Trilogy Metals Inc. — Director's Dealing 2015

Sep 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NovaCopper Inc. (NCQ)
CIK: 0001543418
Period of Report: 2015-09-16

Reporting Person: KAPLAN THOMAS SCOTT (Possible member of 10% group)
Reporting Person: ELECTRUM GLOBAL HOLDINGS L.P. (Possible member of 10% group)
Reporting Person: TEG Global GP Ltd. (Possible member of 10% group)
Reporting Person: Leopard Holdings LLC (Possible member of 10% group)
Reporting Person: Electrum Group LLC (Possible member of 10% group)
Reporting Person: GRAT Holdings LLC (Possible member of 10% group)
Reporting Person: Electrum Strategic Resources L.P. (Possible member of 10% group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-16	Common Shares	M	113739	—	Acquired	113739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-16	Deferred Shares Units	$	M	113739.556	Acquired		Common Shares (113739.556)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	10000	Indirect
Common Shares	5608532	Indirect
Common Shares	833333	Indirect
Common Shares	16022449	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Shares Units	$		Common Shares (166)	166	Direct

Footnotes

F1: Dr. Kaplan is the sole shareholder of Tigris.

F2: Global Holdings owns all of the limited partnership interests of Electrum Strategic Resources L.P. ("Electrum Strategic") and all of the equity interests of Electrum Strategic Management LLC, the general partner of Electrum Strategic. TEG Global GP Ltd. ("Global GP") is the sole general partner of, and The Electrum Group LLC ("TEG Services") is the investment adviser to, Global Holdings. Global GP is principally owned and controlled, indirectly, by GRAT Holdings LLC ("GRAT Holdings"). GRAT Holdings is owned by trusts for the benefit of family members of Dr. Kaplan.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Tigris, Global Holdings, GRAT Holdings and Electrum Strategic is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each reporting person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F4: Each Deferred Share Unit ("DSU") is the economic equivalent of one share of the Issuer's common stock. The DSUs vested immediately upon issuance; however, the issuer was not required to issue the underlying common shares to Dr. Kaplan until termination of his services as a director of the Issuer and his subsequent election to redeem the DSUs. As previously reported, Dr. Kaplan ceased to serve as a director of the Issuer on June 19, 2015. On September 16, 2015, Dr. Kaplan elected to convert his DSUs (on a one-for-one basis) into an aggregate of 113,739 of the Issuer's ordinary shares.

F5: As previously reported in an Amendment to Form 3 filed by Thomas S. Kaplan on May 6, 2013, Dr. Kaplan holds 166 DSUs awarded to him by the Issuer on April 30, 2012, which vested immediately upon issuance. Dr. Kaplan will not have any voting or dispositive rights with respect to the common shares underlying such DSUs, until termination of the reporting person's service as a director of NovaGold Resources Inc. Such DSU grants will expire no later than 90 days after Dr. Kaplan's termination date.