9	Share capital

Authorized:

unlimited common shares, no par value

in thousands of dollars, except share amounts

	Number of shares		Ascribed value $
November 30, 2014		60,296,365		111,833
Issued pursuant to the Sunward Arrangement		43,116,312		22,851
Exercise of options		7,499		7
Exercise of Sunward Arrangement Options		347,999		177
Restricted Share Units		795,368		819
Deferred Share Units		232,878		353
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		188,856		85
Restricted Share Units		209,198		83
November 30, 2017, issued and outstanding		105,684,523		136,525

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, 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.

Refer to note 8 for a description of Common Shares issued pursuant to the Sunward Arrangement. All Sunward Arrangement Options have been exercised or expired.

(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, 2017, 1,695,000 options (2016 – 1,785,000 options) at a weighted-average exercise price of CDN$0.69 (2016 - CDN$0.43) were granted 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 2017 was $0.22 (2016 - $0.13).

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.

	November 30, 2017			November 30, 2016			November 30, 2015
Risk-free interest rates		0.90	%		0.52	%		0.42-1.12	%
Exercise price		CDN$0.69			CDN$0.43			CDN$0.55
Expected life		3.0 years			3.0 years			3.0 years
Expected volatility		74.2	%		59.4	%		56.8-59.5	%
Expected dividends		Nil			Nil			Nil

The Company recognized a stock option payment charge of $0.4 million for the year ended November 30, 2017 (2016 - $0.4 million; 2015 - $0.7 million), net of forfeitures.

As of November 30, 2017, there were 993,342 non-vested options outstanding with a weighted average exercise price of CDN$0.65; the non-vested stock option expense not yet recognized was $0.05 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 year ended is as follows:

	November 30, 2017
	Number of options		Weighted average exercise price $
Balance – beginning of year		6,049,433		0.50
Granted		1,695,000		0.55
Exercised		(447,604)		0.46
Forfeited		(169,329)		0.49
Balance – end of year		7,127,500		0.54

The following table summarizes information about the stock options outstanding at November 30, 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
$0.33 to $0.50		4,242,500		2.70		0.40		3,975,831		0.41		266,669
$0.51 to $1.00		2,830,000		3.08		0.72		2,103,327		0.78		726,673
$1.01 to $1.54		55,000		0.42		1.54		55,000		1.54		-
		7,127,500		2.84		0.54		6,134,158		0.54		993,342

The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2017 was $1.8 million (2016 - $0.6 million, 2015 - $nil) and the aggregate intrinsic value of exercised options in 2017 was $0.2 million (2016 - $0.1 million, 2015 - $nil).

(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 remaining NovaGold Arrangement Options expired unexercised during fiscal 2017.

A summary of the NovaGold Arrangement Options and changes during the year ended November 30, 2017 is as follows:

	November 30, 2017
	Number of options		Weighted average exercise price $
Balance – beginning of year		312,195		4.28
Expired		(312,195)		4.28
Balance – end of year		-		-

(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.

On December 15, 2016, 600,000 RSUs were granted to officers vesting over a two year period. 115,841 DSUs were granted to directors throughout the year ended November 30, 2017 based on their election to receive 50% of their annual retainer in DSUs.

A summary of the Company’s unit plans and changes during the year ended is as follows:

	Number of RSUs		Number of DSUs
Balance – beginning of year		400,001		925,390
Granted		600,000		115,841
Vested/paid		(399,999)		-
Balance – end of year		600,002		1,041,231

For the year ended November 30, 2017, Trilogy recognized a stock-based compensation charge of $0.4 million (2016 - $0.3 million, 2015 - $0.1 million), net of forfeitures for RSUs and DSUs.

(d)	Share Purchase Warrants

A summary of the Company’s warrants and changes during the year ended November 30, 2017 is as follows:

	Number of Warrants		Weighted average years to expiry		Weighted average exercise price $
Balance – beginning of year		6,521,740		2.60		1.60
Balance – end of year		6,521,740		1.60		1.60