Filed pursuant to General Instruction II.L. of Form F-10;
File No. 333-241689
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This prospectus supplement, together with the accompanying short form base shelf prospectus dated November 2, 2020 (the accompanying
prospectus) to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus, constitutes a public offering of these
securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.
Information has been incorporated by reference in this prospectus supplement and the accompanying prospectus from documents filed
with securities commissions or similar authorities in Canada and the United States Securities and Exchange Commission. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate
Secretary of Western Copper and Gold Corporation, at 15th Floor 1040 West Georgia Street, Vancouver, BC V6E 4H1, Telephone (604) 684-9497
and are also available electronically at www.sedar.com.
PROSPECTUS SUPPLEMENT
to the Short Form Base Shelf Prospectus dated November 2, 2020
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New Issue
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November 19, 2020
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WESTERN COPPER AND GOLD CORPORATION
C$25,000,900
17,242,000 Common Shares at a price of C$1.45 per Common Share
This prospectus supplement of Western Copper and Gold Corporation (Western or the Company) hereby
qualifies the distribution (the Offering) of 17,242,000 common shares of the Company (the Offered Shares) at a price of C$1.45 per Offered Share (the Offering Price). The Offering is
being made pursuant to an underwriting agreement (the Underwriting Agreement) dated November 19, 2020 among the Company, Cormark Securities Inc. (the Lead Underwriter), CIBC Capital Markets,
H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (collectively with the Lead Underwriter, the Underwriters). The Offering Price was determined by arms length negotiation between the Company and the
Lead Underwriter, on behalf of the Underwriters. See Plan of Distribution.
The outstanding common shares of the Company (the
Common Shares) are listed on the Toronto Stock Exchange (the TSX) and the NYSE American (the NYSE American), both under the symbol WRN. On November 18, 2020, the
closing price of the Common Shares on the TSX and the NYSE American was C$1.52 and US$1.16 per Common Share, respectively. The Company has applied to list the Offered Shares on the TSX and the NYSE American. The TSX has conditionally approved the
listing of the Offered Shares on the TSX and such listing is subject to the Company fulfilling all of the requirements of the TSX. The NYSE American has not conditionally approved the Companys listing applications and there is no assurance
that NYSE American will approve the listing application and such listing will be subject to the Company fulfilling all of the listing requirements of the NYSE American.
This Offering is made by a Canadian issuer that is permitted under a multi-jurisdictional
disclosure system adopted by the United States and Canada (the MJDS) to prepare this prospectus supplement and the accompanying prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that
such requirements are different from those applicable to issuers in the United States. Financial statements incorporated herein by reference have been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board (IFRS), and may not be comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition, holding or disposition of the Offered Shares may have tax consequences both in
the United States and Canada. This prospectus supplement does not address the Canadian tax consequences in respect of an investment in Offered Shares, and Canadian resident and non-resident prospective
investors should consult their own tax advisors in this regard. The United States tax consequences for investors who are resident in, or citizens of, the United States may also not be described fully herein. Prospective investors that are resident
in, or citizens of, the United States should read the tax discussion contained in this prospectus supplement under the heading Certain U.S. Federal Income Tax Considerations and should consult their own tax advisor with respect to their
own particular circumstances.
The enforcement by investors of civil liabilities under the U.S. federal securities laws may be
affected adversely by the fact that the Company is existing under and governed by the laws of the province of British Columbia and the federal laws of Canada applicable therein, that most of the Companys officers and directors are residents of
Canada, that most of the experts named in the prospectus supplement and the prospectus are not residents of the United States, and that a substantial portion of the Companys assets and the assets of the officers and directors of the Company
are located outside the United States.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE
SECURITIES OFFERED HEREBY OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
Investing in the Offered Shares involves significant risks. You should carefully read the Risk Factors in this prospectus
supplement and the Risk Factors section beginning on page 9 of the accompanying prospectus and in the documents incorporated by reference herein for a discussion of certain risks that you should consider in
connection with an investment in the Offered Shares.
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Public Offering
Price
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Underwriting
Commission(1)(2)
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Proceeds to the
Company(2)
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Per Offered Share
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C$1.45
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C$0.07
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C$1.38
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Per Offered Share (Presidents List)(1)
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C$1.45
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C$0.04
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C$1.41
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Total(3)(4)
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C$25,000,900
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C$950,045
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C$24,050,855
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Notes:
(1)
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Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriters a cash fee (the
Underwriters Fee) equal to 5.0% of the aggregate gross proceeds of the Offering), other than in respect of gross proceeds from the sale of Offered Shares to purchasers on the Presidents List (as defined herein) for
which the Underwriters will receive a cash fee equal to 2.5% (the Presidents List Fee). Presidents List, as used herein, means a list of purchasers of the Offering provided by the Company to the
Underwriters accounting for a maximum of $12,000,000 of the gross proceeds raised under the Offering. See Plan of Distribution.
