WESTERN COPPER AND GOLD CORPORATION

15th Floor - 1040 W. Georgia Street

Vancouver, British Columbia V6E 4H1

Telephone:  (604) 684-9497
Facsimile:  (604) 669-2926

INFORMATION CIRCULAR

(As at April 22, 2020, except as indicated)

Western Copper and Gold Corporation ("Western", the "Issuer" or the "Company") is providing this Information Circular and a form of proxy in connection with management's solicitation of proxies for use at the annual general meeting (the "Meeting") of shareholders of the Company to be held on June 10, 2020 and at any adjournments or postponements thereof.  Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included.  The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact.  The Company will pay the cost of solicitation.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy.  The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided in the form of proxy or by executing a proxy in a form similar to the enclosed form.  A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders as of April 22, 2020 or duly appointed proxyholders are permitted to vote at the Meeting.  Common shares of the Company (the "Common Shares") represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. 

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting.  At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"), Proxy Department, 100 University Avenue, 8^th Floor, Toronto, Ontario, M5J 2Y1, using the methods set out in the form of proxy, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of Common Shares or duly appointed proxyholders are permitted to vote at the Meeting.  Most shareholders of the Company are "non-registered" shareholders because the Common Shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the Common Shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee").  If you purchased your Common Shares through a broker, you are likely a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular, the form of proxy and a notice (the "Notice-and-Access Notification") in the form required under the notice-and-access regime adopted by the Canadian Securities Administrators (see "Notice-and-Access" below), to the Nominees for distribution to non-registered holders. 

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting.  Common Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder.  The Nominees often have their own form of proxy mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order to ensure that your Common Shares are voted at the Meeting. 

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided.  Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as "non-objecting beneficial owners ("NOBOs").  Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as "objecting beneficial owners" ("OBOs").

The Company is not sending the Meeting materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting materials to the Nominees for distribution to NOBOs.

The Company intends to pay for Nominees to deliver the Meeting materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary to OBOs.

NOTICE-AND-ACCESS

The Company is sending this Information Circular to shareholders using notice-and-access as permitted by National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and NI 51-102 Continuous Disclosure Obligations.  The Meeting materials, including this Information Circular, are available on the Company's website at https://www.westerncopperandgold.com/events/agm-2020/ and will remain on the website for at least one full year from the date that the Meeting materials are posted on SEDAR.  The Meeting materials are also available under the Company's profile on SEDAR at www.sedar.com.

The Company will not use procedures known as "stratification" in relation to its use of the notice-and-access provisions in relation to the Meeting. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting. Shareholders will receive a Notice-and-Access Notification and a form of proxy or voting instruction form and may choose to receive a printed paper copy of the Information Circular.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised.  In addition to revocation in any other manner permitted by law, a registered shareholder, his or her attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date.  The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.  Only registered shareholders have the right to revoke a proxy.  Non-registered holders who wish to change their vote must, at least 7 days before the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Common Shares without par value of which 110,636,001 Common Shares are issued and outstanding as of April 22, 2020. Persons who are registered shareholders of Common Shares at the close of business on the record date of April 22, 2020 will be entitled to receive notice of, and vote at, the Meeting and will be entitled to one vote for each Common Share held.

To the knowledge of the directors and executive officers of the Company, no person beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all Common Shares of the Company.

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed.  In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Shareholder approval will be sought to fix the number of directors of the Company at six (6).

Management of the Company proposes to nominate each of the following persons for election as a director.  The proposed nominees in the list that follows are, in the opinion of the Company, well qualified to direct the Company's activities for the ensuing year and have confirmed their willingness to serve as directors, if elected. 

Information concerning such persons, as furnished by the individual nominees, is set out in the table below. All nominees were elected to the board of directors of the Company (the "Board") at the annual general meeting of shareholders held in 2019.

(1) The information as to country and province or state of residence, and principal occupation, not being within the knowledge of the Company, has been furnished by the respective nominees.

(2) Common Shares beneficially owned, controlled or directed, directly or indirectly, as at April 22, 2020 based upon information obtained from System for Electronic Disclosure by Insiders.  Unless otherwise indicated, such Common Shares are held directly.

(3) Member of Audit Committee.

