NorthWest Copper Corp. - Management Reports 2024

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MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended December 31, 2023

NorthWest Copper Corp. Management’s Discussion and Analysis

Introduction and Forward-Looking Statements

NorthWest Copper Corp. (also referred to as “NorthWest”, or the “Company”, or “we”, or “our”, or “its” or “us” within this Management’s Discussion and Analysis (“MD&A”)) is a mineral exploration and development company advancing its portfolio of projects in north-central British Columbia. The Company’s address is PO Box 95010 Vancouver RPO Kingsgate, BC, Canada V5T 4T8 and its registered and records office is located at 2200-885 West Georgia Street, Vancouver British Columbia, Canada V6C 3E8. The Company was incorporated under the Company Act of the Province of British Columbia on March 5, 1973, and on August 30, 2005, the Company transitioned to the Business Corporations Act (British Columbia).

This MD&A, dated as of April 25, 2024, is for the year ended December 31, 2023 and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 of NorthWest, including the related notes thereto (together, the “Annual Financial Statements”) and our other corporate filings including our Annual Information Form for the year ended December 31, 2023 dated April 25, 2024 (the “AIF”), available under the Company’s profile on SEDAR+ at www.sedarplus.com.

The common shares of the Company are currently listed for trading on the TSX Venture Exchange (the “Exchange”) under the trading symbol “NWST”. The Company is a reporting issuer in all provinces of Canada except Quebec and files its continuous disclosure documents with the Canadian Securities Authorities in such provinces. Such documents are available on SEDAR+ at www.sedarplus.com. All dollar amounts stated in the MD&A are expressed in Canadian dollars unless noted otherwise.

This MD&A contains forward looking statements that involve numerous risks and uncertainties. The Company continually seeks to minimize its exposure to business risks, but by nature of its business and exploration activities and size, will always have some risk. These risks are not always quantifiable due to their uncertain nature. Should one or more of these risks and uncertainties, including those set forth in the AIF or in this MD&A under the headings “Business Risks and Uncertainties” and “Cautionary Notes Regarding Forward-Looking Statements” below, materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

The written disclosure of technical information in this MD&A has been reviewed, verified and approved by Tyler Caswell, P. Geo, Vice President, Exploration of the Company and a qualified person (“QP”) for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Readers are directed to the section entitled “Scientific and Technical Disclosure” included below.

Outlook

NorthWest is focused on exploring, advancing and de-risking our large portfolio of projects in BC, including the Kwanika-Stardust Project, the Lorraine Project and the East Niv Project. The Company believes that there are exploration growth opportunities at all the projects as well as value enhancement opportunities through possible project synergies.

Accordingly, the Company has identified four key priorities moving forward:

Drill test high potential near surface exploration targets at Kwanika-Stardust and Lorraine.[1]
Evaluate the potential for combining the Lorraine Project with the Kwanika-Stardust Project into a larger project with shared infrastructure.
De-risk exploration at East Niv by seeking to leverage capital from a strategic partner and continue to seek accretive deals for the Company’s other non-core assets.
Continue to build on the solid record of engagement and collaboration with First Nations that is critical to advancing exploration and mining projects in British Columbia.

1 Please see NorthWest’s press releases dated June 21, 2023, and July 6, 2023, available under the Company’s profile on SEDAR+ and at www.northwestcopper.ca

NorthWest Copper Corp. Management’s Discussion and Analysis

Specific work at the Company’s properties in 2024, dependent on availability of funding and subject to final budget allocation, may include:

Kwanika-Stardust Project

Drill test high conviction copper-gold targets:
Kwanika Transfer Target[2] , a potential offset of the Kwanika Central Zone[3] , that potentially represents high-grade near surface bulk-minable mineralization and is the highest priority target; and
Kwanika Andesite Breccia Target, which follows up on a historical intersection of copper-gold mineralization north of the Central Zone that is open at depth and laterally.
Refine the exploration and geology model for potential deep large-tonnage targets in both the Kwanika Central Zone and Kwanika South Zone, primarily by relogging selected historical drill holes to constrain structural controls on high-grade copper-gold mineralization.
Advance targeting and evaluation of other targets proximal to the Kwanika mineral resources as well as regional exploration targets in the South Creek Zone and the Rottacker Zone[4 ] .

Lorraine Project

Drill test high conviction copper-gold targets in the following prospects:
Boundary Target[5 ] , which has a historical non-compliant resource[6 ] ; and
A suite of other targets that have historical data that show promising geological, geophysical and/or geochemical indications, including Ridge, Dave’s Line, and Nova.
Focus on evaluating regional prospects to advance them to critical decision points that could include bringing them to a drill ready stage. Planned work includes updating the property wide geological and exploration model, geological mapping, surface geochemistry and geophysical surveys.

North Omineca Projects (East Niv, Arjay, Croy-Bloom)

At East Niv, complete geological mapping, induced polarization geophysical surveys, and geochemical sampling programs over the 4 km by 5 km Southwest Target to define initial copper-gold porphyry drill targets[7] ;
Advance the Arjay property with the potential to drill previously identified porphyry targets; and
Continue to work with interested third parties to explore possible partnership opportunities at these properties.

The Company continues to prioritize engagement with First Nations and local communities of interest to ensure its work is conducted in an environmentally and culturally respectful manner and to provide employment and economic opportunities through the various exploration stages. In British Columbia and Canada, the involvement of First Nations and their support to advance a project to an Environmental Assessment is a requirement under new legislation. Over the last two and one-half years, the NorthWest team has focused on strengthening relationships and building our understanding of the First Nations’ longer-term economic, traditional land use, environmental, and

2 Please see NorthWest’s press release dated June 21, 2023, under the Company’s profile on SEDAR+ and at www.northwestcopper.ca 3 See NI 43-101 technical report titled “Kwanika-Stardust Project NI 43-101 Technical Report on Preliminary Economic Assessment” with an effective date of January 4, 2023, filed under the Company’s SEDAR+ profile at www.sedarplus.com .

4Further information on these targets can be found on the Company’s Corporate presentations, found at https://northwestcopper.ca/investors/presentations/

5 Please see NorthWest’s press release dated July 6, 2023, under the Company’s profile on SEDAR+ and at www.northwestcopper.ca

6 Report on Preliminary Feasibility and Financial Analysis of the Boundary Deposit, Tam Property, C.V Dyson, November 1974, internal report Union Miniere Explorations and Mining Corporation Limited (“UMEX”). The use of the term “reserves” in the UMEX estimation of mineralized material is a reproduction of the original terminology and does not reflect the current definition of the term “reserve” or imply that there are current reserves defined within the area. No information regarding the methods or parameters used to calculate the historical mineral resource estimate is available. The cut-off grade is not reported. The methods of estimation nor any statistical data are provided. The historical mineral resource was calculated prior to the implementation of the standards set forth in NI 43-101 and current CIM standards for mineral resource estimation.

7 lease see NorthWest’s press release dated July 24, 2023, under the Company’s profile on SEDAR+ and at www.northwestcopper.ca.

NorthWest Copper Corp. Management’s Discussion and Analysis

cultural interests. To encourage two-way dialogue, NorthWest has increased the frequency of our engagement and the quality of communication materials. The team also negotiated four new exploration agreements and implemented existing ones contributing to the local economies through contracting and employment. Relationships centered on respect and trust are critical to the future of NorthWest.

Summary of Activities

YTD and Recent Events

Rights Offering and Concurrent Private Placement

On November 27, 2023, the Company announced a rights offering and concurrent private placement. Pursuant to the rights offering, the Company offered holders (the “Shareholders) of common shares in the capital of NorthWest (the “NorthWest Shares”) at the close of business on the record date of December 5, 2023 (the “Record Date”) one (1) right for each six (6) NorthWest Shares held. Each one (1) right entitled the holder to subscribe for one NorthWest Share at the subscription price of $0.105 per NorthWest Share. On December 29, 2023, the Company closed the rights offering financing for aggregate proceeds of $873,225, consisting of 8,316,425 common shares of the Company.

Concurrently with the rights offering, the Company a concurrent private placement at a price of $0.105 per NorthWest Share for gross proceeds of up to $4,000,000 less the gross proceeds of the rights offering. The private placement financing closed in four tranches, between December 11, 2023, and January 24, 2024, for aggregate gross proceeds of $3,126,661 consisting of 29,777,726 common shares of the Company. In connection with the private placement the Company paid commissions totaling $11,273.

Election of New Board of Directors

On September 26, 2023, at the Company’s 2023 Annual General Meeting (“AGM”), shareholders elected six new Directors to the Company’s Board: Grant Sawiak, Braam Jonker, John Theobald, Maryantonett Flumian, Adam Manna, and Jim Steel, as well as incumbent Director Dave Moore. Following the meeting, Mr. Moore tendered his resignation from the Board, and on September 28, 2023, tendered his resignation as Interim President and CEO. Following Mr. Moore’s resignation, the Company announced Mr. Sawiak’s appointment as Executive Chair. Mr. Sawiak tendered his resignation as Executive Chair and resigned from the Board effective April 3, 2024. On April 25, 2024, the Company announced the appointment of Maryantonett Flumian as Chair of the Company’s Board of Directors.

Filing of Final Base Shelf Prospectus

On June 8, 2023, the Company announced the filing of its final short form base shelf prospectus allowing for the sale of Common Shares, Warrants, Subscription Receipts and Units of the Company (the “Securities”) in one or more series of issuances for aggregate gross proceeds of up to $50,000,000 for a period of 25 months following the filing. The base shelf prospectus, a normal course financing mechanism, provides the Company with financial flexibility and the capability to access capital markets quickly, when available, to fund its ongoing capital needs over the next two years. Securities may be offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more shelf prospectus supplement(s). Information regarding the use of proceeds from a sale of any securities will be included in the applicable shelf prospectus supplement(s).

Announced Results of Kwanika-Stardust PEA

On January 5, 2023, the Company announced the results of the preliminary economic assessment on its 100% owned Kwanika-Stardust Project comprising the Kwanika and Stardust deposits (the “2023 PEA”)[8] . This represents the first technical and economic evaluation of the combined deposits and outlined a robust project with manageable initial capital cost and multiple opportunities for project growth. NorthWest plans to continue to evaluate the possibility of infrastructure synergies with nearby deposits.

8 See NI 43-101 technical report titled “Kwanika-Stardust Project NI 43-101 Technical Report on Preliminary Economic Assessment” dated February 17, 2023, with an effective date of January 4, 2023, filed under the Company’s SEDAR+ profile at www.sedarplus.com.

NorthWest Copper Corp. Management’s Discussion and Analysis

The 2023 PEA outlines a project that proposes mining approximately 96 million tonnes (“Mt”) of millable material in a combination of open pit and underground operations from the Company’s 100% owned Kwanika and Stardust deposits. The 2023 PEA contemplates a 22,000 tonnes per day (“tpd”) process plant, producing high-quality copper concentrate with significant gold and silver by-product credits.

The 2023 PEA[9] describes Kwanika-Stardust as a unique project combining manageable initial capital with a significant Cu-Au production profile:

Peak copper equivalent (“CuEq”[10] ) production of 152.1 million pounds of copper (“Mlbs”) per year (year 6) and life of mine (“LOM”) CuEq average production of 90.6 Mlbs per year over 11.9 years;
Total LOM production of 694 Mlbs Cu, 803 koz Au, and 3,204 koz Ag (1,078 Mlbs CuEq)
Average cash operating costs[11] of US$1.58/lb CuEq (US$0.44/lb Cu on a by-product[12] basis);
Average all-in sustaining cost (“AISC”)[13] of US$2.01/lb CuEq (US$1.12/lb Cu on a by-product[14] basis);
Initial capital of C$567.9 M (US$438.5 M[15] ), with a construction period of two years; and
Attractive economics with NPV (7%) of C$440.1 M (US$339.8 M) and IRR of 17.1% pre-tax and NPV (7%) of C$215.0 M (US$166.0 M) and IRR of 12.7% after tax[16] .

