Certain Canadian and United States federal income tax consequences of the acquisition of Sunward Resources Ltd. are summarized in the joint information circular of NovaCopper Inc. and Sunward Resources Ltd. dated May 12, 2015, as filed on the NovaCopper website and available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml. Please refer to those summaries for more detailed information.

The following form is available for all U.S. Shareholders of Sunward Resources Ltd. and will be available for 10 years:

Form 8937 - Report of Organizational Actions Affecting Basis of Securities

The Canadian and United States federal income tax consequences of the spin-out transaction are summarized in the Management Information Circular of NOVAGOLD dated February 27, 2012 and IRS Form 8937 dated March 4, 2013. A summary is provided below, please refer to the circular and Form 8937 for more detailed information.

The Board of Directors of NOVAGOLD determined that the fair value of each common share of NovaCopper is CDN$3.11 (US$3.13) which represents the trading price for NovaCopper shares on the NYSE MKT on days 6 through 10 following the effective date of the Arrangement of April 30, 2012. No determination of fair market value by NOVAGOLD is binding on Canadian and United States tax authorities, and shareholders should consult with their own tax advisors regarding what measure of fair market value is appropriate.