20FR12G/A

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

FORM 20-F

Amendment No. 2

(Mark One)

[X]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended ____________________________________________

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
For the transition period from _____________________ to _____________________

[   ]  SHELL COMPANY REPORTED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _____________________________

Commission file number: _________

WESTERN COPPER CORPORATION
(Exact name of Registrant as specified in its charter)

WESTERN COPPER CORPORATION
(Translation of Registrant’s name into English)

British Columbia
(Jurisdiction of incorporation or organization)

Suite 2050 – 1111 West Georgia Street, Vancouver, B.C. V6E 4M3
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each Class	Name of Each Exchange on Which Registered
NONE	_____________________

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares, no par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock
as of the close of the period covered by the annual report. Not applicable.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [   ]  No [X]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1923.
Yes [   ]  No [   ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [   ]  No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [   ]       Accelerated filer [   ]       Non-accelerated filer [X]

Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 [X]   Item 18 [   ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 if the Exchange Act.) Yes [   ]  No [   ]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes [   ]  No [   ]

WESTERN COPPER CORPORATION
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS

INTRODUCTION AND GLOSSARY			1
PART I
Item 1.	Identity of Directors, Senior Management and Advisers		4
	A.	Directors and Senior Management	4
	B.	Advisers	4
	C.	Auditors	4
Item 2.	Offer Statistics and Expected Timetable		4
Item 3.	Key Information		5
	A.	Selected Financial Data	5
	B.	Capitalization and Indebtedness	7
	C.	Reasons for the Offer and Use of Proceeds	7
	D.	Risk Factors	7
Item 4.	Information on the Company		11
	A.	History and Development of the Company	11
	B.	Business Overview	11
	C.	Organizational Structure	12
	D.	Property, Plant and Equipment	12
Item 4A.	Unresolved Staff Comments		18
Item 5.	Operating and Financial Review and Prospects		18
	A.	Operating Results	18
	B.	Liquidity and Capital Resources	19
	C.	Research and Development, Patents and Licenses, Etc	19
	D.	Trend Information	20
	E.	Off-Balance Sheet Arrangements	20
	F.	Tabular Disclosure of Contractual Obligations	20
Item 6.	Directors, Senior Management and Employees		20
	A.	Directors and Senior Management	20
	B.	Compensation	22
	C.	Board Practices	23
	D.	Employees	24
	E.	Share Ownership	24
Item 7.	Major Shareholders and Related Party Transactions		27
	A.	Major Shareholders	27
	B.	Related Party Transactions	27
	C.	Interests of Experts and Counsel	27

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Item 8.	Financial Information		27
	A.	Consolidated Statements and Other Financial Information	27
	B.	Significant Changes	27
Item 9.	The Offer and Listing		28
	A.	Offer and Listing Details	28
	B.	Plan of Distribution	28
	C.	Markets	28
	D.	Selling Shareholders	28
	E.	Dilution	28
	F.	Expense of the Issue	28
Item 10.	Additional Information		28
	A.	Share Capital	28
	B.	Memorandum and Articles of Association	29
	C.	Material Contracts	32
	D.	Exchange Controls	32
	E.	Taxation	32
	F.	Dividends and Paying Agents	40
	G.	Statement by Experts	40
	H.	Documents on Display	40
	I.	Subsidiary Information	40
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		40
Item 12.	Description of Securities Other than Equity Securities		40
PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		40
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		40
Item 15.	Controls and Procedures		40
Item 16A.	Audit Committee Financial Expert		41
Item 16B.	Code of Ethics		41
Item 16C.	Principal Accountant Fees and Services		41
Item 16D.	Exemptions from the Listing Standards for Audit Committees		41
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		41
PART III
Item 17.	Financial Statements		41
Item 18.	Financial Statements		41
Item 19.	Exhibits		42
SIGNATURES			43

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INTRODUCTION

          Western Copper Corporation began its operations when it “spun-off” of Western Silver Corporation as part of the plan of arrangement when Western Silver Corporation was acquired by Glamis Gold Ltd. on May 3, 2006.

          In this registration statement, “we,” “our,” or “Western Copper” refers to Western Copper Corporation. Unless otherwise indicate all dollar amounts stated in this registration statement are Canadian dollars.

          We have filed this registration statement because, as a result of the number of holders of shares of our common stock resident in the United States, we are required to become a reporting issuer under the U.S. Securities Exchange Act of 1934.

           Western Copper is engaged in mineral exploration, primarily copper. We hold the Carmacks Copper Project in Canada’s Yukon Territory, have a joint venture interest in the Sierra Almoloya Project, an early-stage Silver Belt project in Chihuahua State, Mexico. These assets, along with approximately $38 million in cash, were transferred to us in from Western Silver Corporation pursuant to its plan of arrangement with Glamis Gold Ltd. All assets transferred to Western Copper were formerly held by Western Silver Corporation. Our shares began trading on the Toronto Stock Exchange under the ticker symbol “WRN” on May 15, 2006.

All disclosure about our exploration properties in this registration statement conforms to the standards of U.S. Securities and Exchange Commission Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations, other than disclosure of “Mineral Resources”, “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”, which are Canadian geological and mining terms as defined in accordance with National Instrument 43-101, standards of disclosure for mineral projects fo the Canadian Securities Administrators, set out in the Canadian Institute of Mining (CIM) Standards.

Cautionary Note to U.S. Investors concerning estimates of Measured Mineral Resources and Indicated Mineral Resources.
This registration statement may use the terms “Measured Mineral Resource” and “Indicated Mineral Resource.” We advise U.S. investors that while such terms are recognized and permitted under Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of the Mineral Resources in these categories will ever be converted into Mineral Reserves.

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Cautionary Note to U.S. Investors concerning estimates of Inferred Mineral Resources.
This registration statement may use the term “Inferred Mineral Resources.” We advise U.S. investors that while such term is recognized and permitted under Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an Inferred Mineral Resource exists, or is economically or legally mineable.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this registration statement on Form 20-F that are not historical facts are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of metals; the estimation of mineral reserves and resources, the realization of mineral reserve estimates; the timing and amount of estimated future production, costs of production, and capital expenditures; costs and timing of the development of new deposits; success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Western Copper Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, risks related to the integration of acquisitions; risks related to operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the sections entitled "Risk Factors" in this registration statement. Although Western Copper has attempted to identify important factors that could affect it and may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking statements may prove to be inaccurate, 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. Western Copper does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

Forward-looking statements and other information contained herein concerning the mining industry and our general expectations concerning the mining industry are based on estimates prepared by us using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which we believe to be reasonable. The industries involve risks and uncertainties and are subject to change based on various factors.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

A.      Directors and senior management.

          The business address for each of the following directors and managers is c/o Western Copper Corporation, #2050 - 1111 West Georgia Street Vancouver, BC, V6E 4M3, Canada.

Name	Function
Dale Corman	Chair of the Board, Chief Executive Officer, President and Director
Klaus Zeitler	Director
Robert J. Gayton	Director
Brent Kinney	Director
David Williams	Director
Jonathan Clegg	Vice President, Engineering
Julien François	Chief Financial Officer
David Jensen	Vice President, Corporate Development

B.      Advisers.

          Not applicable

C.      Auditors.

Name	Business Address
Pricewaterhouse Coopers LLP,	Suite 700, 250 Howe Street, Vancouver, British
Chartered Accountants	Columbia, V6C 3S7

Item 2. Offer Statistics and Expected Timetable

          Not applicable.

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Item 3. Key Information

A.      Selected Financial Data.

Although Western Copper Corporation’s primary financial statements are prepared using Canadian Generally Accepted Accounting Principles (GAAP), the following financial data is presented on the basis of US GAAP.

Western Copper Corporation began operations on May 3, 2006. Financial statement information prior to this date reflects the financial position, statements of loss and deficit and cash flows of the related copper business of Western Silver. This information has previously been reported as Western Copper Business. The statements of loss and deficit for the three and six months ended June 30, 2005 include the direct exploration expenses incurred on the Carmacks property and an allocation of Western Silver’s general and administrative expenses incurred in each of these years. The statements of loss and deficit for the three and six months ended June 30, 2006 include the aforementioned allocations up to May 3, 2006 and the expenses incurred directly by Western Copper for the periods then ended.

The allocation of Western Silver’s general and administrative expenses was calculated on the basis of the ratio of costs deferred by Western Silver on the Carmacks and Almoloya mineral properties in each year presented as compared to the costs deferred on all mineral properties in each of these years. The consolidated financial statements have been presented under the continuity-of-interests basis of accounting with balance sheet amounts based on the amounts recorded by Western Silver. Note: Management cautions readers of these financial statements that the allocation of expenses does not necessarily reflect future general and administrative expenses.

The following financial data is extracted from the audited financial statements of Western Copper Business for the years ended December 31, 2005 and 2004 and the unaudited interim consolidated financial statements of Western Copper Corporation for the six months ended June 30, 2006.

Balance Sheets

	Western Copper Corporation June 30, 2006	Western Copper Business December 31, 2005	Western Copper Business December 31, 2004
Working Capital	38,673,758	-	-
Property and Equipment	116,037	109,327	42,328
Mineral Properties	4,000,000	4,000,000	4,000,000
Total Assets	42,789,795	4,109,327	4,042,328
Accounts Payable and accrued liabilities	276,356	100,000	100,000
Net Assets	42,513,439	4,009,327	3,942,328
Share Capital	38,273,567	-	-
Contributed Surplus	21,498,601	22,002,077	21,404,043
Deficit	(17,258,729)	(17,992,750)	(17,461,715)
Total Shareholders Equity	42,513,439	4,009,327	3,942,328

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Statements of Operations and Deficit

	Western Copper Corporation Six months ended June 30, 2006	Western Copper Corporation Six months ended June 30, 2005
Earnings (loss) and comprehensive income (loss)	734,021	(223,644)
Earnings (loss) per share	0.01	-

	Western Copper Business Year ended December 31, 2005	Western Copper Business Year ended December 31, 2004	Western Copper Business Year ended December 31, 2003
Earnings (loss) and comprehensive income (loss)	(531,035)	(413,792)	(102,378)

EXCHANGE RATE DATA

This registration statement contains references to United States (US$) and Canadian dollars.

The following table sets out, for each of the previous six months, the high and low exchange rates for Canadian dollars expressed in U.S. dollars, based on the noon buying rate in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York:

Month	High	Low
August 1-30, 2006	0.8840	0.9027
July 2006	0.8760	0.8999
June 2006	0.8896	0.9098
May 2006	0.8903	0.9100
April 2006	0.8532	0.8926
March 2006	0.8531	0.8834
February 2006	0.8638	0.8789
January 2006	0.8528	0.8744
December 2005	0.8521	0.8690

The following table sets out, for each of the previous five years, the average exchange rates for Canadian dollars expressed in U.S. dollars, and the exchange rate at the end of such period, based on the noon buying rate in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York:

Year	Average	Close
2005	0.8262	0.8580
2004	0.7701	0.8303
2003	0.7163	0.7727
2002	0.6372	0.6344
2001	0.6461	0.6287

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On August 30, 2006, the noon rate of exchange as reported by the Federal Reserve Bank of New York for the conversion of one United States dollar into one Canadian dollar was 0.9010 ($1.00 equals US$0.9010) .

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of Western Copper contained in this registration statement are reported in Canadian dollars and have been prepared in accordance with Canadian GAAP. All references to dollar amounts in this registration statement are to Canadian dollars unless expressly stated otherwise.

B.      Capitalization and Indebtedness.

Shares Outstanding as at August 30, 2006
Common shares	49,627,413
Options outstanding	3,102,168
Warrants outstanding	2,562,979

C.      Reasons for the Offer and Use of Proceeds.

          Not Applicable.

D.      Risk Factors.

          The following summarizes certain risks that may materially affect our business, financial condition or results of operations.

          RISKS RELATED TO OUR BUSINESS

          We have a limited history of operations, earnings or dividends

           We commenced operations on May 3, 2006 and therefore have limited history of earnings or of a return on investment. Our properties may not generate earnings, operate profitably or provide a return on investment in the future.

           We may not be able to obtain additional financing

          If our proposed exploration programs are successful, additional financing will be required for the development of an economic mineral body and to place it in commercial production. The only sources of future funds available to us are the sale of equity capital, or the offering of an interest in our properties to be earned by another party or parties carrying out exploration or development thereof. Additional financing may not be available. Failure to obtain additional financing on a timely basis could cause us to reduce or terminate our operations.

          Resource exploration and development involves a high degree of risk

          Resource exploration and development is a speculative business and involves a high degree of risk. Exploration of our properties might not result in discoveries of commercial quantities of minerals. The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including

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regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Singly or in combination, these factors may result in our not receiving any or an adequate return on invested capital.

          We are subject to risks respecting development and production activities

          Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards against which our insurance cannot insure or against which it may elect not to insure.

          Fluctuation of mineral prices may adversely affect our financial results

          Resource prices have fluctuated widely, particularly in recent years, and are affected by numerous factors that will be beyond our control, including international economic and political trends, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new and improved extraction and production methods. Such factors may negatively affect the marketability of any ore or minerals discovered at, and extracted from, our properties.

          Title to our properties or interests may be disputed

          The acquisition of title to resource properties or interests therein is a very detailed and time-consuming process. Title to and the area of resource concessions may be disputed. The properties may be subject to prior, and in some cases, not fully ascertainable unregistered agreements or transfers, and title may be affected by undetected defects. Title may be based upon interpretation of a country’s laws, which laws may be ambiguous, inconsistently applied and subject to reinterpretation or change. We have not definitively surveyed the boundaries of any of our mineral properties, and consequently the boundaries of the properties may be disputed. We may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.

          Environmental regulations may adversely affect our projects

          Our operations will be subject to environmental regulations promulgated by various Canadian and Mexican government agencies from time to time. Violation of existing or future environmental rules may result in various fines and penalties.

          Political, economic and social conditions may adversely affect our investments

          Our investments may be adversely affected by political, economic and social uncertainties which could have a material adverse effect on our results of operations and financial condition. Certain areas in which we may acquire properties have experienced and may continue to experience local political unrest and disruption by the indigenous peoples, which could potentially affect our projects. Changes in leadership, social or political disruption or unforeseen circumstances affecting political, economic and social structure could adversely affect our property interests or restrict its operations. Our mineral exploration and development activities may be affected by changes in government regulations relating to the mining industry and may include regulations on production, price controls, labor, export controls, income taxes, expropriation of property, environmental legislation and safety factors.

          Statutory and regulatory compliance is complex and may result in delay or curtailment of our operations

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          Our current and future operations will be governed by laws and regulations governing mineral concession acquisition, prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies such as us that engage in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for our exploration activities is subject to the discretion of government authorities, and we may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis.

          Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. We may be required to compensate those suffering loss or damage by reason of its mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. We are not currently covered by any form of environmental liability insurance. See "Risks associated with our activities may not be insurable", below.

          Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in capital expenditures or require abandonment or delays in exploration.

          Risks associated with our activities may not be insurable

           Our business will be subject to a number of risks and hazards. Insurance to cover the risks to which our activities will be subject may not be available at all or at commercially reasonable premiums. We are not currently covered by any form of political risk insurance or any form of environmental liability insurance The payment of any such liabilities would reduce the funds available to us. If we are unable to fully fund the cost of remedying an environmental problem, we might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

          There is substantial competition for mineral deposits where we intend to conduct our operations

          Significant and increasing competition exists for mineral deposits in each of the jurisdictions in which we intend to conduct operations. As a result of this competition, much of which is with large established mining companies with substantially greater financial and technical resources than Western Copper, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We will also be competing with other mining companies in the recruitment and retention of qualified employees. Consequently, our operations and financial condition could be materially adversely affected.

          We depend on key management and employees

          Our development depends on the efforts of key members of management and employees. Loss of any of these people could have a material adverse effect on Western Copper. We do not expect to have key person insurance with respect to any of our key employees.

          We may encounter difficulties in conducting our business through foreign subsidiaries

          We are a holding company that will be conducting its business through foreign subsidiaries, joint ventures, and divisions. Substantially all of our assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between Western Copper and our subsidiaries, or among

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our subsidiaries, could restrict our ability to fund operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on our valuation and share price.

          Risks associated with conflicts of interest

          Certain of our directors and officers also serve as directors and/or officers of other companies or other managerial positions involved or related to natural resource exploration and development. Consequently there exists the possibility for such directors and officers to be in a position of conflict.

          RISKS ASSOCIATED WITH OUR SECURITIES

          Our shares may experience price volatility

          Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of Western Copper include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. Our share price, financial condition, and results of operations are all also likely to be significantly affected by short-term changes in gold, silver, copper, lead or zinc prices. Continual fluctuations in metal prices may occur. As a result of any of these factors, the market price of our shares at any given point in time may not accurately reflect our long-term value.

          Future issuances of securities will dilute shareholder interests

          Issuances of additional securities including, but not limited to, common stock pursuant to any financing and otherwise, could result in a substantial dilution of the equity interests of our shareholders.

          We may be a passive foreign investment company for United States federal income tax purposes

          We expect to be a passive foreign investment company for United States Federal income tax purposes until we generate sufficient revenue from our mineral exploration and extraction activities. If we are a passive foreign investment company, any gain recognized by a U.S. holder upon a sale or other disposition of our shares may be ordinary (rather than capital), and any resulting United States federal income tax may be increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to certain excess distributions in respect of a Western Copper share.

          Certain special, generally adverse, rules will apply with respect to common shares of Western Copper while Western Copper is a PFIC whether or not it is treated as a Qualified Electing Fund. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares. Please see Part 10, Item E, “United States Federal Income Tax Consequences”.

          Western Copper recommends that each U.S. Holder consults a tax advisor with respect to how the PFIC rules affect their tax situation.

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Item 4. Information on the Company

A.      History and Development of the Company.

          We were incorporated as “Western Copper Corporation” under the Business Corporations Act (British Columbia) on March 17, 2006. Our principal office is located at Suite 2050 – 1111 West Georgia Street, Vancouver, BC V6E 4M3, and our telephone number in Vancouver is (604) 684-9497.

          We were formed to hold certain assets of Western Silver Corporation, a British Columbia corporation, that were “spun out” of that company when it was acquired on May 3, 2006 by Glamis Gold Ltd., a British Columbia corporation based in Reno, Nevada. The assets transferred to us were detailed in a Plan of Arrangement approved by the shareholders of Western Silver for purposes of the acquisition. They include all of the shares of Carmacks Copper Ltd. held by Western Silver, all of Western Silver’s interest in the Carmacks copper project in Yukon Territory, Canada (the “Carmacks Copper Project”), the Almoloya project in Chihuahua State, Mexico (the “Sierra Almoloya Project”), the lease for Western Silver’s office premises in Vancouver, Canada, approximately $38 million cash, and other items. In consideration of these assets, we issued to each Western Silver shareholder a number of our shares equal to the number of Western Silver shares held by that stockholder. In addition, the holders of Western Silver stock exchanged their options for Western Copper stock options exercisable at a price of $0.88 per share to purchase an equal number of our shares as would be issuable upon exercise of the Western Silver options.

B.      Business Overview.

           Western Copper is a mineral exploration company. Its current focus is on completing an updated feasibility study relating to the extraction of copper from its Carmacks Copper property as well as conducting a strategic review of the metals market to identify other opportunities and potential acquisitions.

          The Company has an indirect interest through Carmacks Copper Ltd., a wholly-owned subsidiary, in the Carmacks Copper Project, which is an oxide copper deposit, with a small gold component, located in Yukon Territory, Canada. The Carmacks Copper Project is planned to be developed as a seasonal open-pit mining operation to be operating 10 months out of the year and be shut down during the two months of the year when winter temperatures are most extreme. We also have an interest in Sierra Almoloya, an early stage silver-gold-lead-zinc property in Chihuahua State, Mexico, which is being explored by Queenston Mining Inc. under an option agreement.

           On November 30, 2006, the Company acquired Lumina Resources Corporation. Pursuant to the terms of the Agreement, Lumina shareholders received one common share of Western Copper Corporation for each Lumina common share. In addition, each Lumina stock option was exchanged for one Western Copper stock option. The stock option terms remained the same. Western Copper Corporation issued 21,301,442 common shares and granted 1,185,000 stock options.

           In return, Western Copper gains three attractive copper and precious metals properties in geopolitically stable areas. The three properties owned by Lumina are the 91,000 acre Hushamu property in the North Vancouver Island copper belt, the Casino property in Canada's Yukon and Redstone property with 13,990 acres of mining leases and 55 mineral claims totaling 73,000 acres in the Northwest Territories.

           For further information on the transaction, refer to Exhibits 17.3 – 17.5.

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C.      Organizational Structure.

D.      Property, Plant and Equipment.

Carmacks Copper Project

Introduction and Summary

          We are an indirect, 100% owner of the Carmacks Copper Project in the Yukon Territory in Canada. The Carmacks property is an oxide copper deposit, with a small gold component, which in the 1990’s was proposed to be an open pit mine with crushing, sulphuric acid heap leaching, solvent extraction and electrowinning processing to produce cathode copper.

          Western Copper’s predecessor company (Western Silver) acquired the Carmacks property in 1989 from Archer, Cathro & Associates. In 1993, Western Silver completed a full feasibility study on the property, which was subsequently updated in 1995. In 1998 after completing some early construction work on the project, Western Silver suspended work on the project indefinitely due to low copper prices.

          In late 2004, based in part on renewed optimism in the price of copper, Western Silver agreed with the Yukon Territorial Government to re-enter the permitting process and has been engaged since then in the environmental review process under the Yukon Environment Assessment Act and more recently the newly enacted Yukon Environmental and Socio-economic Assessment Act. These review processes are on-going at present.

          As a result of the formation of Western Copper and its acquisition of the Carmacks property, a Technical Report that fulfilled the requirements of Canadian Securities National Instrument 43-101, was prepared in March 2006.

          In July 2006, Western Copper commenced a new program of exploration drilling with a view to expanding the known areas of mineralization. This exploration work has been accompanied by work on a new resource estimate in compliance with National Instrument 43-101.

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          Plans are in place to commence the preparation of an updated feasibility study for the project which will encompass all the work performed to date and bring the economic evaluation up to date. This work is expected to be completed in the first quarter of 2007.

          Subject to the results of the updated feasibility study and progress in the permitting applications, it is the intent of Western Copper to initiate design and construction of the project in early 2007 with a view to commencing operation in late 2008.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

          The Project site is currently accessible by an existing 12 kilometres (km) exploration road that leads north from km 33 of the secondary, government maintained un-paved roadway (Freegold Road) from the village of Carmacks. A new 5 metre (m) wide project site access road will be constructed from the Freegold Road to the site.

          Carmacks, on the Yukon River, is 175 km by paved road north of Whitehorse, Yukon Territory. 180 km south of Whitehorse by paved road lies the year-round port of Skagway Alaska. Whitehorse has an airport with daily flights to Vancouver and there is a small airfield used by private aircraft near Carmacks.

          The climate in the Carmacks area is marked by warm summers and cold winters. Mean daily temperatures range from -30° C in January to 12° C in July. Precipitation is light with moderate snowfall, the heaviest precipitation being in the summer months. The average annual precipitation is approximately 375 mm (water equivalent) with one third falling as snow. July is the wettest month. Mean annual evaporation is approximately 404 mm to yield a net loss of 29 mm.

          Topography at the property area is subdued. Topographic relief for the entire property is 515 m. In the immediate area of the No. 1 Zone, topographic relief is 230 m. Elevations range from 485 m at the Yukon River to 1,000 m on the western edge of the claim block.

          Outcrop is uncommon because of the subdued topography and lack of glaciation. The major portion of the claim block lying north of Williams Creek is unglaciated above the 760 m elevation. The claim block area south of the Williams Creek valley and peripheral portions of the claim block, especially to the east, are covered by a veneer of ablation and lodgement bouldery till with a sandy to silty matrix, generally less than 1 m thick. However in places the overburden can exceed 7 metres in depth. Permafrost is present at varying depths in most north facing slope locations and at depth in other areas.

          Vegetation in wet areas, especially along the William Creek valley, consists of willows and alders. Drier areas are covered by spruce trees. The property as a whole is below the tree line.

          The village of Carmacks is the closest community to the project and has a population of about 450. Pursuant to a recent agreement between Sherwood Copper and Yukon Energy, a plan is being developed to extend the power grid to the north from Carmacks to supply the Minto Mine. This would take the power line within approximately 10 km of the Carmacks property.

History

          The first report of copper in this region was made by Dr. G.M. Dawson in 1887 concerning occurrences at Hoochekoo Bluff, located 12 km north of the property on the Yukon River. In 1898, the first claims were staked to cover copper showings that were associated with copper bearing quartz veins located in Williams Creek and Merrice Creek Canyons, east of the present Carmacks Copper deposit.

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          The Williams Creek property (as the Carmacks Copper project was then known) was first staked in 1970 by G. Wing and A. Arsenault of Whitehorse. The Dawson Range Joint Venture (Straus Exploration Inc., Great Plains Development of Canada Ltd., Trojan Consolidated Minerals Ltd., and Molybdenum Corporation of America) optioned the property and conducted reconnaissance prospecting and geochemical sampling. Archer, Cathro and Associates (1981) Limited, acted as manager. During the site examination by the Dawson Range Joint Venture, G. Abbott and D. Eaton located the present No. 1 and No. 2 Zones.

          The property was purchased by Western Copper Holdings Ltd. and Thermal Exploration in 1991. Western Copper Holdings Ltd. and Thermal Exploration merged in 1995 to become Western Copper Holdings Ltd. In 2003, Western Copper Holdings Ltd. changed its name to Western Silver Corporation. Carmacks was transferred to Western Copper Corporation on May 3, 2006 when Western Silver Corporation was acquired by Glamis Gold Ltd.

Property Geology

           There are 14 known zones containing mineralization in the vicinity of the No. 1 Zone deposit. The No. 1 Zone extends over a 700 m strike length and at least 450 m down dip. The deposit is open at depth.