NorthWest is committed to working collaboratively with First Nations to ensure that sound cultural and environmental practices based on sustainability and shared value are incorporated into any mine development proposals. Readers are directed to the section entitled “Summary of Projects” included within this MD&A for further information with respect to the 2023 PEA. See section below entitled “Non-GAAP Measures”.

Completed Financing

On February 3, 2023, the Company closed the first of two tranches of a private placement offering (the ”2023 Offering”) for aggregate proceeds of $4,332,730, consisting of 18,837,955 units (each a “Tranche 1 Unit”) at a price of $0.23 per Tranche 1 Unit. Each Tranche 1 Unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant, with each whole warrant exercisable to purchase one additional common share until February 3, 2025, at an exercise price of $0.30.

On February 9, 2023, the Company closed the second and final tranche of the 2023 Offering for aggregate proceeds of $726,600, consisting of 3,159,131 units (each a “Tranche 2 Unit”), at a price of $0.23 per Tranche 2 Unit. Each Tranche 2 Unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant, with each whole warrant exercisable to purchase one additional common share until February 9, 2025, at an exercise price of $0.30.

In total, the Company issued 21,997,086 units for aggregate proceeds of $5,059,330.

9 The 2023 PEA is preliminary in nature. It includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and the is no certainty that the 2023 PEA will be realized.

10 CuEq (lbs) = Cu (lbs) + (Au (koz) * Au ($/oz)) / Cu ($/lb) /1000 + (Ag (koz) * Ag ($/oz)) / Cu ($/lb) / 1000, US$3.63 Cu, US$1,650 Au, US$21.50 Ag

11 Cash operating cost on a Co-product basis, calculated with the following formula: (Site Operating Costs) / LOM CuEq (Mlbs), Site Operating Costs = C$23.04 (per tonne processed)95,607 kt0.77 (USD exchange rate).

12 Cash operating cost on a By-product basis, calculated with the following formula: (Site Operating Costs – LOM Gold Revenue – LOM Silver Revenue) / LOM Cu (Mlbs), LOM Gold Revenue = US$1,321.55M, LOM Silver Revenue = $US 68.53M.

13 AISC Co-product basis, calculated with the following formula: (Site Operating Costs + Treatment, Refining, Transport Costs+ Sustaining Capital + Closure Costs – Salvage Value) / LOM CuEq (Mlbs), Treatment, Refining, Transport Costs = US$220.96M, Sustaining Capital = C$282.46M*0.77, Closure Costs = US$32.26M, Salvage Value = US$1.89M.

14 AISC By-product basis, calculated with the following formula: (Site Operating Costs + Treatment, Refining, Transport, + Sustaining Capital + Closure Costs – Salvage Value – LOM Gold Revenue – LOM Silver Revenue) / LOM Cu (Mlbs)

15 2023 PEA exchange rate = 0.77 US$ per C$1.00

16 Economics calculated at US$3.63 Cu, US$1,650 Au and US$21.50 Ag

NorthWest Copper Corp. Management’s Discussion and Analysis

Summary of Projects

Kwanika-Stardust Project

Overview

The Kwanika property is located in North-Central British Columbia, in the Omineca Mining Division, around 140 km northwest (around 200 km by road) of Fort St. James. The Stardust property is located around 150 km north of Fort St. James in the Omineca Mining Division of north-central British Columbia.

NorthWest owns a 100% interest in both the Kwanika and Stardust properties. The Kwanika property comprises 59 unpatented mineral claims covering an area of 24,152.04 ha. The Stardust property encompasses 26 mineral claims covering 12,932.39 ha. Neither property is subject to any royalty terms, back-in rights, payments or any other agreements or encumbrances.

The Kwanika and Stardust properties lie within the territory of the Takla Lake Nation (Takla), with whom NorthWest holds an exploration agreement to conduct mineral exploration at Kwanika. NorthWest is currently working with Takla to renew an exploration agreement regarding Stardust and continues to engage and work with Takla to ensure exploration activities are conducted in a culturally and environmentally responsible and respectful manner.

Preliminary Economic Assessment

A preliminary economic assessment for the Kwanika-Stardust Project was announced in January 2023[17][.] The 2023 PEA includes capital and operating costs for a potential Kwanika-Stardust mine; as well as recovery assumptions, metal prices and a mine plan for the combined project. The 2023 PEA was completed by Ausenco and Mining Plus, using historical and the latest 2022 metallurgical testing data performed by SGS Minerals, ALS Metallurgy, Bureau Veritas Commodities, and Base Metallurgical Laboratories Ltd (“Base Met”). The 2023 PEA contains updated mineral resource estimates for both the Kwanika and Stardust deposits.

Table 1: 2023 PEA Economic Highlights

Base Case Economics	Units	Pre-Tax	After-tax
NPV(7%)	C$M	$440.10	$215.04
NPV(7%)18	US$M	$339.83	$166.05
IRR	%	17.1%	12.7%
Initial Capital	C$M	$567.90
SustainingCapital	C$M	$282.43
Growth Capital19	C$M	$493.27
Economic Assumptions	Units	Base Case
Copper	US$/lb	$3.63
Gold	US$/oz	$1,650.00
Silver	US$/oz	$21.50
Financial Metrics	Units	LOM
Average Annual Revenue	C$M	$425.70
Average Annual OperatingCosts	C$M	$185.03
Avg. Ann. Free Cash Flow(after tax)	C$M	$111.29

17 See NI 43-101 technical report titled “Kwanika-Stardust Project NI 43-101 Technical Report on Preliminary Economic Assessment” dated February 17, 2023, with an effective date of January 4, 2023, filed under the Company’s SEDAR+ profile at www.sedarplus.com.

18 2023 PEA Exchange rate: $0.77 US$ per C$1.00.

19 Growth Capital is capital associated with brining new areas of mineralized material into production – namely Kwanika underground block cave and Stardust underground.

NorthWest Copper Corp. Management’s Discussion and Analysis

The 2023 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the Kwanika- Stardust Project described in the 2023 PEA will be realized. Table 2 provides a summary of key operating metrics from the 2023 PEA:

Operating Statistics	Units	Avg. LOM
Mine Life	Years	11.9
Tonnes Processed	Ktpa	7,967.3
Strip Ratio20	W:O	1.79
Production (per year)
Copper	Mlbs	58.31
Gold	Koz	67.43
Silver	Koz	269.12
CuEq	Mlbs	90.56
Recoveries – Open Pit
Copper	%	84.3
Gold	%	60.0
Silver	%	57.8
Recoveries – Underground
Copper	%	89.7
Gold	%	71.4
Silver	%	70.3
Operating Costs
Cash Cost – Cu with by-products	US$/lb	$0.44
Cash Cost – CuEq	US$/lb	$1.58
AISC – Cu with by-products	US$/lb	$1.12
AISC – CuEq	US$/lb	$2.01

Table 2: Combined summary resource estimate

Kwanika Central
Open Pit	Economic Cut-Off US$/t 8.21	Classification	Tonnes (Mt)	Cu (%)	Au (g/t)	Ag (g/t)	Cu (Mlbs)	Au (koz)	Ag (koz)
		Measured	30.7	0.31	0.31	1.05	210.8	310.5	1,041.7
		Indicated	35.9	0.22	0.19	0.80	174.9	222.0	923.9
		M&I	66.6	0.26	0.25	0.92	385.7	532.5	1,965.6
		Inferred	4.1	0.15	0.15	0.58	13.8	20.1	77.3

20 Strip Ratio only accounts for the mineralized material and waste mined from the Kwanika Central open pit and the Kwanika South open pit. The strip ratios including mineralized material mined from underground is 0.91.

NorthWest Copper Corp. Management’s Discussion and Analysis

Underground	Economic Cut-Off US$/t	Classification	Tonnes (Mt)	Cu (%)	Au (g/t)	Ag (g/t)	Cu (Mlbs)	Au (koz)	Ag (koz)
	16.41	Measured	25.6	0.50	0.61	1.62	284.4	501.3	1,332.6
		Indicated	11.3	0.51	0.65	1.56	126.2	236.7	565.1
		M&I	36.8	0.51	0.62	1.60	410.6	738.0	1,897.8
		Inferred	-	-	-	-	-	-	-

Kwanika South
Open Pit	Economic Cut-Off US$/t	Classification	Tonnes (Mt)	Cu (%)	Au (g/t)	Ag (g/t)	Cu (Mlbs)	Au (koz)	Ag (koz)
	8.21	Inferred	25.4	0.28	0.06	1.68	155.0	52.4	1,373.9

Stardust
Underground	Economic Cut-Off US$/t	Class	Tonnes (Mt)	%Cu	g/t Au	g/t Ag	Cu (Mlbs)	Au (koz)	Ag (koz)
		Indicated	1.6	1.49	1.63	30.1	52.2	83.1	1,536.4
	88.00	Inferred	4.1	1.00	1.38	22.8	90.0	181.1	3,004.3

Notes to Mineral Resources

Mineral resources are not mineral reserves and do not have demonstrated economic viability.
The totals contained in the above table have been rounded. Rounding may cause some computational discrepancies.
Mineral resources are estimated consistent with CIM Definition Standards and reported in accordance with NI 43-101.
The quantity and grade of reported inferred mineral resources in the 2023 PEA are uncertain in nature and there has been insufficient exploration to define these inferred mineral resources as indicated mineral resources. However, it is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.
The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
The mineral resource estimate is reported with an effective date of January 4, 2023.

Kwanika Notes

The mineral resources have been compiled by Mr. Brian S. Hartman, M.S., P.Geo., Ridge Geoscience LLC, and subcontractor to Mining Plus. Mr. Hartman is a Registered Member of the Society for Mining, Metallurgy & Exploration, and a Practicing Member with Professional Geoscientists Ontario. Mr. Hartman has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a qualified person as defined by NI 43-101.
Kwanika Central Open Pit Mineral Resources are reported on an in-situ basis at an NSR of US$8.21 and constrained by an economic pit shell. Underground mineral resources are reported at an economic cut-off of US$16.41 and constrained by a conceptual block cave shape. Cut-offs are based on assumed prices of US$3.50/lb for copper, US$21.50/oz for silver, and US$1,650/oz for gold. Assumed metallurgical recoveries

NorthWest Copper Corp. Management’s Discussion and Analysis

are based on a set of recovery equations derived from recent metallurgical test work. Maximum recoveries were limited to 95% for Cu, 85% for Au and 72% for Ag. Milling plus G&A costs were assumed to be US$8.21/tonne, and underground mining and G&A costs are assumed to be US$8.20/tonne.

Kwanika South Open Pit mineral resources are reported on an in-situ basis at an economic cut-off of US$8.21 and constrained by an economic pit shell. Cut-offs are based on assumed prices of US$3.50/lb for copper, US$21.50/oz for silver, and US$1,650/oz for gold. Assumed metallurgical recoveries are based on a set of recovery equations derived from recent metallurgical test work. Maximum recoveries were limited to 95% for Cu, 85% for Au and 72% for Ag. Milling plus G&A costs were assumed to be US$8.21/tonne.

