EX-99.1 2 exhibit99-1.htm CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Western Copper and Gold Corporation: Exhibit 99.1 - Filed by newsfilecorp.com


Western Copper and Gold Corporation
(Formerly Western Copper Corporation)
(An exploration stage company)
 
 
Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012
(Unaudited – prepared by management)
(Expressed in Canadian dollars)

 

 

NOTICE TO READER:
These condensed interim consolidated financial statements have not been reviewed by the Company's external auditors. These statements have been prepared by and are the responsibility of the Company’s management. This notice is being provided in accordance with National Instrument 51-102 - Continuous Disclosure Obligations.



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Condensed Interim Consolidated Financial Statements
(Unaudited – prepared by management)
(Expressed in Canadian dollars)

CONSOLIDATED BALANCE SHEETS

          September 30, 2012     December 31, 2011  
           
ASSETS   Note              
Cash and cash equivalents         864,589     1,363,136  
Short-term investments   4     2,576,991     8,102,432  
Other assets         360,289     452,289  
CURRENT ASSETS         3,801,869     9,917,857  
Property and equipment         41,026     82,057  
Exploration and evaluation assets   5     47,528,131     42,114,531  
ASSETS         51,371,026     52,114,445  
LIABILITIES                  
Accounts payable and accrued liabilities         1,250,206     1,192,197  
LIABILITIES         1,250,206     1,192,197  
SHAREHOLDERS’ EQUITY                  
Share capital   6     104,217,164     103,747,315  
Contributed surplus         31,036,559     29,348,559  
Deficit         (85,132,903 )   (82,173,626 )
SHAREHOLDERS’ EQUITY         50,120,820     50,922,248  
LIABILITIES AND SHAREHOLDERS’ EQUITY         51,371,026     52,114,445  
                   
Commitments   9              
Subsequent event   14              

Approved by the Board of Directors

/s/ Robert J. Gayton      Director /s/ Robert Byford      Director

   
The accompanying notes are an integral part of these financial statements - 2 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Condensed Interim Consolidated Financial Statements
(Unaudited – prepared by management)
(Expressed in Canadian dollars)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

          Three Months Ended     Nine Months Ended  
          September 30,     September 30,  
          2012     2011     2012     2011  
    Note          
CORPORATE EXPENSES                              
Accounting and legal         60,199     25,610     214,545     266,079  
Filing and regulatory fees         34,775     28,419     183,989     227,069  
Office and administration         661,223     790,146     2,280,254     1,656,548  
Shareholder communication         141,831     177,028     440,039     445,815  
                               
LOSS BEFORE OTHER ITEMS         898,028     1,021,203     3,118,827     2,595,511  
                               
OTHER ITEMS                              
Exploration tax credit         (145,789 )   -     (145,789 )   -  
Foreign exchange         (22 )   (3,078 )   4,870     2,383  
Interest income         (13,772 )   (64,344 )   (64,429 )   (207,770 )
Plan of arrangement costs   3     -     519,636     45,798     519,636  
                               
LOSS AND COMPREHENSIVE LOSS         738,445     1,473,417     2,959,277     2,909,760  
                               
BASIC AND DILUTED LOSS PER SHARE         0.01     0.02     0.03     0.03  
                               
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING       93,282,503     92,978,205     93,276,372     92,388,341  

 

   
The accompanying notes are an integral part of these financial statements - 3 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Condensed Interim Consolidated Financial Statements
(Unaudited – prepared by management)
(Expressed in Canadian dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS

