UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule
13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: August, 2018
Commission File Number: 001-33562
PLATINUM GROUP METALS LTD.
Suite 788 – 550 Burrard Street, Vancouver BC, V6C 2B5,
CANADA
Address of Principal Executive Office
Indicate by check mark whether the registrant files or will file annual reports under cover:
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PLATINUM GROUP METALS LTD. | |
| /s/ Frank Hallam | |
| Date: August 2, 2018 | Frank Hallam |
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Unaudited Pro Forma Financial Information |
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated income statements (together, the “unaudited pro forma income statements”) of Platinum Group Metals Ltd. and its subsidiaries (the “Company”) should be read together with the condensed consolidated interim statements of loss and comprehensive loss (income) of the Company for the nine months ended May 31, 2018 included in the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission (“SEC”) on July 16, 2018 (the “Form 6-K”), and the consolidated statements of loss (income) and comprehensive loss (income) of the Company for the year ended August 31, 2017 included in the Annual Report on Form 20-F filed by the Company with the SEC on December 29, 2017.
On September 6, 2017, the Company announced that it had entered into a term sheet to sell all of its rights and interests in Maseve Investments 11 (Pty) Ltd. (“Maseve”) to Royal Bafokeng Platinum Limited (“RBPlat”). Definitive legal agreements for this sale were executed on November 23, 2017 and the sale closed in April 2018. The consideration ultimately received by the Company was $61 million in cash and approximately 4.52 million shares of RBPlat.
As the Company had an active plan in place to sell all of its rights and interests in Maseve at August 31, 2017, Maseve was impaired and presented as an asset held for sale at August 31, 2017.
The following unaudited pro forma income statements have been prepared to give effect to the sale as if it had occurred on August 31, 2016. Changes in the value of RBPlat shares since August 31, 2016 and the potential reduction in interest expense from earlier repayment of indebtedness have not been considered in these pro forma income statements. A pro forma balance sheet is not presented because the Company’s consolidated balance sheet as at May 31, 2018 included in the Form 6-K gives effect to the sale of Maseve.
These unaudited pro forma income statements have been prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved if the sale of Maseve had been consummated as of the date indicated.
| Nine Months ended May 31, | As | Disposition of | Pro Forma | ||||||||
| 2018 (in thousands of United | Reported | asset held for | |||||||||
| States Dollars except share and | sale | ||||||||||
| per share data) | |||||||||||
| Expenses | |||||||||||
| General and administrative | $ | 4,644 | $ | - | $ | 4,644 | |||||
| Interest | 14,938 | - | 14,938 | ||||||||
| Foreign exchange gain | 3,925 | - | 3,925 | ||||||||
| Stock compensation expense | 62 | - | 62 | ||||||||
| Maseve closure, care and maintenance costs | 14,231 | (14,231 | ) | a | - | ||||||
| Total Expenses | 37,800 | (14,231 | ) | 23,569 | |||||||
| Other Income | |||||||||||
| Gain on value of financial instruments | (2,687 | ) | - | (2,687 | ) | ||||||
| Loss on asset held for sale | 2,305 | (2,305 | ) | b | - | ||||||
| Loss on fair value of marketable securities | 692 | - | 692 | ||||||||
| Net finance income | (505 | ) | (505 | ) | |||||||
| Loss for the period | $ | 37,605 | $ | (16,536 | ) | $ | 21,069 | ||||