          The character of the deposit changes along strike leading to a division into northern and southern halves. The northern half is more regular in thickness, dip angle, width and down dip characteristics. The southern half splays into irregular intercalations, terminating against sub-parallel faults down dip. Both the north and south ends of the deposit are offset by cross-cutting faults. In the northern half of the zone, copper grades are higher in the footwall relative to the hanging wall. Oxide copper grades increase with depth in both the footwall and hanging wall. There is no association of copper values with rock type, mafic constituents, or grain size.

          Gold values are higher in the north half of the deposit. They average 0.022 ounces gold per ton (0.75 g/tonne) compared with 0.008 ounces gold per ton (0.27 g/tonne) in the south half. There is no apparent increase in values with depth and the highest grade gold values are not associated with the highest copper values; however, gold values in the northern half are higher in the footwall section. This lack of increase in gold values with depth suggests that the gold distribution reflects a primary distribution rather than a secondary distribution such as oxide copper values. As with oxide copper, gold content does not correlate with rock type, mafic constituents or grain size.

Exploration and Drilling

          In 1970, exploration of the No. 1 Zone consisted of bulldozer trenching and the drilling of two x-ray diamond drill holes totalling 31.4 m. The 1971 work program consisted of soil sampling, electromagnetic (EM) and magnetometer geophysical surveys, bulldozer trenching, road construction and 25 diamond drill holes, totalling 5,552.5 m. In 1972, additional bulldozer trenching and eight diamond drill holes totalling 1,530.7m were completed. A legal survey was carried out in 1974 over the key claims

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that cover most of the known showings, including the No. 1 Zone. The 1970-1974 work was completed by the Dawson Range Joint Venture.

          The Company conducted a major work program in 1991. A total of 3,463.7 m of HQ size diamond drilling was carried out; 3,401 m in 35 holes on the No. 1 Zone and 62.7 m in 1 hole on the No. 4 Zone. 21 trenches, totalling 1,856.2 m, were cut on the No. 1 and No. 4 Zones. An area of approximately 1 ha was stripped at the southern end of the No. 1 Zone. A geophysical program, consisting of very low frequency electromagnetic (VLF-EM) and magnetic surveys, was carried out on a single grid of 62 survey lines, totalling 83.8 km.

          In another major program in 1992, Western Silver carried out work on the Nos. 1, 2, 4, 5, 7, 12, 13 and 2000S Zones and on anomalies elsewhere on the property. This program included extensive metallurgical testing of drill core from the No. 1 Zone..

          A total of 6,520 m of trenching was conducted on the Nos. 1, 2, 4, 5, 7, 12, 13 and 2000S Zones, and for condemnation purposes over potential leach pad, waste dump and plant site areas. Ten HQ size diamond drill holes, totalling 1,005.23 m were drilled, two on No. 1 Zone, two on No. 4 Zone, four on No. 12 Zone and two on No. 13 Zone. One oriented NQ size triple (split) tube diamond drill hole of 157.19 m was drilled on the No. 1 Zone for geotechnical studies.

          A total of 856.79 m of reverse circulation drilling in 11 holes was conducted on Nos. 1, 5 and 2000S Zones, and on geophysical anomalies found in the 1991 survey.

          Western Copper commenced a diamond drilling campaign in July 2006 with a view to increasing the confidence level of the known resource, expanding the resource, exploring other zones of know mineralization and condemning areas where process facilities are planned. To the end of September, 2006, a total of 4,115 metres of drilling in 20 holes have been completed.Approximately 75% of this drilling has been in No.1 Zone, 18% in No.5 Zone, 4% in No.6 Zone and 2% in No. 13 Zone.

Mineralization

          The majority of the copper, approximately 86%, in the Carmacks Copper No. 1 Zone is in the form of the secondary minerals malachite, cuprite, azurite and tenorite (copper limonite) with very minor other secondary copper minerals (covellite, digenite, djurlite). Other secondary minerals include limonite, goethite, specular hematite and gypsum. Primary copper mineralization is restricted to bornite and chalcopyrite. Other primary minerals include magnetite, gold, molybdenite, native bismuth, bismuthinite, arsenopyrite, pyrite, pyrrhotite and carbonate. Molybdenite, visible gold, native bismuth, bismuthinite and arsenopyrite occur rarely.

          The upper 250 metres of the No. 1 Zone is oxidized. Within the oxidized area pyrite is virtually absent and pyrrhotite is absent. Weathering has resulted in 1% to 3% pore space and the rock is quite permeable. Secondary copper and iron minerals line and in-fill cavities, from both irregular and coliform masses, fill fractures and rim sulphides. Primary sulphide minerals and magnetite are disseminated and form narrow massive bands or heavy disseminations in bands. Non-copper sulphides are not common in the weathered zone and are usually intergrown or associated with each other when they do occur. They most commonly occur in hematite but also occur in copper sulphides and in the gangue minerals. Gypsum occurs as microveinlets.

          Carbonate occurs as pervasive matter, irregular patches or microveinlets, not commonly, but on the order of 1% where present. Gold occurs as native grains, most commonly in cavities with limonite or

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in limonite adjacent to sulphides, but also in malachite, plagioclase, chlorite and rarely in quartz grains. Gold is rarely greater than 5 microns in size.

          Primary mineralization, below the zone of oxidation comprises chalcopyrite, bornite, molybdenite, magnetite, pyrite and pyrrhotite. Primary copper mineralization appears to be zoned from bornite on the north to chalcopyrite and finally to pyrite and pyrrhotite on the south. Narrow veinlets of anhydride were found in the deepest drill hole.

Sampling and Analysis

          Drill core in 1971 and 1990 was sampled in 10 foot (3.05 m) intervals. In 1991 and 1992, drill core was sampled by rock type for geological information but sampling was largely within 10 foot intervals to facilitate later statistical analysis of assay data. Reverse circulation holes were sampled over 5 foot (1.52 m) intervals within the No.1 Zone and for 25 to 50 feet (7.62 m to 15.24 m) on either side of the mineralization. In barren granodiorite, 10 foot samples were collected. Duplicate 12.5% splits were collected with 1 sample for assay and 1 sample kept at the core storage area.

          Trenches across the No.1 Zone were cut at 200 foot (60.96 m) centres over the complete zone length and at 100 foot (30.48 m) centres in three areas: at the northern end, at the south central area and at the southern end. In areas of structural complexity, additional trenches were excavated parallel to the zone to uncover cross-cutting structures. All trenches cutting across No.1 Zone were channel sampled with 5 or 10 foot (1.52 m or 3.05 m) sample lengths. Trenches parallel to the zone were not sampled.

           Based on the analytical techniques used, the terms "oxide copper" and "non-sulphide copper" actually means weak acid soluble copper. That said, however, the weak acid soluble copper is the portion recoverable using acid heap leach technology proposed for the Carmacks Copper Project.

          Samples from the 2006 drilling campaign are being assayed at one metre intervals. As in the earlier work these samples are being assayed for total copper, weak acid soluble copper and gold.

Security of Samples

          Standard sample handling practices of the era were used on the property in earlier work (1970 –1992), no special security precautions were observed in the sampling and analysis of the mineralization from the deposit.

          The present work observes a strict chain of custody from the drilling through sample collection and assaying in keeping with current best practices.

Process Plant Facilities

          Metallurgical testing on Carmacks samples began in 1989 and has continued intermittently to the present on samples extracted from trenches and from drill core. The various bottle roll and column tests

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that were undertaken between 1989 and 1996 account for 47 bottle roll tests and 21 column tests were designed to test the leach kinetics, the acid consumption, the optimum crush size and the total copper extraction. The results lead to the conclusion that an overall copper recovery of 80%, with a 19mm crush size was achievable.

          A pilot plant operation was conducted in 1993, which served the purpose of confirming that heap leach operations could be successfully operated under the prevailing winter conditions of the Yukon Territory. This has been upheld further more recently by the full scale operations at the Brewery Creek mine.

          In 2004, work commenced on a series of 11 small-scale column tests that were designed to test the application of a process which generates sulphuric acid by the biological oxidation of sulphur. In general, at equivalent crush sizes, the columns employing the bioacid process achieved similar extraction to the control column but more rapidly.

          Four of these columns were selected to test scenarios for decommissioning the heap on closure. Using varying applications of fresh water flush and sodium carbonate rinse, the columns all showed that the pH could be increased to the 8–9 range, and the dissolved metals could be reduces to levels within the Metal Mining Effluent Regulations.

          Based on the apparent success of this test work, two further large scale columns (12" x 30’) have been started to test if the similar results can be achieved on a large scale.

          The Carmacks Copper Project is planned to be developed as an open pit mining operation to mine an average of 1.8 million tonnes of ore per year on a seven day per week, 24 hours per day operation. The mine will be operated throughout the year except when winter temperatures are extreme, most likely in January and February. At present this would lead to an expected mine life of 7.5 years.

          Copper is planned to be extracted from the ore using conventional sulphuric acid heap leach technology followed by solvent extraction for concentration of the resulting copper sulphate solutions and electrowinning (SX/EW) for the recovery of product cathode copper metal.

          The design processing rate will result in production of 39 tonnes of copper per day or 14,310 tonnes of copper per year from an oxide ore grading 0.97% copper. Copper recovery, using a 120 day leach cycle, is approximately 74.7% with ultimate recovery of 80%. Solution processing facilities including solution flow to the heap, solvent extraction and electrowinning will operate year round.

Conclusions and Plans

          Economic conditions have changed significantly since 1997. Factors affecting construction and operating costs have risen significantly. Along with this, the demand for copper, and with this the price of copper, has changed favorably.

          Subject to the findings of the upcoming updated feasibility study and successful conclusion of permitting applications, it is Western Copper’s plan to proceed with design and construction of the facilities described above. The target for commencing the design and construction is early 2007 leading to commencement of operations in late 2008. However, factors such as permitting are out of the direct control of Western Copper and will have an important effect on this target schedule.

          At the same time Western will continue with the current exploration work in the area with a view to increasing the known resource and extending the life of the planned operation.

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Sierra Almoloya Project

          Sierra Almoloya is an early-stage silver-gold-lead-zinc property located in the central Mexican silver belt, being actively explored by Queenston Mining Inc. under an option agreement. In July, 2005, Queenston optioned the property from Western Silver and can earn a 60% interest through staged exploration expenditures of US$1.5 Million over a four-year period, with minimum expenditures of US$200,000 in the first year. Queenston also has the right to earn an additional 15% interest by completing a feasibility study and making a production decision, at which time we can either elect to contribute 25% of the capital expenditure required to achieve production or to convert our participating interest to a 15% net profits interest.

Item 4A. Unresolved Staff Comments

          Not applicable.

Item 5. Operating and Financial Review and Prospects

A.      Operating Results.

2006

           Western Copper began operations on May 3, 2006. Results of operations prior to that date represent the results of Western Silver Corporation’s (Western Silver) copper business. Current period results are not comparable to the three and six months ended June 30, 2005 as all amounts prior to May 3, 2006 only represent direct exploration expenditures incurred by Western Silver on the Carmacks and Almoloya properties and an allocation of Western Silver’s general and administrative expenses based on mineral property costs deferred on the Carmacks and Almoloya properties during each year compared to all mineral property costs deferred by Western Silver during each year. We caution users of these financial statements that the allocation of expenses does not necessarily reflect future general and administrative expenses as the allocations represent only a small portion of Western Silver’s total general and administrative expenses. As a separate entity, Western Copper will have significantly higher general and administrative expenses.

          The financial discussion focuses on Western Copper’s operations during the three and six months ended June 30, 2006.

          Western Copper Corporation (the Company) had a loss of $44,000 ($nil per share) during the three months ended June 30, 2006. For the six month period ended June 30, 2006 the Company had a loss of $157,000 ($nil per share).

           The largest expenditures during the six months ended June 30, 2006 related to direct exploration on the Carmacks property ($289,000). Awaiting the update of the feasibility study on the Carmacks projects, the Company is currently expensing all exploration costs relating to the property.

          Other significant expenses during the three and six-months ended June 30, 2006 include: stock-based compensation ($219,000) and employee wages ($178,000). Western Copper also incurred legal and regulatory fees ($250,000) relating to start-up regulatory compliance and original listing on the Toronto Stock Exchange. The latter costs are not expected to be recurring.

          The Company earned $117,000 in interest income and had a gain on marketable securitites of $877,000 during the three and six months ended June 30, 2006. The interest was earned on cash and cash equivalents received pursuant to the Plan of Arrangement. No interest was allocated to Western Copper in 2005.

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2003-2005

          Financial statement information prior to 2006 reflects the financial position, statements of loss and deficit and cash flows of the related copper business of Western Silver, the corporation from which we were “spun-out” in May 2006. This information has previously been reported as Western Copper Business. The statements of loss and deficit for the years presented include the direct exploration expenses incurred on the Carmacks property and an allocation of Western Silver’s general and administrative expenses incurred in each of these years.

          The allocation of Western Silver’s general and administrative expenses was calculated on the basis of the ratio of costs deferred by Western Silver on the Carmacks and Almoloya mineral properties in each year presented as compared to the costs deferred on all mineral properties in each of these years. The consolidated financial statements have been presented under the continuity-of-interests basis of accounting with balance sheet amounts based on the amounts recorded by Western Silver. Note: We caution users of these financial statements that the allocation of general and administrative expenses does not necessarily reflect future general and administrative expenses as the allocations represent only a small portion of Western Silver’s total general and administrative expenses. As a separate entity, Western Copper will have significantly higher general and administrative expenses.

           During the years presented, Western Silver concentrated its efforts on advancing the Penasquito property . Expenditures on other properties were minimal. The only costs incurred on the Almoloya property between 2003 and 2005 were land claim lease payments and care and maintenace costs. Carmacks expenditures in 2003 are care and maintenance costs. Expenses relating to Carmacks increased 2004 and 2005 as Western Silver engaged contractors to help them recommence the permitting process on the Carmacks property.

B.      Liquidity and Capital Resources.

          The Company expended $664,000 on operating activities during the quarter ended June 30, 2006 and $776,000 during the six month period ended June 30, 2006. The majority of the cash was spent on operating items described in ‘Results of operations’.

          Most of the Company’s financing during the three and six months ended June 30, 2006 came as a result of the Plan of Arrangement effective May 3, 2006. During the three and six months period ended June 30, 2006, the Company received $30.8 million in cash pursuant to the Plan of Arrangement. The $6 million receivable pursuant to the Plan of Arrangement at June 30, 2006 was received in early July 2006.

          The Company also received $195,000 from the exercise of stock options between the period of May 3, 2006 and June 30, 2006.

           Net proceeds from investing activities during the six months ended June 30, 2006 totaled $883,000. The Company received $995,000 from the sale of marketable securities during the three month period ended June 30, 2006. During the first quarter of 2006, Western Copper made an advanced royalty payment of $100,000 relating to the Carmacks property. Through June 30, 2006, the Company had net expenditures on office equipment of $12,000. There were no other significant investing activity items during the three and six months ended June 30, 2006.

           Net expenditures on investing activities during the six months ended June 30, 2005 totaled $128,000. An advance royalty payment of $100,000 relating to the Carmacks property was made during the first quarter of 2005. The Company also expended $16,000 on Sierra-Almoloya property costs and $11,000 on office equipment during the six month period ended June 30, 2005. There were no other significant investing activity items during the three and six months ended June 30, 2005.

C.      Research and Development, Patents and Licenses, Etc.

          Not applicable.

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D.      Trend Information.

          We have not generated operating revenue to date, and expect to remain an exploration stage company for the foreseeable future. Accordingly, we do not anticipate generating operating revenue during the fiscal year ending December 31, 2006. For the current fiscal year, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material affect on our operations, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of our financial condition.

E.      Off-Balance Sheet Arrangements.

          We have no off-balance sheet arrangements.

F.      Tabular Disclosure of Contractual Obligations.

	Payments due by period
Contractual Obligations, as at June 30, 2006	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Office Lease Obligations	872,593	261,778	523,556	87,259	-

Item 6. Directors, Senior Management and Employees

A.      Directors and Senior Management.

          Biographical Information

          Directors

           F. Dale Corman, B.Sc., P. Eng., age 68, is Director, Chairman of our Board of Directors, Chief Executive Officer and President. He was appointed to these positions May 3, 2006. Mr. Corman graduated with a Bachelor of Science degree in geology from Rensselaer Polytechnic Institute in Troy, New York, in 1961 and obtained Professional Engineer status in Ontario in 1972. He has 30 years experience as a senior corporate officer of publicly listed companies in Canada and the United States. he has extensive expertise in mineral and geothermal exploration and development, property evaluation and acquisition, project financing, and corporate management. From 1995 to 2006, Mr. Corman was Chairman of the Board of Directors and Chief Executive Officer of Western Silver Corporation.

           Klaus Zeitler, Ph.D., age 67, has been a Director since May 3, 2006. Dr. Zeitler was Senior Vice President of Teck Cominco Limited from 1997 until 2002, and previously was on the Board of Directors of Teck Corp. from 1981 to 1997 and Cominco Limited from 1986 to 1996. Dr. Zeitler remains active in mineral exploration and development through a number of ventures in addition to Western Copper Corporation. Dr. Zeitler is currently President of Amerigo Resources, a copper and molybdenum producer with operations in Chile.

           Robert J. Gayton, B.Comm., Ph.D., FCA, age 66, has been a Director since May 3, 2006. Dr. Gayton, F.C.A., graduated from the University of British Columbia in 1962 with a Bachelor of Commerce and in 1964 earned the chartered accountant (C.A.) designation while at Peat Marwick Mitchell. Dr. Gayton joined the Faculty of Business Administration at the University of British Columbia in 1965, beginning 10 years in the academic world, including time at the University of California, Berkeley, earning a Ph.D. in Business. Dr. Gayton rejoined Peat Marwick Mitchell in 1974 and became a partner in 1976 where he provided audit and consulting services to private and public company clients for 11 years. Dr. Gayton has directed the accounting and financial matters of public companies in the resource and non-resource fields since 1987. Dr. Gayton is a director of several public companies.

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           Brent Kinney, B.Sc., L.L.B., age 64, has been a Director since May 3, 2006. Mr. Kinney is an international petroleum lawyer based in Dubai, United Arab Emirates. He has more than 20 years experience representing both government and private sector clients throughout the world. Prior to leaving Canada in 1990 he was a partner in one of Alberta’s leading energy law firms. He has represented governments, state oil companies and international oil companies in petroleum ventures worldwide. Mr. Kinney is also a director of Husky Energy Inc. and Dragon Oil plc. He has both a Bachelor of Laws degree and a Bachelor of Science (Geology) degree from the University of Manitoba, Canada. He is a member of the Canadian Bar Association and the Law Societies of Alberta, England and Wales and Hong Kong and is also a member of the Chartered Institute of Arbitrators, London, England.

           David Williams, MBA, age 64, has been a Director since May 3, 2006. Mr. Williams obtained a Master of Business Administration Degree from Queens University in 1964 and a Doctor of Civil Laws Degree from Bishops University in 1966, where the Business Faculty is named in his honor. Mr. Williams currently manages investments for his family holding company and is involved in a number of charitable organizations. He is Chairman of Bennett Environmental and Roador Inc. and is a director of Calvalley Petroleum, Resin Systems, Atlantis Systems, and Newport Partners Income Fund.

          Executive Officers

          F. Dale Corman, Chief Executive Officer and President; see above

           Jonathan Clegg, P.Eng., age 53, is our Vice President, Engineering. He has held this position since May 3, 2006. Since receiving his degree in civil engineering from Cambridge University in 1974, Mr. Clegg has nearly 30 years of experience in the design, management and construction of mining related projects. This experience has encompassed all phases of project development from initial studies to project start-up. Mr. Clegg has also worked on infrastructure and petrochemical projects. From 1974 to 1979, Mr. Clegg worked in South Africa on a number of projects, joining Kilborn Engineering there in 1977. In 1979 he moved to Canada with Kilborn remaining with the company until 2002. From 1999 to 2002 he was Vice President and General Manager of Kilborn Engineering Pacific Ltd. In 2003 he joined Western Silver Corporation as V.P. Engineering, focusing mostly on the Peñasquito Project, until the company was acquired by Glamis Gold Ltd.

           Julien François, CA, age 28, is our Vice President, Finance and Chief Financial Officer. He has held this position since May 3, 2006. Mr. François received his Bachelor of Commerce from the University of British Columbia in 2000 and his Chartered Accountant designation in 2004 in British Columbia. He became Controller of Western Silver Corporation in 2005 after having worked at PricewaterhouseCoopers since 2000. Mr. François’s experience is concentrated in the mining and high tech sectors. He has also worked extensively on internal control design and assessment projects, both as a consultant and as an external auditor.

           David Jensen, P.Eng., L.L.B., MBA, age 42, is our Vice President, Corporate Development. He has held this position since May 3, 2006. Mr. Jensen graduated with a Bachelor of Applied Science (Mechanical Engineering) from the University of Waterloo in 1987 and received P.Eng. status in British Columbia in 1990. Working initially on military and civil aerospace programs in engineering and project management capacities and high technology manufacturing, Mr. Jensen obtained his L.L.B. (Corp/Comm Law focus) from the University of Calgary in 1997 and his MBA (Logistics & Supply Chain Management) from the University of British Columbia in 1999. From 2001 to 2003, Mr. Jensen was Vice President Engineering and Quality at AvCorp Industries Inc. Prior to joining Western Copper Corporation, Mr. Jensen was providing strategic and business advisory services to B.C. mining companies through his own consultancy company.

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          There is no family relationship between any of the persons named in this Item 6.A. None of our directors or members of senior management was selected pursuant to any arrangement with major shareholders, customers, suppliers or others.

B.      Compensation.

          We have not completed a financial year and, accordingly, cannot provide historical information about the compensation, and benefits in kind, granted to our directors, administrative, supervisory or management bodies.

          Stock Option Plan

          A stock option plan was adopted on March 24, 2006. The purpose of the plan is to attract and motivate directors, officers, employees of and service providers by affording such persons an opportunity to acquire an equity interest in Western Copper. The plan provides that, subject to the requirements of the Toronto Stock Exchange, the aggregate number of securities reserved for issuance, set aside and made available for issuance under the plan will be 10% of the number of our issued and outstanding common shares, from time to time. The exercise price of an option may not be less than the closing price of our common shares on the Toronto Stock Exchange on the trading day immediately preceding the date of grant of the option. The options may be exercisable for a period of up to seven years, such period and any vesting schedule to be determined by our board of directors (or compensation committee), and are non-assignable, except in certain circumstances. The options may be exercised by the optionee as long as the optionee is a director, officer, employee or service provider to Western Copper or our subsidiaries or within 30 days after ceasing to be a director, officer, employee or service provider or, if the optionee dies, within one year after death.

          2006 Compensation of Senior Management.

           For the fiscal year ending December 31, 2006, we have committed to provide salary and other compensation to members of senior management as follows:

Name	Salary (on an annualized basis)	Stock Options (1)
F. Dale Corman, Chief Executive Officer and President	$250,000	250,000
Julien François, Vice President - Finance, Chief Financial Officer	$150,000	150,000
Jonathan Clegg, Vice President - Engineering	$150,000	150,000
David Jensen, Vice President - Corporate Development	$150,000	150,000

(1)      Granted under the stock option plan described above, and exercisable at $2.00 per share within 5 years after the May 16, 2006 date of grant, subject to vesting at the rate of one-third of the options on each date that is 12, 18 and 24 months following the date of grant

          Compensation of Directors

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           Each of our directors is entitled to a fee of $25,000 per year for service as a director, and $1,000 for each meeting of the Board or a committee of the Board attended in person or by telephone. The chair of the Audit Committee receives an additional fee of $5,000 per year, subject to annual review. Under the stock option plan described above, we granted each director 100,000 options exercisable at $2.00 per share within 5 years after the May 16, 2006 date of grant, subject to vesting at the rate of one-third of the options on each date that is 12, 18 and 24 months following the date of grant.

C.      Board Practices.

           Each director is elected at the annual general meeting of shareholders for a one year term. Our Board of Directors is comprised of Dale Corman, chair, Klaus Zeitler, Robert Gayton, Brent Kinney and David Williams, each of whom has served since our inception on May 3, 2006.

          The Audit Committee

          The Audit Committee is comprised of Robert Gayton, chair, Klaus Zeitler and David Williams. The Board of Directors has adopted a charter for the Audit Committee, which states that its duties and responsibilities are to ensure the effectiveness of the process of identifying and addressing principal business risks and adequacy of the related disclosure of Western Copper; monitor the integrity of our financial reporting and systems of internal controls regarding finance, accounting and legal compliance; monitor the independence of and performance of our independent auditors; provide an avenue of communication among the independent auditors, management and the Board of Directors; and encourage adherence to, and continuous improvement of, our policies, procedures and practices at all levels.

          The Audit Committee must be comprised of at least three members of the Board, each of whom is independent and meets the requirements of the Toronto Stock Exchange and American Stock Exchange. All members must have an understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one must have accounting or related financial expertise. The Audit Committee must meet at least four times annually.

          The independent auditors are accountable directly to the Audit Committee. The Committee must review the independence and performance of the auditor, and annually recommend to the Board the appointment of the independent auditors and approve any discharge of auditors. The Committee must also approve the fees and any other significant compensation to be paid to the auditors, and approve any non-audit services that the auditor may provide. At least annually, the Audit Committee must review with our counsel any legal matters that could have a significant impact on our financial statements, compliance with laws and regulations, and inquiries from regulators and governmental agencies. The Committee must annually prepare a report to shareholders to be included in our annual information circular. The Committee must also establish procedures for the receipt, retention and treatment of complaints received by us as to our internal accounting controls or auditing matters.

          The Compensation Committee

          The Compensation Committee is comprised of David Williams, Robert Gayton and Brent Kinney. The Board of Directors adopted a charter for the Compensation Committee. The Committee is appointed by the Board of Directors and must be comprised of at least two members, each of whom is independent of management and free of any relationship that would interfere with the exercise of independent judgment.