          Three Months Ended     Nine Months Ended  
          September 30,     September 30,  
          2012     2011     2012     2011  
Cash flows provided by (used in)   Note          
OPERATING ACTIVITIES                              
Loss for the period         (738,445 )   (1,473,417 )   (2,959,277 )   (2,909,760 )
Items not affecting cash                              
     Amortization         -     -     -     4,616  
     Share-based payments   8     417,695     513,375     1,594,504     701,924  
Items not affecting cash         417,695     513,375     1,594,504     706,540  
Change in non-cash working capital items         (19,182 )   (90,379 )   63,655     (295,458 )
OPERATING ACTIVITIES         (339,932 )   (1,050,421 )   (1,301,118 )   (2,498,678 )
FINANCING ACTIVITIES                              
Share issuance costs         -     -     -     (317,715 )
Exercise of stock options   7     -     19,626     301,500     2,728,084  
FINANCING ACTIVITIES         -     19,626     301,500     2,410,369  
INVESTING ACTIVITIES                              
Redemption of short-term investments         2,050,000     4,100,000     5,550,000     7,100,000  
Exploration and evaluation expenditures         (1,396,869 )   (4,085,173 )   (5,048,929 )   (6,846,568 )
INVESTING ACTIVITIES         653,131     14,827     501,071     253,432  
NET INCREASE (DECREASE)         313,199     (1,015,968 )   (498,547 )   165,123  
BEGINNING BALANCE         551,390     2,811,789     1,363,136     1,630,698  
CASH AND CASH EQUIVALENTS         864,589     1,795,821     864,589     1,795,821  

   
The accompanying notes are an integral part of these financial statements - 4 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Condensed Interim Consolidated Financial Statements
(Unaudited – prepared by management)
(Expressed in Canadian dollars)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

    Number of     Share     Contributed     Deficit     Shareholders’  
    Shares     Capital     Surplus           Equity  
               
                               
DECEMBER 31, 2010   91,487,836     99,352,358     29,271,320     (34,359,602 )   94,264,076  
                               
Exercise of stock options   1,514,667     2,728,084     -     -     2,728,084  
Transfer of stock option value   -     1,666,873     (1,666,873 )   -     -  
Share-based payments   -     -     905,255     -     905,255  
Loss and comprehensive loss   -     -     -     (2,909,760 )   (2,909,760 )
                               
SEPTEMBER 30, 2011   93,002,503     103,747,315     28,509,702     (37,269,362 )   94,987,655  
                               
Share-based payments   -     -     838,857     -     838,857  
Fair value of distributed assets   -     -     -     (25,808,211 )   (25,808,211 )
Loss and comprehensive loss   -     -     -     (19,096,053 )   (19,096,053 )
                               
DECEMBER 31, 2011   93,002,503     103,747,315     29,348,559     (82,173,626 )   50,922,248  
                               
Exercise of stock options   280,000     301,500     -     -     301,500  
Transfer of stock option value   -     168,349     (168,349 )   -     -  
Share-based payments   -     -     1,856,349     -     1,856,349  
Loss and comprehensive loss   -     -     -     (2,959,277 )   (2,959,277 )
                               
SEPTEMBER 30, 2012   93,282,503     104,217,164     31,036,559     (85,132,903 )   50,120,820  

   
The accompanying notes are an integral part of these financial statements - 5 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

1.

NATURE OF OPERATIONS

     

Western Copper and Gold Corporation (“Western” or the “Company”), formerly Western Copper Corporation, is an exploration stage company that is directly engaged in exploration and development of the Casino Project located in Yukon, Canada.

     

The Company is incorporated in British Columbia, Canada. Its head office is located at 1111 West Georgia Street, Vancouver, British Columbia.

     

The recoverability of the amounts shown for exploration and evaluation 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 Casino Project, to obtain the necessary financing to continue the exploration and future development of the Casino Project, or to realize the carrying amount through a sale or partial disposal.

     

The Company will have to raise additional funds to complete the exploration and development of the Casino Project. While it has been successful in doing so in the past, there can be no assurance that it will be able to do so in the future.

     
2.

BASIS OF PRESENTATION

     
a.

Summary of significant accounting policies

     

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of interim financial statements, as issued by the International Accounting Standards Board (“IASB”), including International Accounting Standard 34 - Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2011, which have been prepared in accordance with IFRS as issued by the IASB.

     

The accounting policies applied in these condensed interim consolidated financial statements are based on IFRS effective for the year ending December 31, 2012, as issued and outstanding as of November 8, 2012, the date the Board of Directors approved these financial statements.

     
b.

