0001062993-22-020978.txt : 20221020 0001062993-22-020978.hdr.sgml : 20221020 20221020071243 ACCESSION NUMBER: 0001062993-22-020978 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20221020 FILED AS OF DATE: 20221020 DATE AS OF CHANGE: 20221020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM GROUP METALS LTD CENTRAL INDEX KEY: 0001095052 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33562 FILM NUMBER: 221319754 BUSINESS ADDRESS: STREET 1: SUITE 838-1100 MELVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4A6 BUSINESS PHONE: 6048995450 MAIL ADDRESS: STREET 1: SUITE 838-1100 MELVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4A6 FORMER COMPANY: FORMER CONFORMED NAME: NEW MILLENNIUM METALS CORP DATE OF NAME CHANGE: 19990915 6-K 1 form6k.htm FORM 6-K Platinum Group Metals Ltd.: Form 6-K - Filed by newsfilecorp.com

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: October 2022

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): [ ]


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: October 20, 2022. Frank Hallam
  Chief Executive Officer


EXHIBIT INDEX

EXHIBITS 99.2 AND 99.3 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-265633), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit

Description

   

99.1

News Release dated October 20, 2022

   

99.2

Material Change Report dated October 20, 2022

   

99.3

Consent of Rob van Egmond



EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Platinum Group Metals Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710


News Release

No. 22-458

October 20, 2022


Waterberg Joint Venture Establishes A Pre-Construction
Readiness Program for Waterberg PGM Project

Infill Drilling Program and Definitive Feasibility Study Update Planned

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American) ("Platinum Group", "PTM" or the "Company") reports that Waterberg JV Resources (Pty) Ltd. ("Waterberg JV Co.") has approved in principle a Rand 380 million (approx. US $21.0 million) pre-construction work program (the "Work Program") for the Waterberg Project, focused on early infrastructure, de-risking and project optimization. 

An initial budget for the first R 45 million (approx. US $2.5 million) of the Work Program (the "Initial Budget"), to be spent by March 31, 2023, has been unanimously approved by the board of directors of Waterberg JV Co., which is owned by the Company, Japan Oil, Gas and Metals National Corporation ("JOGMEC"), Hanwa Co. Ltd. ("Hanwa"), Impala Platinum Holdings Ltd. ("Implats"), and Mnombo Wethu Consultants (Pty) Ltd. ("Mnombo").

"The Waterberg JV co-owners are pleased to collaborate on and fund this important and substantial Work Program, which will advance the Waterberg Project," said Platinum Group President and CEO Frank Hallam. "Waterberg JV Co. has laid out an early infrastructure plan intended to significantly de-risk the future construction of the project.  While the Work Program is being executed, we plan to continue seeking a third-party concentrate offtake agreement for Waterberg JV Co. and, as a possible alternative, PTM plans to assess the potential establishment of a new smelter and base metal refinery business, jointly with third party investors, capable of processing Waterberg concentrate." 

The Work Program will focus on project infrastructure including initial road access, water supply, essential site facilities, a first phase accommodation lodge, a site construction power supply from state utility Eskom and advancement of the Waterberg Social & Labour Plan.  An update to the 2019 Waterberg Definitive Feasibility Study ("DFS Update") is also planned, including a review of cut-off grades, mining methods, infrastructure plans, scheduling, concentrate offtake, dry stack tailings, costing and other potential revisions to the project's financial model. 

As a precursor to the DFS Update, an infill drilling program has been approved targeting near surface, modelled Inferred Mineral Resource blocks that have good potential for conversion to higher confidence levels, thereby allowing them to be added to early mine plans, potentially reducing early capital expenditure and the period to first mining.  The infill drill program, budgeted at R 23.0 million (approx. US $1.25 million), is scheduled to commence shortly and is planned to consist of 16 T Zone NQ boreholes and 16 F Zone NQ boreholes.  Mineralized material recovered from the drill program will be assayed and the remaining material will be processed to determine dry-stack tailings characteristics and provide additional concentrate metallurgical data. If dry stack tailings methods are implemented in the DFS Update, it is expected that mine water consumption will be reduced by 40% to 50%.



PLATINUM GROUP METALS LTD.

