UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule
13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: April 2018
Commission File Number: 001-33562
PLATINUM GROUP METALS LTD.
Suite 788 550 Burrard Street, Vancouver BC, V6C 2B5,
CANADA
Address of Principal Executive Office
Indicate by check mark whether the registrant files or will file annual reports under cover:
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PLATINUM GROUP METALS LTD. | |
/s/ Frank Hallam | |
Date: April 20, 2018 | Frank Hallam |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit | Description |
99.1 | News Release dated April 20, 2018 |
788 550 Burrard Street
Vancouver, BC V6C 2B5 P: 604-899-5450 F: 604-484-4710 | |
News Release | No. 18-365 April 20, 2018 |
Platinum Group Metals Ltd. Receives Final Government
Approval For Maseve Mine Sale
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American) (Platinum Group PTM or the Company) reports that government approval has been received for Royal Bafokeng Platinum Limited (RBPlat) to acquire 100% of the shares in Maseve Investments 11 (Pty) Ltd., the holding company of the Maseve Mine, and all shareholder loans owed by Maseve, for an aggregate consideration in cash and RBPlat common shares, valued on September 6, 2017 at approximately US$16 million.
The South African Department of Mineral Resources (DMR) has granted consent in terms of section 11 of the Mineral and Petroleum Resources Development Act to transfer the entire issued share capital in Maseve held by the Company and one minority shareholder to RBPlat. Maseve is the holder of the mining right underlaying the Maseve Mine. With the grant of section 11 approval all conditions precedent to the completion of the sale of Maseve to RBPlat (the Maseve Sale Transaction) have now been met.
Platinum Group CEO R. Michael Jones said The Board of Directors of Platinum Group appreciate the DMRs timely approval. The sale of the Maseve Mine is important for Platinum Group to reduce debt and allow us to focus on our large-scale bulk, Waterberg palladium discovery. RBPlat will be able to preserve jobs and combine Maseve with their adjacent operations.
The Company and RBPlat announced a term sheet for a two-step sale transaction valued at approximately US$74 million on September 6, 2017. Later, on November 23, 2017, definitive agreements were executed1. On April 5, 2018 Maseve completed the sale of the Maseve concentrator plant and certain surface rights (Step One) to RBPlat for cash consideration. RBPlat will now acquire 100% of the shares (Step Two) in Maseve, the holding company of the Maseve Mine, and all shareholder loans owed by Maseve, for an aggregate consideration in cash and RBPlat common shares, valued on September 6, 2017 at approximately US$16 million (approximately US$15.45 million at present) of which approximately US$854,935 (approximately US$755,378 at present) is to be paid in RBPlat common shares to a minority shareholder of Maseve.
The Company intends to pay all of its net proceeds from Step Two, which may take several months to be fully realized into cash, to reduce outstanding indebtedness pursuant to a secured loan facility (the LMM Facility) with Liberty Metals & Mining Holdings, LLC (LMM).
________________________________
1 For more
details please refer to the Financial Statements and Managements Discussion and
Analysis for the six months ended February 28, 2018, the Companys Annual Report
on Form 20-F and the Companys Annual Information Form for the year ended August
31, 2017.
PLATINUM GROUP METALS LTD. | 2 |
Closing of Step Two is expected to be complete before the end of April, 2018. Once Step Two is complete the Company will no longer be responsible for care and maintenance costs or the ongoing commitments of Maseve.
About Platinum Group Metals Ltd.
Platinum Group is focused on, and is the operator of, the Waterberg Project, a bulk mineable underground deposit in northern South Africa. Waterberg was discovered by the Company. Waterberg has potential to be a low cost dominantly palladium mine and Impala Platinum Holdings Limited, a smelter and refiner of platinum group metals, recently made a strategic investment in the Waterberg Project.
On behalf of the Board of
Platinum Group Metals
Ltd.
R. Michael Jones
President, CEO and Director
For further information contact:
R. Michael
Jones, President
or Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel:
(604) 899-5450 / Toll Free: (866) 899-5450
www.platinumgroupmetals.net
Disclosure
The Toronto Stock Exchange and the NYSE American LLC have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.
