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 month of: December, 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 o 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): o
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): o
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.
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Date: December 9, 2014 |
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“R. Michael Jones” |
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R. MICHAEL JONES |
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DIRECTOR & CEO |
EXHIBIT INDEX
THE FOLLOWING DOCUMENT IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-200824), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED:
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Exhibit |
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Description |
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99.1 |
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Material Change Report dated December 9, 2014 |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
PLATINUM GROUP METALS LTD. (the “Company”)
788 — 550 Burrard Street Vancouver BC, V6C 2B5
Telephone: (604) 899-5450 Facsimile: (604) 484-4710
Item 2 Date of Material Change
December 9, 2014
Item 3 News Release
A news release was disseminated on December 9, 2014 to the Toronto Stock Exchange (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 (the “Commissions”).
Item 4 Summary of Material Change(s)
The Company has entered into a term sheet (the “Term Sheet”) with Sprott Resource Lending Partnership (“Sprott” or the “Lender”) for a Senior Secured Operating Loan Facility (the “Facility”) of up to US$40 million. The Company will use the proceeds of the Facility for the development and operation of the WBJV Project 1. The Facility matures on December 31, 2017.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company has entered into the Term Sheet with Sprott for the Facility of up to US$40 million. The Company will use the proceeds of the Facility for the development and operation of the WBJV Project 1. The Facility matures on December 31, 2017.
The Facility shall be for a maximum principal amount of US$40 million at an interest rate of LIBOR plus 8.50%, compounded and payable monthly. The Company will be obligated to make certain payments to the Lender, including: (a) a bonus payment in the amount of US$1,500,000, being 3.75% of the principal amount of the Facility, payable in common shares of the Company issued at a deemed price per share equal to that in the next public offering of common shares of the Company; (b) a draw down payment to the Lender equal to 2% of the amount being drawn down from time to time under the Facility, payable in common shares issued at a deemed price equal to the volume weighted average trading price of the common shares on the TSX for the ten trading days immediately prior to the draw down request; (c) a structuring fee comprised of a cash payment in the amount of US$100,000, payable concurrently with the execution and delivery of the Term Sheet; and (d) a standby fee payable in cash equal to 4% per annum, post-closing of the un-advanced principal amount of the Facility.
The Facility is planned to be available at the delivery and sale of first commercial concentrate from the WBJV Project 1 targeted for fourth quarter 2015.
Provision of the Facility by the Lender is subject to certain terms and conditions before becoming a commitment, including the completion and implementation of a definitive credit agreement (the “Credit Agreement”), security and other documents, as well as the satisfaction of conditions precedent to be set out in the Credit Agreement, including satisfactory due diligence and the receipt of all applicable approvals, including stock exchange, regulatory, Waterberg partner, South African Reserve Bank and other approvals.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
The following senior officer of the Company is knowledgeable about the material change and may be contacted by the Commissions at the following telephone number:
R. Michael Jones, President & CEO Phone: (604) 899-5450
Item 9 Date of Report
December 9, 2014