Platinum Group Metals Ltd 6-K, filed Jan 14, 2021
Platinum Group Metals Ltd (PLG)
About this 6-K
Platinum Group Metals Ltd filed this 6-K on January 14, 2021.
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: January 2021
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: January 13, 2021 | Frank Hallam |
| Chief Financial Officer |
EXHIBIT INDEX
EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-231964) (THE "REGISTRATION STATEMENT"), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED, AND EXHIBIT 99.3 IS HEREBY INCORPORATED BY REFERENCE AS EXHIBIT TO SUCH REGISTRATION STATEMENT. 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB AND 101.PRE ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRATION STATEMENT.
|
Exhibit |
Description |
|
Condensed Consolidated Interim Financial Statements for the Period Ended November 30, 2020 |
|
|
Management's Discussion and Analysis for the Period Ended November 30, 2020 |
|
Platinum Group Metals Ltd.
Interim Condensed Consolidated Financial Statements
(all amounts in thousands of United States Dollars unless otherwise noted)
For the period ended November 30, 2020
Filed: January 13, 2021
PLATINUM GROUP METALS LTD.
Condensed Consolidated Interim Statements of Financial Position
(in thousands of United States Dollars)
| November 30, 2020 |
August 31, 2020 |
|||||||
| ASSETS | ||||||||
| Current | ||||||||
| Cash | $ | 4,780 | $ | 1,308 | ||||
| ATM Offering proceeds receivable (Note 7) | 1,695 | - | ||||||
| Amounts receivable | 456 | 218 | ||||||
| Prepaid expenses | 302 | 385 | ||||||
| Total current assets | 7,233 | 1,911 | ||||||
| Performance bonds and other assets | 132 | 108 | ||||||
| Exploration and evaluation assets (Note 3) | 38,437 | 34,939 | ||||||
| Right to use asset (leased corporate offices) | 158 | 175 | ||||||
| Property, plant and equipment | 296 | 282 | ||||||
| Total assets | $ | 46,256 | $ | 37,415 | ||||
| LIABILITIES | ||||||||
| Current | ||||||||
| Accounts payable and other liabilities | $ | 790 | $ | 1,412 | ||||
| Bank advisory fees payable (Note 9) | - | 2,890 | ||||||
| Total current liabilities | 790 | 4,302 | ||||||
| Loan payable (Note 5) | 15,961 | 19,337 | ||||||
| Convertible notes (Note 6) | 17,926 | 17,212 | ||||||
| Share based liabilities | 673 | 509 | ||||||
| Lease liability | 181 | 198 | ||||||
| Total liabilities | $ | 35,531 | $ | 41,558 | ||||
| SHAREHOLDERS' EQUITY | ||||||||
| Share capital (Note 7) | $ | 875,840 | $ | 861,890 | ||||
| Contributed surplus | 28,525 | 28,278 | ||||||
| Accumulated other comprehensive loss | (160,974) | (164,124) | ||||||
| Deficit | (748,910) | (746,313) | ||||||
| Total shareholders' deficit attributable to | ||||||||
| shareholders of Platinum Group Metals Ltd. | (5,519) | (20,269) | ||||||
| Non-controlling interest | 16,244 | 16,126 | ||||||
| Total shareholders' equity (deficit) | 10,725 | (4,143) | ||||||
| Total liabilities and shareholders' equity (deficit) | $ | 46,256 | $ | 37,415 | ||||
Going Concern (Note 1)
Contingencies and Commitments (Note 9)
Subsequent Events (Note 12)
Approved by the Board of Directors and authorized for issue on January 13, 2021
|
/s/ Stuart Harshaw |
|
/s/ Diana Walters |
|
Stuart Harshaw, Director |
|
Diana Walters, Director |
The accompanying notes are an integral part of the consolidated financial statements.
PLATINUM GROUP METALS LTD.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(in thousands of United States Dollars except share and per share data)
| Three months ended | |||||||||
| November 30, 2020 |
November 30, 2019 |
||||||||
| Expenses | |||||||||
| General and administrative | $ | 833 | $ | 1,054 | |||||
| Interest | 1,307 | 1,347 | |||||||
| Foreign exchange gain | (99 | ) | (7 | ) | |||||
| Stock compensation expense (Note 7) | 440 | 244 | |||||||
| $ | 2,481 | $ | 2,638 | ||||||
| Other Income |
|||||||||
| Loss (Gain) on fair value derivatives and warrants (Note 6) | $ | 8 | $ | (3,129 | ) | ||||
| Loss on the partial settlement of the Sprott Facility | 99 | - | |||||||
| Net finance income | (24 | ) | (63 | ) | |||||
| Net Loss (Income) for the period | $ | 2,564 | $ | (554 | ) | ||||
| Items that may be subsequently reclassified to net loss: | |||||||||
| Currency translation adjustment | (3,150 | ) | (1,352 | ) | |||||
| Comprehensive income for the period | $ | (586 | ) | $ | (1,906 | ) | |||
| Net Loss (Income) attributable to: | |||||||||
| Shareholders of Platinum Group Metals Ltd. | $ | 2,564 | $ | (554 | ) | ||||
| Non-controlling interests | - | - | |||||||
| $ | 2,564 | $ | (554 | ) | |||||
| Comprehensive income attributable to: | |||||||||
| Shareholders of Platinum Group Metals Ltd. | $ | (586 | ) | $ | (1,906 | ) | |||
| Non-controlling interests | - | - | |||||||
| $ | (586 | ) | $ | (1,906 | ) | ||||
| Basic and diluted loss per common share | $ | 0.04 | $ | (0.01 | ) | ||||
| Weighted average number of common shares outstanding: | |||||||||
| Basic and diluted | 66,548,894 | 58,596,225 | |||||||
The accompanying notes are an integral part of the consolidated financial statements.
PLATINUM GROUP METALS LTD.
Consolidated Interim Statements of Changes in Equity
(in thousands of United States Dollars, except # of Common Shares)
| |
# of Common Shares |
Share Capital |
Contributed Surplus |
Accumulated Other Comprehensive Income (loss) |
Deficit | Attributable to Shareholders of the Parent Company |
Non- Controlling Interest |
Total | ||||||||||||||||
| Balance August 31, 2019 | 58,575,787 | $ | 855,270 | $ | 26,777 | $ | (159,637 | ) | $ | (739,018 | ) | $ | (16,608 | ) | $ | 15,451 | $ | (1,157 | ) | |||||
| Stock based compensation | - | 252 | - | - | 252 | - | 252 | |||||||||||||||||
| Share issuance costs | - | (157 | ) | - | - | - | (157 | ) | - | (157 | ) | |||||||||||||
| Warrants exercised | 28,040 | 55 | - | - | - | 55 | - | 55 | ||||||||||||||||
| Contributions of Waterberg JV Co. | - | - | - | - | (121 | ) | (121 | ) | 459 | 338 | ||||||||||||||
| Foreign currency translation adjustment | - | - | - | 1,352 | - | 1,352 | - | 1,352 | ||||||||||||||||
| Net loss for the period | - | - | - | - | 554 | 554 | - | 554 | ||||||||||||||||
| Balance November 30, 2019 | 58,603,827 | 855,168 | 27,029 | (158,285 | ) | (738,585 | ) | (14,673 | ) | 15,910 | 1,237 | |||||||||||||
| Stock based compensation | - | 1,249 | - | - | 1,249 | - | 1,249 | |||||||||||||||||
| Shares issued for interest on Convertible Notes | 1,043,939 | 1,374 | - | - | - | 1,374 | - | 1,374 | ||||||||||||||||
| Share issuance - financing | 4,447,307 | 5,705 | - | - | - | 5,705 | - | 5,705 | ||||||||||||||||
| Share issuance costs | - | (357 | ) | - | - | - | (357 | ) | - | (357 | ) | |||||||||||||
| Contributions of Waterberg JV Co. | - | - | - | - | (46 | ) | (46 | ) | 216 | 170 | ||||||||||||||
| Foreign currency translation adjustment | - | - | - | (5,839 | ) | - | (5,839 | ) | - | (5,839 | ) | |||||||||||||
| Net loss for the period | - | - | - | - | (7,682 | ) | (7,682 | ) | - | (7,682 | ) | |||||||||||||
| Balance August 31, 2020 | 64,095,073 | 861,890 | 28,278 | (164,124 | ) | (746,313 | ) | (20,269 | ) | 16,126 | (4,143 | ) | ||||||||||||
| Stock based compensation | - | - | 358 | - | - | 358 | - | 358 | ||||||||||||||||
| Restricted Share Units redeemed | 44,568 | 111 | (111 | ) | - | - | - | - | - | |||||||||||||||
| Share issuance - financing | 6,586,976 | 14,431 | - | - | - | 14,431 | - | 14,431 | ||||||||||||||||
| Share issuance costs | - | (592 | ) | - | - | - | (592 | ) | - | (592 | ) | |||||||||||||
| Contributions of Waterberg JV Co. | - | - | - | - | (33 | ) | (33 | ) | 118 | 85 | ||||||||||||||
| Foreign currency translation adjustment | - | - | - | 3,150 | - | 3,150 | - | 3,150 | ||||||||||||||||
| Net loss for the period | - | - | - | - | (2,564 | ) | (2,564 | ) | - | (2,564 | ) | |||||||||||||
| Balance November 30, 2020 | 70,726,617 | $ |
875,840 | $ |
28,525 | $ |
(160,974 | ) | $ |
(748,910 | ) | $ |
(5,519 | ) | $ |
16,244 | $ |
10,725 |
The accompanying notes are an integral part of the consolidated financial statements.
PLATINUM GROUP METALS LTD.
Condensed Consolidated Interim Statements of Cash Flows
(in thousands of United States Dollars)
| For the three months ended | ||||||||
| November 30, 2020 |
November 30, 2019 |
|||||||
| OPERATING ACTIVITIES | ||||||||
| (Loss) Income for the period | $ | (2,564 | ) | $ | 554 | |||
| Add items not affecting cash: | ||||||||
| Depreciation | 30 | 45 | ||||||
| Interest expense | 1,307 | 1,347 | ||||||
| Unrealized foreign exchange gain (loss) | (33 | ) | 18 | |||||
| Gain (Loss) on fair value of convertible debt derivatives and warrants | 8 | (3,129 | ) | |||||
| Loss on partial settlement of Sprott Facility | 99 | - | ||||||
| Stock compensation expense | 440 | 218 | ||||||
| Directors fees paid in deferred share units | 38 | 26 | ||||||
| Net change in non-cash working capital (Note 10) | (852 | ) | (131 | ) | ||||
| $ | (1,527 | ) | (1,052 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Share issuance - warrant exercise | $ | - | $ | 48 | ||||
| Proceeds from issuance of equity | 12,736 | - | ||||||
| Equity issuance costs | (592 | ) | (157 | ) | ||||
| Sprott Facility principal repayments | (3,515 | ) | - | |||||
| Sprott Facility interest paid | (564 | ) | (556 | ) | ||||
| Bank advisory fees paid | (2,890 | ) | - | |||||
| Lease payments made | (22 | ) | (22 | ) | ||||
| Cash received from Waterberg partners | 676 | 206 | ||||||
| 5,829 | (481 | ) | ||||||
| INVESTING ACTIVITIES | ||||||||
| Performance bonds | $ | (17 | ) | $ | 19 | |||
| Waterberg exploration expenditures | (1,032 | ) | (2,821 | ) | ||||
| (1,049 | ) | (2,802 | ) | |||||
| Net increase (decrease) in cash | 3,253 | (4,335 | ) | |||||
| Effect of foreign exchange on cash | 219 | (132 | ) | |||||
| Cash, beginning of period | 1,308 | 5,550 | ||||||
| Cash end of period | $ | 4,780 | $ | 1,083 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise specified except share and per share data)
1. NATURE OF OPERATIONS AND GOING CONCERN
Platinum Group Metals Ltd. (the "Company") is a British Columbia, Canada, company formed by amalgamation on February 18, 2002. The Company's shares are publicly listed on the Toronto Stock Exchange ("TSX") in Canada and the NYSE American LLC ("NYSE American") in the United States (formerly the NYSE MKT LLC). The Company's address is Suite 838-1100 Melville Street, Vancouver, British Columbia, V6E 4A6.
The Company is an exploration and development company conducting work on mineral properties it has staked or acquired by way of option agreements in the Republic of South Africa.
These financial statements consolidate the accounts of the Company and its subsidiaries, excluding Lion Battery Technologies Inc. ("Lion"), which is accounted for using the equity method as the Company jointly controls Lion despite owning the majority of Lion's shares. The Company's subsidiaries, associates and joint ventures (collectively with the Company, the "Group") as at November 30, 2020 are as follows:
|
|
|
Place of |
Proportion of ownership |
|
|
Name of subsidiary |
Principal activity |
November 30, |
August 31, |
|
|
|
|
|
|
|
|
Platinum Group Metals (RSA) (Pty) Ltd. |
Exploration |
South Africa |
100.0% |
100.0% |
|
Mnombo Wethu Consultants (Pty) Limited.1 |
Exploration |
South Africa |
49.9% |
49.9% |
|
Waterberg JV Resources (Pty) Ltd.1,2 |
Exploration |
South Africa |
37.05% |
37.05% |
|
Lion Battery Technologies Inc.3 |
Research |
Canada |
55.00% |
55.00% |
|
|
||||
|
1 The Company controls and consolidates Mnombo Wethu Consultants (Pty) Limited ("Mnombo") and Waterberg JV Resources (Pty) Ltd. ("Waterberg JV Co.") for accounting purposes. 2Effective ownership of Waterberg JV Co. is 63.05% when Mnombo's ownership portion is combined with Platinum Group Metals (RSA) (Pty) Ltd. ("PTM RSA") ownership portion.3Lion Battery Technologies is accounted for using the equity method as the Company jointly controls the investee despite owning the majority of the shares. |
||||
These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards applicable to a going concern which contemplates that the Company will be able to realize its assets and settle its liabilities in the normal course as they come due for the foreseeable future. During the period the Company incurred a loss of $2.6 million, used cash of $1.5 million in operating activities and was indebted $16.5 million pursuant to the Sprott Facility (as defined below) at period end. The Sprott Facility is due August 14, 2021 with the Company holding the option to extend the maturity date by one year in exchange for a payment in common shares or cash of three percent of the outstanding principal amount. Subsequent to period end, the Company closed a $2.5 million private placement and repaid a further $1.25 million on the Sprott Facility. Additional payments/interest are also due on the Company's Convertible Notes (defined below). The Company currently has limited financial resources and has no sources of operating income at present.
In March 2020 the World Health Organization declared the outbreak of COVID-19 Coronavirus a global pandemic. The pandemic and related negative public health developments has adversely affected workforces, economies and financial markets globally, potentially leading to a period of economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the pandemic and its effects on the Company's business or ability to raise funds.
The Company's ability to continue operations in the normal course of business will therefore depend upon its ability to secure additional funding by methods that could include debt refinancing, equity financing, the sale of assets and strategic partnerships. Management believes the Company will be able to secure further funding as required although there can be no assurance that these efforts will be successful. Nonetheless, there exist material uncertainties resulting in substantial doubt as to the ability of the Company to continue to meet its obligations as they come due and hence, the ultimate appropriateness of the use of accounting principles applicable to a going concern.
These condensed consolidated interim financial statements do not include adjustments or disclosures that may result should the Company not be able to continue as a going concern. If the going concern assumption were not appropriate for these consolidated financial statements, then adjustments would be required to the carrying value of assets and liabilities, the expenses, the reported comprehensive loss and balance sheet classifications used that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. These adjustments could be material.
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated unless otherwise stated except share and per share data)
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
These condensed consolidated interim financial statements have been prepared in accordance with the International Accounting Standard 34, Interim Financial Reporting ("IAS 34") using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
The Company's significant accounting policies and critical accounting estimates applied in these interim financial statements are the same as those applied in Note 2 of the Company's annual consolidated financial statements as at and for the year ended August 31, 2020.
