Western Copper and Gold Corporation: Exhibit 99.2

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Western Copper and Gold Corporation: Exhibit 99.2 - Filed by newsfilecorp.com

WESTERN COPPER AND GOLD CORPORATION

18^th floor, 570 Granville Street
Vancouver, British Columbia V6C 3P1
Telephone: (604) 684-9497
Facsimile: (604) 669-2926

INFORMATION CIRCULAR

(As at May 13, 2014, except as indicated)

Western Copper and Gold Corporation ("Western", the "Issuer" or the "Company") is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the annual general meeting (the "Meeting") of the Company to be held on June 24, 2013 and at any adjournments or postponements thereof. Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders as of May 13, 2014 or duly appointed proxyholders are permitted to vote at the Meeting. Common shares of the Company (the "Common Shares") represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"), Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, using the methods set out in the form of proxy, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of Common Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the Common Shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the Common Shares; bank, trust company, trustee or administrator of self-administered RRSP’s, RRIF’s, RESP’s and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your Common Shares through a broker, you are likely an unregistered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular, the Proxy and a notice (the "Notice-and-Access Notification") in the form required under the notice-and-access regime adopted by the Canadian Securities Administrators (see "Notice-and-Access" below), to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Common Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order to ensure that your Common Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as "non-objecting beneficial owners ("NOBOs"). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as "objecting beneficial owners" ("OBOs").

The Company is not sending the Meeting materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting materials to the Nominees for distribution to NOBOs.

The Company intends to pay for Nominees to deliver the Meeting materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary to OBOs.

NOTICE-AND-ACCESS

In February 2013, the Canadian Securities Administrators implemented regulatory amendments to securities laws, including National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") and National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"), governing the delivery of proxy-related materials by public companies. As a result, public companies are now permitted to deliver proxy-related materials to their shareholders using the "notice-and-access"; mechanism (as defined under NI 54-101, and sometimes referred to herein as the "notice-and-access provisions") by posting such materials both on SEDAR and a non-SEDAR website, rather than delivering the materials by mail. The use of the notice-and-access reduces paper waste and mailing costs to the Company. In order for the Company to employ notice-and-access, the Company must send the Notice-and-Access Notification to shareholders indicating that the proxy-related materials have been posted electronically and explaining how a shareholder can access them or obtain from the Company a paper copy of those materials.

The Company is sending this Information Circular to shareholders using notice-and-access as permitted by NI 54-101 and NI 51-102. The Meeting materials, including this Information Circular, are available on the Company's website at http://www.westerncopperandgold.com/investors/agm2014/ and will remain on the website for at least one full year from the date that the Meeting materials are posted on SEDAR. The Meeting materials are also available under the Company's profile on SEDAR at www.sedar.com.

The Company will not use procedures known as "stratification" in relation to its use of the notice-and-access provisions in relation to the Meeting. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting. Shareholders will receive a Notice-and-Access Notification and a form of proxy or voting instruction form and may choose to receive a printed paper copy of the Information Circular.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, his or her attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least 7 days before the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Common Shares without par value of which 94,128,937 Common Shares are issued and outstanding. Persons who are registered shareholders of Common Shares at the close of business on the record date of May 13, 2014 will be entitled to receive notice of, and vote at, the Meeting and will be entitled to one vote for each Common Share held.

To the knowledge of the directors and executive officers of the Company, no person beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all Common Shares of the Company.

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Shareholder approval will be sought to fix the number of directors of the Company at five (5).

The proposed nominees in the list that follows are, in the opinion of the Company, well qualified to direct the Company’s activities for the ensuing year and have confirmed their willingness to serve as directors, if elected. Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is set out in the table below. All such nominees were elected to the Board at the 2013 annual meeting of shareholders of the Company.

Name, Jurisdiction of Residence and Position ⁽¹⁾	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years	Date First Became a Director of the Company ⁽²⁾	Number of Common Shares Beneficially Owned, Controlled or Directed, directly or indirectly ⁽³⁾
Dale Corman Chair, CEO, and Director British Columbia, Canada	Chairman of the Board and Chief Executive Officer of Western Copper and Gold Corporation.	April 2006	5,831,100
Robert Byford ^{(4) (5)} Director British Columbia, Canada	Chartered Accountant; former partner with KPMG LLP, an accountancy.	September 2009	72,575
Robert Gayton ^{(4) (6)} Director British Columbia, Canada	Chartered Accountant; financial consultant to the mineral exploration and development industry since 1990.	May 2006	145,400
David Williams ^{(4) (5) (6)} Director Ontario, Canada	President of Roxborough Holdings Limited, a private holding company since 1995.	May 2006	725,000 ⁽⁷⁾
Klaus Zeitler ^{(5) (6)} Director British Columbia, Canada	President of Amerigo Resources Ltd., a mineral processing company.	May 2006	127,500

⁽¹⁾	The information as to country and province or state of residence, and principal occupation, not being within the knowledge of the Company, has been furnished by the respective nominees.

⁽²⁾	All nominees were appointed as directors of Western Copper and Gold Corp. upon completion of the plan of arrangement on October 17, 2011. The month listed above indicates when each nominee first became a director of Western Copper Corp., the predecessor to Western Copper and Gold Corp.

⁽³⁾	Common Shares beneficially owned, controlled or directed, directly or indirectly, as at May 13, 2014 based upon information obtained from System for Electronic Disclosure by Insiders. Unless otherwise indicated, such Common Shares are held directly.

⁽⁴⁾	Member of Audit Committee.

⁽⁵⁾	Member of Corporate Governance and Nominating Committee.

⁽⁶⁾	Member of Compensation Committee.

⁽⁷⁾	Of these Common Shares, 150,000 are held indirectly in the name of Seed Foundation, a private company controlled by Mr. Williams.

Dale Corman

Dale Corman, B.Sc., P.Eng., has served as Chief Executive Officer, Director, and Chairman of the Board Directors since the Company's inception in 2006. From 1995 to 2006, he was Chairman of the Board of Directors and Chief Executive Officer of Western Silver Corporation. He has 30 years' experience as a senior corporate officer of publicly listed companies in Canada and the United States, as well as extensive expertise in mineral and geothermal exploration and development, property evaluation and acquisition, project financing, and corporate management. Mr. Corman received a B.S. in geology from Rensselaer Polytechnic Institute in Troy, New York, in 1961 and obtained Professional Engineer status in Ontario in 1972.

Mr. Corman is a Director of Spanish Mountain Gold [TSXV:SPA], NorthIsle Copper and Gold Inc. [TSXV:NCX], and Copper North Mining Corp. [TSXV:COL].

Robert Byford

Robert M. Byford, FCA, has served as director since 2009. He is a former partner of KPMG LLP and Senior Vice President and Director of KPMG Corporate Finance Inc. He has a background in audit and tax and acquired significant experience with numerous public companies during his 39 years with KPMG and predecessor firms. In 1983, Mr. Byford became Managing Partner of the BC Region consulting practice and was a founding partner of the firm’s Corporate Finance Practice. Mr. Byford has acted as lead financial adviser on a wide range of finance, divestiture and acquisition transactions in many industry sectors. He was an elected Governor of the Vancouver Stock Exchange and has been a frequent speaker on corporate governance, securities and corporate finance matters. He graduated from Simon Fraser University in 1969 and obtained his professional qualification as a Chartered Accountant in 1971. Mr. Byford was elected a fellow of the Institute of Chartered Accountants of British Columbia in 2009 for outstanding service to the community and this profession.

