Western Copper & Gold Corp 6-K, filed Nov 7, 2025
Western Copper & Gold Corp (WRN)
About this 6-K
Western Copper & Gold Corp filed this 6-K on November 7, 2025.
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 2025
Commission File Number: 001-35075
WESTERN COPPER AND GOLD CORPORATION
(Translation of registrant's name into English)
Suite 907 – 1030 West Georgia Street,
Vancouver, BC, Canada V6E 2Y3
(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
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.
| Western Copper and Gold Corporation | ||
| (Registrant) | ||
| Date: November 6, 2025 | By: | /s/ Sandeep Singh |
| Sandeep Singh | ||
| Title: | Chief Executive Officer | |
Western Copper and Gold Corporation
Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025
(Unaudited, Expressed in Canadian dollars)
| Western Copper and Gold Corporation Condensed Interim Consolidated Financial Statements (unaudited) |
| (Expressed in Canadian dollars) |
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | ||||||
| Note | $ | $ | |||||
| ASSETS | |||||||
| Cash and cash equivalents | 3 | 10,400,485 | 14,202,317 | ||||
| Short-term investments | 4 | 44,983,055 | 53,770,674 | ||||
| Marketable securities | 5 | 725,670 | 1,079,200 | ||||
| Other assets | 578,376 | 954,853 | |||||
| CURRENT ASSETS | 56,687,586 | 70,007,044 | |||||
| Property, plant and equipment | 48,016 | 37,868 | |||||
| Right-of-use assets | 267,233 | 57,654 | |||||
| Exploration and evaluation assets | 6 | 141,284,490 | 122,690,820 | ||||
| ASSETS | 198,287,325 | 192,793,386 | |||||
| LIABILITIES | |||||||
| Accounts payable and accrued liabilities | 5,196,246 | 3,122,495 | |||||
| Current portion of lease obligation | 186,452 | 33,408 | |||||
| CURRENT LIABILITIES | 5,382,698 | 3,155,903 | |||||
| Lease obligations | 92,392 | 27,231 | |||||
| LIABILITIES | 5,475,090 | 3,183,134 | |||||
| SHAREHOLDERS' EQUITY | |||||||
| Share capital | 7 | 277,814,004 | 272,544,984 | ||||
| Contributed surplus | 39,005,151 | 38,916,835 | |||||
| Deficit | (124,006,920 | ) | (121,851,567 | ) | |||
| SHAREHOLDERS' EQUITY | 192,812,235 | 189,610,252 | |||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | 198,287,325 | 192,793,386 |
Approved by the Board of Directors
| /s/ Robert Chausse Director | /s/ Klaus Zeitler Director |
| Western Copper and Gold Corporation Condensed Interim Consolidated Financial Statements (unaudited) |
| (Expressed in Canadian dollars) |
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| Note | $ | $ | $ | $ | |||||||||
| Depreciation | 31,333 | 38,817 | 64,715 | 141,685 | |||||||||
| Filing and regulatory fees | 25,284 | 12,714 | 303,991 | 337,536 | |||||||||
| Office and administration | 274,105 | 159,446 | 598,924 | 440,002 | |||||||||
| Professional fees | 180,952 | 68,107 | 536,861 | 681,285 | |||||||||
| Share-based payments | 9a | 474,126 | 586,662 | 1,863,782 | 1,919,916 | ||||||||
| Shareholder communication and travel | 216,514 | 156,222 | 570,179 | 576,738 | |||||||||
| Wages and benefits | 631,958 | 909,057 | 2,049,748 | 3,310,671 | |||||||||
| CORPORATE EXPENSES | 1,834,272 | 1,931,025 | 5,988,200 | 7,407,833 | |||||||||
| Foreign exchange (gain) loss | (3,223 | ) | 3,581 | (194 | ) | 3,837 | |||||||
| Interest income | (406,624 | ) | (906,389 | ) | (1,614,346 | ) | (1,885,148 | ) | |||||
| Gain on marketable securities | 5 | (534,133 | ) | (347,480 | ) | (2,218,307 | ) | (198,320 | ) | ||||
| LOSS AND COMPREHENSIVE LOSS | 890,292 | 680,737 | 2,155,353 | 5,328,202 | |||||||||
| Basic and diluted loss per share | 0.00 | 0.00 | 0.01 | 0.03 | |||||||||
| Weighted average number of common shares outstanding | 201,393,862 | 198,219,077 | 200,217,426 | 184,430,985 | |||||||||
| Western Copper and Gold Corporation Condensed Interim Consolidated Financial Statements (unaudited) |
| (Expressed in Canadian dollars) |
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the nine months ended September 30, | 2025 | 2024 | |||||
| $ | $ | ||||||
| Cash flows provided by (used in) | Note | ||||||
| OPERATING ACTIVITIES | |||||||
| Loss and comprehensive loss | (2,155,353 | ) | (5,328,202 | ) | |||
| ITEMS NOT AFFECTING CASH | |||||||
| Depreciation | 64,715 | 141,685 | |||||
| Finance costs | 8,221 | 7,169 | |||||
| Gain on marketable securities | (2,218,307 | ) | (198,320 | ) | |||
| Share-based payments | 1,863,782 | 1,919,916 | |||||
| (281,589 | ) | 1,870,450 | |||||
| Change in non-cash working capital items | 13 | 53,324 | (294,102 | ) | |||
| Settlement of DSU's | 9c | (77,348 | ) | - | |||
| OPERATING ACTIVITIES | (2,460,966 | ) | (3,751,854 | ) | |||
| FINANCING ACTIVITIES | |||||||
| Financings | - | 54,282,153 | |||||
| Financing costs | - | (3,243,466 | ) | ||||
| Exercise of stock options | 9a | 1,857,084 | 3,465,000 | ||||
| Exercise of warrants | 8 | 1,275,000 | - | ||||
| Lease payments | (62,252 | ) | (170,215 | ) | |||
| FINANCING ACTIVITIES | 3,069,832 | 54,333,472 | |||||
| INVESTING ACTIVITIES | |||||||
| Redemption (purchase) of short-term investments - net | 8,187,879 | (51,197,377 | ) | ||||
| Mineral property expenditures | (15,120,339 | ) | (8,874,509 | ) | |||
| Proceeds from sale of marketable securities | 2,571,837 | - | |||||
| Purchase of property, plant and equipment | (50,075 | ) | - | ||||
| INVESTING ACTIVITIES | (4,410,698 | ) | (60,071,886 | ) | |||
| CHANGE IN CASH AND CASH EQUIVALENTS | (3,801,832 | ) | (9,490,268 | ) | |||
| Cash and cash equivalents - Beginning | 14,202,317 | 25,971,261 | |||||
| CASH AND CASH EQUIVALENTS - ENDING | 10,400,485 | 16,480,993 |
| Western Copper and Gold Corporation Condensed Interim Consolidated Financial Statements (unaudited) |
| (Expressed in Canadian dollars) |
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
| Number of Shares |
Share Capital | Contributed Surplus |
Deficit | Shareholders' Equity |
|||||||||||
| $ | $ | $ | $ | ||||||||||||
| DECEMBER 31, 2023 | 166,091,245 | 216,289,331 | 38,084,656 | (114,929,737 | ) | 139,444,250 | |||||||||
| Private placement | 5,071,640 | 8,282,154 | - | - | 8,282,154 | ||||||||||
| Private placement issuance costs | - | (133,845 | ) | - | - | (133,845 | ) | ||||||||
| Equity offering | 24,210,526 | 45,999,999 | - | - | 45,999,999 | ||||||||||
| Equity offering costs | - | (3,109,621 | ) | - | - | (3,109,621 | ) | ||||||||
| Exercise of stock options | 2,750,000 | 4,685,480 | (1,220,480 | ) | - | 3,465,000 | |||||||||
| Exercise of restricted share units | 108,007 | 223,709 | (223,709 | ) | - | - | |||||||||
| Share-based payments | - | - | 2,063,779 | - | 2,063,779 | ||||||||||
| Loss and comprehensive loss | - | - | - | (5,328,202 | ) | (5,328,202 | ) | ||||||||
| SEPTEMBER 30, 2024 | 198,231,418 | 272,237,207 | 38,704,246 | (120,257,939 | ) | 190,683,514 | |||||||||
| Private placement issuance costs | - | (76,318 | ) | - | - | (76,318 | ) | ||||||||
| Equity offering costs | - | 45,981 | - | - | 45,981 | ||||||||||
| Exercise of restricted share units | 159,900 | 338,114 | (338,114 | ) | - | - | |||||||||
| Share-based payments | - | - | 550,703 | - | 550,703 | ||||||||||
| Loss and comprehensive loss | - | - | - | (1,593,628 | ) | (1,593,628 | ) | ||||||||
| DECEMBER 31, 2024 | 198,391,318 | 272,544,984 | 38,916,835 | (121,851,567 | ) | 189,610,252 | |||||||||
| Exercise of restricted share units | 207,940 | 370,697 | (370,697 | ) | - | - | |||||||||
| Exercise of warrants | 1,500,000 | 1,626,000 | (351,000 | ) | - | 1,275,000 | |||||||||
| Exercise of stock options | 1,383,334 | 2,907,693 | (768,609 | ) | - | 2,139,084 | |||||||||
| Exercise of deferred share units | 171,700 | 364,630 | (739,725 | ) | - | (375,095 | ) | ||||||||
| Share-based payments | - | - | 2,318,347 | - | 2,318,347 | ||||||||||
| Loss and comprehensive loss | - | - | - | (2,155,353 | ) | (2,155,353 | ) | ||||||||
| SEPTEMBER 30, 2025 | 201,654,292 | 277,814,004 | 39,005,151 | (124,006,920 | ) | 192,812,235 |
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
1. NATURE OF OPERATIONS
Western Copper and Gold Corporation (together with its subsidiaries, "Western" or the "Company") is directly engaged in exploration, permitting and development of the Casino mineral property located in Yukon, Canada (the "Casino Project").
