Share capital

12 Months Ended

Nov. 30, 2023

Share-Based Payment Arrangement [Abstract]

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, 2022	146,225,035	182,178
Private Placement, net of share issue cost	5,854,545	3,115
Restricted Share Units	3,091,614	1,911
Deferred Share Units	415,056	468
NovaGold deferred share units conversion	1,130	4
Services settled by common shares	195,105	99
Joint venture equity contribution (note 4(b))	143,505	111
November 30, 2023, issued and outstanding	155,925,990	187,886

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, 2023, 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)Common shares issuance

On April 25, 2023, the Company completed a non-brokered private placement of 5,854,545 Common Shares at a price of $0.55 per Common Share for gross proceeds of $3.2 million and net proceeds of $3.1 million.  Financing costs consisted of legal and stock exchange fees.

(b)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, 2023, the Company granted 3,230,000 stock options (2022 – 1,734,500 stock options, 2021 – 3,374,150) at an exercise price of CDN$0.78 (2022 - CDN$2.21, 2021 – CDN$2.52) 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 fair value attributable to options granted in 2023 was $0.27 (2022 -$0.71, 2021 - $0.84).

The fair value of the stock options recognized has been estimated using the Black-Scholes option pricing model.

Assumptions used in the pricing model for the year are as provided below.

	November 30, 2023
Risk-free interest rates	3.49%
Exercise price	CDN$0.78
Expected life	3 years
Expected volatility	67.7%
Expected dividends	Nil

The Company recognized a stock option expense of $0.9 million for the year ended November 30, 2023 (2022 - $1.4 million; 2021 - $3.3 million), net of forfeitures.

As of November 30, 2023, there were 2,131,757 unvested options outstanding with a weighted average exercise price of CDN$1.02. The unvested stock option expense not yet recognized was $0.2 million. This expense is expected to be recognized over the next twelve months.

A summary of the Company’s stock option plan and changes during the year ended is as follows:

		November 30, 2023
		Weighted average
		exercise price
	Number of options	CDN$
Balance – beginning of the year	11,225,400	2.49
Granted	3,230,000	0.78
Cancelled/forfeited	(636,000)	2.55
Expired	(1,170,000)	1.43
Balance – end of the year	12,649,400	2.15

There were no stock options exercised during the year ended November 30, 2023.

The following table summarizes information about the stock options outstanding at November 30, 2023.

	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
$0.75 to $1.00	3,180,000	4.02	0.78	1,413,328	0.78	1,766,672
$2.01 to $2.50	2,220,250	2.28	2.27	1,855,165	2.27	365,085
$2.51 to $3.00	5,866,650	1.49	2.64	5,866,650	2.64	—
$3.01 to $3.41	1,382,500	1.06	3.03	1,382,500	3.03	—
	12,649,400	2.22	2.15	10,517,643	2.38	2,131,757

The aggregate intrinsic value of vested share options (the market value less the exercise price) at November 30, 2023 was $nil (2022 - $nil, 2021 - $0.8 million) and the aggregate intrinsic value of exercised options for the year ended November 30, 2023 was $nil  (2022 - $0.04 million, 2021 - $1.4 million).

(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.

There were 4,640,089 RSUs granted during the fiscal year ended November 30, 2023 (2022 – 1,359,349, 2021 – nil). Directors were granted 1,283,023 DSUs throughout the year ended November 30, 2023 (2022 – 283,289, 2021 – 58,925) based on their election to receive 100% of their annual retainer in DSUs.

A summary of the Company’s RSU and DSU Plan and changes during the year ended November 30, 2023 is as follows:

	Number of RSUs	Number of DSUs
Balance – beginning of the year	257,268	1,560,734
Granted	4,640,089	1,283,023
Vested/Converted	(3,286,719)	(415,056)
Balance – end of the year	1,610,638	2,428,701

For the year ended November 30, 2023, Trilogy recognized a stock-based compensation expense of $3.0 million (2022 - $2.0 million, 2021 - $0.1 million).