6-K

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of JULY, 2012

Commission File Number: 001-35447

NOVACOPPER INC.
(Translation of registrant's name into English)

Suite 2300, 200 Granville Street , Vancouver, British Columbia, Canada, V6C 1S4
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[] Form 20-F   [ x ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

99.1	Interim Consolidated Financial Statements for the Period Ended May 31, 2012
99.2	Management's Discussion and Analysis for the Period Ended May 31, 2012
99.3	Form 52-109F2 Certification of Interim Filings - Full Certificate - CEO
99.4	Form 52-109F2 Certification of Interim Filings - Full Certificate - CFO
99.5	News Release dated July 10, 2012
99.6	Consent of Scott Petsel dated July 10, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NOVACOPPER INC.
	(Registrant)
Date: July 10, 2012	By:	/s/ Elaine Sanders
		Elaine Sanders
	Title:	Chief Financial Officer and Corporate Secretary

EX-99.1

NovaCopper Inc.
(an exploration-stage company)

Interim Consolidated Financial Statements
May 31, 2012
Unaudited
(expressed in US dollars)

Table of Contents

Consolidated Balance Sheets	3
Consolidated Statements of Loss, Comprehensive Loss and Deficit	4
Consolidated Statements of Changes in Shareholders’ Equity	5
Consolidated Statements of Cash Flows	6
Notes to the Interim Consolidated Financial Statements	7

NovaCopper Inc.	2
Q2 2012

Consolidated Balance Sheets
(unaudited)

in thousands of dollars
	May 31, 2012		November 30, 2011
	$		$
Assets
Current assets
Cash and cash equivalents	38,696		1
Accounts receivable	122		-
Deposits and prepaid amounts	699		96
	39,517		97
Plant and equipment (note 3)	2,094		1,128
Mineral properties and development costs (note 4)	30,547		30,547
	72,158		31,772
Liabilities
Current liabilities
Accounts payable and accrued liabilities	1,708		126
Due to related parties (note 5)	244		395
	1,952		521
Shareholders’ equity
Share capital (note 6)	92,137		27,280
Contributed surplus (note 6(a))	12,180		36,281
Contributed surplus – stock-based compensation (note 6(b))	8,817		-
Deficit	(42,928	)	(32,310	)
	70,206		31,251
	72,158		31,772

Nature of operations, structure, and plan of arrangement (note 1)

(See accompanying notes to the interim consolidated financial statements)

/s/ Rick Van Nieuwenhuyse, Director /s/ Terry Krepiakevich, Director

Approved on behalf of the Board of Directors

NovaCopper Inc.	3
Q2 2012

Consolidated Statements of Loss, Comprehensive Loss and Deficit
(unaudited)

in thousands of dollars, except share and per share amounts
	For the three months ended				For the six months ended				Cumulative
	May 31, 2012		May 31, 2011		May 31, 2012		May 31, 2011		during
	$		$		$		$		exploration
									stage
									$
Expenses
Amortization	168		53		286		57		569
Corporate development	56		38		57		51		229
Foreign exchange loss	16		-		14		-		14
General and administrative	727		14		752		15		2,881
Mineral properties expense (note 4(c))	2,421		2,433		3,058		2,778		30,094
Professional fees	143		8		144		9		255
Salaries	738		-		822		-		871
Salaries – stock-based compensation	5,494		-		5,494		-		5,494
Total expenses	9,763		2,546		10,627		2,910		40,407
Other items
Accretion expense (note 4(a))	-		208		-		488		2,530
Interest income	(10	)	-		(9	)	-		(9	)
Loss and comprehensive loss for the period	9,753		2,754		10,618		3,398		42,928
Deficit – beginning of period	(33,175	)	(21,618	)	(32,310	)	(20,974	)	-
Deficit – end of period	(42,928	)	(24,372	)	(42,928	)	(24,372	)	(42,928	)
Basic and diluted loss per common share	$0.62		$74,432		$1.34		$178,842
Weighted average number of common shares outstanding	15,720, 171		37		7,946,559		19

(See accompanying notes to the interim consolidated financial statements)

NovaCopper Inc.	4
Q2 2012

Consolidated Statements of Changes in Shareholders’ Equity
For the six month periods ended
(unaudited)

in thousands of dollars, except share amounts
		May 31, 2012
	Number of shares	Ascribed value
		$
Share capital
Balance – beginning of period	200	27,280
Issued pursuant to Plan of Arrangement	46,577,878	64,496
Issued pursuant to an employment agreement	76,005	316
Issued on exercise of options	7,162	45
Balance – end of period	46,661,245	92,137
Contributed surplus
Balance – beginning of period		36,281
Funding provided and expenses paid by NovaGold Resources Inc.		43,763
Transfer to share capital on completion of Plan of Arrangement		(64,496	)
Transfer to contributed surplus – stock-based compensation		(3,368	)
Balance – end of period		12,180
Contributed surplus – stock-based compensation
Balance – beginning of period		-
Transfer from contributed surplus on completion of Plan of Arrangement		3,368
Vesting of stock option grants		5,494
Exercise of options		(45	)
Balance – end of period		8,817
Deficit
Balance – beginning of period		(32,310	)
Loss for the period		(10,618	)
Balance – end of period		(42,928	)
Total shareholders’ equity		70,206

in thousands of dollars, except share amounts
		May 31, 2011
	Number of shares	Ascribed value
		$
Share capital
Balance – beginning of period	-	-
Issued pursuant to incorporation	100	-
Balance – end of period	100	-
Contributed surplus
Balance – beginning of period		24,270
Stock-based compensation		146
Funding provided and expenses paid by NovaGold Resources Inc.		16,186
Balance – end of period		40,602
Deficit
Balance – beginning of period		(20,974	)
Loss for the period		(3,398	)
Balance – end of period		(24,372	)
Total shareholder’s equity		16,230

(See accompanying notes to the interim consolidated financial statements)

NovaCopper Inc.	5
Q2 2012

Consolidated Statements of Cash Flows
(unaudited)

					in thousands of dollars
	For the three months ended				For the six months ended
	May 31, 2012		May 31, 2011		May 31, 2012		May 31, 2011		Cumulative
	$		$		$		$		during
									exploration
									stage
									$
Cash flows used in operating activities
Loss for the period	(9,753	)	(2,754	)	(10,618	)	(3,398	)	(42,928	)
Items not affecting cash
Amortization	168		53		286		57		589
Accretion	-		208		-		488		2,530
Issuance of shares as	316		-		316		-		316
compensation
Stock-based compensation	5,494		34		5,494		147		6,606
Net change in non-cash working
capital
Increase in accounts receivable	(122	)	-		(122	)	-		(122	)
Increase in deposits and prepaid         amounts	(432	)	(83	)	(603	)	(240	)	(685	)
Increase (decrease) in accounts         payable and accrued liabilities	1,763		60		1,374		(45	)	1,816
	(2,566	)	(2,482	)	(3,873	)	(2,991	)	(31,878	)
Cash flows from financing activities
Funding provided by NovaGold on     the completion of the Plan of     Arrangement	40,000		-		40,000		-		40,000
Funding provided and expenses paid     by NovaGold	2,161		3,641		3,763		16,186		61,256
Repayment of notes payable	-		-		-		(12,000	)	(24,000	)
	42,161		3,641		43,763		4,186		77,256
Cash flows used in investing activities
Acquisition of plant & equipment	(1,195	)	(1,159	)	(1,195	)	(1,195	)	(2,606	)
Acquisition of mineral properties	-		-		-		-		(4,076	)
	(1,195	)	(1,159	)	(1,195	)	(1,195	)	(6,682	)
Increase in cash and cash equivalents	38,400		-		38,695		-		38,696
Cash and cash equivalents –     beginning of period	296		-		1		-		-
Cash and cash equivalents –     end of period	38,696		-		38,696		-		38,696

(See accompanying notes to the interim consolidated financial statements)

NovaCopper Inc.	6
Q2 2012

Notes to the Interim Consolidated Financial Statements

1    Nature of operations, structure, and plan of arrangement

NovaCopper Inc. (“NovaCopper”) was incorporated in British Columbia under the Business Corporations Act (BC) on April 27, 2011. The Company is engaged in the exploration and development of mineral properties including the Ambler Project located in Northwest Alaska.

In April 2012, NovaCopper Inc. was listed on the Toronto Stock Exchange and the NYSE-MKT (previously NYSE-AMEX) under the symbol “NCQ” following a positive vote from the shareholders of NovaGold Resources Inc. (“NovaGold”) to distribute the shares of NovaCopper, a wholly owned subsidiary, to the shareholders of NovaGold as a return of capital by way of a Plan of Arrangement (the “Plan of Arrangement”).

Structure and plan of arrangement

The Ambler Project (the “Project”) comprises a copper-zinc-lead-gold-silver exploration property located in the United States of America (“US”), including the Ambler property and the Bornite property. On January 11, 2010, Alaska Gold Company (“AGC”), a wholly owned subsidiary of NovaGold, purchased 100% of the Ambler property for consideration of $29 million. The Ambler property was acquired on October 17, 2011 by NovaCopper US Inc. (“NovaCopper US”) through a purchase and sale agreement with AGC. NovaGold is a precious metals company engaged in the exploration and development of mineral properties in North America with a portfolio of mineral properties located principally in Alaska and British Columbia. On October 24, 2011, NovaGold transferred its ownership of NovaCopper US to NovaCopper, a wholly owned subsidiary of NovaGold, in exchange for shares of NovaCopper.