The Company is incorporated in British Columbia, Canada. Its head office is located at 907-1030 West Georgia Street, Vancouver, British Columbia.
While Western has been successful in raising sufficient capital to fund its operations, if the Company successfully progresses through permitting to the development and construction stage for the Casino Project, the Company will need to raise additional funds to complete the development and construction of the Casino Project. There can be no assurance that it will be able to raise such project financing in the future.
2. BASIS OF PRESENTATION
a. Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") as applicable to the preparation of interim financial statements under IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards.
These financial statements were approved for issue by the Company's board of directors on November 6, 2025.
b. IFRS Pronouncements
Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.
c. Accounting estimates and judgments
The preparation of financial statements in conformity with IFRS Accounting Standards requires management to exercise judgement in the process of applying its accounting policies and to make estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ from those estimates. Differences may be material.
The Company is required to make significant judgements in assessing whether there are any indicators of impairment relating to its exploration and evaluation asset. If any such indicator exists, then an impairment test is performed by management. Indicators of impairment may include (i) the period for which the entity has the right to explore in the specific area has expired during the year or will expire; (ii) substantive expenditures on further exploration for the evaluation of mineral resources in the specific area is neither budgeted nor planned; (iii) sufficient data exists to support that extracting the resources will not be technically feasible or commercially viable; and (iv) development or sale of a specific area is unlikely to recover existing exploration and evaluation asset costs. If any of these indicators are present, management would need to assess whether the exploration and evaluation asset should be impaired. There are no indicators of impairment as of September 30, 2025.
Changes in any of the assumptions or estimates used in determining the recoverable amount could impact the impairment analysis. Management did not identify any impairment indicators during the nine months ending September 30, 2025.
Judgment is required in assessing whether a mineral property is in the exploration and evaluation phase and should be classified as an exploration and evaluation asset or if the exploration and evaluation phase has been completed and the mineral property should be reclassified as property and equipment. We determined that although a feasibility study for the Casino Project has been completed, the Company has not yet received the necessary licenses and permits required to consider the exploration and evaluation stage to have been completed.
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
3. CASH AND CASH EQUIVALENTS
A breakdown of the Company's cash and cash equivalents is as follows:
| As of | September 30, 2025 |
December 31, 2024 |
||||
| $ | $ | |||||
| Cash | 6,582,995 | 6,740,232 | ||||
| Cash equivalents | 3,817,490 | 7,462,085 | ||||
| TOTAL | 10,400,485 | 14,202,317 |
As at September 30, 2025, cash equivalents are comprised of cashable guaranteed investment certificates ("GICs") with a weighted average interest rate of 2.70% and term of 90 days (December 31, 2024 - 3.54% and 60 days).
4. SHORT-TERM INVESTMENTS
As at September 30, 2025, the Company had $44,312,122 (December 31, 2024 - $52,500,000) invested in Canadian dollar-denominated GICs, plus total accrued interest of $670,933 (December 31, 2024 - $1,270,674). The GICs had a weighted average interest rate of 3.20% and a term of 328 days (December 31, 2024 - 4.83% and 347 days). The GICs are issued by Schedule 1 chartered banks in Canada.
5. MARKETABLE SECURITIES
As at September 30, 2025, the Company held marketable securities with an aggregate fair value of $725,670 (December 31, 2024 - $1,079,200). The fair value of the marketable securities is determined by reference to published price quotations in an active market (classified as level 1 in the fair value hierarchy).
6. EXPLORATION AND EVALUATION ASSETS
a. Casino (100% - Yukon, Canada)
The Casino Project is a copper-gold porphyry deposit located in Yukon, Canada.
The Casino Property is subject to a 2.75% NSR on the claims comprising the Casino project in favour of Osisko Gold Royalties Ltd. ("Osisko Gold") pursuant to the Royalty Assignment and Assumption Agreement dated July 31, 2017 when 8248567 Canada Limited assigned to Osisko Gold all of its rights, title and interest in the 2.75% NSR.
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
b. Exploration and evaluation expenditures
| Total | |||
| $ | |||
| DECEMBER 31, 2023 | 110,236,198 | ||
| Claims and maintenance | 23,376 | ||
| Engineering | 868,331 | ||
| Exploration and camp support | 437,632 | ||
| Permitting | 9,674,264 | ||
| Salary and wages | 1,289,677 | ||
| Share-based payments | 161,342 | ||
| DECEMBER 31, 2024 | 122,690,820 | ||
| Claims and maintenance Engineering |
38,133 765,081 |
||
| Exploration and camp support | 899,055 | ||
| Permitting | 14,972,034 | ||
| Salary and wages | 1,441,926 | ||
| Share-based payments | 477,441 | ||
| SEPTEMBER 30, 2025 | 141,284,490 |
7. SHARE CAPITAL
a. Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
b. Financing
On May 6, 2024, the Company completed a private placement with Rio Tinto Canada ("Rio Tinto") pursuant to Rio Tinto's subscription rights as a result of the bought deal public offering (the "Offering") completed on April 30, 2024 (see below). Rio Tinto acquired 2,609,890 common shares of the Company at a price of $1.90 per common share for gross proceeds of $4,958,791.
On April 30, 2024, the Company completed the Offering and sold 24,210,526 common shares at a price of $1.90 per common share for gross proceeds of $45,999,999. The Company incurred $3,063,640 costs associated with the Offering.
On March 25, 2024, the Company completed a private placement with Rio Tinto pursuant to Rio Tinto's subscription rights as a result of the private placement completed on March 1, 2024 (see below). Rio Tinto acquired 239,528 common shares of the Company at a price of $1.35 per common share for gross proceeds of $323,363.
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
On March 1, 2024, the Company completed a private placement with Sandeep Singh, the Company's Chief Executive Officer. Mr. Singh purchased 2,222,222 common shares of the Company at a price of $1.35 per common share for gross proceeds of approximately $3,000,000. The Company incurred $210,162 in costs associated with the private placements.
8. WARRANTS
A summary of the Company's warrants outstanding, including changes for the periods then ended, is presented below:
| Number of warrants |
Weighted average exercise price |
|||||
| $ | ||||||
| DECEMBER 31, 2024 | 1,500,000 | 0.85 | ||||
| Exercised | (1,500,000 | ) | 0.85 | |||
| September 30, 2025 | - | - |
During the nine-months ended September 30, 2025, 1,500,000 warrants were exercised at an exercise price of $0.85 for gross proceeds of $1,275,000. The fair value of the warrants as of the date of issuance of $351,000 recorded in contributed surplus was reclassified to share capital upon exercise.
9. EQUITY INCENTIVE PLANS
The Company has three equity incentive plans consisting of a stock option plan (the "Option Plan"), a restricted share unit plan (the "RSU Plan") and a deferred share unit plan (the "DSU Plan") (collectively the "Equity Incentive Plans"). Pursuant to the Company's annual general meeting held on June 17, 2021, it was approved that the maximum aggregate number of common shares issuable under the Equity Incentive Plans cannot exceed 10% of number of common shares issued and outstanding.
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
a. Stock Options and Share-based payments
Stock Options
Under the Option Plan, the exercise price of the stock options must be greater than, or equal to, the market value of the Company's common shares on the last trading day immediately preceding the date of grant. Stock options vest over a two year period from the date of grant unless otherwise determined by the directors. The maximum stock option term is 10 years. At September 30, 2025, the Company could grant an additional 3,740,311 stock options under the terms of the stock option plan. A summary of the Company's stock options outstanding and the changes for the periods then ended, is presented below:
| Number of stock options |
Weighted average exercise price |
|||||
| $ | ||||||
| DECEMBER 31, 2023 | 6,714,334 | 1.59 | ||||
| Granted | 4,837,000 | 1.70 | ||||
| Exercised | (2,750,000 | ) | 1.26 | |||
| Expired/Cancelled | (94,000 | ) | 2.09 | |||
| DECEMBER 31, 2024 | 8,707,334 | 1.75 | ||||
| Granted | 481,225 | 1.61 | ||||
| Exercised Expired/Forfeited |
(1,383,334) (835,262 |
) | 1.54 1.68 |
|||
| SEPTEMBER 30, 2025 | 6,969,963 | 1.79 |
During the three and nine months ended September 30, 2025, the Company recognized an expense in respect of stock options of $198,040 and $747,872, respectively, in the statement of loss and comprehensive loss (three and nine months ended September 30, 2024 - $293,488 and $1,024,780, respectively). During the three and nine months ended September 30, 2025, $22,296 and $95,602, respectively, was capitalized (three and nine months ended September 30, 2024, $17,017 and $46,896, respectively) in the exploration and evaluation assets in relation to stock options.
On June 12, 2025, 200,000 stock options were exercised by a former director of the Company. The proceeds from this exercise were settled against the cash payable pursuant to a concurrent DSU settlement (Note 9c).
Stock options outstanding are as follows:
| Stock options outstanding, by exercise price |
Number of Stock options |
Weighted average exercise price |
Average remaining contractual life |
||||||
| $ | years | ||||||||
| $1.11 - $1.41 | 1,000,000 | 1.35 | 3.39 | ||||||
| $1.42 - $1.66 | 2,855,963 | 1.58 | 3.60 | ||||||
| $1.67 - $2.10 | 1,686,000 | 2.06 | 1.78 | ||||||
| $2.11 - $2.22 | 1,428,000 | 2.19 | 3.09 | ||||||
| SEPTEMBER 30, 2025 | 6,969,963 | 1.79 | 3.02 |
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
The average share price for options exercised during the nine months ended September 30, 2025, was $1.54 (nine months ended September 30, 2024 - $1.26). Of the total stock options outstanding, 4,031,994 were vested and exercisable at September 30, 2025. The weighted average exercise price of vested stock options is $1.81, and the average remaining contractual life is 2.57 years.
