FORM 51‐102F3
MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
Western Copper and Gold Corporation (the "Company")
15th Floor, 1040 West Georgia Street
Vancouver, BC V6E 4H1
ITEM 2. DATE OF MATERIAL CHANGE
February 21, 2020 and February 28, 2020
ITEM 3. NEWS RELEASES
Issued on February 21, 2020 and February 28, 2020, respectively, and distributed through the facilities of Canada Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
ITEM 4. SUMMARY OF MATERIAL CHANGE
On February 21, 2020, the Company announced that strategic investor, Michael Vitton, had agreed to purchase 3,000,000 units (the "Units") at a price of $0.65 per Unit to raise gross proceeds of up to $1.95 million on a private placement basis (the "Private Placement").
On February 28, 2020, the Company announced the completion of the Private Placement. Each Unit consists of one common share in the capital of the Company (a "Share") and half of one non‐transferable warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.85 until February 28, 2025.
The Company also announced that Mr. Varun Prasad has been appointed to the position of Chief Financial Officer of the Company, which appointment becomes effective March 1, 2020.
ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
See the Company's news releases dated February 21, 2020 attached as Schedule "A" hereto, and the news release dated February 28, 2020 attached as Schedule "B" hereto.
ITEM 5.2 DISCLOSURE ON RESTRUCTING TRANSACTION
Not applicable.
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51‐102
Not applicable.
2
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. EXECUTIVE OFFICER
Contact: Chris Donaldson, Director, Corporate Development
Telephone: 604‐638‐2520
ITEM 9. DATE OF REPORT
February 28, 2020
Schedule "A"
News Release dated February 21, 2020
(See attached)
Western Copper and Gold Announces Strategic Investment by Michael Vitton
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/
VANCOUVER, Feb. 21, 2020 /CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN; NYSE American: WRN) announces that strategic investor, Michael Vitton, has agreed to purchase 3,000,000 units (the "Units") at a price of $0.65 per Unit to raise gross proceeds of up to $1.95 million on a private placement basis (the "Private Placement").
Each Unit will consist of one common share of the Company (a "Share") and half of one non- transferable warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.85 for a period of 60 months from closing.
Western plans to close the Private Placement as soon as practicable subject to receipt of all necessary regulatory approvals, including the approval of the TSX.
The Company intends to use the proceeds from the Private Placement for development of the Casino Project and for general corporate purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.
ABOUT MICHAEL VITTON
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.
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., 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., Peru Copper Inc., Wheaton River Minerals Ltd., Randgold Resources Ltd., Rio Narcea Gold Mines Ltd., Skye Resources Inc., Semafo Inc., Sino Gold Mining Ltd., Eurasia Mining PLC, Uramin Inc., Osisko Mining Inc., and Detour Gold Corp. 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 after only two years. LLX Logistica (Acu Port) was sold to EIG (Energy Infrastructure Group). Additionally, he co- founded Petro Rio SA, one of the leading Brazilian public oil and gas producers, commanding today a market capitalization of USD $1.5 billion dollars.
Recently, Mr. Vitton has acted as seed investor and capital markets advisor from inception to Newmarket Gold Inc., sold to Kirkland Lake Gold Ltd. for CAD $ 1 billion, combining to form a CAD $2.4 billion company. Kirkland Lake Gold Ltd. was awarded 2018 Digger of the Year (Diggers and Dealers). 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. Gold Road Resources Ltd. won the Diggers and Dealers award for best deal in 2017. Mr. Vitton is 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. He has invested and partnered with some of the largest sovereign fund, private equity funds, mutual and hedge funds. Mr. Vitton is focused on the energy, infrastructure, industrial and mining sectors.
ABOUT WESTERN COPPER AND GOLD CORPORATION
Western Copper and Gold Corporation is developing the Casino Project, Canada's premier copper- gold mine in the Yukon Territory and one of the most economic greenfield copper-gold mining projects in the world. For more information, visit www.westerncopperandgold.com.
On behalf of the board,
"Paul West-Sells"
Dr. Paul West-Sells
President and CEO
Western Copper and Gold Corporation
Cautionary Disclaimer Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements concerning anticipated developments in Western's operations in future periods. Statements that are not historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" as that term is defined in National Instrument 51-102 ("NI 51-102") of the Canadian Securities Administrators (collectively, "forward- looking statements"). Forward-looking statements are frequently, but not always, identified by words such as "plans", "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. These forward-looking statements may include, but are not limited to, statements regarding the anticipated closing date of and the use of proceeds from the Private Placement. In making the forward-looking statements herein, the Company has applied certain material assumptions including, but not limited to, the assumptions that all regulatory approvals will be received in a timely manner and on acceptable terms; that general business conditions will note change in a materially adverse manner and that the Private Placement will proceed as planned.
