Platinum Group Metals Ltd. Announces Non-Brokered Private Placement and Planned Full Repayment of Credit Facility
838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710
News Release No. 21-447
January 25, 2022
Platinum Group Metals Ltd. Announces
Non-Brokered Private Placement and Planned
Full Repayment of Credit Facility
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American)
(“Platinum Group ” or the “ Company”) reports that it intends, subject to regulatory
approval, to sell 3,539,823 common shares of the Company at price of US$1.695 each for
gross proceeds of US$6.0 million (the “ Private Placement”) to existing major beneficial
shareholder, Hosken Consolidated Investments Limited (“HCI”).
The Company intends to use the net proceeds of the Private Placement to repay in full the
remaining US$3.0 million principal balance of a senior secured facility with Sprott Private
Resource Lending II (Collector), LP and the other lenders party thereto (the “2019 Sprott
Facility”), and for general corporate and working capital purposes. Closin g of the Private
Placement is subject to the prior issuance of the Note Repurchase Shares (as defined below)
and customary closing conditions, including stock exchange approvals.
On January 20, 2022, the Company reported the execution of privately negotiated agreements
with the beneficial owners of US$20 million of the Company’s 6 7/8% Convertible Senior
Subordinated Notes (the “Notes”) due July 1, 2022 under which the Company will purchase
and cancel the Notes for consideration of 11,793,509 Common Shares of the Company (the
“Note Repurchase Shares”), plus accrued and unpaid interest which will be paid in cash .
Pricing of the Private Placement was set to be consistent with the pricing for the purchase of
the Notes. The Private Placement will allow HCI to return to a near 26% interest in the
Company, which it holds prior to the purchase and cancellation of the Notes.
The Company’s President and CEO, Frank R. Hallam, stated “We appreciate the support of our
major shareholder HCI, allowing the Company to make a final repayment of our debt. The
Company will be debt free for the first time since 2015 and will be well positioned to advance
its objectives for the Waterberg Project in South Africa”.
Securities purchased pursuant to the Private Placement may not be traded for a period of four
months plus one day from the closing of the Private Placement. The securities described herein
have not been, and will not be, registered under the United States Securities Act of 1933 (the
“Act”), as amended, 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.
HCI is a "rela ted party" of the Company (as defined by Multilateral Instrument 61 -101 -
Protection of Minority Securityholders in Special Transactions (" MI 61 -101")) and the
PLATINUM GROUP METALS LTD. …2
Company intends to rely on the exemptions from both the formal valuation requirement and
the min ority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a),
respectively, of MI 61 -101, on the basis that neither the fair market value of the subject
matter of, nor the fair market value of the consideration for, the transaction, insofar a s it
involves HCI, exceeds 25 per cent of the Company's market capitalization calculated in
accordance with MI 61-101. The Company will not have filed a material change report more
than 21 days before the expected closing date of the above transactions as it has negotiated
the above transactions on an expedited basis.
The Company will rely on the exemption for “Eligible Interlisted Issuers” under Section 602.1
of the TSX Company Manual in connection with the listing of the common shares on the
Toronto Stock Exchange (“TSX”) under the Private Placement.
About Platinum Group Metals Ltd. and Waterberg Project
Platinum Group Metals Ltd. is the operator of the Waterberg Project, a bulk underground
palladium and platinum deposit located in South Africa. The Waterberg Project was discovered
by Platinum Group and is being jointly developed with Impala Platinum Holdings Ltd., Mnombo
Wethu Consultants (Pty) Ltd., Japan Oil, Gas and Metals National Corporation and Hanwa Co.
Ltd.
On behalf of the Board of
Platinum Group Metals Ltd.
Frank R. Hallam
President and CEO
For further information contact:
Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450
www.platinumgroupmetals.net
Disclosure
The TSX 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 may contain 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 l imitation, statements regarding the size, participation in,
receipt of regulatory approvals and satisfaction of other closing conditions for, and the completion
and amount and use of proceeds of the Private Placement and the Note repurchases; the Company
becoming free of debt; HCI’s future share ownership; and the advancement of the Company’s
objectives for the Waterberg Project . Although the Company believes any forward -looking
PLATINUM GROUP METALS LTD. …3
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 materiall y from
those in forward-looking statements as a result of various factors, including the potential inability
to obtain required regulatory approvals and satisfy other applicable closing conditions including
the completion of the Note repurchases ; possible adverse impacts due the global outbreak o f
COVID-19; the Company's history of losses and negative cash flow; the Company's ability to
continue as a going concern; the Company's properties may not be brought into a state of
commercial production; 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;
fluctuations in the relative values of the U.S. Dollar, the Rand and the Canadian Dollar; volatility
in metals prices; the uncertainty of alternative funding sources for Waterberg JV Co.; the Company
may become subject to the U.S. Investment Company Act; the failure of the Company or the other
shareholders to fund their pro rata share of funding obligations for the Water berg Project; any
disputes or disagreements with the other shareholders of Waterberg JV Co. or Mnombo; the ability
of the Company to retain its key management employees and skilled and experienced personnel;
conflicts of interest; 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 legis lation, 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 re gulations 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 c urrent 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; the Company's
common shares may be delisted from the NYSE American or the TSX if it cannot maintain
compliance with the applicable listing requirements; 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 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
because of new information, future events or results or otherwise.