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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/AAmendment No.
1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended November 30, 2012

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ________ to ________

Commission File Number: 1-35447

NOVACOPPER INC.(Exact Name
of Registrant as Specified in Its Charter)

|British Columbia                         | 98-1006991         
|---------------------------------------- | -------------------
|(State or Other Jurisdiction of          | (I.R.S. Employer   
|Incorporation or Organization)           | Identification No.)
|                                         |                    
|Suite 2300, 200 Granville Street         |                    
|Vancouver, British Columbia              |                    
|Canada                                   | V6C 1S4            
|(Address of Principal Executive Offices) | (Zip Code)         

(604) 638-8088(Registrants Telephone Number,
Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class         | Name of Each Exchange on
      Which Registered
|--------------------------- | -----------------------------------------------
|Common Shares, no par value | NYSE MKT                                       

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [   ] No [X]

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes [   ] No [X]

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [   ]

Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files). Yes [X] No [   ]

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[   ]

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Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer [   ]                 | Accelerated filer [X]          
|--------------------------------------------- | -------------------------------
|Non-accelerated filer [   ]                   | Smaller reporting company [   ]
|(Do not check if a smaller reporting company) |                                

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [   ] No [X]

As at May 31, 2012, the aggregate market value of the
registrants Common Shares held by non-affiliates was approximately $76.9
million. As of February 28, 2013, the registrant had 52,767,511 Common Shares,
no par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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NOVACOPPER INC.

TABLE OF CONTENTS

|         |                                                                                                      | Page
|-------- | ---------------------------------------------------------------------------------------------------- | ----
|PART III |                                                                                                      | 3   
|Item 10. | DIRECTORS, EXECUTIVE OFFICERS
      AND CORPORATE GOVERNANCE                                         | 3   
|Item 11. | EXECUTIVE
      COMPENSATION                                                                         | 10  
|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 24  
|Item 13. | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 27  
|Item 14. | PRINCIPAL ACCOUNTANT FEES
      AND SERVICES                                                         | 28  
|PART IV  |                                                                                                      | 29  
|Item 15. | EXHIBITS AND FINANCIAL
      STATEMENT SCHEDULES                                                     | 29  

1

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Unless the context otherwise requires, the words we, us,
our, the Company and NovaCopper refer to NovaCopper Inc., a British
Columbia corporation, either alone or together with its subsidiaries as the
context requires as of November 30, 2012.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of
NovaCopper Inc. (NovaCopper, we, our, us, or the Company) for the year
ended November 30, 2012, which was originally filed with the U.S. Securities and
Exchange Commission (SEC) on February 12, 2013, is being filed to include the
responses to the items required by Part III that we previously intended to
incorporate by reference to the proxy statement for our 2013 annual meeting of
shareholders. Additionally, pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the Exchange Act), the Company has filed the
certifications required by Rule 13a-14(a) or 15d-14(a) of the Exchange Act.
Except as specifically provided otherwise herein, this Amendment No. 1 does not
reflect events occurring after February 12, 2013, the date of the filing of our
original Form 10-K, or modify or update those disclosures that may have been
affected by subsequent events. Accordingly, this Amendment No. 1 should be read
in conjunction with the Form 10-K originally filed on February 12, 2013.

2

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

The following table sets forth certain information with respect
to our current directors and executive officers. The term for each director
expires at our next annual meeting or at such time as his or her successor is
appointed and qualified, upon ceasing to meet the qualifications for election as
a director, upon death, upon removal by the shareholders or upon delivery or
submission to the Company of the director's written resignation, unless the
resignation specifies a later time of resignation. Each executive officer shall
hold office until the earlier of the date his resignation becomes effective, the
date his successor is appointed or he shall cease to be qualified for that
office, or the date he is terminated by the board of directors of the Company
(the Board). The name and location of residence, their ages and offices held
by the directors and executive officers has been furnished by each of them and
is current as of November 30, 2012. Unless otherwise indicated, the address of
each director and executive officer in the table set forth below is care of
NovaCopper Inc., Suite 2300, 200 Granville Street, Vancouver, British Columbia,
Canada.

|Name and Municipality
      of Residence | Position and
      Office Held          | Director/Officer Since | Age
|---------------------------------------- | --------------------------------------- | ---------------------- | ---
|Tony S. Giardini (2)(3)                  | Director                                | January 24, 2012       | 53 
|British Columbia, Canada                 |                                         |                        |    
|Dr. Thomas S. Kaplan (1)                 | Chairman                                | January 24, 2012       | 50 
|New York, USA                            |                                         |                        |    
|Terry Krepiakevich (2)                   | Director                                | April 27, 2011         | 60 
|British Columbia, Canada                 |                                         |                        |    
|Gregory A. Lang (4)                      | Director                                | January 24, 2012       | 57 
|Utah, USA                                |                                         |                        |    
|Igor Levental (5)(6)                     | Director                                | January 24, 2012       | 57 
|Colorado, USA                            |                                         |                        |    
|Kalidas V. Madhavpeddi (2)(3)(4)         | Director                                | January 24, 2012       | 57 
|Arizona, USA                             |                                         |                        |    
|Gerald J. McConnell (5)                  | Director                                | January 24, 2012       | 67 
|Nova Scotia, Canada                      |                                         |                        |    
|Clynton R. Nauman (4)                    | Lead Director                           | April 27, 2011         | 63 
|Washington, USA                          |                                         |                        |    
|Janice Stairs (3)(5)(6)                  | Director                                | April 27, 2011         | 53 
|Nova Scotia, Canada                      |                                         |                        |    
|Walter Segsworth (4)(6)                  | Director                                | January 24, 2012       | 63 
|British Columbia, Canada                 |                                         |                        |    
|Rick Van Nieuwenhuyse (6)                | Director, President and Chief           | April 27, 2011         | 57 
|British Columbia, Canada                 | Executive Officer of the
      Company. |                        |    
|Elaine M. Sanders                        | Vice President, Chief Financial         | April 29, 2011 (7)     | 43 
|British Columbia, Canada                 | Officer and Corporate
      Secretary   |                        |    
|Joseph R. Piekenbrock                    | Senior Vice President,                  | April 29, 2011         | 57 
|Colorado, USA                            | Exploration                             |                        |    

|(1) | Chairman of the Board.                                                                               
|--- | -----------------------------------------------------------------------------------------------------
|(2) | Member of the Audit Committee.                                                                       
|(3) | Member of the Compensation Committee.                                                                
|(4) | Member of the Environment, Health, Safety and Technical
      (EHST) Committee.                    
|(5) | Member of the Corporate Governance and Nominations
      Committee.                                  
|(6) | Member of the Corporate Communications
  Committee.                                                  
|(7) | Appointed Corporate Secretary on April 29, 2011 and Vice
      President and CFO on January 30, 2012.

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Tony S. Giardini, CA, CPAMr. Giardini is currently Chief Financial Officer of
      Kinross Gold Corporation and was Chief Financial Officer of Ivanhoe Mines
      Ltd. from May 2006 to April 2012. Prior to joining Ivanhoe Mines Ltd., Mr.
      Giardini spent more than 10 years with Placer Dome Inc. as Vice President
      and Treasurer, responsible for managing and overseeing the companys debt
      and capital market activities, including managing banking relationships
      with U.S., Canadian, and international banks. During his time at Placer
      Dome, Mr. Giardini led the financing team that raised in excess of US$1
      billion in debt and equity financings. Mr. Giardini is a Chartered
      Accountant and a Certified Public Accountant and spent 12 years with
      accounting firm KPMG prior to joining Placer Dome Inc.
      The Board has determined that Mr. Giardini should serve
      as a director due to his experience in finance, financial reporting and
      operations as a chief financial officer of a major mining company.
      Principal Occupation During Past Five Years: Chief
      Financial Officer of Kinross Gold Corporation (November 2012-present);
      Chief Financial Officer of Capstone Mining Corp. (August  November 2012);
      Chief Financial Officer of Ivanhoe Mines Ltd. (2006  2012); and Vice
      President and Treasurer of Placer Dome Inc. (2003  2006).
      Directorships Held During Past Five Years: NovaGold
      Resources Inc.
      Areas of experience include: finance, investment banking,
      governance, mining industry, treasury and
audit.


Dr. Thomas S. KaplanDr. Kaplan is Chairman of the Board of Directors of the
      Company as well as NovaGold Resources Inc.. He is also Executive Chairman
      of The Electrum Group LLC, a privately-held global natural resources
      investment management company which manages the portfolio of Electrum, the
      single largest shareholder of the Company. Dr. Kaplan is an entrepreneur
      and investor with a track record of both creating and unlocking
      shareholder value in public and private companies. Most recently, Dr.
      Kaplan served as Chairman of Leor Exploration & Production LLC, a
      natural gas exploration and development company founded by Dr. Kaplan in
      2003. In 2007, Leors natural gas assets were sold to EnCana Oil & Gas
      USA Inc., a subsidiary of Encana Corporation, for $2.55 billion. Dr.
      Kaplan holds Bachelors, Masters and Doctoral Degrees in History from
      Oxford University.
      The Board has determined that Dr. Kaplan should serve as
      a director due to his knowledge of economics and mergers and acquisitions
      in the mining sector.
      Principal Occupation During Past Five Years: Chairman and
      Chief Executive Officer of The Electrum Group LLC (2011 present);
      Chairman of Tigris Financial Group Ltd. (2007  2011); Principal of Tigris
      Financial Group (2011  present); and Chairman, Leor Exploration and
      Production LLC (2007  present).
      Directorships Held During Past Five Years: NovaGold
      Resources Inc.
      Areas of experience include: finance, mergers and
      acquisitions in the mining industry, mineral
exploration.


