NovaCopper Inc. (Form: S-8, Received: 04/27/2012 17:25:32)

As filed with the Securities and Exchange Commission on April 27, 2012

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	Not Applicable
(State or other jurisdiction of Incorporation or	(I.R.S. Employer Identification No.)
organization)

Suite 2300, 200 Granville Street

Vancouver, British Columbia

Canada V6C 1S4

(604) 638-8088

Address of Principal Executive Offices

NovaCopper Inc. Equity Incentive Plan

Employment Agreement between the Registrant and Rick Van Nieuwenhuyse, dated January 9, 2012

Form of NovaCopper Inc. Stock Option Agreement

NovaGold 2009 Performance Share Unit Plan, as amended pursuant to the Plan of Arrangement

NovaGold 2009 Non-Employee Directors Deferred Share Unit Plan, as amended pursuant to the Plan of Arrangement

(Full titles of the plans)

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

Christopher J. Barry and

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Amount to	Proposed Maximum Offering	Proposed Maximum	Amount of
Securities to be Registered	be Registered ⁽¹⁾	Price Per Share ⁽²⁾	Aggregate Offering Price	Registration
				Fee
Common Shares, no par value ⁽³⁾	4,657,808	US$1.44	US$6,707,244	US$769

Common Shares, no par value ⁽⁴⁾	1,875,000	US$1.44	US$2,700,000	US$310

Common Shares, no par value ⁽⁵⁾	2,189,133	US$1.44	US$3,152,352	US$362

Common Shares, no par value ⁽⁶⁾	83,950	US$1.44	US$120,888	US$14

Common Shares, no par value ⁽⁷⁾	4,138	US$1.44	US$5,959	US$1

Total	8,810,029		US$12,686,442	US$1,456

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the provisions of the Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plan.
(2)	The proposed maximum offering price per share and the registration fee were calculated in accordance with rule 457 (h) based on the book value of the securities computed as of April 27, 2012.
(3)	Represents Common Shares, without par value, issuable pursuant to options to be issued under the NovaCopper Inc. (the “Registrant”) Equity Incentive Plan.
(4)	Represents Common Shares, without par value, issuable pursuant to the employment agreement between the Registrant and Van Nieuwenhuyse dated January 9, 2012.
(5)	Represents Common Shares, without par value, issuable pursuant to the to the Plan of Arrangement effective April 30, 2012 between NovaGold Resources Inc. (“NovaGold”), the securityholders of NovaGold and the Registrant (the “Plan of Arrangement”) under the Form of NovaCopper Inc. Stock Option Agreement and governed by the NovaGold 2004 Stock Award Plan (as amended).
(6)	Represents Common Shares, without par value, issuable pursuant to the to the Plan of Arrangement under the NovaGold 2009 Performance Share Unit Plan.
(7)	Represents Common Shares, without par value, issuable pursuant to the to the Plan of Arrangement under the NovaGold 2009 Non-Employee Directors Deferred Share Unit Plan.

EXPLANATORY NOTE

This registration statement on Form S-8 registers the offer and sale of common shares of NovaCopper Inc. (the “Registrant”) pursuant to the following:

(1) exercise of awards granted under the NovaCopper Inc. Equity Incentive Plan adopted March 28, 2012;

(2) the employment agreement between the Company and Rick Van Nieuwenhuyse dated January 9, 2012;

(3) exercise of stock options issued in accordance with the Plan of Arrangement effective April 30, 2012 between NovaGold Resources Inc. (“NovaGold”), the securityholders of NovaGold and the Company (the “Plan of Arrangement”) under the Form of NovaCopper Inc. Stock Option Agreement, as governed by the 2004 Stock Award Plan of NovaGold Resources Inc. (as amended);

(4) the redemption of share units issued under the NovaGold 2009 Performance Share Unit Plan, as amended in accordance with the Plan of Arrangement; and

(5) the redemption of deferred share units issued in accordance with the Plan of Arrangement as governed by the NovaGold 2009 Non-Employee Directors Deferred Share Unit Plan.

The Plan of Arrangement is described in greater detail in the information circular filed as Exhibit 99.1 to the Registrant’s registration statement on Form 40-F filed March 1, 2012 (001-35447) and available on EDGAR at www.sec.gov.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents listed below are incorporated by reference in this registration statement.

(a)

The Registrant’s Registration Statement on Form 40-F filed with the Securities and Exchange Commission on February 29, 2012, as amended April 19, 2012.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and certain Reports on Form 6-K furnished by the Registrant (which indicate on their cover pages that they are incorporated herein by reference), after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered 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.

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.

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.

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 Company may indemnify any person, subject to any restrictions in the BCBCA, and that the failure of a director or officer of the Company 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 US$40 million, subject to a corporate deductible of US$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.

The Registrant maintains Directors’ and Officers’ Liability Insurance for its Directors.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits.

Exhibit Number	Exhibit

4.1	Certificate of Incorporation (incorporated by reference 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, 2011 (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)

4.3	NovaCopper Inc. Equity Incentive Plan (incorporated by reference to Schedule G of Exhibit 99.1 to the Registration Statement on Form 40-F as filed on March 1, 2012, File No. 001- 35447)

4.4	Employment Agreement between the Registrant and Rick Van Nieuwenhuyse, dated January 9, 2012

4.5	Form of NovaCopper Inc. Stock Option Agreement

4.6	2004 Stock Award Plan of NovaGold Resources Inc. (as amended) (incorporated by reference to Appendix A of Exhibit 99.2 of the Registrant’s report on Form 6-K as filed on April 29, 2009), as amended pursuant to the Plan of Arrangement (incorporated by reference to Exhibit 99.1 of the Registrant’s registration statement on Form 40-F as filed on March 1, 2012)

4.7	NovaGold 2009 Performance Share Unit Plan (incorporated by reference to Appendix C of Exhibit 99.2 of the Registrant’s report on Form 6-K as filed on April 29, 2009), as amended pursuant to the Plan of Arrangement (incorporated by reference to Exhibit 99.1 of the Registrant’s registration statement on Form 40-F as filed on March 1, 2012, File No. 001- 35447)

4.8	NovaGold 2009 Non-Employee Directors Deferred Share Unit Plan (incorporated by reference to Appendix E of Exhibit 99.2 of the Registrant’s report on Form 6-K as filed on April 29, 2009), as amended pursuant to the Plan of Arrangement (incorporated by reference to Exhibit 99.1 of the Registrant’s registration statement on Form 40-F as filed on March 1, 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	Power of Attorney (included in signature page)

Item 9. Undertakings.

