NorthWest Copper Corp.

This short form prospectus is referred to as a short form base shelf prospectus and has been filed under legislation in each of the provinces of Canada, other than Québec, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of NorthWest Copper Corp. at Suite 1900, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9; telephone 604-683-7790, and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

June 7 , 2023

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$50 million Common Shares Warrants Subscription Receipts Units

This short form base shelf prospectus (this “ Prospectus ”) relates to the offering for sale from time to time (each, an “ Offering ”), during the 25-month period that this Prospectus, including any amendments hereto, remains effective, of the securities of NorthWest Copper Corp. (“ NorthWest Copper ” or the “ Company ”) listed above (the “ Securities ”) in one or more series or issuances, with a total offering price of such Securities, in the aggregate, of up to $50 million (or the equivalent thereof in other currencies). The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”).

Owning Securities may subject you to tax consequences. Such tax consequences are not described in this Prospectus and may not be fully described in any applicable Prospectus Supplement. You should read the tax discussion in any Prospectus Supplement with respect to a particular Offering and consult your own tax advisor with respect to your own particular circumstances.

A CANADIAN SECURITIES REGULATOR HAS NOT APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

All information permitted under applicable law to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. You should read this Prospectus and any applicable Prospectus Supplement carefully before you invest in any Securities. The Company may offer and sell Securities through underwriters or dealers, directly or through agents designated by the Company from time to time at amounts and prices and other terms determined by the Company. A Prospectus Supplement will set forth the names of any underwriters, dealers

or agents involved in the Offering and will set forth the terms of the Offering, the method of distribution of such Securities including, to the extent applicable, the proceeds to the Company and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the distribution. In connection with any Offering (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may, subject to applicable law, over-allot or effect transactions that stabilize or maintain the market price of the Securities offered at levels other than that which might otherwise exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “ Plan of Distribution ”. No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Investing in the Securities is highly speculative and involves significant risks that should be carefully considered by prospective purchasers before purchasing any Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein and in the applicable Prospectus Supplement should be carefully reviewed and considered by prospective investors. See “ Risk Factors ”.

The common shares (the “ Common Shares ”) of the Company are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “NWST”. On June 6, 2023, the last trading day before the date hereof, the closing price of the Common Shares on the TSXV was $0.18. Unless otherwise specified in the applicable Prospectus Supplement, there is no existing trading market through which the warrants (“Warrants”), subscription receipts (“Subscription Receipts”) or units (“Units”) may be sold, and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation.

The Company’s head office is located at Suite 1900, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9; and its registered office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

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ABOUT THIS PROSPECTUS ...................................................................................................................................... 2 FINANCIAL INFORMATION ..................................................................................................................................... 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION .................................................... 2 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 3 THE COMPANY .......................................................................................................................................................... 4 RISK FACTORS ........................................................................................................................................................... 8 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 9 USE OF PROCEEDS .................................................................................................................................................... 9 PLAN OF DISTRIBUTION ........................................................................................................................................ 10 DESCRIPTION OF SECURITIES .............................................................................................................................. 11 PRIOR SALES ............................................................................................................................................................ 14 PRICE RANGE AND TRADING VOLUMES .......................................................................................................... 14 CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES ................................................................. 14 LEGAL MATTERS .................................................................................................................................................... 14 AUDITOR, TRANSFER AGENT AND REGISTRAR .............................................................................................. 14 INTEREST OF EXPERTS .......................................................................................................................................... 14 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 15 CERTIFICATE OF THE COMPANY ...................................................................................................................... C-1

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ABOUT THIS PROSPECTUS

In this Prospectus and in any Prospectus Supplement, unless the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to “NorthWest Copper” or the “Company”, refer to NorthWest Copper Corp. together with our subsidiaries.

This Prospectus provides you with a general description of the Securities that we may offer. Each time we offer Securities, we will provide a Prospectus Supplement that will contain specific information about the terms of that Offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before you invest, you should read both this Prospectus and any applicable Prospectus Supplement.

You should rely only on the information contained or incorporated by reference in this Prospectus. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell or seeking an offer to buy the Securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Prospectus, or any applicable Prospectus Supplement is accurate only as of the dates on the front of these documents and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery or of any sale of the Securities pursuant thereto. Our business, financial condition, results of operations and prospects may have changed since those dates.

FINANCIAL INFORMATION

The financial statements of the Company incorporated by reference in this Prospectus have been prepared using accounting policies in compliance with International Financial Reporting Standards (“ IFRS ”) and interpretations of the IFRS Interpretations Committee as issued by the International Accounting Standards Board, effective December 31, 2022, and are reported in Canadian dollars.

The Offering amount in this Prospectus is in Canadian dollars. Except where otherwise indicated, all references to currency in this Prospectus are to Canadian Dollars (“ $ ”) and all references to “US$” or “USD$” in this Prospectus are to U.S. dollars.

The following table reflects the low and high rates of exchange for one United States dollar, expressed in Canadian dollars, during the periods noted, the rates of exchange at the end of such periods and the average rates of exchange during such periods, based on the Bank of Canada daily exchange rates for 2020, 2021 and 2022.

