---

EMPLOYMENT AGREEMENT

BETWEEN:

ELAINE SANDERS, Business
person, [Address]

(the Executive)

AND:

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

(the Company)

WHEREAS:

A. The Company is a natural resource company currently engaged
in the acquisition and exploration of mineral properties;

B. The Company wishes to employ and the Executive wishes to
supply her services in the capacity of Vice President & Chief Financial
Officer, on the terms and conditions set out in this Agreement;

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

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

|1. | ENGAGEMENT AND DURATION
|-- | -----------------------
|   |                        
|   | **1.1**                

The Company hereby employs the
Executive as Vice President & Chief Financial Officer and the Executive
accepts such employment.

---

-2-

| | 1.2 | Term
| | --- | ----

The Executive's employment pursuant to
the terms of this Agreement shall commence effective November 13, 2012 and shall
continue indefinitely, unless and until terminated as set forth herein.

|2. | DUTIES
|-- | ------
|   |       
|   | 2.1   

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

| | 2.2 | Other Boards or Committees
| | --- | --------------------------

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

| | 2.3 | Principal Place of Work
| | --- | -----------------------

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

| | 2.4 | Reporting
| | --- | ---------

The Executive shall report directly to
the President and CEO.

| | 2.5 | Instructions
| | --- | ------------

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

---

-3-

|3. | REMUNERATION AND
BENEFITS
|-- | -------------------------

| | 3.1 | Salary
| | --- | ------

The Company shall pay to the Executive
for her services under this Agreement an annual salary of $299,600 subject to
all applicable statutory deductions and payable in substantially equal
installments on the dates that the Company has established for paying wages to
its employees.

| | 3.2 | Annual Review
| | --- | -------------

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

| | 3.3 | Reimbursement of Expenses
| | --- | -------------------------

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

| | 3.4 | Medical Benefits
| | --- | ----------------

The Company shall provide the Executive
with group life, long-term disability, extended medical and dental insurance
coverage (benefit coverage) in accordance with the terms of the benefit plans
in effect from time to time and, to the extent provided by such plans, the
Company shall extend medical and dental insurance coverage to the Executives
spouse and child dependants. The Company may, in the Companys discretion,
change such benefit coverage or amend such benefits from time to time, as long
as such changes do not apply solely to the Executive.

| | 3.5 | Directors and Officers Liability
  Insurance
| | --- | --------------------------------------------

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

---

-4-

| | 3.6 | Vacation
| | --- | --------

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

| | 3.7 | Other Benefits
| | --- | --------------

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

The Executive will receive an initial
grant of 150,000 options, subject to the approval of the Board of Directors, in
recognition of her appointment. A recommendation to grant these options will be
made at the next meeting of the Compensation Committee of the Board of
Directors. It will be recommended that 2/3 of these options to vest on April 30,
2013 and 1/3 to vest on April 30, 2014. Vesting shall be conditional upon the
optionee accepting a position with the Company. The terms and conditions of the
options, including the manner of exercise, will be in accordance with the terms
of the Plan and the requirements of the Toronto Stock Exchange and applicable
securities laws.Pricing of the stock option will be the greater of $3.11
or the market price of the Companys common shares on the Toronto Stock Exchange
(the TSX) on the day prior to the effective date of the grant
(Grant Date). The Grant Date shall be July 10, 2012.

| | 3.8 | Equipment
| | --- | ---------

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

| | 3.9 | Annual Incentive Program
| | --- | ------------------------

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

---

-5-

|4. | CONFIDENTIALITY AND
  NON-DISCLOSURE
|-- | ------------------------------------

| | 4.1 | Confidential Information
| | --- | --------------------------

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

| | 4.2 | Equitable Remedies
| | --- | ------------------

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

| | 4.3 | Use of Confidential
Information
| | --- | -------------------------------

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

| | (a) | duplicate, transfer or disclose nor allow any other
      person to duplicate, transfer or disclose any of the Companys
      Confidential Information; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                            
| | (b) | use the Companys Confidential Information without the
      prior written consent of the Company.                                                         

| | 4.4 | Protection of Confidential
  Information
| | --- | ----------------------------------------

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

---

-6-

| | 4.5 | Exception
| | --- | ---------

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

| | (a) | is or later becomes publicly known under circumstances
      involving no breach of this Agreement by the Executive;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | is already known to the Executive at the time of receipt
      of the Confidential Information;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | is lawfully made available to the Executive by a third
      party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | is disclosed by the Executive pursuant to a requirement
      of a governmental department or agency or disclosure is otherwise required
      by operation of law, provided that the Executive gives notice in writing
      to the Company of the required disclosure immediately upon her becoming
      advised of such required disclosure and provided also that the Executive
      delays such disclosure so long as it is reasonably possible in order to
      permit the Company to appeal or otherwise oppose such required disclosure
      and provides the Company with such assistance as the Company may
      reasonably require in connection with such appeal or other
    opposition;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | is disclosed to a third party under an approved
      confidentiality agreement; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | is disclosed in the course of the Executive's proper
      performance of the Executive's duties under this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | 4.6 | Removal of Information
| | --- | ----------------------

