Western Copper & Gold Corp (WRN) 6-K, filed Nov 5, 2021

UNITED STATESSECURITIES 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 2021

Commission File Number: 001-35075

WESTERN COPPER AND GOLD CORPORATION (Translation of registrant's name into English)

15th Floor – 1040 West Georgia Street, Vancouver, BC V6E 4H1 (Address of principal executive offices)

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

[ ] Form 20-F [ x ] Form 40-F

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

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

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits 99.1 and 99.2 to this Report on Form 6-K are hereby incorporated by reference as Exhibits to the Registration Statement on Form F-10 of Western Copper and Gold Corp. (File No. 333-241689).

SUBMITTED HEREWITH

Exhibits

Exhibit	Description
99.1	Condensed Interim Consolidated Financial Statements for the period ended September 30, 2021
99.2	Management Discussion and Analysis for the period ended September 30, 2021
99.3	Form 52-109F2 - Certification of Interim Filings - CEO
99.4	Form 52-109F2 - Certification of Interim Filings - CFO

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 4, 2021	By:	/s/ Paul West-Sells
		Paul West-Sells
	Title:	Chief Executive Officer

Western Copper and Gold Corporation: Exhibit 99.1 - Filed by newsfilecorp.com

Western Copper and Gold Corporation

(An exploration stage company)

Condensed Interim Consolidated Financial Statements

For the three months and nine months ended September 30, 2021

(Expressed in Canadian dollars)

NOTICE TO READER:

These condensed interim consolidated financial statements have not been reviewed by the Company's external auditors. These statements have been prepared by and are the responsibility of the Company's management. This notice is being provided in accordance with National Instrument 51-102 - Continuous Disclosure Obligations.

Western Copper and Gold CorporationCondensed Interim Consolidated Financial Statements<br>(unaudited – prepared by management)
(Expressed in Canadian dollars)

CONSOLIDATED BALANCE SHEETS

		September 30, 2021	December 31, 2020
	Note
ASSETS
Cash and cash equivalents		35,746,903	28,647,190
Short-term investments	3	16,043,254	-
Marketable securities	4	451,040	736,960
Other assets		583,772	677,905
CURRENT ASSETS		52,824,969	30,062,055
Right-of-use assets	5	451,770	-
Exploration and evaluation assets	6	63,222,969	53,748,013
ASSETS		116,499,708	83,810,068
LIABILITIES
Accounts payable and accrued liabilities		2,755,056	1,181,866
Current portion of lease obligation	5	164,978	-
Flow-through premium liability	7	956,909	1,408
CURRENT LIABILITIES		3,876,943	1,183,274
Lease obligations	5	299,980	-
LIABILITIES		4,176,923	1,183,274
SHAREHOLDERS' EQUITY
Share capital	8	183,190,992	150,897,421
Contributed surplus		35,203,220	34,617,746
Deficit		(106,071,427	(102,888,373
SHAREHOLDERS' EQUITY		112,322,785	82,626,794
LIABILITIES AND SHAREHOLDERS' EQUITY		116,499,708	83,810,068

All values are in US Dollars.

Approved by the Board of Directors

/s/ Ken Williamson	Director	/s/ Klaus Zeitler	Director
The accompanying notes are an integral part of these consolidated financial statements	- 2 -
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Western Copper and Gold CorporationCondensed Interim Consolidated Financial Statements<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2021	2020	2021	2020

Depreciation	38,723	-	64,538	-
Filing and regulatory fees	14,701	8,929	266,684	197,594
Office and administration	93,584	83,034	328,246	254,382
Professional fees	136,659	28,815	320,250	112,360
Share-based payments (note 10, 11)	600,187	164,225	1,006,604	331,078
Shareholder communication and travel	226,213	73,861	587,255	198,837
Wages and benefits (note 11)	320,172	273,699	1,174,404	847,099
CORPORATE EXPENSES	1,430,239	632,563	3,747,981	1,941,350
Foreign exchange loss (gain)	6,589	(4,262	2,147	3,547
Interest income	(68,594	(440	(153,095	(6,303
Flow-through premium recovery (note 7)	(698,491	(30,484	(699,899	(125,531
Unrealized loss (gain) on marketable securities (note 4)	240,120	(158,400	285,920	(187,600
LOSS AND COMPREHENSIVE LOSS	909,863	438,977	3,183,054	1,625,463
Basic and diluted loss per share	0.01	0.00	0.02	0.01
Weighted average number of common shares outstanding	150,316,560	115,264,262	141,853,645	111,970,399

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements	- 3 -
Western Copper and Gold CorporationCondensed Interim Consolidated Financial Statements<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30,		2021	2020

Cash flows provided by (used in)	Note
OPERATING ACTIVITIES	****
Loss and comprehensive loss		(3,183,054	(1,625,463
ITEMS NOT AFFECTING CASH
Depreciation		64,538	-
Finance costs		16,531	-
Flow-through premium recovery		(699,899	(125,531
Unrealized (gain) loss on marketable securities		285,920	(187,600
Share-based payments		1,006,604	331,078
		673,694	17,947
NON-CASH WORKING CAPITAL ITEMS
Change in accrued interest		(43,254	-
Change in other assets		290,059	(55,530
Change in accounts payable and accrued liabilities related to operations		(643,019	(30,957
		(396,214	(86,487
OPERATING ACTIVITIES		(2,905,574	(1,694,003
FINANCING ACTIVITIES
Private placement proceeds	8	33,634,423	6,430,000
Private placement issuance costs	8	(1,560,618	(179,147
Exercise of stock options	10	1,348,500	806,834
FINANCING ACTIVITIES	****	33,422,305	7,057,687
INVESTING ACTIVITIES
Purchase of short-term investments		(16,000,000	-
Mineral property expenditures		(7,349,137	(4,059,042
Lease payments		(67,881	-
INVESTING ACTIVITIES		(23,417,018	(4,059,042
CHANGE IN CASH AND CASH EQUIVALENTS		7,099,713	1,304,642
Cash and cash equivalents - Beginning		28,647,190	1,641,721
CASH AND CASH EQUIVALENTS - ENDING	****	35,746,903	2,946,363

