UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule
13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the period of: August 21, 2014
PLATINUM GROUP METALS LTD.
(SEC File No. 001-33562)
Suite 788 550 Burrard Street, Vancouver BC, V6C 2B5,
CANADA
Address of Principal Executive Office
Indicate by check mark whether the registrant files or will file annual reports under cover:
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 21, 2014 | R. Michael Jones |
R. MICHAEL JONES | |
DIRECTOR & CEO |
EXHIBIT INDEX
Exhibit | Description |
99.1 | News Release dated August 21, 2014 |
99.2 | Material Change Report dated August 21, 2014 |
788 550 Burrard Street | |
Vancouver, BC V6C 2B5 | |
P: 604-899-5450 | |
F: 604-484-4710 |
News Release | No. 14-283 |
August 21, 2014 | |
Platinum Group Announces Favourable Award on All Matters in Arbitration with Wesizwe Platinum Limited
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG-NYSE MKT) (Platinum Group or the Company) announces that on August 20th an award in the binding arbitration with respect to the calculation of dilution to the ownership of Wesizwe Platinum Limited (Wesizwe), through its wholly owned subsidiary, Africa Wide Mineral Prospecting and Exploration (Pty) Ltd. (Africa Wide), in the operating company of the WBJV Project 1 Platinum Mine has been completed and delivered to the Company. The arbitrator ruled in favour of Platinum Group on all matters in contention and has ordered that costs are to be paid by Wesizwe.
The favourable award has determined that Africa Wide's shareholding, in the operating company, Maseve Investments 11 (Pty) Ltd. (Maseve), falls to be reduced to 21.2766% as a result of Africa Wides failure to fund its R 213.14 million share of an approved cash call in October 2013.
Based on the dilution formula in the Maseve shareholders agreement, as confirmed in the arbitration, the Company calculates that Wesizwes ownership in Maseve will be further diluted to 17.0985% (approximately 17.10%) as a result of Africa Wides failure to fund its R 234.6 million share of a second approved cash call in February 2014.
Platinum Group expects its shareholding, through its wholly owned subsidiary Platinum Group Metals RSA (Pty) Ltd. (PTM RSA), in Maseve will increase to approximately 82.90% based on the two missed cash calls by Africa Wide. Platinum Group is now able to move forward with plans for transferring diluted project points to a qualified black economic empowerment company and to move forward with its final project finance plans for the ongoing mine build at the WBJV Project 1 Platinum Mine.
The details of the arbitrators award are as follows:
The shareholding of Africa Wide in Maseve will fall to 21.2766% as a result of the initial cash call that gave rise to the arbitration and PTM RSAs shareholding will be increased to 78.7234%;
Africa Wide is directed to take all steps necessary in co-operation with Platinum Group to effect the award, including increasing the authorized capital of Maseve, placing all unissued authorized shares under the control of Maseves board of directors and authorizing any director of Maseve to take the steps necessary to issue shares to PTM RSA to give effect to the award; and
Africa Wide is ordered to pay PTM RSAs costs, including the costs of senior counsel and the costs of the arbitration, on the High Court scale.
PLATINUM GROUP METALS LTD. | 2 |
Platinum Group CFO Frank Hallam stated The arbitration in South Africa was handled in a very professional manner and in accordance with established legal rules. We are pleased that a strong and reliable framework for the resolution of commercial disputes is available to companies such as ours who are operating in South Africa.
PTM RSA will now move forward to implement the arbitration award and will utilize the ruling to effect the further dilution of Africa Wide to a 17.10% shareholding in Maseve based on the second cash call missed by Africa Wide in February 2014. Platinum Group will recover its costs from Africa Wide in accordance with the arbitration award.
About Platinum Group Metals Ltd.
Platinum Group is based in Johannesburg, South Africa and Vancouver, Canada. The Companys business is currently focused on the construction of the Project 1 Platinum Mine and the exploration and initial engineering on the newly discovered Waterberg platinum deposit, where the Company is the operator of the Waterberg Joint Venture with JOGMEC and Mnombo Wethu Consultants (Pty) Ltd. The Company has also expanded its exploration northward on to the Waterberg Extension area. As a result of the resource scale and thickness of the Waterberg deposit, the Waterberg Joint Venture and the Waterberg Extension are of increasing importance to the Companys business.
On behalf of the Board of
Platinum Group Metals
Ltd.
R. Michael Jones
President, CEO and Director
For further information contact:
R. Michael Jones,
President
or Kris Begic, VP, Corporate
Development
Platinum Group Metals Ltd.,
Vancouver
Tel: (604) 899-5450 / Toll Free: (866)
899-5450
www.platinumgroupmetals.net
The Toronto Stock Exchange and the NYSE MKT LLC have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.
PLATINUM GROUP METALS LTD. | 3 |
This press release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively forward-looking statements). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the completion of project financing and the ability of the Company to sell diluted interests in Maseve to another bona fide black economic empowerment partner. Although the Company believes the forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in market conditions; the nature, quality and quantity of any mineral deposits that may be located; metal prices; other prices and costs; currency exchange rates; the Companys ability to obtain any necessary permits, consents or authorizations required for its activities; the Companys ability to access further funding and produce minerals from its properties successfully or profitably, to continue its projected growth, or to be fully able to implement its business strategies and other risk factors described in the Companys Form 40-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.