A.	The undersigned Registrant hereby undertakes:

	(1)	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.

	(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 Company’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 Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

SIGNATURES

The Registrant . 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 _27th__ day of _April_______, 2012.

	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	April 27, 2012
Rick Van Nieuwenhuyse	Director (Principal Executive Officer)


/s/ Elaine Sanders	Chief Financial Officer (Principal Financial	April 27, 2012
Elaine Sanders	Officer and Principal Accounting Officer)


/s/ Clynton R. Nauman	Lead Director and Authorized US	April 27, 2012
Clynton R. Nauman	Representative


/s/ Tony Giardini	Director	April 27, 2012
Tony Giardini


/s/ Dr. Thomas S. Kaplan	Director	April 27, 2012
Dr. Thomas S. Kaplan


/s/ Terry Krepiakevich	Director	April 27, 2012
Terry Krepiakevich

Signature	Title	Date


/s/ Gregory A. Lang	Director	April 27, 2012
Gregory A. Lang


/s/ Igor Levental	Director	April 27, 2012
Igor Levental


/s/ Kalidas V. Madhavpeddi	Director	April 27, 2012
Kalidas V. Madhavpeddi


/s/ Gerald McConnell	Director	April 27, 2012
Gerald McConnell


/s/ Walter Segsworth	Director	April 27, 2012
Walter Segsworth


/s/ Janice Stairs	Director	April 27, 2012
Janice Stairs

EXHIBIT INDEX

Exhibit Number	Exhibit

4.1	Certificate of Incorporation (incorporated by reference 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, 2011 (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)

4.3	NovaCopper Inc. Equity Incentive Plan (incorporated by reference to Schedule G of Exhibit 99.1 to the Registration Statement on Form 40-F as filed on March 1, 2012, File No. 001- 35447)

4.4	Employment Agreement between the Registrant and Rick Van Nieuwenhuyse, dated January 9, 2012

4.5	Form of NovaCopper Inc. Stock Option Agreement

4.6	2004 Stock Award Plan of NovaGold Resources Inc. (as amended) (incorporated by reference to Appendix A of Exhibit 99.2 of the Registrant’s report on Form 6-K as filed on April 29, 2009), as amended pursuant to the Plan of Arrangement (incorporated by reference to Exhibit 99.1 of the Registrant’s registration statement on Form 40-F as filed on March 1, 2012)

4.7	NovaGold 2009 Performance Share Unit Plan (incorporated by reference to Appendix C of Exhibit 99.2 of the Registrant’s report on Form 6-K as filed on April 29, 2009), as amended pursuant to the Plan of Arrangement (incorporated by reference to Exhibit 99.1 of the Registrant’s registration statement on Form 40-F as filed on March 1, 2012, File No. 001- 35447)

4.8	NovaGold 2009 Non-Employee Directors Deferred Share Unit Plan (incorporated by reference to Appendix E of Exhibit 99.2 of the Registrant’s report on Form 6-K as filed on April 29, 2009), as amended pursuant to the Plan of Arrangement (incorporated by reference to Exhibit 99.1 of the Registrant’s registration statement on Form 40-F as filed on March 1, 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	Power of Attorney (included in signature page)

EMPLOYMENT AGREEMENT

BETWEEN:

RICK VAN NIEUWENHUYSE , businessperson, of [address]

(the “Executive”)

AND:

NOVACOPPER INC ., a company incorporated pursuant to the laws of British Columbia and having its principal office at Suite 2300 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4

(the “Company”)

WHEREAS:

A. The Company is a natural resource company currently engaged in the exploration of mineral properties situate in Alaska, USA;

B. The Company wishes to employ and the Executive wishes to supply his services in the capacity of President and CEO, on the terms and conditions set out in this Agreement;

C. The Company and the Executive desire that this employment relationship and the terms thereof be formally embodied in this Agreement;

THEREFORE in consideration of the recitals, the following covenants and the payment of one dollar made by each party to the other, the receipt and sufficiency of which are acknowledged by each party, the parties agree on the following terms:

1. ENGAGEMENT AND DURATION

1.1 Engagement

The Company hereby employs the Executive as President and CEO and the Executive accepts such employment.

1.2 Term

The Executive's employment pursuant to the terms of this Agreement shall commence effective January 9, 2012 and shall continue indefinitely, unless and until terminated as set forth herein.

- 2-

2. DUTIES

2.1 Performance of Duties

The Executive shall act as President and CEO, and the Executive shall perform such services and duties as are normally provided by a President and CEO of a company in a business and of a size similar to the Company’s, and such other services and duties as may reasonably be assigned from time to time.

2.2 Other Boards or Committees

The Executive’s performance of reasonable personal, civic or charitable activities or the Executive’s service on any boards or committees of any private or public companies shall not be deemed to interfere with the performance of the Executive’s services and responsibilities to the Company pursuant to this Agreement, so long as there is no conflict between the business of the Company and the business of the private or public companies. The Executive agrees to inform the Board of Directors (“the Board”) forthwith upon the Executive being appointed to any such board or committee. The Executive’s right to participate on such boards or committees shall be subject to approval of the Board, which approval will not be unreasonably withheld. The Board acknowledges that as of the date of this Agreement, the Executive is a director of the companies set forth in Schedule A hereto, and approves the Executive’s right to participate on such boards.

