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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
Commission File Number: 001-35075
Western Copper and Gold Corporation
(Translation of registrant's name into English)
Suite 1200 - 1166 Alberni Street
Vancouver, B.C. V6E 3Z3
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☑
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Form 6-K is hereby incorporated by reference as an Exhibit to the Registration Statement on Form F-10 of Western Copper and Gold Corp. (File No. 333-268467).
DOCUMENTS FILED AS PART OF THIS FORM 6-K
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Exhibit |
Description |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WESTERN COPPER AND GOLD CORPORATION |
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| Date: April 11, 2024 | By: | /s/ Varun Prasad |
| Name: | Varun Prasad | |
| Title: | Chief Financial Officer | |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Western Copper and Gold Corporation ("Company")
Suite 1200 - 1166 Alberni Street
Vancouver, BC V6E 3Z3
Item 2. Date of Material Changes
February 22, 2024 and March 1, 2024
Item 3. News Releases
News releases were disseminated through Canada Newswire on February 22, 2024 and March 4, 2024 and subsequently filed under the Company's profile on SEDAR+.
Item 4. Summary of Material Changes
On February 22, 2024, the Company announced the appointment of Mr. Sandeep Singh as Chief Executive Officer of the Company and the retirement of Mr. Kenneth Williamson from the Company's board and as Interim Chairman. The Company also announced a private placement with Mr. Singh for the purchase of 2,222,222 common shares at a price of C$1.35 per common share for proceeds of approximately $3 million.
On March 4, 2024, the Company announced the closing of the private placement.
Item 5. Full Description of Material Changes
5.1 Full Description of Material Changes
On February 22, 2024, the Company announced the appointment of Mr. Sandeep Singh as Chief Executive Officer of the Company, effective immediately. Mr. Singh will work closely with Dr. Paul West-Sells, who will continue in the role of President in connection with the succession process. Further, Mr. Kenneth Williamson has retired from this role as Director and Interim Chairman. Current board member, Dr. Bill Williams, has taken on the role of Interim Chairman as the Company searches for a replacement.
The Company also announced a private placement (the "Placement") with Mr. Singh for the purchase of 2,222,222 common shares at a price of C$1.35 per common share for proceeds of approximately $3 million. The closing of the Placement was subject to entering into a customary subscription agreement and receipt of approvals of the Toronto Stock Exchange and the NYSE American LLC. The shares issued pursuant to the Placement are subject to a statutory hold period in accordance with applicable Canadian securities laws, later determined to expire on July 2, 2024.
On March 4, 2024, the Company announced the closing of the Placement.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on Section 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
There is no information of a material nature that has been omitted.
Item 8. Executive Officer
Contact: Varun Prasad
Phone: (604) 638-2512
Item 9. Date of Report
March 4, 2024.