	Year Ended December 31, 2022	Ten Months Ended December 31, 2021	Year Ended February 28, 2021
Low for the period	$1.2451	$1.2040	$1.2530
High for the period	$1.3856	$1.2942	$1.4496
Rate at the end of the period	$1.3544	$1.2678	$1.2685
Average	$1.3011	$1.2503	$1.3343

On June 6, 2023, the Bank of Canada daily exchange rate was US$1.00 – $1.3419.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Except for statements of historical fact, this Prospectus contains certain “ forward-looking information ” or “ forward-looking statements ” within the meaning of applicable Canadian securities laws. These forward-looking statements are made as of the date of this Prospectus and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.

Forward-looking statements include, but are not limited to, statements with respect to the future price of copper, zinc gold and silver; the potential quality and/or grade of minerals; the interpretation of metallurgical results; the estimation of mineral reserves and resources; the realization of such mineral estimates; the potential extension and expansion of mineral resources; the filing of technical reports; the potential size and expansion of a mineralized zone; the potential to add tonnage; the proposed timing of exploration and drilling programs; the growth potential of the Company’s

mineral properties; future exploration programs; the timing and amount of estimated future production and output; life of mine; costs of production; capital expenditures; costs and timing of the development of new deposits; planned exploration activities; success of exploration activities; success of permitting activities; permitting time lines; currency fluctuations; requirements for additional capital; government regulation of mining operations; environmental risks; reclamation expenses; the potential or anticipated outcome of title disputes or claims and timing; possible outcome of pending litigation; and the focus of the Company in the coming months. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate”, or “believes”, or variations of such words and phrases or that state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any other future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: the limited business history of the Company; actual results of current exploration activities; the limited exploration prospects of the Company; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of copper, zinc, gold and silver; possible variations in ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; need for cooperation with local Indigenous communities; fluctuations in metal prices; unanticipated title disputes; claims or litigation; unknown environmental risks for past activities on the Kwanika-Stardust Project and Lorraine Project (as defined below); limitation on insurance coverage; impact of COVID-19; as well as those risk factors discussed in the AIF (as defined below) under “Risk Factors” and the section entitled “Risk Factors” below. These risk factors are not intended to represent a complete list of the risk factors that could affect the Company.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date of this Prospectus and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Company’s filings with Canadian securities regulatory agencies, which can be viewed online under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company at Suite 1900, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9; telephone 604-683-7790, and are also available electronically at www.sedar.com. The filings of the Company through SEDAR are not incorporated by reference in this Prospectus except as specifically set out herein.

The following documents, filed by the Company with the securities commissions or similar authorities in each of the provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form for the year ended December 31, 2022, dated April 20, 2023 (the “ AIF ”);
(b) the audited consolidated annual financial statements of the Company for the year ended December 31, 2022, and the ten months ended December 31, 2021, together with the notes thereto and the report of the independent auditor thereon;
(c) management’s discussion and analysis of the financial condition and results of operations (“ MD&A ”) of the Company for the year ended December 31, 2022;
(d) unaudited condensed interim consolidated financial statements of the Company for the three months ended March 31, 2023 and 2022 (the “ Interim Financial Statements ”);
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(e) the MD&A of the Company for the three months ended March 31, 2023;
(f) the management information circular of the Company dated May 18, 2022 prepared in connection with the annual general meeting of shareholders of the Company held on June 24, 2022; and
(g) the material change report dated February 13, 2023 in connection with the non-brokered private placement pursuant to which the Company raised total gross proceeds of approximately $5,059,330.

Any document of the type referred to item 11.1 of Form 44-101F1 Short Form Prospectus under National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators filed by the Company with any securities commissions or similar regulatory authorities in Canada after the date of this Prospectus and all Prospectus Supplements disclosing additional or updated information filed pursuant to the requirements of applicable securities legislation in Canada during the period that this Prospectus is effective shall be deemed to be incorporated by reference in this Prospectus. These documents are available on SEDAR, which can be accessed at www.sedar.com.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute a part of this Prospectus.

Upon a new annual information form and the related annual consolidated financial statements being filed by us with the appropriate securities regulatory authorities during the currency of this Prospectus, the previous annual information form, audited consolidated annual financial statements and all unaudited condensed consolidated interim financial reports, and material change reports filed by us prior to the commencement of our fiscal year in which the new annual information form and the related annual consolidated financial statements is filed will be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers of Securities hereunder. Upon a management information circular in connection with an annual meeting being filed by us with the appropriate securities regulatory authorities during the currency of this Prospectus, the management information circular filed in connection with the previous annual meeting (unless such management information circular also related to a special meeting) will be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers of Securities hereunder.

A Prospectus Supplement containing the specific terms of any Offering of Securities will be delivered to purchasers of Securities together with this Prospectus and will be deemed to be incorporated by reference in this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the Offering to which that Prospectus Supplement pertains.

THE COMPANY

NorthWest Copper is a junior resource issuer concurrently advancing contiguous copper-gold resource projects in north-central British Columbia, Canada: the Kwanika and Stardust deposits (the “ Kwanika-Stardust Project ”) and the Lorraine property (the “ Lorraine Project ”). The Common Shares of the Company are currently listed for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “NWST”.