Robert Gayton

Robert Gayton, B.Comm., Ph.D., FCA, has served as Director, and Chairman of the Audit Committee since the Company’s inception in 2006.

Dr. Gayton is a Chartered Accountant and holds a Ph.D. – Accounting/Finance from the University of California, Berkeley (1973). Dr. Gayton was a member of the Business School faculties at Berkeley and the University of BC from 1965 to 1974.

In 1974, Dr. Gayton left academia to join Peat Marwick Mitchell (now KPMG LLP) and establish their professional development program. He became partner in 1976 and transferred to the audit practice in 1979. In 1987, Dr. Gayton left the firm to join a client and since that time has acted as financial advisor/officer to various resource based companies.

He is currently a director and chair/member of the audit and other committees of the following companies: Amerigo Resources Ltd. [TSX:ARG], B2 Gold Corp. [TSX:BTO], Eastern Platinum Limited [TSX & AIM:ELR], and Nevsun Resources Ltd. [TSX & NYSE MKT:NSU].

David Williams

David Williams, LL.B., MBA, has served as Director since the Company’s inception in 2006. Mr. Williams currently manages investments for his family holding company and is involved in a number of charitable organizations. Mr. Williams holds a Master of Business Administration Degree from Queens University and a Doctor of Civil Laws Degree from Bishops University. He is a Director of SQI Diagnostics [TSXV:SQD].

Klaus Zeitler

Klaus Zeitler, Ph.D., has served as Director since the Company’s inception in 2006. Dr. Zeitler was the founder and CEO of Inmet from 1987 to 1996. Dr. Zeitler was Senior Vice President of Teck Cominco Limited from 1997 to 2002, and previously was on the Board of Directors of Teck Corp. from 1981 to 1997 and Cominco Limited from 1986 to 1996.

Dr. Zeitler is currently CEO, Director, and Chairman of Amerigo Resources Ltd. [TSX:ARG], Chairman and Director of Los Andes Copper Ltd. [TSXV:LA] and Chairman and Director of Rio Alto Mining Limited [TSX:RIO].

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

David Williams was a director of the reporting issuers when the following events occurred:

a)	In June 2010, Roador Industries Ltd. ("Roador") was delisted from the TSX Venture Exchange for failure to file financial statements. The Ontario Securities Commission and the British Columbia Securities Commission ("BCSC") issued cease trade orders on Roador in February 2011. Roador is in the process of seeking an alternate exchange listing. The cease trade orders are still in effect.

b)	In June 2004, the BCSC and the Alberta Securities Commission each issued a cease trade order against Octagon Industries Inc. for being in default of requirements concerning filing financial statements.

Other than disclosed above, no proposed director:

a)	is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer ("CEO"), or chief financial officer ("CFO") of any company (including the Company) that:

	(i)	was the subject, while the proposed director was acting in the capacity of director, CEO or CFO, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

	(ii)	was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting as director, CEO, or CFO of such company; or

b)	is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, CEO or CFO of any company (including the Company) that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

c)	has, within the 10 years before the date of the Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

d)	has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

e)	has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Majority Voting Policy

The Board has adopted a policy which requires, in an uncontested election of directors, that any nominee in respect of whom a greater number of votes "withheld" than votes "for" are validly cast will promptly submit his or her offer of resignation for the consideration of the Corporation’s Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will make a recommendation to the Board after reviewing the matter as to whether to accept or reject the resignation. In considering the resignation offer, the Corporate Governance and Nominating Committee and the Board will consider all factors they deem relevant, and the Board’s decision as to accept or reject the resignation offer will be disclosed to the public. A director who offers his or her resignation pursuant to this policy will not participate in any meeting of the Board or the Corporate Governance and Nominating Committee at which the resignation offer is considered. This policy does not apply in circumstances involving contested director elections.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Western is an exploration and development company directly engaged in advancing its Casino Project to production. The Casino deposit holds significant copper, gold, and molybdenum resources. It is located in Yukon, Canada.

The boom in the mining industry in recent years has created a competitive environment for qualified individuals. To be successful, Western must offer compensation that is competitive with other companies of similar size and structure. Due to its small size and early stage of development (i.e. exploration and development), Western’s process for determining executive compensation is relatively simple. The Company’s compensation program is not based on specific criteria or formal objectives. The Company’s Board of Directors (the "Board") relies primarily on Board discussion to set salary levels and determine discretionary awards. The performance indicators used to assess executive officers are more subjective than they might be in larger operating companies. The Board believes that this process is appropriate given the Company’s size and stage of development.

Role of the Compensation Committee

The Compensation Committee is appointed by the Board to assist the Board in fulfilling its responsibility to shareholders by reviewing and providing recommendations to the Board relating to human resource and compensation issues, including benefit plans. To determine compensation payable, including stock options, the Compensation Committee relies on its knowledge of compensation levels of directors, CEOs, and other senior management positions of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company.

The Compensation Committee is comprised of three independent directors who meet at least twice annually. One or more of these meetings may occur within regular Board meetings. Klaus Zeitler, the Chair of the Compensation Committee, has served on the committee since June 2007. Robert Gayton was last appointed to the committee in August 2010. He previously served on the committee from 2006 to 2007. David Williams was appointed in July 2012. Each of these members has extensive experience in executive compensation through their current and previous roles as directors and/or officers of companies in the mining industry. The Board believes that the Compensation Committee collectively has the knowledge, experience and background required to fulfill its mandate.

The members have the following skills and experience that enable them to make decisions on the suitability of the Company’s compensation policies and practices.

Klaus Zeitler – Dr. Zeitler has significant experience managing mining and mineral exploration companies as an executive and as a director. In these roles, Dr. Zeitler has been responsible for the overall management of the companies, including the management of their human resources.
Robert Gayton – Over the last 11 years, Dr. Gayton has been a director of numerous publicly traded mining and mineral exploration companies. In these roles, he has gained significant experience, including overseeing the management of executive compensation and human resources.
David Williams – While serving as their director, Mr. Williams has been responsible for overseeing the overall management of a number of publicly traded enterprises, including the management of human resources.

The Company has not retained a compensation consultant or advisor at any time since the Company’s most recently completed financial year to assist the Board or the Compensation Committee in determining compensation for any of the Company’s directors or executive officers.

Role of the Executive Officers

The Company’s Chief Executive Officer makes recommendations to the Compensation Committee regarding executive officer base salary adjustments, bonuses, and stock option grants. The Chief Executive Officer also makes recommendations to the Compensation Committee regarding the participation in the Company’s stock-based compensation plans and amendments to such plans, as necessary.

The Compensation Committee reviews the basis for these recommendations and can exercise its discretion in modifying any of the recommendations prior to making its recommendations to the Board.

Objectives and Overview of the Compensation Program

The objective of the Company’s compensation program is to attract, retain, and motivate performance of members of senior management of a quality and nature that will enhance the growth and overall long-term value of the Company.

