NorthWest Copper Corp.

UNDERWRITING AGREEMENT

March 31, 2021

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Dear Sirs:

PI Financial Corp. (“ PI ”) (the “ Lead Underwriter ”), Clarus Securities Inc., Haywood Securities Inc., Sprott Capital Partners LP, Agentis Capital Markets Canada Limited Partnership, Cormark Securities Inc. and Velocity Trade Capital Ltd. (together with the Lead Underwriter, the “ Underwriters ”) hereby offer to purchase, severally and not jointly, from NorthWest Copper Corp. (the “ Corporation ”) with the right to substitute purchasers, and the Corporation agrees to issue and sell to the Purchasers (as defined herein) as aggregate of (i) 5,000,000 flow-through shares (the “ FT Shares ”) that will be issued as “flow-through shares” as defined in subsection 66(15) of the Tax Act (as defined herein), at a price of $1.00 per FT Share (the “ FT Subscription Price ”); (ii) 4,550,000 charity flow-through shares (the “ Charity FT Shares ”) that will be issued as “flow-through shares” as defined in subsection 66(15) of the Tax Act, at a price of $1.10 per Charity FT Share (the “ Charity FT Subscription Price ”) and (iii) 3,750,000 common shares on a nonflow-through basis (the “ Shares ”), at a price of $0.80 per Share (the “ Share Subscription Price ”) for aggregate gross proceeds of $13,005,000 (the FT Shares, the Charity FT Shares and the Shares, together, the “ Offered Securities ”), on and subject to the terms and conditions set forth herein (the “ Offering ”).

The Underwriters shall have an option (the “ Option ”), which Option may be exercised by the Lead Underwriter on behalf of the Underwriters, to purchase that number of Offered Securities as is equal to 20% of the aggregate Offering, on the same terms as set forth above. The Option shall be exercisable, in whole or in part, by the Lead Underwriter on behalf of the Underwriters at any time prior to the Closing Date (as defined herein), and after which time the Option shall be void and of no further force and effect. If exercised, any Offered Securities issued upon exercise of the Option shall be deemed to form part of the Offering for the purposes hereof.

Unless the context otherwise requires, all references to the “ Offering ”, “ FT Shares ”, “ Charity FT Shares ”, and “ Shares ” shall include any securities issued in connection with the exercise of the Option.

Upon and subject to the terms and conditions set forth herein, the Underwriters may arrange for Purchasers of the Offered Securities in each of the provinces of Canada and in jurisdictions other than Canada (collectively, the “ Offering Jurisdictions ”), including in the United States to Purchasers that are Qualified Institutional Buyers at the applicable subscription price in compliance this Agreement and with Schedule “C” attached hereto, which Schedule is incorporated into and forms an integral part of this Agreement.

In consideration of the services to be rendered by the Underwriters hereunder in connection with the Offering, the Underwriters will receive the Underwriters’ Fee (as defined herein) to be paid or issued to the Underwriters in accordance with the terms of this Agreement.

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The Underwriters shall be entitled to appoint at their sole expense, other registered dealers acceptable to the Corporation (“ Selling Firms ”) as agents to assist in the Offering and the Underwriters shall determine the remuneration payable in accordance with Section 9 to such Selling Firms, such remuneration to be the sole responsibility of the Underwriters.

DEFINITIONS

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“ Agreement ” means this agreement resulting from the acceptance by the Corporation of the offer made by the Underwriters hereby, including all schedules hereto, as amended or supplemented from time to time;

“ Applicable Laws ” means, in relation to any person or persons, the Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guidance document, of any Governmental Authority that are applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“BC Flow-Through Mining Expenditure " means an expenditure that meets the criteria set forth in subsection 4.721(1) of the Income Tax Act (British Columbia) ;

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

" Canadian Exploration Expense " or " CEE " means an expense described in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act or which would be included in paragraph (h) of such definition if the reference therein to "paragraphs (a) to (d) and (f) to (g.4)" were read as "paragraph (f)", other than amounts which are (i) prescribed to be "Canadian exploration and development overhead expense" for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or (iv) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term "expense" in paragraph 66(15) of the Tax Act;

" Charity FT Shares " shall have the meaning ascribed to such term on the face page of this Agreement;

" Charity FT Subscription Price " shall have the meaning ascribed to such term on the face page of this Agreement;

“ Claim ” shall have the meaning ascribed to such term in Section 12 hereof;

“ Closing ” means the completion of the purchase and sale of the Shares, FT Shares and Charity FT Shares, as contemplated by this Agreement and the Subscription Agreements;

“ Closing Date ” means March 31, 2021 or such other date as may be agreed upon by the Corporation and the Lead Underwriter;

“ Closing Time ” means 5:00 a.m. (Pacific Time) on the Closing Date, or such other time as may be agreed upon by the Corporation and the Lead Underwriter;

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“ Common Shares ” means the common shares in the capital of the Corporation as currently constituted;

“ Contract ” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon the Corporation;

“ Corporation ” has the meaning ascribed to such term on page 1 hereof, being NorthWest Copper Corp.;

" CRA " means Canada Revenue Agency;

“ Directed Selling Efforts ” means selling efforts as described in Rule 902(c) of Regulation S under the U.S. Securities Act;

“ Disclosure Documents ” means, collectively, all of the documents that have been filed by or on behalf of the Corporation with the relevant securities regulatory authorities pursuant to the requirements of Applicable Laws since February 28, 2020, and which are publicly available on the Corporation’s SEDAR profile, including all material change reports, press releases, technical reports and financial statements of the Corporation;

“ Encumbrance ” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, Contract or otherwise) capable of becoming any of the foregoing;

“ Engagement Letter ” means the letter agreement dated March 8, 2021 among the Corporation and the Lead Underwriter relating to the Offering;

“ Financial Statements ” means (i) the audited consolidated financial statements of the Corporation for the fiscal year ended February 28, 2020, and (ii) the unaudited condensed consolidated interim financial statements of the Corporation for the nine-month period ended November 30, 2020;

" Flow-Through Mining Expenditure " means an expense that will, once renounced to a FT Purchaser, who is an individual (other than a trust or estate), qualify as a “flow-through mining expenditure” as defined in subsection 127(9) of the Tax Act of the FT Purchaser or, where the FT Purchaser is a partnership, of the members of the FT Purchaser who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced;

“ Follow-on Transaction ” shall have the meaning ascribed to such term in the Subscription Agreements;

" FT Purchasers " means those Purchasers of FT Shares and/or Charity FT Shares;

" FT Shares " shall have the meaning ascribed to such term on page 1 hereof;

" FT Subscription Price " shall have the meaning ascribed to such term on page 1 hereof;

“ FT Subscription Amount ” means the gross proceeds received by the Corporation from the sale of FT Shares and Charity FT Shares;

“ General Solicitation ” and “ General Advertising ” have the meaning described in Rule 502(c) of Regulation D under the U.S. Securities Act, and includes, but is not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine, similar media or on the internet or

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broadcast over radio, television or on the internet and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

“ Governmental Authority ” means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) subdivision, agent, commission, board or authority of any of the foregoing; or (iii) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“ IFRS ” means International Financial Reporting Standards;

“ includes ” or “ including ” means includes or including without limitation;

“ Indemnified Party ” or “ Indemnified Parties ” shall have the meaning ascribed to such terms in Section 12 hereof;

“ Issue Price ” means the aggregate subscription price for the Offered Securities, minus the Underwriters’ Fee and Underwriters’ Expenses;

“ Lead Underwriter ” has the mean ascribed to such term on page 1 hereof;

“ Lock-Up Undertaking ” means an undertaking entered into by each Locked-Up Person in favour of the Underwriters, substantially in the form set out in Schedule “B” hereof;

“ Locked-Up Persons ” means each director and officer of each of the Corporation as listed in Schedule “A” hereof;

“ Losses ” has the meaning ascribed to such term in Section 12 hereof;

“ Material Adverse Effect ” means, with respect to a particular person, any effect, change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy or circumstance that is, or is reasonably likely to: (i) be materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, financial condition, or results of operations of that particular person and its subsidiaries, as applicable; or (ii) materially and adversely affect the ability of that particular person to consummate the transactions contemplated in the Offering Documents;

“ Material Contracts ” means all Contracts or other obligations or rights to which the Corporation or a Subsidiary is a party or by which any of their respective properties or assets are bound that are material to the business, properties or assets of the Corporation;

“ Material Properties ” means the Stardust property and the Kwanika property;

“ misrepresentation ”, “ material fact ”, “ material change ”, “ affiliate ”, “ associate ”, and “ distribution ” have the respective meanings ascribed thereto in the Securities Act (British Columbia) in effect on the date hereof;

“ NI 45-102 ” means National Instrument 45-102 – Resale of Securities ;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions

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“ notice ” has the meaning ascribed to such term in Section 16 hereof;

“ Offered Securities ” has the meaning ascribed to such term on page 1 hereof;

“ Offering ” has the meaning ascribed to such term on page 1 hereof;

“ Offering Documents ” means, collectively, this Agreement and the Subscription Agreements;

“ Offering Jurisdictions ” has meaning ascribed to such term on page 3 hereof;

“ Option ” has the meaning ascribed to such term on page 1 hereof;

“ person ” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“ Prescribed Forms ” means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act to be filed by the Corporation within the prescribed times renouncing to the FT Purchasers the Qualifying Expenditures incurred pursuant to the applicable Subscription Agreements and all parts or copies of such forms required by the CRA to be delivered to the FT Purchaser;

