NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Sept. 23, 2024 (GLOBE NEWSWIRE) — NorthWest Copper Corp. (“NorthWest” or “the Company”) (TSX-V: NWST) is pleased to announce the closing of the previously announced over-subscribed non-brokered private placement1.
The Private Placement consists of 4,600,000 units (each a “Unit”), at a price of $0.25 per Unit for gross proceeds of $1,150,000 (the “Private Placement”). Each Unit consists of one common share of the Company (each, a “Common Share”) and one non-transferable Common Share purchase warrant (each a “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.
Proceeds from the Private Placement will be used primarily to fund general working capital purposes.
All Common Shares and Warrants issued pursuant to the Private Placement and any Common Shares issuable on exercise of Warrants will be subject to a four month and a day hold period expiring January 21, 2025.
Two Directors of the Company, Maryantonett Flumian and Enrico De Pasquale, acquired a total of 300,000 Units for gross proceeds of $75,000, and Mr. John Kimmel, an insider of the Company, acquired 2,000,000 Units for aggregate consideration of $500,000. Such participation is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). 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:
On Behalf of the Board of Directors of NorthWest Copper Corp.
“Maryantonett Flumian”
Chair, 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 anticipated use of proceeds.
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.
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1 Please see NorthWest’s press releases dated August 19, 2024 and August 26, 2024 available under the Company’s profile on SEDAR+ and at www.northwestcopper.ca
