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EMPLOYMENT AGREEMENT

BETWEEN:

JOSEPH PIEKENBROCK,
Business person, [ADDRESS] (the Executive)

AND:

NOVACOPPER US INC.,a company incorporated pursuant to the laws of Delaware and having its
office in British Columbia, c/o NovaCopper Inc., 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 their services in the capacity of Senior Vice President, Exploration, 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 | Engagement
| | --- | ----------

The Company hereby employs the
Executive as Senior Vice President, Exploration and the Executive accepts such
employment.

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

The Executives employment pursuant to
the terms of this Agreement shall commence effective May 1, 2012 and shall
continue indefinitely, unless and until terminated as set forth herein.

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2

| | 1.3 | At-Will Employment
| | --- | ------------------

The Executives employment is at-will,
and either the Executive or the Company may terminate the relationship at any
time, with or without prior notice, except as especially provided for in
Articles 6 or 7 of this Agreement.

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

| | 2.1 | Performance of Duties
| | --- | ---------------------

The Executive shall act as Senior Vice
President, Exploration, and the Executive shall perform such services and duties
as are normally provided by a Senior Vice President, Exploration 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 CEO 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
CEO, 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 his duties
at the Companys principal executive offices which are currently located in
Vancouver, British Columbia or at his home office which is currently located in
Colorado which has been approved by the CEO. The Executive acknowledges that his
duties and responsibilities may involve a reasonable amount of traveling.

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

The Executive shall report directly to
the President and Chief Executive Officer (CEO) of the Company.

| | 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.

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

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

The Company shall pay to the Executive
for his services under this Agreement an annual salary of US$265,000, subject to
all applicable statutory deductions and payable in substantially equal
installments on the dates that the Company has established for paying wages to
its employees. Executive understands that his position is classified as exempt
under both state and federal wage and hour law.

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

The annual salary referred to in
section 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
section 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 him in the performance of this
Agreement provided that the Executive provides the Company with written expense
accounts with respect to each calendar month, by no later than the end of the
calendar month following the incurring of such expenses. 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
their responsibilities under this Agreement. The directors and officers liability insurance will
be subject to the terms and conditions of the insurance policys coverage.

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4

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

The Executive shall be entitled to 4
weeks of paid vacation for each fiscal year with 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 and forfeiture 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 or other applicable stock exchange and
the Companys Employee Stock Option Plan.

In recognition of your appointment, you
will receive an initial grant of 400,000 options of the Company on the effective
date of the proposed distribution of the outstanding common shares of the
Company to shareholders of NovaGold Resources Inc. (the Spin-out). Such grant
will be conditional upon the completion of the Spin-out. Upon issuance, the
options will be exercisable for a period of five years at an exercise price
equal to the volume weighted average trading price on the Toronto Stock Exchange
for the five trading days commencing on the sixth trading day following the
effective date of the Spin-out, with 2/3 of the options to vest on the first
anniversary of the effective date of the grant, and the final 1/3 to vest on the
second anniversary of the effective date of the grant. All other terms and
conditions of the options, including the manner of exercise, will be in
accordance with the terms of the Plan and the requirements of the Toronto Stock
Exchange or other applicable stock exchange requirements and applicable
securities laws.

| | 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.
This equipment will remain Company property and will be subject to the
applicable policies and procedures of the Company regarding the Companys equipment, including the obligation of
each employee to return such property upon termination of employment.

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5

| | 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, abolish
or amend from time to time, with or without notice.

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

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

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

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

The Executive acknowledges that any
unauthorized disclosure or use of such Confidential Information by the Executive
may result in material damages to the Company and that the Company shall be
entitled to seek injunctive relief or any other legal or equitable remedy to
prohibit, prevent or enjoin unauthorized disclosure or use of Confidential
Information by the Executive. Executive hereby waives the need for the Company
to post any bond or security in connection therewith. The Executive acknowledges
and agrees that his unauthorized disclosure or use of Confidential Information
will cause irreparable harm to the Company that could not be adequately
compensated by damages. This section 4.2 shall not affect any damages or other
remedies to which the Company may be entitled under this Agreement, at law or in
equity, arising from any breaches of such liabilities or obligations by
Executive, including but not limited to all remedies at law.

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

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

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| | (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.

| | 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 them 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 their
duties.