(4) Member of Corporate Governance and Nominating Committee.

(5) Member of Compensation Committee.

(6) Mr. Vitton is a first-time nominee for election as a director of the Company.

(7) Mr. Vitton additionally holds 1,500,000 warrants exercisable at $0.85.

Dale Corman, B.Sc., P.Eng., was appointed Executive Chairman on February 1, 2016 after serving as the Company's Chairman and Chief Executive Officer since its inception in 2006.  Mr. Corman has been a director since 2006.

From 1995 to 2006, he was Chairman of the board of directors and Chief Executive Officer of Western Silver Corporation.  He has over 50 years' experience as a senior corporate officer of publicly listed companies in Canada and the United States, as well as extensive expertise in mineral and geothermal exploration and development, property evaluation and acquisition, project financing, and corporate management.  Mr. Corman received a B.S. in geology from Rensselaer Polytechnic Institute in Troy, New York, in 1961 and obtained Professional Engineer status in Ontario in 1972. 

Mr. Corman is a director of Spanish Mountain Gold [TSXV:SPA] and NorthIsle Copper and Gold Inc. [TSXV:NCX].

Archie Lang was appointed as a director in 2014. 

Mr. Lang is a life-long northerner with an expertise in economic development.  He is a former two-term elected member of the Yukon Legislative Assembly who was appointed as Minister of Energy Mines and Resources from 2002 to 2008, Minister of Highway and Public Works from 2008 to 2011, and Minister of Community Services from 2008 to 2011. Mr. Lang is experienced in developing and managing projects in consultation and partnership with all levels of government, including First Nations.

Mr. Lang's work in those Ministries provided him with in-depth knowledge of key issues surrounding the development of natural resources in the north.  During his tenure as Minister, Mr. Lang also assisted in managing the devolution of responsibility for these portfolios from Canada to Yukon and, in conjunction with the Federal Government of Canada and First Nations, implemented the Yukon Environmental and Socio-economic Assessment Act.

Klaus Zeitler, Ph.D., has served as a director since the Company's inception in 2006. 

Dr. Zeitler was the founder and CEO of Inmet Mining Corporation from 1987 to 1996. Dr. Zeitler was Senior Vice President of Teck Cominco Limited from 1997 to 2002, and previously was on the board of directors of Teck Corp. from 1981 to 1997 and Cominco Limited from 1986 to 1996.

Dr. Zeitler is currently a director and Executive Chairman of Amerigo Resources Ltd. [TSX:ARG] and the Chairman and a director of Rio2 Limited [TSXV:RIO].

Tara Christie, B.Sc., M.Sc., P.Eng., was appointed as director in April 2019.

Ms. Christie has over 20 years' experience in the exploration and mining business. Tara is currently the President and CEO of Banyan Gold Corp, and serves on the boards of Constantine Metal Resources Ltd (since 2006) and Klondike Gold Corp. She was formerly the President of privately owned Gimlex Gold Mines Ltd. (2006-2016), one the Yukon's largest placer mining operations. Ms. Christie has been a board member of PDAC, AMEBC and other industry associations and was a founding board member of the Yukon Environmental and Socio-Economic Assessment Board (2004-2016). She is active in non-profits and charities, including being President of a registered charity "Every Student, Every Day" that works to improve attendance in Yukon schools.  Ms. Christie has B.Sc. and M.Sc. degrees in Geotechnical Engineering from the University of British Columbia and is a registered professional engineer in BC and Yukon.

Kenneth Williamson, B.Sc., MBA, was appointed as director in April 2019.

Mr. Williamson is a professional director with over 40 years of experience in natural resources and investment banking, where his focus has been on capital markets and mergers and acquisitions. Mr. Williamson worked in the oil and gas sector before transitioning into investment banking at Midland Walwyn/Merrill Lynch Canada Inc. where he was Vice-Chairman of Investment Banking until 1998.

Mr. Williamson has held various positions on boards throughout his career, including Eicon Technology Corporation, Glamis Gold Ltd., BioteQ Environmental Technologies Inc., Uranium One Inc., BlackRock Ventures Inc., Quadra FNX Mining Ltd., Tahoe Resources Inc. and Goldcorp Inc. Mr. Williamson is a member of the National Association of Corporate Directors (NACD), Institute of Corporate Directors (ICD) and the Professional Engineers of Ontario (PEO).

