0000912282-15-000473.txt : 20151223 0000912282-15-000473.hdr.sgml : 20151223 20151223163547 ACCESSION NUMBER: 0000912282-15-000473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20151223 DATE AS OF CHANGE: 20151223 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: 151306191 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: Gold First Investments Ltd. CENTRAL INDEX KEY: 0001646605 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O UNIT 801-2, 8/F, TUNG HIP COMM. BLDG STREET 2: 244-248 DES VOEUX ROAD CENTRAL CITY: SHEUNG WAN STATE: K3 ZIP: 0000 BUSINESS PHONE: 852-2575-0700 MAIL ADDRESS: STREET 1: C/O UNIT 801-2, 8/F, TUNG HIP COMM. BLDG STREET 2: 244-248 DES VOEUX ROAD CENTRAL CITY: SHEUNG WAN STATE: K3 ZIP: 0000 SC 13D/A 1 nova-goldfirst13dano2_122415.htm nova-goldfirst13dano2_122415.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

NovaCopper Inc.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

66988K102
(CUSIP Number)

Andrew Philip Burgin, Director
Gold First Investments Limited
Unit 801-2, 8/F, Tung Hip Commercial Building
244-248 Des Voeux Road Central
Sheung Wan, Hong Kong
+852 2575 0700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 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.
 
*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).

 

 
 
 

 
 
 


 
SCHEDULE 13D/A
CUSIP No. 66988K102
 
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Gold First Investments Limited
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
(b) o
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              o
PURSUANT TO ITEMS 2(d) or 2(e)
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
British Virgin Islands
   
 
NUMBER OF 
 7.
SOLE VOTING POWER  5,568,000(1)
 
SHARES
    
 
BENEFICIALLY
8.
SHARED VOTING POWER 0
 
OWNED BY
    
 
EACH
9.
SOLE DISPOSITIVE POWER  5,568,000(1)
 
REPORTING
    
 
PERSON WITH
10.
SHARED DISPOSITIVE POWER  0
       
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,568,000
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      o
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (SEE INSTRUCTIONS)
   
 
5.3%(1)
   
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
 CO
   
   
(1)
Based upon information furnished by the issuer that 104,871,421 common shares of the issuer were outstanding as at December 16, 2015.


 
 
 
 
 
SCHEDULE 13D/A
CUSIP No. 66988K102
 
 
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Notela Resource Advisors Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
(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)    o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Province of Alberta, Canada
   
 
NUMBER OF 
 7.
SOLE VOTING POWER  0
 
SHARES
    
 
BENEFICIALLY
8.
SHARED VOTING POWER 0
 
OWNED BY
    
 
EACH
9.
SOLE DISPOSITIVE POWER  0
 
REPORTING
    
 
PERSON WITH
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      o
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (SEE INSTRUCTIONS)
   
 
0%
   
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
 CO
 

 
 
 
 
SCHEDULE 13D/A
CUSIP No. 66988K102
 
 
 
1,
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Lakeview Group Holdings Limited
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
(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)    o
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
British Virgin Islands
   
 
NUMBER OF 
 7.
SOLE VOTING POWER  5,568,000(1)
 
SHARES
    
 
BENEFICIALLY
8.
SHARED VOTING POWER 0
 
OWNED BY
    
 
EACH
9.
SOLE DISPOSITIVE POWER  5,568,000(1)
 
REPORTING
    
 
PERSON WITH
10.
SHARED DISPOSITIVE POWER  0
       
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,568,000
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      o
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (SEE INSTRUCTIONS)
   
 
5.3%(1)
   
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
 CO
   
   
(1)
Based upon information furnished by the issuer that 104,871,421 common shares of the issuer were outstanding as at December 16, 2015.
 
 
 
 
SCHEDULE 13D/A
CUSIP No. 66988K102

Explanatory Note:
 
This Amendment No. 2 (this “Amendment”) amends the Schedule 13D, originally filed with the United States Securities and Exchange Commission on June 29, 2015 and subsequently amended on December 8, 2015 (as amended, the “Schedule 13D”), with respect to the common shares of NovaCopper Inc. (the “Issuer”). Except as otherwise indicated, the information set forth in the Schedule 13D remains unchanged.  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.
 
Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a)
Gold First Investments Limited (“Gold First”), Notela Resource Advisors Ltd. (“Notela”) and Lakeview Group Holdings Limited (“Lakeview”, and, together with Gold First and Notela, the “Reporting Persons”).

(b)
The business address of Gold First is Unit 801-2, 8/F, Tung Hip Commercial Building, 244-248 Des Voeux Road Central, Sheung Wan, Hong Kong. The business address of Notela is 819 22nd Avenue NW, Calgary, Alberta, T2M 1P3, Canada. The business address of Lakeview is Suite 2211, Times Square – Tower Two, 1 Matheson Street, Causeway Bay, Hong Kong.

(c)
The principal business of each of the Reporting Persons is owning securities. The principal address of the directors and executive officers of Gold First, Notela and Lakeview is set forth on Annex A, which is incorporated herein by reference.

(d)
During the last five years, none of the Reporting Persons or any person listed on Annex A, which is incorporated herein by reference, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
During the last five years, none of the Reporting Persons or any person listed on Annex A, which is incorporated herein by reference, was 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 to such laws.

(f)
Gold First is a company limited by shares incorporated under the laws of the British Virgin Islands. Notela is a corporation existing under the laws of the Province of Alberta, Canada. Lakeview is a company limited by shares incorporated under the laws of the British Virgin Islands. The citizenship of the directors and executive officers of Gold First, Notela and Lakeview is set forth on Annex A, which is incorporated herein by reference.
 
Item 3.
Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

Gold First and Notela acquired the Common Shares described in Item 5 upon completion of the arrangement between the Issuer and Sunward Resources Ltd. (the “Arrangement”) on June 19, 2015. The Arrangement was completed pursuant to the Arrangement Agreement, dated April 22, 2015 (the “Arrangement Agreement”)
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No. 66988K102

between the Issuer and Sunward Resources Ltd. In connection with the Arrangement, Gold First and Notela received 0.3 Common Shares in exchange for each common share of Sunward Resources Ltd. previously held.

This description of the Arrangement Agreement is qualified in its entirety by reference to the Arrangement Agreement, a copy of which is filed as Exhibit 2.1 to this Statement and is incorporated herein by reference.

Item 4.
Purpose of Transaction.

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

On December 16, 2015, Notela sold its 60% interest in Gold First to Lakeview. As of December 16, 2015, Lakeview’s ownership in Gold First increased from 40% to 100%.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)
As at December 16, 2015, Gold First held 5,568,000 Common Shares, or 5.3% of the outstanding Common Shares, based upon information furnished by the Issuer that 104,871,421 Common Shares were outstanding as of such date.  Lakeview may be deemed to beneficially own the Common Shares held directly by Gold First owing to Lakeview’s 100% interest in Gold First. Notela has no interest in Gold First and is no longer a beneficial owner of the Issuer.

(b)
The board of directors of Gold First has sole voting and dispositive power over the Common Shares described in Item 5(a) above.  The directors of Gold First are listed in Annex A, which is incorporated herein by reference. Lakeview may be deemed to have voting and dispositive power over the Common Shares held directly by Gold First owing to Lakeview’s ownership in Gold First. Notela no longer has any voting or dispositive power over the Common Shares held directly by Gold First.

(c)
The information set forth in Item 4 is incorporated herein by reference.

(d)
None

(e)
As of December 16, 2015, Notela ceased to be a beneficial owner of the Issuer.

 Item 7.
Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

Exhibit No.
Description
   
2.1
Arrangement Agreement, dated April 22, 2015, between the Issuer and Sunward Resources Ltd. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on April 27, 2015)
   
2.2
Share Purchase Agreement, dated November 23, 2015, between Gold First and the Purchaser
   
99.1
Joint Filing Agreement, dated June 19, 2015, between Gold First and Notela (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on June 29, 2015)
   
99.2
Joint Filing Agreement, dated December 23, 2015, between Gold First, Notela and Lakeview


 
 
 
 


SIGNATURE

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


Date:  December 23, 2015
GOLD FIRST INVESTMENTS LIMITED
   
 
By:  /s/ Andrew P. Burgin                             
 
Name: Andrew P. Burgin
 
Title:   Director
   
   
 

Date:  December 23, 2015
NOTELA RESOURCE ADVISORS LTD.
   
