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: December 2018
Commission file number: 001-33562
PLATINUM GROUP METALS LTD.
Suite 868 1100 Melville Street, Vancouver BC, V6E 4A6,
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.
Date: December 13, 2018 | /s/ Frank Hallam | |
FRANK HALLAM | ||
CHIEF FINANCIAL OFFICER |
EXHIBIT INDEX
EXHIBIT 99.2 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANTS REGISTRATION STATEMENTS ON FORM F-3 (FILE NO. 333-226580) (THE REGISTRATION STATEMENT), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Exhibit | Description |
99.1 | News Release dated December 13, 2018 |
99.2 | Material Change Report dated December 13, 2018 |
8381100 Melville Street | |
Vancouver, BC V6E 4A6 | |
P: 604-899-5450 | |
F: 604-484-4710 |
News Release | No. 18-385 December 13, 2018 |
Platinum Group Metals Completes Previously
Announced
Share Consolidation
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG-NYSE American) (Platinum Group or the Company) today completed the previously announced consolidation of its common shares on the basis of one new share for ten old shares (1:10) effective as of 9:00 a.m. (New York time) on December 13, 2018 (the Effective Time). The Companys consolidated common shares are expected to begin trading on the Toronto Stock Exchange (TSX) and NYSE American when the markets open on December 17, 2018. The Company completed the consolidation in order to increase the Companys common share price, for purposes of the NYSE Americans low selling price requirement.
Details
Each ten (10) common shares issued and outstanding at the Effective Time has been consolidated into one common share. The share consolidation affects all of the Companys common shares outstanding at the Effective Time. As a result of the share consolidation, the number of issued and outstanding common shares has been reduced from 291,259,110 to 29,125,911 (subject to fractional treatment). Each shareholders percentage ownership in the Company and proportional voting power remains unchanged, except for minor changes and adjustments resulting from the treatment of fractional shares.
No fractional shares will be issued as a result of the share consolidation. Fractional interests of 0.5 or greater will be rounded up to the nearest whole number of shares and fractional interests of less than 0.5 will be rounded down to the nearest whole number of shares, in accordance with the Business Corporations Act (British Columbia).
Registered shareholders of the Company will receive a letter of transmittal from the Company's transfer agent, Computershare Investor Services Inc. The letter of transmittal will contain instructions on how registered shareholders can exchange their old share certificates representing pre-consolidation common shares for new share certificates representing post-consolidation common shares. Until surrendered, each share certificate representing pre-consolidation common shares will represent the number of whole post-consolidation common shares to which the holder is entitled as a result of the consolidation.
Shareholders who hold their common shares in brokerage accounts or in street name are not required to take any action to effect the exchange of their common shares.
The number of common shares on a post-consolidated basis underlying the issued and outstanding warrants of the Company, including the warrants listed and posted for trading on the TSX under the symbol PTM.WT.U, and the exercise price thereof have been adjusted in accordance with the applicable warrant indenture or warrant certificate. As well, the number of common shares on a post-consolidated basis that may be issuable upon the conversion of convertible senior subordinated notes (the Notes) originally issued by the Company on June 30, 2017 and maturing on July 1, 2022 has been adjusted in accordance with the indenture governing the Notes.
PLATINUM GROUP METALS LTD. | 2 |
The new CUSIP number for the post-consolidation common shares is 72765Q882 and the new ISIN number is CA72765Q8829.
About Platinum Group Metals Ltd.
Platinum Group, based in Johannesburg, South Africa and Vancouver, Canada, is focused on the advancement of the large scale, near surface, palladium dominant Waterberg Project in South Africa. Partners at Waterberg include Impala Platinum Holdings Ltd., the Japan, Oil, Gas and Metals National Corporation and Mnombo Wethu Consultants (Pty) Ltd., a South African empowerment company.
On behalf of the Board of |
Platinum Group Metals Ltd. |
R. Michael Jones |
President & CEO |
For further information contact: |
R. Michael Jones, President & CEO |
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 have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.
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 statements about the timing of the expected commencement of trading of the consolidated common shares on the TSX and NYSE American. 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, but not limited to, the implementation of the share consolidation may adversely affect the market price of the common shares; the commencement of trading of the consolidated common shares on either or both of the TSX and the NYSE American may be delayed; the liquidity and market price of the common shares and the Companys ability to raise capital may be adversely affected if the Company is unable to maintain its listing on the NYSE American; the Companys capital requirements may exceed its current expectations and other risk factors described in the Companys Form 20-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.
