to Purchase and Cancel US $20 Million Convertible Notes Vancouver, British Columbia and Johannesburg, South Africa--(Newsfile Corp. - January 20, 2022) - Platinum Group Metals Ltd. (TSX: PTM) (NYSE American: PLG) ("Platinum Group", "PTM" or the "Company") has entered into privately negotiated agreements with the beneficial owners of US $20 million of the Company's 6 7/8% Convertible Senior Subordinated Notes (the "Notes") due July 1, 2022 under which the Company will purchase and cancel the Notes. The Notes were originally sold to institutional investors on June 30, 2017. On the purchase of the Notes, the Company will issue to the holders, on a private placement basis, an aggregate of 11,793,509 Common Shares of the Company in consideration for the principal outstanding balance of the Notes, being a price of approximately US $1.695 per share and the Company will pay accrued and unpaid interest on the Notes in cash. US $12.0 million of the Notes will be purchased from an affiliate of Kopernik Global Investors, LLC. and US $8.0 million of the Notes will be purchased from affiliates of Franklin Templeton Investments (“Franklin”). After giving effect to the purchase and cancellation of the Notes, as of today's date, the Company's debt would be reduced to US $3.0 million.
Franklin is a "related party" of the Company (as defined by Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101")) and the Company is relying on the exemptions from both the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves Franklin, exceeds 25 per cent of the Company's market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing date of the above transactions as it has negotiated the above transactions on an expedited basis.
Closing of the above transactions will be subject to customary closing conditions, including Toronto Stock Exchange ("TSX") and NYSE American approvals and compliance with the terms of the Note indenture. The Common Shares issuable upon the purchase of the Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and in Canada will be subject to a four month restricted period from the issue date of the Common Shares. The Company may rely on the exemption for "Eligible Interlisted Issuers" under Section 602.1 of the TSX Company Manual in connection with the listing of the common shares on the TSX.
About Platinum Group Metals Ltd. and Waterberg Project
Platinum Group Metals Ltd. is the operator of the Waterberg Project, a bulk underground palladium and platinum deposit located in South Africa. The Waterberg Project was discovered by Platinum Group and is being jointly developed with Impala Platinum Holdings Ltd., Mnombo Wethu Consultants (Pty) Ltd., Japan Oil, Gas and Metals National Corporation and Hanwa Co. Ltd.
www.platinumgroupmetals.net
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