The following executive compensation principles guide the Company’s overall compensation:

compensation levels should be sufficiently competitive to facilitate recruitment and retention of experienced high caliber executives in the competitive mining industry, while being fair and reasonable to shareholders;
the compensation program should align executives’ long-term financial interests with those of the Company’s shareholders by providing equity-based incentives; and
compensation should be transparent so that both executives and shareholders understand the executive compensation program.

Elements of Executive Compensation

During the financial year ended December 31, 2013, Western's executive compensation program consisted of the following elements:

base salaries;
bonuses;
stock options; and
other compensation, including perquisites such as medical benefits.

Western's strategy is to provide an overall competitive compensation package. The Company believes that to be competitive in its industry, an executive compensation package must consist of the above-noted elements. The specific rationale and design of each of these elements are outlined in detail below.

For the remainder of this Compensation Discussion and Analysis, the individuals included in the "Summary Compensation Table", below, are referred to as the "Named Executive Officers" or "NEOs".

Base Salaries

Base salaries are a key element of the Company's compensation package because they are the first base measure to compare relative to peer groups. Salaries are fixed and are used as the base to determine other elements of compensation and benefits.

The Board establishes salary levels based on what it determines to be competitive relative to the responsibilities associated with each position and its knowledge of comparable positions within the industry. No formal benchmarking is performed.

Bonuses

Bonuses are a variable element of compensation designed to reward the Company’s Named Executive Officers for contributing to the overall value of the Company. These bonuses are discretionary awards.

Bonuses are at the discretion of the Board. The Board awards bonuses through discussion, taking into account each NEO’s overall performance during the year and general market conditions.

The Company awarded a total of $72,500 in bonuses to its Named Executive Officers during the financial year ended December 31, 2013. $122,500 was awarded during the financial year ended December 31, 2012. Bonuses awarded in 2012 were higher than in 2013 because an NOE was awarded an exceptional bonus of $50,000 in 2012 to reward his efforts toward completion of the feasibility study relating to the Company’s Casino Project.

Stock Options

Stock options are a variable and discretionary element of compensation intended to reward the Company's Named Executive Officers for their contribution towards the Company's sustained growth and increases in the Company's share price.

The Company's stock option plan has been and will be used to provide stock options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the long-term operating performance of the Company. In determining the number of stock options to be granted to the Named Executive Officers, the Board takes into account the number of stock options, if any, previously granted to each Named Executive Officer, and the exercise price of any outstanding stock options to closely align the interests of the Named Executive Officers with the interests of shareholders and to ensure that such grants are in accordance with the policies of the TSX. The two-year vesting period of stock option awards ensures that executives have the incentive to increase the price of the Company's Common Shares over a reasonable period of time.

See the "Summary Compensation Tables" herein for the list of stock options granted to executive officers during the year-ended December 31, 2013.

Other Compensation/Perquisites

The Company's executive employee benefit program includes life, medical, dental and disability insurance and parking privileges. Such benefits and perquisites are designed to be competitive with equivalent positions in comparable organizations in Canada.

Compensation Risk

The Board and its Committees have not proceeded to an evaluation of the implications of the risks associated with the Company's compensation policies and practices.

Hedging of Economic Risks in the Company's Securities

The Company has not adopted a policy to prohibit NEOs and directors from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Performance Graph

The following performance graph illustrates the Company's cumulative total shareholder return over the five (5) most recently completed financial years compared to the return on a comparable investment in the S&P/TSX Composite Index. The share trading data is as reported by the TSX.

From January 1, 2009 to December 31, 2013, Western's share price has been more volatile than the S&P/TSX Composite Index. A significant portion of NEO compensation is in the form of stock options. This form of compensation is tied directly to Western's share price. As a result, NEOs have seen the value of this compensation increase and decrease significantly based on the performance of Western's share price and the timing of stock option grants. Changes to NEO salaries are described in the Summary Compensation Table, below.

SUMMARY COMPENSATION TABLE

The following table (presented in accordance with National Instrument Form 51-102F6 Statement of Executive Compensation ("Form 51-102F6")) sets forth all annual and long term compensation for services in all capacities to the Company for the three (3) most recently completed financial years of the Company (to the extent required by the Form 51-102F6) in respect of each Named Executive Officer.

Summary Compensation Table for financial years ending on or after December 31, 2011⁽¹⁾

Name and Principal Position	Year	Salary ($)	Option-based Awards ⁽²⁾ ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)	Total Compensation ($)
Name and Principal Position	Year	Salary ($)	Option-based Awards ⁽²⁾ ($)	Annual Incentive Plans	Long- term Incentive Plans	All Other Compensation ($)	Total Compensation ($)
Dale Corman Chief Executive Officer ⁽³⁾	2013	175,000	50,000	17,500	Nil	Nil	242,500
	2012	175,000	68,130	17,500	Nil	Nil	260,630
	2011	200,000	426,000	20,000	Nil	Nil	646,000
Julien François VP – Finance and CFO^{(4) (6)}	2013	175,000	37,500	17,500	Nil	Nil	230,000
	2012	160,625	51,100	17,500	Nil	Nil	229,225
	2011	152,700	266,250	16,900	Nil	Nil	435,850
Paul West-Sells President and COO^{(5) (6)}	2013	225,000	50,000	22,500	Nil	Nil	297,500
	2012	205,313	68,130	22,500	Nil	Nil	295,943
	2011	190,000	426,000	20,000	Nil	Nil	636,000
Cameron Brown VP Engineering ⁽⁶⁾	2013	146,000	37,500	15,000	Nil	Nil	198,500
	2012	121,875	68,130	65,000	Nil	Nil	255,005
	2011	146,250	266,250	15,000	Nil	Nil	427,500

⁽¹⁾	There were no share-based awards and no pension value awards during the years presented.

⁽²⁾	These amounts represent the value of stock options granted to the respective Named Executive Officer measured as at the grant date. The methodology used to calculate these amounts was the Black-Scholes model. This is consistent with the accounting values, including the key assumptions and estimates, used and described in the Company's financial statements. The dollar amount in this column represents the total value ascribed to the stock options at the time of original grant. It does not reflect any incremental fair value calculated as a result of the modification of the exercise price pursuant to the plan of arrangement completed on October 17, 2011. See "Option Repricings" below.

⁽³⁾	Dale Corman also serves a director of the Company, but receives no compensation for services as a director. His salary was reduced from $200,000 to $175,000 effective January 1, 2012.

⁽⁴⁾	Julien François' salary increased from $150,000 to $175,000 on April 1, 2011.

⁽⁵⁾	Paul West-Sells' salary increased from $200,000 to $225,000 effective January 1, 2012.

⁽⁶⁾	From October 2011 until April 2013, the Company was party to a shareholders' cost-sharing arrangement with Ravenwolf Resource Group Ltd. ("Ravenwolf"), a private company owned equally by the Company, Copper North Mining Corp., and NorthIsle Copper and Gold Inc. Ravenwolf provides administration, accounting and other services to the Company on a cost-recovery basis. The salary of each NEO is allocated to participating companies based on the amount of time that individual spends working on that company's activities, if any. The compensation shown in the table above represents the compensation paid to Dr. West-Sells, Mr. François, and Mr. Brown for services rendered to Western.