Accounting estimates

     

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosures of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

     

Actual results could differ from those estimates. Significant accounts that require estimates as the basis for determining the stated amounts include exploration and evaluation assets, share-based payments, the fair value of assets distributed pursuant to the plan of arrangement, allocation of financing proceeds, and income and mining taxes. Differences may be material.


 
- 6 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

The estimated cash flows used to assess recoverability of the Company’s exploration and evaluation asset carrying value are developed using management’s projections for long-term average copper, gold and molybdenum prices, recoverable reserves, operating costs, capital expenditures, reclamation costs, and applicable foreign currency exchange rates. Management makes estimates relating to current and future market conditions. There are inherent uncertainties related to these factors and management’s judgment when using them to assess the recoverability of exploration and evaluation assets.

The Company believes that the estimates applied in the assessment of recoverability are reasonable; however such estimates are subject to significant uncertainties and judgments. Although management has made its best estimate of these factors based on current conditions, it is possible that the underlying assumptions can change significantly and impairment charges may be required in future periods. Such charges could be material.

3.

PLAN OF ARRANGEMENT

   

On October 17, 2011, Western Copper Corp. (“Western Copper”) completed a plan of arrangement (the “Arrangement”) involving Western Copper and two of its subsidiaries formed on August 3, 2011 for the purposes of the Arrangement: Copper North Mining Corp. (“Copper North”), and NorthIsle Copper and Gold Inc. (“NorthIsle”). Pursuant to the Arrangement, Western Copper transferred the Carmacks Copper Project, the Redstone Project, and $2 million in cash to Copper North and the Island Copper property and $2.5 million in cash to NorthIsle in consideration for common shares of each respective company. Western Copper then changed its name to Western Copper and Gold Corp. (“Western”) and distributed the common shares of Copper North and NorthIsle to Western’s shareholders.

   

For each common share of Western Copper held as at the effective date of the Arrangement, each shareholder of Western Copper received one common share of Western, 0.5 of a common share of Copper North, and 0.5 of a common share of NorthIsle. Upon closing of the Arrangement, Copper North and NorthIsle were owned exclusively by existing Western Copper shareholders.

   

Holders of outstanding Western Copper warrants (“Warrants”) immediately prior to the effective date are entitled to receive, upon exercise of each such Warrant at the same original exercise price and in accordance with the terms of such Warrant, one common share of Western, 0.5 of a common share of Copper North, and 0.5 of a common share of NorthIsle; all in lieu of the one Western Copper common share that was issuable upon exercise of such Warrant immediately prior to the effective date. Upon the exercise of each Warrant, 13% of the proceeds will be payable to Copper North and 10% of the proceeds will be payable to NorthIsle. Western is entitled to retain 77% of the proceeds from each Warrant exercised.

   

Each Western Copper stock option outstanding on the effective date (“Old Option”) was exchanged for one Western stock option (“New Option”), 0.5 of a NorthIsle stock option, and 0.5 of a Copper North stock option. The exercise price of a New Option equals that of an Old Option less the exercise price allocated to the Copper North and NorthIsle stock options. Other than the exercise price, the New Options have the same terms as the Old Options. The stock options granted by Copper North and NorthIsle as part of the Arrangement vested immediately. The expiry dates remained the same as the Old Options unless the stock option holder did not continue to participate in the respective company; in which case the stock options expire on October 17, 2012.

   

The fair value of the distributed shares was determined by multiplying the amount of common shares distributed by the closing price of those common shares on October 24, 2011, the first day that NorthIsle and Copper North traded on the TSX Venture Stock Exchange. This figure totaled $25,808,211.


 
- 7 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

4.

SHORT-TERM INVESTMENTS

   

Short-term investments consist of Guaranteed Investment Certificates held with Canadian chartered banks. All certificates are redeemable in full or in part at the Company’s option without penalty. Interest is paid on amounts redeemed subsequent to 30 days from the date of acquisition of the investment. Short-term investments held at September 30, 2012 and December 31, 2011 earn interest at a rate of 1.37%.