Stardust Notes

The mineral resources have been compiled by Mr. Ronald G. Simpson of GeoSim Services Inc. Mr. Simpson has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a Qualified Person as defined by NI 43-101.
The totals contained in the above table have been rounded. Rounding may cause some computational discrepancies.
Reasonable prospects for economic extraction were determined by applying a minimum mining width of 2.0 meters and excluding isolated blocks and clusters of blocks that would likely not be mineable.
The base case cut-off of US$88/t was determined based on metal prices of $1,650/oz gold. $21.50/oz silver and $3.50/lb copper, underground mining cost of US$64/t, transportation cost of US$6/t, processing cost of US$8.25/t, and G&A cost of US$9.75/t. Recovery formulas were based on recent metallurgical test results. Maximum recoveries were limited to 95% for Cu, 85% for Au and 72% for Ag.
Block tonnes were estimated using a density of 3.4 g/cm3 for mineralized material.
Six separate mineral domains models were used to constrain the estimate. The minimum width used for the wireframe models was 1.5 m.
For grade estimation, 2.0-meter composites were created within the zone boundaries using the best-fit method.
Capping values on composites were used to limit the impact of outliers. For Zone 102, gold was capped at 15 g/t, silver at 140 g/t and copper at 7.5%. For all other zones, gold was capped at 6 g/t, silver at 140 g/t and copper at 5%.
Grades were estimated using the inverse distance cubed method. Dynamic anisotropy was applied using trend surfaces from the vein models. A minimum of 3 and maximum of 12 composites were required for block grade estimation.
Blocks were classified based on drill spacing. Blocks falling within a drill spacing of 30m within Zones 2, 3, and 6 were initially assigned to the Indicated category. All other estimated blocks within a maximum search distance of 100 m were assigned to the Inferred category. Blocks were reclassified to eliminate isolated Indicated resources within inferred mineral resources.

The following qualified persons contributed to the 2023 PEA:

Cale DuBois, M.A.Sc, P.Eng , Mining Plus
Jason Blais, P.Eng., Mining Plus
John Caldbick, P.Eng., Mining Plus
Jonathan Cooper, M.Sc., P.Eng, Ausenco
Kevin Murray, P. Eng, Ausenco
Peter Mehrfert, P.Eng, Ausenco
Scott Elfen, Ausenco
Scott Weston, MSc., PGeo., Ausenco

NorthWest Copper Corp. Management’s Discussion and Analysis

Brian S. Hartman, M.S., P.Geo., Ridge Geoscience LLC
Ronald G. Simpson, GeoSim Services Inc.

Lorraine Project

Overview

The Lorraine Project is located approximately 280 km northwest of Prince George, BC, 50 km northwest of Germansen Landing and northwest of the Omineca Provincial Park and can be accessed via existing roads. The Lorraine Project can be accessed, via Fort St. James and Germansen Landing using a bush road off the Omineca Mining Road. The Lorraine Project can also be accessed along the Kemess Access Corridor from MacKenzie via logging haul roads along the Osilinka River and HaHa Creek to the west side of the Lorraine Project, where a 9.5 km trail was upgraded in 2004 to give access to the main Lorraine camp.

The Lorraine Project comprises 142 mineral claims covering a combined area of approximately 39,227 ha. The Lorraine Project is located in the Omineca Mining Division of central BC. The claims are all located on government (Crown) land.

The Lorraine mineral resource estimate (see below), outlined in the Upper Main, Lower Main and the Bishop Zones, occurs approximately 40 km north of Kwanika-Stardust. These mineralized zones are high grade and near surface. The Company plans to explore the possibility of processing mineralized material from Lorraine at a potential Kwanika-Stardust processing facility by undertaking transportation studies, metallurgical test work and further diamond drilling.

NorthWest, through its subsidiaries Sun Metals Corp. and Tsayta Resources Corporation previously held a 49% interest in the Lorraine Project. To consolidate ownership of the Lorraine Project, NorthWest’s subsidiaries, Sun Metals and Tsayta completed an acquisition agreement with Teck Resources Limited (“ Teck ”) on November 25, 2020, pursuant to which Sun Metals and Tsayta acquired Teck’s 51% joint venture interest in the Lorraine Project.

The Company now owns 100% of the Lorraine-Jajay claims and 90% of the adjacent Tam-Misty claims. Commander Resources Ltd. holds a 10% carried interest in the Tam-Misty claims. See Mineral Claims section below for further details regarding royalties and payments in regard to the Lorraine Project .

The Lorraine Project lies within the territories of Takla, Tsay Keh Dene and the Nak’azdli Whut’en Nation (Nak’azdli). NorthWest holds an exploration agreement to conduct mineral exploration with Tsay Keh Dene, is finalizing terms on an exploration agreement with Takla, and is currently working with Nak’azdli on establishing an exploration agreement. These agreements will frame the working relationship and provide guidance to support exploration activities which are conducted in a culturally and environmentally responsible and respectful manner.

Mineral Resource

On July 27, 2022, the Company announced a new updated mineral resource estimate for Lorraine[21] which incorporates the Upper Main, Lower Main and Bishop zones.

Table 1 – Summary of Indicated and Inferred Mineral Resources

		Grades	Grades
Resource Classification4	Tonnes (000s)
		Cu %	g/t Au

Indicated	12,952	0.55	0.16
Inferred	45,252	0.43	0.10

21 See NI 43-101 technical report titled “Lorraine Copper-Gold Project NI 43-101 Report & Mineral Resource Estimate Omineca Mining Division, B.C”, dated September 12, 2022, with an effective date of June 30, 2022, filed under the Company’s SEDAR+ profile at www.sedarplus.com

NorthWest Copper Corp. Management’s Discussion and Analysis

Table 2 - Indicated and Inferred Mineral Resources by Zone

Domain	Class4	Tonnes (000s)	Avg Cu Grade (pct)	Avg Au Grade (g/t)	Cu (‘000 lbs)	Au ('000 t. oz)
Bishop	Indicated	2,541	0.58	0.12	32,284	10
	Inferred	9,082	0.51	0.10	101,730	29
Lower Main	Indicated	3,828	0.45	0.15	38,342	18
	Inferred	21,282	0.38	0.07	179,032	49
Upper Main	Indicated	6,584	0.59	0.19	85,467	40
	Inferred	15,089	0.44	0.14	147,169	67
Total	Indicated	12,952	0.55	0.16	156,093	68
	Inferred	45,452	0.43	0.10	427,931	145

Notes:

Indicated and inferred mineral resources are not mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. There has been insufficient exploration to define the inferred resources tabulated above as an indicated or measured mineral resource, however, it is reasonably expected that the majority of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a mineral reserve in the future. The estimate of mineral resources may be materially affected by environmental, permitting, legal, marketing or other relevant issues. The mineral resources have been classified according to the CIM Definition Standards for Mineral Resources and Mineral Reserves (May, 2014).and CIM Estimation of Mineral Resources & Mineral Reserves Best Practices Guidelines (2019).
Cu Equivalent (CuEq) grade is based on 90% Cu recovery and 85% Au recovery. The conversion used for Au grade (g/t) to CuEq grade (%) is: Au (g/t) * 0.6493, at a price of Cu US$3.50/lb and Au US$1,650/oz.
The mineral resource estimate is constrained in an LG pit optimization utilizing Cu at US$3.50/lb, Au at US$1,650/oz, Mining at C$3.50/tonne, Processing and G&A at C$14.50/tonne, pit slopes at 45o and an exchange rate of 0.77.
Differences may occur in totals due to rounding.
The effective date of the mineral resource estimate is June 30, 2022.

The updated Lorraine mineral resource estimate was prepared by Mr. Michael Dufresne, M.Sc., P.Geol., P.Geo. President and Principal of APEX Geoscience Ltd. (APEX) and an independent qualified person for the purposes of Ni 43-101 with assistance from Mr. Deon Van der Heever of RockRidge Partnership & Associates with an effective date of June 30, 2022, and which replaces the previous historical, non-compliant Lorraine mineral resource estimate.

Table 3: Assumptions used for the Lerch-Grossman pit shell and reasonable prospects for eventual economic extraction.

Item	unit	value
Copper Price	USD/lb	$3.50
Gold Price	USD/oz	$1650.00
MiningCost	CAD/t	$3.50
Processing+ G&A	CAD/t	$14.50
USD – CAD Exchange Rate	-	0.77
Assumed Copper Recovery	%	90
Assumed Gold Recovery	%	85

East Niv Project

Overview

The Company acquired the East Niv Project by claim staking in 2018 and conducted a first pass field program. East Niv lies within Mesozoic volcanic rocks of the Stikine Terrane along the unconformity between the Upper Triassic

NorthWest Copper Corp. Management’s Discussion and Analysis

Takla and Early Jurassic Hazelton Groups and is located approximately 40 km SW of the Kemess Minesite, owned by Centerra Gold.

As a result of the first pass field program, in July 2021, the Company announced it had staked 16 additional claims, expanding the property size to 43,297 Hectares.

An inaugural 10-hole diamond drilling program by NorthWest in 2021 discovered the new East Niv porphyry coppergold-silver±molybdenum deposit. Porphyry alteration and sulphide mineralization were encountered in all 2021 holes and an 8-hole program in 2022 expanded the porphyry hydrothermal footprint to at least 4 km by 1.5 km, which remains open along strike, to depth, and to the southwest. Patterns of induced polarization chargeability anomalies, soil geochemical anomalies, and drilling results define a High-Grade Structural target at depth below the discovery area and a large Valley target to the southwest of the drilled area.

The SouthWest and Rockslide porphyry copper-gold targets occur within an approximately 4 km by 5 km area with high porphyry exploration potential in the southwestern part of the property. The targets are supported by several types of exploration surveys that produced induced polarization chargeability anomalies, soil and rock chip geochemical anomalies, a 99[th] percentile RGS stream sediment sample in a watershed that drains part of the target area, Aster hyperspectral alteration anomalies, and widespread colour anomalies created by pyrite in strongly altered rock.

The Company is actively pursuing the possibility of involving a strategic partner to continue advancing the East Niv project, in order to focus on the Kwanika-Stardust and Lorraine projects.

The East Niv Project lies within territories of Takla, Tsay Keh Dene, and the Nii Gyap Hereditary Chiefs of the Gitxsan Nation. NorthWest holds exploration agreements with these Nations and continues to engage with them on a regular basis to ensure exploration activities are conducted in a culturally and environmentally responsible and respectful manner.

Other Projects

NorthWest also holds a 100% interest in several other properties, including the Arjay, Croy-Bloom and Tchentlo properties, as well as an approximately 56.3% interest in one additional property in joint venture partnership with Fjordland Exploration Inc, and an option to acquire the Top Cat property.

The majority of the properties are located in the Quesnel Trough of British Columbia and eastern limb of the Stikine Terrane. The Quesnel Trough is host to the Kemess, Mt. Milligan, Mt. Polley, New Afton, and Copper Mountain porphyry copper-gold deposits.

Okeover Property

On March 11, 2022, the Company received 267,159 common shares from Alpha Copper Corp. (“ Alpha ”), a CSE-listed company (the “ Alpha Shares ”), representing the first payment under a property option agreement dated January 13, 2022, among Eastfield Resources Ltd., Alpha and the Company (the “ Option Agreement ”).

