0001193805-16-002158.txt : 20160105 0001193805-16-002158.hdr.sgml : 20160105 20160105172359 ACCESSION NUMBER: 0001193805-16-002158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160105 DATE AS OF CHANGE: 20160105 GROUP MEMBERS: ELECTRUM GLOBAL HOLDINGS L.P. GROUP MEMBERS: ELECTRUM GROUP LLC GROUP MEMBERS: ELECTRUM STRATEGIC OPPORTUNITIES FUND L.P. GROUP MEMBERS: ELECTRUM STRATEGIC RESOURCES L.P. GROUP MEMBERS: ESOF GP LTD. GROUP MEMBERS: GRAT HOLDINGS LLC GROUP MEMBERS: LEOPARD HOLDINGS LLC GROUP MEMBERS: TEG GLOBAL GP LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NovaCopper Inc. CENTRAL INDEX KEY: 0001543418 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86837 FILM NUMBER: 161323737 BUSINESS ADDRESS: STREET 1: SUITE 1950 - 777 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1K4 BUSINESS PHONE: (604) 669-6227 MAIL ADDRESS: STREET 1: SUITE 1950 - 777 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1K4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Electrum Strategic Resources L.P. CENTRAL INDEX KEY: 0001454795 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (646) 365-1600 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Electrum Strategic Resources LLC DATE OF NAME CHANGE: 20090127 SC 13D/A 1 e614418_sc13da-novacopper.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 5)*
 
NovaCopper Inc.
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)

66988K102
(CUSIP Number)
 
Electrum Strategic Resources L.P.
700 Madison Avenue, 5th Floor
New York, NY 10065
(646) 365-1600
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 31, 2015
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
 
(Page 1 of 19 Pages)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 2 of 19
 
1
NAME OF REPORTING PERSON

Electrum Strategic Opportunities Fund L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
 OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
24,391,671 (1)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

24,391,671 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
22.68%
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Includes 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 3 of 19
 
1
NAME OF REPORTING PERSON

The Electrum Group LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
24,391,671 (2)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

24,391,671 (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
22.68%
14
TYPE OF REPORTING PERSON
 
OO
 
(2) Consists of (i) 21,630,801 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P. and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 4 of 19
 
1
NAME OF REPORTING PERSON

Electrum Global Holdings L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
  OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
24,391,671 (3)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (3)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

24,391,671 (3)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
22.68%
14
TYPE OF REPORTING PERSON
 
OO
 
(3) Consists of (i) 21,630,801 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P. and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 5 of 19
 
1
NAME OF REPORTING PERSON

TEG Global GP Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
24,391,671 (4)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (4)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

24,391,671 (4)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
22.68%
14
TYPE OF REPORTING PERSON
 
OO
 
(4) Consists of (i) 21,630,801 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P. and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 6 of 19
 
1
NAME OF REPORTING PERSON

ESOF GP Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
24,391,671 (5)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

24,391,671 (5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
22.68%
14
TYPE OF REPORTING PERSON
 
OO
 
(5) Consists of (i) 21,630,801 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P. and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 7 of 19
 
1
NAME OF REPORTING PERSON

Leopard Holdings LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
  OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
24,391,671 (6)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (6)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

24,391,671 (6)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
22.68%
14
TYPE OF REPORTING PERSON
 
OO
 
(6) Consists of (i) 21,630,801 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P. and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 8 of 19
 
1
NAME OF REPORTING PERSON

GRAT Holdings LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
 OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
833,333 Common Shares
8
SHARED VOTING POWER:
 
24,391,671 (7)
9
SOLE DISPOSITIVE POWER:
 
833,333 Common Shares
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (7)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

25,225,004 (8)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
23.45%
14
TYPE OF REPORTING PERSON
 
OO
 
(7) Consists of (i) 21,630,801 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P. and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 (8) Consists of the securities described in Footnote (6) and 833,333 of the Issuer’s common shares held by GRAT Holdings LLC
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 9 of 19
 
1
NAME OF REPORTING PERSON

Thomas Scott Kaplan
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
U.S.A
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
273,739 (9)
8
SHARED VOTING POWER:
 
24,391,671 (10)
9
SOLE DISPOSITIVE POWER:
 
273,739 (9)
10
SHARED DISPOSITIVE POWER:
 
24,391,671 (10)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

25,498,743  (11)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
23.67%
14
TYPE OF REPORTING PERSON
 
 IN
 
(9) Consists of (i) 10,000 of the Issuer’s common shares held by Tigris Financial Group Ltd., (ii) 113,739 of the Issuer’s common shares held directly by Mr. Kaplan and (iii)  150,000 of the Issuer’s common  shares issuable upon exercise of options held by Mr. Kaplan that are currently exercisable.
 
