Western Copper and Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
| Form 51-102F3 |
| Material Change Report |
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CONTENT OF MATERIAL CHANGE REPORT
| ITEM 1. |
NAME AND ADDRESS OF ISSUER |
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Western Copper and Gold Corporation (the
"Corporation") |
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Suite 2050, 1111 West Georgia Street |
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Vancouver, BC V6E 4M3 |
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Telephone: (604) 684-9497 |
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Fax: (604) 669-2926 |
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| ITEM 2. |
DATE OF MATERIAL CHANGE |
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December 20, 2012 |
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| ITEM 3. |
NEWS RELEASE |
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December 20, 2012 and distributed through the facilities
of Canada Newswire and filed on SEDAR. |
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| ITEM 4. |
SUMMARY OF MATERIAL CHANGE |
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The Corporation has announced (and completed) the sale of
a 2.75% net smelter returns royalty in the Casino Project. |
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| ITEM 5.1 |
FULL DESCRIPTION OF MATERIAL CHANGE |
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On December 20, 2012, the Corporation announced that it
and its wholly owned subsidiary, Casino Mining Corporation, entered into a
royalty sale agreement dated December 20, 2012 with 8248567 Canada
Limited, an arm's length purchaser, (the "Purchaser") whereby the
Purchaser agrees to cancel its 5% net profits interest royalty on certain
claims comprising the Casino Project and pay US$32 million in exchange for
a 2.75% net smelter returns royalty in the Casino Project (the
"Transaction"). |
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On December 21, 2012, the Corporation announced the
completion of the Transaction. See the news releases attached as Schedules
"A" and "B" hereto for a full description of the change. |
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| ITEM 5.2 |
DISCLOSURE FOR RESTRUCTURING TRANSACTIONS |
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Not applicable. |
| ITEM 6. |
RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT
51- 102 |
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Not applicable. |
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| ITEM 7. |
OMITTED INFORMATION |
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No information has been omitted on the basis that it is
confidential information. |
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| ITEM 8. |
EXECUTIVE OFFICER |
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Contact:
Julien François, Chief Financial Officer |
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Telephone:
(604) 684-9497 |
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| ITEM 9. |
DATE OF REPORT |
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Dated at Vancouver, British Columbia, this 21st
day of December, 2012. |
- 2 -
NEWS RELEASE
| December 20, 2012 |
Release 10- 2012 |
WESTERN COPPER AND GOLD TO SELL ROYALTY FOR US$32 MILLION
VANCOUVER, BC: Western Copper and Gold Corporation (“Western”
or the “Company”) (TSX:WRN; NYSE MKT:WRN) announces that the Company and its
wholly owned subsidiary, Casino Mining Corporation, have entered into a royalty
sale agreement (the “Agreement”) dated December 20, 2012 with 8248567 Canada
Limited, an arm's length purchaser, (the “Purchaser”) whereby the Purchaser
agrees to cancel its 5% net profits interest royalty in the Casino Project and
pay US$32 million in exchange for a 2.75% net smelter returns royalty in the
Casino Project (the “Transaction”).
In accordance with the terms of the Agreement, among other
things:
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a. |
The Purchaser will obtain a 2.75% net smelter returns
royalty (the “NSR Royalty”) on the future sale of any metals and minerals
derived from the Casino Project; |
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b. |
The Purchaser will agree to cancel the 5% net profits
interest in the Casino Project that it already owns on certain claims held
by Western; and |
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c. |
Western will receive a cash payment of US$32 million upon
completion of the Transaction for Casino Project development expenditures
and general working capital. |
Western has the option to repurchase 0.75% of the NSR Royalty
(resulting in a 2.00% remaining royalty) for the following amount:
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a. |
US$39 million if the amount is paid on or prior to
December 31, 2013; or |
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b. |
US$59 million if the amount is paid after January 1, 2014
but on or before December 31, 2017. |
This Transaction is subject to any required regulatory
approvals and conditions usual for a Transaction of this nature and is expected
to close on or about December 21, 2012.
“This Transaction is expected to provide us with sufficient
capital to complete the permitting and detailed engineering of the Casino
Project and have it ready for project financing and construction;” said Dale
Corman, Chairman and CEO, “furthermore, it helps to affirm the tremendous value
of the project.”
CIBC World Markets Inc. acted as financial advisor to Western
Copper & Gold in connection with this transaction.
1
TSX: WRN
NYSE MKT: WRN
ABOUT WESTERN COPPER AND GOLD CORPORATION
Western Copper and Gold Corporation is a Vancouver-based
exploration and development company with significant copper, gold and molybdenum
resources and reserves. The Company has 100% ownership of the Casino Project
located in the Yukon Territory. The Casino Project is one of the world's largest
open-pit gold, copper, silver and molybdenum deposits. For more information,
visit www.westerncopperandgold.com.
On behalf of the board,
“Dale Corman”
F. Dale Corman
Chairman & CEO
For more information please contact Paul West-Sells, President
& COO or Justin Rasekh, Manager Corporate Communications & Investor
Relations, at 604.684.9497 or email info@westerncopperandgold.com.