On October 19, 2011, NovaCopper US acquired the exclusive right to explore the Bornite property and lands deeded to NANA Regional Corporation, Inc. (“NANA”) through the Alaska Native Claims Settlement Act (“ANCSA”) located adjacent to the Ambler property.

Where applicable, these consolidated financial statements reflect the balance sheet, statements of loss, comprehensive loss and deficit and cash flows of the Project as if NovaCopper had been an independent operation from the inception of the Project. The statements of loss, comprehensive loss and deficit for the three and six months ended May 31, 2011 include direct general and administrative and exploration costs of the Project and an allocation of NovaGold’s general and administrative costs incurred in each of these periods. NovaGold has historically provided corporate services to the Project, including executive oversight, information technology, technical expertise, accounting, tax, treasury, human resources and other services. The allocation of general and administrative costs to the Project was calculated on the basis of time committed by NovaGold staff to AGC and the ratio of expenses incurred on the Project in each period presented as compared to all costs incurred by AGC in these periods.

The Project’s opening deficit has been calculated by applying the same allocation principles described above to the cumulative transactions relating to the project from the date of its initial option in 2004 and includes an allocation of NovaGold’s general and administrative expenses from the date of acquisition. All historical spending prior to April 30, 2012 was funded by NovaGold.

2    Significant accounting policies

Basis of presentation

These interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of NovaCopper Inc. and its subsidiary, NovaCopper US Inc. All significant intercompany transactions are eliminated on consolidation. These financial statements were approved by the Audit Committee on behalf of the Board of Directors for issue on July 5, 2012.

These interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for complete financial statements, and should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the year ended November 30, 2011.

All figures are in United States dollars unless otherwise noted.

NovaCopper Inc.	7
Q2 2012

Notes to the Interim Consolidated Financial Statements

Change in accounting principles

Previously, the Company prepared its annual and interim consolidated financial statements using accounting principles generally accepted in Canada (“Canadian GAAP”). As described in note 10 of the Company’s annual financial statements for the year ended November 30, 2011, there were no measurement differences between Canadian GAAP and U.S. GAAP. As of December 1, 2011, the Company changed its accounting principles to U.S. GAAP retrospectively.

These financial statements include the historical assets, liabilities and expenses directly related to the Project and allocations of NovaGold’s general and administrative expenses, as described in note 1, to present the financial position, results of operations and cash flows of the Project on a standalone basis. The consolidated financial statements have been presented under the continuity of interest basis of accounting whereby the amounts are based on the amounts recorded by NovaGold.

The interim consolidated financial statements may not necessarily reflect the financial position, results of operations and changes in cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity for the periods presented.

Cash and cash equivalents

Cash and cash equivalents comprise of highly liquid investments maturing less than 90 days from date of initial investment. Cash and cash equivalents are designated as loans and receivables.

Plant and equipment

Plant and equipment are recorded at cost and amortization begins when the asset is substantially put into service. Amortization is calculated on a straight-line basis over the respective assets’ estimated useful lives. Amortization periods by asset class are:

Computer hardware and software	3 years
Machinery and equipment	3 years
Office furniture and equipment	5 years
Vehicles	3 years

Mineral properties and development costs

All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been established that a mineral deposit is commercially mineable and an economic analysis has been completed in accordance with Industry Guide 7, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized and will be amortized against production following commencement of commercial production using the unit of production method over the estimated life of proven and probable reserves.

The acquisition of title to mineral properties is a complicated and uncertain process. The Company has taken steps, in accordance with industry standards, to verify the mineral property in which it has an interest. Although Management has made efforts to ensure that legal title to its property is properly recorded, there can be no assurance that such title will ultimately be secured.

Impairment of long-lived assets

Management assesses the possibility of impairment in the carrying value of its long-lived assets whenever events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. Management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other mineral resources, and operating, capital and reclamation costs. When the carrying value of an asset exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value, which is usually determined using discounted future cash flows. Management’s estimates of mineral prices, mineral resources, foreign exchange, production levels and operating capital and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect Management’s estimates.

NovaCopper Inc.	8
Q2 2012

Notes to the Interim Consolidated Financial Statements

Income taxes

The liability method of accounting for income taxes is used and is based on differences between the accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes using enacted income tax rates expected to be in effect for the period in which the differences are expected to reverse. Deferred income tax assets are evaluated and, if realization is not considered more likely than not, a valuation allowance is provided.

Uncertainty in income tax positions

The Company recognizes tax benefits from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. Related interest and penalties, if any, are recorded as tax expense in the tax provision.

Financial instruments

Held-for-trading financial assets and liabilities are recorded at fair value as determined by active market prices and valuation models, as appropriate. Valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining these assumptions, Management uses readily observable market inputs where available or, where not available, inputs generated by Management. Changes in fair value of held-for-trading financial instruments are recorded in income or loss for the period. The Company has no held-for-trading financial assets or liabilities.

Available-for-sale financial assets are recorded at fair value as determined by active market prices. Unrealized gains and losses on available-for-sale investments are recognized in other comprehensive income. If a decline in fair value is deemed to be other than temporary, the unrealized loss is recognized in net earnings. Investments in equity instruments that do not have an active quoted market price are measured at cost. The Company has no available-for-sale financial assets.

Loans and receivables are recorded initially at fair value, net of transaction costs incurred, and subsequently at amortized cost using the effective interest rate method. Loans and receivables consist of cash and cash equivalents, and deposits.

Other financial liabilities are recorded initially at fair value and subsequently at amortized cost using the effective interest rate method. Other financial liabilities include accounts payable and accrued liabilities, and due to related parties.

Translation of foreign currencies

Monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date, and non-monetary assets and liabilities at the exchange rate in effect at the time of acquisition or issue. Revenues and expenses are translated at rates approximating the exchange rate in effect at the time of transactions. Exchange gains or losses arising on translation are included in income or loss for the period.

The Company’s functional and reporting currency is the United States dollar.

NovaCopper Inc.	9
Q2 2012

Notes to the Interim Consolidated Financial Statements

Loss per share

Loss per common share is calculated based on the weighted average number of common shares outstanding during the period. The Company follows the treasury stock method in the calculation of diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period. Since the Company has losses, the exercise of outstanding convertible securities has not been included in this calculation as it would be anti-dilutive.

Stock-based compensation

Compensation expense for options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected dividend yield and the risk-free interest rate over the expected life of the option. The cost is recognized using the graded attribution method over the vesting period of the respective options. The expense relating to the fair value of stock options is included in expenses and is credited to contributed surplus.

Use of estimates and measurement uncertainties

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the reported period. Significant estimates include the basis of impairment of mineral properties and income taxes. Actual results could differ materially from those reported.

Recent accounting pronouncements

i.	Share-based payments and exercise price
	The Financial Accounting Standards Board (“FASB”) issued accounting standard update (“ASU”) to Topic 718 which provides guidance on whether a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades should be classified as a liability when the exercise price is not denominated in either a foreign operation’s functional currency or the currency in which an employee’s pay is denominated. The guidance clarifies that if a share-based payment award with an exercise price denominated in a currency of a market in which a substantial portion of the entity’s equity securities trade, it would not be considered to contain a condition that is not a market, performance or service condition that would require classification as a liability if it otherwise qualifies for equity classification. This guidance is effective for interim and annual periods beginning after December 15, 2010 and is effective for the Company beginning December 1, 2011. Adoption of this guidance had no impact on the Company’s interim consolidated financial statements.
ii.	Presentation of comprehensive income
	In June 2011, the FASB issued an update to Topic 220, “Presentation of Comprehensive Income”. This ASU provides that an entity that reports items of other comprehensive income has the option to present comprehensive income in either 1) a single statement that presents the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income; or 2) a two-statement approach which presents the components of net income and total net income in a first statement, immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The option in current U.S. GAAP that permits the presentation of other comprehensive income in the statement of changes in equity was eliminated. The guidance will be applied retrospectively and is effective for annual periods beginning after December 15, 2011. Early adoption is permitted. The Company has elected to early adopt the guidance effective December 1, 2011. The Company’s current one-statement approach resulted in no impact to presentation.

NovaCopper Inc.	10
Q2 2012

Notes to the Interim Consolidated Financial Statements

iii.

Comprehensive income

In December 2011, the FASB issued “Comprehensive Income – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). ASU 2011-12 defers changes in Update 2011-05 that relate to the presentation of reclassification adjustments. ASU 2011-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 (year ending November 30, 2013 for the Company). We do not expect the adoption of ASU 2011-12 to have a material impact on our results of operations, financial condition, or cash flows.

