VANCOUVER, British Columbia, Sept. 07, 2022 (GLOBE NEWSWIRE) -- NorthWest Copper (“NorthWest” or the “Company”) (TSX-V:NWST, OTCQX:NWCCF) is pleased to announce that it has completed the third issuance of Consideration Shares (“Tranche 3”) to POSCO International Corporation (“POSCO”) pursuant to the previously announced agreement whereby NorthWest agreed to purchase POSCO’s approximately 31% interest in Kwanika Copper Corporation (“KCC”) for total consideration of C$11 million (the “Transaction”), payable in shares of NorthWest (the “Consideration Shares”). 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$11 million in Consideration Shares in three tranches according to the following schedule.
Tranche
Date of Issue
Deemed Value (C$)
NWST Share Price (C$)
Tranche 1
February 23, 2022
$4,000,000
$0.77
Tranche 2
April 25, 2022
$4,000,000
$0.67
Tranche 3
September 6, 2022
$3,000,000
$0.415
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. Additional information can be found on the Company’s website at www.northwestcopper.ca.
On Behalf of the Board of Directors of NorthWest Copper Corp.
Neither 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.
All statements in this press release about anticipated future events or results constitute forward-looking statements including, but not limited to, statements with respect to: those that address the Company business plans and goals. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, are forward-looking statements. Although NorthWest believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since NorthWest can give no assurance that such expectations will prove to be correct. These statements involve 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 statements, including the risks, uncertainties and other factors identified in NorthWest’s periodic filings with Canadian securities regulators. Forward-looking statements 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 statements. Important factors that could cause actual results to differ materially from NorthWest’s expectations include 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.sedar.com). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. NorthWest does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
