Item 1. Security and Issuer
This Statement on 13D (this “Schedule 13D”) relates to the
common shares, without par value (the “Shares”), of Western
Copper and Gold Corporation, a corporation incorporated under the
laws of the province of British Columbia, Canada (the
“Company”), the principal executive offices of which are
located at Suite 1200—1166 Alberni Street, Vancouver, British
Columbia V6E 3Z3.
Item 2. Identity and Background
This Schedule 13D is being filed by Rio Tinto plc, a public
limited company incorporated under the laws of England and Wales
(“Rio Tinto”), and Rio Tinto Canada Inc., a corporation
incorporated under the laws of Canada (“RTCI” and, together
with Rio Tinto, the “Rio Tinto Companies”).
Rio Tinto, through its group companies, has mining operations
around the world. RTCI is a wholly-owned subsidiary of Rio Tinto
and is a major investment holding company for the group.
The principal executive office of Rio Tinto is located at 6 St
James’s Square, London, SW1Y 4AD, United Kingdom. The principal
executive office of RTCI is located at 400-1190 Ave. des Canadiens-de-Montréal, Montréal,
H3B 0E3, Canada.
The name, business address, present principal occupation or
employment and citizenship of each of the executive officers and
directors of each of the Rio Tinto Companies are set forth in
Schedule A hereto and are incorporated by reference
During the last five years, none of the Rio Tinto Companies nor, to
the best of their knowledge, any of the persons listed in
Schedule A hereto has been: (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The Rio Tinto Companies are party to a Joint Filing Agreement,
dated November 22, 2022, a copy of which is filed with this
Schedule 13D as Exhibit A, pursuant to which they have
agreed to file this Schedule 13D jointly in accordance with
the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Item 3. Source and Amount of Funds or Other
On May 14, 2021, RTCI and the Company entered into a
Subscription Agreement (the “Subscription Agreement”)
pursuant to which, among other things, the Company agreed to issue
to RTCI in a private placement, and RTCI agreed to purchase from
the Company, 11,808,490 Shares at a subscription price of C$2.17
per Share. The aggregate subscription price (the “Subscription
Amount”) for the Shares issued to RTCI was C$25,624,243.30.
RTCI obtained the funds for the Subscription Amount from working
capital provided by Rio Tinto. A copy of the Subscription Agreement
is filed with this Schedule 13D as Exhibit B and is incorporated
herein by reference.
In connection with the Subscription Agreement, RTCI and the Company
entered into an Investor Right Agreement (the “Investor Rights
Agreement”) pursuant to which, among other things, RTCI has the
right to acquire additional securities in the Company, so as to
maintain its proportional equity interest in the Company. A copy of
the Investor Rights Agreement is filed with this Schedule 13D as
Exhibit C and is incorporated herein by reference.