UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to
Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of:
November 2018
Commission file number:
001-33562
Platinum Group Metals Ltd.
Suite 788 – 550 Burrard Street, Vancouver BC, V6C 2B5,
CANADA
Address of Principal Executive Office
Indicate by check mark whether the registrant files or will file
annual reports under cover:
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Date: November 20, 2018
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/s/ Frank Hallam
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FRANK HALLAM
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CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
EXHIBIT 99.2 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED
BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (FILE NO.
333-226580) (THE “REGISTRATION STATEMENT”), AND TO BE A PART THEREOF FROM THE
DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY
DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
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788 – 550 Burrard Street
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Vancouver, BC V6C 2B5
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P: 604-899-5450
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F: 604-484-4710
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News Release
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No. 18-383
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November 20, 2018
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Platinum Group Metals Announces Share Consolidation
(Vancouver/Johannesburg)
Platinum Group Metals Ltd.
(PTM-TSX; PLG-NYSE American) (“Platinum Group” or the “Company”) today announced
a consolidation of its common shares on the basis of one new share for ten old
shares (1:10), effective at 9:00 a.m. (New York time) on December 13, 2018 (the
“Effective Time”). The Company’s consolidated common shares are expected to
begin trading on the Toronto Stock Exchange (“TSX”) and NYSE American when the
markets open on December 17, 2018. The purpose of the consolidation is to
increase the Company’s common share price to be in compliance with the NYSE
American’s low selling price requirement.
Shareholder feedback has been that the
Company should maintain its listing on the NYSE American.
Details
Each ten (10) common shares issued and outstanding at the
Effective Time will be consolidated into one common share. The share
consolidation will affect all of the Company’s common shares outstanding at the
Effective Time. As a result of the share consolidation, the number of issued and
outstanding common shares will be reduced from 291,259,110 to 29,125,911
(subject to fractional treatment). Each shareholder’s percentage ownership in
the Company and proportional voting power remained unchanged after the share
consolidation, except for minor changes and adjustments resulting from the
treatment of fractional shares.
The new CUSIP number for the post-consolidation common shares
will be 72765Q882 and the new ISIN number will be CA72765Q8829.
No fractional shares will be issued as a result of the share
consolidation. Fractional interests of 0.5 or greater will be rounded up to the
nearest whole number of shares and fractional interests of less than 0.5 will be
rounded down to the nearest whole number of shares, in accordance with the
Business Corporations Act
(British Columbia). Registered shareholders of
the Company will receive a letter of transmittal from the Company's transfer
agent, Computershare Investor Services Inc., as soon as practicable after the
effective date of the share consolidation. The letter of transmittal will enable
registered shareholders to exchange their old share certificates representing
pre-consolidation common shares for post-consolidation common shares. Until
surrendered, each share certificate representing pre-consolidation common shares
will represent the number of whole post consolidation common shares to which the
holder is entitled as a result of the consolidation.
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PLATINUM GROUP METALS LTD.
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…2
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Shareholders who hold their common shares in brokerage accounts
or in “street name” are not required to take any action to effect the exchange
of their common shares.
The number of common shares on a post-consolidated basis
underlying the issued and outstanding warrants of the Company, including the
warrants listed and posted for trading on the TSX under the symbol “PTM.WT.U”,
and the exercise price thereof will be adjusted in accordance with the
applicable warrant indenture or warrant certificate. As well, the number of
common shares on a post-consolidated basis that may be issuable upon the
conversion of convertible senior subordinated notes (the “Notes”) originally
issued by the Company on June 30, 2017 and maturing on July 1, 2022 will be
adjusted in accordance with the indenture governing the Notes.
Regulatory Requirements
The listing of the consolidated common shares on the NYSE
American and the TSX is subject to the prior approval of the NYSE American and
the final approval of the TSX, respectively.
About Platinum Group Metals Ltd.