Share-based payments
During the nine months ended September 30, 2025, the Company granted 481,225 (nine months ended September 30, 2024 - 4,742,000) stock options to employees, directors and consultants. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average assumptions and resulting fair values are as follows:
| Inputs and assumptions | Nine months ended September 30, 2025 |
Nine months ended September 30, 2024 |
| Exercise price | $1.61 | $1.69 |
| Market price | $1.61 | $1.49 |
| Expected option term (years) | 5.0 | 3.0 |
| Expected stock price volatility | 54.0% | 47.3% |
| Average risk-free interest rate | 3.15% | 3.88% |
| Expected forfeiture rate | - | - |
| Expected dividend yield | - | - |
| FAIR VALUE PER OPTION GRANTED | $0.80 | $0.47 |
b. Restricted Share Units
The Company granted restricted share units ("RSUs") in accordance with the RSU plan approved at the June 17, 2021 shareholders meeting. These RSUs vest in three equal tranches: Tranche one - on completion of 12 months from grant date, Tranche two - on completion of eighteen months from the grant date and Tranche three - on completion of twenty-four months from grant date. These RSUs are classified as equity-settled as these awards will be settled by issuing the shares and are valued at the market price of the Company shares on the date of grant. As at September 30, 2025, the Company could grant an additional 4,427,078 RSUs under the RSU Plan. A summary of the Company's RSUs outstanding and the changes for the periods then ended, is presented below:
| Number of shares issued or issuable on vesting | |||
| DECEMBER 31, 2023 | 631,576 | ||
| RSUs Granted | 444,541 | ||
| RSUs Converted to common shares | (267,907 | ) | |
| RSUs Forfeited | (152,467 | ) | |
| DECEMBER 31, 2024 | 655,743 | ||
| RSUs Granted | 986,682 | ||
| RSUs Converted to common shares | (207,940 | ) | |
| RSUs Forfeited | (51,796 | ) | |
| SEPTEMBER 30, 2025 | 1,382,689 |
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
In relation to RSUs, the Company recognized an expense of $231,824 and $781,157 for the three and nine months ended September 30, 2025, respectively (three and nine months ended September 30, 2024 - $215,210 and $553,895, respectively) in the statements of loss and comprehensive loss. During the three and nine months ended September 30, 2025, $90,687 and $381,839 respectively, was capitalized, (three and nine months ended September 30, 2024 - $20,720 and $96,967, respectively) in the exploration and evaluation assets.
c. Deferred Share Units
Only directors of the Company are eligible for deferred share units ("DSUs") and each DSU vests immediately and is redeemed upon a director ceasing to be a director of the Company. DSUs are classified as equity-settled as these awards will be settled by issuing the shares and are valued at the market price of the Company shares on the date of grant. As at September 30, 2025, the Company could issue an additional 3,160,150 DSUs under the DSU Plan.
| Number of shares issuable | |||
| DECEMBER 31, 2023 | 472,600 | ||
| DSUs Granted | 185,700 | ||
| DECEMBER 31, 2024 | 658,300 | ||
| DSUs Granted | 196,082 | ||
| DSUs Settled | (369,144 | ) | |
| SEPTEMBER 30, 2025 | 485,238 |
In relation to DSUs, the Company recognized an expense of $42,136 and $311,877 for the three and nine months ended September 30, 2025, respectively (three and nine months ended September 30, 2024 - $77,964 and $341,241, respectively) in the statements of loss and comprehensive loss.
During the six months ended June 30, 2025, 197,444 deferred share units were settled by way of cash, rather than the issuance of shares. The aggregate cash payment owing of $359,348 was net against the cash proceeds receivable from a concurrent option exercise of $282,000 (Note 9a), resulting in a net cash payment to the holder of $77,348.
10. KEY MANAGEMENT COMPENSATION
The Company's key management includes its directors and officers. The remuneration of key management was as follows:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| $ | $ | $ | $ | |||||||||
| Salaries and director fees | 539,100 | 706,782 | 1,635,739 | 2,804,010 | ||||||||
| Share-based payments | 551,088 | 559,905 | 1,896,393 | 1,854,011 | ||||||||
| KEY MANAGEMENT COMPENSATION | 1,090,188 | 1,266,687 | 3,532,132 | 4,658,021 | ||||||||
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
Share-based payments represent the fair value of vested stock options, RSUs and DSUs previously granted to directors and officers during the periods presented above. Salaries and share-based payments for certain officers are capitalized in exploration and evaluation assets and the balance is recognized in the statement of loss and comprehensive loss.
During the three and nine months ended September 30, 2025, the Company recorded a bonus accrual of $181,501 and $544,504, respectively, which is recorded in salaries and director fees above. There was no bonus accrual recognized during the three and nine months ended September 30, 2024.
During the three and nine months-ended September 30, 2025, the Company paid fees of $33,369 to a company controlled by a director of the Company for consulting services related to permitting activities for the Casino Project. There were no such fees incurred during the three and nine months ended September 30, 2024.
11. SURETY BONDING
The Company holds a surety bonding arrangement with a third-party (the "Surety") in order to satisfy bonding requirements in the Yukon Territory. The total value of the Surety is $786,777 of which $nil is collateralized on the balance sheet as at September 30, 2025 (December 31, 2024 - $nil).
12. SEGMENTED INFORMATION
The Company's operations are in one segment: the acquisition, exploration, and future development of mineral resource properties. All interest income is earned in Canada and all assets are held in Canada.
13. SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash working capital items
| For the nine months ended September 30, | 2025 | 2024 | ||||
| $ | $ | |||||
| Change in other assets | 276,514 | 340,675 | ||||
| Change in accrued interest | 599,740 | (916,132 | ) | |||
| Change in accounts payable and accrued liabilities related to operations | (822,930 | ) | 281,355 | |||
| CHANGE IN NON-CASH WORKING CAPITAL ITEMS | 53,324 | (294,102 | ) |
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
14. CAPITAL MANAGEMENT
The Company considers capital to be equity composed of share capital, contributed surplus, and deficit. It is the Company's objective to safeguard its ability to continue as a going concern so that it can continue to explore and develop mineral resource properties.
The Company monitors its cash position on a regular basis to determine whether sufficient funds are available to meet its short-term and long-term corporate objectives, and makes adjustments to its plans for changes in economic conditions, capital markets and the risk characteristics of the underlying assets.
To maintain its objectives, the Company may attempt to issue new shares, seek debt financing, acquire or dispose of assets or change the timing of its planned exploration and development projects. There is no assurance that these initiatives will be successful.
There was no change in the Company's approach to capital management during the period. Western has no debt and does not pay dividends. The Company is not subject to any externally imposed capital restrictions.
15. FINANCIAL INSTRUMENT RISK
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has exposure to liquidity, credit, and market risk from the use of financial instruments. Financial instruments consist of cash and cash equivalents, short-term investments, marketable securities, certain other assets, and accounts payable and accrued liabilities.
a. Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. The Company uses cash forecasts to ensure that there is sufficient cash on hand to meet short-term business requirements. Cash is invested in redeemable GICs, which are highly liquid investments and available to discharge obligations when they come due. The Company does not maintain a line of credit.
b. Credit risk
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and short-term investments. These financial instruments are at risk to the extent that the institutions issuing or holding them cannot redeem amounts when they are due or requested. To limit its credit risk, the Company uses a restrictive investment policy. Cash and cash equivalents and short-term investments are held with high quality financial institutions. Substantially all cash and cash equivalents and short-term investments held with financial institutions exceeds government-insured limits. We have established credit policies that seek to minimize our credit risk by entering into transactions with investment grade credit worthy and reputable financial institutions. The carrying amount of financial assets, other than marketable securities, recorded in the financial statements represents Western's maximum exposure to credit risk.
| Western Copper and Gold Corporation Notes to the Condensed Interim Consolidated Financial Statements As at and for the nine months ended September 30, 2025 (unaudited) |
| (Expressed in Canadian dollars) |
c. Market risk
The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities. The Company has no control over these fluctuations and does not hedge its investments. Marketable securities are adjusted to fair value at each balance sheet date. A 10% fluctuation in value of its publicly traded marketable securities rate would have a minimal impact on the Company's loss and comprehensive loss.
As at September 30, 2025, the carrying amounts of cash and cash equivalents, short-term investments, and accounts payable and accrued liabilities are considered to be reasonable approximations of their fair values due to the short-term nature of these instruments. The fair value of the marketable securities is determined by reference to published price quotations in an active market (classified as level 1 in the fair value hierarchy).
d. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's financial assets and liabilities are not exposed to interest rate risk due to their short-term nature and maturity. Cash and equivalents and short-term investments are subject to fixed interest rates. The Company is not subject to interest rate risk.
| WESTERN COPPER AND GOLD CORPORATION |
| (Expressed in Canadian dollars, unless otherwise indicated) |
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
The following management discussion and analysis of Western Copper and Gold Corporation (together with its subsidiaries, "Western" or the "Company") is dated November 6, 2025 and provides an analysis of the Company's results of operations for the three and nine months ended September 30, 2025.
This discussion is intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as certain forward-looking statements relating to its potential future performance. The information should be read in conjunction with Western's condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") as applicable to the preparation of interim financial statements under IAS 34, Interim Financial Reporting and Western's audited consolidated financial statements for the year ended December 31, 2024, and the notes thereto, which have been prepared in accordance with IFRS Accounting Standards. The Company's accounting policies are described in note 3 to the audited consolidated financial statements for the year ended December 31, 2024. All of the financial information presented herein is expressed in Canadian dollars, unless otherwise indicated.
