0001062993-13-000148.txt : 20130109 0001062993-13-000148.hdr.sgml : 20130109 20130108182442 ACCESSION NUMBER: 0001062993-13-000148 CONFORMED SUBMISSION TYPE: 40-F/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20130109 DATE AS OF CHANGE: 20130108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Western Copper & Gold Corp CENTRAL INDEX KEY: 0001364125 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35075 FILM NUMBER: 13519148 BUSINESS ADDRESS: STREET 1: #2050 - 1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E4M3 BUSINESS PHONE: 6046849497 MAIL ADDRESS: STREET 1: #2050 - 1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E4M3 FORMER COMPANY: FORMER CONFORMED NAME: Western Copper CORP DATE OF NAME CHANGE: 20060525 40-F/A 1 form40fa.htm FORM 40-F/A Western Copper and Gold Corporation: Form 40F/A - Filed by newsfilecorp.com

U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F
(Amendment No. 1)

(Check One)

[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or

[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2011

Commission file number 1-35075

WESTERN COPPER AND GOLD CORPORATION
(Exact name of registrant as specified in its charter)

British Columbia, Canada 1000 98-0496216
(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number (if Identification Number (if
  applicable)) Applicable))

Suite 2050 – 1111 West Georgia Street
Vancouver, British Columbia V6E 4M3
Canada
(604) 684-9497
(Address and Telephone Number of Registrant’s Principal Executive Offices)

DL Services Inc.
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(206) 903-5448
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)

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
Common Shares, no par value NYSE MKT

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

For annual reports, indicate by check mark the information filed with this Form:

[X] Annual Information Form                  [X] Audited Annual Financial Statements

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:
93,002,503

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 X   No___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ___  No__


EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 40-F of Western Copper and Gold Corporation (the “Company”) for the fiscal year ended December 31, 2011, originally filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2012 (the “Original Report”), is being filed in response to comments from the Securities and Exchange Commission, solely to amend Exhibits 99.4 and 99.5 included in the Original Report.

This Amendment No. 1 consists of a cover page, this explanatory note, a signature page, an exhibit index, and amended Exhibits 99.4 and 99.5.

This Amendment No. 1 speaks as of the initial filing date of the Original Report. Other than as expressly set forth above, no part of the Original Report is being amended. Accordingly, other than as discussed above, this Amendment No. 1 does not purport to amend, update or restate any other information or disclosure included in the Original Report or reflect any events that have occurred after the initial filing date of the Original Report. As a result, the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2011 continues to speak as of March 26, 2012 or, to the extent applicable, such other date as may be indicated in the Original Report.

SIGNATURES

     Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 8, 2013.

  Western Copper and Gold
  Corporation.
     
     
     
  By: /s/ Julien François
  Name: Julien François
  Title: Chief Financial Officer

1


EXHIBIT INDEX

Exhibit Description
99.1*

Annual Information Form for the fiscal year ended December 31, 2011

99.2*

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2011

99.3*

Audited Consolidated Financial Statements for the fiscal year ended December 31, 2011

99.4

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

99.5

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

99.6*

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.7*

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.8*

Consent of PricewaterhouseCoopers LLP

99.9*

Consent of Conrad E. Huss, P. Eng.

99.10*

Consent of Gary Giroux P. Eng.

99.11*

Consent of Michael Hester, F Aus IMM

99.12*

Consent of Scott Casselman, P. Geo.

99.13*

Consent of Tom Drielick, PE

99.14*

Consent of Bruno Borntaeger, P. Eng.

99.15*

Consent of Jesse Duke, P. Geo.

*Previously Filed.


EX-99.4 2 exhibit99-4.htm EXHIBIT 99.4 Western Copper and Gold Corporation: Exhibit 99.4 - Filed by newsfilecorp.com

EXHIBIT 99.4

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dale Corman, certify that:

1.

I have reviewed this annual report on Form 40-F of Western Copper and Gold Corporation;

     
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

     
4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f)) for the issuer and have:

     
(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
(c)

Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
(d)

Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

     
5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent function):




  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

     
  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: January 8, 2013

  /s/ Dale Corman
  Name: Dale Corman
  Title: Chief Executive Officer


EX-99.5 3 exhibit99-5.htm EXHIBIT 99.5 Western Copper and Gold Corporation: Exhibit 99.5 - Filed by newsfilecorp.com

EXHIBIT 99.5

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Julien François, certify that:

1.

I have reviewed this annual report on Form 40-F of Western Copper and Gold Corporation;

     
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

     
4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f)) for the issuer and have:

     
(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
(c)

Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
(d)

Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

     
5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent function):




  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

     
  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: January 8, 2013

  /s/ Julien François
  Name: Julien François
  Title: Chief Financial Officer