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

Any inventions, discoveries or
improvements in systems, methods and processes made by the Executive in the
course of his employment and any mineral discoveries and opportunities to
acquire mineral assets or interests therein which come to the Executive in the
course of his employment will be disclosed to the Company forthwith in writing,
and shall belong to and be the absolute property of the Company if so designated
by the Company in writing within a reasonable time following the Executives
disclosure. The parties agree that all such interests disclosed herewith in
Schedule B belong to the Executive and not the Company and are excluded from
this provision.

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

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

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

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

| | (a) | any person who is employed by the Company or any
      affiliated company to leave such employment; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | any person, firm or corporation whatsoever, who or which
      has at any time in the last two (2) years of the Executives 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 this Article 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. Executive hereby waives the need for the Company to post any bond or security in connection
therewith. This section 4.10 shall not affect any damages or other remedies to
which the Company may be entitled under this Agreement, at law or in equity,
arising from any breaches of such liabilities or obligations by Executive,
including but not limited to all remedies at law.

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

Upon the termination of the employment of the Executive by the
Company, or at any time the Company requests, 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, including
any Confidential Information, and will execute such transfer documentation as is
necessary to transfer such property or intellectual property to the Company.

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

| | 6.1 | The Executives Right to
  Terminate
| | --- | ------------------------------------

The Executive may terminate his
obligations under this Agreement:

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

| | 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)                                                                                      

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

| | (b) | upon the Executive dying or becoming permanently disabled
      or disabled for a period exceeding 180 consecutive days or 180
      non-consecutive days calculated on a cumulative basis over any two year
      period during the term of this Agreement. The Executive shall be deemed to
      have become disabled if, because of ill health, physical, mental
      disability or for other causes beyond the control of the Executive, the
      Executive has been unable or unwilling or has failed to perform the
      essential functions of Executives position under this Agreement, with or
      without reasonable accommodation (provided that no accommodation that
      imposes undue hardship on the Company will be required); or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | for any other reason, after which the Company will pay
      Executive the severance payment contemplated in section 6.3 to the
      Executive subject to the terms of this Agreement, including Article 8. For
      greater certainty, no severance payments under Section 6.3 will be made
      following termination by the Company for just cause under Section
      6.2(a).                                                                                                                                                                                                                                                                                                                                                                      

| | 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
a lump sum severance payment within 10 days after Employee executes a release
without revocation as described in Article 8 equal to:

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

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10

Further, the Company will pay to the
Executive, as soon as practical following the Executives termination of
employment but in all events no later than March 15 of the year following the
year of termination, a lump sum payment equal to the Companys cost of providing
group life and long term disability insurance coverage to the Executive for a
period of 12 months. In addition, unless the Company is prohibited or restricted
by applicable law as it may apply at the time of Executives termination, in the
event of termination of the Executives employment pursuant to either 6.1(b) or
6.2(c), and subject to Article 8, the Company shall continue the Executives
group health and dental insurance benefits, if any, under section 3.4 for a
maximum period of 12 months or until such time as the Executive subsequently
becomes covered by another group health plan or otherwise loses eligibility for
COBRA coverage, whichever is earlier, in accordance with COBRA. The Executive
agrees to notify the Company immediately if he becomes covered by another group
health plan. The Executive is responsible for electing COBRA coverage and
remitting all premium payments directly to the plan administrator for such
coverage, within deadlines set forth by the plan. The Company will reimburse the
Executive on tax-free basis for such COBRA premium payments. If, at the time of
Executives termination of employment, the Company is unable to continue any
such benefits, or to provide them to the Executive on a tax-favoured basis, the
Company will instead pay to the Executive an amount equal to the present value
of the Companys cost of providing such benefits, such amount to be paid as soon
as possible following Executives termination, but in all cases by March 15th of
the year following Executives termination of employment.

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:

| | (a) | if terminated pursuant to subsections 6.1(a) or 6.2(a) of
      this Agreement, the Company shall pay to the Executive within 10 days of
      the termination unless otherwise required by law his then-current annual
      salary accrued pursuant to section 3.1 of this Agreement as of the date of
      termination or effective date of resignation, as applicable; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | if terminated pursuant to subsection 6.2(b) of this
      Agreement, the Company shall pay to the Executive:                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                          

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| | 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 kilometers of the external boundaries of any mineral
property held by the Company during the time the Executive was employed by the
Company, the Executive will offer the Company, in writing the right to acquire
such interest in exchange for reimbursement of his direct and indirect
acquisition costs. The Company shall have 30 days after receipt of such offer to
accept the offer and 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
his 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 his employment
and the termination of his employment. 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 severance payment
pursuant to this Article, the Executive agrees to deliver to the Company,
without revocation, prior to any such payment, a full and final release from all
actions and claims in connection with his employment and the termination of his
employment or any losses, costs, damages or expenses resulting there from in
favour of the Company, its affiliates, subsidiaries, directors, officers,
employees and agents in a form satisfactory to the Company, as more fully
described in Article 8 below. Should the Executive choose not to execute such a
release, the Company is released from any obligation under this Article 6 to
provide any severance or termination pay other than those payments required by
law.