(10) Consists of (i) 21,630,801 of the Issuer’s common shares held by Electrum Strategic Opportunities Fund L.P. and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by Electrum Strategic Opportunities Fund L.P. that are currently exercisable.
 
 (11) Consists of the securities described in Footnotes 9 and 10.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 10 of 19
 
1
NAME OF REPORTING PERSON

Electrum Strategic Resources L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
0
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
0.00%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 11 of 19
 
This Amendment No. 5 (this “Amendment”) amends the Schedule 13D filed by Electrum Strategic Resources L.P. (formerly Electrum Strategic Resources LLC) (“Electrum Strategic”) on May 10, 2012, as amended and restated by Amendment Nos. 1, 2, 3 and 4 to the Schedule 13D filed by the Reporting Persons (other than ESOF and ESOF GP (as defined below)) on December 31, 2012, July 9, 2014, April 23, 2015 and June 26, 2015 (as amended, the “Schedule 13D”) with respect to the common shares of NovaCopper Inc. (the “Issuer”).  The purpose of this Amendment is to report (i) the contribution by Electrum Strategic and Electrum Global Holdings L.P. of an aggregate of 21,630,801 common shares of the Issuer and warrants to purchase 2,760,870 common shares of the Issuer to Electrum Strategic Opportunities Fund L.P. (“ESOF”), an investment fund managed by The Electrum Group LLC, in exchange for a limited partnership interest therein; (ii) the addition of ESOF and ESOF GP Ltd. (“ESOF GP”) as Reporting Persons due to ESOF’s ownership of such shares and possible membership in a group with the other Reporting Persons; (iii) the fact that the securities reported herein are no longer held by Electrum Strategic; and (iv) changes in the percentage of the Issuer’s outstanding common stock beneficially owned by the Reporting Persons as a result of changes in the number of outstanding common shares. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2.        Identity and Background

Items 2(a) and 2(b) of the Schedule 13D are hereby amended and restated as follows:

(a)              This Statement is being filed by Electrum Strategic Resources L.P., a Delaware limited partnership (“Electrum Strategic”),  Electrum Global Holdings L.P., a Cayman Islands exempted limited partnership (“Global Holdings”), TEG Global GP Ltd, a Cayman Islands exempted limited partnership (“Global GP”), The Electrum Group LLC, a Delaware limited liability company (“TEG Services”), Leopard Holdings LLC, a Delaware limited liability company (“Leopard”), GRAT Holdings LLC, a Delaware limited liability company (“GRAT Holdings”), Electrum Strategic Opportunities Fund L.P., a Cayman Islands exempted limited partnership (“ESOF”), ESOF GP Ltd a Cayman Islands company (“ESOF GP”),  and Thomas S. Kaplan, a natural person and citizen of the United States (“Kaplan” and, collectively, the “Reporting Persons”).  Schedule A attached hereto sets forth information referred to in Instruction C of Schedule 13D with respect to each Reporting Person to the extent applicable.

(b)              The principal business address of Leopard and GRAT Holdings is 535 Madison Avenue, 12th Floor, New York, New York 10022.  The principal business address of TEG Services, Electrum Strategic, Global Holdings, Global GP, ESOF, ESOF GP, and Kaplan is 700 Madison Avenue, 5th Floor, New York, New York 10065.

Item 2(c) of the Schedule 13D is hereby amended by adding the following:
 
 
(c)              ESOF’s principal business is to invest in securities and other assets, directly or indirectly.  ESOF GP’s principal business is to serve as the general partner of ESOF.

Items 2(d) and 2(e) of the Schedule 13D are hereby amended and restated as follows:
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 12 of 19

(d)           Neither any Reporting Person, nor any person named on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           Neither any Reporting Person, nor any person named on Schedule A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect thereto.

(f)           ESOF is a limited partnership formed under the laws of the Cayman Islands.  ESOF GP is a company formed under the laws of the Cayman Islands.