INCENTIVE PLAN AWARDS

Outstanding Option-Based Awards

The following table sets forth information concerning all awards outstanding under option-based incentive plans of the Company at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Named Executive Officers. The Company has not granted share-based awards.

	Option-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In- The-Money Options ⁽¹⁾ ($)
Dale Corman	30,000	0.55	May 12, 2014	6,300
	30,000	0.79	July 16, 2015	Nil
	200,000	2.84	July 6, 2016	Nil
	200,000	0.80	July 12, 2017	Nil
	200,000	0.60	July 9, 2018	32,000
Julien François	75,000	0.55	May 12, 2014	15,750
	100,000	0.79	July 16, 2015	Nil
	125,000	2.84	July 6, 2016	Nil
	150,000	0.80	July 12, 2017	Nil
	150,000	0.60	July 9, 2018	24,000
Paul West-Sells	75,000	0.55	May 12, 2014	15,750
	125,000	0.79	July 16, 2015	Nil
	200,000	2.84	July 6, 2016	Nil
	200,000	0.80	July 12, 2017	Nil
	200,000	0.60	July 9, 2018	32,000
Cameron Brown	50,000	0.55	May 12, 2014	10,500
	150,000	0.79	July 16, 2015	Nil
	125,000	2.84	July 6, 2016	Nil
	200,000	0.80	July 12, 2017	Nil
	150,000	0.60	July 9, 2018	24,000

⁽¹⁾	This amount is calculated based on the difference between the market value of the Common Shares underlying the options at the end of the most recently completed financial year, which was $0.76, and the exercise price of the option.

During the financial year ended December 31, 2013, the NEOs received the above-noted stock options expiring on July 9, 2018. The stock options were granted on July 9, 2013 at an exercise price of $0.60 and vest in three equal segments after 12, 18, and 24 months, respectively.

Value Vested or Earned During the Year

The value vested or earned during the most recently completed financial year of option-based incentive plan awards granted to Named Executive Officers are as follows:

Name	Option-Based Awards – Value Vested During The Year ⁽¹⁾ ($)
Dale Corman	Nil
Julien François	Nil
Paul West-Sells	Nil
Cameron Brown	Nil

⁽¹⁾

This amount is calculated by obtaining the difference between the closing market price of the underlying Common Shares on the stock option vesting date and the exercise price of the options under the option-based award. If the exercise price of the options was greater than the closing market price on the vesting date, no value is ascribed to the options.

PENSION PLAN BENEFITS

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Change of Control

The Named Executive Officers' employment agreements provide for a severance payment upon a Change of Control. To be entitled to the severance payment, the NEO must resign or be terminated within 6 months of the Change of Control. If a NEO resigns or is terminated within that period, the NEO is entitled to the severance payment.

All NEOs, except for the Chief Executive Officer, Dale Corman, will receive their salary to the date of resignation or termination following a Change of Control plus any amounts then accrued for vacation and benefits to that date and an amount equivalent to the monthly installments of the NEO's base salary for a period of twenty four (24) months and the amount of benefits reasonably calculated to be payable to the NEO for a period of twenty four (24) months.

Dale Corman will receive his salary to the date of resignation or termination following a Change of Control plus any amounts then accrued for vacation and benefits to that date and an amount equivalent to the monthly installments of his base salary for a period of thirty six (36) months and the amount of benefits reasonably calculated to be payable for a period of thirty six (36) months.

Any stock options granted that have not vested at the time of a Change of Control will vest effective immediately at the time of a Change of Control and shall expire upon the earliest of their normal expiry date or upon six (6) months from the Date of Termination or Resignation.

A "Change of Control" is defined in the employment agreements as the acquisition by any person, or by any person and its affiliates and whether directly or indirectly, of Common Shares which, when added to all other Common Shares at the time held by such person and its affiliates, totals for the first time 35% of the outstanding Common Shares of the Company.

Estimated Incremental Payment on Change of Control

The following table provides details regarding the estimated incremental payments from the Company to each of the Named Executive Officers upon a Change of Control assuming that the Change of Control occurred on December 31, 2013.

	Dale Corman	Julien François	Paul West-Sells	Cameron Brown
Severance Period	36 months	24 months	24 months	24 months
Severance Payment	$525,000	$350,000	$450,000	$300,000
Unvested Stock Options ⁽¹⁾	$32,000	$24,000	$32,000	$24,000
Total	$557,000	$374,000	$482,000	$324,000

⁽¹⁾

This amount is calculated based on the difference between the market value of the Common Shares underlying the options at the end of the most recently completed financial year, which was $0.76, and the exercise price of the options. If the stock options are not "in-the-money", no value is ascribed to options held.

Termination Without Cause

The Named Executive Officers' employment agreements also provide for a severance payment upon termination without cause. Upon written notice of termination (the "Date of Termination"), each NEO is entitled to a payment consisting of:

	a)	the NEO's salary to the Date of Termination, plus any amounts then accrued for vacation and benefits; and

	b)	the salary that would otherwise have been payable to the NEO for the six (6) month period following the Date of Termination and the amount of benefits reasonably calculated to be payable over that time and an additional month's salary for every full year of service to the Company and the amount of benefits reasonably calculated to be payable over that time.

Any stock options granted that have not vested at the Date of Termination will vest effective on the Date of Termination and shall expire upon the earliest of their normal expiry date (assuming no termination) or upon six (6) months from the Date of Termination.

If there is a Change of Control within 180 days following a NEO's termination without cause, the NEO would receive the difference between the payment received as a result of the termination without cause and the payment pursuant to a Change in Control plus the salary, vacation, and benefits that would have accrued from the Date of Termination to the Change in Control.

Estimated Incremental Payment on Termination Without Cause

The following table provides details regarding the estimated incremental payments from the Company to each of the Named Executive Officers upon Termination without cause assuming that the Date of Termination was December 31, 2013.

	Dale Corman	Julien François	Paul West-Sells	Cameron Brown
Severance Period	13 months	13 months	13 months	13 months
Severance Payment	$189,600	$189,600	$243,800	$162,500
Unvested Stock Options ⁽¹⁾	$32,000	$24,000	$32,000	$24,000
Total	$221,600	$213,600	$275,800	$186,500

⁽¹⁾

DIRECTOR COMPENSATION

Standard Compensation Arrangements

Each non-executive director of the Company currently receives an annual retainer fee of $20,000, paid quarterly, meeting fees for each Board or committee of the Board meeting attended to a maximum of $800 per day, and reimbursement from the Company for all reasonable travel expenses incurred in connection with Board or committee of the Board meetings. The Chair of the Audit Committee, Dr. Gayton, receives an additional of $5,000 per year, paid quarterly. Directors who are employees of the Company, such as Mr. Corman, receive no additional compensation for serving on the Board.

Summary Compensation Table

The following table sets forth all amounts of compensation provided to the directors, who are each not also a Named Executive Officer, for the Company's most recently completed financial year:

Director Name ⁽¹⁾	Fees Earned ($)	Option-Based Awards ⁽²⁾ ($)	All Other Compensation ($)	Total ($)
Robert Byford	26,400	25,000	Nil	51,400
Robert Gayton	30,600	25,000	Nil	55,600
David Williams	26,400	25,000	Nil	51,400
Klaus Zeitler	24,800	25,000	Nil	49,800

⁽¹⁾	Relevant disclosure has been provided in the Summary Compensation Table for financial year(s) ending on or after December 31, 2011 for Dale Corman who is a director and a Named Executive Officer.