Presentation Currency
The Company's presentation currency is the United States Dollar ("USD")
Foreign Exchange Rates Used
Rand/USD
Period end rate: R15.4216 (August 31, 2020 R 16.8916)
3-month period average rate: R16.2444 (November 30, 2019 R14.8490)
CAD/USD
Period end rate: C$1.2965 (August 31, 2020 C$1.3042)
3-month period average rate: C$1.3172 (November 30, 2019 C$1.3222)
3. EXPLORATION AND EVALUATION ASSETS
Since mid-2015, the Company's only active exploration project has been the Waterberg Project located on the North Limb of the Western Bushveld Complex. Total capitalized exploration and evaluation expenditures for all exploration properties held by the Company are as follows:
| Balance, August 31, 2019 | $ | 36,792 | |
| Additions | 2,988 | ||
| Recoveries from 100% Implats funded implementation budget | (1,285 | ) | |
| Foreign exchange movement | (3,556 | ) | |
| Balance, August 31, 2020 | $ | 34,939 | |
| Additions | 538 | ||
| Recoveries from 100% Implats funded implementation budget | (215 | ) | |
| Foreign exchange movement | 3,175 | ||
| Balance November 30, 2020 | $ | 38,437 |
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise specified except share and per share data)
Waterberg Project
At November 30, 2020 the Waterberg Project consisted of granted prospecting rights and an applied for mining right with a combined active project area of 81,329.60 hectares, located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane (formerly Potgietersrus). Of the total project area 22,397.79 hectares are covered by a mining right application filed with the South African Department of Mineral Resources and Energy, Polokwane Regional Office, on September 14, 2018, which filing was accepted and is under consideration. A further 58,931.81 hectares are covered by active prospecting rights. Waterberg JV Co. is currently in process to apply for closure on one prospecting right located north of the known mineralized area, measuring 13,158.92 hectares.
The Waterberg Project comprises the former Waterberg joint venture property and the Waterberg extension property. On August 21, 2017, PTM RSA completed the cession of legal title for all Waterberg Project prospecting rights into Waterberg JV Co. after earlier receiving Section 11 approval of the 2nd Amendment (defined below). On September 21, 2017, Waterberg JV Co. also issued shares to all existing Waterberg partners pro rata to their joint venture interests, resulting in the Company holding a 45.65% direct interest in Waterberg JV Co., the Japan Oil, Gas and Metals National Corporation ("JOGMEC") holding a 28.35% interest and Mnombo, as the Company's Black Economic Empowerment ("BEE") partner, holding 26%.
Implats Transaction
On November 6, 2017, the Company closed a transaction (the "Implats Transaction"), originally announced on October 16, 2017, whereby Impala Platinum Holdings Ltd. ("Implats"):
a) Purchased an aggregate 15.0% equity interest in Waterberg JV Co (the "Initial Purchase") for $30 million. The Company sold an 8.6% interest for $17.2 million and JOGMEC sold a 6.4% interest for $12.8 million. From its $17.2 million in proceeds, the Company committed $5.0 million towards its pro rata share of remaining Definitive Feasibility Study ("DFS") costs, which was held as restricted cash until it was fully spent in October 2018. Implats contributed its 15.0% pro rata share of DFS costs incurred subsequent to the Initial Purchase. Following the Initial Purchase, the Company held a direct 37.05% equity interest, JOGMEC held a 21.95% equity interest and Black Economic Empowerment partner Mnombo maintained a 26.0% equity interest. The Company holds a 49.9% interest in Mnombo, bringing its overall direct and indirect ownership in Waterberg JV Co. to 50.02%.
b) Acquired a right of first refusal to enter into an offtake agreement, on commercial arms-length terms, for the smelting and refining of mineral products from the Waterberg Project ("Offtake ROFR"). JOGMEC or its nominee will retain a right to receive, at market prices, platinum, palladium, rhodium, gold, ruthenium, iridium, copper and nickel in refined mineral products at the volumes produced from the Waterberg Project.
c) Acquired an option (the "Purchase and Development Option") whereby Implats had the right within 90 business days of the completion of the DFS to exercise an option to increase its interest to 50.01% in Waterberg JV Co by committing to purchase an additional 12.195% equity interest in Waterberg JV Co. from JOGMEC for $34.8 million and an expenditure of $130.2 million in development work. The DFS was completed and approved by Waterberg JV Co. on December 5, 2019. As per the February 27, 2020 amendment (see below) this deadline was amended to occur 90 days following the receipt of an executed Mining Right on the Waterberg Project.
d) On February 27, 2020 the Company announced that shareholders of Waterberg JV Co had agreed to amend the Purchase and Development Option effective at February 1, 2020. The Purchase and Development Option was amended to expire 90 calendar days following the receipt of an executed Mining Right for the Waterberg Project. In exchange for this extension Implats agreed to fund 100% of a new implementation budget and work program, effective February 1, 2020, aimed at increasing confidence in specific areas of the DFS. At period end total Waterberg JV Co. expenditures recovered through this work program were $1.5 million.
On June 15, 2020, Implats delivered a formal notice of their election not to exercise their Purchase and Development Option due to increased economic uncertainty and reduced risk appetite in the short, medium and long-term as a result of the COVID-19 pandemic. Implats will retain a 15.0% participating project interest and their Offtake ROFR and the Company will retain a controlling 50.02% direct and indirect interest in the project. Implats continued to be responsible for the costs of an implementation budget and work program, as described above which concluded September 13, 2020. The Company remains the Manager of the Waterberg Project, as directed by the technical committee of the Waterberg JV Co.
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated except share and per share data)
Acquisition and Development of the Waterberg Project
In October 2009, PTM RSA, JOGMEC and Mnombo entered into a joint venture agreement with regard to the Waterberg Project (the "JOGMEC Agreement"). Under the terms of the JOGMEC Agreement, in April 2012, JOGMEC completed a $3.2 million work requirement to earn a 37% interest in the former Waterberg JV property, leaving the Company with a 37% interest and Mnombo with a 26% interest. Following JOGMEC's earn-in, the Company funded Mnombo's 26% share of costs, totalling $1.12 million, until the earn-in phase of the joint venture ended in May 2012.
On November 7, 2011, the Company entered an agreement with Mnombo to acquire 49.9% of the issued and outstanding shares of Mnombo in exchange for a cash payment of R1.2 million and the Company's agreement to pay for Mnombo's 26% share of costs on the Waterberg JV property until the completion of a feasibility study. Mnombo's share of expenditures prior to this agreement, and Mnombo's share of expenditures post DFS, are still owed to the Company ($5.3 million at November 30, 2020). The portion of Mnombo not owned by the Company is accounted for as a non-controlling interest, calculated at $7.1 million at November 30, 2020 ($7.1 million - August 31, 2020).
On May 26, 2015, the Company announced a second amendment (the "2nd Amendment") to the existing JOGMEC Agreement. Under the terms of the 2nd Amendment the Waterberg JV and Waterberg Extension properties are to be combined and contributed into the newly created operating company Waterberg JV Co. On August 3, 2017, the Company received Section 11 transfer approval from the South African Department of Mineral Resources ("DMR") and title to all the Waterberg prospecting rights held by the Company were ceded into Waterberg JV Co. on September 21, 2017.
Under the 2nd Amendment, JOGMEC committed to fund $20 million in expenditures over a three-year period ending March 31, 2018. This requirement was completed by $8 million in funding from JOGMEC to March 31, 2016, followed by two $6 million tranches funded by JOGMEC in each of the following two 12-month periods ending March 31, 2018.
To November 30, 2020 an aggregate total of $76.2 million has been funded by all parties on exploration and engineering on the Waterberg Project. Up until the Waterberg property was transferred to Waterberg JV Company, all costs incurred by other parties were treated as cost recoveries by the Company.
4. LION BATTERY TECHNOLOGIES INC.
On July 12, 2019 the Company and Anglo American Platinum Limited ("Amplats") entered into agreements to launch Lion as a new venture. Lion was incorporated on June 17, 2019 to research new lithium battery technology utilizing platinum and palladium. The Company received 400,000 common shares of Lion, valued at a price of $0.01 per share, as the original founder of Lion. Both the Company and Amplats are to equally invest up to an aggregate of $4.0 million into Lion, of which approximately $1.0 million would be for general and administrative expenses and the commercialization of the technology developed, subject to certain conditions. All funding into Lion by the Company or Amplats is to be in exchange for preferred shares of Lion at a price of $0.50 per share over an approximate three to four year period.
On July 12, 2019 the Company and Amplats each invested $550 as a first tranche of funding into Lion in exchange for 1,100,000 Lion preferred shares each at a price of $0.50 per share. In June 2020 the Company and Amplats each invested $350 as a second tranche of funding in exchange for 700,000 Lion preferred shares at a price of $0.50 per share. Amplats and the Company are in process to approve and equally invest in a third tranche of funding to Lion in January 2021 for an aggregate amount of $0.70 million in exchange for 700,000 Lion preferred shares at a price of $0.50 per share, of which $667 is to be provided by Lion to FIU (defined below) for continued research. At November 30, 2020 the Company owned a 55% interest in Lion.
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated except share and per share data)
On July 12, 2019 Lion entered into a Sponsored Research Agreement ("SRA") with Florida International University ("FIU") to fund a $3.0 million research program over approximately three years.
Research work commenced at FIU during September 2019. During calendar 2020 FIU completed the first milestone research requirements pursuant to the SRA, which triggered the second tranche of funding to Lion in August 2020 for an aggregate amount of $700, of which $667 was provided by Lion to FIU for continued research.
On August 4, 2020 the U.S. Patent and Trademark Office issued Patent No. 10,734,636 B2 entitled “Battery Cathodes for Improved Stability” to FIU. The patent includes the use of platinum group metals and carbon nanotubes and other innovations in a lithium battery. A second patent related to this was issued in December 2020. Further patents are currently applied for. Under the SRA, Lion Battery has exclusive rights to all intellectual property being developed by FIU including patents granted. Lion is also reviewing several additional and complementary opportunities focused on developing next-generation battery technology using platinum and palladium.
The Company accounts for Lion using equity accounting as Lion is jointly controlled with Amplats. Lion pays a fee of $3 per month to the Company for general and administrative services.
5. SPROTT LOAN
On August 15, 2019 the Company announced it had entered into a credit agreement with Sprott Private Resource Lending II (Collector), LP ("Sprott") and other lenders party thereto (the "Sprott Lenders") pursuant to which the Sprott Lenders advanced $20.0 million principal senior secured credit facility ("Sprott Facility"). The loan was immediately drawn and is due August 14, 2021, with the Company holding the option to extend the maturity date by one year in exchange for a payment in common shares or cash of three percent of the outstanding principal amount. All amounts outstanding are charged interest of 11% per annum compounded monthly. During the period principal payments of $3,515 were paid to Sprott. Subsequent to the end of the period a further $1,250 (Note 12) of principal was repaid to Sprott, bring the principal balance due down to $15,235. Interest payments are made monthly with interest of $541 having been paid to Sprott during the period ended November 30, 2020 (November 30, 2019 - $556).
The Company is required to maintain certain minimum working capital and cash balances under the Sprott Facility and is in compliance with these covenants at period end. The balance is classified as long term and disclosed as such in the statement of financial position as the Company has the right to defer the payment.
All fees directly attributable to the Sprott Facility are recorded against the loan balance and amortized using the effective interest method over the life of the loan. In connection with the advance the Company issued Sprott 800,000 common shares worth $1,000. Effective interest of $597 was recognized during the period ended November 30, 2020 (November 30, 2019 - $693).
6. CONVERTIBLE NOTES
On June 30, 2017, the Company closed a private placement of $20 million aggregate principal amount of convertible senior subordinated notes ("Convertible Notes") due 2022. The Convertible Notes bear interest at a rate of 6 7/8% per annum, payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2018, in cash or at the election of the Company, in common shares of the Company or a combination of cash and common shares, and will mature on July 1, 2022, unless earlier repurchased, redeemed or converted. An additional interest charge of 0.25% for the period January 1, 2018 to March 31, 2018, plus a further 0.25% for the period April 1, 2018 to July 1, 2018, was added to the coupon rate of the Convertible Notes at the Company's election to not file a prospectus and a registration statement for the Convertible Notes with Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission. After July 1, 2018, at which time the Convertible Notes became freely tradable by holders other than affiliates, the Convertible Notes once again bear interest at the coupon rate of 6 7/8% per annum.
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated except share and per share data)
Upon maturity the Convertible Notes are to be settled by the Company in cash. The Convertible Notes are convertible at any time prior to maturity at the option of the holder, and conversion may be settled, at the Company's election, in cash, common shares, or a combination of cash and common shares. The initial conversion rate of the Convertible Notes was 1,001.1112 common shares per $1.0 thousand principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.9989 per common share, representing a conversion premium of approximately 15% above the NYSE American closing sale price for the Company's common shares of $0.8686 per share on June 27, 2017. After giving effect to the December 13, 2018 share consolidation, the conversion rate is 100.1111 per US$1.0 thousand which is equivalent to a conversion price of approximately $9.989 per common share.
The Convertible Notes contain multiple embedded derivatives (the "Convertible Note Derivatives") relating to the conversion and redemption options. The Convertible Note Derivatives were valued upon initial recognition at fair value using partial differential equation methods at $5.381 million (see below). At inception, the debt portion of the Convertible Notes were reduced by the estimated fair value of the Convertible Note Derivatives of $5.381 million and transaction costs relating to the Convertible Notes of $1.049 million resulting in an opening balance of $13.570 million. The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method.
On January 2, 2018, the Company issued 244,063 common shares in settlement of $0.691 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
On July 3, 2018, the Company issued 757,924 common shares in settlement of $0.724 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
On January 2, 2019 the Company issued 545,721 common shares in settlement of $0.687 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
On July 1, 2019 the Company paid $0.687 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
On January 2, 2020 the Company issued 517,468 common shares in settlement of $0.687 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
On July 2, 2020 the Company issued 526,471 common shares in settlement of $0.687 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
On January 2, 2021 the Company paid $0.687 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
Due to a limitation on conversion contained in the indenture governing the Convertible Notes, dated June 30, 2017 between the Company and The Bank of New York Mellon, no more than 2,954,278 common shares, being 19.9% of the number of common shares outstanding on June 30, 2017, may be issued in settlement of interest payments or conversions. A total of 361,312 common shares currently remain as potentially issuable in settlement of future interest payments or conversions.
The components of the Convertible Notes are as follows:
| Convertible Note balance August 31, 2019 | $ | 16,075 | |
| Interest payments | (1,374 | ) | |
| Accretion and interest incurred during the year | 2,668 | ||
| Gain on embedded derivatives during the year ended August 31, 2020 | (157 | ) | |
| Convertible Note balance August 31, 2020 | $ | 17,212 | |
| Accretion and interest incurred during the period | 706 | ||
| Loss on embedded derivatives during the quarter ended November 30, 2020 | 8 | ||
| Convertible Note balance November 30, 2020 | $ | 17,926 |
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated except share and per share data)
Embedded Derivatives
The Convertible Note Derivatives were valued upon initial recognition at a fair value of $5.381 million using partial differential equation methods and are subsequently re-measured at fair value at each period-end through the consolidated statement of net loss and comprehensive loss. The fair value of the Convertible Note Derivatives was measured at $48 at November 30, 2020 and $40 at August 31, 2020 resulting in a loss of $8 for the period.
7. SHARE CAPITAL
(a) Authorized
Unlimited common shares without par value.
(b) Issued and outstanding
At November 30, 2020, the Company had 70,726,617 shares outstanding, including 705,500 shares sold for net proceeds of $1.695 million on or before November 30, 2020 and issued December 1 and 2, 2020, pursuant to an at-the-market offering ("ATM Offering") governed by the terms of an equity distribution agreement with BMO Capital Markets.
Fiscal 2021
On November 30, 2020 the Company announced the completion of an ATM Offering, selling an aggregate of 5,440,186 common shares at an average price of US$2.21 for gross proceeds of $12.0 million. Of these amounts, 705,500 common shares for gross proceeds of $1.74 million were not settled until December 2020. Total fees and expenses of $592 were incurred on the ATM Offering, including brokerage fees of $300.
On October 15, 2020 the Company closed a non-brokered private placement for 1,146,790 common shares at a price of US$2.18 each for gross proceeds of $2.5 million. All shares were subscribed for by Deepkloof Limited ("Deepkloof"), a subsidiary of existing major shareholder Hosken Consolidated Investments Limited ("HCI"), maintaining HCI's ownership in the Company at approximately 31%.
On December 8, 2020 the Company closed a non-brokered private placement with Deepkloof for 1,121,076 common shares at a price of US$2.23 each for gross proceeds of $2.5 million maintaining HCI's ownership in the Company at approximately 31%.
