Report Pursuant to
Section 102.1 of the Securities Act (Ontario) and
Similar Provisions of other Provincial Securities Legislation
1. The name and address of the Offeror
Electrum Global Holdings L.P. (the “Offeror”)
535 Madison Avenue, 11th Floor
New York, NY, USA 10022
2. The designation and number or principal amount of securities and the Offeror’s security holding
percentage in the class of securities of which the Offeror acquired ownership or control in the
transaction or occurrence giving rise to the obligation to file a news release, and whether it was
ownership or control that was acquired in those circumstances
As part of an internal reorganization involving GRAT Holdings LLC (“Holdings”), which principally
controls each of Leopard Holdings LLC (“Leopard”), The Electrum Group LLC (“TEG Services”), the
Offeror, the sole general partner of the Offeror, TEG Global GP Ltd. (“Global GP”), and Electrum
Strategic Resources L.P. (formerly Electrum Strategic Resources LLC) (“ESRL”), which occurred on
December 28 and 31, 2012 (the “Closing”): (i) 5,000,000 common shares (each, a “Common Share”) in
the capital of NovaGold Resources Inc. (the “issuer”) of the 53,232,201 Common Shares then held by
ESRL were transferred to Holdings, leaving ESRL holding 48,232,201 Common Shares and warrants (each,
a “Warrant”) to purchase up to 31,337,278 Common Shares; and (ii) 100% of the interest in ESRL was
transferred to the Offeror. Each Warrant entitles the holder thereof, upon payment of the exercise price of
$1.479, to acquire one Common Share and one-sixth of one common share in the capital of NovaCopper
Inc. (“NovaCopper”).
In addition, on December 31, 2012, ESRL exercised all 31,337,278 Warrants and acquired 31,337,278
Common Shares (the “Warrant Exercise”).
3. The designation and number or principal amount of securities and the Offeror’s securityholding
percentage in the class of securities immediately after the transaction or occurrence giving rise to
obligation to file a news release
Following the Closing and the Warrant Exercise, the Offeror (through ESRL) and Holdings hold 79,569,479
and 5,000,000 Common Shares, respectively, or 25.6% and 1.6%, respectively, of the issued and
outstanding Common Shares, with the result being that Holdings has direct and indirect control over
84,569,479 Common Shares, representing 27.2% of the issued and outstanding Common Shares.
4. The designation and number or principal amount of securities and the percentage of outstanding
securities of the class of securities referred to in paragraph (3) over which:
(a) the Offeror, either alone or together with any joint actors, has ownership and control
Following the Closing and the Warrant Exercise, the Offeror and its joint actors, Holdings,
Leopard, Global GP, TEG Services and ESRL (the “Joint Actors”), have ownership and/or control
over 84,569,479 Common Shares, or 27.2% of the issued and outstanding Common Shares.
(b) the Offeror, either alone or together with any joint actors, has ownership but control is held
by other persons or companies other than the Offeror or any joint actor
Not applicable.
(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but
does not have ownership
Not applicable.
5. The name of the market in which the transaction or occurrence that gave rise to the news release took
place
Not applicable.
6. The value, in Canadian dollars, of any consideration offered per security if the Offeror acquired
ownership of a security in the transaction or occurrence giving rise to the obligation to file a news
release
Not applicable with respect to the Closing, as it was an internal reorganization involving the Offeror and its
Joint Actors. Pursuant to the Warrant Exercise, ESRL acquired 31,337,278 Common Shares and 5,222,879
common shares of NovaCopper. The exercise price for each Warrant exercised was $1.479.
7. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave
rise to the news release, including any future intention to acquire ownership of, or control over,
additional securities of the reporting issuer
The Common Shares referred to above are held for investment purposes and the Offeror and/or one or more
of its Joint Actors may, depending on market and other conditions, increase or decrease its beneficial
ownership of Common Shares or other securities of the issuer whether in the open market, by privately
negotiated agreement or otherwise.
8. The general nature and the material terms of any agreement, other than lending arrangements, with
respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the
issuer of the securities or any other entity in connection with the transaction or occurrence giving rise
to the news release, including agreements with respect to the acquisition, holding, disposition or
voting of any of the securities
Holdings is the owner of, and has control over, Leopard. Leopard, in turn, has direct and/or indirect control
over Global GP, the Offeror, ESRL and TEG Services. Global GP is the sole general partner of, and TEG
Services is the investment adviser to, the Offeror. TEG Services possesses voting and investment discretion
with respect to assets of the Offeror, including indirect investment discretion with respect to the Common
Shares held by ESRL. The investment committee of Holdings exercises voting and investment decisions on
behalf of Holdings, including decisions on behalf of Holdings with respect to the Common Shares reported
herein. Trusts for the benefit of members of the immediate family of Thomas S. Kaplan have the right to
receive and the power to direct the receipt of a portion of the dividends from, and a portion of the proceeds
from the sale of, the Common Shares reported herein.
9. The names of any joint actors in connection with the required disclosure
Holdings directly and/or indirectly controls each of the Offeror and the other Joint Actors. As such, each of
the Joint Actors may be considered to be a joint actor of the Offeror.
10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market
that represents a published market for the securities, including an issuance from treasury, the nature
and value, in Canadian dollars, of the consideration paid by the Offeror
Not applicable with respect to the Closing, as it was an internal reorganization involving the Offeror and its
Joint Actors. Pursuant to the Warrant Exercise, ESRL acquired 31,337,278 Common Shares and 5,222,879
common shares of NovaCopper. The exercise price for each Warrant exercised was $1.479.
11. If applicable, a description of any change in any material fact set out in a previous report by the
entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the
reporting issuer’s securities
This early warning report updates the early warning report dated February 15, 2012 of ESRL, a joint actor
of the Offeror.
12. If applicable, a description of the exemption from securities legislation being relied on by the Offeror
and the facts supporting that reliance
Not applicable.
DATED this 31st day of December, 2012.
ELECTRUM GLOBAL HOLDINGS L.P.
by its sole general partner, TEG Global GP Ltd.
Per: “William Natbony”
Name: William Natbony
Title: Director
13730692.4