⁽²⁾	These amounts represent the fair value of stock options granted to the respective director measured as at the grant date. The methodology used to calculate these amounts was the Black-Scholes model. This is consistent with the accounting values used in the Company's financial statements. None of these stock options vested during the financial year ended December 31, 2013.

Incentive Plan Awards - Outstanding Option-Based Awards

Non-executive directors are also eligible to receive stock options under the Company's Stock Option Plan. The purpose of granting such options is to assist the Company in attracting, compensating, retaining, and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders. The Company has not granted any share-based awards.

During the financial year ended December 31, 2013, each non-executive director received stock options for the purchase of 100,000 Common Shares in their capacity as directors of Western. The stock options were granted on July 9, 2013 at an exercise price of $0.80, vest in three equal segments after 12, 18, and 24 months, respectively, and expire after a period of 5 years.

The following table sets forth information concerning all awards outstanding under stock-based incentive plans of the Company at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the directors who are not Named Executive Officers:

	Option-Based Awards
	Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Value of Unexercised In- The-Money Options ⁽¹⁾
Director Name	(#)	($)		($)
Robert Byford	100,000	1.85	October 19, 2014	Nil
	30,000	0.79	July 16, 2015	Nil
	100,000	2.84	July 6, 2016	Nil
	100,000	0.80	July 12, 2017	Nil
	100,000	0.60	July 9, 2018	16,000
Robert Gayton	30,000	0.55	May 12, 2014	6,300
	30,000	0.79	July 16, 2015	Nil
	100,000	2.84	July 6, 2016	Nil
	100,000	0.80	July 12, 2017	Nil
	100,000	0.60	July 9, 2018	16,000
David Williams	30,000	0.55	May 12, 2014	6,300
	30,000	0.79	July 16, 2015	Nil
	100,000	2.84	July 6, 2016	Nil
	100,000	0.80	July 12, 2017	Nil
	100,000	0.60	July 9, 2018	16,000
Klaus Zeitler	30,000	0.55	May 12, 2014	6,300
	30,000	0.79	July 16, 2015	Nil
	100,000	2.84	July 6, 2016	Nil
	100,000	0.80	July 12, 2017	Nil
	100,000	0.60	July 9, 2018	16,000

⁽¹⁾	This amount is calculated based on the difference between the market value of the Common Shares underlying the options at the end of the most recently completed financial year, which was $0.76, and the exercise price of the option.

Incentive Plan Awards - Value Vested Or Earned During The Year

The value vested or earned during the most recently completed financial year of option-based incentive plan awards granted to directors who are not Named Executive Officers are as follows:

*Director*	*Option-Based Awards - Value Vested* *During The Year⁽¹⁾* *($)*
Robert Byford	Nil
Robert Gayton	Nil
David Williams	Nil
Klaus Zeitler	Nil

⁽¹⁾

This amount is calculated by obtaining the difference between the market price of the underlying Common Shares on the stock option vesting date and the exercise price of the options under the option-based award. If the exercise price of the options was greater than the market price on the vesting date, no value is ascribed to options.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER STOCK OPTION PLAN

The following table provides details of compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2013.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (i.e. excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	6,431,667	$1.30	2,936,726

The Company's stock option plan (the "Stock Option Plan") was last approved by shareholders on June 21, 2012. Based on the Company's Stock Option Plan, the Company may grant stock options for the purchase of up to 10% of issued and outstanding capital at the time of grant. The exercise price of the stock options must 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 typically 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. Additional stock options may be granted as additional Common Shares are issued.

As of May 13, 2014, there are 6,086,667 stock options outstanding under the Stock Option Plan, representing approximately 6.5% of the Company's issued and outstanding share capital of 94,128,937 Common Shares. Based upon the issued capital of the Company as at the date of this Information Circular and the number of stock options currently outstanding under the Stock Option Plan, the Company can issue a further 3,326,226 stock options.

The purpose of the Stock Option Plan is to attract and motivate directors, officers, employees of, and service providers to, the Issuer and its subsidiaries (collectively, the "Optionees") and thereby advance the Company's interests by affording such persons with an opportunity to acquire an equity interest in the Company through the stock options. The Stock Option Plan authorizes the Board of Directors (or Compensation Committee) to grant stock options to the Optionees on the following terms:

1.	The number of Common Shares subject to stock option is determined by the Board of Directors of the Company (or the compensation committee) provided that the Stock Option Plan, together with all other previously established or proposed share compensation arrangements, may not result in:

	a.	the number of Common Shares of the Company reserved for issuance to insiders pursuant to all share compensation arrangements exceeding 10% of the Common Shares then outstanding; or

	b.	the number of common shares of the Company issued to insiders within a one year period pursuant to all share compensation arrangements exceeding 10% of the Common Shares then outstanding;

	c.	the number of Common Shares of the Company issued to any insider and such insider's associates within a one year period pursuant to the exercise of stock options granted exceeding 5% of the Common Shares then outstanding;

	d.	the number of Common Shares of the Company reserved for issuance to any one insider of the Company and such insider's associates exceeding, within a one year period, 5% of the Common Shares then outstanding.

2.	The outstanding issue is determined on the basis of the number of Common Shares of the Company outstanding immediately prior to any share issuance, excluding Common Shares issued pursuant to share compensation arrangements over the preceding one-year period.

3.	The maximum number of Common Shares of the Company which may be issued pursuant to stock options granted under the Stock Option Plan, unless otherwise approved by shareholders, is 10% of the issued and outstanding Common Shares at the time of the grant. Any increase in the issued and outstanding Common Shares of the Company will result in an increase in the available number of Common Shares of the Company issuable under the Stock Option Plan, and any exercises of stock options will make new grants available under the Stock Option Plan.

4.	The Stock Option Plan must be approved and ratified by shareholders every three years.

5.	The exercise price of an option may not be set at less than the closing price of the Common Shares of the Company on the Toronto Stock Exchange (the "TSX") on the trading day immediately preceding the date of grant of the option.

6.	The stock options may be exercisable for a period of up to ten years, such period and any vesting schedule to be determined by the Board of Directors of the Company (or compensation committee) of the Company, and are non-assignable, except in certain circumstances.

7.	The stock options can be exercised by the Optionee as long as the Optionee is a director, officer, employee or service provider to the Company or its subsidiaries or within a period of not more than 30 days after ceasing to be a director, officer, employee or service provider or, if the Optionee dies, within one year from the date of the Optionee's death.

8.	On the receipt of a takeover bid, issuer bid, going private transaction or change of control, any unvested stock options shall be immediately exercisable.

9.	The directors of the Company may from time to time in the absolute discretion of the directors amend, modify and change the provisions of a stock option or the Stock Option Plan without obtaining approval of shareholders to:

	a.	make amendments of a "housekeeping" nature;

	b.	change vesting provisions;

	c.	change termination provisions for an insider provided that the expiry date does not extend beyond the original expiry date;

	d.	change termination provisions which does extend beyond the original expiry date for an Optionee who is not an insider;

	e.	reduce the exercise price of a stock option for an Optionee who is not an insider;

	f.	implement a cashless exercise feature, payable in cash or securities, provided that such feature provides for a full deduction of the number of Common Shares from the number of Common Shares reserved under the Stock Option Plan; and

	g.	make any other amendments of a non-material nature which are approved by the TSX.