 
By:  /s/ Philip O'Neill                                     
 
Name: Philip O'Neill
 
Title:   Director
   
   
 

Date:  December 23, 2015
LAKEVIEW GROUP HOLDINGS LIMITED
   
 
By:  /s/ Kevin O'Shaughnessy                   
 
Name: Kevin O'Shaughnessy
 
Title:   Director
   
   
 
 
 
 
ANNEX A
 
Gold First Investments Limited

The name, title, present principal occupation or employment and citizenship of the directors and executive officers of Gold First Investments Limited are set forth below. Except for Mr. O’Neill, the business address of each person is Unit 801-2, 8/F, Tung Hip Commercial Building, 244-248 Des Voeux Road Central, Sheung Wan, Hong Kong.

Name
(Title at Gold First
Investments Limited)
Present Principal Occupation
(Business Address of Other Employer)
Citizenship
Common
Shares
       
Andrew Philip Burgin
(Director)
Accountant at Asia-Pacific Accounting & Secretarial Services Limited (Unit 801-2, 8/F, Tung Hip Commercial Building, 244-248 Des Voeux Road Central, Sheung Wan, Hong Kong)
United Kingdom
  
       
Kevin John O’Shaughnessy
(Director)
Accountant at Bromarv Limited (Suite 2211, Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong)
United Kingdom
6,000(1)

Notela Resource Advisors Ltd.

The name, title, present principal occupation or employment and citizenship of the directors and officers of Notela Resource Advisors Ltd. are set forth below. The business address of each person is 819 22nd Avenue NW, Calgary, AB, T2M 1P3, Canada.

Name
(Title at Notela
Resource Advisors Ltd.)
Present Principal Occupation
(Business Address of Other Employer)
Citizenship
Common
Shares
       
Philip O’Neill
(Director)
President, MP1 Capital Ltd. (819 22nd Avenue NW, Calgary, Alberta T2M 1P3, Canada)
Canada
254,999(2)
       
David Forest
(Director)
Geologist
Canada
  
 
Mr. O’Neill, Mr. Forest and The Carl And Eunice Marosits 2012 Joint Spousal Trust each hold 33% of Notela Resource Advisors Ltd. Each of the foregoing disclaims beneficial ownership over the common shares of NovaCopper Inc. held by Gold First Investments Limited except to the extent of their respective pecuniary interest therein.

Lakeview Group Holdings Limited

The name, title, present principal occupation or employment and citizenship of the directors and officers of Lakeview Group Holdings Limited are set forth below. The business address of each person is Suite 2211, Times Square – Tower Two, 1 Matheson Street, Causeway Bay, Hong Kong.

Name
(Title at Lakeview Group
Holdings Limited)
Present Principal Occupation
(Business Address of Other Employer)
Citizenship
Common
Shares
       
David Philip Boehm
(Director)
Businessman
(Suite 2211, Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong)
Australian
1,500
       
Andrew Philip Burgin
(Director)
Accountant at Asia-Pacific Accounting & Secretarial Services Limited (Unit 801-2, 8/F, Tung Hip Commercial Building, 244-248 Des Voeux Road Central, Sheung Wan, Hong Kong)
United Kingdom
  
       
Kevin John O'Shaughnessy
(Director)
Accountant at Bromarv Limited (Suite 2211, Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong)
 United Kingdom
6,000(1)
       
 
(1)   In connection with the arrangement agreement between NovaCopper Inc. (the “Issuer”) and Sunward Resources Ltd. (“Sunward”), pursuant to which the Issuer acquired Sunward (the “Arrangement”) on June 19, 2015, Mr. O’Shaughnessy received 0.3 shares of the Issuer for each share of Sunward held immediately prior to the effective time of the Arrangement.
(2)   Represents 154,999 common shares of the Issuer held by Mr. O’Neill (75,000 of which were issued on December 14, 2015 as a result of the redemption of 75,000 deferred share units) and common shares issuable upon exercise of 100,000 options held by Mr. O’Neill.