“ Purchasers ” means the persons (which may include the Underwriters) for whom, pursuant to this Agreement, the Underwriters deliver to the Corporation, and which the Corporation accepts, a completed and executed Subscription Agreement for the Offered Securities;

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act;

" Qualifying Expenditure " means an expense which is a CEE incurred (or deemed to be incurred) on or after the Closing Date and on or before the Termination Date, which may be renounced by the Corporation pursuant to subsection 66(12.6) of the Tax Act, in conjunction with subsection 66(12.66) of the Tax Act, as necessary, with an effective date not later than December 31, 2021 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income for income tax purposes, and on the date it is renounced qualifies as a Flow-Through Mining Expenditure and BC Flow-Through Mining Expenditure;

“ Regulation D ” means Regulation D under the U.S. Securities Act;

“ Rule 144A ” means Rule 144A under the U.S. Securities Act;

“ Securities Laws ” means, unless otherwise indicated or context otherwise requires, all applicable securities laws in each of the Offering Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions;

“ Securities Regulators ” means, unless otherwise indicated or context otherwise requires, collectively, the securities regulators or other securities regulatory authorities in the Offering Jurisdictions including the TSXV;

“ Selling Firms ” has the meaning attributed to such term on page 1 hereof;

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" Shares " shall have the meaning ascribed to such term on page 1 hereof;

“ Share Subscription Price ” shall have the meaning ascribed to such term on the face page of this Agreement;

“ Subscription Agreements ” means, collectively, the subscription agreements for the Shares, FT Shares and Charity FT Shares in the form agreed between the Corporation and the Lead Underwriter pursuant to which Purchasers agree to subscribe for and purchase Offered Securities pursuant to the Offering as herein contemplated and shall include, for greater certainty, all schedules and exhibits thereto, and “Subscription Agreement” means any one of them, as the context requires;

“ Subsidiaries ” means the subsidiaries of the Corporation as set out in Schedule “E” hereto;

" Tax Act " means the Income Tax Act (Canada) and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this Agreement;

" Termination Date " means December 31, 2022;

“ Term Sheet ” means a term sheet substantially in the form of the term sheet attached to the form of Subscription Agreement;

“ TSXV ” has the meaning ascribed to such term on page 1 hereof, being the TSX Venture Exchange;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder;

“ Underwriters ” has the meaning ascribed to such term on page 1 hereof;

“ Underwriters’ Fee ” has the meaning ascribed to such term in Section 9(a) hereof;

“ Underwriters’ Expenses ” has the meaning ascribed to such term in Section 10 hereof;

“ United States ” and “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

The following schedules are annexed to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule “A”– Locked-Up Persons

Schedule “B” – Lock-Up Undertaking

Schedule “C” – Terms and Conditions for United States Offers and Sales

Schedule “D”– Form of Opinion of Counsel to the Corporation

Schedule “E” – Subsidiaries of the Corporation

Schedule “F” – Outstanding Convertible Securities

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TERMS AND CONDITIONS

(a) Sale on Exempt Basis. The Underwriters shall use their best efforts to arrange, severally, and not jointly or jointly and severally, for the sale of the Offered Securities on a “bought deal” basis:

(i) in Canada or the United States on a private placement basis in compliance with Securities Laws, provided that each Underwriter shall ensure that any offers or sales of Shares in the United States will be made only to Qualified Institutional Buyers in compliance with this Agreement and Schedule “C” hereto, which is incorporated into and forms an integral part of this Agreement; and
(ii) in any Offering Jurisdiction outside of Canada or the United States as may be agreed upon between the Corporation and the Underwriters, on a private placement basis in compliance with Securities Laws and provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other jurisdiction.

The Underwriters acknowledge that, subject to the conditions contained in Section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Offered Securities.

(b) Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Offered Securities such that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus or a registration statement in Canada or elsewhere, and the Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by Securities Laws. All fees payable in connection with such filings under Securities Laws shall be at the expense of the Corporation.

(c) No Offering Memorandum. None of the Corporation or the Underwriters shall: (i) provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum or “future-oriented financial information” within the meaning of Securities Laws in Canada; or (ii) other than in compliance with applicable law, engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Securities.

(d) Press Releases. The Corporation agrees that it shall obtain prior approval of the Lead Underwriter as to the content and form of any press release relating to the Offering, such approval not to be unreasonably withheld or delayed. In addition, any press release announcing or otherwise referring to the Offering shall not be distributed to U.S. newswire services or disseminated in the United States and shall include a prominent notation on the top of the first page to the following effect: “ Not for distribution to United States newswire services or for dissemination in the United States” , provided however, that any press release issued announcing the closing of the Offering shall not bear such legend; and, each such press release will include the following (or similar) disclosure:

“The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.”

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(e) Material Changes – The Corporation. Until the earlier of the Closing Time and the termination of this Agreement in accordance with Section 7, the Corporation shall promptly:

(i) notify the Lead Underwriter in writing if the Corporation becomes aware of any material fact not previously disclosed, any material change or change in a material fact (in any case, whether actual, anticipated, or to its knowledge, contemplated or threatened and other than a change of fact relating solely to the Underwriters) or any event or development that would result in a material change or change in a material fact in the business the Corporation, or any other change that is of such a nature as to result in, or that would reasonably be expected to result in, this Agreement containing a misrepresentation, or which would render any of the foregoing to be not in material compliance with any Securities Laws;
(ii) if required to do so, issue or file, promptly and, in any event, within all applicable time limitation periods with the applicable Securities Regulators in Canada, such press release or document as may be required under Securities Laws in Canada and shall comply with all other applicable filing and other requirements under the Securities Laws in Canada; provided, however, that subject to compliance with Securities Laws in Canada, the Corporation shall not file any such new or amended disclosure documentation without first notifying the Lead Underwriter, and shall not issue or file, as applicable, any press release or material change report without first giving the Lead Underwriter an opportunity for review of the proposed forms; and
(iii) in good faith discuss with the Lead Underwriter within a reasonable amount of time any circumstance or event that is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact described in Sections 1(e)(i).

(f) Covenants of the Corporation. The Corporation covenants to the Underwriters and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the transactions contemplated by this Agreement, that the Corporation (including its successors and assigns), will, until the earlier of the Closing Time and the termination of this Agreement in accordance with Section 7:

(i) use commercially reasonable efforts to comply with and satisfy, in all material respects, all terms, conditions and covenants contained in the Offering Documents to be complied with or satisfied by it;
(ii) execute and deliver or file with the Securities Regulators as required all forms, notices and certificates relating to the Offering required to be filed pursuant to Securities Laws in the time required by Securities Laws, including, for greater certainty, all forms, notices and certificates;
(iii) promptly notify the Underwriters of the receipt of any notice by any judicial or regulatory authority or any stock exchange requesting any information, meeting or hearing relating to such entity for the Offering; and
(iv) use commercially reasonable efforts to ensure that the Common Shares of the Corporation are continuously listed and posted for trading on the TSXV.

(g) Standstill – Corporation. None of the Corporation or its successors will, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to, or

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announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible or exchangeable into Common Shares of the Corporation, other than pursuant to (i) the exercise of the Option, (ii) the grant, exercise or vesting of stock options, share units and other similar issuances pursuant to any stock option plan, share unit plan or similar share compensation arrangements in place as at the date hereof, (iii) an arm’s length acquisition, (iv) the exchange, transfer, conversion or exercise of rights of existing outstanding securities or existing commitments for a period commencing on the date hereof and ending on the date that is four months plus one day following the Closing Date (the “ Lock-Up Period ”), without the prior written consent of the Lead Underwriter, such consent not be unreasonably withheld or delayed.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in connection with the transactions contemplated by this Agreement, that:

(a) Authority and Conflict. The Corporation has all necessary corporate power, authority and capacity to enter into the Offering Documents and all other agreements and instruments to be executed by it as contemplated by the Offering Documents, and to perform its obligations thereunder and under such other agreements and instruments. The execution and delivery of the Offering Documents by the Corporation and the completion of the transactions contemplated thereby have been authorized by all necessary corporate action and no other corporate proceedings on the part of the Corporation are necessary to authorize the Offering Documents or the completion of the transactions contemplated thereby. The Offering Documents have been executed and delivered by the Corporation and constitute legal, valid and binding obligations, enforceable the Corporation in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity.
(b) No Violation. The execution and delivery by the Corporation of the Offering Documents (to the extent it is a party) and the performance by the Corporation of its obligations thereunder, and the completion of the transactions contemplated thereby, do not and will not:
(i) result in a violation, contravention or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:
- a. the notice of articles and articles of the Corporation;
- b. any Applicable Law or any rule of the TSXV; or
- c. any Contract to which the Corporation is bound or is subject to or of which the Corporation is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on the Corporation;

(ii) cause any indebtedness owing by the Corporation to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on the Corporation (taken as a whole);

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(iii) result in the imposition of any Encumbrance upon any of the property or assets of the Corporation, or give any person the right to acquire any assets of the Corporation, or restrict, hinder, impair or limit the ability of the Company to conduct its business as it is now being conducted, which would, individually or in the aggregate, have a Material Adverse Effect the Corporation (taken as a whole);
(iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of the Corporation or increase any benefits otherwise payable under any pension or benefits plan of the Corporation or result in the acceleration of the time of payment or vesting of any such benefits; or
(v) result in the revocation, suspension, cancellation, variation or non-renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of any assets of the Corporation.
(c) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority or other person is required to be obtained by any of the Corporation in connection with the execution and delivery of the Offering Documents or the consummation of the transactions contemplated thereby, other than:
(i) the approval of the TSXV;
(ii) the filing of reports required under Securities Laws in Canada within the prescribed time periods, which documents shall be filed as soon as practicable after the Closing Date and, in any event, with such deadline imposed by Securities Laws; and
(iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on the Corporation (taken as a whole).
(d) Waivers and Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under the Offering Documents from other parties to the Material Contracts of the Corporation.
(e) Good Standing and Ownership of Subsidiaries. The Corporation does not have any subsidiaries within the meaning of the Securities Act (British Columbia) other than the Subsidiaries. Each of the Subsidiaries is duly incorporated under the laws of its jurisdiction of incorporation. The Corporation’s direct or indirect percentage ownership of the outstanding shares of the Subsidiaries is accurately disclosed in Schedule “E” hereto, and all such shares are legally and beneficially owned by the Corporation, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, and all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (or the equivalent legal concept in the applicable jurisdiction) and, except as disclosed in Schedule “E” hereto, no Person has any right, agreement or option, present option, for the purchase from the Corporation of any

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interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares.