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements	- 4 -
Western Copper and Gold CorporationCondensed Interim Consolidated Financial Statements<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

	Number of<br>Shares	ShareCapital	ContributedSurplus	Deficit	Shareholders'Equity

DECEMBER 31, 2019	107,636,001	116,908,713	33,942,501	(100,855,016	49,996,198
Private Placement (note 8b)
Gross proceeds	3,000,000	1,950,000	-	-	1,950,000
Issuance costs	-	(104,490	-	-	(104,490
Allocation of warrant value	-	(351,000	351,000	-	-
Private Placement (note 8b)
Gross proceeds	4,000,000	4,480,000	-	-	4,480,000
Flow-through premium (note 7)	-	(40,000	-	-	(40,000
Issuance costs	-	(74,656	-	-	(74,656
Exercise of stock options	1,083,334	806,833	-	-	806,833
Transfer of stock option value	-	307,529	(307,529	-	-
Share-based payments	-	-	388,560	-	388,560
Loss and comprehensive loss	-	-	-	(1,625,463	(1,625,463
SEPTEMBER 30, 2020	115,719,335	123,882,929	34,374,532	(102,480,479	55,776,982
Equity offering (note 8b)	19,828,300	28,751,035	-	-	28,751,035
Equity offering costs	-	(1,803,637	-	-	(1,803,637
Exercise of stock options	50,000	48,001	-	-	48,001
Transfer of stock option value	-	19,093	(19,093	-	-
Share-based payments	-	-	262,307	-	262,307
Loss and comprehensive loss	-	-	-	(407,894	(407,894
DECEMBER 31, 2020	135,597,635	150,897,421	34,617,746	(102,888,373	82,626,794
Private Placement (note 8b)
Gross proceeds	11,808,490	25,624,423	-	-	25,624,423
Issuance costs	-	(865,829	-	-	(865,829
Private Placement (note 8b)
Gross proceeds	2,670,000	8,010,000	-	-	8,010,000
Flow-through premium (note 7)	-	(1,655,400	-	-	(1,655,400
Issuance costs	-	(694,788	-	-	(694,788
Exercise of stock options	1,350,000	1,348,500			1,348,500
Transfer of stock option value	-	526,665	(526,665	-	-
Share-based payments	-	-	1,112,139	-	1,112,139
Loss and comprehensive loss	-	-	-	(3,183,054	(3,183,054
SEPTEMBER 30, 2021	151,426,125	183,190,992	35,203,220	(106,071,427	112,322,785

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements	- 5 -
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS

Western Copper and Gold Corporation (together with its subsidiaries, "Western" or the "Company") is an exploration stage company that is directly engaged in exploration 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 1200 - 1166 Alberni Street, Vancouver, British Columbia.

The Company will need to raise additional funds to complete the development of the Casino Project. While Western has been successful in raising sufficient capital to fund its operations in the past, there can be no assurance that it will be able to do so in the future.

COVID-19

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or ability to raise funds.

2. BASIS OF PRESENTATION

a. Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, as issued by the International Accounting Standards Board ("IASB"), including International Accounting Standard 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, 2020, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB.

The accounting policies and basis of presentation applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's audited annual consolidated financial statements for the year ended December 31, 2020, except as noted below.

Leases

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance expense. The finance expense is charged to the statements of operations over the lease period. The right-of-use asset is depreciated over the shorter of the asset's useful life or the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value of lease payments. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Company's incremental borrowing rate.

- 6 -
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

These financial statements were approved for issue by the Company's board of directors on November 4, 2021.

b. Accounting estimates and judgments

The preparation of financial statements in conformity with IFRS 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 year. Actual results could differ from those estimates. Differences may be material.

Judgment is required in assessing whether certain factors would be considered an indicator of impairment for the exploration and evaluation assets. We consider both internal and external information to determine whether there is an indicator of impairment present and accordingly, whether impairment testing is required. Where an impairment test is required, calculating the estimated recoverable amount of the cash generating units for non-current asset impairment tests requires management to make estimates and assumptions with respect to estimated recoverable reserves or resources, estimated future commodity prices, expected future operating and capital costs, and discount rates. 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 for the year ended December 31, 2020.

3. SHORT-TERM INVESTMENTS

As at September 30, 2021, the Company had $16,000,000 (December 31, 2020 - $nil) invested in Canadian dollar denominated guaranteed investment certificates, including accrued interest of $43,254 (December 31, 2020 - $nil).

4. MARKETABLE SECURITIES

As at September 30, 2021, the Company held marketable securities with an aggregate market value of $451,040 (December 31, 2020 - $736,960), consisting of 2.5 million common shares of NorthIsle Copper and Gold Inc. with a market value of $425,000 (December 31, 2020 - $700,000) and 168,000 common shares of Granite Creek Copper Ltd. with a market value of $26,040 (December 31, 2020 - $36,960).

5. RIGHT-OF-USE ASSET

The Company leases office space under a lease agreement which expires on August 1, 2024. The Company's right-of-use assets and estimated future lease over the remaining term of the lease are:

Right-of-use Asset	** <br>Cost**	Accumulated Depreciation	Carrying Amount
DECEMBER 31, 2020	-	-	-
Additions	516,308	64,538	451,770
SEPTEMBER 30, 2021	516,308	64,538	451,770
- 7 -
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Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

As at September 30, 2021, lease payments over the next 12 months total $164,978, with total remaining lease payments over the course of the lease amounting to $299,980.

6. EXPLORATION AND EVALUATION ASSETS

a. Casino (100% - Yukon, Canada)

The Casino Project is a copper-gold porphyry deposit located in Yukon, Canada.

Certain portions of the Casino property remain subject to certain royalties. The surviving royalties and agreements are as follows:

• 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 assigned to Osisko Gold all of its rights, title and interest in the 2.75% NSR.

• 5% Net Profits Interest (the "NPI"), as defined in the Casino B Option Agreement, remains in effect on the Casino B Claims and $1 million payment is required to be made to the original optionor within 30 days of achieving a commercial production decision.