Item 3.        Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by adding the following:

On December 31, 2015, as part of an internal reorganization Global Holdings contributed 5,608,352 of the Issuer’s common shares owned directly by it to ESOF, an investment fund managed by TEG Services and the general partner of which is indirectly owned and controlled by Global Holdings.  In addition, on the same date, Global Holdings caused Electrum Strategic (an entity in which Global Holding owned all of the limited partnership interests and, indirectly, general partner interests) to contribute to ESOF 16,022,449 of the Issuer’s common shares and warrants to purchase 2,760,870 of the Issuer’s common shares.  In exchange for such contributions, Global Holdings received a limited partnership interest in ESOF.  The common shares and warrants contributed by Global Holdings and Electrum Strategic to ESOF are sometimes referred to herein as the “Contributed Securities.”  TEG Services is the investment adviser to ESOF and is entitled to management fees with respect to the assets of ESOF.  Global Holdings, as the holder of limited partnership interests in the general partner of ESOF, may be entitled to receive carried interest payments in connection with ESOF’s investment in the Contributed Securities.

Item 4.        Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following:

The information set forth in Item 3 is incorporated herein by reference.

Global Holdings contributed the Contributed Securities in exchange for a limited partnership interest in ESOF, an investment fund managed by TEG Services.  Global Holdings indirectly owns and controls ESOF GP, the general partner of ESOF.   ESOF acquired the Contributed Securities for investment purposes.

As a shareholder of the Issuer, on an ongoing basis, each Reporting Person (to the extent it continues to beneficially own the Issuer’s common shares) will review the Issuer’s operating, management, business affairs, capital needs and general industry and economic conditions, and, based on such review, one or more Reporting Persons may, from time to time, determine to increase or decrease its ownership of Common Shares, vote to approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D. Except as otherwise provided herein, each Reporting Person currently has no intention of engaging in any of the events set forth in Items 4(a) through (j) of Schedule 13D.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 13 of 19

Each of ESOF and ESOF GP may be deemed to be a member of a “group” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and Rule 13d-54 promulgated thereunder, with the other Reporting Persons.

Item 5.        Interest in Securities of the Issuer.

Items 5(a), 5(b), 5(c) and 5(e) of the Schedule 13D are hereby amended and restated as follows:

As of December 31, 2015 the Reporting Persons (and each of them) beneficially own the number of Common Shares set forth below.  Percentage ownership is based upon 104,796,421 Common Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 8, 2015.
 
(a)
 
  (1) Reporting Persons    
         
    Number of shares: 25,498,743  
    Percentage of shares: 23.67%  
         
  (2) ESOF    
         
    Number of shares: 24,391,671  
    Percentage of shares: 22.68%  
         
  (3) ESOF GP    
         
    Number of shares: 24,391,671  
    Percentage of shares: 22.68%  
         
  (4) Global Holdings    
         
    Number of shares: 24,391,671  
    Percentage of shares: 22.68%  
         
  (5) Global GP    
         
    Number of shares: 24,391,671  
    Percentage of shares: 22.68%  
         
  (6) TEG Services    
         
    Number of shares: 24,391,671  
    Percentage of shares: 22.68%  
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 14 of 19
 
  (7) Leopard    
         
    Number of shares:  24,391,671  
    Percentage of shares: 22.68%  
         
  (8) GRAT Holdings    
         
    Number of shares:  25,225,004  
    Percentage of shares: 23.45%  
         
  (9) Kaplan    
         
    Number of shares:  25,498,743  
    Percentage of shares: 23.67%  
         
  (10) Electrum Strategic    
         
    Number of shares:   0  
    Percentage of shares: 0.00%  

(b)
 
  (1) ESOF    
         
   
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    24,391,671*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     24,391,671*
         
  (2) ESOF GP    
         
   
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    24,391,671*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     24,391,671*
         
  (3) Global Holdings    
         
   
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    24,391,671*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     24,391,671*
         
  (4) Global GP    
         
   
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    24,391,671*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     24,391,671*
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 15 of 19
 
  (5) TEG Services    
         
   
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    24,391,671*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     24,391,671*
         
  (6) Leopard    
         
   
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    24,391,671*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     24,391,671*
         
  (7) GRAT Holdings    
         
   
Sole power to vote or direct the vote:  833,333
Shared power to vote or direct the vote:     24,391,671*
Sole power to dispose or to direct the disposition:  833,333
Shared power to dispose or direct the disposition:     24,391,671*
         
  (8) Kaplan    
         
   
Sole power to vote or direct the vote:  273,739***
Shared power to vote or direct the vote:     24,391,671*
Sole power to dispose or to direct the disposition:  273,739***
Shared power to dispose or direct the disposition:   24,391,671*
         
  (9) Electrum Strategic    
         
   
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    0
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     0
 
 
* Consists of (i) 21,630,801 of the Issuer’s common shares held by ESOF and (ii) 2,760,870 of the Issuer’s common shares issuable upon exercise of warrants held by ESOF that are currently exercisable.

