Platinum Group Metals Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com
Exhibit 99.2
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Platinum Group Metals Ltd. |
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(Exploration and Development Stage Company)
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Supplementary Information and MD&A |
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For the quarter ended February 28, 2013 |
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This Management’s Discussion and Analysis is
prepared as of April 9, 2013 |
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A copy of this report will be provided to
any shareholder who requests it. |
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
MANAGEMENT DISCUSSION AND ANALYSIS
This management discussion and analysis (“MD&A”) of
Platinum Group Metals Ltd. (“Platinum Group”, the “Company” or
“PTM”) is dated as of April 9, 2013 and focuses on the Company’s
financial condition and results of operations for the quarter ended February 28,
2013 and should be read in conjunction with the Company’s unaudited consolidated
financial statements for the quarter ended February 28, 2013 together with the
notes thereto (the “Financial Statements”).
The Company prepares its financial statements in accordance
with International Financial Reporting Standards (“IFRS”). The Company
adopted IFRS on September 1, 2011 with a transition date of September 1, 2010.
All dollar figures included therein and in the following MD&A are quoted in
Canadian Dollars unless otherwise noted. All references to “U.S. Dollars” or to
“US$” are to United States Dollars. All references to “R” or to “Rand” are to
South African Rand.
PRELIMINARY NOTES
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This MD&A and the documents incorporated by reference
herein contain “forward-looking statements” and “forward-looking information”
within the meaning of applicable US and Canadian securities legislation
(collectively, “Forward-Looking Statements”). All statements, other than
statements of historical fact that address activities, events or developments
that the Company believes, expects or anticipates will, may, could or might
occur in the future are Forward-Looking Statements. The words “expect,”
“anticipate,” “estimate,” “may,” “could,” “might,” “will,” “would,” “should,”
“intend,” “believe,” “target,” “budget,” “plan,” “strategy,” “goals,”
“objectives,” “projection” or the negative of any of these words and similar
expressions are intended to identify Forward-Looking Statements, although these
words may not be present in all Forward-Looking Statements. Forward-Looking
Statements included or incorporated by reference in this MD&A include,
without limitation, statements with respect to:
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revenue, cash flow and cost estimates and assumptions;
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production estimates and assumptions, including production rate, grade per
tonne and smelter recovery;
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project economics;
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future metal prices and exchange rates;
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mineral reserve and mineral resource estimates; and
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production timing.
Forward-Looking Statements reflect the current expectations or
beliefs of the Company based on information currently available to the Company.
Forward-Looking Statements in respect of capital costs, operating costs,
production rate, grade per tonne and smelter recovery are based upon the
estimates in the technical reports described herein and ongoing cost estimation
work, and the Forward-Looking Statements in respect of metal prices and exchange
rates are based upon the three year trailing average prices and the assumptions
contained in such technical reports and ongoing estimates.
Forward-Looking Statements are subject to a number of risks and
uncertainties that may cause the actual events or results to differ materially
from those discussed in the Forward-Looking Statements, and even if events or
results discussed in the Forward-Looking Statements are realized or
substantially realized, there can be no assurance that they will have the
expected consequences to, or effects on, the Company. Factors that could cause
actual results or events to differ materially from current expectations include,
among other things:
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| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
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additional financing requirements;
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history of losses and ability to continue as a going concern;
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no known mineral reserves on most of the Company’s properties and delays
in, or inability to achieve, planned commercial production;
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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;
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fluctuations in the relative values of the Canadian Dollar as compared to
the South African Rand and the United States Dollar;
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metals price volatility;
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difficulty enforcing certain judgments involving United States federal
securities laws;
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the Company’s potential guarantee obligations under the proposed Project
Loan Facility (as defined herein), if consummated;
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delays in the start-up of the Project 1 (defined herein) platinum mine
which could result in a default under the Project Loan Facility, if
consummated;
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the ability of the Company to retain its key management employees;
conflicts of interest;
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any disputes or disagreements with the Company’s joint venture partners;
failure of the Company or such joint venture partners to fund their
obligations;
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certain potential adverse Canadian tax consequences for foreign-controlled
Canadian companies that acquire common shares of the Company;
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the Company’s designation as a “passive foreign investment company” and
potential adverse U.S. federal income tax consequences for U.S. shareholders;
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exploration, development and mining risks and the inherently dangerous
nature of the mining industry, including environmental hazards, industrial
accidents, unusual or unexpected formations, safety stoppages (whether
voluntary or regulatory), pressures, mine collapses, cave ins or flooding and
the risk of inadequate insurance or inability to obtain insurance to cover
these risks and other risks and uncertainties;
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property and mineral title risks including defective title to mineral
claims or property;
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changes in national and local government legislation, taxation, controls,
regulations and political or economic developments in Canada, South Africa or
other countries in which the Company does or may carry out business in the
future;
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equipment shortages and the ability of the Company to acquire the necessary
access rights and infrastructure for its mineral properties;
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environmental regulations and the ability to obtain and maintain necessary
permits, including environmental authorizations;
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the mineral exploration industry is extremely competitive;
3
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
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risks of doing business in South Africa, including but not limited to,
labour, economic and political instability and potential changes to
legislation;
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no expectation of paying dividends, share price volatility, global
financial conditions and dilution due to future issuances of equity
securities; and
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the other risks disclosed under the heading “Risk Factors” in the Company’s
annual information form (“AIF”) dated November 23, 2012 which is
available electronically at www.sedar.com.
These factors should be considered carefully, and investors
should not place undue reliance on the Company’s Forward Looking Statements. In
addition, although the Company has attempted to identify important factors that
could cause actual actions or results to differ materially from those described
in Forward Looking Statements, there may be other factors that cause actions or
results not to be as anticipated, estimated or intended.
The mineral resource and mineral reserve figures referred to in
this MD&A are estimates and no assurances can be given that the indicated
levels of platinum (“Pt”), palladium (“Pd”), rhodium (“Rh”)
and gold (“Au”) (collectively referred to as “4E”) will be
produced. Such estimates are expressions of judgment based on knowledge, mining
experience, analysis of drilling results and industry practices. Valid estimates
made at a given time may significantly change when new information becomes
available. While the Company believes that the mineral resource and mineral
reserve estimates included in this MD&A are well established, by their
nature, mineral resource and mineral reserve estimates are imprecise and depend,
to a certain extent, upon statistical inferences which may ultimately prove
unreliable. Any inaccuracy or future reduction in such estimates could have a
material adverse impact on the Company.
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.
NOTE TO U.S. INVESTORS REGARDING RESOURCE ESTIMATES:
Estimates of mineralization and other technical information
included or incorporated by reference herein has been prepared in accordance
with National Instrument 43 101 – Standards of Disclosure for Mineral
Projects (“NI 43-101”). The definitions of proven and probable
reserves used in NI 43- 101 differ from the definitions in the United States
Securities and Exchange Commission (“SEC”) Industry Guide 7. Under SEC
Industry Guide 7 standards, a “final” or “bankable” feasibility study is
required to report reserves, the three year historical average price is used in
any reserve or cash flow analysis to designate reserves and the primary
environmental analysis or report must be filed with the appropriate governmental
authority. As a result, the reserves reported by the Company in accordance with
NI 43-101 may not qualify as “reserves” under SEC standards. In addition, the
terms “mineral resource”, “measured mineral resource”, “indicated mineral
resource” and “inferred mineral resource” are defined in and required to be
disclosed by NI 43-101; however, these terms are not defined terms under SEC
Industry Guide 7 and normally are not permitted to be used in reports and
registration statements filed with the SEC. Mineral resources that are not
mineral reserves do not have demonstrated economic viability. Investors are
cautioned not to assume that any part or all of the mineral deposits in these
categories will ever be converted into reserves. “Inferred mineral resources”
have a great amount of uncertainty as to their existence, and great uncertainty
as to their economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a higher category.
Under Canadian securities laws, estimates of inferred mineral resources may not
form the basis of feasibility or pre-feasibility studies, except in rare cases.
Additionally, disclosure of “contained ounces” in a resource is permitted
disclosure under Canadian securities laws; however, the SEC normally only
permits issuers to report mineralization that does not constitute “reserves” by
SEC standards as in place tonnage and grade without reference to unit
measurements. Accordingly, information contained in this MD&A and the
documents incorporated by reference herein containing descriptions of the
Company’s mineral deposits may not be comparable to similar information made
public by U.S. companies subject to the reporting and disclosure
requirements of United States federal securities laws and the rules and
regulations thereunder.
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| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
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TECHNICAL AND SCIENTIFIC INFORMATION:
The technical and scientific information contained in this
MD&A has been reviewed and approved by R. Michael Jones, P.Eng, President
and Chief Executive Officer and a director of the Company. Mr. Jones is a
non-independent “qualified person” as defined in NI 43-101 (a “Qualified
Person”).
1. DESCRIPTION OF BUSINESS
Platinum Group Metals Ltd. is a British Columbia company
amalgamated on February 18, 2002 pursuant to an order of the Supreme Court of
British Columbia approving an amalgamation between Platinum Group Metals Ltd.
and New Millennium Metals Corporation. The Company is a platinum-focused
exploration and development company conducting work primarily on mineral
properties it has staked or acquired by way of option agreements in the Republic
of South Africa and in Canada.
The WBJV Project 1 platinum mine (“Project 1”) is
operated by the Company on an “owner managed-contractor” basis. As at February
28, 2013, the Company’s complement of managers, staff and consultants in Canada
consisted of approximately 14 individuals and the Company’s complement of
managers, staff, consultants and casual workers in South Africa consisted of
approximately 40 individuals. A further seven individuals have been appointed as
the owner’s team for Project 1.
As at February 28, 2013, underground mining contractor JIC
Mining Services (“JIC”) had assigned approximately 151 people to the project. At
February 28, 2013, civil contractors had approximately 118 people working on
site at Project 1 assigned to construction of the South Box Cut, an ESKOM
substation on site and perimeter security fencing. Of the approximately 316
people on site in South Africa at February 28, 2013, approximately 40% were
people from the local communities surrounding Project 1. In addition to the
current complement of people working on site, engineering, procurement,
construction and management (“EPCM”) contractor DRA Mining Pty Ltd. (“DRA”)
completed its initial engagement with the Company for Phase 1 in mid-2012. DRA
has now been engaged as EPCM contractor for commencement of Phase 2 including
mill construction and has assembled an appropriate team of engineers and
construction managers who have commenced work on Phase 2.