The Kwanika-Stardust Project is subject to a National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) technical report titled “Kwanika-Stardust Project, NI 43-101 Technical Report and Preliminary Economic Assessment” (the “ Kwanika-Stardust Technical Report ”), prepared by Kevin Murray, P. Eng., Ausenco Engineering Canada Inc.; Jonathan Cooper, P. Eng., Ausenco Sustainability Inc.; Peter Mehrfert, P. Eng., Ausenco Engineering Canada Inc.; Scott C. Elfen, P. Eng., Ausenco Engineering Canada Inc.; Scott Weston, P. Geo., Ausenco Sustainability Inc.; Cale DuBois, P. Eng., Mining Plus Canada Consulting Ltd.; Jason Blais, P. Eng., Mining Plus

Canada Consulting Ltd.; John Caldbick, P.Eng, Mining Plus Canada Consulting Ltd.; Brian S. Hartman, P. Geo., Ridge Geosciences LLC; and Ronald G. Simpson, P. Geo., GeoSim Services Inc., each a “qualified person” as defined under NI 43-101, dated February 17, 2023, with an effective date of January 4, 2023 and prepared for the Company, as filed on SEDAR at www.sedar.com.

The Lorraine Project is subject to a NI 43-101 technical report titled “Lorraine Copper-Gold Project NI 43-101 Report & Mineral Resource Estimate Omineca Mining Division, B.C” (the “ Lorraine Technical Report ”), prepared by Alfonso Rodriguez, M.Sc., P.Geo. and Michael Dufresne, M.Sc., P.Geol., P.Geo., each a “qualified person” as defined under NI 43-101, dated September 12, 2022, with an effective date of June 30, 2022 and prepared for the Company, as filed on SEDAR at www.sedar.com.

For further information regarding NorthWest Copper, see the AIF and other documents incorporated by reference in this Prospectus available at www.sedar.com under the Company’s profile.

Historic Use of Proceeds

The Company completed several private placements in the year ended December 31, 2021, raising gross proceeds of approximately $33 million, and acquired cash of approximately $9.5 million resulting from the acquisition of Sun Metals Corp. on March 5, 2021. Approximately $32.8 million was used to fund exploration and evaluation expenditures on the Company’s material properties, including expenditures on the previous Kwanika joint venture, with the balance used for general and administrative expenses, and other corporate purposes.

In February 2023, the Company completed a non-brokered private placement raising gross proceeds of approximately $5.1 million. The net proceeds from the financing were used (and continue to be used) to fund general working capital as well as for exploration purposes, including drill targeting and planning for potential field programs at the Company’s Lorraine and Kwanika-Stardust properties. See “ Documents Incorporated by Reference ”.

Recent Developments

On April 26, 2023, the Company appointed Mr. David Moore, a former director of the Company, as Interim President and Chief Executive Officer following the departure of Mr. Peter Bell as President, Chief Executive Officer and a director of the Company. Mr. Moore was subsequently appointed as a director of the Company on May 12, 2023, filling the vacancy created by the resignation of Mr. Bell. The current composition of the board and management team of the Company is set out below under the heading “ The Company – Directors and Officers ”.

On May 19, 2023, the Company received notice from a shareholder, pursuant to the Company’s advance notice provisions, of its intention to propose a slate of six dissident nominees for the Company’s board of directors at the Company’s 2023 annual general meeting of shareholders. The Company is reviewing the submission to determine, among other things, its validity. On May 29, 2023, the Company postponed the date of its annual general meeting of shareholders to September 6, 2023. See “ Risk Factors ”.

Directors and Officers

The following table sets forth the name, municipality of residence, position held with the Company, principal occupation(s) and number of Common Shares beneficially owned by each person who is a director and/or an executive officer of the Corporation. The statement as to the Common Shares beneficially owned, controlled or directed, directly or indirectly, by the directors and executive officers hereinafter named is in each instance based upon information furnished by the person concerned and is as at the date hereof. The directors of the Company are elected by the shareholders of the Company at each annual general meeting and typically hold office until the next annual general meeting at which time they may be re-elected or replaced.

