VANCOUVER, British Columbia, April 26, 2022 (GLOBE NEWSWIRE) — NorthWest Copper (“NorthWest” or the “Company”) NWSTNWCCF is pleased to announce that it has completed the second issue of consideration shares (“Tranche 2”) to POSCO International Corporation (“POSCO”) pursuant to the previously announced agreement whereby NorthWest has agreed to purchase the POSCO’s approximately 31% equity 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 company that owns 100% of the Kwanika project. Upon completion of the issuance of all Consideration Shares, KCC will become a wholly owned subsidiary of NorthWest and NorthWest will own a 100% interest in the Kwanika Project. In connection with the closing of Tranche 1 in February 2022, the joint venture agreement between the parties terminated and any interest or rights of POSCO in the Kwanika Project under the joint venture agreement, including levy, has ended.
Terms of trade
The transaction has received the approval of the TSX Venture Exchange. Pursuant to the terms of the transaction, NorthWest will issue to POSCO an aggregate of C$11 million in consideration shares in three tranches over a period of approximately four months according to the following schedule.
|Slice||Date of issue||Deemed value (CAD)||NWST stock price (CAD)|
|Tranche 1||February 23, 2022||$4,000,000||$0.77|
|Tranche 2||April 25, 2022||$4,000,000||$0.67|
|Tranche 3||120 days after Tranche 1||$3,000,000||VWAP over 20 days from date of issue|
In connection with the Tranche 2 closing, NorthWest issued 5,934,718 Consideration Shares to POSCO. All issued Consideration Shares will be subject to a hold period expiring four months and one day from the date of issue. The holding period for the Tranche 2 Consideration Shares expires on August 26, 2022. POSCO has agreed to several resale restrictions regarding the Consideration Shares, including a minimum 30-day notice period before sales of any kind and a limit monthly on any sale on public markets. Exchanges. The issuance of the Tranche 3 Consideration Shares by NorthWest to POSCO may be accelerated subject to the approval of both parties. The last tranche is expected to be issued by June 2022.
About NorthWest Copper:
NorthWest is an emerging copper-gold explorer and developer with an exciting pipeline of projects in British Columbia. With a strong portfolio in a Tier 1 jurisdiction, Northwest is well positioned to fully participate in the strengthening global copper market. We are committed to working collaboratively with First Nations to advance our work in a culturally and environmentally responsible manner. Additional information is available on the Company’s website at www.northwestcopper.ca.
On behalf of the board of directors of NorthWest Copper Corp.
Director, President and Chief Executive Officer
For more information, please contact:
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.
Caution Regarding Forward-Looking Statements
All statements in this press release regarding anticipated future events or results are forward-looking statements, including, but not limited to, statements regarding: those that address the anticipated closing of the transaction. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “have the intent” and statements that an event or result “may”, “shall”, “should”, “might” or “could” 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 as NorthWest cannot guarantee 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 these forward-looking statements, including the risks, uncertainties and other factors identified in the filings. NorthWest’s periodicals 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 NorthWest’s business; risks relating to reliance on technical information provided by NorthWest; risks associated with the 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 related to the interpretation of drilling results and the geology, continuity and grade of mineral deposits; the need for cooperation from 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 the uncertainty as to the availability and terms of future financing; the possibility of delays in exploration or development programs and uncertainty as to the achievement of planned program milestones; uncertainty as to the timely availability of permits and other governmental approvals, including TSX Venture Exchange approval for the transaction; and other risk factors as detailed from time to time and additional risks identified in NorthWest’s filings with the Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on management’s estimates and opinions as of the date the statements are made. NorthWest undertakes no obligation to update forward-looking statements, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.