Mr. Grant Sawiak reports
NORTHWEST COPPER CORP. ANNOUNCES LAUNCH OF RIGHTS OFFERING AND CONCURRENT PRIVATE PLACEMENT
Northwest Copper Corp. is undertaking a rights offering to raise gross proceeds of up to $3,340,936 and private placements to bring the total amount raised by the company to no more than $4-million.
Pursuant to the rights offering, the company will be offering 31,818,435 rights to holders of common shares in the capital of Northwest at the close of business on the record date of Dec. 5, 2023 (the record date), on the basis of one right for each six Northwest shares held. Each one right will entitle the holder to subscribe for one Northwest share at the subscription price of 10.5 cents per Northwest share.
Upon completion of the rights offering and assuming all rights are exercised, the company will have 222,729,048 Northwest shares outstanding, of which Northwest shares issued under the rights offering represent 14.29 per cent.
The rights will expire at 5 p.m. (Toronto time) (the expiry time) on Dec. 28, 2023, after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights under the basic subscription privilege will be entitled to subscribe for additional Northwest shares, if available, as a result of unexercised rights prior to the expiry time on the expiry date, subject to certain limitations as set out in the company's rights offering circular dated Nov. 27, 2023, which will be filed on SEDAR+ under Northwest's profile at SEDAR+, along with the notice of rights offering on Form 45-106F14. The notice and the rights DRS advice/subscription will be mailed to shareholders in the eligible jurisdictions (as defined herein) as of the record date on or about Dec. 5, 2023. The company expects to close the rights offering on or before Dec. 28, 2023, subject to the requirement of the TSX Venture Exchange that any personal information forms required to be filed in respect of the rights offering have been cleared. The rights will not be listed on any stock exchange trade or quotation board.
The rights will be offered to shareholders resident in all provinces and territories of Canada other than Quebec. Shareholders resident in Quebec or outside of Canada who qualify under a prospectus exemption may participate in the concurrent private placement (described herein). Registered shareholders in the eligible jurisdictions who wish to exercise their rights must forward the completed subscription form, together with the applicable funds, to the rights agent, Odyssey Trust Company, on or before the expiry time on the expiry date. Shareholders who own their Northwest shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
Subject to the detailed provisions of the circular, rights certificates or DRS advises and subscription forms will not be mailed to shareholders resident outside of the eligible jurisdictions, unless such shareholders are able to establish to the satisfaction of the company that they are eligible to participate in the rights offering and provide such evidence to the company and the rights agent of the same.
The proceeds of the rights offering are expected to be used for working capital and general corporate purposes and administrative expenses.
Concurrent private placement
Concurrently with the rights offering, the company intends to conduct the concurrent private placement of no more than 38,095,238 Northwest shares at a price of 10.5 cents per Northwest share for gross proceeds of up to $4-million less the gross proceeds of the rights offering. The total amount raised by the company pursuant to the rights offering and the concurrent private placement will not exceed $4-million.
Northwest shares offered pursuant to the concurrent private placement will be offered to persons resident in Canada who qualify as accredited investors under National Instrument 45-106 -- Prospectus Exemptions (NI 45-106) and may be offered to persons who reside outside of Canada who qualify under prospectus exemptions in those jurisdictions. In connection with the concurrent private placement, the company may pay cash commissions to registered brokers and a finder's fee to arm's-length finders. The broker fee will be 5 per cent on gross proceeds from a brokerage firm up to $250,000, 7 per cent on gross proceeds from a brokerage firm when up to $500,000 is raised and 8 per cent on gross proceeds from al brokerage firm when over $750,000 is raised. The finder's fee will be 1.5 per cent of the gross proceeds.
All securities issued in connection with the concurrent private placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The proceeds of the concurrent private placement are expected to be used for general corporate purposes and administrative expenses.
The right offering and concurrent private placement are subject to TSX Venture Exchange approval.
About Northwest Copper
Northwest Copper is a copper-gold explorer and developer with an exciting pipeline of projects in British Columbia. With a robust portfolio in a Tier 1 jurisdiction, Northwest Copper is well positioned to participate fully in a strengthening global copper market. The company is committed to responsible mineral exploration which involves working collaboratively with first nations to ensure future development incorporates stewardship best practices and traditional land use.
We seek Safe Harbor.
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