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 endedDecember 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 | |
99.5 | |
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.