2.3 Principal Place of Work

The Executive shall perform his duties at the Company’s principal executive offices, which are currently located in Vancouver, British Columbia or at such other location within 50km of the current office. The Executive acknowledges that his duties and responsibilities may involve a reasonable amount of traveling.

2.4 Reporting

The Executive shall report directly to the Board.

2.5 Instructions

The Executive will, subject to the terms of this Agreement, comply promptly and faithfully with the reasonable and lawful instructions, directions, requests, rules and regulations of the Board.

-3-

3. REMUNERATION AND BENEFITS

3.1 Salary

The Company shall pay to the Executive for his services under this Agreement an annual salary of $400,000, subject to all applicable statutory deductions and payable in substantially equal installments on the dates that the Company has established for paying wages to its employees.

3.2 Annual Review

The salary referred to in Section 3.1 shall be reviewed at least annually by the Board in consultation with the Executive. The Chair of the Compensation Committee of the Board shall make recommendations to the Board or the Compensation Committee of the Board regarding appropriate salary adjustments. The salary referred to in Section 3.1 shall be increased by such amount as is determined by the Board or the Compensation Committee of the Board in its sole discretion taking into consideration the recommendations of the Compensation Committee of the Board, the performance of the Executive and the performance of the Company provided, however, that in no event shall the salary be less than the salary payable in the previous fiscal year.

3.3 Reimbursement of Expenses

The Company shall reimburse the Executive for all reasonable expenses incurred by him in the performance of this Agreement provided that the Executive provides the Company with written expense accounts with respect to each calendar month. The Company will provide the Executive with, or reimburse the Executive for, services and fees necessary for the performance of the Executive's duties including, but not limited to, membership in the Executive's professional institute, stock information accounts and fax lines.

3.4 Medical Benefits

The Company shall provide the Executive with group life, long-term disability, extended medical and dental insurance coverage (“benefit coverage”) in accordance with the terms of the benefit plans in effect from time to time and, to the extent provided by such plans, the Company shall extend medical and dental insurance coverage to the Executive’s spouse and child dependants. The Company may, in the Company’s discretion, change such benefit coverage or amend such benefits from time to time, as long as such changes do not apply solely to the Executive. To the extent the Executive remains in receipt of any benefits from NovaGold Resources Inc., the Company shall not be obligated to provide benefit coverage for the same kind of benefit until such time as NovaGold Resources Inc. ceases to provide such coverage.

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3.5 Directors and Officers Liability Insurance

The Company shall provide the Executive with directors’ and officers’ liability insurance appropriate to the nature of his responsibilities under this Agreement. The directors’ and officers’ liability insurance will be subject to the terms and conditions of the insurance policy’s coverage.

3.6 Vacation

The Executive shall be entitled to five weeks of paid vacation for each fiscal year of the Company. The Executive shall be entitled to a pro-rata portion of the Executive’s vacation entitlement for any part year of employment. The Executive shall take such vacation only at times approved in advance by the Board, which approval shall not be unreasonably withheld. The Executive shall be covered by the Company’s vacation policy for banking of vacation days. In addition, the Executive shall be entitled to statutory holidays and the number of paid holidays provided for under the policies and procedures of the Company, as they exist from time to time.

3.7 Other Benefits

In addition to any other compensation or benefits to be received by the Executive pursuant to this Agreement, the Executive shall be eligible to participate in all executive benefits which the Company may from time to time provide to its senior executives. For greater certainty, and among other things, the Executive shall be eligible to participate in the Company's Stock Option Plan, as amended from time to time. All stock options grants are at the discretion of the Company’s Board of Directors and are subject to, and will be made in accordance with, the guidelines of the Toronto Stock Exchange and the Company’s Employee Stock Option Plan.

In recognition of your appointment, you will receive an initial grant of 1,875,000 options of the Company on the effective date of the proposed distribution of the outstanding common shares of the Company to shareholders of NovaGold Resources Inc. (the “Spin-out”). Such grant will be conditional upon the completion of the Spin-out. Upon issuance, the options will be exerciseable for a period of five years at an exercise price equal to the volume weighted average trading price on the Toronto Stock Exchange for the five trading days commencing on the sixth trading day following the effective date of the Spin-out, with 2/3 of the options to vest on the first anniversary of the effective date of the grant, the final 1/3 to vest on the second anniversary of the effective date of the grant. All other terms and conditions of the options, including the manner of exercise, will be in accordance with the terms of the Plan and the requirements of the Toronto Stock Exchange and applicable securities laws.

In further recognition of your appointment, it is anticipated that you will receive an incentive grant of 135,000 common shares of the Company on the effective date of the Spin-out. Such grant will be conditional upon the completion of the Spin-out and subject to approval of the Company’s shareholders, if required. The issuance of any shares pursuant to this Section 3.7 may be settled on a net withholding basis in order to satisfy any tax obligations of the Executive arising out of the grant of shares set out herein. Any such withholding will be satisfied by the Company on a cash basis at the then market price of NovaCopper’s shares, and the Executive will be issued that number of shares equal to 135,000 multiplied by (100% minus the anticipated percentage withholding obligation).

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Both the initial grant of 1,875,000 options and the incentive grant of =135,000 common shares are based on the assumption that the Spin-out will be effected on the basis of one Company share to be distributed for every five common shares of NovaGold Resources Inc. In the event that the Spin-out is effected on another basis, both the number of options and the number of shares contemplated in this Section 3.7 will be adjusted accordingly.

The initial grant of 1,875,000 options and the incentive grant of 135,000 common shares have also been calculated on the basis of certain assumptions as to the post-Spin-Out trading price of the Company. In the event that the volume weighted average trading price of the common shares of the Company on the Toronto Stock Exchange for the five trading days commencing on the sixth trading day following the effective date of the Spin-out does not result in a minimum of (i) $2,812,500 of option value based on Black Scholes (as determined by the Compensation Committee of the Company), and (ii) $675,000 in common shares, the Company will provide the Executive with alternative compensation, the form of which shall be in the sole discretion of the Company.