Fiscal 2020
On June 17, 2020 the Company closed a non-brokered private placement for 1,221,500 common shares at a price of US$1.40 each for gross proceeds of $1.7 million, of which 500,000 common shares were subscribed for by HCI, bringing HCI's ownership in the Company to approximately 31.59%. A 6% finders fee in the amount of $38 was paid on a portion of this private placement.
On December 19, 2019 the Company closed a non-brokered private placement for 3,225,807 common shares at a price of US$1.24 each for gross proceeds of $4.0 million, of which 1,612,931 common shares were subscribed for by Deepkloof on behalf of HCI. A 6% finders fee in the amount of $54 was paid on a portion of this private placement.
During fiscal 2020 the Company issued 28,040 shares upon the exercise of 28,040 warrants.
On January 2, 2020, the Company issued 517,468 shares in settlement of $0.687 million of bi-annual interest payable on $19.99 million outstanding on the Convertible Notes.
On July 2, 2020 the Company issued 526,471 common shares in settlement of $0.687 million of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated except share and per share data)
(c) Incentive stock options
The Company has entered into Incentive Stock Option Agreements under the terms of its share compensation plan with directors, officers, consultants and employees. Under the terms of the stock option agreements, the exercise price of each option is set, at a minimum, at the fair value of the common shares at the date of grant. Stock options of the Company are subject to vesting provisions. All exercise prices are denominated in Canadian Dollars.
The following tables summarize the Company's outstanding stock options:
|
|
Number of Shares |
Average Exercise Price in CAD |
|
Options outstanding at August 31, 2019 |
1,554,000 |
$ 2.61 |
|
Granted |
1,628,500 |
$ 1.81 |
|
Options outstanding at August 31, 2020 |
3,182,500 |
$ 2.20 |
|
Options outstanding at November 30, 2020 |
3,182,500 |
$ 2.20 |
|
Number Outstanding at November 30, 2020 |
Number Exercisable at November 30, 2020 |
Exercise Price in CAD |
Average Remaining Contractual Life (Years) |
|
|
1,554,000 |
518,000 |
$ |
2.61 |
3.36 |
|
1,628,500 |
- |
$ |
1.81 |
4.01 |
|
3,182,500 |
518,000 |
|
|
3.69 |
During the period ended November 30, 2020 the Company did not grant or cancel any options. During the year ended August 31, 2020 the Company granted 1,628,500 stock options. The stock options granted during the year vest in three tranches on the first, second and third anniversary of their grant. The Company recorded $280 ($253 expensed and $27 capitalized to mineral properties) of compensation expense during the period ended November 30, 2020 ($730, $638 expensed and $92 capitalized November 30, 2019).
(d) Deferred Share Units
The Company has established a DSU plan for non-executive directors. Each DSU has the same value as one Company common share. DSU's must be retained until the director leaves the Board of Directors, at which time the DSU's are paid.
The DSU liability at November 30, 2020 was $673. During the period ended November 30, 2020 an expense of $159 was recorded in relation to the outstanding DSUs (November 30, 2019 - $55), with $121 recorded as share-based compensation (November 30, 2019, $27) and $38 recorded as director fees (November 30, 2019, $28). At November 30, 2020, 499,070 DSUs had been issued and 181,149 DSU's had vested.
(e) Restricted Share Units
The Company has established an RSU plan for certain employees of the Company. Each RSU represents the right to receive one Company common share following the attainment of vesting criteria determined at the time of the award. RSU's vest over a three year period.
The RSU liability at November 30, 2020 was $413. During the period ended November 30, 2020 an expense of $78 was recorded ($67 expensed and $11 capitalized) in relation to the outstanding RSUs, (November 30, 2019 $64, $54 expensed, $10 capitalized). During the period, 44,568 RSU’s were settled. At November 30, 2020, 410,614 RSU’s were issued and outstanding, with 16,719 of these being vested.
8. RELATED PARTY TRANSACTIONS
All amounts receivable and amounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment. Transactions with related parties are in the normal course of business and are recorded at consideration established and agreed to by the parties. Transactions with related parties are as follows:
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise specified except share and per share data)
(a) During the period ended November 30, 2020 $63 ($57 - November 30, 2019) was paid or accrued to independent directors for directors' fees and services.
(b) During the period ended November 30, 2020, the Company paid or accrued payments of $14 ($13 - November 30, 2019) from West Vault Mining Inc., a company with two directors in common, for accounting and administrative services.
(c) In May of 2018, Deepkloof made a strategic investment in the Company by way of participation in a public offering and a private placement. Through the terms of the May 2018 private placement HCI acquired a right to nominate one person to the board of directors of the Company and a right to participate in future equity financings of the Company to maintain its pro-rata interest. HCI has exercised its right to nominate one person to the board of directors. A summary of HCI's share acquisitions form the Company follows:
|
Common Shares Acquired from the Company by HCI |
||||
|
Date |
Placee |
Shares |
Price USD |
Acquisition Method |
|
May 2018 |
Deepkloof |
2,490,900 |
$1.50 |
Prospectus Offering |
|
May 2018 |
Deepkloof |
1,509,099 |
$1.50 |
Private Placement |
|
February 2019 |
Deepkloof |
2,141,942 |
$1.33 |
Private Placement |
|
April 2019 |
Deepkloof |
177,000 |
$1.70 |
Exercise of Warrants |
|
June 2019 |
Deepkloof |
80,000 |
$1.70 |
Exercise of Warrants |
|
June 2019 |
Deepkloof |
1,111,111 |
$1.17 |
Private Placement |
|
August 2019 |
Deepkloof |
6,940,000 |
$1.32 |
Private Placement |
|
August 2019 |
Deepkloof |
2,856,000 |
$1.25 |
Prospectus Offering |
|
December 2019 |
Deepkloof |
1,612,931 |
$1.24 |
Private Placement |
|
June 2020 |
Deepkloof |
500,000 |
$1.40 |
Private Placement |
|
October 2020 |
Deepkloof |
1,146,790 |
$2.18 |
Private Placement |
|
December 2020 |
Deepkloof |
1,121,076 |
$2.23 |
Private Placement |
|
|
|
21,686,849 |
|
|
During 2018 and 2019 HCI also acquired 663,004 shares of the Company in the public market. At November 30, 2020 HCI's total ownership interest in the Company was 21,228,777 common shares, for approximately a 30.0% interest in the Company. Following Deepkloof's December 2020 private placement, HCI owned 22,349,853 Common shares of the Company, for approximately a 31.0% interest.
9. CONTINGENCIES AND COMMITMENTS
The Company's remaining minimum payments under its office and equipment lease agreements in Canada and South Africa total approximately $305 to March 2022.
From period end the Company's aggregate commitments are as follows:
| Payments Due by Year | |||||||||||||||
| < 1 Year | 1 - 3 Years | 4 - 5 Years | > 5 Years | Total | |||||||||||
| Lease Obligations | $ | 104 | $ | 179 | $ | 22 | $ | - | $ | 305 | |||||
| Convertible Notes (Note 6)1 | 1,374 | 21,364 | - | - | 22,738 | ||||||||||
| Sprott Facility (Note 5)1,2 | 17,810 | - | - | - | 17,810 | ||||||||||
| Totals | $ | 19,288 | $ | 21,543 | $ | 22 | $ | - | $ | 40,853 | |||||
1 Includes unamortized deferred finance fees.
2The Company has the right to defer payment for one year
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated except share and per share data)
Bank Advisory Fees Payable
There were certain deferred bank advisory fees related to the Maseve Sale Transaction and the Implats Transaction that became payable as soon as practicable after the Company repaid a $40 million secured loan facility due to LMM (the "LMM Facility"). The outstanding fee amount payable of $2.89 million was reclassified to current liabilities after repayment of the LMM Facility on August 21, 2019. During the period, the Company paid the deferred bank advisory fees in full.
Africa Wide Legal Action
In April 2018 the Company completed a transaction whereby Maseve Investments 11 (Pty) Ltd. ("Maseve") was acquired (the "Maseve Sale Transaction") by Royal Bafokeng Platinum Ltd. ("RBPlats"). Maseve owned and operated the Maseve Mine. In September 2018 the Company reported receipt of a summons issued by Africa Wide Mineral Prospecting and Exploration Proprietary Limited ("Africa Wide") whereby Africa Wide instituted legal proceedings in South Africa against PTM RSA, RBPlats and Maseve in relation to the Maseve Sale Transaction. Africa Wide held 17.1% of the shares in Maseve prior to completion of the Maseve Sale Transaction. Africa Wide is seeking, at this late date, to set aside or be paid increased value for, the closed Maseve Sale Transaction. RBPlats consulted with senior counsel, both during the negotiation of the Maseve Sale Transaction and in regard to the current Africa Wide legal proceedings. The Company has received legal advice to the effect that the Africa Wide action, as issued, is ill-conceived and is factually and legally defective. Various statements and documents are expected to be filed during calendar 2021 and a provisional trial date has been allocated for the period October 4 to October 12, 2021.
10. SUPPLEMENTARY CASH FLOW INFORMATION
Net change in non-cash working capital:
| Period ended | November 30, 2020 |
November 30, 2019 |
|||||
| Amounts receivable, prepaid expenses and other assets | $ | (146 | ) | $ | 87 | ||
| Accounts payable and other liabilities | (706 | ) | (218 | ) | |||
| $ | (852 | ) | $ | (131 | ) | ||
11. SEGMENTED REPORTING
Segmented information is provided on the basis of geographical segments as the Company manages its business and exploration activities through geographical regions - Canada and South Africa. The Chief Operating Decision Makers ("CODM") reviews information from the below segments separately so the below segments are separated. This represents a change from prior years and comparative information has been represented to reflect the way the CODM currently reviews the information
The Company evaluates performance of its operating and reportable segments as noted in the following table:
|
At November 30, 2020 |
|
Assets |
Liabilities |
|
|
|
|
|
|
|
|
Canada |
$ |
5,730 |
$ |
35,086 |
|
South Africa |
|
40,526 |
|
445 |
|
|
$ |
46,256 |
$ |
35,531 |
PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
(in thousands of United States Dollars unless otherwise stated except share and per share data)
| At August 31, 2020 | Assets | Liabilities | ||||
| Canada | $ | 2,101 | $ | 40,922 | ||
| South Africa | 35,314 | 636 | ||||
| $ | 37,415 | $ | 41,558 | |||
| Comprehensive Loss (Income) for the period ended |
November 30, 2020 |
November 30, 2019 |
||||
| Canada | $ | 3,090 | $ | 340 | ||
| South Africa | (3,676 | ) | (2,246 | ) | ||
| $ | (586 | ) | $ | (1,906 | ) | |
12. SUBSEQUENT EVENTS
On December 8, 2020 the Company announced the closing of a non-brokered private placement with HCI. An aggregate of 1,121,076 shares were issued for US$2.23 per share resulting in gross proceeds of $2.5 million to the Company. Closing the private placement allowed the HCI to maintain approximately a 31% interest in the Company. Pricing for this private placement was set to be consistent with the Company's ATM Offering completed on November 30, 2020. From the proceeds an amount of $1.25 million was used as a partial repayment of principal due pursuant to the Sprott Facility, reducing the principal amount outstanding to $15.235 million.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
Platinum Group Metals Ltd.
(An Exploration and Development Stage Company)
Supplementary Information and Management's Discussion and Analysis
For the period ended November 30, 2020
This Management's Discussion and Analysis is prepared as of January 13, 2021
A copy of this report will be provided to any shareholder who requests it.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
MANAGEMENT'S DISCUSSION AND ANALYSIS
This management's discussion and analysis ("MD&A") of Platinum Group Metals Ltd. ("Platinum Group", the "Company" or "PTM") is dated as of January 13, 2021 and focuses on the Company's financial condition cash flows and results of operations as at and for the period ended November 30, 2020. This MD&A should be read in conjunction with the Company's condensed consolidated interim financial statements for the period ended November 30, 2020 together with the notes thereto (the "Financial Statements").
The Company prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. All dollar figures included therein and in the following MD&A are quoted in United States Dollars unless otherwise noted. All references to "U.S. Dollars", "$" or to "US$" are to United States Dollars. All references to "C$" are to Canadian Dollars. All references to "R" or to "Rand" are to South African Rand. The Company uses the U.S. Dollar as its presentation currency.
PRELIMINARY NOTES
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This MD&A and the documents incorporated by reference herein contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "Forward-Looking Statements"). All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might occur in the future are Forward-Looking Statements. The words "expect", "anticipate", "estimate", "may", "could", "might", "will", "would", "should", "intend", "believe", "target", "budget", "plan", "strategy", "goals", "objectives", "projection" or the negative of any of these words and similar expressions are intended to identify Forward-Looking Statements, although these words may not be present in all Forward-Looking Statements. Forward-Looking Statements included or incorporated by reference in this MD&A may include, without limitation, statements related to:
• the timely completion of additional required financings and potential terms thereof;
• the repayment, and compliance with the terms of, indebtedness;
• the completion of appropriate contractual smelting and/or refining arrangements with Implats (defined below) or another third-party smelter/refiner;
• the projections set forth or incorporated into, or derived from, the DFS Technical Report (as defined below), including, without limitation, estimates of mineral resources and mineral reserves, and projections relating to future prices of metals, commodities and supplies, currency rates, capital and operating expenses, production rate, grade, recovery and return, and other technical, operational and financial forecasts;
• the approval of a mining right or water use licence for, and other developments related to, a deposit area discovered by the Company on the Waterberg property (the "Waterberg Project") located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane (formerly Potgietersrus);
• the impacts of COVID-19 on our operations
• the adequacy of capital, financing needs and the availability of and potential for obtaining further capital;
• revenue, cash flow and cost estimates and assumptions;
• future events or future performance;
• development of next generation battery technology by the Company's new battery technology joint venture (described below);
• governmental and securities exchange laws, rules, regulations, orders, consents, decrees, provisions, charters, frameworks, schemes and regimes, including interpretations of and compliance with the same;
• developments in South African politics and laws relating to the mining industry;
• anticipated exploration, development, construction, production, permitting and other activities on the Company's properties;
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
• project economics;
• the identification of several large-scale water basins that could provide mine process and potable water for the Waterberg Project and local communities;
• the Company's expectations with respect to the outcomes of litigation; and
• potential changes in the ownership structures of the Company's projects.