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; the risks and uncertainties related to the Private Placement not being completed in the event that the conditions precedent thereto (including receipt of requisite
regulatory approvals) are not satisfied; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies.
Western's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
SOURCE Western Copper and Gold Corporation
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For further information: Chris Donaldson, Director, Corporate Development, 604.638.2520 or cdonaldson@westerncopperandgold.com
CO: Western Copper and Gold Corporation
CNW 17:00e 21-FEB-20
Schedule "B"
News Release dated February 28, 2020
(See attached)
Western Copper and Gold Closes Private Placement and Announces CFO
VANCOUVER, Feb. 28, 2020 /CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN; NYSE American: WRN) is pleased to report that it has completed the private placement previously announced on February 21, 2020 (the "Private Placement") wherein strategic investor, Michael Vitton, purchased 3,000,000 units (the "Units") at a price of $0.65 per Unit to raise gross proceeds of $1.95 million.The proceeds from the Private Placement will be used for development of the Casino Project and for general corporate purposes.
Each Unit consists of one common share of the Company (a "Share") and half of one warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional Share at a price of $0.85 until February 28, 2025.
The Shares, Warrants and any Shares issued upon exercise of the Warrants are subject to a hold period and may not be traded until June 29, 2020 except as permitted by applicable securities legislation and the rules and policies of the Toronto Stock Exchange.
VARUN PRASAD APPOINTED CFO
Mr. Varun Prasad has been appointed to the position of Chief Financial Officer ("CFO") of Western, which appointment will become effective March 1, 2020. Mr. Prasad has worked on the Finance team for Western since 2011, previously as Corporate Controller and most recently as Interim CFO. Mr. Prasad has extensive experience in financial reporting and regulatory matters. He holds a B.A. Technology (Accounting) from British Columbia Institute of Technology and is a member of the Chartered Professional Accountants of B.C. Mr. Prasad will report to President & CEO, Paul West- Sells, and oversee the day to day financial operations of the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.
ABOUT WESTERN COPPER AND GOLD CORPORATION
Western Copper and Gold Corporation is developing the Casino Project, Canada's premier copper- gold mine in the Yukon Territory and one of the most economic greenfield copper-gold mining projects in the world. For more information, visit www.westerncopperandgold.com.
On behalf of the board,
"Paul West-Sells"
Dr. Paul West-Sells
President and CEO
Western Copper and Gold Corporation
Cautionary Disclaimer Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements concerning anticipated use of proceeds from the Private Placement. Statements that are not historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" as that term is defined in National Instrument 51-102 ("NI 51-102") of the Canadian Securities Administrators (collectively, "forward-looking statements").
Forward-looking statements are frequently, but not always, identified by words such as "plans", "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. In making the forward-looking statements herein, the Company has applied certain material assumptions including, but not limited to, the assumption that general business conditions will not change in a materially adverse manner.
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies.
Western's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
SOURCE Western Copper and Gold Corporation
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/February2020/28/c3802.html
%SEDAR: 00023684E
For further information: Chris Donaldson, Director, Corporate Development, 604.638.2520 or cdonaldson@westerncopperandgold.com
CO: Western Copper and Gold Corporation
CNW 14:56e 28-FEB-20
FORM 51‐102F3
MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
Western Copper and Gold Corporation (the "Company")
15th Floor, 1040 West Georgia Street
Vancouver, BC V6E 4H1
ITEM 2. DATE OF MATERIAL CHANGE
May 8, 2020 and May 11, 2020
ITEM 3. NEWS RELEASES
Issued on May 8, 2020 and May 11, 2020, respectively, and distributed through the facilities of Canada Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
ITEM 4. SUMMARY OF MATERIAL CHANGE
On May 8, 2020, the Company announced a non‐brokered private placement financing (the "Offering") to raise aggregate gross proceeds of up to C$3,360,000 through the issuance of up to 3,000,000 flow‐through common shares (the "FT Shares") at a price of $1.12 per FT Share.
On May 11, 2020, the Company announced an increase to the size of the Offering to raise aggregate gross proceeds of up to C$4,480,000 through the issuance of up to 4,000,000 FT Shares at a price of $1.12 per FT Share.
The Company may pay a finder's fee in respect of part of the Offering.
ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
See the Company's news releases dated May 8, 2020 attached as Schedule "A" hereto, and the news release dated May 11, 2020 attached as Schedule "B" hereto.
