Western Copper and GOLD Announces Further Investment and Entry into a New Investor Rights Agreement with RIO Tinto
WESTERN COPPER AND GOLD ANNOUNCES FURTHER INVESTMENT
AND ENTRY INTO A NEW INVESTOR RIGHTS AGREEMENT WITH RIO
TINTO
VANCOUVER, BC
,
Nov. 28, 2023
/CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN) (NYSE American: WRN)
announces a further
C$6 million
investment and the entry into an amended and restated investor rights agreement by Rio Tinto Canada Inc. ("Rio Tinto"), to
continue to advance the Company's
Casino
Project in the
Yukon
.
Rio Tinto has agreed to subscribe for and purchase 3,468,208 common shares at a price of
C$1.73
per share for aggregate gross proceeds of approximately
C$6 million
, resulting in Rio Tinto's ownership increasing to approximately 9.7% of Western's outstanding common shares.
Western remains the sole owner of the
Casino
Project and will continue to be the operator. The Company will use the proceeds of this further investment to fund
specific areas of study, specifically around providing infrastructure for the
Casino
Project, and streamlining the regulatory process, with the aim of progressing
through permitting to a development phase for the
Casino
Project.
"We are pleased that Rio Tinto has elected to continue to invest and work with Western to advance the
Casino
Project, with a focus on furthering infrastructure
development and streamlining the regulatory process," said
Paul West-Sells
, President and CEO.
"We are pleased to continue to work with Western to advance the
Casino
Project," said Bold Baatar, Chief Executive, Copper, Rio Tinto.
In connection with this further investment by Rio Tinto, the Company and Rio Tinto will enter into an amended and restated investor rights agreement, whereby,
subject to certain conditions, including ownership thresholds, Rio Tinto will have certain rights for a period of 18 months from closing of the investment, including
the right to appoint:
one member to the
Casino
Project Technical and Sustainability 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 amended and restated investor rights agreement, for a period of 18 months, Rio Tinto has also agreed:
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
not to sell, transfer, offer or otherwise dispose of any shares, subject to certain exceptions
The closing of this investment is expected to occur on or about
December 12, 2023
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.
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 investment,
the
rights to be provided to Rio Tinto and the restrictions imposed on Rio Tinto pursuant to the amended and restated investor rights agreement, and the expected
closing date for the 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 06:00e 28-NOV-23