Northwest Copper Announces Increase to Non-Brokered Private Placement Financing
Page 1 of 3
News Release
NORTHWEST COPPER ANNOUNCES INCREASE TO NON-BROKERED PRIVATE PLACEMENT FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Vancouver, BC – January 30, 2023 – NorthWest Copper Corp. (“NorthWest” or “the Company”) (TSX -V:
NWST) (OTCQX: NWCCF) is pleased to announce that as a result of increased demand, the non-brokered
private placement financing previously announced on January 23, 2023 will now consist of up to
22,173,913 units at a price of $0.23 per unit (a “Unit”) for gross proceeds of up to $5,100,000 (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.
The Company may pay a commission or finder’s fee to eligible parties in connection with the Private
Placement, subject to the approval of the TSX Venture Exchange and compliance with applicable securities
laws.
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
Page 2 of 3
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.
“Peter Bell”
Director, President and CEO
For further information, please contact:
Peter Lekich, Director Investor Relations
Tel: 604-697-4962
Email: [email protected]
Neither the 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 Cautionary Statement Regarding Forward-Looking
Information
This news release contains “forward -looking information” wi thin 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 (including 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. In this news release,
forward-looking statements relate, among other things, to statements with respect to: the terms of the Private
Placement; the anticipated use of proceeds; the a nticipated insider participation in the Private Placement; the
completion of the Private Placement; and the approval of the TSX Venture Exchange.
All statements, other than statements of historical fact, included herein, constitutes forward -looking informa tion.
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, includ ing 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 actua l 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 related to the completion of the Private Placement,
including TSXV approval; risks associated with the business of NorthWest; risks related to reliance on technical
Page 3 of 3
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 uncertainty 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; 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.sedar.com).
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.