Forward-Looking Statements are subject to a number of risks and uncertainties that may cause the actual events or results to differ materially from those discussed in the Forward-Looking Statements, and even if events or results discussed in the Forward-Looking Statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things:
• the inability of the Company to generate sufficient additional cash flow or raise sufficient additional capital to make payment on its indebtedness under the Sprott Facility (defined below) and the Notes (defined below), and to comply with the terms of such indebtedness, and the restrictions imposed by such indebtedness;
• the Company's additional financing requirements;
• the Company's $20.0 million initial principal secured credit facility, as amended, (the "Sprott Facility") (which has an outstanding principal balance of $15.235 million as of the date of this MD&A) with Sprott Private Resource Lending II (Collector), LP ("Sprott") and the other lenders party thereto (the "Sprott Lenders") is, and any new indebtedness may be, secured and the Company has pledged its shares of Platinum Group Metals (RSA) Proprietary Limited, the Company's wholly owned subsidiary located in South Africa ("PTM RSA"), and PTM RSA has pledged its shares of Waterberg JV Resources Proprietary Limited ("Waterberg JV Co.") and Mnombo Wethu Consultants (Pty) Ltd., a South African Broad-Based Black Economic Empowerment company ("Mnombo") to the Sprott Lenders under the Sprott Facility, which potentially could result in the loss of the Company's interest in PTM RSA and the Waterberg Project, in the event of a default under the Sprott Facility or any new secured indebtedness;
• the Company's history of losses and expectation that the Company will continue to incur losses;
• the Company's negative cash flow;
• the Company's ability to continue as a going concern;
• uncertainty of estimated production, development plans and cost estimates for the Waterberg Project;
• the Company's ability to bring properties into a state of commercial production;
• the potential impact of COVID-19 on the Company;
• 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 possibility that the Company may become subject to the United States Investment Company Act of 1940, as amended;
• Impala Platinum Holdings Ltd. ("Implats") or another third party may not enter into appropriate contractual smelting and/or refining arrangements with Waterberg JV Co.;
• the failure of the Company or the other shareholders of Waterberg JV Co. to fund their pro rata share of funding obligations for the Waterberg Project;
• any disputes or disagreements with the Company's other shareholders of Waterberg JV Co. or Mnombo;
• the Company is subject to assessment by various taxation authorities, who may interpret tax legislation in a manner different from the Company, which may negatively affect the final amount or the timing of the payment or refund of taxes;
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
• the inability of Waterberg JV Co. to obtain the mining right for the Waterberg Project for which it has applied;
• the Company's ability to procure the services of experienced personnel;
• contractor performance and delivery of services, changes in contractors or their scope of work or any disputes with contractors;
• conflicts of interest among the Company's officers and directors;
• any designation of the Company as a "passive foreign investment company" and potential adverse U.S. federal income tax consequences for U.S. shareholders;
• "non-accelerated filer" status and the reduced disclosure requirements may make securities less attractive to investors;
• litigation or other legal or administrative proceedings brought against the Company, including the current litigation brought by Africa Wide Mineral Prospecting and Exploration (Pty) Limited ("Africa Wide"), the former 17.1% shareholder of Maseve Investments 11 Proprietary Limited ("Maseve");
• 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, including environmental hazards, industrial accidents, unusual or unexpected formations, safety stoppages (whether voluntary or regulatory), pressures, mine collapses, cave ins or flooding 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, South Africa or other countries in which the Company does or may carry out business in the future;
• equipment shortages and the ability of the Company to acquire the 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;
• any adverse decision in respect of the Company's mineral rights and projects in South Africa under the Mineral and Petroleum Resources Development Act of 2002 (the "MPRDA");
• 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 failure to maintain or increase equity participation by historically disadvantaged South Africans in the Company's prospecting and mining operations and to otherwise comply with the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, 2018 ("Mining Charter 2018");
• certain potential adverse Canadian tax consequences for foreign-controlled Canadian companies that acquire the common shares;
• the risk that the common shares may be delisted;
• volatility in the price of the common shares;
• possible dilution to holders of common Shares upon the exercise or conversion of any outstanding stock options, warrants or the Notes, as applicable;
• global financial conditions; and
• other risks disclosed under the heading "Risk Factors" in this MD&A and in our 2020 20-F (defined below).
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
These factors should be considered carefully, and investors should not place undue reliance on the Company's Forward-Looking Statements. In addition, although the Company has attempted to identify important factors that could cause actual actions or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions or results not to be as anticipated, estimated or intended.
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 as a result of new information, future events or results or otherwise.
LEGISLATION AND MINING CHARTER
The MPRDA, the Mining Charter 2018 and related regulations in South Africa require that Waterberg JV Co.'s Black Economic Empowerment ("BEE") shareholders own a 26% equity interest in Waterberg JV Co. to qualify for the grant of a mining right. Within 5 years of the effective date of the mining right, this BEE shareholding must be increased to 30%. The Department of Mineral Resources and Energy ("DMR") had obtained an exemption from applying the Generic BEE Codes under the BEE Act until October 31, 2016 and had applied for a further extension until December 31, 2016. While this exemption was extended to December 31, 2016, no further exemption was obtained thereafter, and, as a matter of law, the Generic BEE Codes now apply to the issuance and maintenance of licenses and other authorizations. As a matter of practice, the DMR has continued to apply the provisions of Mining Charter 2018 rather than the Generic BEE Codes.
For a comprehensive discussion of Mining Charter 2018, please refer to the section entitled "Risk Factors" in the Company's annual report on Form 20-F for the year ended August 31, 2020 (the "2020 20-F"), which was also filed as the Company's Annual Information Form ("AIF") for the year ended August 31, 2020, as well as in the documents incorporated by reference therein. The 2020 20-F may be found on EDGAR at www.sec.gov and the AIF may be found on SEDAR at www.sedar.com.
MINERAL RESERVES AND RESOURCES
The mineral resource and mineral reserve figures referred to in this MD&A and the documents incorporated herein by reference are estimates and no assurances can be given that the indicated levels of platinum, palladium, rhodium and gold (collectively referred to as "4E", or "PGEs") will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource and mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.
NOTE TO U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES:
Estimates of mineralization and other technical information included or incorporated by reference herein have been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7 ("Guide 7") of the U.S. Securities and Exchange Commission (the "SEC"). Under Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. As a result, the reserves reported by the Company in accordance with NI 43-101 may not qualify as "reserves" under Guide 7 standards. In addition, the terms "mineral resource," "measured mineral resource," "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under Guide 7 and have not historically been permitted to be used in reports and registration statements filed with the SEC subject to Guide 7. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities laws, estimates of inferred mineral resources may not form the basis of feasibility or prefeasibility studies, except in rare cases. Additionally, disclosure of "contained ounces" in a resource is permitted disclosure under Canadian securities laws; however, Guide 7 normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measurements. Accordingly, information contained in this MD&A and the documents incorporated by reference herein containing descriptions of the Company's mineral deposits may not be comparable to similar information made public by U.S. companies subject to Guide 7. The Company has not disclosed or determined any mineral reserves under the current SEC Industry Guide 7 standards in respect of any of its properties.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
On October 31, 2018, the SEC adopted a final rule ("New Final Rule") that will replace Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards, including NI 43-101. The Company is not currently required to, nor does it, comply with the New Final Rule.
TECHNICAL AND SCIENTIFIC INFORMATION:
The technical and scientific information contained in this MD&A, including, but not limited to, all references to and descriptions of technical reports and studies included in this MD&A, has been reviewed and approved by R. Michael Jones, P.Eng, President and Chief Executive Officer and a director of the Company. Mr. Jones is a non-independent "qualified person" as defined in NI 43-101 (a "Qualified Person").
NON-GAAP MEASURES:
This MD&A may include certain terms or performance measures commonly used in the mining industry that are not defined under IFRS as issued by the International Accounting Standards Board, which is incorporated in the CPA Canada Handbook. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Any such non-GAAP measures should be read in conjunction with our financial statements.
1. DESCRIPTION OF BUSINESS
OVERVIEW
Platinum Group Metals Ltd. is a British Columbia, Canada, company formed on February 18, 2002 pursuant to an order of the Supreme Court of British Columbia approving an amalgamation between Platinum Group Metals Ltd. and New Millennium Metals Corporation. The Company is a palladium and platinum focused exploration and development company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa.
The Company's main business is currently focused on the exploration and development engineering of the Waterberg Project, which was discovered in 2011 as the result of a regional exploration initiative by the Company targeting a previously unknown extension to the Northern Limb of the Bushveld Complex in South Africa. The project area is now comprised of two adjacent property areas formerly known as the Waterberg joint venture project (the "Waterberg JV Project") and the Waterberg extension project (the "Waterberg Extension Project").
On November 6, 2017, the Company, along with Japan Oil, Gas and Metals National Corporation ("JOGMEC") and Mnombo closed a strategic transaction to sell to Implats 15% of the Waterberg Project for $30 million (the "Implats Transaction"). The Company sold an 8.6% interest for $17.2 million and JOGMEC sold a 6.4% interest for $12.8 million. Implats also acquired an option (the "Purchase and Development Option") within 90 days of the completion and approval of a definitive feasibility study by Waterberg JV Co. to increase its stake to 50.01% through additional share purchases from JOGMEC for $34.8 million and earn-in arrangements for $130 million to fund development work on the Waterberg Project, as well as a right of first refusal to smelt and refine Waterberg concentrate (the "Offtake ROFR"). JOGMEC, or their nominee retained a right to receive platinum, palladium, rhodium, gold, ruthenium, iridium, copper and nickel refined mineral products at the volumes produced from the Waterberg Project. The Company received $17.2 million for its sale of an 8.6% project interest to Implats. See details below.
On September 24, 2019, the Company published the results of the Definitive Feasibility Study for the Waterberg Project (the "Waterberg DFS") and it was approved by all Waterberg JV Co. shareholders on December 5, 2019. On October 7, 2019 the Waterberg DFS technical report entitled "Independent Technical Report, Waterberg Project Definitive Feasibility Study and Mineral Resource Update, Bushveld Complex, South Africa" (the "DFS Technical Report") was filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The DFS Technical Report is dated October 3, 2019 and was prepared by Michael Murphy, P. Eng. of Stantec Consulting Ltd., Charles J Muller, B. Sc. (Hons) Geology, Pri. Sci. Nat. of CJM Consulting (Pty) Ltd., and Gordon I Cunningham, B. Eng. (Chemical), Pr. Eng., FSAIMM of Turnberry Projects (Pty) Ltd. DRA Projects SA (Pty) Ltd., an experienced South African engineering and EPCM firm, provided the plant design and compiled the capital cost estimates for the project qualified persons. The DFS Technical Report also supports the disclosure of an updated independent mineral resource estimate effective September 4, 2019.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
After the approval of the Waterberg DFS by Waterberg JV Co. shareholders on December 5, 2019, Implats had 90 business days (until April 17, 2020) to elect whether to exercise the Purchase and Development Option. The Purchase and Development Option was formally modified by the execution of an amending agreement on March 31, 2020 (the "Implats Option Amendment") wherein the deadline for Implats to exercise the Purchase and Development Option was extended to 90 days after the grant of a mining right. In exchange for the extension Implats agreed to fund 100% of an optimization budget and work program (the "2020 Work Program") beginning February 1, 2020. The 2020 Work Program, as approved by Waterberg JV Co., was aimed at increasing confidence in specific areas of the Waterberg DFS while awaiting the expected grant of a mining right and Environmental Authorization and was budgeted to cost approximately R55 million (US$4 million when announced). Except for budgeted geotechnical drilling, which could not be carried out before the grant of a mining right, the 2020 Work Program was completed at a cost of approximately $1.46 million on September 15, 2020.
On June 15, 2020 Implats delivered a formal notice that they did not intend to exercise their Purchase and Development Option to acquire and earn into a 50.01% interest in the Waterberg Project. Implats reported that notwithstanding the positive progress achieved to date, and the strategic alignment between the Waterberg Project and Implats stated portfolio objectives, the unprecedented events brought about by the COVID-19 pandemic has necessitated Implats management and Board to re-evaluate the impact of the increased economic uncertainty on Implats' strategy and risk appetite in the short, medium and long term. Implats reiterated their support of both the Waterberg Project and the joint venture partners and plans to remain an active participant, including funding of their share of costs, subject to future considerations.
Implats retains a 15.0% participating project interest and a right to match any third-party offtake terms under their Offtake ROFR and the Company retains a controlling 50.02% direct and indirect interest in the project. The Company remains the Manager of the Waterberg Project, as directed by the technical committee of the Waterberg JV Co.
LION BATTERY TECHNOLOGIES INC.
On July 12, 2019, the Company, together with an affiliate of Anglo American Platinum Limited ("Amplats"), launched a new venture through a jointly owned company, Lion Battery Technologies Inc. ("Lion") to accelerate the development of next generation battery technology using platinum and palladium. The Company received 400,000 common shares of Lion, valued at a price of $0.01 per share, as the original founder of Lion. Both the Company and Amplats are to equally invest up to an aggregate of $4.0 million into Lion, of which approximately $1.0 million would be for general and administrative expenses and the commercialization of the technology developed, subject to certain conditions. All funding into Lion by the Company or Amplats is to be in exchange for preferred shares of Lion at a price of $0.50 per share over an approximate three to four year period.
On July 12, 2019 the Company and Amplats each invested $0.55 million as a first tranche of funding into Lion in exchange for 1,100,000 Lion preferred shares each at a price of $0.50 per share. In June 2020 the Company and Amplats each invested $0.350 million as a second tranche of funding in exchange for 700,000 Lion preferred shares at a price of $0.50 per share. Amplats and the Company are in process to approve and equally invest in a third tranche of funding to Lion in January 2021 for an aggregate amount of $0.70 million in exchange for 700,000 Lion preferred shares at a price of $0.50 per share, of which $0.667 million is to be provided by Lion to FIU (defined below) for continued research. At November 30, 2020 the Company owned a 55% interest in Lion. If the Company should fail to contribute its share of a required subscription to Lion, it would be in breach of its agreement with Lion and its interest in Lion may be subject to dilution.
Lion entered into an agreement (the "Sponsored Research Agreement") with Florida International University ("FIU") to fund a $3.0 million research program over approximately a three year period utilizing platinum and palladium to unlock the potential of Lithium Air and Lithium Sulphur battery chemistries to increase their discharge capacities and cyclability. Under the Sponsored Research Agreement, Lion will have exclusive rights to all intellectual property developed and will lead all commercialization efforts. Lion is to advance funding to FIU in four tranches. The first tranche to FIU, totaling $1.0 million plus a one-time fee of $50,000, was funded by Lion in mid July 2019, with a second tranche of $666,667 funded in June 2020. As described above, a third tranche of funding by Lion to FIU of $666,667 is in process as of the date of this MD&A.
On August 4, 2020 the U.S. Patent and Trademark Office issued Patent No. 10,734,636 B2 entitled "Battery Cathodes for Improved Stability" to FIU. The patent includes the use of platinum group metals and carbon nanotubes and other innovations in a lithium battery. A second patent related to this work was issued in December 2020. Further patents are currently applied for. Under the SRA, Lion has exclusive rights to all intellectual property being developed by FIU including patents granted. Lion is also reviewing several additional and complementary opportunities focused on developing next-generation battery technology using platinum and palladium.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
PERSONNEL
The Company's current complement of managers, staff and consultants in Canada consists of 6 individuals. The Company's complement of managers, staff, consultants, security and casual workers in South Africa currently consists of 7 individuals, as further described below:
• Including managers and staff there are four employees at the Company's Johannesburg office.
• There is one senior consultant acting as financial manager at the Company's Johannesburg office.
• There are two individuals active at the Waterberg Project conducting engineering and geotechnical activities.
The Waterberg Project is currently operated by the Company utilizing its own staff, consultants and personnel. Contract drilling, geotechnical, engineering and support services are utilized as required.
2. PROPERTIES
Under IFRS, the Company defers all acquisition, exploration and development costs related to mineral properties. The recoverability of these amounts is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the development of the property, and any future profitable production, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. The Company evaluates the carrying value of its property interests on a regular basis. Management is required to make significant judgements to identify potential impairment indicators. Any properties management deems to be impaired are written down to their estimated net recoverable amount.
For more information on mineral properties, see below and note 3 of the Financial Statements.
MATERIAL MINERAL PROPERTY INTERESTS
Waterberg Project
Recent Activities
During the period ended November 30, 2020, approximately $0.5 million was spent at the Waterberg Project for engineering and exploration activities. At period end, $38.4 million in accumulated net costs had been capitalized to the Waterberg Project. Total expenditures on the property since inception from all investor sources are approximately $76.2 million.
Subsequent to the completion of the Waterberg DFS and the Implats Option Amendment, the 2020 Work Program funded by Implats until September 15, 2020 completed the following optimization and risk mitigation studies:
-
Dry stacking of tailings to reduce water use and reduce tailings impoundment footprint.
-
Confirmation of portal positions and detailed designs.
-
Review of initial mining method, stope and sub level designs.
-
Detailed benchmarking to comparable operations around the world and specifically in Africa.
-
Detailed simulation of underground mining and surface systems.
-
Possible use of battery electric underground vehicles and resulting reduced ventilation and cooling requirements, reduced electrical power requirements, and opex/capex implications.
-
Possible use of Mobile Tunnel Boring.
-
Review of water demand and supply and test drilling to confirm water resources.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
Geotechnical drilling of boxcuts/portals and along planned decline pathways, budgeted at approximately R 27 million, was not completed before September 15, 2020 as such work first required the grant of a mining right. Total cost of the 2020 Work Program funded by Implats amounted to approximately $1.46 million (R24.7 million).
Waterberg DFS
On September 24, 2019, the Company published the results of the Waterberg DFS. Waterberg JV Co. shareholders approved the Waterberg DFS on December 5, 2019. Highlights of the Waterberg DFS include:
-
A significant increase in Mineral Reserves from the Project's 2016 Pre-Feasibility Study ("PFS") for a large-scale, shallow, decline-accessible, mechanised, palladium, platinum, gold and rhodium mine. Use of backfill in the Waterberg DFS design lowers risk and increases mined ore extraction rates.
