Platinum Group Metals Ltd. Closes Non-Brokered Private Placement
838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710
News Release No. 19-388
February 4, 2019
Platinum Group Metals Ltd. Closes
Non-Brokered Private Placement
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American)
(“Platinum Group”, “PTM” or the “ Company”) reports closing of the Company’s previously
announced non-brokered private placement of common shares at price of US $1.33 each. An
aggregate of 3,124,059 common shares were subscribed for and issued, including a 124,059
common share increase to the annou nced offering size, resulting in gross proceeds to the
Company of US $4.155 million (the “Private Placement”). A 6% cash finder’s fee in the
amount of US $ 71,590 was paid in cash on a portion of the Private Placement. Hosken
Consolidated Investments Limited (“ HCI”), an existing major shareholder of the Company,
subscribed for 2,141,942 common shares.
The Company intends to use the net proceeds of the Private Placement for its share of
remaining costs to complete a Definitive Feasibility St udy (“DFS”) now underway for the
Waterberg palladium and platinum project (the “Waterberg Project”) and for general
corporate and working capital purposes. Closing of the Private Placement is subject to
customary closing conditions, including stock exchange approvals.
Securities issued 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 under Multilateral Instrument 61-101 –
Protection of Minority Securityholders in Special Transactions (“MI 61-101 but the Company
is relying on exemptions from the formal valuation and minority approval requirements of MI
61-101 in connection with the participation of HCI in the Private Placement. The Company
did not file a material change report more than 21 days before the expected closing date of
the Private Placement as the Company wished to close the Private Placement on an expedited
basis for sound business reasons.
About Platinum Group Metals Ltd.
Platinum Group is focused on, and is the operator of, the Waterberg Project, a bulk mineable
underground palladium deposit in northern South Africa. Waterberg was discovered by the
Company.
PLATINUM GROUP METALS LTD. …2
On behalf of the Board of
Platinum Group Metals Ltd.
Frank R. Hallam
CFO, Corporate Secretary 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 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, without limitation, statements regarding the size, participation in, receipt of regulatory
approvals for, and the completion and amount and use of proceeds of the Private Placement.
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 a re 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 Company’s inability to obtain subscriptions for and complete the Private Placement on th e
terms disclosed above, or at all, to obtain required regulatory approvals for the Private Placement,
and to maintain and extend the waivers of Liberty Metals & Mining Holdings, LLC (“LMM”) , a
subsidiary of Liberty Mutual Insurance, under the Company’s credit facility (the “ LMM Facility”)
necessary to permit the use of proceeds contemplated above; additional financing requirements;
the LMM Facility with LMM is, and any new indebtedness may be, secured and the Company has
pledged its shares of Platinum Group Metals (RSA) Proprietary Limited (“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 Waterberg Project in the event of a default under the LMM Facility or any new secured
indebtedness; the Company’s history of losses and negative cash flow; the Company’s ability to
continue as a going concern; the Company’s p roperties 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 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; completion
PLATINUM GROUP METALS LTD. …3
of a DFS for the Waterberg Project is subject to economic analysis requirements; 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 o r instances of fraud, bribery or corruption;
the Company may become subject to the U.S. Investment Company Act; exploration, development
and mining risks and the inherently dangerous nature of the mining industry, and the risk of
inadequate insurance or in ability 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; the Company’s common shares may be delisted
from the NYSE American or the TSX if it cannot maintain or regain 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 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.