Western Copper & Gold Corp 6-K, filed May 11, 2020

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2020

Commission File Number: 001-35075

WESTERN COPPER AND GOLD CORPORATION

(Translation of registrant's name into English)

15th Floor – 1040 West Georgia Street, Vancouver, BC V6E 4H1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☐ Form 20-F   ☒  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SUBMITTED HEREWITH

Exhibits

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.

Exhibit 99.1

Western Copper and Gold Announces $3.36 Million Private Placement of Flow-Through Shares

/NOT FOR DISSEMINATIONIN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/

VANCOUVER, May 8, 2020 /CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN; NYSE American: WRN) announces a non-brokered private placement financing (the "Offering") to raise aggregate gross proceeds of up to C$3,360,000 through the issuance of up to 3,000,000 flow-through common shares at a price of $1.12 per FT Share.

The gross proceeds received from the sale of the FT Shares will be used solely to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the IncomeTax 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, 2020. 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 26, 2020 and is subject to regulatory approval, including that of the Toronto Stock Exchange and the NYSE American LLC. The FT 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.  For more information, visit www.westerncopperandgold.com.

On behalf of the board,

"Paul West-Sells"

Dr. Paul West-Sells

President and CEO

Western Copper and Gold Corporation

Cautionary Disclaimer Regarding Forward-LookingStatements and Information

This news release contains certain forward-lookingstatements concerning anticipated developments in Western's operations in future periods. Statements that are not historical factare "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Actof 1995 and "forward looking information" as that term is defined in National Instrument 51-102 ("NI 51-102")of the Canadian Securities Administrators (collectively, "forward-looking statements"). Forward-looking statements arefrequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends","estimates", "potential", "possible" and similar expressions, or statements that events, conditionsor results "will", "may", "could" or "should" occur or be achieved. These forward-lookingstatements may include, but are not limited to, statements regarding the anticipated closing date of and the use of proceeds fromthe Offering. In making the forward-looking statements herein, the Company has applied certain material assumptions including,but not limited to, the assumptions that all regulatory approvals will be received in a timely manner and on acceptable terms;that general business conditions will note change in a materially adverse manner and that the Offering will proceed as planned.

Forward-looking statements are statementsabout the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiariesmay differ materially from any future results, performance or achievements expressed or implied by the forward-looking statementsdue to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involvedin fluctuations in gold, copper and other commodity prices and currency exchange rates; the risks and uncertainties related tothe Offering not being completed in the event that the conditions precedent thereto (including receipt of requisite regulatoryapprovals) are not satisfied; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms;and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filedwith the applicable regulatory agencies.

Western's forward-looking statements arebased on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume,and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result ofnew information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasonsset forth above, investors should not place undue reliance on forward-looking statements.

SOURCE Western Copper and Gold Corporation

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%CIK: 0001364125

For further information: Chris Donaldson, Director, Corporate Development, 604.638.2520 or cdonaldson@westerncopperandgold.com

CO: Western Copper and Gold Corporation

CNW 07:59e 08-MAY-20