4

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Terry Krepiakevich, CAMr. Krepiakevich most recently was Chief Financial
      Officer of SouthGobi Resources Ltd. from July 2006 to 2011, a TSX and Hong
      Kong-listed company, and is a director of Western Lithium USA Corp.,
      Concordia Resource Corp., and St. Augustine Gold & Copper Ltd,
      TSX-listed companies. He has been a director of Alexco Resource Corp., a
      TSX and NYSE-listed mineral resources company, since July 2009. Mr.
      Krepiakevich serves as Chair of the Audit Committee for the above noted
      companies where he is a director, and has previously served as a member of
      Compensation, Nomination and Corporate Governance Committees. From
      November 2000 to July 2006, Mr. Krepiakevich was the Chief Financial
      Officer of Extreme CCTV Inc., which was formerly listed on the TSX, and
      also served as a director from June 2001 to July 2006. Mr. Krepiakevich
      was the Chief Executive Officer and a director of First Industrial Capital
      Corp. from September 1997 to March 2004. He was the Vice President of
      Finance and Chief Financial Officer of Maynards Industries from July 1988
      to June 2000. Mr. Krepiakevich is a Chartered Accountant, certified by the
      Institute of Chartered Accountants of British Columbia.
      The Board has determined that Mr. Krepiakevich should
      serve as a director due to his knowledge of finance, public markets,
      corporate governance and internal controls.
      Principal Occupation During Past Five Years: Chief
      Financial Officer of SouthGobi Resources Ltd. (2006  2011).
      Directorships Held During Past Five Years: Alexco
      Resource Corp., Concordia Resource Corp., Western Lithium USA Corporation,
      St. Augustine Gold and Copper Limited.
      Areas of experience include: finance, investment banking,
      governance, mining industry, treasury and
audit.


Gregory A. LangMr. Lang is President and Chief Executive Officer of
      NovaGold. Mr. Lang has over 30 years of diverse experience in mine
      operations, project development and evaluations, including experience as
      President of Barrick Gold of North America, a wholly-owned subsidiary of
      Barrick Gold Corporation. Mr. Lang has held operating and project
      development positions over his 10-year tenure with Barrick Gold
      Corporation and, prior to that, with Homestake Mining Company and
      International Corona Corporation, both of which are now part of Barrick
      Gold Corporation. He holds a Bachelor of Science in Mining Engineering
      from University of Missouri-Rolla and is a Graduate of the Stanford
      University Executive Program.
      The Board has determined that Mr. Lang should serve as a
      director due to his knowledge of mine building and operations.
      Principal Occupation During Past Five Years: President
      and Chief Executive Officer of NovaGold Resources Inc (January 2012
      present) and President of Barrick Gold of North America (2005 
2011).
      Directorships Held During Past Five Years: NovaGold
      Resources Inc., Sunward Resources Ltd.
      Areas of experience include: senior officer, mine
      engineering, construction, safety and
operations.


5

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Igor Levental, P.EngMr. Levental is President of The Electrum Group LLC, a
      privately-held global natural resources investment management company.
      Electrum, an affiliate of Electrum Group, is currently the largest
      shareholder of the Company. Mr. Levental is a director of Gabriel
      Resources Ltd., a TSX-listed company engaged in the development of major
      precious metals deposits in Romania. He is also a director of NovaGold
      Resources Inc., a TSX-listed company involved in the development of major
      projects in Alaska and British Columbia and Sunward Resources Ltd., a
      TSX-listed company engaged in the exploration and development of a large
      porphyry gold-copper project in Colombia. With more than 30 years of
      experience across a broad cross-section of the international mining
      industry, Mr. Levental has held senior positions with major mining
      companies including Homestake Mining Company and International Corona
      Corporation. Mr. Levental is a Professional Engineer with a BSc in
      Chemical Engineering and an MBA from the University of Alberta.
      The Board has determined that Mr. Levental should serve
      as a director due to his knowledge of corporate development and investor
      relations.
      Principal Occupation During Past Five Years: President of
      The Electrum Group LLC (2010  present); and Executive Vice President,
      Corporate Development of Electrum USA Ltd. (2007  2010).
      Directorships Held During Past Five Years: Sunward
      Resources Ltd., NovaGold Resources Inc., Gabriel Resources Ltd.
      Areas of experience include: corporate development,
      finance, mergers and acquisitions, corporate governance and mining
      industry.


Kalidas V. MadhavpeddiMr. Madhavpeddi has been President of Azteca Consulting
      LLC, an advisory firm to the metals and mining sector, since November
      2006. He is also the Chief Executive Officer of Forex Investment Group, a
      private Hong Kong based equity fund. His extensive career in the mining
      industry spans over 30 years including Phelps Dodge Corp. from 1980 to
      2006, starting as a Systems Engineer and ultimately becoming Senior Vice
      President for Phelps Dodge Corporation, a Fortune 500 company, responsible
      for the companys global business development, acquisitions and
      divestments, including joint ventures, as well as its global exploration
      programs. He was contemporaneously President of Phelps Dodge Wire and
      Cable, a copper and aluminum cable manufacturer with international
      operations in over ten countries, including Brazil and China. Mr.
      Madhavpeddi is an alumnus of the Indian Institute of Technology, Madras,
      India, the University of Iowa and the Harvard Business School.
      The Board has determined that Mr. Madhavpeddi should
      serve as a director due to his many years of experience in the copper
      industry with a major producer and his knowledge of mergers and
      acquisitions.
      Principal Occupation During Past Five Years: President of
      Azteca Consulting LLC (2006  present) and Chief Executive Officer of
      Forex Investment Group Limited (2011  present).
      Directorships Held During Past Five Years: Capstone
      Mining Corp., NovaGold Resources Inc., Namibia Rare Earths Inc.
      Areas of experience include: corporate strategy, mergers
      and acquisitions, mining operations and capital, marketing and
    sales.


6

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Gerald J. McConnell, Q.C.Mr. McConnell has over 25 years of experience in the
      resource sector. Mr. McConnell is a director and the Chief Executive
      Officer of Namibia Rare Earths Inc., a public Canadian company focused on
      the development of rare earth opportunities in Namibia. From 1990 to 2010,
      he was President and Chief Executive Officer of Etruscan Resources Inc., a
      West African junior gold producer. From December 1984 to January 1998, Mr.
      McConnell was the President of the Company and from January 1998 to May
      1999 he was the Chairman and Chief Executive Officer of the Company.
      Gerald McConnell, a graduate of Dalhousie Law School, was called to the
      bar of Nova Scotia in 1971 and received his Queens Counsel designation in
      1986.
      The Board has determined that Mr. McConnell should serve
      as a director due to his knowledge of legal and corporate governance.
      Principal Occupation During Past Five Years: Director and
      Chief Executive Officer of Namibia Rare Earths Inc. (2010  present) and
      President and Chief Executive Officer of Etruscan Resources Inc. (1990 
      2010).
      Directorships Held During Past Five Years: Namibia Rare
      Earths Inc., NovaGold Resources Inc., Etruscan Resources Inc.
      Areas of experience include: legal, compensation,
      operations, mining industry, senior officer and board
  governance.


Clynton R. NaumanMr. Nauman, Lead Director (as more particularly described
      under Statement of Corporate Governance Practices  Position
      Descriptions), is the President and Chief Executive Officer of Alexco
      Resource Corp. From January 2002 to January 2005, Mr. Nauman was the
      President of Asset Liability Management Group ULC and from February 1998
      until February 2003 Mr. Nauman was President of Viceroy Gold Corporation
      and Viceroy Minerals Corporation, and a director of Viceroy Resource
      Corporation. From 1993 to 1998, Mr. Nauman was the General Manager of
      Kennecott Minerals. Mr. Nauman has 25 years of diversified experience in
      the mining industry ranging from exploration and business development to
      operations and business management in the precious metals, base metals and
      coal sectors.
      The Board has determined that Mr. Nauman should serve as
      a director due to his work experience in Alaska, his knowledge of Alaskan
      operations and experience with exploration, environmental matters, mine
      safety and geology.
      Principal Occupation During Past Five Years: Chief
      Executive Officer of Alexco Resource Corp. and Asset Liability Management
      Group ULC (2005  present).
      Directorships Held During Past Five Years: Alexco
      Resource Corp., NovaGold Resources Inc.
      Areas of experience include: environmental, geology,
      exploration, mine development and operations, mining industry, senior
      officer, financing and corporate governance.


7

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Janice Stairs, LLB, MBAMs. Stairs has over 25 years of experience working with
      companies involved in the resource sector. Ms. Stairs is currently General
      Counsel to Namibia Rare Earths Inc., a TSX-listed explorer focused on rare
      earths in Namibia. Prior to joining Namibia Rare Earths in September 2011,
      Ms. Stairs was General Counsel to Endeavour Mining Corporation, a position
      she assumed in September 2010 after Endeavour acquired Etruscan Resources
      Inc. where Ms. Stairs had held the positions of Vice President and General
      Counsel since 2004. Prior to 2004, Ms. Stairs was a partner with the law
      firm of McInnes Cooper (formerly Patterson Palmer) located in Halifax,
      Nova Scotia, and she continues to act as counsel to the firm. Ms. Stairs
      practiced law in private practice for 19 years specializing in corporate
      finance, securities and resource-related issues for private and public
      companies. Ms. Stairs is a director and Chair of Nova Scotia Business
      Inc., a Nova Scotia crown corporation established to promote economic
      development in Nova Scotia. Ms. Stairs graduated from Dalhousie Law School
      and holds a Masters of Business Administration degree from Queens
      University.
      The Board has determined that Ms. Stairs should serve as
      a director due to her experience in securities compliance and public
      listing requirements and knowledge of legal and corporate governance.
      Principal Occupation During Past Five Years: General
      Counsel to Namibia Rare Earths Inc. (2011-present); General Counsel to
      Endeavour Mining Corporation (2010-2011); and Vice President and General
      Counsel of Etruscan Resources Inc. (2004  2010).
      Directorships Held During Past Five Years: None
      Areas of experience include: legal aspects of corporate
      finance, securities and resource-related issues for private and public
      companies.


Walter SegsworthMr. Segsworth is a director of Gabriel Resources Ltd.,
      Heatherdale Resources, Roxgold Inc., Telus World of Science, and is lead
      independent director of Pan American Silver. Mr. Segsworth has 40 years of
      experience in mining in Canada and overseas. Mr. Segsworth has served as a
      senior officer of several mining companies including Westmin Resources,
      where he was President and Chief Executive Officer, and Homestake Mining
      Company, where he was President and Chief Operating Officer. He is also
      currently lead independent director of Alterra Power Corp. Mr. Segsworth
      is past Chairman of both the Mining Associations of British Columbia (BC)
      and Canada and was named BC's Mining Person of the year in 1996. He
      received his bachelor of science in mining engineering from Michigan
      Technological University.
      The Board has determined that Mr. Segsworth should serve
      as a director due to his knowledge of mining engineering and
      operations.
      Principal Occupation During Past Five Years: Corporate
      director of various corporations.
      Directorships Held During Past Five Years: Heatherdale
      Resources Ltd., Pan American Silver Corp., Alterra Power Corp., Gabriel
      Resources Ltd., Roxgold Inc., UEX Corporation, Northern Dynasty Minerals
      Ltd., Explorator Resources Inc., Plutonic Power Corporation, Yukon Zinc
      Corporation, Great Basin Gold Ltd. and Centenario Copper Corporation.
      Areas of experience include: corporate governance, mining
      engineering and mining operations.