General office space and support services in Canada and South
Africa are unchanged in the quarter. In addition to its existing general office
space, the Company utilizes facilities at the Company-owned Sundown Ranch
property for mine site administration, site induction and staff services. The
Company also uses a secure compound and core storage facility at the
Company-owned Elandsfontein Farm, adjacent to Project 1. An information
technology and communication upgrade which began in mid-2011 to enhance the
efficiency of data transmission within the Company is now complete, however the
system will require ongoing revisions and updates as the Company continues to
expand the facilities at the Project 1 site.
New Personnel
The Company is following a plan and strategy with regard to the
hiring of new personnel as the Company’s business grows. During the period the
Company hired a senior cost engineer and a cost accountant, both of whom have
commenced their employment in South Africa. Subsequent to the end of the period
several new team members are also joining the Company in South Africa.
Mr. Phumudzo Arkwright Mangaka commenced employment with the
Company on March 15, 2013 as Safety Health and Environment (SHE) Manager.
Arkwright comes to us from African Rainbow Minerals (“ARM”) where he was in
charge of SHE Services. He has extensive experience in Health and Safety roles
beginning with the DMR, where he was involved on a senior level with the
drafting of the Occupational Hygiene portion of the Mines Health and Safety Act.
He has further experience and many accomplishments in safety roles with IRCA,
Exxaro Coal, Jindal Mining and ARM.
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| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
The Company has hired Ms. Baiphapi Sethaelo as Social and Labor
Plan (“SLP”) Coordination & Execution Manager commencing April 1, 2013.
Baiphapi has several years of industry experience, most recently with BHP
Billiton where she was employed until March 31, 2013 in a similar role.
Mr. Schalk Engelbrecht, MBA, B.Com; Accounting has been hired
as financial manager commencing May 1, 2013. Schalk has achieved a six sigma
black belt designation at Lonmin where he is currently a senior person in the
Financial Management of the Marikana Mining Division. Schalk has over ten years
senior experience at Lonmin.
2. PROPERTIES
Under IFRS, the Company defers all acquisition, exploration and
development costs related to mineral properties. The recoverability of these
amounts is dependent upon the existence of economically recoverable mineral
reserves, the ability of the Company to obtain the necessary financing to
complete the development of the property, and any future profitable production;
or alternatively upon the Company’s ability to dispose of its interests on an
advantageous basis.
The Company evaluates the carrying value of its property
interests on a regular basis. Any properties management deems to be impaired are
written down to their estimated net recoverable amount or written off. For more
information on mineral properties, see below and Notes 5 and 6 of the Company’s
Financial Statements.
South African Properties
The Company conducts its South African exploration and
development work through its wholly-owned direct subsidiary Platinum Group
Metals RSA (Pty.) Ltd. (“PTM RSA”). Development of Project 1 is conducted
through Maseve Investments 11 (Pty.) Ltd. (“Maseve”), a company owned 74%
by PTM RSA and 26% by Africa Wide Mineral Prospecting and Exploration (Pty)
Limited (“Africa Wide”), which is in turn owned 100% by Johannesburg
Stock Exchange listed Wesizwe Platinum Limited (“Wesizwe”).
Projects 1 and 3 – Operations in the Period
The Company considers safety at Project 1 to be its first
priority. It is with regret that the Company reports that Moshiko Molepo, an
employee of a surface earth works contractor, was involved in an incident on
surface at the WBJV Project 1 (Maseve) mine site on February 13, 2013 and
subsequently died while under medical care. Our deepest condolences are passed
on to Moshiko’s family, friends and co-workers.
The relevant authorities were contacted immediately after the
above incident. Surface work by the contractor was stopped immediately pending
investigation. Later, on February 14, 2013 a Notice under Section 54 of the Mine
Health and Safety Act (1996) required the Company to stop all operations on site
pending compliance with various instructions in the notice and until upliftment
of the notice by the principal inspector of mines. The Section 54 Notice was
uplifted on March 5, 2013 and the Company resumed mine building operations and
underground development with diligent attention to the instructions from
Inspectors of the Department of Mineral Resources of the Government of South
Africa (“DMR”). A thorough investigation of the incident is continuing with the
objectives of finding all of the causes and improving safety going forward.
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| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
During the quarter ended February 28, 2013, the Company
incurred $19.14 million in development costs for Project 1. During the quarter
ended February 28, 2013, the Company did not incur any costs on Project 3,
located adjacent to the north of Project 1. In the prior year comparative
period, total Project 1 and Project 3 expenditures amounted to $17.99 million.
At February 28, 2013, the Company carries total deferred development costs
related to Project 1 of $153.34 million and another $3.55 million related to
Project 3. Wesizwe’s non-controlling 26% interest in Maseve is recorded at
$43.09 million as of February 28, 2013.
The Phase 1 development program was budgeted at approximately
US$100 million, of which the Company will contribute US$74 million and US$26
million is being drawn down from the Escrowed Maseve Funds (defined below) held
for Wesizwe’s share of costs. Phase 1 is now nearing completion. At present,
Phase 1 of Project 1 is approximately 12 weeks behind original schedule at its
commencement, but remains substantially on budget based on work completed versus
planned work for money spent. Schedule delays occurred as a result of the time
taken to obtain permits and sub-optimal civil contractor performance early in
Phase 1 related to electrical procurement, construction of sumps and high wall
steel work installation. These delays caused difficulty in the scheduling of
duties and handover between civil and underground contractors. Initial
underground mining cycle times and face advance were less than planned as well,
a situation which was later rectified. During the Section 54 Notice period
described above the mine site was shut down for a further 20 days.
The Merensky Reef was intercepted in the North declines on
March 28, 2013 within 10 metres of where it was projected to be in the mine
geological model. This represents a major milestone for both shareholders and
the PTM team. After many years of hard work to reach this point in the
development of Project 1 it’s very satisfying to “stand” in the ore body. A
stock pile of Merensky Reef ore has been started on surface.
As at the date of this MD&A, Phase 1 decline development is
nearly complete. The North decline box cut excavation brings the working area
down an access ramp from surface for 128m linear and 20m vertical to where the
North declines enter the underground. From the portal entrance or “collar” the
declines are now approximately 1,100m linear and approximately 192m vertical
into the underground. Ground conditions in the underground development that is
above the ore body for approximately 1,100 meters are as expected. Twelve cross
cuts of 10 metres in length have also been completed between the declines, and
another is in progress. Ten re-muck bays have been installed and sumps, ground
support and steel sets have been installed at the collar.
After a training and ramp-up period from May 2012 to June 2012,
crews regularly achieve rates of face advance in each of the two North headings
at more than the planned 100m per month as described in the technical report
entitled “Updated Technical Report (Updated Feasibility Study Western Bushveld
Joint Venture Project 1 (Elandsfontein and Frischgewaagd)” dated November 20,
2009 with an effective date of October 8, 2009 prepared by Gordon I. Cunningham,
Charles J. Muller, Timothy V. Spindler and Byron Stewart (the “2009
UFS”).
During the year ending August 31, 2012, geo-technical drilling
and survey work was completed at the planned site of the twin southern declines.
A tender process was completed and the Company awarded a contract for earthworks
and civil construction at the South decline site. This work commenced after a
mining right for Project 1 was granted in April 2012 (the “Mining
Right”). As of the date of this MD&A, the South box cut is complete and
the Phase 2 turn under into underground mining has commenced. The South decline
box cut was added to the Phase 1 approved scope for construction and was funded
out of capital savings and deferrals from the Phase 1 budget. The South decline
Phase 2 development is behind the original schedule and mine planning and value
engineering is underway for ways to bring this development back on to schedule
or to access more tonnes than originally planned from the North declines.
Since late 2012 the Company and DRA have been working on design
work and preparations for the Phase 2 construction of milling, concentrating and
tailings facilities. Tenders for major mill components have been adjudicated and
orders have now been placed. Phase 2 construction at Project 1 commenced in
early January 2013 and earth works and laydown areas for mill and
concentrator facilities are now under construction.
7
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Ancillary servicing for the North decline site, including
buildings, piping, cabling, fencing and security, has been completed. A
construction supply of 1.5 megavolt ampere (“MVA”) was installed to the
property in 2012. Power lines and a sub-station at commercial scale have been
installed and preparations for delivery of a 10 MVA supply are nearly complete.
Transformers and switch gear for the 10 MVA supply have been delivered and are
being installed. Commissioning of this 10 MVA service is expected in mid-2013. A
10 MVA supply is sufficient for initial underground development, plant
commissioning and early operations into 2015. Under the agreement with Eskom a
further 30 MVA is scheduled for delivery to the mine site in late 2014. The
Company has paid deposits to South African power utility company ESKOM
(“ESKOM”) of R51.71 million (approximately $5.92 million at February 28,
2013) of R142.22 million in estimated costs (approximately $16.29 million at
February 28, 2013) for ESKOM’s work in designing infrastructure for the delivery
of construction power and commercial production power to the property.
Electrical generating capacity has been overwhelmed by demand
in recent years in South Africa, but additional capacity is currently under
construction and is expected to meet requirements for the foreseeable future.
See “Risk Factors”. Eskom has given notice to Maseve in March 2013 that it will
be unable to install the planned 132KVA power infrastructure for delivery of a
further 30MVA service to Project 1 as scheduled in late 2014. The full 40Mva
service is not required until 2016 and beyond in the current mine plan. Eskom’s
engineers and the Company are evaluating alternatives to use an existing 88KVA
regional infrastructure to provide the mine site with power as needed during
ramp -up.
In October 2012, Eskom announced that it would apply to the
National Energy Regulator of South Africa for permission to raise tariffs by 16%
per annum from 2013 to 2018. During the recent quarter the Regulator approved an
8% annual increase for the next five years. This escalation is within the
general sensitivities for total costs as considered in the 2009 UFS. Increased
power costs will affect all producers of platinum in South Africa.