Michael Vitton is a first-time nominee for election as a director of the Company.

Mr. Vitton is the former Executive Managing Director, Head, US Equity Sales, Bank of Montreal Capital Markets (BMO Capital Markets) where he originated and placed more than USD $200 billion through public and secondary offerings and M&A transactions across all sectors.

In the metals and mining sector Mr. Vitton, has acted as seed investor, lead/co-lead underwriter or in a M&A capacity in some of the most important deals in the metal resource sector including African Platinum Ltd., Arequipa Resources Ltd., Bema Gold Corp, Brancotte Resources, Comaplex Minerals Corp., Detour Gold Corp, Diamond Fields Resources Inc., Echo Bay Mines Ltd., Francisco Gold Corp., Franco-Nevada Corp., Gammon Gold Inc., Getchell Gold Corp., Golden Shamrock Mines Ltd., Guinor Resources Ltd., Hemlo Gold Mines Inc., Ivanhoe Mines Ltd., Meridian Gold Inc., MexGold Resources Inc., Minefinders Corporation Ltd., Moto Goldmines Ltd., New Gold Inc., Northern Orion Resources Inc., Osisko Mining Inc, Peru Copper Inc., Wheaton River Minerals Ltd., Randgold Resources Ltd., Rio Narcea Gold Mines Ltd., Skye Resources Inc., Semafo Inc., Sino Gold Mining Ltd., UrAsia Energy, UraMin Inc. among many others.

Mr. Vitton was also the co-founder of MMX Minerals e Metalicos SA (Brazil) ("MMX") and LLX Logistica SA (Brazil). MMX sold Minas Rio and Amapa assets to Anglo American Corporation for USD $5.5 billion in cash in December 2008, returning USD $8.8 billion in cash or stock distributions to MMX shareholders, offering six times return from IPO. LLX Logistica (Acu Port) was sold to EIG (Energy Infrastructure Group).

Recently, Mr. Vitton acted as seed investor and capital markets advisor to Newmarket Gold Inc., which was sold to Kirkland Lake Gold Ltd. for CAD $ 1 billion, combining to form a CAD $2.4 billion company. He acted as investor and capital markets advisor to ASX-listed Gold Road Resources Ltd., raising AUD $57 million, and bringing the Gruyere gold mine into production jointly with Gold Fields SA. Mr. Vitton is a partner and member of P5 Infrastructure, operating in partnership with EQT Infrastructure/CMA CGM, where EQT Infrastructure/P5 Infrastructure acquired 90% of Global Gateway South Terminal, a deep sea terminal in Long Beach Harbor, CA.

Mr. Vitton is a graduate of the University of Michigan Business School, former Seat Holder, NYSE, and former President, New York Society of Metals Analysts.

Mr. Vitton is currently a director of Premier Gold Mines Limited [TSX:PG].

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

No proposed director: 

a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer ("CEO"), or chief financial officer ("CFO") of any company (including the Company) that:

(i) was subject, while the proposed director was acting in the capacity of director, CEO or CFO, to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting as director, CEO, or CFO of such company; or

b) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Majority Voting Policy

The Board has adopted a policy which requires, in an uncontested election of directors, that any nominee in respect of whom a greater number of votes "withheld" than votes "for" are validly cast must promptly submit his or her offer of resignation to the Board.  The Company's Corporate Governance and Nominating Committee will consider such offer of resignation and will make a recommendation to the Board. 

The Board will take formal action on the Corporate Governance and Nominating Committee's recommendation no later than 90 days following the date of the applicable shareholders' meeting and will announce its decision via press release.  Absent exceptional circumstances, the Board will be expected to accept the resignation, which resignation will be effective on such date.  If the Board declines to accept the resignation, it will include in the press release the reason(s) for its decision.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Western is an exploration and development company directly engaged in advancing its Casino Project to production. The Casino deposit holds significant copper, gold, and molybdenum resources.  It is located in Yukon, Canada.