8

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Rick Van NieuwenhuyseMr. Van Nieuwenhuyse is the President and Chief Executive
      Officer of the Company. Mr. Van Nieuwenhuyse has more than 30 years of
      experience in the natural resource sector, including his role as Founder,
      President and Chief Executive Officer of NovaGold since 1997 and his role
      as Vice President of Exploration for Placer Dome Inc. from 1990 to 1997.
      In addition to his international exploration perspective, Mr. Van
      Nieuwenhuyse brings years of working experience in and knowledge of Alaska
      to the Company. Mr. Van Nieuwenhuyse has managed projects from grassroots
      discovery through to advanced feasibility studies, production and closure.
      Mr. Van Nieuwenhuyse holds a Candidature degree in Science from the
      Université de Louvain, Belgium, and a Masters of Science degree in Geology
      from the University of Arizona. He received the Thayer Lindsley award in
      2009 for his role in the Donlin Gold discovery.
      The Board believes that Mr. Van Nieuwenhuyse is an
      invaluable member of management due to his leadership skills. His
      understanding of Alaska, technical, economic and social aspects of the
      Companys UKMP Projects have significantly contributed to the advancement
      of the Companys core asset. Accordingly, the Board has determined that
      Mr. Van Nieuwenhuyse should once again serve as a director.
      Principal Occupation During Past Five Years: Former
      President and Chief Executive Officer of NovaGold Resources Inc.
      Directorships Held During Past Five Years: Alexco
      Resource Corp., AsiaBase Metals Inc., NovaGold Resources Inc., Tintina
      Resources Inc.
      Areas of experience include: exploration, geology,
      government relations, mining industry, financing, senior officer and board
      governance.


Elaine M. Sanders, CA, CPAMs. Sanders is the Chief Financial Officer and Corporate
      Secretary of NovaCopper and was Vice President, Chief Financial Officer
      and Corporate Secretary of NovaGold. She brings over 20 years of
      experience in audit, finance and accounting with public and private
      companies. She has been involved with numerous financings and
      acquisitions, and has listed companies on both the TSX and NYSE-MKT
      (previously AMEX). Elaine is responsible for all aspects of financial
      reporting, compliance and corporate governance of the Company. She holds a
      Bachelor of Commerce degree from the University of Alberta, a Chartered
      Accountant and a Certified Public Accountant.
      Principal Occupation During Past Five Years: Chief
      Financial Officer and Corporate Secretary of NovaCopper Inc. (2011
      present); Vice President, Chief Financial Officer and Corporate Secretary
      of NovaGold Resources Inc (2011  2012); and Vice President Finance and
      Corporate Secretary of NovaGold Resources Inc (2006  2011).
      Directorships Held During Past Five Years: none.
      Areas of experience include: finance, securities
      compliance, senior officer and corporate
governance.


Joseph R. PiekenbrockMr. Piekenbrock is the Senior Vice President, Exploration
      of NovaCopper and was Vice President, Exploration of NovaGold from 2002 to
      2012. He brings over 30 years of experience working in the minerals
      exploration and development sector. Prior to joining NovaGold in 2002, he
      worked extensively in northern climates through years of exploration for
      both Teck Cominco Ltd. and Placer Dome Inc. in Alaska. Mr. Piekenbrock
      holds a B.A. in Geology from the University of Colorado and an M.Sc. in
      Geology from the University of Arizona.
      Principal Occupation During Past Five Years: Vice
      President, Exploration of NovaGold Resources Inc.
      Directorships Held During Past Five Years: AsiaBaseMetals
      Inc. and Mantra Capital Inc.
      Areas of experience include: exploration, geology, and
      mining industry.


9

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Legal Proceedings

Neither the Company nor any of its property is currently
subject to any material legal proceedings or other adverse regulatory
proceedings. We do not currently know of any legal proceedings against us
involving our directors, executive officers or Shareholders of more than 5% of
our voting shares. None of our directors or executive officers has, during the
past ten years, been involved in any material bankruptcy, criminal or securities
law proceedings.

Audit Committee and Audit Committee Financial Expert

The Board has appointed an Audit Committee to assist the Board
in monitoring (i) the integrity of the financial statements of the Company, (ii)
the independent auditors qualifications and independence, (iii) the performance
of the Companys internal financial controls and audit function and the
performance of the independent auditors, and (iv) the compliance by the Company
with legal and regulatory requirements. The members of the Audit Committee are
elected annually by the Board at the annual organizational meeting. The members
of the Audit Committee shall meet the independence and experience requirements
of the NYSE-MKT and Section 10A(m)(3) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC. At least one member of the
Audit Committee shall be an audit committee financial expert as defined by the
SEC. The Companys Audit Committee consists of fully independent members and the
Companys audit committee financial expert is Terry Krepiakevich. The Audit
Committee meetings are held quarterly at a minimum. The Companys Audit
Committee Charter is available on the Companys website at
www.novacopper.com.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct and Ethics
(the Code) for the Companys directors, officers and employees. A copy of the
Code is available on the Companys website at www.novacopper.com, on
SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and may be
obtained free of charge by contacting the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and such 10%
shareholders are required to furnish the Company with copies of all Forms 3, 4
and 5 they file.

The Company was a foreign private issuer (as defined in Rule
3b-4 under the Exchange Act) during the entirety of the fiscal year ended
November 30, 2012 and was not subject to the reporting requirements of Section
16(a). The Company will be required in its Circular for the next fiscal year to
make a determination of whether it believes all transactions required to be
reported pursuant to Section 16(a) were timely reported by the Company's
officers, directors and greater than 10% Shareholders.

Item 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes and
explains the significant elements of the Companys executive compensation
program which was implemented during the 2012 fiscal year to attract, retain and
incentivize the Companys named executive officers (NEOs or Named Executive
Officers).

For the fiscal year ended November 30, 2011 the Company did not
have a compensation program or any NEOs as the Company was a wholly-owned
subsidiary of NovaGold. NovaGold provided various services to the Company for
the majority of 2012 through a services agreement (the Services Agreement)
including the services of Ms. Sanders as Chief Financial Officer (CFO).

On April 30, 2012 the Companys outstanding Common Shares were
distributed to shareholders of NovaGold by way of a statutory plan of
arrangement at which time the Company became a public company holding the Arctic
and Bornite projects (the Upper Kobuk Mineral Projects or UKMP Projects) as
the Companys material assets. Since April 30, 2012 until November 13, 2012, the
Company had been developing the Companys internal capabilities and,
accordingly, Ms. Sanders provided her services to the Company until November 13,
2012 pursuant to the terms of the Services Agreement. On November 13, 2012, Ms.
Sanders terminated her employment with NovaGold and entered into a contract of
employment with the Company.

The Companys current NEOs are:

- Mr. Rick Van Nieuwenhuyse, President and CEO

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- Ms. Elaine Sanders, Vice President and CFO
- Mr. Joseph Piekenbrock, Senior Vice President, Exploration

Ms. Sanders and Mr. Piekenbrock transitioned to NovaCopper from
similar roles at NovaGold based on a coordinated approach between the two
companies. With almost ten years of experience for each of Ms. Sanders and Mr.
Piekenbrock at NovaGold, both companies wished to retain expertise and knowledge
of the UKMP Projects with the spun-out company. Accordingly, the salaries and
benefits received by Ms. Sanders and Mr. Piekenbrock at NovaGold were considered
by the Compensation Committee in determining the appropriate compensation for
such individuals at NovaCopper.

Objectives of Compensation Program

The objectives of the Companys compensation program are to
attract, retain and incentivize highly qualified executive officers with the
talent and experience necessary for the success of the Company. The Companys
compensation program is designed to recruit and retain key individuals and
reward individuals with compensation that has long-term growth potential while
recognizing that the executives work as a team to achieve corporate results and
should be rewarded accordingly.

The Compensation Committee of the Board (the Compensation
Committee) evaluates each executive officer position to establish and enumerate
skill requirements and levels of responsibility. The Compensation Committee,
after referring to market information provided by its outside compensation
advisor, Roger Gurr & Associates (the Compensation Consultant), determines
compensation for the executive officers. The Company compensation philosophy for
2012 was to be in the 62.5th percentile of its Peer Group (defined below) for
base salaries paid to its NEOs, 75th percentile of its Peer Group for total cash
compensation based on individual and company performance paid to its NEOs (which
compensation includes base salary and annual short term incentives paid) and
50th percentile of its Peer Group for total long term incentives granted to its
NEOs.

Executive Compensation Policies and Programs

In establishing compensation objectives for executive officers,
the Compensation Committee seeks to accomplish the following goals:

- incentivize executives to achieve important corporate and personal
  performance objectives and reward them when such objectives are
  met;
- recruit and subsequently retain highly qualified executive officers by
  offering overall compensation that is competitive with that offered for
  comparable positions at Peer Group companies; and
- align the interests of executive officers with the long-term interests of
  Shareholders through participation in the Companys stock- based compensation
  plans.

Currently, the Companys executive compensation package
consists of the following principal components: base salary, annual incentive
cash bonus, various health plan benefits, registered retirement savings plan
(RRSP) matching for Canadian NEOs, individual retirement account (IRA)
matching for U.S. NEOs, and long-term incentives in the form of stock options
and restricted share units.

The following table summarizes the different elements of the
Companys total compensation package:

COMPENSATION ELEMENT
    OBJECTIVE
    KEY FEATUREBase Salary
    Provide a fixed level of cash compensation for
      performing day-to-day responsibilities.
    Base salary bands were created and annually
      reviewed based on 62.5thpercentile of the market data for base
      salary. Actual increases are based on individual performance.Annual Incentive Plan
    Reward for short-term performance against
      corporate, department, and individual goals.
    Cash payments based on a formula. Each NEO has
      a target percentile opportunity based on the 75thpercentile of
      the market data for total cash. Actual payout depends on performance
      against corporate, group and individual goals. Minimum Company performance
      needs to be met before a payout occurs.Stock Options
    Align management interests with those of
      shareholders, encourage retention and reward long-term Company
      performance.
    Calculations are based on targets for each NEO
      determined by targeting the 50thpercentile of the market data
      for total direct compensation. Stock option grants generally vest over 2
      years and have a 5-year life.