Name, Position with the Corporation and Municipality of Residence	Director Since	Principal Occupation(s)	Number of Common Shares Beneficially Owned, Directly or Indirectly or Over Which Control or Direction is Exercised(5)
Mark O’Dea(2)(3) Chairman and a Director British Columbia, Canada	March, 2021	Former Director of Sun Metals Corp.; Former Executive Chair of the Company; Director of Liberty Gold Corp; Former Director of Discovery Silver Corp.; Former Interim President and Chief Executive Officer, Pure Gold Mining Inc.; Former Director of Pure Gold Mining Inc.	2,515,625 (1.3%)
Teodora Dechev(1)(3)(4) Director British Columbia, Canada	April, 2019	President and Director of Mundoro Capital (April 2008 to Present) and CEO (July 2009 to Present)	103,590 (<1%)
Lewis v. Lawrick(2)(4) Director Ontario, Canada	January, 2006	President, CEO and a Director of Magna Terra Minerals Inc. (November 2009 to Present)	3,213,850 (1.7%)
Sean Tetzlaff(1)(2) Director British Columbia, Canada	March, 2021	Co-Founder, VP and Director of Oxygen Capital Corp. (August 2012 to Present); Former Chief Financial Officer of Pure Gold Mining Inc. (June 2014 to December 2021)	1,083,599 (< 1%)
Richard Bailes(4) Director British Columbia, Canada	March, 2021	Consulting Geologist	766,385 (< 1%)
David Smith(1)(3) Director British Columbia, Canada	March, 2021	Corporate Director	75,000 (< 1%)
David Moore Interim President, Chief Executive Officer and a Director British Columbia, Canada	May, 2023	Interim President and Chief Executive Officer of the Company (April 2023 to Present)	3,241,750 (1.7%)
Tyler Caswell Vice President, Exploration British Columbia, Canada	N/A	VP Exploration of the Company (December 2022 to Present)	Nil
Lauren McDougall Chief Financial Officer and Corporate Secretary British Columbia, Canada	N/A	CFO and Corporate Secretary of the Company (March 2021 to Present)	51,337 (< 1%)
Vesta Filipchuk Vice President, Sustainability British Columbia, Canada	N/A	VP Sustainability of the Company (June 2021 to Present)	Nil

Notes:

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(1) Member of the Audit Committee. Each Audit Committee member is “independent” and “financially literate” within the meaning of National Instrument 52-110 – Audit Committees , and possesses education or experience that is relevant for the performance of their responsibilities as an Audit Committee member.
(2) Member of the Compensation Committee.
(3) Member of the Corporate Governance and Nominating Committee.
(4) Member of Health, Safety and Sustainability Committee.
(5) The information provided regarding securities held, not being within the knowledge of the Corporation, has been furnished by the respective officers and directors individually.

The directors and executive officers of the Corporation, as a group, beneficially own, or control or direct, directly or indirectly, 11,074,356 Common Shares, representing approximately 5.8% of the Common Shares as of the date of this Prospectus. The information as to Common Shares beneficially owned or directed by the directors and executive officers, not being within the knowledge of the Corporation, has been obtained from the System for Electronic Disclosure by Insiders (SEDI) or furnished by each such individual. To the knowledge of the Company, no person beneficially owns, or controls or directs, directly or indirectly, over 10% of the issued and outstanding Common Shares.

Corporate Cease Trade Orders or Bankruptcies

Other than as set out below, no director or executive officer of the Company is, or, within 10 years before the date of this Prospectus, has been, a director, officer or promoter of any person or company (including the Company) that, while that person was acting in that capacity: (a) was the subject of a cease trade or similar order that denied the relevant company access to any exemptions under applicable securities legislation that was in effect for a period of more than 30 consecutive days; or (b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Mr. O’Dea was a director of Pure Gold Mining Inc. (“ Pure Gold ”) until March 30, 2023. Pure Gold owns the Madsen Mining property, located near Red Lake Ontario. After redeveloping the property and processing facilities, Pure Gold experienced significant start up and operational difficulties. Consequently, on October 31, 2022, Pure Gold applied for and received an initial order for creditor protection from the Supreme Court of British Columbia (the “ Court ”) under the Companies’ Creditors Arrangement Act (the “ CCAA ”). KSV Restructuring Inc. was appointed as the monitor. On November 10, 2022, the Court approved a Sales and Investment Solicitation Process Order, among other relief. On March 30, 2023, the Court approved Pure Gold’s appointment of a Chief Administrative Officer and all members of the Pure Gold board of directors resigned immediately. Pure Gold’s common shares were suspended from trading on the NEX Board of the TSX Venture Exchange. The CCAA proceedings remain ongoing.

Penalties or Sanctions

No director or executive officer of the Company is, or, within the last 10 years, has been: (a) subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

No director or executive officer of the Company, or a personal holding company of any such persons, has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the individual.

Conflicts of Interest

Some of the Company’s directors and/or executive officers are also directors of other natural resource companies and, consequently, there exists the possibility for such persons to be in a position of conflict relating to any future transactions or relationships between the Company and such other companies or common third parties. However, the Company is unaware of any such pending or existing conflicts between these parties. Any decision made by any of such directors or executive officers involving the Company are made in accordance with their duties and obligations

to deal fairly and in good faith with the Company and such other companies and their obligations to act in the best interests of the shareholders of the Company. None of the present directors or executive officers of the Company, and no associate or affiliate of any of them, has any material interest in any transaction of the Company or in any proposed transaction which has materially affected or will materially affect the Company.

RISK FACTORS

An investment in our Securities involves risks. You should carefully consider the risks described in the sections entitled “ Risk Factors ” in any Prospectus Supplement and those set forth in documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement, as well as other information in this Prospectus and any applicable Prospectus Supplement, before purchasing any of our Securities. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a loss of your investment. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business, financial condition, results of operations and prospects.

No Market for the Securities

There is currently no trading market for any Warrants, Subscription Receipts or Units that may be offered. No assurance can be given that an active or liquid trading market for these Securities will develop or be sustained. If an active or liquid market for these Securities fails to develop or be sustained, the prices at which these Securities trade may be adversely affected. Whether or not these Securities will trade at lower prices depends on many factors, including liquidity of these Securities, prevailing interest rates and the markets for similar securities, the market price of the Company, general economic conditions and the Company’s financial condition, historic financial performance and future prospects.