(f) Litigation. None of the Corporation, its Subsidiaries or its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that would materially impede the consummation of the transactions contemplated by the Offering Documents.
(g) Offered Securities.
(i) The Offered Securities have been duly authorized and reserved for issuance and will be, when issued, validly issued as fully paid and nonassessable Common Shares.
(ii) The Offered Securities will not be subject to a restricted period or to a statutory hold period under Securities Laws in Canada, other than as described in the Subscription Agreements.
(iii) The issuance of the Offered Securities, as applicable, are not subject to, or give rise to, any pre-emptive right or other contractual right to purchase securities granted by the Corporation.
(h) No Broker’s Commission. Other than the Underwriters, the Corporation has not, directly or indirectly, entered into any Contract that would entitle any person to any valid claim against the Underwriters or the Corporation for a broker’s commission, finder’s fee or any like payment in respect of the Offering or any other matter contemplated by this Agreement.
(i) No Bankruptcy. The Corporation or any Subsidiary has not committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;
(j) Outstanding Common Shares. The currently issued and outstanding Common Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened;
(k) Share Certificates. The forms of certificates representing the Common Shares have been approved and adopted by the board of directors of the Corporation and comply with the requirements of the Business Corporations Act (British Columbia) and comply with the requirements of the TSXV and do not conflict with the constating documents of the Corporation;
(l) Financial Statements. The Financial Statements: (i) have been prepared in accordance with the requirements of IFRS consistently applied throughout the periods referred to therein, (ii)

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contain no misrepresentations and present fully, fairly and correctly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and (iv) there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements;

(m) Dividends. During the past three (3) years, the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to do so or otherwise effected any return of capital with respect to such shares;
(n) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto due and payable by the Corporation have been paid; all tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; to the knowledge of the Corporation, other than as disclosed to the Underwriters in writing, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation;
(o) Auditors. The auditors of the Corporation in respect of the audited consolidated financial statements of the Corporation for the fiscal year ended February 28, 2020 and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws;
(p) Reportable Event. There has never been a reportable event (within the meaning of National Instrument 51-102 - Continuous Disclosure) with the present or former auditors of the Corporation;
(q) Internal Accounting Controls. The Corporation maintains a system of internal accounting controls that is customary for comparable companies and sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
(r) Disclosure Controls. The Corporation has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Corporation’s board of directors considers reasonable and appropriate in the Corporation’s circumstances and in accordance with the provisions of IFRS;

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(s) Certifications. The Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings with respect to the Corporation’s annual and interim filings with Canadian securities regulators;
(t) Audit Committee. The audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees;
(u) Convertible Securities. As at the Closing Date, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and other than those securities outstanding as set out in Schedule “F” hereto no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding;
(v) Legal Proceedings. No legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of its property including, without limitation, the Material Properties is subject that would result individually or in the aggregate in a material adverse change in the operation, business or condition of the Corporation, and to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, a Subsidiary or its Material Properties;
(w) Compliance with Applicable Laws. The Corporation and the Subsidiaries have conducted and are conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental antipollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a Material Adverse Effect on the Corporation;
(x) Reporting Issuer. The Corporation is a reporting issuer under the Applicable Securities Laws in each of the provinces of British Columbia and Alberta; the Corporation is not in default in any material respect of any requirement of the Applicable Securities Laws nor is included in a list of defaulting reporting issuers maintained by the Securities Commissions of those provinces. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change;
(y) Binding Obligations. Upon the execution and delivery thereof, each of this Agreement and the Subscription Agreements shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors

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generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

(z) Authorized Capital. The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares, of which, as of the close of business on March 29, 2021, 111,695,319 Common Shares were issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued or outstanding;
(aa) Complete Disclosure. All information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided to the Underwriters, including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Underwriters is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading;
(bb) No Commissions. Except as contemplated hereby (including any Selling Firms retained by the Underwriters) there is no person acting or purporting to act at the request of the Corporation entitled to any brokerage or agency fee in connection with the Offering;
(cc) Filings. All disclosure filings required to be made by the Corporation pursuant to the Applicable Laws have been made and such disclosure and filings were true and accurate as at the respective dates thereof and the Corporation has not filed any confidential material change reports;
(dd) No Legislation. The Corporation is not aware of any legislation, or proposed legislation (published by a legislative body), which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation or any Subsidiary;
(ee) Compliance with Laws. The Corporation and its Subsidiaries is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect to the Corporation;
(ff) No Labour Disruption. There has not been and there is not currently any labour disruption or conflict which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Corporation or any Subsidiary;
(gg) No Indebtedness. None of the Corporation or any Subsidiary have any loans or other indebtedness outstanding which have been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them;
(hh) Insider Interest. Other than as disclosed in the Disclosure Documents, none of the directors, officers or employees of the Corporation, and to the knowledge of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (British Columbia)), has had any material interest, direct or indirect, in any material transaction within the previous one year or any proposed material transaction

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which, as the case may be, materially affected, is material to or will materially affect the Corporation;

(ii) Insurance. The Corporation and its Subsidiaries maintain insurance covering the properties, operations, personnel and businesses of the Corporation and the Subsidiaries as the Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Corporation and the business of the Corporation; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;
(jj) Environmental Laws. The Corporation and the Subsidiaries are in compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “ Environmental Laws ”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “ Hazardous Substances ”) except where such non-compliance would not constitute an adverse material fact in respect of the Corporation or result in a material adverse change to the Corporation;
(kk) Environmental Permits. The Corporation or its Subsidiaries has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “ Environmental Permits ”) necessary as at the date hereof for the operation of the businesses currently carried on by the Corporation and each Environmental Permit is valid, subsisting and in good standing and the Corporation or a Subsidiary is not in material default or breach of any Environmental Permit and, to the knowledge of the Corporation, no proceeding is pending or threatened to revoke or limit any Environmental Permit;
(ll) Hazardous Substances. The Corporation or its Subsidiaries has not used, except in compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
(mm) Environmental Non-Compliance. The Corporation and its Subsidiaries (including, if applicable, any predecessor companies) has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law, and the Corporation and its Subsidiaries (including, if applicable, any predecessor companies) has not settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation, nor has the Corporation received notice of any of the same;
(nn) Environmental Notices. The Corporation or its Subsidiaries has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. The Corporation and its Subsidiaries have not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;

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(oo) Material Properties. The Corporation or a Subsidiary holds either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests or the right to acquire such interests, or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which its properties are located, in respect of any minerals located on the properties in which the Corporation or a Subsidiary has an interest or a right to acquire an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation or a Subsidiary to explore for and exploit the minerals relating thereto, all leases or claims and permits relating to the properties in which the Corporation or a Subsidiary has an interest or right to acquire an interest have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Corporation or a Subsidiary has all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Corporation or a Subsidiary has an interest granting the Corporation or a Subsidiary the right and ability to explore for and exploit minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Corporation, as applicable, with only such exceptions as do not materially interfere with the use made by the Corporation or a Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Corporation or a Subsidiary ; the Corporation or a Subsidiary has no responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as described in the Disclosure Documents;
(pp) No Adverse Claims. The Corporation does not know of any claim or the basis for any claim that might or could adversely affect the right of the Corporation or a Subsidiary to use, transfer or otherwise exploit its property rights, under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with its properties are valid and subsisting and enforceable in accordance with their terms.
(qq) Permits. The Corporation has identified all the material permits, certificates, and approvals (collectively, the “ Permits ”) which are or will be required for the exploration, development and eventual operation of the its properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Corporation or a Subsidiary; and the Corporation does not know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(rr) Properties in Good Standing. All assessments or other work required to be performed in relation to the Corporation’s properties and the mining rights of the Corporation in order to maintain its interests therein, if any, have been performed to date and the Corporation or a Subsidiary has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of its properties that the Corporation intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect;
(ss) No Environmental Assessments. There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or Subsidiary except for ongoing

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assessments conducted by or on behalf of the Corporation or a Subsidiary in the ordinary course;