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Restricted Share Units
    Align management interests with those of
      shareholders, encourage retention and reward long-term Company
      performance.
    Calculations are based on targets for each NEO
      determined by targeting the 50thpercentile of the market data
      for total direct compensation. RSU grants may vest over a period of 2
      years.Retirement Plans: RRSP (Canadian employees) and IRA (U.S.
      employees)
    Provide retirement savings.
    RRSP  Company matches 100% of the employees
      contribution up to 5% of base salary. IRA  Company matches 100% of the
      employees contribution up to 3% of base salary.Health Plan Benefits
    Provide security to employees and their
      dependents pertaining to health and welfare risks.
    Coverage includes medical and dental benefits,
      short- and long-term disability insurance, life insurance and employee
      assistance plan.


Annual Compensation Decision-Making Process

Each year, the executive team establishes goals and initiatives
for the upcoming year that include key priorities. The CEO presents these goals
and initiatives to the Board for approval. Similarly, the CEO and the Chair of
the Compensation Committee work together to establish goals for the CEO for the
upcoming fiscal year and the CEO follows a process similar to the other
NEOs.

The 2013 Corporate Goals Include:

- Operate a Safe Workplace
- Execute Exploration Drilling Program
- Maintain Operational/Departmental Excellence
- Develop People and Stakeholder Strategy
- Advance UKMP Projects

Performance relative to these goals is reviewed at year-end and
performance ratings are determined for the Company by the Board, for the CEO by
the Compensation Committee and for each of the other NEOs by the CEO. These
performance ratings are used in making decisions and calculations related to
base salary increases, annual incentive payouts and stock-based grants.

The Board can exercise discretion in determining the
appropriate performance rating for the Company and executive officers based on
their evaluation of performance against goals set at the beginning of the year.
The size of any payout or award is dependent on the performance rating as
determined by the Board. The rating can be 0% to 150%.

The Compensation Committee makes a recommendation to the Board
regarding the CEOs base salary, annual incentive payout and stock-based grant.
The Compensation Committee also reviews the performance and compensation
recommendations for the NEOs by the CEO and makes the final determination
regarding the same.

Base salary increases are effective January 1stof
each year and annual incentive payments are usually paid out shortly after each
performance cycle. The Companys performance cycle is aligned with its fiscal
year end.

The bar graph below illustrates how much of compensation is
cash versus non-cash based on the salary guidepost for each NEO and his or her
annual incentive and long-term incentive targets for 2012. The actual pay mix
may vary depending on whether goals are met since performance factors are used
in the calculation of annual incentive pay and long term incentive pay.

Following the compensation review that was completed in 2012,
the Total Direct Compensation Pay Mix for 2013 will be:

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The Company was not previously required to conduct an advisory
vote on executive compensation, commonly referred to as a Say on Pay proposal.
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and Section 14A of the Exchange Act, the Company is asking you
pursuant to this Circular to consider and, if deemed advisable, pass a
non-binding resolution approving the compensation of the Companys Named
Executive Officers as disclosed herein.

Risk Assessment of Compensation Policies and
Practices

Annually, the Compensation Committee conducts a risk assessment
of the Companys compensation policies and practices as they apply to all
employees, including all executive officers. The design features and performance
metrics of the Companys cash and stock-based incentive programs along with the
approval mechanisms associated with each were evaluated to determine whether any
of these policies and practices would create risks that are reasonably likely to
have a material adverse effect on the Company.

As part of the review, the following characteristics of the
Companys compensation policies and practices were noted as being
characteristics that the Company believes reduce the likelihood of risk-taking
by the Companys employees, including the Companys officers and
non-officers:

- The Companys compensation mix is balanced among fixed components such as
  salary and benefits, annual incentive payments and long-term incentives,
  including restricted share units and stock options.
- The Compensation Committee, under its charter, has the authority to retain
  any advisor it deems necessary to fulfill its obligations and has engaged the
  Compensation Consultant. The Compensation Consultant assists the Compensation
  Committee in reviewing executive compensation and provides advice to the
  Committee on an as needed basis.
- The annual incentive program for the executive management team, which
  includes each of the NEOs, is approved by the Board. Individual payouts are
  based on a combination of financial metrics as well as qualitative and
  discretionary factors.
- Stock-based awards are all recommended by the Compensation Committee and
  approved by the Board.
- The Board approves the compensation for the President and CEO based upon a
  recommendation by the Compensation Committee comprised of all independent
  directors.
- The nature of the business in which the Company operates requires some
  level of risk taking to achieve growth of reserves and development of mining
  operations in the best interest of all stakeholders. Consequently, the
  executive compensation policies and practices have been designed to encourage
  actions and behaviours directed towards increasing long term value while
  modifying and limiting incentives that promote excessive risk taking.

Based on this assessment, it was concluded that the Companys
compensation policies and practices do not create risks that are reasonably
likely to have a material adverse effect on the Company.

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NEOs and directors are not permitted to purchase financial
instruments, including, for greater certainty, prepaid variable forward
contracts, equity swaps, collars, or units of exchange funds that are designed
to hedge or offset a decrease in market value of equity securities granted as
compensation or held, directly or indirectly, by the NEO or director.

Peer Group

On February 15, 2012, the Company retained the Compensation
Consultant to assist the Compensation Committee in determining compensation
levels for each of the three main components for the Companys directors and
NEOs. The Compensation Consultants work encompasses the review of the Companys
executive compensation philosophies against comparable peer group of mining
companies using the publicly available filings of peer companies.

A compensation comparator group of mining companies has been
developed using the following ideal criteria:

- Exploration/development phase
- Significant potential asset (one or two)
- Market cap up to $1 billion (most below $500 million)
- Projects focused in North America (or low risk jurisdictions)
- Mining (copper primarily)
- Experienced full time executive team

The Company considers the above selection criteria to be
relevant because the criteria reflect the types of companies and the market in
which the Company primarily competes for talent.

Based upon considerations of company size, stage of development
and operating jurisdictions, the following peer comparators were selected:

Alexco Resource Corp.
    Nevada Copper Corp.Augusta Resource Corp.
    NGEx Resources Inc.Avalon Rare Metals Inc.
    Paramount Gold and Silver Corp.Colossus Minerals Inc.
    Queenston Mining Inc.Copper Mountain Mining Corp.
    Romarco Minerals Inc.Duluth Metals Ltd.
    Sabina Gold and Silver Corp.International Tower Hill Mines Ltd.
    Torex Gold Resources Inc.Mercator Minerals Ltd.
    Victoria Gold Corp.


(collectively, the Peer Group)

Compensation Elements

After compiling the information based on salary, bonus and
other types of cash and equity based compensation programs obtained from the
public disclosure records of the Peer Group, the Compensation Consultant
reported its findings to the Compensation Committee and made recommendations to
the Compensation Committee regarding compensation targets for directors and
NEOs.

The Compensation Committee has set the following compensation
targets for the Companys NEOs for the 2013 fiscal year:

- CEO
    
     
    Base Salary  62.5th percentile of Peer GroupAnnual Incentive Target  70% of base salaryLong Term Incentive Target 160% of base salary
- Base Salary  62.5th percentile of Peer Group
- Annual Incentive Target  70% of base salary
- Long Term Incentive Target 160% of base salary

- VP & CFO and Senior VP, Exploration
    
     
    Base Salary  62.5th percentile of Peer GroupAnnual Incentive Target  50% of base salaryLong Term Incentive Target  100% of base salary
- Base Salary  62.5th percentile of Peer Group
- Annual Incentive Target  50% of base salary
- Long Term Incentive Target  100% of base salary

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Base Salary

Salaries for executive officers are determined by evaluating
the responsibilities inherent in the position held and the individuals
experience and past performance, as well as by reference to the competitive
marketplace for management talent at other Peer Group companies. The
Compensation Committee refers to market information provided by the Compensation
Consultant.

The Compensation Consultant matched the executives to those
individuals performing similar functions. The Company targeted the 62.5 thpercentile of this market data to determine the salary bands for the
NEOs.

As a result of the compensation review conducted in 2012, the
Compensation Committee has recommended leaving the current salary bands
unchanged for 2013.

The Company targets base salaries above the median to assist in
attracting and retaining the key people that the Company needs to be successful.

The Company will conduct a Peer Group review for its NEOs
annually. For the Companys other officers, the PriceWaterhouseCoopers Mining
Industry Salary Surveys were used as the source of compensation data.

When determining actual base salary increases for the NEOs, the
CEO and Compensation Committee look at the guideposts (62.5 thpercentile of the market data) of the salary bands and determine the
increase based on the NEOs performance. Individual performance is evaluated
based on goals and initiatives set at the beginning of the year. The CEO
determines a salary increase budget for each year based on market data from
consulting companies and considering the Companys financial resources. Using
this budget and taking into account individual performance and the individuals
position in his or her salary band, the CEO may recommend an increase for one or
all NEOs. The Compensation Committee makes a recommendation for the CEOs base
salary increase, also taking into account the budget set and the CEOs
individual performance.

If the NEO is fully competent in his or her position, the NEO
will be paid between 95% to 105% of the guidepost. Developing NEOs would be paid
between 80% to 94% of the guidepost and NEOs who consistently perform above
expectation can be paid between 106% to 120% of the guidepost.

NEOs Base Salary Compared to Salary Band Guideposts

Name
    2013 Base Salary
      Compared to Salary Band Guidepost
    ReasonRick Van Nieuwenhuyse
    Above: 108% of guidepost
    The NEOs base salary is above the salary range guidepost
      for his role and level due to his past and current performance,
      specifically with his knowledge of Alaska, his geological experience in
      the Ambler mining district and his long term relationships with NANA
      Regional Corp and the governmental bodies within the State of Alaska.Elaine Sanders
    Above: 117% of guidepost
    The NEOs base salary is above the salary range guidepost
      for her role and level due to her past and current performance with
      consideration of retaining her past experience and knowledge of the UKMP
      Projects with the spin-out of the Company.Joseph Piekenbrock
    Above: 112% of guidepost
    The NEOs base salary is above the salary range guidepost
      for his role and level due to his past and current performance with
      consideration of retaining his past experience and knowledge of the UKMP
      Projects with the spin-out of the Company.