Pursuant to the terms of the Option Agreement, the issuance of additional shares with a value of $500,000 on or before March 11, 2023, was an obligation of Alpha upon entering into the Option Agreement. In March 2023, the Company received notice of termination from Alpha of the Option Agreement. The common shares with a value of $500,000 were not received, and in September 2023, the Company entered into a property sale agreement with Alpha, whereby Alpha will acquire a 100% interest in the Okeover property, subject to a 2% NSR to be retained by the Company (the “NSR Royalty”), by issuing common shares with a value of $500,000. On October 11, 2023, the Company completed the sale of the Okeover property to Alpha and received 5,675,369 common shares of Alpha with a fair value of $500,000. Subsequent to October 11, 2023, Alpha’s share price declined, and the common shares had a fair value of $141,884 at December 31, 2023.

NorthWest Copper Corp. Management’s Discussion and Analysis

Details of NorthWest’s property portfolio in British Columbia can be found on the Company’s website at www.northwestcopper.ca.

Selected Financial Information

Management is responsible for the Annual Financial Statements referred to in this MD&A and provides officers’ disclosure certifications filed to the Canadian provincial securities commissions. Although the Company’s Audit Committee reviews the Annual Financial Statements and MD&A and makes recommendations to the Company’s Board, it is the Board which has final approval of the Annual Financial Statements and this MD&A. The Annual Financial Statements for the year ended December 31, 2023, as well as the consolidated financial statements for the year ended December 31, 2022, and for the ten months ended December 31, 2021 have been prepared using accounting policies in compliance with IFRS Accounting Standards (“IFRS”) and interpretations of the IFRS Interpretations Committee (“IFRIC”) as issued by the International Accounting Standards Board (“IASB”). Our material accounting policy information is presented in Note 2 of the audited consolidated financial statements for the year ended December 31, 2023.

Results of Operations

The financial data presented below for the current and comparative periods was derived from the Annual Financial Statements. NorthWest raises its financing and incurs head office expenses in Canadian dollars and therefore, it has been determined to have a Canadian dollar functional currency. The Company conducts its business in a single operating segment which is the mineral exploration business in Canada. The Company’s exploration and evaluation assets are located in Canada.

The Company’s operations and levels of expenditure vary from year-to-year and quarter-to-quarter as exploration activity is conducted or curtailed, which impacts total expenses and net loss as the Company expenses expenditures associated with the ongoing exploration associated with its mineral property projects. Furthermore, the Company’s expenses and net loss can fluctuate depending on the extent and value of share-based payment awards during a period and the timing of recognition of flow-through share premiums.

	Year ended	Year ended	Ten months ended
Financial period ended:	December 31, 2023	December 31, 2022	December 31, 2021
	$	$	$
Total revenues	Nil	Nil	Nil
General and administrative expenses	(5,161,161)	(6,153,965)	(8,830,443)
Exploration and evaluation expenses	(1,719,083)	(21,355,661)	(6,970,571)
	(6,880,244)	(27,509,626)	(15,801,014)
Other(expense)income	(503,661)	6,079,718	(527,702)
Net loss and comprehensive loss
attributable to shareholders
Total	(7,383,905)	(21,429,908)	(16,328,716)
Basic and diluted lossper share	(0.04)	(0.14)	(0.13)

Year ended December 31, 2023, vs. Year Ended December 31, 2022

For the year ended December 31, 2023, the Company realized a net loss of $7.4 million, compared to the net loss of $21.4 million for the year ended December 31, 2022. Major variances are as follows:

During the year ended December 31, 2022, the Company commenced an extensive field exploration program, including drilling at the Kwanika-Stardust, East Niv and Lorraine projects. In 2023, the Company’s exploration work was primarily focused on analyzing the results of the 2022 program and planning for

NorthWest Copper Corp. Management’s Discussion and Analysis

future drill programs. As a result, the Company had significantly lower exploration and evaluation expenditures for the year ended December 31, 2023, of $1.7 million, compared to $21.4 million for the comparative period in 2022.

General and administrative expenses were $5.2 million for the year ended December 31, 2023, compared to $6.2 million for the year ended December 31, 2022, primarily resulting from:
(i) Share-based compensation expense, related to the granting and vesting of stock options, restricted share units (“RSUs”), and deferred share units (“DSUs”) decreased to $0.9 million for the year ended December 31, 2023, compared to an expense of $2.7 million for the year ended December 31, 2022, reflecting the reversal of expense in the current period that was recorded in prior periods relating to the forfeiture of unvested stock options and RSUs by departing employees, as well as a decreased number of options subject to vesting during the period, as compared to the year ended December 31, 2022. Stock options and RSUs granted to employees and consultants are generally subject to vesting restrictions over a three-year period with the corresponding share-based compensation expense being recognized over this period, while stock options granted to non-executive directors vest immediately on grant with the corresponding expenses recognized at the time of grant. Generally, share-based compensation expense should be expected to vary from period to period depending on several factors, including the number of stock option, RSU and DSU grants in a period, the fair value of options and RSUs granted, and the associated vesting provisions.
(ii) Professional fees increased to $1.6 million for the year ended December 31, 2023, from $0.4 million for the year ended December 31, 2022, primarily related to additional legal and advisory fees incurred in regard to the September 2023 AGM proxy contest.
(iii) Salaries and director fees decreased to $1.5 million for the year ended December 31, 2023, from $1.7 million for the year ended December 31, 2022. The decrease in the year ended December 31, 2023, primarily relates to lower corporate salaries and bonuses, partially offset by a termination payment to the Company’s former President and CEO in April 2023 of $0.2 million.
Other expense of $0.5 million for the year ended December 31, 2023, was comprised principally of a $0.4 million loss on marketable securities, as well as a $0.1 million impairment relating to capitalized acquisition costs of several non-material claims the Company does not intend to renew or has already allowed to lapse. Other income of $6.1 million for the year ended December 31, 2022, was comprised principally of income of $5.6 million from the recognition of the flow-through share premium during the period as qualifying expenditures were incurred, and a $0.8 million gain on the option of the Okeover property to Alpha. Such income in the comparative period was partially offset by a $0.1 million loss on the share of Kwanika Copper Corporation (“KCC”) expenditures incurred prior to obtaining control on February 23, 2022, and a $0.2 million loss on marketable securities.

Year ended December 31, 2022, vs. Ten Months Ended December 31, 2021

For the year ended December 31, 2022, the Company realized a net loss of $21.4 million, compared to the net loss of $16.3 million for ten months ended December 31, 2021. Major variances are as follows:

During the year ended December 31, 2022, the Company incurred $21.4 million on exploration activities at Kwanika, Stardust, East Niv, Lorraine, and other projects owned by the Company, compared to $7.0 million for the comparative period in 2021. In 2022 the Company commenced its exploration activities earlier and had an overall larger exploration budget than in 2021, including drill programs at four of the Company’s projects. 2022 expenditures include $1.1 million incurred on the 43-101 study at Lorraine and the 2023 PEA. The amount spent is higher than the forecast of $20.2 million primarily due to the significantly higher cost of fuel and consumables due to inflation. Additional staffing costs were required to execute the

NorthWest Copper Corp. Management’s Discussion and Analysis

Company’s exploration programs, and additional work was required in regard to the 2023 PEA and the Company drilled additional holes, following up on observed mineralization trends. Additionally, the Company implemented an artificial intelligence (“AI”) assisted core-logging pilot program, providing the Company with significantly improved real-time information in the field. The system collects high resolution photos, x-ray fluoresce (“XRF”), shortwave infrared, and Light Detection and Ranging data which can then be used for real time downhole geochemical plots, mineral maps, geotechnical logs and ultimately used in the Ai assisted auto logging algorithms. The pilot program demonstrated that the AI-assisted logging program collects very high quality geotechnical and geological data, and the auto logging algorithms do an excellent job at characterizing the different lithologies. NorthWest plans to add AI assisted core-logging into the standard workflow and expects it to create more efficiencies in the physical logging procedures as well as allowing for more informed real time decision making in the field.

Kwanika-Stardust

2022 planned exploration expenditures of $10.7 million were as follows:

$9.0 million in exploration drilling at Kwanika-Stardust, planned to include approximately 20,000 metres;
$0.8 million on the first combined NI 43-101 mineral resource estimate for the Kwanika-Stardust project; and
$0.9 million in geophysical 3D induced polarization (“IP”), Magnetotellurics (“MT”) and Airborne Electromagnetic (“EM”) surveys for additional drill hole targeting.

Total expenditures were $12.2 million on 2022 exploration activities (2021 - $0.9 million at Stardust), which included:

$9.8 million on field work, salaries, camp and other costs and 18,570 metres of diamond drilling at Kwanika -Stardust;
$1.0 million on the 2023 PEA for Kwanika-Stardust, which was announced in January 2023;
$1.3 million on geophysical 3D-IP, MT and Airborne EM and Magnetics surveys primarily at Kwanika; and
$0.1 million on AI assisted core-logging.

The Company commenced its 2022 drilling at Kwanika in March and at Stardust in June and completed 11,872 metres in 30 holes at Kwanika and 6,698 metres in 10 holes at Stardust. The 1,933.3 line-km of Airborne EM and magnetics survey was completed in May, with final data received shortly thereafter. The 57.4-line km of 3-D IP and MT was completed in late July with final data delivered in September including 3D-inversions. NorthWest’s exploration team is integrating the data into geological interpretation as well as reviewing for direct targeting of possible future drill holes.

East Niv

Planned 2022 exploration expenditures of $3.9 million were as follows:

$3.0 million in exploration drilling, planned to include approximately 3,400 metres; and
$0.9 million in geophysical IP and Airborne Magnetics surveys for targeting.

Total expenditures were $4.7 million on 2022 exploration activities (2021 - $3.5 million), which included:

$4.2 million on field work, including a mapping and sampling program, salaries, camp and other costs and 4,390 metres of diamond drilling; and
$0.4 million on geophysical 3D-IP and an Airborne Magnetics survey.

The Company commenced its 2022 drilling at East Niv in July for a total of 4,390 metres in 8 holes. NorthWest also conducted 1,260.0 line-km of an Airborne Magnetics survey, 31.1 line-km of ground-based IP surveys, 30 days of geological mapping and took an additional 745 soil samples and 205 surface rock

NorthWest Copper Corp. Management’s Discussion and Analysis

samples. The IP survey was completed in mid-August, with final results delivered in November and the results are being used to help support our geological interpretations as well as potential direct targeting.

Lorraine and Top Cat

Planned 2022 exploration expenditures of $4.9 million were as follows:

$3.6 million in proposed exploration drilling, planned to include approximately 4,800 metres;
$1.2 million in geophysical IP and EM surveys for 2022 and future drill hole targeting; and
$0.1 million on a NI 43-101 mineral resource estimate.

Total expenditures were $4.2 million on 2022 exploration activities (2021 - $1.8 million), which included:

$3.7 million of field work including surface geochemical sampling, mapping, prospecting, reestablishing access to the project for the 2022 drilling program, as well as salaries, camp and other costs and 2,867 metres of diamond drilling;
$0.3 million on an Airborne Magnetics Survey;
$0.1 million on a NI 43-101 mineral resource estimate; and
$0.1 million on AI assisted core-logging.

The Company commenced its 2022 drilling at Lorraine in mid-August and drilled a total of 2,867 metres in 7 holes. Additionally, the Company flew 501 line-km of airborne EM and magnetics, conducted 13 days of geological mapping, took 13 geochronology samples, 109 surface rock samples, 167 whole rock lithogeochemical samples, and 3,863 soil samples. NorthWest’s exploration team is integrating the data into geological interpretation as well as reviewing for direct targeting of possible future drill holes.

