Platinum Group Metals Ltd. Receives Initial US$58M From Maseve Mine Sale to Pay Down Debt
788 – 550 Burrard Street
Vancouver, BC V6C 2B5
P: 604-899-5450
F: 604-484-4710
News Release No. 18-363
April 6, 2018
Platinum Group Metals Ltd. Receives
Initial US$58M From Maseve Mine Sale to Pay Down Debt
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American)
(“Platinum Group” “PTM” or the “ Company”) reports that Maseve Investments 11 (Pty)
Limited (“Maseve”) has now completed the sale of the Maseve concentrator plant and
certain surface rights (“Step One”) to Royal Bafokeng Platinum Ltd. (“RBPlat”) . The
Company and RBPlat executed definitive agreements for a two-step transaction valued at
approximately US$74 million on November 23, 2017 (the “Maseve Sale Transaction”) 1.
Conditions precedent to Step One were fulfilled on February 14, 2018. A deposit amount
in escrow of Rand 41 .37 million (approximately US$3. 5 million) (the “Deposit”) was
released to the Company on March 14, 2018 . The final Step One cash payment of Rand
646.72 million (approximately US$54.5 million) (the “Final Payment”) was received by the
Company in South Africa coincident with the registration of the applicable surface rights to
a wholly owned subsidiary of RBPlat.
RBPlat is next (“Step Two”) to acquire 100% of the shares in Maseve, the holding company
of the Maseve Mine, and all shareholder loans owed by Maseve , for an aggregate
consideration valued at approximately US$16 million on November 23, 2017 , of which
approximately US$855,000 is payable to a minority shareholder of Maseve. The parties
continue to work together in fulfilment of the remaining conditions precedent to the
completion of Step Two, which includes the Department of Mineral Resources approval to
the transaction under section 11 of the Mineral and Petroleum Resources Development Act,
which is expected in the weeks ahead.
An amount of Rand 40.94 million (approximately US$3.47 million) from the release of the
Deposit was used to settle outstanding contractor claims and pay an amount of US$107,755
to reduce outstanding indebtedness to the Sprott Resource Lending Partnership (“Sprott”)
pursuant to their first secured loan facility (the “Sprott Facility”).
The Company is to use approximately US$46.98 million from the Final Payment to repay all
remaining indebtedness under the Sprott Facility, consisting of the outstanding principal
amount of US$40.0 million, a bridge loan of US$5.0 million and all accrued and unpaid
interest and fees due of approximately US$1.98 million.
The Company is also in the process of paying US$7.52 million from the Final Payment to
reduce outstanding indebtedness and to pay fees due under a second secured loan facility
(the “LMM Facility”) with Liberty Metals & Mining Holdings, LLC (“LMM”). Following this
payment a pproximately US$44.45 million in principal , accrued interest and accrued
1 For more details please refer to the Financial Statements and Management’s Discussion and Analysis for the
three months ended November 30, 2017, the Company’s Annual Report on Form 20-F and the Company’s
Annual Information Form for the year ended August 31, 2017.
PLATINUM GROUP METALS LTD. …2
production payments will remain due to LMM. The Company is also required to pay LMM a
production payment termination fee (“PPTF”) of US$15 million before May 11, 2018, or if
later US$25 million. The LMM Facility matures on September 30, 2018. All payments to
LMM are first applied to the PPTF.
As previously reported, and as agreed with Sprott and LMM, the Company must raise US$20
million in subordinated debt and/or equity within 30 days of the Sprott Facility being repaid.
In addition, the Company must also complete a second required raise of US$20 million in
subordinated debt and/or equity before July 31, 2018. Proceeds from these required raises
will first be applied to remaining amounts payable for the PPTF and then to repay remaining
amounts due pursuant to the LMM Facility. Voluntary repayments to LMM in excess of the
first required US$20 million repayment will be applicable t o reduce the second required
US$20 million repayment (the “Second Required Repayment”) . The Company’s share of
proceeds receivable for Step Two of the Maseve Sale Transaction are to be applied towards
repayment of amounts owing to LMM.
In order to provide a financing alternative for a majority of the Second Required Payment
to LMM, on March 8, 2018 the Company entered into a non-binding Term Sheet (the “Sprott
Term Sheet”) with Sprott Private Resource Lending (Collector), LP (“Sprott PRL”) for a
US$15.0 million term loan facility (the “Sprott PRL Facility”) on industry standard costs,
terms and conditions for a loan of this nature. If the Sprott PRL Facility is completed, the
Sprott PRL Facility may be drawn upon by the Company until July 30, 2018, or such other
date as mutually agreed by the Company and Sprott PRL and would have a maturity date
of 12 months after the closing date.
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.
Waterberg has potential to be a low cost dominantly palladium mine and Impala Platinum
Holdings Limited, a smelter and refiner of platinum group metals, recently made a strategic
investment in the Waterberg Project.
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.
PLATINUM GROUP METALS LTD. …3
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, the timing and
completion of Step Two of the Maseve Sale Transaction; receipt and timing of required
government approvals, satisfaction of other conditions precedent and consummation of
Step Two to the Maseve Sale Transaction as described herein; the Company’s realization
and intended use of proceeds derived from the Maseve Sale Transaction; future sales of
debt or equity; repayment of, and compliance with the terms of, indebtedness; completion
of the Sprott PRL Facility, including on industry standard costs, terms and conditions, the
drawing upon the Sprott PRL Facility and any subsequent repayment; and the Waterberg
Project’s potential to be a bulk mineable, low-cost dominantly palladium mine. 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 delays in, or the inability to complete, Step Two of the Maseve Sale Transaction
component of the planned sale of the Maseve Mine or to realize on the proceeds thereof;
additional financing requirements; 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 has pledged its shares of PTM
RSA, and PTM RSA has pledged its share s of Waterberg JV Resources (Pty) Limited
(“Waterberg JV Co.”) to Liberty Metals & Mining Holdings, LLC, a subsidiary of 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 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 act ual and estimated development and operating costs, between actual and
estimated metallurgical recoveries and between estimated and actual production; risks
related to the nature of the Maseve Sale Transaction and the uncertainty as to whether the
Company can successfully obtain all required government approvals, satisfy other closing
conditions and consummate Step Two of the Maseve Sale Transaction; potential delays in
the foregoing; 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; 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 required ; litigation or other administrative proceedings brought against the
PLATINUM GROUP METALS LTD. …4
Company; actual or alleged breaches of governance processes or instances of fraud, bribery
or corruption; exploration, development and mini ng 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 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 ac cess rights and infrastructure for its mineral properties ;
environmental regulations and the ability to obta in 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; and other risk
factors described in the Company’s most recent Form 20 -F annual report, annual
information form and other f ilings 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.