UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K/A
(Amendment #
2)
Report of Foreign Private Issuer
Pursuant to Rule
13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: March 2019
Commission File Number: 001-33562
PLATINUM GROUP METALS LTD.
Suite 838 – 1100 Melville Street, Vancouver BC, V6E 4A6,
CANADA
Address of Principal Executive Office
Indicate by check mark whether the registrant files or will file annual reports under cover:
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Explanatory Note
This amendment # 2 to Form 6-K submitted to the Commission on February 25, 2019 is being furnished to the Commission to incorporate by reference Exhibit 99.2 as an exhibit to the registrant’s Registration Statement on Form F-3.
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: March 1, 2019 | Frank Hallam |
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit | Description |
| 99.1* | News Release dated February 25, 2019 |
| 99.2 | Material Change Report dated February 25, 2019 |
*previously filed
| FORM 51-102F3 |
| MATERIAL CHANGE REPORT |
ITEM 1. NAME AND ADDRESS OF COMPANY
PLATINUM GROUP METALS LTD. (the “Company” or
“Platinum Group”)
838 – 1100 Melville Street Vancouver BC, V6E 4A6
Telephone: (604) 899-5450
ITEM 2. DATE OF MATERIAL CHANGE
February 25, 2019
ITEM 3. NEWS RELEASE
A news release was disseminated on February 25, 2019 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
The Company announced positive results from its Annual General Meeting held on February 22, 2019 in Vancouver, BC.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
The Company announced positive results from its Annual General Meeting held on February 22, 2019 in Vancouver, BC.
The meeting had a turnout of shareholders representing over 73% of its issued shares eligible to vote at the meeting. Shareholders strongly supported the appointment of the Board and the resolutions proposed.
The number of directors is fixed at six and on a show of hands the Shareholders elected management’s six nominees for directors. Details of the proxy voting are as follows:
| DIRECTOR |
NUMBER OF SHARES |
PERCENTAGE OF VOTES CAST |
|
| FOR | FOR | WITHHELD | |
| R Michael Jones | 16,777,624 | 99.52% | 0.48% |
| Frank R Hallam | 16,722,176 | 99.19% | 0.81% |
| Iain D C Mclean | 16,813,655 | 99.73% | 0.27% |
| Timothy D Marlow | 16,813,081 | 99.73% | 0.27% |
| Diana J Walters | 16,818,536 | 99.76% | 0.24% |
| John A Copelyn | 16,420,584 | 97.40% | 2.60% |
The re-appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year at a remuneration to be fixed by the directors was voted in favour by 99.25% of the Shareholders.
2
A poll was also conducted with respect to the ordinary resolution to approve ownership of more than 19.9% of the issued and outstanding common shares of the Company upon the exercise of up to 15,090,999 common share purchase warrants (exercisable into up to 1,509,999 common shares of the Company) by HCI Consolidated Investments Inc. or its associated or affiliates (collectively, “HCI”). According to the ballots cast, the ordinary resolution was approved by the Shareholders, other than HCI, with the following results:
DISINTERESTED SHAREHOLDER VOTE SUMMARY
| NUMBER OF SHARES |
PERCENTAGE OF VOTES
CAST |
|
| FOR | FOR | AGAINST |
| 12,677,591 | 98.59% | 1.41% |
Following the shareholders meeting, the directors ratified the current officers of the Company for the ensuing year.
This material change report may contain 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. Although the Company believes any forward-looking statements in this material change report are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors. The Company directs readers to the risk factors described in the Company’s Form 20-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.
5.2 Disclosure for Restructuring Transactions
N/A
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
N/A
ITEM 7. OMITTED INFORMATION
N/A
ITEM 8. EXECUTIVE OFFICER
The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following telephone number:
Frank Hallam, CFO
T: (604) 899-5450
ITEM 9. DATE OF REPORT
February 25, 2019