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Base Salary Increases for 2013

The Compensation Committee approved the following base salary
increases for 2013:

Name
    Title
    2012 Base Salary(1)
    2013 Base Salary
    % ChangeRick Van Nieuwenhuyse
    President & CEO
    C$400,000
    C$400,000
    0%Elaine Sanders
    VP & CFO
    C$299,600
    C$299,600
    0%Joseph Piekenbrock
    Senior VP, Exploration
    US$265,000
    US$285,000
7.5%


(1) 2012 base salary for Ms. Sanders is carried over from
NovaGold. Ms. Sanders began her employment with the Company on November 13, 2012
and prior to that date provided her services under the Services Agreement
between the two companies. 2012 base salary for Mr. Piekenbrock is carried over
from NovaGold. Mr. Piekenbrock began his employment with the Company on May 1,
2012.

Annual Incentive Plan

At the end of each fiscal year, the Compensation Committee
reviews actual performance against the objectives set by the Company and the
NEOs for such fiscal year. The assessment of whether the Companys objectives
for the year have been met includes, but is not limited to, considering the
quality and measured progress of the Companys exploration projects, raising of
capital, corporate alliances and similar achievements.

The Company considers the 75thpercentile for annual
incentive targets for NEOs.

The annual incentive formula is as follows:

[(Corporate performance) + (Group performance) + (Individual
performance)] x target % x base salary = payout

A minimum corporate performance needs to be met prior to any
payout.

Annual Incentive Payout for 2012

Actual incentive awards for 2012 were based on performance
relative to goals and initiatives set for 2012. Performance is measured in three
areas: corporate, group and individual. Performance ratings for each area range
from 0% to 150%.

Discussions around corporate goals for the following year are
started during a strategy session held in the fall of the preceding year. All
executive officers and some managers are involved in the strategy session.
During the session, goals and initiatives are set in three areas: Operational
Excellence, People & Partnerships and Generating Value. These corporate
goals and initiatives are approved by the Board. Group and individual goals and
initiatives flow from the corporate goals and initiatives to ensure that
everyones efforts are linked to the success of the Company.

The Company also focuses on setting goals and initiatives
around its core values which include safety, respect for people and nature,
community, integrity, teamwork, communication, and ownership.

The following table outlines the results of the annual
incentive calculation for 2012:

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Name
    AnnualIncentiveTarget
    2012
      AnnualIncentive Payout ($)
    2012 CorporateWeighting/Rating
    2012 GroupWeighting/Rating
    2012 IndividualWeighting/RatingRick Van Nieuwenhuyse
    70%
    349,222
    80% / 125%
    0% / n/a
    20% / 125%Elaine Sanders
    50%
    58,739 (1)
    40% / 125%
    35% / 135%
    25% / 135%Joseph Piekenbrock
    50%
    118,850 (1)
    40% / 125%
    35% / 140%
    25% / 140%


(1) 2012 annual incentive payouts were pro-rated for the period
of time the individual worked for NovaCopper in 2012, including time worked for
NovaCopper through the Services Agreement with NovaGold.

Mr. Van Nieuwenhuyse was awarded his annual bonus in
recognition of his leadership skills and personal performance, as well as the
significant contributions he made to the Company in 2012. Specifically, his
leadership led to a progressive agreement with NANA Regional Corporation in
2011, the spin out of NovaCopper, and building a strong leadership team.

Ms. Sanders was awarded her annual bonus in recognition of her
leadership of the finance team. Specifically, she is recognized for her efforts
with respect to the establishment of the Company and for overseeing all aspects
of the Companys regulatory compliance.

Mr. Piekenbrock was awarded his annual
  bonus in recognition of his leadership of the Companys exploration initiatives.
  Due in part to his effort and the efforts of his team, the Company had excellent
  exploration drilling results at its Upper Kobuk Mineral Projects.

Based on the results of the 2012 compensation review, no
changes are being made to the annual incentive targets for 2013.

Stock-Based Incentive Plans

Stock-based grants are generally awarded to executive officers
at commencement of employment and periodically thereafter. For annual grants,
stock options and/or RSUs are granted based on a target percentage of base
salary for each NEO. The purpose of granting stock options and/or RSUs is to
assist the Company in compensating, attracting, retaining and motivating
directors, officers, employees and consultants of the Company and to closely
align the personal interests of such persons to that of the Shareholders. These
equity vehicles were chosen because the Company believes that these vehicles
best incentivize the team to focus their efforts on increasing shareholder
value.

The Company targeted the 50thpercentile of the
total direct compensation data provided by the Compensation Consultant for the
NEOs. Based on the results of the 2012 compensation review, no changes are being
made to the stock based compensation targets for 2013.The Company uses two
different plans for stock-based grants for its executive officers, the Stock
Option Plan and the Restricted Share Unit Plan. The percentage of stock options
versus RSUs granted is determined by the Compensation Committee for each grant.
The Companys equity incentive plan was adopted on February 27, 2012 (the
Stock Option Plan) and is for the benefit of the officers, directors,
employees and consultants of the Company or any subsidiary company. Stock
options granted to the NEOs pursuant to the Equity Incentive Plan as at the date
hereof each have a five-year life and vest over two years: 2/3 on the first
anniversary of the grant and 1/3 on the second anniversary of the grant
date.

Stock-Based Grants in 2012

The Compensation Committee has approved the grant of a total of
800,000 stock options to Ms. Sanders and Mr. Piekenbrock. The shareholders of
NovaGold approved a one-time grant of 1,875,000 stock options to Rick Van
Nieuwenhuyse on the effective date of the spin-out. A total of 2,675,000 stock
options have been granted to the NEOs and represents approximately 5.7% of the
total common shares issued and outstanding.

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The following table outlines details of the 2012 grant:

Name
    Long-term
      Incentive Target
    Stock Option Grant
      #
    Grant Price
      Cdn$Rick Van Nieuwenhuyse
    160%
    1,875,000
    3.11Elaine Sanders
    100%
    400,000
    3.11Joseph Piekenbrock
    100%
    400,000
    3.11


Retirement Plans

The purpose of the Companys retirement plans is to assist
eligible employees with accumulating capital toward their retirement. The
Company has an RRSP plan for Canadian employees whereby employees are able to
contribute up to 5% of their base salary and receive a 100% Company match. The
Company has an IRA plan for U.S. employees whereby employees are able to
contribute up to 3% of their base salary and receive a 100% Company match.

Benefits

The Companys benefit programs provide employees with health
and wellness benefits. The programs consist of health and dental benefits, life
insurance, disability insurance, accidental death and dismemberment insurance,
and an employee assistance plan. The only benefit that NEOs receive beyond those
provided to other employees is eligibility for a paid bi-annual executive
physical.

Compensation Governance

The Compensation Committee is a standing committee of the Board
and is appointed by and reports to the Board, with a mandate to assist the Board
in fulfilling its oversight responsibilities related to:

- ensuring that the Company has in place programs to attract and develop
  management of the highest caliber and a process to provide for the orderly
  succession of senior executives including the annual receipt of the CEOs
  current recommendation;
- developing and maintaining a position description for the CEO and
  assessing the performance of the CEO against the CEOs position description,
  goals and objectives;
- reviewing and recommending for approval by the Board, the annual salary,
  bonus and other benefits, direct and indirect, including targets tied to
  corporate goals and objectives, of the CEO;
- reviewing and recommending to the Board the frequency with which the
  Company will conduct a shareholder advisory vote on executive compensation and
  to review the results of shareholder advisory vote on executive compensation
  and consider recommendations to the Companys policies;
- recommending to the Board compensation policies and guidelines for the
  Company and overseeing the implementation and administration of compensation
  policies and programs concerning executive compensation, contracts, stock
  plans or other incentive plans and proposed personnel changes involving
  officers reporting to the CEO;
- approving compensation, incentive plans and equity-based plans for all
  other key employees; and
- reviewing the adequacy and form of the compensation of directors.

The charter of the Compensation Committee is available at
www.novacopper.com. More information regarding the responsibilities and
operations of the Compensation Committee and the process by which compensation
is determined is discussed elsewhere in this Report on Executive Compensation
and below under the heading Compensation of Directors.

For the year ended November 30, 2012, the Compensation
Committee consisted of three independent directors: Mr. Giardini, Mr.
Madhavpeddi and Ms. Stairs. Mr. Giardini is the Chair of the Compensation
Committee. All members of the Compensation Committee are non-executive directors
of the Company.

Tony Giardini, CA and CPA, is the Chief Financial Officer at
Kinross Gold Corporation and was formerly the Chief Financial Officer at Ivanhoe
Mines Ltd. (Ivanhoe). In his role at Ivanhoe, Mr. Giardini also worked with a
compensation consultant to assist with director and executive compensation
reviews.

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Employment Agreements

The Company has entered into employment agreements with all the
NEOs to address many issues important in the employer-employee relationship
including:

- term of employment;
- amount of compensation and any included benefits such as vacation or
  health plan;
- the duties, tasks and responsibilities expected of the employee;
- termination provisions including in the event of a change of control;
- confidentiality of information to prevent employees from disclosing to
  others any confidential information after the employment ends;
- non-solicitation restrictions to prevent the employee from attempting to
  solicit other employees; and
- any other issues specific to the employment situation.

Rick Van Nieuwenhuyse

Mr. Van Nieuwenhuyse was employed by the Company as President
and Chief Executive Officer effective January 9, 2012. For the fiscal year ended
November 30, 2012, Mr. Van Nieuwenhuyse was entitled to an annual salary of
$399,111 (C$400,000).

Pursuant to the terms of his employment contract, Mr. Van
Nieuwenhuyse receives an annual base salary of C$400,000, which is reviewed
annually by the Compensation Committee in consultation with Mr. Van Nieuwenhuyse
and may be adjusted for the next year based on his performance and the
performance of the Company, provided, however, that in no event shall the salary
be less than the salary payable in the previous fiscal year. Pursuant to his
employment contract, the grant of any annual incentive payments would be at the
sole discretion of the Companys Board of Directors.

In further recognition of his appointment, the employment
agreement provided a grant of 135,000 common shares and 1,875,000 stock options
of the Company on the effective date of the spin-out of the Company by NovaGold
which was completed on April 30, 2012. The common shares and stock options were
approved by NovaGolds shareholders and the options are exercisable for a period
of five years at an exercise price of C$3.11, which was calculated as the volume
weighted average trading price of NovaCoppers shares on the TSX for the five
trading days commencing on the sixth trading day following the effective date of
the spin-out, with two-thirds of the options to vest on the first anniversary of
the effective date and the final one-third to vest on the second anniversary of
the effective date, which the effective date was April 30, 2012.

Mr. Van Nieuwenhuyse also received an annual car allowance in
the amount of C$14,976 and a monthly amount of C$317 in lieu of a life insurance
policy.

