Northwest Copper Announces C$13.0 Million Bought Deal Private Placement
Press Release
Vancouver, BC, March 8, 2021 – NorthWest Copper Corp. (“NorthWest Copper” or the “Company”) (TSXV:NWST) is pleased to announce that it has entered into an agreement with PI Financial Corp. (“PI Financial”), pursuant to which a syndicate of underwriters led by PI Financial, have agreed to purchase 3,750,000 common shares (the “Shares”), 5,000,000 flow-through common shares (the “FT Shares”), and 4,550,000 charity flow-through common shares (the “Charity FT Shares”) on a bought deal private placement basis (the “Offering”). The FT Shares and the Charity FT Shares will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada).
The Shares will be sold at a price of C$0.80 per Share (the “Offering Price”), the FT Shares will be sold at a price of C$1.00 per FT Share (the “FT Offering Price”) and the Charity FT Shares will be sold at a price of C$1.10 per Charity FT Share (the “Charity FT Offering Price”), for aggregate gross proceeds of C$13,005,000.
The Company has also granted the underwriters an option to cover over-allotments (the “Underwriters’ Option”), which will allow the underwriters to offer up to an additional 20% of the Offering, on the same terms. The Underwriters’ Option may be exercised in whole or in part at any time prior to the closing of the Offering, in any combination of Shares, FT Shares, and Charity FT Shares.
The gross proceeds raised from the Shares will be used to fund ongoing project development expenditures, and for working capital and general corporate purposes.
The gross proceeds from the sale of the FT Shares and the Charity FT Shares will be used before 2023 for general exploration expenditures, which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”)), that will qualify as “flow through mining expenditures” within the meaning of the Tax Act (the “Qualifying Expenditures”).
The Offering is expected to close on or about March 30, 2021 or such other date as agreed between the Company and the underwriters (the “Closing Date”), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
In consideration for their services, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds of the Offering, including any proceeds realized from the exercise of the Underwriters’ Option.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Grant of Stock Options, Deferred Share Units and Restricted Share Units
NorthWest Copper also announces that it has granted 4,675,000 stock options to directors, certain employees and consultants, 1,000,000 Deferred Share Units (DSUs) to directors and 1,975,000 Restricted Share Units (RSUs) to certain employees pursuant to its Stock Option, DSU and RSU Plans.
The stock options have an exercise price of C$0.90 and have a range of vesting periods over three years and expire after five years.
The RSU’s are payable in common shares of the Company on exercise, have a range of vesting periods over three years and must be redeemed within 30 days of March 8, 2024, or they expire.
The DSU’s vest immediately upon grant and are payable in common shares of the Company, upon the holder ceasing to be a director of the Company.
About NorthWest Copper:
NorthWest Copper Corp. is a new diversified copper-gold explorer and developer with an exciting pipeline of projects in British Columbia. With a robust portfolio in a tier one jurisdiction, NorthWest Copper is well positioned to participate fully in a strengthening global copper market. Additional information can be found on the Company’s website at www.northwestcopper.ca.
On Behalf of the Board of Directors of NorthWest Copper Corp.
“Mark O’Dea”
Director, Executive Chair
For further information, please contact:
NorthWest Copper Corp.
Tel: 604-683-7790
Email: info@northwestcopper.ca
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