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

| | 7.1 | Termination By Company.
| | --- | -----------------------

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

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

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12

| | (b) | a material reduction in the Executives Base Salary in
      effect immediately prior to any Change of Control; or
| | --- | ------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                   
| | (c) | any material breach by the Company of any material
      provision of this Agreement;                             

then, if the Executive advises the
Company in writing of the condition set forth above within ninety (90) days of
the date the Executive has become aware (or reasonably should have become aware)
of the condition, and the Company has not cured the condition within thirty (30)
days from the receipt of written notice, the Executives employment shall be
deemed to have been terminated by the Company and the Company will, immediately
upon such termination, and in all cases on or before March 15thof
the year following the year in which such termination occurs, and subject to
Article 8, pay to the Executive a lump sum payment of 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,
provided that if such termination occurs during the first year of employment,
the amount will be equal to the Executives annual salary at the time of
termination of the Executives employment plus the Executives annual incentive
target pursuant to the Companys Annual Incentive Program, multiplied by two.

Further, the Company will pay to the
Executive, as soon as practical following the Executives termination of
employment under this section 7.1 but in all events no later than March 15 of
the year following the year of termination, a lump sum payment equal to the
Companys cost of providing group life and long term disability insurance
coverage to the Executive for a period of 12 months. In addition, unless the
Company is prohibited or restricted by applicable law as it may apply at the
time of Executives termination, and subject to Article 8, the Company shall
continue the Executives group health and dental insurance benefits, if any,
under section 3.4 for a maximum period of 12 months or until such time as the
Executive subsequently becomes covered by another group health plan or otherwise
loses eligibility for COBRA coverage, whichever is earlier, in accordance with
COBRA. The Executive agrees to notify the Company immediately if he becomes
covered by another group health plan. The Executive is responsible for electing
COBRA coverage and remitting all premium payments directly to the plan
administrator for such coverage, within deadlines set forth by the plan. The
Company will reimburse the Executive on tax-free basis for such COBRA premium
payments. If, at the time of Executives termination of employment, the Company
is unable to continue any such benefits, or to provide them to the Executive on
a tax-favored basis, the Company will instead pay to the Executive an amount
equal to the present value of the Companys cost of providing such benefits,
such amount to be paid as soon as possible following Executives termination,
but in all cases by March 15th of the year following Executives termination of
employment.

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13

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 which the Executive is entitled to receive, including compensation
in lieu of reasonable notice, and the Company will have no further obligations
to the Executive with respect to the termination of this Agreement, his
employment or the termination of his employment, including, without limitation,
further severance pay. As a condition precedent to any payment pursuant to this
Article, the Executive agrees to deliver to the Company, without revocation,
prior to any such payment, a full and final release from all actions and claims
in connection with his employment and the termination of his employment or any
losses, costs, damages or expenses resulting therefrom in favour of the Company,
its affiliates, subsidiaries, directors, officers, employees and agents in a
form satisfactory to the Company, as more fully described in Article 8 below.
Should the Executive choose not to execute such a release, the Company is
released from any obligation under this Article to provide any severance or
termination pay other than those payments required by law.

| | 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;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (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;
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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14

| | (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.

| | 7.3 | Limitation on Benefits
| | --- | ----------------------

Notwithstanding anything to the
contrary in this Agreement, to the extent Executive receives any payments and
benefits, whether payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise (including, but not limited to, any payments and
benefits subject to any plan, program, arrangement, agreement, or award) in
connection with a Change of Control (Total Payments), which would be subject
to the excise tax under U.S. Code section 4999 but for the operation of this
Section 7.3, then the aggregated amount of the Total Payments shall be reduced
to the extent necessary so that no portion of the Total Payments is subject to
the Excise Tax, but only if (A) the net amount of such Total Payments, as so
reduced (and after subtracting the net amount of federal, state and local income
taxes on such reduced Total Payments and after taking into account the phase out
of itemized deductions and personal exemptions attributable to such reduced
Total Payments) is greater than or equal to (B) the net amount of such Total
Payments without such reduction (but after subtracting the net amount of
federal, state and local income taxes on such Total Payments and the amount of
Excise Tax to which the Executive would be subject in respect of such unreduced
Total Payments and after taking into account the phase out of
itemized deductions and personal exemptions attributable to such unreduced Total
Payments).