Elaine Sanders and Joseph Piekenbrock

Pursuant to an employment contract with the Company effective
November 13, 2012, Ms. Sanders is employed by the Company as Vice President and
Chief Financial Officer. For the fiscal year ended November 30, 2012, Ms.
Sanders was entitled to an annual salary of $298,934 (C$299,600).

Pursuant to an employment contract with the Company effective
May 1, 2012, Mr. Piekenbrock is employed with the Company as Senior Vice
President, Exploration. For the fiscal year ended November 30, 2012, Mr.
Piekenbrock was entitled to an annual salary of $265,000.

Termination of Employment or Change of Control

The following termination clauses are in effect under all NEOs
employment contracts.

In the event of a change of control of the Company, the Company
shall continue to employ the NEOs and the NEOs shall continue to serve the
Company in the same capacity and each shall have the same authority,
responsibilities and status that each had immediately prior to the change of
control, subject to the Companys right to terminate the NEOs employment upon
payment of severance.

Notwithstanding the foregoing, if, within the 12 month period
immediately following a change in control, an NEO advises the Company in writing
within 90 days of the date the NEO becomes aware of certain changes to the terms
of employment after a change of control (and the Company has not cured the
condition within 30 days from receipt of such notice), the NEOs employment with
the Company will be deemed to be terminated. Deemed termination
upon a change of control has occurred if (i) there is a material change (other
than a promotion) in the NEOs position, duties, responsibilities, title or
office in effect immediately prior to any change of control; (ii) a material
reduction in the NEOs base salary in effect immediately prior to any change of
control; or (iii) any material breach by the Company of any material provision
of the employment agreement.

19

---

If an NEOs employment with the Company is deemed to be
terminated, the Company is required to pay such NEO (i) a lump sum payment equal
to the NEOs annual base salary plus such NEOs annual incentive target for the
fiscal year pursuant to the Companys annual incentive program, multiplied by
two, if such termination occurs prior to the first anniversary of the NEOs
employment agreement; or (ii) a lump sum payment equal to the NEOs annual base
salary at the time of termination plus such NEOs annual incentive earned in the
previous fiscal year pursuant to the Companys annual incentive program,
multiplied by two, if such termination occurs following the first anniversary of
the NEOs employment agreement (the Severance Payment).

A change of control means any of the following:

- at least 50% in fair market value of all the assets of the Company are
  sold;
- a direct or indirect acquisition by a person or group of persons of the
  voting shares of the Company constitutes 40% or more of the outstanding voting
  shares of the Company;
- a majority of the then-incumbent Board of Directors nominees for election
  to the Board of the Company are not elected at any annual or special meeting
  of the shareholders; or
- the Company is merged, consolidated or reorganized into or with another
  entity as a result of such business combination, more than 40% of the voting
  shares of such body immediately after such transaction are beneficially held
  in aggregate by a person or corporate body that beneficially held less than
  40% of the voting shares of the Company immediately prior to such transaction.

If the employment contract is terminated by the NEO upon a
material breach by the Company, or terminated by the Company for reasons other
than just cause, death, or extended inability to perform the NEOs duties under
the employment agreement, the Company is obliged to pay to such NEO the
Severance Payment. An estimate of Severance Payment for each of the NEOs based
on current salary and annual incentive target are C$1,360,000 for Rick Van
Nieuwenhuyse, C$898,800 for Elaine Sanders and $855,000 for Joe Piekenbrock.

The Company is also required to maintain group insurance
benefits for Mr. Van Nieuwenhuyse and Ms. Sander for a period of 12 months after
termination in the circumstance described above or pay to the executive an
amount equal to the present value of the Companys cost of providing such
benefits. Additionally, the Company will be obligated to pay Mr. Piekenbrock a
lump sum payment equal to the Companys cost of providing group life and long
term disability insurance coverage for a period of 12 months.

If the employment agreement is terminated as a result of the
NEOs permanent or extended inability to perform the NEOs duties under the
employment agreement, the Company is obligated to pay an amount equal to all
accrued and unpaid salary as of the date of termination and a lump sum payment
equal to the NEOs annual salary at the time of termination.

Other than as set out above, there are no other termination
clauses or change of control benefits in the employment agreements, or any other
contract, agreement, plan or arrangement entered into with the NEO.

The contracts of each of the NEOs continue indefinitely, unless
and until terminated in accordance with the terms of their employment
agreements.

Summary Compensation Table

The summary compensation table below sets out NEO compensation
information including annual salary, incentive bonuses and all other
compensation earned during the fiscal year ended November 30, 2012.

20

---

Named Executive Officer
      Principal Position
    Year
    Salary $
    Bonus
      $
    Stock
      Awards(1) $
    Non-Equity
      Incentive Plan Compensation $
    Change in Pension
      Value and Nonqualified Deferred
      Compensation Earnings $
    All Other
      Compensation $
    Total $Rick Van Nieuwenhuyse, President and Executive
      Officer(2)
    2012
    349,222
    349,222
    6,677,516
    -
    -
    37,551
    7,413,511Elaine Sanders, Vice President and Chief Financial
      Officer(3)
    2012
    74,983
    58,739
    600,064
    -
    -
    623
    734,409Joseph Piekenbrock, Vice President
      Exploration(4)
    2012
    152,508
    118,850
    825,798
    -
    -
    -
    1,097,155


|(1) | Amounts in respect of stock awards are based on the fair
      value of the grants as at the grant date. Option-based awards are valued
      using the Black-Scholes valuation model, which includes vested and
      unvested amounts.                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Amounts for Mr. Van Nieuwenhuyse are from his date of
      employment of January 9, 2012. Vested at November 30, 2012 for Mr. Van
      Nieuwenhuyse: $nil of option-based awards and C$553,500 of stock-based
      awards calculated for 135,000 common shares at C$4.10 per share. Other
      compensation for Mr. Van Nieuwenhuyse includes $17,461 of matching
      contributions to Mr. Van Nieuwenhuyses registered retirement savings
      plan, $2,910 of matching contributions to a savings plan and $17,179 of
      other allowances including car allowance and amounts in lieu for life
      insurance premiums.
|(3) | Amounts for Ms. Sanders include amounts charged by
      NovaGold for services provided by Ms. Sanders as an officer of the Company
      from May 1  November 12, 2012, and amounts from her employment date of
      November 13, 2012. Vested at November 30, 2012 for Ms. Sanders: $nil of
      option-based awards and $nil of stock-based awards. Other compensation for
      Ms. Sanders includes $623 of matching contributions to Ms. Sanderss
      registered retirement savings plan.                                                                                                                                
|(4) | Amounts for Mr. Piekenbrock are from his date of
      employment of May 1, 2012. Vested at November 30, 2012 for Mr.
      Piekenbrock: $nil of option-based awards and $nil of stock-based
      awards.                                                                                                                                                                                                                                                                                                                                                                                                                           

To calculate Stock Awards, the dollar value to be delivered to
each NEO is calculated based on the targets approved for each NEO role as well
as the performance of the individual and Company. The Black-Scholes option
valuation model is used because it provides a fair value widely accepted by the
business community and is regarded as one of the best ways of determining fair
prices of options. The fair value based on the Companys historical stock prices
to determine the stocks volatility, the expected life of the option which is
based on the average length of time similar option grants in the past have
remained outstanding prior to exercise and the vesting period of the grant.

Incentive Plan Awards

2012 Grants of Plan-Based Awards

No stock option awards were re-priced during 2012. The number
of stock options outstanding includes vested and unvested awards.

21

---

The following table provides information related to grants of
plan-based awards to our NEOs in respect of the 2012 fiscal year.

Name
    Grant
      Date
    Estimated Future
      Payouts Under Non-Equity Incentive Plan Awards
    Estimated Future
      Payouts Under Equity Incentive Plan Awards
    **All
      Other** **Stock** **Awards:**
      **Number of** Shares of Stock or
      Units #
    **All
      Other** **Option** **Awards:**
      **Number of** Securities Underlying
      Options #
    **Exercise** **or Base**
      Price of Option Awards C$/Sh
    Grant Date
      Fair Value of Stock and Option
      AwardsThreshold$
    **Target**$
    **Maximum**$
    **Threshold**#
    **Target**#
    **Maximum**
      #Rick Van Nieuwenhuyse
    04/30/2012
    -
    -
    -
    -
    -
    -
    76,005
    1,875,000
    3.11
    6,677,516Elaine Sanders
    04/30/2012 07/10/2012
    -
    -
    -
    -
    -
    -
    -
    250,000 150,000
    3.11 3.11
    516,124 83,941Joseph Piekenbrock
    04/30/2012
    -
    -
    -
    -
    -
    -
    -
    400,000
    3.11
    825,798


Outstanding Equity Awards at 2012 Fiscal Year-End

The following table provides information related to the
outstanding stock option awards and stock awards held by each of our NEOs at
November 30, 2012.

Name
    Option Awards
    Stock AwardsNumber of
      Securities Underlying Unexercised
      Options # Exercisable
    Number of
      Securities Underlying Unexercised
      Options # **Unexercisable**
    Equity Incentive
      Plan Awards: Number of Securities
      Underlying Unexercised Unearned
      Options **#**
    Option
      Exercise Price C$
    Option
      Expiration Date
    Numberof
      Shares or Units of Stock That
      Have NotVested #
    Market **Value
      of**Shares or Units ofStock
      That **Have Not** Vested
      #
    Equity
      Incentive Plan Awards: **Number of**Unearned **Shares, Units**or
      Other Rights That Have Not Vested
      #
    Equity Incentive
      Plan Awards: Market or **Payout
      Value** of Unearned **Shares,
      Units**or Other Rights That Have
      Not Vested $(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Rick Van Nieuwenhuyse
    -
    1,875,000(1)
    -
    3.11
    04/29/2017
    -
    -
    -
    -Elaine Sanders
    -
    250,000(1) 150,000(1)
    -
    3.11 3.11
    04/29/2017 07/09/2017
    -
    -
    -
    -Joseph Piekenbrock
    -
    400,000(1)
    -
    3.11
    04/29/2017
    -
    -
    -
    -


(1)Vesting two-thirds on April 30, 2013 and
one-third on April 30, 2014.

22

---

2012 Option Exercises and Stock Vested

The following table provides information regarding stock that
vested and stock options that were exercised by our NEOs during 2012. Option
award value realized is calculated by subtracting the aggregate exercise price
of the options exercised from the aggregate market value of the shares of common
stock acquired on the date of exercise. Stock award value is calculated by
multiplying the number of vested RSUs by the market value of the underlying
shares on the vesting date.

