Platinum Group Metals Ltd. Amends Terms of Strategic Investment and Amends Liberty Metals & Mining Credit Facility
788 – 550 Burrard Street
Vancouver, BC V6C 2B5
P: 604-899-5450
F: 604-484-4710
News Release No. 18-370
May 11, 2018
Platinum Group Metals Ltd. Amends Terms of
Strategic Investment and Amends
Liberty Metals & Mining Credit Facility
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American)
(“Platinum Group” , “PTM” or the “Company”) announces that Hosken Consolidated
Investments Limited (“HCI”) and the Company have agreed to amend the terms of a
strategic investment in the Company by HCI first announced on May 3, 2018. HCI has
entered into an amended subscri ption agreement with the Company, on a private
placement basis, for the purchase directly or through a subsidiary of 15,090,999 units
(the “Units”) at a price of US$0.15 per unit for gross proceeds of US$ 2,263,649.85 (the
“Amended Private Placement”). Eac h Unit will consist of one common share and one
common share purchase warrant, with each common share purchase warrant allowing HCI
to purchase one further common share of the Company at a price of US$0.17 per share
for a period of 18 months from the date of closing of the Amended Private Placement.
Closing of the Amended Private Placement is to be immediately prior to the closing of the
Company’s proposed public offering of units announced on May 3, 2018 and is subject to
customary closing conditions, including stock exchange approvals. HCI may terminate the
subscription agreement if, among other reasons, the closing of the Amended Private
Placement does not occur by May 18, 2018, the public offering is terminated or the public
offering is for gross proce eds of less than US$17.1 million. As previously disclosed, HCI
has also indicated its interest in participating in the public offering.
The Company also reports today that Liberty Metals & Mining Holdings, LLC (“LMM”) and
the Company have agreed to amended credit terms for an existing secured loan facility
(the “LMM Facility”) . The Company must (i) raise a minimum of US$ 15 million in
financings of subordinated debt , common shares and/or securities convertible into
common shares (the “Required Financing”) before May 31, 2018 (previously US$20 million
required before May 15, 2018), (ii) apply the first US$ 12 million of gross proceeds from
the Required Financing to reduce indebtedness under the LMM Facility before May 31,
2018 (previously US$20 million required before May 15, 2018) , and (iii) not otherwise be
in default under the LMM Facility . If these conditions are satisfied, (a) the LMM Facility
maturity date will be extended to October 31, 2019 ( from September 30, 2018 ), (b) a
previous requirement to raise a further US$20 million in subordinated debt and/or
common shares before July 31, 2018 will be eliminated, and (c) interest will continue to
accrue and be capitalized until the maturity date (previously, interest beca me payable
quarterly after June 30, 2018).
The securities described herein have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the “Act”), and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration requirements of such Act.
PLATINUM GROUP METALS LTD. …2
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.
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.
This press release contains forward -looking information withi n 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, anticipa te, 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, statements
regarding the timing, terms and completion of the Amended Private Placement and other
financings, including the Required Financing, HCI’s participation in such financings, and
the Company’s ability to satisf y the conditions required to extend the maturity date,
eliminate the second required financing and continue to capitalize interest under the LMM
Facility. 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 the inability to satisfy the closing
conditions for the Amended Private Placement or other financings; delays in receipt of, or
the inability to receive, the remaining proceeds of the Maseve Investments 11 (Pty) Ltd.
(“Maseve”) sale transaction or to realize on the proceeds thereof; additional financing
requirements and the uncertainty of future financing; the Company’s history of losses; the
Company’s 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 h as
pledged its shares of PTM RSA, and PTM RSA has pledged its shares of Waterberg JV
Resources (Pty) Limited (“ Waterberg JV Co. ”) to LMM under the LMM Facility, which
potentially could result in the loss of the Company’s interest in PTM RSA and the
PLATINUM GROUP METALS LTD. …3
Waterberg Project in the event of a default under the LMM Facility or any new secured
indebtedness; the Company’s negative cash flow; the Company’s 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
Company’s ability to regain compliance with NYSE American continued listing
requirements; f luctuations 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. or
Mnombo Wethu Consultants (Pty) Ltd. or former shareholders of 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 require d; 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 nationa l 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 obt ain, 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 fai lures to comply with legislation; and other risk
factors described in the Company’s 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 Company’s
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.