At full capacity the Project 1 mine is estimated to require a
maximum water supply of 6 megalitres/day (“ML/day”). In 2011, Maseve
entered into an agreement with regional water supplier Magalies Water
(“Magalies”) for a temporary 0.5 ML/day water supply. The construction of
a water pipeline to site was completed in 2012 and the temporary water supply is
now in service. On site water management infrastructure was built at a scale
suitable for full scale production for Project 1. An agreement between Maseve
and Magalies for a permanent water supply of 6 ML/day was executed in late
November 2012 and full scale service is expected to begin when required in late
2013 or in 2014. Magalies currently has existing capacity to supply Project 1,
but will need to complete new regional infrastructure to meet expected mine and
municipal demand in the future.
On September 5, 2012, Maseve received notice from Rustenburg
Platinum Mines Ltd. (“RPM”) regarding RPM’s exercise of its 60-day right of
first refusal to enter into an agreement with Maseve on terms equivalent to
indicative terms agreed to by Maseve with another commercial off-taker for the
sale of concentrate produced from Project 1 and Project 3. Formal legal
agreements are in the process of being drafted based on indicative terms that
are not materially different than those modeled in the 2009 UFS; however, no
assurances can be provided that the agreements will be finalized on such terms
or at all. In the event these legal agreements are not completed, the Company
will re-engage with the parties that previously proposed indicative terms or
otherwise expressed interest to purchase the concentrate.
Project 1- Financial Overview
The Company completed a definitive feasibility study in July
2008 (“2008 FS”) and the 2009 UFS in October 2009 for Project 1, which
was at that time a portion of the Western Bushveld Joint Venture (“WBJV”)
in South Africa. Included in each study is a declaration of four element or “4E”
reserve ounces of combined platinum, palladium, rhodium and gold at the time of
publication.
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| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
The base case for the 2009 UFS was modeled using 3 year
trailing metal prices at September 2009, including US$1,343 per ounce platinum,
an exchange rate of R8 to the U.S. Dollar.
The Company completed an equity financing in October 2010 and a
portion of the proceeds was used to initiate a US$100 million Phase 1
development and bulk sample program at Project 1, which also included surface
and earth works.
In April 2012, the Company completed a revised cost budget
estimate based on post-2009 UFS work for inclusion in a financial model for the
Lenders (as defined herein). The Company referred to industry sources and
Qualified Persons for updated cost information and also applied experience
gained during procurement and construction under the Phase 1 development program
currently underway. The revised peak funding estimate, which is calculated in
Rand, was published in April 2012 and includes both Phase 1 and Phase 2 in their
entirety. The revised estimate was approximately US$506 million (at R8 to the
US$) for the construction and commissioning of Project 1, representing an
escalation of approximately 14% since the 2009 UFS. Operating costs per tonne
were estimated to have escalated approximately 24% since the 2009 UFS. These
operating cost escalation estimates are in keeping with inflation rates and
industry experience in South Africa since 2009. The general mine plan is
substantially unchanged from the 2009 UFS with a steady state production rate of
275,000 4E platinum, palladium, rhodium and gold and a focus on early Merensky
ore. Favourable exchange rate changes and increased metal prices may off-set
some or all of the cost escalations that have occurred since 2009.
The Company intends to apply up to $159,965,000 of the net
proceeds of the equity offering that closed on January 4, 2013 towards the
Company's 74% share of Phase 2 development costs at Project 1. See “Liquidity
and Capital Resources” and “Subsequent Events”.
Project 1- Senior Loan Facility
On August 1, 2011, the Company entered into an agreement
mandating a syndicate of banks to arrange for a US$260 million project finance
loan to Maseve for the development of Phase 2 of Project 1 (the “Project Loan
Facility”). Societe Generale, a major European bank and financial services
company, later joined the group of lead arrangers consisting of Barclays Bank
plc, together with its affiliate Absa Capital, The Standard Bank of South Africa
Limited and Caterpillar Financial SARL (together, the “Lenders”). The
Lenders have a global presence and direct platinum industry experience and the
syndicate includes two of South Africa’s major banks.
The completion of technical, financial and legal due diligence
by the Lenders was announced by the Company on October 12, 2012. Credit
committee approval by the Lenders was announced on December 6, 2012.
Finalization of definitive documentation is now underway. The execution of final
loan documentation will be subject to certain conditions precedent, including,
among other things, the Company securing additional equity funding, the
execution of a concentrate off take agreement, the acquisition and maintenance
of all requisite permits and licences, the establishment of an agreed metals
hedging program and the completion of loan documentation.
A condition precedent to draw down on the Project Loan Facility
will be a requirement for the completion of the US$100 million Phase 1 program,
followed by the Company and Wesizwe investing Maseve’s share of forward project
peak funding (referred to herein as “required additional equity”) on
Project 1. Of the expected required additional equity amount, the Company must
provide 74%, while Wesizwe will be responsible for 26%.
The Lenders will require a cost overrun account funded by the
Company and Wesizwe for Project 1 of between US$50 million and US$100 million,
of which the Company will be responsible for 74%. The final size of the cost
overrun facility will be determined in mid-2013 as Phase 1 nears completion and
detailed design and EPCM work is completed.
9
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
The Company will be required to guarantee the obligations of
Maseve by a pledge of its 74% interest in the capital of Maseve. Wesizwe will
likewise be required to provide a guarantee by way of a pledge for its 26%
holding in Maseve. See “Risk Factors”.
There is no certainty that the Project Loan Facility will reach
financial close or that drawdown on the Project Loan Facility will occur.
Failure by the Company to satisfy one or more conditions precedent, or an
adverse material change or event, could result in the Project Loan Facility not
being consummated, or if consummated, later terminated in accordance with the
proposed terms thereof. In the event the Project Loan Facility is consummated,
the Project Loan Facility is expected to have a maximum available term expiring
on August 31, 2020.
In addition to an arrangement fee and a commitment fee,
interest is expected to be payable on the balance of the Project Loan Facility
withdrawn at a rate of LIBOR plus 5.0% pre completion, LIBOR plus 4.75% for two
years post completion and LIBOR plus 5.25% from two years post completion until
maturity.
Labour in South Africa
There has recently been significant labour unrest and demands
for higher wages by certain labour groups across the gold and platinum mining
industries in South Africa. Illegal or “unprotected” strikes have occurred at
several mines since the beginning of August 2012. In limited cases, wage
increases have been agreed to by the management of some mining companies. To
date, the Company has seen no adverse labour action on its site at the Project 1
mine.
The Company has worked closely with local communities and human
resource specialists Requisite Business Solutions for several years in order to
create a database of local persons interested in work at the Project 1 mine,
including their skill and experience details. The Company has set a minimum
target of 30% local employment for the mine, including persons under the employ
of contractors. At present approximately 40% of the onsite workforce is
comprised of local persons from the surrounding communities.
The primary union at Project 1 representing the workers of
underground mining contractor JIC is the National Union of Mineworkers
(“NUM”). The Company maintains an active dialogue with JIC, NUM and its
own employees. Should higher salaries and wages occur across the industry, the
Company will likely be required to comply with higher pay bands, and an increase
in labour costs, and therefore operating costs, could occur. See “Risk
Factors”.
Project 1 - Mineral Resources and Reserves
The Company provided a statement of mineral reserves for
Project 1 in the 2009 UFS and an updated statement of mineral resources for
Project 1 in a NI 43 101 technical report dated November 20, 2009 entitled “An
Independent Technical Report on Project Areas 1 and 1A of the Western Bushveld
Joint Venture (WBJV) Located on the Western Limb of the Bushveld Igneous
Complex, South Africa” (the “Project 1 Report”). An updated NI 43 101
technical report dated August 31, 2010 entitled “Technical Report on Project 3
Resource Cut Estimation of the Western Bushveld Joint Venture (WBJV) Located on
the Western Limb of the Bushveld Igneous Complex, South Africa” (the “Project
3 Report”) was later filed with respect to Project 3. Project 1 hosts an
estimated 2.801 million measured four element or “4E” ounces of platinum,
palladium, rhodium and gold (14.067 million tonnes @ 6.19 grams/tonne
(“g/t”), 5.361 million indicated 4E ounces (30.392 million tonnes @ 5.49
g/t) and 0.047 million inferred 4E ounces (0.176 million tonnes @ 8.33 g/t).
Project 3 hosts an estimated 1.939 million indicated 4E ounces (11.104 million
tonnes @ 5.43 g/t) and 0.076 million inferred 4E ounces (0.443 million tonnes @
1.47 g/t). Of the mineral resources stated above for Project 1, there are 1.756
million 4E ounces (11.764 million tonnes @ 4.64) categorized as proven mineral
reserves and 2.91 million 4E ounces (19.782 million tonnes @ 4.57 g/t)
categorized as probable mineral reserves. Mineral reserves and mineral resources
reported above are from combined Merensky and UG2 reef tonnes. The Company holds
a 74% interest in the 4E ounces attributable to Project 1 and Project 3 as
described above. New geo statistical information and ongoing mine design
parameters resulting from recent infill borehole data, combined with modified
modeling, mine construction steps and scheduling now completed, have not
resulted in a material change to the reported mineral reserves and resources for
Project 1.
10
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Additional information regarding grades, prill splits, sampling
and reserve and resource calculations can be found in the technical reports
described above as filed on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
Mineral reserves are a sub-set of measured and indicated
mineral resources included in the UFS and take into account mining factors and
are not in addition to the mineral resources.
Cautionary Note to U.S. Investors with respect to the
information above: The Company uses the terms “measured resources,”
“indicated resources,” and “inferred resources,” which are recognized and
required by Canadian regulations but not recognized by the SEC. “Resources” are
not “reserves” and so do not have demonstrated economic viability. Inferred
resources have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. Furthermore, under
Canadian rules, estimates of inferred resources may not form the basis of
feasibility or pre-feasibility studies, except in rare cases. Investors are
cautioned not to assume that measured and indicated mineral resources will ever
be converted into reserves or that part or all of an inferred resource exists or
is economically or legally minable. In the following tables, the Company also
presents proven and probable reserves calculated under NI 43-101, which differs
from the standards of SEC Industry Guide 7. In addition, while disclosure of
contained ounces in a resource is permitted disclosure under Canadian securities
laws, the SEC normally only permits issuers to report mineralization that does
not constitute “reserves” by SEC standards as in place tonnage and grade without
reference to unit measurements. Accordingly, the disclosure below may differ
materially from the reserve estimates and other disclosures that would be
provided by a U.S. public company.
