Platinum Group Metals Ltd. Enters Into At-The-Market Equity Distribution Agreement
838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710
News Release No. 24-483
December 5, 2024
Platinum Group Metals Ltd. Enters Into
At-The-Market Equity Distribution Agreement
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American)
(“Platinum Group”, “PTM” or the “Company”) reports that it has entered into a new equity
distribution agreement effective as of December 5, 2024 (the “Distribution Agreement”) with
BMO Nesbitt Burns Inc. and Beacon Securities Limited (the “Canadian Agent s”) and BMO
Capital Markets Corp. (the “U.S. Agent” and together with the Canadian Agents, the “Agents”)
for a new at-the-market equity program (“2024 ATM Program”).
The Distribution Agreement will allow the Company to distribute up to US$50.0 million (or the
equivalent in Canadian dollars) of common shares of the Company (the “Offered Shares”)
under the 2024 ATM Program. The Offered Shares will be issued by the Company to the public
from time to time, through the Agents, at the Company’s discretion. The Offered Shares sold
under the 2024 ATM Program, if any, will be sold at the prevailing market price at the time of
sale. The net proceeds of any such sales under the 2024 ATM Program are anticipated to be
used, over the following 24 months, for the Waterberg property (the “ Waterberg Project”)
pre-construction site work, engineering and preparation, a potential phase one development
program at the Waterberg Project, a Saudi Arabia smelter and base metal refinery definitive
feasibility study, a contingency provision and general, corporate and administrative expenses.
Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through
“at-the-market distributions” as defined in National Instrument 44 -102 – Shelf Distributions
on the Toronto Stock Exchange (“TSX”), NYSE American, LLC (“NYSE American”) or any other
trading market for the Offered Shares in Canada or the United States or as otherwise agreed
between the Agents and the Company. The Company is not obligated to make any sales of
Offered Shares under the Distribution Agreement. Unless earlier terminated by the Company
or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier
of (i) December 13, 2026 and (ii) the date that the aggregate gross sales proceeds of the
Offered Shares sold under the 2024 ATM Program reaches the aggregate amount of US$50.0
million (or the equivalent in Canadian dollars).
The 2024 ATM Program is being made pursuant to a prospectus supplement to the Company's
short form base shelf prospectus dated November 13, 2024 and forming a part of the
Company’s U.S. registration statement on Form F-10 filed October 31, 2024, as amended on
November 13, 2024. The prospectus supplement relating to the 2024 ATM Program has been
filed with the securities commissions in each of the provinces and territories of Canada and
with the United States Securities and Exchange Commission.
The Company has relied on the exemption for “Eligible Interlisted Issuers” under Section
602.1 of the TSX Company Manual in connection with the listing of the Offered Shares on the
TSX.
PLATINUM GROUP METALS LTD. …2
Copies of the prospectus supplement, the Distribution Agreement and other relevant
documents are available on SEDAR + at www.sedarplus.ca and EDGAR at www.sec.gov.
Alternatively, copies of the prospectus supplement relating to the 2024 ATM Program may be
obtained, when available from:
Canadian Short Form Base Shelf
Prospectus and Prospectus Supplement:
BMO Nesbitt Burns Inc.
Mississauga Distribution Centre C/O
The Data Group of Companies
80 Ambassador Drive
Mississauga, Ontario L5T 2Y9
or by emailing [email protected]
U.S. F-10 Registration Statement, as
amended, and Prospectus Supplement:
BMO Capital Markets
151 W 42nd Street, 32nd Floor
New York, NY 10036
Attention: Equity Syndicate Department
or by emailing [email protected]
This press release does not constitute an offer to sell or the solicitation of an offer to buy
securities, nor will there be any sale of, the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Platinum Group Metals Ltd. and the 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 operated in joint-venture with Impala Platinum Holdings Ltd.,
Japan Oil, Gas and Metals National Corporation, Hanwa Co. Ltd., Mnombo Wethu Consultants
(Pty) Ltd. (“Mnombo”), and HJ Platinum Metals Company Ltd.
On behalf of the Board of Directors of
Platinum Group Metals Ltd.
Frank R. Hallam
President, CEO and Director
For further information contact:
Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450
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 news 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”, “may”,
“will”, “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 news release include, but are not limited to,
the future issuance of Offered Shares sold under the 2024 ATM Program; the ability to allocate
of the proceeds from any sale of the Offered Shares as described in the Prospectus
PLATINUM GROUP METALS LTD. …3
Supplement; the aggregate gross proceeds of the 2024 ATM Program; the use of proceeds
from any sales of Offered Shares under the 2024 ATM Program; and the Company’s other
future plans and expectations . Although the Company believes any forward -looking
statements in this news 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, inc luding but not
limited to, the Company may not sell any of the Offered Shares or may raise less than the
maximum offering amount under the 2024 ATM Program; management has broad discretion
in the use of proceeds from the 2024 ATM Program; compliance with regulatory requirements;
the Company’s inability to generate sufficient cash flow or raise additional capital, and to
comply with the terms of any new indebtedness; additional financing requirements; and any
new indebtedness may be secured, which potentially could result in the loss of any assets
pledged by the Company; 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 p lans 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 South African Rand and the Canadian Dollar; volatility in metals prices; the uncertainty
of alternative funding sources for Waterberg JV Resources (Pty) Ltd (“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 ob tain 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;
pandemics and other public health crises; 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, AIF and other filings, including the short form base shelf prospectus, prospectus
supplement and the Form F-10 registration statement, with the SEC and Canadian securities
regulators, which may be viewed at www.sec.gov and www.sedar plus.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
PLATINUM GROUP METALS LTD. …4
update any forward-looking statement, whether because of new information, future events or
results or otherwise.