
NorthWest Copper Corp. (TSX-V: NWST) is pleased to announce that further to its press releases of July 16, 2025 and July 29, 2025, the Company has closed the second tranche of its upsized non-brokered critical mineral flow through private placement financing. When combined with the first tranche of the FT Offering, the Company has now closed on $3.2 million out of the $3.5 million upsized FT Offering. The Company also had excess demand on the hard dollar component of the private placement announced on July 29, 2025, and completed the HD Offering for gross proceeds of $0.475 million.
CEO Paul Olmsted stated, “The continued excess demand under both the FT Offering and HD Offering has been encouraging and has set the Company up to execute on its planned exploration drilling program and metallurgical test work program at Kwanika for 2025. With the upsized financing, we are considering options to bring forward some of the drilling originally planned for 2026. The current program is expected to confirm and expand our higher-grade target model and improve recoveries, particularly for gold.”
The Company closed the second tranche of the FT Offering for subscriptions of 2,917,666 units at a price of $0.225 per FT Unit for gross proceeds of $0.65 million. Each FT Unit consists of one flow through common share of the Company and one half of one non-transferable common share purchase warrant with each FT Warrant exercisable to purchase one additional common share of the Company at an exercise price of $0.34 until August 8, 2027. Proceeds of the FT Offering will be used for exploration at Kwanika Central and the nearby Transfer Target.
The Company closed the HD Offering for subscriptions of 2,375,000 units at a price of $0.20 per HD Unit for gross proceeds of $0.475 million. Each HD Unit consists of one common share of the Company and one half of one non-transferable common share purchase warrant with each HD Warrant exercisable to purchase one additional common share of the Company at an exercise price of $0.30 until August 8, 2027. Proceeds of the HD Offering will be used for general corporate purposes.
The FT Shares will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada). 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). 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.
Canaccord Genuity Corp continues to act as the Company’s financial advisor for the FT Offering. On the second tranche, the Company will pay cash finder’s fees of $39,088, issue 29,176 common shares for advisor fees in lieu of cash and issue 176,893 compensation warrants to eligible finders. Each Compensation Warrant is non-transferrable and entitles the holder to acquire one Common Share of the Company at $0.34 until August 8, 2027.
Except for the Compensation Shares, which will be subject to a different four month and one day hold period, all other securities issued in the second tranche of the FT Offering and the HD Offering of the private placement, are subject to a hold period expiring on December 9, 2025.
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 and gold exploration and development company with a pipeline of advanced and early-stage copper and gold 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 and the robust gold 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.
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