Discretion in the Use of Proceeds

Management will have broad discretion concerning the use of the net proceeds from the offering of any Securities, as well as the timing of their expenditures. Depending on a number of factors, the intended use of proceeds from the offering of any Securities may change. As a result, an investor will be relying on the judgment of management for the application of the net proceeds from the offering of any Securities. Management may use the net proceeds from the offering of any Securities in ways that an investor may not consider desirable if they believe it would be in the best interests of the Company to do so. The results and the effectiveness of the application of proceeds from an Offering of any Securities are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. The Company has not commenced development or commercial production on any property. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years as a result of the consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company’s properties. The Company expects to continue to incur losses unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company’s properties will require the commitment of substantial resources to conduct timeconsuming exploration and development. There can be no assurance that the Company will ever generate positive operating cash flow or achieve profitability.

Capital Resources

Historically, capital requirements have been primarily funded through the sale of Common Shares or other securities of the Company. Factors that could affect the availability of financing include the progress and results of ongoing exploration at the Company’s mineral properties, the state of debt and equity markets, and investor perceptions and expectations of the global minerals markets. There can be no assurance that such financing will be available in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the

Company. Based on the amount of funding raised, the Company’s planned exploration or other work programs may be postponed, or otherwise revised, as necessary.

Contested Proxy Contests

Campaigns by investors to effect changes at publicly traded companies have increased in recent years and there can be no assurance that any shareholder will not pursue actions to effect changes in the management and strategic direction of the Company, including through the solicitation of proxies from the Company’s shareholders. The Company’s articles include an advance notice provision which may frustrate or prevent an attempt by shareholders to launch a proxy contest or replace or remove the current senior management team by making it more difficult for shareholders to replace members of the Board, which is responsible for appointing the members of senior management. While these provisions could have the effect of delaying, preventing or deferring a change in control, actions that may be taken by dissident shareholders, if any, may divert the time and attention of the Board and management from its business operations. If a proxy contest were to be pursued by any shareholders of the Company it could result in substantial expense to the Company and consume significant attention of management and the Board.

CONSOLIDATED CAPITALIZATION

There have not been any material changes in the share and loan capitalization of the Company since the date of the Interim Financial Statements, which are incorporated by reference in this Prospectus. The applicable Prospectus Supplement(s) will describe any material change, and the effect of such material change, on the Company’s share and loan capitalization that will result from the issuance of Securities pursuant to such prospectus supplement.

USE OF PROCEEDS

Unless otherwise indicated in a Prospectus Supplement, we currently expect to use the net proceeds from the sale of Securities offered hereby to fund advancement of the Kwanika-Stardust Project and the Lorraine Project, and for working capital and general corporate purposes. Any specific allocation of the net proceeds of an Offering to a specific purpose will be determined at the time of the Offering and will be described in the relevant Prospectus Supplement. The Company generates no operating revenue from the activities on its property interests and has negative cash flow from operating activities. The Company anticipates that it will continue to have negative cash flow until such time that commercial production is achieved at either the Kwanika-Stardust Project or the Lorraine Project. To the extent that the Company has negative cash flows in future periods, it may need to deploy a portion of net proceeds from the sale of Securities to fund such negative cash flow.

The Company’s current objectives are to better understand the potential for discovery of economically important metals on its properties. Exploration drilling on Kwanika-Stardust and Lorraine will be focused on resource expansion and growth. The NI 43-101 recommended Phase 1 program at the Lorraine Project was substantially completed in 2022 and timing and implementation of the recommended Phase 2 program is being considered by management of the Company and expected to commence in the latter half of 2023, with additional drilling at highly prospective satellite targets aimed at growing the existing resource. The Kwanika-Stardust NI 43-101 preliminary economic assessment recommends further exploration drilling at Kwanika-Stardust. Due to current market constraints, the Company plans to focus on exploration drilling at Kwanika in 2023 to test certain deep targets it believes may have significant potential to increase the mineral resource estimate.

The Company estimates that the aggregate amount of funds required to expand the resource models at each of Kwanika-Stardust and Lorraine, as well as additional metallurgical, baseline environmental and transportation studies to explore the possibility of advancing the projects to a pre-feasibility study stage, would be approximately $20,000,000, comprised primarily of: (i) exploration drilling; (ii) other technical, metallurgical and target generative work; (iii) environmental and water studies; (iv) field costs, logistics, personnel, site G&A; and (v) corporate general and administrative. The Company estimates that the duration of the program to achieve these milestones is approximately 18 months.

The above noted proposed use of proceeds represents the Company’s intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Actual expenditures may differ from the estimates set forth above. There may be circumstances where, for sound business reasons, a reallocation of the net proceeds raised pursuant to any Prospectus Supplement may be deemed prudent or necessary. The actual

amount that the Company spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under “ Risk Factors – Discretion in the Use of Proceeds ”.

