NWST Northwest Copper Corp

NorthWest Copper Corp. ("NorthWest" or the "Company") (TSXV:NWST) (OTCQX: NWCCF) reminds shareholders to vote only on the BLUE proxy FOR NorthWest’s refreshed Board to protect their investment from an Activist Group with a history of destroying shareholder value. Shareholders are encouraged to vote immediately FOR NorthWest’s seven highly capable and experienced directors before the 10 a.m. (Vancouver time) deadline on Friday, September 22, 2023.

NorthWest expects a record high turnout at the upcoming annual meeting of shareholders and thanks its shareholders for the strong support already received. The Board encourages those who are yet to vote, not to delay any further. Every vote continues to count.

NorthWest’s refreshed Board of Directors have a well-documented track-record of successfully executing equity financings, alongside extensive experience in executive and board positions within minerals companies significantly larger than NorthWest. The NorthWest directors possess the necessary technical experience and specialized geological knowledge of BC copper deposits to advance the Company’s mineral assets. This experience includes the Kemess Mine, located just 50 kilometres from the Company’s East Niv property. Kemess, a copper-gold porphyry deposit with similar geological characteristics to NorthWest’s projects, was sold to Aurico Gold (now Alamos) for $1.46 billion. They also have the knowledge and understanding of the cultural and environmental landscape important to building strong and respectful working relationships and partnerships with First Nations and local communities of interest.

This stands in stark contrast to the Activist Group nominees, who have a history of negative shareholder returns and no clear plan to advance NorthWest, thereby putting shareholder investments at risk. Since the outset, shareholders have been asking legitimate questions regarding what the Activist Group’s plan is with respect to the future of Northwest. It’s been almost four months since the Activist Group declared its intentions and has yet to put forward a legitimate plan for the future of the Company. In our view, the absence of a concrete plan and an inadequately qualified slate raises genuine concerns about the Activist Group attempting a no-premium take private plan if its nominees were elected.

“The current Board is dedicated to improving the Company while also preserving and increasing shareholder value,” said Terry Lyons, the recently appointed Chair at NorthWest. “On the other hand, the attempt by the activists to completely overhaul NorthWest’s refreshed board with a slate that is not up to the mark, threatens the Company’s future and undermines shareholder investments - this is why when they approached me to become their director nominee, I firmly declined. It is evident that they have no plan and are risking the investments of all other shareholders.”

David Moore, who was appointed interim CEO and director at NorthWest this year, said, “We have a plan, and the Board’s nominees are best suited to bring about positive change while maintaining continuity. I have declined the Activist Group’s attempt to make me a director nominee because they have shown contempt for the Company. They have chosen an expensive proxy fight over a settlement and wasted Company resources that were earmarked for accelerating growth.”

Independent Third Parties Endorse the Board, Reject Activist Group

The choice is clear. The two leading independent North American proxy advisors, Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC. (“Glass Lewis”), have strongly recommended that their subscribers should support the refreshed Board.

ISS, in its recommendation to shareholders to vote FOR NorthWest’s nominees, said that the Activist Group’s nominees “do not appear to provide skills or experience that would augment the incumbent board or fill a skills deficiency”.

Glass Lewis said, “We do not believe the Dissident has sufficiently justified the election of his nominees and find inadequate cause to conclude the Dissident candidates are better suited to serve on the Company’s board.” Glass Lewis too recommended that shareholders vote FOR NorthWest’s nominees.

It’s Not Too Late to Change Your Vote

If you have already voted for the dissident slate and would like to change your vote FOR the refreshed Board, the process is simple and short. Call Kingsdale Advisors on 1-888-518-1565 (toll-free in North America), 1-647-251-9704 (collect call outside North America) or email contactus@kingsdaleadvisors.com for assistance.

The Board is Aligned with Shareholder Interests; the Activist Group is Not

NorthWest’s incumbent Board is aligned with the interests of shareholders. All seven incumbent directors are shareholders. They have the support of management, and they have a clear action plan to finance NorthWest and quickly advance NorthWest’s valuable mineral properties.

In contrast, the Activist Group poses a significant risk to shareholders. One apparent member of the Activist Group is the recipient of a five-year trading ban from the Ontario Securities Commission, while their director nominees have a history of shareholder value destruction and bring little to no BC mining experience.

Don’t rely on the Activist Group’s six nominees, five of whom are not shareholders. They have identified no new management. They have not articulated a clear plan for NorthWest. If the Activist Group seizes control, its claim for reimbursement of proxy fight expenses will divert funds, likely hundreds of thousands of dollars, that would be better spent on exploration and development.

Of the Activist Group’s nominees, some have no prior experience as corporate directors and others have the wrong experience or dreadful track records. We believe they lack the necessary knowledge of mineral exploration and relationships with local communities of interest and First Nations.

Act Now! Proxy Voting Deadline is this Friday, September 22, 2023 at 10:00 a.m. (Vancouver Time)

The proxy voting deadline for the upcoming annual meeting of the Company’s shareholders (the “Meeting”) is 10:00 a.m. (Vancouver time) this Friday, September 22, 2023 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays or statutory holidays in British Columbia) prior to the time and date to which the Meeting is adjourned or postponed. The Meeting is scheduled for September 26, 2023 at the offices of Cassels, Brock & Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8.

Vote BLUE! Every Vote Counts

NorthWest urges shareholders to vote the BLUE proxy as recommended by both ISS and Glass Lewis. Shareholders are urged to carefully review the Company’s Letter to Shareholders and Circular, which can be found on www.ProtectNWST.com as well as on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.northwestcopper.ca). Vote FOR NorthWest’s refreshed Board, its strengthened executive team, and its strategic action plan designed to advance NorthWest’s mineral assets without delay.

Instructions To Vote BLUE

Every vote is important. Even if you have never voted before and no matter how many shares you own, becoming a voter is fast and easy. Here’s how:

1. To Vote FOR, vote the BLUE proxy. Follow the instructions on the BLUE proxy or VIF. 
2. Vote online: 
   1. Registered shareholders: https://login.odysseytrust.com/pxlogin
   2. Non-registered shareholders: www.proxyvote.com 

NorthWest shareholders can contact Kingsdale Advisors by calling 1-888-518-1565 (toll-free in North America), calling or texting 1-647-251-9704 (collect call outside North America) or by email at contactus@kingsdaleadvisors.com or visit www.ProtectNWST.com for more information. 

Vote BLUE To Protect Your Investment in NorthWest.

For further information, please contact:

Investor contact:Peter Lekich, Director Investor RelationsTel: 778-389-2446Email: plekich@northwestcopper.ca

Media contact:Longview Communications and Public AffairsAlan Bayless Joel Shaffer:

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.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements, including, but not limited to, statements with respect to: the plans and intentions of the activist group of shareholders; and the plans and intentions of the Company. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking information involves 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 information, including the risks, uncertainties and other factors identified in NorthWest’s periodic filings with Canadian securities regulators. Forward-looking information 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 information. 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 a change in the current Board or management of the Company; 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.sedarplus.ca). 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.