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Share capital
6 Months Ended
May 31, 2019
Equity [Abstract]  
Stockholders' Equity Note Disclosure [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, 2017
 
 
105,684,523
 
 
 
136,525
 
Bought deal financing
 
 
24,784,482
 
 
 
28,750
 
Share issuance costs
 
 
-
 
 
 
(1,805
)
Exercise of options
 
 
315,148
 
 
 
140
 
Restricted share units
 
 
800,000
 
 
 
457
 
NovaGold DSU conversion
 
 
1,459
 
 
 
2
 
November 30, 2018
 
 
131,585,612
 
 
 
164,069
 
Exercise of options
 
 
145,294
 
 
 
81
 
Restricted share units
 
 
412,501
 
 
 
424
 
May 31, 2019, issued and outstanding
 
 
132,143,407
 
 
 
164,574
 
 
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 May 31, 2019, there remains 11,927 NovaGold DSUs outstanding representing a right to receive 1,988 Common Shares in Trilogy, which will settle upon certain directors retiring from NovaGold’s board.
 
On April 20, 2018, the Company completed a bought-deal financing for gross proceeds of $28.7 million by issuing 24,784,482 common shares at $1.16 per common share. Expenses including bank commissions, legal fees, stock exchange and other fees totaled $1.8 million for net proceeds of $26.9 million.
 
(a)
Stock options
 
During the period ended May 31, 2019, the Company granted 2,527,500 options (2018 – 2,125,000 options) at a weighted-average exercise price of CAD$2.96 (2018 – CAD$1.04) 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 $1.08 (2018 - $0.37).
 
For the period ended May 31, 2019, Trilogy recognized a stock-based compensation charge of $1.94 million (2018– $0.58 million) for options granted to directors, employees and service providers, net of estimated forfeitures.
 
The recognized fair value of the stock options granted 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.
 
 
 
May 31, 2019
 
Risk-free interest rates
 
 
2.03
%
Exercise price
 
 
CAD$3.01
 
Expected life
 
 
3.0 years
 
Expected volatility
 
 
75.0
%
Expected dividends
 
 
Nil
 
 
As of May 31, 2019, there were 1,841,672 non-vested options outstanding with a weighted average exercise price of $1.79; the non-vested stock option expense not yet recognized was $0.90 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 May 31, 2019 is as follows:
 
 
 
May 31, 2019
 
 
 
 
Number of options
 
 
Weighted average

exercise price

$
 
Balance – beginning of the period
 
 
8,821,434
 
 
 
0.60
 
Granted
 
 
2,527,500
 
 
 
2.19
 
Exercised
 
 
(219,153
)
 
 
0.77
 
Balance – end of period
 
 
11,129,781
 
 
 
0.95
 
 
The following table summarizes information about the stock options outstanding at May 31, 2019.
 
 
 
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
 
 
3,920,614
 
 
 
1.22
 
 
 
0.38
 
 
 
3,920,614
 
 
 
0.38
 
 
 
-
 
$0.51 to $1.00
 
 
4,346,667
 
 
 
2.45
 
 
 
0.71
 
 
 
3,898,331
 
 
 
0.70
 
 
 
448,336
 
$1.01 to $1.50
 
 
225,000
 
 
 
3.87
 
 
 
1.31
 
 
 
125,000
 
 
 
1.22
 
 
 
100,000
 
$1.51 to $2.00
 
 
120,000
 
 
 
4.11
 
 
 
1.79
 
 
 
86,666
 
 
 
1.76
 
 
 
33,334
 
$2.01 to $2.52
 
 
2,517,500
 
 
 
4.53
 
 
 
2.19
 
 
 
1,257,498
 
 
 
2.19
 
 
 
1,260,002
 
 
 
 
11,129,781
 
 
 
2.53
 
 
 
0.95
 
 
 
9,288,109
 
 
 
0.79
 
 
 
1,841,672
 
 
The aggregate intrinsic value of vested share options (the market value less the exercise price) at May 31, 2019 was $17.6 million (2018 - $5.9 million) and the aggregate intrinsic value of exercised options for the six months ended May 31, 2019 was $0.3 million (2018 - $0.1 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 May 31, 2019 is as follows:
 
 
 
Number of RSUs
 
 
Number of DSUs
 
Balance – beginning of the period
 
 
400,002
 
 
 
1,182,106
 
Granted
 
 
225,000
 
 
 
104,489
 
Vested/paid
 
 
(412,501
)
 
 
-
 
Balance – end of period
 
 
212,501
 
 
 
1,286,595
 
 
For the period ended May 31, 2019, Trilogy recognized a stock-based compensation charge of $0.66 million (2018- $0.49 million), net of estimated forfeitures.
 
As part of the annual incentive payout for the 2018 fiscal year, 225,000 RSUs were granted to officers, vesting half on the grant date and half on the first anniversary of the grant date. RSUs vesting in December 2018 were settled on December 21, 2018 through the issuance of 412,501 common shares.
 
(c)
Share Purchase Warrants
 
A summary of the Company’s warrants and changes during the period ended May 31, 2019 is as follows:
 
 
 
Number of

warrants
 
 
Years to expiry
 
 
Exercise price
$
 
Balance – beginning of the period
 
 
6,521,740
 
 
 
0.59
 
 
 
1.52
 
Balance – end of period
 
 
6,521,740
 
 
 
0.09
 
 
 
1.52