NorthWest Copper Announces Non-Brokered Private Placement Financing
August 19 2024 - 7:00AM
NorthWest Copper Corp. (“NorthWest” or “the Company”) (TSX-V: NWST)
is pleased to announce a non-brokered private placement financing
of up to 2,000,000 units at a price of $0.25 per unit (a “Unit”)
for gross proceeds of up to $500,000 (the “Private Placement”).
Each Unit consists of one common share of the Company (each, a
“Common Share”) and one non-transferable Common Share purchase
warrant (each 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.
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 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 copper-gold explorer with
a pipeline of advanced and early-stage projects in British
Columbia, including Kwanika-Stardust, Lorraine and East Niv. 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 www.northwestcopper.ca.
On Behalf of the Board of Directors of
NorthWest Copper Corp.“Maryantonett Flumian”Chair,
NorthWest Copper
For further information, please
contact:604-683-7790info@northwestcopper.ca
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 InformationThis 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 (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 anticipated 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
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 related to the completion of
the Private Placement, including TSXV approval; 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 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.sedarplus.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.
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