VANCOUVER, B.C. Western Copper and Gold Corporation (“Western” or the “Company”) (TSX: WRN; NYSE American: WRN) announces a strategic equity investment by Mitsubishi Materials Corporation (“Mitsubishi Materials”) to further advance the Company’s copper-gold Casino Project in the Yukon.

Mitsubishi Materials has agreed to acquire that number of common shares of the Company (the “Shares”) that will represent approximately 5.0% of Western’s issued and outstanding Shares, on an undiluted basis, following completion of the investment, at a price of C$2.63 per Share.

The exact number of Shares to be issued, and proceeds to be received, by the Company will depend on whether Rio Tinto Canada Inc. (“Rio Tinto”) elects to exercise its pre-existing right to participate on a pro rata basis in equity financings by the Company to maintain its current ownership interest, which based on public filings is approximately 7.84%.

Assuming Rio Tinto elects to exercise its participation right in full, then it is expected that 8,091,390 Shares will be issued to Mitsubishi Materials for aggregate gross proceeds of C$21.3 million and 878,809 Shares will be issued to Rio Tinto for aggregate gross proceeds of C$2.3 million.

“We are pleased to welcome Mitsubishi Materials as a strategic investor in the Company,” said Paul West-Sells, President and CEO. “The investment by Mitsubishi Materials is a strong endorsement of the Casino Project. We look forward to working with Mitsubishi Materials to advance Casino.”

Western remains the sole owner of the Casino Project and will continue to be the operator. The Company will use the proceeds of the strategic investment to advance the project and to fund specific areas of study, developed with input from Mitsubishi Materials, with the aim of progressing to a development phase for the Casino Project.

In connection with the strategic investment by Mitsubishi Materials, the Company and Mitsubishi Materials will enter into an investor rights agreement whereby, subject to certain conditions, Mitsubishi Materials will have certain rights until the earlier of (a) its ownership falling below 3.0%, and (b) the date that is 24 months following completion of the investment (the “Expiry Date”), including:

the right to appoint one member to a Casino Project Technical and Sustainability Committee
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%
In addition, until the Expiry Date, Mitsubishi Materials will have a 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.”

Under the investor rights agreement, for a period of 24 months, Mitsubishi Materials will agree:

not to sell, transfer, offer or otherwise dispose of any Shares without first notifying the Company
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
not to acquire any securities of the Company, subject to certain exceptions
Mitsubishi Materials will have the right of first negotiation, until the later of (a) its ownership falling below 3.0%, and (b) the date that is 24 months following completion of the investment, to offtake at least its proportionate share of minerals produced from the Casino Project.

The Company and Mitsubishi Materials will negotiate in good faith new rights and restrictions attaching to its share ownership on the earlier of (a) 18 months following completion of the investment, and (b) Mitsubishi Materials’ ownership reaching 12.5% or greater.

The closing of the strategic investment is expected to occur on or about April 14, 2023 and is subject to regulatory approval, including that of the Toronto Stock Exchange and the NYSE American LLC. The Shares will be subject to a statutory hold period in accordance with applicable securities legislation.

BMO Capital Markets and RBC Capital Markets are acting as financial advisors to Western Copper and Gold.

Western will host a conference call on March 24, 2023 at 8:00 am (Pacific Time) for senior management to discuss this investment by Mitsubishi Materials.

Canada/USA: 1-800-319-4610