Other Projects

Planned 2022 exploration expenditures of $0.3 million were as follows:

$0.3 million in geophysical IP and Airborne Magnetics surveys at the Arjay project for potential future drill hole targeting.

Total expenditures were $0.2 million on 2022 exploration activities (2021 - $0.6 million), which included:

$0.2 million on 15 line-km of geophysical IP surveys and 578 line-km of Airborne EM surveys, and related salaries and camp costs at the Arjay project.

The Company completed the airborne EM and magnetics survey in early August and has received final results. The ground-based IP survey was completed at the end of August and NorthWest has received final results. The survey results are being used to help support our geological interpretation as well as potential direct targeting.

General and administrative expenses were $6.2 million for the year ended December 31, 2022, compared to $8.8 million for the ten months ended December 31, 2021, primarily resulting from:
(iv) Share-based compensation expense, related to the granting and vesting of stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”), decreased to $2.7 million for the year ended December 31, 2022, compared to $4.7 million for the ten months ended December 31, 2021, reflecting a decreased number of DSU grants and director option grants in the year ended December 31, 2022, compared to the comparative period in 2021. Stock options and RSUs granted to employees and consultants are subject to vesting restrictions over a three-year period with the corresponding sharebased compensation expense being recognized over this period, while stock options and DSUs granted to directors vest immediately on grant with the corresponding expenses recognized at the time of grant. Generally, share-based compensation expense should be expected to vary from period to period depending on several factors, including the number of stock option, RSU and DSU grants in a period and the associated vesting provisions.
(v) Salaries, management consulting and director fees decreased to $1.7 million for the year ended December 31, 2022, compared to $2.1 million for the ten months ended December 31, 2021, primarily

NorthWest Copper Corp. Management’s Discussion and Analysis

due to a termination payment in the comparative period to the Company’s former CEO and other payments to staff as a result of the merger with Sun Metals.

(vi) Professional fees and investor relations fees decreased to $0.4 million and $0.6 million for the year ended December 31, 2022, respectively, as compared to professional fees of $0.7 million and investor relations fees of $0.7 million in the ten months ended December 31, 2021, primarily as a result of additional corporate development activities in the prior period, including the impact of the merger with Sun Metals.
Other income of $6.1 million for the year ended December 31, 2022, was comprised principally of $5.6 million from the recognition of the flow-through share premium during the year as qualifying expenditures were incurred, and a $0.8 million gain on the option of the Okeover property to Alpha, partially offset by a $0.1 million loss on the share of KCC expenditures incurred prior to obtaining control on February 23, 2022 and a $0.2 million loss on the change in fair value of the Alpha Shares. In the ten-month period ended December 31, 2021, other expense of $0.5 million was principally comprised of the Company’s share of KCC’s equity loss of $3.2 million, partially offset by $2.7 million from the recognition of the flow-through share premium during the period as qualifying expenditures were incurred.

Additional disclosure concerning the Company’s exploration and evaluation expenses by property is provided in note 6 to the Company’s Annual Financial Statements which are available on the Company’s website or on its SEDAR+ profile at www.sedarplus.com.

Additional disclosure concerning the Company’s general and administrative expenses is provided in the Company’s Annual Financial Statements which are available on the Company’s website or on its profile on SEDAR+ at www.sedarplus.com.

Fourth Quarter Results

During the quarter ended December 31, 2023, the Company incurred a loss of $1.5 million as compared to a loss of $3.3 million during the comparative quarter. The most significant items contributing to this loss were exploration and evaluation expenditures of $0.2 million, non-cash share-based compensation expense of $0.2 million, salaries, management consulting and director fees of $0.1 million, professional fees of $0.2 million, a $0.4 million loss on marketable securities, and a $0.1 million impairment relating to capitalized acquisition costs of several non-material claims the Company does not intend to renew, or has already allowed to lapse. The primary cause of the reduced loss for the quarter ended December 31, 2023 as compared to the quarter ended December 31, 2022 was in relation to exploration and evaluation expenses which were lower by $1.6 million, consistent with the decrease seen in the annual exploration and evaluation expense for the year ended December 31, 2023 discussed above.

Financial Condition

Financial Condition
	December 31, 2023	December 31, 2022	December 31, 2021
Total assets	$ 81,076,195	$ 81,411,780	$ 93,924,671
Current liabilities	$ 1,236,258	$ 1,840,839	$ 7,056,693
Non-current liabilities	$327,500	$327,500	$243,317
No dividends were declared or paid nor are any contemplated.

Total assets remained relatively consistent, decreasing by $0.3 million. Decreases in total assets at December 31, 2023, arose from cash operating activities of $5.9 million, a reduction in payables of $0.5 million, and a reduction in the value of the Alpha marketable securities of $0.4 million. Cash operating activities includes exploration and evaluation activities, salaries, management consulting and director fees, investor relations fees, transfer agent and filing fees, office fees, and professional fees. The decreases were offset by the $5.1 million financing completed in February 2023, as well as the $0.9 million rights offering completed in December 2023 and tranches 1-3 of the private placement financing completed in December 2023 ($0.8 million).

NorthWest Copper Corp. Management’s Discussion and Analysis

Current liabilities at December 31, 2023, primarily decreased due to the reduction in payables of $0.5 million, mainly as a result of payment of December 31, 2022, payables in the current period and lower overall expenditure levels.

Summary of Quarterly Results

		Net loss for the	Total
		period attributable	comprehensive	Net loss per
Fiscalperiod ended	Revenues	to shareholders¹	loss for theperiod	share(basic)1
	$	$	$	$
December 31, 2023	Nil	(1,515,080)	(1,515,080)	(0.01)
September 30, 2023	Nil	(2,228,571)	(2,228,571)	(0.01)
June 30, 2023	Nil	(1,436,990)	(1,436,990)	(0.01)
March 31, 2023	Nil	(2,203,264)	(2,203,264)	(0.01)
December 31, 2022	Nil	(3,263,999)	(3,263,999)	(0.02)
September 30, 2022	Nil	(9,515,060)	(9,515,060)	(0.06)
June 30, 2022	Nil	(6,705,121)	(6,705,121)	(0.04)
March 31,2022	Nil	(1,945,730)	(1,945,730)	(0.01)

1Fully diluted per share amounts are not shown as the effect is anti-dilutive.

The Company’s net loss for the quarter ended December 31, 2023, decreased by $0.7 million compared to the net loss for the three months ended September 30, 2023, primarily due to:

A decrease of $0.2 million in exploration and evaluation expenditures in the current quarter, primarily due to a reduction in exploration staff, as well as field visits conducted at Lorraine, Kwanika-Stardust, and East Niv in the prior quarter.
A decrease of $0.1 million in share-based compensation expense in the current quarter, primarily due to as a decreased number of options, RSUs and DSUs subject to vesting during the current period.
A decrease in professional fees of $0.4 million due to legal and advisory fees relating to the AGM proxy contest in the prior quarter.
A decrease in salaries of $0.4 million, primarily related to the reversal of an accrual for a termination payment of $0.2 million to the Company’s former interim President and CEO during the current quarter.
The decreased loss is partially offset by a loss of $0.4 million on the Company’s marketable securities in the current quarter, as well as a $0.1 million impairment charge.

The Company’s net loss for the quarter ended September 30, 2023, increased by $0.8 million compared to the net loss for the three months ended June 30, 2023, primarily due to:

An increase of $0.1 million in exploration and evaluation expenditures in the current quarter, primarily due to field visits conducted at Lorraine, Kwanika-Stardust, and East Niv.
An increase of $0.6 million in share-based compensation expense in the current quarter, primarily due to the reversal of expense recorded in prior periods in the quarter ended June 30, 2023, relating to the forfeiture of unvested stock options and RSUs by departing employees, resulting in a recovery in the quarter ended June 30, 2023.
An increase in professional fees of $0.2 million due to legal and advisory fees relating to the AGM proxy contest.
The increase is partially offset by a decrease in salaries of $0.1 million during the quarter ended September 3, 2023, primarily related to a termination payment to the Company’s former President and CEO during the quarter ended June 30, 2023.

The Company’s net loss for the quarter ended June 30, 2023, decreased by $0.8 million compared to the net loss for the three months ended March 31, 2023, primarily due to:

NorthWest Copper Corp. Management’s Discussion and Analysis

A decrease of $0.4 million in exploration and evaluation expenditures in the current quarter, primarily due to the completion of lab analysis of the Company’s 2022 drilling in the three months ended March 31, 2023.
• A decrease of $0.8 million in share-based compensation expense in the current quarter, primarily due to the reversal of expense recorded in prior periods relating to the forfeiture of unvested stock options and RSUs by departing employees, resulting in a recovery in the quarter ended June 30, 2023.
The decrease is partially offset by an increase in professional fees of $0.4 million primarily related to additional legal and advisory fees incurred in regard to the AGM proxy contest, and an increase in salaries, management consulting and legal fees of $0.2 million primarily related to a termination payment to the Company’s former President and CEO in April 2023.

The Company’s net loss for the quarter ended March 31, 2023, decreased by $1.1 million compared to the net loss for the three months ended December 31, 2022, primarily due to:

A decrease of $1.0 million in exploration and evaluation expenditures in the current quarter, primarily due to the completion of drilling and field programs at Lorraine in October 2022.
The decrease is partially offset by the partial recovery of the flow-through premium in the prior quarter of $0.1 million relating to qualifying resource expenditures incurred during the quarter and a $0.1 million reduction in salaries, management consulting and director fee in the current quarter due to annual employee bonuses in the prior quarter.

The Company’s net loss for the quarter ended December 31, 2022, decreased by $6.3 million compared to the net loss for the three months ended September 30, 2022, primarily due to:

A decrease of $9.6 million in exploration and evaluation expenditures in the current quarter due to the completion of drilling and field programs at East Niv, Lorraine, Kwanika and Stardust.
The decrease is partially offset by the partial recovery of the flow-through premium in the current quarter of $0.1 million relating to qualifying resource expenditures incurred during the quarter, compared to $3.3 million in the previous quarter.

The Company’s net loss for the quarter ended September 30, 2022, increased by $2.8 million compared to the net loss for the three months ended June 30, 2022, primarily due to:

An increase of $4.5 million in exploration and evaluation expenditures in the current quarter due to the commencement of drilling at East Niv and Lorraine, as well as the continuation of drilling at Kwanika and Stardust.
A decrease in investor relations and professional fees of $0.1 million due to the streamlining of investor outreach activities and corporate development activities in the quarter.
The increase is partially offset by the partial recovery of the flow-through premium in the current quarter of $3.3 million relating to qualifying resource expenditures incurred during the quarter, compared to $1.9 million in the previous quarter.

The Company’s net loss for the quarter ended June 30, 2022, increased by $4.8 million compared to the net loss for the three months ended March 31, 2022, primarily due to:

An increase of $5.8 million in exploration and evaluation expenditures in the current quarter due to the ramping up of the drilling program at Kwanika and commencement of drilling at Stardust, as well as commencement of field activities at East Niv and Lorraine.
A decrease in share-based compensation expense of $0.4 million.
An increase in investor relations and professional fees of $0.1 million due to increased investor outreach activities and corporate development activities in the quarter.
The increase is partially offset by the partial recovery of the flow-through premium in the current quarter of $1.9 million relating to qualifying resource expenditures incurred during the quarter, compared to $0.3 million in the previous quarter.
The recognition in the prior quarter of a gain on the option of the Okeover property to Alpha of $0.8 million.

