Trilogy Metals Inc. — Director's Dealing 2015

Jun 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ONeill Philip (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-19	Common Shares	A	2784000	—	Acquired	2784000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-19	Arrangement Options	$2.47	A	90000	Acquired	2015-09-17	Common Shares (90000)	Direct
2015-06-19	Arrangement Options	$0.54	A	150000	Acquired	2015-09-17	Common Shares (150000)	Direct

Footnotes

F1: In connection with an arrangement agreement between NovaCopper Inc. (the "Issuer") and Sunward Resources Ltd. ("Sunward"), announced on April 23, 2015, pursuant to which the Issuer acquired Sunward (the "Arrangement") on June 19, 2015 , the Reporting Person received options of the Issuer in exchange for outstanding options of Sunward held by the Reporting Person entitling the Reporting Person to 0.3 shares of the Issuer for each option of Sunward held immediately prior to the effective time of the Arrangement. In connection with the Arrangement, shareholders of Sunward received 0.3 shares of the Issuer for each share of Sunward.

F2: Held by Gold First Investment Limited. The Reporting Person is one of three directors of Gold First Investment Limited and may, accordingly, be deemed to beneficially own such shares. The Reporting Person owns one-third of Notela Resource Advisors Ltd., which controls 60% of Gold First Investment Limited. The Reporting Person disclaims beneficial ownership of such shares except for his pecuniary interest therein.

F3: Reflected in Canadian dollars.