nine month period ended is as follows:
 
 
 
August 31, 2017
 
 
 
Number of options
 
Weighted average
exercise price
$
 
Balance – beginning of period
 
 
312,195
 
 
4.26
 
Expired
 
 
(312,195)
 
 
4.26
 
Balance – end of period
 
 
-
 
 
-
 
 
(c)
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.
 
A summary of the Company’s unit plans and changes during the nine month period ended August 31, 2017 is as follows:
 
 
 
Number of RSUs
 
Number of DSUs
 
Balance – beginning of period
 
 
400,001
 
 
925,390
 
Granted
 
 
600,000
 
 
98,554
 
Vested/paid
 
 
(399,999)
 
 
-
 
Balance – end of period
 
 
600,002
 
 
1,023,944
 
 
For the nine months ended August 31, 2017, Trilogy recognized a stock-based compensation charge of $0.29 million (August 31, 2016- $0.22 million), net of forfeitures.
 
On December 15, 2016, 600,000 RSUs were granted to officers vesting one third immediately, one third on the first anniversary of the grant date, and one third on the second anniversary. On December 23, 2016, 399,999 RSUs vested and were settled through the issuance of 209,198 shares and a cash payment of $90,000 to cover tax withholdings.
 
(d)
Share Purchase Warrants
 
A summary of the Company’s warrants and changes during the nine months ended August 31, 2017 is as follows:
 
 
 
Number of
Warrants
 
Weighted
average years to
expiry
 
Weighted
average exercise
price
$
 
Balance – beginning of period
 
 
6,521,740
 
 
2.35
 
 
1.60
 
Balance – end of period
 
 
6,521,740
 
 
1.85
 
 
1.60