[SCHEDULE 13D/A] Western Copper and Gold Corporation SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Stake increased to 19.0 m shares (9.5 %), demonstrating continued financial commitment by a Tier-1 mining company.
• Private placements injected ≈ $5.3 million of new capital into WRN without public market dilution pressure.
• Extended Investor Rights Agreement secures technical collaboration and strategic support through November 2026.
• Pre-emptive and registration rights provide funding flexibility and potential liquidity for future capital raises.

Negative

• Rio Tinto remains below 10 % ownership, limiting takeover optionality and influence levels.
• Standstill provisions and employment/land acquisition restrictions suggest no immediate move toward full acquisition, which may temper speculative upside.
• Registration rights could enable Rio Tinto to sell its position post-2026, introducing future overhang risk.

Insights

Metals & Mining Equity Analyst

TL;DR – Rio Tinto lifts WRN stake to 9.5 %, extends rights through 2026, signalling continued strategic interest without triggering control.

Rio Tinto’s incremental purchases (≈ $5.3 m) raise its ownership but keep it below the 10 % threshold that would require Canadian take-over bid rules. The refreshed Investor Rights Agreement strengthens Rio Tinto’s information flow and technical influence while embedding standstill and anti-poaching clauses that protect WRN. From an investor viewpoint, the filing is moderately positive: it confirms sustained support from a major mining house, provides non-dilutive capital, and underscores potential future collaboration on WRN’s projects. However, the standstill language and sub-10 % position temper expectations of a near-term full acquisition.

Corporate Governance Specialist

TL;DR – Extended governance rights improve Rio Tinto’s oversight; registration rights hint at exit optionality.

The A&R IRA grants Rio Tinto board-adjacent influence (committee seat) and protects its ownership level via pre-emptive rights, aligning interests during WRN’s capital-intensive development phase. Registration rights and a hard end-date (Nov 2026) offer Rio Tinto flexibility to monetize the stake, while the standstill curbs undue control. The agreement is balanced and market-standard, but investors should note that Rio Tinto retains the option—not the obligation—to deepen its investment, leaving WRN’s long-term funding path open.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Western Copper and Gold Corporation

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

95805V108

(CUSIP Number)

Andy Hodges, Company Secretary
6 St James's Square,
London SW1Y 4AD, X0, SW1Y 4AD
44 (0) 20 7781 2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/13/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 95805V108

1

Name of reporting person

Rio Tinto plc

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 19,004,925.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,004,925.00

11

Aggregate amount beneficially owned by each reporting person

19,004,925.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.50 %

14

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13D

CUSIP No. 95805V108

1

Name of reporting person

Rio Tinto Canada Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,004,925.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,004,925.00