In the event that the Spin-out is not completed by December 31, 2012, the Board shall provide the Executive with an alternative form of compensation of equivalent dollar value, the form of which shall be in the sole discretion of the Company. Any such compensation shall be in lieu of the options and shares contemplated above, and the Company shall have no further obligation to the Executive in this regard in the event that a Spin-out is effected subsequent to December 31, 2012.

3.8 Equipment

The Company shall provide the Executive with such equipment as the Executive and Board agree is necessary for performance of the Executive's duties which shall include a computer, fax machine, personal digital assistant and a cell phone for use in carrying out Company business.

3.9 Annual Incentive Program

The Executive shall be entitled to participate in the Company’s Annual Incentive Program (the “Annual Incentive Program”) according to the terms of the Annual Incentive Program which Annual Incentive Program the Company may, in the Company’s discretion, change or amend from time to time.

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3.10 Shared Services

The Executive acknowledges and agrees that so long as the Company remains a wholly-owned subsidiary of NovaGold Resources Inc. and subject to any shared services agreement with NovaGold Resources Inc. thereafter, the Executive’s remuneration and benefits provided for in Section 3 of this Agreement may be provided through NovaGold Resources Inc.

4. CONFIDENTIALITY AND NON-DISCLOSURE

4.1 “Confidential Information”

The term “Confidential Information” means any and all information concerning any aspect of the Company not publicly disclosed, which the Executive may receive or develop as a result of his engagement by or involvement with the Company, and including all technical data, concepts, reports, programs, processes, technical information, trade secrets, systems, business strategies, financial information and other information unique to the Company. All Confidential Information, including notes, diagrams, maps, reports, notebook pages, memoranda, sample materials and any excerpts thereof that include Confidential Information are the property of the Company or parties for whom the Company acts as agent or who are customers of the Company, as the case may be, and are strictly confidential to the Company and/or such parties. The Executive shall not make any unauthorized disclosure or use of and shall use his best efforts to prevent unauthorized disclosure or use of such Confidential Information.

4.2 Equitable Remedies

The Executive acknowledges that any unauthorized disclosure or use of such Confidential Information by the Executive may result in material damages to the Company and that the Company shall be entitled to seek injunctive relief or any other legal or equitable remedy to prohibit, prevent or enjoin unauthorized disclosure or use of Confidential Information by the Executive. The Executive acknowledges and agrees that his unauthorized disclosure or use of Confidential Information will cause irreparable harm to the Company that could not be adequately compensated by damages.

4.3 Use of Confidential Information

Except as authorized by the Company, the Executive will not:

	(a)	duplicate, transfer or disclose nor allow any other person to duplicate, transfer or disclose any of the Company’s Confidential Information; or

	(b)	use the Company’s Confidential Information without the prior written consent of the Company.

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4.4 Protection of Confidential Information

The Executive will safeguard all Confidential Information at all times so that it is not exposed to or used by unauthorized persons, and will exercise at least the same degree of care used to protect the Executive’s own Confidential Information.

4.5 Exception

The restrictive obligations set forth above shall not apply to the disclosure or use of any information which:

	(a)	is or later becomes publicly known under circumstances involving no breach of this Agreement by the Executive;

	(b)	is already known to the Executive at the time of receipt of the Confidential Information;

	(c)	is lawfully made available to the Executive by a third party;

	(d)	is disclosed by the Executive pursuant to a requirement of a governmental department or agency or disclosure is otherwise required by operation of law, provided that the Executive gives notice in writing to the Company of the required disclosure immediately upon his becoming advised of such required disclosure and provided also that the Executive delays such disclosure so long as it is reasonably possible in order to permit the Company to appeal or otherwise oppose such required disclosure and provides the Company with such assistance as the Company may reasonably require in connection with such appeal or other opposition;

	(e)	is disclosed to a third party under an approved confidentiality agreement; or

	(f)	is disclosed in the course of the Executive's proper performance of the Executive's duties under this Agreement.

4.6 Removal of Information

The Executive will not, without the written consent of the CEO, remove any information relating to the Company, or any third party with which the Company is conducting business from the premises where the Executive is working, unless required in the normal course of his duties.

4.7 New Discoveries

Any inventions, discoveries or improvements in systems, methods and processes made by the Executive in the course of his employment and any mineral discoveries and opportunities to acquire mineral assets or interests therein which come to the Executive will be disclosed to the Company forthwith and shall belong to and be the absolute property of the Company.

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4.8 Survival

The provisions of this Article 4 shall survive the termination of this Agreement.

4.9 Non-Solicitation

The Executive shall not, for a period of twelve (12) months following the termination of the Executive’s employment for any reason, without the prior written consent of the Board, for his/her account or jointly with another, either directly or indirectly, for or on behalf of himself/herself or any individual, partnership, corporation or other legal entity, as principal, agent, employee or otherwise, solicit, influence, entice or induce, attempt to solicit, influence, entice or induce:

	(a)	any person who is employed by the Company or any Affiliated Company to leave such employment; or

	(b)	any person, firm or corporation whatsoever, who or which has at any time in the last two (2) years of his/her employment with the Company or any predecessor of the Company, been a customer of the Company, an Affiliated Company, or of any of their respective predecessors, provided that this Section 4.9 shall not prohibit the Executive from soliciting business from any such customer if the business is in no way similar to the business carried on by the Company, an Affiliated Company, any of their respective predecessors, subsidiaries or associates to cease its relationship with the Company or any Affiliated Company.

For the purposes of this Section 4.9, “Affiliated Company” shall include NovaGold Resources Inc. as long as NovaGold Resources Inc. provides administrative services to the Company pursuant to a Transitional Services Agreement and for a twelve (12) month period following the cessation of such services.

The Executive agrees that all restrictions contained in this Agreement are reasonable and valid and all defenses to the strict enforcement thereof by the Company are waived by the Executive.