(tt) No Unlawful Payments. Neither the Corporation or a Subsidiary nor, to the knowledge of the Corporation, any director, officer, agent, employee or other person associated with or acting on behalf of the Corporation or a Subsidiary has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada), or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;
(uu) Intellectual Property. The Corporation or a Subsidiary owns or has the right to use under license, sub-license or otherwise all material intellectual property used by the Corporation or a Subsidiary in its business, including copyrights, industrial designs, trademarks, trade secrets, know-how and proprietary rights, free and clear of any and all encumbrances and, without limiting the generality of the foregoing, the Corporation owns or has the exclusive right to use all databases, geological reports, maps and drill logs identified as having been acquired by the Corporation in the Disclosure Documents;
(vv) No Default. No default exists under and no event has occurred which, after notice or lapse of time or both, or otherwise, constitutes a default under or breach of, by the Corporation or any other person, any material obligation, agreement, covenant or condition contained in any Material Agreement;
(ww) Transfer Agent. Odyssey Trust Company at its principal office in the City of Vancouver, is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares;
(xx) FT Shares. An amount equal to the FT Subscription Amount will be used to incur Qualifying Expenditures on exploration programs of the Corporation and its Subsidiaries on properties located in British Columbia, Canada;
(yy) Hold Period. The Offered Securities will not be subject to a restricted period or statutory hold period under the securities laws of the Canadian Offering Jurisdictions or to any resale restriction under the policies of the Exchange which extends beyond four months and one day after the Closing Date, subject to any restricted imposed by applicable securities laws on the sale of securities by a control person;
(zz) Qualifying Expenditures. The expenses to be renounced by the Corporation to the FT Purchasers (i) will constitute Qualifying Expenditures on the effective date of the renunciation; (ii) will not include an amount that has previously been renounced by the Corporation to a Purchaser or any other person; (iii) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Purchasers;
(aaa) Renunciation. The Corporation has no reason to believe that it will be unable to incur (or be deemed to incur), on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the FT Purchasers effective on or before December 31, 2021, Qualifying Expenditures in an amount equal to the FT Subscription Amount and the

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Corporation has no reason to expect any reduction of such amounts by virtue of subsection 66(12.73) of the Tax Act;

(bbb) Not Prescribed Shares. Except as a result of any Follow-on Transaction or any agreement, arrangement, undertaking or understanding to which the Corporation is not a party, upon issue, the FT Shares and the Charity FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act;
(ccc) Amalgamation. If the Corporation amalgamates with any one or more companies, any shares issued to or held by a FT Purchaser as a replacement for the FT Shares or the Charity FT Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act, as “flow-through shares” as defined in subsection 66(15) of the Tax Act and in particular will not be “prescribed shares” as defined in section 6202.1 of the regulations to the Tax Act;
(ddd) Principal Business Corporation. The Corporation is and will continue to be a “principal business corporation” as defined in Subsection 66(15) of the Tax Act until such time as all of the Qualifying Expenditures required to be renounced under this Agreement and the Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced pursuant to the Tax Act;
(eee) No Default Under Flow-Through Shares. The Corporation has never been in default of any of its legal obligations in respect of any “flow-through share” financings previously undertaken by the Corporation.

The Corporation acknowledges that the Underwriters and each of the Purchasers are relying upon such representations and warranties.

Covenants, Representations and Warranties of the Underwriters. Each of the Underwriters hereby severally, and not jointly or jointly and severally, covenants, represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such covenants, representations and warranties in connection with the completion of the Offering, that:

(a) Securities Laws. It will conduct its activities in connection with arranging for Purchasers of the Offered Securities in compliance with Securities Laws and will cause its U.S. Affiliate (if applicable) and any Selling Firm retained by the Underwriters to conduct its activities in connection with arranging for Purchasers of the Shares in compliance with Securities Laws;
(b) U.S. Sales. It makes the representations, warranties and covenants applicable to it in Schedule “C” and any offer to sell and sale of Shares in the United States will be conducted in accordance with this Agreement and Schedule “C” hereto;
(c) Incorporation. It is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement and is duly licensed and registered in accordance with Securities Laws;

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(d) Duly Registered. It, and each person appointed by it as its agent to assist in the Offering, is registered under Securities Laws so as to permit it to lawfully fulfil its obligations hereunder;
(e) No Directed Selling Efforts. It and its respective representatives have not engaged in or authorized, and will not engage in or authorize any Directed Selling Efforts with respect to the offer and sale of the Offered Securities, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in the United States in connection with or in respect of the Subscription Receipts;
(f) No Unlawful Sale. It will not solicit subscriptions for Offered Securities, trade in Offered Securities or otherwise do any act in furtherance of a trade of Offered Securities in any Offering Jurisdiction outside of Canada or the United States except in compliance with the Securities Laws of any such jurisdiction and provided that the Underwriters may only solicit, trade or act within such jurisdiction if such solicitation, trade or act does not: (A) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities (including the distribution of the Offered Securities); (B) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (C) subject the Corporation to any reporting, continuous disclosure or other similar requirement in such jurisdiction; and
(g) Subscription Agreements. It will obtain from each Purchaser an executed Subscription Agreement (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Securities Laws or required by the Corporation.

Purchasers as Beneficiaries of Representations, Warranties and Covenants. The Corporation agrees that the Purchasers shall have the benefit of the representations, warranties and covenants (except for those covenants in this Agreement relating solely to the payment of the Underwriters’ Fee and Underwriters’ Expenses and to the indemnification of the Underwriters and each of the other Indemnified Parties (as defined herein)) made by it to the Underwriters, as if each Purchaser was a party to this Agreement and a direct beneficiary of each such provision (it being agreed that the Underwriters are acting for and on behalf of the Purchasers for this purpose).

Closing Deliveries. The purchase and sale of the Offered Securities shall be completed at the Closing Time at the offices of Cassels Brock & Blackwell LLP, in Vancouver, British Columbia or at such other place as the Lead Underwriter and the Corporation may agree upon in writing. At the Closing Time, the Corporation shall, subject to the provisions of Section 6, issue the Offered Securities by way of book-entry securities in accordance with the “non-certificated inventory” rules and procedures of CDS, and shall direct CDS to credit the Offered Securities to the accounts of participants of CDS as designated by the Lead Underwriter, against payment to the Corporation by the Lead Underwriter of the aggregate Issue Price therefor, in lawful money of Canada by electronic money transfer; provided that, at the request of the Lead Underwriter, the Corporation shall cause the Transfer Agent to deliver physical certificates to such Purchasers as the Lead Underwriter may direct. The Underwriters and the Corporation may discharge their payment obligations under this section by delivery of certified cheques or bank drafts or by electronic money transfer equal to the aggregate Issue Price for the Offered Securities.

Closing Conditions. The obligation of the Underwriters to purchase and/or each Purchaser’s obligation to purchase the Offered Securities shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

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General

(a) all necessary regulatory approvals to complete the Offering have been obtained, including that of the TSXV;
(b) the Underwriters not having terminated this Agreement for any reason set forth in Section 7 hereof;

The Corporation

(c) the Underwriters shall have received a certificate dated the Closing Date from the Corporation, signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers as the Lead Underwriter may agree, certifying for and on behalf of the Corporation, that:
(i) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects as at the Closing Time, with the same force and effect as if made on and as at the Closing Time; and
(ii) the Corporation has complied in all material respects with all the covenants and satisfied in all respects all covenants, the terms and conditions of the Offering Documents on its part to be complied with and satisfied at or prior to the Closing Time;
(d) the Underwriters shall have received a certificate dated the Closing Date from the Corporation, signed by the Chief Executive Officer or the Chief Financial Officer of the Corporation, with respect to the notice of articles, articles and other constating documents of the Corporation, all resolutions of the Corporation’s board of directors, as the case may be, relating to the Offering Documents, and the incumbency and specimen signatures of signing officers of the Corporation;
(e) the Underwriters shall have received certificates of compliance (or equivalent) with respect to the jurisdictions in which the Corporation and its Subsidiaries are in existence;
(f) the Offering Documents shall have been executed and delivered by the Corporation, as applicable, in form and substance satisfactory to the Underwriters, acting reasonably;
(g) the Underwriters shall have received legal opinions addressed to the Underwriters and the Purchasers, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from counsel to the Corporation which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the matters set forth in Schedule “D”;
(h) if any Shares are being sold to persons in the United States pursuant to this Agreement and Schedule “C” hereto, the Underwriters shall have received an opinion from, U.S. legal counsel to the Corporation, in form and substance reasonably satisfactory to the Underwriters, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Shares provided that such offers and sales are made in compliance with Schedule “C” to this Agreement; it being understood that no opinion is expressed as to any subsequent resale of any Shares;

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(i) the Lock-Up Undertakings shall have been executed and delivered, in form and substance satisfactory to the Underwriters, acting reasonably;
(j) the Underwriters shall have received such further certificates, documents, opinions and other information as is customary for transactions of this nature or as the Underwriters may have reasonably requested.