NorthWest Copper Corp. Management’s Discussion and Analysis

Cash Flows

Cash used in operating activities decreased by $18.7 million to $5.7 million for the year ended December 31, 2023, from $24.3 million in the year ended December 31, 2022, primarily due to higher exploration and evaluation expenditures in the prior period, partially offset by a net change in working capital accounts of $0.2 million in the current period, compared to $0.8 million in the comparative period. Cash provided by investing activities for the year ended December 31, 2023, was $51,480, compared to cash used in investing activities of $0.3 million in the comparative period. The increase is primarily due to the return of a reclamation deposit in the current period, compared to additional reclamation deposits made, as well as cash spent on the Company’s investment in KCC, in the prior period. Cash provided by financing activities increased by $5.1 million to $5.5 million for the year ended December 31, 2023, compared to $0.3 million for the year ended December 31, 2022, primarily due to the proceeds of a $5.1 million financing completed in February 2023 as well as tranche 1 and 2 of a private placement financing completed in December 2023 ($0.5 million), partially offset by option and warrant exercises in the comparative period which did not occur in the current year.

Liquidity and Capital Resources

The Company had a net loss of $7.4 million for the year ended December 31, 2023 (year ended December 31, 2023 - $21.4 million) and at December 31, 2023 had accumulated losses of $87.6 million (December 31, 2022 - $80.2 million) since inception, all of which indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The properties in which the Company currently has an interest are in the exploration and development stage. The Company has no revenue-producing operations and earns only minimal income through investment income on treasury, the proceeds from property option agreements, or as a result of the disposal of an exploration asset. The Company’s ability to continue as a going concern is dependent on its ability to raise sufficient funds through equity capital or borrowings to meet its expenditures and obligations. Although the Company has been successful in the past in raising funds to continue operations, there is no assurance it will be able to do so in the future. Failure to obtain additional funding on a timely basis may cause the Company to postpone exploration and/or evaluation plans or substantially reduce its operations. Circumstances that could impair the Company’s ability to raise additional funds, or ability to undertake transactions, are discussed in our AIF dated April 25, 2024, under the heading “Risk Factors”, as well as the “Business Risks and Uncertainties” section below. There is no assurance that we will be able to raise the necessary funds in the future. In particular, the Company’s access to capital and its liquidity is impacted by global macroeconomic trends, fluctuating commodity prices and general investor sentiment for the mining and metals industry. There are no known restrictions on the ability of our subsidiaries to transfer or return funds to the parent company. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On an ongoing basis, management evaluates and adjusts its planned level of activities, including planned exploration, development, permitting activities, and committed administrative costs, to ensure that adequate levels of working capital are maintained. As at the date of this MD&A, the Company’s working capital balance, being its current assets less its current liabilities, is approximately $2.2 million. Management believes that currently available funds are sufficient for base administrative costs, key exploration staff salaries and expenditures required to maintain mineral claims until the end of 2024, assuming no other factors change and with appropriate liquidity management. Additional details on the Company’s ability to fund further exploration and operations is set out above.

Outstanding Share Data

At December 31, 2023, there were 207,152,859 issued and fully paid common shares, and nil preferred shares. During the year ended December 31, 2023, the Company issued the following shares:

i) During the year ended December 31, 2023, 1,066,666 RSUs were exercised by employees and consultants and settled in common shares of the Company.
ii) During the year ended December 31, 2023, 600,000 DSUs were exercised by former Directors and settled in common shares of the Company.

NorthWest Copper Corp. Management’s Discussion and Analysis

iii) On February 3, 2023, the Company closed the first tranche of a private placement offering for aggregate proceeds of $4,332,730, consisting of 18,837,955 units at a price of $0.23 per unit. Each unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant, with each whole warrant exercisable to purchase one additional common share until February 3, 2025, at an exercise price of $0.30.
iv) On February 9, 2023, the Company closed the second and final tranche of a private placement offering for aggregate proceeds of $726,600, consisting of 3,159,131 units at a price of $0.23 per unit. Each unit consists of one common share of the Company and one-half of one nontransferable common share purchase warrant, with each whole warrant exercisable to purchase one additional common share until February 9, 2025, at an exercise price of $0.30. In connection with the private placement the Company paid commissions and legal fees totaling $27,216.
v) On July 31, 2023, the Company issued 150,000 shares with a fair value of $27,000 pursuant to the option agreement on the Top Cat project.
vi) On July 31, 2023, the Company issued 68,027 shares with a fair value of $12,500 pursuant to the option agreement on the Asitka claims.
vii) On December 11, 2023, the Company closed the first tranche of a private placement offering for aggregate gross proceeds of $225,251, consisting of 2,145,250 common shares of the Company which were issued on closing.
viii) On December 21, 2023, the Company closed the second tranche of a private placement offering for aggregate gross proceeds of $288,960, consisting of 2,752,000 common shares of the Company which were issued on closing.
ix) On December 29, 2023, the Company closed the third tranche of a private placement offering for aggregate gross proceeds of $297,000, consisting of 2,828,571 common shares of the Company which were issued on closing. At December 31, 2023, the proceeds of the third tranche were held in trust with the Company’s legal counsel and were received in January 2024. In connection with tranches 1-3 of the private placement the Company paid commissions totaling $11,273.
x) On December 29, 2023, the Company closed a rights offering financing for aggregate proceeds of $873,225, consisting of 8,316,425 common shares of the Company which were issued on closing. At December 31, 2023, the proceeds of the rights offering were held in trust with the Company’s transfer agent and were received in January 2024. The Company paid legal fees totaling $23,000 in regard to tranches 1-3 of the private placement and the rights offering.

At December 31, 2022, there were 167,228,834 issued and fully paid common shares, and nil preferred shares. During the year ended December 31, 2022, the Company issued the following shares:

i) On February 23, 2022, the Company issued 5,194,805 common shares with a fair value of $3,324,675 pursuant to the SPA with POSCO.
ii) On April 25, 2022, the Company issued 5,934,718 common shares with a value of $4,000,000 pursuant to the SPA with POSCO.
iii) On September 6, 2022, the Company issued 7,228,916 common shares with a value of $3,000,000 pursuant to the SPA with POSCO.
iv) On July 13, 2022, the Company issued 100,000 shares with a fair value of $25,500 pursuant to the option agreement on the Top Cat project.
v) On July 25, 2022, the Company issued 200,000 common shares as a result of a DSU exercise by a former Director.

NorthWest Copper Corp. Management’s Discussion and Analysis

vi) On October 18, 2022, the Company issued 46,568 common shares with a fair value of $12,500 pursuant to the Asitka option agreement.
vii) On November 25, 2022, the Company issued 2,136,752 common shares with a fair value of $500,000 pursuant to the agreement with Teck on the Lorraine project.
viii) During the year ended December 31, 2022, 475,000 stock options were exercised for gross proceeds of $153,300 and 552,446 warrants were exercised for gross proceeds of $287,272. The weighted average share price on the date the stock options were exercised during the period was $0.65 and the weighted average share price on the date the warrants were exercised during the period was $0.70.

As at April 25, 2024, the following common shares, stock options, share purchase warrants, RSUs and DSUs were outstanding:

ing:
	Quantity	Weighted average exerciseprice	Expiry date range
Shares	230,662,578	N/A	N/A
Stock Options	10,374,175	$ 0.62	September 6, 2024 - January 6, 2028
Warrants	10,998,548	$ 0.30	February 2, 2025 - February 9, 2025
RSUs	608,333	N/A	July 15, 2024 - January 28, 2025
DSUs	-	N/A	N/A

Significant Transactions with Related Parties

Related party balances

Oxygen Capital Corp (“Oxygen”) is a private company majority owned by two former directors, Sean Tetzlaff and one Mark O’Dea, and provided technical and administrative services to the Company under a Technical and Administrative Services Agreement dated September 1, 2021 (the “Oxygen Agreement”) at cost, including providing office facilities and other administrative functions. The 10-year lease the Company sublet from Oxygen (the “Lease”), ended on September 30, 2023, and the Company and Oxygen mutually gave notice to terminate the Oxygen Agreement, effective September 30, 2023. As at December 31, 2023, Oxygen no longer holds a security deposit on behalf of the Company (December 31, 2022 – a security deposit of $69,000 was recorded as a current deposit in the statement of financial position). Oxygen was considered a related party of the Company until September 26, 2023, when the final owner of Oxygen ceased to be a member of the Company’s board of directors.

During the year ended December 31, 2023, a total of $0.2 million was paid or accrued to Oxygen as a reimbursement of costs incurred by Oxygen on behalf of the Company (year ended December 31, 2022 – $0.3 million. As at December 31, 2023, the Company has a payable amount to Oxygen of $29,714 (December 31, 2022 – $25,961). This amount was paid subsequent to December 31, 2023.

Key management personnel compensation – paid or accrued

Key management includes the members of the former Board of Directors (from January 1 to September 26, 2023), the current Board of Directors (from September 26, 2023 to current), the President and Chief Executive Officer (from January 1 to April 25, 2023), the Interim President and Chief Executive Officer (from April 26, 2023 to September 28, 2023), the Chief Financial Officer, the Vice President, Exploration and the Vice President, Sustainability. The aggregate total compensation paid or payable to key management for services is as follows:

NorthWest Copper Corp. Management’s Discussion and Analysis

NorthWest Copper Corp. Management’s Discussion and Analysis
	Year Ended		Year Ended
	December 31,		December 31,
		2023		2022
Salaries	$	901,902	$	924,896
Termination payments		226,600		-
Director fees		300,833		316,667
Non-cash share-based payments		790,457		1,870,140
	$	2,219,792	$	3,111,703

Share-based payments are the fair value of options, RSUs and DSUs granted and vested to key management personnel. These amounts have been included in the table above. At December 31, 2023, director fees includes $145,833 of accrued fees to former directors and $78,750 of accrued fees to current directors, and salaries includes deferred salaries of $44,147. These amounts are included in trade payables and accrued liabilities at December 31, 2023. Subsequent to December 31, 2023, $67,500 of accrued fees to current directors was paid, as well as $27,897 of deferred salaries. At December 31, 2022, director fees includes $76,250 of accrued fees and salaries includes $85,938 of accrued employee bonuses, which were paid subsequent to December 31, 2022. Accounts payable at December 31, 2023, included $58,218 outstanding to a director of the Company in regard to costs incurred for the proxy contest. This amount was paid subsequent to December 31, 2023. Subsequent to December 31, 2023, the Company entered into an agreement to reimburse costs of $35,713 incurred in regard to the proxy contest by a shareholder of the Company and has made an offer to a shareholder to reimburse costs of approximately $90,000.

The Company is disputing a possible severance payment of $162,500, and has not recorded a related provision at December 31, 2023. No provision has been made in the financial statements with respect to the possible severance payment as Management does not consider that there is any probable loss.

Contractual Obligations

Technical and Administrative Services Agreement

The Company’s general and administrative costs, including office costs, with respect to its head office premises were paid by Oxygen pursuant to the Oxygen Agreement. The 10-year lease the Company sublet from Oxygen (the “Lease”), ended on September 30, 2023, and the Company and Oxygen mutually terminated the Oxygen Agreement, effective September 30, 2023.

During the year ended December 31, 2023, the Company paid Oxygen minimum lease payments of $87,588 associated with its head office lease and incurred $49,633 in variable lease payments (year ended December 31, 2022 - minimum lease payments of $116,792 and variable lease payments of $63,394).