ITEM 5.2 DISCLOSURE ON RESTRUCTURING TRANSACTIONS
Not applicable.
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51‐102
Not applicable.
2
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. EXECUTIVE OFFICER
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Contact:
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Chris Donaldson, Director, Corporate Development
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Telephone:
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604‐638‐2520
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ITEM 9. DATE OF REPORT
May 12, 2020
3
Schedule "A"
News Release dated May 8, 2020
(See attached)
Western Copper and Gold Announces $3.36 Million Private Placement of Flow-Through
Shares
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES/
VANCOUVER, May 8, 2020 /CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN; NYSE American: WRN) announces a non-brokered private placement financing (the "Offering") to raise aggregate gross proceeds of up to C$3,360,000 through the issuance of up to 3,000,000 flow-through common shares at a price of $1.12 per FT Share.
The gross proceeds received from the sale of the FT Shares will be used solely to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) on the Company's directly and indirectly held mineral properties at the Casino Project in the Yukon Territory, and renounced to subscribers effective December 31, 2020. Such Canadian exploration expenses will also qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (Canada).
The closing of the Offering is expected to occur on or about May 26, 2020 and is subject to regulatory approval, including that of the Toronto Stock Exchange and the NYSE American LLC. The FT Shares will be subject to statutory hold period(s) in accordance with applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.
ABOUT WESTERN COPPER AND GOLD CORPORATION
Western Copper and Gold Corporation is developing the Casino Project, Canada's premier copper- gold mine in the Yukon Territory and one of the most economic greenfield copper-gold mining projects in the world. For more information, visit www.westerncopperandgold.com.
On behalf of the board,
"Paul West-Sells"
Dr. Paul West-Sells
President and CEO
Western Copper and Gold Corporation
Cautionary Disclaimer Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements concerning anticipated developments in Western's operations in future periods. Statements that are not historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" as that term is defined in National
Instrument 51-102 ("NI 51-102") of the Canadian Securities Administrators (collectively, "forward- looking statements"). Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. These forward-looking statements may include, but are not limited to, statements regarding the anticipated closing date of and the use of proceeds from the Offering. In making the forward-looking statements herein, the Company has applied certain material assumptions including, but not limited to, the assumptions that all regulatory approvals will be received in a timely manner and on acceptable terms; that general business conditions will note change in a materially adverse manner and that the Offering will proceed as planned.
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; the risks and uncertainties related to the Offering not being completed in the event that the conditions precedent thereto (including receipt of requisite regulatory approvals) are not satisfied; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies.
Western's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
SOURCE Western Copper and Gold Corporation
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/May2020/08/c5472.html
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For further information: Chris Donaldson, Director, Corporate Development, 604.638.2520 or cdonaldson@westerncopperandgold.com
CO: Western Copper and Gold Corporation
CNW 07:59e 08-MAY-20
4
Schedule "B"
News Release dated May 11, 2020
(See attached)
Western Copper and Gold Increases Private Placement to $4.48 Million of Flow-Through Shares
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES/
VANCOUVER, May 11, 2020 /CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN; NYSE American: WRN) announces that, due to unprecedented interest from both new and existing shareholders, the non-brokered private placement financing announced on May 8, 2020 (the "Offering") has been increased to raise aggregate gross proceeds of up to C$4,480,000 through the issuance of up to 4,000,000 flow-through common shares at a price of $1.12 per FT Share.
The gross proceeds received from the sale of the FT Shares will be used solely to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) on the Company's directly and indirectly held mineral properties at the Casino Project in the Yukon Territory, and renounced to subscribers effective December 31, 2020. Such Canadian exploration expenses will also qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (Canada).
The closing of the Offering is expected to occur on or about May 26, 2020 and is subject to regulatory approval, including that of the Toronto Stock Exchange and the NYSE American LLC. The FT Shares will be subject to statutory hold period(s) in accordance with applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.
ABOUT WESTERN COPPER AND GOLD CORPORATION
Western Copper and Gold Corporation is developing the Casino Project, Canada's premier copper- gold mine in the Yukon Territory and one of the most economic greenfield copper-gold mining projects in the world. For more information, visit www.westerncopperandgold.com.