          The Committee must meet at least twice annually. The Committee has responsibility to annually to review and approve the corporate goals and objectives for the chief executive officer, chief operating

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officer and chief financial officer, and evaluate their respective performance. The Committee also has responsibility annually to review and determine the base salary, incentive compensation and long-term compensation for each of such officers. Determination of long term incentives must include consideration of Western Copper’s performance, relative shareholder return, and the value of similar incentive compensation for such executives at comparable companies. Duties of the Committee include overseeing and monitoring employee compensation strategies and benefits, as well as making recommendations to the Board with respect to incentive compensation and equity based plans. The Committee must produce for review and approval by the full Board a report on executive compensation for inclusion in our information circular for its annual general meeting.

          Corporate Governance and Nominating Committee

          The Corporate Governance and Nominating Committee is comprised of Klaus Zeitler, David Williams and Robert Gayton. The Board of Directors adopted a charter for this Committee. It assists the Board in fulfilling its responsibility to shareholders, potential shareholders and the investment community by administering the nomination process for directors of Western Copper. The Committee must be comprised of at least two directors, each of whom is independent of management and free of any relationship that would interfere with the exercise of independent judgment. The Committee must meet at least twice annually. It responsibilities include, among others: reviewing and assessing the effectiveness of the Board, the committees of the board, and individual performance of directors; considering and reviewing criteria for selecting candidates for election to the Board; recommending individuals for nomination for election as directors; recommending persons to serve on committees of the Board; and reviewing and approving appropriate orientation and education of new members of the Board.

          Other Board Practices

          The Board has also established an Environmental, Health and Safety Committee, adopted a Code of Business Conduct and Ethics, and adopted investment, employee, confidentiality, insider trading, safety and environment, whistleblower and disclosure policies.

D.      Employees.

          Western Copper has 10 employees. Nine employees are located in Canada and one works in both Canada and the United States.

E.      Share Ownership.

Name, Position and Municipality of Residence(1)(2)	Principal Occupation	No. of Securities(3)	Percentage(3)
Dale Corman Chair of the Board of Directors, Chief Executive Officer and President Vancouver, BC		1,090,000	2.7%
Klaus Zeitler Director West Vancouver, BC	President of Amerigo Resources Ltd., formerly Senior Vice-president, Teck Cominco Limited.	75,000	0.15%

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Name, Position and Municipality of Residence(1)(2)	Principal Occupation	No. of Securities(3)	Percentage(3)
Robert Gayton Director West Vancouver, BC	Chartered Accountant; Vice-President Finance of Western Silver Corporation (1995 to January 2004); financial consultant to the mineral exploration and technology industries since 1990.	104,200	0.21%
Brent Kinney Director Dubai, UAE	Petroleum lawyer, director of Husky Energy, Inc. and Dragon Oil PLC, President of Sky Petroleum Inc.	75,000	0.15%
David Williams Director Ontario, Canada	President of Roxborough Holdings Limited, a private company, since 1995.	725,000(4)	1.46%
Jonathan Clegg VicePresident Engineering Vancouver, BC		197,500	0.40%
Julien François, Chief Financial Officer, Vancouver, BC		13,500	0.03%
David Jensen Vice President, Corporate Development Vancouver, BC		Nil	N/A

(1)	The information as to residence and principal occupation, not being within our knowledge, has been furnished by the respective directors and officers individually.
(2)	Directors serve until the earlier of the next annual general meeting or their resignation.
(3)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of August 30, 2006, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. This table has been prepared based on 49,627,413 shares of common stock outstanding as of August 30, 2006. Refer to the ‘Terms of options deemed to be outstanding’, below, for details for stock options included in share ownership.
(4)	150,000 of these shares are held by Seed Foundation, a private company controlled by Mr. Williams.

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          Terms of options deemed to be outstanding

          Each option is exercisable for one common share at an exercise price of $0.88.

Name	No. of options currently exercisable or exercisable in the next 60 days	Expiry date
Dale Corman Chair of the Board of Directors, Chief Executive Officer and President Vancouver, BC	200,000	October 15, 2006
	200,000	March 20, 2007
	100,000	March 9, 2007
	90,000	May 25, 2010
Klaus Zeitler Director West Vancouver, BC	40,000	March 4, 2009
	25,000	May 25, 2010
Robert Gayton Director West Vancouver, BC	50,000	March 4, 2009
	25,000	May 25, 2010
Brent Kinney Director Dubai, UAE	75,000	May 25, 2010
David Williams Director Ontario, Canada	50,000	March 4, 2009
	25,000	May 25, 2010
Jonathan Clegg VicePresident Engineering Vancouver, BC	40,000	December 11, 2008
	50,000	March 4, 2009
	105,000	May 25, 2010
Julien François, Chief Financial Officer, Vancouver, BC	13,500	May 25, 2010

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Item 7. Major Shareholders and Related Party Transactions

A.      Major Shareholders.

          To our knowledge, no person beneficially owns more than 5% of our issued and outstanding common shares.

B.      Related Party Transactions.

          There are no transactions or loans between Western Copper and (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with Western Copper; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of Western Copper that gives them significant influence over Western Silver, and close member of any such individual’s family; (d) key management personnel (i.e., persons having authority and responsibility for planning, directing and controlling the activities of Western Silver, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such person is able to exercise significant influence.

C.      Interests of Experts and Counsel.

          Not applicable.

Item 8. Financial Information

A.      Consolidated Statements and Other Financial Information.

          This registration statement contains the audited financial statements of Western Copper Business (The Business) for the years ended December 31, 2005, 2004, and 2003. These statements include the Business’ Balance Sheets as at December 31, 2005, and 2004, Statements of Loss and Deficit for the years ended December 31, 2005, 2004, and 2003, Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003, the Auditor’s Report thereon dated August 9, 2006, well as the notes related thereto. The financial statements entitled “Western Copper Business” were prepared in connection with, and are included as an exhibit in, the Notice of Meeting and Information Circular for Annual General and Special Meeting of Shareholders of Western Silver Corporation, dated as of March 24, 2006, for purposes of the transaction described in Item 4.A “History and Development of the Company”.

          This registration statement also includes the unaudited interim consolidated financial statements of Western Copper Corporation for the six months ended June 30, 2006. These statements include the Balance Sheets as at June 30, 2006 and December 31, 2005, Statements of Loss and Deficit for the three and six months ended June 30, 2006 and June 30, 2005, Statements of Cash Flows for the six months ended June 30, 2006 and June 30, 2005, as well as the notes related thereto.

B.      Significant Changes.

          No significant change has occurred since the date of the most recent interim consolidated financial statements included in this registration statement.

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Item 9. The Offer and Listing

A.      Offer and Listing Details.

          The following table indicates the monthly high and low market prices for our common shares, as determined by the Toronto Stock Exchange under the ticker symbol “WRN” since the shares began to be listed on May 15, 2006:

Month	High	Low
August 1-30, 2006	1.34	1.06
July 2006	1.50	1.11
June 2006	1.55	1.06
May 2006	$2.30	$1.44

          As of August 30, 2006, Western Copper has 49,627,413 common shares outstanding, without par value. It has 1,632,168 stock options outstanding exercisable at $0.88 with various expiry dates, 1,470,000 stock options outstanding exercisable at $2.00 with an expiry date of May 16, 2011, and 2,562,979 warrants outstanding exercisable at $3.50 per share with an expiry date of May 3, 2008.

B.      Plan of Distribution.

          Not Applicable

C.      Markets.

          The common shares are traded on the Toronto Stock Exchange under the ticker symbol “WRN” since May 15, 2006.

D.      Selling Shareholders.

          Not Applicable

E.      Dilution.

          Not Applicable

F.      Expense of the Issue.

          Not Applicable

Item 10. Additional Information

A.      Share Capital.

          Western Copper is authorized to issue an unlimited number of common shares with no par value. We have 49,627,413 common shares issued and outstanding. 49,246,413 of these common shares were issued as consideration for assets transferred to us in connection with the transaction described in Item 4.A “History and Development of the Company”. 381,000 common shares have been issued as a result of stock option exercises since May 3, 2006. We have 3,102,168 stock options outstanding exercisable to purchase our common shares and 2,562,979 warrants outstanding exercisable to purchase our common shares.

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B.      Memorandum and Articles of Association.

          In the following summary, the term “BCBCA” refers to the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to the that act.

          1.      Register, Entry Number and Purposes

          Our Certificate of Incorporation was registered with the British Columbia Ministry of Finance Corporate and Personal Property Registries on March 17, 2006 under Incorporation Number BC0751975. Our Business Number is 804409076BC0001. The Certificate of Incorporation does not contain a statement of the company’s objects and purposes.

          2.      Directors’ Powers

          A director who holds a disclosable interest in a contract or transaction into which the company has entered or proposes to enter is not entitled to vote on any directors’ resolutions to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

          A director who holds a disclosable interest in a contract or transaction into which the company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may he counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

          A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the BCBCA.

          A director may hold any office or place of profit with the company, other than the office of / auditor of the company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

          No director or intended director is disqualified by his or her office from contracting with the company, either with regard to the holding of any office or place of profit the director holds with the company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the company is invalid merely because:

          (1)      a director or senior officer of the company has an interests direct or indirect, in the contract or transaction;

          (2)      a director or senior officer of the company has not disclosed an interest he or she has in the contract or transaction; or

          (3)      the directors or shareholders of the company have not approved the contract or transaction in which a director or senior officer of the company has an interest.

          Subject to the BCBCA, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the company, except as auditor of the company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

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          A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the company may be interested as a shareholder or otherwise, and, subject to the BCBCA, the director or officer is not accountable to the company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

          The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

          The directors may authorized the company to: (1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate; (2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the company or any other person and at such discounts or premiums and on such terms as they consider appropriate; (3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and (4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

          A director is not required to hold a share in the capital of the company as qualification for his or her officer but must be qualified as required by the BCBCA to become, act, or continue to act as a director.

          3.      Rights, Preferences and Restrictions Attaching to Each Class of Shares

          Every shareholder is entitled to one vote on a vote or a poll. A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll and may appoint a proxy holder to act at the meeting if the person first satisfies the chair of the meeting or the directors that he or she is a legal personal representative or trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

          The shareholders have no special rights to receive dividends, share in company profits, share in any surplus upon liquidation, have their shares redeemed or any other special rights or special liabilities.

          4.      Procedures to Change the Rights of Shareholders

          Subject to the BCBCA, the company may: (1) by directors’ resolutions or ordinary resolution, in each case as determined by the directors, create special rights or restrictions for, and attach those rights or restrictions to, the shares of any class or series of shares, if none of those shares have been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares, if none of those shares have been issued; and (2) by special resolution of the shareholders of the class or series affected, do any of the acts in (1) above if any of the shares of the class or series of shares have been issued.

          5.      Ordinary and Extraordinary Shareholders’ Meeting

          Unless an annual general meeting is deferred or waived in accordance with the BCBCA, the company must hold its first annual general meeting within 18 months after the date on which it was recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such and place as may be determined by the

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directors.

          The shareholders may consent to all of the business on which they would be entitled to vote at an annual meeting by unanimous consent, provided that the shareholders unanimously select as the company’s annual reference date a date that would be appropriate for the holding of the applicable annual meeting.

          Directors may call a meeting of the shareholders at any time. Meetings may be held in British Columbia or outside of British Columbia, provided that such alternative location is approved by resolutions of the directors before the meeting and approved in writing by the Registrar of Companies before the meeting.

          Each shareholder entitled to attend a shareholders’ meeting and each director and auditor of the company must receive from the company notice of the date, time and location of any shareholders’ meeting in the manner provided for in the Articles, or in such other manner, if any, as may be prescribed by directors’ resolution within 21 days before the meeting, so long as the company is publicly listed.

          The company may send to each shareholder, whether or not their shares carry the right to vote, a notice of any shareholders’ meeting at which a resolution entitling shareholders to dissent is to be considered, specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolutions at least 21 days before the meeting, so long as the company is publicly listed.

          If a shareholders’ meeting is to consider special business, then notice of meeting or a circular prepared in connection with the meeting must state the general nature of the special business and attaching any document that is to be considered, approved or ratified and stating that the document will be available for inspection upon request.

          A two thirds majority of shareholder votes is required to pass a special resolutions. Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person present in person or proxy. No business, other than the election of a chair of the meeting and the adjournment of the meeting may be transacted unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting. If there is no quorum present within one half hour of the time set for the holding of the meeting, in the case of a general meeting, the meeting is dissolved, and in the case of any other shareholder meeting, the meeting stands adjourned to the same day in the next week at the same time and place. If at the subsequent meeting there is no quorum present within one half hour of the time set for the holding of the meeting, the person or persons present and being, or represented by proxy, one or more shareholders entitled to attend and vote shall constitute a quorum.

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          In addition to those persons who are entitled to vote at a shareholders’ meeting, the only other persons entitled to be present are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the company, the auditor for the company, any persons invited to be present by the directors or by the chair and any persons entitled ore required under the BCBCA or the Articles to be present. If any one of those persons, however, does attend, he or she is not counted in the quorum and is not entitled to vote, unless he or she is a proxy-holder.

          6.      Limitations on Rights to Own Securities

          No share may be issued until it is fully paid. There are no restrictions on rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities imposed by foreign law or by the charter or other constituent document of the company.

          7.      Impediments to Change of Control

          None.

          8.      Stockholder Ownership Disclosure Threshold in Bylaws

          None.

          9.      Significant Differences with Applicable U.S. Law

          With respect to items 2 through 8 above, the law applicable to Western Copper is not significantly different from that provided under the corporation law statutes in most U.S. jurisdictions.

          10.      Special Conditions for Changes in Capital

          The conditions imposed by the Western Copper Certificate of Incorporation are not more stringent than required under the Business Corporations Act (British Columbia).

C.      Material Contracts.

The Non-Competition Agreement by and between Western Copper Corporation and Glamis Gold Ltd. dated as of May 3, 2006. In this agreement, we agreed not to compete with Glamis Gold in certain areas of Mexico, and Glamis Gold grants us a right of first offer with respect to the proposed disposition by it of mineral properties or legal interests therein located in Mexico that Glamis Gold acquired in the acquisition of Western Silver Corporation in the transaction described in Item 4.A “History and Development of the Company”.

D.      Exchange Controls.

          There are no material material governmental laws, decrees, regulations or other legislation in Canada which may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Western Copper corporate group, or the remittance of dividends, interest or other payments to nonresident holders of our securities.

E.      Taxation.

United States Federal Income Tax Consequences

The following narrative discusses all material United States federal income tax consequences, under current law, applicable to a U.S. Holder (as hereinafter defined) of common shares of Western Copper.

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This discussion does not address individual consequences to persons subject to special provisions of federal income tax law, such as those described below and excluded from the definition of a U.S. Holder. In addition, this discussion of United States Federal Income Tax Consequences does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. This discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of Western Copper and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, Western Copper recommends that holders and prospective holders of common shares of Western Copper consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of Western Copper.

THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF WESTERN COPPER COMMON SHARES IS COMPLEX AND POTENTIALLY UNFAVORABLE TO A U.S. HOLDER WHO DOES NOT MAKE A QUALIFIED ELECTING FUND (“QEF”) ELECTION, AS DESCRIBED BELOW. ACCORDINGLY, EACH U.S. HOLDER WHO ACQUIRES COMMON SHARES UNDER THIS REGISTRATION STATEMENT IS STRONGLY URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH RESPECT TO THE UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE AND OTHER TAX CONSEQUENCES OF THE ACQUISITION OF COMMON SHARES, WITH SPECIFIC REFERENCE TO SUCH PERSON’S PARTICULAR FACTS AND CIRCUMSTANCES.

THE FEDERAL TAX DISCUSSION CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED BY THE CODE. WE URGE PROSPECTIVE INVESTORS TO SEEK ADVICE FROM THEIR OWN INDEPENDENT TAX ADVISORS CONCERNING THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF AN INVESTMENT IN WESTERN COPPER BASED ON THEIR PARTICULAR CIRCUMSTANCES.

U.S. Holders

As used herein, a “U.S. Holder” means a holder of common shares of Western Copper who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof or a trust whose income is taxable in the United States irrespective of source. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals or foreign corporations, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services and U.S. Holders to whom Western Copper is a controlled foreign corporation or a foreign personal holding company. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not

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address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distribution on Common Shares of Western Copper

Western Copper has not distributed dividends to date. In such event, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of Western Copper are required to include in gross income for United States federal income tax purposes the gross amount of such distributions equal to the United States dollar value of such dividends on the date of receipt (based on the exchange rate on such date) to the extent that Western Copper has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of Western Copper, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

A U.S. Holder who is an United States resident individual may, under certain circumstances, be entitled to a reduced dividend tax rate of 15% on dividends received from Western Copper (unless Western Copper qualified in the tax year in which the dividends are paid or a preceding tax year as a “passive foreign investment company” to the U.S. holder, as defined below). Foreign corporations must meet various criteria in order for their dividends to qualify for the reduced tax rate which are beyond the scope of this discussion.

In the case of foreign currency received as a dividend that is not converted by the recipient into United States dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its United States dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for United States dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain to the extent that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of Western Copper will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from Western Copper (unless Western Copper qualifies as a “passive foreign investment company,” as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of Western Copper. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

United States information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of Western Copper’s common shares. Under Treasury Regulations, a non-corporate holder may be subject to backup withholding at a 28% rate with respect to dividends when such holder (1) fails to furnish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under

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certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. It is recommended that U.S. Holders consult their own tax advisors regarding the application of the United States information reporting and backup withholding rules. Amounts withheld as backup withholding may be credited against the U.S. Holder’s United States federal income tax liability. Additionally, a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding regime by filing the appropriate claim for refund with the IRS and furnishing any required information.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of Western Copper may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign sources income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income,” “high withholding tax interest,” “financial services income,” “shipping income,” and certain other classifications of income. Dividends distributed by Western Copper will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. However, pursuant to recently enacted legislation, for taxable years beginning after December 31, 2006, dividends paid on the common shares generally will be treated as “passive category income” (or possibly “general category income”). If, and for so long as, Western Copper is a United States owned foreign corporation, dividends paid by Western Copper on the common shares may, subject to certain exceptions and elections, instead be treated for United States foreign tax credit purposes as partly foreign source “passive income” (or possibly “financial services income”) for taxable years beginning before January 1, 2007 or “passive category income” (or possibly “general category income”) for taxable years beginning after December 31, 2006 and partly United States source income, in proportion to the earnings and profits of Western Copper in the year of such distributions allocable to foreign and United States sources, respectively. Western Copper will be treated as a United States owned foreign corporation if stock representing 50% or more of the voting power or value of the stock of Western Copper is held, directly or indirectly, by U.S. holders. Western Copper may be or may become a United States owned foreign corporation. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and it is recommended that U.S. Holders of common shares of Western Copper consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of Western Copper

Subject to the discussion below pertaining to passive foreign investment companies, a U.S. Holder will recognize gain or loss upon the sale of common shares of Western Copper equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of Western Copper. Preferential tax rates apply to long-term capital gains of U.S. Holders who are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the common shares of Western Copper are held for more than one year. Deductions

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for net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of common shares:

Controlled Foreign Corporation

Under Section 951(a) of the Code, each “United States shareholder” of a “controlled foreign corporation” (“CFC”) must include in its gross income for United States federal income tax purposes its pro rata share of the CFC’s “subpart F income”, even if the subpart F income is not distributed. In addition, gain on the sale of stock in a CFC realized by a “United States shareholder” is treated as ordinary income to the extent of such shareholder’s proportionate share of the CFC’s undistributed earnings and profits accumulated during such shareholder’s holding period for the stock. Section 951(b) of the Code define a United States shareholder (“U.S. Shareholder”) as any United States corporation, citizen, resident or other United States person who owns (directly or through certain deemed ownership rules) 10% or more of the total combined voting power of all classes of stock of a foreign corporation. In general, a foreign corporation is treated as a CFC only if such U.S. Shareholders collectively own more than 50% of the total combined voting power or total value of the corporation’s stock. Western Copper does not expect to be a CFC under these rules. If Western Copper is treated as a CFC, Western Copper’s status as a CFC should not have an adverse effect on any shareholder of Western Copper that is not a U.S. Shareholder.

Passive Foreign Investment Company

Western Copper expects to be a passive foreign investment company (“PFIC”) for United States federal income tax purposes. The tax rules generally applicable to a PFIC are very complex and, in some cases, uncertain. Each U.S. Holder is strongly urged to consult his, her or its own tax advisor with respect to such rules. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if Western Copper makes an election, adjusted tax basis) of its assets that produce or are held for the production of “passive income” is 50% or more. Due to the lack of operating revenue, it is likely that Western Copper is a PFIC for its year ended December 31, 2006.

A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of the two alternative tax regimes applied to such U.S. Holders of Western Copper. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation” (as defined above) and a U.S. Holder owns, directly or indirectly, 10% or more of the total combined voting power of classes of shares of such foreign corporation (See “Controlled Foreign Corporation” above).

A U.S. Holder who elects in a timely manner to treat Western Copper as a QEF (an “Electing U.S. Holder”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which Western Copper qualifies as a PFIC on his pro rata share of Western Copper’s (i) ”net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be

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taxed as long-term capital gain to the Electing U.S. Holder and (ii) ”ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder’s taxable year in which (or with which) Western Copper’s taxable year ends, regardless of whether such amounts are actually distributed.

The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of their common shares of Western Copper (or deemed to be realized on the pledge of their shares) as capital gain; (ii) treat his, her or its share of the Western Copper’s net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his, her or its share of Western Copper’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as “personal interest” that is not deductible.

The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which Western Copper is a PFIC. If the U.S. Holder makes a QEF election in such first year (i.e., a timely QEF election), then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, Western Copper qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize (i) under the rules of Section 1291 of the Code (discussed below), any gain that he, she or it would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if Western Copper is a controlled foreign corporation, the U.S. Holder’s pro rata share of Western Copper’s post-1986 earnings and profits as of the qualification date. The qualification date is the first day of Western Copper’s first tax year in which Western Copper qualified as a “qualified electing fund” with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the common shares of Western Copper includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules.

If Western Copper no longer qualifies as a PFIC in a subsequent year, a timely QEF election will remain in effect, although not applicable, during those years that Western Copper is not a PFIC. Therefore, if Western Copper requalifies as a PFIC, the QEF election previously made is still valid, and the U.S. Holder is required to satisfy the requirements of that election. Furthermore, a QEF election remains in effect with respect to a U.S. Holder, although dormant, after a U.S. Holder disposes of its entire interest in Western Copper. Upon the U.S. Holder’s reacquisition of an interest in the Company, the QEF election will apply to the newly acquired stock of Western Copper.

Under the other alternative tax regime, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC, may annually elect to mark such stock to the market (a “mark-to-market election”). PFIC stock generally is marketable if: (1) it is regularly traded on a national securities exchange that is registered with the Securities Exchange Commission or on the national market system established under Section 11A of the Securities and Exchange Act of 1934, or (2) it is regularly traded on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market price accurately represents the fair market value of the stock. If such an election is made, such U.S. Holder will not be subject to the special taxation rules of Section 1291 described below for the taxable year for which the mark-to-market election is made. A U.S. Holder who makes such an election will include in income for the taxable year for which the election was made in an amount equal to the excess, if any, of the fair market value of the common shares of Western Copper as of

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the close of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in Western Copper included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for Section 1291 interest on tax deferral rules discussed below with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. U.S. Holder’s adjusted tax basis in the common shares of Western Copper will be increased to reflect the amount included or deducted as a result of a mark-to-market election. A mark-to-market election only applies to the taxable year in which the election was made. A separate election must be made by a U.S. Holder for each subsequent taxable year. It is recommended that U.S. Holders consult their tax advisor regarding the manner and appropriateness of making such an election.

If a U.S. Holder does not make a timely QEF election or mark-to-market election during a year in which it holds (or is deemed to have held) the shares in question and Western Copper is a PFIC (a “Non-electing U.S. Holder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his common shares of Western Copper and (ii) certain “excess distributions”, as specifically defined in the Code, by Western Copper.

A Non-electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his common shares of Western Copper and all excess distributions over the entire holding period for Western Copper. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of Western Copper during such U.S. Holder’s holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Holder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is wholly nondeductible. The balance of the gain of the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If Western Copper is a PFIC for any taxable year during which a Non-electing U.S. Holder holds common shares of the Western Copper, then Western Copper will continue to be treated as a PFIC with respect to such common shares, even if it is no longer definitionally a PFIC. A Non-electing U.S. Holder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Western Copper common shares in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. An Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of the transfer. In a transfer at death, for example, the transferee’s basis is equal to (i) the fair market value of the Electing U.S. Holder’s common shares, less (ii) the excess of the fair market value of the Electing U.S. Holder’s common shares reduced by the U.S. Holder’s adjusted basis in these common shares at death. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are

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transferred. Western Copper recommends that each U.S Holder consult a tax advisor with respect to how the PFIC rules affect their tax situation.

Certain special, generally adverse, rules will apply with respect to common shares of Western Copper while Western Copper is a PFIC whether or not it is treated as a QEF. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

          As a PFIC, each U.S. Holder will be required annually to file an IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with such U.S. Holder’s timely filed income tax return (or directly with the IRS if the U.S. Holder is not required to file an income tax return). A U.S. Holder choosing to make a QEF election also must include with its income tax return a shareholder election statement and the PFIC annual information statement that Western Copper will provide.

Canadian Withholding Taxes

          Subject to complex limitations set forth in the Code and the United States-Canada Income Tax Convention, shareholders who are United States Persons may be entitled to claim a credit against their United States federal income tax liability for Canadian federal income tax withheld from dividends on the Common Shares. Among other things, any dividends or inclusions under the passive foreign investment company rules for a year in which more than 50% of the total voting power or value of the Company’s shares is owned by United States Persons may be treated in part as United States source income under Section 904(g) of the Code. Taxpayers who do not elect to claim foreign tax credits for a taxable year may be able to deduct any such Canadian federal income tax withheld.