Name
    Option Awards
    Stock AwardsNumber of
      Shares Acquired on Exercise #
    Value
      Realized on Exercise $
    Number of
      Shares Acquired on Vesting #
    Value
      Realized on Vesting $Rick Van Nieuwenhuyse
    Nil
    Nil
    Nil
    NilElaine Sanders
    Nil
    Nil
    Nil
    NilJoseph Piekenbrock
    Nil
    Nil
    Nil
    Nil


Nonqualified Deferred Compensation

The Company has no plans that provide for deferred compensation
to its executive officers.

Compensation Committee Interlocks and Insider Participation

There were no compensation committee or board interlocks among
the members of our Board during 2012.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with
management the Company's Compensation Discussion and Analysis included herein.
Based on such review and discussions, the Compensation Committee has recommended
to the Board of Directors that the Compensation Discussion and Analysis be
included in the Company's Annual Report on Form 10-K for the year ended November
30, 2012 and the Company's 2012 Circular.

Submitted by the following members of the Compensation
Committee of the Board of Directors:

| | Tony Giardini      
| | -------------------
| | Kalidas Madhavpeddi
| | Janice Stairs      

Director Compensation

The Board approved the directors fees on April 2, 2012 with
fees retroactively payable to January 1, 2012. For the fiscal year ended
November 30, 2011 the Company did not have any directors fees as the Company
was a newly incorporated, wholly-owned subsidiary of NovaGold and, as at
November 30, 2011, had only recently acquired the Ambler lands.

Independent directors each receive an annual retainer of
$24,000 in cash. The cash retainer is paid quarterly in arrears. In addition,
the Chair of the Audit Committee receives $10,000 and the Chairs of the
Compensation and Governance, Corporate Communications and Environment Health and
Safety and Technical Committees of the Board each receive $5,000 annually and
the Board Chair receives $16,000 annually, all paid on a quarterly basis.
Independent directors receive a meeting fee of $1,000 in cash for each meeting
attended. Each director and officer is entitled to participate in any
security-based compensation arrangement or other plan adopted by the Company
from time to time with the approval of the Companys Board. The directors and
officers are reimbursed for expenses incurred on the Companys behalf. Executive
officers who are also directors do not collect Board fees. Board members are
eligible to participate in the Equity Incentive Plan. No additional fees are
paid to directors. Director compensation is subject to review and possible
change on an annual basis.

Each director was granted 200,000 options on April 30, 2012 at
an exercise price of C$3.11, which options will expire on the fifth anniversary
of the date of grant.

23

---

The Compensation Committee periodically reviews the adequacy
and form of the compensation of directors and ensures that the compensation
realistically reflects the responsibilities and risks involved in being an
effective director, and reports and makes recommendations to the Board
accordingly.

Director Compensation Table

The summary compensation table below sets out the compensation
provided to the Companys non-executive directors for the fiscal year ended
November 30, 2012.

Name
    Fees Earned or
      Paid in Cash $
    Stock Awards
      $
    Option
      Awards(1)$
    Non-Equity
      Incentive Plan Compensation $
    Change in Pension
      Value and Nonqualified Deferred
      Compensation Earnings
    All Other
      Compensation $
    Total $Thomas Kaplan
    44,000
    -
    273,550
    -
    -
    -
    317,550Tony Giardini
    49,000
    -
    273,550
    -
    -
    -
    322,550Terry Krepiakevich
    43,000
    -
    273,550
    -
    -
    -
    316,550Gregory Lang
    30,000
    -
    273,550
    -
    -
    -
    303,550Igor Levental
    36,007
    -
    273,550
    -
    -
    -
    309,557Kalidas Madhavpeddi
    43,000
    -
    273,550
    -
    -
    -
    316,550Gerald McConnell
    36,000
    -
    273,550
    -
    -
    -
    309,550Clynton Nauman
    31,000
    -
    273,550
    -
    -
    -
    304,550Walter Segsworth
    38,000
    -
    273,550
    -
    -
    -
    311,550Janice Stairs
    44,000
    -
    273,550
    -
    -
    -
    317,550


(1)The 2012 stock option grants for directors are
100% vested on grant date. The value of the amounts in respect of option-based
awards is based upon the Black-Scholes valuation model.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding
the beneficial ownership of our Common Shares as of February 28, 2013 by:

- our NEOs;
- our directors and nominees;
- all of our executive officers and directors as a group; and
- each person who is known by us to beneficially own more than 5% of our
  issued and outstanding shares of common stock.

Unless otherwise indicated, the Shareholders listed possess
sole voting and investment power with respect to the shares shown. Our directors
and executive officers do not have different voting rights from other
Shareholders.

24

---

Name
    Business Address
    Amount and Nature(1)
    Percentage of Class(2)Rick Van Nieuwenhuyse
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    953,791(6)
    1.8%Elaine Sanders
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    85,422(7)
    *Joseph Piekenbrock
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    116,020(8)
    *Thomas Kaplan
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    14,324,203(4)(5)
    27.0%Tony Giardini
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    275,355(9)
    *Terry Krepiakevich
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    200,000(10)
    *Gregory Lang
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    247,417(11)
    *Igor Levental
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    274,831(12)
    *Kalidas Madhavpeddi
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    285,676(13)
    *Gerald McConnell
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    306,973(14)
    *Clynton Nauman
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    354,570(15)
    *Walter Segsworth
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    200,833(16)
    *Janice Stairs
    Suite 2300, 200 Granville Street Vancouver,
      British Columbia Canada, V6C 1S4
    210,000(17)
    *All directors and executive officers as a
      group
    Suite 2300, 200 Granville Street
      Vancouver, British Columbia Canada, V6C 1S4
    17,835,091
    31.8%Electrum Strategic Resources L.P.
    535 Madison Avenue, 12th Floor New York, NY
      10022
    14,094,912(3)
    26.7%Paulson & Co. Inc.
    1251 Avenue of the Americas, 50th Floor,
      New York, NY 10020
    5,921,607
    11.2%Baupost Group, L.L.C.
    1251 Avenue of the Americas, 50th Floor,
      New York, NY 10020
    5,005,298
    9.5%York Capital Management
    7676 Fifth Avenue, 17th Floor New York, NY
      10153
    3,388,462
    6.4%


25

---

|(1)  | Under applicable U.S. securities laws, a person is
      considered to be the beneficial owner of securities owned by him or her
      (or certain persons whose ownership is attributed to him or her) or
      securities that can be acquired by him or her within 60 days, including
      upon the exercise of options, warrants or convertible
securities.                                                                                                                                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Based on 52,767,511 Common Shares outstanding as of
      February 28, 2013, plus any shares of common stock deemed to be
      beneficially owned pursuant to options that are exercisable within 60 days
      from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                            
|(3)  | Electrum and its affiliate GRAT Holdings LLC hold, in the
      aggregate, 14,094,912 Common Shares. Dr. Thomas Kaplan, chairman of the
      board of directors of the Company, is also chairman and chief executive
      officer of each of Electrum and The Electrum Group LLC (Electrum Group),
      a privately-held global natural resources investment management company
      which manages the portfolio of Electrum, and therefore has voting and
      investment power over such Common Shares held by Electrum, but disclaims
      beneficial ownership except to the extent of a minor pecuniary
      interest.
|(4)  | Includes 14,094,912 Common Shares all held by Electrum
      Strategic Resources L.P. and its affiliate GRAT Holdings LLC. Dr. Kaplan
      is the Chairman and Chief Executive Officer of Electrum Strategic
      Resources L.P. and thereby has voting and investment power over such
      shares, but he disclaims beneficial ownership except to the extent of a
      minor pecuniary interest.                                                                                                                                                                                                                              
|(5)  | Includes 229,291 Common Shares underlying options
      exercisable within 60 days of February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(6)  | Includes 641,359 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(7)  | Includes 77,588 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(8)  | Includes 106,382 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(9)  | Includes 274,664 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(10) | Includes 200,000 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(11) | Includes 227,777 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(12) | Includes 274,665 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(13) | Includes 284,665 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(14) | Includes 301,438 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(15) | Includes 332,997 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(16) | Includes 200,000 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(17) | Includes 200,000 Common Shares underlying options
      exercisable within 60 days from February 28, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

* Percentage of Common Shares beneficially owned or over which
control or direction is exercised is less than 1%.

We have no knowledge of any other arrangements, including any
pledge by any person of our securities, the operation of which may at a
subsequent date result in a change of control of our Company.

Equity Compensation Plan Information as of November 30,
2012

Plan Category
    Number of Securities to
      be Issued Upon Exercise of Outstanding Options,
      Warrants and Rights
    Weighted-Average
      Exercise Price of Outstanding Options, Warrants
      and Rights
    Number of Securities
      Remaining Available for Future Issuance Under Equity
      Compensation Plans Excluding Securities Reflected in
      Column (a)(a)
    (b)
    (c)Equity compensation plans approved by security holders
    4,189,994
    3.11
    476,513CEO stock options approved by security holders
    1,875,000
    3.11
    nilNovaGold Equity compensation plans approved by security
      holders
    2,076,541
    4.22
    nilSub-total
    8,141,535
    3.39
    476,513Equity compensation plans not approved by security holders
    N/A
    N/A
    N/A**Total**
    8,141,535
    3.39
    476,513


26

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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Certain Relationships And Related Transactions

The Board has adopted a Code of Business Conduct and Ethics for
the Companys directors, officers and employees Our Code of Business Conduct and
Ethics set forth our written policy regarding related party transactions.

The Company has appointed the Companys Chief Financial Officer
to serve as the Companys Ethics Officer to ensure adherence to the Code. Under
the Code, directors, officers and employees will be required to disclose any
actual or potential conflict of interest to the Companys Ethics Officer or the
Chair of the Audit Committee. Under the Code, no director, officer or employee
shall:

- be a consultant to, or a director, officer or employee of, or otherwise
  operate an outside business that: 
 
  competes with the Company;supplies products or services to the Company; orpurchases products or services from the Company;
- competes with the Company;
- supplies products or services to the Company; or
- purchases products or services from the Company;
- have any financial interest, including significant stock ownership, which
  means 10% or more of the common stock, in any entity with which the Company
  does business that might create or give the appearance of a conflict of
  interest;
- seek or accept any personal loan or services from any entity with which
  the Company does business, except from financial institutions or service
  providers offering similar loans or services to third parties under similar
  terms in the ordinary course of their respective businesses;
- be a consultant to, or a director, officer or employee of, or otherwise
  operate an outside business, if the demands of the outside business would
  interfere with the directors, officers or employees responsibilities to the
  Company;
- accept any personal loan or guarantee of obligations from the Company,
  except to the extent such arrangements are legally permissible; or
- conduct business on behalf of the Company with immediate family, which
  includes spouses, children, parents, siblings and persons sharing the same
  home, whether or not legal relatives.

