Trilogy Metals Inc. — Director's Dealing 2015

Jun 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NovaCopper Inc. (NCQ)
CIK: 0001543418
Period of Report: 2015-06-19

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
2015-06-19	Common Shares	P	10000	—	Acquired	10000	Indirect
2015-06-19	Common Shares	P	5608352	—	Acquired	5608532	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	833333	Indirect
Common Shares	16022449	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Shares Units	$		Common Shares (112728.223)	112728.223	Direct

Footnotes

F1: Each of Tigris Financial Group Ltd. ("Tigris") and Electrum Global Holdings L.P. ("Global Holdings") received the common shares reported herein in connection with the consummation of the transactions (the "Transaction") contemplated by the arrangement agreement (the "Arrangement") entered into on April 22, 2015 between NovaCopper Inc. ("NovaCopper") and Sunward Resources Ltd. ("Sunward"). Pursuant to the Arrangement, upon the closing, each outstanding Sunward common share was exchanged for 0.3 common shares of NovaCopper. On the closing date of the Transaction, the closing price of NovaCopper common shares was $0.52 per share.

F2: Dr. Kaplan is the sole shareholder of Tigris.

F3: 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.

F4: 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.

F5: As previously reported, the Dr. Kaplan holds an aggregate of 112,728.223 Deferred Share Units ("DSUs") awarded to him by the Issuer. Each DSU is the economic equivalent of one common share of the issuer. The DSUs vested immediately upon issuance; however, the underlying common shares were not issued to the reporting person, and the reporting person did not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's service as a director of the Issuer. Dr. Kaplan ceased to serve as a director of the Issuer on June 19, 2015 and may elect to convert his DSUs into an aggregate of 112,728 of the Issuer's ordinary shares. The DSU grants will expire no later than 90 days after Dr. Kaplan's termination date.