Information Reporting and Backup Withholding

          United States information reporting requirements and backup withholding tax generally will apply to certain non-corporate holders of Common Shares. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, Common Shares by a paying agent within the United States to a holder of Common Shares (other than an “exempt recipient” which includes non-U.S. shareholders that provide an appropriate certification and certain other persons). A paying agent or other intermediary within the United States will be required to withhold at a rate of 28% on any payment of proceeds from the sale or redemption of Common Shares within the United States to a United States Person (other than a corporation or an “exempt recipient”) if such shareholder fails to furnish its correct taxpayer identification number or otherwise fails to comply with such backup withholding requirements. Any amounts withheld under the backup withholding rules from a payment to a United States Person generally may be refunded (or credited against such United States Person’s United States federal income tax liability, if any) provided the required information is furnished to the Internal Revenue Service. It is recommended that United States Persons consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such an exemption. If information reporting requirements apply to a United States Person, the amount of dividends paid with respect to such Common Shares will be reported annually to the Internal Revenue Service and such United States Person.

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F.      Dividends and Paying Agents.

          Our Articles provide that the directors may declare and authorize payment of dividends from time as they deem advisable. There are no special entitlements for shareholders to receive dividends or special procedures for non-residents to claim dividends.

G.      Statement by Experts.

          Information of an economic (including economic analysis), scientific or technical nature in respect of the Carmacks Copper Project contained in this registration statement is based upon the Technical Report entitled "Carmacks Copper Project" dated March 31, 2006 which was prepared by George Cavey, P. Geo., David Gunning, P. Eng. (both of OreQuest Consulting Ltd.) and Jonathan Clegg, P. Eng. (VP Engineering, Western Copper), each of whom is a "qualified person" for the purposes of National Instrument 43-101 promulgated by the Canadian Securities Administrators.

H.      Documents on Display.

          We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, upon effective registration. In accordance with these requirements, we file reports and other information with the Securities and Exchange Commission. These materials may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain information on the operation of the public reference room by call 1-800-SEC-0330. The Commission also maintains an Internet website at www.sec.gov that contains reports and other information we file electronically with the Commission.

          In addition, documents referred to in this registration statement may be inspected at our principal executive offices at Suite 2050 - 1111 West Georgia Street, Vancouver, British Columbia V6E 4M3 Canada.

I.      Subsidiary Information.

          Not Applicable

Item 11. Quantitative and Qualitative Disclosures About Market Risk

          We do not hold assets that are market risk sensitive instruments as defined in the general instructions to Item 11 of Form 20-F.

Item 12. Description of Securities Other than Equity Securities

          Not Applicable

PART II

The following items in this Part II are not required for a registration statement under the Securities Exchange Act of 1934.

Item 13. Defaults, Dividend Arrearages and Delinquencies

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15. Controls and Procedures

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Item 16A. Audit Committee Financial Expert

Item 16B. Code of Ethics

Item 16C. Principal Accountant Fees and Services

Item 16D. Exemption from the Listing Standards for Audit Committees.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

PART III

Item 17. Financial Statements

Audited Financial Statements of Western Copper Corporation
	Auditors’ Report dated August 9, 2006
	Balance Sheets at December 31, 2005 and 2004
	Statements of Loss and Deficit for the years ended December 31, 2005, 2004, and 2003
	Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003
	Notes to Financial Statements
Unaudited Financial Statements of Western Copper Corporation
	Consolidated Balance Sheets at June 30, 2006 and December 31, 2005
	Consolidated Statements of Loss and Deficit for the three months ended June 30, 2006 and 2005 and the six months ended June 30, 2006 and 2005
	Consolidated Statements of Cash Flow for the three months ended June 30, 2006 and 2005 and the six months ended June 30, 2006 and 2005
	Consolidated Statements of Shareholders’ Equity at June 30, 2006
	Notes to Consolidated Financial Statements
Audited Financial Statements of Lumina Resources Corp.
	Auditors’ Report dated March 9, 2007
	Balance Sheets at March 31, 2006 and 2005
	Statements of Loss and Deficit for the years ended March 31, 2006, 2005, and 2004
	Statements of Cash Flows for the years ended March 31, 2006, 2005, and 2004

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	Notes to Financial Statements
Unaudited Financial Statements of Lumina Resources Corp.
	Consolidated Balance Sheets at September 30, 2006 and March 31, 2006
	Consolidated Statements of Loss and Deficit for the three months ended September 30, 2006 and 2005 and the six months ended September 30, 2006 and 2005
	Consolidated Statements of Cash Flow for the three months ended September 30, 2006 and 2005 and the six months ended September 30, 2006 and 2005
	Consolidated Statements of Shareholders’ Equity at September 30, 2006
	Notes to Consolidated Financial Statements
Unaudited Pro Forma Financial Statements of Western Copper Corporation
	Consolidated Pro Forma Balance Sheets at September 30, 2006 and December 31, 2005
	Consolidated Pro Forma Statements of Loss for the nine months ended September 30, 2006 and the year ended December 31, 2005
	Notes to Consolidated Financial Statements

Item 18. Financial Statements

          See Item 17.

Item 19. Exhibits

Exhibit
Number	Description of Documents
1.1	Certificate of Incorporation of Western Copper Corporation
4.1	Non-Competition Agreement by and between Western Copper Corporation and Glamis Gold Ltd. dated as of May 3, 2006
8.1	List of Subsidiaries
17.1	Audited Financial Statements for the years ended December 31, 2005, 2004, and 2003
17.2	Unaudited Financial Statements for the six months ended June 30, 2006
17.3	Audited Consolidated Financial Statements of Lumina Resources as at and for the year end March 31, 2006
17.4	Unaudited Consolidated Financial Statements of Lumina Resources as at and for the six month period ended September 30, 2006
17.5	Unaudited Pro Forma Consolidated Financial Statements of Western Copper Corporation as at September 30, 2006
23.1	Consent of Orequest Consultants Ltd. dated June 6, 2006
23.2	Consent of PricewaterhouseCoopers LLP dated November 27, 2006
23.3	Consent of Grant Thornton LLP dated March 9, 2007

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SIGNATURES

          The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

		Western Copper Corporation
		Registrant
		/s/	F. Dale Corman
		Name:	F. Dale Corman
Date:	March 9, 2007	Title:	Chief Executive Officer and President
		/s/	Julien François
		Name:	Julien François
Date:	March 9, 2007	Title:	Chief Financial Officer

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EX-1.1

EX-4.1

EX-8.1

EXHIBIT 8.1

LIST OF SUBSIDIARIES

Carmacks Copper Ltd. (Canada – 100%)
Minera Sierra Almoloya, SA de CV (Mexico – 100%)
Minera Costa de Plata, SA de CV (Mexico – 100%)

EX-17.1

Western Copper Business

Financial Statements
December 31, 2005, 2004, and 2003
(expressed in Canadian dollars)

F17.1-1

PricewaterhouseCoopers LLP
Chartered Accountants
PricewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 (604) 806 7000
Facsimile +1 (604) 806 7806

Auditor’s Report

To the Director of
Western Copper Business

We have audited the balance sheets of Western Copper Business as at December 31, 2005 and 2004 and the statements of loss and deficit and cash flows for each of the years in the three year period ended December 31, 2005. These financial statements are the responsibility of the Business’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards in Canada and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Business as at December 31, 2005 and 2004 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2005 in accordance with Canadian generally accepted accounting principles.

(signed) PricewaterhouseCoopers LLP

Chartered Accountants

Vancouver, British Columbia
August 9, 2006

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

F17.1-2

Western Copper Business

Balance Sheets

As at December 31, 2005 and 2004

(expressed in Canadian dollars)

	2005		2004
	$		$
Assets
Property and equipment (note 4)	109,327		42,328
Mineral properties (note 5)
Carmacks	4,200,000		4,100,000
Almoloya	223,514		153,894
	4,532,841		4,296,222
Liabilities
Accounts payable and accruals	100,000		100,000
Business’ Equity (note 7)
Contributed surplus	22,002,077		21,404,043
Deficit	(17,569,236	)	(17,207,821	)
	4,432,841		4,196,222
	4,532,841		4,296,222
Transfer of assets (note 1)
Nature of operations (note 2)
Commitments (notes 6 and 8)
Subsequent events (notes 1 and 12)

Approved by the Board of Directors

’Robert J. Gayton’ Director ‘David Williams’ Director

The accompanying notes are an integral part of these financial statements.

F17.1-3

Western Copper Business

Statements of Loss and Deficit

For the years ended December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

	2005		2004		2003
	$		$		$
Expenses
General exploration expenditures	311,932		132,720		20,028
General and administrative expenses	49,483		115,736		17,505
Loss for the year	(361,415	)	(248,456	)	(37,533	)
Deficit - Beginning of year	(17,207,821	)	(16,959,365	)	(16,921,832	)
Deficit - End of year	(17,569,236	)	(17,207,821	)	(16,959,365	)

The accompanying notes are an integral part of these financial statements.

F17.1-4

Western Copper Business

Statements of Cash Flows

For the years ended December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

	2005		2004		2003
	$		$		$
Cash flows used in operating activities
Loss for the year	(361,415	)	(248,456	)	(37,533	)
Cash flows used in investing activities
Expenditures on mineral properties and deferred costs	(169,620	)	(65,336	)	(64,845	)
Expenditures on property and equipment	(66,999	)	(40,624	)	-
	(236,619	)	(105,960	)	(64,845	)
Cash flows from financing activities
Funding provided by Western Silver Corporation	598,034		354,416		102,378
Increase in cash and cash equivalents and
cash and cash equivalents - Beginning and
end of year	-		-		-

The accompanying notes are an integral part of these financial statements.

F17.1-5

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

1	Transfer of assets
	Western Copper was incorporated on March 17, 2006 as a wholly-owned subsidiary of Western Silver Corporation (Western Silver). On May 3, 2006, Western Silver and Glamis Gold Ltd. (Glamis) entered into a Plan of Arrangement. As part of the agreement, Western Silver transferred its cash and cash equivalents, its marketable securities (1.498 million shares of Quaterra Resources Inc.) in-lieu of cash, two of its wholly-owned subsidiaries - Carmacks Copper Ltd. and Minera Costa de Plata, S.A. de C.V, its interests in the Sierra Almoloya property, and certain property and equipment relating to Western Silver’s corporate office to Western Copper. In consideration, Western Copper issued 49,246,413 common shares to Western Silver, representing one Western Copper common share for each Western Silver common share issued and outstanding. Western Silver shareholders then exchanged each their Western Silver common shares for one common share of Western Copper and 0.688 of a Glamis common share. Upon conclusion of the transaction, Western Copper was owned exclusively by existing Western Silver shareholders.
2	Basis of presentation
	Western Copper Business’ (the Business) financial statements reflect the financial position, statement of operations and deficit and cash flows of the related copper business of Western Silver. The statements of operations and deficit for 2005, 2004, and 2003 include the direct exploration expenses incurred by Western Silver relating to the Carmacks and Almoloya mineral properties and an allocation of Western Silver’s general and administrative expenses incurred in each of these years. The allocation of general and administrative expenses was calculated on the basis of the ratio of costs incurred on the Carmacks and Almoloya mineral properties in each year presented as compared to the costs incurred on all mineral properties by Western Silver in each of these years. The financial statements have been presented under the continuity of interests basis of accounting with balance sheet amounts based on the amounts recorded by Western Silver.
	Effective March 17, 2006, the historical results of the Business will be incorporated into the results of Western Copper Corporation.
3	Nature of operations
	Western Copper Business is an exploration stage business that is engaged directly in the exploration of mineral properties in Mexico and Canada. The recoverability of the amounts shown for mineral property assets is dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties and the ability of the Business to obtain the necessary financing to continue the exploration and future development of its mining properties, or realizing the carrying amount through a sale.

F17.1-6

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

4	Accounting policies
	The Business’ financial statements are prepared in accordance with accounting principles generally accepted in Canada. As described in note 11, these principles differ in certain material respects from accounting principles generally accepted in the United States.
	Use of estimates
	The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the related notes. Significant areas where management’s judgement is applied include the assessment of impairment to the carrying value of mineral properties, the determination of the likelihood that future income tax benefits can be realized, and the allocation methodologies used to determine results of operations. Actual results could differ from those reported by a material amount.
	Cash and cash equivalents
	Cash and cash equivalents comprise cash and short-term investments at banks with original maturities of three months or less from the date of acquisition.
	Property and equipment
	Property and equipment are carried at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives of the assets.

Computer equipment	5 years
Office furniture and equipment	5 years
Leasehold improvements	term of the lease

Mineral properties

The Business records its interest in mineral properties at cost. Exploration and development expenditures relating to properties that have evidence of significant mineralization requiring additional exploration, as well as interest and costs to finance those expenditures, are deferred and will be amortized against future production following commencement of commercial production, or written down if the properties are sold, allowed to lapse, abandoned, or become impaired.

Option payments are made at the discretion of the optionee and, accordingly, are accounted for on a cash basis.

Management of the Business reviews the net carrying value of each mineral property when events or changes in circumstances indicate that the carrying amount may not be recoverable. Where information is available and conditions suggest impairment, estimated future net cash flows from each property are calculated using estimated future prices, reserves and resources, and operating, capital and reclamation costs on an undiscounted basis. If the net carrying value of the property exceeds the estimated future net cash flows, the property will be written down to the fair value as determined by using discounted cash flows.

F17.1-7

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses whether carrying value can be recovered. This assessment may be estimated by using quantifiable evidence of a geological resource or reserve or the Business’ assessment of its ability to sell the property for an amount greater than the carrying value.

Management’s estimates of mineral prices, recoverable proven and probable reserves and resources, and operating, capital and reclamation costs are subject to certain risks and uncertainties which may affect the assessment of recoverability of mineral property costs. Although management has made its best estimate of these factors, it is possible that changes could occur in the near term which could have a material adverse effect on the estimate of future net cash flows to be generated from the properties.

The acquisition of title to mineral properties is a detailed and time-consuming process. The Business has taken steps, in accordance with industry standards, to verify title to mineral properties in which it has an interest. Although the Business has taken reasonable precautions to ensure that legal title to its properties is properly recorded, there can be no assurance that such title will ultimately be secured.

Translation of foreign currency

Monetary assets and liabilities are translated into Canadian dollars using year-end exchange rates. Non-monetary items are translated at rates prevailing at acquisition or transaction dates. Expense items are translated into Canadian dollars at the rate of exchange in effect at the date of the related transaction. All exchange gains or losses arising on translation are included in results of operations for the year.

Income taxes

The Business uses the liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are recognized for temporary differences between tax and accounting basis of assets and liabilities. Future income tax assets or liabilities are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

F17.1-8

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

5 Property and equipment

			2005	2004
		Accumulated	Net book	Net book
	Cost	amortization	value	value
	$	$	$	$
Computer equipment	69,635	18,795	50,840	42,328
Office furniture and
equipment	24,486	2,543	21,943	-
Leasehold improvements	39,823	3,279	36,544	-
	133,944	24,617	109,327	42,328

6 Mineral properties

	Carrying	Costs	Carrying	Costs	Carrying
	value	incurred	value	incurred	value
	December 31	during	December 31	during	December 31
	2003	2004	2004	2005	2005
	$	$	$	$	$
Canada
Carmacks
Acquisition	4,000,000	-	4,000,000	-	4,000,000
Advance Royalty	-	100,000	100,000	100,000	200,000
	4,000,000	100,000	4,100,000	100,000	4,200,000
Mexico
Almoloya
Acquisition	48,538	63,204	111,742	55,274	167,016
Exploration	40,020	2,132	42,152	14,346	56,498
	88,558	65,336	153,894	69,620	223,514
	4,088,558	165,336	4,253,894	169,620	4,423,514

F17.1-9

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

Carmacks (100% - Yukon, Canada)

In 1989, the Business acquired 50% of the Carmacks Copper Project, which consists of mineral claims in the Whitehorse Mining district of the Yukon Territory, Canada. Under an arrangement dated September 30, 1996, the Business acquired the remaining 50% of the Carmacks Copper Project. At the time, the Business was in the process of obtaining the necessary permits to commence commercial production. This process was suspended when copper prices fell below the break-even point for the project and remained at levels for which the project was not economic. Accordingly, in the year ended September 30, 2001, the property was written down to $4,000,000.

The previous owners of the property shall, at the Business’ election, retain either a 15% net profits royalty or a 3% net smelter royalty. The Business is required to make an advance royalty payment of $100,000 for any year in which the average daily copper price reported by the London Metal Exchange is US$1.10 per pound or greater. A payment of $100,000 was made by the Business on December 31, 2004 and on December 31, 2005.

The Business has signed a project agreement with the Yukon Government and has recommenced the permitting process. An updated project description has been accepted by the Yukon Government and the assessment process is in progress.

Almoloya (100% - Chihuahua, Mexico)

The Business staked claims at the Almoloya silver prospect, northeast of the city of Parral in the state of Chihuahua, Mexico.

On July 28, 2005, the Business and Queenston Mining Inc. signed a letter of intent. Under the letter of intent Queenston Mining Inc. can earn a 60% interest in the property through staged exploration expenditures of US$1.5 million over a four year period, with minimum expenditures of US$200,000 in the first year. Queenston can earn an additional 15% interest by completing a feasibility study and making a production decision at which time the Business can either elect to contribute 25% of capital expenditures required to achieve production or convert its participating interest to a 15% net profits interest.

F17.1-10

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

7 Contributed surplus and deficit

a)      Contributed surplus

Funding provided by Western Silver related to the Business’ activities is reflected as contributed surplus.

	$
Balance at December 31, 2003	21,049,627
Funding provided by Western Silver Corporation in 2004	354,416
Balance at December 31, 2004	21,404,043
Funding provided by Western Silver Corporation in 2005	598,034
Balance at December 31, 2005	22,002,077

b)      Deficit

	The Business’ opening deficit at January 1, 2004 has been calculated by applying the same allocation principles outlined above to the cumulative transactions relating to the Carmacks and Almoloya mineral properties from the date of acquisition of those mineral properties until December 31, 2003.
8	Commitments
	The Business has an agreement to sublease office space which expires October 29, 2009. The total amount of payments remaining during the course of the agreement is $1,003,482, of which $261,778 is due over the next 12 months. The remaining $741,704 is due between January 1, 2007 and October 29, 2009.
9	Segmented information
	Industry information
	The Business operates in one reportable operating segment, being the acquisition, exploration and future development of resource properties.
	Geographic information
	The Business’ mineral properties are located in Canada and Mexico. The geographical breakdown of mineral properties is shown in note 6.
	All other non-current assets are held in Canada.

F17.1-11

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

10	Financial instruments
	The Business’ only financial instruments are accounts payable Due to the short term nature of these instruments, their carrying value approximates the fair value.
11	Material differences between Canadian and United States generally accepted accounting principles (GAAP)
	The Business prepares its financial statements in accordance with accounting principles generally accepted in Canada (Canadian GAAP), which differ in certain material respects from those principles that the Business would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The effects of significant measurement differences between Canadian and U.S. GAAP are described below
	Balance Sheets

As at December 31,	2005		2004
	$		$
Mineral properties - under Canadian
GAAP	4,423,514		4,253,894
Cumulative exploration expenditures
written off under U.S. GAAP (a)	(423,514	)	(253,894	)
Mineral properties - under U.S. GAAP	4,000,000		4,000,000
Business’ equity - under Canadian GAAP	4,432,841		4,196,222
Measurement differences
Cumulative exploration expenditures
written-off under U.S GAAP (a)	(423,514	)	(253,894	)
Businesss’ equity - under U.S. GAAP	4,009,327		3,942,328

F17.1-12

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

Statements of Loss and Deficit

For the years ended December 31,	2005	2004	2003
	$	$	$
Loss for the year - under Canadian GAAP	361,415	248,456	37,533
Exploration expenditures for the year (a)	169,620	165,336	64,845
Loss and comprehensive loss for the year -
under U.S. GAAP (b)	531,035	413,792	102,378
Deficit - under U.S. GAAP - Beginning of
year	17,461,715	17,047,923	16,945,545
Loss and comprehensive loss for the year -
under U.S. GAAP (a), (b)	531,035	413,792	102,378
Deficit - under U.S. GAAP - End of year	17,992,750	17,461,715	17,047,923

Statements of Cash Flows

For the years ended December 31,	2005		2004		2003
	$		$		$
Cash provided by (used in) operating
activities, under Canadian GAAP	(361,415	)	(248,456	)	(37,533	)
Adjustment for mineral properties and
deferred exploration (a)	(169,620	)	(65,336	)	(64,845	)
Cash provided by (used in) operating
activities, under US GAAP	(531,035	)	(313,792	)	(102,378	)

For the years ended December 31,	2005		2004		2003
	$		$		$
Cash provided by (used in) investing
activities, under Canadian GAAP	(236,619	)	(105,960	)	(64,845	)
Adjustment for mineral properties and
deferred exploration (a)	169,620		65,336		64,845
Cash provided by (used in) investing
activities, under US GAAP	(66,999	)	(40,624	)	-

a)      Mineral property exploration expenditures

Mineral property exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 4.

F17.1-13

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

For U.S. GAAP purposes, mineral property acquisition costs, exploration expenditures, periodic option payments relating to mineral properties for which commercial feasibility has not yet been established and administrative expenditures are expensed as incurred.

Mineral property acquisition costs and development expenditures incurred subsequent to the determination of the feasibility of mining operations are deferred until the property to which they relate is placed into production, sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred.

Mineral property acquisition costs include the cash consideration and the fair value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant agreement. Mineral properties are written off if the property is sold, allowed to lapse, abandoned, or when impairment in the value has been determined to have occurred. Mineral property sales proceeds or option payments received for exploration rights are treated as cost recoveries.

b)      Comprehensive Income

U.S. GAAP requires disclosure of comprehensive income (loss) which is intended to reflect all other changes in equity except those resulting from contributions by, and payments to owners.

c)      Recent U.S. accounting pronouncements

During June 2005, the FASB issued SFAS No. 154, Accounting for Changes and Error Corrections. The new standard requires that entities which makes a voluntary change in accounting principle apply that change retroactively to prior period financial statements, unless this would be impracticable. For changes in methods of depreciation, amortization or delpletion for long-lived assets, the change must be accounted for prospectively, as a change in estimate. SFAS No. 154 is effective for the company’s 2006 financial statements and is not expected to impact earnings.

d)       Recent Canadian accounting pronouncements

CICA Handbook Section 3831 “Non-Monetary Transactions” will be applicable to the Business commencing with the 2006 financial year. Reporting of the Business’ results is not expected to be materially affected by this standard.

Derivative Instruments

In January 2005, the CICA issued three new standards relating to financial instruments. These standards are applicable for fiscal years beginning on or after October 1, 2006. The Business is currently reviewing the impact of these new standards. These standards are as follows:

Financial instruments – Recognition and Measurement, Section 3855: This standard prescribes when a financial asset, financial liability, or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used. It also specifies how financial instruments gains or losses are to be presented.

F17.1-14

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

	Hedges, Section 3865:
	This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes. It builds on the existing Accounting Guideline AcG-13 “Hedging Relationships”, and Section 1650 “Foreign Currency Translation”, by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.
	Comprehensive Income, Section 1530:
	This standard introduces new rules for the reporting and display of comprehensive income. Comprehensive income, which is currently reported under US GAAP, is the change in shareholder’s equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. These items include minimum pension liability adjustments, holding gains and losses on certain investments, gains and losses on certain derivative instruments and foreign currency gains and losses related to self-sustaining foreign operations (cumulative translation adjustment).
12	Subsequent events
	a)	Incorporation
	On March 17, 2006, Western Copper Corporation was incorporated under the Business Corporations Act of the Province of British Columbia.
	b)	Warrant
	On May 3, 2006, Western Copper granted Glamis a share purchase warrant to acquire 5% of the fully-diluted Western Copper shares as of May 3, 2006 at a price of $3.50 per share. The warrant expires May 3, 2008. As at July 28, 2006 the warrant had not been exercised.
	c)	Stock options
	Each Western Silver stock option unexercised as at May 3, 2006 was exchanged for one stock option of Western Copper, at an exercise price of $0.88 per share. The terms of all unexercised options remain the same as in Western Silver. 221,000 of these stock options were exercised between May 3, 2006 and July 28, 2006.
	d)	Capital stock
	On May 3, 2006, Western Copper issued 49,246,413 common shares to Western Silver shareholders.

F17.1-15

Western Copper Business

Notes to the Financial Statements

December 31, 2005, 2004, and 2003

(expressed in Canadian dollars)

 

e) Transfer of assets

Pursant to the transaction described in note 1, Western Silver is expected to transfer estimated cash and cash equivalents and marketable securities totalling $38.76 million. The final amount transferred is dependent on the actual expenses incurred by Western Silver up to May 3, 2006 and the market value of the marketable securities on the date of sale.

Up to and including July 28, 2006, Western Copper had received 1.498 million common shares of Quaterra Resources Inc. (market value as at May 3, 2006 – $2,757,000) and approximately $37 million in cash.

F17.1-16

EX-17.2

Western Copper Corporation

Consolidated Financial Statements
June 30, 2006
(Unaudited - expressed in Canadian dollars)

F17.2-1

Western Copper Corporation

Consolidated Balance Sheets (unaudited)

(expressed in Canadian dollars)

	June 30,		December 31,
	2006		2005
	$		$
ASSETS
CURRENT ASSETS
Cash and cash equivalents	31,361,349		-
Amount receivable pursuant to the Plan of Arrangement (note 14)	6,009,056		-
Marketable securities (note 4)	143,168		-
Accounts receivable	31,839		-
Prepaid expenses	136,982		-
	37,682,394		-
PROPERTY AND EQUIPMENT (note 5)	116,037		109,327
MINERAL PROPERTIES (note 6)	4,523,514		4,423,514
	42,321,945		4,532,841
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	276,356		100,000
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (notes 2 and 7)	38,273,567		-
CONTRIBUTED SURPLUS (note 7)	21,498,601		22,002,077
DEFICIT	(17,726,579	)	(17,569,236	)
	42,045,589		4,432,841
	42,321,945		4,532,841
Commitments (note 9)
Subsequent events (note 14)

Approved by the Board of Directors

‘Robert J. Gayton’ Director ‘Klaus Zeitler’ Director

The accompanying notes are an integral part of these financial statements.