The Code also describes how the Company is committed to honest
and ethical conduct by all directors, officers, employees and other
representatives, providing full, accurate, timely and understandable disclosure
and compliance with all laws, rules and regulations.

The Company has also established a Whistle Blower Policy
whereby the Board has delegated the responsibility of monitoring complaints
regarding accounting, internal controls or auditing matters to the Audit
Committee. Monitoring of accounting, internal control and auditing matters, as
well as violations of the law, the Code and other Company policies or
directives, occurs through the reporting of complaints or concerns through an
anonymous whistleblower hotline accessible by telephone, fax or internet.

Certain of the Companys directors serve as directors or
officers of other reporting issuers or have significant shareholdings in other
companies. To the extent that such other companies may participate in business
ventures in which the Company may participate, the directors may have a conflict
of interest in negotiating and concluding terms respecting the extent of such
participation. In the event that such a conflict of interest arises at a meeting
of the Board, a director who has such a conflict will abstain from voting for or
against the approval of such participation or such terms and such director will
not participate in negotiating and concluding terms of any proposed transaction.
Any director or officer who may have an interest in a transaction or agreement
with the Company is required to disclose such interest and abstain from
discussions and voting in respect to same if the interest is material or if
required to do so by corporate or securities law.

The Company did not participate in any transaction in which any
related person had a direct or indirect material interest during the past fiscal
year.

Independence of Directors

The Board determined that the following directors qualify as
independent under the applicable standards of the NYSE-MKT, SEC rules and
National Instrument 52-110: Messrs. Giardini, Krepiakevich, Levental,
Madhavpeddi, McConnell, Nauman, Segsworth and Ms. Stairs.

27

---

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

A table setting forth the fees paid by the Company to its
independent auditor, PwC for the year ended November 30, 2012 is set forth
below. The Company did not pay any fees for the year ended November 30, 2011.

Year Ended November 302012 $
    2011 $Audit Fees (1)
    83,584
    n/aAudit Related Fees (2)
    6,908
    n/aTax Fees (3)
    -
    n/aAll Other Fees (4)
    -
    n/aTotal
    90,492
    n/a


| | (1) | Audit Fees are the aggregate fees billed by PwC for the
      audit of the Companys consolidated annual financial statements, reviews
      of interim financial statements and attestation services that are provided
      in connection with statutory and regulatory filings or
  engagements.                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Audit-Related Fees are fees charged by PwC for
      assurance and related services that are reasonably related to the
      performance of the audit or review of the Companys financial statements
      and are not reported under Audit Fees. This category comprises fees
      billed for review and advisory services associated with the Companys
      financial reporting.
| | (3) | Tax Fees are fees billed by PwC for tax compliance, tax
      advice and tax planning.                                                                                                                                                                                                                                                                                                  
| | (4) | All Other Fees are fees charged by PwC for services not
      described above.                                                                                                                                                                                                                                                                                                          

Pre-Approval Policies and Procedures

All services to be performed by the Companys independent
auditor must be approved in advance by the Audit Committee. The Audit Committee
has considered whether the provision of services other than audit services is
compatible with maintaining the auditors independence and has adopted a charter
governing its conduct. The charter is reviewed annually and requires the
pre-approval of all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by its
independent auditor, subject to the de minimisexceptions for non-audit
services as allowed by applicable law or regulation. The Audit Committee may
form and delegate authority to subcommittees consisting of one or more members
when appropriate, including the authority to grant pre-approvals of audit and
permitted non-audit services, provided that decisions of such subcommittee to
grant pre-approvals shall be presented to the full Audit Committee at its next
scheduled meeting. Pursuant to these procedures, all services and related fees
reported were pre-approved by the Audit Committee.

Report on Audited Financial Statements

The Audit Committee reviewed and discussed with management and
the Company's independent auditors the audited consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended November
30, 2012. In addition, the Audit Committee has discussed with the Company's
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Codification of Statements on Auditing Standards,
AU380), as amended, as adopted by the Public Accounting oversight Board in Rule
3200T. The Audit Committee has also received the written disclosures and the
letter from the Company's independent auditors required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and has discussed with the Company's independent auditors that audit firm's
independence from the Company and its management. Based on the review and
discussions, the Audit Committee recommended to the Board that the audited
financial statements be included in the Annual Report on Form 10-K for the year
ended November 30, 2012, for filing with the SEC, which Annual Report is
available under the Companys profile on SEDAR at www.sedar.com.

| | Audit Committee of the Board
| | ----------------------------
| | Terry Krepiakevich, Chair   
| | Tony Giardini               
| | Kalidas Madhavpeddi         

28

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(b) Exhibits

|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                                                                                                                                                                                                                                                                                                                           
|3.1     |  | Certificate of Incorporation (incorporated by reference
      Exhibit 99.2 to the Registration Statement on Form 40-F as filed on March
      1, 2012, File No. 001-35447)                                                                                                                                                                                                                            
|3.2     |  | Articles of NovaCopper Inc., effective April 27, 2011, as
      altered March 20, 2011 (incorporated by reference to Exhibit                                                                                                                                                                                                                                                                          
|        |  | 99.3 to Amendment No. 1 to the Registration Statement on
      Form 40-F as filed on April 19, 2012, File No. 001-35447)                                                                                                                                                                                                                                                                              
|10.1    |  | Commitment Agreement between NovaGold Resources Inc. and
      NovaCopper Inc. dated effective April 19, 2012 (incorporated by reference
      to Exhibit 99.1 to the Form 6-K dated April 25, 2012)                                                                                                                                                                                                  
|10.2    |  | Exploration Agreement and Option to Lease between
      NovaCopper US Inc. and NANA Regional Corporation, Inc.  dated
      October 19, 2011(incorporated by reference to Exhibit 99.1 to the Form 6-K
      dated April 25, 2012)                                                                                                                                                                    
|10.3    |  | Net Smelter Returns Royalty Agreement among Kenecott
      Exploration Company, Kennecott Arctic Company, Alaska Gold Company, and
      NovaGold Resources Inc. dated effective January 7, 2010 (incorporated by
      reference to Exhibit 99.1 to the Form 6-K dated April 25, 2012)                                                                                                               
|10.4    |  | Employment Agreement between the Registrant and Rick Van
      Nieuwenhuyse, dated January 9, 2012 (incorporated by reference to Exhibit
      4.4 of the Registrants registration statement on Form S-8 as filed on
      April 27, 2012, File No. 333-181020)                                                                                                                                      
|10.5 +  |  | Employment Agreement between the Registrant and Elaine
      Sanders, dated November 5, 2012                                                                                                                                                                                                                                                                                                          
|10.6 +  |  | Employment Agreement between the Registrant and Joseph
      Piekenbrock, dated May 1, 2012                                                                                                                                                                                                                                                                                                           
|10.7    |  | 2004 Stock Award Plan of NovaGold Resources Inc. (as
      amended) (incorporated by reference to Appendix A of Exhibit 99.2 of the
      Registrants report on Form 6-K as filed on April 29, 2009), as amended
      pursuant to the Plan of Arrangement (incorporated by reference to Exhibit
      99.1 of the Registrants registration statement on Form 40-F as filed on
      March 1, 2012) 
|10.8    |  | NovaGold 2009 Performance Share Unit Plan (incorporated
      by reference to Appendix C of Exhibit 99.2 of the Registrants report on
      Form 6-K as filed on April 29, 2009), as amended pursuant to the Plan of
      Arrangement (incorporated by reference to Exhibit 99.1 of the Registrants
      registration statement on Form 40-F as filed on March 1, 2012, File No.
      001- 35447)
|10.9    |  | NovaGold 2009 Deferred Share Unit Plan (incorporated by
      reference to Appendix E of Exhibit 99.2 of the Registrants report on Form
      6-K as filed on April 29, 2009), as amended pursuant to the Plan of
      Arrangement (incorporated by reference to Exhibit 99.1 of the Registrants
      registration statement on Form 40-F as filed on March 1, 2012, File No.
      001-35447)    
|10.10   |  | Form of NovaCopper Inc. Stock Option Agreement
      (incorporated by reference to Exhibit 4.5 of the Registrants registration
      statement on Form S-8 as filed on April 27, 2012, File No. 333-181020)                                                                                                                                                                                          
|10.11 + |  | NovaCopper Inc. 2012 Restricted Share Unit Plan                                                                                                                                                                                                                                                                                                                                                       
|10.12 + |  | NovaCopper Inc. 2012 Deferred Share Unit Plan                                                                                                                                                                                                                                                                                                                                                         
|21.1 +  |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                        
|23.1 +  |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                                                                                                 
|23.2 +  |  | Consent of Terry Braun                                                                                                                                                                                                                                                                                                                                                                                
|23.3 +  |  | Consent of Bruce Davis                                                                                                                                                                                                                                                                                                                                                                                
|23.4 +  |  | Consent of Eric Olin                                                                                                                                                                                                                                                                                                                                                                                  
|23.5 +  |  | Consent of Scott Petsel                                                                                                                                                                                                                                                                                                                                                                               

29

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|Exhibit |  |                                                                                          
|------- |  | -----------------------------------------------------------------------------------------
|No.     |  | Description                                                                              
|23.6 +  |  | Consent of Neal Rigby                                                                    
|23.7 +  |  | Consent of Jeffrey Volk                                                                  
|23.8 +  |  | Consent of Russ White                                                                    
|23.9 +  |  | Consent of Robert Sim                                                                    
|23.10 + |  | Consent of SRK Consulting (US)
      Inc.                                                
|23.11 + |  | Consent of BD Resource Consulting Inc.                                                   
|31.1    |  | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
|31.2    |  | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
|32.1 +  |  | Certification of the Chief
      Executive Officer pursuant to 18 U.S.C. Section 1350    
|32.2 +  |  | Certification of the Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350    

____________________

+ Previously filed on the Registrants original Form 10-K for the fiscal year
ended November 30, 2012 filed on February 12, 2013.

30

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SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                     | NOVACOPPER INC.
|-------------------- | ---------------
|                     |                
|                     | By:            
|                     | Name:          
|                     | Title:         
|Date: March 12, 2013 |                

31

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