NorthWest Copper Corp. — Capital/Financing Update 2023

Feb 14, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

NorthWest Copper Corp. (“ NorthWest ” or the “ Company ”) Suite 1900, 1055 West Hastings Street Vancouver, BC V6C 3B6

Item 2. Dates of Material Changes

February 3, 2023 and February 9, 2023

Item 3. News Release

The Company issued news releases on February 6, 2023 and February 10, 2023 relating to the material changes, which were disseminated through GlobeNewswire and subsequently filed on SEDAR.

Item 4. Summary of Material Change

On February 6, 2023, the Company announced that it closed on the first tranche of a non-brokered private placement ( “ Tranche 1 ”), pursuant to which the Company issued 18,837,955 units of the Company (each, a “ Unit ”) at a price of $0.23 per Unit (the “ Issue Price ”) for gross proceeds of approximately $4,332,730.

On February 10, 2023, the Company announced that it closed on the second and final tranche of a nonbrokered private placement (“ Tranche 2 ” and together with Tranche 1, the “ Offering ”), pursuant to which the Company issued 3,159,131 Units at the Issue Price for gross proceeds of approximately $726,600. In total, the Company issued an aggregate of 21,997,086 Units at the Issue Price for aggregate gross proceeds of approximately $5,059,330 under the Offering.

Item 5. Full Description of Material Change

On February 6, 2023, the Company announced that it closed on Tranche 1, pursuant to which the Company issued 18,837,955 Units at the Issue Price for gross proceeds of approximately $4,332,730.

On February 10, 2023, the Company announced that it closed on Tranche 2, pursuant to which the Company issued 3,159,131 Units at the Issue Price for gross proceeds of approximately $726,600. In total, the Company issued an aggregate of 21,997,086 Units at the Issue Price for aggregate gross proceeds of approximately $5,059,330 under the Offering.

Each Unit consists of of one common share of the Company (each, a “ Common Share ”) and one-half of one non-transferable Common Share purchase warrant (each whole warrant, a “ Warrant ”), with each Warrant exercisable to purchase one additional Common Share for a period of 24 months from the date of issuance at an exercise price of $0.30 per Common Share.

The net proceeds from the Offering will be used primarily to fund general working capital purposes and for exploration at the Company’s portfolio of projects, including the Lorraine property.

All securities issued under the Offering are subject to a four month and one day hold period expiring on June 4, 2023 and June 10, 2023 for those securities issued under each of Tranche 1 and Tranche 2, respectively.

In connection with the Offering, aggregate finder’s fees of $9,000 cash were paid to Canaccord Genuity Corp.

Richard Bailes, Mark O’Dea, Lewis Lawrick and Teodora Dechev, each a director of the Company (the “ Participating Directors ”), participated in the Offering and purchased 250,000 Units, 500,000 Units, 200,000 Units and 40,000 Units, respectively, for a total of 990,000 Units at the Issue Price for aggregate gross proceeds of $227,700. As of the date of this report, Richard Bailes holds 0.41% of the issued and outstanding Common Shares and 0.47% on a partially diluted basis assuming all of the Warrants issued under the Offering to Richard Bailes are exercised; Mark O’Dea holds 1.33% of the issued and outstanding Common Shares and 1.46% on a partially diluted basis assuming all of the Warrants issued under the Offering to Mark O’Dea are exercised; Lewis Lawrick holds 1.70% of the issued and outstanding Common Shares and 1.75% on a partially diluted basis assuming all of the Warrants issued under the Offering to Lewis Lawrick are exercised; and Teodora Dechev holds 0.05% of the issued and outstanding Common Shares and 0.07% on a partially diluted basis assuming all of the Warrants issued under the Offering to Teodora Dechev are exercised. The issuances of Units to the Participating Directors pursuant to the Offering (collectively, the “ Related Party Participation ”) are considered related party transactions within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a), respectively of MI 61-101 in respect of the Related Party Participation as, at the time the transactions were agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transactions, insofar as it involves the Related Party Participation, exceeded 25% of the Company’s market capitalization. The Company does not anticipate that the Related Party Participation will have a material effect on the Company’s business and affairs. Written consent resolutions of the board of directors of the Company were passed in accordance with the Business Corporations Act (British Columbia) approving the Offering and Related Party Participation. The Participating Directors abstained from voting on such resolutions as a result of their respective disclosable interests in the Offering. No special committee was established in connection with the Offering and the Related Party Participation, and no materially contrary view was expressed by any director of the Company.

This material change report has been filed in respect of the Offering less than 21 days prior to the closing of the Offering, which is consistent with market practice and the Company deems reasonable in the circumstances.

Item 6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Lauren McDougall Chief Financial Officer and Corporate Secretary 1900-1055 West Hastings Street Vancouver, BC, V6E 2E9 (604) 683-7790

Item 9. Date of Report

February 13, 2023

Cautionary Statement Regarding Forward Looking Information

This material change report contains “forward-looking information” within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this material change report. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this material change report, forward-looking statements relate, among other things, to statements with respect to: the anticipated use of proceeds; and the timing of exploration and potential development of the Company’s mineral properties.

All statements, other than statements of historical fact, included herein, constitutes forward-looking information. Although NorthWest believes that the expectations reflected in such forward-looking information and/or information are reasonable, undue reliance should not be placed on forward-looking information since NorthWest can give no assurance that such expectations will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information, including the risks, uncertainties and other factors identified in NorthWest’s periodic filings with Canadian securities regulators. Forward-looking information are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking information. Important factors that could cause actual results to differ materially from NorthWest’s expectations include risks associated with the business of NorthWest; risks related to reliance on technical information provided by NorthWest; risks related to exploration and potential development of the Company’s mineral properties; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and First Nation groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as detailed from time to time and additional risks identified in NorthWest’s filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com).

Forward-looking information is based on estimates and opinions of management at the date the information are made. NorthWest does not undertake any obligation to update forward-looking information except as required by applicable securities laws. Investors should not place undue reliance on forward-looking information.