All other amendments will require approval of shareholders and the TSX.

OPTION REPRICINGS

The Company completed a statutory arrangement on October 17, 2011, pursuant to which it spun out assets to two new reporting issuers, as described in an information circular (which includes the plan of arrangement) filed on SEDAR on September 2, 2011 (the "Arrangement"). Pursuant to the terms of the Arrangement and the Stock Option Plan, the exercise price of the stock options outstanding as of the date of the Arrangement were adjusted to reflect the asset spin-out. The Arrangement was approved by the Company's shareholders.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at May 13, 2014, there was no indebtedness outstanding of any current or former director, executive officer or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

(i)	is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or

(ii)	is indebted to another entity, which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, in relation to a securities purchase program or other program.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

APPOINTMENT OF AUDITOR

PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia is the auditor of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of PricewaterhouseCoopers LLP as the auditor of the Company to hold office for the ensuing year at remuneration to be fixed by the directors. PricewaterhouseCoopers LLP was first appointed in 2006.

MANAGEMENT CONTRACTS

No management function of the Company or any of its subsidiaries is performed to any substantial degree by a person other than the directors or executive officers of the Company or its subsidiaries.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

AUDIT COMMITTEE

The Company's Audit Committee is governed by a written charter that sets out its mandate and its duties and responsibilities. A copy of the charter and the disclosure required by Multilateral Instrument 52-110 Audit Committees is contained in the Company's Annual Information Form ("AIF") for the year ended December 31, 2013. The Company's AIF is available under the Company's profile on SEDAR at www.sedar.com.

The members of the Audit Committee are Robert Gayton (Chairman), Robert Byford, and David Williams, all of whom are independent.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines and, as prescribed by National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), discloses its corporate governance practices in Schedule A, attached to this Information Circular.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com and on the Company's website at www.westerncopperandgold.com. Comparative financial information is provided in the Company's audited annual consolidated financial statements and management discussion and analysis for the most recently completed financial year. Both of these documents are filed on SEDAR. Shareholders may contact the Company at 604-684-9497 or toll free at 1-888-966-9995 to request copies of the Company's financial statements and management discussion and analysis.

DIRECTORS' APPROVAL

The contents of this Information Circular and the sending thereof to the shareholders of the Company have been approved by the Board.

(signed) Dale Corman

Dale Corman
Chief Executive Officer and Chairman of the Board

Vancouver, British Columbia
May 13, 2014

SCHEDULE A - CORPORATE GOVERNANCE PRACTICES TABLE

The following table sets out the corporate governance practices of the Corporation with respect to NI 58-101.

	GOVERNANCE DISCLOSURE GUIDELINE	WESTERN COPPER AND GOLD
	UNDER NI 58-101	CORPORATION
		(the "Company")
1.	Board of Directors

	(a) Disclose the identity of the directors who are independent.	The Board of directors of the Company (the "Board") considers that Robert Byford, Robert Gayton, David Williams, and Klaus Zeitler are independent within the meaning of NI 58-101.

	(b) Disclose the identity of the directors who are not independent, and describe the basis for that determination	The Board considers that Dale Corman is not an independent director and has a material relationship with the Company because of his position as Chief Executive Officer of the Company.

	(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the Board does to facilitate its exercise of independent judgment in carrying out its responsibilities.	The majority of the directors are independent. The Board is composed of five directors, four of whom are independent.

	(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign urisdiction, identity both the director and the other issuer.	The following directors currently serve on the Board of the reporting issuers listed below:
		Dale Corman	Copper North Mining Corp.
			NorthIsle Copper and Gold Inc.
			Spanish Mountain Gold Ltd.

		Robert Gayton	Amerigo Resources Ltd.
			B2 Gold Corp.
			Eastern Platinum Limited
			Nevsun Resources Ltd.

		David Williams	SQI Diagnostic Inc.

		Klaus Zeitler	Amerigo Resources Ltd.
			Los Andes Copper Ltd.
			Rio Alto Mining Limited

(e)	Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer's most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.	The independent directors do not have regularly scheduled meetings. However, they have the opportunity to hold ad hoc meetings that are not attended by the non-independent directors and members of management and they avail themselves of this opportunity, at their entire discretion, whenever they deem necessary. In 2013, no such meetings were held.

(f)	Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors.	The chair of the Board, Dale Corman, is not an independent director for the purposes of NI 58-101. The Board regularly reviews the need to appoint an independent lead director. The independent directors have the opportunity to hold ad hoc meetings that are not attended by the non-independent directors and member of management and they avail themselves of this opportunity at their entire discretion.
		The Board provides leadership to its independent directors by promoting frank discussion inside and outside of formal Board meetings, by encouraging independent directors to bring forth agenda items, and by providing independent directors with access to senior management, outside advisors, and unfettered access to information regarding the Company's activities.
(g)	Disclose the attendance record of each director for all Board and committee meetings held since the beginning of the issuer's most recently completed financial year.	During the financial year ended December 31, 2012, the Board held six meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings, and the Corporate Governance and Nominating Committee held two meetings. Many matters delegated to the committees are discussed and approved at Board meetings. The Board considers this method to be appropriate given the Board's small size.
		Board Dale Corman (chair) Robert Byford Robert Grayton David Williams Klaus Zeitler Audit Committee Robert Gayton (chair) Robert Byford David Williams	4 of 4 4 of 4 3 of 4 4 of 4 4 of 4 4 of 4 4 of 4 4 of 4

			Compensation Committee
			Klaus Zeitler (chair) 2 of 2
			Robert Gayton 2 of 2
			David Williams 2 of 2

			Corporate Governance and Nominating Committee
			Robert Byford (chair) 2 of 2
			David Williams 2 of 2
			Klaus Zeitler 2 of 2
2.	Board Mandate

	(a)	Disclose the text of the Board's written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.	The Board has responsibility for the supervision and management of the Company's business. It has adopted a formal mandate setting out the Board's responsibilities.

			The text of the Board mandate can be found on the Company's website: www.westerncopperandgold.com. It is also attached below as Schedule B.
3.	Position Descriptions

	(a)	Disclose whether or not the Board has developed position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chairs of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.	Given the size of the Company, the Board does not believe that it is necessary to develop a formal written position description for the chair of the board or the chair of each Board committee. The primary role of the chair of the Board and each committee is managing the affairs of the Board or committee, including ensuring the Board or committee is properly organized, functions effectively, and meets its obligations and responsibilities as set out in its Charter.

	(b)	Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of each such position.	The Board has adopted a formal written description for the CEO position. The CEO's duties and responsibilities are outlined in his employment agreement.

4.	Orientation and Continuing Education

	(a)	Briefly describe what measures the Board takes to orient new directors regarding: (i) the role of the Board, its committees and its directors; and (ii) the nature and operations of the issuer's business.	New Board members meet with the chair of the Board and relevant committee(s) and are provided with technical reports, the Company's internal financial information, and access to management, technical experts, and consultants.

