Western Copper and Gold Announces Upsized C$80 Million Bought Deal Financing

Western Copper and Gold (TSX: WRN; NYSE American: WRN) entered an amended bought‑deal financing to sell 19,277,500 common shares at C$4.15 per share for gross proceeds of approximately C$80.0 million.

Rhea-AI Summary

Western Copper and Gold (TSX: WRN; NYSE American: WRN) entered an amended bought‑deal financing to sell 19,277,500 common shares at C$4.15 per share for gross proceeds of approximately C$80.0 million.

An underwriter option could raise an additional C$12.0 million (aggregate ~C$92.0 million). Net proceeds will advance permitting and engineering at the Casino Project and support general corporate and working capital. Closing is expected on or about February 26, 2026, subject to regulatory approvals.

Positive

• C$80.0M gross proceeds from upsized bought deal
• Up to C$92.0M if underwriter option exercised
• Proceeds earmarked to advance Casino Project permitting and engineering

Negative

• Issuance of 19,277,500 common shares may dilute existing shareholders
• Closing is subject to Toronto Stock Exchange and NYSE American approvals
• Registration Statement filed but not yet effective in the United States

Argus Feb 12 session

-7.65% close to close Open Argus

Details

News Market Reaction – WRN

On Feb 12, the day this news came out, WRN closed 7.65% below the previous close.

Data tracked by StockTitan Argus for the Feb 12 session.

Key Figures

Base shares offered: 19,277,500 shares Offering price: C$4.15 per share Base gross proceeds: C$80,001,625 +5 more

Base shares offered

19,277,500 shares

Common shares in bought deal financing

Offering price

C$4.15 per share

Price for common shares in the bought deal

Base gross proceeds

C$80,001,625

Gross proceeds from base offering

Over-allotment shares

2,891,625 shares

Additional shares under underwriters’ 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 option fully exercised

Option exercise window

30 days

Period after closing when over-allotment option is exercisable

Scheduled closing date

February 26, 2026

Expected closing date of the offering

Historical Context

5 past events · Latest: Feb 11

5 events

1. Feb 11

   Bought deal financing

   24h Move

   +1.2%

   Announced C$50M bought deal to fund Casino permitting and engineering.

2. Jan 12

   Leadership appointments

   24h Move

   +5.3%

   Added experienced COO and VP Technical to advance Casino Project.

3. Dec 04

   Community partnership

   24h Move

   -0.4%

   C$75,000 support for Yukon school and daycare meal programs.

4. Nov 17

   Infrastructure support

   24h Move

   -1.0%

   Welcomed referral of Yukon-B.C. Grid Connect to Major Projects Office.

5. Nov 14

   Board appointment

   24h Move

   +1.0%

   Appointed veteran mining engineer to board to aid Casino permitting.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

bought deal, short form prospectus, registration statement, form f-10, +3 more

7 terms

bought deal financial

"has entered into an amended agreement with Stifel Canada... on a bought deal basis"

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.

short form prospectus regulatory

"The Offering will be made by way of a short form prospectus..."

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

"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

"registration statement on Form F-10 (together with any amendments thereto..."

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.

over-allotment option financial

"The Company has granted the Underwriters an option... to purchase up to an additional 2,891,625"

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.

forward-looking statements regulatory

"This news release contains certain forward-looking statements concerning the timing and completion"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, BC, Feb. 12, 2026 /PRNewswire/ - Western Copper and Gold Corporation. (TSX: WRN) (NYSE American: WRN) (the "Company") is pleased to announce that, due to significant investor demand, it has entered into an amended agreement with Stifel Canada, on its own behalf and on behalf of a syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 19,277,500 common shares of the Company (the "Common Shares") at a price of C$4.15 per Common Share (the "Offering Price") for gross proceeds to the Company of approximately C$80,001,625 (the "Offering").

The Company has granted the Underwriters an 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.

The Company plans to use the net proceeds from the Offering 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 will be made by way of a short form prospectus (together with any amendments thereto, 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 (together with any amendments thereto, the "Registration Statement") under the Canada/U.S. multi-jurisdictional disclosure system. The Prospectus and the Registration Statement are subject to completion and amendment. Such documents contain important information about the Offering. 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 Registration Statement relating to the Common Shares has been filed with the United States Securities and Exchange Commission but has not yet become effective. The Common Shares to be sold pursuant to the Offering described in this news release may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. Before readers invest, they should read the Prospectus in the Registration Statement and other documents the Company has filed with Canadian regulatory authorities and the United States Securities and Exchange Commission for more complete information about the Company and the Offering. The Prospectus is available on SEDAR+ at www.sedarplus.ca. The Registration Statement is available on EDGAR at www.sec.gov. Alternatively, the Prospectus and the Registration Statement 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 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

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.

View original content:https://www.prnewswire.com/news-releases/western-copper-and-gold-announces-upsized-c80-million-bought-deal-financing-302686537.html

SOURCE Western Copper and Gold Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Western Copper and Gold (WRN) raising in the February 2026 bought deal financing?

The company is raising approximately C$80.0 million from the bought deal, with potential to reach C$92.0 million if the underwriters fully exercise their option. According to the company, proceeds will fund permitting, engineering and general corporate purposes.

What shares and price are being sold in WRN's upsized offering on February 12, 2026?

Western Copper and Gold will sell 19,277,500 common shares at C$4.15 per share in the bought deal. According to the company, an underwriter option could add 2,891,625 shares at the same price.

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 regulatory approvals. According to the company, closing requires approvals including the Toronto Stock Exchange and NYSE American and other securities regulators.

How will Western Copper and Gold (WRN) use the proceeds from the C$80M financing?

Proceeds are intended to advance permitting and engineering at the Casino Project and for general corporate and working capital. According to the company, the funds specifically target development activities at the Yukon copper‑gold project.

What is the underwriter option in WRN's February 2026 financing and its impact?

Underwriters have an option to buy up to 2,891,625 additional shares, potentially raising ~C$12.0 million more. According to the company, full exercise would increase aggregate gross proceeds to approximately C$92.0 million.

Has WRN's Registration Statement become effective in the United States for the bought deal?

No, the Registration Statement has been filed but is not yet effective in the United States. According to the company, shares cannot be sold and offers cannot be accepted until the Registration Statement is effective.