3    Plant and equipment

			May 31, 2012
		Accumulated
	Cost	amortization	Net
	$	$	$
Alaska, USA
Machinery and equipment	2,475	(552)	1,923
Vehicles	228	(61)	167
Computer hardware	31	(27)	4
	2,734	(640)	2,094

			in thousands of dollars
			November 30, 2011
		Accumulated
	Cost	amortization	Net
	$	$	$
Alaska, USA
Machinery and equipment	1,379	(279)	1,100
Vehicles	72	(49)	23
Computer hardware	31	(26)	5
	1,482	(354)	1,128

4    Mineral properties and development costs

			in thousands of dollars
	November 30, 2011	Acquisition costs	May 31, 2012
	$	$	$
Ambler property (a)	26,547	-	26,547
Bornite property (b)	4,000	-	4,000
	30,547	-	30,547

			in thousands of dollars
	November 30, 2010	Acquisition costs	November 30, 2011
	$	$	$
Ambler property (a)	26,547	-	26,547
Bornite property (b)	-	4,000	4,000
	26,547	4,000	30,547

(a)

Ambler property

On January 11, 2010, NovaGold, through its wholly-owned subsidiary AGC, purchased 100% of the Ambler property in Northwest Alaska, which hosts the copper-zinc-lead-gold-silver Arctic deposit. As consideration, NovaGold, issued 931,098 shares with a fair value of $5.0 million and agreed to make cash payments to the vendor of $12.0 million each in January 2011 and January 2012, respectively, for total consideration of $29.0 million. The fair value of these cash payments were $11.1 million and $10.3 million, respectively, at the transaction date valued using a discount rate of approximately 8%. The January 2011 payment was made by NovaGold on January 7, 2011 and the January 2012 payment was made by NovaGold in advance on August 5, 2011. Total fair value of the consideration was $26.5 million, including transaction costs associated with the acquisition of $0.1 million. The vendor retained a 1% net smelter return royalty that the owner of the property can purchase at any time for a one-time payment of $10.0 million.

NovaCopper Inc.	11
Q2 2012

Notes to the Interim Consolidated Financial Statements

	The Project recognized accretion expense of $nil for the three and six months ended May 31, 2012, $0.2 million for the three months ended May 31, 2011 and $0.5 million for the six months ended May 31, 2011.
	Prior to the acquisition in 2010, NovaGold held an option to earn a 51% interest in the property which was terminated upon entering into the purchase and sale agreement.
	As discussed in note 1, the property was acquired on October 17, 2011 by NovaCopper US through a purchase and sale agreement with AGC.
(b)	Bornite property
	On October 19, 2011, NovaCopper US acquired the exclusive right to explore the Bornite property and lands deeded to NANA through the ANCSA, located adjacent to the Ambler property in Northwest Alaska. As consideration, NovaCopper US paid $4 million upon signing to acquire the right to explore and develop the combined Ambler district including NovaCopper US’ Ambler property through an Exploration Agreement and Option to Lease with NANA. Upon the decision to proceed with development of a mine on the lands, NANA maintains the right to purchase between a 16%-25% interest in the mine or retain a 15% net proceeds royalty. Should NANA elect to purchase an interest, consideration will be payable equal to the historical costs incurred on the properties at the elected percentage purchased less $40 million. The parties would form a joint venture and be responsible for all future costs based on their pro-rata share.
	NANA would also be granted a net smelter return royalty between 1% and 2.5% upon the execution of a mining lease or a surface use agreement, the amount which is determined by the area of land production originates from.
(c)	Mineral properties expense
	The following table summarizes mineral properties expense for the three and six months ended May 31, 2012 and 2011.

			in thousands of dollars
	Three months	Three months	Six months	Six months
	ended	ended	ended	ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
	$	$	$	$
Community	73	-	93	-
Drilling	378	75	378	75
Engineering	103	209	282	233
Environmental	44	-	68	-
Geochemistry and geophysics	13	-	47	1
Land and permitting	4	-	18	-
Project support	1,086	1,423	1,126	1,428
Stock-based compensation	-	33	-	147
Wages and benefits	720	693	1,046	894
Mineral property expense	2,421	2,433	3,058	2,778

Cumulative mineral properties expense from an initial earn-in agreement on the property in 2004 to May 31, 2012 is $30.1 million.

NovaCopper Inc.	12
Q2 2012

Notes to the Interim Consolidated Financial Statements

5    Related parties

Expenses to April 30, 2012 were funded by NovaGold and its affiliates. NovaGold is a related party with directors in common. During May 2012, NovaGold and its affiliates provided management and office services totaling $162,000 to the Company, including rent and a one-time set-up fee of $49,000 pursuant to a Services Agreement.

During the quarter ended May 31, 2012, the Company provided exploration and management services in the amount of $7,000 to NovaGold under the Services Agreement.

The Company had accounts receivable of $24,000 at May 31, 2012 due from NovaGold Resources Inc. (“NovaGold”). The Company had payables due to related parties of $244,000 at May 31, 2012 and $395,000 at November 30, 2011 due to NovaGold Resources Inc. and its affiliates. The amount due at November 30, 2011 was capitalized as part of NovaGold’s funding of NovaCopper prior to the Effective Date of the Plan of Arrangement.

6    Share capital

Authorized:
     unlimited common shares, no par value

in thousands of dollars except share amounts
		May 31, 2012
	Number of shares	Ascribed value
		$
Balance – beginning of period	200	27,280
Issued pursuant to Plan of Arrangement	46,577,878	64,496
Issued pursuant to employment agreement	76,005	316
Issued on exercise of options	7,162	45
Balance – end of period, issued and outstanding	46,661,245	92,137

On March 28, 2012, the shareholders of NovaGold approved the Plan of Arrangement in which NovaGold would distribute its interest in NovaCopper to its shareholders on the basis that each shareholder would receive one share in NovaCopper for every six shares of NovaGold held on the record date. On April 30, 2012 (the “Effective Date”), the Plan of Arrangement became effective in which the Company distributed a total of 46,578,078 common shares, including shares held by NovaGold, to shareholders of record of NovaGold as at the close of business on April 27, 2012.

Concurrent with completion of the Plan of Arrangement, the Company issued 76,005 shares to the CEO as part of his employment agreement.

(a)    Commitment

Under the Plan of Arrangement, NovaCopper has committed to issue up to 6,181,352 common shares to satisfy holders of NovaGold warrants, performance share units (“PSUs”) and deferred shares units (“DSUs”) on record as of the close of business April 27, 2012 on the same basis as NovaGold shareholders under the Plan of Arrangement. The amount of $12.2 million recorded in contributed surplus represents a pro-rated amount of the historical NovaGold investment based on the fully diluted number of common shares at the time the Arrangement became effective. When a warrant is exercised or a unit becomes vested, NovaCopper has committed to deliver one common share to the holder for every six shares of NovaGold the holder is entitled to receive, round down to the nearest whole number.

As of the Effective Date, there were 36.5 million NovaGold warrants, 355,800 performance share units of which the NovaGold shares that may be issued vary between 0% and 150% of the number of PSUs granted, and 24,833 deferred share units outstanding.

NovaCopper Inc.	13
Q2 2012

Notes to the Interim Consolidated Financial Statements

(b)     Stock options

The Company has a stock option plan providing for the issuance of options at a rolling maximum number that shall not be greater than 10% of the issued and outstanding common shares of the Company at any given time. The Company may grant options to its directors, officers, employees and service providers. The exercise price of each option cannot be lower than the market price of the shares at the date of the option grant. The number of shares optioned to any single optionee may not exceed 5% of the issued and outstanding shares at the date of grant. The options are exercisable for a maximum of five years from the date of grant, and may be subject to vesting provisions. The Company recognizes compensation cost using the graded attribution method over the respective vesting period for the stock options.

Under the Plan of Arrangement, holders of NovaGold stock options received one option in NovaCopper for every six options held in NovaGold. The exercise price of the options in NovaCopper was determined based on the relative fair values of NovaCopper and NovaGold based on the volume weighted-average trading prices on the Toronto Stock Exchange for the five trading days commencing on the sixth trading day following the Effective Date. All other terms of the options remained the same. A total of 2,189,040 options to acquire NovaCopper shares were granted under the Arrangement.

The fair value of the stock options under the Plan of Arrangement has been estimated using an option pricing model. Assumptions used in the pricing models are as provided below.

	Six months ended
	May 31, 2012
Average risk-free interest rate	1.34-1.44%
Exercise price	CDN$0.55-10.67
Expected life	0.1-3.0 years
Expected volatility	50.5-61.3%
Expected dividends	Nil

For the period ended May 31, 2012, 25,000 options were exercised at a weighted average exercise price of CDN$2.32.

On the Effective Date, 950,000 incentive stock options were granted to certain of its employees and service providers exercisable for a period of five years at a 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, with one-third vesting immediately, one-third vesting on the first anniversary and one third vesting on the second anniversary. 2,850,000 incentive stock options were granted to officers on the same pricing and expiry terms as described above, with two-thirds vesting on the first anniversary and one third vesting on the second anniversary. An initial grant of 2,000,000 options to non-executive directors has been granted and vested on the Effective Date exercisable for a period of five years on the same pricing terms as described above.

The fair value of the stock options recognized in the period has been estimated using an option pricing model. Assumptions used in the pricing model for the period are as provided below.

	Six months ended
	May 31, 2012
Average risk-free interest rate	1.44%
Exercise price	CDN$3.11
Expected life	3.0 – 5.0 years
Expected volatility	60.6-101.32%
Expected dividends	Nil

The Black-Scholes and other option pricing models require the input of highly subjective assumptions. As NovaCopper has no history of granting stock options prior to April 30, 2012, the Company considered historical information from NovaGold in estimating the expected life of the options granted during the period. Further, volatility was estimated based upon historical price observations of NovaGold over the expected term of the options.