On behalf of the board,
"Paul West-Sells"
Dr. Paul West-Sells
President and CEO
Western Copper and Gold Corporation
Cautionary Disclaimer Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements concerning anticipated developments in Western's operations in future periods. Statements that are not historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" as that term is defined in National Instrument 51-102 ("NI 51-102") of the Canadian Securities Administrators (collectively, "forward- looking statements"). Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. These forward-looking statements may include, but are not limited to, statements regarding the anticipated closing date of and the use of proceeds from the Offering. In making the forward-looking statements herein, the Company has applied certain material assumptions including, but not limited to, the assumptions that all regulatory approvals will be received in a timely manner and on acceptable terms; that general business conditions will note change in a materially adverse manner and that the Offering will proceed as planned.
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; the risks and uncertainties related to the Offering not being completed in the event that the conditions precedent thereto (including receipt of requisite regulatory approvals) are not satisfied; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies.
Western's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
SOURCE Western Copper and Gold Corporation
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/May2020/11/c1960.html
%SEDAR: 00023684E
For further information: Chris Donaldson, Director, Corporate Development, 604.638.2520 or cdonaldson@westerncopperandgold.com
CO: Western Copper and Gold Corporation
CNW 07:59e 11-MAY-20
FORM 51‐102F3
MATERIAL CHANGE REPORT
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ITEM 1.
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NAME AND ADDRESS OF COMPANY
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Western Copper and Gold Corporation ("Western" or the "Company")
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15th Floor, 1040 West Georgia Street
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Vancouver, BC V6E 4H1
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ITEM 2.
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DATE OF MATERIAL CHANGE
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July 29, 2019
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ITEM 3.
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NEWS RELEASE
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Issued on July 30, 2019 and distributed through the facilities of Globe Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
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ITEM 4.
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SUMMARY OF MATERIAL CHANGE
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The Company, Casino Mining Corp. ("Casino Mining"), a wholly owned subsidiary of the Company, and Cariboo Rose Resources Ltd. ("Cariboo Rose") entered into a property purchase agreement dated July 29, 2019 (the "Agreement"). Pursuant to the Agreement, Casino Mining has agreed to purchase the 311 mineral claims that comprise the Canadian Creek Property owned by Cariboo Rose (the "Acquisition") in exchange for the issuance of 3 million common shares of Western at a deemed price of C$0.928 per share for an aggregate Acquisition cost of C$2.78 million.
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ITEM 5.1
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FULL DESCRIPTION OF MATERIAL CHANGE
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See the Company's news release dated July 30, 2019, attached as Schedule "A" hereto.
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ITEM 5.2
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DISCLOSURE ON RESTRUCTING TRANSACTION
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Not applicable.
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ITEM 6.
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RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51‐102
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Not applicable.
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ITEM 7.
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OMITTED INFORMATION
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Not applicable.
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ITEM 8.
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EXECUTIVE OFFICER
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Contact:
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Chris Donaldson, Director, Corporate Development
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Telephone:
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(604) 681‐7913
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ITEM 9.
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DATE OF REPORT
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July 31, 2019
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Schedule "A"
News Release dated July 30, 2019
(see attached)
NEWS RELEASE
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July 30, 2019
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Release 12-2019
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WESTERN COPPER AND GOLD ANNOUNCES ACQUISITION OF
CANADIAN CREEK PROPERTY FROM CARIBOO ROSE
VANCOUVER, B.C.: Cariboo Rose Resources Ltd. (TSX-V: CRB) (“Cariboo Rose”) and Casino Mining
Corp. (“Casino Mining”), a wholly owned subsidiary of Western Copper and Gold Corp. (TSX: WRN, NYSE MKT:WRN) (“Western”) are pleased to announce that they have entered into a property purchase agreement dated July 29, 2019 (the “Agreement”) whereby Casino Mining has agreed to purchase the 311 mineral claims that comprise the Canadian Creek Property (the “Property”) owned by Cariboo Rose (the “Acquisition”). The Property lies directly adjacent to Western’s Casino Project (“Casino”).
The total consideration to be paid to Cariboo Rose for the Property will consist of the issuance of 3 million common shares of Western (the “Shares”) at a deemed price of C$0.928 per Share for an aggregate Acquisition cost of C$2.78 million.
KEY HIGHLIGHTS
• Potential Extension of the Casino Project: The Acquisition would secure critical ground immediately adjacent to the Company’s Casino Project, and there is likelihood that the Casino deposit will extend into the Property. The immediate plan following closing would be to begin drilling on Canadian Creek as part of the current drill program at Casino in hopes of identifying additional mineralization. The primary target is a 700 meter untested area between the most westerly Casino drill holes and the closest drill-holes on the Canadian Creek Property. The nearest four holes on the Canadian Creek Property to Casino have moderate potassic alteration to strong propylitic alteration, leach capping or incipient leaching, weak enrichment and hypogene copper-gold- molybdenum mineralization, which are typical of that occurring at the outer edges of a porphyry copper – gold – molybdenum deposit.
