Western Copper and Gold (TSX: WRN) upsizes $80M bought deal financing

Rhea-AI Filing Summary

Western Copper and Gold Corporation has agreed to sell 19,277,500 common shares on a bought deal basis at $4.15 per share, for gross proceeds of $80,001,625. Underwriters also have an over-allotment option for up to 2,891,625 additional shares, which would add C$12,000,243.75 and bring total gross proceeds to approximately C$92,001,869 if fully exercised. The company plans to use the net proceeds to advance permitting and engineering at its Casino Project in the Yukon and for general corporate and working capital purposes. The financing will be conducted via a short form prospectus in Canada and a Form F-10 registration statement in the United States and is expected to close on or about February 26, 2026, subject to regulatory approvals.

Insights

Equity capital markets analyst

Western Copper and Gold is raising about $80M via an upsized bought deal equity offering.

Western Copper and Gold arranged a bought deal financing where underwriters will purchase 19,277,500 common shares at $4.15 per share for gross proceeds of $80,001,625. The deal was upsized from an initial 12,048,400 shares after amending the agreement with Stifel Nicolaus Canada Inc. and its underwriting syndicate.

The underwriters also received an over-allotment option for up to 2,891,625 additional shares. If exercised in full, this would add C$12,000,243.75 and increase aggregate gross proceeds to approximately C$92,001,869. The transaction is expected to close on or about February 26, 2026, subject to approvals from the Toronto Stock Exchange and NYSE American LLC.

Management intends to allocate net proceeds to permitting and engineering activities at the Casino Project in the Yukon and to general corporate and working capital needs. Actual impact for shareholders will depend on final take-up of the over-allotment option and future progress updates on the Casino Project disclosed in subsequent company filings.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-35075

WESTERN COPPER AND GOLD CORPORATION
(Translation of registrant's name into English)

Suite 907 – 1030 West Georgia Street,
Vancouver, BC, Canada V6E 2Y3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[   ] Form 20-F   [ x ]  Form 40-F

SUBMITTED HEREWITH

Exhibits

Exhibit		Description
99.1		Material Change Report, dated February 13, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Western Copper and Gold Corporation
	(Registrant)
Date: February 13, 2026	By:	/s/ Sandeep Singh
		Sandeep Singh
	Title:	President & Chief Executive Officer

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Western Copper and Gold Corporation ("Company")

Suite 907 - 1030 West Georgia Street

Vancouver, BC V6E 2Y3

Item 2. Date of Material Change

February 11, 2026 and February 12, 2026

Item 3. News Releases

News releases were disseminated through Canada Newswire on February 11, 2026 and February 12, 2026 and subsequently filed under the Company's profile on SEDAR+.

Item 4. Summary of Material Change

The Company has agreed to issue, on a bought deal basis, 19,277,500 common shares at a price of $4.15 per share for gross proceeds of $80,001,625.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On February 11, 2026, the Company announced that it had entered into an agreement with Stifel Nicolaus Canada Inc. ("Stifel Canada"), on behalf of a syndicate of Underwriters (the "Underwriters"), under which the Underwriters agreed to purchase from the Company, on a bought deal basis, 12,048,400 common shares of the Company (the "Common Shares") at a price of $4.15 per Common Share for gross proceeds of $50,000,860 (the "Offering"). The Company 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 1,807,260 Common Shares.

Subsequently, on February 12, 2026, the Company announced that it had entered into an amended agreement with Stifel Canada, on behalf of the Underwriters, to upsize the Offering, pursuant to which the Underwriters agreed to purchase from the Company, on a bought deal basis, 19,277,500 Common Shares at a price of $4.15 per Common Share for gross proceeds of $80,001,625. The Over-Allotment Option was increased to allow the Underwriters to purchase up to an additional 2,891,625 Common Shares. If the Over-Allotment 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 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 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.

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 material change report 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 expected to close on or about February 26, 2026 and is subject to the Company receiving all necessary regulatory approvals, including that of the Toronto Stock Exchange and the NYSE American LLC.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

There is no information of a material nature that has been omitted.

Item 8. Executive Officer

Contact: Mike Psihogios

Phone: (416) 476-7627

Item 9. Date of Report

February 13, 2026

Cautionary Disclaimer Regarding Forward-Looking Statements and Information

This material change report contains certain forward-looking statements concerning the gross proceeds of the Offering and the use of proceeds from the Offering, the Over-Allotment Option, 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 "forward-looking information" as that term is defined in National Instrument 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.

FAQ

What financing did Western Copper and Gold (WRN) announce in this 6-K?

Western Copper and Gold agreed to a bought deal financing for 19,277,500 common shares at $4.15 per share, raising gross proceeds of $80,001,625. The deal is underwritten by Stifel Nicolaus Canada Inc. and a syndicate of underwriters.

How large could Western Copper and Golds WRN offering become with the over-allotment option?

Underwriters hold an over-allotment option for up to 2,891,625 additional shares. If exercised in full, this would add C$12,000,243.75 and bring total gross proceeds from the offering to approximately C$92,001,869.

What will Western Copper and Gold (WRN) use the offering proceeds for?

The company plans to use net proceeds to advance permitting and engineering activities at its Casino Project in the Yukon. Remaining funds will support general corporate purposes and working capital needs, according to the disclosure.

When is Western Copper and Golds WRN bought deal offering expected to close?

The offering is expected to close on or about February 26, 2026. Completion is subject to receiving all necessary regulatory approvals, including from the Toronto Stock Exchange and NYSE American LLC.

How is Western Copper and Gold (WRN) offering its new shares in Canada and the U.S.?

The company will offer the shares via a short form prospectus in all Canadian provinces except Que9bec. In the United States, the shares are offered through a prospectus in a Form F-10 registration statement under the multi-jurisdictional disclosure system.

What type of transaction structure is Western Copper and Gold (WRN) using for this capital raise?

The company is using a bought deal structure, where underwriters agree to purchase all offered shares at a set price. This provides funding certainty to the issuer, subject to customary conditions and regulatory approvals.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.6 KB