Project 1 - History of Acquisition
On October 26, 2004, the Company entered into a joint venture
agreement (the “WBJV Agreement”) forming the WBJV among the Company (37%
interest held through PTM RSA), Anglo American Platinum Limited (“Anglo”)
(37% interest held through its subsidiary RPM), and Africa Wide (26% interest
held directly) in relation to a platinum exploration and development project on
combined mineral rights covering approximately 67km2 on the Western
Bushveld Complex of South Africa. The WBJV was divided into three distinct
project areas, namely Projects 1, 2 and 3. In April 2007, Anglo contributed an
additional 5km2 area of prospecting rights into the WBJV. Africa Wide
was subsequently acquired by Wesizwe, a Johannesburg Stock Exchange-listed
company, in September 2007.
On December 8, 2008, the Company entered into certain
agreements to consolidate and rationalize the ownership of the WBJV (the
“Consolidation Transaction”). On April 22, 2010, the Consolidation
Transaction was completed and the WBJV was dissolved. As a result Wesizwe
retained 100% of Project 2 and Maseve obtained 100% of Projects 1 and 3. The
combined area covered by the mineral rights for Projects 1 and 3 held through
Maseve comprises approximately 47km2 of the original
72km2.
The Company also received a 37% interest in Maseve in exchange
for its share of Projects 1 and 3. Wesizwe received a 45.25% initial interest in
Maseve in exchange for the mineral rights it transferred to Maseve. In exchange
for rescinding its 18.5% of Project 2 to Wesizwe, the Company received an
additional 17.75% interest in Maseve, bringing its holdings in Maseve to 54.75%
..
Through the Consolidation Transaction the Company acquired the
Maseve Subscription Right entitling it to subscribe for a further 19.25%
interest in Maseve, from treasury, in exchange for a subscription amount of
R408.81 million. On January 14, 2011, the Company exercised the Maseve
Subscription Right in the amount of R408.81 million (approximately $59 million
at the time), thereby increasing its effective shareholding in Maseve to 74%.
The subscription funds were placed in escrow for application towards Wesizwe’s
26% share of expenditures for Projects 1 and 3 (the “Escrowed Maseve
Funds”). As of February 28, 2013 approximately R228.65 million ($26.2
million) of the Escrowed Maseve Funds, including earned interest, remained in
escrow.
11
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Under the terms of the Consolidation Transaction agreements,
RPM held a 60-day right of first refusal on the sale of ore or concentrate
produced from Project 1, Project 2 and Project 3. On September 5, 2012, Maseve
received notice from RPM regarding RPM’s exercise of its right of first refusal
to enter into an agreement with Maseve on terms equivalent to terms agreed to by
Maseve with another commercial off-taker for the planned sale of concentrate
produced from Project 1.
Waterberg Joint Venture, South Africa
PTM RSA applied for a prospecting right for the Waterberg JV
area in 2009 and in September 2009 the DMR granted PTM RSA a prospecting right
for the requested area. Later in October 2009, PTM RSA entered into an agreement
(the “JOGMEC Agreement”) with JOGMEC and Mnombo Wethu Consultants (Pty)
Limited (“Mnombo”) whereby JOGMEC could earn up to a 37% participating
interest in the project for an optional work commitment of US$3.2 million over
four years, while at the same time Mnombo could earn a 26% participating
interest in exchange for matching JOGMEC’s expenditures on a 26/74 basis
(US$1.12 million). See further details at “History of Acquisition”
below.
Activities in the quarter ended February 28,
2013
Drilling on the Waterberg Joint Venture project area
(“Waterberg JV”) has resulted in the inferred mineral resources discussed
below. Drilling is underway at the present time with fifteen machines operating
on a roughly 250 metre grid, with several machines on 500 metre or greater step
outs.
In April 2012, JOGMEC completed a US$3.2 million earn in
requirement to earn a 37% interest in the Waterberg Joint Venture. Following
JOGMEC’s earn-in the Company funded Mnombo’s 26% share of costs for US$1.12
million and the earn-in phase of the joint venture ended in May, 2012. An
approved post earn-in 2012 budget for the joint venture was set at US$8.37
million. To February 28, 2013 approximately US$7.33 million of this budget has
been expended. In February 2013 the joint venture partners increased the post
earn-in budget to US$13.0 million with a plan to review results and set a
further 2013 budget midyear. To March of 2013 approximately US$11.30 million of
the post earn-in budget has been spent on the project. The Company has funded
the Company’s and Mnombo’s 63% share of this work for a cost of US$7.12 million
with the remaining US$4.18 million funded by JOGMEC.
On September 4, 2012 the Company announced an initial mineral
resource for the Waterberg property. The details are contained In the technical
report entitled “Updated Exploration Results and Mineral Resource Estimate for
the Waterberg Platinum Project, South Africa” located on the Northern Limb of
the Bushveld Complex, with an effective date of November 5, 2012, prepared by
Kenneth Lomberg (the “Waterberg Report”). In the report the independent
Qualified Person recommends a forward budget in the amount of $10.0 million,
which the Company is undertaking with the joint venture partners by increasing
the 2012 post earn-in budget by US$4.63 million with a further US$5.37 million
to follow in mid-2013. The Company will be responsible for a combined 63% share
of this budget.
On February 1, 2013 the Company announced an updated inferred
mineral resource estimate on the Waterberg Joint Venture property. On March 18,
2013 the Company filed the associated National Instrument 43-101 technical
report. The report, entitled “Revised and Updated Mineral Resource Estimate for
the Waterberg Platinum Project, South Africa (Latitude 23° 22' 01”S, Longitude
28° 49' 42”E)” is dated effective February 1, 2013 and was prepared by Kenneth
Lomberg, B.Sc. (Hons) Geology, B. Com., M. Eng. Pr.Sci.Nat., MGSSA, of Coffey
Mining (SA) Pty Ltd. supporting the disclosure of the updated inferred mineral
resource estimate.
Waterberg - Mineral Resources
Based on exploration and drilling results to end of January,
2013, an updated inferred Mineral resource estimate containing 10.12 million
ounce of platinum, palladium and gold (“3E”) for the T- and F-layer
mineralization on the property Ketting 368LR within the Waterberg JV area was
announced by the Company on February 1, 2013. The mineral resource estimate
considers the first 40 holes drilled on the project area, with deflections, for
a total of 207 intercepts completed. Since that time approximately another 30 holes, with deflections, have been completed or are
in progress with 15 drill rigs in operation as at the date of this MD&A.
12
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
The updated inferred mineral resource estimate covers the first
2.8km of T-layer and 5.4km of F-layer strike length starting from the southern
boundary of the property position. The F mineralized layers have now been
intercepted in boreholes up to 0.75km up-dip to the east of the updated mineral
resource area.
The inferred mineral resource estimate includes two “T” and two
“F” mineralized layers. The most important layers are the 4.1 meter thick “T2”
and 5.5 meter thick “FP” layers. The T layers are very well correlated in terms
of geochemical markers and lithology and have a characteristic metal split of
approximately 50% Palladium, 29% Platinum and 21% Gold. The F layers are
approximately 5.2 metres thick on average, having an approximate metal split of
65% Palladium and 31% Platinum and 4% Gold.
The “T” layers have been intercepted from 124m below surface to
1,375m deep. For the updated inferred mineral resource estimate, the “T” and the
“F” layers have been modeled to a maximum depth of 1,000m below surface depth.
The “T” layers appear to truncate up-dip at 124m deep as they meet the overlying
Waterberg sediments, while the “F” layers are intersected at approximately 250m
below surface in drilling to date.
The four main mineralized layers for which an inferred mineral
resource estimate is declared are presented below (as at February 1, 2013):
Layer |
Stratigraphic
Thickness
(m) |
Tonnage
(Mt) |
Pt
(g/t)
|
Pd
(g/t)
|
Au
(g/t)
|
2PGE+Au
(g/t) |
Pt:Pd:Au |
2PGE+
Au
(koz) |
Cu
(%)
|
Ni
(%)
|
| T1 |
2.58 |
4.33 |
0.91 |
1.37 |
0.52 |
2.80 |
32:49:19 |
390 |
0.21 |
0.11 |
| T2 |
4.08 |
25.46 |
1.07 |
1.87 |
0.78 |
3.72 |
29:50:21 |
3,045 |
0.17 |
0.09 |
| T Total |
3.76 |
29.78 |
1.05 |
1.79 |
0.75 |
3.59 |
29:50:21 |
3,435 |
0.18 |
0.09 |
| FH |
4.02 |
7.19 |
1.09 |
2.37 |
0.20 |
3.66 |
30:65:6 |
847 |
0.10 |
0.22 |
| FP |
5.46 |
55.95 |
1.01 |
2.10 |
0.14 |
3.25 |
31:65:4 |
5,838 |
0.06 |
0.16 |
| F Total |
5.24 |
63.15 |
1.02 |
2.13 |
0.15 |
3.29 |
31:65:4 |
6,685 |
0.06 |
0.17 |
Total
Project |
4.63 |
92.93 |
1.03 |
2.02 |
0.34 |
3.39 |
30:60:10 |
10,120 |
|
|
| Notes: |
|
(1) |
The Qualified Person for the information in the table
above, derived from the Waterberg Report, is Kenneth Lomberg, who was
independent of the Company as of the date of the Waterberg Report.
|
|
(2) |
Mineral resources which are not mineral reserves do not
have demonstrated economic viability. The estimate of mineral resources
may be materially affected be environmental, permitting, legal, marketing
or other relevant issues. The quantity and grade of reported inferred
mineral resources in this estimate are conceptual in nature. There is no
guarantee that all or any part of the mineral resource will be converted
to a mineral reserve. |
Cautionary Note to U.S. Investors with respect to the
information in the tables above and discussion: In the preceding tables, the
Company presents “inferred resources,” which are recognized and required by
Canadian regulations but not recognized by the SEC. “Resources” are not
“reserves” and so do not have demonstrated economic viability. Inferred
resources have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. Furthermore, under
Canadian rules, estimates of inferred resources may not form the basis of
feasibility or pre-feasibility studies, except in rare cases. Investors are
cautioned not to assume that part or all of an inferred resource exists or is
economically or legally minable. In addition, while disclosure of contained
ounces in a resource is permitted disclosure under Canadian securities laws, the
SEC normally only permits issuers to report mineralization that does not
constitute “reserves” by SEC standards as in place tonnage and grade without references to unit measurements. Accordingly, the disclosure
below may differ materially from the disclosure that would be provided by a U.S.
public company.
