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NorthWest Copper Corp. AGM Information 2023

Aug 21, 2023

43866_rns_2023-08-21_2db3852d-9e85-463b-9347-203b7ab10773.pdf

AGM Information

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NORTHWEST COPPER CORP.

1055 West Hastings Street Suite 1900

Vancouver, BC V6E 2E9

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of the shareholders of NorthWest Copper Corp. (the “ Company ”) will be held on Tuesday, September 19, 2023 at 10:00 a.m. (Vancouver time) at the office of Cassels Brock & Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, BC V6C 3E8.

The Meeting is to be held for the following purposes:

  1. To receive the audited financial statements of the Company for the financial year ended December 31, 2022, and the auditor’s reports thereon.

  2. To set the number of directors for the ensuing year at seven (7).

  3. To elect directors to hold office for the ensuing year.

  4. To re-appoint KPMG LLP as the Company’s auditor for the ensuing year, at a remuneration to be fixed by the directors.

  5. To adopt and approve the Company’s equity incentive plan.

  6. To transact such other business as may properly be transacted at the Meeting or at any adjournment or postponement thereof.

A management information circular (the “ Circular ”) accompanies this notice of annual general meeting and contains details of matters to be considered at the Meeting.

Registered shareholders and duly appointed proxyholders are able to attend, participate and vote at the Meeting. Beneficial shareholders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest but will not be able to participate, vote or ask questions at the Meeting.

Forms of proxy must be returned to Odyssey Trust Company (“ Odyssey ”), the Company’s transfer agent, prior to 10:00 a.m. (Vancouver time) at least two days (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment or postponement of the Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

If you are a beneficial shareholder and have received these materials through Odyssey, your broker or through another intermediary (an “ Intermediary ”), please complete and return the voting instruction form or other materials provided to you by Odyssey, your broker or other Intermediary in accordance with the instructions provided therein. Shareholders who are planning to return the form of proxy or a voting instruction form are encouraged to review the accompanying Circular carefully before submitting the form of proxy or voting instruction form.

As set out in notes to the proxy, the enclosed proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

The Company reserves the right to take any additional measures in relation to the Meeting that the Company considers necessary or advisable including changing the time, date or location of the Meeting. Changes to the Meeting, time, date or location and/or means of holding the Meeting may be announced by way of news release. Please monitor the

Vote your BLUE proxy by 10:00 AM (Vancouver Time) on Friday, September 15, 2023 Questions about voting or need assistance? Contact Kingsdale Advisors: 1-888-518-1565 (Toll-free in North America) or [email protected]

Company’s news releases as well as its website at https://northwestcopper.ca/ for updated information. The Company advises you to check its website one week prior to the Meeting date for the most current information.

To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to two questions. Please ensure questions are succinct and cover only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together. At any point during the question period, the Company may stop answering questions and end the Meeting.

The Company does not intend to address any questions that are, among other things:

  • irrelevant to the business of the Company or to the business of the Meeting;

  • related to material non-public information of the Company;

  • out of order or not otherwise suitable for the conduct of the Meeting as determined by the Chair or Secretary in their reasonable judgment.

If there are any matters of individual concern to a shareholder and not of general concern to all shareholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Meeting by contacting Investor Relations at 604-697-4962.

If you have any questions or need assistance voting, please contact Kingsdale Advisors by calling 1-888-518-1565 (tollfree in North America), calling or texting 1-647-251-9704 (collect call outside North America) or by email at [email protected]. To keep current with and obtain information about voting your NorthWest Copper shares, please visit www.ProtectNWST.com.

DATED at Vancouver, British Columbia, this 18[th] day of August 2023.

By order of the Board of Directors.

NORTHWEST COPPER CORP.

“Terry Lyons”

Terry Lyons Chair of the Board of Directors

Vote your BLUE proxy by 10:00 AM (Vancouver Time) on Friday, September 15, 2023 Questions about voting or need assistance? Contact Kingsdale Advisors: 1-888-518-1565 (Toll-free in North America) or [email protected]