Not for distribution to United States newswire services or for release, publication, distribution or dissemination directly or indirectly, in whole or in part in or into the United States
TORONTO, July 16, 2025 (GLOBE NEWSWIRE) -- NorthWest Copper ("NorthWest" or the "Company") (TSX-V: NWST) is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to $2.5 million ("Offering") consisting of up to 11.1 million flow-through units at a price of $0.225 per unit (a "FT Unit").
Each FT Unit will consist of one flow through common share (a "FT Share") and one half of a common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.34 per Warrant for a period of 24 months following closing of the Offering.
The Company has engaged Canaccord Genuity Corp to act as its financial advisor for the offering. The Company will pay a finder's fee on a portion of the gross proceeds of the private placement and may pay a portion of the finders fee and advisory fee in common shares of the Company.
The Company intends to use the proceeds from the Offering to target higher grade sub-domains within the Kwanika Central Area and to drill test the near-surface Transfer target located 350 m to the south.
CEO Paul Olmsted said, "This financing is an important step for the Company as it provides the funding necessary to execute on a planned drill program for 2025 at its core property, Kwanika. The drill program is designed to: 1) confirm the higher-grade target model announced on April 5th to better define it and inform future mine designs, 2) expand the higher-grade zones with step-out holes where open, and 3) probe for deeper extensions that could potentially open up areas for further exploration. In addition, the 2025 program will also test nearby targets to follow-up previous encouraging exploration results. This financing will allow the Company to improve its understanding of Kwanika, complete metallurgical test work to improve gold recoveries and move forward on its plans to deliver an updated Preliminary Economic Assessment in the first half of 2026."
The Offering is expected to close on or about August 1, 2025, or such other date as the Company may determine, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (the "TSXV").
The FT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) as "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the "Qualifying Expenditures"). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2026 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2025.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Technical aspects of this news release have been reviewed, verified, and approved by Geoff Chinn, P.Geo., VP Business Development and Exploration of NorthWest, who is a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Minerals Projects.
About NorthWest Copper:
NorthWest Copper is a copper-gold exploration and development company with a pipeline of advanced and early-stage projects in British Columbia, including Kwanika-Stardust, Lorraine-Top Cat 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 NorthWest Copper Corp.
"Paul Olmsted"
CEO, NorthWest Copper
For further information, please contact:
604-683-7790
info@northwestcopper.ca
Neither the TSXV 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 (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; statements regarding whether the Company will be able to complete the Offering as anticipated, the receipt of regulatory approval, including the approval of the TSX Venture Exchange, to complete the Offering, the anticipated closing date of the Offering, the intended use of proceeds, the ability of the Company to make the qualifying expenditures as anticipated by management, and other matters ancillary or incidental to the foregoing; plans and intentions of the Company; proposed exploration and development of NorthWest's exploration property interests; the Company's ability to finance future operations; future operations; mine plans, magnitude or quality of mineral deposits, and the development, operational and economic results of current and future potential economic studies.
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 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.
