Amendment: SEC Form SCHEDULE 13D/A filed by Western Copper and Gold Corporation
$WRN
Metal Mining
Basic Materials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Western Copper and Gold Corporation (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
95805V108 (CUSIP Number) |
Andy Hodges, Company Secretary 6 St James's Square, London SW1Y 4AD, X0, SW1Y 4AD 44 (0) 20 7781 2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 95805V108 |
| 1 |
Name of reporting person
Rio Tinto plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
19,004,925.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
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| CUSIP No. | 95805V108 |
| 1 |
Name of reporting person
Rio Tinto Canada Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,004,925.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
Western Copper and Gold Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1030 West Georgia Street, Suite 907, Vancouver,
CANADA (FEDERAL LEVEL)
, V6E 2YE. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") relates to the Statement on Schedule 13D (this "Schedule 13D") filed on June 16, 2025 by Rio Tinto plc, a public limited company incorporated under the laws of England and Wales ("Rio Tinto"), and Rio Tinto Canada Inc., a corporation incorporated under the laws of Canada ("RTCI" and, together with Rio Tinto, the "Rio Tinto Companies"). Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
On March 25, 2024, the Company completed a private placement with RTCI pursuant to RTCI's subscription rights as a result of a private placement completed on March 1, 2024 when Sandeep Singh, the Company's Chief Executive Officer, purchased 2,222,222 common shares of the Company at a price of $1.35 per common share for gross proceeds of approximately $3,000,000. RTCI acquired 239,528 common shares of the Company at a price of $1.35 per common share for gross proceeds of approximately $323,363.
On May 6, 2024, the Company completed a private placement with RTCI pursuant to RTCI's subscription rights as a result of a public offering (the "Offering") completed on April 30, 2024 (in which the Company offered and sold 24,210,526 common shares). RTCI acquired 2,609,890 common shares of the Company at a price of $1.90 per common share for gross proceeds of $4,958,791. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Item 3 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 4.
RTCI and the Company entered into a Second Amended and Restated Investor Rights Agreement (the "A&R Investor Rights Agreement"). A copy of the form of A&R Investor Rights Agreement is filed with this Schedule 13D as Exhibit G and is incorporated herein by reference. Under the A&R Investor Rights Agreement, RTCI would retain its right (but not the obligation) to acquire additional securities in the Company so as to maintain its proportional equity interest in the Company.
The A&R Investor Rights Agreement also extends through November 30, 2026 (the "Extended Investor Rights Period"), RTCI's rights to: (a) appoint a member to the Company's technical and sustainability committee, and (b) upon mutual agreement, participate in a secondment program with the Company and RTCI.
Under the A&R Investor Rights Agreement, RTCI will also be entitled to customary registration rights to facilitate a public offering or distribution of Shares if it were to choose to sell its Shares, and RTCI will also be subject to customary standstill arrangements, as set out in the A&R Investor Rights Agreement, during the Extended Investor Rights Period. In connection with the A&R Investor Rights Agreement, RTCI agreed to certain restrictions on directly or indirectly soliciting for employment certain of the Company's employees and to restrictions on acquiring mining concessions within a specified distance from the property boundaries of the Company's mining interests. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Items 3 and 4 of this Schedule 13D/A are incorporated by reference in its entirety into this Item 5. The transactions in the class of securities reported on in this Schedule 13D that were effected during the past 60 days by or on behalf of the reporting persons are described in Item 3 and incorporated herein by reference. Other than those transactions, there were no other such transactions by the reporting persons that were effected during the past 60 days.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Items 3 and 4 of this Schedule 13D/A is incorporated by reference in its entity into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
A Joint Filing Agreement between Rio Tinto plc and Rio Tinto Canada Inc., dated November 23, 2022.*
B Subscription Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc. dated May 14, 2021.*
C Investor Rights Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc. dated May 28, 2021.*
D Extension letter dated November 22, 2022 from Rio Tinto Canada Inc. to Western Copper and Gold Corporation.*
E Subscription Agreement, dated November 27, 2023 between Western Copper and Gold Corporation and Rio Tinto Canada Inc.
F Amended and Restated Investor Rights Agreement dated November 27, 2023 between Western Copper and Gold Corporation and Rio Tinto Canada Inc.*
G Form of Second Amended and Restated Investor Rights Agreement dated June 13, 2025 between Western Copper and Gold Corporation and Rio Tinto Canada Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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