-
Annual Steady State production rate of 420,000 4E ounces. Estimated mine life of 45 years on current reserves. The planned production rate is by careful design in order to reduce capital costs and simplify construction and ramp-up.
-
After-tax Net Present Value ("NPV") of $982 million, at an 8% real discount rate, using spot metal prices as at September 4, 2019 (Incl. $1,546 Pd/oz) ("Spot Prices").
-
After-tax NPV of US$ 333 million, at an 8% real discount rate, using three-year trailing average metal prices up until September 4, 2019 (Incl. $1,055 Pd/oz) ("Three Year Trailing Prices").
-
After-tax Internal Rate of Return ("IRR") of 20.7% at Spot Prices and 13.3% at Three Year Trailing Prices.
-
Estimated project capital of approximately $874 million, including $87 million in contingencies. Peak project funding estimated at $617 million.
-
On site Life of Mine average cash cost (inclusive of by-product credits and smelter discounts) for the Spot Metal Price scenario equates to $640 per 4E ounce.
-
Updated measured and indicated mineral resources of 242 million tonnes at 3.38g/t 4E for 26.4 million 4E ounces (using 2.5 g/t 4E cut-off) and the deposit remains open on strike to the north and below an arbitrary depth cut-off of 1,250-meters.
-
Proven and probable mineral reserves of 187 million tonnes at 3.24 g/t 4E for 19.5 million 4E ounces (using 2.5 g/t 4E cut-off).
The mineral resources for the Waterberg Project increased slightly based on in-fill drilling done during preparation of the Waterberg DFS. The mineral resources have been estimated based on 441 diamond drill holes and 583 deflections and has been stated at a 2.5 g/t 4E cut-off (the base-case). In the Waterberg DFS, a 2.5 g/t 4E cut-off grade has been applied to the mineral resource model as an input into the mine design. At the 2.5 g/t 4E cut-off grade, the total measured and indicated mineral resources are estimated at 242 million tonnes grading 3.38 g/t 4E for an estimated 26.4 million ounces 4E. Total mineral reserves at a 2.5 g/t 4E grade cut-off are estimated at 187 million tonnes for 19.5 million ounces 4E.
The mineral reserves are a subset of the mineral resource envelope at a 2.5 g/t 4E cut-off and they include only measured and indicated mineral resources with dilution and stope shapes considered. A minimum mining thickness of 2.4 meters and sublevel planning of 20 meters to 40 meters was considered in the mine plan for mineral reserves.
The mineral resources for the Waterberg Project are categorized and reported in terms of NI 43-101 and are tabulated below.
Mineral Resource Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:
|
T Zone at 2.5 g/t (4E) Cut-off |
|||||||||||
|
Mineral Resource Category |
Cut-off |
Tonnage |
Grade |
Metal |
|||||||
|
4E |
Pt |
Pd |
Rh |
Au |
4E |
Cu |
Ni |
4E |
|||
|
g/t |
Tonnes |
g/t |
g/t |
g/t |
g/t |
g/t |
% |
% |
kg |
Moz |
|
|
Measured |
2.5 |
4,443,483 |
1.17 |
2.12 |
0.05 |
0.87 |
4.20 |
0.150 |
0.080 |
18,663 |
0.600 |
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
|
Indicated |
2.5 |
17,026,142 |
1.37 |
2.34 |
0.03 |
0.88 |
4.61 |
0.200 |
0.094 |
78,491 |
2.524 |
|
M+I |
2.5 |
21,469,625 |
1.34 |
2.29 |
0.03 |
0.88 |
4.53 |
0.189 |
0.091 |
97,154 |
3.124 |
|
Inferred |
2.5 |
21,829,698 |
1.15 |
1.92 |
0.03 |
0.76 |
3.86 |
0.198 |
0.098 |
84,263 |
2.709 |
|
F Zone at 2.5 g/t (4E) Cut-off |
|||||||||||
|
Mineral Resource Category |
Cut-off |
Tonnage |
Grade |
Metal |
|||||||
|
4E |
Pt |
Pd |
Rh |
Au |
4E |
Cu |
Ni |
4E |
|||
|
g/t |
Tonnes |
g/t |
g/t |
g/t |
g/t |
g/t |
% |
% |
kg |
Moz |
|
|
Measured |
2.5 |
54,072,600 |
0.95 |
2.20 |
0.05 |
0.16 |
3.36 |
0.087 |
0.202 |
181,704 |
5.842 |
|
Indicated |
2.5 |
166,895,635 |
0.95 |
2.09 |
0.05 |
0.15 |
3.24 |
0.090 |
0.186 |
540,691 |
17.384 |
|
M+I |
2.5 |
220,968,235 |
0.95 |
2.12 |
0.05 |
0.15 |
3.27 |
0.089 |
0.190 |
722,395 |
23.226 |
|
Inferred |
2.5 |
44,836,851 |
0.87 |
1.92 |
0.05 |
0.14 |
2.98 |
0.064 |
0.169 |
133,705 |
4.299 |
|
Waterberg Aggregate Total 2.5 g/t (4E) Cut-off |
|||||||||||
|
Mineral Resource Category |
Cut-off |
Tonnage |
Grade |
Metal |
|||||||
|
4E |
Pt |
Pd |
Rh |
Au |
4E |
Cu |
Ni |
4E |
|||
|
g/t |
Tonnes |
g/t |
g/t |
g/t |
g/t |
g/t |
% |
% |
kg |
Moz |
|
|
Measured |
2.5 |
58,516,083 |
0.97 |
2.19 |
0.05 |
0.21 |
3.42 |
0.092 |
0.193 |
200,367 |
6.442 |
|
Indicated |
2.5 |
183,921,777 |
0.99 |
2.11 |
0.05 |
0.22 |
3.37 |
0.100 |
0.177 |
619,182 |
19.908 |
|
M+I |
2.5 |
242,437,860 |
0.98 |
2.13 |
0.05 |
0.22 |
3.38 |
0.098 |
0.181 |
819,549 |
26.350 |
|
Inferred |
2.5 |
66,666,549 |
0.96 |
1.92 |
0.04 |
0.34 |
3.27 |
0.108 |
0.146 |
217,968 |
7.008 |
|
Mineral Resource Category |
Prill Split Waterberg Project Aggregate |
|||
|
Pt |
Pd |
Rh |
Au |
|
|
% |
% |
% |
% |
|
|
Measured |
28.2 |
64.4 |
1.5 |
5.9 |
|
Indicated |
29.4 |
62.6 |
1.5 |
6.5 |
|
M+I |
29.1 |
63.0 |
1.5 |
6.4 |
|
Inferred |
29.5 |
58.9 |
1.2 |
10.4 |
Notes:
1. 4E elements are platinum, palladium, rhodium and gold.
2. Cut-offs for mineral resources were established by a QP after a review of potential operating costs and other factors.
3. Conversion factor used for kilograms ("kg") to ounces ("oz") is 32.15076
4. A 5% and 7% geological loss was applied to the measured/indicated and inferred mineral resources categories, respectively.
5. The mineral resources are classified in accordance with NI 43-101. Mineral resources that are not mineral reserves do not have demonstrated economic viability and inferred mineral resources have a high degree of uncertainty.
6. The mineral resources are provided on a 100% Project basis, inferred and indicated categories are separate and the estimates have an effective date of 4 September 2019.
7. Mineral resources were completed by Mr. CJ Muller of CJM Consulting.
8. Mineral resources were estimated using kriging methods for geological domains created in Datamine from 441 mother holes and 583 deflections. A process of geological modelling and creation of grade shells using indicating kriging was completed in the estimation process.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
9. The mineral resources may be materially affected by metal prices, exchange rates, labour costs, electricity supply issues or many other factors detailed in the Company's 2020 Annual Information Form.
10. The data that formed the basis of the mineral resources estimate are the drill holes drilled by Platinum Group as project operator, which consist of geological logs, drill hole collars surveys, downhole surveys and assay data. The area where each layer was present was delineated after examination of the intersections in the various drill holes.
11. Numbers may not add due to rounding.
Proven Mineral Reserve Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:
|
Proven Mineral Reserve Estimate at 2.5 g/t 4E cut-off |
||||||||||
|
|
|
Pt |
Pd |
Rh |
Au |
4E |
Cu |
Ni |
4E Metal |
|
|
Zone |
Tonnes |
(g/t) |
(g/t) |
(g/t) |
(g/t) |
(g/t) |
(%) |
(%) |
Kg |
Moz |
|
T Zone |
3,963,694 |
1.02 |
1.84 |
0.04 |
0.73 |
3.63 |
0.13 |
0.07 |
14,404 |
0.463 |
|
F Central |
17,411,606 |
0.94 |
2.18 |
0.05 |
0.14 |
3.31 |
0.07 |
0.18 |
57,738 |
1.856 |
|
F South |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
F North |
16,637,670 |
0.85 |
2.03 |
0.05 |
0.16 |
3.09 |
0.10 |
0.20 |
51,378 |
1.652 |
|
F Boundary North |
4,975,853 |
0.97 |
2.00 |
0.05 |
0.16 |
3.18 |
0.10 |
0.22 |
15,847 |
0.509 |
|
F Boundary South |
5,294,116 |
1.04 |
2.32 |
0.05 |
0.18 |
3.59 |
0.08 |
0.19 |
19,020 |
0.611 |
|
F Zone Total |
44,319,244 |
0.92 |
2.12 |
0.05 |
0.16 |
3.25 |
0.09 |
0.20 |
143,982 |
4.629 |
|
Waterberg Project Total |
48,282,938 |
0.93 |
2.10 |
0.05 |
0.20 |
3.28 |
0.09 |
0.19 |
158,387 |
5.092 |
Probable Mineral Reserve Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:
|
Probable Mineral Reserve Estimate at 2.5 g/t 4E cut-off |
||||||||||
|
|
|
Pt |
Pd |
Rh |
Au |
4E |
Cu |
Ni |
4E Metal |
|
|
Zone |
Tonnes |
(g/t) |
(g/t) |
(g/t) |
(g/t) |
(g/t) |
(%) |
(%) |
Kg |
Moz |
|
T Zone |
12,936,870 |
1.23 |
2.10 |
0.02 |
0.82 |
4.17 |
0.19 |
0.09 |
53,987 |
1.736 |
|
F Central |
52,719,731 |
0.86 |
1.97 |
0.05 |
0.14 |
3.02 |
0.07 |
0.18 |
158,611 |
5.099 |
|
F South |
15,653 ,961 |
1.06 |
2.03 |
0.05 |
0.15 |
3.29 |
0.04 |
0.13 |
51,411 |
1.653 |
|
F North |
36,984,230 |
0.90 |
2.12 |
0.05 |
0.16 |
3.23 |
0.09 |
0.20 |
119,450 |
3.840 |
|
F Boundary North |
13,312,581 |
0.98 |
1.91 |
0.05 |
0.17 |
3.11 |
0.10 |
0.23 |
41,369 |
1.330 |
|
F Boundary South |
7,616,744 |
0.92 |
1.89 |
0.04 |
0.13 |
2.98 |
0.06 |
0.18 |
22,737 |
0.731 |
|
F Zone Total |
126,287,248 |
0.91 |
2.01 |
0.05 |
0.15 |
3.12 |
0.08 |
0.18 |
393,578 |
12.654 |
|
Waterberg Project Total |
139,224,118 |
0.94 |
2.02 |
0.05 |
0.21 |
3.22 |
0.09 |
0.18 |
447,564 |
14.390 |
Proven & Probable Mineral Reserve Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:
|
Total Estimated Mineral Reserve at 2.5 g/t 4E cut-off |
||||||||||
|
|
|
Pt |
Pd |
Rh |
Au |
4E |
Cu |
Ni |
4E Metal |
|
|
Zone |
Tonnes |
(g/t) |
(g/t) |
(g/t) |
(g/t) |
(g/t) |
(%) |
(%) |
Kg |
Moz |
|
T Zone |
16,900,564 |
1.18 |
2.04 |
0.03 |
0.80 |
4.05 |
0.18 |
0.09 |
68,391 |
2.199 |
|
F Central |
70,131,337 |
0.88 |
2.02 |
0.05 |
0.14 |
3.09 |
0.07 |
0.18 |
216,349 |
6.956 |
|
F South |
15,653,961 |
1.06 |
2.03 |
0.05 |
0.15 |
3.29 |
0.04 |
0.13 |
51,411 |
1.653 |
|
F North |
53,621,900 |
0.88 |
2.09 |
0.05 |
0.16 |
3.18 |
0.10 |
0.20 |
170,828 |
5.492 |
|
F Boundary North |
18,288,434 |
0.98 |
1.93 |
0.05 |
0.17 |
3.13 |
0.10 |
0.23 |
57,216 |
1.840 |
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
|
F Boundary South |
12,910,859 |
0.97 |
2.06 |
0.05 |
0.15 |
3.23 |
0.07 |
0.19 |
41,756 |
1.342 |
|
F Zone Total |
170,606,492 |
0.91 |
2.04 |
0.05 |
0.15 |
3.15 |
0.08 |
0.19 |
537,560 |
17.283 |
|
Waterberg Project Total |
187,507,056 |
0.94 |
2.04 |
0.05 |
0.21 |
3.24 |
0.09 |
0.18 |
605,951 |
19.482 |
Notes:
1. The estimated mineral reserves have an effective date of September 4, 2019.
2. A 2.5 g/t 4E stope cut-off grade was used for mine planning for the T Zone and the F Zone mineral reserves estimate. The cut-off grade considered April 2018 metal spot prices.
3. Tonnes and grade estimates include planned dilution, geological losses, external overbreak dilution, and mining losses.
4. 4E elements are platinum, palladium, rhodium and gold.
5. Numbers may not add due to rounding.
The Project financial performance has been estimated both at Spot Prices and at Three Year Trailing Average Prices as set out in the table below. The long-term real US$/Rand exchange rate for the Spot Price scenario is set at 15.00, which is based on an intra-day traded spot rate as of September 4, 2019. The US$/Rand exchange rates for the Three Year Trailing Price scenario, is based on Bloomberg's nominal consensus forward-curve as at June 2019, which translates into a long-term real US$/Rand rate of 15.95. The price deck assumptions for each scenario are tabled below.
Waterberg DFS Technical Report Price Deck Assumptions in US$
|
Parameter |
Unit |
Spot Prices (Sept 4, 2019) |
Three Year Trailing Prices (Sept 4, 2019) |
|
US$ / Rand (Long-term Real) |
US$/Rand (Real July 2019) |
15.00 |
15.95 |
|
Platinum Palladium Gold Rhodium Basket Price (4E) Copper Nickel |
US$/oz (Real July 2019) US$/oz (Real July 2019) US$/oz (Real July 2019) US$/oz (Real July 2019) US$/oz (Real July 2019) US$/lb (Real July 2019) US$/lb (Real July 2019) |
980 1,546 1,548 5,036 1,425 2.56 8.10 |
931 1,055 1,318 1,930 1,045 2.87 5.56 |
|
Smelter Payability: 4E Metal Smelter Payability: Copper Smelter Payability: Nickel |
% Gross Sale Value % Gross Sale Value % Gross Sale Value |
85% 73% 68% |
85% 73% 68% |
Readers are directed to review the full text of the DFS Technical Report, available for review under the Company's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov for additional information.
The known deposit strike length on the Waterberg Project is 13 km long so far, remains open along strike and begins from a depth of 140 meters vertical. The Waterberg DFS mine plan covers a strike length of approximately 8.5 km. The deposit is known to continue down dip below the arbitrary 1,250 meter cut off depth applied to the deposit for resource estimation purposes. The Waterberg Project and the deposit is still open for expansion. Based on airborne gravity surveys and drilling completed to date, additional drilling northward along strike is recommended for the future.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
As a result of its shallow depth, good grade and a fully mechanized mining approach, the Waterberg Project can be a safe mine within the lowest quartile of the Southern Africa platinum group element industry cost curve.
The Waterberg DFS mine plan models production at 4.8 million tonnes of ore per annum and 420,000 4E ounces per year in concentrate. The mine initially accesses the orebody using two sets of twin decline tunnels with mining by fully mechanised long hole stoping methods with paste backfill. Paste backfill allows for a high mining extraction ratio as mining can be completed next to backfilled stopes without leaving internal pillars. Maintaining safety and reliability were key mine design criteria. As a result of the scale of the orebody, bulk mining on 20 to 40 meter sublevels with large underground equipment and conveyors for ore and waste transport provides high efficiency. Many of the larger successful underground mines in the world use the same method of mining with backfill and estimated costs were benchmarked against many of these operations.
