Trilogy Metals Inc. — Regulatory Filings 2015

Jun 19, 2015

S-8 1 forms8.htm FORM S-8 NovaCopper Inc.: Form S-8 - Filed by newsfilecorp.com

As filed with the Securities and Exchange Commission on June 19, 2015 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NovaCopper Inc. (Exact name of Registrant as specified in its charter)

British Columbia, Canada	98-1006991
(State or other jurisdiction of Incorporation or	(I.R.S. Employer Identification No.)
organization)

Suite 1950, 777 Dunsmuir Street Vancouver, British Columbia Canada V7Y 1K4 (604) 638-8088 Address of Principal Executive Offices

Options to purchase common shares granted under the Sunward Resources Ltd. 2013 Stock Option Plan (Full titles of the plan)

DL Services, Inc. 701 Fifth Avenue, Suite 6100 Seattle, Washington 98104 (Name and address of agent for service)

(206) 903-8800 (Telephone number, including area code, of agent for service)

With a copy to Kimberley R. Anderson Dorsey & Whitney LLP 701 Fifth Avenue, Suite 6100 Seattle, WA 98104 (206) 903-8800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if
a smaller reporting company)	Smaller reporting company
[X]

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CALCULATION OF REGISTRATION FEE

		maximum	maximum
	Amount to be	offering price	aggregate	Amount of
Title of securities to be registered	registered (1)	per share (2)	offering price (2)	registration fee
Common Shares, without par
value (3)	2,505,000	$ 0.8838	$ 2,213,941	$ 257

| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement shall also cover any additional
common shares of NovaCopper Inc. (the “Registrant”) that become issuable
under outstanding options governed by the Sunward Resources Ltd. 2013
Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration that increases the number of the Registrant’s outstanding
common shares. |
| --- | --- |
| (2) | Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, based upon the options outstanding under the Sunward Resources
Ltd. 2013 Stock Option Plan with a weighted average exercise price of
Cdn$1.079, or $0.8838 at the Bank of Canada noon exchange rate of Cdn$1.00
= $0.8191 on June 18, 2015. For more details, please see the explanatory
note following this page. |
| (3) | Represents common shares subject to issuance upon the
exercise of stock options outstanding under the Sunward Resources Ltd.
2013 Stock Option Plan. Effective June 19, 2015, Sunward Resources Ltd.
was acquired by the Registrant pursuant to an Arrangement Agreement between
the Registrant and Sunward Resources Ltd., dated April 22, 2015. For more
details, please see the explanatory note following this
page. |

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EXPLANATORY NOTE

This Registration Statement on Form S-8 registers the offer and sale of common shares of NovaCopper Inc. (the “Registrant”) issuable under options governed by the Sunward Resources Ltd. 2013 Stock Option Plan. Effective June 19, 2015, Sunward Resources Ltd. was acquired by the Registrant pursuant to the Arrangement Agreement between the Registrant and Sunward Resources Ltd., dated April 22, 2015 (the “Arrangement Agreement”). Pursuant to the Arrangement Agreement, on June 19, 2015, each outstanding option to acquire a common share of Sunward Resources Ltd. (a “Sunward Option”) issued under the Sunward Resources Ltd. 2013 Stock Option Plan was exchanged for an option to acquire common shares of the Registrant (an “Arrangement Option”), such number of common shares of the Registrant (rounded down to the nearest whole share) equal to (i) 0.3 multiplied by (ii) the number of common shares of Sunward Resources Ltd. subject to such Sunward Option immediately prior to the effective time of the Arrangement. Pursuant to the Arrangement Agreement, each Arrangement Option provides for an exercise price per common share of the Registrant (rounded up to the nearest whole cent) equal to (x) the exercise price per common share of Sunward Resources Ltd. otherwise purchasable pursuant to such Sunward Option divided by (y) 0.3. Under the Arrangement Agreement, the Arrangement Options will expire on September 17, 2015, which is 90 days following June 19, 2015. Subject to the foregoing, the terms and conditions of the Arrangement Options are governed by the terms of the Sunward Resources Ltd. 2013 Stock Option Plan.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant are incorporated herein by reference:

| (a) | The Registrant’s Annual Report on Form 10-K for the
fiscal year ended November 30, 2014, as filed on February 6,
2015; |
| --- | --- |
| (b) | All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) since the end of the fiscal year covered by the Registrant’s Annual
Report referred to in (a) above; and |
| (c) | The description of the Registrant’s common shares
contained in the Registrant’s amended registration statement on Form 40-
F, as filed under the Exchange Act on March 1, 2012, including any
amendment or report filed for the purpose of updating such
description. |

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however , that documents or information deemed to have been furnished and not filed in accordance with the Securities and Exchange Commission rules shall not be deemed incorporated by reference into this Registration Statement.