FORM 51-102F3 |
MATERIAL CHANGE REPORT |
ITEM 1. | NAME AND ADDRESS OF COMPANY |
PLATINUM GROUP METALS LTD. (the Company or Platinum Group) | |
788 550 Burrard Street Vancouver BC, V6C 2B5 | |
Telephone: (604) 899-5450 Facsimile: (604) 484-4710 | |
ITEM 2. | DATE OF MATERIAL CHANGE |
| |
August 21, 2014 | |
| |
ITEM 3. |
NEWS RELEASE |
| |
A news release was disseminated on August 21, 2014 to the TSX as well as through various other approved public media and was SEDAR filed with the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland Securities Commissions. | |
| |
ITEM 4. |
SUMMARY OF MATERIAL CHANGE |
| |
(Vancouver, British Columbia) Platinum Group Metals Ltd. (PTM-TSX; PLG- NYSE MKT) (Platinum Group or the Company) announces the favourable award on all matters in arbitration with Wesizwe Platinum Limited. | |
| |
ITEM 5. |
FULL DESCRIPTION OF MATERIAL CHANGE |
| |
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG- NYSE MKT) (Platinum Group or the Company) announces that on August 20th an award in the binding arbitration with respect to the calculation of dilution to the ownership of Wesizwe Platinum Limited ("Wesizwe"), through its wholly owned subsidiary, Africa Wide Mineral Prospecting and Exploration (Pty) Ltd. ("Africa Wide"), in the operating company of the WBJV Project 1 Platinum Mine has been completed and delivered to the Company. The arbitrator ruled in favour of Platinum Group on all matters in contention and has ordered that costs are to be paid by Wesizwe. | |
| |
The favourable award has determined that Africa Wide's shareholding, in the operating company, Maseve Investments 11 (Pty) Ltd. ("Maseve"), falls to be reduced to 21.2766% as a result of Africa Wide's failure to fund its R 213.14 million share of an approved cash call in October 2013. | |
| |
Based on the dilution formula in the Maseve shareholders' agreement, as confirmed in the arbitration, the Company calculates that Wesizwe's ownership in Maseve will be further diluted to 17.0985% (approximately 17.10%) as a result of Africa Wide's failure to fund its R 234.6 million share of a second approved cash call in February 2014. | |
| |
Platinum Group expects its shareholding, through its wholly owned subsidiary Platinum Group Metals RSA (Pty) Ltd. ("PTM RSA"), in Maseve will increase to approximately 82.90% based on the two missed cash calls by Africa Wide. Platinum Group is now able to move forward with plans for transferring diluted project points to a qualified black economic empowerment company and to move forward with its final project finance plans for the ongoing mine build at the WBJV Project 1 Platinum Mine. |
The details of the arbitrator's award are as follows:
-- The shareholding of Africa Wide in
Maseve will fall to 21.2766% as a result of the initial cash call that gave rise
to the arbitration and PTM RSA's shareholding will be increased to 78.7234%;
-- Africa Wide is directed to take all steps necessary in co-operation with
Platinum Group to effect the award, including increasing the authorized capital
of Maseve, placing all unissued authorized shares under the control of Maseve's
board of directors and authorizing any director of Maseve to take the steps
necessary to issue shares to PTM RSA to give effect to the award; and
--
Africa Wide is ordered to pay PTM RSA's costs, including the costs of senior
counsel and the costs of the arbitration, on the High Court scale.
Platinum Group CFO Frank Hallam stated, "The arbitration in South Africa was handled in a very professional manner and in accordance with established legal rules. We are pleased that a strong and reliable framework for the resolution of commercial disputes is available to companies such as ours who are operating in South Africa."
PTM RSA will now move forward to implement the arbitration award and will utilize the ruling to effect the further dilution of Africa Wide to a 17.10% shareholding in Maseve based on the second cash call missed by Africa Wide in February 2014. Platinum Group will recover its costs from Africa Wide in accordance with the arbitration award.
About Platinum Group Metals Ltd.
Platinum Group is based in Johannesburg, South Africa and Vancouver, Canada. The Company's business is currently focused on the construction of the Project 1 Platinum Mine and the exploration and initial engineering on the newly discovered Waterberg platinum deposit, where the Company is the operator of the Waterberg Joint Venture with JOGMEC and Mnombo Wethu Consultants (Pty) Ltd. The Company has also expanded its exploration northward on to the Waterberg Extension area. As a result of the resource scale and thickness of the Waterberg deposit, the Waterberg Joint Venture and the Waterberg Extension are of increasing importance to the Company's business.
On behalf of the Board of Platinum Group Metals Ltd.
R. Michael Jones, President, CEO and Director
The Toronto Stock Exchange and the NYSE MKT LLC have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.
This press release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively "forward-looking statements"). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the completion of project financing and the ability of the Company to sell diluted interests in Maseve to another bona fide black economic empowerment partner. Although the Company believes the forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in market conditions; the nature, quality and quantity of any mineral deposits that may be located; metal prices; other prices and costs; currency exchange rates; the Company's ability to obtain any necessary permits, consents or authorizations required for its activities; the Company's ability to access further funding and produce minerals from its properties successfully or profitably, to continue its projected growth, or to be fully able to implement its business strategies and other risk factors described in the Company's Form 40-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.
Contacts:
Platinum Group Metals
Ltd., Vancouver
R. Michael Jones
President
(604) 899-5450 / Toll
Free: (866) 899-5450
Platinum Group Metals Ltd., Vancouver
Kris Begic
VP, Corporate Development
(604) 899-5450 / Toll Free:
(866) 899-5450
(604) 484-4710 (FAX)
www.platinumgroupmetals.net
ITEM 6. |
RELIANCE ON SUBSECTION 7.1 OF NATIONAL INSTRUMENT 51-102 |
| |
N/A | |
| |
ITEM 7. |
OMITTED INFORMATION |
| |
N/A | |
| |
ITEM 8. |
EXECUTIVE OFFICER |
| |
The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following telephone number: | |
| |
R. Michael Jones, President & CEO Phone: (604) 899-5450 |
ITEM 9. | DATE OF REPORT |
August 21, 2014 |