UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
Report of Foreign Private Issuer 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of: December, 2014
 
Platinum Group Metals Ltd.
(SEC File No. 001-33562)
 
Suite 788 — 550 Burrard Street, Vancouver BC, V6C 2B5, CANADA 
Address of Principal Executive Office
 
Indicate by check mark whether the registrant files or will file annual reports under cover:
 
Form 20-F o Form 40-F x
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 9, 2014	 	“R. Michael Jones”	
 	 	R. MICHAEL JONES	
 	 	DIRECTOR & CEO	
 
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EXHIBIT INDEX
 
THE FOLLOWING DOCUMENT IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-200824), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED:

Exhibit	 	Description	
99.1	 	Material Change Report dated December 9, 2014	
 
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Exhibit 99.1
 
FORM 51-102F3
MATERIAL CHANGE REPORT

 
Item 1              Name and Address of Company
 
PLATINUM GROUP METALS LTD. (the “ Company ”)
788 — 550 Burrard Street Vancouver BC, V6C 2B5
Telephone: (604) 899-5450     Facsimile: (604) 484-4710
 
Item 2              Date of Material Change
 
December 9, 2014
 
Item 3              News Release
 
A news release was disseminated on December 9, 2014 to the Toronto Stock Exchange (the “ TSX ”) as well as through various other approved public media and was SEDAR filed with the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland Securities Commissions (the “ Commissions ”).
 
Item 4              Summary of Material Change(s)
 
The Company has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and GMP Securities L.P. under which the underwriters have agreed to buy on a bought deal basis 207,600,000 common shares (the “ Common Shares ”), at a price of US$0.53 per Common Share for gross proceeds of US$110,028,000 (the “ Offering ”). The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any.
 
Item 5              Full Description of Material Change
 
5.1                                Full Description of Material Change
 
The Company has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and GMP Securities L.P. under which the underwriters have agreed to buy on a bought deal basis 207,600,000 Common Shares, at a price of US$0.53 per Common Share for gross proceeds of US$110,028,000. The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about December 31, 2014 and is subject to Platinum Group Metals receiving all necessary regulatory approvals.
 
The net proceeds of the Offering will be used to fund Phase 2 development at the WBJV Project 1 platinum mine.  The net proceeds of the Offering, together with the Company’s unrestricted cash on hand, is expected to be sufficient to fully fund the completion of mill and concentrator construction at the WBJV Project 1 platinum mine.  Together with the previously announced Project 1 Senior Secured Operating Facility, the Company believes it has sufficient funds to

 
complete “peak funding” needs at Project 1, to fund continued exploration of the Waterberg Projects and provide for ongoing working capital.
 
The Common Shares will be offered by way of a short-form prospectus in all of the provinces of Canada, excluding Quebec, and will be offered in the United States pursuant to a registration statement filed under the Canada/U.S. multi-jurisdictional disclosure system, and on a private placement basis in certain jurisdictions outside Canada and the United States pursuant to applicable prospectus exemptions. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted in the United States prior to the time the registration statement becomes effective. The news release and this material change report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
 
A written prospectus relating to the offering may be obtained upon request in Canada by contacting BMO Capital Markets, Mississauga Distribution Centre C/O The Data Group of Companies, 80 Ambassador Drive, Mississauga, Ontario, L5T 2Y9 by telephone at 905-696-8884 x4166 or by email at EgNegro@datagroup.ca, and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com.
 
5.2                                Disclosure for Restructuring Transactions
 
Not applicable.
 
Item 6              Reliance on subsection 7.1(2) of National Instrument 51-102
 
Not applicable.
 
Item 7              Omitted Information
 
Not applicable.
 
Item 8              Executive Officer
 
The following senior officer of the Company is knowledgeable about the material change and may be contacted by the Commissions at the following telephone number:
 
R. Michael Jones, President & CEO Phone: (604) 899-5450
 
Item 9             Date of Report
 
December 9, 2014
 
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