Item 4. Description of Securities.

Not applicable

Item 5. Interests of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

Business Corporations Act

The Business Corporations Act (British Columbia) (“BCBCA”) provides that a company may:

| • | indemnify an eligible party against all judgments,
penalties or fines awarded or imposed in, or amounts paid in settlement
of, an eligible proceeding, to which the eligible party is or may be
liable; and |
| --- | --- |
| • | after the final disposition of an eligible proceeding,
pay the “expenses” (which includes costs, charges and expenses (including
legal fees) but excludes judgments, penalties, fines or amounts paid in
settlement of a proceeding) actually and reasonably incurred by an
eligible party in respect of that proceeding. |

However, after the final disposition of an eligible proceeding, a company must pay expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (i) has not been reimbursed for those expenses, and (ii) is wholly successful, on the merits or otherwise, or is substantially successful on the merits, in the outcome of the proceeding. The BCBCA also provides that a company may pay the expenses as they are incurred in advance of the final disposition of an eligible proceeding if the company first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited under the BCBCA, the eligible party will repay the amounts advanced.

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For the purpose of the BCBCA, an “eligible party,” in relation to a company, means an individual who:

| • | is or was a director or officer of
the company; | |
| --- | --- | --- |
| • | is or was a director or officer of
another corporation | |
| | • | at a time when the corporation is or was an
affiliate of the company, or |
| | • | at the request of the company; or |
| • | at the request of the company, is or
was, or holds or held a position equivalent to that of, a director or
officer of a partnership, trust, joint venture or other unincorporated
entity, | |

and includes, with some exceptions, the heirs and personal or other legal representatives of that individual.

An “eligible proceeding” under the BCBCA is a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation (i) is or may be joined as a party, or (ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. A “proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

Notwithstanding the foregoing, the BCBCA prohibits indemnifying an eligible party or paying the expenses of an eligible party if any of the following conditions apply:

| • | if the indemnity or payment is made under an earlier
agreement to indemnify or pay expenses and, at the time that such
agreement was made, the company was prohibited from giving the indemnity
or paying the expenses by its memorandum or articles; |
| --- | --- |
| • | if the indemnity or payment is made otherwise than under
an earlier agreement to indemnify or pay expenses and, at the time that
the indemnity or payment is made, the company is prohibited from giving
the indemnity or paying the expenses by its memorandum or articles; |
| • | if, in relation to the subject matter of the eligible
proceeding, the eligible party did not act honestly and in good faith with
a view to the best interests of the company or the associated corporation,
or as the case may be; or |
| • | in the case of an eligible proceeding other than a civil
proceeding, if the eligible party did not have reasonable grounds for
believing that the eligible party’s conduct in respect of which the
proceeding was brought was lawful. |

Additionally, if an eligible proceeding is brought against an eligible party by or on behalf of the company or by or on behalf of an associated corporation, the company must not (i) indemnify the eligible party in respect of the proceeding; or (ii) pay the expenses of the eligible party in respect of the proceeding.

Whether or not payment of expenses or indemnification has been sought, authorized or declined under the BCBCA, on the application of a company or an eligible party, the Supreme Court of British Columbia may do one or more of the following:

| • | order a company to indemnify an eligible party
against any liability incurred by the eligible party in respect of an
eligible proceeding; |
| --- | --- |
| • | order a company to pay some or all of the
expenses incurred by an eligible party in respect of an eligible
proceeding; |
| • | order the enforcement of, or any payment under,
an agreement of indemnification entered into by a company; |
| • | order a company to pay some or all of the
expenses actually and reasonably incurred by any person in obtaining an
order under this section; or |
| • | make any other order the court considers
appropriate. |

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The BCBCA provides that a company may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation.