Western is listed on the Toronto Stock Exchange ("TSX") and the NYSE American under the symbol WRN. The Company's Annual Information Form for the year ended December 31, 2024, ("AIF"), is filed with Canadian regulators on SEDAR+ at www.sedarplus.ca. This information, along with Western's annual report on Form 40-F, filed with the United States Securities and Exchange Commission (the "SEC"), is also available at edgar.sec.gov/edgar.shtml.
The operations of the Company are speculative due to the high-risk nature of the mining industry and given the Company is an exploration and permitting stage company. Western faces risks that are generally applicable to its industry and others that are specific to its operations. Certain key risks affecting the Company's current and future operations are discussed in its AIF and Form 40-F. This list is not exhaustive. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company's operations. Such risk factors could materially affect the value of the Company's assets and future operating results, and could cause actual results to differ materially from those described in the forward-looking statements contained in this management discussion and analysis. Reference is made to the discussion of forward-looking statements at the end of this document.
DESCRIPTION OF BUSINESS
Western Copper and Gold Corporation and its wholly-owned subsidiary, Casino Mining Corp. ("Casino Mining"), are focused on advancing the Casino project ("Casino", "Project" or "Casino Project"). The Casino Project is located in Yukon, Canada and hosts one of the largest undeveloped copper-gold deposits in Canada. Alongside an organizational commitment to sustainable mining practices, the Casino Project has the potential to become a landmark, multi-generational, critical minerals operation in Canada.
CORPORATE DEVELOPMENTS
Financings
On February 25, 2025, 1,500,000 warrants were exercised at an exercise price of $0.85 for gross proceeds of $1,275,000.
During the nine-months ended September 30, 2025, 1,383,334 stock options were exercised at a weighted average exercise price of $1.54 for gross proceeds of $1,857,084.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
On May 6, 2024, the Company completed a private placement with Rio Tinto Canada Inc. ("Rio Tinto") pursuant to Rio Tinto's participation rights as a result of the bought deal public offering completed on April 30, 2024. Rio Tinto acquired 2,609,890 common shares of the Company at a price of $1.90 per common share for gross proceeds of $4,958,791 resulting in Rio Tinto maintaining their 9.7% ownership in the Company (Rio Tinto currently holds 9.4%).
On April 30, 2024, the Company completed a bought deal public offering of 24,210,526 common shares of the Company at a price of $1.90 per common share for gross proceeds of $46.0 million.
On March 25, 2024, the Company completed a private placement with Rio Tinto pursuant to Rio Tinto's subscription rights as a result of the private placement completed on March 1, 2024. Rio Tinto acquired 239,528 common shares of the Company at a price of $1.35 per common share for gross proceeds of $323,363.
On March 1, 2024, the Company completed a private placement with Sandeep Singh, President and Chief Executive Officer ("CEO") of the Company. Mr. Singh acquired 2,222,222 common shares at a price of $1.35 per share for gross proceeds of approximately $3 million.
Strategic Investment by Mitsubishi Materials Corporation
On May 28, 2025, the Company announced that Mitsubishi Materials Corporation ("Mitsubishi Materials") has completed the precondition for the previously announced extension of their investor rights agreement from April 15, 2025. Mitsubishi Materials acquired two million common shares of the Company through open market purchases, taking their overall ownership to approximately 5.0%. Consequently, the investor rights agreement between the two groups has now been extended to May 30, 2026, in accordance with the amended terms announced on April 15, 2025. These purchases are non-dilutive to existing shareholders, as no new shares were issued by the Company.
In connection with this extended and revised investor rights agreement, Mitsubishi Materials, has certain rights until May 30, 2026, including the continued right to appoint:
(a) one member to a Casino Project Technical and Sustainability Committee, and
(b) the right to appoint the greater of one director of the Company or 17% of the number of directors (rounding to the nearest whole number), if Mitsubishi Materials' ownership increases to at least 12.5%.
Until May 30, 2026, Mitsubishi Materials also has the right to participate in future equity issuances to maintain its ownership in the Company and, in the event its ownership increases to 8.0%, will be provided with a one-time "demand registration right" and "piggy-back registration rights." Mitsubishi Materials will have the right of first negotiation, until the later of (a) its ownership falling below 3.0%, and (b) May 30, 2026, to offtake at least its proportionate share of minerals produced from the Casino Project.
Strategic Investment by Rio Tinto Canada
On June 16, 2025, the Company extended and revised the investor rights agreement with Rio Tinto Canada Inc. ("Rio Tinto"). As part of the revised investor rights agreement, Rio Tinto will continue to hold a seat on the Casino Technical and Sustainability Committee. Rio Tinto's existing standstill and trading restrictions, along with certain other obligations, will remain in effect, while the previous board observer right and potential board seat rights, have been extinguished. The revised investor rights agreement will expire on the earlier of November 30, 2026, or when Rio Tinto's ownership falls below 5%. Rio Tinto has a 9.4% ownership interest in the Company.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
Under the amended and restated investor rights agreement until November 26, 2026, Rio Tinto has agreed:
- not to sell, transfer, offer or otherwise dispose of any shares, subject to certain exceptions
- not to acquire any securities of the Company, subject to certain exceptions
- to abstain from voting or vote any shares in favor of each director nominated by the board of directors of the Company for election by shareholders.
In connection with this extended and revised the investor rights agreement, Rio Tinto has certain rights until November 26, 2026, including the right to appoint:
- one member to the Casino Project Technical and Sustainability Committee
- up to three secondees to the Casino Project
- the right to participate in future equity issuances to maintain its ownership in the Company
- a one-time "demand registration right" and "piggy-back registration rights."
On May 6, 2024, the Company completed a private placement with Rio Tinto pursuant to Rio Tinto's participation rights as a result of the bought deal public offering completed on April 30, 2024. Rio Tinto acquired 2,609,890 common shares of the Company at a price of $1.90 per common share for gross proceeds of $4,958,791 resulting in Rio Tinto maintaining their 9.7% ownership in the Company at the time (Rio Tinto currently holds 9.4%).
On March 25, 2024, the Company completed a private placement with Rio Tinto pursuant to Rio Tinto's subscription rights as a result of the private placement completed on March 1, 2024. Rio Tinto acquired 239,528 common shares of the Company at a price of $1.35 per common share for gross proceeds of $323,363.
Management and Board Changes
On June 14, 2025, following the voting results from the Company's Annual General Meeting, the Company announced the appointment of Pamela O'Hara to the board of directors. Dr. Bill Williams and Tara Christie did not stand for re-election.
On January 2, 2025, the Company announced it had completed its previously announced management succession process. Dr. Paul West-Sells' role as President of the Company concluded on December 31, 2024, and Mr. Sandeep Singh has assumed the role of President alongside his existing responsibilities as CEO.
On September 27, 2024, the Company announced the appointment of Mr. Raymond Threlkeld as Chairman of the Board. Mr. Threlkeld, who joined the Board on June 27, 2024, succeeded Dr. Bill Williams, who served as Interim Chairman since February 22, 2024.
On July 16, 2024, the Company announced that in mid-August Mr. Michael Psihogios would take over the role as Chief Financial Officer ("CFO") from Mr. Varun Prasad. Concurrently the Company announced that in early August Mr. Jeff Eng would be assuming the role of Vice President, Projects.
On February 22, 2024, Mr. Sandeep Singh was appointed CEO of the Company.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
CASINO PROJECT UPDATE
Permitting and Submission of the Environmental and Socio-economic Effects Statement ("ESE Statement")
On October 6, 2025, the Company announced the submission of its ESE Statement for the proposed Casino Project to the Yukon Environmental and Socio-economic Assessment Board ("YESAB").
The submission is an important step in the Panel Review process under the Yukon Environmental and Socio-economic Assessment Act ("YESAA"), representing a significant positive step in the permitting process for Casino.
The ESE Statement details the assessment of potential Project-related and cumulative environmental and socio-economic effects for Valued Environmental and Socio-economic Components ("VESECs"). With the implementation of a comprehensive suite of environmental management measures, including mitigation measures, management and monitoring plans, and an adaptive management approach, Project-related residual effects and any cumulative residual effects were assessed to be not significant across all VESECs.
The next step will involve a sufficiency check by YESAB's Executive Committee to confirm that the ESE Statement meets the ESE Statement Guidelines, as well as other preparatory steps by YESAB to formally establish the Panel of the Board, which will conduct a comprehensive assessment of the Project.
Economic Impacts of the Casino Project
The Company engaged MNP LLP, a Canadian accounting and consulting firm, to conduct updated economic impact modeling that quantifies Casino's direct, indirect, and induced economic effects across Canada.
Study Highlights (at US$3.60/lb Cu and US$1,700/oz Au):
- Economic Growth: Over its proposed 27-year mine life, Casino is estimated to contribute over C$44 billion to Canada's GDP, including over C$37 billion in the Yukon.
- Job Creation: Casino would directly employ approximately 700 workers and create an additional 2,000 jobs across suppliers, contractors, and local businesses, generating over C$12 billion in wages and salaries over the mine life.
- Government Revenues: Each year, Casino is forecasted to generate C$175 million in tax revenue for the Government of Yukon and C$231 million for the Government of Canada.
- Critical Minerals Production in Canada: Casino is positioned to become one of North America's largest producers of copper and molybdenum - both included on Canada's official list of critical minerals, with copper designated as one of six priority critical minerals essential for economic growth.
Infrastructure
The Company continues to provide updates on infrastructure initiatives supporting the development of Casino Project, including the B.C.-Yukon Grid Connect Project, Yukon Resource Gateway Project, and the Port of Skagway Transportation Study.