4.10 Equitable Relief

The Executive agrees that, in the event he/she violates any of the restrictions referred to in Section 4 the Company shall suffer irreparable harm and shall be entitled to preliminary and permanent injunctive relief and any other remedies in law or in equity which the court deems fit.

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5. DELIVERY OF RECORDS

Upon the termination of the employment of the Executive by the Company, the Executive will deliver to the Company all books, records, lists, brochures and other property belonging to the Company or developed in connection with the business of the Company, and will execute such transfer documentation as is necessary to transfer such property or intellectual property to the Company.

6. TERMINATION

6.1 The Executive’s Right to Terminate

The Executive may terminate his obligations under this Agreement:

	(a)	at any time upon providing three months’ notice in writing to the Company; or

	(b)	upon a material breach or default of any material term of this Agreement by the Company provided that the Executive advises the Company in writing of such material breach or default within ninety (90) days of the date the Executive has become aware (or reasonably should have become aware) of the breach or default, and such material breach or default has not been remedied within 30 days after such written notice of the material breach or default has been delivered by the Executive to the Company.

The Company may waive the notice requirements set out in paragraph (a) above in whole or in part and if it does so, the Executive's entitlement to remuneration and benefits as set out in Sections 6.3 and 6.4 as applicable will apply as of the date the Company waives such notice.

6.2 Company’s Right to Terminate

The Company may terminate the Executive’s employment under this Agreement at any time:

(a)	for just cause which shall include, without limitation, any of the following events:

	(i)	theft, dishonesty or fraud by the Executive with respect to the business of the Company;

	(ii)	the conviction of the Executive for a criminal offence that gives rise or is likely to give rise to the Company's stock becoming ineligible for listing on any stock exchange or market or the Company's stock being subject to a cease-trade order by a Canadian or US securities regulatory authority; or

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	(iii)	any and all other omissions, commissions or other conduct which would constitute just cause at law; or

(b)	upon the Executive dying or becoming permanently disabled or disabled for a period exceeding 180 consecutive days or 180 non-consecutive days calculated on a cumulative basis over any two year period during the term of this Agreement. The Executive shall be deemed to have become disabled if, because of ill health, physical, mental disability or for other causes beyond the control of the Executive, the Executive has been unable or unwilling or has failed to perform the Executive's duties under this Agreement; or

(c)	at any time upon making the severance payment contemplated in Section 6.3 to the Executive.

6.3 Severance Payment

In the event of the termination of the Executive's employment:

	(a)	by the Executive pursuant to subsection 6.1(b) of this Agreement; or

	(b)	by the Company pursuant to subsection 6.2(c) or by the Company in breach of this Agreement;

the Company shall pay to the Executive within 10 days of such termination a severance payment equal to:

	(c)	an amount equal to the Executive’s annual salary at the time of termination of the Executive’s employment plus the Executive’s annual incentive target for the fiscal year pursuant to the Company’s Annual Incentive Program, multiplied by two in the event that such termination occurs before the first anniversary of this agreement; or

	(d)	an amount equal to the Executive’s annual salary at the time of termination of the Executive’s employment plus the Executive’s annual incentive earned in the previous fiscal year pursuant to the Company’s Annual Incentive Program, multiplied by two in the event that such termination occurs on or after the first anniversary of this Agreement.

The Company shall continue the Executive's group insurance benefits, if any, under Section 3.4 for 12 months after the date of termination, provided that if the Company is unable to continue any such benefit by reason of the termination of employment, it will instead pay to the Executive an amount equal to the present value of the Company's cost of providing such benefit to the Executive for a period of 12 months. Any such payment in lieu of group insurance benefits will be paid no later than March 15 of the year following the year of termination.

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In addition, the Company shall reimburse the Executive within 10 days of such termination for all expenses as contemplated by Section 3.3.

6.4 Compensation Otherwise Due to the Executive on Termination

In the event of the termination of the Executive's employment under this Agreement in circumstances other than those set out in Section 6.3 of this Agreement, the Company shall pay the following amounts to the Executive within 10 days of the termination:

(a)	if terminated pursuant to subsections 6.1(a) or 6.2(a) of this Agreement, the Company shall pay to the Executive his then-current annual salary accrued pursuant to Section 3.1 of this Agreement as of the date of termination or effective date of resignation, as applicable; or

(b)	if terminated pursuant to subsection 6.2(b) of this Agreement, the Company shall pay to the Executive:

	(i)	his then-current annual salary accrued pursuant to this Agreement as of the date of termination; and

	(ii)	a lump sum equal to the Executive’s annual salary at the time of termination of the Executive’s employment. Such payment will be made no later than March 15 of the year following the year of such termination.

6.5 Property Interests

If the Executive's employment with the Company is terminated, and within two years of such termination, the Executive acquires directly or indirectly other than from the Company or its subsidiaries any present or future interest in any mining claims or properties or mineral interests within 10 kilometres of the external boundaries of any mineral property held by the Company during the time the Executive was employed by the Company, the Executive will offer the Company, in writing the right to acquire such interest in exchange for reimbursement of his direct and indirect acquisition costs. The Company shall have 30 days after receipt of such offer to accept the offer and 30 days after receipt of such offer to reimburse such costs.

6.6 Resignations

Upon termination of the Executive for whatever reason the Executive shall forthwith execute and deliver to the Company his written resignation from any and all offices of the Company and its affiliates, without claim for compensation for loss of office.

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6.7 Payments in Full Settlement

The Executive acknowledges and agrees that the payments pursuant to this Article 6 shall be in full satisfaction of all claims, losses, costs, damages or expenses in connection with the termination of his employment, including termination pay and severance pay pursuant to any applicable labour laws as amended from time to time. Except as provided in this Article, the Executive shall not be entitled to any further termination payments, damages or compensation whatsoever in connection with the employment of the Executive and the termination thereof. As a condition precedent to any payment pursuant to this Article, the Executive agrees to deliver to the Company, prior to any such payment, a full and final release from all actions and claims in connection with the termination of his employment or any losses, costs, damages or expenses resulting there from in favour of the Company, its affiliates, subsidiaries, directors, officers, employees and agents in a form satisfactory to the Company and the Executive.

