Northwest Announces Closing of Final Tranche of Its Consolidation of 100% Interest IN Kwanika Project
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News Release
NORTHWEST ANNOUNCES CLOSING OF FINAL
TRANCHE OF ITS CONSOLIDATION OF 100% INTEREST
IN KWANIKA PROJECT
VANCOUVER, British Columbia, September 7, 2022 -- NorthWest Copper (“NorthWest” or the “Company”)
(TSX-V:NWST, OTCQX:NWCCF) is pleased to announce that it has completed the third issuance of
Consideration Shares (“Tranche 3 ”) to POSCO International Corporation (“POSCO”) pursuant to the
previously announced agreement whereby NorthWest agreed to purchase POSCO’s approximately 31%
interest in Kwanika Copper Corporation (“KCC”) for total consideration of C$11 million (the “Transaction”),
payable in shares of NorthWest (the “Consideration Shares”). KCC is a British Columbia corporation which
owns 100% of the Kwanika project. Following the completion of the issuance of all Consideration Shares,
KCC has become a wholly-owned subsidiary of NorthWest, and NorthWest now owns a 100% interest in
the Kwanika project. As part of the T ranche 1 closing in February 2022 , the shareholder joint venture
agreement as among the parties was terminated and any interest or rights of POSCO with respect to
Kwanika project under the shareholder joint venture agreement, including offtake rights, was terminated.
Transaction Terms
The Transaction has received approval by the TSX Venture Exchange . Pursuant to the terms of the
Transaction, NorthWest issued to POSCO a total of C$11 million in Consideration Shares in three tranches
according to the following schedule.
Tranche Date of Issue Deemed Value (C$) NWST Share Price (C$)
Tranche 1 February 23, 2022 $4,000,000 $0.77
Tranche 2 April 25, 2022 $4,000,000 $0.67
Tranche 3 September 6, 2022 $3,000,000 $0.415
As part of the Tranche 3 closing, NorthWest issued 7,228,916 Consideration Shares to POSCO. All
Consideration Shares issued will be subject to a hold period expiring four months and one day from the
date of issue. The Tranche 3 Consideration Shares hold period expires on January 7, 2023. POSCO has
agreed to several resale restrictions in respect of the Consideration Shares including a minimum 30 -day
notice period prior to sales of any kind and a monthly limit on any sales on public exchanges.
About NorthWest Copper:
NorthWest 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 is well positioned to participate
fully in a strengthening global copper market. We are committed to working collaboratively with First
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Nations to advance our work in a culturally and environmentally respectful manner. 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.
“Peter Bell”
Director, President and CEO
For further information, please contact:
Peter Lekich, Director Investor Relations
Tel: 604-697-4962
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Statements
All statements in this press release about anticipated future events or results constitute forward-looking statements including, but
not limited to, statements with respect to: those that address the Company business plans and goals. Forward-looking statements
are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and
“intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar
expressions. All statements, other than statements of historical fact, included herein, are forward -looking statements. Although
NorthWest believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue
reliance should not be placed on forward- looking statements since NorthWest can give no assurance that su ch expectations will
prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual
results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties
and other factors identified in NorthWest ’s periodic filings with Canadian securities regulators. Forward- looking statements are
subject to business and economic risks and uncertainties and other factors that could cause actual resul ts of operations to differ
materially from those contained in the forward- looking statements. Important factors that could cause actual results to differ
materially from NorthWest ’s expectations include risks associated with the business of NorthWest; risks related to reliance on
technical information provided by NorthWest; risks related to exploration and potential development of the Company’s mineral
properties; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency
exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral de posits;
the need for cooperation of government agencies and First Nation groups in the exploration and developme nt of properties and
the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the
availability and terms of future financing; the possibility of delay in exploration or development programs and u ncertainty of
meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; an d
other risk factors as detailed from time to time and additional risks identified in NorthWest ’s filings with Canadi an securities
regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on estimates and opinions
of management at the date the statements are made. NorthWest does not undertake any obligation to update forward- looking
statements except as required by applicable securities laws. Investors should not place undue reliance on forward- looking
statements.