13
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Aggregating the “T” and “F” layers, the deposit outlined and
declared so far is estimated to contain the following inferred mineral
resources: 6.040 million ounces of palladium; 3.071 million ounces of platinum;
and 1.009 million ounces of gold.
In order to be considered as a mineral resource estimate, it is
necessary to consider “the reasonable prospects for economic extraction” of the
mineral resource under consideration. For the Waterberg JV, a high level
economic analysis was conducted which confirmed that the estimated mineral
resource at Waterberg met this requirement.
The “T1”, “T2” and both “F” layers average three to six metres
in thickness, as compared to the classic MR and UG2 Chromitite Layer which are
traditionally mined with average thicknesses of approximately 1 to 1.4m each.
The grade-thickness on the “F” layers is increasing as exploration progresses to
the north.
On December 3, 2012 the Company announced additional new drill
intercepts further confirming the continuity of the Waterberg Inferred Resources
area and the continuity of the “T” and “F” mineralized layers. Results included
a T layer intercept of 10.5 meters grading 15.46 grams per tonne (“g/t”)
platinum, palladium plus gold (“2E+Au”) and an F layer intercept of 6 meters
grading 4.52 g/t 2E+Au.
On February 4, 2013 the company announced that the F Layers had
been intercepted in post updated resource drilling up to 750 m east of the
updated resource area to a shallowest depth of 280m.
The Waterberg discovery has a current strike length totaling
5.4 kilometers and remains open along strike and up-dip. All layers remain open
to depth beyond the resource model.
History of Acquisition
Under the terms of the JOGMEC Agreement any mineral products
derived by the joint venture from the property are to be taken by each
participant in proportion to its then participating interest in the joint
venture. Provided JOGMEC or its nominee holds at least a 30% interest in the
joint venture, JOGMEC or its nominee has the exclusive right to direct the
marketing of the mineral products of the other participants for a 10-year period
from first commercial production on an equivalent to commercially competitive
arm’s length basis and has the first right of refusal to purchase at prevailing
market prices any mineral products taken by another participant as its share of
joint venture output.
On November 7, 2011, the Company entered into an agreement with
Mnombo whereby the Company acquired 49.9% of the issued and outstanding shares
of Mnombo from its shareholders in exchange for cash payments totaling R1.2
million and agreeing to pay for Mnombo’s 26% share of project costs to
feasibility (bringing the Company’s share of project costs to 63%). When
combined with the Company’s 37% direct interest in the Waterberg JV (taking into
consideration the JOGMEC earn-in), the 12.974% indirect interest held by the
Company through Mnombo brings the Company’s effective interest in the Waterberg
JV to 49.974% . Mnombo remains over 50% held for the benefit of historically
disadvantaged South African (“HDSA”) individuals, as defined by the
Mineral and Petroleum Resources Development Act, 28 of 2002
(“MPRDA”) and the Broad-Based Black Economic Empowerment Act,
2003 (the “BEE Act”), and is a qualified black economic empowerment
(“BEE”) corporation under the BEE Act.
During 2012 the Company made application to the DMR to acquire
three additional prospecting rights adjacent to the West (one farm for 39.38km
2), North (one farm for 62.72km 2) and East (one farm for
16.08km 2) of the existing Waterberg JV area. The 16.08km 2
farm to the East was granted in January 2013. During February and March of
2013 the Company received letters from the DMR advising that the remaining
102.1km 2 of prospecting permit applications within the Waterberg
Joint Venture area have been accepted. Formal grant is now subject to the
completion and filing of appropriate environmental management plans and the
Company conducting consultation with communities. These three new prospecting rights cover a total area of
118km2, bringing the total area in the joint venture with
JOGMEC and Mnombo to 255km2.
14
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Waterberg Extension Licenses
During early 2012 the Company applied to the DMR for further
prospecting rights totaling 665.39km 2 adjacent to the North
and East of the existing and applied for joint venture area. This 665.39km
2 area of new prospecting rights (known as the Waterberg
Extension) is not included in the existing joint venture with JOGMEC. The
Company holds a direct 74% interest and Mnombo holds a 26% interest in this new
area, leaving the Company with an 86.974% effective interest. The Company
currently owns no surface rights in the Waterberg area.
During February and March of 2013 the Company received letters
from the DMR advising the Company that the prospecting right applications
comprising the Waterberg Extension have been accepted. Formal grant is now
subject to the completion and filing of appropriate environmental management
plans and community consultation. These requirements are underway and are normal
in the grant of license process. Upon final approval of these filings the
licenses will be granted and the Company will be able to conduct step-out
drilling northerly along the projected strike extension of the known Waterberg
deposit area.
In late March and early April 2013 the Company conducted a
Fugro differential gravity and magnetic airborne survey in the Waterberg Region.
Approximately 3,200 line kms were flown at 100 metre and 200 metre spacing over
and along strike from the known deposit area.
Non-Material Mineral Property Interests
Other non-material mineral property interests of the Company
include the War Springs and Tweespalk projects located in South Africa, the
Sable Joint Venture (as defined below) and the Company’s various mineral
property interests in Ontario, Canada and Northwest Territories, Canada. These
non-material property interests are not, individually or collectively, material
to the Company and are described below.
South Africa – Other Properties
Expenditures during the quarter ended February 28, 2013 on
projects in South Africa other than Project 1, Project 3 and Waterberg totaled
$nil million (February 29, 2012 - $0.38 million). During 2012 and 2011, all
costs for these other projects were recovered from joint venture partners.
War Springs and Tweespalk Properties, South Africa
Since 2005, the Company has been actively exploring its War
Springs and Tweespalk projects, which are located on the North Limb of the
Bushveld Complex in South Africa. The War Springs property covers 22km2
and is located 24km south of the Anglo open pit Mogalakwena Mine (formerly
the “PPRust platinum mine”) along the same “Platreef” section of the Bushveld
Complex. Exploration has consisted of diamond drilling, geophysical surveys and
ground prospecting. In March 2008, the Company reported an inferred resource on
a 100% basis of 1.676 million ounces 3E at a grade of 1.11 g/t with a minor
credit for copper and nickel. See “Cautionary Note to U.S. Investors”.
Additional information regarding grade, prill splits, sampling and resource
calculations can be found in an NI 43-101 technical report dated June 18, 2009
entitled “Revised Inferred Mineral Resource Declaration War Springs
(Oorlogsfontein 45K2), Northern Limb Platinum Property, Limpopo Province,
Republic of South Africa” (the “War Springs Report”) filed on SEDAR at
www.sedar.com and on EDGAR at
www.sec.gov.
Subject to vendor payments due upon a decision to mine, the
Company holds a 70% interest in the War Springs project and Africa Wide and
Taung Platinum Exploration (Pty) Ltd. (“Taung Platinum”) each hold a 15%
interest carried to feasibility study. Taung Platinum is an affiliated company
of Moepi Platinum (Pty.) Ltd., which is Platmin Ltd.’s BEE partner in South
Africa.
15
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
In March 2009, the Company announced an option agreement with
JOGMEC, pursuant to which JOGMEC may earn 35% (one half of the Company’s
interest) of Platinum Group’s interest in the War Springs project by incurring
US$10 million in expenses over five years. Since March 2009 a total of 17,222m
of drilling in 20 boreholes have been completed on the War Springs project with
JOGMEC funding. Total expenditures incurred by JOGMEC to August 31, 2011 on War
Springs amounted to approximately $2.9 million. During the year ended August 31,
2012, the drilling program was completed and JOGMEC indicated that it does not
plan to fund further work on this project. The Company is considering further
work or possible joint ventures for the project at this time.
Sable Joint Venture, South Africa
During 2009, the Company acquired by application prospecting
permits in South Africa which became the Sable Joint Venture project area on the
Western Limb of the Bushveld Complex, west of Pretoria. Sable Platinum Mining
(Pty) Limited (“Sable Platinum”) is earning a 51% interest in exchange for
funding approximately $6,000 (R 42.0 million) in work on the project, while a
private Black Economic Empowerment group will hold 26%. The Company was the
operator of the project until mid-March 2012, after which time operatorship was
transitioned to Sable Platinum.
Canadian Properties
Mineral property acquisition costs deferred during the quarter
ended February 28, 2013 on projects in Canada totalled $nil (February 29, 2012-
$0.005 million). Exploration costs incurred during the period ended February 28,
2013 for Canadian properties totalled $0.005 million (February 29, 2012- $0.81
million).
Lac Des Iles, Ontario
The Company maintains a large mineral rights position in the
Lac des Iles and Thunder Bay North areas of the Thunder Bay Mining District,
Ontario as a strategic holding against increasing prices for palladium and
platinum. At the beginning of fiscal year 2012, the Company held 100% interest
in a total of 625.12km 2 in this region; however during the year a
number of peripheral claims and low priority properties were dropped and their
associated deferred costs were written off. The core long term holding in the
Lac des Iles area consisting of the 11 claim Shelby Lake and South Legris
properties has been maintained. These 11 claims are subject to 2.0% net smelter
return (“NSR”) royalties, which the Company may buy back. The North Y,
Diagonal and a few peripheral properties were abandoned during the reporting
period and the Disreali West property was abandoned after February 28, 2013.
Land holdings by the Company within the Thunder Bay Mining District at the time
of this MD&A total 360.16km 2. In the Sudbury Mining District,
the Company retains a majority interest in an additional 60.3km 2 of
mineral rights at the Agnew Lake property after the dropping of two claims
during the period.
To date, five properties staked or acquired since 2011 have
been drill tested for younger intrusive targets and a new type of platinum
mineralization found in the district based on airborne geophysics survey
results, geological ground work, geochemistry and compilation of historic data.
A total of 4,274m have been drilled in 17 holes, of which 2,891m in nine holes
have been drilled on 100% owned properties. Diamond drilling completed within
the previous fiscal year ended August 31, 2012 totaled 1,350m in five holes,
four of which were on the Triangle Property and one on the Badger Property. Two
of the holes on the Triangle Property were extensions of previously drilled
holes to allow for downhole geophysical surveys.