B.C.-Yukon Grid Connect Project:
On September 17, 2024, Natural Resources Canada ("NRCan") conditionally approved $40 million in funding to advance pre-feasibility work for a high-voltage transmission energy corridor connecting the isolated Yukon electrical grid to the North American grid in British Columbia (the "Grid Connect"). Western is pleased to report that the conditions for this funding have been met by the Yukon Development Corporation ("YDC"), an entity of the Government of Yukon, which included a 25% YDC funding commitment over and above the $40 million from NRCan. Subsequently, a contribution agreement with NRCan was officially signed in Ottawa on February 14, 2025, where project planning activities have since commenced. With its significant industrial load, the Casino Project is central to the concept behind the Grid Connect - its advancement signals confidence in the Casino Project's potential and its role in shaping the Yukon's future infrastructure. While Western continues to advance LNG as the Casino Project's base case power solution, the Company looks forward to working alongside YDC and First Nations to help make the grid connection a success.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
On October 1, 2025, YDC published a report on the shared benefits of the Grid Connect, noting that the project links Canada's northwest to the North American grid. The transmission line will electrify several diesel-reliant communities and significant critical mineral developments in the Yukon and B.C.'s Northwest Corridor.
Yukon Resource Gateway Project:
On March 22, 2025, the Government of Yukon announced the inclusion of the Dempster Highway in the Yukon Resource Gateway Project ("Gateway Project"), expanding the scope of the initiative to include Arctic security and regional connectivity. Whilst positive for the Yukon, a portion of funding previously allocated to the Casino Copper-Gold Access Road has been redirected to support this near-term priority. Western remains in close collaboration with the Yukon government, and discussions on future funding are expected to advance as the project moves through the environmental assessment process, which includes the road.
Port of Skagway Transportation Study:
Western has completed an updated transportation study evaluating options for shipping concentrate from the Casino Project to the Port of Skagway ("Skagway"). The study, conducted in collaboration with the Municipality of Skagway and the Government of Yukon, assessed both bulk and containerized transportation methods, assessed infrastructure requirements at Skagway, and provided feasibility-level capital and operating cost estimates across multiple scenarios. Several promising transportation alternatives were identified, with costs broadly in-line with, or lower than, the Company's 2022 feasibility study estimates. The Municipality of Skagway at its Borough Assembly Meeting on August 21, 2025, re-iterated its support for the transportation study, mineral shipments and related permitting at Skagway.
Drilling Program
On March 27, 2024, the Company announced the results from the 2023 drilling program (the "Drill Program") on its wholly-owned Casino copper-gold-molybdenum deposit. The Drill Program was developed by Western's Technical and Sustainability Committee, which is comprised of members from Western, Rio Tinto and Mitsubishi Materials.
The 2023 Drill Program consisted of seven holes for 2,244 m ranging from 130 m to 556 m in length. The drill holes were located inside the current pit boundaries and were selected to provide a range of grades, host rocks, and mineralogy. The drill holes were also selected to convert indicated resource to measured.
Results from the Drill Program continued to show the importance of the Core Zone wherein relatively higher grades are encountered.
The 2023 Drill Program also included 783 m of geotechnical and hydrogeological drilling designed by Knight-Piesold Consulting, which targeted the ground conditions of the proposed open pit, stockpiles, tailings management facility, heap leaching facility, new airstrip, and the proposed Ranney well site.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
Metallurgical Program
On February 13, 2025, the Company announced results from a supplemental metallurgical program (the "Metallurgical Program") for the Casino Project.
The Metallurgical Program used drill core composites of material representing potential mill feed taken from the 2023 diamond drilling program with more variable copper, gold, and molybdenum levels than had been tested in previous drill campaigns and from a broader period of planned mining, The fifteen composites of approximately 200 kg were subjected to detailed mineralogy, comminution testing, flotation testing and detailed analysis of copper concentrates. Composite preparation and all metallurgical test work was completed at ALS Metallurgy in Kamloops, B.C.
Standard processing methods continue to produce good recoveries for copper and gold, consistent with previous metallurgical work. The program achieved significantly higher recoveries for molybdenum.
Casino would produce a high gold grade copper concentrate and a separate molybdenum concentrate. Both are expected to be highly marketable given the very low levels of impurities.
The outline of the Metallurgical Program and the review of the results were developed by Western's Technical and Sustainability Committee, which is comprised of members from Western, Rio Tinto and Mitsubishi Materials.
Feasibility Study
On June 28, 2022, the Company released the results of its Feasibility Study (the "Study") on its wholly-owned Casino copper-gold-molybdenum deposit. The Study considered the Project being constructed as an open pit mine, with a concentrator processing 120,000 tonnes per day (t/d) to recover copper, gold, molybdenum and silver, as well as a 25,000 t/d oxide heap leach facility to recover gold, silver and copper.
The Study supersedes all previous studies and incorporates an updated mineral resource and mineral reserve with an effective date of June 13, 2022. The Study examines the development of the Casino Project, which comprises the processing of 1.43 billion tonnes of Mineral Reserve for both the mill and heap leach, with deposition of mill tailings and mine waste in the Tailings Management Facility ("TMF") consistent with the design concepts considered during the Best Available Tailings Technology ("BATT") Study as a base case development.
Unless otherwise indicated, all references to "$" are to Canadian dollars and references to "US$" are to United States dollars.
RESULTS
The Study indicates that the potential economic returns from the Project justify its further advancement and securing of the required permits and licenses for operation.
The financial results of the Study were developed under commodity prices that were based on analyst projections of long-term metal prices and a CAN$:US$ exchange rate of 0.80 ("Base Case" prices).
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
The following table summarizes the financial results:
| Base Case | |
| Copper (US$/lb) | 3.60 |
| Gold (US$/oz) | 1,700 |
| Molybdenum (US$/lb) | 14.00 |
| Silver (US$/oz) | 22.00 |
| Exchange Rate (C$:US$) | 0.80 |
| NPV pre-tax (5% discount, $millions) | 5,768 |
| NPV pre-tax (8% discount, $millions) | 3,473 |
| IRR pre-tax (100% equity) | 21.2 |
| NPV after-tax (5% discount, $millions) | 4,059 |
| NPV after-tax (8% discount, $millions) | 2,334 |
| IRR after-tax (100% equity) | 18.1 |
| LOM pre-tax free cash flow ($millions) | 13,713 |
| LOM after-tax free cash flow ($millions) | 10,019 |
| Initial Capital Costs ($millions) | 3,618 |
| Sustaining Capital Costs ($millions) | 751 |
| Total Capital Costs ($millions) | 4,369 |
| Payback period (years) | 3.3 |
| Net Smelter Return ($/t milled) | 29.08 |
| Copper Cash Cost (net of by-product credits) ($/lb) | (1.00) |
| Copper Cash Cost (co-product basis) ($/lb) | 1.92 |
| Gold Cash Cost (co-product basis) ($/oz) | 908.53 |
MINERAL RESERVES
The Mineral Reserve estimate is based on an updated open pit mine plan and mine production schedule using commodity prices of US$3.25 per pound copper, US$1,700 per ounce gold, US$12.00 per pound molybdenum and US$22.00 per ounce silver.
All of the mineralization included in the Mineral Reserve estimate with respect to the Casino Project is contained on mineral titles controlled by Western. The following table presents the Mineral Reserve that is the basis for this Study.
| Tonnes | NSR | Cu | Au | Mo | Ag | CuEq | Cu | Au | Mo | Ag | |
| Mill Ore Reserve: | (Mt) | ($/t) | (%) | (g/t) | (%) | (g/t) | (%) | (Mlbs) | (Moz) | (Mlbs) | (Moz) |
| Proven Mineral Reserve | 140.1 | 38.50 | 0.31 | 0.39 | 0.024 | 2.1 | 0.67 | 944 | 1.8 | 74.9 | 9.4 |
| Probable Mineral Reserve | 1,076.9 | 23.68 | 0.17 | 0.19 | 0.021 | 1.6 | 0.36 | 4,135 | 6.7 | 497.1 | 55.5 |
| Proven/Probable Reserve | 1,217.1 | 25.38 | 0.19 | 0.22 | 0.021 | 1.7 | 0.40 | 5,079 | 8.5 | 571.9 | 64.9 |
| Tonnes | NSR | Au | Cu | Mo | Ag | AuEq | Au | Cu | Mo | Ag | |
| Heap Leach Reserve: | (Mt) | ($/t) | (g/t) | (%) | (%) | (g/t) | (g/t) | (Moz) | (Mlbs) | (Mlbs) | (Moz) |
| Proven Mineral Reserve | 42.9 | 22.52 | 0.45 | 0.055 | N/A | 2.7 | 0.47 | 0.62 | 51.8 | N/A | 3.7 |
| Probable Mineral Reserve | 166.8 | 11.14 | 0.22 | 0.031 | N/A | 1.8 | 0.23 | 1.17 | 113.5 | N/A | 9.4 |
| Proven/Probable Reserve | 209.6 | 13.47 | 0.26 | 0.036 | N/A | 1.9 | 0.28 | 1.78 | 165.3 | N/A | 13.1 |
Notes:
1. The Mineral Reserve estimate has an effective date of June 13, 2022 and was prepared using the CIM Definition Standards (10 May 2014).
2. Columns may not sum exactly due to rounding.
3. Mineral Reserves are based on commodity prices of US$3.25/lb Cu, US$1550/oz Au, US$12.00/lb Mo, and US$22.00/oz Ag.
4. Mineral Reserves amenable to milling are based on NSR cutoffs that vary by time period to balance mine and plant production capacities. They range from a low of $6.11/t to a high of $25.00/t.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
5. NSR value for supergene (SOX and SUS) mill material is NSR (C$/t) = $73.63 x recoverable copper (%) + $40.41 x gold (g/t) + $142.11 x moly (%) + 0.464 x silver (g/t), based on recoveries of 69% gold, 52.3% molybdenum and 60% silver. Recoverable copper = 0.94 x (total copper - soluble copper).
6. NSR value for hypogene (HYP) mill material is NSR (C$/t) = $67.88 x copper (%) + $38.66 x gold (g/t) + $213.78 x moly (%) + $0.386 x silver (g/t), based on recoveries of 92.2% copper, 66% gold, 78.6% molybdenum and 50% silver.
