Western Copper and Gold Announces Completion of Bought Deal Public Offering of $92 Million

Rhea-AI Summary

Western Copper and Gold (TSX/NYSE American: WRN) completed a bought deal public offering on February 26, 2026 of 22,169,125 common shares at $4.15 per share for gross proceeds of $92,001,868.75, including full exercise of the over-allotment option.

The company paid a 5.0% cash commission to underwriters. Net proceeds will advance permitting and engineering at the Casino Project in Yukon and support general corporate and working capital needs. Certain insiders participated, and the company relied on 61-101 exemptions.

Positive

• Gross proceeds of $92,001,868.75 raised
• Full over-allotment exercised, increasing offering size
• Funds allocated to Casino Project permitting and engineering

Negative

• Underwriting commission equal to 5.0% of gross proceeds
• Insider participation created a related-party transaction under 61-101
• Material change report was not filed 21 days prior to closing

Key Figures

Shares issued (offering): 22,169,125 shares Offering price: $4.15 per share Gross proceeds (offering): $92,001,868.75 +5 more

8 metrics

Shares issued (offering) 22,169,125 shares Common shares sold in completed bought deal

Offering price $4.15 per share Price per Common Share in bought deal

Gross proceeds (offering) $92,001,868.75 Total gross proceeds including over-allotment

Underwriter commission 5.0% of gross proceeds Cash commission on most shares sold

President's list shares 1,098,500 shares Shares sold to purchasers on a president's list

Base shares (prior filing) 19,277,500 shares Common shares in base bought deal offering

Base gross proceeds $80,001,625 Gross proceeds before over-allotment in earlier filing

Shares outstanding pre-offer 203,009,549 shares Common shares outstanding as of Feb 11, 2026

Market Reality Check

Price: $3.29 Vol: Volume 1,853,664 is below...

normal vol

$3.29 Last Close

Volume Volume 1,853,664 is below the 20-day average of 2,612,442, suggesting no outsized trading response pre-announcement. normal

Technical Shares trade above the 200-day MA of 2.03 with a current price of 3.29, despite recent weakness.

Peers on Argus

WRN fell 4.64% while key peers showed mixed moves: NAK down 4.52%, TMQ down 1.58...

2 Up 1 Down

WRN fell 4.64% while key peers showed mixed moves: NAK down 4.52%, TMQ down 1.58%, LAR up 0.6%. Momentum peers included SGML down and NB/LZM up, pointing to company-specific pressure from the equity financing.

Common Catalyst One peer, NB, reported project construction news, but broader peer moves were mixed and not clearly tied to WRN’s financing.

Historical Context

5 past events · Latest: Feb 20 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 20	Final prospectus filed	Negative	+2.9%	Filed final short form prospectus for bought deal equity financing.
Feb 12	Financing upsized	Negative	-7.7%	Announced upsized C$80M bought deal equity financing for Casino Project.
Feb 11	Bought deal financing	Negative	-7.7%	Announced C$50M bought deal financing with over-allotment option.
Jan 12	Leadership appointments	Positive	+5.3%	Appointed new COO and VP Technical to strengthen project execution.
Dec 04	Community partnership	Neutral	-0.4%	Provided $75,000 for Yukon school and daycare meal programs.

Pattern Detected

Recent equity financing announcements often led to negative price reactions, while operational/management updates skewed positive.

Recent Company History

Over the past months, WRN has focused on funding and advancing the Casino Project. Multiple bought deal financings in February 2026 raised capital via short form prospectus and MJDS structures, typically pressuring the share price. In contrast, a January 12, 2026 leadership strengthening update saw a positive reaction. Today’s completion of the bought deal follows this financing sequence, converting prior announced terms into finalized proceeds.

Market Pulse Summary

This announcement finalizes a previously flagged bought deal financing, confirming issuance of over ...

Analysis

This announcement finalizes a previously flagged bought deal financing, confirming issuance of over 22M shares at $4.15 for gross proceeds around $92M. Proceeds are earmarked to advance permitting and engineering for the Casino Project and for general corporate use. Investors may track how efficiently these funds translate into permitting progress, engineering milestones, and future updates from the Yukon project.

Key Terms

bought deal public offering, over-allotment option, short form prospectus, registration statement, +4 more

8 terms

bought deal public offering financial

"it has completed its previously announced bought deal public offering (the "Offering")"

A bought deal public offering is when one or more investment banks agree to buy all newly issued shares from a company up front and then resell them to investors, effectively guaranteeing the company will receive the agreed capital. For investors it matters because this approach provides fast, certain funding but increases the number of shares outstanding, which can dilute existing ownership and influence short-term share price; the deal’s price and demand also signal market appetite.

over-allotment option financial

"for gross proceeds of $92,001,868.75, including the full exercise of the over-allotment option."

