Platinum Group Metals Ltd. (TSX:PTM) (NYSE American:PLG) (“Platinum
Group”, “PTM” or the “Company”) announces that Hosken Consolidated
Investments Limited (“HCI”) has agreed to make a strategic
investment in the Company which will result in HCI owning, through
a subsidiary, 10.0% of PTM’s issued and outstanding shares.
HCI has entered into a subscription agreement with the
Company, on a private placement basis, for the purchase of
16,767,778 units (the “Units”) at a price of US$0.19 per unit for
gross proceeds of US$3,185,878 (the “Private Placement”).
Each Unit will consist of one common share and one-half common
share purchase warrant, with each full common share purchase
warrant allowing HCI to purchase one further common share of the
Company at a price of US$0.24 per share for a period of three years
from the date of closing of the Private Placement.
HCI is a South African black empowerment
investment holding company with a US$1.1 billion market
capitalization, listed on the JSE Securities Exchange. HCI’s
major shareholder is the Southern African Clothing and Textile
Workers’ Union. The group is involved in a diverse group of
investments including hotel and leisure; interactive gaming; media
and broadcasting; transport; mining; clothing; and
properties.
Closing of the Private Placement is subject to
customary closing conditions, including stock exchange
approvals. Pursuant to the subscription agreement and upon
completion of the Private Placement, HCI will be entitled to
nominate one person to be appointed to the board of directors of
the Company and will have a right to participate in future equity
financings of the Company to maintain approximately a 10.0%
interest.
HCI’s nominee to the board of directors of
Platinum Group will be Mr. John Anthony Copelyn, B.A. Hons,
B.Proc., Chief Executive Officer of HCI. Mr. Copelyn joined
HCI in 1997. Prior to this he was a member of the South
African parliament and general secretary of the Southern African
Clothing and Textile Workers’ Union. He is also Chairman of E Media
Holdings Ltd., Tsogo Sun Holdings Ltd., Deneb Investments Ltd. and
Niveus Investments Ltd.
The Company intends to use the net proceeds of
the Private Placement: (i) for repayment of debt due to Liberty
Metals & Mining Holdings, LLC; and (ii) as permitted, for
general corporate and working capital purposes. A finder’s
fee amounting to US$191,153 is to be paid in connection with the
Private Placement.
Securities purchased by HCI 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.
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.
On behalf of the Board of
Platinum Group Metals Ltd.
R. Michael JonesPresident, CEO and Director
For further information contact:R. Michael
Jones, Presidentor Kris Begic, VP, Corporate DevelopmentPlatinum
Group Metals Ltd., VancouverTel: (604) 899-5450 / Toll Free: (866)
899-5450www.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.
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
completion and use of proceeds of the Private Placement; the
nomination of a new member to the board of directors of the
Company; and future equity financings. 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 the inability to satisfy the closing conditions for the
Private Placement; flexibility in the use of proceeds; delays in
receipt of, or the inability to receive, the remaining proceeds of
the Maseve Investments 11 (Pty) Ltd. (“Maseve”) sale transaction or
to realize on the proceeds thereof; additional financing
requirements and the uncertainty of future financing; 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 Company’s secured loan facility (the “LMM
Facility”) with Liberty Metals & Mining Holdings, LLC (“LMM”)
is, and any new indebtedness may be, secured and the Company has
pledged its shares of 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 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
actual and estimated development and operating costs, between
actual and estimated metallurgical recoveries and between estimated
and actual production; the Company’s ability to regain compliance
with NYSE American continued listing requirements; 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. or
Mnombo Wethu Consultants (Pty) Ltd. or former shareholders of
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
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 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; 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 (“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.
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