• 5% Net Profit Interest Royalty (the "NPI Royalty") on the ANA claims pursuant to the NPI Royalty Agreement dated December 4, 1990 (the "NPI Royalty Agreement") among Big Creek Resources Ltd., Rinsey Mines Ltd., and Renoble Holdings Inc.

b. Exploration and evaluation expenditures

****	Total
****	$
DECEMBER 31, 2019	48,375,025
Claims maintenance	25,597
Engineering	168,002
Exploration and camp support	4,693,598
Permitting	128,968
Salary and wages	263,057
Share-based payments	93,766
DECEMBER 31, 2020	53,748,013
Claims maintenance	22,270
Engineering	1,765,852
Exploration and camp support	6,908,699
Permitting	532,995
Salary and wages	139,605
Share-based payments	105,535
SEPTEMBER 30, 2021	63,222,969
- 8 -
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Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

7. FLOW THROUGH PREMIUM LIABILITY

The flow-through premium liability balance as at September 30, 2021 of $956,909 (December 31, 2020 - $1,408) arose in connection with the flow-through share offering the Company completed on July 29, 2021. The reported amount is the remaining balance of the premium from issuing the flow-through shares. The flow-through premium is recognized in the statement of loss based on the amount of qualifying flow-through expenditures incurred by the Company.

The Company is committed to incurring on or before December 31, 2022 qualifying Canadian exploration expenses as defined under the Income Act, Canada ("Qualifying CEE") in the amount of $8,010,000 with respect to the flow-through share financing completed on July 29, 2021. None of the Qualifying CEE will be available to the Company for future deduction from taxable income.

As at September 30, 2021, the Company had incurred $3,379,795 of Qualifying CEE and accordingly, recognized flow-through premium recoveries of $698,491 and $699,899 during the three and nine months ended June 30, 2020 respectively ($30,484 and $125,531 during the three and nine month ended September 30, 2020). As at September 30, 2021 the Company has a remaining commitment to incur Qualifying CEE of $4,630,205.

On June 1, 2020, the Company completed a flow-through share offering and recorded a flow-through premium liability of $40,000 and committed to incur Qualifying CEE in the amount of $4,480,000. As at September 30, 2021, the Company had incurred all committed expenditures and no longer had a flow-through premium liability associated with this flow-through share offering.

8. 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 July 29, 2021, Western completed a brokered private placement of flow-through common shares (the "FT Shares"). The Company issued a total of 2,670,000 FT Shares at a price of $3.00 per FT Share for aggregate gross proceeds of $8,010,000. Issuance costs related to the private placement totaled $694,788. A flow through premium liability of $1,655,400 was recognized. Refer note 7.

On May 31, 2021, Rio Tinto Canada Inc. ("Rio Tinto") completed a strategic investment in Western by way of a private placement of the Company's common shares. The Company sold 11,808,490 common shares at a price of $2.17 per common for gross proceeds of $25,624,423. The Company incurred $865,829 in costs associated the private placement.

In connection with the strategic investment by Rio Tinto, the Company and Rio Tinto entered into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, Rio Tinto will have certain rights, including the right to appoint:

• one member to a Casino Project Technical Committee.

• one non-voting observer to attend all meetings of the board of directors of the Company.

• one director of the Company, if Rio Tinto's ownership increases to at least 12.5%.

- 9 -
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

• up to three secondees to the Casino Project.

In addition, Rio Tinto will have a right to participate in future equity issuances to maintain its ownership in the Company and will be provided with a one-time "demand registration right" and "piggy-back registration rights."

Under the investor rights agreement, for a period of 12 months, Rio Tinto has also agreed:

• not to sell, transfer, offer or otherwise dispose of any shares without first notifying the Company.

• to vote any shares in favor of each director nominated by the board of directors of the Company for election by shareholders.

• not to acquire any securities of the Company, subject to certain exceptions.

On November 24, 2020, Western completed an offering of common shares of the Company (the "Offering"). The Company sold 19,828,300 common shares at a price of $1.45 per common share for gross proceeds of $28,751,035. The Company incurred $1,803,636 in costs associated with the Offering.

On June 1, 2020, Western completed a non-brokered private placement of flow-through common shares (the "FT Shares"). The Company issued a total of 4,000,000 FT Shares at a price of $1.12 per FT Share for aggregate gross proceeds of $4,480,000. Issuance costs related to the private placement totaled $74,656. A flow through premium liability of $40,000 was recognized. Refer note 7.

On February 28, 2020, Western issued 3,000,000 units at a price of $0.65 per unit for aggregate gross proceeds of $1,950,000. Each unit consisted of one common share and half of a non-transferable warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.85 until February 28, 2025. Issuance costs related to the financing totaled $104,490.

The fair value assigned to the warrants was calculated using the Black-Scholes option pricing model and the following inputs and assumptions:

Warrants issued		1,500,000
Exercise price	$	0.85
Market price	$	0.73
Expected term (years)		5.0
Expected share price volatility		61.3%
Average risk-free interest rate		1.07%
Expected dividend yield		-
FAIR VALUE ASSIGNED	$	351,000
- 10 -
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Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

9. WARRANTS

a. Warrants

A summary of the Company's warrants outstanding, including changes for the periods then ended, is presented below:

	Number of<br> warrants		Weighted average<br>exercise price
			$
DECEMBER 31, 2019	1,452,533		1.75
Issued	1,500,000		0.85
Expired	(1,452,533	)	1.75
DECEMBER 31, 2020 and SEPTEMBER 30, 2021	1,500,000		0.85

Warrants outstanding are as follows:

Warrant outstanding, <br>by exercise price	Number of<br>warrants	Weighted averageexercise price	Averageremainingcontractual life
		$	years
$0.85	1,500,000	0.85	3.42
SEPTEMBER 30, 2021	1,500,000	0.85	3.42

10. 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 the number of common shares issued and outstanding.

a. 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, 2021, the Company could issue an additional 4,555,688 stock options under the terms of the stock option plan.