F17.2-2

Western Copper Corporation

Consolidated Statements of Loss and Deficit (unaudited)

(expressed in Canadian dollars)

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
	$		$		$		$
EXPLORATION
Carmacks	296,720		54,711		408,851		181,628
ADMINISTRATIVE EXPENSES
Accounting and legal	145,718		-		145,718		-
Office and administration	318,415		14,538		319,415		27,150
Promotion and travel	124,810		-		124,810		-
Regulatory and filing fees	145,566		-		145,566		-
	734,509		14,538		735,509		27,150
(LOSS) BEFORE OTHER ITEMS	(1,031,229	)	(69,249	)	(1,144,360	)	(208,778	)
OTHER ITEMS
Gain on sale of marketable securities	870,577		-		870,577		-
Interest revenue	116,901		-		116,901		-
Foreign exchange	(461	)	-		(461	)	-
(LOSS) FOR THE PERIOD	(44,212	)	(69,249	)	(157,343	)	(208,778	)
DEFICIT – BEGINNING OF PERIOD	(17,682,367	)	(17,347,350	)	(17,569,236	)	(17,207,821	)
DEFICIT – END OF PERIOD	(17,726,579	)	(17,416,599	)	(17,726,579	)	(17,416,599	)
BASIC AND DILUTED EARNINGS
PER SHARE	-		-		-		-
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUSTANDING	49,376,206		-		49,376,206		-

The accompanying notes are an integral part of these financial statements.

F17.2-3

Western Copper Corporation

Consolidated Statements of Cash Flow (unaudited)

(expressed in Canadian dollars)

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
	$		$		$		$
Cash flows provided by (used in)
OPERATING ACTIVITIES
Loss for the period	(44,212	)	(69,249	)	(157,343	)	(208,778	)
Items not affecting cash
Amortization	5,923		-		5,923		-
Stock-based compensation	219,253		-		219,253		-
Gain on marketable securities	(870,577	)			(870,577	)
	(645,401	)	-		(645,401	)	-
Change in non-cash working capital items
(note 12)	25,669		-		26,669		-
	(663,944	)	(69,249	)	(776,075	)	(208,778	)
FINANCING ACTIVITIES
Funding by Western Silver Corporation	40,153		79,399		267,829		336,279
Issue of Class A voting shares	-		-		1,000		-
Redemption of Class A voting shares	(1,000	)	-		(1,000	)	-
Exercise of stock options	194,480		-		194,480		-
Cash received from Western Silver pursuant to
the Plan of Arrangement (note 2)	30,792,399		-		30,792,399		-
	31,026,032		79,399		31,254,708		336,279
INVESTING ACTIVITIES
Proceeds from the sale of marketable securities	995,349		-		995,349		-
Mineral property expenditures	-		(1,511	)	(100,000	)	(116,377	)
Net expenditures on property and equipment	2,912		(8,639	)	(12,633	)	(11,124	)
	998,261		(10,150	)	882,716		(127,501	)
Increase in cash and cash equivalents	31,360,349		-		31,361,349		-
Cash and cash equivalents - Beginning
of period	1,000		-		-		-
Cash and cash equivalents - End of period	31,361,349		-		31,361,349		-

The accompanying notes are an integral part of these financial statements.

F17.2-4

Western Copper Corporation

Consolidated Statements of Shareholders’ Equity (unaudited)

(expressed in Canadian dollars)

	Share Capital
							Contributed		Shareholders’
	Number of		Amount		Deficit		surplus		equity
	shares		$		$		$		$
Balance – December 31, 2005	-		-		(17,569,236	)	22,002,077		4,432,841
Issue of Class A voting shares
(note 7)	100,000,000		1,000		-		-		1,000
Funding by Western Silver
Corporation	-		-		-		267,829		267,829
Pursuant to the Plan of
Arrangement – May 3, 2006
Redemption of Class A
voting shares (note 7)	(100,000,000	)	(1,000	)	-		-		(1,000	)
Issue of common shares	49,246,413		-		-		-		-
Transfer of assets (note 2)	-		41,634,003		-		(4,545,474	)	37,088,529
Stock options granted	-		(2,649,933	)	-		2,649,933		-
Warrants granted	-		(1,195,886	)	-		1,195,886		-
Exercise of stock options	221,000		194,480		-		-		194,480
Transfer of value on exercise of
stock options	-		290,903				(290,903	)	-
Stock-based compensation	-		-		-		219,253		219,253
Loss for the period	-		-		(157,343	)	-		(157,343	)
Balance – June 30, 2006	49,467,413		38,273,567		(17,726,579	)	21,498,601		42,045,589

F17.2-5

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

1	Nature of operations
	Western Copper Corporation (Western Copper or the Company) is an exploration stage company that is currently engaged in the exploration of mineral properties in Mexico and Canada. The recoverability of the amounts shown for mineral property assets is dependent upon the existence of economically recoverable reserves, and the Company’s ability to secure and maintain title and beneficial interest in the properties, to obtain the necessary financing to continue the exploration and future development of its mining properties, or to realize the carrying amount through a sale.
2	Plan of Arrangement
	Western Copper was incorporated on March 17, 2006 as a wholly-owned subsidiary of Western Silver Corporation (Western Silver). On May 3, 2006, Western Silver and Glamis Gold Ltd. (Glamis) entered into a Plan of Arrangement. As part of the agreement, Western Silver transferred its cash and cash equivalents, its marketable securities (1.498 million shares of Quaterra Resources Inc.) in-lieu of cash, two of its wholly-owned subsidiaries - Carmacks Copper Ltd. and Minera Costa de Plata, S.A. de C.V, its interests in the Sierra Almoloya property, and certain property and equipment relating to Western Silver’s corporate office to Western Copper. In consideration, Western Copper issued 49,246,413 common shares to Western Silver, representing one Western Copper common share for each Western Silver common share issued and outstanding. Western Silver shareholders then exchanged each their Western Silver common shares for one common share of Western Copper and 0.688 of a Glamis common share. Upon conclusion of the transaction, Western Copper was owned exclusively by existing Western Silver shareholders.

Carrying value of assets transferred
pursuant to the Plan of Arrangement	$
Cash and cash equivalents	30,792,399
Amounts receivable	6,009,056
Marketable securities	267,092
Prepaid expenses	19,982
Property and equipment	121,960
Mineral properties	4,423,514
	41,634,003

Pursuant to the Plan of Arrangement, each Western Silver stock option holder received one stock option of Western Copper. Each Western Copper stock option has an exercise price of $0.88.

As part of the agreement, Western Copper also granted a warrant to Glamis Gold Ltd. (Glamis) providing for the acquisition of 5% of the fully diluted Western Copper shares as of May 3, 2006 at a price per Western Copper share of $3.50. This warrant gives Glamis the right to acquire 2,562,979 common shares of Western Copper. The warrant is exercisable for a period of two years following the date of grant. Western Copper did not receive any direct consideration for the warrants. The warrants were part of the overall consideration agreed upon by Western Silver and Glamis when negotiating the terms of the plan of arrangement.

F17.2-6

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

The fair value of the stock options and warrants included in contributed surplus:

	$
Fair value of stock options granted	2,649,933
Fair value of warrants granted	1,195,886
	3,845,819

The fair value of stock options granted and warrants issued pursuant to the plan of arrangement determined by using the Black-Scholes option and warrant pricing model and is determined at the time of grant.

The valuation of the stock options granted May 3, 2006 was based on the following assumptions:

Average risk-free interest rate	2.79%
Expected dividend yield	-
Expected stock price volatility	69.97%
Expected option term, in years	2.31

	Assumptions used to determine the fair value of the warrants issued pursuant to the plan of arrangement is disclosed in note 8. Western Copper Corporation began operations on May 3, 2006. Financial statement information prior to this date reflects the financial position, statements of loss and deficit and cash flows of the related copper business of Western Silver. This information has previously been reported as Western Copper Business. The statements of loss and deficit for the three and six months ended June 30, 2005 include the direct exploration expenses incurred on the Carmacks property and an allocation of Western Silver’s general and administrative expenses incurred in each of these years. The statements of loss and deficit for the three and six months ended June 30, 2006 include the aforementioned allocations up to May 3, 2006 and the expenses incurred directly by Western Copper for the periods then ended.
	The allocation of Western Silver’s general and administrative expenses was calculated on the basis of the ratio of costs deferred by Western Silver on the Carmacks and Almoloya mineral properties in each year presented as compared to the costs deferred on all mineral properties in each of these years. The consolidated financial statements have been presented under the continuity-of-interests basis of accounting with balance sheet amounts based on the amounts recorded by Western Silver.
3	Significant accounting policies
	The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in Canada. As described in note 13, these principles differ in certain material respects from accounting principles generally accepted in the United States.
	Use of estimates
	The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the related notes. Significant areas where management’s judgement is applied include the assessment of impairment to the carrying value of mineral properties, the determination of the likelihood that future income tax benefits can be realized, the assumptions used to calculate the fair value of warrants and stock-based compensation, and the allocation methodologies used to determine results of operations. Actual results could differ from the estimates by a material amount.

F17.2-7

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

Principles of consolidation

These consolidated financial statements include the accounts of the Company, Carmacks Copper Ltd. (100%), Minera Sierra-Almoloya S.A. de C.V. (100%), and Minera Costa de Plata S.A. de C.V. (100%). All intercompany transactions and balances have been eliminated.

Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term investments at banks with original maturities of three months or less from the date of acquisition.

Marketable securities

Marketable securities are carried at the lower of cost or market value.

Property and equipment

Property and equipment are carried at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives of the assets.

Computer equipment	5 years
Office furniture and equipment	5 years
Leasehold improvements	over the term of the lease

Mineral properties

Direct costs related to the acquisition and exploration of mineral properties held or controlled by the Company are deferred on an individual property basis until the viability of a property is determined. Administration costs and general exploration costs are expensed as incurred. When a property is placed in commercial production, deferred costs will be depleted using the units-of production method. Management of the Company periodically reviews the recoverability of the capitalized mineral properties. Management takes into consideration various sources of information including, but not limited to, results of exploration activities conducted to date, estimated future metal prices, and reports and opinions of outside geologists, mine engineers, and consultants. When it is determined that a project or property will be abandoned, the costs are written-off, or if its carrying value has been impaired, the mineral properties and deferred costs are written down to fair value.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers, or title may be affected by undetected defects.

Asset retirement obligation

The fair value of a liability for an asset retirement obligation is recognized when a reasonable estimate of fair value can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost is allocated to expenses using a systematic and rational method and is adjusted to reflect period-to-period changes in the

F17.2-8

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

	liability resulting from passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flow. As at June 30, 2006, the Company does not have any asset retirement obligations.
	Translation of foreign currency
	Monetary assets and liabilities are translated into Canadian dollars using period-end exchange rates. Non-monetary items are translated at rates prevailing at acquisition or transaction dates. Expense items are translated into Canadian dollars at the rate of exchange in effect at the date of the related transaction. All exchange gains or losses arising on translation are included in results of operations for the period.
	Income taxes
	The Company uses the liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are recognized for temporary differences between tax and accounting basis of assets and liabilities. Future income tax assets or liabilities are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.
4	Marketable securities

	June 30, 2006
	Market value	Carrying value
	$	$
Quaterra Resources Inc.
- 798,460 common shares	1,133,813	142,320
Glamis Gold Ltd.
- 17 common shares	719	848
	1,134,532	143,168

During the six-month period ended June 30, 2006, the Company sold 700,000 common shares of Quaterra Resources Inc. for proceeds of $995,349 for a gain of $870,577. The Company received 1.498 million common shares of Quaterra Resources Inc. shares on May 3, 2006 as part of the Plan of Arrangement (note 2). The shares were transferred at a carrying value of $267,092. The gain on sale of marketable securities is calculated by subtracting the weighted average carrying value of the shares sold from the net proceeds received from the sale.

5 Property and equipment

			June 30, 2006	2005
		Accumulated	Net book	Net book
	Cost	amortization	value	value
	$	$	$	$
Computer equipment	69,634	25,797	43,837	50,839
Office furniture and
equipment	24,486	5,005	19,481	21,943
Leasehold improvements	63,203	10,484	52,719	36,545
	157,323	41,286	116,037	109,327

F17.2-9

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

6 Mineral properties

		Costs		Costs
		incurred		incurred
	December 31,	during	December 31,	during the	June 30,
	2004	2005	2005	period	2006
	$	$	$	$	$
Canada
Carmacks
Acquisition	4,000,000	-	4,000,000	-	4,000,000
Advance royalty	100,000	100,000	200,000	100,000	300,000
	4,100,000	100,000	4,200,000	100,000	4,300,000
Mexico
Almoloya
Acquisition	111,742	55,274	167,016	-	167,016
Exploration	42,152	14,346	56,498	-	56,498
	153,894	69,620	223,514	-	223,514
	4,253,894	169,620	4,423,514	100,000	4,523,514

Carmacks (100% - Yukon, Canada)

In 1989, Western Copper’s predecessor acquired 50% of the Carmacks Copper Project, which consists of mineral claims in the Whitehorse Mining district of the Yukon Territory, Canada. Under an arrangement dated September 30, 1996, Western Copper’s predecessor acquired the remaining 50% of the Carmacks Copper Project. At the time, that company was in the process of obtaining the necessary permits to commence commercial production. This process was suspended when copper prices fell below the break-even point for the project and remained at levels for which the project was not economic. Accordingly, in the year ended September 30, 2001, the property was written down to $4,000,000.

The previous owners of the property shall, at the Company’s election, retain either a 15% net profits royalty or a 3% net smelter royalty. The Company is required to make an advance royalty payment of $100,000 for any year in which the average daily copper price reported by the London Metal Exchange is US$1.10 per pound or greater.

The Company has signed a project agreement with the Yukon Government and has recommenced the permitting process.

F17.2-10

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

	Almoloya (100% - Chihuahua, Mexico)
	The Company has staked claims at the Almoloya silver prospect, northeast of the city of Parral in the state of Chihuahua, Mexico.
	On July 28, 2005, the Company and Queenston Mining Inc. signed a letter of intent. Under the letter of intent Queenston Mining Inc. can earn a 60% interest in the property through staged exploration expenditures of US$1.5 million over a four year period, with minimum expenditures of US$200,000 in the first year. Queenston can earn an additional 15% interest by completing a feasibility study and making a production decision at which time the Company can either elect to contribute 25% of capital expenditures required to achieve production or convert its participating interest to a 15% net profits interest.
7	Share capital and contributed surplus
	a)	Share capital
	Authorized - Unlimited common shares without par value
	Issued - 49,467,413 common shares
	Western Silver Corporation received 100,000,000 Class A voting shares when it incorporated Western Copper Corporation as a wholly-owned subsidiary on March 17, 2006. The class A voting shares were redeemed at their par value of $0.0001 per Class A voting share as part of the Plan of Arrangement on May 3, 2006.
	b)	Contributed surplus
	Contributed surplus represents the value of vested stock options and share purchase warrants that have not expired, been cancelled, or been exercised.
	The historical contributed surplus balance at May 3, 2006 includes amounts paid by Western Silver to finance its copper business since 1989, when the rights to the Carmacks property claims were acquired.
	On May 3, 2006, the carrying value of Western Silver’s copper business assets transferred as a part of the Plan of Arrangement was allocated to share capital (note 2).

F17.2-11

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

8	Stock options and warrants
	a)     Stock options
	Based on the Company’s Stock Option Plan, the Company may issue stock options for the purchase of up to 10% of issued capital. The exercise price of the stock options shall be greater than, or equal to, the market value of the Company’s common shares on the last trading day immediately preceding the date of grant. Stock options vest over a two year period from the date of grant unless otherwise determined by the directors. The maximum stock option term is 10 years. At June 30, 2006, the Company could issue an additional 1,684,573 stock options.
	A summary of the Company’s stock options outstanding at June 30, 2006 and the changes for the period then ended, is presented below:

	Six months		Weighted average
	ended June 30,		exercise price
	2006		$
Balance outstanding – Beginning of period	-		-
Granted - pursuant to the Plan of Arrangement	1,973,168		0.88
Granted – May 16, 2006	1,470,000		2.00
Exercised	(221,000	)	0.88
Balance outstanding – End of period	3,222,168		1.39

Stock options outstanding at June 30, 2006 are as follows:

	Options	Weighted
Exercise	outstanding at	average	Average remaining
price	June 30,	exercise price	contractual life
$	2006	$	(years)
0.88	1,752,168	0.88	1.64
2.00	1,470,000	2.00	4.88
	3,222,168	1.39	3.12

Of the total stock options granted and outstanding, 1,752,168 were vested and exercisable at June 30, 2006. The exercise price of vested stock options is $0.88.

F17.2-12

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

b)     Stock-based compensation

The fair value of all stock options granted by the Company to employees, and non-employees, is treated as compensation costs in accordance with CICA Handbook section 3870 Stock-based Compensation. These costs are charged to the statement of loss, or are capitalized, over the stock option vesting period. The Company’s allocation of stock-based compensation is consistent with its treatment of other types of compensation for each recipient.

Stock-based compensation has been allocated to the following line items:

	Three months ended		Six months ended
	June 30,		June 30,
	2006	2005	2006	2005
	$	$	$	$
Exploration
Carmacks	59,660	-	59,660	-
Adminstrative expenses
Office and administration	131,254	-	131,254	-
Promotion and travel	28,339	-	28,339	-
	219,253	-	219,253	-

The value of stock-based compensation awards is determined by using the Black-Scholes option pricing model and is determined at the time of grant.

The most recent stock option grant occurred May 16, 2006. The valuation of those stock options was based on the following assumptions:

Average risk-free interest rate	2.94%
Expected dividend yield	-
Expected stock price volatility	82.6%
Expected option term, in years	3.50

F17.2-13

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

c)     Warrants

A summary of the Company’s warrants outstanding at June 30, 2006 and the changes for the period then ended, is presented below:

		Weighted
	Six months	average
	ended June 30,	exercise price
	2006	$
Balance outstanding –
Beginning of period	-	-
Warrants issued pursuant to the Plan of Arrangement	2,562,979	3.50
Balance outstanding –
End of period	2,562,979	3.50

Warrants outstanding and exercisable at June 30, 2006 are as follows:

	Warrants
Exercise	outstanding at	Remaining
price	June 30,	contractual life
$	2006	(years)
3.50	2,562,979	1.84

The value of warrants is determined by using the Black-Scholes option pricing model and is determined at the time of grant.

The valuation of the warrants was based on the following assumptions:

Average risk-free interest rate	2.76%
Expected dividend yield	-
Expected stock price volatility	69.97%
Expected option term, in years	2.00

	Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options and/or share purchase warrants granted and/or vested during the period.
9	Commitments
	The Company has an agreement to sublease office space which expires October 29, 2009. The total amount of payments remaining during the course of the agreement is $872,593, of which $261,778 is due over the next 12 months. The remaining $610,815 is due between July 1, 2007 and October 29, 2009.

F17.2-14

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

10	Segmented information
	Industry information
	The Company operates in one reportable operating segment, being the acquisition, exploration, and future development of resource properties.
	Geographic information
	All interest is earned in Canada.
	The Company’s mineral properties are located in Canada and Mexico. The geographical breakdown of mineral properties is shown in note 6.
	All other non-current assets are held in Canada.
11	Financial instruments
	The Company’s financial instruments consist of the following items:
	Cash and cash equivalents, accounts receivable, and accounts payable - Due to the short-term nature of these instruments, their carrying value approximates their fair value.
	Marketable securities - The market value of marketable securities as at the date of these financial statements is shown in note 4.
12	Supplemental cash flow information
	Western Copper received working capital items as part of the Plan of Arrangement (note 2). The Company did not have to expend any cash to acquire these items. Their carrying value at the time of the transfer was allocated to share capital.

	Three Months Ended June 30,			Six Months Ended June 30,
	2006		2005	2006		2005
	$		$	$		$
Change in non-cash working capital items
Marketable securities	(848	)	-	(848	)	-
Accounts receivable relating to operations	(31,839	)	-	(31,839	)	-
Prepaid expenses	(117,000	)	-	(117,000	)	-
Accounts payable and accrued liabilities
relating to operations	175,356		-	176,356		-
	25,669		-	26,669		-

F17.2-15

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

13	Material differences between Canadian and United States generally accepted accounting principles (GAAP)
	Western Copper prepares its consolidated financial statements in accordance with accounting principles generally accepted in Canada (Canadian GAAP), which differ in certain material respects from those principles that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The effects of significant measurement differences between Canadian and U.S. GAAP are described below.
	Balance Sheets

	As at		As at
	June 30,		December 31,
	2006		2005
	$		$
Marketable securities – under Canadian GAAP	143,168		-
Unrealized gain on securities held-for-trading (b)	991,364		-
Marketable securities - under U.S. GAAP	1,134,532		-
Mineral properties - under Canadian GAAP	4,523,514		4,423,514
Cumulative exploration expenditures written off
under U.S. GAAP (a)	(523,514	)	(423,514	)
Mineral properties - under U.S. GAAP	4,000,000		4,000,000
Shareholders’ equity - under Canadian GAAP	42,045,589		4,432,841
Measurement differences
Cumulative exploration expenditures written off
under U.S. GAAP (a)	(523,514	)	(423,514	)
Cumulative unrealized gain on securities held-
for-trading (b)	991,364		-
Shareholders’ equity - under U.S. GAAP	42,513,439		4,009,327

F17.2-16

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

Statements of Loss and Deficit

	Three months ended				Six months ended
	June 30,				June 30,
	2006		2005		2006		2005
	$		$		$		$
Earnings (Loss) for the period - under
Canadian GAAP	(44,212	)	(69,249	)	(157,343	)	(208,778	)
Exploration expenditures for the period (a)	(100,000	)	(1,511	)	(100,000	)	(14,866	)
Unrealized gain on securities held-for-trading
(b)	991,364		-		991,364		-
Earnings (Loss) and comprehensive income
(loss) for the period - under U.S. GAAP	847,152		(70,760	)	734,021		(223,644	)
Retained Earnings (Deficit) - under U.S.
GAAP, Beginning of period	(18,105,881	)	(17,345,839	)	(17,992,750	)	(17,192,955	)
Earnings (Loss) and comprehensive income
(loss) for the period - under U.S. GAAP
(a), (b), (c)	847,152		(70,760	)	734,021		(223,644	)
Retained Earnings (Deficit) - under U.S.
GAAP, End of period	(17,258,729	)	(17,416,599	)	(17,258,729	)	(17,416,599	)

Statements of Cash Flows

Operating activities	Three months ended				Six months ended
	June 30,				June 30,
	2006		2005		2006		2005
	$		$		$		$
Cash provided by (used in) operating
activities, under Canadian GAAP	(663,944	)	(69,249	)	(776,075	)	(208,778	)
Adjustment for mineral properties and
deferred exploration (a)	-		(1,511	)	(100,000	)	(116,377	)
Cash provided by (used) in operating
activities, under U.S. GAAP	(663,944	)	(70,760	)	(876,075	)	(325,155	)

F17.2-17

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

Investing activities	Three months ended			Six months ended
	June 30,			June 30,
	2006	2005		2006	2005
	$	$		$	$
Cash provided by (used in) investing
activities, under Canadian GAAP	998,261	(10,150	)	882,716	(127,501	)
Adjustment for mineral properties and
deferred exploration (a)	-	1,511		100,000	116,377
Cash provided by (used in) investing
activities, under U.S. GAAP	998,261	(8,639	)	982,716	(11,124	)

a)     Mineral property exploration expenditures

Mineral property exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 3.

For U.S. GAAP purposes, mineral property acquisition costs, exploration expenditures, periodic option payments relating to mineral properties for which commercial feasibility has not yet been established and administrative expenditures are expensed as incurred.

Mineral property acquisition costs and development expenditures incurred subsequent to the determination of the feasibility of mining operations are deferred until the property to which they relate is placed into production, sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred.

Mineral property acquisition costs include the cash consideration and the fair value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant agreement. Mineral properties are written off if the property is sold, allowed to lapse, abandoned, or when impairment in the value has been determined to have occurred. Mineral property sales proceeds or option payments received for exploration rights are treated as cost recoveries.

b)     Securities held-for-trading

Under U.S. GAAP, securities that are held-for-trading are recorded at fair value and unrealized gains or losses are included in earnings.

c)     Comprehensive Income

U.S. GAAP requires disclosure of comprehensive income (loss) which is intended to reflect all other changes in equity except those resulting from contributions by, and payments to owners.

F17.2-18

Western Copper Corporation

Notes to the Consolidated Financial Statements (unaudited)

June 30, 2006

(expressed in Canadian dollars)

	d)	Recent U.S. accounting pronouncements
	During June 2005, the FASB issued SFAS No. 154, Accounting for Changes and Error Corrections. The new standard requires that entities which make a voluntary change in accounting principle apply that change retroactively to prior period financial statements, unless this would be impracticable. For changes in methods of depreciation, amortization or depletion for long-lived assets, the change must be accounted for prospectively, as a change in estimate. SFAS No. 154 is effective for the company’s 2006 financial statements and is not expected to impact earnings.
	e)	Recent Canadian accounting pronouncements
	CICA Handbook Section 3831 “Non-Monetary Transactions” will be applicable to the Business commencing with the 2006 financial year. Reporting of the Business’ results is not expected to be materially affected by this standard.
	In January 2005, the CICA issued three new standards relating to financial instruments. These standards are applicable for fiscal years beginning on or after October 1, 2006. The Business is currently reviewing the impact of these new standards. These standards are as follows:
	Financial instruments – Recognition and Measurement, Section 3855:
	This standard prescribes when a financial asset, financial liability, or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used. It also specifies how financial instruments gains or losses are to be presented.
	Hedges, Section 3865:
	This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes. It builds on the existing Accounting Guideline AcG-13 “Hedging Relationships”, and Section 1650 “Foreign Currency Translation”, by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.
	Comprehensive Income, Section 1530:
	This standard introduces new rules for the reporting and display of comprehensive income. Comprehensive income, which is currently reported under US GAAP, is the change in shareholder’s equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. These items include minimum pension liability adjustments, holding gains and losses on certain investments, gains and losses on certain derivative instruments and foreign currency gains and losses related to self-sustaining foreign operations (cumulative translation adjustment).
14	Subsequent events
	a)	Western Copper received the $6 million receivable pursuant to the Plan of Arrangement outstanding at June 30, 2006 in early July 2006.
	b)	On November 30, 2006, the Company acquired Lumina Resources Corporation. Pursuant to the terms of the Agreement, Lumina shareholders received one common share of Western Copper Corporation for each Lumina common share. In addition, each Lumina stock option was exchanged for one Western Copper stock option. The stock option terms remained the same. Western Copper Corporation issued 21,301,442 common shares and granted 1,185,000 stock options. In return, Western Copper gained three copper and precious metals properties in geopolitically stable areas. The three properties owned by Lumina are the 91,000 acre Hushamu property in the North Vancouver Island copper belt, the Casino property in Canada's Yukon and Redstone property with 13,990 acres of mining leases and 55 mineral claims totaling 73,000 acres in the Northwest Territories.