• Additional Exploration Potential: An additional target for porphyry copper-gold-molybdenum mineralization is the Ana Zone lying 1.5 kilometers west of the primary target. The historical drill holes testing the Ana Zone show consistent moderate to strong propylitic to potassic alteration associated with anomalous levels of copper, gold and molybdenum. Within this alteration are small bodies of intrusion breccia and Patton Porphyry, both closely associated with mineralization at the Casino deposit. The Ana Zone measures 1.5 by 1.0 kilometers with no historical drill holes in the centre of the area of interest. The Property also hosts structurally controlled gold-bearing zones in the northern half of the property similar in style to the Coffee Project.
• Strategic Land Package: The Property is strategically positioned between the Casino Project and
Newmont Goldcorp’s Coffee Project. The Property shares a 6 kilometer long north-south boundary on its eastern side with the Casino Project and a 12 kilometer long east-west boundary on its north side with the Coffee Project. The Coffee–Casino connector road, as identified by the Yukon Government as part of the Gateway Project (see Western’s news release dated September 5, 2017), also partially lies on these claims.
Paul West-Sells, President & CEO of Western commented, “The acquisition of the Canadian Creek Project will considerably strengthen the Casino Project. It will add significant exploration potential, with a number of exploration targets with the potential to increase mineralization of the Casino project – particularly the initial heap leach. By increasing the overall land package and increased border with the Coffee project, it will also further solidify the key position of the Casino Project in the region.”
Bill Morton President and CEO of Cariboo Rose commented, “The sale of our Canadian Creek Project to Western allows Cariboo Rose to maintain a strongly levered position in the development of the Casino Deposit while at the same time bringing focused and immediate exploration spending on the Canadian Creek targets. The enhanced potential for advancing not only the Casino Deposit but also in tying potential future infrastructure development to the Newmont Goldcorp Coffee Project is very significant.”
Completion of the Acquisition is conditional upon, among other things, receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange and TSX Venture Exchange.
Any Shares issued pursuant to the Agreement will be subject to a 4 month hold period pursuant to applicable securities laws.
For more information, contact:
Cariboo Rose Resources Ltd.
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Bill Morton
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President and CEO
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Telephone:
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604-681-7913
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Toll Free:
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888-656-6611
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Western Copper and Gold Corporation
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Chris Donaldson
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Director, Corporate Development
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Telephone:
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604-638-2520
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Toll Free:
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888-966-9995
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About Cariboo Rose Resources Limited
Cariboo Rose Resources is a well-funded prospect generating mineral exploration company with six precious and base metal exploration projects in BC and the Yukon. Cariboo Rose trades on the TSX Venture exchange under the symbol “CRB”. For more information please visit Cariboo Rose’s website at www.cariboorose.com.
About Western Copper and Gold Corporation
Western is developing the Casino Project, Canada’s premier Copper-Gold mine in the Yukon. For more information, visit www.westerncopperandgold.com.
Cautionary Disclaimer Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements concerning the Acquisition and its anticipated effects on Cariboo and Western (collectively, the “Companies”) in future periods. Statements that are not historical fact are “forward-looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and “forward looking information” as that term is defined in National Instrument 51-102 (“NI 51-102”) of the Canadian Securities Administrators (collectively, “forward- looking statements”). Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “would”, “may”, “could” or “should” occur or be achieved. These forward-looking statements may include, but are not limited to, statements regarding perceived merit of the Canadian Creek Property and Casino Project; permitting or other timelines; economic benefits from the mine and/or the access road; strategic plans; or other statements that are not statements of fact. The material factors or assumptions used to develop forward-looking statements include the assumption that the conditions precedent to completion of the Acquisition (including receipt of all necessary regulatory approvals) will be satisfied in a timely manner, prevailing and projected market prices and foreign exchange rates, exploration estimates and results, continued availability of capital and financing, construction and operations, Western not experiencing unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays, and general economic, market or business conditions and as more specifically disclosed throughout this document.
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; risks related to joint venture operations; risks related to cooperation of government agencies and First Nations in the development of the property and the issuance of required permits; risks related to the need to obtain additional financing to develop the property and uncertainty as to the availability and terms of future financing; the possibility of delay in construction projects and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals.
The forward-looking statements herein are based on the beliefs, expectations and opinions of management of the Companies on the date the statements are made, and Western does not assume, and the Companies expressly disclaim, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward- looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
