NorthWest Copper (TSX-V:NWST) (OTCQX:NWCCF) is pleased to announce that it has completed the third issuance of Consideration Shares to POSCO International Corporation pursuant to the previously announced agreement whereby NorthWest agreed to purchase POSCO’s approximately 31% interest in Kwanika Copper Corporation for total consideration of C$11 million, payable in shares of NorthWest. KCC is a British Columbia corporation which owns 100% of the Kwanika project. Following the completion of the issuance of all Consideration Shares, KCC has become a wholly-owned subsidiary of NorthWest, and NorthWest now owns a 100% interest in the Kwanika project. As part of the Tranche 1 closing in February 2022, the shareholder joint venture agreement as among the parties was terminated and any interest or rights of POSCO with respect to Kwanika project under the shareholder joint venture agreement, including offtake rights, was terminated.

Transaction Terms

The Transaction has received approval by the TSX Venture Exchange. Pursuant to the terms of the Transaction, NorthWest issued to POSCO a total of C$11 million in Consideration Shares in three tranches according to the following schedule.

As part of the Tranche 3 closing, NorthWest issued 7,228,916 Consideration Shares to POSCO. All Consideration Shares issued will be subject to a hold period expiring four months and one day from the date of issue. The Tranche 3 Consideration Shares hold period expires on January 7, 2023. POSCO has agreed to several resale restrictions in respect of the Consideration Shares including a minimum 30-day notice period prior to sales of any kind and a monthly limit on any sales on public exchanges.

About NorthWest Copper:

NorthWest 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 is well positioned to participate fully in a strengthening global copper market. We are committed to working collaboratively with First Nations to advance our work in a culturally and environmentally respectful manner.