 
 
 

EX-2.2 2 ex2_2.htm SHARE PURCHASE AGREEMENT ex2_2.htm
EXHIBIT 2.2
 

SHARE PURCHASE AGREEMENT
 
THIS AGREEMENT (the “Agreement”) made the 23 day of November 2015.
 
BETWEEN:
 
GOLD FIRST INVESTMENTS LIMITED of Unit 801-2, 8/F, Tung Hip Commercial Building, 244-248 Des Vouex Road Central, Hong Kong
 
(“Vendor”)
 
-and-
 
RESOURCE CAPITAL FUND VI L.P. of #200, 1400 16th Street, Denver, CO 80202 (“Purchaser”)
 
WHEREAS, the Purchaser wishes to purchase from the Vendor, and the Vendor wishes to sell, transfer and assign to the Purchaser, 8,352,000 shares in the capital of NOVACOPPER INC. (“NC”), a company incorporated in British Columbia that trades on the Toronto Stock Exchange and the NYSE-MKT under the symbol “NCQ”;
 
NOW THEREFORE THIS AGREEMENT WITNESSES THAT the parties hereto agree as follows:
 
1.
The Purchaser hereby agrees to purchase from the Vendor, and the Vendor hereby agrees to sell, transfer and assign to the Purchaser, 8,352,000 shares of common stock of NC (the “Purchased Shares”) for an aggregate purchase price of USD $3,300,000.
 
2.
At closing, the Purchaser will wire transfer USD $3,300,000 to the Vendor to an account designated by the Vendor in writing, which account shall be designated by the Vendor at least three days prior to closing.
 
3.
At closing, the Vendor will deliver to the Purchaser the Purchased Shares, free and clear of any liens or encumbrances, to be evidenced by the Vendor’s delivery of a DRS Advice Statement from Computershare showing 8,352,000 shares of NC transferred to, and issued and outstanding in the name of, the Purchaser.
 
4.
The Vendor represents and warrants to the Purchaser as follows:
 
(a)           The Vendor is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets, including the Purchased Shares.
 
(b)           The Vendor has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including to sell, transfer and assign to the Purchaser all right, title and interest in and to the Purchased Shares.
 
 
 
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(c)           The Vendor has duly and validly authorized this Agreement and the transactions contemplated hereby, including the sale of the Purchased Shares to the Purchaser, all actions required by Vendor under the laws of its jurisdiction of organization and its governing documents required for the sale of the Purchased Shares have been taken, and the resolutions adopted by the Vendor to evidence such authorization have been duly adopted and have not since their adoption been modified, amended, rescinded or withdrawn in any respect.
 
(d)           The Vendor owns good and valid title to, and is the sole record and beneficial owner of, the Purchased Shares, free and clear of all security interests, pledges, charges, claims, options, restrictions, liens and encumbrances of any nature, including any rights of third parties in or to such Purchased Shares.  The Vendor has the full and unrestricted right and power to sell and deliver the Purchased Shares to the Purchaser pursuant to this Agreement.
 
(e)           Upon delivery to the Purchaser of the evidence of delivery of ownership of the Purchased Shares to be sold to the Purchaser hereunder, the Purchaser will acquire good and valid title to the Purchased Shares, free and clear of all security interests, pledges, charges, claims, options, restrictions, liens and encumbrances of any nature or restrictions on transfer under applicable securities laws (other than restrictions created by or through Purchaser), except that the Purchased Shares will have the status of “restricted securities” as defined in Rule 144 under the U.S. Securities Act of 1933, as amended, and will bear the following legend:
 
THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’) AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF REQUESTED BY THE ISSUER, UPON THE HOLDER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
 
(f)           The Purchased Shares are not subject to any options, rights of first refusal or other preferential rights, proxies, voting trusts, voting agreements, stockholders agreements, commitments or other agreements.
 
(g)           This Agreement has been duly and validly executed and delivered by the Vendor, and constitutes a valid, binding and enforceable obligation of the Vendor, enforceable against the Vendor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity.
 