PLAN OF DISTRIBUTION

The Company may from time to time, during the 25-month period that this Prospectus remains valid, offer for sale and issue Securities. We may issue and sell up to $50 million, in the aggregate, of Securities.

We may offer and sell the Securities through underwriters or dealers, directly to one or more purchasers or through agents. We may offer Securities in the same Offering, or we may offer Securities in separate Offerings. Each Prospectus Supplement, to the extent applicable, will describe the number and terms of the Securities to which such Prospectus Supplement relates, the name or names of any underwriters or agents with whom we have entered into arrangements with respect to the sale of such Securities, the public offering or purchase price of such Securities and our net proceeds. The Prospectus Supplement also will include any underwriting discounts or commissions and other items constituting underwriters’ compensation and will identify any securities exchanges on which the Securities may be listed.

The Securities may be sold, from time to time, in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market price, or at negotiated prices. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the Offering of the Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.

Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with such Securities offered by that Prospectus Supplement.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities legislation. In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters, dealers or agents may over-allot or effect transactions which are intended to stabilize or maintain the market price of the offered Securities at a level other than that which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time.

If underwriters or dealers purchase Securities as principals, the Securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed offering price or at varying prices determined at the time of sale. The obligations of the underwriters or dealers to purchase those Securities will be subject to certain conditions precedent, and the underwriters or dealers will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities are purchased. If agents are used in an offering, unless otherwise indicated in the Prospectus Supplement, such agents will be acting on a “best efforts” basis for the period of their appointment. Any offering price and any discounts or concessions allowed or re-allowed or paid may be changed from time to time.

Under agreements which may be entered into by us, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by us against certain liabilities, including liabilities under applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom we enter into agreements may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

The Company may authorize agents or underwriters to solicit offers by eligible institutions to purchase Securities from us at the public offering price set forth in the applicable Prospectus Supplement under delayed delivery contracts

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providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commission’s payable for solicitation of these contracts will be set forth in the applicable Prospectus Supplement.

Each class or series of Securities, other than the Common Shares, will be a new issue of Securities with no established trading market. Subject to applicable laws, any underwriter may make a market in such Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. There may be limited liquidity in the trading market for any such Securities. Unless otherwise specified in the applicable Prospectus Supplement, we do not intend to list any of the Securities other than the Common Shares on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants, Subscription Receipts or Units may be sold, and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of the Warrants, Subscription Receipts or Units in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. No assurances can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange.

DESCRIPTION OF SECURITIES

Common Shares

The holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company and each Common Share shall confer the right to one vote in person or by proxy at all meetings of the shareholders of the Company. The Common Shares do not carry any pre-emptive, subscription, redemption, retraction, conversion or exchange rights, nor do they contain any sinking or purchase fund provisions. The holders of the Common Shares, subject to the prior rights, if any, of any other class of Common Shares of the Company, are entitled to receive such dividends in any financial year as the board of directors of the Company may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the remaining property and assets of the Company on a pro rata basis.

Warrants

The Company may issue Warrants to purchase Common Shares. Warrants may be issued independently or together with other Securities and may be attached to or separate from those Securities. Warrants will be issued under one or more warrant indentures, to be entered into between the Company and one or more banks or trust companies acting as warrant agent, to be named in the relevant Prospectus Supplement, which will establish the terms and conditions of the Warrants. A copy of any warrant indenture or supplemental warrant indenture relating to an offering of Warrants will be filed by us with the securities regulatory authorities in applicable Canadian offering jurisdictions after we have entered into it.

The following description sets forth certain general terms and provisions of the Warrants and is not intended to be complete. You should read the particular terms of the Warrants that are offered by us, which will be described in more detail in any applicable Prospectus Supplement. The statements made in this Prospectus relating to any warrant indenture and Warrants to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant indenture and the Prospectus Supplement describing such warrant indenture. The Prospectus Supplement will also state whether any of the general provisions summarized below do not apply to the Warrants being offered.

Any Prospectus Supplement relating to any Warrants the Company offers will describe the terms of the Warrants and include specific terms relating to their Offering. This description will include, where applicable:

the designation and aggregate number of Warrants offered;
the price at which the Warrants will be offered;
the currency or currencies in which the Warrants will be offered;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
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the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Warrant;
the terms of any provisions allowing or providing for adjustments in (i) the number and/or class of shares that may be purchased, (ii) the exercise price per share, or (iii) the expiry of the Warrants;
whether we will issue fractional shares;
whether we have applied to list the Warrants on a stock exchange;
the designation and terms of any Securities with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Security;
the date or dates, if any, on or after which the Warrants and the related Securities will be transferable separately;
whether the Warrants will be subject to redemption and, if so, the terms of such redemption provisions;
material Canadian federal income tax consequences of owning the Warrants; and
any other material terms or conditions of the Warrants.

The holders of Warrants will not be shareholders of the Company. Holders of Warrants are entitled only to receive the securities subject to the Warrants on satisfaction of the conditions provided in the warrant indenture or supplemental warrant indenture.