…2

The Initial Budget for the Work Program will be funded pro rata by the joint venture partners and was coordinated to match fiscal year and budgetary periods for JOGMEC and Hanwa. Subsequent expenditures in accordance with the Work Program are subject to expected approvals for sequential time periods ending on August 31, 2024. 

Today's announcement is another key step on the journey to leveraging the potential of the Waterberg deposit and its prospective positive economic, social, and community impacts. A future construction decision for the Waterberg Project would benefit local stakeholders by offering skilled job opportunities, improved roads, better access to water services, as well as training and education opportunities.

Qualified Person

Qualified Person Rob van Egmond, P.Geo., a consultant geologist to the Company and a former employee, is an independent qualified person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). Mr. van Egmond has reviewed, validated and approved the scientific and technical information contained in this news release and has previously visited the Waterberg Project site.

About Platinum Group Metals Ltd. and the Waterberg Project

The Waterberg Project, discovered in 2011, is a bulk underground platinum and palladium deposit located in South Africa.  Platinum Group Metals Ltd. is the operator of the Waterberg Project, which is owned indirectly by Platinum Group (37.05%), Mnombo Wethu Consultants (Pty) Ltd. ("Mnombo") (26.0%), Impala Platinum Holdings Ltd. (15%), JOGMEC (12.195%), and Hanwa (9.755%) through Waterberg JV Co.  As a result of its equity interest in Mnombo, the Company has an aggregate 50.02% indirect interest in the Waterberg Project. 

On behalf of the Board of

Platinum Group Metals Ltd.

Frank R. Hallam

President, CEO and Director

For further information contact:

 Kris Begic, VP, Corporate Development

 Platinum Group Metals Ltd., Vancouver

 Tel: (604) 899-5450 / Toll Free: (866) 899-5450

 www.platinumgroupmetals.net



PLATINUM GROUP METALS LTD.

…3

Disclosure

The TSX and the NYSE American have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.

This press release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively "forward-looking statements"). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include but are not limited to statements regarding further approvals, completion and potential results of the Work Program and DFS Update, a potential construction decision for the Waterberg Project, a potential offtake agreement or new smelter and base metal refinery, and the potential economic, social and community impacts of the Waterberg Project. Although the Company believes any 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 that the portions of the Work Program subject to the Initial Budget are subject to further approval by the Waterberg JV Co. owners; the timely completion of additional required financings and potential terms thereof; possible adverse impacts due the global outbreak of COVID-19; rising global inflation and increased potential supply chain disruptions, international conflict and other geopolitical tensions and events; the Company's history of losses and negative cash flow; the Company's properties may not be brought into a state of commercial production; uncertainty of estimated production, development plans and cost estimates for the Waterberg Project; 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; fluctuations in the relative values of the U.S. Dollar, the Rand and the Canadian Dollar; volatility in metals prices; the uncertainty of alternative funding sources for Waterberg JV Co.; the Company may become subject to the U.S. Investment Company Act; the failure of the Company or the other shareholders to fund their pro rata share of funding obligations for the Waterberg Project; any disputes or disagreements with the other shareholders of Waterberg JV Co. or Mnombo; the ability of the Company to retain its key management employees and skilled and experienced personnel; conflicts of interest; litigation or other administrative proceedings brought against the Company; actual or alleged breaches of governance processes or instances of fraud, bribery or corruption; exploration, development and mining risks and the inherently dangerous nature of the mining industry, and the risk of inadequate insurance or inability to obtain insurance to cover these risks and other risks and uncertainties; property and mineral title risks including defective title to mineral claims or property; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada and South Africa; equipment shortages and the ability of the Company to acquire necessary access rights and infrastructure for its mineral properties; environmental regulations and the ability to obtain and maintain necessary permits, including environmental authorizations and water use licences; extreme competition in the mineral exploration industry; delays in obtaining, or a failure to obtain, permits necessary for current or future operations or failures to comply with the terms of such permits; risks of doing business in South Africa, including but not limited to, labour, economic and political instability and potential changes to and failures to comply with legislation; the Company's common shares may be delisted from the NYSE American or the TSX if it cannot maintain compliance with the applicable listing requirements; and other risk factors described in the Company's most recent Form 20-F annual report, annual information form and other filings with the U.S Securities and Exchange Commission (the "SEC") and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively. Proposed changes in the mineral law in South Africa if implemented as proposed would have a material adverse effect on the Company's business and potential interest in projects. 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 because of new information, future events or results or otherwise.



