Trilogy Metals Inc. — Director's Dealing 2015

Jul 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NovaCopper Inc. (NCQ)
CIK: 0001543418
Period of Report: 2015-06-25

Reporting Person: PAULSON & CO. INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-25	Common Shares, no par value	J	3107940	—	Acquired	14596189	Indirect

Footnotes

F1: Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson is the investment manager of Paulson Advantage Master Ltd, Paulson Advantage Plus Master Ltd., PFR Gold Master Fund Ltd., Paulson Partners Enhanced, L.P., Paulson Enhanced Ltd., Paulson International Ltd. and Paulson Partners L.P. (collectively, the "Funds") and certain separately managed accounts (the "Separately Managed Accounts"). John Paulson is the controlling person of Paulson. All securities reported on this Form 4 are owned by the Funds or held in the Separately Managed Accounts.

F2: Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the Funds or held in the Separately Managed Accounts. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 4 shall not be deemed an admission by any person reporting on this Form 4 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form 4.

F3: The shares disclosed in this Form 4 as being acquired by Reporting Persons were acquired in connection with the Arrangement Agreement (the "Arrangement Agreement") between the Issuer and Sunward Resources Ltd. ("Sunward") pursuant to which the Issuer agreed to acquire all of the issued and outstanding common shares of Sunward. The Arrangement Agreement was completed on June 19, 2015 by way of a plan of arrangement under British Columbia law (the "Plan of Arrangement") approved by the Supreme Court of British Columbia. Pursuant to, and subject to the terms and conditions of, the Arrangement Agreement and the Plan of Arrangement, the Reporting Persons, as Sunward shareholders, received 0.3 (the "Exchange Ratio") of one Common Share for each common share of Sunward held. The Exchange Ratio was agreed to on April 22, 2015 and was not adjusted for any subsequent changes in market prices of the Common Shares or Sunward's shares prior to June 19, 2015.