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

| | 4.7 | New Discoveries
| | --- | ---------------

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

| | 4.8 | Survival
| | --- | --------

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

---

-7-

| | 4.9 | Non-Solicitation
| | --- | ----------------

The Executive shall not, for a period
of one (1) year following the termination of the Executives employment for any
reason, without the prior written consent of the Board, for her account or
jointly with another, either directly or indirectly, for or on behalf of herself
or any individual, partnership, corporation or other legal entity, as principal,
agent, employee or otherwise, solicit, influence, entice or induce, attempt to
solicit, influence, entice or induce:

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

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

| | 4.10 | Equitable Relief
| | ---- | ----------------

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

|5. | DELIVERY OF RECORDS
|-- | -------------------

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

|6. | TERMINATION
|-- | -----------
|   |            
|   | 6.1        

The Executive may terminate her
obligations under this Agreement:

---

-8-

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

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

| | 6.2 | Companys Right to
Terminate
| | --- | ----------------------------

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

| | (a) | for just cause which shall include, without limitation,
      any of the following events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | upon the Executive dying or becoming permanently disabled
      or disabled for a period exceeding 180 consecutive days or 180
      non-consecutive days calculated on a cumulative basis over any two year
      period during the term of this Agreement. The Executive shall be deemed to
      have become disabled if, because of ill health, physical, mental
      disability or for other causes beyond the control of the Executive, the
      Executive has been unable or unwilling or has failed to perform the
      Executive's duties under this Agreement; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | at any time upon making the severance payment
      contemplated in Section 6.3 to the Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

-9-

| | 6.3 | Severance Payment
| | --- | -----------------

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

| | (a) | by the Executive pursuant to subsection 6.1(b) of this
      Agreement; or                       
| | --- | -------------------------------------------------------------------------------------------------
| |     |                                                                                                  
| | (b) | by the Company pursuant to subsection 6.2(c) or by the
      Company in breach of this Agreement;

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

| | a) | an amount equal to the Executives annual salary at the
      time of termination of the Executives employment plus the Executives
      annual incentive target for the fiscal year pursuant to the Companys
      Annual Incentive Program, multiplied by two in the event that such
      termination occurs before the first anniversary of the Agreement;
  or              
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | an amount equal to the Executives annual salary at the
      time of termination of the Executives employment plus the Executives
      annual incentive earned in the previous fiscal year pursuant to the
      Companys Annual Incentive Program, multiplied by two in the event that
      such termination occurs on or after the first anniversary of the
      Agreement.

The Company shall continue the
Executive's group insurance benefits, if any, under section 3.4 for 12 months
after the date of termination, provided that if the Company is unable to
continue any such benefit by reason of the termination of employment, it will
instead pay to the Executive an amount equal to the present value of the
Company's cost of providing such benefit to the Executive for a period of 12
months.

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

| | 6.4 | Compensation Otherwise Due to the Executive on
      Termination
| | --- | ----------------------------------------------------------------

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

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

---

-10-

| | (i)  | her then-current annual salary accrued pursuant to this
      Agreement as of the date of termination; and                                                                                                                                                                  
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                             
| | (ii) | a lump sum equal to the Executives annual salary at the
      time of termination of the Executives employment within 10 days after
      Executive or the executor of her estate (as applicable) executes a release
      without revocation as described in Article
6.7.

| | 6.5 | Property Interests
| | --- | ------------------

If the Executive's employment with the
Company is terminated, and within two years of such termination, the Executive
acquires directly or indirectly other than from the Company or its subsidiaries
any present or future interest in any mining claims or properties or mineral
interests within 10 kilometres of the external boundaries of any mineral
property held by the Company during the time the Executive was employed by the
Company, the Executive will offer the Company, in writing the right to acquire
such interest in exchange for reimbursement of her direct and indirect
acquisition costs. The Company shall have 30 days after receipt of such offer to
accept the offer and 90 days after receipt of such offer to reimburse such
costs.