Mining Right
A formal Mining Right Application ("MRA") for the Waterberg Project, including a Social and Labour Plan ("SLP"), was accepted by the South African Department of Mineral Resources and Energy ("DMR") on September 14, 2018. The Company held local public meetings on numerous occasions in advance of the MRA. A program of public consultation as part of the formal MRA and Environmental Authorisation ("EA") applications for the Project was completed in August 2019. The Environmental Impact Assessment and Environmental Management Program were filed with the DMR on August 15, 2019. An Environmental Authorization was granted for the Waterberg Project on August 12, 2020, subject to a public notice period and finalization of issues raised by affected parties, which process was completed with the issue of the final EA on November 10, 2020.
Training for a new mechanised mining workforce is an important part of the Waterberg DFS and the MRA. Planning has been undertaken with the assistance of global mine training leader, Norcat, of Sudbury, Ontario. The Waterberg DFS modelled a significant investment in training, focussed on the immediate area of the Project, working in co-operation with local colleges and facilities.
All the above work forms a part of the MRA. Notwithstanding delays from previous guidance as a result of South African stay at home orders aimed at halting the spread of the COVID-19 virus, a decision by the DMR regarding the grant of the Waterberg mining right is expected in early 2021.
Infrastructure planning and option assessments were components of the 2020 Work Program. Detailed hydrological work studying the utilization of known sources for significant volumes of ground water has been conducted. In 2018 a co-operation agreement was entered between Waterberg JV Co. and the local Capricorn Municipality for the development of water resources to the benefit of local communities and the mine. Hydrological work has also identified several large-scale water basins that are likely able to provide mine process and potable water for the Waterberg Project and local communities. Test drilling of these water basins has been completed resulting in the identification of sufficient water supply for the mine. An earlier drilling program conducted by the Capricorn District Municipality identified both potable and high mineral unpotable water resources in the district. Drilling by Waterberg JV Co. has identified some potable water resources. Several boreholes proximal to the Waterberg Project identified large volumes of high mineral unpotable water not suitable for agriculture. Hydrological and mill process specialists have tested the use of this water as mine process water. In general, ground water resources identified proximal to the Waterberg Project have the potential for usage for both mining and local communities. Further water definition work and drilling is planned.
The establishment of servitudes for power line routes and detailed planning and permitting for an Eskom electrical service to the project are also advancing. Power line environmental and servitude work is being completed by TDxPower in coordination with Eskom. TDxPower has progressed electrical power connection planning for approximately a 70 km, 137MvA line to the project. Engineering refinement of steady state power requirements has resulted in a reduced demand of approximately 90MvA at steady state. Bulk power design and costing work for steady state requirements has commenced. Eskom is engaged with project engineers to determine electrical power sources and availability. A temporary power line for the construction period from the nearby grid at Bochum is being designed and costed. Community engagement regarding power line routes and completion of an environmental impact assessment is in process.
Subsequent to Implats June 15, 2020 formal notice that they do not intend to exercise their Purchase and Development Option, the Company and Waterberg JV Co. have begun a process to assess commercial alternatives for mine development financing and concentrate offtake. Several parties are currently in discussions with the Company. The Implats Offtake ROFR requires that any offtake arrangement with Implats at least match any bona fide third party commercial offtake terms offered. Concentrate offtake negotiations with Implats also continue.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
History of Acquisition
The Waterberg JV Project is comprised of adjacent, granted and applied for prospecting rights and applied for mining rights with a combined active project area of approximately 81,329.60 ha, located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane (formerly Potgietersrus). Of the project area 22,397.79 ha are covered by our MRA. A further 58,931.81 ha are covered by active prospecting rights. Waterberg JV Co. is currently in process to apply for closure on one prospecting right located north of the known mineralized area, measuring 13,158.92 ha. The Waterberg Project is comprised of the former Waterberg JV Property and the Waterberg Extension Property.
Prospecting rights in South Africa are valid for a period of five years, with one renewal of up to three years. Furthermore, the MPRDA provides for a retention period after prospecting of up to three years with one renewal of up to two years, subject to certain conditions. The holder of a prospecting right granted under the MPRDA has the exclusive right to apply for and, subject to compliance with the requirements of the MPRDA, to be granted a mining right in respect of the prospecting area in question.
On September 28, 2009, PTM RSA, JOGMEC and Mnombo entered into a joint venture agreement, as later amended on May 20, 2013 (the "JOGMEC Agreement") whereby JOGMEC could earn up to a 37% participating interest in the Waterberg JV Project for an optional work commitment of $3.2 million over four years, while at the same time Mnombo could earn a 26% participating interest in exchange for matching JOGMEC's expenditures on a 26/74 basis ($1.12 million).
On November 7, 2011, the Company executed an agreement with Mnombo to acquire 49.9% of the issued and outstanding shares of Mnombo in exchange for cash payments totaling R1.2 million and an agreement that the Company would pay for Mnombo's 26% share of costs on the Waterberg JV Project until the completion of the Waterberg DFS.
On May 26, 2015, the Company announced a second amendment to the JOGMEC Agreement (the "2nd Amendment") whereby the Waterberg JV Project and the Waterberg Extension Project were to be consolidated and contributed into operating company, Waterberg JV Co. The transfer of Waterberg prospecting rights into Waterberg JV Co pursuant to the 2nd Amendment was given section 11 approval by the DMR in August 2017 and the transfer was completed on September 21, 2017. This transaction was considered a taxable item in South Africa, that was offset with other tax-deductible losses and utilization of unrecognized taxable losses. Under the 2nd Amendment, JOGMEC committed to fund $20 million in expenditures over a three-year period ending March 31, 2018. The Company remained the Project operator under the 2nd Amendment.
On November 6, 2017, the Company and JOGMEC closed the Implats Transaction and Implats acquired its 15.0% interest in Waterberg JV Co. and the right to match any third-party offtake terms under the Offtake ROFR.
On March 8, 2018, JOGMEC announced that it had signed a memorandum of understanding with HANWA Co., Ltd ("HANWA") to transfer 9.755% of its 21.95% interest in Waterberg JV Co. to HANWA, which was the result of HANWA winning JOGMEC's public tender held on February 23, 2018. In March 2019, the South African government approved this transaction and the entire transfer process has been completed. Under the terms of the transaction, HANWA has also acquired the marketing right to solely purchase all the metals produced from the Waterberg Project at market prices.
3. DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
A) Liquidity, Capital Resources and Going Concern
Recent Equity Financings
On December 8, 2020 the Company announced the closing of a non-brokered private placement with Deepkloof Limited ("Deepkloof"), a subsidiary of Hosken Consolidated Investments Limited ("HCI"). An aggregate of 1,121,076 shares were issued for US$2.23 per share resulting in gross proceeds of $2.5 million to the Company (the "December 2020 HCI PP"). HCI maintained its approximately 31% interest in the Company when the December 2020 HCI PP closed. Pricing for the December 2020 HCI PP was set to be consistent with the Company's ATM Offering (see below) completed on November 30, 2020.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
On October 15, 2020, the Company announced it had closed a non-brokered private placement with HCI. An aggregate of 1,146,790 shares were issued for US$2.18 per share resulting in gross proceeds of $2.5 million to the Company (the "October 2020 HCI PP"). HCI maintained its approximately 31% interest in the Company when the October 2020 HCI PP closed. Pricing for the October 2020 HCI PP was set to be consistent with the Company's ATM Offering (see below) completed November 30, 2020.
On September 4, 2020, the Company announced it had entered into an At-The-Market-Offering-Sales-Agreement ("2020 ATM") with BMO Capital Markets. Under the sales agreement the Company could sell its common shares from time to time for up to $12 million in aggregate sales proceeds in "at the market" transactions. The Company announced the completion of the 2020 ATM on November 30, 2020 and sold 5,440,186 common shares at an average price of US$2.21 for gross proceeds of $12 million.
On June 17, 2020, the Company closed a non-brokered private placement of 1,221,500 shares at a price of US$1.40 for gross proceeds of $1.7 million. A 6% finders fee of $37,926 was paid in cash on a portion of the private placement.
On December 19, 2019, the Company closed a non-brokered private placement of 3,225,807 shares at a price of US$1.24 for gross proceeds of $4.0 million. A 6% finders fee of $54,232 was paid in cash on a portion of the private placement.
The following is a reconciliation for the use of proceeds from recent financings to December 31, 2020 (in thousands of dollars):
|
Use of Proceeds |
December 19, 2019 Private Placement |
June 17, 2020 Private Placement |
October 15, 2020 Private Placement |
2020 ATM Offering |
December 8, 2020 Private Placement |
Aggregate Proceeds |
Actual Use of Proceeds to |
|
Partial repayment of the Sprott Facility |
$0 |
$0 |
$1,250 |
$2,265 |
$1,250 |
$4,765 |
$4,765 |
|
Payment of Bank Advisory Fees |
$0 |
$700 |
$745 |
$1,445 |
$0 |
$2,890 |
$2,890 |
|
General corporate purposes |
$3,946 |
$1,010 |
$505 |
$8,290 |
$1,250 |
$15,001 |
$13,872 |
|
TOTAL |
$3,946 |
$1,710 |
$2,500 |
$12,000 |
$2,500 |
$22,656 |
$21,527 |
Convertible Senior Subordinated Notes
On June 30, 2017, the Company issued and sold to certain institutional investors $20 million aggregate principal amount of 6 7/8% convertible senior subordinated notes due 2022 (the "Notes"). The net proceeds from the offering of Notes were used primarily to fund direct expenditures relating to the operation, closure and care and maintenance of the Maseve mine until completion of the sale of the Maseve mine (the "Maseve Transaction"). The Notes bear interest at a rate of 6 7/8% per annum, payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2018, in cash or at the election of the Company, in common shares of the Company or a combination of cash and common shares, and will mature on July 1, 2022, unless earlier repurchased, redeemed or converted. An additional interest charge of 0.25% for the period January 1, 2018 to March 31, 2018, plus a further 0.25% for the period April 1, 2018 to July 1, 2018, was added to the coupon rate of the Notes at the Company's election to not file a prospectus and a registration statement for the Notes with Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission. After July 1, 2018, at which time the Notes became freely tradable by holders other than affiliates, the Notes once again bear interest at the coupon rate of 6 7/8% per annum.
Subject to certain exceptions, the Notes are convertible at any time at the option of the holder, and may be settled, at the Company's election, in cash, common shares, or a combination of cash and common shares. The initial conversion rate of the Notes was 1,001.1112 common shares (on a pre-consolidation basis) per $1,000 principal amount of Notes, which was equivalent to an initial conversion price of approximately $0.9989 per common share (on a pre-consolidation basis), representing a conversion premium of approximately 15% above the NYSE American closing sale price for the Company's common shares of $0.8686 per share on June 27, 2017. After giving effect to the 2018 Share Consolidation, the conversion rate is 100.1111 per $1,000 which is equivalent to a conversion price of approximately $9.989 per common share. The conversion rate will be subject to adjustment upon the occurrence of certain events. If the Company pays interest in common shares, such shares will be issued at a price equal to 92.5% of the simple average of the daily volume-weighted average price of the common shares for the 10 consecutive trading days ending on the second trading day immediately preceding the payment date, on the NYSE American exchange or, if the common shares are not then listed on the NYSE American exchange, on the principal U.S. national or other securities exchange or market on which the common shares are then listed.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
On December 29, 2020 the Company paid cash of $687,156 for bi-annual interest payable on $19.99 million of outstanding Notes. To January 1, 2021 the Company has paid interest of $3.48 million on the Notes, comprised of $1.37 million in cash and 2,592,966 in common shares, and issued 1,319 shares for $10,000 of conversions. Due to a limitation on conversion contained in the indenture governing the Notes, dated June 30, 2017 between the Company and The Bank of New York Mellon, no more than 2,954,278 common shares, being 19.9% of the number of common shares outstanding on June 30, 2017, may be issued in settlement of interest payments or conversions. A total of 361,312 common shares currently remain as potentially issuable in settlement of future interest payments or conversions.
After July 1, 2020, until the maturity date, the Company has the right to redeem all or part of the outstanding Notes at a price, payable in cash, of 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon the occurrence of a fundamental change as defined in the Indenture, the Company must offer to purchase the outstanding Notes at a price, payable in cash, equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any.
The Notes are unsecured senior subordinated obligations and are subordinated in right of payment to the prior payment in full of all the Company's existing and future senior indebtedness pursuant to the Indenture. The Company may issue additional Notes in accordance with the terms and conditions set forth in the Indenture. The Indenture contains certain additional covenants, including covenants restricting asset dispositions, issuances of capital stock by subsidiaries, incurrence of indebtedness, business combinations and share exchanges.
Sprott Facility
On August 14, 2019, the Company entered into the Sprott Facility, pursuant to which the Sprott Lenders advanced $20 million bearing interest at 11% per annum, compounded monthly. Monthly interest payments totaling $0.54 million were paid to Sprott in the first fiscal quarter of 2021, with a further $0.14 million in interest paid subsequent to period end. The loan is due August 14, 2021 with the Company holding the option to extend the maturity date by one year in exchange for a payment in common shares or cash equal to three percent of the outstanding principal amount. The Company is required to maintain certain minimum working capital and cash balances under the Sprott loan.
The Sprott Facility requires that a cash sweep of 50% of the Company's net proceeds from equity offerings or new debt securities be applied to repayment of the Sprott Facility. However, Sprott only required that 50% of the net proceeds of the 2020 ATM, plus the net proceeds of the October 2020 HCI PP and the December 2020 HCI PP, in excess of $1.0 million be applied to the Sprott Facility, and for net proceeds in excess of $2.0 million, 25% is to be applied to repayment of the Sprott Facility and 12.5% to Macquarie Capital Markets Canada Ltd. ("Macquarie") in payment of deferred 2017 bank advisory fees ("Bank Advisory Fees"), as described below. After payment of the Macquarie Bank Advisory Fees the cash sweep payable to Sprott returned to 50%. To date the principal balance of the Sprott Facility has been paid down by $4.77 million to an aggregate principal amount outstanding of $15.23 million.
Bank Advisory Fees
BMO Nesbitt Burns Inc. ("BMO") and Macquarie have provided strategic advisory services to the Company. Effective October 22, 2018 the formal agreement between the Company and Macquarie was terminated by mutual consent. Pursuant to the Maseve Transaction and the Implats Transaction, BMO and Macquarie earned aggregate advisory fees of approximately $3.8 million. In October 2017, the Company paid BMO and Macquarie an aggregate of $1.0 million after the closing of the Implats Transaction and also agreed to pay the remaining balance of approximately $2.89 million as soon as practicable following the final repayment of all secured debt. On November 30, 2020, the balance of deferred Bank Advisory Fees due to BMO and Macquarie was paid in full.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
Going Concern
The Company currently has limited financial resources. The Company incurred a loss of $2.6 million during the period ended November 30, 2020 and used cash in operating activities of $1.5 million. Following a $1.25 million payment to Sprott subsequent to period end, the remaining principal due to pursuant to the Sprott Facility is $15.235 million. The Sprott Facility matures on August 14, 2021, subject to the Company's option to extend the maturity date by one year in exchange for a payment in common shares or cash of three percent of the outstanding principal amount. The Company has no sources of operating income at present. The Company's ability to continue operations in the normal course of business will depend upon its ability to secure additional funding by methods which could include debt refinancing, equity financing, sale of assets and strategic partnerships. The Company will continue to work closely with its major shareholders and lenders. Management believes the Company will be able to secure further funding as required although there can be no assurance that these efforts will be successful. Material uncertainties exist resulting in substantial doubt as to the ability of the Company to continue to meet its obligations as they come due and hence, the ultimate appropriateness of the use of accounting principles applicable to a going concern.
Contractual Obligations
The following table discloses the Company's contractual obligations as at November 30, 2020 (in thousands of dollars):
| Payments Due By Year | ||||||||||||||
| < 1 Year | 1 - 3 Years | 4 - 5 Years | > 5 Years | Total | ||||||||||
| Lease Obligations | $ | 104 | $ | 179 | $ | 22 | $ | - | $ | 305 | ||||
| Notes1 | 1,374 | 21,364 | - | - | 22,738 | |||||||||
| Sprott Facility2 | 17,810 | - | - | - | 17,810 | |||||||||
| Totals | $ | 19,288 | $ | 21,543 | $ | 22 | $ | - | $ | 40,853 | ||||
1Subject to certain limitations, a portion of the Notes and related interest may be settled in common shares of the Company.