NovaCopper Inc.	14
Q2 2012

Notes to the Interim Consolidated Financial Statements

For the period ended May 31, 2012, the Company granted 5,800,000 stock options at a weighted average fair value of $2.45 and recognized a share-based payments charge of $5.5 million for options granted to directors, employees and services providers, net of forfeitures.

As of May 31, 2012, there were 3,380,014 non-vested options outstanding with a weighted average exercise price of CDN$3.11 and 314,764 non-vested NovaGold arrangement options outstanding with a weighted average exercise price of CDN$5.77; the non-vested stock option expense not yet recognized was $9.0 million; and this expense is expected to be recognized over the next two years.

7    Management of capital risk

The Company relies upon Management to manage capital in order to accomplish the objectives of safeguarding the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and maintain a capital structure which optimizes the costs of capital at an acceptable risk (note 1). The Company’s current capital consists of share capital and equity funding received from its prior owner, NovaGold Resources Inc.

As the Company is currently in the exploration phase none of its financial instruments are exposed to commodity price risk; however, the Company’s ability to obtain long-term financing and its economic viability may be affected by commodity price volatility.

To facilitate the management of its capital requirements, Management prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

8    Financial instruments

The Company is exposed to a variety of risks arising from financial instruments. These risks and management’s objectives, policies and procedures for managing these risks are disclosed as follows.

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, and due to related parties. The fair value of accounts payable and accrued liabilities and due to related parties approximates their carrying value due to the short-term nature of their maturity.

Financial risk management

The Company’s activities expose them to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk.

(a)    Currency risk

Currency risk is the risk of a fluctuation in financial asset and liability settlement amounts due to a change in foreign exchange rates. The Company operates in the United States and Canada with some expenses incurred in Canadian dollars. The Company’s exposure is limited to cash of CDN$1.1 million, accounts receivable of CDN$37,000 and accounts payable of CDN$392,000. Based on a 10% change in the US-Canadian exchange rate, assuming all other variables remain constant, the Company’s net loss would change by approximately $65,000.

(b)    Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company holds cash and cash equivalents with a Canadian Chartered financial institution which are composed of financial instruments issued by Canadian banks. The Company’s accounts receivable consist of HST receivable from the Federal Government of Canada, amounts due from related parties and receivables due for camp and management services provided to other parties. The Company’s exposure to credit risk is limited to the balance of cash and cash equivalents and accounts receivable as recorded in the financial statements.

NovaCopper Inc.	15
Q2 2012

Notes to the Interim Consolidated Financial Statements

(c)    Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties raising funds to meet its financial obligations as they fall due. The Company is in the exploration stage and does not have cash inflows from operations; therefore, the Company manages liquidity risk through the management of its capital structure and financial leverage as outlined in notes 1 and 7 to the consolidated financial statements.

Contractually obligated cash flow requirements as at May 31, 2012 are as follows.

			in thousands of dollars
	Total	< 1 Year	1–2 Years	2–5 Years	Thereafter
	$	$	$	$	$
Accounts payable and accrued liabilities	1,708	1,708	-	-	-
Due to related parties	244	244
	1,952	1,952	-	-	-

(d)    Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds excess cash balances in money market funds which limits the risk of loss due to interest rate changes to $nil.

NovaCopper Inc.	16
Q2 2012

EX-99.2

NovaCopper Inc.

Second Quarter 2012
Management’s Discussion & Analysis

May 31, 2012

Unaudited
(expressed in US dollars)

Table of Contents

Management’s Discussion and Analysis	3
General	3
Description of business	3
Corporate developments	3
Property review	4
Current activities	5
Summary of quarterly results	5
Selected financial data	6
Liquidity and capital resources	7
Related party transactions	7
Financial instruments	8
New accounting pronouncements	8
Risk factors	9
Disclosure controls and procedures	9
Internal control over financial reporting	10
Changes in internal control over financial reporting	10
Cautionary notes	10

2	NovaCopper Inc.
	Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

General

This Management’s Discussion and Analysis (“MD&A”) of NovaCopper Inc. (“NovaCopper” or “the Company”) is dated July 5, 2012 and provides an analysis of NovaCopper’s unaudited financial results for the quarter ended May 31, 2012 compared to the quarter ended May 31, 2011.

The following information should be read in conjunction with the Company’s May 31, 2012 unaudited interim consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The Company adopted U.S. GAAP on December 1, 2012 applied retrospectively. Previously, the Company reported under Canadian generally accepted accounting principles (“Canadian GAAP”). There were no measurement differences on adoption at December 1, 2012. The MD&A should also be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended November 30, 2011, which were prepared in accordance with Canadian GAAP and reconciled to U.S. GAAP. A summary of the U.S. GAAP accounting policies are outlined in note 2 of the unaudited interim consolidated financial statements. All amounts are in United States dollars unless otherwise stated.

Scott Petsel, P.Geo., an employee of the Company, Ambler Project Manager, and a qualified person under 43-101 Standards of Disclosure for Mineral Projects, has approved the scientific and technical information in the MD&A.

The Company’s shares are listed on the Toronto Stock Exchange (“TSX”) and the NYSE-MKT (formerly NYSE-AMEX) under the symbol “NCQ”. Additional information related to NovaCopper is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Description of business

NovaCopper is a base metals exploration company focused on exploring and developing the Ambler mining district in Alaska, U.S.A. The Company conducts its operations through a wholly-owned subsidiary, NovaCopper US Inc. (“NovaCopper US”). The Company’s Ambler project consists of the 100% owned Ambler property which hosts the Arctic copper-zinc-lead-gold-silver deposit and the Bornite property acquired through a collaborative long-term agreement with NANA Regional Corporation, Inc. (“NANA”), a Regional Alaska Native Corporation. The Company is primarily focused on copper properties, some of which also have significant zinc, lead, gold and silver resources. In addition, NovaCopper’s principal properties are located in Alaska, a region with low geopolitical risk that has a long history of mining, established permitting standards and governments supportive of resource development. NovaCopper has drawn on the expertise of its management and Board of Directors with their years of experience at NovaGold Resources Inc. (“NovaGold”). The Company is focused on continuing to identify high-grade mineralization with additional exploration planned in 2012.

Corporate developments

Public listing

On April 25, 2012, NovaCopper began trading on the TSX in Canada and NYSE-MKT (formerly NYSE-AMEX) in the United States.

On March 28, 2012, the securityholders of NovaGold voted in favor of the special resolution approving the announced spin-out of NovaCopper Inc., and its wholly-owned subsidiary NovaCopper US. On April 30, 2012, 46,578,078 shares of NovaCopper were distributed to NovaGold shareholders such that each NovaGold shareholder of record on the effective date received one NovaCopper Share for every six common shares of NovaGold held. In accordance with the terms of the Arrangement, NovaCopper has committed to NovaGold to deliver up to 6,181,352 common shares to satisfy holders of NovaGold warrants, performance share units, and deferred shares units on record as of the close of business April 27, 2012 on the same basis as NovaGold shareholders received under the Plan of Arrangement at the time of exercise or vesting, as applicable. NovaCopper has been funded with cash of $40.0 million by NovaGold as part of the Plan of Arrangement.

Corporate governance

On January 9, 2012, Rick Van Nieuwenhuyse became NovaCopper’s President and Chief Executive Officer. Previously he was the President and Chief Executive Officer of NovaGold.

NovaCopper Inc.	3
Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

Property review

NovaCopper’s principal asset, the Ambler project, is located in the highly prospective Ambler District in Northwest Alaska. The Company’s Ambler project comprises a total of approximately 331,200 acres (134,032 hectares) consisting of the Ambler and Bornite properties.

Ambler

Ambler, which hosts the high-grade copper-zinc-lead-gold-silver Arctic deposit, is owned by NovaCopper US. Ambler is an exploration-stage property located in Northwestern Alaska comprising 90,315 acres (36,549 hectares) of Federal patented mining claims and State of Alaska mining claims, within which volcanogenic massive sulfide (“VMS”) mineralization has been found. On April 24, 2012, NovaCopper filed an updated preliminary economic assessment (“PEA”) for the Arctic deposit entitled “NI 43-101 Preliminary Economic Assessment, Ambler Project, Kobuk, AK” dated March 9, 2012 (with an effective date of February 1, 2012). The PEA included a mineral resource estimate for the Arctic deposit showing an indicated mineral resource of 19.4 million tonnes grading 4.05% copper, 5.81% zinc, 0.80 grams/tonne gold, and 59.55 grams/tonne silver containing 1.7 billion pounds of copper, 2.5 billion pounds of zinc, 415.1 million pounds of lead, 0.5 million ounces of gold, and 37.2 million ounces of silver. In addition, the estimate shows an inferred mineral resource of 11.4 million tonnes grading 3.47% copper, 4.84% zinc, 0.64 grams/tonne gold, and 46.75 grams/tonne silver containing 873.1 million pounds of copper, 1.2 billion pounds of zinc, 200.6 million pounds of lead, 0.2 million ounces of gold and 17.2 million ounces of silver. NovaCopper has entered into an agreement with NANA relating to the exploration and development of the Ambler project and which provides NANA with certain royalties and back-in rights in the event one or more mines are developed on the combined property.