Mineral Properties

The Company has non-material expenditure obligations on certain of its mineral properties to keep the mineral claims in good standing, which it expects to meet in 2024 with its exploration activities. These obligations are eliminated should the Company choose to no longer invest in exploration at the particular property.

(i) Lorraine Project

The Company’s subsidiary Sun Metals entered into an agreement with Teck Resources Limited (“Teck”) in November 2020 pursuant to which they acquired Teck’s 51% joint venture interest in the Lorraine Project. Pursuant to the terms of the Teck agreement, common shares with a fair value of $1,500,000 were issued to Teck between November 2020 and November 2022.

The Company may also make the following contingent milestone payments to Teck in either cash or common shares of the Company:

$500,000 upon a preliminary economic assessment;
$2,000,000 upon a feasibility study; and

NorthWest Copper Corp. Management’s Discussion and Analysis

$5,000,000 upon a construction decision.

The Lorraine Project is subject to the following royalties:

a) Pursuant to the terms of the acquisition, Teck has also retained a 1.0% NSR royalty on all claims that are not already burdened by a royalty and a 0.25% NSR royalty on all claims that are subject to the existing Tam-Misty royalties. Additionally, if NorthWest sells or options all or a portion of the property to a third party at any time during a 60-month period commencing from the date of the agreement, NorthWest will pay to Teck 20% of the sale proceeds, net of exploration expenses incurred on the property by NorthWest following closing.
b) The Tam-Misty royalty covers the historical Jan-Tam/Misty claims located along the west side of the current Lorraine Project. These 21 claims are covered by a 3% NSR royalty. The Tam-Misty royalty can be reduced to 1% by paying $1,000,000 per each 1% for a total of $2,000,000 dollars. An advanced royalty is due on these claims, which is capped at $500,000 total and will be deducted from future royalty payments or a buy down of the royalty. As of the effective the date of the Lorraine Technical Report, the full advance royalty of $500,000 has been paid.
c) Royalties over the historical Tam Project pursuant to a royalty agreement dated February 28, 1990. Any amounts to pay the royalty due pursuant to the royalty agreement may be deducted from the TamMisty royalty payments.
d) A 2% NSR royalty on the claims comprising the historical Lorraine and Dorothy properties pursuant to a back-in rights surrender agreement dated August 18, 2003. The royalty may be reduced to 1% by payment of $1,000,000.
e) A 2% NSR royalty on the Steelhead claims pursuant to a property purchase agreement dated May 27, 2002. Up to 1.5% of the NSR royalty may be purchased at any time for $500,000 per 0.5%.
f) A 2% NSR royalty on the Steele claims pursuant to an option agreement dated December 15, 1994, as amended November 6, 1997. The royalty may be reduced to 1% by payment of $1,000,000.

(iii) Top Cat Property

On July 12, 2019, the Company optioned a group of claims covering approximately 21,600 hectares in central British Columbia. The Company entered into an amendment to the option agreement dated July 19, 2023, to amend certain terms related to the fourth tranche cash payment. As a result of the amendment, the following cash payments totaling $185,000 were owing at December 31, 2023:

(i) $60,000 on or before February 1, 2024; and (ii) $125,000 on or before August 1, 2024.

Details of how the Company may earn a 100% interest, taking into account the option amendment agreement, are below:

Making staged cash payments totaling $350,000 over 5 years. On November 7, 2019, the Company issued 41,666 common shares at a fair value of $18,333 in lieu of a cash payment of $15,000 pursuant to the option agreement. As at the date of this MD&A, the Company has made cash payments totaling $210,000 pursuant to the option agreement.
Issuing a total of 750,000 common shares in stages over a 5-year period. As at the date of this MD&A, the Company has issued a total of 400,000 common shares pursuant to the option agreement.
Incurring a total of $1,250,000 in exploration expenditures over a 5-year period with a minimum of $100,000 to be spent before the first anniversary of the agreement, which minimum expenditure requirement was met prior to the first anniversary; and
Granting the optionors a 3% NSR on the property, subject to the Company’s right to purchase a 2% NSR for $2,000,000 at any time prior to the first anniversary of commercial production.
(iii) Asitka Claims

NorthWest Copper Corp. Management’s Discussion and Analysis

On September 13, 2022, the Company entered into an agreement to option the Asitka claims, located in British Columbia, and may earn a 100% interest, subject to a 1.5% NSR, by:

Making staged cash payments totaling $230,000 over 4 years;
Issuing common shares with a total fair value of $200,000 in stages over a 4-year period.

The Company is under no obligation to issue any of the common shares or make any cash payments. The Company can decide not to proceed with the option at any time. Subsequent to the agreement receiving all required approvals, on October 18, 2022, the Company made the first option payments, comprised of $10,000 and 46,568 common shares with a fair value of $12,500. On July 31, 2023, the Company issued the second option payments, comprised of $15,000 and 68,027 common shares with a fair value of $12,500.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as at December 31, 2023, or as at the date hereof.

Significant accounting judgments, estimates and assumptions

The preparation of consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during the year.

Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of exploration and evaluation assets, and property, plant and equipment if indicators of impairment are identified and the valuation of share-based payments.

For the year ended December 31, 2023, the Company impaired and wrote-off certain capitalized exploration and evaluation assets for several non-material claims for which the Company does not intend to renew or has allowed to lapse. There was no significant estimation or judgment required in making such assessment. There were no indicators of impairment identified with respect to the Company’s remaining exploration and evaluation assets at December 31, 2023. For the year ended December 31, 2023, there were no indicators of impairment identified with respect to the Company’s property, plant and equipment.

In order to compute the fair value of share-based payments, the Company uses the Black-Scholes option pricing model which inherently requires management to make various estimates and assumptions in relation to the expected life of the award, expected volatility, risk-free rate and forfeiture rates. Changes in any of these inputs could cause a significant change in the share-based compensation expense charged in the statement of loss and to equity reserves in a given period. Key assumptions with respect to the valuation of share-based payments are disclosed in Note 9 to the Annual Financial Statements.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the Annual Financial Statements are as follows:

i) Going concern
The Company’s assessment of its ability to continue as a going concern requires judgements about whether there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. Management has determined that the use of the going concern basis of accounting is appropriate and has disclosed material uncertainties in Note 1 to the Company’s Annual Financial Statements.
ii) Exploration and Evaluation Assets

NorthWest Copper Corp. Management’s Discussion and Analysis

The application of the Company’s accounting policy for exploration and evaluation assets and expenditures requires judgment to determine whether future economic benefits are likely, from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.

At the end of each reporting period, the Company assesses its exploration and evaluation assets to determine whether any indication of impairment exists. Judgment is required in determining whether indicators of impairment exist, including factors such as the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditure on further exploration and evaluation of exploration projects are budgeted and results of exploration and evaluation activities on the exploration and evaluation assets.

Resource exploration is a speculative business and involves a high degree of risk. There is no certainty that the expenditures made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of minerals. Exploration for mineral deposits involves risks which even a combination of professional evaluation and management experience may not eliminate. Significant expenditures are required to locate and estimate ore reserves, and further the development of a property. Capital expenditures to bring a property to a commercial production stage are also significant. There is no assurance the Company has, or will have, commercially viable ore bodies and there is no assurance that the Company will be able to arrange sufficient financing to bring ore bodies into production.

Financial instruments

The Company’s financial instruments consists of cash, short term investments, receivables, share subscriptions receivable marketable securities, deposits, and trade payables, with the carrying amounts presented in the statement of financial position approximating their respective fair values because of the relatively short-term nature of the instruments.

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.
Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company’s shares of Alpha Copper are classified as a financial instrument that is measured at fair value through profit and loss using Level 1 inputs as Alpha Copper is listed on the CSE market. The shares were recorded as a marketable security in the statement of financial position, with gains and losses resulting from the change in fair value recorded in the consolidated statement of loss for the period. Other than the impact of the change in Alpha’s share price, no factors affecting the fair value of Alpha shares in the time from the initial recognition to the date of sale were identified.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to credit risk on its cash, short-term investments, receivables,

NorthWest Copper Corp. Management’s Discussion and Analysis

share subscriptions receivable and deposits, the carrying value of such accounts in the statement of financial position being the Company’s maximum exposure to credit risk.

Cash and short-term investments are deposited in bank accounts at major banks in Canada for which there is low credit risk. As most of the Company’s cash and cash equivalents are held by one bank there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company’s share subscriptions receivable were held in trust with the Company’s legal counsel and transfer agent and received in full subsequent to year end.

The Company is also exposed to credit risk with respect to receivables and deposits. To reduce credit risk, the Company regularly reviews the collectability of its amounts receivable and establishes an allowance based on its best estimate of potentially uncollectible amounts. The Company historically has not had difficulty collecting its amounts receivable and has no provision for credit loss recorded at either December 31, 2023, or December 31, 2022. The Company’s deposits are with the government or financial institutions for reclamation and with a related party for which credit risk is assessed as low.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company aims to have sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from its ability to raise equity capital or borrowings sufficient funds and its holdings of cash and cash equivalents.

The Company's cash and short-term investments are liquid and available to meet the Company's ongoing obligations. The contractual maturities of the Company’s trade payables and accrued liabilities are less than one year, and the contractual maturities of the Company’s lease obligations are disclosed above. See sections above entitled “Liquidity and Capital Resources” and “Significant accounting judgments, estimates and assumptions”.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is primarily exposed to interest rate risk with respect to interest earned on cash. A 1% change in the interest rate during the year ended December 31, 2023, or the year ended December 31, 2022, would not have had a material impact on the Company.

Capital Management

The Company’s policy is, if permitted by market conditions, to maintain a strong capital base so as to support investor and creditor confidence and support future development of the business. The capital structure of the Company consists of equity, comprising share capital and reserves net of accumulated deficit. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can continue to explore its mineral property interests and continue its operations for the benefit of its shareholders. There were no changes in the Company’s approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

Legal Matters

NorthWest is not currently and was not at any time during the year ended December 31, 2023, party to, nor has any of its property interests been the subject of, any material legal proceedings or regulatory actions.

Subsequent Events Not Otherwise Described Herein

Other than disclosed above, the following items of significance occurred after December 31, 2023:

NorthWest Copper Corp. Management’s Discussion and Analysis

Share Capital Transactions

a) Subsequent to December 31, 2023, 1,457,814 RSUs were exercised by employees and consultants and settled in common shares of the Company.
b) Subsequent to December 31, 2023, 166,667 vested RSUs and 149,999 unvested RSUs granted to former employees and consultants expired and were forfeited, respectively.
c) Subsequent to December 31, 2023, 1,149,458 vested stock options and 483,334 unvested stock options granted to former employees, consultants, and directors expired and were forfeited, respectively.
d) On January 24, 2024, the Company closed the fourth and final tranche of the private placement announced on November 27, 2023, for aggregate gross proceeds of $2,315,450, consisting of 22,051,905 common shares of the Company.

Business Risks and Uncertainties

Additional information on risks and uncertainties related to NorthWest’s business is provided in the Company’s Annual Information Form dated April 25, 2024, under the heading “Risk Factors”. The Annual Information Form is available under the Company’s profile on SEDAR+ at www.sedarplus.com. In particular, there are currently significant uncertainties in capital markets impacting the availability of equity financing for the purposes of mineral exploration and development. There are also significant uncertainties relating to the global economy, political uncertainties and increasing geopolitical risk, increased volatility in the prices of gold, copper, other precious and base metals and other minerals, as well as increasing volatility in the foreign currency exchange markets which impact our business and may impact our ability to remain a going concern.