The Company operates in an industry where there is a competitive environment for qualified individuals. To be successful, Western must offer compensation that is competitive with other companies of similar size and structure.  Due to its small size and early stage of development (i.e. exploration and development), Western's process for determining executive compensation is relatively simple.  The Company's compensation program is not based on specific criteria or formal objectives.  The Company's Board relies primarily on internal discussion to set salary levels and determine discretionary awards.  The performance indicators used to assess executive officers are less structured than they might be in larger operating companies.  The Board believes that this process is appropriate given the Company's size and stage of development.

Role of the Compensation Committee

The Compensation Committee is appointed by the Board to assist the Board in fulfilling its responsibility to shareholders by reviewing and providing recommendations to the Board relating to human resource and compensation issues, including benefit plans. To determine compensation payable, including stock options, the Compensation Committee relies on its knowledge of compensation levels of directors, CEOs, and other senior management positions of companies of similar size and stage of development in the mineral exploration industry. When setting compensation, the Compensation Committee's goal is to provide sufficient compensation to attract and retain directors and senior management while taking into account the financial and other resources of the Company. 

The Compensation Committee is comprised of three independent directors who meet at least twice annually.  One or more of these meetings may occur within regular Board meetings.  Klaus Zeitler, the Chair of the Compensation Committee, has served on the committee since June 2007.  Archie Lang was appointed in January 2019.  Robert Gayton was appointed to the committee in August 2010.  As Dr. Gayton is not standing for re-election at the Meeting, the Board will consider appointing a new director to serve on the Compensation Committee following the Meeting. Each of these members has extensive experience in executive compensation through their current and previous roles as directors and/or officers of other companies.  The Board believes that the Compensation Committee collectively has the knowledge, experience and background required to fulfill its mandate. 

The members have the following skills and experience that enable them to make decisions on the suitability of the Company's compensation policies and practices:

• Klaus Zeitler - Dr. Zeitler has significant experience managing mining and mineral exploration companies as an executive and as a director.  In these roles, Dr. Zeitler has been responsible for the overall management of the companies, including the management of their human resources.

• Archie Lang - In addition to his work overseeing several ministries for the Yukon Government, Mr. Lang has owned and managed a number of businesses.  All of these activities required him to review, manage and understand compensation-related matters.

• Robert Gayton - Dr. Gayton has been a director of numerous publicly traded mining and mineral exploration companies.  In these roles, he has gained significant experience, including overseeing the management of executive compensation and human resources.

The Company has not retained a compensation consultant or advisor at any time since the Company's most recently completed financial year to assist the Board or the Compensation Committee in determining compensation for any of the Company's directors or executive officers.

Role of the Executive Officers

The Executive Chairman makes recommendations to the Compensation Committee regarding executive officer base salary adjustments, bonuses, and stock option grants.  The Executive Chairman also makes recommendations to the Compensation Committee regarding the participation in the Company's stock-based compensation plans and amendments to such plans, as necessary.

The Compensation Committee reviews the basis for these recommendations and can exercise its discretion in modifying any of the recommendations prior to making its recommendations to the Board.

Objectives and Overview of the Compensation Program

The objective of the Company's compensation program is to attract, retain, and motivate performance of members of senior management of a quality and nature that will enhance the growth and overall long-term value of the Company.

The following executive compensation principles guide the Company's overall compensation:

• compensation levels should be sufficiently competitive to facilitate recruitment and retention of experienced high caliber executives in the competitive mining industry, while being fair and reasonable to shareholders;

• the compensation program should align executives' long-term financial interests with those of the Company's shareholders by providing equity-based incentives; and 

• compensation should be transparent so that both executives and shareholders understand the executive compensation program.

Elements of Executive Compensation

During the financial year ended December 31, 2019, Western's executive compensation program consisted of the following elements:

• base salaries;

• bonuses;

• stock options; and

• other compensation, including perquisites such as medical benefits.

Western's strategy is to provide an overall competitive compensation package. The Company believes that to be competitive in its industry, an executive compensation package must consist of the above-noted elements.  The specific rationale and design of each of these elements are outlined in detail below.

For the remainder of this Compensation Discussion and Analysis, the individuals included in the Summary Compensation Table, below, are referred to as the "Named Executive Officers" or "NEOs".

Base Salaries

Base salaries are a key element of the Company's compensation package because they are the first base measure for comparison relative to peer groups.  Salaries are fixed and are used as the base to determine other elements of compensation and benefits.