PLATINUM GROUP METALS LTD.

…4

The technical and scientific information included herein has been prepared in accordance with NI 43-101 which is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the technical and scientific disclosure requirements of the SEC.  Consequently, the technical and scientific information included herein, including any reference to mineral reserves or mineral resources, may not be comparable to the information that would generally be disclosed by U.S. companies in accordance with the rules of the SEC.


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Platinum Group Metals Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

PLATINUM GROUP METALS LTD. (the "Company", "PTM", or "Platinum Group")
838 - 1100 Melville Street Vancouver BC, V6E 4A6
Telephone: (604) 899-5450

ITEM 2. DATE OF MATERIAL CHANGE

October 20, 2022

ITEM 3. NEWS RELEASE

A news release was disseminated on October 20, 2022 to the Toronto Stock Exchange ("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, Newfoundland, Yukon and Nunavut Securities Commissions.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company announced that that Waterberg JV Resources (Pty) Ltd. ("Waterberg JV Co.") has approved in principle a R380 million (approx. US$21.0 million) pre-construction work program (the "Work Program") for the Waterberg Project, focused on early infrastructure, de-risking and project optimization. 

ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE

5.1 Full Description of Material Change

The Company announced that Waterberg JV Co. has approved in principle the Work Program for the Waterberg Project, focused on early infrastructure, de-risking and project optimization.

An initial budget for the first R45 million (approx. US$2.5 million) of the Work Program (the "Initial Budget"), to be spent by March 31, 2023, has been unanimously approved by the board of directors of Waterberg JV Co., which is owned by the Company, Japan Oil, Gas and Metals National Corporation ("JOGMEC"), Hanwa Co. Ltd. ("Hanwa"), Impala Platinum Holdings Ltd. ("Implats"), and Mnombo Wethu Consultants (Pty) Ltd. ("Mnombo").

"The Waterberg JV co-owners are pleased to collaborate on and fund this important and substantial Work Program, which will advance the Waterberg Project," said Platinum Group President and CEO Frank Hallam. "Waterberg JV Co. has laid out an early infrastructure plan intended to significantly de-risk the future construction of the project.  While the Work Program is being executed, we plan to continue seeking a third-party concentrate offtake agreement for Waterberg JV Co. and, as a possible alternative, PTM plans to assess the potential establishment of a new smelter and base metal refinery business, jointly with third party investors, capable of processing Waterberg concentrate." 

The Work Program will focus on project infrastructure including initial road access, water supply, essential site facilities, a first phase accommodation lodge, a site construction power supply from state utility Eskom and advancement of the Waterberg Social & Labour Plan.  An update to the 2019 Waterberg Definitive Feasibility Study ("DFS Update") is also planned, including a review of cut-off grades, mining methods, infrastructure plans, scheduling, concentrate offtake, dry stack tailings, costing and other potential revisions to the project's financial model. 


2

As a precursor to the DFS Update, an infill drilling program has been approved targeting near surface, modelled Inferred Mineral Resource blocks that have good potential for conversion to higher confidence levels, thereby allowing them to be added to early mine plans, potentially reducing early capital expenditure and the period to first mining.  The infill drill program, budgeted at R 23.0 million (approx. US $1.25 million), is scheduled to commence shortly and is planned to consist of 16 T Zone NQ boreholes and 16 F Zone NQ boreholes.  Mineralized material recovered from the drill program will be assayed and the remaining material will be processed to determine dry-stack tailings characteristics and provide additional concentrate metallurgical data. If dry stack tailings methods are implemented in the DFS Update, it is expected that mine water consumption will be reduced by 40% to 50%.

The Initial Budget for the Work Program will be funded pro rata by the joint venture partners and was coordinated to match fiscal year and budgetary periods for JOGMEC and Hanwa. Subsequent expenditures in accordance with the Work Program are subject to expected approvals for sequential time periods ending on August 31, 2024. 

Today's announcement is another key step on the journey to leveraging the potential of the Waterberg deposit and its prospective positive economic, social, and community impacts. A future construction decision for the Waterberg Project would benefit local stakeholders by offering skilled job opportunities, improved roads, better access to water services, as well as training and education opportunities.