2The Company has the right to defer payment for one year.
Other contingencies: Refer to section 8 below - Risk Factors
Accounts Receivable and Payable
Accounts receivable at November 30, 2020 totaled $0.5 million (August 31, 2020 - $0.2 million) being comprised mainly of South African value added taxes and Canadian GST refundable.
Accounts payable and accrued liabilities at November 30, 2020, totaled $0.8 million (August 31, 2020 - $1.4 million) being mainly comprised of payables related to the Waterberg Project.
B) Results of Operations
Three Month Period Ended November 30, 2020
For the three-month period ended November 30, 2020, the Company incurred a net loss of $2.6 million (November 30, 2019 - net gain of $0.6 million). The gain in the previous comparable period was mainly due to the $3.1 million realized gain on the expiry of warrants. During the current period the Company had no warrants outstanding. The currency translation adjustment recognized in the period is a gain of $3.1 million (November 30, 2019 - $1.4 million loss) due to the Rand increasing in value relative to the U.S. Dollar during the current period.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
Quarterly Financial Information
The following tables set forth selected quarterly financial data for each of the last eight quarters (In thousands of dollars, except for share data):
| Quarter ended |
Nov. 30, 2020 | Aug. 31, 2020 | May 31, 2020 | Feb. 29, 2020 | |||||||||
| Net finance income(1) | $ | 8 | $ | 24 | $ | 28 | $ | 43 | |||||
| Net loss(2) | 2,564 | 1,230 | 3,352 | 3,100 | |||||||||
| Basic loss per share(3) | 0.04 | 0.02 | 0.05 | 0.05 | |||||||||
| Total assets(2) | 46,256 | 37,415 | 40,545 | 41,140 | |||||||||
| Quarter ended |
Nov. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | |||||||||
| Net finance income(1) | $ | 63 | $ | 26 | $ | 18 | $ | 43 | |||||
| Net (income) loss(2) | (554 | ) | 3,639 | 3,682 | 3,815 | ||||||||
| Basic (earnings) loss per share(3) | (0.01 | ) | 0.10 | 0.11 | 0.11 | ||||||||
| Total assets(2) | 41,769 | 43,633 | 38,321 | 40,038 | |||||||||
Notes:
(1) The Company earns income from interest bearing accounts and deposits. Rand balances earn higher rates of interest than can be earned at present in Canadian or U.S. Dollars. Interest income varies relative to cash on hand.
(2) Net loss by quarter and total assets are affected by the timing and recognition of infrequent, larger transactions. In November 2019, the Company incurred a gain of $3.1 million on the cancellation of expired warrants.
(3) Basic (earnings) loss per share is calculated using the weighted average number of common shares outstanding. The Company uses the treasury stock method to calculate diluted earnings per share. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. In periods when a loss is incurred, the effect of share issuances under options would be anti-dilutive, resulting in basic and diluted loss per share being the same.
4. Dividends
The Company has never declared nor paid dividends on its common shares. The Company has no present intention of paying dividends on its common shares, as it anticipates that in the foreseeable future all available funds will be invested to finance its business. The Company does intend to consider a dividend policy upon the successful establishment of positive cash flow.
5. Related Party Transactions
Transactions with related parties are as follows (in thousands of dollars):
i. During the period ended November 30, 2020 $63 ($57 - November 30, 2019) was paid or accrued to independent directors for directors' fees and services.
ii. During the period ended November 30, 2020, the Company was paid or accrued payments of $14 ($13 - November 30, 2019) from West Vault Mining Inc. ("West Vault", formerly West Kirkland Mining Inc.), a company with two directors in common, for accounting and administrative services.
iii. In fiscal 2018, Company closed a private placement with Deepkloof whereby HCI acquired a right to nominate one person to the board of directors of the Company and a right to participate in future equity financings of the Company to maintain its pro-rata interest. HCI has exercised its right to nominate one person to the board of directors. A summary of HCI's share acquisitions from the Company follows:
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
|
Common Shares Acquired from the Company by HCI |
||||
|
Date |
Placee |
Shares |
Price US$ |
Acquisition Method |
|
May 2018 |
Deepkloof |
2,490,900 |
$1.50 |
Prospectus Offering |
|
May 2018 |
Deepkloof |
1,509,099 |
$1.50 |
Private Placement |
|
February 2019 |
Deepkloof |
2,141,942 |
$1.33 |
Private Placement |
|
April 2019 |
Deepkloof |
177,000 |
$1.70 |
Exercise of Warrants |
|
June 2019 |
Deepkloof |
80,000 |
$1.70 |
Exercise of Warrants |
|
June 2019 |
Deepkloof |
1,111,111 |
$1.17 |
Private Placement |
|
August 2019 |
Deepkloof |
6,940,000 |
$1.32 |
Private Placement |
|
August 2019 |
Deepkloof |
2,856,000 |
$1.25 |
Prospectus Offering |
|
December 2019 |
Deepkloof |
1,612,931 |
$1.24 |
Private Placement |
|
June 2020 |
Deepkloof |
500,000 |
$1.40 |
Private Placement |
|
October 2020 |
Deepkloof |
1,146,790 |
$2.18 |
Private Placement |
|
December 2020 |
Deepkloof |
1,121,076 |
$2.23 |
Private Placement |
|
|
|
21,686,849 |
|
|
All amounts receivable and accounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment. These transactions are in the normal course of business and are recorded at consideration established and agreed to by the parties.
6. Off-Balance Sheet Arrangements
The Company does not have any special purpose entities nor is it party to any off-balance sheet arrangements.
7. Outstanding Share Data
The Company has an unlimited number of common shares authorized for issuance without par value. At November 30, 2020, there were 70,726,617 common shares outstanding and 3,182,500 incentive stock options outstanding. At January 13, 2021, 72,209,776 shares are outstanding.
8. Risk Factors
The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on results, business prospects or financial position. For a comprehensive list of the risks and uncertainties affecting our business, please refer to the section entitled "Risk Factors" in the 2020 20-F, which was also filed as the Company's AIF, and the documents incorporated by reference therein. The Company's 2020 20-F may be found on EDGAR at www.sec.gov and the AIF may be found on SEDAR at www.sedar.com. Certain risk factors are discussed below in more detail.
Impact of COVID-19
In December 2019, a novel strain of coronavirus known as SARS-CoV-2 which is responsible for the coronavirus disease known as COVID-19 surfaced in Wuhan, China and has spread around the world, with resulting business and social disruption. COVID-19 was declared a worldwide pandemic by the World Health Organization on March 11, 2020. The speed and extent of the spread of COVID-19, and the duration and intensity of resulting business disruption and related financial and social impact, are uncertain. Further, the extent and manner to which COVID-19, and measures taken by governments, the Company or others to attempt to reduce the spread of COVID-19, may affect the Company and cannot be predicted with certainty.
COVID-19 and the related measures taken by government have had and may continue to have an adverse impact on many aspects of the Company's business including, employee health, workforce productivity and availability, travel restrictions, contractor availability, supply availability, the Company's ability to maintain its controls and procedures regarding financial and disclosure matters and the availability of insurance and the costs thereof, some of which, individually or when aggregated with other impacts, may be material to the Company.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
With effect from March 26, 2020, the Government of South Africa ordered a hard national lockdown until April 21, 2020, where all residents of South Africa could only leave their residence under strictly controlled circumstances (e.g. to buy food, seek medical assistance) in order to address the COVID-19 pandemic. The hard lockdown was thereafter extended to April 30, 2020. Currently, South Africa is under a phased risk-alert lockdown process, with Level 5 being the hard, drastic lockdown that was imposed during April 2020 and Level 1 being a return to normalcy, but retaining the use of masks, sanitisers and social distancing. Level 1 was re-implemented on September 21, 2020. The relaxation of the hard lockdown resulted in the number of infections increasing and accelerating in South Africa. In response the Government moved South Africa from Level 1 to an adjusted Level 3 lockdown on December 29, 2020 with further Level 3 adjustments made on January 11, 2020. Level 3 places more stringent limitations on gatherings as well as a national curfew from 9:00 pm until 5:00 am. The Company cannot provide any assurances that governments in Canada or South Africa will not implement measures that result in suspension or reduction of development operations at Waterberg or other projects the Company is involved in.
In addition, the actual or threatened spread of COVID-19 globally, and responses of governments and others to such actual or threatened spread, could also have a material adverse effect on the global economy, could continue to negatively affect financial markets, including the price of palladium and platinum and the trading price of the Company's shares, could adversely affect the Company's ability to raise capital, and could cause continued interest rate volatility and movements that could make obtaining financing or refinancing debt obligations more challenging or more expensive. Furthermore, with regard to the Company, the COVID-19 pandemic and the measures implemented for the prevention, mitigation and management thereof may result in delays in the grant of the Waterberg mining right or water use licence or other authorisations and permits required for the Waterberg Project by reason of regulatory officials not being available, the restriction on the movement of persons to conduct inspections and site visits and the inability to meet with community consultative forums.
Africa Wide
On September 20, 2018, the Company reported receipt of a summons issued by Africa Wide, formerly the holder of a 17.1% interest in Maseve, commencing legal proceedings in South Africa against PTM RSA, Royal Bafokeng Platinum Limited ("RBPlat") and Maseve in relation to the Maseve Transaction. Africa Wide sought to set aside the closed Maseve Transaction. On an exception application, RBPlat successfully challenged, with costs, Africa Wide's claim on the grounds that its particulars of claim were vague and embarrassing and/or lacked averments necessary to sustain a cause of action. Africa Wide was given leave to amend its particulars of claim and filed amended particulars of claim on April 17, 2019.
On May 9, 2019, PTM filed notice in the High Court requiring Africa Wide to produce those agreements and documents upon which it has based its claim. Africa Wide responded to the effect that the requested documentation was either in our possession or not required for the defendants to plead. We filed a plea of our defences to Africa Wide's claims on July 19, 2019. RBPlat and Maseve likewise filed pleas of their defences on the same date. All of the defendants, when so doing, also raised a special plea of non-joinder, on the basis that Africa Wide had not, on its own version of the facts and events contended for, joined all parties to the proceedings who have a direct and substantial interest in the relief that Africa Wide sought. After initially resisting these special pleas, Africa Wide has subsequently conceded the need to join additional defendants. Pursuant to bringing a joinder application, Africa Wide joined Royal Bafokeng Resources (Pty) Limited ("RBR") as a 4th defendant to the action and made further amendments to its particulars of claim on June 10, 2020. We delivered a consequentially amended plea on October 2, 2020.
On November 12, 2020, Africa Wide delivered yet a further amendment to its particulars of claim. Africa Wide, in terms of these further amended particulars of claim, seeks to set aside the Maseve sale transaction, and an order directing that RBR return to Maseve all assets received by it pursuant to the sale transaction, and that the shares transferred pursuant thereto, be returned to it. In consequence of this development a case management meeting followed before the judge allocated to deal with this matter, and the judge has directed that the matter proceed in accordance with the practice directive pertaining to commercial court matters. Further pleadings, statements and documents will be exchanges in the coming months and a provisional trial date has been allocated for the period October 4 to October 12, 2021. While both the Company and RBPlat believe, after receiving legal advice, that the Africa Wide action, as further amended, remains procedurally, factually and legally defective in certain material respects, no assurance can be provided that we will prevail in this action. If Africa Wide were successful, it could have a material adverse effect on the Company.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
9. Outlook
The Company's key business objective is to advance the palladium dominant Waterberg Project to a development and construction decision. The next major milestone for the Company is the grant of a mining right for the project. Although platinum demand and pricing has been stagnant in recent years, it has recently been resurgent. The markets for palladium, gold and rhodium have been strong in 2019 and through 2020, resulting in a higher overall 4E metal basket price. We expect a strong forward market for platinum, palladium and rhodium based on the trend of increasing car sales in China, where the largest amount of palladium and rhodium are used, the potential for the emergence of a hydrogen-based economy and the concurrent use of PGEs, as well as the potential for the use of PGEs in new lithium battery technologies.
The Company continues to work on advancing project permitting, infrastructure servitudes and community relationships with its partners Implats, JOGMEC, HANWA and Mnombo, through a technical committee of Waterberg JV Co. The Company and Waterberg JV Co. have begun a process to assess commercial alternatives for mine development, financing and concentrate offtake. Several parties are currently in discussions with the Company. The Implats Offtake ROFR allows Implats the opportunity to match any offtake terms offered by a bona fide third party. Concentrate offtake discussions and negotiations with Implats also continue.
The Company's battery technology initiative through Lion with Amplats represents a new opportunity in the high-profile lithium battery research and innovation field. The investment in Lion creates a potential vertical integration with a broader industrial market development strategy to bring new technologies to market which use palladium and platinum. Research and development efforts by FIU on behalf of Lion continue.
The Company will continue to follow government health directives in the months ahead and will make the health and safety of employees a priority. The Company plans to drive ahead with its core business objectives while reducing costs where possible in this period of market uncertainty.
As well as the discussions within this MD&A, the reader is encouraged to also see the Company's disclosure made under the heading "Risk Factors" in the Company's annual 2020 20-F, which was also filed as the Company's AIF in Canada.
10. Critical Accounting Estimates and Judgements
The preparation of the Company's consolidated financial statements in conformity with IFRS required management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as income and expenses. The Company's accounting policies are described in Note 3 of the Company's audited consolidated financial statements for the year ended August 31, 2020.
Fair value of embedded derivatives
Where the fair value of financial liabilities recorded in the financial statements cannot be derived from active markets, their fair value is determined using valuation techniques including the partial differential equation method. The inputs to this model are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible.
Determination of ore reserve and mineral resource estimates
The Company estimates its ore reserves and mineral resources based on information compiled by Qualified Persons as defined by NI 43-101. Reserves determined in this way are used in the calculation of depreciation, amortization and impairment charges, and for forecasting the timing of the payment of closure and restoration costs. In assessing the life of a mine for accounting purposes, mineral resources are only taken into account where there is a high degree of confidence of economic extraction. There are numerous uncertainties inherent in estimating ore reserves, and assumptions that are valid at the time of estimation and they may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in reserves being restated. Such changes in reserves could impact depreciation and amortization rates, asset carrying values and provisions for close down and restoration costs.
PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2020
Assumption of control of Mnombo and Waterberg JV Resources for accounting purposes
The Company has judged that it controls Mnombo for accounting purposes as it owns 49.9% of the outstanding shares of Mnombo and has contributed all material capital to Mnombo since acquiring its 49.9% share. From inception to date, the Company has funded both the Company's and Mnombo's share of expenditures on the Waterberg Project. At November 30, 2020 Mnombo owed the Company approximately $5.3 million for funding provided. Currently there are no other sources of funding known to be available to Mnombo. If in the future Mnombo is not deemed to be controlled by the Company, the assets and liabilities of Mnombo would be derecognized at their carrying amounts. Amounts recognized in other comprehensive income would be transferred directly to retained earnings. If a retained interest remained after the loss of control it would be recognized at its fair value on the date of loss of control. Although the Company controls Mnombo for accounting purposes, it does not have omnipotent knowledge of Mnombo's other shareholders activities. Mnombo's 50.01% shareholders are historically disadvantaged South Africans. The Company also determined that it controls Waterberg JV Co. given its control over Mnombo as well as its power over the investee.
Deferred tax assets and liabilities and resource taxes
The determination of our future tax liabilities and assets involves significant management estimation and judgment involving a number of assumptions. In determining these amounts the Company interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of future tax assets and liabilities. We also make estimates of our future earnings which affect the extent to which potential future tax benefits may be used. We are subject to assessment by various taxation authorities, which may interpret tax legislation in a manner different from our view. These differences may affect the final amount or the timing of the payment of taxes. When such differences arise, we make provision for such items based on our best estimate of the final outcome of these matters.