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15

Subject to the provisions of this
Section 7.3, all determinations required to be made under this Section 7.3,
including whether and the extent to which the Total Payments will be subject to
the Excise Tax and the assumptions to be utilized in arriving at such
determination, shall be made by a nationally recognized accounting firm selected
by the Executive. Such firm shall not be a firm then serving as accountant or
auditor for the individual, entity or group effecting the Change in Control of
the Company (the Auditor). Such firm will provide detailed supporting
calculations both to the Company and the Executive within fifteen (15) business
days of the receipt of notice from the Executive that there has been a payment
as a result of a Change of Control, or such earlier time as is requested by the
Company. All fees and expenses of the Auditor shall be borne solely by the
Company

|8. | EMPLOYEE RELEASE
|-- | ----------------

In order for the Executive to receive the severance payment and
the payments with respect to group health, dental, life and disability coverage
under Section 6.3, the severance payment under section 6.4(b)(ii) or the
payments under Section 7.1 of this Agreement (Severance Payments), the
Executive must sign a Separation Agreement and Release in a form agreeable to
the Company, including a release of claims in the form provided by the Company,
on or prior to the date of the expiration of any consideration period under
applicable law. The Company agrees to provide the Executive with a release
acceptable to the Company within 10 days of the date of termination of
Executives employment, and in all cases no later than a date such that the last
day of any revocation period set forth in the release will occur on or before
February 28 of the year following the year in which the termination of
employment occurs. Severance Payments will be paid after the execution of the
release and the expiration of any revocation period set forth in the release,
and, except for the reimbursement of COBRA premiums for group health and dental
coverage, all Severance Payments will be paid no later than March 15 of the year
following the year in which termination of employment occurs. If the Executive
fails to sign the release within the time frame provided under this Article 8,
the Executive will forfeit any right to Severance Payments and he shall not be
entitled to Severance Payments or to any payments replacing the Severance
Payments.

|9. | INDEMNIFICATION
|-- | ---------------

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

|10. | 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.

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16

|11. | 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.

|12. | 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.

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

| | 14.1 | Delivery of Notices
| | ---- | -------------------

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.

| | 14.2 | Change of Address
| | ---- | -----------------

Each party to this Agreement may change
its address for the purpose of this Article 14 by giving written notice of such
change in the manner provided for in section 14.1.

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17

|15. | APPLICABLE LAW
|--- | --------------

This Agreement shall be governed by and construed in accordance
with the laws of the state of Alaska and the federal laws of the United States
applicable therein, which shall be deemed to be the proper law hereof. The
parties hereto hereby submit to the jurisdiction of the courts of Alaska, venued
in Anchorage. The Executive agrees that the aforementioned courts shall have
exclusive jurisdiction of a lawsuit arising from or relating to Executives
employment with, or termination from, the Company or its affiliates. All
obligations of the parties under this Agreement are subject to receipt of all
necessary approvals of the applicable securities regulatory authorities. This
Agreement is intended to fall within the exception in U.S. Treasury Regulation
1-409A-1(b)(4) for short term deferrals or other applicable exceptions and will
be interpreted and administered accordingly.

|16. | 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.

|17. | 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.

|18. | 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.

|19. | BURDEN AND BENEFIT
|--- | ------------------

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

|20. | TIME
|--- | ----

Time is of the essence of this Agreement.

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18

|21. | WITHHOLDING
|--- | -----------

The Company shall withhold from any amounts payable under this
Agreement such taxes and other amounts as may be required to be withheld
pursuant to any applicable law or regulation.

|22. | 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 __1st_ day of May, 2012.

NOVACOPPER US INC.

|/s/ Rick Van
      Nieuwenhuyse | 
|------------------------------- | 
|Per: Rick Van Nieuwenhuyse      | 





|/s/ Joseph
      Piekenbrock | 
|---------------------------- | 
|Joseph Piekenbrock           | 

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19

SCHEDULE A

|AsiaBaseMetals Inc. - Director  
|--------------------------------
|Mantra Capital Inc.  Director  
|Tintina Resources Inc. - Advisor

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20

SCHEDULE B

Illinois Creek Property located in Western Alaska. This
property is held by PIEKLLC and the Executive is the sole proprietor.

---