Rio Tinto (WRN holder) updates 8.42% stake in Western Copper and Gold

Rhea-AI Filing Summary

Rio Tinto plc and Rio Tinto Canada Inc. filed Amendment No. 4 updating their disclosed stake in Western Copper and Gold Corporation. They beneficially own 19,004,925 common shares, representing 8.42% of the company, based on 225,628,684 shares outstanding as of March 25, 2026. The amendment reflects the issuer’s newly disclosed share count and confirms there were no other transactions by the reporting persons during the past 60 days.

Key Figures

Beneficial ownership: 19,004,925 common shares Ownership percentage: 8.42% of class Shares outstanding: 225,628,684 common shares +2 more

5 metrics

Beneficial ownership 19,004,925 common shares Shares beneficially owned by each reporting person

Ownership percentage 8.42% of class Percent of Western Copper and Gold common shares represented

Shares outstanding 225,628,684 common shares Shares outstanding as of March 25, 2026 per Annual Information Form

Shared voting power 19,004,925 shares Shared voting power reported by each Rio Tinto entity

Shared dispositive power 19,004,925 shares Shared dispositive power reported by each Rio Tinto entity

Key Terms

beneficially owned, Schedule 13D, Annual Information Form, Investor Rights Agreement, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 19,004,925.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"This Amendment No. 4 relates to the Statement on (this "") filed on April 1, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Annual Information Form regulatory

"the Company's Annual Information Form for the year ended December 31, 2025"

A company's annual information form is a comprehensive regulatory filing that lays out its business description, key assets, risks, legal matters and other background details shareholders need to understand the company’s operations. Think of it as a detailed owner’s manual or dossier that supplements financial statements, helping investors do deeper homework on how the business works and what could affect its future performance.

Investor Rights Agreement financial

"Investor Rights Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc."

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

Subscription Agreement financial

"Subscription Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc."

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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
Rio Tinto plc, 6 St James's Square
London, X0, SW1Y 4AD
44 (0) 20 7781 2000

With copy to: Scott Miller
Sullivan & Cromwell LLP, 125 Broad Street
New York, NY, 10004
1 212 558-4000

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

03/26/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 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)

8.42 %

14

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person:

For rows 8, 10, 11 and 13, see Item 5. For row 13, the calculation is based on 225,628,684 common shares, without par value (the "Shares"), being the number of Shares outstanding as of March 25, 2026, as disclosed in the Company's Annual Information Form for the year ended December 31, 2025.

SCHEDULE 13D

CUSIP Number(s): 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)

8.42 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

For rows 8, 10, 11 and 13, see Item 5. For row 13, the calculation is based on 225,628,684 common shares, without par value (the "Shares"), being the number of Shares outstanding as of March 25, 2026, as disclosed in the Company's Annual Information Form for the year ended December 31,2025.

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: Suite 907 - 1030 West Georgia Street, Vancouver, BRITISH COLUMBIA, CANADA , V6E 2Y3.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") relates to the Statement on Schedule 13D (this "Schedule 13D") filed on April 1, 2026 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. Explanatory Note: This Amendment No. 4 is being filed to reflect a passive decrease of greater than one percent (1%) in the percentage of the Company's Common Shares owned beneficially by the Reporting Persons based on the Company's disclosure of the number of Common Shares outstanding.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information: The Company discloses the number of its issued and outstanding Common Shares on a quarterly basis. On March 26, 2026, the Company filed its Form 40-F with the Securities and Exchange Commission including as an Exhibit the Company's Annual Information Form for the year ended Dember 31, 2025. The Annual Information Form disclosed on page 26 that "[a]s of March 25, 2026, the Company had 225,628,684 Common Shares issued and outstanding."
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 Item 4 of this Amendment No. 4 is incorporated by reference in its entirety into this Item 5. There were no other transactions by the reporting persons that were effected during the past 60 days.
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.* * Previously filed.

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:	04/01/2026

Rio Tinto Canada Inc.

Signature:	/s/Julie Parent
Name/Title:	Julie Parent, Director
Date:	04/01/2026

FAQ

What ownership stake does Rio Tinto report in Western Copper and Gold (WRN)?

Rio Tinto reports beneficial ownership of 19,004,925 common shares of Western Copper and Gold, representing 8.42% of the outstanding class. This percentage is calculated using 225,628,684 shares outstanding as of March 25, 2026, as disclosed in the company’s Annual Information Form.

Did Rio Tinto change its share count in Western Copper and Gold (WRN) in this amendment?

The amendment confirms Rio Tinto beneficially owns 19,004,925 common shares, but the key update is the ownership percentage. The 8.42% figure is recalculated using Western Copper and Gold’s updated total of 225,628,684 shares outstanding as of March 25, 2026.

What triggered Rio Tinto’s Schedule 13D/A Amendment No. 4 for Western Copper and Gold (WRN)?

Amendment No. 4 was triggered by Western Copper and Gold’s disclosure that 225,628,684 common shares were outstanding as of March 25, 2026. Rio Tinto updated its reported ownership percentage to reflect this new share count, while its beneficial share total remained 19,004,925.

Were there any recent share transactions by Rio Tinto in Western Copper and Gold (WRN)?

The filing states there were no other transactions by the reporting persons during the past 60 days. The amendment focuses on recalculating Rio Tinto’s ownership percentage based on the issuer’s updated outstanding share count, rather than reporting new purchases or sales.

How was Rio Tinto’s 8.42% ownership in Western Copper and Gold (WRN) calculated?

The 8.42% figure is based on 19,004,925 beneficially owned shares divided by 225,628,684 common shares outstanding as of March 25, 2026. That total outstanding share number was disclosed in Western Copper and Gold’s Annual Information Form included with its Form 40-F.

Who are the reporting entities in this Western Copper and Gold (WRN) Schedule 13D/A?

The reporting entities are Rio Tinto plc, organized under the laws of England and Wales, and Rio Tinto Canada Inc., incorporated under the laws of Canada. Both report shared voting and dispositive power over the same 19,004,925 Western Copper and Gold common shares.