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Western Copper and Gold Announces Filing of Final Short Form Prospectus

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Western Copper and Gold (TSX/NYSE American: WRN) filed a final short form prospectus dated February 20, 2026 for a bought deal public offering at C$4.15 per share to raise approximately C$80.0M, with an over-allotment option to increase proceeds to about C$92.0M.

The Offering is led by Stifel Canada with a syndicate of underwriters, is expected to close on or about February 26, 2026, and is subject to exchange and regulatory approvals. The prospectus is available on SEDAR+ and the Registration Statement is on EDGAR.

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Positive

  • Gross proceeds of approximately C$80.0M
  • Over-Allotment Option adds up to C$12.0M
  • Offered in Canada and the United States via Form F-10

Negative

  • Closing subject to exchange and regulatory approvals
  • Offering may dilute existing shareholders if fully subscribed

Key Figures

Offering price: C$4.15 per Common Share Gross proceeds: C$80,001,625 Over-allotment shares: 2,891,625 Common Shares +5 more
8 metrics
Offering price C$4.15 per Common Share Price for bought deal public offering
Gross proceeds C$80,001,625 Base bought deal gross proceeds to the Company
Over-allotment shares 2,891,625 Common Shares Maximum additional shares under Over-Allotment Option
Over-allotment proceeds C$12,000,243.75 Additional gross proceeds if option fully exercised
Aggregate gross proceeds C$92,001,869 Total gross proceeds if over-allotment fully exercised
Prospectus date February 20, 2026 Date of final short form prospectus
Over-allotment period 30 days Time after closing during which option is exercisable
Scheduled closing date On or about February 26, 2026 Target closing for the Offering

Market Reality Check

Price: $3.22 Vol: Volume 4,604,214 is 1.82x...
high vol
$3.22 Last Close
Volume Volume 4,604,214 is 1.82x the 20-day average of 2,524,534, indicating elevated activity ahead of the financing close. high
Technical Price at 3.15 is trading above the 200-day MA of 1.99, reflecting a pre-existing upward trend into the offering.

Peers on Argus

WRN is modestly higher (0.47%) with elevated volume, while close peers show mixe...

WRN is modestly higher (0.47%) with elevated volume, while close peers show mixed moves: TMQ up 4.83%, NB down 3.44%, LZM down 2.10%, NAK flat, LAR up 0.86%. This pattern points to stock-specific dynamics around the financing rather than a coordinated sector move.

Historical Context

5 past events · Latest: Feb 12 (Negative)
Pattern 5 events
Date Event Sentiment Move Catalyst
Feb 12 Upsized financing Negative -7.7% Increased bought deal size to C$80M with larger over-allotment option.
Feb 11 Financing launch Negative +1.2% Announced C$50M bought deal to fund Casino Project and corporate needs.
Jan 12 Leadership hires Positive +5.3% Appointed experienced COO and VP Technical to advance Casino project.
Dec 04 Community support Positive -0.4% Committed $75,000 to support Yukon school and daycare meal programs.
Nov 17 Infrastructure update Positive -1.0% Welcomed grid corridor referral that could benefit Casino as anchor tenant.
Pattern Detected

Recent financing and project news has often seen mixed or contrary price reactions, with several positive or strategic updates followed by weak or negative next-day moves.

Recent Company History

Over the past few months, WRN has focused on funding and advancing its Casino Project. On Nov 17, 2025, it highlighted potential benefits from the Northwest Critical Conservation Corridor and Yukon-B.C. Grid Connect. A community partnership followed on Dec 4, 2025. Leadership was strengthened with key technical hires on Jan 12, 2026. In February 2026, WRN moved from an initial C$50M bought deal to an upsized C$80M financing. Today’s final prospectus filing operationalizes that capital-raising sequence.

Market Pulse Summary

This announcement formalizes Western Copper and Gold’s bought deal financing via a final short form ...
Analysis

This announcement formalizes Western Copper and Gold’s bought deal financing via a final short form prospectus at C$4.15 per share for gross proceeds of about C$80M, with potential to reach roughly C$92M if the over‑allotment is exercised. It follows February financing updates and supports advancement of the Casino Project. Investors may track how quickly the deal closes around February 26, 2026, subsequent trading behavior as new shares enter the market, and future project or permitting milestones.

