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:
December 2018
Commission file number:
001-33562
PLATINUM GROUP METALS LTD.
Suite 868 – 1100 Melville Street, Vancouver BC, V6E 4A6,
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: December 13,
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DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY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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838–1100 Melville Street
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Vancouver, BC V6E 4A6
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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. 18-385
December 13, 2018
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Platinum Group Metals Completes Previously
Announced
Share Consolidation
(Vancouver/Johannesburg)
Platinum Group Metals Ltd.
(PTM-TSX; PLG-NYSE American) (“Platinum Group” or the “Company”) today completed
the previously announced consolidation of its common shares on the basis of one
new share for ten old shares (1:10) effective as of 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 Company completed
the consolidation in order to increase the Company’s common share price, for
purposes of the NYSE American’s low selling price requirement.
Details
Each ten (10) common shares issued and outstanding at the
Effective Time has been consolidated into one common share. The share
consolidation affects 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 has been 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 remains unchanged, except for minor
changes and adjustments resulting from the treatment of fractional shares.
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. The letter of transmittal will contain instructions on how registered
shareholders can exchange their old share certificates representing
pre-consolidation common shares for new share certificates representing
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 have been 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 has been
adjusted in accordance with the indenture governing the Notes.
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PLATINUM GROUP METALS LTD.
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…2
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The new CUSIP number for the post-consolidation common shares
is 72765Q882 and the new ISIN number is CA72765Q8829.
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.
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On behalf of the Board of
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Platinum Group Metals Ltd.
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R. Michael Jones
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President & CEO
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For further information contact:
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R. Michael Jones, President & CEO
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or Kris Begic, VP, Corporate Development
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Platinum Group Metals Ltd., Vancouver
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Tel: (604) 899-5450 / Toll Free: (866) 899-5450
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www.platinumgroupmetals.net
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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 statements
about the timing of the expected commencement of trading of the consolidated
common shares on the TSX and NYSE American. 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 implementation
of the share consolidation may adversely affect the market price of the common
shares; 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.
NAME
AND
ADDRESS
OF
COMPANY
PLATINUM GROUP METALS LTD. (the “
Company
” or
“
Platinum Group
”)
838 – 1100 Melville Street Vancouver BC, V6E 4A6
Telephone: (604) 899-5450
ITEM
2.
D
ATE OF
M
ATERIAL
C
HANGE
December 13, 2018
ITEM
3.
NEWS
RELEASE
A news release was disseminated on December 13, 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.
ITEM
4.
SUMMARY
OF
MATERIAL
CHANGE
Platinum Group completed a consolidation of its common shares
on the basis of one new share for ten old shares (1:10) effective as of 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.
ITEM
5.
FULL
DESCRIPTION
OF
MATERIAL
CHANGE
The Company completed the previously announced consolidation of
its common shares on the basis of one new share for ten old shares (1:10)
effective as of 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 Company completed the consolidation in order to increase
the Company’s common share price, for purposes of the NYSE American’s low
selling price requirement.
Details
Each ten (10) common shares issued and outstanding at the
Effective Time has been consolidated into one common share. The share
consolidation affects 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 has been 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 remains unchanged, except for minor
changes and adjustments resulting from the treatment of fractional shares.
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).
2
Registered shareholders of the Company will receive a letter of
transmittal from the Company's transfer agent, Computershare Investor Services
Inc. The letter of transmittal will contain instructions on how registered
shareholders can exchange their old share certificates representing
pre-consolidation common shares for new share certificates representing
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 have been 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 has been
adjusted in accordance with the indenture governing the Notes.
The new CUSIP number for the post-consolidation common shares
is 72765Q882 and the new ISIN number is CA72765Q8829.
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 timing of the expected commencement
of trading of the consolidated common shares on the TSX and NYSE American.
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 implementation of the share consolidation may
adversely affect the market price of the common shares; 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.
3
ITEM
6.
RELIANCE
ON
SUBSECTION
7.1(2)
OR
(3)
OF
NATIONAL
INSTRUMENT
51-102
N/A
ITEM
7.
OMITTED
INFORMATION
N/A
ITEM
8.
EXECUTIVE
OFFICER
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
ITEM
9.
DATE
OF
REPORT
December 13, 2018