Rio Tinto plc and its affiliate Rio Tinto Canada Inc. ("RTCI") have filed Amendment No. 3 to their Schedule 13D on Western Copper and Gold (WRN), updating their position and governance arrangements.
The amended filing shows Rio Tinto now beneficially owns 19,004,925 common shares, or 9.5 % of WRN’s outstanding shares. The holding is split between Rio Tinto plc (sole voting power) and RTCI (shared voting/dispositive power).
Recent share purchases:
- 25 Mar 2024: 239,528 shares @ $1.35 (≈ $0.32 m) through a private placement.
- 6 May 2024: 2,609,890 shares @ $1.90 (≈ $4.96 m) in connection with WRN’s 24.2 m-share public offering.
Capital was funded with working capital (WC) and affiliate funds (AF), signalling that the purchases were made with corporate cash rather than leverage.
Governance & strategic rights: The parties executed a Second Amended & Restated Investor Rights Agreement (A&R IRA, filed as Exhibit G). Key terms, effective through 30 Nov 2026, include:
- Pre-emptive right allowing RTCI to buy additional shares to maintain its ownership percentage.
- Right to appoint a member to WRN’s technical & sustainability committee.
- Potential personnel secondment program between the companies.
- Registration rights enabling RTCI to facilitate public resale of its shares.
- Customary standstill provisions and restrictions on hiring WRN employees or acquiring nearby mining concessions.
Intent: The filing reiterates that the stake is for investment purposes and to preserve Rio Tinto’s proportional interest; no additional transactions in the last 60 days beyond those cited.