To date none of the drilling by the Company on the younger
intrusive targets has intersected the new type of platinum mineralization found
in the district. No mineral reserves or mineral resources have been established
on any of the properties. The Company is now considering its potential programs
for the remainder of 2013 in Thunder Bay in context of its other Canadian and
global exploration opportunities.
16
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Providence, Northwest Territories
During the quarter ending February 28, 2013, $0.005 million in
exploration costs were incurred on the Company’s Northwest Territories
(“NWT”) exploration program. Expenditures from the preceding fiscal year
include: research and compilation, camp maintenance, fuel purchase and supply, a
gravity survey, geology, diamond drilling and assays. In September 2011, the
Company purchased the Providence Copper-Nickel-Cobalt-Platinum Group Metals
(“Cu-Ni-Co-PGM”) property from Arctic Star Exploration (“Arctic
Star”) for a payment of $50,000 and a 1.0% NSR royalty. A crown survey has
been completed on the claims comprising the Providence property and the
documentation has been submitted to the Mining Recorder in satisfaction of final
requirements to convert the claims to lease. As at the date of this MD&A,
the Company is awaiting final lease grant. To date, the first year lease payment
and application fees have been paid. Total acquisition costs to date are
$78,216.
The camp and associated land use permit have been purchased for
an additional $20,000 from Arctic Star. The Company has an active land use
permit to conduct exploration on the property and maintain a camp.
The property is comprised of 13 mineral claims totaling
133.66km 2 and is located approximately 70km west of the Diavik
Diamond Mine, NWT. The property covers approximately 20km of a recently
recognized belt of mafic to ultramafic rocks that is host to the first discovery
of magmatic Cu-Ni-Co-PGM massive sulphide mineralization in the Slave Craton.
Drilling by the Company and historic drilling by Arctic Star has shown that the
Cu-Ni-Co-PGM mineralization is hosted within, and at the base of the ultramafic
flow/intrusive sill sequence. The dimensions of the massive sulphide
mineralization defined to date ranges in thickness from 0.3m to 5.0m and have
been intercepted in drilling over a 75m strike length and down for 300m. The
mineralized horizon has been drill tested over a 450m strike length to the east
where disseminated sulphides with anomalous PGM values occur. The mineralized
horizons remain open to depth and the eastern hole shows there is possibility of
further horizon development along the belt.
The Company has completed the Phase 1 and Phase 2 diamond
drilling programs as determined by the Company’s geologists for a total of 3150m
in 14 holes. Exploration programs during the period consisted of camp supply, an
800 station gravity survey and diamond drilling with assays. Work on the
property commenced in mid-March, 2012. A step out drill program to further
define the extents of known Cu-Ni-Co-PGM mineralized zone was completed. The
field work was completed by August 15, 2012.
The following table details assay results for massive sulphide
intercepts from the 2012 diamond drilling program at Providence:
Hole ID
|
from (m)
|
to (m)
|
length(1)
|
Ni (%)
|
Cu (%)
|
Co (%)
|
Pt (g/t)
|
Pd (g/t)
|
2PGE
(g/t)
|
| PR12-04 |
185.85 |
190.10 |
4.25 |
1.62 |
1.04 |
0.15 |
0.13 |
1.90 |
2.03 |
| PR12-08 |
271.95 |
275.60 |
3.65 |
1.79 |
1.41 |
0.15 |
0.12 |
2.16 |
2.28 |
| PR12-08 |
278.17 |
280.10 |
1.93 |
1.40 |
2.09 |
0.12 |
0.07 |
1.59 |
1.66 |
| Notes: |
| |
(1) |
True thickness is approximately 87% of the intercept
length. |
|
(2) |
Grades are based on assay results. There has been
insufficient drilling to define a mineral resource and it is uncertain if
further exploration will result in exploration targets being delineated as
a mineral resource. |
Ni-Cu-Co-PGM grade values are consistent with near surface
(maximum 115m vertical depth) massive sulphide intercepts by previous operators
and the mineralization remains open at depth.
Significant grades from disseminated sulphide mineralization
intercepts in the 2012 drilling program at Providence include:
17
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Hole ID
|
from (m)
|
to (m)
|
length(1)
|
Ni (%)
|
Cu (%)
|
Co (%)
|
Pt (g/t)
|
Pd (g/t)
|
2PGE
(g/t)
|
| PR12-01 |
156.05 |
161.80 |
5.75 |
0.31 |
0.81 |
0.03 |
0.73 |
1.78 |
2.51 |
| PR12-02 |
109.35 |
112.40 |
3.05 |
0.16 |
0.49 |
0.01 |
0.33 |
0.73 |
1.06 |
| PR12-02 |
124.20 |
125.25 |
1.05 |
0.19 |
3.08 |
0.02 |
0.55 |
1.50 |
2.05 |
| PR12-12 |
88.00 |
88.70 |
0.70 |
0.40 |
0.20 |
0.03 |
0.51 |
0.77 |
1.28
|
| Notes: |
| |
(1) |
True thickness is approximately 90% of the intercept
length. |
|
(2) |
Grades are based on assay results. There has been
insufficient drilling to define a mineral resource and it is uncertain if
further exploration will result in exploration targets being delineated as
a mineral resource. |
No mineral reserves or mineral resources have been established
on any of the properties. Currently the company is assessing the results in
order to make a decision on further exploration work.
3. DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
A) Results of Operations
Quarter Ended February 28, 2013
For the quarter ended February 28, 2013, the Company incurred a
net gain of $0.19 million (February 29, 2012 – gain of $0.50 million.) General
and administrative expenses totaled $3.44 million (February 29, 2012 - $2.13
million). The Company incurred additional costs related to its financings and
salaries and bonuses also increased compared to the prior year. Foreign exchange
gains during the quarter were $1.73 million (February 29, 2012– gain $1.73
million) as a result of the increased value of cash balances held in Rand by the
Canadian entity when translated to Canadian dollars at quarter-end. Other
comprehensive loss for the quarter decreased as a result of the translation of
assets carried in Rand in our South African subsidiaries to their Canadian
dollar value at quarter end. At November 30, 2012, the Rand was valued at
approximately 0.1118 to the Canadian Dollar versus 0.1146 at February 28,
2013.
Interest earned in the quarter totaled $1.99 million as
compared to $1.08 million in the comparative quarter. The higher interest earned
is due to higher cash holdings.
Six Months Ended February 29, 2012
For the six months ended February 28, 2013, the Company
incurred a net loss after taxes of $1.63 million (February 29, 2012 – loss of $
4.82 million.) General and administrative expenses totaled $4.22 million
(February 29, 2012 - $3.44 million). The Company incurred additional costs
related to its financings and salaries and bonuses also increased compared to
the prior year. Stock based compensation expenses totaled $1.16 million
(February 29, 2012 - $3.94 million). Stock options were granted to employees and
consultants in the current and comparative periods. The difference in expense
resulted from changes in the number of stock options granted, share price
volatility and interest rates. Foreign exchange gain during the period was $1.52
million (February 29, 2012– loss $1.45 million) as a result of the increased
value of cash balances held in Rand by the Canadian entity when translated to
Canadian dollars at quarter-end.
Interest earned in the six months ended February 28, 2013
totaled $2.57 million as compared to $2.16 million in the comparative period.
The higher interest earned is due to higher cash holdings, including higher Rand
balances, which earn a higher interest rate as compared to dollar balances.
18
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Quarterly Financial Information
The following table sets forth selected quarterly financial
information for each of the last eight quarters:
| Quarter Ending (3)
|
|
Interest & Other
Income(1) |
|
|
Net (Loss) |
|
|
Basic (Loss) Earnings |
|
| |
|
|
|
|
Income (2)
|
|
|
per Share |
|
| February 28, 2013 |
$ |
1,984,236 |
|
$ |
194,162 |
|
|
($0.00 |
) |
| November 30, 2012 |
$ |
586,490 |
|
|
($1,822,664 |
) |
|
($0.01 |
) |
| August 31, 2012 |
$ |
823,419 |
|
|
($3,560,515 |
) |
|
($0.02 |
) |
| May 31, 2012 |
$ |
959,328 |
|
|
($2,206,471 |
) |
|
($0.01 |
) |
| February 29, 2012 |
$ |
1,078,128 |
|
$ |
498,107 |
|
$ |
0.00 |
|
| November 30, 2011 |
$ |
1,083,092 |
|
|
($5,320,030 |
) |
|
($0.03 |
) |
| August 31, 2011 |
$ |
1,805,073 |
|
$ |
352,450 |
|
$ |
0.01 |
|
| May 31, 2011 |
$ |
1,084,648 |
|
|
($2,619,602 |
) |
|
($0.01 |
) |
| Explanatory Notes: |
|
(1) |
The Company earns interest income from interest bearing
accounts and deposits. The balance of funds held in Rand can also affect
the amount of interest earned, as Rand balances earn significantly higher
rates of interest than can be earned at present in Canadian dollars.
|
|
(2) |
Net (loss) income by quarter is often materially affected
by the timing and recognition of large non-cash items. It is also
significantly impacted by the movement of the Rand against the Canadian
dollar as the Company holds a significant portion of its cash in Rand,
which must be translated to Canadian dollars at the end of the reporting
period. In the quarter ended February 28, 2013, the Company incurred a
gain of $1.73 million due to movement in the Rand. The net loss in the
quarter ended August 31, 2012 was impacted by the write down of an item of
property, plant and equipment for $0.44 million. The quarter ended May 31,
2012 included a foreign exchange loss of $1.90 which was due to the
weakening of the Rand against the Canadian dollar. In the quarter ended
February 29, 2012, the movement of the rate had an opposite effect
resulting in a gain on foreign exchange of $1.73 million. The quarter
ended November 30, 2011 included a foreign exchange loss of $3.2 million
as the Rand weakened in that quarter. The quarter end November 30, 2011
also included a non-cash expense for stock based compensation of $1.91
million. The quarter ended August 31, 2011 included a foreign exchange
loss of $3.37 million due to the movement of the Rand against the Canadian
dollar and an accrual for a future income tax recovery of $2.07 million
related to mineral property expenditures. The quarter ended May 31, 2011
included a non-cash charge for stock based compensation in the amount of
$2.9 million. |
B) Dividends
The Company has never declared nor paid dividends on its common
shares. The Company has no present intention of paying dividends on its common
shares, as it anticipates that all available funds will be invested to finance
its business.
