Western Copper and Gold Announces C$25.6 Million Strategic Investment by Rio Tinto
Western Copper and Gold Announces C$25.6 Million Strategic
Investment by Rio Tinto
VANCOUVER, BC
,
May 17, 2021
/CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN) (NYSE
American: WRN) announces a
C$25.6 million
strategic investment by Rio Tinto Canada Inc. ("Rio Tinto"), to advance the Company's copper-
gold Casino Project in the
Yukon
.
Rio Tinto has agreed to subscribe for and purchase 11,808,490 common shares at a price of
C$2.17
per share for aggregate gross proceeds
of approximately
C$25.6 million
, resulting in Rio Tinto owning approximately 8.0% of Western's outstanding common shares.
"We are pleased to welcome Rio Tinto as a strategic investor in the Company," said
Paul West-Sells
, President and CEO. "The investment by
Rio Tinto, a leading global mining group which operates in 35 countries around the world, and whose purpose is to produce the materials
essential to human progress is a strong endorsement of the Casino Project. We look forward to working with Rio Tinto to advance Casino."
Western remains the sole owner of the Casino Project and will continue to be the operator. The Company will use the proceeds of the
strategic investment to fund specific areas of study, which will form part of the feasibility study and permitting with the aim of progressing to a
development phase for the Casino Project. The investment represents an opportunity for Rio Tinto to better understand the potential of the
Casino Project.
In connection with the strategic investment by Rio Tinto, the Company and Rio Tinto will enter into an investor rights agreement, whereby,
subject to certain conditions, including time and ownership thresholds, Rio Tinto will have certain rights, including the right to appoint:
one member to a Casino Project Technical Committee
one non-voting observer to attend all meetings of the board of directors of the Company
one director of the Company, if Rio Tinto's ownership increases to at least 12.5%
up to three secondees to the Casino Project
In addition, Rio Tinto will have a right to participate in future equity issuances to maintain its ownership in the Company and will be provided
with a one-time "demand registration right" and "piggy-back registration rights."
Under the investor rights agreement, for a period of 12 months, Rio Tinto has also agreed:
not to sell, transfer, offer or otherwise dispose of any shares without first notifying the Company
to vote any shares in favor of each director nominated by the board of directors of the Company for election by shareholders
not to acquire any securities of the Company, subject to certain exceptions
The closing of the strategic investment is expected to occur on or about
May 31, 2021
and is subject to regulatory approval, including that of
the Toronto Stock Exchange and the NYSE American LLC. The common shares will be subject to a statutory hold period in accordance with
applicable securities legislation.
RBC Capital Markets is acting as financial advisor to Western in connection with the strategic investment by Rio Tinto.
Western will host a conference call on
May 17, 2021
at
1:00 pm (Pacific Time)
for senior management to discuss this investment by Rio Tinto.
Toll-Free Number: 1-800-319-4610
International Callers: 1-604-638-5340
Conference ID: 10014814
Replay of the conference call is available at 1-800-319-6413 or 1-604-638-9010, access code 6977.
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, including statements with respect to the anticipated use of proceeds from the
strategic investment,
the rights to be provided to Rio Tinto and the restrictions imposed on Rio Tinto pursuant to the investor rights
agreement, and the expected closing date for the strategic investment
. 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.
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For further information:
Sandy Noyes, Director, Investor Relations, 604.638.2520 or [email protected]
CO: Western Copper and Gold Corporation
CNW 08:07e 17-MAY-21