F17.2-19

EX-17.3

F17.3-1

 

Grant Thornton LLP
Chartered Accountants
Management Consultants

Report of Independent Registered Chartered Accounting Firm

To the Shareholders of Lumina Resources Corp.

We have audited the accompanying consolidated balance sheets of Lumina Resources Corp. (An Exploration Stage Enterprise) and subsidiaries, as at March 31, 2006 and 2005 and the consolidated statements of operations and deficit and cash flows for the year ended March 31, 2006 and for the period from inception (February 28, 2005) to March 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in Canada. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lumina Resources Corp. and subsidiaries as at March 31, 2006 and 2005 and the results of their operations and their cash flows for the year ended March 31, 2006 and for the period from inception (February 28, 2005) to March 31, 2005 in accordance with Canadian generally accepted accounting principles.

Canadian generally accepted accounting principles vary in certain respects from accounting principles generally accepted in the United States of America. Information related to the nature of effect of these differences is presented in Note 13 to the consolidated financial statements.

Our previous report dated May 12, 2006 has been withdrawn and the financial statements have been restated as explained in Note 1(b).

Vancouver, Canada
May 12, 2006, except as to Note 1 (b) which is	Chartered Accountants
as of October 5, 2006 and Notes 13 and 14(b)
which are as of March 9, 2007

Grant Thornton Place

Suite 1600

333 Seymour Street

Vancouver, BC V6B 0A4

T (604) 687-2711

F (604) 685-6569

E Vancouver@GrantThornton.ca

W www.GrantThornton.ca

Canadian Member of Grant Thornton International

F17.3-2

LUMINA RESOURCES CORP.
(An Exploration Stage Enterprise)

CONSOLIDATED BALANCE SHEETS

		March 31,			March 31,
		2006			2005
		(Restated -Note 1(b))
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,289,787		$	1
Receivables		18,582			-
Prepaid expenses		1,425			-
TOTAL CURRENT ASSETS		1,309,794			1
EQUIPMENT (Note 3)		18,480			-
MINERAL PROPERTIES (Notes 1(b) and 4)		4,635,474			-
TOTAL ASSETS	$	5,963,748		$	1
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	158,587		$	-
FUTURE INCOME TAX (Notes 10 and 12)		668,151			-
TOTAL LIABILITIES		826,738			-
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (Notes 1(b) and 6)		6,022,277			1
CONTRIBUTED SURPLUS (Notes 1(b) and 7(b))		247,021			-
DEFICIT		(1,132,288	)		-
TOTAL SHAREHOLDERS’ EQUITY		5,137,010			1
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,963,748		$	1
Subsequent events (Note 14)

See Accompanying Notes to the Consolidated Financial Statements

F17.3-3

LUMINA RESOURCES CORP.
(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

					For the Period
					from inception
		For the Year			(February 28,
		Ended			2005)
		March 31,			to March 31,
		2006			2005
		(Restated - Note 1(b))
GENERAL AND ADMINISTRATIVE
EXPENSES
Stock-based compensation	$	233,629		$	-
Investor relations and promotion		97,753			-
Management and consulting services		54,945			-
Audit and accounting		36,195			-
Office and administration		32,820			-
Regulatory and transfer agent fees		22,650			-
Amortization		13,641			-
Legal		889			-
Less: interest income		(28,385	)		-
LOSS FOR THE PERIOD		(464,137	)		-
DEFICIT, BEGINNING OF PERIOD		-			-
Future income tax liability assumed on
reorganization (Notes 1(a) and 10)		(668,151	)		-
DEFICIT, END OF PERIOD		(1,132,288	)		-
BASIC AND DILUTED LOSS PER SHARE	$	(0.03	)	$	-
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		18,209,236			-

See Accompanying Notes to the Consolidated Financial Statements

F17.3-4

LUMINA RESOURCES CORP.
(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

					For the Period
					from inception
		For the Year			(February 28,
		Ended			2005)
		March 31,			to March 31,
		2006			2005
		(Restated–Note 1(b))
CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net loss for the period	$	(464,137	)	$	-
Items not involving cash:
Amortization		13,641			-
Stock-based compensation		233,629			-
Net changes in non-cash working capital items:
Receivables		(4,930	)		-
Prepaid expenses		1,158			-
Accounts payable and accrued liabilities		38,551			-
		(182,088	)		-
FINANCING ACTIVITIES
Shares issued for cash
- upon incorporation		-			1
- upon reorganization of Lumina (Note 1)		3,791,427			-
- upon exercise of options		3,380			-
		3,794,807			1
INVESTING ACTIVITIES
Purchase of equipment		(12,473	)		-
Expenditures on mineral properties		(2,430,280	)		-
Accounts payable and accrued liabilities incurred for
mineral property expenditures		119,820			-
		(2,322,933	)		-
INCREASE IN CASH AND CASH EQUIVALENTS		1,289,786			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		1			-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,289,787		$	1
Supplemental cash flow information (Note 9)

See Accompanying Notes to the Consolidated Financial Statements

F17.3-5

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

1.	NATURE OF OPERATIONS
	(a)	Operations
		Lumina Resources Corp. (the “Company”) was incorporated on February 28, 2005, pursuant to the Business Corporations Act of British Columbia and was inactive until May 19, 2005. On this date, Lumina Copper Corp. (“Lumina”) completed a reorganization, by way of a statutory plan of arrangement, and restructured into four separate companies, the existing company, which changed its name to Regalito Copper Corp., and three new companies. Shareholders of Lumina received one share of each of the three new companies for each share held in the existing company.
		The Company is one of the three new companies formed under the reorganization. The Company received all of the issued and outstanding shares of CRS Copper Resources Corp. (“CRS”) and Moraga Resources Ltd. (“Moraga”), which together hold a 100% interest in the Hushamu, Redstone and Casino properties. The Company also received cash and other assets from Lumina. In consideration, the Company issued 20,917,441 common shares. The shares were valued at $5,994,970, being the aggregate value of the cash received and the carrying value of the vended net assets, at the date of the reorganization. As the reorganization of Lumina resulted in no substantive change in the beneficial ownership of Lumina and the ownership interests of the Company were identical to that of Lumina on the date of reorganization, the vended net assets have been recorded at their carrying values to Lumina on the date of reorganization.
		The net assets acquired by the Company on May 19, 2005 were as follows:

Cash	$	3,791,427
Net working capital		35,667
Mineral properties		2,167,876
		5,994,970
Future income tax liability assumed (Note 10)		(668,151	)
	$	5,326,819

	Pursuant to anti-dilution provisions of options and warrants outstanding in Lumina on the date of reorganization, the Company granted options for the purchase of up to 875,000 common shares to holders of Lumina options (Note 7) and issued warrants for the purchase of up to 100,000 common shares (Note 8).
	The Company is engaged in the identification, acquisition, exploration and development of mineral resources and is considered to be in the exploration stage as it has not placed any of its mineral properties into production.
	The Company has entered into mineral property acquisition and option agreements that will require future outlays of cash in order to maintain the properties and options in good standing or in order to fulfil contractual obligations. The Company’s continuing operations as intended are dependent on management’s ability to raise required funding through future equity issuances, asset sales or a combination thereof.
(b)	Restatement
	As disclosed in Note 1(a), the Company granted options for the purchase of up to 875,000 common shares to the holders of Lumina options on the date of the reorganization.

F17.3-6

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

The Company’s financial statements have been restated to record the fair value of these options in accordance with CICA 3870.

The Company has also recognized additional stock based compensation on certain options granted subsequent to the reorganization.

These restatements have resulted in the following changes to the Company’s consolidated financial statements:

		As at
		March 31, 2006
Mineral properties
As previously reported	$	4,598,156
Increase in capitalized stock-based compensation expense related to
875,000 options		36,200
Increase in capitalized stock-based compensation related to the vesting of
options granted subsequent to the reorganization		1,118
As restated	$	4,635,474
Share Capital
As previously reported	$	5,999,985
Fair value of options exercised .		22,292
As restated	$	6,022,277
Contributed surplus
As previously reported	$	85,011
Fair value of options exercised		(22,292	)
Increase in stock-based compensation expense related to 875,000 options		121,111
Increase in stock-based compensation related to the vesting of options
granted subsequent to the reorganization		63,191
As restated	$	247,021

F17.3-7

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

1. NATURE OF OPERATIONS (continued)

(b) Restatement (continued)

Deficit
As previously reported	$	(985,304	)
Increase in stock-based compensation expense related to 875,000 options		(84,911	)
Increase in stock-based compensation related to the vesting of options
granted subsequent to the reorganization		(62,073	)
As restated	$	(1,132,288	)

		Year Ended
		March 31, 2006
Stock-based compensation
As previously reported	$	86,645
Increase in stock-based compensation expense related to 875,000 options		84,911
Increase in stock-based compensation related to the vesting of options
granted subsequent to the reorganization		62,073
As restated	$	233,629
Net loss for the period
As previously reported	$	(317,153	)
Increase in stock-based compensation expense related to 875,000 options		(84,911	)
Increase in stock-based compensation related to the vesting of options
granted subsequent to the reorganization		(62,073	)
As restated	$	(464,137	)
Basic and diluted loss per share
As previously reported	$	(0.02	)
Increase in stock-based compensation expense related to 875,000 options		(0.01	)
Increase in stock-based compensation related to the vesting of options
issued subsequent to the reorganization		-
As restated	$	(0.03	)

F17.3-8

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

2. SIGNIFICANT ACCOUNTING POLICIES

(a)	Principles of presentation
	The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in Canada. As described in note 13, these principles differ in certain material respects from accounting principles generally accepted in the United States.
	These consolidated financial statements are presented in Canadian dollars and they include the accounts of Lumina Resources Corp. and its wholly-owned subsidiaries, CRS and Moraga.
(b)	Management estimates
	The preparation of financial statements in conformity with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(c)	Cash and cash equivalents
	Cash and cash equivalents include cash on hand, demand deposits and short term, highly liquid investments that are readily convertible to known amounts of cash within ninety days of purchase.
(d)	Equipment
	Equipment is stated at cost. Amortization is provided on the declining balance basis on furniture and office equipment at 20% per annum and on computer equipment at 30% per annum.
(e)	Mineral properties
	The Company capitalizes all direct costs related to investments in mineral property interests on a property by property basis. Such costs include mineral property acquisition costs and exploration and development expenditures, net of any recoveries. Costs are deferred until such time as the extent of mineralization has been determined and mineral property interests are either developed, the property sold or the mineral rights are allowed to lapse.
	Capitalized costs are reviewed, on a property by property basis, to consider whether there are any conditions that may indicate impairment. When the carrying value of a property exceeds its net recoverable amount estimated by quantifiable evidence of an economic geological resource or reserve, joint venture expenditure commitments or the Company’s assessment of its ability to sell the property for an amount less than the deferred costs, the property is written down for the impairment in value.
	From time to time the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement. Where the options are exercisable entirely at the discretion of the Company or the optionee, the amounts payable or receivable are recorded as property costs or recoveries when the payments are made or received.

F17.3-9

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

	Capitalized costs are depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or the claims allowed to lapse.
	Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.
(f)	Stock based compensation
	The Company follows the recommendations of CICA Handbook Section 3870, “Stock-based Compensation and Other Stock-based Payments.” This Section establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services. This standard requires that all stock- based awards made to employees and non-employees be measured and recognized using a fair value based method.
(g)	Income taxes
	The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the period. Future income tax assets and liabilities are recognized in the period for temporary differences between the tax and accounting bases of assets and liabilities as well as for the potential benefit of income tax losses carried forward to future years.
	Future income tax assets and liabilities are measured using enacted or substantively enacted tax rates and laws expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect of a change in tax rates on future income tax assets and liabilities is recognized in operations in the period that includes the substantive enactment date. A valuation allowance is recognized to the extent it is considered not likely that future income tax assets will be realized.
(h)	Amounts per share
	Amounts per share are calculated using the weighted average number of shares outstanding. The Company uses the treasury stock method to calculate fully diluted earnings per share. Diluted per share amounts are not presented as the effect of the exercise of outstanding options and warrants is anti-dilutive. 1,298,000 stock options and 100,000 warrants were excluded from the earning per share calculation as at March 31, 2006.
(i)	Environmental protection practices
	The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest.

F17.3-10

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

	The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company.
(j)	Capital stock issued for other than cash
	Capital stock issued for other than cash is valued at the price at which the stock traded on the principal stock exchange on which the stock trades at the time the agreement to issue the stock is made or, if such issuance is at the option of the Company, at the time the Company determines to issue such stock.
(k)	Flow-through financing
	The Company has financed a portion of its exploration activities through the issue of flow- through shares, which transfer the tax deductibility of exploration expenditures to the investor. The proceeds received on the issue of such shares have been credited to capital stock. Resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation. When these expenditures are renounced, temporary taxable differences created by the renunciation will reduce share capital.
(l)	Asset retirement obligations
	The Company recognizes the fair value of liabilities for asset retirement obligations in the period in which a reasonable estimate of such costs can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long- lived asset. Subsequently, the asset retirement cost is allocated to expenses using a systematic and rational method and is also adjusted to reflect period-to-period changes in the liability resulting from passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flow. As at March 31, 2006, the Company did not have any asset retirement obligations.

3. EQUIPMENT

				2006				2005
				Accumulated		Net Book		Net Book
		Cost		Amortization		Value		Value
Furniture and office equipment	$	32,121	$	13,641	$	18,480	$	-

F17.3-11

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

4.	MINERAL PROPERTIES
	At March 31, 2006, the Company's mineral properties are comprised of properties located in Canada.

		Hushamu			Redstone		Casino		Total
Balance, at inception and
at March 31, 2005	$	-		$	-	$	-	$	-
Additions during year:
Property acquisition (Note 1)		535,591			830,921		801,364		2,167,876
Staking		-			222,226		-		222,226
Option payment		40,000			-		-		40,000
Property exploration
Drilling		593,788			-		-		593,788
Geological		348,668			225,552		1,552		575,772
Air transport		33,058			266,052		-		299,110
Travel & accommodation		184,537			55,219		-		239,756
Assays		200,072			-		-		200,072
Geophysical		132,805			24,780		-		157,585
Taxes and filing fees		53,591			29,180		2,415		85,186
Stock based compensation		37,318			-		-		37,318
Security deposit		3,500			25,000		-		28,500
Recoveries		(11,715	)		-		-		(11,715	)
Balance, March 31, 2006
(as restated)	$	2,151,213		$	1,678,930	$	805,331	$	4,635,474

(a)	Hushamu Property
	The Company owns a 100% interest in the Hushamu Property, which consists of 163 mineral claims located on northern Vancouver Island, British Columbia. Should a production decision be made to commercially develop these claims, a payment of $1,000,000 is payable to a former owner. In addition, the claims are subject to a 10% net profits interest royalty.
	Pursuant to a letter agreement dated February 3, 2005, the Company obtained an option to acquire a 100% interest in 54 mineral claims located on Vancouver Island, British Columbia, Canada in consideration of cash payments in the aggregate of $200,000, payable over a three year period (as of March 31, 2006, $40,000 paid by the Company, $20,000 paid by the predecessor company). Should a production decision be made, an additional $800,000, payable in cash or in shares at the Company’s election, will be paid to the optionor. The mineral claims comprise 14,600 hectares surrounding the Company’s Hushamu Property.
	As additional consideration for this option, the Company granted the right to the optionor to explore and exploit the Hushamu claims for non-metallic industrial minerals, subject to the Company’s right to terminate such activities should such right conflict with the Company’s plans for the property.
(b)	Redstone Property
	The Company owns a 100% interest in the Redstone Property which consists of 55 mineral claims and 5 mineral leases expiring in 2013 covering 60 units in the Coates Lake area of the Northwest Territories, Canada. The mineral leases are subject to a net smelter return royalty of 3% to 4%, depending on the average price of copper at the time of production.

F17.3-12

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

4.	MINERAL PROPERTIES (continued)
	(c)	Casino Property
		The Casino property encompasses 161 mining claims, all of which are subject to a 5% net profits royalty. A third party has a pre-existing option to purchase 55 of the claims for $1 each and a 10% net profits royalty.
		Pursuant to an agreement dated July 15, 2002 with Great Basin Gold Ltd. the Company has an option to purchase a 100% interest in the Casino Deposit claim group located in the Whitehorse Mining Division, Yukon Territory, Canada. The option may be exercised at any time until July 15, 2007 by paying $1,000,000 to Great Basin.
5.	RELATED PARTY TRANSACTIONS
	The Company paid $53,099 for management and geological consulting services to its president.
	The Company shares general and administrative expenses on a pro-rata basis with four other companies having certain directors in common. These expenses include $6,993 for rental of office space and $11,763 for management fees. Included in accounts payable and accrued liabilities is an amount of $8,007 owed to one of the companies for shared expenses.
	The foregoing related party transactions are recorded at the exchange amount, which is the amount of consideration paid or received as established and agreed to between the parties. The exchange amount was negotiated and established and agreed to by the related parties as if they were dealing at arm’s length.
6.	SHARE CAPITAL
	(a)	Authorized
		An unlimited number of common shares without par value.
	(b)	Issued and outstanding
		Common shares:

	Number of
	Shares		Amount
Shares issued on incorporation	1	$	1
Issued pursuant to the reorganization of Lumina
(Note 1(a)) for cash and other consideration:
- for cash	20,917,441		3,791,427
- for mineral properties	-		2,167,876
- for net working capital	-		35,667
	20,917,442		5,994,971
Exercise of options (Note 7)
- for cash	92,000		3,380
- fair value of options exercised	-		23,926
Balance, March 31, 2006 (as restated)	21,009,442	$	6,022,277

F17.3-13

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

7.	STOCK OPTIONS
	(a)	Options Outstanding
		Pursuant to the reorganization of Lumina (Note 1(a)), holders of Lumina options received options to purchase the same number of common shares of the Company at exercise prices deemed to be 0.8% of the original exercise price of the Lumina options. Options to acquire 875,000 common shares were granted in this connection.
		Under the Company’s stock option plan, the board of directors may grant options for the purchase of up to a total of 10% of the total number of issued and outstanding common shares of the Company. Options granted under the plan vest over time at the discretion of the board of directors. Exercise prices on options granted under the plan are determined by reference to the market value on the date of the grant,

Summary of the Company’s stock options as at March 31, 2006 and changes during the period then ended is as follows:

		Weighted
		Average
	Number	Exercise
	of Shares	Price
Granted pursuant to reorganization	875,000	$0.03
Granted subsequent to reorganization	515,000	0.54
Exercised	(92,000)	0.04
Outstanding at March 31, 2006	1,298,000	$0.27

At March 31, 2006, the Company has outstanding stock options to purchase an aggregate 1,298,000 common shares as follows:

	Options Outstanding		Options Exercisable
Number		Exercise	Number	Exercise
of Shares	Expiry Date	Price	of Shares	Price
450,000	June 6, 2008	$0.01	450,000	$0.01
25,000	August 8, 2008	0.01	25,000	0.01
150,000	October 17, 2008	0.03	150,000	0.03
100,000	April 20, 2009	0.07	25,000	0.07
38,000	December 2, 2009	0.04	38,000	0.04
20,000	January 27, 2010	0.05	20,000	0.05
240,000	June 17, 2010	0.75	79,500	0.75
5,000	August 23, 2010	0.43	5,000	0.43
270,000	January 13, 2011	0.36	90,002	0.36
1,298,000		$0.27	882,502	$0.12

F17.3-14

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

7. STOCK OPTIONS (continued)

(b) Stock Based Compensation

	Number of			Fair Value Amount
	Options			Unvested		Vested
				(Restated)		(Restated)
Granted pursuant to reorganization	875,000		$	9,249	$	130,406
Granted subsequent to reorganization	515,000			89,623		140,541
Exercised	(92,000	)		-		(23,926	)
Unexercised options, March 31, 2006
(as restated)	1,298,000		$	98,872	$	247,021

The fair value used to calculate the compensation expense related to the stock options issued is estimated using the Black-Scholes Option Pricing Model with the following assumptions:

Weighted average:
Risk-free interest rate	3.10%
Expected dividend yield	-
Expected stock price volatility	99%
Expected option life in years	2

	Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate.
8.	WARRANTS
	Pursuant to the reorganization of Lumina (Note 1(a)), warrants were issued by Lumina that enable the holder to acquire up to 100,000 common shares of each of the four companies created under the reorganization (“Lumina Warrants”). The Lumina Warrants were exercisable until March 14, 2007 at $9.22 per share from which the Company would receive 0.76% of the proceeds or $0.07 per exercise. The Lumina Warrants were not exercisable except to acquire common shares of all four companies concurrently.
	On February 14, 2006, the Lumina Warrants were cancelled. The Company issued replacement warrants for the acquisition of up to 100,000 common shares exercisable at a price of $0.07 per share to March 14, 2007 and exercisable independently of the warrants issued by the other companies created under the amalgamation. The replacements were accounted for as a modification of the Lumina warrants and did not result in an increase in value of the warrants.

F17.3-15

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

9. SUPPLEMENTAL CASH FLOW INFORMATION

Significant non-cash financing and investing activities
Common shares issued pursuant to the reorganization of
Lumina (Note 1) for:
- mineral properties	$	2,167,876
- net working capital		35,667

10.	FLOW-THROUGH SHARES
	Flow-through shares entitle a company that incurs certain resource expenditures in Canada to renounce them for tax purposes allowing the expenditures to be deducted for income tax purposes by the investors who purchased the shares. A future income tax liability arises from the renunciation of mineral exploration costs to investors of flow-through shares.
	In December, 2004, Lumina Copper Corp. raised $2,135,000 from the issuance of flow-through shares for its subsidiary at the time, CRS (Note 1(a)). Substantially all the proceeds raised by the issuance of the flow-through shares have been spent on qualified mineral exploration expenditures by CRS after the reorganization (while CRS was a subsidiary of the Company) while the exploration costs were renounced by Lumina Copper Corp. before the reorganization. As such, the mineral properties transferred to the Company as part of the reorganization have a tax basis that is less than their accounting basis to the extent that exploration expenditures had been renounced by Lumina Copper Corp. before the May 19, 2005 reorganization thus resulting in the assumption of a future income tax liability by the Company as a result of the reorganization.
	This future income tax liability has been recorded as an increase in the Company’s deficit on the date of the reorganization.
11.	SEGMENTED DISCLOSURE
	The Company has one operating segment, mineral exploration, and all capital assets of the Company are located in Canada.

F17.3-16

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

12.	INCOME TAXES
	As at March 31, 2006, the Company has non-capital losses of approximately $703,000 which may be applied against future income for income tax purposes to the year 2016. The potential future tax benefits of these losses have not been recorded in these financial statements.
	The reconciliation of the Company’s income tax provision computed at statutory rates to the reported income tax provision is as follows:

		2006			2005
		34.50%			35.62%
Income tax benefit computed at Canadian statutory rates	$	160,127		$	-
Stock based compensation		(80,602	)		-
Other differences		17,366			-
Unrecognized tax losses		(96,891	)		-
	$	-		$	-

Future income tax assets and liabilities are recognized for temporary differences between the carrying amount of the balance sheet items and their corresponding tax values as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized. Significant components of the Company’s future tax assets and liabilities, after applying enacted corporate income tax rates, are as follows:

		2006			2005
Future income tax assets
Temporary differences in assets	$	6,128		$	-
Net tax losses carried forward		242,665			-
		248,793			-
Valuation allowance for future income tax assets		(248,793	)		-
Net future income tax assets		-			-
Future income tax liability
Temporary differences in mineral properties		668,151			-
Future income tax liabilities	$	668,151		$	-

F17.3-17

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

13.	MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
	These consolidated financial statements have been prepared in accordance with Canadian GAAP, which differ from those principles and practices that the Company would have followed had its financial statements been prepared in accordance with GAAP, as described below.

a)	Mineral property exploration expenditures
	Mineral property exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 2.
	For U.S. GAAP purposes, mineral property exploration expenditures are expensed when incurred until it can be proven that economically viable reserves are present in the property and the Company has the ability and intention to pursue exploitation of these reserves.
	Mineral property development expenditures incurred subsequent to the determination of the feasibility of mining operations are capitalized until the property to which they relate is placed into production, sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred.
	Mineral property acquisition costs include the cash consideration and the fair value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant agreement. Mineral properties are written off if the property is sold, allowed to lapse, abandoned, or when impairment in the value has been determined to have occurred. Mineral property sales proceeds or option payments received for exploration rights are treated as cost recoveries.
b)	Comprehensive Income
	U.S. GAAP requires disclosure of comprehensive income (loss) which is intended to reflect all other changes in equity except those resulting from contributions by, and payments to owners. The Company has no other comprehensive income items and therefore earnings (loss) is the same as comprehensive income (loss).
c)	Income taxes
	Under Canadian GAAP, future income taxes are calculated based on enacted or substantively enacted tax rates applicable to future years. Under U.S. GAAP, only enacted rates are used in the calculation of future income taxes. This GAAP difference did not result in a difference in the financial position, results of operations or cash flows of the Company for the year ended March 31, 2006.