C) Trend Information
Other than the financial obligations as set out in the table
provided at Item F) below, there are no demands or commitments that will result
in, or that are reasonably likely to result in, the Company’s liquidity either
increasing or decreasing at present or in the foreseeable future. The Company
will require additional capital in the future to meet both its contractual and
non-contractual project related expenditures. It is unlikely that the Company
will generate sufficient operating cash flow to meet all of these expenditures
in the foreseeable future. Accordingly, the Company will need to raise
additional capital through debt financing, by issuance of securities, or by a
sale or partnering of project interests in order to meet its ongoing cash
requirements. See discussions at item 3. A) “Results of Operations” above and at
item F). “Liquidity and Capital Resources” below.
19
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
D) Related Party Transactions
During the six months ended, $75,000 (February 29, 2012 -
$98,000) was paid to independent directors for directors fees and services. At
February 28, 2013, $nil was included in accounts payable (February 29, 2012 -
$nil).
During the six months ended February 28, 2013, $326 (February
29, 2012 - $358) was paid to non-independent directors for directors fees and
services. At February 28, 2013, $nil was included in accounts payable (February
29, 2012 - $nil) and $11 was included in accounts receivable (February 29, 2012
- $8) at the end of the period.
During the six months ended, the Company provided accounting,
secretarial and reception services at market rates for day-to-day administration
and accounting to Nextraction Energy Corp. (“Nextraction”), a company
with three directors in common (R. Michael Jones, Frank Hallam and Eric
Carlson). Fees received have been credited by the Company against its own
administrative costs. The Company received service fees of $52,600 (February 29,
2012 - $81,300) during the period from Nextraction.
During the six months ended, the Company provided accounting,
secretarial and reception services at market rates for day-to-day administration
and accounting to West Kirkland Mining (“WKM”), a company with three
directors in common (R. Michael Jones, Frank Hallam and Eric Carlson) and two
common officers (R. Michael Jones and Frank Hallam). Fees received have been
credited by the Company against its own administrative costs. The Company
received service fees of $51,000 (February 29, 2012 -$51,000) during the period
from WKM.
During the quarter ended November 30, 2005, the Company entered
into an office lease agreement with Anthem Works Ltd. (“Anthem”), a
company with a director in common (Eric Carlson). During the six months ended,
the Company accrued or paid Anthem $92,315 under the office lease agreement
(February 29, 2012 - $44,145).
All of the above transactions are in the normal course of
business and were completed and measured at estimated market rates.
E) Off-Balance Sheet Arrangements
The Company does not have any special purpose entities nor is
it party to any off-balance sheet arrangements.
F) Liquidity and Capital Resources
On December 6, 2012 the Company announced that a syndicate of
lead arrangers had obtained credit committee approval for a US$260 million
Project Loan Facility for the construction of the Project 1 platinum mine. The
credit approval is not subject to further syndication prior to closing. Closing
and draw down of the loan facility will now be subject to the negotiation and
execution of final documentation and satisfaction of conditions precedent.
On December 10, 2012 and December 12, 2012 the Company
announced and then priced an offering of 225,000,000 common shares at a price of
$0.80 per common share, for aggregate gross proceeds of $180,000,000. Closing of
the offering occurred on January 4, 2013 for net proceeds to the Company of
$169,565,000, after underwriters’ fees and the estimated expenses of the
offering.
In October 2012, Maseve entered into an agreement with a third
party insurer whereby a bond would be posted to the credit of the DMR in
satisfaction of the Company’s R58.5 million (approximately $7.56 million at the
time) environmental guarantee for its Mining Right. As a term of the agreement
with the third party insurer, in October 2012, Maseve posted R12 million on
deposit with The Standard Bank of South Africa against its environmental
guarantee obligation and will make further annual deposits of approximately R12 million per annum until the full amount of the environmental
guarantee is again on deposit and the third party arrangement will be wound up,
or renewed at Maseve’s election. Interest on deposits will accrue to Maseve.
Maseve will also pay an annual fee of approximately R600,000 to the insurer as
compensation against their providing the bond described above.
20
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
Accounts receivable at quarter end totaled $8.65 million
(August 31, 2012 - $4.7 million) being comprised mainly of value added taxes
refundable in South Africa and amounts owed by joint venture partners. Accounts
payable and accrued liabilities at period end totaled $8.05 million (August 31,
2012 - $7.78 million).
Apart from net interest earned on cash deposits during the
quarter ended February 28, 2013 of $1.99 million (February 29, 2012 - $1.08
million), the Company had no sources of income. The Company’s primary source of
capital has been from the issuance of equity. At February 28, 2013 the Company
had unrestricted cash and cash equivalents on hand of $164.51 million compared
to $17.67 million at August 31, 2012. The increase in cash since August 31, 2012
is primarily due to the Company’s equity offering closed on January 4, 2013 less
expenditures on Project 1 and ongoing general and administration costs. At
February 28, 2013 exchange rates, and including interest earned, an additional
cash balance of $26.2 million (August 31, 2012 - $30.51) remained in escrow in a
restricted cash account on behalf of Wesizwe. To February 28, 2013 a total of
$3.49 million (February 29, 2012 – $2.21 million) has been applied from escrow
against Wesizwe’s 26% share of project expenditures.
The Company receives lump sum cash advances at various times as
laid out in agreed budgets from its partners to cover the costs of joint venture
projects.
The following table discloses the Company’s continuing
obligations for optional mineral property acquisition payments and contracted
office and equipment lease obligations. Apart from a possible buy-out of the War
Springs and Tweespalk projects, which optional acquisition payments are included
in explanatory notes to the following table, the Company has no other property
acquisition payments due to vendors under mineral property option agreements.
The Company has no long term debt or loan obligations.
| Payments by period in Canadian Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total |
|
|
< 1 |
|
|
1 – 3 |
|
|
3 – 5 |
|
|
> 5 |
|
| |
|
|
|
|
Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payments (War Springs &
Tweespalk)(1) |
$ |
60,836 |
|
$ |
15,209 |
|
$ |
30,418 |
|
$ |
15,209 |
|
$ |
- |
|
| Lease Obligations |
|
1,621,451 |
|
|
66,922 |
|
|
718,129 |
|
|
622,200- |
|
|
214,200 |
|
| Eskom–Power(2) |
|
10,372,301 |
|
|
10,372,301 |
|
|
- |
|
|
- |
|
|
- |
|
| Insurance contracts |
|
133,223 |
|
|
72,667 |
|
|
60,556 |
|
|
- |
|
|
- |
|
| Primary Ball Mill |
|
7,976,348 |
|
|
666,306 |
|
|
7,310,042 |
|
|
- |
|
|
- |
|
| Totals |
$ |
20,164,159 |
|
$ |
11,193,405 |
|
$ |
8,119,145 |
|
$ |
637,409 |
|
$ |
214,200 |
|
| Explanatory Notes: |
|
(1) |
The Company pays annual prospecting fees to the vendors
of US$3.25 per hectare. The Company has the option to settle the vendors’
residual interests in these mineral rights at any time for US$690 per
hectare. |
|
(2) |
The Company’s project operating subsidiary Maseve has
entered into a long term electricity supply agreement with ESKOM. Under
the agreement the Company is scheduled to receive connection and service
for a 10 MVA construction power supply in 2013 and a total 40 MVA
production power supply in later calendar 2013 in exchange for remaining
connection fees and guarantees totaling Rand 90,508,735 ($10,372,301 at
February 28, 2013). |
Subsequent to February 28, 2013 the Company waived an
outstanding condition precedent to a water off-take agreement with the Majalies
Water Board for the long term supply of water to the Project 1 mine site.
21
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
The agreement is now in effect. Pursuant to a 50/50 sharing
agreement with Wesizwe, now in process of execution, the Company will be
responsible for a long term cost for regional infrastructure to deliver water to
the Project 1 mine site in an amount not to exceed R 73.0 million (approximately
$8.366 million at February 28, 2013).
As at April 9, 2013 the Company held approximately $196 million
in total cash on hand, which is sufficient to fund the estimated general,
exploration and development operations of the Company for calendar 2013. However
the Company does not have adequate funds to complete construction of the mine at
Project 1. The Company requires additional financing from external sources, such
as the planned Project Loan Facility, in order to meet the requirements of its
business plan through 2014 and carry out the future development of its
projects.
The Company is advancing the planned Project Loan Facility. A
range of cost over-run facilities from $50 million to $100 million has been
proposed by the Lenders. A final assessment of the required cost over-run
account will be made prior to financial close of the Project Loan Facility.
Depending upon the final determination of the size of the cost over-run
facility, prevailing currency exchange rates and the estimated cost to complete
Project 1 at the time the Project Loan Facility is financially closed, the
Company may require additional funding to complete Phase 2. If such additional
funding is required, the Company will seek such funding from equity or debt
sources. There can be no assurance that the planned Project Loan Facility will
close. In the event that Company’s planned US$260 million Project Loan Facility
is not completed and available to the Company within the next twelve months, the
Company would need to alter its business plan.
At the present time, no binding commitments have been signed by
the Lenders with respect to the Project Loan Facility. Credit committee approval
has been obtained, subject to conditions precedent, and the Project Loan
Facility is in negotiation and finalization of definitive documentation.
However, the Lenders are under no obligation to provide the Project Loan
Facility on any particular set of terms, or at all. The completion of the
Project Loan Facility is subject to a number of risks, including, without
limitation, risks relating to changes in general market conditions, the
condition of the Company or its properties, and economic, social or political
conditions in South Africa. No assurances can be given that such facility will
be consummated on any particular timeline or on the terms described herein, or
at all. Funding under the Project Loan Facility, if consummated, is expected to
be subject to certain conditions, including, without limitation, that the
Company execute a concentrate off-take agreement, acquire and maintain all
requisite permits and licenses and establish an agreed metals hedging program.
The Company may be unable to satisfy such conditions on favourable terms, or at
all. In particular, if the Project Loan Facility is consummated, any inability
of the Company or Wesizwe to fund their required equity contributions thereunder
will prevent funding and utilization of such facility and may result in a
default thereunder, or in the case of Wesizwe being unable to fund, the Company
may be required to fund the shortfall to avoid a default under such
facility.