Non-GAAP Measures

This MD&A includes certain performance measures which are not specified, defined, or determined under generally accepted accounting principles (in the Company’s case, IFRS Accounting Standards, or “IFRS”).

These are common performance measures in the copper mining industry, but because they do not have any mandated standardized definitions, they may not be comparable to similar measures presented by other issuers. Accordingly, the Company uses such measures to provide additional information and readers should not consider them in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.

All-In Sustaining Costs (“AISC")

The Company has provided an AISC performance measure on a co-product and by-product basis to reflect all the expenditures that are required to produce a pound of copper equivalent and a pound of copper with by-products of gold and silver, respectively, from operations at the Kwanika-Stardust Project. While there is no standardized meaning of these measures across the industry, the Company’s definition conforms to the AISC definition as set out by the World Gold Council in its guidance dated November 14, 2018. The Company believes that these measures are useful to external users in assessing the operating performance and the Company’s ability to generate free cash flow from current operations. Upon commencing commercial production and reporting AISC, the Company will provide a reconciliation to IFRS figures then presented.

Cash Operating Cost

The Company has provided a cash operating cost measure on a co-product and by-product basis to reflect the site operating cost to produce a pound of copper equivalent and a pound of copper with by-products of gold and silver, respectively, from operations at the Kwanika-Stardust Project. While there is no standardized meaning of the measure across the industry, the Company believes that these measures are useful to external users in assessing operating performance. Upon commencing commercial production and reporting cash operating cost, the Company will provide a reconciliation to IFRS figures then presented.

NorthWest Copper Corp. Management’s Discussion and Analysis

Free Cash Flow

Free Cash Flow is a non-GAAP performance measure that is calculated as cash flows from operations net of cash flows invested in mineral property, plant, and equipment and exploration and evaluation assets. The Company believes that this measure is useful to the external users in assessing the Company’s ability to generate cash flows from its mineral projects.

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Disclosure controls and procedures (“DC&P”) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting (“ICFR”) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Venture issuer companies are not required to provide representations in the annual or interim filings relating to the establishment and maintenance of DC&P and ICFR, as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”). In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual or interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding the absence of misrepresentations and fair disclosure of financial information. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer (as defined in NI 52-109) to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of annual filings and other reports provided under securities legislation.

Controls and Procedures

In connection with NI 52-109 the CEO and CFO of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the Annual Financial Statements and respective accompanying MD&A as at December 31, 2023 (together the “Annual Filings”).

In contrast to the certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information, the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR+ at www.sedarplus.com.

Scientific and Technical Disclosure

The Company’s material properties for the purposes of applicable Canadian securities laws are the Kwanika-Stardust Project and the Lorraine Project. Unless otherwise indicated, NorthWest has prepared the technical information in this MD&A (“Technical Information”) based on information contained in the following technical reports:

“Kwanika-Stardust Project NI 43-101 Technical Report on Preliminary Economic Assessment” dated February 17, 2023, with an effective date of January 4, 2023, filed under the Company’s SEDAR+ profile at www.sedarplus.com.

“Lorraine Copper-Gold Project NI 43-101 Report & Mineral Resource Estimate Omineca Mining Division, B.C”, dated September 12, 2022, with an effective date of June 30, 2022, filed under the Company’s SEDAR+ profile at www.sedarplus.com (the “Lorraine Technical Report”).

NorthWest Copper Corp. Management’s Discussion and Analysis

The Technical Information was also based on information contained in news releases (available under the NorthWest company profile on SEDAR+ at www.sedarplus.com). These news releases are each intended to be read as a whole, and sections should not be read or relied upon out of context. The Technical Information is subject to the assumptions and qualifications contained in those news releases.

Certain of our news releases were in part prepared by or under the supervision of an independent qualified person. Readers are encouraged to review the full text of the news releases which qualifies the Technical Information. Readers are advised that mineral resources that are not mineral reserves do not have demonstrated economic viability. mineral resource estimates relating to Kwanika-Stardust and Lorraine are only estimates and no assurance can be given that any particular level of recovery of minerals will be realized or that an identified mineral resource will ever qualify as a commercially mineable or viable deposit which can be legally and economically exploited.

Readers are cautioned that the 2023 PEA and the Lorraine Technical Report are preliminary in nature and include inferred and indicated mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this will indeed occur. Further studies, including engineering and economics, are required (typically as a feasibility study) with regards to infrastructure and operational methodologies.

Cautionary Notes Regarding Forward-Looking Statements

This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. Except for statements of historical fact, information contained herein or incorporated by reference herein constitutes forward-looking statements and forward-looking information. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this MD&A includes, but is not limited to: the anticipated use of proceeds of the Rights Offering and Concurrent Private Placement; the Company’s ability to finance future operations; statements or information concerning the timing and availability of refunds related to various tax credits; future financial or operating performance of NorthWest and its business, operations, properties and the future price of copper, zinc, gold, silver and other metal prices; the potential quantity and/or grade of minerals; the potential size of a mineralized zone or potential expansion of mineralization; proposed exploration and development of NorthWest’s exploration property interests including potential size of budget and type of exploration being conducted; the timing and amount of estimated future production, costs of production and mine life of the various mineral projects of NorthWest; the interpretation and actual results of historical production and drill results at certain of our exploration properties, and the reliance on technical information provided by third parties; the timing and amount of estimated capital, operating and exploration expenditures, costs and timing of the development of new deposits and of future exploration, acquisition and development activities, estimated exploration budgets and timing of expenditures and community relations activities, requirements for additional capital; government regulation of exploration and mining operations; environmental risks and reclamation expenses, other claims or existing, pending or threatened litigation or other proceedings; title disputes; the ability to maintain exploration licenses for its properties in accordance with the requirements of applicable mining laws in Canada; limitations of insurance coverage, future issuances of common shares to satisfy obligations under any option and earn-in agreements or the acquisition of exploration properties and the timing and possible outcome of regulatory and permitting matters; exploration agreements with First Nations; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.

Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including among other things, future prices of copper, zinc, gold, silver, and other metal prices, changes in the worldwide price of other commodities such as coal, fuel and electricity fluctuations in resource prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental approvals and financing

NorthWest Copper Corp. Management’s Discussion and Analysis

on time, obtaining renewals for existing licenses and permits and obtaining required licenses and permits, labour stability, stability in market conditions, stability of relationship with joint venture partners; assumptions with respect to continued support from First Nations; availability of equipment, accuracy of any mineral resources, anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of NorthWest and there is no assurance they will prove to be correct.

Furthermore, such forward-looking statements and forward-looking information 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 future results, performance or achievements expressed or implied by such forward-looking statements or forward-looking information. Such factors include, among others; risks with respect to meeting applicable tax credit criteria; risks related to joint venture partners; risks related to the continued support of First Nations; continued availability of applicable tax credit programs; general business, economic, competitive, political, regulatory and social uncertainties; disruptions or changes in the credit or securities markets and market fluctuations in prices for the Company’s securities; judgement of management when exercising discretion in their use of proceeds from a financing; potential dilution of common share voting power or earnings per common share as a result of the exercise of stock options, RSUs or DSUs, future financings or future acquisitions financed by the issuance of equity; discrepancies between actual and estimated mineral resources; the Company is an exploration and development stage company with no history of pre-tax profit and no income from its operations and there can be no assurance that the Company’s operations will be profitable in the future; changes in project parameters as plans continue to be refined; changes in labour costs or other costs of production; possible variations of mineral grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry, including but not limited to environmental risks and hazards, caveins, pitwall failures, flooding, rock bursts and other acts of God or natural disasters or unfavourable operating conditions and losses; political instability, hostilities, insurrection or acts of war or terrorism; the speculative nature of mineral exploration and development, including the risk of diminishing quantities or grades of mineralization; the Company’s ability to renew existing licenses and permits or obtain required licenses and permits; changes in government legislation and regulation; fluctuations in commodity prices; requirements for future funding to satisfy contractual obligations and additional capital needs generally; changes or disruptions in market conditions; market price volatility; increased infrastructure and/or operating costs; reclamation costs; the Company has limited operating history and no history of earnings; reliance on a finite number of properties; limits of insurance coverage and uninsurable risk; contests over title to properties; environmental risks and hazards; limitations on the use of community water sources; the need to obtain and maintain licenses and permits and comply with laws and regulations or other regulatory requirements; competitive conditions in mineral exploration and mining business; the ability of the Company to retain its key management employees and shortages of skilled personnel and contractors; potential acquisitions and their integration with the Company’s current business; influence of third party stakeholders; risks of litigation; the Company’s system of internal controls; conflicts of interest; credit and/or liquidity risks; changes to the Company’s dividend policy; and the risks involved in the exploration, development and mining business generally. Although we have attempted to identify important factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those described in forward looking statements or forward-looking information, there may be other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended.

Forward-looking statements and forward-looking information contained herein are made as of the date of this MD&A and we disclaim any obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable law. There can be no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. All forward-looking statements and forward-looking information attributable to us is expressly qualified by these cautionary statements.

NorthWest Copper Corp. Management’s Discussion and Analysis

Additional Information

Additional information relating to NorthWest, including its AIF, is available on SEDAR+ at www.sedarplus.com. Additional information relating to NorthWest can also be obtained on the Company’s website at www.northwestcopper.ca.

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NorthWest Copper Corp. — Management Reports 2024

43866_rns_2024-04-25_963f3887-904e-44fb-a59b-5c4e82b9e996.pdf

Introduction and Forward-Looking Statements

Outlook

Kwanika-Stardust Project

Lorraine Project

North Omineca Projects (East Niv, Arjay, Croy-Bloom)

Summary of Activities

YTD and Recent Events

Rights Offering and Concurrent Private Placement

Election of New Board of Directors

Filing of Final Base Shelf Prospectus

Announced Results of Kwanika-Stardust PEA

Completed Financing

Summary of Projects

Kwanika-Stardust Project

Overview

Preliminary Economic Assessment

Notes to Mineral Resources

Kwanika Notes

Stardust Notes

Lorraine Project

Overview

Mineral Resource

East Niv Project

Overview

Other Projects

Okeover Property

Selected Financial Information

Results of Operations

Year ended December 31, 2023, vs. Year Ended December 31, 2022

Year ended December 31, 2022, vs. Ten Months Ended December 31, 2021

Kwanika-Stardust

East Niv

Lorraine and Top Cat

Other Projects

Fourth Quarter Results

Financial Condition

Summary of Quarterly Results

Cash Flows

Liquidity and Capital Resources

Outstanding Share Data

Significant Transactions with Related Parties

Related party balances

Key management personnel compensation – paid or accrued

Contractual Obligations

Technical and Administrative Services Agreement

Mineral Properties

(i) Lorraine Project

(iii) Top Cat Property

Off-Balance Sheet Arrangements

Significant accounting judgments, estimates and assumptions

Financial instruments

Credit risk

Liquidity risk

Interest rate risk

Capital Management

Legal Matters

Subsequent Events Not Otherwise Described Herein

Share Capital Transactions

Business Risks and Uncertainties

Non-GAAP Measures

All-In Sustaining Costs (“AISC")

Cash Operating Cost

Free Cash Flow

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Controls and Procedures

Scientific and Technical Disclosure

Cautionary Notes Regarding Forward-Looking Statements

Additional Information

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NorthWest Copper Corp. Management Reports 2024