NorthWest Copper Announces Board Changes and New Date for Annual General Meeting
News Release
NorthWest Copper Announces Board Changes
and New Date for Annual General Meeting
• Appointment of Terrence Lyons as Chair of the Board as planned governance change
• Reschedules AGM Following Receipt of Revised Notice of Dissident Board Slate
VANCOUVER, British Columbia, August 8, 2023 – NorthWest Copper Corp. (“NorthWest” or the
“Company”) (TSX-V: NWST) (OTCQX: NWCCF) today announced that Terrence (Terry) Lyons has
been appointed as Chair of the Board effective August 8, 2023, and will be nominated for election
to the NorthWest Board of Directors (the “Board”) at the annual general meeting (“AGM”) to be
held in September. Current Chair Dr. Mark O’Dea, a significant lo ng-term shareholder and co-
founder of the Company, has retired from the Board and welcomes Terry to the Board.
“Terry, who has deep experience in resource development and corporate governance, will be a
strong addition to the Board,” said David Moore, Interim President and CEO of NorthWest. “We
look forward to the benefit of Terry’s strategic advice as we advance Northwest’s pipeline of
highly prospective projects.”
Mr. Moore added, “We are extremely grateful to outgoing Chair Dr. Mark O’Dea for his co -
founding role in the creation of Northwest Copper in 2021. We would like to acknowledge the
exceptional impact he has had on the Company throughout his tenure and for the guidance he
has provided management over the past two years.”
Terry Lyons
Terry Lyons has over 46 years of experience in the development, financing and management of
natural resource, manufacturing, real estate, and merchant banking companies with an extensive
background in corporate restructuring. He is a member of the Institute of Corporate Directors.
He currently serves as Lead Director and Chair of the Audit Committee of Canaccord Genuity
Group Inc., Director, and Chair of the Audit Committee of Martinrea International Inc., Director
of Mineral Mountain Resources Ltd., and Chairman of Waterotor Technologies Inc.
Mr. Lyons is a retired Managing Partner of Brookfield Asset Management, past Chairman of
Polaris Materials Corp. recently acquired by Vulcan Materials, Northgate Minerals Corp. (now
Alamos Gold), Eacom Timber Corp. (acquired by Interfor), Thr ee Valley Copper Corp., Westmin
Mining and Vice-Chairman of Battle Mountain Gold (acquired by Newmont Gold).
Mr. Lyons has been actively involved in charitable and sports organizations throughout his career,
especially in British Columbia. He is a Member Emeritus of the Advisory Board of the Richard Ivey
School of Business and has been awarded the Inco Medal by the Canadian Institute of Mining and
Metallurgy for distinguished service to the mining industry.
AGM Rescheduled to September 19, 2023
NorthWest has announced that it has rescheduled its AGM to September 19, 2023, following the
receipt of a shareholder’s notice to nominate a competing slate for election to the Board from
an activist shareholder group. The AGM was previously scheduled for September 6, 2023.
The advance notice submission, made by shareholder Grant Sawiak, who previously made a
submission in respect of the AGM originally scheduled to be held in June of this year, is being
reviewed by the Company together with its professional advisor s. Notably, the submission
discloses, for the first time, that John Kimmel, is jointly funding the dissident solicitation. The
Company is considering the implications of this disclosure and other conduct of the activist group
and its supporters.
Accordingly, the Board believes that it is in the best interest of the Company and its shareholders
to allow more time to fully examine these matters and evaluate the Company’s options, as well
as to permit shareholders adequate time to consider and evaluate the choice in front of them.
The time and location of the AGM will be announced in due course when the Company files the
management information circular and related proxy materials.
Northwest has always been open to active and constructive engagement with shareholders and
our response to the May 23 nominations by the activist shareholder was consistent with that
approach. To that end, since June the Company has conducted good faith negotiations with one
of the activist nominees, who is not a sharehold er, and with Mr. Kimmel, who is a major
shareholder but not a n activist nominee. As noted above, it has now been disclosed that Mr.
Kimmel is jointly funding the dissident solicitation.
It is unfortunate that actions taken by the activist group will result in all shareholders bearing the
cost of an expensive and unnecessary pro xy fight, while distracting from the positive changes
being made to improve NorthWest’s business performance.
NorthWest shareholders can contact Kingsdale Advisors 1-888-518-1565 (toll-free in North
America) or 1 -647-251-9704 (collect call outside North America) or email
[email protected] for more information.
Advisors
Northwest Copper has retained Norton Rose Fulbright Canada LLP as legal counsel , Kingsdale
Advisors as its strategic shareholder advisor and Longview Communications and Public Affairs as
communications advisor.
About NorthWest Copper:
NorthWest Copper is a 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 copp er 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 www.northwestcopper.ca.
On Behalf of the Board of Directors of NorthWest Copper Corp.
“David Moore”
Interim President and CEO
For further information, please contact:
Peter Lekich, Director Investor Relations
Tel: 604-683-7790
Email: [email protected]
Aquin George
Director, Special Situations
Kingsdale Advisors
Phone: 647-265-4528
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 Information
This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements, other
than statements of historical fact, are forward -looking statements and are based on expectations, estimates and projections as
at the date of this news release. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (includ ing
negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would ”, “might”
or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. .
All statements, other than statements of historical fact, included herein, constitutes forward -looking information. Although
NorthWest believes that the expectations reflected in such forward-looking information and/or information are reasonable, undue
reliance should not be placed on forward-looking information since NorthWest can give no assurance that such expectations will
prove to be correct. Forward -looking information involves 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 information, including the risks,
uncertainties and other factors identified in NorthWest’s periodic filings with Canadian securities regulators. Forward -looking
information are subject to business and economic risks and uncertainties and other factors that could cause actual results of
operations to differ materially from those contained in the forward-looking information. Important factors that could cause actual
results to differ materially from NorthWest’s expectations include risks associated with the business of NorthWest; risks relat ed
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 deposits; the need for cooperation of government agencies and First Nation groups in the exploration and development
of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncerta inty
as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty
of meeting anticipated program milestones; campaigns by investors to effect changes in management; uncertainty as to timely
availability of permits and other governmental approvals; and other risk factors as detailed from time to time and additional risks
identified in NorthWest’s filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca ).
Forward-looking information is based on estimates and opinions of management at the date the information are made.
NorthWest does not undertake any obligation to update forward -looking information except as required by applicable securities
laws. Investors should not place undue reliance on forward-looking information.