Western Copper & Gold Corp 6-K, filed Nov 19, 2020
Western Copper & Gold Corp (WRN)
About this 6-K
Western Copper & Gold Corp filed this 6-K on November 19, 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 November 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 [ x ] 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
| Exhibit | Description |
|---|---|
| 99.1 | Public Offering of Common Shares |
| 99.2 | News Release dated November 18, 2020 |
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 | ||
|---|---|---|
| (Registrant) | ||
| Date: November 18, 2020 | By: | /s/ Paul West-Sells |
| Paul West-Sells | ||
| Title: | Chief Executive Officer |
Western Copper and Gold Corporation: Exhibit 99.1 - Filed by newsfilecorp.com
WESTERN COPPER AND GOLD CORPORATION
Public Offering of Common Shares
November 18, 2020
A final base shelf prospectus dated November 2, 2020 containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Québec (the "Canadian Qualifying Jurisdictions"), and in a corresponding registration statement on Form F-10/A (SEC File No. 333-241689) with the United States Securities and Exchange Commission ("SEC"). A prospectus supplement dated November 18, 2020 to the final base shelf prospectus containing important information regarding the securities described in this term sheet will also be filed with the Canadian Qualifying Jurisdictions in Canada and with the SEC in the United States. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed is required to be delivered with this document.
You may get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov or SEDAR at www.sedar.com. Alternatively, copies of these documents can be obtained by contacting the Company (defined below) or Cormark Securities Inc. ("Cormark") who will arrange to send them if you request it by contacting: Cormark Securities Inc. Royal Bank Plaza, North Tower, Suite 1800, Bay Street, Toronto, Ontario M5J 2J2.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
| Offering: | Treasury offering of common shares (the "Common Shares") of Western Copper and Gold Corporation (the "Company") (the "Offering"). |
|---|---|
| Offering Price: | To be determined in the context of the market. |
| Size of Offering: | To be determined in the context of the market, but not to be less than C$20,000,000. |
| Over-Allotment Option: | The Underwriters shall have the option ("Over-Allotment Option") to sell up to that number of additional Common Shares at the Offering Price, equal to 15% of the number of Common Shares issued pursuant to the Offering, for market stabilization purposes and to cover over-allotments, if any, provided that the aggregate number of Common Shares to be issued by the Company pursuant to the Offering. |
| Use of Proceeds: | The Company intends to use the proceeds of the Offering to fund its exploration, engineering and permitting activities and for general working capital purposes. |
| Commission: | Cash commission equal to 5.0% of the aggregate gross proceeds of the Offering, other than in respect of proceeds sold under the President's List for which a 2.5% cash commission will be payable. |
| President's List: | Up to a maximum of C$12,000,000 (or such greater amount as may be agreed to by the Company and Cormark). |
| Eligibility: | The Common Shares will be eligible for Canadian RRSPs, RRIFs, DPSPs, RESPs and TFSAs |
| Selling Jurisdictions: | The Offering will be made by way of a prospectus supplement (the "Prospectus Supplement") to the Company's existing Canadian base shelf prospectus (the "Base Shelf Prospectus") and related U.S. registration statement on Form F-10 (the "Registration Statement"). The U.S. form of Base Shelf Prospectus is included in the Registration Statement. The Prospectus Supplement will be filed with the securities commissions in each of the provinces and territories of Canada, except Québec (the "Canadian Offering Jurisdictions") and the United States Securities and Exchange Commission. The Common Shares may also be offered in such other jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction. |
| Listing: | The common shares of the Company are listed on the TSX under the symbol "WRN" and on the NYSE American under the symbol "WRN". The Company will use its best efforts to ensure that the Common Shares issued in connection with the Offering will be listed on the TSX and NYSE American at the time of Closing, which listing shall be a condition of Closing. |
| --- | --- |
| Lead Underwriter: | Cormark Securities Inc. |
| Offering Basis: | Over-night marketed public offering subject to conventional deal termination provisions to be included in a definitive underwriting agreement including Material Change Out, Disaster Out, Breach, Market Out and Due Diligence. |
| Closing Date: | November 24, 2020 or such other date as the Underwriters and the Company may agree. |
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Information has been incorporated by reference in the Base Shelf Prospectus and the Prospectus Supplement from documents filed with securities commissions or similar authorities in Canada and with the United States Securities and Exchange Commission.