7. CHANGE OF CONTROL

7.1 Termination By Company.

In the event that within the twelve (12) month period immediately following a Change of Control (as defined in Section 7.2 of this Agreement), any of the following occur:

	(a)	a material change (other than a change that is clearly and exclusively consistent with a promotion) in the Executive’s position, duties, responsibilities, title or office in effect immediately prior to any Change of Control;

	(b)	a material reduction in the Executive’s Base Salary in effect immediately prior of any Change of Control; or

	(c)	any material breach by the Company of any material provision of this Agreement,

then, if the Executive advises the Company in writing within ninety (90) days of the date the Executive has become aware (or reasonably should have become aware) of the condition and the Company has not cured the condition within thirty (30) days from receipt of such written notice, the Executive’s employment shall be deemed to have been terminated by the Company and the Company will pay to the Executive within 10 days of such termination a severance payment equal to:

(d)

an amount equal to the Executive’s annual salary at the time of termination of the Executive’s employment plus the Executive’s annual incentive target for the fiscal year pursuant to the Company’s Annual Incentive Program, multiplied by two in the event that such termination occurs before the first anniversary of this agreement; or

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(e)

an amount equal to the Executive’s annual salary at the time of termination of the Executive’s employment plus the Executive’s annual incentive earned in the previous fiscal year pursuant to the Company’s Annual Incentive Program, multiplied by two in the event that such termination occurs on or after the first anniversary of this Agreement.

The Company shall continue to provide all medical and health care benefits and all other benefits that it is permitted or able to provide under the applicable rules of the relevant plans for a period of twelve (12) months from the date of the Executive’s election following a Change of Control provided that if the Company is unable to continue any such benefit by reason of the termination of employment, it will instead pay to the Executive an amount equal to the present value of the Company's cost of providing such benefit to the Executive for a period of 12 months. Any such payment in lieu of group insurance benefits will be paid to the Executive no later than March 15 of the year following the year of termination. The Executive further agrees that compensation payable pursuant to this Section 7.1 is in lieu of the severance package payable under Section 6 of this Agreement and shall be the maximum compensation to which the Executive is entitled to receive in lieu of reasonable notice, and the Company will have no further obligations to the Executive with respect to the termination of this Agreement or his/her employment, including, without limitation, further severance pay or damages.

7.2 Limit on Benefits

Notwithstanding anything to the contrary in this Agreement, to the extent Executive receives any payments and benefits, whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, but not limited to, any payments and benefits subject to any plan, program, arrangement, agreement, or award) in connection with a Change of Control (“Total Payments”), which would be subject to the excise tax under U.S. Code section 4999 but for the operation of this Section 7.2, then the aggregated amount of the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

Subject to the provisions of this Section 5.2, all determinations required to be made under this Section 5.2, including whether and the extent to which the Total Payments will be subject to the Excise Tax and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Executive. Such firm shall not be a firm then serving as accountant or auditor for the individual, entity or group effecting the Change in Control of the Company (the “Auditor”). Such firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a payment as a result of a Change of Control, or such earlier time as is requested by the Company. All fees and expenses of the Auditor shall be borne solely by the Company.

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7.3 Change of Control.

For the purposes of this agreement, a “Change of Control” means any of the following:

	(a)	at least 50% in fair-market value of all the assets of the Company are sold to a party or parties acting jointly or in concert (as determined pursuant to the Ontario Securities Act, R.S.O. 1990, c.S.5, as amended (the “OSA”), mutatis mutandis) in one or more transactions occurring within a period of two (2) years; or

	(b)	there is a direct or indirect acquisition by a person or group of persons acting jointly or in concert of voting shares of the Company that when taken together with any voting shares owned directly or indirectly by such person or group of persons at the time of the acquisition, constitutes 40% or more of the outstanding voting shares of the Company, provided that the direct or indirect acquisition by Electrum Strategic Resources LLC (“Electrum”) of voting shares of the Company shall not constitute a “Change of Control” unless the acquisition of such additional voting shares when taken together with any voting shares or securities convertible into voting shares (“Convertible Securities”) held directly or indirectly by Electrum at the time of acquisition constitutes 50% or more of the outstanding voting shares of the Company. For purposes of this paragraph (b), all Convertible Securities owned by Electrum will be deemed to be fully converted or exercised and the number of outstanding voting shares of the Company will be adjusted to reflect such conversion or exercise and Electrum includes all persons acting jointly or in concert with Electrum; or

	(c)	a majority of the then-incumbent Board of Directors’ nominees for election to the Board of Directors of the Company are not elected at any annual or special meeting of shareholders of the Company.

	(d)	the Company is merged, amalgamated, consolidated or reorganized into or with another body corporate or other legal person and, as a result of such business combination, more than 40% of the voting shares of such body corporate or legal person immediately after such transaction are beneficially held in the aggregate by a person or body corporate (or persons or bodies corporate acting jointly or in concert) and such person or body corporate (or persons or bodies corporate acting jointly or in concert) beneficially held less than 40% of the voting shares of the Company immediately prior to such transaction.

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Notwithstanding the foregoing provisions of paragraphs 7.2(a), (b) and (d), unless otherwise determined in a specific case by majority vote of the Board of Directors, a “Change of Control” shall not be deemed to have occurred for the purposes of paragraphs (a), (b), and (d) solely because the Company, an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding voting shares (a “Subsidiary”), or any Company sponsored employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary either files or becomes obligated to file a report or a proxy statement under National Instruments NI 51-102 (Continuous Disclosure), NI 62-103 (Early Warning) or NI 81-102 (Mutual Funds) (or any successor schedule, form or report or item therein) under the OSA, or in any other fashion authorized by a regulatory authority having due jurisdiction, disclosing beneficial ownership by it of voting shares of the Company, whether in excess of forty percent (40%) or otherwise, or because the Company reports that a change in control of the Company has occurred or will occur in the future by reason of such beneficial ownership; nor if the Company is a party to any amalgamation, merger or similar transaction involving only the Company and its Subsidiaries and which does not result in any change of beneficial ownership of any shares of the Company or of the shares received by former shareholders of the Company in any new entity resulting from that transaction. For greater certainty, the Spin-out shall not be considered a Change of Control pursuant to Section 7 of this Agreement.

