Platinum Group Metals Ltd. Announces Non-Brokered Private Placement
838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710
News Release No. 23-470
September 8, 2023
Platinum Group Metals Ltd. Announces
Non-Brokered Private Placement
(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 2,118,645 common shares of the Company at price of US$1.18 each for
gross proceeds of approximately US$2.5 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 for its share of pre-
development costs on the Waterberg Project in South Africa, and for general corporate and
working capital purposes. Closing of the Private Placement is subject to customary closing
conditions, including stock exchange approvals and completion of the definitive agreement.
Pricing of the Private Placement represents a 4.54% discount to the five-day volume weighted
average trading price of the Company’s shares on the NYSE American stock exchange as of
September 7, 2023. The Private Placement will allow HCI to return to a near 27% interest in
the Company.
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 “related party” of the Company (as defined by Multilateral Instrument 61 -101 -
Protection of Minority Securityholders in Special Transactions (" MI 61 -101")) and the
Company intends to rely on the exemptions from both the formal valuation requirement and
the minority 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 va lue of the subject
matter of, nor the fair market value of the consideration for, the transact ion, insofar as 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 transaction as it has negotiated
the above transaction on an expedited basis.
838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710
About Platinum Group Metals Ltd. and Waterberg Project
Platinum Group Metals Ltd. is the operator and majority owner 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) Lt d., Japan Organization for Metals and
Energy Security 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 forw ard-looking statements. Forward-looking statements in
this press release include, without limitation, 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 advancement of the Company’s
objectives for the Waterberg Project . Although the Company believes any 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 potential inability
to obtain required regulatory approvals and satisfy other applicable closing conditions including
possible adverse impacts; the Company's history of losses and negative cash flow; the Company's
properties may not be brought i nto 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 devel opment and operating costs, between actual and estimated metallurgical
PLATINUM GROUP METALS LTD. …3
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 Waterberg 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 risk s 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 envir onmental
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; 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 40-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.sedarplus.ca, 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.