An investment in the Common Shares is highly speculative due to various factors, including the nature of the Company's business and should only be made by persons who can afford the total loss of their investment. Prospective investors should consider the risk factors described under "Risk Factors" in the final Base Shelf Prospectus, in the Prospectus Supplement, and in the Company's Annual Information Form for the year ended December 31, 2019 which is available under the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and on the Electronic Data Gathering, Analysis, and Retrieval system of the United States Securities and Exchange Commission at www.sec.gov*, before purchasing the Common Shares.***
Western Copper and Gold Corporation: Exhibit 99.2 - Filed by newsfilecorp.com
NEWS RELEASE
| November 18, 2020 | Release 15-2020 |
|---|
WESTERN COPPER AND GOLD ANNOUNCES OVER-NIGHT MARKETED PUBLIC OFFERING
VANCOUVER, B.C. Western Copper and Gold Corporation ("Western" or the "Company) (TSX: WRN) (NYSE American: WRN) has today filed a preliminary prospectus supplement in connection with an over-night marketed public offering (the "Offering") of common shares of the Company (the "Common Shares"). The definitive price shall be determined in the context of the market and the size of the Offering is not to be less than $20,000,000. It is expected that Cormark Securities Inc. (the "Lead Underwriter") and a syndicate of underwriters (collectively the "Underwriters") will enter into a definitive underwriting agreement with the Company on the successful marketing of the Offering. The Company has granted the Underwriters an over-allotment option to purchase up to that number of additional Common Shares equal to 15% of the Common Shares sold pursuant to the Offering, exercisable at any time up to 30 days from the closing of the Offering.
The proceeds from the sale of the Common Shares will be used for to fund its exploration, engineering and permitting activities and for general working capital purposes.
The Offering will be made by way of a prospectus supplement (the "Prospectus Supplement") to the Company's existing Canadian base shelf prospectus (the "Base Shelf Prospectus") and related U.S. registration statement on Form F-10 (SEC File No. 333-241689) (the "Registration Statement"). The U.S. form of Base Shelf Prospectus is included in the Registration Statement. The Prospectus Supplement has been filed with the securities commissions in each of the provinces and territories of Canada, except Québec, and the United States Securities and Exchange Commission (the "SEC"). The Canadian Prospectus Supplement (together with the related Canadian Base Shelf Prospectus) is available on SEDAR at www.sedar.com. The United States Prospectus Supplement (together with U.S. Base Shelf Prospectus and the Registration Statement) will be available on the SEC's website at www.sec.gov. Alternatively, the Canadian Prospectus Supplement (together with the related Canadian Base Shelf Prospectus) and the United States Prospectus Supplement (together with the related United States Base Shelf Prospectus and the Registration Statement) may be obtained, when available, upon request by contacting the Company or Cormark Securities Inc. Royal Bank Plaza, North Tower, Suite 1800, Bay Street, Toronto, Ontario M5J 2J2.
Closing is expected on or about November 24, 2020 and is subject to regulatory approval including that of the Toronto Stock Exchange and NYSE American.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon by the accuracy or adequacy of the Prospectus Supplements, the Base Shelf Prospectuses or the Registration Statement.
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.
TSX: WRN NYSE American: WRN
On behalf of the board,
"Paul West-Sells"
Dr. Paul West-Sells
President & CEO
Western Copper and Gold Corporation
Cautionary Disclaimer Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements concerning the Offering and the use of proceeds therefrom, anticipated developments in Western's operations in future periods and other matters that may occur in the future. Statements that are not historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 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 are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. These forward-looking statements may include, but are not limited to, statements regarding the Offering; the anticipated closing of the Offering; potential exercise by the Underwriters of their over-allotment option; the anticipated use of proceeds and other future plans; or other statements that are not statement of fact. 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 of the Offering will be obtained in a timely manner; all conditions precedent to completion of the Offering will be satisfied in a timely manner; the Company will be able to raise additional capital as necessary; the circumstances surrounding the COVID-19 pandemic, although evolving, will stabilize or at least not worsen; that the extent to which COVID-19 may impact the Company, including without limitation disruptions to the mobility of Company personnel, increased labour and transportation costs, and other related impacts, will not change in a materially adverse manner; that all regulatory approvals required to complete the Company's planned exploration and development activities will be received in a timely manner and on acceptable terms; that the Company is able to procure personnel, equipment and supplies required for its exploration and development activities in sufficient quantities and on a timely basis; and that general business conditions will not change in a materially adverse manner.
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; COVID-19 risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak; 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 filed with the applicable regulatory agencies.
Western's forward-looking statements are based 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 of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.