11. Disclosure Controls and Internal Control Over Financial Reporting
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings made pursuant to both the SEC and Canadian Securities Administrators requirements are recorded, processed, summarized and reported in the manner specified by the relevant securities laws applicable to the Company. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the applicable securities legislation is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
Management is responsible for establishing and maintaining adequate internal controls over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There has been no change in our internal control over financial reporting during the period ended November 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
12. Other Information
Additional information relating to the Company for the period ended November 30, 2020 may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Readers are encouraged to review the Company's audited annual consolidated financial statements for the year ended August 31, 2020 together with the notes thereto as well as the 2020 20-F, which was also filed as the Company's AIF.
13. List of Directors and Officers
|
Directors |
Officers |
|
|
R. Michael Jones |
Diana Walters |
R. Michael Jones (CEO) |
|
Frank R. Hallam |
John Copelyn |
Frank R. Hallam (CFO & Corporate Secretary) |
|
Tim Marlow |
Stuart Harshaw |
Kris Begic (VP, Corporate Development) |
Exhibit 99.3
CONSENT OF EXPERT
The undersigned hereby consents to the inclusion in the Management's Discussion and Analysis (the "MD&A") of Platinum Group Metals Ltd. (the "Company") for the period ended November 30, 2020 of references to the undersigned as a non-independent qualified person and the undersigned's name with respect to the disclosure of technical and scientific information contained in the MD&A (the "Technical Information"). The undersigned further consents to the incorporation by reference in the Company's Registration Statement on Form F-3 (File No. 333-231964) filed with the United States Securities and Exchange Commission, of the references to the undersigned's name and the Technical Information in the MD&A.
/s/ R. Michael Jones
R. Michael Jones
Date: January 13, 2021
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, R. Michael Jones, President and Chief Executive Officer of Platinum Group Metals Ltd., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Platinum Group Metals Ltd. (the "issuer") for the interim period ended November 30, 2020.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's 1CFR is the Internal Control - Integrated Framework (COSO Framework) prepared by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
- 2 -
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on September 1, 2020 and ended on November 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: January 13, 2021
|
/s/ R. Michael Jones |
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Frank R. Hallam, Chief Financial Officer of Platinum Group Metals Ltd., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Platinum Group Metals Ltd. (the "issuer") for the interim period ended November 30, 2020.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's 1CFR is the Internal Control - Integrated Framework (COSO Framework) prepared by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
- 2 -
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on September 1, 2020 and ended on November 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: January 13, 2021
|
/s/ Frank Hallam |
 |
838 – 1100 Melville Street Vancouver, BC V6E 4A6 P: 604-899-5450 F: 604-484-4710 |
|
News Release |
No. 21-427 January 13, 2021 |
Platinum Group Metals Ltd. Reports First Quarter Results
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American) ("Platinum Group" "PTM" or the "Company") reports the Company's financial results for the three months ended November 30, 2020 and provides a summary of recent events and outlook. The Company is focussed on advancing the palladium dominant Waterberg Project located on the Northern Limb of the Bushveld Complex in South Africa (the "Waterberg Project"). The Waterberg Project is planned as a fully mechanised, shallow, decline access palladium, platinum, gold and rhodium ("4E") mine and is projected to be one of the largest and lowest cost underground platinum group metals ("PGM" or "PGMs") mines globally.
The Company's near-term objectives are to achieve the grant of a mining right for the palladium dominant Waterberg Project and complete construction funding and concentrate offtake arrangements. The Company is also advancing an initiative through Lion Battery Technologies Inc. ("Lion") in collaboration with Anglo American Platinum Limited ("Anglo") and Florida International University ("FIU"). Lion was jointly formed in 2019 by Platinum Group and Anglo to accelerate the development of next-generation lithium battery technology using platinum and palladium.
For details of the condensed consolidated interim financial statements for the three months ended November 30, 2020 (the "Financial Statements") and Management's Discussion and Analysis for the three months ended November 30, 2020 please see the Company's filings on SEDAR (www.sedar.com) or on EDGAR (www.sec.gov). Shareholders are encouraged to visit the Company's website at www.platinumgroupmetals.net. Shareholders may receive a hard copy of the complete Financial Statements from the Company free of charge upon request.
All amounts herein are reported in United States dollars unless otherwise specified. The Company holds cash in Canadian dollars, United States dollars and South African Rand. Changes in exchange rates may create variances in the cash holdings or results reported.
Recent Events
On December 8, 2020 the Company closed a non-brokered private placement of 1,121,076 common shares at price of $2.23 per share to existing major beneficial shareholder, Hosken Consolidated Investments Limited ("HCI") through its subsidiary Deepkloof Limited ("Deepkloof"), resulting in gross proceeds to the Company of $2.5 million and allowing HCI to maintain approximately a 31% interest in the Company as they held prior to the at-the-market offering completed by the Company on November 30, 2020, as described below.
| PLATINUM GROUP METALS LTD. | …2 |
On November 30, 2020 the Company completed sales of an "at-the-market" offering of common shares first announced on September 4, 2020. The offering was completed pursuant to an Equity Distribution Agreement with BMO Capital Markets Corp. ("BMO"), whereby Platinum Group sold 5,440,186 common shares in the capital of the Company at an average price of $2.21 for gross proceeds of US $12.0 million.
On October 15, 2020, the Company closed a non-brokered private placement with HCI, for 1,146,790 Common Shares at a price of $2.18 each for gross proceeds of $2.5 million. HCI completed the placement through Deepkloof, which maintained HCI's effective ownership percentage in the Company at that time of approximately 31%.
On September 21, 2020, the Company was added to the S&P/TSX SmallCap Index.
On September 4, 2020, the Company entered into an Equity Distribution Agreement with BMO Capital Markets Corp. under which Platinum Group was permitted to sell its common shares from time to time for up to $12.0 million in aggregate sales proceeds in "at-the-market" transactions. No offers or sales of common shares were made in Canada, to anyone known to be a resident of Canada or on or through the facilities of the Toronto Stock Exchange or other trading markets in Canada.
On August 4, 2020, the U.S. Patent and Trademark Office issued Patent No. 10,734,636 B2 entitled "Battery Cathodes for Improved Stability" to FIU. The patent includes the use of PGMs, carbon nanotubes and other innovations in lithium batteries. Under a sponsored research agreement, Lion has exclusive rights to such battery technology being developed by FIU, including patents granted. Lion was jointly formed in 2019 by Platinum Group and Anglo to accelerate the development of next-generation battery technology using platinum and palladium.
On June 17, 2020, the Company closed a non-brokered private placement of 1,221,500 common shares at price of $1.40 each for gross proceeds of $1.71 million. HCI subscribed for 500,000 common shares through Deepkloof.
On June 15, 2020, Impala Platinum Holdings Ltd. ("Implats") delivered formal notice stating their intention not to exercise their Purchase and Development Option (the "Purchase and Development Option") to acquire and earn into a 50.01% interest in Waterberg JV Resources (Pty) Limited ("Waterberg JV Co."). Implats stated that notwithstanding the positive progress achieved on the Implementation Work Program (defined below) to date, and the strategic alignment between the Waterberg asset and Implats stated portfolio objectives, the unprecedented events brought about by the COVID-19 pandemic necessitated Implats to re-evaluate the impact of increased economic uncertainty on Implats' strategy and risk appetite in the short, medium and long term. Implats has indicated they intend to continue discussions in good faith on potential smelter offtake arrangements for the Waterberg Project. Implats reiterated their support of both the Waterberg Project and the joint venture partners and plans to remain an active 15% participant, including funding of their share of costs, subject to future considerations.
| PLATINUM GROUP METALS LTD. | …3 |
On March 31, 2020, the Implats' Purchase and Development Option was amended, by formal agreement, to extend the termination date from April 17, 2020 to ninety calendar days following receipt of an executed mining right for the Waterberg Project. In consideration, Implats funded 100% of a post feasibility study work program (the "Implementation Work Program") aimed at analyzing risks and increasing confidence in specific areas of the Waterberg DFS (as defined below).
On December 19, 2019, the Company closed a non-brokered private placement of 3,225,807 common shares at price of $1.24 each for gross proceeds of $4.0 million. HCI subscribed for 1,612,931 common shares through Deepkloof, increasing HCI's effective ownership percentage in the Company to approximately 31.67%.
On September 24, 2019, the Company published the results of a definitive feasibility study for the Waterberg Project (the "Waterberg DFS"). Later, on December 5, 2019, the shareholders of Waterberg JV Co. formally approved the Waterberg DFS. The associated technical report entitled "Independent Technical Report, Waterberg Project Definitive Feasibility Study and Mineral Resource Update, Bushveld Complex, South Africa" dated October 4, 2019 was filed on SEDAR on October 7, 2019 and on EDGAR on October 8, 2019. The Waterberg DFS projects a fully mechanised, shallow, decline access PGM mine at an annual steady state production rate of 420,000 4E ounces and a 45 year mine life on current reserves. The Waterberg DFS concludes that the Waterberg Project will be one of the largest and potentially lowest cash cost underground PGM mines globally.
Results For The Three Months Ended November 30, 2020
During the three months ended November 30, 2020, the Company incurred a net loss of $2.56 million (November 30, 2019 - net gain of $0.55 million). General and administrative expenses during the period were $0.83 million (November 30, 2019 - $1.05 million), gains on foreign exchange were $99 thousand (November 30, 2019 - $7 thousand gain) due to the US Dollar decreasing in value relative to the parent company's functional currency of the Canadian Dollar. Stock based compensation expense, a non-cash item, totalled $0.44 million (November 30, 2019 - $0.244 million). Interest expense of $1.31 million was lower in the current period (November 30, 2019 - $1.35 million) due to reduced debt levels. A gain on fair value of financial instruments of $3.13 million was recognized in the comparative period ended November 30, 2019 due to the expiry of warrants and was a loss of $8 thousand in the current period.
At November 30, 2020, finance income consisting of interest earned and property rental fees in the period amounted to $24 thousand (November 30, 2019 - $63 thousand). Loss per share for the period amounted to $0.04 as compared to a gain of $0.01 per share for the three months ended November 30, 2019.
Accounts receivable at November 30, 2020 totalled $0.46 million (November 30, 2019 - $0.22 million) while accounts payable and accrued liabilities amounted to $0.79 million (November 30, 2019 - $1.41 million). Accounts receivable were comprised of mainly of amounts receivable for value added taxes repayable to the Company in South Africa and in Canada. Accounts payable consisted primarily of Waterberg engineering fees, accrued professional fees and regular trade payables.
| PLATINUM GROUP METALS LTD. | …4 |
Total expenditures on the Waterberg Project, before partner reimbursements, for the period were approximately $0.54 million (November 30, 2019 - $1.0 million). At November 30, 2020, $38.4 million in accumulated net costs had been capitalized to the Waterberg Project (November 30, 2019 - $39.2 million). Total expenditures on the property since inception to November 30, 2020 are approximately $76.2 million.
For more information on mineral properties, see Note 3 of the Financial Statements.
Outlook
The Company's primary business objective is to advance the palladium dominant Waterberg Project to a development and construction decision. The positive results of the Waterberg DFS provide a solid value assessment for the Waterberg Project. The long-term market outlook for the metals to be produced at Waterberg remains positive. The Implementation Work Program completed on September 15, 2020, and paid for substantially by Implats, focussed on project optimization, operational readiness and risk mitigation. The Implementation Work Program confirmed important aspects of the DFS, established mitigation approaches for certain possible risks, and identified several upside opportunities.
The Company will continue working towards its next major milestone; obtaining a mining right for the Waterberg Project. Waterberg JV Co. applied for a mining right in August 2018 and an environmental authorization in July of 2019. Detailed consultation with communities, local municipalities, the Limpopo Provincial government and South African national authorities is complete for the mining right application. An environmental authorisation was granted on August 12, 2020, subject to a public notice period and finalization of issues raised by affected parties, which process was completed on November 10, 2020.
In addition to discussions with Implats, the Company and Waterberg JV Co. have begun a process to assess commercial alternatives for mine development financing and concentrate offtake, subject to Implats' right to match offtake proposals. Several parties are currently in discussions with the Company.
The Company's battery technology initiative through Lion represents a new research, innovation and commercialization opportunity in the high-profile lithium battery field using palladium and platinum. Recent laboratory research by Lion has discovered innovations that are in line with our technical objectives and are now covered in granted patents and patent applications filed by FIU on behalf of Lion. The investment in Lion creates a potential vertical integration with electric vehicles, which may otherwise be a potential threat to the platinum and palladium market.
The Company will follow government health directives in the months ahead. The health and safety of employees is a priority. The Company plans to drive ahead with its core business objectives while reducing costs where possible in this period of market uncertainty.
| PLATINUM GROUP METALS LTD. | …5 |
As well as the discussions within this press release, the reader is encouraged to also see the Company's disclosure made under the heading "Risk Factors" in the Company's 2020 annual Form 20-F, which was also filed as the Company's Annual Information Form in Canada.
Qualified Person
R. Michael Jones, P.Eng., the Company's President, Chief Executive Officer and a shareholder of the Company, is a non-independent qualified person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and is responsible for preparing the scientific and technical information contained in this news release. He has verified the data by reviewing the detailed information of the geological and engineering staff and independent qualified person reports as well as visiting the Waterberg Project site regularly.
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 Implats, Mnombo Wethu Consultants (Pty) Ltd., JOGMEC and Hanwa Co. Ltd.
On behalf of the Board of
Platinum Group Metals Ltd.
Frank R. Hallam
CFO, Corporate Secretary and Director
For further information contact:
R. Michael Jones, President
or Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450
www.platinumgroupmetals.net
Disclosure
The Toronto Stock Exchange 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.
The recent COVID-19 pandemic and related measures taken by government create uncertainty and have had, and may continue to have, an adverse impact on many aspects of the Company's business, including employee health, workforce productivity and availability, travel restrictions, contractor availability, supply availability, the Company's ability to maintain its controls and procedures regarding financial and disclosure matters and the availability of capital and insurance and the costs thereof, some of which, individually or when aggregated with other impacts, may be material to the Company.
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 the advancement of the Waterberg Project, Implats' continuation of discussions of potential smelter offtake arrangements and continued participation in the Waterberg Project, the market for PGMs, the results of the Waterberg DFS, the Waterberg Project becoming one of the largest and potentially lowest cash cost underground PGM mines globally, financing and mine development of the Waterberg Project including potential commercial alternatives for mine development financing and concentrate offtake, the grant of a mining right, the Company's plan to drive ahead with core business objectives, Lion securing future patent rights and the acceleration of developments of next generation battery technology. Estimates of mineral reserves and mineral resources are also forward-looking statements. 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.
| PLATINUM GROUP METALS LTD. | …6 |
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 possible adverse impacts due the global outbreak of COVID-19 (as described above), the Company's inability to generate sufficient cash flow or raise sufficient additional capital to make payment on its indebtedness, and to comply with the terms of such indebtedness; additional financing requirements; the US $20 million senior secured facility with the Sprott Private Resource Lending II (Collector), LP ("Sprott") entered into August 21, 2019 (the "2019 Sprott Facility") is, and any new indebtedness may be, secured and the Company has pledged its shares of PTM RSA, and PTM RSA has pledged its shares of Waterberg JV Co. to Sprott, under the 2019 Sprott Facility, which potentially could result in the loss of the Company's interest in PTM RSA and the Waterberg Project in the event of a default under the 2019 Sprott Facility or any new secured indebtedness; the Company's history of losses and negative cash flow; the Company's ability to continue as a going concern; 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 Toronto Stock Exchange 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 ("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 as a result of new information, future events or results or otherwise.
| PLATINUM GROUP METALS LTD. | …7 |
Estimates of mineralization and other technical information referred to or included herein have been prepared in accordance with NI 43-101. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 standards, mineralization may not be classified as a "reserve" unless the mineralization can be economically and legally extracted or produced at the time the "reserve" determination is made. As a result, the reserves reported by the Company in accordance with NI 43-101 may not qualify as "reserves" under SEC Industry Guide 7. In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and historically have not been permitted to be used in reports and registration statements filed with the SEC pursuant to SEC Industry Guide 7. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. In particular, "inferred mineral resources" have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an "inferred mineral resource" will ever be upgraded to a higher category. Disclosure of "contained ounces" in a resource is permitted disclosure under NI 43-101; however, SEC Industry Guide 7 normally only permits issuers to report mineralization that does not constitute "reserves" by SEC Industry Guide 7 standards as in-place tonnage and grade without reference to unit measures. Accordingly, descriptions of the Company's mineral deposits in this press release may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of SEC Industry Guide 7.