0001193805-14-001407.txt : 20140709 0001193805-14-001407.hdr.sgml : 20140709 20140709164152 ACCESSION NUMBER: 0001193805-14-001407 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140709 DATE AS OF CHANGE: 20140709 GROUP MEMBERS: ELECTRUM GLOBAL HOLDINGS L.P. GROUP MEMBERS: ELECTRUM GROUP LLC GROUP MEMBERS: GRAT HOLDINGS LLC GROUP MEMBERS: LEOPARD HOLDINGS LLC GROUP MEMBERS: TEG GLOBAL GP LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NovaCopper Inc. CENTRAL INDEX KEY: 0001543418 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86837 FILM NUMBER: 14967617 BUSINESS ADDRESS: STREET 1: SUITE 1950 - 777 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1K4 BUSINESS PHONE: (604) 669-6227 MAIL ADDRESS: STREET 1: SUITE 1950 - 777 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1K4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Electrum Strategic Resources L.P. CENTRAL INDEX KEY: 0001454795 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (646) 365-1600 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Electrum Strategic Resources LLC DATE OF NAME CHANGE: 20090127 SC 13D/A 1 e612498_sc13da-novacopper.htm Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

 
(Amendment No. 2)*
 
NovaCopper Inc.
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
66988K102
(CUSIP Number)
 
Electrum Strategic Resources L.P.
535 Madison Avenue, 11th Floor
New York, NY 10022
(646) 532-2820
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 7, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of 14 Pages)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.
66988K102
 
Page 2 of 14
 
1
NAME OF REPORTING PERSON

Electrum Strategic Resources L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
18,783,319 (1)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
18,783,319 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

18,783,319 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
29.82%
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Consists of (i) 16,022,449 of the Issuer’s common shares and (ii) 2,760,870 of the Issuer’s commons  shares issuable upon exercise of warrants that are currently exercisable.
 
 
 
 
 
CUSIP No.
66988K102
 
Page 3 of 14
 
1
NAME OF REPORTING PERSON

The Electrum Group LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
18,783,319 (2)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
18,783,319 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

18,783,319 (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
29.82%
14
TYPE OF REPORTING PERSON
 
OO
 
(2) Consists of (i) 16,022,449 of the Issuer’s common shares held by Electrum Strategic Resources, L.P. and (ii) 2,760,870 of the Issuers commons  shares issuable upon exercise of warrants held by Electrum Strategic Resources, L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.
66988K102
 
Page 4 of 14
 
1
NAME OF REPORTING PERSON

Electrum Global Holdings L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
18,783,319 (3)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
18,783,319 (3)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

18,783,319 (3)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
29.82%
14
TYPE OF REPORTING PERSON
 
OO
 
(3) Consists of (i) 16,022,449 of the Issuer’s common shares held by Electrum Strategic Resources, L.P. and (ii) 2,760,870 of the Issuer’s commons  shares issuable upon exercise of warrants held by Electrum Strategic Resources, L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.
66988K102
 
Page 5 of 14
 
1
NAME OF REPORTING PERSON

TEG Global GP Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
18,783,319 (4)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
18,783,319 (4)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

18,783,319 (4)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
29.82%
14
TYPE OF REPORTING PERSON
 
OO
 
(4) Consists of (i) 16,022,449 of the Issuer’s common shares held by Electrum Strategic Resources, L.P. and (ii) 2,760,870 of the Issuer’s commons  shares issuable upon exercise of warrants held by Electrum Strategic Resources, L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.
66988K102
 
Page 6 of 14
 
1
NAME OF REPORTING PERSON

Leopard Holdings LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
 
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
0
8
SHARED VOTING POWER:
 
18,783,319 (5)
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
18,783,319 (5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

18,783,319 (5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
29.82%
14
TYPE OF REPORTING PERSON
 
OO
 
(5) Consists of (i) 16,022,449 of the Issuer’s common shares held by Electrum Strategic Resources, L.P. and (ii) 2,760,870 of the Issuer’s commons  shares issuable upon exercise of warrants held by Electrum Strategic Resources, L.P. that are currently exercisable.
 
 
 
 
 
CUSIP No.
66988K102
 
Page 7 of 14
 
1
NAME OF REPORTING PERSON

GRAT Holdings LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) x
(b) o
3
SEC USE ONLY:
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER:
 
833,333 Common Shares
8
SHARED VOTING POWER:
 
18,783,319 (6)
9
SOLE DISPOSITIVE POWER:
 
833,333 Common Shares
10
SHARED DISPOSITIVE POWER:
 
18,783,319 (6)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,616,652 (7)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
31.14%
14
TYPE OF REPORTING PERSON
 
OO
 
(6) Consists of (i) 16,022,449 of the Issuer’s common shares held by Electrum Strategic Resources, L.P. and (ii) 2,760,870 of the Issuer’s commons  shares issuable upon exercise of warrants held by Electrum Strategic Resources, L.P. that are currently exercisable.
 
(7) Consists of the securities described in Footnote (6) and 833,333 of the Issuer’s common shares held by GRAT Holdings LLC
 
 
 
 
 
CUSIP No.
66988K102
 
Page 8 of 14
 
This Amendment No. 2 (this “Amendment”) amends the Schedule 13D filed by Electrum Strategic Resources L.P. (formerly Electrum Strategic Resources LLC) (“Electrum Strategic”) on May 10, 2012, as amended and restated by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on December 31, 2012 (as amended and restated, the “Schedule 13D”) with respect to the common shares of NovaCopper Inc. (the “Issuer”).  All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by adding the following:

On July 7, 2014, Electrum Strategic purchased an aggregate of 2,760,870 of the Issuer’s Units (the “Units”), for a purchase price of US$1.15 per Unit, in a private placement conducted by the Issuer.  Each Unit consists of one Common Share and one warrant entitling the holder to purchase one Common Share at an exercise price of $1.60 per share.  Electrum Strategic utilized cash on hand to fund the purchase price.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following:

Electrum Strategic acquired the Units for investment purposes and to provide the Issuer with additional working capital.