11

Aggregate amount beneficially owned by each reporting person

19,004,925.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.50 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, without par value
(b)	Name of Issuer: Western Copper and Gold Corporation
(c)	Address of Issuer's Principal Executive Offices: 1030 West Georgia Street, Suite 907, Vancouver, CANADA (FEDERAL LEVEL) , V6E 2YE.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") relates to the Statement on Schedule 13D (this "Schedule 13D") filed on June 16, 2025 by Rio Tinto plc, a public limited company incorporated under the laws of England and Wales ("Rio Tinto"), and Rio Tinto Canada Inc., a corporation incorporated under the laws of Canada ("RTCI" and, together with Rio Tinto, the "Rio Tinto Companies"). Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: On March 25, 2024, the Company completed a private placement with RTCI pursuant to RTCI's subscription rights as a result of a private placement completed on March 1, 2024 when Sandeep Singh, the Company's Chief Executive Officer, purchased 2,222,222 common shares of the Company at a price of $1.35 per common share for gross proceeds of approximately $3,000,000. RTCI acquired 239,528 common shares of the Company at a price of $1.35 per common share for gross proceeds of approximately $323,363. On May 6, 2024, the Company completed a private placement with RTCI pursuant to RTCI's subscription rights as a result of a public offering (the "Offering") completed on April 30, 2024 (in which the Company offered and sold 24,210,526 common shares). RTCI acquired 2,609,890 common shares of the Company at a price of $1.90 per common share for gross proceeds of $4,958,791.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Item 3 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 4. RTCI and the Company entered into a Second Amended and Restated Investor Rights Agreement (the "A&R Investor Rights Agreement"). A copy of the form of A&R Investor Rights Agreement is filed with this Schedule 13D as Exhibit G and is incorporated herein by reference. Under the A&R Investor Rights Agreement, RTCI would retain its right (but not the obligation) to acquire additional securities in the Company so as to maintain its proportional equity interest in the Company. The A&R Investor Rights Agreement also extends through November 30, 2026 (the "Extended Investor Rights Period"), RTCI's rights to: (a) appoint a member to the Company's technical and sustainability committee, and (b) upon mutual agreement, participate in a secondment program with the Company and RTCI. Under the A&R Investor Rights Agreement, RTCI will also be entitled to customary registration rights to facilitate a public offering or distribution of Shares if it were to choose to sell its Shares, and RTCI will also be subject to customary standstill arrangements, as set out in the A&R Investor Rights Agreement, during the Extended Investor Rights Period. In connection with the A&R Investor Rights Agreement, RTCI agreed to certain restrictions on directly or indirectly soliciting for employment certain of the Company's employees and to restrictions on acquiring mining concessions within a specified distance from the property boundaries of the Company's mining interests.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Items 3 and 4 of this Schedule 13D/A are incorporated by reference in its entirety into this Item 5. The transactions in the class of securities reported on in this Schedule 13D that were effected during the past 60 days by or on behalf of the reporting persons are described in Item 3 and incorporated herein by reference. Other than those transactions, there were no other such transactions by the reporting persons that were effected during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Items 3 and 4 of this Schedule 13D/A is incorporated by reference in its entity into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	A Joint Filing Agreement between Rio Tinto plc and Rio Tinto Canada Inc., dated November 23, 2022.* B Subscription Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc. dated May 14, 2021.* C Investor Rights Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc. dated May 28, 2021.* D Extension letter dated November 22, 2022 from Rio Tinto Canada Inc. to Western Copper and Gold Corporation.* E Subscription Agreement, dated November 27, 2023 between Western Copper and Gold Corporation and Rio Tinto Canada Inc. F Amended and Restated Investor Rights Agreement dated November 27, 2023 between Western Copper and Gold Corporation and Rio Tinto Canada Inc.* G Form of Second Amended and Restated Investor Rights Agreement dated June 13, 2025 between Western Copper and Gold Corporation and Rio Tinto Canada Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rio Tinto plc

Signature:	/s/ Andy Hodges
Name/Title:	Andy Hodges, Company Secretary
Date:	06/18/2025

Rio Tinto Canada Inc.

Signature:	/s/ Julie Parent
Name/Title:	Julie Parent, Director
Date:	06/18/2025

FAQ

How many Western Copper and Gold (WRN) shares does Rio Tinto now own?

Rio Tinto beneficially owns 19,004,925 common shares, representing 9.5 % of WRN’s outstanding shares.

What price did Rio Tinto pay in the 2024 private placements?

RTCI bought 239,528 shares at $1.35 and 2,609,890 shares at $1.90, totaling approximately $5.28 million.

What rights does Rio Tinto gain under the new Investor Rights Agreement?

Through 30 Nov 2026, Rio Tinto retains pre-emptive, registration, committee appointment, and secondment rights, subject to standstill obligations.

Does the filing indicate a potential takeover of WRN by Rio Tinto?

No. The stake remains under 10 % and the agreement includes standstill provisions; the filing emphasizes maintaining, not increasing, control.

When does Rio Tinto’s extended rights period expire?

The Extended Investor Rights Period runs through 30 November 2026.