Washington, D.C. 20549
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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.
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
October 26, 2026
Item 3. News Release
A news release was disseminated through Newsfile Corp. on October 26, 2026 and subsequently filed under the Company's profile on SEDAR+.
Item 4. Summary of Material Change
The Company announced that Sandeep Singh will step down as President and Chief Executive Officer and as a director of the Company effective October 31, 2026.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
On October 26, 2026, the Company announced that Sandeep Singh will step down as President and Chief Executive Officer and as a director of the Company effective October 31, 2026.
Mark E. Smith, Chairman of the Board of Directors of the Company (the "Board"), will be appointed Interim Chief Executive Officer of the Company, and Michael Psihogios will be appointed President of the Company in addition to his role as Chief Financial Officer of the Company, both effective November 1, 2026. The Board will initiate an executive search for a new CEO.
Mr. Smith and Mr. Psihogios will lead the Company as it advances the Casino copper-gold project (the "Casino Project") through the Yukon Environmental and Socio-economic Assessment Board ("YESAB") Panel Review. Engineering design and optimization work continues in parallel, preparing the Casino Project for the next phases of review and subsequent licensing. As of September 30, 2026, the Company had over C$120.6 million in cash and investments.
Mr. Smith joined the Board in November 2025 and was appointed Chairman in August 2026. He is a professional engineer with over 45 years of global mining experience, including nearly 25 years leading Vector Engineering, a 500-person firm he co-founded whose clients included BHP, Rio Tinto, Barrick, Newmont, Vale, Glencore, and Teck. He currently serves on the technical review boards for Barrick, Newmont, Glencore, and Talamore. He has worked in the Yukon for 15 years as a senior technical advisor and reviewer on projects including Coffee, Macpass, and Mactung, and has advised the Government of Yukon on mine waste and heap leach management. Most recently, he chaired the Independent Review Board for the Eagle Mine investigation, working closely with affected First Nations and, for the past year, has been working with the buyers of this mine on their recommissioning plans.
Mr. Psihogios joined the Company as Chief Financial Officer in August 2024 and has played a central role in the advancement of the Casino Project. He has 20 years of mining industry experience in corporate, private equity, and investment banking roles, across development projects, operating mines, and construction. He was previously CFO of DUMAS Mining, a mine builder serving clients including Glencore, Newmont, Agnico Eagle, Capstone, and Hudbay. At DUMAS, he led a successful turnaround and international growth strategy, while overseeing the company's strategic partnerships, including with Canadian First Nations. He holds an MBA from the University of Toronto and the University of St. Gallen.
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
October 26, 2026
Cautionary Note Regarding Forward-Looking Statements
This material change report includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date of this material change report. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "plans", "projects", "intends", "estimates", "envisages", "potential", "possible", "strategy", "goals", "opportunities", "objectives", or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions. Such forward-looking statements herein include statements regarding the effective date of the management transition and Mr. Singh's resignation from the Board, the Board initiating an executive search for a new CEO, Mr. Smith and Mr. Psihogios leading the Company as it advances the Casino Project through the YESAB Panel Review, engineering design and optimization work continuing in parallel, preparing the Casino Project for the next phases of review and subsequent licensing, and the company's plans for the continued advancement of the Casino Project.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to be materially different from those expressed or implied by such statements. Such factors include but are not limited to the risk of unforeseen challenges in advancing the Casino Project, potential impacts on operational continuity, changes in general market conditions that could affect the Company's performance; and other risks and uncertainties disclosed in the Company's annual information form and Form 40-F for the most recently completed financial year and its other publicly filed disclosure documents.
Forward-looking statements are based on assumptions management believes to be reasonable, such assumptions and factors as set out herein, and in the Company's annual information form and Form 40-F for the most recently completed financial year and its other publicly filed disclosure document.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, other factors may cause results to be materially different from those anticipated, described, estimated, assessed or intended. These forward-looking statements represent the Company's views as of the date of this material change report. There can be no assurance that any forward-looking statements will be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not intend to and does not assume any obligation to update forward-looking statements other than as required by applicable law.
