WESTERN COPPER AND GOLD ANNOUNCES FURTHER INVESTMENT AND ENTRY INTO A NEW INVESTOR RIGHTS AGREEMENT WITH RIO TINTO
- None.
- None.
Rio Tinto has agreed to subscribe for and purchase 3,468,208 common shares at a price of
Western remains the sole owner of the Casino Project and will continue to be the operator. The Company will use the proceeds of this further investment to fund specific areas of study, specifically around providing infrastructure for the Casino Project, and streamlining the regulatory process, with the aim of progressing through permitting to a development phase for the Casino Project.
"We are pleased that Rio Tinto has elected to continue to invest and work with Western to advance the Casino Project, with a focus on furthering infrastructure development and streamlining the regulatory process," said Paul West-Sells, President and CEO.
"We are pleased to continue to work with Western to advance the Casino Project," said Bold Baatar, Chief Executive, Copper, Rio Tinto.
In connection with this further investment by Rio Tinto, the Company and Rio Tinto will enter into an amended and restated investor rights agreement, whereby, subject to certain conditions, including ownership thresholds, Rio Tinto will have certain rights for a period of 18 months from closing of the investment, including the right to appoint:
- one member to the Casino Project Technical and Sustainability 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
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 amended and restated investor rights agreement, for a period of 18 months, Rio Tinto has also agreed:
- 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
- not to sell, transfer, offer or otherwise dispose of any shares, subject to certain exceptions
The closing of this investment is expected to occur on or about December 12, 2023 and is subject to regulatory approval, including that of the Toronto Stock Exchange and the NYSE American LLC. The common shares will be subject to a statutory hold period in accordance with applicable securities legislation.
Western Copper and Gold Corporation is developing the Casino Project,
On behalf of the board,
"Paul West-Sells"
Dr. Paul West-Sells
President and CEO
Western Copper and Gold Corporation
Cautionary Disclaimer Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements, including statements with respect to the anticipated use of proceeds from the investment, the rights to be provided to Rio Tinto and the restrictions imposed on Rio Tinto pursuant to the amended and restated investor rights agreement, and the expected closing date for the investment. Statements that are not historical fact are "forward-looking statements" as that term is defined in
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies.
Western's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
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SOURCE Western Copper and Gold Corporation
FAQ
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