NORTHWEST COPPER ANNOUNCES BEST EFFORTS PRIVATE PLACEMENT FOR UP TO $10 MILLION

Executive Summary

• NorthWest Copper has entered into an agreement for a "best efforts" private placement offering to raise up to $10 million.
• The proceeds are earmarked for updating the Preliminary Economic Assessment (PEA) of the Kwanika-Stardust project and advancing exploration at several other projects.
• Stifel Nicolaus Canada Inc. is serving as sole bookrunner and co-lead agent, with Canaccord Genuity Corp. acting as co-lead agent.

Key Details

• Aggregate Proceeds: Up to $10 million.
• Offering Structure & Pricing:
  • Hard Dollar Units (HD Units): $0.35 per unit.
  • Charity Flow-Through Units (CFT Units): $0.515 per unit.
  • Flow-Through Shares (FT Shares): $0.41 per share.
• Unit Composition: Each HD Unit and CFT Unit consists of one common share and one-half of one Common Share purchase warrant.
• Warrant Terms: Exercise price of $0.45 for a period of 24 months following the closing of the offering.
• Agents' Option: Agents have an option to sell up to an additional 15% of the aggregate amount on the same terms and conditions.
• Use of Proceeds (Net):
  • Complete an updated Preliminary Economic Assessment (PEA) on the Kwanika-Stardust project.
  • Advance exploration at Kwanika.
  • Conduct surface work at the Lorraine project.
  • Advance other projects, specifically East Niv.
  • Working capital and general corporate purposes.
• Flow-Through Specifics: Gross proceeds from CFT Units and FT Shares will be used for "Canadian exploration expenses" and "flow-through critical mineral mining expenditures." Qualifying expenditures must be incurred by December 31, 2027, with renunciation effective no later than December 31, 2026.
• Expected Closing Date: On or about May 5, 2026.
• Other Terms:
  • Securities are subject to a hold period of four months and one day from closing.
  • Certain insiders may participate (related party transaction), expected not to exceed 25% of the Company's market capitalization.