| | 6.6 | Resignations
| | --- | ------------

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

| | 6.7 | Payments in Full
Settlement
| | --- | ---------------------------

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

---

-11-

|7. | CHANGE OF CONTROL
|-- | -----------------
|   |                  
|   | 7.1              

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

| | (a) | a material change (other than a change that is clearly
      and exclusively consistent with a promotion) in the Executives position,
      duties, responsibilities, title or office in effect immediately prior to
      any Change of Control;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                   
| | (b) | a material reduction in the Executives Base Salary in
      effect immediately prior of any Change of Control;                                                                                                                                   
| |     |                                                                                                                                                                                                                                                   
| | (c) | any material breach by the Company of any material
      provision of this Agreement; or                                                                                                                                                          

then, at the Executives election, of
which the Executive shall advise the Company, by notice in writing within ninety
(90) days of the Change of Control event, this Agreement shall be deemed to have
been terminated by the Company and the Company shall pay to the Executive within
10 days of such termination a severance payment equal to:

| | a) | an amount equal to the Executives annual salary at the
      time of termination of the Executives employment plus the Executives
      annual incentive target for the fiscal year pursuant to the Companys
      Annual Incentive Program, multiplied by two in the event that such
      termination occurs before the first anniversary of the Agreement;
  or              
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | an amount equal to the Executives annual salary at the
      time of termination of the Executives employment plus the Executives
      annual incentive earned in the previous fiscal year pursuant to the
      Companys Annual Incentive Program, multiplied by two in the event that
      such termination occurs on or after the first anniversary of the
      Agreement.

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

---

-12-

| | 7.2 | Change of Control.
| | --- | ------------------

For the purposes of this agreement, a
Change of Control means any of the following:

| | (a) | at least 50% in fair-market value of all the assets of
      the Company are sold to a party or parties acting jointly or in concert
      (as determined pursuant to the Ontario Securities Act, R.S.O. 1990, c.S.5,
      as amended (the OSA), mutatis mutandis) in one or more transactions
      occurring within a period of two (2) years; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | there is a direct or indirect acquisition by a person or
      group of persons acting jointly or in concert of voting shares of the
      Company that when taken together with any voting shares owned directly or
      indirectly by such person or group of persons at the time of the
      acquisition, constitutes 40% or more of the outstanding voting shares of
      the Company, provided that the direct or indirect acquisition by Electrum
      Strategic Resources LLC (Electrum) of voting shares of the Company shall
      not constitute a Change of Control unless the acquisition of such
      additional voting shares when taken together with any voting shares or
      securities convertible into voting shares (Convertible Securities) held
      directly or indirectly by Electrum at the time of acquisition constitutes
      50% or more of the outstanding voting shares of the Company. For purposes
      of this paragraph (b), all Convertible Securities owned by Electrum will
      be deemed to be fully converted or exercised and the number of outstanding
      voting shares of the Company will be adjusted to reflect such conversion
      or exercise and Electrum includes all persons acting jointly or in concert
      with Electrum; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | a majority of the then-incumbent Board of Directors
      nominees for election to the Board of Directors of the Company are not
      elected at any annual or special meeting of shareholders of the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | the Company is merged, amalgamated, consolidated or
      reorganized into or with another body corporate or other legal person and,
      as a result of such business combination, more than 40% of the voting
      shares of such body corporate or legal person immediately after such
      transaction are beneficially held in the aggregate by a person or body
      corporate (or persons or bodies corporate acting jointly or in concert)
      and such person or body corporate (or persons or bodies corporate acting
      jointly or in concert) beneficially held less than 40% of the voting
      shares of the Company immediately prior to such
  transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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

---

-13-

|8. | INDEMNIFICATION
|-- | ---------------

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

|9. | PERSONAL NATURE
|-- | ---------------

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

|10. | RIGHT TO USE EXECUTIVES NAME AND
  LIKENESS
|--- | --------------------------------------------

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

|11. | LEGAL ADVICE
|--- | ------------

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

|12. | WAIVER
|--- | ------

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

---

-14-

|13. | NOTICES
|--- | -------
|    |        
|    | 13.1   

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

| | 13.2 | Change of Address
| | ---- | -----------------

Each party to this Agreement may change
its address for the purpose of this Part 11 by giving written notice of such
change in the manner provided for in paragraph 11.1.

|14. | APPLICABLE LAW
|--- | --------------

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

|15. | SEVERABILITY
|--- | ------------

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

|16. | ENTIRE AGREEMENT
|--- | ----------------

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

|17. | NON-ASSIGNABILITY
|--- | -----------------

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

|18. | BURDEN AND BENEFIT
|--- | ------------------

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

|19. | TIME
|--- | ----

Time is of the essence of this Agreement.

---

-15-

|20. | COUNTERPARTS
|--- | ------------

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

IN WITNESS WHEREOFthe parties hereto have executed this
Agreement effective as of the _5th_ day of November, 2012.

NOVACOPPER INC.

|/s/ Rick Van Nieuwenhuyse |                                            
|------------------------- | -------------------------------------------
|Per:                      | RICK VAN NIEUWENHUYSE                      
|                          | PRESIDENT AND CHIEF EXECUTIVE
      OFFICER





|/s/ Elaine Sanders | 
|------------------ | 
|ELAINE SANDERS     | 

---

-16-

SCHEDULE A

---