Share capital

3 Months Ended

Feb. 28, 2025

Share capital

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, 2024	161,085,313	190,503
Exercise of options	263,333	195
Restricted Share Units	2,647,945	1,863
Services settled by common shares	24,260	30
February 28, 2025, issued and outstanding	164,020,851	192,591

(a) Stock options

During the three-month period ended February 28, 2025, the Company granted 2,125,000 stock options (2024 - 2,775,000 stock options) at an exercise price of CDN$1.52 (2024 - CDN$0.59) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period. The fair value attributable to each of these option grants was CDN$0.87 (2024 - CDN$0.27).  

For the three-month period ended February 28, 2025, Trilogy recognized a stock-based compensation charge of $0.7 million (2024 - $0.3 million) for stock 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 three-month period ended February 28, 2025 are as provided below.

	February 28, 2025	November 30, 2024
Risk-free interest rates	2.85%	3.84%
Exercise price	CDN$1.52	CDN$0.59
Expected life	3 years	3 years
Expected volatility	89.3%	65.5%
Expected dividends	Nil	Nil

As at February 28, 2025, there were 1,925,004 non-vested stock options outstanding with a weighted average exercise price of CDN$1.12. The unvested stock option expense not yet recognized was $0.6 million.  This expense is expected to be recognized over the next twenty-two months.

A summary of the Company’s stock options outstanding and changes during the three-month period ended February 28, 2025 is as follows:

		February 28, 2025
		Weighted average
		exercise price
	Number of options	CDN$
Balance – beginning of the period	13,630,234	1.77
Granted	2,125,000	1.52
Exercised	(263,333)	0.71
Expired	(1,345,000)	3.02
Balance – end of the period	14,146,901	1.63

During the three-month period ended February 28, 2025, the Company issued 263,333 common shares (2024 – nil) of the Company on the exercise of stock options with a weighted average price of CAD$0.71 per share. The Company also reclassified $0.1 million from reserves to share capital on exercise of these stock options.

The following table summarizes information about the stock options outstanding at February 28, 2025.

	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
$0.59 to $1.00	5,555,001	3.25	0.69	4,729,998	0.71	825,003
$1.01 to $2.00	2,125,000	4.77	1.52	1,024,999	1.52	1,100,001
$2.01 to $3.00	6,466,900	0.81	2.48	6,466,900	2.48	—
	14,146,901	2.36	1.63	12,221,897	1.71	1,925,004

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at February 28, 2025 was $6.0 million (2024 - $Nil) and the aggregate intrinsic value of exercised stock options for the three-month period ending February 28, 2025 was $0.2 million (2024 - $Nil).

(b) Restricted Share Units and Deferred Share Units

The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incentives to employees and consultants, a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”), and a Non-Executive Directors Fixed Deferred Share Unit Plan (“Fixed DSU Plan”) to offset cash payments for fees to directors.  Awards under the RSU Plan, DSU Plan and Fixed DSU Plan will be settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company.  All units are accounted for as equity-settled awards.

A summary of the Company’s unit plans and changes during the three-month period ending February 28, 2025 is as follows:

	Number of RSUs	Number of DSUs	Number of Fixed DSUs
Balance – beginning of the period	2,793,339	3,133,412	—
Granted	1,677,204	72,943	180,000
Vested/Converted	(2,672,205)	—	—
Balance – end of the period	1,798,338	3,206,355	180,000

For the three-month period ending February 28, 2025, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $1.4 million (2024 - $1.5 million), net of estimated forfeitures.