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Rights of Termination. If at any time before the Closing Time:

(a) there is any inquiry, action, suit, investigation or other proceeding (whether formal or informal) instituted, announced or threatened or any order is issued by any Governmental Authority, including the TSXV, or otherwise in respect of the Corporation or any of its directors and officers (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Underwriters); or any change of law, or the interpretation or administration thereof; or any order to cease trading (including communication with persons in order to obtain expression of interest) in the securities of the Corporation is made by a Governmental Authority and that order is still in effect, which in the sole opinion of the Underwriters, acting reasonably, adversely and materially affects or may adversely and materially affect the Corporation, or the market price or value or marketability of the Offered Securities;
(b) there is, in the opinion of the Underwriters, acting reasonably, a material change or a change in any material fact or a new material fact shall arise which would be expected to have an adverse change or effect on the business, affairs, prospectus or financial condition of the Corporation, or on the market price or the value of the Offered Securities;
(c) there should develop, occur or come into effect any event, action, state, condition or major financial occurrence of national or international consequence, including without limitation, COVID-19, to the extent that there is any material adverse development related thereto after March 8, 2021, or similar event or the escalation thereof, accident, act of terrorism, public protest, governmental law or regulation which in the sole opinion of the Underwriters, acting reasonably, adversely and materially affects or may adversely and materially affect the financial markets or the business affair’s prospects or financial condition of the Corporation or the market price or value or marketability of the Offered Securities;
(d) the Corporation is in breach of a term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false, which in the sole opinion of the Underwriters, acting reasonably, adversely and materially affects or may adversely and materially affect the Corporation, or the market price or value or marketability of the Offered Securities; or
(e) the Corporation receives notice from the TSXV that the Offered Securities shall not be accepted for listing on the TSXV;

the obligation of the Underwriters contained in this Agreement may be terminated by the Underwriters (or any of them) in their sole discretion.

Any termination pursuant to the foregoing provisions shall be effected by notice in writing delivered by the Lead Underwriter on behalf of the Underwriters to the Corporation at its address as herein set out. Notwithstanding the giving of any notice of termination hereunder the expenses agreed to be paid by the

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Corporation shall be paid by the Corporation as herein provided and the obligations of the Corporation under Sections 10, 11, and 12 shall survive;.

In the event of a termination pursuant to and in accordance with the provisions hereof and notice having been given, as aforesaid, there will be no further liability on the part of the Underwriters or the Corporation under this Agreement, except in respect of any liability which may have arisen or may thereafter arise pursuant to Sections 10, 11 and 12. The rights of the Underwriters to terminate their obligations hereunder are in addition to, and without prejudice to, any other remedies they may have.

The Corporation agrees that the conditions contained in Section 6 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation, and the Corporation will use its commercially reasonable efforts to cause all such conditions to be complied with. Any material breach or failure to comply with any of the conditions set out in Section 6 shall entitle the Underwriters (or any one of them) to terminate their obligation under this Agreement by written notice to that effect given to the Corporation or prior to the Closing Time. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension much be in writing and signed by the Lead Underwriter.

Exercise of Termination Right. The rights of termination contained in Section 7 may be exercised by the Lead Underwriter, or, where specified, any Underwriter acting alone and are in addition to any other rights or remedies the Underwriters or any of them may have in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination shall not discharge or otherwise affect any obligation or liability of the Corporation provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. If the obligations of Underwriters are terminated under this Agreement pursuant to the termination rights provided for in Section 7, the liabilities of the Corporation to that Underwriter shall be limited to such party’s obligations under the indemnity, contribution and expense provisions of this Agreement.

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Underwriters’ Fee.

(a) As consideration for the Underwriters’ services in connection with the issue and sale of the Offered Securities under the terms of this Agreement, the Corporation agrees to pay to the Underwriters a cash fee equal to the aggregate of 6% of the gross proceeds from the sale of the Offered Securities (the “ Underwriters’ Fee ”). The Underwriters’ Fee will be payable to the Underwriters on the Closing Date, by the Lead Underwriter deducting such amount from the aggregate proceeds to be paid to the Corporation pursuant to Section 5 of this Agreement.

(b) If the Corporation agrees to pay a commission or fee to anyone other than pursuant to this Agreement (including any other financial advisor), such commission or fee shall be for such party’s account and shall not reduce the amount payable to the Underwriters under this Agreement.

Expenses. Whether or not the Offering shall be completed, all expenses of or incidental to the Offering shall be paid by the Corporation including, without limitation: (i) listing fees, expenses payable in connection with the distribution of the Offered Securities; (ii) the fees and disbursements of counsel for the Corporation and the fees and disbursements of local counsel to the Corporation, as applicable; (iii) the fees and expenses of the Corporation’s auditors; (iv) the fees and expenses of technical or other consultants; (v) all costs and reasonable out-of-pocket expenses relating to the marketing of the Offered Securities (including without limitation, relating to roadshows and other information meetings); and (vi) the legal fees (up to $50,000), plus disbursements of the Underwriters’ legal counsel and all applicable taxes on any of

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the foregoing ((v) and (vi), collectively, the “ Underwriters’ Expenses ”). The Underwriters shall provide the Corporation with an estimate of the Underwriters’ Expenses therefor not less than two (2) Business Days prior to the Closing Date. On the Closing Date, the Underwriters’ Expenses shall be paid by the Lead Underwriter deducting such amount from the aggregate proceeds to be paid to the Corporation pursuant to Section 5 of this Agreement.

Survival. All terms, warranties, representations, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement shall survive the issue and sale of the Offered Securities and continue in full force and effect for the benefit of the Underwriters, the Purchasers, and the Corporation, as applicable, regardless of the Closing and of any investigations carried out by the Underwriters or on their behalf and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the issue and sale of the Offered Securities or otherwise for a period ending on the date that is eighteen (18) months following the Closing Date; provided that the provisions contained in this Agreement in any way related to indemnification or the contribution obligations, including those contained in Section 12 shall survive and continue in full force and effect, indefinitely. In this regard, the Underwriters shall act as trustees for the Purchasers and accept these trusts and shall hold and enforce such rights on behalf of the Purchasers.

Indemnity by the Corporation. The Corporation agrees to indemnify and hold harmless the Underwriters, each of their subsidiaries and affiliates and each of their directors, officers, employees, partners, agents, shareholders, each other person, if any, controlling an Underwriter, or any of its subsidiaries and affiliates (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”), from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel but not including any amount for lost profits (collectively, the “ Losses ”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the “ Claims ”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, this Agreement and the Offering, including as a result of any breach of a representation, warranty or covenant of this Agreement by the Corporation or as a result of any breach of Securities Laws or other Applicable Laws, whether arising from actions occurring before or after the execution of this Agreement. The Corporation agrees to waive any right that it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable has determined that such Losses have resulted solely from the negligence, fraud or willful misconduct of the Indemnified Party, whether arising from actions occurring before or after the execution of this Agreement. The foregoing indemnity also shall not apply to any person who is a FT Purchaser.

The Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on behalf of or in right of the Corporation for or in connection with this Agreement or the Offering, whether arising from actions occurring before or after the execution of this Agreement, except to the extent that any Losses incurred by the Corporation are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the negligence, fraud or willful misconduct of the Indemnified Party or a breach of this Agreement by the Indemnified Party.

Promptly after receiving notice of a Claim against any Underwriters or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any

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matter in respect of which indemnification may be sought from the Corporation, any Underwriters or any such other Indemnified Party will notify the Corporation in writing of the particulars thereof, provided that the omission to so notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to any Underwriters or any other Indemnified Party unless (and only to the extent that) such failure materially prejudices the defense of such Claim or results in any material increase in the liability which the Corporation has under the indemnity.

The Corporation may at its election and at its own expense, assume the defense of any action, suit, proceeding or claim in respect of which indemnity may be sought hereunder. If the Corporation undertakes, conducts or controls the settlement or defense of the Claim, an Indemnified Party may retain counsel of its own choice to separately represent it in the defense of a Claim, which shall be at the sole expense of the Corporation if: (i) the Corporation does not promptly assume the defense of the Claim after receiving actual notice of the Claim (as set forth above); (ii) the Corporation agrees to separate representation; or (iii) such Indemnified Party is advised by counsel in writing that there is an actual or potential conflict in the respective interests of the Corporation and those of such Indemnified Party or additional defenses are available to such Indemnified Party such that representation by the same counsel would be inappropriate; provided, however, that the Corporation shall not, in connection with any one such action, suit, proceeding or claim, or separate but substantially similar actions, suits, proceedings or claims arising out of the same general allegations, be liable for the fees and expenses of more than one separate law firm at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action, suit, proceeding or claim. The Corporation also agrees to reimburse each Underwriter for the time spent by its personnel in connection with any Claim at their normal per diem rates.

No admission of liability, fault, culpability or failure to act and no settlement of any claim, action, suit or proceeding shall be made without the consent of each Indemnified Party affected, such consent not to be unreasonably withheld unless such admission or settlement includes an unconditional and full release of the Indemnified Party from all liability arising out of such claim, action, suit or proceeding. The Corporation shall not be liable for any settlement of any claim, action, suit or proceeding made without the consent of the Corporation (such consent not to be unreasonably withheld in connection with any settlement involving only the payment of monetary damages).

If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to the Underwriters or any other Indemnified Party or insufficient to hold the Underwriters or any other Indemnified Party harmless in respect of a Claim, the Corporation shall contribute to the amount paid or payable by the Underwriters or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Underwriters or any other Indemnified Party on the other hand but also the relative fault of the Corporation, the Underwriters and any other Indemnified Party as well as any relevant equitable considerations; provided, however, that no party who has engaged in any negligence, fraud or willful misconduct shall be entitled to claim contribution from any person who has not engaged in such negligence, fraud or willful misconduct. Notwithstanding the foregoing, the Corporation shall in any event contribute to the amount paid or payable by the Underwriters or any other Indemnified Party as a result of such Claim any excess of such amount over the Underwriters’ Fee received by the Underwriters under this Agreement.

The Corporation hereby constitutes the Lead Underwriter as trustee for each of the other Indemnified Parties of the covenants of the Corporation under this indemnity with respect to those persons and the Lead Underwriter agrees to accept that trust and to hold and enforce those covenants on behalf of those persons.