FORM 51-102F3 |
MATERIAL CHANGE REPORT |
ITEM 1. NAME AND ADDRESS OF COMPANY
PLATINUM GROUP METALS LTD. (the Company or
Platinum Group)
838 1100 Melville Street Vancouver BC, V6E 4A6
Telephone: (604) 899-5450
ITEM 2. DATE OF MATERIAL CHANGE
December 13, 2018
ITEM 3. NEWS RELEASE
A news release was disseminated on December 13, 2018 to the TSX as well as through various other approved public media and was SEDAR filed with the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland Securities Commissions.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Platinum Group completed a consolidation of its common shares on the basis of one new share for ten old shares (1:10) effective as of 9:00 a.m. (New York time) on December 13, 2018 (the Effective Time). The Companys consolidated common shares are expected to begin trading on the Toronto Stock Exchange (TSX) and NYSE American when the markets open on December 17, 2018.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
The Company completed the previously announced consolidation of its common shares on the basis of one new share for ten old shares (1:10) effective as of 9:00 a.m. (New York time) on December 13, 2018 (the Effective Time). The Companys consolidated common shares are expected to begin trading on the Toronto Stock Exchange (TSX) and NYSE American when the markets open on December 17, 2018. The Company completed the consolidation in order to increase the Companys common share price, for purposes of the NYSE Americans low selling price requirement.
Details
Each ten (10) common shares issued and outstanding at the Effective Time has been consolidated into one common share. The share consolidation affects all of the Companys common shares outstanding at the Effective Time. As a result of the share consolidation, the number of issued and outstanding common shares has been reduced from 291,259,110 to 29,125,911 (subject to fractional treatment). Each shareholders percentage ownership in the Company and proportional voting power remains unchanged, except for minor changes and adjustments resulting from the treatment of fractional shares.
No fractional shares will be issued as a result of the share consolidation. Fractional interests of 0.5 or greater will be rounded up to the nearest whole number of shares and fractional interests of less than 0.5 will be rounded down to the nearest whole number of shares, in accordance with the Business Corporations Act (British Columbia).
2
Registered shareholders of the Company will receive a letter of transmittal from the Company's transfer agent, Computershare Investor Services Inc. The letter of transmittal will contain instructions on how registered shareholders can exchange their old share certificates representing pre-consolidation common shares for new share certificates representing post-consolidation common shares. Until surrendered, each share certificate representing pre-consolidation common shares will represent the number of whole post-consolidation common shares to which the holder is entitled as a result of the consolidation.
Shareholders who hold their common shares in brokerage accounts or in street name are not required to take any action to effect the exchange of their common shares.
The number of common shares on a post-consolidated basis underlying the issued and outstanding warrants of the Company, including the warrants listed and posted for trading on the TSX under the symbol PTM.WT.U, and the exercise price thereof have been adjusted in accordance with the applicable warrant indenture or warrant certificate. As well, the number of common shares on a post-consolidated basis that may be issuable upon the conversion of convertible senior subordinated notes (the Notes) originally issued by the Company on June 30, 2017 and maturing on July 1, 2022 has been adjusted in accordance with the indenture governing the Notes.
The new CUSIP number for the post-consolidation common shares is 72765Q882 and the new ISIN number is CA72765Q8829.
Disclosure
The Toronto Stock Exchange and the NYSE American have not reviewed and do not accept responsibility for the accuracy or adequacy of this material change report, which has been prepared by management.
This material change report 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 material change report include statements about the timing of the expected commencement of trading of the consolidated common shares on the TSX and NYSE American. Although the Company believes the forward-looking statements in this material change report 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, but not limited to, the implementation of the share consolidation may adversely affect the market price of the common shares; the commencement of trading of the consolidated common shares on either or both of the TSX and the NYSE American may be delayed; the liquidity and market price of the common shares and the Companys ability to raise capital may be adversely affected if the Company is unable to maintain its listing on the NYSE American; the Companys capital requirements may exceed its current expectations and other risk factors described in the Companys Form 20-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.
3
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
N/A
ITEM 7. OMITTED INFORMATION
N/A
ITEM 8. EXECUTIVE OFFICER
The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following telephone number:
Frank Hallam, CFO Phone: (604) 899-5450
ITEM 9. DATE OF REPORT
December 13, 2018