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VANCOUVER, British Columbia, Jan. 23, 2023 — NorthWest Copper Corp. (“NorthWest” or “the Company”) (TSX-V: NWST) (OTCQX: NWCCF) is pleased to announce a non-brokered private placement financing of up to 10,869,566 units at a price of $0.23 per unit (a “Unit”) for gross proceeds of up to $2,500,000 (the “Private Placement”). Each Unit consists of one common share of the Company (each, a “Common Share”) and one-half of one non-transferable Common Share purchase warrant (each whole warrant, a “Warrant”), with each Warrant exercisable to purchase one additional Common Share for a period of 2 years from the date of closing at an exercise price of $0.30.
Proceeds from the Private Placement will be used primarily to fund general working capital purposes and exploration at the Company’s portfolio of projects, including the Lorraine property. The Private Placement may be closed in one or more tranches as subscriptions are received.
The Private Placement is subject to TSX Venture Exchange approval. All Common Shares and Warrants issued pursuant to the Private Placement and any Common Shares issuable on exercise of Warrants will be subject to a four month and a day hold period from the closing date, and TSX Venture Exchange hold period, as applicable.
It is anticipated that certain directors, officers and other insiders of the Company will acquire Units. Such participation will each be considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Private Placement due to the fair market value of the related party participation being below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company will file a material change report in respect of the Private Placement. However, the material change report will be filed less than 21 days prior to the closing of the Private Placement, which is consistent with market practice and the Company deems reasonable in the circumstances.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About NorthWest Copper:
NorthWest Copper is a new 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. We are committed to responsible mineral exploration which involves working collaboratively with First Nations to ensure future development incorporates stewardship best practices and traditional land use. Additional information can be found on the Company’s website at northwestcopper.ca .
On Behalf of the Board of Directors of NorthWest Copper Corp.
Director, President and CEO
For further information, please contact:
Peter Lekich, Director Investor Relations
Email: [email protected]
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