7. Mineral Reserves amenable to heap leaching are based on an NSR cutoff of $6.61/t.
8. NSR value for leach material is NSR (C$/t) = $14.05 x copper (%) + $47.44 x gold (g/t) + $0.210 x silver (g/t), based on recoveries of 18% copper, 80% gold and 26% silver.
9. AuEq and CuEq values are based on prices of US$ 3.25/lb Cu, US$ 1550/oz Au, US$ 12.00/lb Mo, and US$ 22.00/oz Ag, and account for all metal recoveries and smelting/refining charges.
10. The NSR calculations also account for smelter/refinery treatment charges and payables.
On August 9, 2022, the Company filed a technical report titled "Casino Project, Form NI 43-101F1 Technical Report Feasibility, Yukon, Canada" with an effective date of June 13, 2022 (the "Report"). The Report summarizes the results of the Feasibility Study on the Casino copper-gold project, which results were first reported by the Company in a news release dated June 28, 2022.
Exploration and evaluation expenditures
Capitalized expenditures for the periods presented were as follows:
| For the nine months ended September 30, | 2025 | 2024 | ||||
| $ | $ | |||||
| Claims maintenance | 38,133 | 23,376 | ||||
| Engineering | 765,081 | 765,742 | ||||
| Exploration and camp support | 899,055 | 435,761 | ||||
| Permitting | 14,972,034 | 5,531,976 | ||||
| Salary and wages | 1,441,926 | 880,826 | ||||
| Share-based payments | 477,441 | 143,863 | ||||
| TOTAL | 18,593,670 | 7,781,544 |
During the nine months ended September 30, 2025, the Company's activity focused on the Casino Project, including the advancement of permitting and engineering activity to support the submission of the ESE Statement to the YESAB Executive Committee, which occurred in October 2025. In addition, the Company's activity included engagement and consultation with First Nations that may be impacted by the Casino Project.
During the nine months ended September 30, 2024, the Company's activity focused on environmental activity and advancing work on the ESE statement under the new Guidelines.
Royalty payments
The Casino Property is subject to a 2.75% NSR on the claims comprising the Casino project in favour of Osisko Gold Royalties Ltd. ("Osisko Gold") pursuant to the Royalty Assignment and Assumption Agreement dated July 31, 2017 when 8248567 Canada Limited assigned to Osisko Gold all of its rights, title and interest in the 2.75% NSR.
SELECTED QUARTERLY FINANCIAL INFORMATION
The following quarterly information has been extracted from the Company's unaudited condensed interim consolidated financial statements or the audited annual consolidated financial statements.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
| As at and for the quarter ended | 30-Sep-25 | 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | ||||||||
| $ | $ | $ | $ | |||||||||
| Loss and comprehensive loss | 890,292 | 627,995 | 637,066 | 1,593,628 | ||||||||
| Loss per share - basic and diluted | 0.00 | 0.00 | 0.00 | 0.01 | ||||||||
| Cash and short-term investments | 55,383,540 | 58,445,510 | 62,911,262 | 67,972,991 | ||||||||
| Exploration and evaluation assets | 141,284,490 | 135,317,346 | 128,122,617 | 122,690,820 | ||||||||
| Total assets | 198,287,325 | 197,154,774 | 193,998,798 | 192,793,386 |
| As at and for the quarter ended | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | 31-Dec-23 | ||||||||
| $ | $ | $ | $ | |||||||||
| Loss and comprehensive loss | 680,737 | 3,040,114 | 1,607,351 | 532,485 | ||||||||
| Loss per share - basic and diluted | 0.00 | 0.02 | 0.01 | 0.00 | ||||||||
| Cash and short-term investments | 73,659,406 | 77,214,076 | 31,519,071 | 31,036,165 | ||||||||
| Exploration and evaluation assets | 118,017,742 | 114,623,989 | 111,902,410 | 110,236,198 | ||||||||
| Total assets | 193,616,218 | 193,502,877 | 146,323,856 | 143,918,373 |
Items that resulted in significant differences in the quarterly figures presented above are explained in the following narrative.
Loss and comprehensive loss
The scale and nature of the Company's corporate and administrative activity have remained relatively consistent over the periods presented above. Quarterly fluctuations in loss and comprehensive loss figures have mainly been driven by an increased gain on marketable securities, office and administration expenses, professional fees and shareholder communication and travel, offset by a decrease in stock-based compensation, wages and benefits and interest income.
During the three months ended September 30, 2025, the Company recognized interest income of $406,624 driven by its investments in cashable guaranteed investment certificates ("GICs"). The Company also incurred share-based payments totaling $474,126 due to the number of options granted, timing, valuation, and recognition differences relating to the underlying stock option grants. The Company also recorded a gain on marketable securities of $534,133.
During the three months ended June 30, 2025, the Company recognized interest income of $541,358 due to continued high interest-bearing balances. The Company also incurred share-based payments totaling $747,852 due to the number of options granted, timing, valuation, and recognition differences relating to the underlying stock option grants. The Company also recorded a gain on marketable securities of $909,174.
During the three months ended March 31, 2025, the Company recognized interest income of $666,364 due to higher interest-bearing balances. The Company also incurred share-based payments totaling $641,804 due to the number of options granted, timing, valuation, and recognition differences relating to the underlying stock option grants. The Company also recorded a gain on marketable securities of $775,000.
During the three months ended December 31, 2024, the Company recognized interest income of $791,360 due to higher interest-bearing balances and higher interest rates. The Company also incurred share-based payments totaling $533,224 due to timing, valuation, and recognition differences relating to the underlying stock option grants as well the recognition and amortization related to restricted share units (RSU's). In addition, the Company recorded accrued severance of $449,124 and short-term incentive plan bonuses of $187,285 during the period. The Company also recorded a loss on marketable securities of $150,000.
During the three months ended September 30, 2024, share-based payments totaled $586,662 due to the number of options granted, timing, valuation, and recognition differences relating to the underlying stock option grants, as well as accrued executive severance costs totaling $251,000. The Company also recorded interest income of $906,389 and a gain on marketable securities of $347,480, reducing the net and comprehensive loss.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
During the three months ended June 30, 2024, share-based payments totaled $690,293 due to the number of options granted, timing, valuation, and recognition differences relating to the underlying stock option grants. The Company also paid out a hiring bonus and accrued severance costs totaling $1,201,000. In addition, the Company recorded interest income of $637,884 and a loss on marketable securities of $426,680.
During the three months ended March 31, 2024, share-based payments totaled $642,961 due to the number of options granted, timing, valuation, and recognition differences relating to the underlying stock option grants. The Company also recognized higher legal costs due to an increase in legal activity.
During the three months ended December 31, 2023, the Company recognized interest income of $424,160 due to higher interest-bearing balances and higher interest rates. The Company also incurred share-based payments totaling $170,754 due to timing, valuation, and recognition differences relating to the underlying stock option grants as well the recognition and amortization related to restricted share units (RSU's).
Exploration and evaluation assets
Expenditures incurred by the Company relating to its mineral properties are capitalized. As a result, the carrying value of exploration and evaluation assets increases from period to period.
During the three months ended September 30, 2025, June 30, 2025 and March 31, 2025, exploration and evaluation assets increased by $5,967,144, $5,431,797 and $7,194,729, respectively, primarily driven by the continuation of permitting related expenditures during the quarter to support the submission of the ESE Statement to the YESAB Executive Committee in 2025. The ESE Statement was submitted on October 3, 2025.
During the three months ended September 30, 2024 and December 31, 2024 exploration and evaluation assets increased by $3,393,753 and $4,673,078 respectively, this primarily included the advancement of permitting and engineering activity to support the submission of the ESE Statement to the YESAB Executive Committee in 2025. In addition, the Company's activity included engagement and consultation with First Nations that may be impacted by the project.
During the three months ended June 30, 2024, and March 31, 2024, exploration and evaluation assets increased by $2,721,579 and $1,666,212, respectively, as the Company continued work on its ESE Statement.
During the three months ended December 31, 2023, exploration and evaluation assets increased as the Company completed its drilling and exploration program as well as continued on-going work on its ESE Statement.
Cash, cash equivalents, and short-term investments
Cash is used to fund ongoing operations. Unless there is a significant financing transaction, total cash, cash equivalents and short-term investments are expected to decrease from one period to the next.
During the three months ended September 30, 2025, the Company received $1.4M from the exercise of options and $2.2M in proceeds from the sale of marketable securities.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
During the three months ended June 30, 2025, the Company received $429,500 from the exercise of options and $354,480 in proceeds from the sale of marketable securities.
During the three months ended March 31, 2025, the Company recorded an exercise of warrants for gross proceeds of $1.3M.
During the three months ended June 30, 2024, the Company completed a bought deal public offering and private placements for gross proceeds of $46.0M and $4.9M, respectively.
During the three months ended March 31, 2024, the Company completed private placements for gross proceeds of $3.3M.
As of September 30, 2025, the Company had cash equivalents and short-term investments in the form of Guaranteed Investment Certificate's as follows:
| Classification | Weighted average rate |
Weighted average term |
Principal | Accrued Interest |
Total | ||||||||||
| % | days | $ | $ | $ | |||||||||||
| Short-term investments | 3.20 | 328 | 44,312,122 | 670,933 | 44,983,055 | ||||||||||
| Cash equivalents1 | 2.70 | 90 | 3,811,287 | 6,203 | 3,817,490 | ||||||||||
| Total | 3.16 | 310 | 48,123,409 | 677,136 | 48,800,545 |
1In addition to cash equivalents the Company also had cash of $6,582,995 held in corporate accounts as of September 30, 2025.