(h)           The execution and delivery of this Agreement by the Vendor and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby, will not:  (i) conflict with or violate the organizational documents of the Vendor; (ii) require any consent, approval, order or authorization of or other action by any governmental authority that
 
 
 
- 2 -
 
 
has jurisdiction over the parties; (iii) require any consent by or approval of or notice to any other person or entity (other than a governmental authority); or (iv) result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of any agreement, contract or arrangement, or any judgment, writ, order or decree to which the Vendor is a party or by which the Vendor, its properties or assets, or the Purchased Shares, may be subject, bound or affected.
 
(i)           There is no action, suit, claim, investigation or proceeding pending, or to the knowledge of the Vendor threatened, against the Vendor relating to the Purchased Shares or the transactions contemplated by this Agreement and, to Vendor’s knowledge, no basis exists for any such action.
 
(j)           The Vendor is not bound by or subject to any agreement, contract or arrangement with any person that could result in the Purchaser being obligated to pay any finder’s fee, broker’s fee, agent’s fee or other similar fees or commissions in connection with this Agreement or the sale of the Purchased Shares to the Purchaser.
 
(k)           The Vendor has not provided to the Purchaser, orally or in writing, any material, non-public information with respect to NC, its business, operations, finances, properties, assets or prospects.
 
5.
This Agreement is binding.
 
6.
Each party will execute and deliver all such further documents and instruments and do all such further acts and things as may be reasonably required to carry out the full meaning and intent of this Agreement.
 
7.
This Agreement may not be amended or modified in any respect, except by the mutual written agreement of the parties hereto.
 
8.
This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, arrangements and understandings of the parties in connection with such subject matter.
 
9.
Each party acknowledges and confirms that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to specific performance, an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.
 
10.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  This Agreement may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and a signature by facsimile, portable
 
 
 
- 3 -
 
 
 
 
document format (.pdf) or other electronic transmission shall be as effective and binding as delivery of a manually executed original signature.
 
11.
This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the Federal laws of Canada applicable therein, without regard to the conflicts of laws therein, and each party hereby irrevocably attorns to the courts located in the Province of British Columbia for such purposes.
 
12.
Each party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of British Columbia, Canada, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
 
13.
Each party irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph 13.  Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
 
14.
Each party hereto irrevocably consents to service of process by the delivery of written notice to the address of each party set forth in this Agreement.  Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.
 
15.
This Agreement shall bind and inure to the benefit of and be enforceable by and against the parties hereto and their respective successors and assigns.
 
 
remainder of this page intentionally blank
 

 
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
GOLD FIRST INVESTMENTS LIMITED
 
 
By:           /s/ Philip O’Neill                                                                               
Authorized Signatory
 
Name:  Philip O’Neill
 
 
RESOURCE CAPITAL FUND VI L.P.
 
By:           Resource Capital Associates VI L.P.,
         General Partner
By:           RCA VI GP Ltd.,
General Partner
 
 
By:           /s/ Catherine J. Boggs                                                                          
Authorized Signatory
 
Name: Catherine J. Boggs, General Counsel
 

 
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EX-99.2 3 ex99_2.htm JOINT FILING AGREEMENT ex99_2.htm
EXHIBIT 99.2
 

 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the common shares of NovaCopper Inc., a corporation existing under the laws of the Province of British Columbia, Canada, beneficially owned by the undersigned; and (ii) that this agreement be included as Exhibit 99.2 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other.

IN WITNESS WHEREOF, the undersigned have executed this agreement.

Dated:  December 23, 2015


 
GOLD FIRST INVESTMENTS LIMITED
   
 
By:          /s/ Andrew P. Burgin                         
 
Name: Andrew P. Burgin
 
Title:   Director
   
 
NOTELA RESOURCE ADVISORS LTD.
   
 
By:          /s/ Philip O'Neill                                    
 
Name: Philip O’Neill
 
Title: Director
   
 
LAKEVIEW GROUP HOLDINGS LIMITED
   
 
By:          /s/ Kevin O'Shaughnessy                  
 
Name: Kevin O'Shaughnessy
 
Title:   Director