8. INDEMNIFICATION

The Company and the Executive agree to execute the attached Indemnity Agreement.

9. PERSONAL NATURE

The obligations and rights of the Executive under this Agreement are personal in nature, based upon the singular skill, qualifications and experience of the Executive.

10. RIGHT TO USE EXECUTIVE’S NAME AND LIKENESS

During the term of this Agreement, the Executive hereby grants to the Company the right to use the Executive’s name, likeness and/or biography in connection with the services performed by the Executive under this Agreement and in connection with the advertising or exploitation of any project with respect to which the Executive performs services for the Company.

11. LEGAL ADVICE

The Executive hereby represents, warrants and acknowledges to the Company that he has had the opportunity to receive independent legal advice prior to the execution and delivery of this Agreement.

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12. WAIVER

No consent or waiver, express or implied, by any party to this Agreement of any breach or default by any other party in the performance of its obligations under this Agreement or of any of the terms, covenants or conditions of this Agreement shall be deemed or construed to be a consent or waiver of any subsequent or continuing breach or default in such party’s performance or in the terms, covenants and conditions of this Agreement. The failure of any party to this Agreement to assert any claim in a timely fashion for any of its rights or remedies under this Agreement shall not be construed as a waiver of any such claim and shall not serve to modify, alter or restrict any such party’s right to assert such claim at any time thereafter.

13. NOTICES

13.1 Delivery of Notice

Any notice relating to this Agreement or required or permitted to be given in accordance with this Agreement shall be in writing and shall be personally delivered or mailed by registered mail, postage prepaid to the address of the parties set out on the first page of this Agreement. Any notice shall be deemed to have been received if delivered, when delivered, and if mailed, on the fifth day (excluding Saturdays, Sundays and holidays) after the mailing thereof. If normal mail service is interrupted by strike, slowdown, force majeure or other cause, a notice sent by registered mail will not be deemed to be received until actually received and the party sending the notice shall utilize any other services which have not been so interrupted or shall deliver such notice in order to ensure prompt receipt thereof.

13.2 Change of Address

Each party to this Agreement may change its address for the purpose of this Section 13 by giving written notice of such change in the manner provided for in Section 13.1.

14. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, which shall be deemed to be the proper law hereof. The parties hereto hereby submit to the jurisdiction of the courts of British Columbia. All obligations of the parties under this Agreement are subject to receipt of all necessary approvals of the applicable securities regulatory authorities.

15. SEVERABILITY

If any provision of this Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion of the Agreement, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid.

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16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto and there are no representations or warranties, express or implied, statutory or otherwise other than set forth in this Agreement and there are no agreements collateral hereto other than as are expressly set forth or referred to herein. This Agreement cannot be amended or supplemented except by a written agreement executed by all parties hereto.

17. NON-ASSIGNABILITY

This Agreement shall not be assigned by any party to this Agreement without the prior written consent of the other parties to this Agreement.

18. BURDEN AND BENEFIT

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

19. INTERPRETATION

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

	(a)	all references in this Agreement to "Articles", "Sections" and other subdivisions or Schedules are to the designated articles, sections or other subdivisions or Schedules of or attached to this Agreement;

	(b)	the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section or other subdivision;

	(c)	the headings are for convenience only and do not form part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement;

	(d)	the singular of any term includes the plural, and vice versa, the use of any term is equally applicable to any gender and, where applicable, a body corporate, the word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language is used with reference thereto);

	(e)	the words "written" or "in writing" include printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception including telex, telegraph, telecopy, facsimile or e- mail;

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	(f)	any reference to a statute is a reference to the applicable statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force from time to time and any statute or regulation that has the effect of supplementing or superseding such statute or regulation;

	(g)	a "day" shall refer to a calendar day and in calculating all time periods the first day of a period is not included and the last day is included and references to a "business day" shall refer to days on which banks are ordinarily open for business in Vancouver, British Columbia, but if a period ends on a day on which the banks are not open for business in Vancouver, British Columbia, the period will be deemed to expire on the next calendar day on which banks are open for business in Vancouver, British Columbia; and

	(h)	all references to "$" or "dollars" are references to the lawful currency of the Canada.

20. TIME

Time is of the essence of this Agreement.

21. COUNTERPARTS

This Agreement may be executed in counterparts and such counterparts together shall constitute one and the same instrument.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the 9 ^th day of January, 2012.

NOVACOPPER INC.

Per: /s/ Thomas Kaplan
CHAIRMAN OF THE BOARD

/s/ Rick Van Nieuwenhuyse
RICK VAN NIEUWENHUYSE

SCHEDULE A

NovaGold Resources Inc.
Alexco Resource Corp.
TinTina Resources Inc.
AsiaBaseMetals Inc.
Mantra Resources Limited

NOVACOPPER INC.

NOVACOPPER ARRANGEMENT OPTIONS CERTIFICATE

NovaCopper Inc. (the “ Company ”) hereby grants to the Participant named below, NovaCopper Arrangement Options to acquire common shares in the capital of the Company (“ Option Shares ”), which grant is being made pursuant to the Plan of Arrangement involving NovaGold Resources Inc., its Securityholders and NovaCopper Inc. (the " Plan of Arrangement "). The NovaCopper Arrangement Options will be governed by the terms of the 2004 Stock Award Plan of NovaGold Resources Inc., a copy of which is attached hereto (the “ Plan ”), and the terms outlined below.