- 11 -
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

A summary of the Company's stock options outstanding and the changes for the periods then ended, is presented below:

	Number of<br> stock options		Weighted average<br>exercise price
			$
DECEMBER 31, 2019	6,150,001		0.96
Granted	2,350,000		1.59
Exercised	(1,133,334	)	0.75
Cancelled	(125,000	)	1.66
Forfeited	(66,667	)	0.90
Expired	(100,000	)	0.67
DECEMBER 31, 2020	7,075,000		1.19
Granted	210,000		2.22
Exercised	(1,350,000	)	1.00
SEPTEMBER 30, 2021	5,935,000		1.27

During the nine months ended September 30, 2021, the average fair market value of Company's share price was $2.06 (December 31, 2020 - $1.23). In relation to stock options, the Company recognized $161,826 and $568,243 during the three months and nine months ended September 30, 2021, respectively (September 30, 2020 - $164,225 and $331,078 for three and nine months respectively) in the statements of loss and comprehensive loss.

Stock options outstanding are as follows:

Stock options outstanding, <br>by exercise price	Number of<br>Stock options	Weighted averageexercise price	Averageremainingcontractual life
		$	years
$0.75 - $0.90	1,925,000	0.87	2.68
$1.11 - $1.20	1,775,000	1.19	1.65
$1.41	200,000	1.41	4.11
$1.66	1,825,000	1.66	3.82
$2.22	210,000	2.22	4.80
SEPTEMBER 30, 2021	5,935,000	1.27	2.85

Of the total stock options outstanding, 4,174,993 were vested and exercisable at September 30, 2021. The weighted average exercise price of vested stock options is $1.11 and the average remaining contractual life is 2.38 years

- 12 -
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
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(Expressed in Canadian dollars)

b. Share-based payments

The following is a summary of stock options granted by the Company in 2020 and fair value assigned to each grant. The fair value was calculated at the time of grant using the Black-Scholes option pricing model and the following inputs and assumptions.

		July 19,	November 9,		July 27,		June 11,
Inputs and assumptions		2021	2020		2020		2020
Stock options granted		210,000	200,000		1,950,000		200,000
Exercise price	$	2.22	1.41	$	1.66	$	1.11
Market price	$	2.17	1.41	$	1.61	$	1.11
Expected option term (years)		3.0	3.0		3.0		3.0
Expected stock price volatility		62.1	58.0%		56.6%		49.7%
Average risk-free interest rate		0.57%	0.31%		0.29%		0.27%
Expected forfeiture rate		-	-		-		-
Expected dividend yield		-	-		-		-
FAIR VALUE ASSIGNED	$	186,000	109,000	$	1,159,000	$	75,000

All values are in US Dollars.

c. Restricted Share Units

During the quarter, the Company granted RSUs in accordance with the RSU plan approved in the 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, 2021, the Company could issue an additional 2,106,313 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 sharesissued or issuable onvesting
DECEMBER 31, 2019 and 2020	-
RSUs Granted	239,100
SEPTEMBER 30, 2021	239,100
- 13 -
---
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
---
(Expressed in Canadian dollars)

In relation to RSUs, the Company recognised $75,971 during the three months and nine months ended September 30, 2021, respectively (September 30, 2020 - Nil) in the statements of loss and comprehensive loss.

d. Deferred Share Units

Only directors of the Company are eligible for 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, 2021, the Company could issue an additional 1,787,511 DSUs under the DSU Plan.

During the three and nine months ended September 30, 2021, the Company granted 167,000 DSUs to the directors of the Company. In relation to DSUs, the Company recognized $362,390 during the three months and nine months ended September 30, 2021, respectively (September 30, 2020 - Nil) in the statements of loss and comprehensive loss.

11. KEY MANAGEMENT COMPENSATION

The Company's related parties include its directors and officers, who are the key management of the Company. The remuneration of key management was as follows:

	Three Months Ended<br>September 30,		Nine Months Ended<br>September 30,
	2021	2020	2021	2020
	$	$	$	$
Salaries and director fees	228,294	193,402	963,760	647,753
Share-based payments	550,590	160,936	931,520	309,956
KEY MANAGEMENT COMPENSATION	778,884	354,338	1,895,280	957,709

Share-based payments represent the fair value of stock options previously granted to directors and officers that was recognized in the Company's consolidated financial statements during the years presented above.

During nine months ended September 30, 2021, the Company's former Chairman, Dale Corman, received a $300,000 payment related to his retirement.

During the year ended December 31, 2020, a director of the Company was indirectly paid $270,000 for marketing and financial advisory services.

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.

- 14 -
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
---
(Expressed in Canadian dollars)

13. CAPITAL MANAGEMENT

The Company considers capital to be equity attributable to common shareholders, comprised 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 year. Western has no debt and does not pay dividends. The Company is not subject to any externally imposed capital.

14. 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 highly liquid investments which are 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. 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. It deposits cash and cash equivalents in Canadian chartered banks and purchases short-term investments that are guaranteed by Canadian governments or Canadian chartered banks. The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents Western's maximum exposure to credit risk.

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.

- 15 -
Western Copper and Gold CorporationNotes to the Consolidated Financial Statements<br>As at and for the three and nine months ended September 30, 2021<br>(unaudited – prepared by management)
---
(Expressed in Canadian dollars)

As at September 30, 2021, the carrying amounts of cash and cash equivalents, certain other assets, 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.

- 16 -

Western Copper and Gold Corporation: Exhibit 99.2 - Filed by newsfilecorp.com

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

The following management discussion and analysis of Western Copper and Gold Corporation (together with its subsidiaries, "Western" or the "Company") is dated November 4, 2021, and provides an analysis of the Company's results of operations for the three and nine months ended September 30, 2021.

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, 2021, and Western's audited consolidated financial statements for the year ended December 31, 2020, and the notes thereto prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). The Company's accounting policies are described in note 3 to the audited consolidated financial statements for the year ended December 31, 2020. 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. Additional information relating to the Company, including the Company's Annual Information Form for the year ended December 31, 2020 ("AIF"), is filed with Canadian regulators on SEDAR at www.sedar.com. 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. 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" or "Casino Project") towards production. The Casino Project is located in Yukon, Canada and hosts one of the largest undeveloped copper-gold deposits in Canada.