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(2)
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After deducting the Underwriters Fee, but before deducting expenses of the Offering estimated to be an
aggregate of C$500,000 which will be paid from the proceeds of the Offering.
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(3)
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If the Over-Allotment Option (as defined herein) is exercised in full (assuming no Over-Allotment Shares are
sold to purchasers on the Presidents List), the gross proceeds of the Offering, Underwriters Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately C$28,751,035, C$1,137,551.75 and
C$27,613,483.25, respectively. This prospectus supplement and accompanying prospectus also qualify for distribution the Over-Allotment Option and the Over-Allotment Shares (as defined herein) issued pursuant to the exercise of the Over-Allotment
Option. See Plan of Distribution.
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(4)
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Assumes the gross proceeds from the sale of Offered Shares to purchasers on the Presidents List is the
maximum amount of $12,000,000, and accordingly, the Underwriters Fee is reduced by the full amount relating to the Presidents List Fee.
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The Company has also granted to the Underwriters an option (the Over-Allotment Option) exercisable, in whole or in part and
from time to time, at the sole discretion of the Underwriters, at any time up to 30 days following the closing of the Offering, to purchase up to an additional 2,586,300 Common Shares (Over-Allotment Shares) at the Offering Price
for market stabilization purposes and to cover over-allotments, if any. A purchaser who acquires Over-Allotment Shares forming part of the Underwriters over-allocation position acquires those Over-Allotment Shares under this prospectus
supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Unless the context otherwise requires, references in this prospectus supplement and
the accompanying prospectus to Offered Shares include any Over-Allotment Shares issued pursuant to the Over-Allotment Option.
The following table sets out the number of securities issuable under the Over-Allotment Option:
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Underwriters Position
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Maximum size or number of securities
available
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Exercise period
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Exercise price
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Over-Allotment Option
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2,586,300 Common Shares
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30 days following closing of the Offering
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C$1.45 per Common Share
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The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and
when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement and subject to the passing upon of certain legal matters relating to the Offering on behalf of the Company by
Miller Thomson LLP with respect to Canadian legal matters and by Dorsey & Whitney LLP with respect to United States legal matters, and on behalf of the Underwriters by Blake, Cassels & Graydon LLP with respect to certain Canadian
legal matters and by Troutman Pepper Hamilton Sanders LLP with respect to certain United States legal matters.
The Underwriters
propose to offer the Offered Shares to the public initially at the price specified on the cover page of this prospectus supplement. If all of the Offered Shares are not sold at the price specified in this prospectus supplement, the Underwriters may
decrease the offering price and change the other selling terms. The compensation realized by the Underwriters will decrease by the amount that the aggregate offering price paid by the purchasers for the Offered Shares is less than the gross proceeds
paid by the Underwriters to the Company. The decrease in the offering price will not decrease the amount of net proceeds of the Offering to the Company. See Plan of Distribution.
Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books
at any time without notice. Closing is expected to occur on or about November 24, 2020, or such other date as may be agreed upon by the Company and the Lead underwriter (the Closing Date).
It is expected that the Company will arrange for the electronic deposit of the Offered Shares distributed under the Offering under the
book-based system of registration, to be registered in the name of CDS Clearing and Depository Services Inc. (CDS) or its nominee and will be deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares
will be issued to purchasers of the Offered Shares, except in limited circumstances. Purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealers from whom the Offered Shares are purchased.
See Plan of Distribution.
The Underwriters may, in connection with the Offering, effect transactions which stabilize or
maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market in accordance with applicable market stabilization rules. Such transactions, if commenced, may discontinue at any time. See
Plan of Distribution.
The Companys head office is located at 15th
Floor, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1, and its registered and records office is located at 400 725 Granville Street, Vancouver, British Columbia, V7Y 1G5.
Investors should rely only on current information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus as such information is accurate only as of the date of the applicable document. The Company has not authorized anyone to provide investors with different information. Information contained on the Companys website shall
not be deemed to be a part of this prospectus supplement or incorporated by reference and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. The Company will not make an offer of
these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this prospectus supplement is accurate as of any date other than the date on the face page of this
prospectus supplement or the date of any documents incorporated by reference herein. The Company will not make an offer of the Offered Shares in any jurisdiction where the offer or sale is not permitted.