NorthWest Copper Corp. — Proxy Solicitation & Information Statement 2022

May 24, 2022

==> picture [197 x 35] intentionally omitted <==

Notice of Availability of Proxy Materials for NORTHWEST COPPER CORP. Annual General Meeting

Meeting Date and Time: Friday, June 24, 2022 at 10:00 a.m. (Vancouver time)

Location: https://web.lumiagm.com/276-728-236

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

https://northwestcopper.ca/investors/agm-materials/

OR

www.sedar.com

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by Wednesday, June 15, 2022 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

1. Fixing the Number of Directors – See “ Particulars of Matters to be Acted Upon – Fixing the Number of Directors ”

2. Election of Directors – See “ Particulars of Matters to be Acted Upon – Election of Directors ”

3. Appointment and Remuneration of Auditor – See “ Particulars of Matters to be Acted Upon – Appointment and Remuneration of Auditor ”

4. Re-Approval of Stock Option Plan – See “ Particulars of Matters to be Acted Upon – Re-Approval of Stock Option Plan ”

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 10:00 a.m. (Vancouver time) on June 22, 2022.

Stratification

The Company will arrange to mail paper copies of the Management Information Circular to those registered shareholders and non-registered shareholders who have existing instructions on their account to receive paper copies of the Company’s proxy-related materials.

Annual Financial Statements

The Company is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.