CORPORATE DEVELOPMENT

Strategic Investment by Rio Tinto Canada

On May 31, 2021, Rio Tinto Canada Inc. ("Rio Tinto") purchased 11,808,490 common shares of the Company at a price of $2.17 per common for gross proceeds of $25,624,423. The strategic investment results in Rio Tinto owning approximately 8% of the Company.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

• one member to a Casino Project Technical Committee.

• one non-voting observer to attend all meetings of the board of directors of the Company.

• one director of the Company, if Rio Tinto's ownership increases to at least 12.5%.

• up to three secondees to the Casino Project.

Under the investor rights agreement, for a period of 12 months, Rio Tinto has also agreed:

• not to sell, transfer, offer or otherwise dispose of any shares without first notifying the Company.

• to vote any shares in favor of each director nominated by the board of directors of the Company for election by shareholders.

• not to acquire any securities of the Company, subject to certain exceptions.

Financing

On July 29, 2021, the Company completed a brokered private placement of flow-through common shares (the "FT Shares"). The Company issued a total of 2,670,000 FT Shares at a price of $3.00 per FT Share for aggregate gross proceeds of $8,010,000. In connection with the private placement, the agents were paid a cash fee equal to 6% of the aggregate gross proceeds from the sale of the FT Shares.

Management Changes

On September 27, 2021, the Company announced the appointment of Shena Shaw as Vice President, Environmental and Community Affairs, effective October 1, 2021

On June 30, 2021, Dale Corman, Executive Chairman of the Company's Board of Directors, retired.

The Board appointed Ken Williamson to act as Interim Chairman, and has begun the process of finding a permanent replacement for Mr. Corman. Mr. Williamson has been a director of Western since 2019.

CASINO PROJECT UPDATE

Feasibility Study

On October 6, 2021, the Company announced that M3 Engineering & Technology Corporation ("M3") has been engaged to conduct a feasibility study on Casino. M3 is a full-service engineering, procurement and construction management firm. M3 also completed the Preliminary Economic Assessment on the Casino Project dated June 22, 2021. Targeted completion of the Feasibility Study is 2^nd^ quarter of 2022.

The Feasibility Study will be based on the PEA and will include: a large open-pit operation, a concentrator to recover copper, gold, silver and molybdenum minerals, and a solid waste facility to store mine waste rock and mill tailings. The project will also include a heap leach facility to recover gold, silver, and copper from oxide ore. Project infrastructure will include approximately 130 km of access road, and an on-site power generation facility to meet the project's electrical power demand.

The principal objective of the Feasibility Study will be to demonstrate positive economic indicators for the Casino Project at a feasibility study level. The Feasibility Study will also form the basis of the Environmental and Socio-economic Statement, the submission of which is the next step in the environmental assessment process under the Yukon Environmental and Socio-economic Assessment Act.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

2021 Exploration and Drilling Program

On October 6, 2021 the Company provided an update on the exploration and drilling program. The 2021 exploration and drilling program was developed with input from Rio Tinto as outlined in the investor rights agreement and subscription agreement, entered into as part of an investment by Rio Tinto Canada in Western (see news release dated May 17, 2021). The field component of the Program was completed on September 30, 2021.

The 2021 exploration and drilling program was comprised of several components.

Metallurgical and Geotechnical Drilling

All planned metallurgical and geotechnical drilling was completed. Diamond drilling of 1,001.3 metres of large-diameter core in three holes was completed to test amenability of the mineralization to mineral processing. Geotechnical and hydrological drilling in the Casino Deposit area, as well as a geotechnical program designed by Knight Piésold, targeting the ground conditions of the proposed tailings management and heap leaching facilities were also completed.

Resource Confirmation Drilling

All planned resource confirmation drilling was completed. Five holes totaling 1,484.1 metres were drilled to confirm the lithological and mineralogical settings of the deposit. Core obtained will undergo metallurgical testing as well as conventional gold and multi-element analyses.

Exploration Drilling

Exploration diamond drilling comprising 1,634.7 metres in 6 holes was completed. All holes targeted peripheral areas of the Deposit, and three of the drill targets were determined from on-site XRF analysis of soil samples collected as part of the soil sampling program.

Soil Sampling

The planned soil sampling program was completed. The soil sampling program focused on areas east and south of the Casino Deposit. The program comprised of the collection of 2.502 "B-horizon" soil samples on a 200 m by 200 m grid spacing. All samples underwent XRF analysis on site and have been sent for full geochemical analysis.

Enersoft Logging

"GeologicalAI" robotic scanning, using a device built by Enersoft Inc. of Calgary, Alberta, was completed on all core drilled in 2021 and approximately 40% of the historical core. A total of 48,673.0 metres of core was scanned. The scanning includes "LIDAR" (Light Detection and Ranging) scanning, XRF analysis, hyperspectral analysis and some geotechnical analyses.

With the completion of the 2021 field program, the focus of further technical work developed with input from Rio Tinto will move to metallurgical studies. Metallurgical programs are under development for both the sulphide material targeted for the concentrator, and oxide material targeted for heap leach extraction, and will be executed once geochemical assays on the 2021 core have been received.

Preliminary Economic Assessment

On June 22, 2021, the Company released the results of its Preliminary Economic Assessment (the "PEA") for the Casino project. The Study considered the Project being constructed as an open pit mine, with a concentrator processing nominally 120,000 tonnes per day and a gold heap leach facility processing nominally 25,000 tonnes per day.

The Study supersedes all previous studies and incorporates the updated mineral resource with an effective date of July 3, 2020. The Study also incorporates outcomes of the Best Available Tailings Technology Study (the "BATT Study") completed in 2018 with participation by First Nations, the Yukon Environmental and Socio-economic Assessment Board ("YESAB") and the Yukon Government. The design concept for the tailings management facility ("TMF") also reflects the guidance received from the Independent Engineering Review Panel.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

The Study examines the development of the Casino Project, which comprises the processing of 1.3 billion tonnes of mineralized material for both the mill and heap leach, with deposition of mill tailings and mine waste in the TMF facility consistent with the design concepts considered during the BATT Study as a base case development. Unless otherwise indicated, all further references to "$" are to Canadian dollars and references to "US$" are to United States dollars.