RESULTS OF OPERATIONS
| Three Months ended September 30, |
Nine Months Ended September 30, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| $ | $ | $ | $ | |||||||||
| Depreciation | 31,333 | 38,817 | 64,715 | 141,685 | ||||||||
| Filing and regulatory fees | 25,284 | 12,714 | 303,991 | 337,536 | ||||||||
| Office and administration | 274,105 | 159,446 | 598,924 | 440,002 | ||||||||
| Professional fees | 180,952 | 68,107 | 536,861 | 681,285 | ||||||||
| Share-based payments | 474,126 | 586,662 | 1,863,782 | 1,919,916 | ||||||||
| Shareholder communication and travel | 216,514 | 156,222 | 570,179 | 576,738 | ||||||||
| Wages and benefits | 631,958 | 909,057 | 2,049,748 | 3,310,671 | ||||||||
| CORPORATE EXPENSES | 1,834,272 | 1,931,025 | 5,988,200 | 7,407,833 | ||||||||
| Foreign exchange (gain) | (3,223 | ) | 3,581 | (194 | ) | 3,837 | ||||||
| Interest income | (406,624 | ) | (906,389 | ) | (1,614,346 | ) | (1,885,148 | ) | ||||
| Gain on marketable securities | (534,133 | ) | (347,480 | ) | (2,218,307 | ) | (198,320 | ) | ||||
| LOSS AND COMPREHENSIVE LOSS | 890,292 | 680,737 | 2,155,353 | 5,328,202 | ||||||||
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
THREE MONTHS ENDED SEPTEMBER 30, 2025
Western incurred a loss of $890,292 ($0.00 per common share) for the three months ended September 30, 2025, compared to a loss of $680,737 ($0.00 per common share) over the same period in 2024. The scale and nature of the Company's activity have remained generally consistent throughout these periods, but a few items led to differences in the comparative figures, as follows:
The Company recorded a gain on marketable securities of $534,133 during the three months ended September 30, 2025, compared to $347,480 during the same period in 2024 as a result of increases to the share price of the marketable securities held by Western at each period end date.
Interest income recorded of $406,624 during the three months ended September 30, 2025, compared to interest income of $906,389 during the same period in 2024 as higher rate bearing investments matured in the current period.
Professional fees increased by $112,845 during the three months ended September 30, 2025, compared to the same period in 2024 due to an increase in accrued audit and related fees for 2025 year-end compared to the same period in 2024.
Wages and benefits decreased by $277,099 during the three months ended September 30, 2025, due to certain severance payments for employees in the comparative period.
NINE MONTHS ENDED SEPTEMBER 30, 2025
Western incurred a loss of $2,155,353 ($0.01 per common share) for the nine months ended September 30, 2025, compared to a loss of $5,328,202 ($0.03 per common share) over the same period in 2024. The scale and nature of the Company's activity have remained generally consistent throughout these periods, but a few items led to differences in the comparative figures, as follows:
The Company recorded a gain on marketable securities of $2,218,307 during the nine months ended September 30, 2025, compared to $198,320 during the same period in 2024 as a result of increases to the share price of the marketable securities held by Western at each period end date.
Interest income recorded $1,614,346 during the nine months ended September 30, 2025, compared to an interest of $1,885,148 during the same period in 2024 as higher rate bearing investments matured in the current period.
Professional fees decreased by $144,424 during the nine months ended September 30, 2025, compared to the same period in 2024 due to a decrease in legal activity.
Wages and benefits decreased by $1,260,923 during the nine months ended September 30, 2025, due to certain severance payments for employees and bonuses awarded to certain executives in the comparative period.
Share based payments decreased by $56,134, driven by timing, valuation, and recognition differences relating to the underlying share-based compensation grants.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
LIQUIDITY AND CAPITAL RESOURCES
| For the nine months ended September 30, | 2025 | 2024 | ||||
| $ | $ | |||||
| CASH PROVIDED BY (USED IN) | ||||||
| Operating activities | (2,460,966 | ) | (3,751,854 | ) | ||
| Financing activities | 3,069,832 | 54,333,472 | ||||
| Investing activities | (4,410,698 | ) | (60,071,886 | ) | ||
| CHANGE IN CASH AND EQUIVALENTS | (3,801,832 | ) | (9,490,268 | ) | ||
| Cash and cash equivalents - beginning | 14,202,317 | 25,971,261 | ||||
| CASH AND CASH EQUIVALENTS - ENDING | 10,400,485 | 16,480,993 |
Cash and cash equivalents totaled $10,400,485 as at September 30, 2025 (December 31, 2024 - $14,202,317). Cash and cash equivalents and short-term investments totaled $55,383,540 as at September 30, 2025 (December 31, 2024 - $67,972,991). Western's net working capital (current assets less current liabilities) as at September 30, 2025 totaled $51,338,257 (December 31, 2024 - $66,851,141).
Western is an exploration and permitting stage company. As at the date of this report, the Company has not earned any production revenue. It depends heavily on its working capital balance and its ability to raise funds through capital markets to finance its operations. Although the Company expects that the current cash and short-term investments on hand will be sufficient to fund anticipated operating activities in the next twelve months, it will require significant additional funding to complete the development and construction of the Casino mine.
Operating activities
The significant components of operating activities are discussed in the Results of Operations section above.
Financing activities
During the nine months ended September 30, 2025, the Company received $1,275,000 from the exercise of warrants, $1,857,084 from the exercise of options, and expended $62,252 on lease payments.
During the nine months ended September 30, 2024, the Company completed a bought deal public offering for gross proceeds of $45,999,999 and private placements for gross proceeds of $8,282,154.
During the nine months ended September 30, 2024, the Company received $3,465,000 from the exercise of stock options and expended $170,215 on lease payments.
The table below summarizes the actual use of proceeds incurred up to September 30, 2025, compared to the expected use of proceeds from the bought deal offering documents1:
| Expected Use of Proceeds (Offering Document)1 |
Actual Use of Proceeds to Date2 |
|||||
| Permitting activities | $ | 28,000,000 | $ | 22,420,592 | ||
| Engineering activities | $ | 4,000,000 | $ | 2,491,177 |
1 As per Short Form Prospectus dated April 24, 2024. Excludes expected use of proceeds for general corporate and working capital.
2 Up to September 30, 2025.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
The Company expects to incur the remaining permitting and engineering expenditures over the next 12 months.
Investing activities
Investing activities include both mineral property expenditures, and purchases and redemptions of short-term investments. Investments with an original maturity of greater than three months are considered short-term investments for accounting purposes. Purchases and redemptions of short-term investments are mainly driven by cash requirements and available interest rates.
During the nine months ended September 30, 2025, the Company redeemed, on a net basis, $8,187,879 in short-term investments, as well as generated proceeds of $2,571,837 from the sale of marketable securities. Additionally, the Company spent $15,120,339 on exploration and evaluation assets and $50,075 on fixed assets purchases.
During the nine months ended September 30, 2024, the Company purchased, on a net basis, $51,197,377 in short term investments and spent $8,874,509 on exploration and evaluation assets.
A summary of activities relating to the Casino Project is available under the Casino Project Update section at the beginning of this report.
OUTSTANDING SHARE DATA
As at the date of this report, the Company has 202,056,426 common shares outstanding. The Company also has 6,664,963 stock options outstanding with exercise prices ranging from $1.11 to $2.22, 1,285,555 restricted share units and 493,820 deferred share units to be settled by way of common shares issued from treasury.
CONTRACTUAL OBLIGATIONS
The Company leases office space and a vehicle in Whitehorse, Yukon. The future minimum lease payments by calendar year, presented on an undiscounted basis, are as follows:
| Year | $ | ||
| 2025 | 47,444 | ||
| 2026 | 178,128 | ||
| 2027 | 73,025 | ||
| TOTAL | 298,597 |
The Company has no off-balance sheet arrangements and no long-term obligations other than those described throughout this document, or in the description of exploration and evaluation assets contained in the notes to the consolidated financial statements.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
KEY MANAGEMENT COMPENSATION
The Company's key management includes its directors and officers. The remuneration of key management during the periods presented was as follows:
| Three Months ended September 30, |
Nine Months ended September 30, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| $ | $ | $ | $ | |||||||||
| Salaries and director fees | 539,100 | 706,782 | 1,635,739 | 2,804,010 | ||||||||
| Share-based payments | 551,088 | 559,905 | 1,896,393 | 1,854,011 | ||||||||
| KEY MANAGEMENT COMPENSATION | 1,090,188 | 1,266,687 | 3,532,132 | 4,658,021 | ||||||||
Share-based payments represent the fair value of stock options, RSUs and DSUs previously granted to directors and officers during the periods presented above. Salaries and share-based payments for certain officers are capitalized in exploration and evaluation assets and the balance is recognized in the statement of loss and comprehensive loss.
During the three and nine months ended September 30, 2025, the Company recorded a bonus accrual of $181,501 and $544,504, respectively, which is recorded in salaries and director fees above. In the comparable period, figures included certain severance payments for employees and bonuses awarded to certain executives.
During the three and nine months-ended September 30, 2025, the Company paid fees of $33,369 to a company controlled by a director of the Company for consulting services related to permitting activities for the Casino Project. There were no such fees incurred during the three and nine months ended September 30, 2024.
SIGNIFICANT ACCOUNTING ESTIMATES
Use of estimates and judgements
The preparation of financial statements in conformity with IFRS accounting standards requires to exercise judgement in the process of applying its accounting policies and to make estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Differences may be material.
Exploration and evaluation assets
The carrying amount of the Company's exploration and evaluation assets represents costs net of write-downs and recoveries to date and does not necessarily reflect present or future values. Recovery of capitalized costs is dependent on successful development of economic mining operations or the disposition of the related mineral properties.