The obligations of the Corporation hereunder are in addition to any liabilities which the Corporation may otherwise have to the Underwriters or any other Indemnified Party.

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Underwriters’ Obligations. Subject to the terms and conditions hereof, the obligation of the Underwriters under this Agreement shall be several and not joint and several, and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages (“ Relevant Proportions ”):

PI Financial Corp. Clarus Securities Inc. Haywood Securities Inc. Sprott Capital Partners LP Agentis Capital Markets Canada Limited Partnership Cormark Securities Inc. Velocity Trade Capital Total	40.0% 20.0% 20.0% 7.5% 5.0% 5.0% 2.5%
	100.0%

If any Underwriter (a “ Refusing Underwriter ”) shall not complete the purchase and sale of the Offered Securities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “ Continuing Underwriters ”) shall be entitled, at their option, to purchase all but not less than all of the Offered Securities which would otherwise have been purchased by Refusing Underwriter. If the Continuing Underwriters do not elect to purchase the balance of the Offered Securities pursuant to the foregoing:

(a) the Continuing Underwriters shall not be obliged to purchase any of the Offered Securities that any Refusing Underwriter is obligated to purchase; and

(b) the Corporation shall not be obliged to sell less than all of the Offered Securities,

and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of Section 11. Notwithstanding the foregoing, the Refusing Underwriters shall not be entitled to the benefit of the provisions of Section 11 following such termination.

Underwriters’ Authority. The Corporation shall be entitled to and shall act on any notice, request, direction and other communication given or agreement entered into by or on behalf of the Underwriters by the Lead Underwriter who shall represent the Underwriters and have authority to bind the Underwriters hereunder, except for any matters pursuant to Section 12.

Advertisements. The Corporation acknowledges that the Underwriters shall have the right, subject always to Sections 1(a), 1(c), 1(d), and 3(e) of this Agreement and to prior approval by the Corporation, at its own expense, to place such advertisement or advertisements relating to the sale of the Offered Securities contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by Applicable Laws. The Corporation and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of Securities Laws.

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Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:

(a) If to the Corporation to:

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With a copy (for information purposes only and not constituting notice) to:

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(b) If to the Underwriters, to the Lead Underwriter as follows:

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with a copy (which shall not constitute notice) to:

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or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by email transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

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Time of the Essence. Time shall, in all respects, be of the essence hereof.

Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada, unless indicated otherwise.

Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

Entire Agreement. This Agreement constitutes the only agreement among the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The Corporation and the Underwriters irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.

Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, the Underwriters and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, this Agreement shall not be assignable by any party without the written consent of the others.

Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

Absence of Fiduciary Relationship. The Corporation acknowledges and agrees that: (a) the Underwriters have not assumed and will not assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Underwriters have no obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

Authority of the Lead Underwriter. The Lead Underwriter is hereby authorized by the Underwriters to act on their behalf and the Corporation shall be entitled to and shall act on any notice given in accordance with this Agreement or any agreement entered into or approval given by or on behalf of the Underwriters by the Lead Underwriter, except in respect of any consent to a settlement pursuant to Section 12, which consent shall be given by the Indemnified Party, a notice of termination pursuant to

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Section 7 or 8, which notice may be given by any of the Underwriters, which shall be exercised by all the non-defaulting Underwriters.

Underwriters’ Activities. The Corporation acknowledges that the Underwriters and their affiliates carry on a range of businesses, including providing institutional and retail brokerage, investment advisory, research, investment management, securities lending and custodial services to clients and trading in financial products as agent or principal. It is possible that the Underwriters and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Corporation agrees that these divisions and entities may hold such positions and effect such transactions without regard to the Corporation’s interest under this Agreement.

Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

Counterparts and Facsimile. This Agreement may be executed in any number of counterparts and delivered by email, facsimile or other electronic means, each of which so executed and delivered shall constitute an original and all of which taken together shall form one and the same agreement.

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If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

Yours very truly,

PI FINANCIAL CORP. CLARUS SECURITIES INC. “ ” /s/ "Robert Orviss" Per: /s/ Dan Barnholden Per: Authorized Signatory Authorized Signatory HAYWOOD SECURITIES INC. SPROTT CAPITAL PARTNERS LP Per: /s/ “Kevin Campbell" Per: /s/ "David Wargo" Authorized Signatory Authorized Signatory AGENTIS CAPITAL MARKETS CORMARK SECURITIES INC. CANADA LIMITED PARTNERSHIP Per: Per: /s/ “Kevin Carter” /s/ "Scott Speed" Authorized Signatory Authorized Signatory Per: /s/ "Robert Van Belle" Authorized Signatory

VELOCITY TRADE CAPITAL

Per: /s/ “Simon Grayson” Authorized Signatory

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The foregoing is hereby accepted on the terms and conditions herein set forth.

Per: /s/ “Peter Bell” Authorized Signatory

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Schedule “A”

LOCKED-UP PERSONS

Mark O’Dea
David Moore
Lewis Lawrick
Teodora Dechev
Sean Tetzlaff
Richard Bailes
Lauren McDougall
Ian Neill
Peter Bell

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Schedule “B”

LOCK-UP UNDERTAKING

March 31, 2021

TO: PI Financial Corp. Clarus Securities Inc. Haywood Securities Inc. Sprott Capital Partners Agentis Capital Markets Canada Limited Partnership Cormark Securities Inc. Velocity Trade Capital (collectively, the “ Underwriters ”) AND TO: NorthWest Copper Corp.

Re: NorthWest Copper Corp.

Dear Sirs:

The undersigned understands that the Underwriters have entered into an underwriting agreement dated March 31, 2021 (the “ Underwriting Agreement ”) with NorthWest Copper Corp. (the “ Company ”) providing for a bought deal private placement offering (the “ Offering ”) of common shares and flowthrough shares of the Company. Initially capitalized terms not otherwise defined herein shall have the meaning given to them, respectively, in the Underwriting Agreement.

In consideration of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and ending on the day that is four months plus one day following the Closing Date (the “ Lock-Up Period ”), the undersigned will not, directly or indirectly, offer, sell, dispose of (or announce any intention to do so) or otherwise monetize the economic value of any common shares of the Company, or securities exchangeable or convertible or exchangeable into common shares of the Company held by the undersigned (collectively, the “ Lock-Up Securities ”), for a period beginning on the date hereof and continuing for a period of four months plus one day from the Closing Date without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld or delayed.

Notwithstanding anything to the contrary herein or in the Underwriting Agreement, the restrictions in the prior paragraph shall not apply to:

any transfer or other disposition of Lock-Up Securities (i) to the spouse, domestic partner, parent, sibling, child or grandchild (each, an “immediate family member”) of the undersigned or to a trust formed for the benefit of the undersigned or of an immediate family member of the undersigned or (ii) as a bona fide gift or by will or intestacy or other testamentary document or applicable laws of descent; provided that each transferee in the case of each of clauses (i) and (ii) shall sign and deliver a lock-up agreement substantially in the form of this agreement prior to or upon such transfer;
transfers to any nominee or custodian where there is no change in beneficial ownership for bona fide tax planning purposes including, but not limited to, transfers to a registered retirement savings plan or

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a tax-free savings account or to an affiliate where the Locked-Up Securities are still subject to and governed by this agreement.

any exercise of options or warrants to purchase common shares of the Company or securities convertible into or exchangeable for common shares of the Company or the conversion or exchange of any security or instrument held by the undersigned into or for common shares of the Company; provided that any such common shares of the Company received pursuant to any such exercise, exchange or conversion shall be subject to the terms of this agreement;
any transfer or other disposition of Lock-Up Securities by operation of law, including pursuant to a qualified domestic order or in connection with a divorce settlement; or
any transfer or other disposition of Lock-Up Securities pursuant to a bona fide third party tender offer, take-over bid, insider bid, issuer bid, merger, arrangement, amalgamation, business combination, consolidation or other similar transaction.

The undersigned understands that the Company and the Underwriters are relying upon this lock-up agreement in proceeding toward consummation of the Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, successors and assigns, and shall enure to the benefit of the Company, the Underwriters and their legal representatives, successors and assigns.

The undersigned hereby represents and warrants that he or she has full power and authority to enter into this agreement, and that he or she will do all such acts and take all such steps as reasonably required in order to fully perform and carry out the provisions of this agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned.

This lock-up agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

This lock-up agreement may be executed by counterpart signatures (including counterparts by facsimile or other means of each electronic transmission) each of which shall be effective as original signatures.

Yours truly,

NAME OF SECURITYHOLDER:

(Name)

(Signature)

(Signature of Witness)

Number and type of securities of the Company subject to this lock-up agreement:

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PI Financial Corp. hereby acknowledges this lock-up agreement, on behalf of the Underwriters, this _ day of ______, 2021.

PI FINANCIAL CORP.