HIGHLIGHTS

****	Base Case*
Payback period, years	3.0
NPV pre-tax (8% discount)	$3.62 billion
NPV after-tax (8% discount)	$2.33 billion
LOM pre-tax free cash flow	$13.0 billion
LOM after-tax free cash flow	$9.1 billion
IRR pre-tax (100 % equity)	23.3%
IRR after-tax (100% equity)	19.5%
Initial Capital Investment	$3.25 billion
Total mineralized material mined	1.3 billion tonnes
Mill mineralized material	1.1 billion tonnes
Heap leach mineralized material	204 million tonnes
Mill operation	25 years
Heap leach operation	23 years
LOM strip ratio	0.38:1

Base Case metal prices: Cu: US$3.35/lb, Au: US$1,600/oz, Ag: US$24/oz, Mo: US$12/lb.

On August 3, 2021, the Company filed a technical report titled "Casino Project, Form NI 43-101F1 Technical Report Preliminary Economic Assessment, Yukon, Canada" with an effective date of June 22, 2021 (the "Report"). The Report summarizes the results of the preliminary economic assessment on the Casino copper-gold project, which results were first reported by the Company in a news release dated June 22, 2021.

COVID-19 Policy

The Company has implemented a COVID-19 Policy to reduce the spread of COVID-19 at its exploration camp, and in the Yukon. The Company will continue to follow the guidance issued by the Federal and Territorial governments for the operation of remote camps and mining operations. All policies can be found on the Company's website.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

Infrastructure

In 2017, the Federal and Yukon Governments announced commitments to fund the upgrade for a portion of the existing access road to standards required for the Casino Project, as well as to fund a section of the additional 126 km of new access road to the Casino site.

The first project agreement on the Freegold Road was reached in April 2019 on the initial segment of the Freegold Road - the Carmacks Bypass. The Carmacks bypass will ensure the safety of Carmacks residents by redirecting industrial traffic away from the community and has recently moved through the Environmental Assessment process and initial contracts have been awarded for construction.

Exploration and evaluation expenditures

Western's recent activities have focused on exploration and drilling of the Casino Project. Capitalized expenditures for the periods presented were as follows:

For the nine months ended September 30,	2021	2020
	$	$
Claims maintenance	22,270	25,575
Engineering	1,765,852	89,100
Exploration and camp support	6,908,699	4,396,961
Permitting	532,995	105,929
Salary and wages	139,605	171,973
Share-based payments	105,535	57,482
TOTAL	9,474,956	4,847,020

Royalties and production payments

Certain portions of the Casino property remain subject to certain royalty obligations. The surviving royalties and agreements are as follows:

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

SELECTED QUARTERLY FINANCIAL INFORMATION

The following quarterly information has been extracted from the Company's unaudited condensed interim consolidated financial statements.

As at and for the quarter ended	30-Sep-21	30-Jun-21	31-Mar-21	31-Dec-20
	$	$	$	$
Loss and comprehensive loss	909,863	1,176,295	1,096,896	407,894
Loss per share - basic and diluted	0.01	0.01	0.01	0.00
Cash and short-term investments	51,790,157	49,710,381	26,989,662	28,647,190
Exploration and evaluation assets	63,222,969	56,785,349	54,467,749	53,748,013
Total assets	116,499,708	108,157,055	82,667,429	83,810,068
As at and for the quarter ended	30-Sep-20	30-Jun-20	31-Mar-20	31-Dec-19
---	---	---	---	---
	$	$	$	$
Loss and comprehensive loss	438,977	425,392	761,094	518,512
Loss per share - basic and diluted	0.00	0.00	0.01	0.00
Cash and short-term investments	2,946,363	5,974,801	2,809,957	1,641,721
Exploration and evaluation assets	53,222,045	49,617,686	48,724,375	48,375,025
Total assets	56,945,795	55,967,850	51,801,705	50,458,763

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 gains and losses related to foreign exchange and marketable securities, flow-through premium recovery and variances in stock-based compensation expense.

During the three months ended June 30, 2021, the Company incurred higher filing and legal fees associated with its stock option plan renewal and new restricted share unit and deferred share unit plans. The Company also recorded a $300,000 payment related to the retirement of the Company's former Executive Chairman.

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 generally increases from period to period.

During the three months ended September 30, 2021, exploration and evaluation assets increased as the Company completed field work for its 2021 exploration and drilling program.

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, 2021, the Company completed a brokered private placement of flow through common shares for aggregate proceeds of $8.0M.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

During the three months ended June 30, 2021, the Company received $25.6M as part of a strategic investment from Rio Tinto Canada.

During the three months ended December 31, 2020, the Company raised $28.7M through an equity offering which resulted in a significant increase to cash and cash equivalents.

RESULTS OF OPERATIONS

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2021	2020	2021	2020

Depreciation	38,723	-	64,538	-
Filing and regulatory fees	14,701	8,929	266,684	197,594
Office and administration	93,584	83,034	328,246	254,382
Professional fees	136,659	28,815	320,250	112,360
Share-based payments	600,187	164,225	1,006,604	331,078
Shareholder communication and travel	226,213	73,861	587,255	198,837
Wages and benefits	320,172	273,699	1,174,404	847,099
CORPORATE EXPENSES	1,430,239	632,563	3,747,981	1,941,350
Foreign exchange loss (gain)	6,589	(4,262	2,147	3,547
Interest income	(68,594	(440	(153,095	(6,303
Flow-through premium recovery	(698,491	(30,484	(699,899	(125,531
Unrealized loss (gain) on marketable securities	240,120	(158,400	285,920	(187,600
LOSS AND COMPREHENSIVE LOSS	909,863	438,977	3,183,054	1,625,463

All values are in US Dollars.