 
**Consists of (i) 10,000 of the Issuer’s common shares held by Tigris, (ii) 113,739 of the Issuer’s common shares held directly by Dr. Kaplan and (iii)  150,000 of the Issuer’s common  shares issuable upon exercise of options held by Kaplan that are currently exercisable

ESOF GP is the general partner of the sole general partner of, and TEG Services is the investment adviser to, ESOF.  Global Holdings owns and controls ESOF GP.  TEG Services possesses voting and investment discretion with respect to assets of ESOF, including indirect investment discretion with respect to the Common Shares held by ESOF.   Kaplan has the ability to direct such discretion of TEG Services. The Investment Committee of GRAT Holdings (see Schedule A) exercises voting and investment decisions on behalf of GRAT Holdings, including decisions on behalf of GRAT Holdings with respect to the securities reported herein.  Kaplan is the sole shareholder of, and possesses sole voting and investment discretion with respect to the assets of Tigris, including the securities reported herein.
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 16 of 19
 
(c)              Except as set forth in Item 3, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.

(e)              Following the contribution of the Contributed Securities as reported herein, on December 31, 2015, Electrum Strategic ceased to be the beneficial owner of common shares of the Issuer.

Item 7.        Materials to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following as Exhibit 99.3

99.4              Joint Filing Agreement
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 17 of 19
 
SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 5, 2016

 
 
 
ELECTRUM STRATEGIC RESOURCES L.P.
 
By: Electrum Strategic Management LLC, its General Partner
 
 
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Managing Director
  
   
ELECTRUM GLOBAL HOLDINGS L.P.
 
By: TEG Global GP Ltd., its General Partner
 
 
 
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Director
  
   
LEOPARD HOLDINGS LLC
 
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Manager
 
  
 
 
 
 
 
 
CUSIP No.: 
66988K102
 
Page 18 of 19
 
TEG GLOBAL GP LTD.
 
 
 
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Director
  
   
GRAT HOLDINGS LLC
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Manager
 
  
   
THE ELECTRUM GROUP LLC
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Senior Managing Director
  
 
 
/s/ Thomas S. Kaplan
  
Thomas S. Kaplan
  
   
ELECTRUM STRATEGIC OPPORTUNITIES FUND L.P.
 
By: Electrum Strategic Opportunities Fund GP L.P., its General Partner
 
By: ESOF GP Ltd., its General Partner
 
 
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Director
  
 
 
 
 

CUSIP No.: 
66988K102
 
Page 19 of 19

ESOF GP LTD.
 
 
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Director
  
 
 EX-99.4 2 e614418_ex99-4.htm Unassociated Document
 
Exhibit 99.4
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that this Statement on Schedule 13D with respect to the common shares of NovaCopper Inc., dated the date hereof, is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 5th day of January, 2016.

ELECTRUM STRATEGIC RESOURCES L.P.
 
By: Electrum Strategic Management LLC, its General Partner
 
 
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Managing Director
  
   
ELECTRUM GLOBAL HOLDINGS L.P.
 
By: TEG Global GP Ltd., its General Partner
 
 
 
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Director
  
   
LEOPARD HOLDINGS LLC
 
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Manager
 
  
 
 
 
 
 
TEG GLOBAL GP LTD.
 
 
 
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Director
  
   
GRAT HOLDINGS LLC
  
   
By:
/s/ William Natbony
  
 
Name: William Natbony
  
 
Title:  Manager
 
  
   
THE ELECTRUM GROUP LLC
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Senior Managing Director
  
 
 
/s/ Thomas S. Kaplan
  
Thomas S. Kaplan
  
 
ELECTRUM STRATEGIC OPPORTUNITIES FUND L.P.
 