Subscription Receipts

The Company may issue Subscription Receipts that will entitle holders to receive, upon satisfaction of certain release conditions and for no additional consideration, Common Shares, Warrants, Units or any combination thereof. Subscription Receipts will be issued pursuant to one or more subscription receipt agreements (each, a “ Subscription Receipt Agreement ”), each to be entered into between the Company and an escrow agent (the “ Escrow Agent ”), to be named in the relevant Prospectus Supplement, which will establish the terms and conditions of the Subscription Receipts. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent. A copy of any Subscription Receipt Agreement will be filed by us with the securities regulatory authorities in applicable Canadian offering jurisdictions after we have entered into it.

The following description sets forth certain general terms and provisions of Subscription Receipts and is not intended to be complete. You should read the particular terms of the Subscription Receipts that are offered by us, which will be described in more detail in any applicable Prospectus Supplement. The statements made in this Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement and the Prospectus Supplement describing such Subscription Receipt Agreement. The Prospectus Supplement will also state whether any of the general provisions summarized below do not apply to the Subscription Receipts being offered.

Any Prospectus Supplement relating to any Subscription Receipts the Company offers will describe the terms of the Subscription Receipts and include specific terms relating to their Offering. All such terms will comply with the requirements of the TSXV relating to Subscription Receipts. This description will include, where applicable:

the designation and aggregate number of Subscription Receipts offered;
the price at which the Subscription Receipts will be offered;
the currency or currencies in which the Subscription Receipts will be offered;
the designation, number and terms of the Common Shares, Warrants, Units or any combination thereof to be received by holders of Subscription Receipts upon satisfaction of the release conditions, and the procedures that will result in the adjustment of those numbers;
the conditions (the “ Release Conditions ”) that must be met in order for holders of Subscription Receipts to receive for no additional consideration Common Shares, Warrants, Units or any combination thereof;
the procedures for the issuance and delivery of the Common Shares, Warrants, Units or any combination thereof to holders of Subscription Receipts upon satisfaction of the Release Conditions;
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whether any payments will be made to holders of Subscription Receipts upon delivery of the Common Shares, Warrants, Units or any combination thereof upon satisfaction of the Release Conditions;
● the identity of the Escrow Agent;
the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of Subscription Receipts, together with interest and income earned thereon (collectively, the “ Escrowed Funds ”), pending satisfaction of the Release Conditions;
the terms and conditions pursuant to which the Escrow Agent will hold the Common Shares, Warrants, Units or any combination thereof pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;
if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commission in connection with the sale of the Subscription Receipts;
procedures for the refund by the Escrow Agent to holders of Subscription Receipts of all or a portion of the subscription price for their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
any entitlement of the Company to purchase the Subscription Receipts in the open market by private agreement or otherwise;
whether the Company will issue the Subscription Receipts as global securities and, if so, the identity of the depositary for the global securities;
whether the Company will issue the Subscription Receipts as bearer securities, registered securities or both;
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms attaching to the Subscription Receipts, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, Warrants or other securities of the Company, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company’s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares;
whether the Company has applied to list the Subscription Receipts on a stock exchange;
material Canadian federal tax consequences of owning the Subscription Receipts; and
any other material terms or conditions of the Subscription Receipts.

The holders of Subscription Receipts will not be shareholders of the Company. Holders of Subscription Receipts are entitled only to receive Common Shares, Warrants, Units or any combination thereof on satisfaction of the conditions provided in the Subscription Receipt Agreement, including the satisfaction of any cash payment provided in the Subscription Receipt Agreement, if the Release Conditions are satisfied. If the Release Conditions are not satisfied, holders of Subscription Receipts shall be entitled to a refund of all or a portion of the subscription price therefor and all or a portion of the pro rata share of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.

Units

The Company may issue Units consisting of one or more Common Shares, Warrants, Subscription Receipts or any combination of such Securities. You should read the particular terms of the Units that are offered by us, which will be described in more detail in any applicable Prospectus Supplement.

Any Prospectus Supplement relating to any Units the Company offers will describe the terms of the Units and include specific terms relating to their Offering. This description will include, where applicable:

the designation and aggregate number of Units being offered;
the price at which the Units will be offered;
the designation and terms of the Units and the applicable Securities included in the Units;
the description of the terms of any agreement governing the Units;
any provision for the issuance, payment, settlement, transfer or exchange of the Units;
the date, if any, on and after which the Units may be transferable separately;
whether we have applied to list the Units on a stock exchange;
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material Canadian federal tax consequences of owning the Units;
how, for federal income tax purposes, the purchase price paid for the Units is to be allocated among the component Securities; and
any other material terms or conditions of the Units.

PRIOR SALES

Information in respect of Common Shares that we issued within the previous 12-month period, and in respect of securities that are convertible or exchangeable into Common shares, will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

PRICE RANGE AND TRADING VOLUMES

The Common Shares are listed and posted for trading on the TSXV under the symbol “NWST”. Information in respect of trading price and volume of the Common Shares during the previous 12-month period will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES

The applicable Prospectus Supplement will include a general summary of certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities hereunder.

