Western Copper and GOLD Closes Oversubscribed Private Placement
TSX: WRN
NYSE American: WRN
NEWS RELEASE
May 17, 2019 Release 08-2019
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
WESTERN COPPER AND GOLD CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT
VANCOUVER, B.C. Western Copper and Gold Corporation (“Western” or the “Company”) (TSX: WRN;
NYSE American: WRN) is pleased to report that it has completed the brokered private placement offering
previously announced on April 29, 2019 (the “Offering”) of flow-through common shares (the “FT Shares”).
PI Financial Corp. (the “Agent”) acted as sole lead agent in respect of the Offering.
The Company issued a total of 3,727,000 FT Shares, comprised of (i) 3,333,333 FT Shares pursuant to the
base Offering and (ii) 393,667 FT Shares pursuant to the Agent’s exercise of its option, at a price of C$0.90
per FT Share for aggregate gross proceeds of C$3,354,300.
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 .
In connection with the Offering, the Agent was paid a cash commission equal to 6.0% of the gross proceeds
raised from the sale of FT Shares to purchasers other than President’s List Purchasers (as hereinafter
defined) and 3.0% of the gross proceeds raised from the sale of FT Shares to purchasers identified by the
Company to the Agent (the “President’s List Purchasers”).
The FT Shares are subject to a statutory hold period expiring on September 18, 2019 in accordance with
applicable Canadian securities legislation and the rules of the Toronto Stock Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful,
including 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 securities laws of any state of
the United States and may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S.
Securities Act and applicable state securities laws or pursu ant to an exemption from such registration
requirements.
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
For more information, please contact:
Chris Donaldson
Director, Corporate Development
604.638.2520 or [email protected]
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 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 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.