   
5.

EXPLORATION AND EVALUATION ASSETS


      Casino     Carmacks     Island Copper     Redstone     TOTAL  
             
                                 
  DECEMBER 31, 2010   33,796,624     16,892,724     13,626,006     9,087,267     73,402,621  
                                 
  Claims maintenance   4,509     3,045     5,219     2,110     14,883  
  Engineering studies   3,651,970     -     374,880     -     4,026,850  
  Exploration & camp support   1,744,774     14,905     299,201     243,882     2,302,762  
  Permitting   2,433,440     260,797     87,740     -     2,781,977  
  Reclamation obligation   -     (80,300 )   -     -     (80,300 )
  Salary & wages   209,526     28,409     96,363     5,000     339,298  
  Share-based payments   273,688     23,745     63,708     8,139     369,280  
  Distributed to shareholders   -     (17,143,325 )   (14,553,117 )   (9,346,398 )   (41,042,840 )
                                 
  DECEMBER 31, 2011   42,114,531     -     -     -     42,114,531  
                                 
  Claims maintenance   20,982     -     -     -     20,982  
  Engineering studies   2,368,109     -     -     -     2,368,109  
  Exploration & camp support   510,567     -     -     -     510,567  
  Permitting   2,051,349     -     -     -     2,051,349  
  Salary & wages   200,748     -     -     -     200,748  
  Share-based payments   261,845     -     -     -     261,845  
                                 
  SEPTEMBER 30, 2012   47,528,131     -     -     -     47,528,131  

Casino (100% ownership)

   

The Casino porphyry copper-gold-molybdenum property is located in Yukon, Canada.

   

Should it make a production decision, Western is required to make a payment of $1 million to a third party. Production from the claims is also subject to a 5% net profits interest.

   
6.

SHARE CAPITAL

   

Authorized share capital

   

Unlimited common shares without par value

Unlimited number of preferred shares without par value


 
- 8 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

7.

WARRANTS AND STOCK OPTIONS

     
a.

Warrants

     

There was no change to the Company’s outstanding warrants during the nine months ended September 30, 2012.

     

Warrants outstanding are as follows:


Warrants outstanding,   Number of     Average  
by exercise price   warrants     remaining  
          contractual life  
          years  
             
$2.60   2,150,000     0.18  
$3.45   4,697,750     0.23  
             
SEPTEMBER 30, 2012   6,847,750     0.21  

 

Pursuant to the Arrangement described in note 3, Western is only entitled to retain 77% of the proceeds from each warrant exercised.

     
  b.

Stock options

     
 

Based on the stock option plan approved by the Company’s shareholders at the annual general meeting held on June 21, 2012, 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 September 30, 2012, the Company could issue an additional 4,054,583 stock options under the terms of the plan.

     
 

A summary of the Company’s stock options outstanding as at September 30, 2012 and the changes for the period then ended, is presented below:


    Number of     Weighted average  
    Stock options     exercise price  
         
             
DECEMBER 31, 2011   4,313,667     1.77  
             
Granted   1,660,000     0.80  
Exercised   (280,000 )   1.08  
Expired   (420,000 )   1.72  
             
SEPTEMBER 30, 2012   5,273,667     1.50  

 
- 9 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

Stock options outstanding are as follows:

Stock options outstanding,   Number of     Weighted average     Average  
by exercise price   Stock options     exercise price     remaining  
                contractual life  
            years  
                   
$0.55 - 0.84   2,853,667     0.76     3.76  
$1.14   445,000     1.14     0.73  
$1.50 – 1.85   300,000     1.70     2.55  
$2.84   1,675,000     2.84     3.79  
                   
SEPTEMBER 30, 2012   5,273,667     1.50     3.44  

Of the total stock options outstanding, 2,463,660 were vested and exercisable at September 30, 2012. The weighted average exercise price of vested stock options is $1.37 and the average remaining contractual life is 2.39 years.

8.