On January 11, 2010, NovaGold purchased 100% of the Ambler property. As consideration, NovaGold, issued 931,098 shares with a fair value of $5.0 million and agreed to make cash payments to the vendor of $12.0 million each in January 2011 and January 2012, respectively, for total consideration of $29.0 million. The fair value based on a discount rate of approximately 8% of these cash payments were $11.1 million and $10.3 million, respectively, at the transaction date. The January 2011 payment was made by NovaGold on January 7, 2011 and the January 2012 payment was made by NovaGold in advance on August 5, 2011. Total fair value of the consideration was $26.5 million, including transaction costs associated with the acquisition of $0.1 million. The vendor retained a 1% net smelter return royalty that the owner of the property can purchase at any time for a one-time payment of $10.0 million. Prior to the acquisition in 2010, NovaGold held an option to earn a 51% interest in the property which was terminated as part of the purchase and sale agreement.

The project’s Net Present Value (NPV_8%) using the PEA base case metal price assumptions set forth below was estimated at $757 million and $533 million on a pre-tax and post-tax basis, respectively. The corresponding Internal Rates of Return (“IRR”) were estimated at 31% and 26%. Using the alternate metal prices set forth below, the pre-tax and post-tax NPV_8% were estimated at $1.4 billion and $1.0 billion, respectively, with corresponding IRRs estimated at 44% and 37%. Base case metal price assumptions used were US$2.50/lb of copper, US$1.05/lb of zinc, US$1.00/lb of lead, US$1,100/oz of gold and US$20/oz of silver. The alternate metal price assumptions used were US$3.41/lb of copper, US$0.90/lb of zinc, US$1.00/lb of lead, US$1,650/oz of gold and US$30/oz of silver. The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the PEA’s conclusions will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Under U.S. GAAP, the Company has accounted for the Ambler property as a mineral property with acquisition costs capitalized and exploration costs expensed in accordance with the Company’s accounting policies. As a result of the spin-off of NovaCopper from NovaGold, the unaudited interim consolidated financial statements have been presented under the continuity of interest basis of accounting whereby the amounts are based on the amounts recorded by NovaGold.

Bornite

On October 19, 2011, NovaCopper US and NANA signed a collaborative agreement to explore and develop the Ambler mining district. Under the Exploration Agreement and Option to Lease, NovaCopper US acquired the exclusive right to explore the Bornite property and lands deeded to NANA through the Alaska Native Claims Settlement Act (“ANCSA”), located adjacent to the Ambler property.

4	NovaCopper Inc.
	Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

As consideration, NovaCopper paid $4.0 million upon signing to acquire the right to explore and develop the combined Ambler district which includes NovaCopper’s Ambler property. Upon the decision to proceed with development of a mine on the lands, including Ambler, NANA maintains the right to purchase between a 16%-25% interest in the mine or retain a 15% net proceeds royalty. Should NANA elect to purchase an interest, consideration will be payable equal to the historical costs incurred on the properties at the elected percentage purchased less $40.0 million. The parties would form a joint venture and be responsible for all future costs based on their pro-rata share. The completion of the agreement with NANA combines NovaCopper’s Ambler property with the adjacent Bornite property and ANCSA lands for a total of approximately 331,200 acres (134,032 hectares).

NANA would also be granted a net smelter return royalty between 1% and 2.5% upon the execution of a mining lease or a surface use agreement, the amount which is determined by the area of land production originates from.

Under U.S. GAAP, the Company has accounted for the Bornite property as a mineral property with acquisition costs capitalized and exploration costs expensed.

Current activities

NovaCopper has approved a 2012 budget of $16.5 million to support exploration activities and engineering studies at the Ambler and Bornite properties following completion of the Plan of Arrangement. This year’s planned program will focus exploration efforts on the Bornite deposit and the Sunshine deposit, a satellite polymetallic VMS deposit located 12 kilometres west of the Arctic deposit. An estimated 15,000 – 20,000 meters of diamond drilling is planned with four rigs currently drilling at the deposits. For the six months ending May 31, 2012, the Company spent $3.1 million on preparing and start-up of the 2012 drilling season and purchased plant and equipment of $1.3 million to support activities at site.

Summary of quarterly results

		in thousands of dollars, except for per share amounts
	Three months	Three months	Six months	Six months
	ended	ended	ended	ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
	$	$	$	$
Accretion expense	-	208	-	488
Amortization	168	53	286	57
General and administrative	727	14	752	15
Mineral properties expense	2,421	2,433	3,058	2,778
Professional fees	143	8	144	9
Salaries	738	-	822	-
Salaries – stock based compensation	5,494	-	5,494	-
Loss and comprehensive loss for the period	9,753	2,754	10,618	3,398
Basic and diluted loss per common share	$0.62	$74,432	$1.34	$178,842

For the six-month period ended May 31, 2012, the Company reported a net loss of $10.6 million (or $1.34 basic and diluted loss per common share) compared to a net loss of $3.4 million for the corresponding period in 2011 (or $178,842 basic and diluted loss per common share). This variance was primarily due to the presence of stock based compensation expense during 2012 which included the granting of 5.8 million options to directors, officers and employees during the period. As the Company was not a publicly traded entity in 2011, there is no similar charge. The comparable basic and diluted loss per common share for 2011 is significantly higher than 2012 as the Company had 100 common shares outstanding at the end of the period held by NovaGold following its incorporation in April 2011. Expenses to April 30, 2012, the date of completion of the spin-out, were funded by NovaGold and its affiliates.

Other important variances for the six-month period ended May 31, 2012 compared to the same period in 2011 are as follows: (a) a $0.5 million accretion expense in 2011 from property payments owing on the Ambler property which were completed in 2011 which resulted in no comparable expense in 2012; (b) $0.8 million in general and administrative expenses in 2012 compared to $0.02 million in 2011, primarily as a result of NovaCopper becoming its own public company following the completion of the spin-out from NovaGold; (c) $3.1 million on mineral properties expense in 2012 compared to $2.8 million in 2011, due to increased activities in the beginning of the year preparing for field season and increased engineering and metallurgy studies during the off-season in 2012 when compared to 2011; and (d) $0.8 million salaries expense in 2012 compared to $nil in the same period in 2011, primarily as the Company had non-project employees during 2012 which included a one-time expense of $0.6 million to account for the issuance of 76,005 common shares, net of withholding taxes, under the President’s employment agreement with the completion of the spin-out.

NovaCopper Inc.	5
Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

For the three-month period ended May 31, 2012, the Company reported a net loss of $9.8 million (or $0.62 basic and diluted loss per common share) compared to a net loss of $2.8 million for the corresponding period in 2011 (or $74,432 basic and diluted loss per common share). This variance was primarily due to the presence of stock based compensation expense of $5.5 million during 2012 which included the granting of 5.8 million options to directors, officers and employees during the period and salaries expense of $0.7 million. As the Company was not a publicly traded entity in 2011, there are no similar charges for the comparable period.

Other important variances for the three-month period ended May 31, 2012 compared to the same period in 2011 are as follows: (a) $0.7 million in general and administrative expenses in 2012 compared to $0.01 million in 2011, primarily as a result of NovaCopper becoming its own public company following the completion of the spin-out from NovaGold. General and administrative expenses also include expenses incurred by the Company under a services agreement with NovaGold which totaled $0.2 million for May 2012 including rent and a one-time set-up fee; (b) as mentioned above, $0.7 million in salaries expense in 2012 compared to $nil in 2011 as the Company had no non-project employees in the prior year which included a one-time expense of $0.6 million to account for the issuance of common shares under the President and CEO’s employment agreement with the completion of the spin-out as discussed above; and (c) $0.2 million accretion expense in 2011 from property payments owing on the Ambler property which were completed in 2011 which resulted in no comparable expense in 2012.

Selected financial data

Quarterly information

The following unaudited quarterly information is prepared in accordance with U.S. GAAP.

				in thousands of dollars, except per share amounts
	05/31/12	02/29/12	11/30/11	8/31/11	5/31/11	2/28/11	11/30/10	8/31/10
	$	$	$	$	$	$	$	$
Gross revenues (loss)	10	(1)	-	-	-	-	-	-
Mineral property expenses	2,421	637	233	5,589	2,433	346	217	1,248
Loss for the quarter	(9,753)	(865)	(1,653)	(6,285)	(2,754)	(644)	(660)	(1,821)
Loss per common share – basic and diluted	(0.62)	(4,325)	(11,789)	(45,889)	(74,432)	N/A	N/A	N/A

Factors that can cause fluctuations in the Company’s quarterly results include the timing of the exploration field season at the Company’s properties, timing of property payments, stock option grants, incorporation of the Company, issuance of shares, and completion of the spin-out of NovaCopper. Prior to April 2011, the Company had no shares outstanding as it was not yet incorporated. As a result, there is no comparable loss per share for those periods prior to incorporation.