THREE MONTHS ENDED SEPTEMBER 30, 2021

Western incurred a loss of $909,863 (0.01 per common share) for the three months ended September 30, 2021, compared to a loss of $438,977 ($0.00 per common share) over the same period in 2020. The scale and nature of the Company's administrative activity have remained generally consistent throughout these periods, but a few items led to differences in the comparative figures, as follows:

The Company recorded $38,723 in depreciation related to right-of-use assets.

Professional fees increased by $107,844 during the three months ended September 30, 2021, compared to the same period in 2020 due to a general increase in legal activity.

Share-based payments increased by $435,962 during the three months ended September 30, 2021, compared to the same period in 2020 due to timing, valuation, and recognition differences relating to the underlying stock option grants as well the recognition and amortization related to RSU's and DSUs.

Shareholder communication and travel increased by $152,352 during the three months ended September 30, 2021, compared to the same period in 2020 as the Company increased investor outreach activities and promotional activities.

During the three months ended September 30, 2021, the Company recorded a flow-through premium recovery of $698,491 compared to a flow-through premium recovery of $30,484 during the three months ended September 30, 2020.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

Differences in the unrealized gains and losses on marketable securities are a result of variances in the share price of the marketable securities held by Western at each period end date.

NINE MONTHS ENDED SEPTEMBER 30, 2021

Western incurred a loss of $3,183,054 ($0.02 per common share) for the nine months ended September 30, 2021, compared to a loss of $1,625,463 ($0.01 per common share) over the same period in 2020. The fluctuations in the Company's corporate costs during the nine months ended September 30, 2021 relate to variances in professional fees, share-based payments, shareholder communication and travel, wages and benefits and unrealized gains and losses on marketable securities. The reasons for these fluctuations are explained in the section above that discusses changes for the three months ended September 30, 2021.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30,	2021	2020
****
CASH PROVIDED BY (USED IN)
Operating activities	(2,905,574	(1,694,003
Financing activities	33,422,305	7,057,687
Investing activities	(23,417,018	(4,059,042
CHANGE IN CASH AND EQUIVALENTS	7,099,713	1,304,642
Cash and cash equivalents - beginning	28,647,190	1,641,721
CASH AND CASH EQUIVALENTS	35,746,903	2,946,363

All values are in US Dollars.

Cash and cash equivalents totaled $35.7 million as at September 30, 2021 (December 31, 2020 - $28.6 million). Cash and short-term investments totaled $51.8 million as at September 30, 2021 (December 31, 2020 - 28.6 million). Western's net working capital as at September 30, 2021 totaled $48.6 million (December 31, 2020 - $28.6 million).

Western is an exploration 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 working capital balance 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.

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's ability to continue as a going concern is substantially dependent on its ability to raise funds necessary to acquire assets, perform exploration and development activities, and conduct its corporate affairs primarily through the issuance of its common shares. There is a risk that in the future the Company may not be able to raise the capital required to fund operations.

Operating activities

The significant components of operating activities are discussed in the Results of Operations section above.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

Financing activities

During the nine months ended September 30, 2021, the Company received $1.35 million from the exercise of stock options. During the nine months ended September 30, 2020, the Company received $806,834 from the exercise of stock options.

During the nine months ended September 30, 2021, the Company completed private placements for aggregate proceeds of $33.6 million. During the nine months ended September 30, 2020, the Company completed private placements for aggregate proceeds of $6.4 million.

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, 2021, the Company purchased $16.0 million in short term investments and spent $7.4 million on exploration and evaluation assets. During the nine months ended September 30, 2020, Western spent $4.0 million on exploration and evaluation expenditures. The Company did not purchase any short term investments during the nine months ended September 30, 2020.

The majority of the mineral property expenditures incurred during the nine months ended September 30, 2021, relate to the Company's drilling and exploration program and engineering activities. 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 151,426,125 common shares outstanding. The Company also has 6,035,000 stock options outstanding with exercises prices ranging from $0.75 to $1.66 and 1,500,000 warrants with an exercise price of $0.85. In addition, there are 239,100 restricted share units and 167,000 deferred share units to be settled by way of common shares issued from treasury.

KEY MANAGEMENT COMPENSATION

The Company's related parties also include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the periods presented was follows:

	Three Months Ended<br>September 30,		Nine Months Ended<br>September 30,
	2021	2020	2021	2020
	$	$	$	$
Salaries and director fees	228,294	193,402	963,760	647,753
Share-based payments	550,590	160,936	931,520	309,956
KEY MANAGEMENT COMPENSATION	778,884	354,338	1,895,280	957,709

Share-based payments represent the fair value of stock options previously granted to directors and officers that was recognized during the years presented above.

During nine months ended September 30, 2021, the Company's former Chairman, Dale Corman, received a $300,000 payment related to his retirement.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

During the year ended December 31, 2020, a director of the Company was indirectly paid $270,000 for marketing and financial advisory services.

SIGNIFICANT ACCOUNTING ESTIMATES

Use of estimates

The preparation of financial statements in conformity with IFRS 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.

Environmental site reclamation

As at September 30, 2021, the Company had not recognized an amount for environmental site reclamation, however, minimum standards for site reclamation have been established by various governmental agencies that affect certain operations of the Company. The determination of reclamation costs requires assumptions with respect to future expected costs and legislation in effect at that time. Changes in these assumptions could have a material effect on the amount required to be recognized as an environmental reclamation provision.

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 Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2020. As a result of the material weakness identified during the assessment of internal control over financial reporting, as described below, management has also concluded that its disclosure controls and procedures were not effective as at December 31, 2020.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

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.

In making this assessment, the Company's management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control-Integrated Framework.

The Chief Executive Officer and the Chief Financial Officer assessed the design and the operating effectiveness of the Company's internal control over financial reporting as of December 31, 2020.

Based on that assessment, management concluded that, as at December 31, 2020, the Company's internal control over financial reporting was not effective due to the existence of a material weakness. A material weakness existed in the design of internal control over financial reporting caused by a lack of adequate segregation of duties in the financial close process. The Chief Financial Officer is responsible for preparing, authorizing, and reviewing information that is key to the preparation of financial reports. He is also responsible for preparing and reviewing the resulting financial reports. This weakness has the potential to result in material misstatements in the Company's financial statements, and should also be considered a material weakness in its disclosure controls and procedures.