Articles of the Registrant

The Registrant’s articles provide that, subject to the BCBCA, the Registrant must indemnify a director or former director and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable. Pursuant to the Registrant’s articles, each director is deemed to have contracted with the Registrant on the aforementioned terms.

The Registrant’s articles further provide that the Registrant may indemnify any person, subject to any restrictions in the BCBCA, and that the failure of a director or officer of the Registrant to comply with the BCBCA or the Registrant’s articles does not invalidate any indemnity to which he or she is entitled under the Registrant’s articles.

The Registrant is authorized by its articles to purchase and maintain insurance for the benefit of any eligible person.

The Registrant maintains directors’ and officers’ liability insurance coverage through a policy covering the Registrant and its subsidiaries, which has an annual aggregate policy limit of $40 million, subject to a corporate deductible of $250,000 per loss for all claims. This insurance provides coverage for indemnity payments made by the Registrant to its directors and officers as required or permitted by law for losses, including legal costs, incurred by officers and directors in their capacity as such. This policy also provides coverage directly to individual directors and officers if they are not indemnified by the Registrant. The insurance coverage for directors and officers has customary exclusions, including libel and slander, and those acts determined to be uninsurable under law, or deliberately fraudulent or dishonest or to have resulted in personal profit or advantage.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits.

See the Exhibit Index

Item 9. Undertakings.

| to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: | |
| --- | --- |
| (i) | to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933; |
| (ii) | to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement; |
| (iii) | to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; |

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

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| | (2) | that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and |
| --- | --- | --- |
| | (3) | to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering. |
| B. | The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended, (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934, as
amended) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. | |
| C. | Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue. | |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on this 19th day of June, 2015.

NOVACOPPER INC.
By: / s/ Elaine
Sanders
Name: Elaine Sanders
Title: Chief Financial Officer

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rick Van Nieuwenhuyse and Elaine Sanders, or either of them as the undersigned’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto, and other documents in connection therewith to this registration statement and any related registration statements necessary to register additional securities and to file the same with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Rick Van Nieuwenhuyse
	President, Chief Executive Officer and	June 19, 2015
Rick Van Nieuwenhuyse	Director (Principal Executive Officer)
/s/ Elaine Sanders
	Chief Financial Officer (Principal Financial	June 19, 2015
Elaine Sanders	Officer and Principal Accounting Officer)
/s/ Tony Giardini
	Director	June 19, 2015
Tony S. Giardini
/s/ William Hayden
	Director	June 19, 2015
William Hayden
/s/ Gregory Lang
	Director	June 19, 2015
Gregory A. Lang
/s/ Igor Levental
	Director	June 19, 2015
Igor Levental
/s/ Kalidas Madhavpeddi
	Director and Authorized Representative	June 19, 2015
Kalidas V. Madhavpeddi
/s/ Gerald McConnell
	Director	June 19, 2015
Gerald J. McConnell

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Signature	Date
/s/ Philip O’Neill
Director	June 19, 2015
Philip O’Neill
/s/ Janice Stairs
Director	June 19, 2015
Janice Stairs

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of NovaCopper Inc. in the United States, on this 19th day of June, 2015.

By:
Name: Kalidas Madhavpeddi
Title: Director

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EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Certificate of Incorporation, effective April 27, 2011
(incorporated by reference to Exhibit 99.2 to the Registration Statement
on Form 40-F, as filed on March 1, 2012 (File No. 001-35447))
4.2	Articles of NovaCopper Inc., effective April 27, 2011, as
altered March 20, 2012 (incorporated by reference to Exhibit 99.3 to
Amendment No. 1 to the Registration Statement on Form 40-F, as filed on
April 19, 2012 (File No. 001-35447))
5.1	Opinion and Consent of Blake, Cassels & Graydon LLP
23.1	Consent of Blake, Cassels & Graydon LLP (included in
Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
24.1	Powers of Attorney (included on the signature page of
this registration statement)
99.1	Sunward Resources Ltd. 2013 Stock Option Plan
99.2	Form of letter to optionholders of Sunward Resources Ltd.