NorthWest Copper Corp. (TSX-V: NWST) (OTCQX: NWCCF) is pleased to announce the closing of the second and final tranche of the over-subscribed non-brokered private placement financing previously announced on January 23, 2023 and upsized on January 30, 2023 to 22,173,913 units at a price of $0.23 per Unit for gross proceeds of up to $5,100,000. The first tranche consisted of 18,837,955 Units for gross proceeds of approximately $4,332,730 and closed on February 6, 2023, and the second and final tranche consisted of 3,159,131 Units for gross proceeds of approximately $726,600. Combined with the first tranche of the Private Placement, the Company sold 21,997,086 Units for approximately $5,059,330.

Each Unit consists of one common share of the Company and one-half of one non-transferable Common Share purchase 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.

The net proceeds from the Private Placement will be used primarily to fund general working capital purposes and for exploration at the Company’s portfolio of projects, including the Lorraine property.

The Common Shares and Warrants issued pursuant to the second and final tranche of the Private Placement, and any Common Shares issuable on exercise of such Warrants, are subject to a four month and a day hold period expiring June 10, 2023, in accordance with applicable Canadian securities laws, and TSX Venture Exchange hold period, as applicable. No finder’s fees were paid in connection with the closing of the second and final tranche of the Private Placement. Aggregate finder’s fees of $9,000 cash were paid to Canaccord Genuity Corp. in connection with the Private Placement.

Mark O’Dea, Lewis Lawrick and Teodora Dechev, each a director of the Company, acquired a total of 740,000 Units in this tranche, for gross proceeds of $170,200. Such participation is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. 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 deemed 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 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.