Item 5.  Interest in Securities of the Issuer.

Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as follows:

As of July 9, 2014, the Reporting Persons (and each of them) beneficially own the number of Common Shares set forth below.  Percentage ownership is based upon 60,229,697 Common Shares outstanding, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on July 9, 2014.

(a)

 
(1) 
Reporting Persons

Number of shares: 18,783,319
Percentage of shares: 29.82%

 
(2) 
Electrum Strategic

Number of shares: 18,783,319
Percentage of shares: 29.82%
 
 
 
 
 
CUSIP No.
66988K102
 
Page 9 of 14
 
 
(3) 
Global Holdings

Number of shares: 18,783,319
Percentage of shares: 29.82%

 
(4) 
Global GP

Number of shares: 18,783,319
Percentage of shares: 29.82%

 
(5) 
TEG Services

Number of shares: 18,783,319
Percentage of shares: 29.82%

 
(6) 
Leopard

Number of shares: 18,783,319
Percentage of shares: 29.82%

 
(7) 
GRAT Holdings

Number of shares: 19,616,652
Percentage of shares: 31.14%

(b)

 
(1) 
Electrum Strategic

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    18,783,319*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     18,783,319*

 
(2) 
Global Holdings

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    18,783,319*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     18,783,319*

 
(3) 
Global GP

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    18,783,319*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     18,783,319*
 
 
 
 
 
CUSIP No.
66988K102
 
Page 10 of 14
 
 
(4) 
TEG Services

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    18,783,319*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     18,783,319*

 
(5) 
Leopard

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:    18,783,319*
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:     18,783,319*

 
(6) 
GRAT Holdings

Sole power to vote or direct the vote:  833,333
Shared power to vote or direct the vote:     18,783,319*
Sole power to dispose or to direct the disposition:  833,333
Shared power to dispose or direct the disposition:     18,783,319*
 
 
*Consists of (i) 16,022,449 of the Issuer’s common shares held by Electrum Strategic and (ii) 2,760,870 of the Issuer’s commons shares issuable upon exercise of warrants held by Electrum Strategic that are currently exercisable.
 
Global GP is the sole general partner of, and TEG Services is the investment adviser to, Global Holdings.  TEG Services possesses voting and investment discretion with respect to assets of Global Holdings, including indirect investment discretion with respect to the Common Shares held by Electrum Strategic. The Investment Committee of GRAT Holdings (see Schedule A) exercises voting and investment decisions on behalf of GRAT Holdings, including decisions on behalf of GRAT Holdings with respect to the securities reported herein.

(c)              Except as set forth in Item 3, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following:

July 2014 Warrants

Electrum Strategic holds an aggregate of 2,760,870 warrants (the “July 2014 Warrants”), which are governed by a Warrant Certificate, dated July 7, 2014, issued by the Issuer to Electrum Strategic.  Pursuant to the terms of the Warrant Certificate, each of the July 2014 Warrants entitles the holder to purchase one of the Issuer’s Common Shares (or up to an aggregate of 2,760,870 Common Shares) at an exercise price of US$1.60 per share, subject to adjustment.  The July 2014 Warrants are currently exercisable and will remain exercisable until 5:00 p.m. (New York Time) on the last business day immediately preceding July 7, 2019.
 
 
 
 
 
CUSIP No.
66988K102
 
Page 11 of 14
 
Item 7.  Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following as Exhibit 99.3:

Exhibit 99.3
Warrant Certificate of the Issuer, dated July 7, 2014 (incorporated by reference to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
 
 
CUSIP No.
66988K102
 
Page 12 of 14
 
SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  July 9, 2014

ELECTRUM STRATEGIC HOLDINGS L.P.
 
By: Electrum Strategic Management LLC, its General Partner
  
   
By:
 /s/ Michael H. Williams  
 
Name:  Michael H. Williams
  
 
Title:    Managing Director
  
   
ELECTRUM GLOBAL HOLDINGS L.P.
 
By: TEG Global GP Ltd., its General Partner
  
   
By:
 /s/ William Natbony  
 
Name:  William Natbony
  
 
Title:    Director
  
   
LEOPARD HOLDINGS LLC
  
   
By:
 /s/ William Natbony  
 
Name:  William Natbony
  
 
Title:    Manager
  
 
TEG GLOBAL GP LTD.
  
   
By:
 /s/ William Natbony  
 
Name:  William Natbony
  
 
Title:  Director
  
 
 
 
 
 
CUSIP No.
66988K102
 
Page 13 of 14
 
GRAT HOLDINGS LLC
  
   
By:
 /s/ William Natbony  
 
Name:  William Natbony
  
 
Title:    Manager
  
 
THE ELECTRUM GROUP LLC
  
   
By:
 /s/ Michael H. Williams  
 
Name:  Michael H. Williams
  
 
Title:    Senior Managing Director
  
   
 
 
 
 
 
CUSIP No.
66988K102
 
Page 14 of 14
 
Exhibit Index

Exhibit 99.3
Warrant Certificate of the Issuer, dated July 7, 2014 (incorporated by reference to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2014).