During the third quarter of 2010, the Company had mineral property expenses of $1.2 million as the full quarter was during the exploration field season. During the last quarter of fiscal 2010, the Company incurred accretion expense of $0.3 million due to accretion relating to property payments owing on the Ambler property in January 2011 and 2012. During the first quarter of 2011, the Company recorded $0.3 million in accretion expense as a result of accretion relating to the property payments. During the second quarter of 2011, the Company had mineral property expenses of $2.4 million as a result of the start-up of the exploration field season. As NovaCopper was incorporated during the second quarter of 2011, a loss per common share was presented. During the third quarter of 2011, the Company had mineral property expenses of $5.6 million as the full quarter was during the exploration field season and accretion expense of $0.5 million due to an early payment of property payments owing on the Ambler property. During the fourth quarter of 2011, the Company incurred $1.3 million in general and administrative expenses as a result of general expenses that were incurred as part of NovaCopper incurring management fees from NovaGold. During the first quarter of 2012, the Company recorded expenses of $0.6 million in mineral property expenses in preparation activities for field season and ongoing engineering studies. During the second quarter of 2012, the Company had stock-based compensation expense of $5.5 million, $0.7 million for general and administrative and $0.7 million for salaries expense recorded as a result of the completion of the spin-off from NovaGold.

6	NovaCopper Inc.
	Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

The Company’s properties are not yet in production; consequently, the Company believes that its loss (and consequent loss per common share) is not a primary concern to investors in the Company.

Liquidity and capital resources

At May 31, 2012, the Company had $38.7 million in cash and cash equivalents. The Company expended $3.9 million on operating activities during the six-month period ended May 31, 2012, compared with expenditures of $3.0 million for operating activities for the same period in 2011. A significant portion of cash spent on operating activities during both periods was expended on mineral property expenses. The increase in operating activities from 2011 to 2012 is mostly due to expenditures in the period for general and administrative and salaries expense with no comparative spending for the same period in 2011.

During the six-month period, the Company generated $43.8 million in cash from financing activities compared with $4.2 million in the same period in 2011. The Company received cash of $40.0 million from NovaGold in April 2012 with the completion of the Plan of Arrangement. For the period ended May 31, 2012, the Company received additional funding of $3.8 million to fund normal operating expenses incurred up to April 30, 2012 compared with $16.2 million in funding provided in the same period in 2011. In 2011, a portion of the $16.2 million in funding received repaid the remaining $12.0 million note payable on the purchase of the Ambler property. All expenses prior to April 30, 2012 were funded by NovaGold.

During the quarter, the Company expended $1.2 million on investing activities compared with $1.2 million in 2011. In 2011, the Company’s focus was on building a camp and acquiring equipment to assist in its efforts. In 2012, the Company spent a comparable amount on acquiring additional equipment to maintain and improve road access and expand the sleeping capacity of its camp.

The Company has no material off-balance sheet arrangements or operating leases.

Contractual obligated undiscounted cash flow requirements as at May 31, 2012 are as follows.

				in thousands of dollars, unless otherwise specified
	Total	< 1 Year	1–2 Years	2–3 Years	3–4 Years	Thereafter
	$	$	$	$	$	$
Accounts payable and accrued liabilities	1,708	1,708	-	-	-	-
Due to related parties (a)	244	244	-	-	-	-

(a)    Amounts due to related parties consist of current accounts payable owing to NovaGold under its Services Agreement.

Related party transactions

Expenses to April 30, 2012 were funded by NovaGold and its affiliates. NovaGold is a related party with directors in common. During May 2012, NovaGold and its affiliates provided management and office services totaling $0.2 million to the Company, including rent and a one-time set-up fee of $49,000 pursuant to a Services Agreement.

During the quarter ended May 31, 2012, the Company provided exploration and management services in the amount of $7,000 to NovaGold under the Services Agreement.

The Company had accounts receivable of $24,000 at May 31, 2012 due from NovaGold. The Company had payables due to related parties of $244,000 at May 31, 2012 and $395,000 at November 30, 2011 due to NovaGold and its affiliates. The amount due at November 30, 2011 was capitalized as part of NovaGold’s funding of NovaCopper prior to the effective date of the Plan of Arrangement.

NovaCopper Inc.	7
Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

Financial instruments

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk and price risk.

(a)    Currency risk

Currency risk is the risk of a fluctuation in financial asset and liability settlement amounts due to a change in foreign exchange rates. The Company operates in the United States and Canada with some expenses incurred in Canadian dollars. The Company’s exposure is limited to cash of CDN$1.1 million, accounts receivable of CDN$37,000 and accounts payable of CDN$392,000. Based on a 10% change in the US-Canadian exchange rate, assuming all other variables remain constant, the Company’s net loss would change by approximately $65,000.

(b)    Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company holds cash and cash equivalents with a Canadian Chartered financial institution which are composed of financial instruments issued by Canadian banks. The Company’s accounts receivable consist of HST receivable from the Federal Government of Canada, amounts due from related parties and receivables due for camp and management services provided to other parties. The Company’s exposure to credit risk is limited to the balance of cash and cash equivalents and accounts receivable as recorded in the financial statements.

(c)    Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties raising funds to meet its financial obligations as they fall due. The Company is in the exploration stage and does not have cash inflows from operations; therefore, the Company manages liquidity risk through the management of its capital structure and financial leverage. The Company’s contractually obligated cash flow is disclosed under the section Liquidity and capital resources.

(d)    Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds excess cash balances in money market funds which limits the risk of loss due to interest rate changes to $nil.

(e)    Price risk

The Company is exposed to price risk with respect to commodity prices as future profitability and long-term viability will depend, in large parts on the price of copper, zinc, lead, gold and silver. The market prices for such metals are volatile and subject to numerous factors beyond Management’s control. Management closely monitors commodity prices to determine the appropriate course of action to be taken. The Company does not have any hedging or other commodity-based risks respecting its operations.

As the Company is currently in the exploration phase none of its financial instruments are exposed to commodity price risk; however, the Company’s ability to obtain long-term financing and its economic viability could be affected by commodity price volatility.

New accounting pronouncements

Unless otherwise noted, the following revised standards and amendments are effective for annual periods beginning on or after December 1, 2011 or as noted. The Company is continuing to assess the impact of these standards and amendments or has determined whether it will early adopt them as noted.

8	NovaCopper Inc.
	Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

i.	Share-based payments and exercise price
	The Financial Accounting Standards Board (“FASB”) issued accounting standard update (“ASU”) to Topic 718 which provides guidance on whether a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades should be classified as a liability when the exercise price is not denominated in either a foreign operation’s functional currency or the currency in which an employee’s pay is denominated. The guidance clarifies that if a share-based payment award with an exercise price denominated in a currency of a market in which a substantial portion of the entity’s equity securities trade, it would not be considered to contain a condition that is not a market, performance or service condition that would require classification as a liability if it otherwise qualifies for equity classification. This guidance is effective for interim and annual periods beginning after December 15, 2010 and is effective for the Company beginning December 1, 2011. Adoption of this guidance had no impact on the Company’s interim consolidated financial statements.
ii.	Presentation of comprehensive income
	In June 2011, the FASB issued an update to Topic 220, “Presentation of Comprehensive Income”. This ASU provides that an entity that reports items of other comprehensive income has the option to present comprehensive income in either 1) a single statement that presents the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income; or 2) a two-statement approach which presents the components of net income and total net income in a first statement, immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The option in current U.S. GAAP that permits the presentation of other comprehensive income in the statement of changes in equity was eliminated. The guidance will be applied retrospectively and is effective for annual periods beginning after December 15, 2011. Early adoption is permitted. The Company has elected to early adopt the guidance effective December 1, 2011. The Company’s current one-statement approach resulted in no impact to presentation.
iii.	Comprehensive income
	In December 2011, the FASB issued “Comprehensive Income – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). ASU 2011-12 defers changes in Update 2011-05 that relate to the presentation of reclassification adjustments. ASU 2011-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 (year ending November 30, 2013 for the Company). The Company does not expect the adoption of ASU 2011-12 to have a material impact on our results of operations, financial condition, or cash flows.

Risk factors

The Company and its future business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration and development of its mineral properties. Certain of these risks and uncertainties are under the heading “Risk Factors” under Schedule “I – Information Concerning NovaCopper Post-Arrangement” in NovaGold’s Management Proxy Circular dated February 27, 2012 available on SEDAR at www.sedar.com and EDGAR at www.sec.gov under NovaGold’s company profile and on EDGAR at www.sec.gov under NovaCopper’s company profile.

Disclosure controls and procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to permit timely decisions regarding public disclosure.

Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the rules of the US Securities and Exchange Commission and Canadian Securities Administration, as at the end of the current reporting period. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed or submitted by the Company under United States and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules.

NovaCopper Inc.	9
Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

Internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in internal control over financial reporting

There have been no changes in the Company’s internal controls over financial reporting during the three month period ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting. The Company continues to evaluate its internal control over financial reporting on an ongoing basis to identify improvements.

Cautionary notes

Forward-looking statements

This Management’s Discussion and Analysis contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, including the Company’s plans and expectations relating to its Ambler and Bornite properties, completion of transactions, market prices for precious and base metals, or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect:

• assumptions made in the interpretation of drill results, the geology, grade and continuity of the Company’s mineral deposits;
• our ability to achieve production at any of the Company’s mineral exploration and development properties;
• estimated capital costs, operating costs, production and economic returns;
• estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Company’s resource and reserve estimates;
• our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;
• assumptions that all necessary permits and governmental approvals will be obtained;
• our expectations regarding demand for equipment, skilled labour and services needed for exploration and development of mineral properties; and
• our activities will not be adversely disrupted or impeded by development, operating or regulatory risks.