Management has concluded, and the audit committee has agreed that taking into account the present stage of Western's development, the Company does not have sufficient size and scale to warrant the hiring of additional staff to correct the weakness at this time.

There has been no significant change in internal control over financial reporting or in disclosure controls and procedures from January 1 to September 30, 2021, that has materially affected, or is reasonably likely to affect, the Company's internal control over financial reporting or its disclosure controls and procedures

FINANCIAL INSTRUMENT RISK

Liquidity risk

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

Credit risk

Market risk

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

FORWARD-LOOKING STATEMENTS

This management discussion and analysis ("MD&A") and certain information incorporated by reference in this MD&A contain certain forward-looking statements concerning Western's strategy, projects, plans or future financial or operating performance. All statements that are not statements of historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" as that term is defined in National Instrument 51-102 ("NI 51-102") of the Canadian Securities Administrators (collectively, "forward-looking statements"). 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 the anticipated results of operations and capital expenditures and readers are cautioned that FOFI may not be appropriate for other purposes. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", "targets", "plans", "goals" and similar expressions, or statements that events, conditions or results "will", "may", "could", "should" or "would" occur or be achieved. Such forward-looking statements are set forth, among other places, under the heading "Casino Project Update" and elsewhere in the MD&A and may include, but are not limited to, statements regarding perceived merit of properties; mineral reserve and resource estimates; capital expenditures; feasibility study results (including projected economic returns, operating costs and capital costs in connection with the Casino Project); cash flow forecasts; exploration results at the Company's property; budgets; work programs; permitting or other timelines; the Company's engagement with local communities to manage the COVID-19 pandemic; estimated timing for construction of, and production from, any new projects; strategic plans, including without limitation Western's strategy and plans in respect of environmental and social governance issues; market price of precious and base metals; expectations regarding future price assumptions, financial performance and other outlook or guidance or other statements that are not statements of historical fact.

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) prevailing and projected market prices and foreign exchange rates, exploitation and exploration estimates will not change in a materially adverse manner, (2) requisite capital and financing will be available on acceptable terms, (3) equipment and personnel required for permitting, construction and operations will be available on a continual basis, (4) no unforeseen delays, unexpected geological or other effects, equipment failures, or permitting or other delays, and (5) 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 are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other known or unknown factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; the speculative nature of mineral exploration and development; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; 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 associated with projects in the early stages of evaluation and for which additional engineering and other analysis is required; the benefits expected from recent transactions being realized; failure to comply with environmental and health and safety laws and regulations; risks related to cooperation of government agencies and First Nations in the exploration and development of the property and the issuance of required permits; risks related to the need to obtain additional financing to develop the property and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; increased costs, delays, suspensions and technical challenges associated with the construction of capital projects; operating or technical difficulties in connection with mining or development activities, including geotechnical challenges and disruptions in the maintenance or provision of required infrastructure and information technology systems; uncertainty as to timely availability of permits and other approvals; non-renewal of key licenses by governmental authorities; the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; adverse changes in the Company's credit ratings; the impact of inflation; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which the Company or its affiliates do or may carry on business in the future; risks associated with illegal and artisanal mining; risks associated with new diseases, epidemics and pandemics, including the effects and potential effects of the global COVID-19 pandemic; the possibility that future exploration results will not be consistent with the Company's expectations; risks that exploration data may be incomplete and considerable additional work may be required to complete further evaluation, including but not limited to drilling, engineering and socioeconomic studies and investment; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; litigation and legal and administrative proceedings; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; business opportunities that may be presented to, or pursued by, the Company; the Company's ability to successfully integrate acquisitions or complete divestitures; employee relations including loss of key employees; increased costs and physical risks, including extreme weather events and resource shortages, related to climate change; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies. Western also cautions that its 2020 guidance, projections, plans and strategy may be impacted by the unprecedented business and social disruption caused by the spread of COVID-19.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. Specific reference is made to the most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities 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's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Readers are cautioned that forward-looking statements are not guarantees of future performance.

WESTERN COPPER AND GOLD CORPORATION****	MANAGEMENT DISCUSSION AND ANALYSIS
	Three and nine months ended September 30, 2021
(Expressed in Canadian dollars, unless otherwise indicated)

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES

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 differ from the definitions of such terms for purposes of the disclosure requirements of the SEC and contained in Industry Guide 7 of the SEC. Under Industry Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in NI 43-101 and required by NI 43-101 to be used for disclosure of mineral resources. These terms, however, are not defined terms under Industry Guide 7 and are not permitted to be used in reports and registration statements of United States companies filed with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations. In contrast, the SEC only permits U.S. companies to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures.

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 U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Western Copper and Gold Corporation: Exhibit 99.3 - Filed by newsfilecorp.com

Form 52-109F2 - Certification of Interim Filings

I, Paul West-Sells, Chief Executive Officer of Western Copper and Gold Corporation, certify the following:

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, 2021.
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.
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.
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.
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 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

5.3 N/A

Form 52-109F2 - Certification of Interim Filings

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 July 1, 2021 ****** and ended on September 30, 2021 **** that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 4, 2021

(signed) Paul West-Sells

Paul West-Sells

Chief Executive Officer

Western Copper and Gold Corporation: Exhibit 99.4 - Filed by newsfilecorp.com

Form 52-109F2 - Certification of Interim Filings

I, Varun Prasad, Chief Financial Officer of Western Copper and Gold Corporation, certify the following:

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, 2021.
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.
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.
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.
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

5.2 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

5.3 N/A

Form 52-109F2 - Certification of Interim Filings

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 July 1, 2021 ****** and ended on September 30, 2021 **** that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 4, 2021

(signed) Varun Prasad

Varun Prasad

Chief Financial Officer

Western Copper & Gold Corp 6-K, filed Nov 5, 2021

About this 6-K