	(b)	Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.	Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends, market developments, and changes in legislation with management's assistance, and to attend related industry seminars and visit the Company's properties.

			Board meetings include presentations by the Company's senior management in order to give the directors full insight into the Company's operations. Board members have full access to the Company's records. Directors attend conferences and seminars relevant to their particular expertise.

5.	Ethical Business Conduct

	(a)	Disclose whether or not the Board has adopted a written code for the directors, officers and employees. If the Board has adopted a written code:	The Board has adopted a Code of Business Conduct (the "Code"). All directors, management, and employees must abide by the Code.

		(i) disclose how a person or company may obtain a copy of the code;	The Code is available under the Company's profile at www.sedar.com and on the Company's website at www.westerncopperandgold.com.

		(ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and	The Board has instructed management to bring any breaches of the Code to the attention of the chair of the Board and the chair of the Audit Committee. Management and employees may report breaches in the Code confidentially and anonymously through the Company's whistleblower hotline. The Board keeps a record of departures from the Code as well as waivers requested and granted.

		(iii) provide a cross reference to any material change report filed since the beginning of the issuer's most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	There was no required material change report filed by the Company since the beginning of the most recently completed financial year pertaining to any conduct of a director or executive officer that constitutes a departure from the Code.

	(b)	Describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.	Activities which may give rise to conflicts of interest are prohibited unless specifically approved by the Board or the Audit Committee. Each director must disclose all actual or potential conflicts of interest to the Board or the Corporate Governance and Nominating Committee and refrain from voting on all matters in which such director has a conflict of interest. In addition, if a conflict of interest arises, the director must excuse himself or herself from any discussion or decision on any matter in which the director is precluded from voting as a result of a conflict of interest.

			All directors, officers, and employees are provided a copy of the Code and are expected and required to adhere to the highest ethical standards.

	(c)	Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.	The Company has adopted a Whistleblower Policy which allows its directors, officers, and employees who feel that a violation of the Code has occurred, or who have concerns regarding financial statement disclosure issues, accounting, or internal controls, to report such violation or concerns on a confidential and anonymous basis. Such reporting can be made by e-mail or telephone through an independent reporting agency used by the Company for this purpose. Once received, complaints are forwarded to the chair of the Audit Committee who then investigates each matter so reported and takes corrective and disciplinary action, if appropriate. Complaints may also be made internally.
6.	Nomination of Directors

	(a)	Describe the process by which the Board identifies new candidates for Board nomination.	The Board and the Corporate Governance and Nominating Committee identify potential Board candidates by determining the perceived needs of the Board and consulting with members of the Board and representatives of the mining industry for possible candidates that will meet the Board's requirements.

	(b)	Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process.	The members of the Corporate Governance and Nominating Committee are Robert Byford (chair), David Williams and Klaus Zeitler, all of whom are independent directors.

	(c)	If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	The Corporate Governance and Nominating Committee is responsible for evaluating the effectiveness of the Company's corporate governance practices, assessing the effectiveness of the Board, and recommending changes to the Board, as required.

7.	Compensation

	(a)	Describe the process by which the Board determines the compensation for the issuer's directors and officers.	The Board and the Compensation Committee determine compensation for the Company's directors and executive officers by relying on the Committee members' knowledge of compensation paid for directors and executive officers of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and executive officers while taking into account the financial and other resources of the Company.

			Further information regarding compensation paid to directors and executives is available in the Executive Compensation and Director Compensation sections of this Information Circular.

	(b)	Disclose whether or not the Board has a compensation committee composed entirely of independent directors. If the Board does not have a compensation committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation.	The members of the Compensation Committee are Klaus Zeitler (chair), Robert Gayton, David Williams and, all of whom are independent.

	(c)	If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.	The Compensation Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibility to shareholders by reviewing and providing recommendations to the Board relating to human resource and compensation issues, including stock option and benefit plans.
	(d)	If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.	The Company has not retained a compensation consultant or advisor since the since the beginning of the issuer’s most recently completed financial year.

8.	Other Board Committees

	If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The Board committees consist of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.
9.	Assessments

	Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees, and its individual directors are performing effectively.	The Board conducts informal annual assessments of the Board's effectiveness, including each of its committees and individual directors. As part of the assessments, the Board and its committees compare their performance to their role and responsibilities as set out in their respective mandate or charter. Assessment of individual directors is performed through informal discussion with the chair.

		The Audit Committee conducts an annual review and assessment of its performance, including compliance with its role and responsibilities as set out in its charter.

SCHEDULE B – BOARD OF DIRECTORS MANDATE

A.	INTRODUCTION AND PURPOSE

	1.	The Board of Directors' (the "Board") primary responsibility is to foster the long-term success of the Corporation as consistent with the Board's fiduciary responsibility to the shareholders to maximize shareholder value.

	2.	The Board of Directors has plenary power. Any responsibility not delegated to management or a committee of the Board remains with the Board. This mandate is prepared to assist the Board and management in clarifying responsibilities and ensuring effective communication between the Board and management.

B.	COMPOSITION AND BOARD ORGANIZATION

	1.	The Board shall be composed of not fewer than three directors and not more than the maximum number of directors allowed by the articles of the Corporation. The specific number of directors shall be set by the Board each year. The majority of the directors shall be independent directors.

	2.	Nominees for directors are initially considered and recommended by the Corporate Governance and Nominating Committee of the Board.

	3.	The Board shall meet at least four times each year. The Chair may call additional meetings as required. In addition, a meeting may be called by the President or Chief Executive Officer ("CEO"), any member of the Board or as otherwise provided by law.

	4.	The independent directors will meet on a regularly scheduled basis at which non-independent directors and member of management are not in attendance [NP 58-201, s. 3.3] .

	5.	The Board shall have the right to determine who shall and who shall not be present at any time during at Board meeting. Members of senior management of the Corporation are expected to be available to attend the Board's meetings or portions thereof.

	6.	Certain of the responsibilities of the Board referred to herein may be delegated to committees of the Board. The responsibility of those committees will be as set forth in their charters, as approved by the Board and amended from time to time.

C.	DUTIES AND RESPONSIBILITIES

	Managing the Affairs of the Board

	1.	The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. Certain of the legal obligations of the Board are described in detail in Section D. Subject to these legal obligations and to the Articles and By-laws of the Corporation, the Board retains the responsibility for managing its own affairs, including:

		a.	Planning its composition and size [NP 58-201, s. 3.12] ;

		b.	Nominating candidates for election to the Board;

		c.	Appointing committees and approving their respective charters and the limits of authority delegated to each committee;

		d.	Determining director compensation

		e.	Approving and directing the implementation of corporate governance practices and procedures aimed at having independent, informed oversight by Board members of management and management's conduct of the business of the Corporation and its subsidiaries, including the approval of the mandate for the Board and its committees [NP 58- 201, s. 3.4(g)];

		f.	Assessing the effectiveness of the Board, committees and directors in fulfilling their responsibilities [NP 58-201, s. 3.18].