The Company's assets are reviewed for indication of impairment at each balance sheet date. If indication of impairment exists, the assets' recoverable amount is estimated. If the assets' carrying amount exceeds the recoverable amount, then an impairment loss is recognized in the statement of loss. The Company's review did not identify any indication of impairment.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
Judgment is required in assessing whether a mineral property is in the exploration and evaluation phase and should be classified as an exploration and evaluation asset or if the exploration and evaluation phase has been completed and the mineral property should be reclassified as property and equipment. We determined that although a feasibility study for the Casino Project has been completed, the Company has not yet received the necessary licenses and permits required to consider the exploration and evaluation stage to have been completed.
ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS
Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements.
Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for designing, establishing, and maintaining a system of internal control over financial reporting ("ICFR") to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in Canada.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
The President & CEO and the CFO assessed the design and operating effectiveness of the Company's internal control over financial reporting as of December 31, 2024 and determined that it's ICFR was effective as of December 31, 2024.
In making this assessment, the Company's management uses the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control-Integrated Framework.
There has been no change in the Company's ICFR during the nine-months ended September 30, 2025, that materially affected or is reasonably likely to materially affect our internal control over financial reporting.
DISCLOSURE CONTROLS AND PROCEDURES
Management is responsible for designing, establishing, and maintaining a system of disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that material information relating to the Company is made known to management, particularly during the period in which the annual filings are being prepared and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.
The President & CEO and the CFO evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our President & CEO and CFO concluded that the design and operation of our disclosure controls and procedures were effective as at December 31, 2024 and as of September 30, 2025, there has been no material change in our disclosure controls and procedures.
FINANCIAL INSTRUMENT RISK
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has exposure to liquidity, credit, and market risk from the use of financial instruments. Financial instruments consist of cash and cash equivalents, short-term investments, marketable securities, and accounts payable and accrued liabilities.
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. The Company closely monitors its liquidity position and endeavours to ensure it has adequate sources of funding to finance its projects and operations. Some of the Company's cash is invested in redeemable GICs, which are highly liquid investments and available to discharge obligations when they come due. The Company does not maintain a line of credit.
Credit risk
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and short-term investments. These financial instruments are at risk to the extent that the institutions issuing or holding them cannot redeem amounts when they are due or requested. To limit its credit risk, the Company uses a restrictive investment policy. Cash and cash equivalents and short-term investments are held with Schedule 1 chartered banks in Canada. Substantially all cash and cash equivalents and short-term investments held with financial institutions exceed government-insured limits. We have established credit policies that seek to minimize our credit risk by entering into transactions with investment grade credit worthy and reputable financial institutions. The carrying amount of financial assets, other than marketable securities, recorded in the financial statements represents Western's maximum exposure to credit risk.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
Market risk
The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities. The Company has no control over these fluctuations and does not hedge its investments. Marketable securities are adjusted to fair value at each balance sheet date.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's financial assets and liabilities are not exposed to interest rate risk due to their short-term nature and maturity. Cash and equivalents and short-term investments are subject to fixed interest rates. The Company is not subject to interest rate risk.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this MD&A that are not historical facts are forward-looking information and forward-looking statements within the meaning of applicable securities legislation and involve risks and uncertainties (collectively, "forward-looking statements"). Certain forward-looking information may also be considered future-oriented financial information ("FOFI") as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management's expectations regarding prospective financial performance, financial position or cash flows and readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may provide to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. Forward-looking statements include, but are not limited to, statements with respect to the future price of metals; the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates; the results of metallurgical testing programs; the timing and amount of any estimated future production, costs of production, and capital expenditures; project schedules; the Company's proposed plan for its properties, including the development of the Casino Project; recommended work programs; costs and timing of the development of new deposits; success of exploration and permitting activities; permitting timelines; currency fluctuations; requirements for additional capital; government policy between Canada and the United States, including potential tariffs and retaliatory tariffs, regulation of mineral exploration or mining operations; environmental risks; the review of the submitted Environmental and Socio-economic Effects Statement and the timing thereof; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; the timing and possible outcome of potential litigation; the potential advancement of a high-voltage transmission line network connecting the Yukon electrical grid to the North American grid in British Columbia; and the impact of potential global pandemics on the Company's business and operations. In certain cases, forward-looking statements can be identified by words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "may not", "could", "would" or "would not", "might" or "will be", "occur" or "be achieved". Such statements are included, among other places, under the heading "Casino Project Update" in this MD&A and may include, but are not limited to, statements regarding perceived merit of properties; mineral reserve and mineral resource estimates; exploration and evaluation expenditures; results of the Study (including projected economic returns, operating costs, capital costs and other financial results in connection with the Casino Project); cash flow forecasts; exploration results at the Company's properties; budgets; work programs; permitting and other timelines; the Company's engagement with local communities; estimated timing for construction of, and production from, any new projects; market price of precious and base metals; expectations regarding future price assumptions, financial performance; or other statements that are not statements of historical fact.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
Forward-looking statements are necessarily based upon a number of estimates and assumptions, including material estimates and assumptions related to the factors set forth below that, while considered reasonable by the Company as at the date of this MD&A in light of management's experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The material assumptions used to develop the forward-looking statements herein include assumptions that (1) political and legal developments in jurisdictions where Western operates, or may in the future operate, being consistent with Western's current expectations, (2) prevailing and projected market prices and foreign exchange rates, exploitation and exploration estimates will not change in a materially adverse manner, (3) requisite capital and financing will be available on acceptable terms, (4) equipment and personnel required for permitting, construction and operations will be available on a continual basis, (5) no unforeseen disruptions or delays, unexpected geological or other effects, equipment failures, or permitting including any disruptions caused any future pandemics or any other unforeseen disruptions or delays that would have an adverse effect on Western's operations, (6) equipment, labour and materials costs increasing on a basis consistent with Western's current expectations, and (7) general economic, market or business conditions will not change in a materially adverse manner and as more specifically disclosed throughout this document, and in the AIF and Form 40-F.
Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Western and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, history of losses and negative operating cash flow; risks inherit to mineral exploration and development activities; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; risks related to the potential loss of the Company's properties; uncertainty as to timely availability of permits and licenses and other governmental approvals; risks related to the Company's dependence on a single project; title risks; price fluctuations of the Common Shares; risks surrounding statutory and regulatory compliance; risks surrounding environmental laws and regulations; risks surrounding land reclamation costs; operational risks surrounding the remote location of assets; risks surrounding Western's ability to maintain its infrastructure; risks involved in fluctuations in gold, copper and other commodity prices; uncertainty of estimates of capital and operating costs, recovery rates, production estimates, and estimated economic return; changes in project parameters as plans continue to be refined; risks related to the cooperation of government agencies and Indigenous peoples in the exploration and development of Western's property; volatility in the price of metals; climate change risks; risks related to fluctuations in currency exchange rates; risks surrounding dilution of the Common Shares; dependence on members of management and key personnel; competition risks; inflation risks; risks related to macro-economic factors including global financial volatility; potential natural disasters, terrorist acts, health crises and future pandemics; risks related to the need to obtain additional financing to develop the Company's property and uncertainty as to the availability and terms of future financing; litigation risks; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; risks related to potential acquisitions and the integration thereof; risks related to operations; risks related to the feasibility study and the possibility that future exploration and development will not be consistent with the Company's expectations; risks related to joint venture operations; conclusions of economic evaluations; possible variations in mineral reserves, mineral resources, grade or recovery rates; insurance risk; reclamation costs; risks related to conflicts of interest; risks related to internal controls; tax risks, specifically related to the Company's classification as a "passive foreign investment company" under the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; risks related to information technology and cybersecurity; risks related to regulatory compliance; the Company's history of not paying dividends; and risks related to shareholder activism; impact of any global pandemics and the Russian invasion of Ukraine; and other risks and uncertainties disclosed in the AIF and Form 40-F, each of which provide for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company's ability to achieve the expectations set forth in the forward-looking statements contained in this MD&A.
| WESTERN COPPER AND GOLD CORPORATION | MANAGEMENT DISCUSSION AND ANALYSIS |
| Three and nine months ended September 30, 2025 | |
| (Expressed in Canadian dollars, unless otherwise indicated) |
Although Western has attempted to identify important factors that could affect it and may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking statements may prove to be inaccurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Western does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events unless required by applicable securities law.
Non-GAAP Measures and Other Financial Measures
Alternative performance measures in this MD&A, such as "cash cost" and "free cash flow", are used to provide additional information. These non-GAAP performance measures are included in this MD&A because these statistics are used as key performance measures that management uses to monitor and assess performance of the Company's property and to plan and assess the overall effectiveness and efficiency of mining operations. These performance measures do not have a standard meaning within IFRS accounting standards and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS accounting standards.
CAUTIONARY NOTE TO U.S. INVESTORS
The MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada as of the date of this MD&A, which differ in certain material respects from the disclosure requirements of United States securities laws. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The definitions of these terms and other mining terms, such as "inferred mineral resource," differ from the definitions of such terms, if any, for purposes of the disclosure requirements of the United States Securities and Exchange Commission (the "SEC").
Accordingly, information contained and incorporated by reference into this MD&A that describes the Company's mineral deposits may not be comparable to similar information made public by issuers subject to the SEC's reporting and disclosure requirements applicable to domestic United States issuers.
Form 52-109F2 - Certification of Interim Filings
I, Sandeep Singh, Chief Executive Officer of Western Copper and Gold Corporation, certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Western Copper and Gold Corporation (the "issuer") for the interim period ended September 30, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control-Integrated Framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.
5.2 N/A
5.3 N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 6, 2025
| (signed) Sandeep Singh |
Sandeep Singh
Chief Executive Officer
Form 52-109F2 - Certification of Interim Filings
I, Michael Psihogios, Chief Financial Officer of Western Copper and Gold Corporation, certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Western Copper and Gold Corporation (the "issuer") for the interim period ended September 30, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control-Integrated Framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.
5.2 N/A
5.3 N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 6, 2025
| (signed) Michael Psihogios |
Michael Psihogios
Chief Financial Officer