Participant’s Name:

Address:

Total Option Shares (NovaCopper Arrangement Options x 0.1667):

For U.S. Participants: of which ____________________ are Nonqualified Option Shares

Exercise Price Per Share:

Date of Grant: April 30, 2012

Expiry Date:

Terms of Vesting:

For greater certainty, once the NovaCopper Arrangement Options have become vested, they continue to be exercisable until the termination or cancellation thereof as provided in this Certificate and the Plan.

Other:

Participant agrees that he/she may suffer tax consequences as a result of the grant of these Options, the exercise of the Options and the disposition of Shares. Participant acknowledges that he/she is not relying on the Company for any tax advice. To the extent that the Option is potentially subject to taxation under either Canada or the U.S. or both jurisdictions, the Participant acknowledges that the Participant has had adequate opportunity to obtain advice of independent tax counsel with respect to the tax treatment of the Option (including federal, state and provincial, as applicable). Furthermore, non-U.S. Participants who are granted Options that are not subject to the restrictions applicable to U.S. Participants but who subsequently become subject to U.S. federal income tax on compensatory income are encouraged to seek advice of independent tax counsel to determine the applicability of U.S. tax law to such Options.

This Stock Option Certificate is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of the Stock Option Certificate and the Plan, the terms of the Plan shall govern.

If you agree to accept the Options described above, subject to all of the terms and conditions of the Plan of Arrangement and the Plan, please sign one copy of this letter and return it to
______________ by ______________ .

	NOVACOPPER INC.


	By:
		Authorized Signatory

I have received a copy of the Plan of Arrangement and the Plan and agree to comply with, and agree that my participation is subject in all respects to, its terms and conditions. Further, I consent to Solium Capital maintaining and administering my NovaCopper Arrangement Options in accordance with the terms and conditions of the Plan.


	Name of Participant


	Signature of Participant


	Date

Exhibit 5.1

April 27, 2012

NovaCopper Inc.
Suite 2300 - 200 Granville Street
Vancouver, British Columbia
V6C 1S4

Re: NovaCopper Inc. - Registration Statement on Form S-8

Dear Sirs/Mesdames:

We have acted as Canadian counsel to NovaCopper Inc., a company formed under the laws of the Province of British Columbia (the “ Company ”), in connection with the preparation and filing with the United States Securities and Exchange Commission of a Registration Statement (the “ Registration Statement ”) on Form S-8 under the United States Securities Act of 1933, as amended (the “ Act ”).

The purpose of the Registration Statement is to register the offer and sale of up to 8,810,029 common shares of the Company (the “ Shares ”) pursuant to the following:

(1)	exercise of awards granted under the NovaCopper Equity Incentive Plan, approved by the shareholders of NovaGold Resources Inc. (“ NovaGold ”) on March 28, 2012 (the “ Plan ”);

(2)	the employment agreement between the Company and Rick Van Nieuwenhuyse dated January 9, 2012 (the “ Employment Agreement ”);

(3)	exercise of stock options (the “ Arrangement Options ”) issued in accordance with the Plan of Arrangement effective April 30, 2012 between NovaGold, the securityholders of NovaGold and the Company (the “ Plan of Arrangement ”) as evidenced by the form of NovaCopper Arrangement Option Certificate, the terms of which are governed by the 2004 Stock Award Plan of NovaGold (as amended);

(4)	the payout of performance share units (the “ PSUs ”) issued under NovaGold’s 2009 Performance Share Unit Plan, as amended, in accordance with the Plan of Arrangement; and

(5)	the redemption of deferred share units (the “ DSUs ”) governed by NovaGold’s 2009 Non- Employee Directors Deferred Share Unit Plan, in accordance with the Plan of Arrangement.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Notice of Articles and Articles of the Company and resolutions of the directors of the Company and the shareholders of NovaGold with respect to the matters referred to herein. We have also examined such certificates of public officials, officers of the Company, corporate records and other documents as we have deemed necessary as a basis for the opinion expressed below. In our examination of such documents, we have assumed the authenticity of all documents submitted to us as certified copies or facsimiles thereof.

50804764.1

Blake, Cassels & Graydon LLP is a limited liability partnership under the laws of Ontario

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Our opinions herein are limited to the laws of British Columbia and the federal laws of Canada applicable therein.

Based upon the foregoing, we are of the opinion that all necessary corporate action has been taken by the Company to authorize the issuance of Shares: (1) upon the due exercise of options granted pursuant to and in accordance with the Plan or Employment Agreement; (2) upon the due exercise of the Arrangement Options in accordance with their terms; (3) upon the payout of PSUs; and (4) redemption of DSUs in accordance with their terms. Further, we are of the opinion that when such Shares are issued in accordance with the terms of the Plan or Employment Agreement and upon due exercise, payout, or redemption as applicable, the Shares will be validly issued as fully paid and non-assessable.

Consent is hereby given to the use of our name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP is a limited liability partnership under the laws of Ontario

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in NovaCopper Inc.’s Registration Statement on Form S-8 of our report dated February 20, 2012, relating to NovaCopper Inc.’s consolidated balance sheets as at November 30, 2011 and 2010 and the consolidated statements of loss, comprehensive loss and deficit, consolidated statements of changes in shareholder’s equity and consolidated statements of cash flows for the years ended November 30, 2011 and 2010.

We also consent to the incorporation by reference in NovaCopper Inc.’s Registration Statement on Form S-8 of our report dated December 2, 2011, on the carve out balance sheets of the Ambler Project of NovaGold Resources Inc. as at November 30, 2010 and 2009, and the carve out statements of loss, comprehensive loss and deficit and cash flows for each of the years in the three year period ended November 30, 2010.

Chartered Accountants
Vancouver, British Columbia
April 27, 2012

PricewaterhouseCoopers LLP, Chartered Accountants

PricewaterhouseCoopers Place, 250 Howe Street, Suite 700, Vancouver, British Columbia, Canada V6C 3S7

T: +1 604 806 7000, F: +1 604 806 7806, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member

firm of which is a separate legal entity.