Management and Human Resources

2.	The Board has the responsibility for:

	a.	The appointment and succession of the CEO and monitoring CEO performance, approving CEO compensation and providing advice and counsel to the CEO in the execution of the CEO's duties [NP58-201, s. 3.4(d)];

	b.	Approving a position description for the CEO [NP58-201, s. 3.5] ;

	c.	Reviewing CEO performance at least annually, against agreed-upon objectives;

	d.	Monitoring compliance with the Corporations' Code of Business Conduct, including the granting of waivers for the benefit of directors or officers of the Corporation [NP 58-201, s. 3.9];

	e.	To the extent possible, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers evoke a culture of integrity throughout the organization [NP58-201, s. 3.4(a)] ;

	f.	Approving decisions relating to senior management, including the:

		i)	Appointment and discharge of officers of the Corporation and members of the senior leadership team;

		ii)	Acceptance by the executive officers of outside directorships or trusteeships on public and private companies or entities (other than not-for-profit organizations);

		iii)	Annual Corporation performance objective utilized in determining incentive compensation or other awards to officers; and

		iv)	Employment contracts, termination and other special arrangements with executive officers, or other employee groups if such action is likely to have a subsequent material impact on the Corporation or its basic human resource and compensation policies.

	g.	Taking all reasonable steps to ensure succession planning programs are in place, including programs to train and develop management [NP58-201, s. 3.4(d)];

	h.	Approving certain matters relating to employees, as applicable, including:

		i)	the annual salary policy/program for employees;

		ii)	new benefit programs or changes to existing programs that would create a change in cost to the Corporation annually; and

		iii)	Material benefits granted to retiring employees outside of benefits received under approved benefit programs.

Strategy and Plans

3.	The Board has the responsibility to:

	a.	Adopt a strategic planning process and, at least annually, approve the Corporation's strategic plan which takes into account, among other things, the opportunities, risks and ethics of the business [NP58-201, s. 3.4(b)];

	b.	Approve capital and expenditure budgets and related operating plans;

	c.	Approve financial and operating objectives used in determining compensation;

	d.	Approve material divestitures and acquisitions; and

	e.	Monitor management's achievements in implementing the Corporation's strategies and objectives, in light of changing circumstances.

Financial and Corporate Issues

4.	The Board has the responsibility to:

	a.	Take reasonable steps to ensure the implementation and integrity of the Corporation's internal control and management information systems [NP58 -201, s. 3.4(f)] ;

	b.	Monitor operational and financial results;

	c.	Review and approve the annual financial statements and management's discussion and analysis for the Corporation;

	d.	Review and approve the unaudited interim financial statements and management's discussion and analysis for the Corporation, if such task has not been delegated to the Audit Committee;

	e.	Approve the disclosure included in the Management Proxy Circular, information circular, Annual Information Form and documents incorporated by reference therein;

	f.	Declare dividends to shareholders, if applicable;

	g.	Approve financings , changes in authorized capital, issue and repurchase of securities, issue of debt securities, listing of shares and other securities, issue of commercial paper, and related prospectuses and trust indentures;

	h.	Recommend appointment of external auditors;

	i.	Approve banking resolutions and significant changes in banking relationships;

	j.	Approve appointments, or material changes in relationships with corporate trustees;

	k.	Approve contracts, leases and other arrangements or commitments that may have a material impact on the Corporation;

	l.	Approve spending authority guidelines; and

	m.	Approve the commencement or settlement of litigation that may have a material impact on the Corporation.

Business and Risk Management

5.	The Board has the responsibility to:

	a.	Take all reasonable steps to ensure that management has identified the principal risks of the Corporation's business and implemented appropriate systems to manage these risks [NP58 - 201, s. 3.4(c)];

	b.	Receive, at least annually, reports from management on matters relating to, among others, ethical conduct and employee health and safety; and

	c.	Review insurance coverage of significant business risks and uncertainties.

Policies and Procedures

6.	The Board has a responsibility to:

	a.	Monitor compliance with all significant policies and procedures by which the Corporation is operated; and

	b.	Review significant new corporate policies or material amendments to existing policies (including, for example, policies regarding business conduct, conflict of interest and the environment).

Compliance Reporting and Corporate Communications

7.	The Board has the responsibility to:

	a.	Take all reasonable steps to ensure the Corporation has in place effective communication processes with shareholders and other stakeholders and financial, regulatory and other recipients [NP58-201, s. 3.4(e) and (i)];

	b.	Approve interaction with shareholders on all items requiring shareholder approval;

	c.	Take all reasonable steps to ensure that the financial performance of the Corporation is adequately reported to shareholders, other securities holders and regulators on a timely and regular basis;

	d.	Take all reasonable steps to ensure that financial results are reported fairly and in accordance with generally accepted accounting principles; and

	e.	Report annually to shareholders on the Board's stewardship for the preceding year.

Orientation and Continuing Education

8.	The Board has the responsibility to:

	a.	Ensure that all new directors receive a comprehensive orientation respecting the nature and operation of the Corporation's business as well as the role of the Board and its committees and the contribution which individual directors are expected to make [NP58-201, s. 3.6] ;

	b.	Ensure that directors are provided with continuing education opportunities so that directors may maintain or enhance their skills and abilities as directors as well as ensure that their knowledge and understanding of the Corporation's business remains current [NP58-201, s. 3.7];

D.	GENERAL LEGAL OBLIGATIONS OF THE BOARD OF DIRECTORS

	1.	The Board is responsible for

		a.	Directing management to ensure legal requirements have been met and documents and records have been properly prepared, approved and maintained;

		b.	Approving changes in the By-laws and Articles of incorporation, and any matters requiring shareholder approval and agendas for shareholder meetings;

		c.	Approving the Corporation's legal structure and vision statement;

		d.	Taking all reasonable steps to ensure compliance with all material legal requirements applicable to the Corporation, including, but without limitation, corporate and securities law; and

		e.	Performing such functions as it reserves to itself or which cannot, by law, be delegated to Committees or the Board or to management.

E.	EXPECTATIONS OF THE BOARD OF DIRECTORS

	1.	Each Board member is expected to:

		a.	Allow sufficient time to review meeting materials;

		b.	Be prepared for Board meetings;

		c.	Attend most, if not all, Board meetings and applicable meetings of committees of the Board;

		d.	Be a team member during important periods in the Corporation's growth and transition;

		e.	Respect and adhere to the Corporation's Code of Conduct and promote its corporate values including innovation, entrepreneurship, respect for others, risk-taking and being a team player;

		f.	Have a deep interest in the Corporation's business and demonstrate business savvy;

		g.	Be clearly aligned with and represent and protect the interest of all shareholders;

		h.	Have prudent financial judgment at all times;

		i.	Devote time to the position, both inside and outside the boardroom;

		j.	Set aside his or her personal agenda and diligently seek to improve his or her own effectiveness through consideration for others on the Board, management, employees and associated business community;

		k.	Be compatible but forthright and speak up regarding management's assumptions;

		l.	Aspire to be admired by fellow directors for courage, integrity, and consensus building skills;

		m.	Serve to improve overall Board performance by assisting to identify critical success indicators and create measurement tools; and

		n.	Invest in the Corporation as designated by the Board.

F.	REVIEW

	1.	The Board will review these terms of reference at least annually or, where circumstances warrant, at such shorter interval as is necessary, to determine if further additions, deletions or other amendments are required.