F17.3-18

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

13. MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued)

Had the Company followed U.S. GAAP, the foregoing differences would have had the following effects on its financial statements.

Balance Sheets

	As at		As at
	March 31,		March 31,
	2006		2005
	$		$
Mineral properties - under Canadian GAAP	4,635,474		-
Cumulative exploration expenditures written off under
U.S. GAAP (a)	(2,205,372	)	-
Mineral properties - under U.S. GAAP	2,430,102		-
Future income tax liability – under Canadian GAAP	668,151		-
Future income tax effect of cumulative exploration
expenditures written off under U.S. GAAP	(668,151	)	-
	-		-
Shareholders’ equity - under Canadian GAAP	5,137,010		1
Cumulative exploration expenditures written off under
U.S. GAAP (a)	(2,205,372	)	-
Future income tax effect of cumulative exploration
expenditures written off under U.S. GAAP	668,151		-
Shareholders’ equity - under U.S. GAAP	3,599,789		1

F17.3-19

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

13.	MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued)
	Statements of Loss and Deficit

	From Inception		For the year		For the year
	(February 28,		ended		ended
	2005 – March 31,		March 31,		March 31,
	2006	)	2006		2005
	$		$		$
Earnings (Loss) for the period - under
Canadian GAAP	(464,137	)	(464,137	)	-
Exploration expenditures for the period (a)	(2,205,372	)	(2,205,372	)	-
Earnings (Loss) for the period - under U.S.
GAAP	(2,669,509	)	(2,669,509	)	-
Retained Earnings (Deficit) - under U.S.
GAAP, Beginning of period	-		-		-
Earnings (Loss) for the period - under U.S.
GAAP (a), (b)	(2,669,509	)	(2,669,509	)
Retained Earnings (Deficit) - under U.S.
GAAP, End of period	(2,669,509	)	(2,669,509	)	-
Basic and diluted earnings (loss) per share
Under Canadian GAAP			($0.03	)	-
Under U.S. GAAP			($0.15	)	-
Weighted average number of shares
outstanding under Canadian and U.S.
GAAP			18,209,236		-

F17.3-20

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

13.	MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued)
	Statements of Cash Flows

Operating activities	From Inception		For the year		For the year
	(February 28,		ended		ended
	2005 – March 31,		March 31,		March 31,
	2006	)	2006		2005
	$		$		$
Cash provided by (used in) operating
activities, under Canadian GAAP	(182,088	)	(182,088	)	-
Adjustment for mineral properties and
deferred exploration (a)	(2,048,234	)	(2,048,234	)	-
Cash provided by (used) in operating
activities, under U.S. GAAP	(2,230,322	)	(2,230,322	)	-

Financing activities	From Inception		For the year	For the year
	(February 28,		ended	ended
	2005 – March 31,		March 31,	March 31,
	2006	)	2006	2005
	$		$	$
Cash provided by (used in) financing
activities, under Canadian and U.S.
GAAP	3,794,808		3,794,807	1

Investing activities	From Inception		For the year		For the year
	(February 28,		ended		ended
	2005 – March 31,		March 31,		March 31,
	2006	)	2006		2005
	$		$		$
Cash provided by (used in) investing
activities, under Canadian GAAP	(2,322,933	)	(2,322,933	)	-
Adjustment for mineral properties and
deferred exploration (a)	2,048,234		2,048,234		-
Cash provided by (used in) investing
activities, under U.S. GAAP	(274,699	)	(274,699	)	-

F17.3-21

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

13. MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued)

d)	Recent U.S. accounting pronouncements
	i)	The Company follows SFAS No. 143, “Accounting for Asset Retirement Obligations”, which is the equivalent of CICA Section 3110. In March 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 47, “Accounting for Conditional Asset Retirement Obligations”, to clarify when sufficient information would be available to reasonable estimate the timing and cost of performing a conditional asset retirement obligation. FIN No. 47 applies to fiscal years ending after December 15, 2005. Its application has not had an effect on the Company’s consolidated financial statements.
	ii)	At the September 29 and 30, 2004 and the November 17 and 18, 2004 Emerging Issues Task Force (“EITF”) meetings, the EITF discussed Issue 04-10, Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds (“EITF 04-10). EITF 04-10 concludes that a company, when determining if operating segments that do not meet the quantitative thresholds of FASB Statement No 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”) should be aggregated, may aggregate such operating segments only if aggregation is consistent with the objective and basic principle of SFAS No. 131, that they have similar economic characteristics, and that the segments share a majority of the aggregation criteria listed in (a) through (e) of paragraph 17 of SFAS No. 131. The consensus in EITF 04-10 should be applied for fiscal years ending after September 15, 2005. The application of this consensus does not affect the presentation of the Company’s operating segment.
	iii)	In March 2005, the EITF issued EITF 04-6, “Accounting for Stripping Costs in the Mining Industry”. The consensus indicated that costs of removing overburden and waste materials (“stripping costs”) after production begins, represent variable production costs and should be considered a component of mineral inventory cost subject to the guidance in Chapter 4 of Accounting Research Bulletin No. 43 “Restatement and Revision of Accounting Research Bulletins”. EITF 04-6 is effective for fiscal years beginning after December 15, 2005 and upon adoption, can be applied by either retroactively restating prior periods or using a cumulative catch-up adjustment. The Company believes that this Statement will have no impact on its consolidated financial statements.
	iv)	In September 2005, FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS 154 requires retrospective application to prior periods’ financial statements of a change in accounting principle unless it is impracticable to do so. This is a change from the existing practice that requires most accounting changes to be accounted for by including in net income in the period of the change the cumulative effect of changing to the new accounting principle. SFAS 154 will be effective for accounting changes and corrections of errors made in

F17.3-22

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

fiscal years beginning after December 31, 2005. The impact of SFAS 154 cannot be determined until such time the Company makes a change in accounting policy.

v)

In February 2006, the FASB issued FASB Staff Position (“FSP”) FAS 123R-4 “Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event.” FSP FAS 123R-4 addresses the classification of options and similar instruments issued as employee compensation that allow for cash settlement upon the occurrence of a contingent event and amends paragraphs 32 and A229 of SFAS 123R. The Company was required to apply the guidance in FSP FAS 123R-4 in the current year. Its adoption has not had a significant impact on the Company’s consolidated financial statements.

e)	Recent Canadian accounting pronouncements
	i)	In January 2005, the CICA issued Handbook Section 3855, “Financial Instruments – Recognition and Measurement.” It prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. It also specifies how financial instrument gains and losses are to be presented. It applies to interim and annual financial statements for fiscal periods beginning on or after October 1, 2006 and will be adopted by the Company on April 1, 2007. Transitional provisions vary based on the type of financial instruments under consideration. The effect on the Company’s consolidated financial statements is not expected to be material.
	ii)	CICA Handbook Section 1530, “Comprehensive Income”, was issued in January 2005 to introduce new standards for reporting and presenting comprehensive income. Comprehensive income is the change in equity (net assets) of a company during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except for changes resulting from investments by owners and distributions to owners. It applies to interim and annual financial statements for fiscal periods beginning on or after October 1, 2006 and will be adopted by the Company on April 1, 2007. Financial statements for prior periods will be required to be restated for certain comprehensive income items. The effect on the Company’s consolidated financial statements is not expected to be material.
	iii)	In September 2005, the CICA issued Section 3831 “Non-monetary Transactions”. This section supersedes Section 3830 “Non-monetary Transactions” and establishes standards for the measurement and disclosure of non-monetary transactions and defines when an exchange of assets is measured at fair value and when an exchange of assets is measured at carrying amount. Section 3831 applies to all non-monetary transactions initiated in periods beginning on or after January 1, 2006. The application of Section 3831 had no impact on the consolidated financial statements of the Company.
	iv)	The CICA replaced Section 3250, “Surplus”, with Section 3251, “Equity”, establishing standards for the presentation of equity and changes in equity during a reporting period. This pronouncement applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2006. The Company plans to adopt this standard beginning on April 1, 2007. The effect on the Company’s consolidated financial statements is not expected to be material.

F17.3-23

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

14. SUBSEQUENT EVENTS

a)	Shares
	On May 10, 2006, pursuant to a compensation agreement, the Company issued 79,000 common shares as a bonus payment to the Company’s president for services rendered.
b)	Plan of Arrangement
	The Company entered into a Letter Agreement dated September 15, 2006 and a definitive Arrangement Agreement dated October 20, 2006 with Western Copper Corp. (“Western Copper”) whereby Western Copper, through a plan of arrangement, would acquire all of the issued and outstanding shares of the Company. Under the plan of arrangement, the Company’s shareholders would receive one share of Western Copper for one Company share.
	The transaction was approved by the Company’s shareholders on November 24, 2006 and by the Supreme Court of British Columbia on November 27, 2006. The transaction closed on November 30, 2006. In connection with the successful completion of the transaction, the Company approved certain termination and director compensation payments totalling $300,000.

F17.3-24

EX-17.4

F17.4-1

LUMINA RESOURCES CORP.
(An Exploration Stage Enterprise)

CONSOLIDATED BALANCE SHEETS
(Unaudited)

		September 30,			March 31,
		2006			2006
					(restated -
					Note 1(b))
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	883,752		$	1,289,787
Receivables		4,982			18,582
Prepaid expenses		1,350			1,425
TOTAL CURRENT ASSETS		890,084			1,309,794
EQUIPMENT (Note 3)		16,251			18,480
MINERAL PROPERTIES (Note 4)		4,766,411			4,635,474
TOTAL ASSETS	$	5,672,746		$	5,963,748
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	122,347		$	158,587
FUTURE INCOME TAX		668,151			668,151
TOTAL LIABILITIES		790,498			826,738
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (Note 6)		6,118,790			6,022,277
CONTRIBUTED SURPLUS (Note 7 (b))		268,335			247,021
DEFICIT		(1,504,877	)		(1,132,288	)
TOTAL SHAREHOLDERS’ EQUITY		4,882,248			5,137,010
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,672,746		$	5,963,748
Plan of arrangement (Note 12)

See Accompanying Notes to the Consolidated Financial Statements

F17.4-2

LUMINA RESOURCES CORP.
(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Unaudited)

		For the Three			For the Three			For the Six			For the Six
		Months Ended			Months Ended			Months Ended			Months Ended
		September 30,			September 30,			September 30,			September 30,
		2006			2005			2006			2005
					(restated -						(restated -
					Note 1(b))						Note 1(b))
GENERAL AND ADMINISTRATIVE
EXPENSES
Management and consulting services	$	142,968		$	15,514		$	160,173		$	21,123
Stock-based compensation		16,273			38,934			97,086			156,907
Investor relations and promotion		33,410			47,835			45,983			50,487
Legal		25,743			183			26,032			183
Audit and accounting		12,231			2,609			24,626			3,433
Office and administration		8,935			9,916			20,513			13,933
Regulatory and transfer agent fees		6,417			7,678			8,881			9,716
Amortization		1,098			1,651			2,229			2,405
Less: interest income		(6,222	)		(8,849	)		(12,934	)		(13,181	)
LOSS FOR THE PERIOD		(240,853	)		(115,471	)		(372,589	)		(245,006	)
DEFICIT, BEGINNING OF PERIOD		(1,264,024	)		(797,686	)		(1,132,288	)		-
Future income tax liability on
reorganization (Note 1(a))		-			-			-			(668,151	)
DEFICIT, END OF PERIOD	$	(1,504,877	)	$	(913,157	)	$	(1,504,877	)	$	(913,157	)
BASIC AND DILUTED LOSS
PER SHARE	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		21,161,877			20,941,355			21,123,606			15,442,922

See Accompanying Notes to the Consolidated Financial Statements

F17.4-3

LUMINA RESOURCES CORP.
(An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Three	For the Three	For the Six	For the Six Months
	Months Ended	Months Ended	Months Ended	Ended
	September 30,	September 30,	September 30,	September 30,
	2006	2005	2006	2005
		(restated)		(restated)
CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net loss for the period	$ (240,853)	$ (115,471)	$ (372,589)	$ (245,006)
Items not involving cash:
Amortization	1,098	1,651	2,229	2,405
Stock-based compensation	16,273	38,934	97,086	156,907
Net changes in non-cash working
capital items:
Receivables	2,635	(66,533)	13,600	(72,933)
Prepaid expenses	1,414	922	75	1,466
Accounts payable and accrued
liabilities	(21,107)	54,929	(36,240)	11,375
	(240,540)	(85,568)	(295,839)	(145,786)
FINANCING ACTIVITIES
Shares issued for cash
- upon reorganization of Lumina
(Note 1)	-	-	-	1,656,427
- upon exercise of options and warrants	8,959	2,000	12,019	2,000
	8,959	2,000	12,019	1,658,427
INVESTING ACTIVITIES
Purchase of equipment	-	(2,099)	-	(11,667)
Expenditures on mineral properties	(40,016)	(1,150,940)	(122,215)	(1,521,741)
Accounts payable and accrued liabilities
incurred for mineral property
expenses	107,084	236,753	-	388,858
Cash, exploration funds	-	1,291,964	-	1,604,140
	67,068	375,678	(122,215)	459,590
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS	(164,513)	292,110	(406,035)	1,972,231
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD	1,048,265	1,680,122	1,289,787	1
CASH AND CASH EQUIVALENTS,
END OF PERIOD	$ 883,752	$ 1,972,232	$ 883,752	$ 1,972,232
Supplemental cash flow information (Note 9)

See Accompanying Notes to the Consolidated Financial Statements

F17.4-4

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

1.	NATURE OF OPERATIONS
	(a)	Operations
		Lumina Resources Corp. (the “Company”) was incorporated on February 28, 2005, pursuant to the Business Corporations Act of British Columbia and was inactive until May 19, 2005. On this date, Lumina Copper Corp. (“Lumina”) completed a reorganization, by way of a statutory plan of arrangement, and restructured into four separate companies, the existing company, which changed its name to Regalito Copper Corp., and three new companies. The Company is one of the three new companies formed under the reorganization.
		The Company is engaged in the identification, acquisition, exploration and development of mineral resources and is considered to be in the exploration stage as it has not placed any of its mineral properties into production.
		The Company has entered into mineral property acquisition and option agreements that will require future outlays of cash in order to maintain the properties and options in good standing or in order to fulfil contractual obligations. The recoverability of amounts shown for mineral property interests is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete their development and future profitable operations or sale of the properties.
		These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent on continued financial support from its shareholders, the ability of the Company to raise equity financing or the attainment of profitable operations to meet the Company’s liabilities as they become payable.
	(b)	Restatement
		During the prior fiscal year, the Company granted options for the purchase of up to 875,000 common shares to the holders of Lumina options on the date of the reorganization of Lumina on May 19, 2005 (Note 1(a)). The Company’s financial statements for the three and six months ended September 30, 2005 were restated to record the fair value of these options in accordance with CICA 3870.
		The Company has adjusted stock based compensation on certain options granted subsequent to the reorganization, in fiscal 2006.
		The Company also corrected and reclassified the amount previously recognized at September 30, 2005 for future income taxes arising from the assumption of a future income tax liability by the Company as a result of the reorganization.

F17.4-5

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

The restatements have resulted in the following changes to the Company’s consolidated statement of operations for the three and six months ended September 30, 2005:

		Three Months			Six Months
		Ended			Ended
		September 30,			September 30,
		2005			2005
Stock-based compensation
As previously reported	$	38,934		$	107,517
Change in stock-based compensation expense related
to 875,000 options		-			64,325
Change in stock-based compensation related to the
vesting of options granted subsequent to the
reorganization		-			(14,935	)
As restated	$	38,934		$	156,907
Net income (loss) for the period
As previously reported	$	243,920		$	163,775
Change for the reversal of future income tax recoveries		(359,391	)		(359,391	)
Change in stock-based compensation expense related to
875,000 options		-			(64,325	)
Change in stock-based compensation related to the
vesting of options granted subsequent to the
reorganization		-			14,935
As restated	$	(115,471	)	$	(245,006	)
Basic and diluted earnings (loss) per share
As previously reported	$	0.01		$	0.01
Change for the reversal of future income tax recoveries		(0.02	)		(0.02	)
Change in stock-based compensation expense		-			(0.01	)
As restated	$	(0.01	)	$	(0.02	)

F17.4-6

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES
	(a)	Principles of presentation
		These consolidated financial statements are presented in Canadian dollars and they include the accounts of Lumina Resources Corp. and its wholly-owned subsidiaries, CRS Copper Resources Corp. and Moraga Resources Ltd.
		The accompanying unaudited interim consolidated financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada with respect to the preparation of interim financial statements. Accordingly, they do not include all of the information and disclosures required by Canadian GAAP in the preparation of annual consolidated financial statements. As described in note 11, these principles differ in certain material respects from accounting principles generally accepted in the United States.
		The accounting policies used in the preparation of the accompanying unaudited interim consolidated financial statements are the same as those described in the annual consolidated financial statements and the notes thereto for the fiscal year ended March 31, 2006. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements. The interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements including the notes thereto for the fiscal year ended March 31, 2006.
	(b)	Management estimates
		The preparation of financial statements in conformity with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3.	EQUIPMENT

						September
						30, 2006
				Accumulated		Net Book
		Cost		Amortization		Value
Furniture and office equipment	$	36,241	$	19,990	$	16,251

F17.4-7

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

4.	MINERAL PROPERTIES
	At September 30, 2006, the Company's mineral properties are comprised of properties located in Canada.

		Hushamu		Redstone		Casino		Total
Balance, March 31, 2006,	$	2,151,213	$	1,678,930	$	805,331	$	4,635,474
Additions during period:
Property exploration
Geological		75,365		13,454		2,863		91,682
Taxes and filing fees		-		28,030		-		28,030
Stock based compensation		8,722		-		-		8,722
Travel and accommodation		2,503		-		-		2,503
Balance, September 30, 2006	$	2,237,803	$	1,720,414	$	808,194	$	4,766,411

(a)	Hushamu Property
	The Company owns a 100% interest in the Hushamu Property, which consists of 163 mineral claims located on northern Vancouver Island, British Columbia. Should a production decision be made to commercially develop these claims, a payment of $1,000,000 is payable to a former owner. In addition, the claims are subject to a 10% net profits interest royalty.
	Pursuant to a letter agreement dated February 3, 2005, the Company obtained an option to acquire a 100% interest in 54 mineral claims located on Vancouver Island, British Columbia, Canada in consideration of cash payments in the aggregate of $200,000, payable over a three year period (as of September 30, 2006, $60,000 paid). Should a production decision be made, an additional $800,000, payable in cash or in shares at the Company’s election, will be paid to the optionor. The mineral claims comprise 14,600 hectares surrounding the Company’s Hushamu Property.
	As additional consideration for this option, the Company granted the right to the optionor to explore and exploit the Hushamu claims for non-metallic industrial minerals, subject to the Company’s right to terminate such activities should such right conflict with the Company’s plans for the property.
(b)	Redstone Property
	The Company owns a 100% interest in the Redstone Property which consists of 55 mineral claims and 5 mineral leases expiring in 2013 covering 60 units in the Coates Lake area of the Northwest Territories, Canada. The mineral leases are subject to a net smelter return royalty of between 3% to 4%, depending on the average price of copper at the time of production.

F17.4-8

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

(c)	Casino Property
	The Casino property encompasses 161 mining claims, all of which are subject to a 5% net profits royalty. A third party has a pre-existing option to purchase 55 of the claims for $1 and a 10% net profits royalty.
	Pursuant to an agreement dated July 15, 2002 with Great Basin Gold Ltd. the Company has an option to purchase a 100% interest in the Casino Deposit claim group located in the Whitehorse Mining Division, Yukon Territory, Canada. The option may be exercised at any time until July 15, 2007 by paying $1,000,000 to Great Basin.

5.	RELATED PARTY TRANSACTIONS
	The Company paid for management and geological consulting services to its former president as follows:

		For the Three		For the Three		For the Six		For the Six
		Months Ended		Months Ended		Months Ended		Months Ended
		September 30,		September 30,		September 30,		September 30,
		2006		2005		2006		2005
Management and geological services	$	11,600	$	15,000	$	29,000	$	22,258

The Company shares general and administrative expenses with four other companies having certain directors in common. These expenses include rental of office space and management fees as follows:

		For the Three		For the Three		For the Six		For the Six
		Months Ended		Months Ended		Months Ended		Months Ended
		September 30,		September 30,		September 30,		September 30,
		2006		2005		2006		2005
Rental and office space	$	1,147	$	2,069	$	2,496	$	3,411
Management fees	$	4,932	$	3,834	$	8,227	$	5,084

	Included in accounts payable and accrued liabilities at September 30, 2006 is an amount of $23,896 owed to one of the companies for shared expenses.
	The foregoing related party transactions are recorded at the exchange amount, which is the amount of consideration paid or received as established and agreed to between the parties. The exchange amount was negotiated and established and agreed to by the related parties as if they were dealing at arm’s length.
6.	SHARE CAPITAL
	(a)	Authorized
		An unlimited number of common shares without par value.

F17.4-9

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

(b) Issued and outstanding common shares:

	Number of
	Shares		Amount
Balance, March 31, 2006	21,009,442	$	6,022,277
Exercise of options (Note 7)
- for cash	88,000		5,020
- fair value of options exercised	-		29,193
Exercise of warrants for cash	100,000		7,000
Issued for services (Note 6(c))	79,000		55,300
Balance, September 30, 2006	21,276,442	$	6,118,790

	(c)	Pursuant to a compensation agreement, the Company issued 79,000 common shares as a bonus payment to the president during the three months ended June 30, 2006.
7.	STOCK OPTIONS
	(a)	Options Outstanding
		Under the Company’s stock option plan, the board of directors may grant options for the purchase of up to a total of 10% of the total number of issued and outstanding common shares of the Company. Options granted under the plan vest over time at the discretion of the board of directors. Exercise prices on options granted under the plan are determined by reference to the market value on the date of the grant,
		Summary of the Company’s stock options as at September 30, 2006 and changes during the period then ended is as follows:

				Weighted
				Average
	Number			Exercise
	of Shares			Price
Outstanding at March 31, 2006	1,298,000		$	0.27
Exercised	(88,000	)		0.06
Outstanding at September 30, 2006	1,210,000		$	0.24

F17.4-10

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

At September 30, 2006, the Company has outstanding stock options to purchase an aggregate 1,210,000 common shares as follows:

	Options Outstanding		Options Exercisable
Number		Exercise	Number	Exercise
of Shares	Expiry Date	Price	of Shares	Price
450,000	June 6, 2008	$0.01	450,000	$0.01
25,000	August 8, 2008	0.01	25,000	0.01
150,000	October 17, 2008	0.03	150,000	0.03
50,000	April 20, 2009	0.07	-	-
20,000	January 27, 2010	0.05	20,000	0.05
240,000	June 17, 2010	0.75	159,000	0.75
5,000	August 23, 2010	0.43	5,000	0.43
270,000	January 13, 2011	0.36	90,002	0.36
1,210,000		$0.24	899,002	$0.18

(b) Stock Based Compensation

	Number of			Fair Value Amount
	Options			Unvested			Vested
Unexercised options, March 31, 2006	1,298,000		$	98,872		$	247,021
Vested	-			(50,507	)		50,507
Exercised	(88,000	)		-			(29,193	)
Unexercised options, September 30, 2006	1,210,000		$	48,365		$	268,335

The fair value used to calculate the compensation expense related to the stock options issued is estimated using the Black-Scholes Option Pricing Model with the following assumptions:

Weighted average:
Risk-free interest rate	3.10%
Expected dividend yield	-
Expected stock price volatility	99%
Expected option life in years	2

	Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate.
8.	WARRANTS
	The Company had warrants outstanding for the acquisition of 100,000 common shares exercisable at a price of $0.07 per share until March 14, 2007. The warrants were exercised on September 22, 2006. As at September 30, 2006, there were no warrants outstanding.

F17.4-11

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

9. SUPPLEMENTAL CASH FLOW INFORMATION

		For the Three		For the Three		For the Six		For the Six
		Months Ended		Months Ended		Months Ended		Months Ended
		September 30,		September 30,		September 30,		September 30,
		2006		2005		2006		2005
Significant non-cash financing and
investing activities
Common shares issued for services	$	-	$	-	$	55,300	$	-

10.	SEGMENTED DISCLOSURE
	The Company has one operating segment, mineral exploration, and all capital assets of the Company are located in Canada.
11.	MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
	These consolidated financial statements have been prepared in accordance with Canadian GAAP, which differ from those principles and practices that the Company would have followed had its financial statements been prepared in accordance with GAAP, as described below.
	a)	Mineral property exploration expenditures
		Mineral property exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 2.
		For U.S. GAAP purposes, mineral property exploration expenditures are expensed when incurred until it can be proven that economically viable reserves are present in the property and the Company has the ability and intention to pursue exploitation of these reserves.
		Mineral property development expenditures incurred subsequent to the determination of the feasibility of mining operations are capitalized until the property to which they relate is placed into production, sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred.
		Mineral property acquisition costs include the cash consideration and the fair value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant agreement. Mineral properties are written off if the property is sold, allowed to lapse, abandoned, or when impairment in the value has been determined to have occurred. Mineral property sales proceeds or option payments received for exploration rights are treated as cost recoveries.
	b)	Comprehensive Income
		U.S. GAAP requires disclosure of comprehensive income (loss) which is intended to reflect all other changes in equity except those resulting from contributions by, and payments to owners. The Company has no other comprehensive income items and therefore earnings (loss) is the same as comprehensive income (loss).

F17.4-12

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

c)

Income taxes

Under Canadian GAAP, future income taxes are calculated based on enacted or substantively enacted tax rates applicable to future years. Under U.S. GAAP, only enacted rates are used in the calculation of future income taxes. This GAAP difference did not result in a difference in the financial position, results of operations or cash flows of the Company for the six month period ended September 30, 2006.