| Items that may be subsequently reclassified to net loss: | |||||||||||
| Currency translation adjustment | (8,277 | ) | - | (8,277 | ) | ||||||
| Comprehensive loss for the period | $ | 29,328 | $ | (16,536 | ) | $ | 12,792 | ||||
| Loss attributable to: | |||||||||||
| Shareholders of Platinum Group Metals Ltd. | 35,420 | (14,171 | ) | c | 21,069 | ||||||
| Non-controlling interests | 2,365 | (2,365 | ) | d | - | ||||||
| $ | 37,605 | $ | (2,365 | ) | $ | 21,069 | |||||
| Comprehensive Loss attributable to: | |||||||||||
| Shareholders of Platinum Group Metals Ltd. | 26,963 | (14,171 | ) | c | 12,792 | ||||||
| Non-controlling interests | 2,365 | (2,365 | ) | d | - | ||||||
| $ | 29,238 | $ | (2,365 | ) | $ | 12,792 | |||||
| Basic and diluted loss per common share | $ | 0.22 | $ | 0.13 | |||||||
| Weighted average number of common shares outstanding: | |||||||||||
| Basic and diluted | 157,587,519 | 157,587,519 |
The following pro forma adjustments are included in the pro forma financial information:
| a |
Removes Maseve closure, care and maintenance costs. |
| b |
Removes the loss on the asset held for sale. |
| c |
Attributes adjustments above to Platinum Group Metals Ltd. |
| d |
Attributes adjustments above to non-controlling interests. |
| Year ended August 31, 2017 (in | As | Disposition | Pro Forma | ||||||||
| thousands of United States Dollars | Reported | of asset | |||||||||
| except share and per share data) | held for | ||||||||||
| sale | |||||||||||
| Expenses | |||||||||||
| General and administrative | $ | 5,749 | $ | - | $ | 5,749 | |||||
| Interest | 367 | 12,733 | a | 13,100 | |||||||
| Foreign exchange gain | (4,563 | ) | - | (4,653 | ) | ||||||
| Stock compensation expense | 1,144 | - | 1,144 | ||||||||
| Impairment charge | 589,162 | (589,162 | ) | b | - | ||||||
| Total Expenses | 591,859 | (576,429 | ) | 15,430 | |||||||
| Other Income | |||||||||||
| Gain on value of financial instruments | (2,081 | ) | - | (2,081 | ) | ||||||
| Net finance income | (1,062 | ) | 294 | c | (768 | ) | |||||
| Loss before income taxes | 588,716 | (576,135 | ) | 12,581 | |||||||
| Deferred income tax expense | 1,655 | (1,058 | ) | d | 597 | ||||||
| Loss for the year | $ | 590,371 | $ | (577,193 | ) | $ | 13,178 | ||||
| Items that may be subsequently | |||||||||||
| reclassified to net loss: | |||||||||||
| Currency translation adjustment | (59,086 | ) | 11,743 | e | (47,343 | ) | |||||
| Comprehensive loss for the year | $ | 531,285 | $ | (565,450 | ) | $ | (34,165 | ) | |||
| Loss attributable to: | |||||||||||
| Shareholders of Platinum Group Metals Ltd. | 542,215 | (529,237 | ) | f | 13,178 | ||||||
| Non-controlling interests | 47,956 | (47,956 | ) | g | - | ||||||
| $ | 590,371 | $ | (577,193 | ) | $ | 13,178 | |||||
| Comprehensive Loss attributable to: | |||||||||||
| Shareholders of Platinum Group Metals Ltd | 480,741 | (514,906 | ) | f | (34,165 | ) | |||||
| Non-controlling interests | 50,544 | (50,544 | ) | g | - | ||||||
| $ | 531,285 | $ | (565,450 | ) | $ | (34,165 | ) | ||||
| Basic and diluted loss per common share | $ | 4.30 | $ | 0.10 | |||||||
| Weighted average number of common shares outstanding: | |||||||||||
| Basic and diluted | 126,019,077 | 126,019,077 |
| a |
Includes interest previously capitalized against the Maseve project |
| b |
Removes the impairment related to Maseve |
| c |
Removes the finance income related to Maseve |
| d |
Removes the future income tax related to Maseve |
| e |
Removes the currency translation adjustment related to Maseve |
| f |
Attributes adjustments above to Platinum Group Metals Ltd. |
| g |
Attributes adjustments above to non-controlling interests. |