Western Copper and Gold Corporation (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. 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.