Western Copper & Gold Corp 6-K, filed Aug 10, 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 August, 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 Files Preliminary Base Shelf Prospectus and Registration Statement

VANCOUVER, BC, Aug. 7, 2020 /CNW/ - Western Copper and Gold Corporation ("Western" or the "Company") (TSX: WRN) (NYSE American: WRN) announces that it has filed a preliminary short form base shelf prospectus (the "Preliminary Shelf Prospectus") with the securities commissions in each of the provinces of Canada (other than Québec), and a corresponding registration statement on Form F-10 (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") under the U.S./Canada Multijurisdictional Disclosure System.

Western has filed this Preliminary Shelf Prospectus and the Registration Statement to provide the Company with greater financial flexibility going forward but has not entered into any agreements or arrangements to authorize or offer any Securities (as defined below) at this time.

When made final or effective, the Preliminary Shelf Prospectus and corresponding Registration Statement will allow Western to undertake offerings of common shares, warrants, subscription receipts and units (collectively, the "Securities"), or any combination thereof, up to an aggregate total of CAD$50,000,000 from time to time during the 25-month period that the final short form base shelf prospectus remains effective. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include "at-the-market" transactions, public offerings or strategic investments. The specific terms of any offering of Securities, including the use of proceeds from any offering, will be set forth in one or more shelf prospectus supplement(s) to be filed with applicable securities regulators.

A copy of the Preliminary Shelf Prospectus, and copies of the final short form base shelf prospectus and any shelf prospectus supplements that may be filed in the future, can be found under the Company's SEDAR profile at www.sedar.com and on EDGAR at www.sec.gov, or may be obtained by request to the Corporate Secretary of Western Copper and Gold: 15^th^ Floor, 1040 West Georgia Street, Vancouver, British Columbia V6E 4H1, Canada (TEL: 1-888-966-9995), or to info@westerncopperandgold.com

No securities regulatory authority haseither approved or disapproved the contents of this news release. The Registration Statement filed with the SEC has not yet becomeeffective. No Securities may be sold, nor may offers to buy be accepted, prior to the time the Preliminary Shelf Prospectus andRegistration Statement become effective. This news release does not constitute an offer to sell or a solicitation of an offer tobuy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 perceived merit of properties; mineral reserve and resourceestimates; capital expenditures; feasibility study results (including projected economic returns, operating costs, and capitalcosts in connection with the Casino Project); exploration results at the Company's property; budgets; permitting or other timelines;economic benefits from the mine and/or the access road; strategic plans; market price of precious and base metals; or other statementsthat are not statement of fact. In making the forward-looking statements herein, the Company has applied certain material assumptionsincluding, but not limited to, the assumptions that the circumstances surrounding the COVID-19 pandemic, although evolving, willstabilize or at least not worsen; that the extent to which COVID-19 may impact the Company, including without limitation disruptionsto the mobility of Company personnel, increased labour and transportation costs, and other related impacts, will not change ina materially adverse manner; that all regulatory approvals required to complete the Company's planned exploration and developmentactivities will be received in a timely manner and on acceptable terms; that the Company is able to procure personnel, equipmentand supplies required for its exploration and development activities in sufficient quantities and on a timely basis; and that generalbusiness conditions will not change in a materially adverse manner.

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; COVID-19 risks to employee health and safetyand a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak; uncertainties related toraising sufficient financing in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in Western'sAIF and Form 40-F, and other information released by Western and filed with 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 07-AUG-20