Platinum Group, based in Johannesburg, South Africa and
Vancouver, Canada, is focused on the advancement of the large scale, near
surface, palladium dominant Waterberg Project in South Africa. Partners at
Waterberg include Impala Platinum Holdings Ltd., the Japan Oil, Gas and Metals
National Corporation and Mnombo Wethu Consultants (Pty) Ltd., a South African
empowerment company.
On behalf of the Board of
Platinum Group Metals
Ltd.
R. Michael Jones
President & CEO
For further information contact:
R. Michael Jones,
President & CEO
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.
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PLATINUM GROUP METALS LTD.
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…3
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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 statements about the
approval of the TSX and the NYSE American for the trading of the consolidated
common shares, the timing of the expected commencement of trading of the
consolidated common shares on the TSX and NYSE American, the satisfaction of the
minimum share price requirement of the NYSE American, the expected number of
common shares outstanding after the consolidation and the anticipated effect of
the treatment of fractional shares on the percentage ownership in the Company
and proportional voting power. 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, but not limited to, the announcement or
implementation of the share consolidation may adversely affect the market price
of the common shares; the NYSE American may not approve the listing of the
consolidated common shares or may delist the common shares prior to commencement
of trading of the post consolidation shares if the Company cannot satisfy NYSE
American requirements, including minimum share price requirements; the
commencement of trading of the consolidated common shares on either or both of
the TSX and the NYSE American may be delayed; the liquidity and market price of
the common shares and the Company’s ability to raise capital may be adversely
affected if the Company is unable to maintain its listing on the NYSE American;
the Company’s capital requirements may exceed its current expectations and other
risk factors described in the Company’s Form 20-F annual report, annual
information form and other filings with the Securities and Exchange Commission
and Canadian securities regulators, which may be viewed at www.sec.gov and
www.sedar.com, respectively.
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FORM 51-102F3
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MATERIAL
CHANGE REPORT
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ITEM
1.
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NAME AND ADDRESS OF COMPANY
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PLATINUM GROUP METALS LTD. (the “
Company
” or
“
Platinum Group
”)
788 – 550 Burrard Street Vancouver BC, V6C 2B5
Telephone: (604) 899-5450
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ITEM
2.
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DATE OF MATERIAL CHANGE
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November 20, 2018
A news release was disseminated on November 20, 2018 to the TSX
as well as through various other approved public media and was SEDAR filed with
the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New
Brunswick, Nova Scotia, Prince Edward Island and Newfoundland Securities
Commissions.
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ITEM
4.
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SUMMARY OF MATERIAL CHANGE
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Platinum Group Metals announced a consolidation of its common
shares on the basis of one new share for ten old shares (1:10), effective at
9:00 a.m. (New York time) on December 13, 2018 (the “Effective Time”). The
Company’s consolidated common shares are expected to begin trading on the
Toronto Stock Exchange (“TSX”) and NYSE American when the markets open on
December 17, 2018. The purpose of the consolidation is to increase the Company’s
common share price to be in compliance with the NYSE American’s low selling
price requirement.
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ITEM
5.
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FULL DESCRIPTION OF MATERIAL
CHANGE
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The Company announced a consolidation of its common shares on
the basis of one new share for ten old shares (1:10), effective at 9:00 a.m.
(New York time) on December 13, 2018 (the “Effective Time”). The Company’s
consolidated common shares are expected to begin trading on the Toronto Stock
Exchange (“TSX”) and NYSE American when the markets open on December 17, 2018.
The purpose of the consolidation is to increase the Company’s common share price
to be in compliance with the NYSE American’s low selling price requirement.
Shareholder feedback has been that the Company should maintain
its listing on the NYSE American.
Details
Each ten (10) common shares issued and outstanding at the
Effective Time will be consolidated into one common share. The share
consolidation will affect all of the Company’s common shares outstanding at the
Effective Time. As a result of the share consolidation, the number of issued and
outstanding common shares will be reduced from 291,259,110 to 29,125,911
(subject to fractional treatment). Each shareholder’s percentage ownership in
the Company and proportional voting power remained unchanged after the share
consolidation, except for minor changes and adjustments resulting from the
treatment of fractional shares.
