Amendment: SEC Form SCHEDULE 13D/A filed by Western Copper and Gold Corporation
$WRN
Metal Mining
Basic Materials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Western Copper and Gold Corporation (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
95805V108 (CUSIP Number) |
Andy Hodges, Company Secretary
Rio Tinto plc, 6 St James's Square
London, X0, SW1Y 4AD
44 (0) 20 7781 2000
Rio Tinto plc, 6 St James's Square
London, X0, SW1Y 4AD
44 (0) 20 7781 2000
With copy to: Scott Miller
Sullivan & Cromwell LLP, 125 Broad Street
New York, NY, 10004
1 212 558-4000
Sullivan & Cromwell LLP, 125 Broad Street
New York, NY, 10004
1 212 558-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/26/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 95805V108 |
| 1 |
Name of reporting person
Rio Tinto plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
19,004,925.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
For rows 8, 10, 11 and 13, see Item 5.
For row 13, the calculation is based on 225,628,684 common shares, without par value (the "Shares"), being the number of Shares outstanding as of March 25, 2026, as disclosed in the Company's Annual Information Form for the year ended December 31, 2025.
SCHEDULE 13D
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| CUSIP Number(s): | 95805V108 |
| 1 |
Name of reporting person
Rio Tinto Canada Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
19,004,925.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For rows 8, 10, 11 and 13, see Item 5.
For row 13, the calculation is based on 225,628,684 common shares, without par value (the "Shares"), being the number of Shares outstanding as of March 25, 2026, as disclosed in the Company's Annual Information Form for the year ended December 31,2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
Western Copper and Gold Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 907 - 1030 West Georgia Street, Vancouver,
BRITISH COLUMBIA, CANADA
, V6E 2Y3. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") relates to the Statement on Schedule 13D (this "Schedule 13D") filed on April 1, 2026 by Rio Tinto plc, a public limited company incorporated under the laws of England and Wales ("Rio Tinto"), and Rio Tinto Canada Inc., a corporation incorporated under the laws of Canada ("RTCI" and, together with Rio Tinto, the "Rio Tinto Companies"). Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged.
Explanatory Note: This Amendment No. 4 is being filed to reflect a passive decrease of greater than one percent (1%) in the percentage of the Company's Common Shares owned beneficially by the Reporting Persons based on the Company's disclosure of the number of Common Shares outstanding. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The Company discloses the number of its issued and outstanding Common Shares on a quarterly basis. On March 26, 2026, the Company filed its Form 40-F with the Securities and Exchange Commission including as an Exhibit the Company's Annual Information Form for the year ended Dember 31, 2025. The Annual Information Form disclosed on page 26 that "[a]s of March 25, 2026, the Company had 225,628,684 Common Shares issued and outstanding." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Item 4 of this Amendment No. 4 is incorporated by reference in its entirety into this Item 5. There were no other transactions by the reporting persons that were effected during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
A Joint Filing Agreement between Rio Tinto plc and Rio Tinto Canada Inc., dated November 23, 2022.*
B Subscription Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc. dated May 14, 2021.*
C Investor Rights Agreement between Western Copper and Gold Corporation and Rio Tinto Canada Inc. dated May 28, 2021.*
D Extension letter dated November 22, 2022, from Rio Tinto Canada Inc. to Western Copper and Gold Corporation.*
E Subscription Agreement, dated November 27, 2023, between Western Copper and Gold Corporation and Rio Tinto Canada Inc.
F Amended and Restated Investor Rights Agreement dated November 27, 2023, between Western Copper and Gold Corporation and Rio Tinto Canada Inc.*
G Form of Second Amended and Restated Investor Rights Agreement dated June 13, 2025, between Western Copper and Gold Corporation and Rio Tinto Canada Inc.*
* Previously filed. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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