Cautionary Disclaimer Regarding Forward-Looking Statements
and Information
Certain of the statements and information in this press
release constitute “forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and “forward-looking
information” within the meaning of applicable Canadian securities laws.
Forward-looking statements and information generally express predictions,
expectations, beliefs, plans, projections, or assumptions of future events or
performance and do not constitute historical fact. Forward-looking statements
and information tend to include words such as “may,” “expects,” “anticipates,”
“believes,” “targets,” “forecasts,” “schedules,” “goals,” “budgets,” or similar
terminology. Forward-looking statements and information herein include, but are
not limited to, statements with respect to the completion of the Transaction;
completion of permitting and detailed engineering; and resource and reserve
estimates. All forward-looking statements and information are based on Western's
or its consultants' current beliefs as well as various assumptions made by and
information currently available to them. These assumptions include, without
limitation that any necessary regulatory approvals and all conditions precedent
to the proposed transaction will be obtained and/or satisfied in a timely manner
and that regulatory approvals will be available on acceptable terms. Although
management considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. Forward-looking
statements and information are inherently subject to significant business,
economic, and competitive uncertainties and contingencies and are subject to
important risk factors and uncertainties, both known and unknown, that are
beyond Western's ability to control or predict. Actual results and future events
could differ materially from those anticipated in forward-looking statements and
information. Examples of potential risks are set forth in Western's most
recently filed Form 40-F with the U.S. Securities and Exchange Commission and
its most recently filed Annual Information Form with the Canadian Securities
Administrators as of the date of this press release. Accordingly, readers should
not place undue reliance on forward-looking statements or information. Western
expressly disclaims any intention or obligation to update or revise any
forward-looking statements and information whether as a result of new
information, future events or otherwise, except as otherwise required by
applicable securities legislation.
2
TSX: WRN
NYSE MKT: WRN
NEWS RELEASE
| December 21, 2012 |
Release 11-2012 |
WESTERN COPPER AND GOLD COMPLETES SALE OF
ROYALTY
VANCOUVER, BC: Western Copper and Gold Corporation (“Western” or the “Company”)
(TSX:WRN; NYSE MKT:WRN) and its wholly owned
subsidiary, Casino Mining Corporation, are pleased to announce that, further to
its news release dated December 20, 2012, it has met all of the escrow
conditions related to the royalty sale agreement with 8248567 Canada Limited,(the “Purchaser”) whereby
the Purchaser agrees to cancel its 5% net profits interest royalty in the Casino
Project and pay US$32 million in exchange for a 2.75% net smelter returns
royalty in the Casino Project.
The sale is now closed and the net proceeds
from the sale have been received by the Company.
ABOUT WESTERN COPPER AND GOLD
CORPORATION
Western Copper and Gold Corporation is a
Vancouver-based exploration and development company with significant copper,
gold and molybdenum resources and reserves. The Company has 100% ownership of
the Casino Project located in the Yukon Territory. The Casino Project is one of
the world's largest open-pit gold, copper, silver and molybdenum deposits. For
more information, visit www.westerncopperandgold.com.
On behalf of the board,
“Dale Corman”
F. Dale Corman
Chairman & CEO
For more information please contact Paul
West-Sells, President & COO or Justin Rasekh, Manager Corporate
Communications & Investor Relations, at 604.684.9497 or email
info@westerncopperandgold.com.
1
TSX: WRN
NYSE MKT: WRN
Cautionary Disclaimer Regarding
Forward-Looking Statements and Information
Certain of the statements and
information in this press release constitute “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act
of 1995 and “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking
statements and information generally express predictions, expectations, beliefs,
plans, projections, or assumptions of future events or performance and do not
constitute historical fact. Forward-looking statements and information tend to include words such as “may,” “expects,”
“anticipates,” “believes,” “targets,” “forecasts,” “schedules,” “goals,”
“budgets,” or similar terminology. Forward-looking statements and information herein include, but are not
limited to, statements with respect to the completion of the Transaction;
completion of permitting and detailed engineering; and resource and reserve
estimates. All forward-looking statements and information are based on Western's
or its consultants' current beliefs as well as various assumptions made by and
information currently available to them. These assumptions include, without
limitation that any necessary regulatory approvals and all conditions precedent
to the proposed transaction will be obtained and/or satisfied in a timely manner
and that regulatory approvals will be available on acceptable terms. Although
management considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. Forward-looking
statements and information are inherently subject to significant business,
economic, and competitive uncertainties and contingencies and are subject to
important risk factors and uncertainties, both known and unknown, that are
beyond Western's ability to control or predict. Actual results and future events
could differ materially from those anticipated in forward-looking statements and
information. Examples of potential risks are set forth in Western's most
recently filed Form 40-F with the U.S. Securities and Exchange Commission and
its most recently filed Annual Information Form with the Canadian Securities
Administrators as of the date of this press release. Accordingly, readers should
not place undue reliance on forward-looking statements or information. Western
expressly disclaims any intention or obligation to update or revise any
forward-looking statements and information whether as a result of new
information, future events or otherwise, except as otherwise required by
applicable securities legislation.
2
TSX: WRN
NYSE MKT: WRN