SHARE-BASED PAYMENTS

   

Costs associated with share-based payments have been allocated to the following line items:


      Three Months Ended     Nine Months Ended  
      September 30,     September 30,  
      2012     2011     2012     2011  
           
                           
  Office and administration   391,070     466,465     1,491,157     616,785  
  Shareholder communication   26,625     46,910     103,347     85,139  
  CORPORATE EXPENSES   417,695     513,375     1,594,504     701,924  
                           
  Casino   72,850     60,710     261,845     107,739  
  Carmacks   -     19,248     -     23,745  
  Island Copper   -     41,069     -     63,708  
  Redstone   -     8,139     -     8,139  
  EXPLORATION AND EVALUATION ASSETS   72,850     129,166     261,845     203,331  
                           
  SHARE-BASED PAYMENTS   490,545     642,541     1,856,349     905,255  

The fair value of share-based payments is determined at the time of grant using the Black-Scholes option pricing model. 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.

 
- 10 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

The following is a summary of stock options granted by the Company during the nine months ended 2012 and the fair value assigned to each stock option grant. The fair value was calculated using the Black-Scholes option pricing model and the following inputs and assumptions:

Inputs and assumptions September 10, 2012 July 12, 2012
     
Stock options granted 50,000 1,610,000
Exercise price $0.84 $0.80
     
Market price $0.84 $0.72
Expected option term (years) 3.0 3.0
Expected stock price volatility 73.5% 76.5%
Average risk-free interest rate 1.25% 1.01%
Expected dividend yield - -
Expected forfeiture rate - -
     
FAIR VALUE ASSIGNED $20,390 $548,442

9.

COMMITMENTS

   

The Company has an agreement to lease its head office space until May 31, 2016. The total amount of payments remaining during the course of the agreement as at September 30, 2012 is $1,185,000. Of this amount, $311,000 is due within the next twelve months.

   

Commitments related to exploration and evaluation assets are described in note 5.

   
10.

RELATED PARTY TRANSACTIONS

   

The Company had related party transactions with Ravenwolf Resource Group Ltd. (“Ravenwolf”), a private company owned equally by Western, NorthIsle, and Copper North. Ravenwolf provides administration, accounting and other services to its owners on a cost-recovery basis. The related party transactions incurred during the periods presented were in the normal course of operations.

   

Amounts charged by Ravenwolf were categorized as follows:


      Three Months Ended     Nine Months Ended  
      September 30,     September 30,  
      2012     2011     2012     2011  
           
                           
  Filing and regulatory   -     -     1,502     -  
  Office and administration   238,943     -     709,570     -  
  Shareholder communication   31,275     -     91,502     -  
  CORPORATE EXPENSES   270,218     -     802,574     -  
                           
  Other assets   1,316     -     1,316     -  
  Exploration and evaluation assets   64,410     -     201,486     -  
  ASSETS   65,726           202,802        
                           
      335,944     -     1,005,376     -  

 
- 11 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

Other assets of the Company include amounts receivable of $144,000 from Ravenwolf for advances made by Western to fund Ravenwolf’s working capital. This amount is non-interest bearing, unsecured and payable on demand.

The Company’s related parties also include its directors and officers. The remuneration of directors and officers was as follows:

      Three Months Ended     Nine Months Ended  
      September 30,     September 30,  
      2012     2011     2012     2011  
           
                           
  Salaries and director fees   188,725     213,100     595,900     632,401  
  Share-based payments   326,499     478,710     1,266,794     666,974  
                           
      515,224     691,810     1,862,694     1,299,375  

Share-based payments represent the fair value of stock options previously granted to directors and officers that was recognized during the periods presented above.

   
11.

SEGMENTED INFORMATION

   

The Company’s operations are primarily directed towards the acquisition, exploration, and future development of resource properties in Canada. All interest income is earned in Canada and all assets are held in Canada.

   
12.