Key Terms

short form prospectus, bought deal, Over-Allotment Option, Registration Statement, +3 more
7 terms
short form prospectus regulatory
"it has filed a final short form prospectus dated February 20, 2026"
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.
bought deal financial
"in connection with its bought deal public offering of common shares"
A bought deal is a type of securities offering where an investment bank agrees to purchase the entire share or bond issue from a company up front and then resells it to investors, acting like a wholesaler who guarantees the sale. For investors, it matters because it gives the company fast, certain access to cash while potentially signaling pricing pressure or dilution—meaning the shares may be sold at a discount and existing holders could see their ownership reduced.
Over-Allotment Option financial
"The Company has granted the Underwriters an option (the "Over-Allotment Option"), exercisable"
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.
Registration Statement regulatory
"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"
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.
EDGAR regulatory
"The Registration Statement is available on EDGAR at www.sec.gov."
EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.

AI-generated analysis. Not financial advice.

Final Short Form Prospectus Accessible on SEDAR+

Vancouver, British Columbia--(Newsfile Corp. - February 20, 2026) - Western Copper and Gold Corporation. (TSX: WRN) (NYSE American: WRN) (the "Company") is pleased to announce that, further to its news releases dated February 11, 2026 and February 12, 2026, it has filed a final short form prospectus dated February 20, 2026 (the "Final Prospectus") with the securities commissions in each of the provinces of Canada, except Quebec, in connection with its bought deal public offering of common shares of the Company (the "Common Shares") at a price of C$4.15 per Common Share for gross proceeds to the Company of approximately C$80,001,625 (the "Offering").

The Offering is being conducted through a syndicate of underwriters including Stifel Canada, as lead underwriter and sole bookrunner, along with 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 (collectively, the "Underwriters"). The Company has granted the Underwriters an option (the "Over-Allotment Option"), exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 2,891,625 Common Shares of the Offering. If this option is exercised in full, an additional C$12,000,243.75 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately C$92,001,869.

Access to the Final Prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus. The Final Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from Stifel Canada by 161 Bay Street, Suite 3800, Toronto, Ontario, Canada M5J 2S1 or by email at syndprospectus@stifel.com by providing the contact with an email address or address, as applicable. The Final Prospectus contains important detailed information about the Company and the Offering. Prospective investors should read the Final Prospectus and the other documents the Company has filed on SEDAR+ before making an investment decision.

The Common Shares will also be offered in the United States pursuant to a prospectus filed as part of a registration statement on Form F-10 (together with any amendments thereto, the "Registration Statement") under the Canada/U.S. multi-jurisdictional disclosure system. The Registration Statement relating to the Common Shares has been filed with the United States Securities and Exchange Commission. The Registration Statement is available on EDGAR at www.sec.gov. Alternatively, the Registration Statement and the prospectus included therein may be obtained, for free upon request, from Stifel Canada at 161 Bay Street, Suite 3800, Toronto, Ontario, Canada M5J 2S1 or by email at syndprospectus@stifel.com. The Registration Statement and prospectus included therein contains important detailed information about the Company and the Offering. Prospective investors should read the Registration Statement and such prospectus and the other documents the Company has filed on EDGAR before making an investment decision.

The Offering is scheduled to close on or about February 26, 2026, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the NYSE American and the applicable securities regulatory authorities.

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 timing and completion of the Offering, the gross proceeds of the Offering and the use of proceeds from the Offering, the over-allotment option to be granted to the Underwriters, the necessary regulatory approvals required for the Offering being received and the expected closing date of 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, the assumptions that all regulatory approvals of the Offering will be obtained in a timely manner; all conditions precedent to completion of the Offering will be satisfied in a timely manner; and 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/284767

FAQ

What size is WRN's bought deal offering announced February 20, 2026?

The offering is C$4.15 per share for approximately C$80.0M gross proceeds. According to the company, an over-allotment option could raise aggregate proceeds to about C$92.0M if fully exercised.

When is the WRN offering expected to close and what approvals are required?

The Offering is scheduled to close on or about February 26, 2026, subject to approvals. According to the company, closing requires Toronto Stock Exchange, NYSE American and applicable securities regulatory approvals.

How will the over-allotment option affect WRN shareholders if exercised?

If exercised in full, the Over-Allotment Option would add 2,891,625 shares and about C$12.0M in proceeds. According to the company, this would increase aggregate gross proceeds to approximately C$92.0M and further dilute share count.

Where can investors access WRN's final short form prospectus and registration statement?

The Final Prospectus is available on SEDAR+ and the Registration Statement is on EDGAR. According to the company, free copies may also be requested from Stifel Canada by mail or email at syndprospectus@stifel.com.

Who are the lead underwriters for WRN's February 2026 offering?

Stifel Canada is the lead underwriter and sole bookrunner, with a syndicate including ATB Capital Markets, National Bank Financial, BMO, Canaccord Genuity, CIBC World Markets and H.C. Wainwright. According to the company, the syndicate is conducting the bought deal offering.
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