The Board establishes salary levels based on what it determines to be competitive relative to the responsibilities associated with each position and its knowledge of comparable positions within the industry.  No formal benchmarking is performed. 

Bonuses

Bonuses are a variable element of compensation designed to reward the Company's Named Executive Officers for contributing to the overall value of the Company.  Bonuses are at the discretion of the Board.  The Board determines bonus awards through internal discussion, taking into account the overall performance of each NEO during the year and general market conditions.

Total of $40,600 was awarded in bonuses to NEOs during the financial year ended December 31, 2019, which was paid subsequent to the year ended December 31, 2019.  The Company awarded an aggregate of $34,800 bonuses to its NEOs during the financial year ended December 31, 2018.

Stock Options

Stock options are a variable and discretionary element of compensation intended to reward the NEOs for their contribution towards the Company's sustained growth and increases in the Company's share price.

The Company's stock option plan (the "Stock Option Plan") has been and will be used to provide stock options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the long-term operating performance of the Company.  In determining the number of stock options to be granted to the Named Executive Officers, the Board takes into account the number of stock options, if any, previously granted to each Named Executive Officer, and the exercise price of any outstanding stock options to closely align the interests of the Named Executive Officers with the interests of shareholders and to ensure that such grants are in accordance with the policies of the Toronto Stock Exchange (the "TSX").  The two-year vesting period of stock option awards ensures that executives have the incentive to increase the price of the Common Shares over a reasonable period of time.

The Company granted an aggregate of 675,000 stock options to its NEOs during the financial year ended December 31, 2019. The Company granted an aggregate of 975,000 stock options to its NEOs during the financial year ended December 31, 2018. Refer to the Summary Compensation Table herein for the list of stock options granted to the Named Executive Officers for the three (3) most recently completed financial years of the Company.

Other Compensation/Perquisites

The Company's executive employee benefit program may include benefits such as life, medical, dental and disability insurance, and parking privileges. Such benefits and perquisites are designed to be competitive with equivalent positions in comparable organizations in Canada.

Compensation Risk

The Board and its Committees have not conducted an evaluation of the implications of the risks associated with the Company's compensation policies and practices.

Hedging of Economic Risks in the Company's Securities

The Company has not adopted a policy to prohibit NEOs and directors from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by any NEO or director.

Performance Graph

The following performance graph illustrates the Company's cumulative total shareholder return over the five (5) most recently completed financial years compared to the return on a comparable investment in the S&P/TSX Composite Index, assuming an initial investment of $100.

Western's Common Share price has been more volatile than the S&P/TSX Composite Index over the five year period ending December 31, 2019.  A significant portion of NEO compensation is in the form of stock options.  This form of compensation is tied directly to Western's Common Share price.  NEOs only realize compensation from stock options when the Company's Common Share price appreciates. Compensation from stock option exercises has fluctuated significantly depending on Western's Common Share price at the time of exercise and the underlying stock option exercise price. Changes to NEO salaries are described in the "Summary Compensation Table", below.

SCHEDULE B - BOARD OF DIRECTORS MANDATE

A. INTRODUCTION AND PURPOSE

1. The Board of Directors' (the "Board") primary responsibility is to foster the long-term success of the Corporation as consistent with the Board's fiduciary responsibility to the shareholders to maximize shareholder value.

2. The Board of Directors has plenary power.  Any responsibility not delegated to management or a committee of the Board remains with the Board.  This mandate is prepared to assist the Board and management in clarifying responsibilities and ensuring effective communication between the Board and management.

B. COMPOSITION AND BOARD ORGANIZATION

1. The Board shall be composed of not fewer than three directors and not more than the maximum number of directors allowed by the articles of the Corporation.  The specific number of directors shall be set by the Board each year.  The majority of the directors shall be independent directors.

2. Nominees for directors are initially considered and recommended by the Corporate Governance and Nominating Committee of the Board. 

3. The Board shall meet at least four times each year.  The Chair may call additional meetings as required.  In addition, a meeting may be called by the President or Chief Executive Officer ("CEO"), any member of the Board or as otherwise provided by law.