LEGAL MATTERS

Certain legal matters in connection with the Securities offered hereby will be passed upon on behalf of the Company by Cassels Brock & Blackwell LLP.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditors

KPMG LLP are the auditors of the Company and have confirmed with respect to the Company that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

Transfer Agents, Registrars or Other Agents

The registrar and transfer agent of the Common Shares is Odyssey Trust Company, Suite 323 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

INTEREST OF EXPERTS

The scientific and technical information relating to the Kwanika-Stardust Project set forth in or incorporated by reference in this Prospectus is substantively based on the Kwanika-Stardust Technical Report prepared by Kevin Murray, P. Eng., Ausenco Engineering Canada Inc.; Jonathan Cooper, P. Eng., Ausenco Sustainability Inc.; Peter Mehrfert, P. Eng., Ausenco Engineering Canada Inc.; Scott C. Elfen, P. Eng., Ausenco Engineering Canada Inc.; Scott Weston, P. Geo., Ausenco Sustainability Inc.; Cale DuBois, P. Eng., Mining Plus Canada Consulting Ltd.; Jason Blais, P. Eng., Mining Plus Canada Consulting Ltd.; John Caldbick, P.Eng, Mining Plus Canada Consulting Ltd.; Brian S. Hartman, P. Geo., Ridge Geosciences LLC; and Ronald G. Simpson, P. Geo., GeoSim Services Inc., each a “qualified person” under NI 43-101 and supplemented by work completed by the Company subsequent to the Kwanika-Stardust Technical Report’s filing.

The scientific and technical information relating to the Lorraine Project set forth in or incorporated by reference in this Prospectus is substantively based on the Lorraine Technical Report prepared by Alfonso Rodriguez, M.Sc., P.Geo.; and Michael Dufresne, M.Sc., P.Geol., P.Geo., each a “qualified person” under NI 43-101 and supplemented by work completed by the Company subsequent to the Lorraine Technical Report’s filing.

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None of the foregoing persons, or any director, officer, employee or partner thereof, as applicable, received or has received a direct or indirect interest in the Company’s property or the property of any of the Company’s associates or affiliates. To the Company’s knowledge, the foregoing persons held an interest in either less than 1% or none of the Company’s securities or the securities of any associate or affiliate of the Company at the time of preparation of the respective reports and after the preparation of such reports and estimates, and they did not receive any direct or indirect interest in any of the Company’s securities or the securities of any associate or affiliate of the Company in connection with the preparation of the above mentioned reports. None of the aforementioned persons nor any director, officer, employee or partner, as applicable, of the aforementioned companies or partnerships is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

Tyler Caswell, P.Geo., Vice President Exploration of the Company, is a “qualified person” under NI 43-101 and has prepared or supervised the preparation of the Company’s news releases, sections of the AIF and other disclosure documents that are of a scientific and technical nature pertaining to the Kwanika-Stardust Project and the Lorraine Project, and has verified the data disclosed therein. Mr. Caswell is not independent of the Company by virtue of his current employment with the Company. As of the date hereof, Mr. Caswell holds 666,100 Options and 218,750 RSUs of the Company.

The partners and associates of Cassels Brock & Blackwell LLP, as a group, hold beneficially, directly or indirectly, less than 1% of any class of the Company’s securities.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in some provinces and territories of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

Original purchasers of Warrants (if offered separately), Subscription Receipts or convertible securities will have a contractual right of rescission against the Company in respect of the exercise of such Warrants or conversion of such Subscription Receipts or convertible securities.

The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant, the Subscription Receipt and the convertible security, as the case may be, the amount paid upon exercise upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the Warrant, Subscription Receipt or convertible security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Warrant, Subscription Receipt or convertible security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under Section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under Section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of Warrants, Subscription Receipts or other convertible securities, original purchasers are further advised that in certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the security that was purchased under a prospectus, and therefore a further payment at the time of exercise may not be recoverable in a statutory action for damages. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

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In addition, to the extent that NorthWest Copper files a Prospectus Supplement to qualify the Common Shares issuable upon conversion of any special warrants that NorthWest Copper may in the future issue (“ Special Warrants ”), NorthWest Copper will grant to each holder of a Special Warrant a contractual right of rescission of the prospectus‐ exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission will provide that if a holder of a Special Warrant who acquires Common Shares on exercise of the Special Warrant as provided for in this Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the Prospectus or an amendment to the Prospectus containing a misrepresentation, (a) the holder is entitled to rescission of both the holder’s exercise of its Special Warrant and the private placement transaction under which the Special Warrant was initially acquired, (b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the agent or Company, as the case may be, on the acquisition of the Special Warrant, and (c) if the holder is a permitted assignee of the interest of the original Special Warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

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CERTIFICATE OF THE COMPANY

Dated: June 7, 2023

This short form prospectus, together with the documents incorporated in the prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces, other than Québec.

(“Signed”) DAVID W. MOORE (“Signed”) LAUREN MCDOUGALL Interim President & Chief Executive Officer Chief Financial Officer & Corporate Secretary

On behalf of the Board of Directors

(“Signed”) MARK O’DEA Chairman & Director

(“Signed”) DAVID SMITH Director

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AI assistant

NorthWest Copper Corp. — Capital/Financing Update 2023

43866_rns_2023-06-07_580aab96-f411-43bf-b673-a2f2984d3324.pdf

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