By: Electrum Strategic Opportunities Fund GP L.P., its General Partner
 
By: ESOF GP Ltd., its General Partner
 
 
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Director
  
 
 
 
 
 
ESOF GP LTD.
 
 
  
   
By:
 /s/ Michael H. Williams
  
 
Name: Michael H. Williams
  
 
Title:  Director
  
 
 
 
 
 
SCHEDULE A

Electrum Strategic Opportunities Fund L.P.
 
ESOF GP is the sole general partner of Electrum Strategic Opportunities Fund GP L.P., the sole general partner of ESOF.   Global Holdings is the owner of all of the equity interests of ESOF GP.

ESOF GP Ltd.
 
ESOF GP is the sole general partner of Electrum Strategic Opportunities Fund GP L.P., the sole general partner of ESOF.

The board of directors of ESOF GP consists of the following individuals: Thomas S. Kaplan, Eric N. Vincent, Michael H. Williams and Andrew M. Shapiro.

The principal occupation and principal business address of each director of ESOF GP are as follows:

Name
  
Principal Occupation
  
Principal Business Address
Thomas S. Kaplan
  
Businessman
  
c/o Tigris Group Inc.
535 Madison Avenue, 12th Floor
New York, NY 10022
Eric N. Vincent
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
Michael H. Williams
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
Andrew M. Shapiro
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
 
Electrum Strategic Resources L.P.
 
Global Holdings is the owner of all of the limited partnership interests of Electrum Strategic and all of the equity interests of Electrum Strategic Management LLC, the general partner of Electrum Strategic formed in connection with Electrum Strategic’s conversion from a limited liability company to a limited partnership. Global Holdings is in the business of investing.

Electrum Global Holdings L.P.

Global GP is the sole general partner of Global Holdings.  In accordance with the limited partnership agreement of Global GP, the board of directors of Global GP serve in a like function with respect to Global Holdings.
 
 
 
 
 
TEG Global GP Ltd.

The board of directors of  Global GP consists of the following individuals: William Natbony, Ali Erfan, Taek Jho Low and Kevin Kokko.

The principal occupation and principal business address of each director of TEG Global GP Ltd. are as follows:

Name
  
Principal Occupation
  
Principal Business Address
William Natbony
  
Businessman
  
c/o Tigris Group Inc.
535 Madison Avenue, 12th Floor
New York, NY 10022
Ali Erfan
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
Taek Jho Low
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
Kevin Kokko
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065

Leopard Holdings LLC

William Natbony is the sole manager of Leopard.  Mr. Natbony's principal business address is 535 Madison Avenue, 12th Floor, New York, NY 10022.  Mr. Natbony's principal business is as a businessman.

GRAT Holdings (a Reporting Person under the Amendment) is the owner of Leopard.  GRAT Holdings is in the business of investing.

GRAT Holdings LLC

William Natbony is the sole manager of GRAT Holdings LLC.  Mr. Natbony's principal business address is 535 Madison Avenue, 12th Floor, New York, NY 10022.  Mr. Natbony's principal business is as a businessman.

The Investment Committee of GRAT Holdings is comprised of Mr. Natbony, Amelia J. Zoler and Lillian Saldanha.  The principal business address of each of Ms. Zoler and Ms. Saldanha is 535 Madison Avenue, 12th Floor, New York, NY 10022.  Ms. Zoler’s principal business is as Vice-Chairman and Chief Financial Officer of Tigris Group Inc.  Ms. Saldanha’s principal business is as an employee of Tigris Group Inc.  GRAT Holdings is owned by certain trusts of which Mr. Natbony is trustee.

The Electrum Group LLC

The board of directors of The Electrum Group LLC consists of the following individuals: Thomas S. Kaplan, Eric Vincent, Joshua Fink and Michael H. Williams and (ii) the executive officers of the Electrum Group LLC consist of Thomas S. Kaplan (Chairman and Chief Investment Officer), Joshua Fink (Vice Chairman) and Eric Vincent (Chief Executive Officer).
 
 
 
 
 
The principal occupation and principal business address of each director and executive officer of The Electrum Group LLC are as follows:

Name
  
Principal Occupation
  
Principal Business Address
Thomas S. Kaplan
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
Eric Vincent
  
Businessman
  
 c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
Michael H. Williams
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065
Joshua Fink
  
Businessman
  
c/o The Electrum Group LLC
700 Madison Avenue, 5th Floor
New York, NY 10065