Per:

Authorized Signing Officer

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Schedule “C”

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

Capitalized terms used in this Schedule “C” and not defined herein shall have the meanings ascribed thereto in the underwriting agreement to which this Schedule “C” is annexed (the “ Underwriting Agreement ”) and the following terms shall have the meanings indicated:

“ Foreign Issuer ” means a “foreign issuer” as that term is defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “C”, it means any issuer that is (a) the government of any country, or of any political subdivision of a country, other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50% of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or majority of directors are United States citizens or residents, (ii) more than 50% of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

“ Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

“ SEC ” means the United States Securities and Exchange Commission;

“ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Regulation S;

“ U.S. Affiliate ” means the registered United States broker-dealer affiliate of each Underwriter;

“ U.S. Exchange Act ” means the Securities Exchange Act of 1934 , as amended; and

A. Representations, Warranties and Covenants of the Underwriters

Each Underwriter and each U.S. Affiliate acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Securities may not be offered or sold in the United States except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter (on behalf of itself and its U.S. Affiliate) represents, warrants and covenants, severally and not jointly, to the Corporation as of the date hereof and the Closing Date, that:

It, its affiliates and any person acting on its or their behalf has not offered or sold, and will not offer or sell, any of the (a) Offered Securities except in an Offshore Transactions in compliance with Rule 903 of Regulation S, or (b) Shares in the United States except as provided in Sections 2 through 16 below. Accordingly, none of the Underwriter, its U.S. Affiliate or any persons acting on its or their behalf (other than the Corporation, its respective affiliates or any person acting on its

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or their behalf, in respect of which no representation is made) has made or will make (except as permitted in Sections 2 through 16 below) (i) any offer to sell, or any solicitation of an offer to buy, any Shares in the United States, (ii) any sale of the Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person or the Underwriter reasonably believed that such purchaser was outside the United States and not a U.S. Person, or (iii) any Directed Selling Efforts with respect to the Offered Securities.

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Shares within the United States except with its U.S. Affiliate, any selling group members or with the prior written consent of the Corporation. It shall require each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use commercially reasonable efforts to ensure such selling group member complies with, the same provisions of this Schedule “C” as applicable to the Underwriter, as if such provisions applied to such selling group member.
All offers and sales of Shares in the United States by it shall be made through its U.S. Affiliate in accordance with all applicable United States federal or state securities laws governing the registration and conduct of brokers-dealers. Such U.S. Affiliate has been and will be, on the date of each offer or sale of Shares in the United States, (i) duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state’s registration requirements) and (ii) a member in good standing with Financial Industry Regulatory Authority, Inc.
It and its affiliates have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Any offer, sale or solicitation of an offer to buy Shares that have been made or will be made in the United States by it will be made only to Qualified Institutional to which the Underwriter or their respective U.S. Affiliate had a pre-existing relationship and have reasonable grounds to believe and will believe are Qualified Institutional Buyers.
Prior to it soliciting such offerees and prior to the completion of any sale of the Shares by it in the United States each such purchaser, or any person that is purchasing such securities for the account or benefit of a person in the United States, will be required to execute and deliver a Subscription Agreement and any applicable schedules thereto.
Any offer, sale or solicitation of an offer to buy Shares that have been made or will be made by it in the United States were or will be made only to Qualified Institutional Buyers pursuant to Rule 144A.
At the Closing Time, it, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “C”, relating to the manner of the offer and sale of the Shares in the United States or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold the Shares in the United States.
At least one Business Day prior to the Closing Time, it will provide the Corporation with a list of all purchasers of the Shares in the United States.

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Neither it nor its U.S. Affiliate has taken any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Shares.
It shall inform (and shall cause its U.S. Affiliate to inform) any purchaser who is (A) a Qualified Institutional Buyer that (i) the Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, (ii) the Shares are being sold to it without registration under the U.S. Securities Act in reliance on Rule 144A and in reliance upon similar exemptions under applicable state securities laws, and (iii) the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and can only be offered, sold, pledged or otherwise transferred, directly or indirectly, to (a) the Corporation or (b) outside the United States in accordance with Rule 904 of Regulation S and in compliance with local laws and regulations.
Its U.S. Affiliate selling the Shares in the United States is a Qualified Institutional Buyer.

B. Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Underwriters, as of the date hereof and the Closing Date, that:

The Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Offered Securities.
Except with respect to offers and sales in accordance with this Schedule “C”, none of the Corporation, its affiliates, or any person acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, their respective affiliates or any person acting on its or their behalf, in respect of which no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Shares in the United States; or (B) any sale of the Shares unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States and U.S. Person.
During the period in which the Offered Securities are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, their respective affiliates or any person acting on its or their behalf, in respect of which no representation is made) has engaged in or will engage in any Directed Selling Efforts with respect to the Offered Securities or has taken or will take any action that would cause the exemption afforded by Rule 144A or the exclusion afforded by Rule 903 Regulation S to be unavailable for offers and sales of the Offered Securities pursuant to the Agreement, including this Schedule “C”.
None of the Corporation, its affiliates or any person acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, their respective affiliates or any person acting on its or their behalf, in respect of which no representation is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Since the date that is six months prior to the date hereof and until six months following the date hereof, the Corporation has not sold, offered for sale or solicited any offer to buy, and it will not sell, offer for sale or solicit any offer to buy, any of its securities in a manner that would be integrated with the offer and sale of the Shares and would cause the exemption from registration

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set forth in Rule 506(b) of Regulation D under the U.S. Securities Act to become unavailable with respect to the offer and sale of the Shares.

The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable “blue sky” laws in connection with the offer and sale of the Shares, including the filing of a notice on Form D with the SEC.
Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
None of the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
The Corporation is not, and as a result of the sale of the Offered Securities contemplated hereby will not be, registered or required to be registered as an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended, under such Act.
The Corporation has not taken any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Shares.
The Shares satisfy the requirements set out in Rule 144A(d)(3) under the U.S. Securities Act.
For so long as any Shares which have been sold in the United States in reliance upon the exemptions provided by Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Corporation is neither (i) subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, nor (ii) exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will furnish to any holder of the Shares which have been sold in reliance upon Rule 144A and any prospective purchaser thereto designated by such holder in the United States, upon request of such holder or prospective purchaser, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of the Shares or Unit Securities to effect resales under Rule 144A).

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LEGAL*51817821.1

EXHIBIT 1 TO SCHEDULE “C” FORM OF UNDERWRITERS’ CERTIFICATE

In connection with the offer and sale of the subscription receipts (the “ Offered Securities ”) of NorthWest Copper Corp. (the “ Corporation ”) to one or more Qualified Institutional Buyers pursuant to the Underwriting Agreement made on March 31, 2021 among PI Financial Corp., Clarus Securities Inc., Haywood Securities Inc., Sprott Capital Partners, Agentis Capital Markets Canada Limited Partnership, Cormark Securities Inc., and Velocity Trade Capital (together, the “ Underwriters ”), and the Corporation., the undersigned Underwriter, [ NAME OF UNDERWRITER ], and [ NAME OF U.S. BROKERDEALER AFFILIATE OF Underwriter ], its U.S. Affiliate (as defined in Schedule “C”, do each hereby certify that:

(a) the U.S. Affiliate is on the date hereof, and was at the time of each offer and sale of the Shares made by it, a duly registered broker-dealer with the SEC, and was at such times and is on the date hereof a member of, and in good standing with, Financial Industry Regulatory Authority Inc., and all offers and sales of Shares in the United States have been effected by the U.S. Affiliate in accordance with all applicable U.S. broker-dealer requirements and all applicable laws and regulations governing the registration and conduct of broker-dealers;
(b) neither we nor our representatives have (i) utilized any form of General Solicitation or General Advertising, in connection with the offer and sale of the Shares in the United States or (ii) offered to sell any of the Shares in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(c) at the time of each offer and sale of Shares, we had a pre-existing relationship with and reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer acquiring the Offered Securities for its own account or for the account of one or more Qualified Institutional Buyers with respect to which such offeree exercises sole investment discretion and, on the date hereof, we continue to believe that each purchaser of the Shares is a Qualified Institutional Buyer;
(d) prior to any sale of the Shares in the United States, we caused each Purchaser who is a Qualified Institutional Buyer to execute and deliver to us a Qualified Institutional Buyer Investment Letter in the form appended to the Subscription Agreement;
(e) all purchasers of the Shares in the United States or who were offered Shares in the United States have been informed that the Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such Purchasers without registration in reliance on available exemptions from the registration requirements of the U.S. Securities Act;
(f) neither we nor any of our affiliates have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Shares; and
(g) the offering of the Shares in the United States has been conducted by us in accordance with the Underwriting Agreement, including Schedule “C” thereto.

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LEGAL*51817821.1

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule “C” thereto), unless otherwise defined herein.

Dated this _ day of _, 20___.

[ NAME OF UNDERWRITER ] [ NAME OF U.S. AFFILIATE ]

By: By: Name: Name: Title: Title:

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LEGAL*51817821.1

Schedule “D”

FORM OF OPINION OF COUNSEL TO THE CORPORATION

The Corporation is a valid and existing company under the laws of the Province of British Columbia and is, with respect to the filing of annual reports, in good standing as of this date.
The Corporation has all necessary corporate power and capacity to carry on its business as now conducted and proposed to be conducted, and to own, lease and operate its assets.
The Corporation to the extent it is a party, has all necessary corporate power and capacity to execute and deliver and to perform its obligations under the Offering Documents.
The authorized capital of the Corporation consists of an unlimited number of common shares of which, as at March 28, 2021,  are issued and outstanding as non-assessable shares.
Tsayta Resources Corporation is a valid and existing company under the laws of the Province of British Columbia and is, with respect to the filing of annual reports, in good standing as of this date.
The authorized capital of Tsayta Resources Corporation consists of an unlimited number common shares, of which, as at March 28, 2021,  are issued and outstanding as non-assessable shares. Sun Metals Corp. is the registered holder of 100% of the outstanding shares of Tsayta Resources Corporation.
Sun Metals Corp. is a valid and existing company under the laws of the Province of British Columbia and its, with respect to the filing of annual reports, in good standing as of this date.
The authorized capital of Sun Metals Corp. consists of an unlimited number of common shares, of which, as at March 28, 2021,  are issued and outstanding as non-assessable shares. The Corporation is the registered holder of 100% o the outstanding shares of Sun Metals Corp.
Kwanika Copper Corp. is a valid and existing company under the laws of the Province of British Columbia and is, with respect to the filing of annual reports, in good standing as of this date.
Kwanika Copper Corp.’s authorized capital consists of an unlimited number of common shares with par value, of which  shares are issued and outstanding as non-assessable shares. The Corporation is the registered holder of 66.67% of the outstanding shares of Kwanika Copper Corp.
The Corporation is a reporting issuer under the Securities Law of the Province of British Columbia and Alberta and is not on the list of defaulting issuers maintained under such legislation.
The execution and delivery by each the Corporation of the Offering Documents and the performance by it of its obligations thereunder have been duly authorized by all necessary corporate action on its part.
The Corporation has duly executed and delivered each of the Offering Documents.