Qualified Person

Qualified Person Rob van Egmond, P.Geo., a consultant geologist to the Company and a former employee, is an independent qualified person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). Mr. van Egmond has reviewed, validated and approved the scientific and technical information contained in this material change report and has previously visited the Waterberg Project site.

Disclosure

The TSX and the NYSE American have not reviewed and do not accept responsibility for the accuracy or adequacy of this material change report, which has been prepared by management.

This material change report contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively "forward-looking statements"). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this material change report include but are not limited to statements regarding further approvals, completion and potential results of the Work Program and DFS Update, a potential construction decision for the Waterberg Project, a potential offtake agreement or new smelter and base metal refinery, and the potential economic, social and community impacts of the Waterberg Project. 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. 


3

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 that the portions of the Work Program subject to the Initial Budget are subject to further approval by the Waterberg JV Co. owners; the timely completion of additional required financings and potential terms thereof; possible adverse impacts due the global outbreak of COVID-19; rising global inflation and increased potential supply chain disruptions, international conflict and other geopolitical tensions and events; the Company's history of losses and negative cash flow; the Company's properties may not be brought into a state of commercial production; uncertainty of estimated production, development plans and cost estimates for the Waterberg Project; 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; fluctuations in the relative values of the U.S. Dollar, the Rand and the Canadian Dollar; volatility in metals prices; the uncertainty of alternative funding sources for Waterberg JV Co.; the Company may become subject to the U.S. Investment Company Act; the failure of the Company or the other shareholders to fund their pro rata share of funding obligations for the Waterberg Project; any disputes or disagreements with the other shareholders of Waterberg JV Co. or Mnombo; the ability of the Company to retain its key management employees and skilled and experienced personnel; conflicts of interest; litigation or other administrative proceedings brought against the Company; actual or alleged breaches of governance processes or instances of fraud, bribery or corruption; exploration, development and mining risks and the inherently dangerous nature of the mining industry, and the risk of inadequate insurance or inability to obtain insurance to cover these risks and other risks and uncertainties; property and mineral title risks including defective title to mineral claims or property; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada and South Africa; equipment shortages and the ability of the Company to acquire necessary access rights and infrastructure for its mineral properties; environmental regulations and the ability to obtain and maintain necessary permits, including environmental authorizations and water use licences; extreme competition in the mineral exploration industry; delays in obtaining, or a failure to obtain, permits necessary for current or future operations or failures to comply with the terms of such permits; risks of doing business in South Africa, including but not limited to, labour, economic and political instability and potential changes to and failures to comply with legislation; the Company's common shares may be delisted from the NYSE American or the TSX if it cannot maintain compliance with the applicable listing requirements; and other risk factors described in the Company's most recent Form 20-F annual report, annual information form and other filings with the U.S Securities and Exchange Commission (the "SEC") and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively. Proposed changes in the mineral law in South Africa if implemented as proposed would have a material adverse effect on the Company's business and potential interest in projects. 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 because of new information, future events or results or otherwise.

The technical and scientific information included herein has been prepared in accordance with NI 43-101 which is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the technical and scientific disclosure requirements of the SEC.  Consequently, the technical and scientific information included herein, including any reference to mineral reserves or mineral resources, may not be comparable to the information that would generally be disclosed by U.S. companies in accordance with the rules of the SEC.


4

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, CEO
T: (604) 899-5450

ITEM 9. DATE OF REPORT

October 20, 2022


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Platinum Group Metals Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

Exhibit 99.3

CONSENT OF EXPERT

The undersigned hereby consents to the inclusion in the Material Change Report (the "MCR") of Platinum Group Metals Ltd. (the "Company") dated October 20, 2022, of references to the undersigned as an independent qualified person and the undersigned's name with respect to the disclosure of technical and scientific information contained in the MCR (the "Technical Information"). The undersigned further consents to the incorporation by reference in the Company's Registration Statement on Form F-10 (File No. 333-265633), as amended and supplemented, filed with the United States Securities and Exchange Commission, of the references to the undersigned's name and the Technical Information in the MCR. 

/s/ Rob van Egmond                  

Rob van Egmond, P.Geo.

Date: October 20, 2022


GRAPHIC 5 exhibit99-1xu001.jpg GRAPHIC begin 644 exhibit99-1xu001.jpg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