NorthWest Copper Corp. (TSXV:NWST) entered into an agreement to acquire remaining 31.02% interest in Kwanika Copper Corporation from Posco International Corporation (KOSE:A047050) for CAD 11 million on December 28, 2021. Pursuant to the terms of the transaction, NorthWest will issue to POSCO a total of CAD 11 million in consideration shares in three tranches over a period of approximately four months. Tranche 1 shares include 5,194,805 consideration shares, having a deemed value equal to CAD 4 million. Tranche 2 shares means the number of Consideration Shares as is equal to CAD 4 million divided by the VWAP, as at and including the last trading day prior to the issuance of the Tranche 2 Shares. Tranche 3 Shares means the number of Consideration Shares as is equal to CAD 3 million divided by the VWAP, as at and including the last trading day prior to the issuance of the Tranche 3 Shares. At the First Closing Posco International shall sell and transfer and NorthWest shall purchase, 3,070,982 Company Shares. At the Second Closing Posco International shall sell and transfer and NorthWest shall purchase, 3,070,982 Company Shares. At the Third Closing Posco International shall sell and transfer and NorthWest shall purchase, 2,303,236 Company Shares. As part of the Tranche 1 closing, NorthWest issued 5,194,805 Consideration Shares to POSCO. The final tranche is expected to be issued by June 2022. As of April 14, 2022 on February 23, 2022, NorthWest Copper Corp. completed the first issuance of shares (“Tranche 1”) to POSCO pursuant to the SPA and issued 5,194,805 common shares to POSCO. At closing of the transaction, KCC will become a wholly-owned subsidiary of NorthWest.On April 25, 2022, the Company completed the second issuance of shares (“Tranche 2”) to POSCO pursuant to the SPA by issuing 5,934,718 common shares with a fair value of CAD 4,000,000. The close of the final tranche is pending Korean government approval, expected to be received in Q3 2022. As of September 7, 2022, as part of the Tranche 3 closing, NorthWest issued 7,228,916 Consideration Shares to POSCO.
The transaction is subject to approval by Regulatory Board. As of February 24, 2022, the transaction has received approval by the TSX Venture Exchange. The Board of Directors of Kwanika Copper has approved the transfer of the Purchased Shares. Sven O. Milelli of McCarthy Tétrault LLP acted as legal advisor to Posco International Corporation and Jeff Durno of Cassels Brock & Blackwell LLP acted as legal advisor to NorthWest Copper in this transaction.

NorthWest Copper Corp. (TSXV:NWST) completed the acquisition of remaining 31.02% interest in Kwanika Copper Corporation from Posco International Corporation (KOSE:A047050) on September 7, 2022.