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

short form prospectus regulatory

"The Offering was completed by way of a short form prospectus (the "Prospectus") filed in all of the provinces"

A short form prospectus is a condensed legal document that gives investors the key facts about a company’s new securities offering—such as the offering size, price range, main financial highlights, and principal risks—without repeating full historical disclosures. It matters because it speeds up and simplifies the process of buying newly issued stock or bonds while still giving investors a focused “fact sheet” to compare the deal’s terms and risks, much like a product brochure that complements an existing full manual.

registration statement regulatory

"in the United States pursuant to a prospectus filed as part of a registration statement on Form F-10"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form f-10 regulatory

"pursuant to a prospectus filed as part of a registration statement on Form F-10 (the "Registration Statement")"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

multi-jurisdictional disclosure system regulatory

"under the Canada/U.S. multi-jurisdictional disclosure system."

A multi-jurisdictional disclosure system is a coordinated filing and publication process that lets companies share required financial, regulatory, or corporate information across several legal regions at once. Think of it like posting the same important notice on multiple community bulletin boards simultaneously so everyone who needs it — investors, regulators, and markets in different countries — sees the same, timely details. For investors this matters because it reduces delays and inconsistencies, making it easier to compare risks and make informed decisions when securities trade in more than one place.

related party transaction regulatory

"The Insiders' participation in the Offering constitutes a "related party transaction""

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

material change report regulatory

"The Company will file a material change report in respect of the Offering."

A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - February 26, 2026) - Western Copper and Gold Corporation (TSX: WRN) (NYSE American: WRN) (the "Company") is pleased to announce that it has completed its previously announced bought deal public offering (the "Offering") of 22,169,125 common shares of the Company (the "Common Shares") at a price of $4.15 per Common Share for gross proceeds of $92,001,868.75, including the full exercise of the over-allotment option.

The Offering was completed pursuant to an underwriting agreement dated February 12, 2026 entered into between the Company and a syndicate of underwriters led by Stifel Canada, and including ATB Capital Markets Corp., National Bank Financial Inc., Agentis Capital Markets, BMO Capital Markets, Canaccord Genuity Corp., CIBC World Markets Inc. and H.C. Wainwright & Co., LLC (the "Underwriters"). In connection with the Offering, the Company paid the Underwriters a cash commission equal to 5.0% of the gross proceeds, other than on sales of an aggregate of 1,098,500 Common Shares to purchasers on a president's list.

The net proceeds from the sale of the Common Shares are expected to be used to advance permitting and engineering activity at the Company's Casino Project in the Yukon and for general corporate and working capital purposes.

The Offering was completed by way of a short form prospectus (the "Prospectus") filed in all of the provinces of Canada, except Québec, and in the United States pursuant to a prospectus filed as part of a registration statement on Form F-10 (the "Registration Statement") under the Canada/U.S. multi-jurisdictional disclosure system. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The Prospectus is available on SEDAR+ at www.sedarplus.ca. The Registration Statement is available on EDGAR at www.sec.gov.

Certain directors and officers of the Company (the "Insiders") participated in the Offering. The Insiders' participation in the Offering constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of 61-101 in respect of the Offering as neither the fair market value of the securities issued to the Insiders nor the consideration paid by the Insiders for such securities exceed 25% of the Company's market capitalization. The Company will file a material change report in respect of the Offering. However, the Company did not file a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.

About Western Copper and Gold Corporation

Western Copper and Gold Corporation is advancing the Casino Project, Canada's premier copper-gold mine in the Yukon and one of the most economic greenfield copper-gold mining projects in the world.

The Company is committed to working collaboratively with First Nations and local communities to progress the Casino Project, using internationally recognized responsible mining technologies and practices.

On behalf of the board,

"Sandeep Singh"

Sandeep Singh
Chief Executive Officer
Western Copper and Gold Corporation

For more information, please contact:

Cameron Magee
Director, Investor Relations & Corporate Development
Western Copper and Gold Corporation
437-219-5576 or cmagee@westerncopperandgold.com

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain forward-looking statements concerning the use of proceeds from the Offering. Statements that are not historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and other U.S. securities law 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").

Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. The material factors or assumptions used to develop forward-looking statements include, but are not limited to, that market or business conditions will not change in a materially adverse manner. Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of the Company 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 capital in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in the Company's AIF and Form 40-F, including those under the heading "Risk Factors" and other information released by the Company and filed with the applicable regulatory agencies.

The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285461

FAQ

What did WRN announce about the February 26, 2026 bought deal offering?

WRN completed a bought deal offering of 22,169,125 shares for gross proceeds of $92,001,868.75. According to the company, the price was $4.15 per share and the over-allotment option was fully exercised.

How will WRN use the net proceeds from the $92.0M offering?

The net proceeds will advance permitting and engineering at the Casino Project in Yukon and for general corporate and working capital. According to the company, permitting and engineering activities are the primary allocation of funds.

Did insiders participate in WRN's February 2026 offering and is it material?

Yes, certain directors and officers participated and the participation is a related-party transaction under 61-101. According to the company, it relied on exemptions because insider consideration did not exceed 25% of market capitalization.

What fees did WRN pay in connection with the bought deal offering (WRN)?

WRN paid underwriters a cash commission equal to 5.0% of the gross proceeds, excluding certain president's list sales. According to the company, the commission applied to most of the offering proceeds.

Was a material change report filed before WRN closed the offering on February 26, 2026?

No, the company did not file a material change report 21 days before closing because insider participation had not been confirmed earlier. According to the company, it will file a material change report in respect of the Offering.