Western Copper and Gold Corporation  (TSX: WRN) (NYSE American: WRN) announces that it entered an agreement with an agent  on a marketed best efforts basis to conduct a brokered private placement of up to 3,333,333 flow-through common shares  at a price of $0.90 per FT Share to raise gross proceeds of up to $3.0 million.

In addition, the Company will grant the Agent an option to sell up to an additional 666,666 FT Shares, at the same price per share as is applicable to the Offering, exercisable up to 48 hours prior to the closing of the Offering.

In connection with the Offering, the Agent will be paid a cash fee equal to 6% of the gross proceeds raised from the sale of Offered Shares to purchasers other than President’s List Purchasers (as hereinafter defined) and 3.0% of the gross proceeds raised from the sale of Offered Shares to purchasers identified by the Company to the Agent.

The gross proceeds received from the sale of the Offered 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, and renounced to subscribers effective December 31, 2019. Such Canadian exploration expenses will also qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (Canada).

The closing of the Offering is expected to occur on or about May 16, 2019 and is subject to regulatory approval, including that of the Toronto Stock Exchange and the NYSE American LLC. The Offered Shares will be subject to statutory hold period(s) in accordance with applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities 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 state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.

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.