Balance Sheets

	As at		As at
	September 30,		March 31,
	2006		2006
	$		$
Mineral properties - under Canadian GAAP	4,766,411		4,635,474
Cumulative exploration expenditures written off under
U.S. GAAP (a)	(2,336,309	)	(2,205,372	)
Mineral properties - under U.S. GAAP	2,430,102		2,430,102
Future income tax liability – under Canadian GAAP	668,151		668,151
Future income tax effect of cumulative exploration
expenditures written off under U.S. GAAP	(668,151	)	(668,151	)
	-		-
Shareholders’ equity - under Canadian GAAP	4,882,248		5,137,010
Cumulative exploration expenditures written off under
U.S. GAAP (a)	(2,336,309	)	(2,205,372	)
Future income tax effect of cumulative exploration
expenditures written off under U.S. GAAP	668,151		668,151
Shareholders’ equity - under U.S. GAAP	3,214,090		3,599,789

F17.4-13

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

Statements of Loss and Deficit

	For the Period		Three months ended				Six months ended
	from		September 30,				September 30,
	Inception to
	September 30,
	2006		2006		2005		2006		2005
	$		$		$		$		$
Earnings (Loss) for the period
- under Canadian GAAP	(836,726	)	(240,853	)	(115,471	)	(372,589	)	(245,006	)
Exploration expenditures for the period
(a)	(2,336,309	)	(44,189	)	(1,080,035	)	(130,937	)	(1,243,202	)
Earnings (Loss) for the period
- under U.S. GAAP	(3,173,035	)	(285,042	)	(1,195,506	)	(503,526	)	(1,488,208	)
Retained Earnings (Deficit) - under U.S.
GAAP, Beginning of period	-		(2,887,993	)	(292,702	)	(2,669,509	)	-
Earnings (Loss) for the period - under
U.S. GAAP (a), (b)	(3,173,035	)	(285,042	)	(1,195,506	)	(503,526	)	(1,488,208	)
Retained Earnings (Deficit) - under U.S.
GAAP, End of period	(3,173,035	)	(3,173,035	)	(1,488,208	)	(3,173,035	)	(1,488,208	)
Basic and diluted earnings (loss) per
share
Under Canadian GAAP			($0.01	)	($0.01	)	($0.02	)	($0.02	)
Under U.S. GAAP			($0.01	)	($0.06	)	($0.02	)	($0.10	)
Weighted average number of shares
outstanding under Canadian and
U.S. GAAP			21,161,877		20,941,355		21,123,606		15,442,922

F17.4-14

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

Statements of Cash Flows

Operating activities	For the Period		Three months ended				Six months ended
	from Inception		September 30,				September 30,
	to September
	30, 2006		2006		2005		2006		2005
	$		$		$		$		$
Cash provided by (used in) operating
activities, under Canadian GAAP	(477,927	)	(240,540	)	(85,568	)	(295,839	)	(145,786	)
Adjustment for mineral properties and
deferred exploration (a)	(2,170,449	)	67,068		(816,038	)	(122,215	)	(1,034,734	)
Cash provided by (used) in operating
activities, under U.S. GAAP	(2,648,376	)	(173,472	)	(901,606	)	(418,054	)	(1,180,520	)

Financing activities	For the Period	Three months ended		Six months ended
	from Inception	September 30,		September 30,
	to September
	30, 2006	2006	2005	2006	2005
	$	$	$	$	$
Cash provided by (used in) financing
activities, under Canadian and US
GAAP	3,806,827	8,959	2,000	12,019	1,658,427

Investing activities	For the Period		Three months ended			Six months ended
	from Inception		September 30,			September 30,
	to September
	30, 2006		2006		2005	2006		2005
	$		$		$	$		$
Cash provided by (used in) investing
activities, under Canadian GAAP	(2,445,148	)	67,068		375,678	(122,215	)	459,590
Adjustment for mineral properties and
deferred exploration (a)	2,170,449		(67,068	)	816,038	122,215		1,034,734
Cash provided by (used in) investing
activities, under U.S. GAAP	(274,699	)	-		1,191,716	-		1,494,324

F17.4-15

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

d)	Recent U.S. accounting pronouncements
	i)	The Company follows SFAS No. 143, “Accounting for Asset Retirement Obligations”, which is the equivalent of CICA Section 3110. In March 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 47, “Accounting for Conditional Asset Retirement Obligations”, to clarify when sufficient information would be available to reasonable estimate the timing and cost of performing a conditional asset retirement obligation. FIN No. 47 applies to fiscal years ending after December 15, 2005. Its application has not had an effect on the Company’s consolidated financial statements.
	ii)	At the September 29 and 30, 2004 and the November 17 and 18, 2004 Emerging Issues Task Force (“EITF”) meetings, the EITF discussed Issue 04-10, Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds (“EITF 04-10). EITF 04-10 concludes that a company, when determining if operating segments that do not meet the quantitative thresholds of FASB Statement No 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”) should be aggregated, may aggregate such operating segments only if aggregation is consistent with the objective and basic principle of SFAS No. 131, that they have similar economic characteristics, and that the segments share a majority of the aggregation criteria listed in (a) through (e) of paragraph 17 of SFAS No. 131. The consensus in EITF 04-10 should be applied for fiscal years ending after September 15, 2005. The application of this consensus does not affect the presentation of the Company’s operating segment.
	iii)	In March 2005, the EITF issued EITF 04-6, “Accounting for Stripping Costs in the Mining Industry”. The consensus indicated that costs of removing overburden and waste materials (“stripping costs”) after production begins, represent variable production costs and should be considered a component of mineral inventory cost subject to the guidance in Chapter 4 of Accounting Research Bulletin No. 43 “Restatement and Revision of Accounting Research Bulletins”. EITF 04-6 is effective for fiscal years beginning after December 15, 2005 and upon adoption, can be applied by either retroactively restating prior periods or using a cumulative catch-up adjustment. The Company believes that this Statement will have no impact on its consolidated financial statements.
	iv)	In September 2005, FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS 154 requires retrospective application to prior periods’ financial statements of a change in accounting principle unless it is impracticable to do so. This is a change from the existing practice that requires most accounting changes to be accounted for by including in net income in the period of the change the cumulative effect of changing to the new accounting principle. SFAS 154 will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 31, 2005. The impact of SFAS 154 cannot be determined until such time the Company makes a change in accounting policy.

F17.4-16

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

	v)	In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). This interpretation clarifies the recognition threshold and measurement of a tax position taken on a tax return, and requires expanded disclosure with respect to the uncertainty in income taxes. FIN 48 is effective for fiscal years beginning after December 15, 2006. The effect on the Company’s disclosure and consolidated financial statements is not expected to be material.
	vi)	In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). This statement defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company expects that adoption of SFAS 157 will not have a material effect on is financial condition or results of operation.
	vii)	In February 2006, the FASB issued FASB Staff Position (“FSP”) FAS 123R-4 “Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event.” FSP FAS 123R-4 addresses the classification of options and similar instruments issued as employee compensation that allow for cash settlement upon the occurrence of a contingent event and amends paragraphs 32 and A229 of SFAS 123R. The Company was required to apply the guidance in FSP FAS 123R-4 in the current year. Its adoption has not had a significant impact on the Company’s consolidated financial statements.
e)	Recent Canadian accounting pronouncements
	i)	In January 2005, the CICA issued Handbook Section 3855, “Financial Instruments – Recognition and Measurement.” It prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. It also specifies how financial instrument gains and losses are to be presented. It applies to interim and annual financial statements for fiscal periods beginning on or after October 1, 2006 and will be adopted by the Company on April 1, 2007. Transitional provisions vary based on the type of financial instruments under consideration. The effect on the Company’s consolidated financial statements is not expected to be material.
	ii)	CICA Handbook Section 1530, “Comprehensive Income”, was issued in January 2005 to introduce new standards for reporting and presenting comprehensive income. Comprehensive income is the change in equity (net assets) of a company during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except for changes resulting from investments by owners and distributions to owners. It applies to interim and annual financial statements for fiscal periods beginning on or after October 1, 2006 and will be adopted by the Company on April 1, 2007. Financial statements for prior periods will be required to be restated for certain comprehensive income items. The effect on the Company’s consolidated financial statements is not expected to be material.

F17.4-17

LUMINA RESOURCES CORP.

(An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

iii)

In September 2005, the CICA issued Section 3831 “Non-monetary Transactions”. This section supersedes Section 3830 “Non-monetary Transactions” and establishes standards for the measurement and disclosure of non-monetary transactions and defines when an exchange of assets is measured at fair value and when an exchange of assets is measured at carrying amount. Section 3831 applies to all non-monetary transactions initiated in periods beginning on or after January 1, 2006. The application of Section 3831 had no impact on the consolidated financial statements of the Company.

iv)

The CICA replaced Section 3250, “Surplus”, with Section 3251, “Equity”, establishing standards for the presentation of equity and changes in equity during a reporting period. This pronouncement applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2006. The Company plans to adopt this standard beginning on April 1, 2007. The effect on the Company’s consolidated financial statements is not expected to be material.

12.	PLAN OF ARRANGEMENT
	The Company entered into a Letter Agreement dated September 15, 2006 and a definitive Arrangement Agreement dated October 20, 2006 with Western Copper Corp. (“Western Copper”) whereby Western Copper, through a plan of arrangement, would acquire all of the issued and outstanding shares of the Company. Under the plan of arrangement, the Company’s shareholders would receive one share of Western Copper for one Company share.
	The transaction was approved by the Company’s shareholders on November 24, 2006 and by the Supreme Court of British Columbia on November 27, 2006. The transaction closed on November 30, 2006. In connection with the successful completion of the transaction, the Company approved certain termination and director compensation payments totalling $300,000.

F17.4-18

EX-17.5

Western Copper Corporation

Consolidated Pro Forma Financial Statements
September 30, 2006
(unaudited)

F17.5-1

Western Copper Corporation

Consolidated Pro Forma Balance Sheet (unaudited)

(expressed in Canadian dollars)

As at September 30, 2006	Western		Lumina		Pro Forma			Pro Forma
	Copper		Resources		adjustments			Consolidated
	Corporation		Corp.		(Note 2)
	(unaudited)		(unaudited)
	$		$		$			$
ASSETS
CURRENT ASSETS
Cash and cash equivalents	37,938,011		883,752		(343,620	)	a	37,846,143
					(632,000	)	b
Accounts receivable	55,810		4,982		-			60,792
Prepaid expenses	72,270		1,350		(1,350	)	a	72,270
	38,066,091		890,084		(976,970	)		37,979,205
PROPERTY AND EQUIPMENT	107,105		16,251		(16,251	)	a	107,105
MINERAL PROPERTIES	4,523,514		4,766,411		(4,766,411	)	a	46,078,971
					41,555,457		a
	42,696,710		5,672,746		35,795,825			84,165,281
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	828,032		122,347		-			950,379
FUTURE INCOME TAX	-		668,151		(668,151	)	a	11,231,527
					11,231,527		a
TOTAL LIABIILITIES	828,032		790,498		10,563,376			12,181,906
SHAREHOLDERS’ EQUITY
SHARE CAPITAL	39,150,018		6,118,790		(6,118,790	)	c	67,873,215
					28,723,197		a
CONTRIBUTED SURPLUS	21,353,610		268,335		(268,335	)	c	22,745,110
					1,391,500		a
DEFICIT	(18,634,950	)	(1,504,877	)	1,504,877		c	(18,634,950	)
	41,868,678		4,882,248		25,232,449			71,983,375
	42,696,710		5,672,746		35,795,825			84,165,281

The accompanying notes are an integral part of these consolidated financial statements.

F17.5-2

Western Copper Corporation

Consolidated Pro Forma Statement of Loss (unaudited)

(expressed in Canadian dollars)

Year ended December 31, 2005	Western	Lumina		Pro Forma	Pro Forma
	Copper	Resources		adjustments	Consolidated
	Corporation	Corp.		(Note 2)
	(Note 5)	(unaudited)
		(Note 6a)
	$	$		$	$
EXPLORATION EXPENSES	311,932	-		-	311,932
ADMINISTRATIVE EXPENSES	49,483	338,693			388,176
LOSS BEFORE OTHER ITEMS	361,415	338,693		-	700,108
OTHER ITEMS
Interest income	-	(21,402	)	-	(21,402	)
LOSS FOR THE PERIOD	361,415	317,291		-	678,706

The accompanying notes are an integral part of these consolidated financial statements.

F17.5-3

Western Copper Corporation

Consolidated Pro Forma Statement of Loss (unaudited)

(expressed in Canadian dollars)

Nine months ended	Western		Lumina		Pro Forma	Pro Forma
September 30, 2006	Copper		Resources		adjustments	Consolidated
	Corporation		Corp.		(Note 2)
	(unaudited)		(unaudited)
			(Note 6b)
	$		$		$	$
EXPLORATION EXPENSES	1,904,878		-		-	1,904,878
ADMINISTRATIVE EXPENSES
Accounting and legal	235,376		80,491		-	315,867
Office and administration	832,136		307,025		-	1,139,161
Promotion and travel	282,036		131,288		-	413,324
Regulatory and filing fees	168,852		20,548		-	189,400
	1,518,400		539,352		-	2,057,752
LOSS BEFORE OTHER ITEMS	3,423,278		539,352		-	3,962,630
OTHER ITEMS
Gain on sale of marketable securities	(1,922,340	)	-		-	(1,922,340	)
Interest income	(426,032	)	(19,917	)	-	(445,949	)
Foreign exchange	(9,192	)	-		-	(9,192	)
LOSS FOR THE PERIOD	1,065,714		519,435		-	1,585,149
Basic and diluted loss per share	0.02		-			0.02
Weighted average number of common
shares outstanding (note 4)	49,503,980		-			70,780,422

The accompanying notes are an integral part of these consolidated financial statements.

F17.5-4

Western Copper Corporation

Notes to the Pro Forma Consolidated Financial Statements (unaudited)

(expressed in Canadian dollars)

1	Plan of arrangement and basis of presentation
	The accompanying unaudited pro forma consolidated financial statements have been compiled for the purposes of inclusion in a Business Acquisition Report. These pro forma consolidated financial statements give effect to the acquisition of all the issued and outstanding shares of Lumina Resources Corporation (Lumina) by Western Copper Corporation (Western or the Company) on November 30, 2006. Under the terms of the plan of arrangement, Lumina shareholders exchanged each of their Lumina common shares for one common share of Western. In addition, each outstanding Lumina stock option was exchanged for a Western stock option. The stock option terms were unchanged.
	This unaudited pro forma consolidated financial information has been prepared in accordance with Canadian generally accepted accounting principles. These principles differ in certain material respects from those principles that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The effects of significant measurement differences between Canadian and U.S. GAAP are described in note 7.
	These pro forma consolidated financial statements are not necessarily indicative of the financial position of Western as at the time of closing the transaction referred to above, nor of the future operating results of Western as a result of the transaction.
	These pro forma consolidated financial statements include:
	a)	a pro forma consolidated balance sheet as at September 30, 2006 prepared from the September 30, 2006 unaudited consolidated balance sheet of Western and the September 30, 2006 unaudited consolidated balance sheet of Lumina. It gives effect to the acquisition of the Lumina assets and the Lumina liabilities acquired by the Company and the assumptions and adjustments described in note 2, as if the acquisition by Western had occurred on September 30, 2006.
	b)	a pro forma consolidated statement of loss for the year ended December 31, 2005 prepared from the 2005 annual audited statement of loss of Western Copper Business as described in note 5 and from the unaudited consolidated statement of operations of Lumina for the period from February 28, 2005 (date of incorporation) to December 31, 2005 prepared as described in note 6(a), as if the acquisition by Western had occurred on January 1, 2005.
	c)	a pro forma consolidated statement of loss for the nine months ended September 30, 2006 prepared from the unaudited consolidated statement of loss of Western for the nine months ended September 30, 2006 and from the unaudited consolidated statement of operations of Lumina for the nine months ended September 30, 2006 prepared as described in note 6(b), as if the acquisition by Western had occurred on January 1, 2005.
	The pro forma consolidated financial statements should be read in conjunction with the audited annual financial statements of Western Copper Business as at, and for the year ended, December 31, 2005, Western’s unaudited consolidated financial statements as at, and for the nine months ended, September 30, 2006, Lumina’s unaudited consolidated financial statements as at, and for the nine months ended December 31, 2005, Lumina’s unaudited consolidated financial statements as at, and for the six months ended, September 30, 2006, and Lumina’s audited consolidated financial statements as at, and for the year ended, March 31, 2006.

F17.5-5

Western Copper Corporation

Notes to the Pro Forma Consolidated Financial Statements (unaudited)

(expressed in Canadian dollars)

2	Pro Forma assumptions and adjustments
	The pro forma consolidated balance sheet gives effect to the following transactions and assumptions as if they occurred on September 30, 2006:
	a)        The total assumed purchase price of $30,458,317 is determined as follows:

Lumina shares outstanding at September 30, 2006		21,276,442
Exchange ratio		1.0
Western shares to be issued		21,276,442
Closing price of a Western share on November 30, 2006	$	1.35
Assumed fair value of Western shares issued	$	28,723,197
Lumina stock options outstanding at September 30, 2006		1,210,000
Exchange ratio		1.0
Western stock options to be issued		1,210,000
Fair value of a Western stock option1	$	1.15
Assumed fair value of Western stock options granted	$	1,391,500
Estimated Western transaction expenses	$	343,620
Estimated purchase price	$	30,458,317

¹ The fair value of a Western stock option has been estimated based on the following assumptions:

Closing price of a Western share on November 30, 2006	$1.35
Weighted average exercise price of outstanding Lumina stock options at September	$0.24
30, 2006
Expected stock price volatility	89%
Expected option life, in years	2.0
Risk free rate of return	3.10%
Expected dividend yield	-

The determination of the amounts assigned to shares and stock options will be determined on closing and may vary from the amounts used by a significant amount.

F17.5-6

Western Copper Corporation

Notes to the Pro Forma Consolidated Financial Statements (unaudited)

(expressed in Canadian dollars)

These pro forma consolidated financial statements assume that for accounting purposes the acquisition of Lumina constitutes an acquisition of specific assets and liabilities rather than the acquisition of a business. The purchase consideration has been allocated to the estimated fair values of the assets acquired and liabilities assumed at the effective date of the purchase. These estimated fair values are based on preliminary management estimates and are subject to final valuation adjustments.

The preliminary allocation of the purchase price is as follows:

Preliminary allocation		$
Mineral properties		41,555,457
Cash and cash equivalents		251,752
Accounts receivable		4,982
Future income tax		(11,231,527	)
Accounts payable and accrued liabilities		(122,347	)
	$	30,458,317

b)	The incurrence of costs related to the transactions by Lumina of $632,000.
c)	The elimination of the existing share capital, contributed surplus, and deficit of Lumina.

3	Share capital
	After giving effect to the pro forma assumptions in note 2, the issued and fully paid share capital of Western is as follows:

	Number of		Amount
	common shares		$
Balance – September 30, 2006	49,827,413		39,150,018
Proposed acquisition of Lumina by way of common shares (note 2a)	21,276,442		28,723,197
Pro Forma balance September 30, 2006	71,103,855	$	67,873,215

F17.5-7

Western Copper Corporation

Notes to the Pro Forma Consolidated Financial Statements (unaudited)

(expressed in Canadian dollars)

4	Loss per share
	The calculation of pro forma loss per share in the pro forma consolidated statement of loss for the nine months ended September 30, 2006 is based on the weighted average number of common shares of Western for the nine months ended September 30, 2006 plus the additional 21,276,442 Western shares that would have been outstanding for the nine months ended September 30, 2006 had the transactions described in note 1 occurred on January 1, 2005, assuming that those shares were the only ones outstanding during the period.
5	Western Copper Corporation pro forma statement of loss
	Western Copper Corporation was incorporated on March 17, 2006 as a wholly-owned subsidiary of Western Silver Corporation (Western Silver). The Company was inactive until Glamis Gold Ltd. (Glamis) acquired all the outstanding shares of Western Silver through a Plan of Arrangement on May 3, 2006. Each Western Silver shareholder received a share of Western for each Western Silver share owned on that date.
	The Company’s statement of loss for the year ended December 31, 2005 represents the results of the related copper business of Western Silver (the Western Copper Business) for that period. Western’s statement of loss for the year ended December 31, 2005 includes the direct exploration expenses relating to the Carmacks and Almoloya mineral properties incurred by Western Silver and an allocation of Western Silver’s general and administrative expenses. The allocation of general and administrative expenses was calculated on the basis of the ratio of costs relating to the Carmacks and Almoloya mineral properties that were capitalized during the year as compared to the total costs incurred on all mineral properties that were capitalized during the year. The loss per share figures have not been calculated due to the fact that the Company had no shares outstanding at December 31, 2005.
6	Lumina pro forma statement of loss
	a)      December 31, 2005
	Lumina was incorporated as a subsidiary of Lumina Copper Corp. on February 28, 2005. Lumina remained inactive until Lumina Copper Corp. completed a reorganization, by way of a statutory plan of arrangement, on May 19, 2005. The Lumina statement of operations for the year ended December 31, 2005 includes results from Lumina’s unaudited interim consolidated statement of operations for the period from February 28, 2005 (date of incorporation) to December 31, 2005.

F17.5-8

Western Copper Corporation

Notes to the Pro Forma Consolidated Financial Statements (unaudited)

(expressed in Canadian dollars)

b)      September 30, 2006

The Lumina pro forma statement of loss for the nine months ended September 30, 2006 has been prepared by subtracting the unaudited interim consolidated statement of operations for the nine months ended December 31, 2005 from the audited consolidated statement of operations for the year ended March 31, 2006 and adding the unaudited interim consolidated statement of operations for the six months ended September 30, 2006, as follows:

							Nine months
			Nine months		Six months		ended
			ended		ended		September 30,
	Year ended		December 31,		September 30,		2006
	March 31,		2005		2006		(unaudited –
	2006		(unaudited)		(unaudited)		pro forma)
Administrative expenses:
Accounting and legal	37,084		7,251		50,658		80,491
Office and administration	304,307		218,931		221,649		307,025
Promotion and travel	128,481		101,528		104,335		131,288
Regulatory and filing fees	22,650		10,983		8,881		20,548
	492,522		338,693		385,523		539,352
Other items:
Interest income	(28,385	)	(21,402	)	(12,934	)	(19,917	)
Loss for the period	464,137		317,291		372,589		519,435

Line items presented on Lumina’s statement of operations have been reclassified for the purposes of the Western pro forma statement of loss to match Western’s classifications. Stock-based compensation has been reclassified to conform to the Company’s accounting policy of presenting stock-based compensation in the same line item as the recipients’ other forms of compensation.

F17.5-9

Western Copper Corporation

Notes to the Pro Forma Consolidated Financial Statements (unaudited)

(expressed in Canadian dollars)

7	Material differences between Canadian and United States generally accepted accounting principles (GAAP)
	This unaudited pro forma consolidated financial information has been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP), which differ in certain material respects from those principles that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The effects of significant measurement differences between Canadian and U.S. GAAP are described below.
	Pro Forma Balance Sheet

	As at
	September 30,
	2006
	$
Mineral properties - under Canadian GAAP	46,078,971
Cumulative mineral property expenditures written off under U.S.
GAAP (a)	(523,514	)
Future income tax effect resulting from measurement differences
between Canadian and U.S. GAAP (b)
Mineral properties - under U.S. GAAP	45,555,457
Shareholders’ equity - under Canadian GAAP	71,983,375
Measurement differences
Cumulative mineral property expenditures written off under
U.S. GAAP (a)	(523,514	)
Shareholders’ equity - under U.S. GAAP	71,459,861

F17.5-10

Western Copper Corporation

Notes to the Pro Forma Consolidated Financial Statements (unaudited)

(expressed in Canadian dollars)

Pro Forma Statements of Loss

	Nine months ended		Year ended
	September 30,		December 31,
	2006		2005
	$		$
Earnings (Loss) for the period - under
Canadian GAAP	(1,585,149	)	(678,706	)
Mineral property expenditures written-off
during the period – under U.S GAAP (a)	(510,969	)	(2,257,186	)
Earnings (Loss) and comprehensive income
(loss) for the period - under U.S. GAAP	(2,096,118	)	(2,935,892	)

a)    Mineral property expenditures

Mineral property expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 4 of the notes to the December 31, 2005 annual audited financial statements of Western Copper Business. For U.S. GAAP purposes, exploration expenditures and periodic option payments relating to mineral properties for which commercial feasibility has not yet been established and all administrative expenditures are expensed as incurred.

Mineral property acquisition costs and development expenditures incurred subsequent to the determination of the feasibility of mining operations are deferred until the property to which they relate is placed into production, sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred.

Mineral property acquisition costs include the cash consideration and the fair value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant agreement. Mineral properties are written off if the property is sold, allowed to lapse, abandoned, or when impairment in the value has been determined to have occurred. Mineral property sales proceeds or option payments received for exploration rights are treated as cost recoveries.

F17.5-11

EX-23.1

CONSENT OF ENGINEERS

We hereby consent to the use of our names in connection with the Technical Report entitled “Carmacks Copper Project” dated March 31, 2006, which is referred to, and contains information set forth in, the registration statement on Form 20-F of Western Silver Corporation being filed with United States Securities and Exchange Commission:

Dated: June 6, 2006

/s/ George Cavey, P. Geo.
George Cavey, P. Geo.
Senior Geologist

/s/ David Gunning, P. Eng.
David Gunning, P. Eng.
Senior Associate Mining Engineer

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form 20-F of our report dated August 9, 2006, relating to the consolidated financial statements of Western Copper Business (the “Business”).

“PricewaterhouseCoopers LLP”

Chartered Accountants
Vancouver, BC, Canada
November 27, 2006

EX-23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated May 12, 2006, except as to Note 1 (b) which is as of October 5, 2006 and Notes 13 and 14(b) which are as of March 9, 2007, accompanying the consolidated financial statements of Lumina Resources Corp. contained in this Registration Statement on Form 20-F for Western Copper Corp. We consent to the use of the aforementioned report in this Registration Statement.

/s/ Grant Thornton LLP

Vancouver, BC
March 9, 2007

CORRESP

   Filed by Automated Filing Services Inc. (604) 609-0244 - Western Copper Corp. - SEC Response Letter