PLATINUM GROUP METALS LTD. | 3 |
This press release contains forward-looking information
within the meaning of Canadian securities laws and forward-looking statements
within the meaning of U.S. securities laws (collectively forward-looking
statements). Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, plans, postulate and similar
expressions, or are those, which, by their nature, refer to future events. All
statements that are not statements of historical fact are forward-looking
statements. Forward-looking statements in this press release include, without
limitation, the timing and completion of Step Two of the Maseve Sale
Transaction; satisfaction of conditions precedent and consummation of Step Two
to the Maseve Sale Transaction as described herein; the Companys realization
and intended use of proceeds derived from the Maseve Sale Transaction; and the
Waterberg Projects potential to be a bulk mineable, low-cost dominantly
palladium mine. Although the Company believes the forward-looking statements in
this press release are reasonable, it can give no assurance that the
expectations and assumptions in such statements will prove to be correct. The
Company cautions investors that any forward-looking statements by the Company
are not guarantees of future results or performance and that actual results may
differ materially from those in forward-looking statements as a result of
various factors, including delays in, or the inability to complete, Step Two of
the Maseve Sale Transaction component of the planned sale of the Maseve Mine or
to realize on the proceeds thereof; additional financing requirements; the
Companys history of losses; the Companys inability to generate sufficient cash
flow or raise sufficient additional capital to make payment on its indebtedness, and to comply with the terms of such
indebtedness; the LMM Facility is, and any new indebtedness may be, secured and
the Company has pledged its shares of PTM RSA, and PTM RSA has pledged its
shares of Waterberg JV Resources (Pty) Limited (Waterberg JV
Co.) to Liberty Metals & Mining Holdings, LLC, a subsidiary of
LMM, under the LMM Facility, which potentially could result in the loss of the
Companys interest in PTM RSA and the Waterberg Project in the event of a
default under the LMM Facility or any new secured indebtedness; the Companys
negative cash flow; the Companys ability to continue as a going concern;
completion of the definitive feasibility study for the Waterberg Project, which
is subject to resource upgrade and economic analysis requirements; uncertainty
of estimated production, development plans and cost estimates for the Waterberg
Project; discrepancies between actual and estimated mineral reserves and mineral
resources, between actual and estimated development and operating costs, between
actual and estimated metallurgical recoveries and between estimated and actual
production; the Companys ability to regain compliance with NYSE American
continued listing requirements; fluctuations in the relative values of the U.S.
Dollar, the Rand and the Canadian Dollar; volatility in metals prices; the
failure of the Company or the other shareholders to fund their pro rata share of
funding obligations for the Waterberg Project; any disputes or disagreements
with the other shareholders of Waterberg JV Co., Mnombo Wethu Consultants (Pty)
Ltd. or Maseve; the ability of the Company to retain its key management
employees and skilled and experienced personnel; contractor performance and
delivery of services, changes in contractors or their scope of work or any
disputes with contractors; conflicts of interest; capital requirements may
exceed its current expectations; the uncertainty of cost, operational and
economic projections; the ability of the Company to negotiate and complete
future funding transactions and either settle or restructure its debt as
required; litigation or other administrative proceedings brought against the
Company; actual or alleged breaches of governance processes or instances of
fraud, bribery or corruption; exploration, development and mining risks and the
inherently dangerous nature of the mining industry, and the risk of inadequate
insurance or inability to obtain insurance to cover these risks and other risks
and uncertainties; property and mineral title risks including defective title to
mineral claims or property; changes in national and local government
legislation, taxation, controls, regulations and political or economic
developments in Canada and South Africa; equipment shortages and the ability of
the Company to acquire necessary access rights and infrastructure for its
mineral properties; environmental regulations and the ability to obtain and
maintain necessary permits, including environmental authorizations and water use
licences; extreme competition in the mineral exploration industry; delays in
obtaining, or a failure to obtain, permits necessary for current or future
operations or failures to comply with the terms of such permits; risks of doing
business in South Africa, including but not limited to, labour, economic and
political instability and potential changes to and failures to comply with
legislation; and other risk factors described in the Companys most recent Form
20-F annual report, annual information form and other filings with the U.S.
Securities and Exchange Commission (SEC) and Canadian securities regulators,
which may be viewed at www.sec.gov and www.sedar.com, respectively. Proposed
changes in the mineral law in South Africa if implemented as proposed would have
a material adverse effect on the Companys business and potential interest in
projects. Any forward-looking statement speaks only as of the date on which it
is made and, except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any forward- looking
statement, whether as a result of new information, future events or results or
otherwise.