Outstanding Share Data
The Company has an unlimited number of common shares authorized
for issuance without par value. At February 28, 2013, there were 402,599,542
common shares outstanding, 16,633,500 incentive stock options outstanding at
exercise prices of $0.96 to $2.57. At April 9, 2013, there were 402,749,542
common shares outstanding and 16,263,500 incentive stock options outstanding.
During the period ending February 28, 2013, the Company made no changes to the
exercise price of outstanding options through cancellation and re-grant or
otherwise.
4. OUTLOOK
The Company’s key business objectives for 2013 and into 2014
will be to close the Project Loan Facility, continue with the underground
development and mine construction at Project 1 and continue exploration at the
Waterberg. The equity financing closed on January 4, 2013 is intended to permit
the Company to advance Project 1 development as generally outlined in the 2009
UFS and continue exploration at Waterberg in 2013. The grant of pending
exploration permits for the Waterberg Extension area, now under registered application by the Company and Mnombo, would allow
the Company’s exploration efforts to expand northward along strike from the
Waterberg Joint Venture property where drilling is now underway in partnership
with JOGMEC.
22
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
As discussed above, the Company is seeking to secure a US$260
million Project Loan Facility to provide a substantial portion of the required
forward funding of the Project 1 platinum mine. Credit committee approval by the
Lenders was announced on December 6, 2012 and the Project Loan Facility is
advancing to negotiation and completion of definitive documentation. See
“Project 1- Senior Loan Facility” and “Liquidity and Capital Resources” above
for a further discussion.
Commencement of Phase 2 development at Project 1 commenced in
January 2013 and will utilize the Company’s and Wesizwe’s cash on hand in
measured stages in early 2013 until the planned Project Loan Facility is
completed and in place and off-take agreements are executed. Should the Project
Loan Facility be completed, then development will proceed as planned. Phase 2
will include a second decline access south of the current twin decline
development, underground lateral development, a milling and concentrating
facility and tailings impoundment area. North decline development is now more
than 1,100 metres linear into the underground and a second box cut excavation
for South decline access is now complete and the turn under into underground
mining has begun. Plant and facility construction and commissioning are
estimated to take up to two years to complete. Full commercial production at
steady state is estimated to occur after a two year ramp-up period subsequent to
the commissioning of the plant.
In the event that the planned US$260 million Project Loan
Facility is not completed and available to the Company within the next twelve
months, the Company would need to alter its business plan. If the Project Loan
Facility is not completed, the Company would have access to the additional
working capital set aside in the cost overrun account pursuant to the terms of
the Project Loan Facility, as described above. A first alternative business plan
would be the sourcing and completion of alternative debt and/or equity financing
in order to complete the existing Phase 2 development schedule, although there
is no guarantee that such funding would be available to the Company. A second
option would be the suspension of Phase 2 development and the potential sale of
ore from underground workings at Project 1 established under Phase 1. In this
second scenario, a milling and concentrating facility would not be immediately
built and the construction of such facilities would be postponed until funding
became available.
On September 5, 2012, Maseve received notice from RPM regarding
RPM’s exercise of its 60-day right of first refusal to purchase the off-take of
concentrate from Project 1 on terms equivalent to terms agreed to by Maseve with
another commercial off-taker. As at the date of this MD&A, formal legal
agreements are in the process of being drafted based on the third party
indicative terms described above. The indicative terms from the other commercial
off-taker do not vary substantially from the terms modeled in the 2009 UFS;
however, no assurances can be provided that the agreements will be finalized on
such terms or at all.
The Company has gained construction and procurement experience
under the Phase 1 development program currently underway. Major contracts,
project costing and final scheduling for Phase 2 development are in process of
final determination and execution. Based on post 2009 UFS work completed by the
Company, a revised cost budget estimate for inclusion in a financial model for
the Lenders was completed in April 2012. This model is now being refined and
updated for use by the Company and the Lenders as the basis for financial
modeling and planned draw-downs should the Project Loan Facility be completed
and available to the Company.
The Company plans to continue working with its joint venture
partner JOGMEC, who is also providing funding, to conduct exploration on the
Waterberg Joint Venture project. Since the November 9, 2011 announcement of the
discovery of new PGE bearing reefs at Waterberg, exploration has been
accelerated with 10 drilling rigs having been active on the project until late
December 2012. Drilling resumed in January 2013 with 15 rigs. This drilling
continues at the time this MD&A was written. An updated resource estimate
for the Waterberg Joint Venture project is planned for mid-2013. The Company
expects that the Waterberg Extension Licenses will be granted in mid-2013 at
which time the Company and BEE partner Mnombo plan to drill the modelled
northward strike extension of the Waterberg deposit.
23
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
5. CRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements in
conformity with IFRS requires management to use estimates and assumptions that
affect the reported amounts of assets and liabilities, as well as income and
expenses. The Company’s accounting policies are described in note 3 of our
audited annual consolidated financial statements for the year ended August 31,
2012.
Review of asset carrying values and
impairment
In accordance with the Company’s accounting policy, each asset
or cash generating unit is evaluated every reporting period to determine whether
there are any indications of impairment. If any such indication exists, a formal
estimate of recoverable amount is performed and an impairment loss is recognised
to the extent that the carrying amount exceeds the recoverable amount. The
recoverable amount of an asset or cash generating group of assets is measured at
the higher of fair value less costs to sell and value in use.
The determination of fair value less costs to sell and value in
use requires management to make estimates and assumptions about expected
production, commodity prices, reserves, operating costs, closure and
rehabilitation costs and future capital expenditures. The estimates and
assumptions are subject to risk and uncertainty; hence there is the possibility
that changes in circumstances will alter these projections, which may impact the
recoverable amount of the assets. In such circumstances some or all of the
carrying value of the assets may be further impaired or the impairment charge
reduced with the impact recorded in the income statement.
Stock-based compensation
We provide compensation benefits to our employees, directors,
officers and consultants through a stock option plan. The fair value of each
option award is estimated on the date of the grant using the Black-Scholes
option pricing model. Expected volatility is based on historical volatility of
our share price. The risk-free rate for the expected term of the option is based
on the Government of Canada yield curve in effect at the time of the grant.
Asset Retirement Obligations
The amounts recorded for asset retirement costs are based on
estimates included in closure and remediation plans. These estimates are based
on engineering studies of the work that is required by environmental laws. These
estimates include an assumption on the rate at which costs may inflate in future
periods. Actual costs and the timing of expenditures could differ from these
estimates.
Income and Resource Taxes
The determination of our future tax liabilities and assets
involves significant management estimation and judgment involving a number of
assumptions. In determining these amounts we interpret tax legislation in a
variety of jurisdictions and make estimates of the expected timing of the
reversal of future tax assets and liabilities. We also make estimates of our
future earnings which affect the extent to which potential future tax benefits
may be used. We are subject to assessment by various taxation authorities, which
may interpret tax legislation in a manner different from our view. These
differences may affect the final amount or the timing of the payment of taxes.
When such differences arise we make provision for such items based on our best
estimate of the final outcome of these matters.
Determination of ore reserve and mineral resource
estimates
The Company estimates its ore reserves and mineral resources
based on information compiled by Competent Persons as defined by NI 43-101.
Reserves determined in this way are used in the calculation of depreciation,
amortization and impairment charges, and for forecasting the timing of the
payment of close down and restoration costs. In assessing the life of a mine for
accounting purposes, mineral resources are only taken into account where there is a high
degree of confidence of economic extraction. There are numerous uncertainties
inherent in estimating ore reserves, and assumptions that are valid at the time
of estimation may change significantly when new information becomes available.
Changes in the forecast prices of commodities, exchange rates, production costs
or recovery rates may change the economic status of reserves and may,
ultimately, result in reserves being restated. Such changes in reserves could
impact on depreciation and amortization rates, asset carrying values and
provisions for close down and restoration costs.
24
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
6. DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL
REPORTING
The Company maintains a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in
filings made pursuant to both SEC and Canadian Securities Administrators
requirements are recorded, processed, summarized and reported in the manner
specified by the relevant securities laws applicable to the Company. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the applicable securities legislation is
accumulated and communicated to the issuer’s management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. Changes in Internal Controls over Financial Reporting
No change in the Company’s internal control over financial
reporting occurred during the quarter ended February 28, 2013 that has
materially affected, or is reasonably likely to materially affect, the issuer’s
internal control over financial reporting.
7. OTHER INFORMATION
Additional information relating to the Company for the period
ending February 28, 2013 may be found on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov. Readers are encouraged to review the Company’s
audited annual consolidated financial statements for the year ended August 31,
2012 together with the notes thereto as well as the Company’s 2012 Annual
Information Form.
On July 10, 2012, the Company announced that its board of
directors had approved the adoption of a shareholder rights plan dated July 9,
2012 subject to shareholder approval. The shareholder rights became effective,
subject to shareholder ratification within six months of the date the
shareholder rights plan was adopted. The shareholders rights plan was voted upon
and approved by shareholders at the Company’s annual general meeting on January
8, 2013.
8. SUBSEQUENT EVENTS
The following event occurred subsequent to quarter end:
- The Company waived an outstanding condition precedent to a water off-take
agreement with the Majalies Water Board for the long term supply of water to
the Project 1 mine site. The agreement is now in effect. Pursuant to a 50/50
sharing agreement with Wesizwe, now in the process of execution, the Company
will be responsible for the long term cost for regional infrastructure to
deliver water to the Project 1 mine site in an amount not to exceed R 73.0
million (approximately $8.366 million at February 28, 2013).
These events and other subsequent events may be mentioned
elsewhere in this MD&A.
25
| Platinum Group Metals Ltd. |
| (Exploration and Development Stage Company) |
| Supplementary Information and MD&A |
| For the quarter ended February 28, 2013
|
9. LIST OF DIRECTORS AND OFFICERS
| a) |
Directors: |
b) |
Officers: |
| |
R. Michael Jones |
|
R. Michael Jones (Chief Executive Officer)
|
| |
Frank R. Hallam (Secretary) |
|
Frank R. Hallam (Chief Financial Officer)
|
| |
Iain McLean |
|
Peter C. Busse (Chief Operating Officer) |
| |
Eric Carlson |
|
Kris Begic (VP, Corporate Development) |
| |
Barry W. Smee |
|
|
| |
Timothy Marlow |
|
|
26