4. The independent directors will meet on a regularly scheduled basis at which non-independent directors and member of management are not in attendance [NP 58-201, s. 3.3].

5. The Board shall have the right to determine who shall and who shall not be present at any time during at Board meeting.  Members of senior management of the Corporation are expected to be available to attend the Board's meetings or portions thereof.

6. Certain of the responsibilities of the Board referred to herein may be delegated to committees of the Board.  The responsibility of those committees will be as set forth in their charters, as approved by the Board and amended from time to time.

C. DUTIES AND RESPONSIBILITIES

Managing the Affairs of the Board

1. The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself.  Certain of the legal obligations of the Board are described in detail in Section D.  Subject to these legal obligations and to the Articles and By-laws of the Corporation, the Board retains the responsibility for managing its own affairs, including:

a. Planning its composition and size [NP 58-201, s. 3.12];

b. Nominating candidates for election to the Board;

c. Appointing committees and approving their respective charters and the limits of authority delegated to each committee;

d. Determining director compensation

e. Approving and directing the implementation of corporate governance practices and procedures aimed at having independent, informed oversight by Board members of management and management's conduct of the business of the Corporation and its subsidiaries, including the approval of the mandate for the Board and its committees [NP 58-201, s. 3.4(g)];

f. Assessing the effectiveness of the Board, committees and directors in fulfilling their responsibilities [NP 58-201, s. 3.18].

Management and Human Resources

2. The Board has the responsibility for:

a. The appointment and succession of the CEO and monitoring CEO performance, approving CEO compensation and providing advice and counsel to the CEO in the execution of the CEO's duties [NP58-201, s. 3.4(d)];

b. Approving a position description for the CEO [NP58-201, s. 3.5];

c. Reviewing CEO performance at least annually, against agreed-upon objectives;

d. Monitoring compliance with the Corporations' Code of Business Conduct, including the granting of waivers for the benefit of directors or officers of the Corporation [NP 58-201, s. 3.9];

e. To the extent possible, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers evoke a culture of integrity throughout the organization [NP58-201, s. 3.4(a)];

f. Approving decisions relating to senior management, including the:

i) Appointment and discharge of officers of the Corporation and members of the senior leadership team;

ii) Acceptance by the executive officers of outside directorships or trusteeships on public and private companies or entities (other than not-for-profit organizations);

iii) Annual Corporation performance objective utilized in determining incentive compensation or other awards to officers; and

iv) Employment contracts, termination and other special arrangements with executive officers, or other employee groups if such action is likely to have a subsequent material impact on the Corporation or its basic human resource and compensation policies.

g. Taking all reasonable steps to ensure succession planning programs are in place, including programs to train and develop management [NP58-201, s. 3.4(d)];

h. Approving certain matters relating to employees, as applicable, including:

i) the annual salary policy/program for employees;

ii) new benefit programs or changes to existing programs that would create a change in cost to the Corporation annually; and

iii) Material benefits granted to retiring employees outside of benefits received under approved benefit programs.

Strategy and Plans

3. The Board has the responsibility to:

a. Adopt a strategic planning process and, at least annually, approve the Corporation's strategic plan which takes into account, among other things, the opportunities, risks and ethics of the business [NP58-201, s. 3.4(b)];

b. Approve capital and expenditure budgets and related operating plans;

c. Approve financial and operating objectives used in determining compensation;

d. Approve material divestitures and acquisitions; and

e. Monitor management's achievements in implementing the Corporation's strategies and objectives, in light of changing circumstances.

Financial and Corporate Issues

4. The Board has the responsibility to:

a. Take reasonable steps to ensure the implementation and integrity of the Corporation's internal control and management information systems [NP58-201, s. 3.4(f)];

b. Monitor operational and financial results;

c. Review and approve the annual financial statements and management's discussion and analysis for the Corporation;

d. Review and approve the unaudited interim financial statements and management's discussion and analysis for the Corporation, if such task has not been delegated to the Audit Committee;

e. Approve the disclosure included in the Management Proxy Circular, information circular, Annual Information Form and documents incorporated by reference therein;

f. Declare dividends to shareholders, if applicable;

g. Approve financings , changes in authorized capital, issue and repurchase of securities, issue of debt securities, listing of shares and other securities, issue of commercial paper, and related prospectuses and trust indentures;

h. Recommend appointment of external auditors;

i. Approve banking resolutions and significant changes in banking relationships;

j. Approve appointments, or material changes in relationships with corporate trustees;

k. Approve contracts, leases and other arrangements or commitments that may have a material impact on the Corporation;

l. Approve spending authority guidelines; and

m. Approve the commencement or settlement of litigation that may have a material impact on the Corporation.

