NorthWest Closes Second Tranche of Flow Through Financing and Completes Hard Dollar Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Aug. 11, 2025 (GLOBE NEWSWIRE) — NorthWest Copper Corp. (“NorthWest” or “the Company”) (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 (“FT Offering”). 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 (“HD Offering”) 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 (each a “FT Unit”) 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 (each a “FT Share”) and one half of one non-transferable common share purchase warrant (each whole warrant being a “FT 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 (each a “HD Unit”) 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 (each a “HD Share”) and one half of one non-transferable common share purchase warrant (each whole warrant being a “HD 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) (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.
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 (the “Compensation Shares”) for advisor fees in lieu of cash and issue 176,893 compensation warrants (the “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 (including the Compensation Warrants), 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. 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
[email protected]
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 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: the terms of the private placement; the anticipated use of proceeds; 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 is 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.