10	NovaCopper Inc.
	Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:

• risks related to inability to define proven and probable reserves and none of the Company’s mineral properties are in production or under development;
• uncertainties relating to the assumptions underlying the Company’s resource and reserve estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs;
• risks related to uncertainty of whether there will ever be production at the Company’s mineral exploration and development properties;
• risks related to the Company’s ability to commence production and generate material revenues or obtain adequate financing for its planned exploration and development activities;
• risks related to the Company’s ability to finance its planned exploration activities at its mineral properties or to complete further exploration programs;
• risks related to the Company’s ability to finance the development of its mineral properties through external financing, strategic alliances, the sale of property interests or otherwise;
• commodity price fluctuations;
• risks related to market events and general economic conditions;
• uncertainty of estimates of capital costs, operating costs, production and economic returns;
• risks related to lack of infrastructure;
• risks related to inclement weather which may delay or hinder exploration activities at its mineral properties;
• the Company’s history of losses and expectation of future losses;
• risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the Company’s mineral deposits;
• uncertainty related to inferred mineral resources;
• risks related to the third parties on which the Company depends for its exploration and development activities;
• dependence on cooperation of joint venture partners in exploration and development of properties;
• mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production;
• credit, liquidity, interest rate and currency risks;
• uncertainty as to the Company’s ability to acquire additional commercially mineable mineral rights;
• risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases;
• the risk that permits and governmental approvals necessary to develop and operate mines on the Company’s properties will not be available on a timely basis or at all;
• risks related to governmental regulation and permits, including environmental regulation;
• risks related to the need for reclamation activities on the Company’s properties and uncertainty of cost estimates related thereto;
• uncertainty related to title to the Company’s mineral properties;
• risks related to competition in the acquisition of mineral properties;
• risks related to unknown liabilities in connection with acquisitions;
• the Company’s need to attract and retain qualified management and technical personnel;
• risks related to conflicts of interests of some of the directors of the Company;
• risks related to sufficient time spent by officers of the Company on the Company’s affairs;
• risks related to the Company’s dependence on a Services Agreement of which the term is limited;
• uncertainty as to potential future litigation;
• risks related to global climate change;
• risks related to adverse publicity from non-governmental organizations;
• risks related to future sales or issuances of equity securities decreasing the value of existing common shares, diluting voting power and reducing future earnings per share;
• uncertainty as to the volatility in the price of the Company’s shares;
• the Company’s expectation of not paying cash dividends;
• adverse federal income tax consequences for U.S. shareholders should the Company be a passive foreign investment company;
• risks related to the Company’s majority shareholder;

NovaCopper Inc.	11
Q2-2012

Management’s Discussion & Analysis
(Unaudited)
(expressed in US dollars)

• uncertainty as to the Company’s ability to maintain the adequacy of internal control over financial reporting as per the requirements of the Sarbanes-Oxley Act;
• increased regulatory compliance costs relating to the Dodd-Frank Act; and
• increased regulatory compliance costs related to the Company’s loss of its foreign private issuer status as of December 1, 2012.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in NovaGold’s Management Proxy Circular as outlined in Schedule “I – Information Concerning NovaCopper Post-Arrangement” dated February 27, 2012, filed with the Canadian securities regulatory authorities, NovaCopper’s registration statement on Form 40-F filed with the United States Securities and Exchange Commission (the “SEC”), and other information released by NovaCopper and filed with the appropriate regulatory agencies.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Reserve and resource estimates

This Management’s Discussion and Analysis has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all resource and reserve estimates included in this Management’s Discussion and Analysis have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported by the Company in compliance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.

12	NovaCopper Inc.
	Q2-2012

EX-99.3

Form 52-109F2
Certification of interim filings - full certificate

I, Rick Van Nieuwenhuyse, Chief Executive Officer of NovaCopper Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of NovaCopper Inc. (the “issuer”) for the interim period ended May 31, 2012.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1        Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the “Internal Control – Integrated Framework” issued in September 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

5.2        N/A

5.3        N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2012 and ended on May 31, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 10, 2012

/s/ Rick Van Nieuwenhuyse
Rick Van Nieuwenhuyse,
Chief Executive Officer

2

EX-99.4

Form 52-109F2
Certification of interim filings - full certificate

I, Elaine Sanders, Chief Financial Officer of NovaCopper Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of NovaCopper Inc. (the “issuer”) for the interim period ended May 31, 2012.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1        Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the “Internal Control – Integrated Framework” issued in September 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

5.2        N/A

5.3        N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2012 and ended on May 31, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 10, 2012

/s/ Elaine Sanders
Elaine Sanders,
Chief Financial Officer

2

EX-99.5

 

TSX, NYSE-MKT
Symbol: NCQ News Release

NovaCopper Announces Second Quarter Financial Results
and an Update on the 2012 Exploration Program

July 10, 2012 - Vancouver, British Columbia - NovaCopper Inc. (TSX, NYSE-MKT: NCQ) ("NovaCopper” or "the Company”) today announced the results of the second quarter ended May 31, 2012 and provides an update on the 2012 exploration program. Details of the Company's financial results are described in the unaudited consolidated financial statements and Management's Discussion and Analysis which, together with further details on each of the Company's projects, including resource estimates, will be available on the Company's website at www.novacopper.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. All amounts are in United States dollars unless otherwise stated.

2012 Exploration Program

In June the Company announced the beginning of its 2012 Upper Kobuk Mineral Project exploration program in the Ambler District of northwest Alaska. Four rigs were mobilized to the project with the goal of completing 15,000 to 18,000 meters of diamond drilling at three principal areas:

• The South Reef zone at Bornite where exploration in 2011 encountered very significant thicknesses of high-grade copper mineralization. Notably DH-187 intersected 178 meters grading 4.0% copper including nearly 35 meters grading 12.0% copper;

• The historically explored Ruby Creek zone at Bornite where an initial resource estimate is underway and is expected to be completed in the third quarter; and

• The Sunshine deposit, a satellite polymetallic VMS deposit located 12 kilometers west of the Arctic VMS deposit where previous drilling identified significant intersections of massive sulfide mineralization in the same stratigraphic horizon as the Arctic deposit.

In addition to the drill intensive part of the program, the 2012 exploration program also consists of extensive surface exploration of the roughly 18 km belt of prospective carbonate stratigraphy adjacent to the Bornite deposit. Two known mineralized occurrences (Aurora Mtn and Pardner Hill) along with broad areas of hydrothermal dolomite and anomalous soil geochemistry occur along the belt. Surface exploration will utilize both wide-spaced dipole/dipole induced polarization (IP) and radial line down-hole IP to identify new targets and further delineate extensions of known mineralization. An initial 60+ line kilometers of IP and 25 line kilometers of soil sampling are currently underway as well as geologic mapping of the district to gain a better handle on the geologic controls to mineralization and target generation.

This year’s total exploration budget of approximately $16.5 million is mainly for exploration drilling, sampling and target delineation but also includes ongoing engineering reviews and metallurgical testing at the Arctic deposit - see ”NI 43-101 Preliminary Economic Assessment, Ambler Project, Kobuk, AK” dated March 9, 2012 (with an effective date of February 1, 2012) filed by the Company on April 24, 2012. Initial metallurgical work on the Bornite deposit is also

1

planned utilizing 2012 drill samples.

Approximately 4,500 meters of drilling has been completed to the end of June. The Company follows rigorous standard protocols for assaying, quality assurance and quality control (QA/QC), and security under the direction of Scott Petsel (UKMP Project Manager), a qualified person as defined by NI 43-101. The core samples are sent from site to the ALS prep facility in Fairbanks, Alaska where they are processed and then forwarded to ALS Minerals Vancouver, BC lab for analysis. Initial assay results from this year’s drilling are anticipated towards the later part of August.

The Company’s long term objective for value creation is to demonstrate under National Instrument 43-101 standards the potential for multiple deposits to total +10 billion pound of copper in the Ambler mining district.

Second Quarter Financial Results

			in thousands of dollars, except for per share amounts
	Three months ended May 31, 2012 $	Three months ended May 31, 2011 $	Six months ended May 31, 2012 $	Six months ended May 31, 2011 $
Accretion expense	-	208	-	488
Amortization	168	53	286	57
General and administrative	727	14	752	15
Mineral properties expense	2,421	2,433	3,058	2,778
Professional fees	143	8	144	9
Salaries	738	-	822	-
Salaries: stock-based compensation	5,494	-	5,494	-
Loss and comprehensive loss for the period	9,753	2,754	10,618	3,398
Basic and diluted loss per common share	$0.62	$74,432	$1.34	$178,842

For the six-month period ended May 31, 2012, the Company reported a net loss of $10.6 million (or $1.34 basic and diluted loss per common share) compared to a net loss of $3.4 million for the corresponding period in 2011 (or $178,842 basic and diluted loss per common share). This variance was primarily due to the presence of stock-based compensation expense during 2012 which included the granting of 5.8 million options to directors, officers and employees during the period. As the Company was not a publicly traded entity in 2011, there is no similar charge. The comparable basic and diluted loss per common share for 2011 is significantly higher than 2012 as the Company had 100 common shares outstanding at the end of the period held by NovaGold Resources Inc. (“NovaGold”) following its incorporation in April 2011. Expenses to April 30, 2012, the date of completion of the spin-out of the Company from NovaGold, were funded by NovaGold and its affiliates.