Business and Risk Management

5. The Board has the responsibility to:

a. Take all reasonable steps to ensure that management has identified the principal risks of the Corporation's business and implemented appropriate systems to manage these risks [NP58-201, s. 3.4(c)];

b. Receive, at least annually, reports from management on matters relating to, among others, ethical conduct and employee health and safety; and

c. Review insurance coverage of significant business risks and uncertainties.

Policies and Procedures

6. The Board has a responsibility to:

a. Monitor compliance with all significant policies and procedures by which the Corporation is operated; and

b. Review significant new corporate policies or material amendments to existing policies (including, for example, policies regarding business conduct, conflict of interest and the environment).

Compliance Reporting and Corporate Communications

7. The Board has the responsibility to:

a. Take all reasonable steps to ensure the Corporation has in place effective communication processes with shareholders and other stakeholders and financial, regulatory and other recipients [NP58-201, s. 3.4(e) and (i)];

b. Approve interaction with shareholders on all items requiring shareholder approval;

c. Take all reasonable steps to ensure that the financial performance of the Corporation is adequately reported to shareholders, other securities holders and regulators on a timely and regular basis;

d. Take all reasonable steps to ensure that financial results are reported fairly and in accordance with generally accepted accounting principles; and

e. Report annually to shareholders on the Board's stewardship for the preceding year.

Orientation and Continuing Education

8. The Board has the responsibility to:

a. Ensure that all new directors receive a comprehensive orientation respecting the nature and operation of the Corporation's business as well as the role of the Board and its committees and the contribution which individual directors are expected to make [NP58-201, s. 3.6];

b. Ensure that directors are provided with continuing education opportunities so that directors may maintain or enhance their skills and abilities as directors as well as ensure that their knowledge and understanding of the Corporation's business remains current [NP58-201, s. 3.7];

D. GENERAL LEGAL OBLIGATIONS OF THE BOARD OF DIRECTORS

1. The Board is responsible for

a. Directing management to ensure legal requirements have been met and documents and records have been properly prepared, approved and maintained;

b. Approving changes in the By-laws and Articles of incorporation, and any matters requiring shareholder approval and agendas for shareholder meetings;

c. Approving the Corporation's legal structure and vision statement;

d. Taking all reasonable steps to ensure compliance with all material legal requirements applicable to the Corporation, including, but without limitation, corporate and securities law; and

e. Performing such functions as it reserves to itself or which cannot, by law, be delegated to Committees or the Board or to management.

E. EXPECTATIONS OF THE BOARD OF DIRECTORS

1. Each Board member is expected to:

a. Allow sufficient time to review meeting materials;

b. Be prepared for Board meetings;

c. Attend most, if not all, Board meetings and applicable meetings of committees of the Board;

d. Be a team member during important periods in the Corporation's growth and transition;

e. Respect and adhere to the Corporation's Code of Conduct and promote its corporate values including innovation, entrepreneurship, respect for others, risk-taking and being a team player;

f. Have a deep interest in the Corporation's business and demonstrate business savvy;

g. Be clearly aligned with and represent and protect the interest of all shareholders;

h. Have prudent financial judgment at all times;

i. Devote time to the position, both inside and outside the boardroom;

j. Set aside his or her personal agenda and diligently seek to improve his or her own effectiveness through consideration for others on the Board, management, employees and associated business community;

k. Be compatible but forthright and speak up regarding management's assumptions;

l. Aspire to be admired by fellow directors for courage, integrity, and consensus building skills;

m. Serve to improve overall Board performance by assisting to identify critical success indicators and create measurement tools; and

n. Invest in the Corporation as designated by the Board.

F. REVIEW

1. The Board will review these terms of reference at least annually or, where circumstances warrant, at such shorter interval as is necessary, to determine if further additions, deletions or other amendments are required.