Sunward would add a gold-copper deposit in Colombia to NovaCopper's holdings, which are focused on base metals in the Ambler mining district in northwestern Alaska.
In return, Sunward shareholders would own 42 per cent of NovaCopper's equity.
Sunward's four largest shareholders, which collecively own about 70 per cent of the company's stock, have agreed to support the arrangement.
NovaCopper will exchange 0.3 of one of its common shares for each Sunward share. Based on the Wednesday closing price for NovaCopper, the offer is worth 22.8 cents Cdn or 18.41 cents U.S. per Sunward share.