Other important variances for the six-month period ended May 31, 2012 compared to the same period in 2011 are as follows: (a) a $0.5 million accretion expense in 2011 from property payments owing on the Ambler property which were completed in 2011 which resulted in no comparable expense in 2012; (b) $0.8 million in general and administrative expenses in 2012 compared to $0.02 million in 2011, primarily as a result of NovaCopper becoming its own public company following the completion of the spin-out from NovaGold; (c) $3.1 million on mineral properties expense in 2012 compared to $2.8 million in 2011, due to increased

2

activities in the beginning of the year preparing for field season and increased engineering and metallurgy studies during the off-season in 2012 when compared to 2011; and (d) $0.8 million salaries expense in 2012 compared to $nil in the same period in 2011, primarily as the Company had non-project employees during 2012 which included a one-time expense of $0.6 million to account for the issuance of 76,005 common shares, net of withholding taxes, under the President’s employment agreement with the completion of the spin-out.

For the three-month period ended May 31, 2012, the Company reported a net loss of $9.8 million (or $0.62 basic and diluted loss per common share) compared to a net loss of $2.8 million for the corresponding period in 2011 (or $74,432 basic and diluted loss per common share). This variance was primarily due to the presence of stock based compensation expense of $5.5 million during 2012 which included the granting of 5.8 million options to directors, officers and employees during the period and salaries expense of $0.7 million. As the Company was not a publicly traded entity in 2011 and had no non-project employees, there are no similar charges for the comparable period.

Other important variances for the three-month period ended May 31, 2012 compared to the same period in 2011 are as follows: (a) $0.7 million in general and administrative expenses in 2012 compared to $0.01 million in 2011, primarily as a result of NovaCopper becoming its own public company following the completion of the spin-out from NovaGold. General and administrative expenses also include expenses incurred by the Company under a services agreement with NovaGold which totaled $0.2 million for May 2012 including rent and a one-time set-up fee; (b) as mentioned above, $0.7 million in salaries expense in 2012 compared to $nil in 2011 as the Company had no non-project employees in the prior year which included a one-time expense of $0.6 million to account for the issuance of common shares under the President’s employment agreement with the completion of the spin-out as discussed above; and (c) $0.2 million accretion expense in 2011 from property payments owing on the Ambler property which were completed in 2011 which resulted in no comparable expense in 2012.

Quarterly Information

The following unaudited quarterly information is prepared in accordance with U.S. GAAP.

						in thousands of dollars,
						except per share amounts
	05/31 2012 $	02/29 2012 $	11/30 2011 $	8/31 2011 $	5/31 2011 $	2/28 2011 $	11/30 2010 $	8/31 2010 $
Gross revenues (loss)	10	(1)	-	-	-	-	-	-
Mineral property expenses	2,421	637	233	5,589	2,433	346	217	1,248
Loss for the quarter	(9,753)	(865)	(1,653)	(6,285)	(2,754)	(644)	(660)	(1,821)
Loss per common share – basic and diluted	(0.62)	(4,325)	(11,789)	(45,889)	(74,432)	N/A	N/A	N/A

Factors that can cause fluctuations in the Company’s quarterly results include the timing of the exploration field season at the Company’s properties, timing of property payments, stock option grants, incorporation of the Company, issuance of shares, and completion of the spin-out of NovaCopper. Prior to April 2011, the Company had no shares outstanding as it was not yet incorporated. As a result, there is no comparable loss per share for those periods prior to incorporation.

During the third quarter of 2010, the Company had mineral property expenses of $1.2 million

3

as the full quarter was during the exploration field season. During the last quarter of fiscal 2010, the Company incurred accretion expense of $0.3 million due to accretion relating to property payments owing on the Ambler property in January 2011 and 2012. During the first quarter of 2011, the Company recorded $0.3 million in accretion expense as a result of accretion relating to the property payments. During the second quarter of 2011, the Company had mineral property expenses of $2.4 million as a result of the start-up of the exploration field season. As NovaCopper was incorporated during the second quarter of 2011, a loss per common share was presented. During the third quarter of 2011, the Company had mineral property expenses of $5.6 million as the full quarter was during the exploration field season and accretion expense of $0.5 million due to an early payment of property payments owing on the Ambler property. During the fourth quarter of 2011, the Company incurred $1.3 million in general and administrative expenses as a result of general expenses that were incurred as part of NovaCopper incurring management fees from NovaGold. During the first quarter of 2012, the Company recorded expenses of $0.6 million in mineral property expenses in preparation activities for field season and ongoing engineering studies. During the second quarter of 2012, the Company had stock-based compensation expense of $5.5 million, $0.7 million for general and administrative and $0.7 million for salaries expense recorded as a result of the completion of the spin-off from NovaGold.

Liquidity and Capital Resources

At May 31, 2012, the Company had $38.7 million in cash and cash equivalents. The Company expended $3.9 million on operating activities during the six-month period ended May 31, 2012, compared with expenditures of $3.0 million for operating activities for the same period in 2011. A significant portion of cash spent on operating activities during both periods was expended on mineral property expenses. The increase in operating activities from 2011 to 2012 is mostly due to expenditures in the period for general and administrative and salaries expense with no comparative spending for the same period in 2011.

During the six-month period, the Company generated $43.8 million in cash from financing activities compared with $4.2 million in the same period in 2011. The Company received cash of $40.0 million from NovaGold in April 2012 with the completion of the Plan of Arrangement. For the period ended May 31, 2012, the Company received additional funding of $3.8 million to fund normal operating expenses incurred up to April 30, 2012 compared with $16.2 million in funding provided in the same period in 2011. In 2011, a portion of the $16.2 million in funding received repaid the remaining $12.0 million note payable on the purchase of the Ambler property. All expenses prior to April 30, 2012 were funded by NovaGold.

During the quarter, the Company expended $1.2 million on investing activities compared with $1.2 million in 2011. In 2011, the Company’s focus was on building a camp and acquiring equipment to assist in its efforts. In 2012, the Company spent a comparable amount on acquiring additional equipment to maintain and improve road access and expand the sleeping capacity of its camp.

About NovaCopper

NovaCopper is a base metals exploration company focused on exploring and developing the Ambler mining district, which hosts world-class VMS deposits containing copper, zinc, lead, gold and silver and carbonate replacement deposits containing copper, cobalt and silver. It is one of the richest and most-prospective known copper districts located in one of the safest geopolitical jurisdictions in the world. The Company is focused on continuing to identify high-grade mineralization with additional exploration planned in 2012. Using four drill rigs the Company expects to complete between 15,000 meters to 20,000 meters of drilling.

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NovaCopper has formed an alliance with NANA, an Alaskan Native Corporation and both companies are committed to developing the Ambler mining district in cooperation with the local communities. Our vision is to develop the Ambler mining district into a premier North American copper producer.

Scientific and Technical Information

Scott Petsel, P.Geo, Project Manager for the Upper Kobuk Mineral Project, and a qualified person under NI 43-101 Standards for Disclosure of Mineral Projects, has approved the scientific and technical information in this press release.

NovaCopper Contacts:

Rick Van Nieuwenhuyse
President & Chief Executive Officer

Elaine Sanders
Chief Financial Officer & Corporate Secretary

604-638-8088 or 1-855-638-8088

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Cautionary Note Regarding Forward-Looking Statements

This press release includes certain "forward-looking information” and "forward-looking statements” (collectively "forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements relating the future operating or financial performance of NovaCopper, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects”, "anticipates”, "believes”, "intends”, "estimates”, "potential”, "possible”, and similar expressions, or statements that events, conditions, or results "will”, "may”, "could”, or "should” occur or be achieved. These forward-looking statements may include statements regarding perceived merit of properties; exploration results and budgets; mineral reserves and resource estimates; work programs; capital expenditures; timelines; strategic plans; completion of transactions; market prices for precious and base metals; or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from NovaCopper's expectations include the uncertainties involving the need for additional financing to explore and develop properties and availability of financing in the debt and capital markets; uncertainties involved in the interpretation of drilling results and geological tests and the estimation of reserves and resources; the need for cooperation of government agencies and native groups in the development and operation of properties; the need to obtain permits and governmental approvals; risks of construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, ore grades or recovery rates; unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; and other risk and uncertainties disclosed in NovaGold’s Management Proxy Circular dates February 27, 2012 for the special meeting of securityholders held to consider the spin-out filed with the Canadian securities regulatory authorities, and NovaCopper's registration statement on Form 40-F filed with the United States Securities and Exchange Commission and in other NovaCopper reports and documents filed with applicable securities regulatory authorities from time to time. NovaCopper's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. NovaCopper assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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EX-99.6

CONSENT OF SCOTT PETSEL

I, Scott Petsel, P. Geo., consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-181020) of the references to my name and the technical information included in the Second Quarter 2012 Management’s Discussion and Analysis of NovaCopper Inc., dated July 5, 2012.

DATED:     July 10, 2012                                           

      /s/ Scott Petsel                                                     
Name: Scott Petsel, P. Geo.