CAPITAL MANAGEMENT

   

Western is a mineral exploration company with a primary focus of advancing its Casino Project towards production. Its principal source of funds is the issuance of common shares. The Company considers capital to be equity attributable to common shareholders, comprised of share capital, contributed surplus, and deficit. It is the Company’s objective to safeguard its ability to continue as a going concern so that it can continue to explore and develop its Casino Project.

   

Western manages its capital structure based on the funds available for its operations and makes adjustments for changes in economic conditions, capital markets and the risk characteristics of the underlying assets. To maintain its objectives, the Company may attempt to issue new shares, seek debt financing, acquire or dispose of assets or change the timing of its planned exploration and development activities. There is no assurance that these initiatives will be successful.

   

To facilitate the management of its capital, Western prepares annual expenditure budgets and updates them as necessary, depending on various factors, many of which are beyond the Company’s control. The Board of Directors approves all annual budgets and subsequent updates.

   

The Company monitors its cash position and its short-term investments on a regular basis to determine whether sufficient funds are available to meet its short-term and long-term corporate objectives. The Company also seeks to provide liquidity and limit credit risk by acquiring investments that are guaranteed by Canadian governments or by a Canadian chartered bank and that are redeemable in portion or in full at the Company’s option without penalty.


 
- 12 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

There was no change in the Company’s approach to capital management during the period.

     

Western has no debt and does not pay dividends. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements.

     
13.

FINANCIAL INSTRUMENT RISK

     

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to market, liquidity, credit, currency, and interest rate risks from the use of financial instruments. Financial instruments consist of cash and cash equivalents, short-term investments, certain other assets, and accounts payable and accrued liabilities.

     
a.

Market risk

     

The Company does not generate cash from its operating activities. Its principal source of funds is the issuance of common shares. It uses the capital raised from the issuance of its common shares to explore and develop its Casino Project with the goal of increasing the price of the Company’s common shares. Western’s common shares are publicly traded. As such, the price of its common shares is susceptible to factors beyond management’s control including, but not limited to, fluctuations in commodity prices and foreign exchange rates and changes in the general market outlook. Should Western require funds during a time when the price of its common shares is depressed, the Company may be required to accept significant dilution to maintain enough liquidity to continue operations or may be unable to raise sufficient capital to meet its obligations.

     
b.

Liquidity risk

     

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. The Company uses cash forecasts to help ensure that there is sufficient cash on hand to meet short-term business requirements. Cash is invested in highly liquid investments which are available to discharge obligations when they come due. The Company does not maintain a line of credit.

     
c.

Credit risk

     

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and short-term investments. These financial instruments are at risk to the extent that the institutions issuing or holding them cannot redeem amounts when they are due or requested. To limit its credit risk, the Company uses a restrictive investment policy. It deposits cash and cash equivalents in Canadian chartered banks and purchases short-term investments that are guaranteed by Canadian governments or by Canadian chartered banks.

     
d.

Currency risk

     

Currency risk is the risk that the Company will lose significant purchasing power to operate its business as a result of changes in currency rates. The Company raises funds in Canadian dollars. The majority of the Company’s expenditures are incurred in Canadian dollars. To limit its exposure to currency risk, Western maintains the majority of its cash and cash equivalents and short-term investments in Canadian dollars. The Company did not have a material amount of financial instruments denominated in foreign currencies as at September 30, 2012 or December 31, 2011.


 
- 13 -



Western Copper and Gold Corporation (Formerly Western Copper Corporation)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2012 (unaudited – prepared by management)
(Expressed in Canadian dollars)

  e.

Interest rate risk

     
 

The Company is exposed to interest rate risk on its cash and cash equivalents and its short-term investments to the extent that the institutions that hold or issue those instruments cannot pay the interest earned on them by Western. Potential losses in interest income are not material.


14.

SUBSEQUENT EVENT

   

On October 5, 2012, the Company closed a non-brokered private placement of 500,000 flow-through common shares at a price of $0.80 per share for gross proceeds of $400,000. Certain insiders were involved in the private placement. The gross proceeds of the financing will be used to incur qualifying Canadian Exploration Expenses.


 
- 14 -