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LEGAL*51817821.1

Each of the Offering Documents constitutes a legal, valid and binding obligation of the Corporation, to the extent it is a party, enforceable against the Corporation, as applicable, in accordance with its terms.
The execution and delivery by the Corporation, of each of the Offering Documents, and the performance by it of its obligations thereunder, do not breach any provisions of, or constitute a default under: (a) its constating documents; (b) any Applicable Law; or (c) to the best of our knowledge, any judgment, order, decree of any court, agency, board, tribunal, arbitrator or other Governmental Authority to which it is subject.
All necessary corporate actions have been taken by the Corporation to authorize the reservation, and issuance of the Offered Securities and, upon issuance of the Offered Securities, the Offered Securities will be validly issued as fully paid and non-assessable common shares in the capital of the Corporation.
The offering, sale and issuance of the Offered Securities through the Underwriters are exempt from the prospectus requirements of Securities Laws in Canada, and the Corporation is not subject to the registration requirements of Securities Laws in Canada, and the only filing, proceeding, approval, permit, consent or authorization required to be made, taken or obtained under Securities Laws of Canada is the filing with the applicable provincial securities regulatory authorities within the prescribed time periods, of a report in Form 45-106F1 as prescribed by National Instrument 45106, prepared and executed in accordance with applicable Securities Laws, together with the requisite filling fees.
The first trade of the Offered Securities by a Purchaser to whom the applicable Securities Law apply will be a distribution or otherwise subject to the prospectus requirements of the applicable Securities Laws unless:
(a) at the time of the trade, the Corporation is and has been a "reporting issuer", as defined in applicable Securities Laws, in a province or territory of Canada for the four months immediately preceding the trade;
(b) at the time of the trade, at least four months have elapsed from the date of distribution of the Offered Securities;
(c) any certificates representing the Offered Securities carry the legend required by Section 2.5(2)3(i) of NI 45-102, or if the Offered Securities are entered into a direct registration or other electronic book-entry system, or if the Purchaser did not directly receive a certificate representing the Offered Securities, the Purchaser received a written notice containing the legend restriction notation set out in Section 2.5(2)3(i) of NI 45-102;
(d) the trade is not a "control distribution" as defined in NI 45-102;
(e) no unusual effort is made to prepare the market or to create a demand for the Offered Securities that are the subject of the trade;

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LEGAL*51817821.1

(f) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and
(g) if the Purchaser is an "insider" or "officer" (as such terms are defined in applicable Securities Laws) of the Corporation at the time of the trade, the Purchaser has no reasonable grounds to believe that the Corporation is in default of "securities legislation" (as such term is defined in National Instrument 14-101— Definitions ("NI 14-101")).
Upon issue, the FT Shares and the Charity FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act.

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LEGAL*51817821.1

Schedule “E”

SUBSIDIARIES OF THE CORPORATION

NorthWest Copper Corp.

==> picture [374 x 118] intentionally omitted <==

----- Start of picture text -----

Sun Metals Corp. Kwanika Copper Corp. 0790202 BC Ltd.
100% owned 66.95% owned 100% owned
Tsyata Resources
Corp.
100% owned
----- End of picture text -----

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LEGAL*51817821.1

Schedule “F”

OUTSTANDING CONVERTIBLE SECURITIES

Type	Number Price Expiry
*Warrants* *Options* *RSUs* *DSUs*	4,646,881 1.63 $ May 2, 2023 69,660 0.42 $ May 25, 2021 1,654,426 0.56 $ May 25, 2022 107,500 1.63 $ December 31, 2021 154,084 0.50 $ December 17, 2021 16,680 0.52 $ January 17, 2022 836,516 0.52 $ January 16, 2022 7,485,747 938,833 1.17 $ May 2, 2023 870,750 1.31 $ December 24, 2023 16,125 2.14 $ March 26, 2024 58,050 0.61 $ May 16, 2027 58,050 0.42 $ May 3, 2026 46,440 0.52 $ November 3, 2026 16,125 2.56 $ May 27, 2024 862,150 0.84 $ June 11, 2025 4,675,000 0.90 $ March 8, 2026 95,000 0.60 $ September 4, 2025 550,000 0.42 $ February 19, 2025 737,500 0.46 $ April 10, 2024 575,000 0.30 $ April 10, 2023 25,000 0.40 $ August 9, 2022 737,500 0.30 $ January 30, 2022 510,000 0.14 $ April 27, 2021 200,000 0.60 $ September 19, 2021 10,971,523 1,975,000 1,000,000

Type

Number
Price
Expiry

Warrants
Options
RSUs
DSUs

4,646,881
1.63
$ May 2, 2023
69,660
0.42
$ May 25, 2021
1,654,426
0.56
$ May 25, 2022
107,500
1.63
$ December 31, 2021
154,084
0.50
$ December 17, 2021
16,680
0.52
$ January 17, 2022
836,516
0.52
$ January 16, 2022
7,485,747
938,833
1.17
$ May 2, 2023
870,750
1.31
$ December 24, 2023
16,125
2.14
$ March 26, 2024
58,050
0.61
$ May 16, 2027
58,050
0.42
$ May 3, 2026
46,440
0.52
$ November 3, 2026
16,125
2.56
$ May 27, 2024
862,150
0.84
$ June 11, 2025
4,675,000
0.90
$ March 8, 2026
95,000
0.60
$ September 4, 2025
550,000
0.42
$ February 19, 2025
737,500
0.46
$ April 10, 2024
575,000
0.30
$ April 10, 2023
25,000
0.40
$ August 9, 2022
737,500
0.30
$ January 30, 2022
510,000
0.14
$ April 27, 2021
200,000
0.60
$ September 19, 2021
10,971,523
1,975,000
1,000,000

E-2

LEGAL*51817821.1

AI assistant

NorthWest Copper Corp. Capital/Financing Update 2021

43866_rns_2021-03-31_3c30ff4c-f5de-47ac-995e-907b8e9ba9d3.pdf

UNDERWRITING AGREEMENT

DEFINITIONS

TERMS AND CONDITIONS

General

The Corporation

Underwriters’ Fee.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

VELOCITY TRADE CAPITAL

NORTHWEST COPPER CORP.

Schedule “A”

LOCKED-UP PERSONS

Schedule “B”

LOCK-UP UNDERTAKING

Re: NorthWest Copper Corp.

Dear Sirs:

NAME OF SECURITYHOLDER:

(Name)

(Signature)

(Signature of Witness)

PI FINANCIAL CORP.

Schedule “C”

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

A. Representations, Warranties and Covenants of the Underwriters

B. Representations, Warranties and Covenants of the Corporation

EXHIBIT 1 TO SCHEDULE “C” FORM OF UNDERWRITERS’ CERTIFICATE

[ NAME OF UNDERWRITER ] [ NAME OF U.S. AFFILIATE ]

Schedule “D”

FORM OF OPINION OF COUNSEL TO THE CORPORATION

Schedule “E”

SUBSIDIARIES OF THE CORPORATION

NorthWest Copper Corp.

Schedule “F”

OUTSTANDING CONVERTIBLE SECURITIES

AI assistant

NorthWest Copper Corp. — Capital/Financing Update 2021

43866_rns_2021-03-31_3c30ff4c-f5de-47ac-995e-907b8e9ba9d3.pdf

UNDERWRITING AGREEMENT

DEFINITIONS

TERMS AND CONDITIONS

General

The Corporation

Underwriters’ Fee.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

VELOCITY TRADE CAPITAL

NORTHWEST COPPER CORP.

Schedule “A”

LOCKED-UP PERSONS

Schedule “B”

LOCK-UP UNDERTAKING

Re: NorthWest Copper Corp.

Dear Sirs:

NAME OF SECURITYHOLDER:

(Name)

(Signature)

(Signature of Witness)

PI FINANCIAL CORP.

Schedule “C”

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

A. Representations, Warranties and Covenants of the Underwriters

B. Representations, Warranties and Covenants of the Corporation

EXHIBIT 1 TO SCHEDULE “C” FORM OF UNDERWRITERS’ CERTIFICATE

[ NAME OF UNDERWRITER ] [ NAME OF U.S. AFFILIATE ]

Schedule “D”

FORM OF OPINION OF COUNSEL TO THE CORPORATION

Schedule “E”

SUBSIDIARIES OF THE CORPORATION

NorthWest Copper Corp.

Schedule “F”

OUTSTANDING CONVERTIBLE SECURITIES

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NorthWest Copper Corp. Capital/Financing Update 2021