The new CUSIP number for the post-consolidation common shares
will be 72765Q882 and the new ISIN number will be CA72765Q8829.
2
No fractional shares will be issued as a result of the share
consolidation. Fractional interests of 0.5 or greater will be rounded up to the
nearest whole number of shares and fractional interests of less than 0.5 will be
rounded down to the nearest whole number of shares, in accordance with the
Business Corporations Act (British Columbia). Registered shareholders of the
Company will receive a letter of transmittal from the Company's transfer agent,
Computershare Investor Services Inc., as soon as practicable after the effective
date of the share consolidation. The letter of transmittal will enable
registered shareholders to exchange their old share certificates representing
pre-consolidation common shares for post-consolidation common shares. Until
surrendered, each share certificate representing pre-consolidation common shares
will represent the number of whole post consolidation common shares to which the
holder is entitled as a result of the consolidation.
Shareholders who hold their common shares in brokerage accounts
or in “street name” are not required to take any action to effect the exchange
of their common shares.
The number of common shares on a post-consolidated basis
underlying the issued and outstanding warrants of the Company, including the
warrants listed and posted for trading on the TSX under the symbol “PTM.WT.U”,
and the exercise price thereof will be adjusted in accordance with the
applicable warrant indenture or warrant certificate. As well, the number of
common shares on a post-consolidated basis that may be issuable upon the
conversion of convertible senior subordinated notes (the “Notes”) originally
issued by the Company on June 30, 2017 and maturing on July 1, 2022 will be
adjusted in accordance with the indenture governing the Notes.
Regulatory Requirements
The listing of the consolidated common shares on the NYSE
American and the TSX is subject to the prior approval of the NYSE American and
the final approval of the TSX, respectively.
Disclosure
The Toronto Stock Exchange and the NYSE American have not
reviewed and do not accept responsibility for the accuracy or adequacy of this
material change report, which has been prepared by management.
This material
change report 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 material change report include statements
about the approval of the TSX and the NYSE American for the trading of the
consolidated common shares, the timing of the expected commencement of trading
of the consolidated common shares on the TSX and NYSE American, the satisfaction
of the minimum share price requirement of the NYSE American, the expected number
of common shares outstanding after the consolidation and the anticipated effect
of the treatment of fractional shares on the percentage ownership in the Company
and proportional voting power. Although the Company believes the forward-looking
statements in this material change report 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, but not limited to, the announcement or
implementation of the share consolidation may adversely affect the market price
of the common shares; the NYSE American may not approve the listing of the
consolidated common shares or may delist the common shares prior to commencement
of trading of the post consolidation shares if the Company cannot satisfy NYSE
American requirements, including minimum share price requirements; the
commencement of trading of the consolidated common shares on either or both of
the TSX and the NYSE American may be delayed; the liquidity and market price of
the common shares and the Company’s ability to raise capital may be adversely affected if the
Company is unable to maintain its listing on the NYSE American; the Company’s
capital requirements may exceed its current expectations and other risk factors
described in the Company’s Form 20-F annual report, annual information form and
other filings with the Securities and Exchange Commission and Canadian
securities regulators, which may be viewed at www.sec.gov and www.sedar.com,
respectively.
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ITEM
6.
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RELIANCE ON SUBSECTION 7.1(2) OR (3) OF
NATIONAL INSTRUMENT 51-
102
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N/A
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ITEM
7.
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OMITTED INFORMATION
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N/A
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ITEM
8.
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EXECUTIVE OFFICER
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The following senior officer of the Issuer is knowledgeable
about the material change and may be contacted by the Commission at the
following telephone number:
Frank Hallam, CFO Phone: (604)
899-5450
November 20, 2018