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Message: Platinum Group Metals to Increase its Interest in Project 1 Platinum Mine

Platinum Group Metals to Increase its Interest in Project 1 Platinum Mine

posted on Sep 02, 2008 08:38AM

Terrific news.

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September 02, 2008

Platinum Group Metals to Increase its Interest in Project 1 Platinum Mine from 37% to 74%

(Vancouver/Johannesburg) Platinum Group Metals Ltd. ("Platinum Group") (PTM-TSX; PLG-AMEX) announces that it has agreed to a term sheet with Anglo Platinum Limited ("Anglo Platinum") and Wesizwe Platinum Limited ("Wesizwe") to consolidate and rationalize the Western Bushveld Joint Venture ("WBJV"). Under the terms Platinum Group will control 74% of the WBJV Projects 1 and 3 and Wesizwe will control 100% of Project 2 and 26% of Projects 1 and 3. The term sheet is subject to regulatory and other approvals and the completion of definitive agreements.

Anglo Platinum will convert its direct WBJV holdings to shares in Wesizwe (WEZ-JSE) in an empowerment transaction. As a result of the proposed transaction, Platinum Group pays no new cash or shares until up to six months after closing. Projects 1 and 3 will be operated by Platinum Group and Wesizwe will operate their core project.

In the transaction Anglo Platinum will vend its 37% interest in the WBJV to Wesizwe for common shares representing a 26.5% interest in Wesizwe. Platinum Group will concurrently acquire a 37% interest in Projects 1 and 3 from Wesizwe in consideration of Platinum Group's interest in Project 2 and R408 million in cash. The cash payment to Wesizwe has been deferred until six months after closing the proposed transaction and will be held in escrow to be applied towards its capital contribution for the Projects 1 and 3.

As a result of the proposed transaction Platinum Group will:

  • Double its attributable planned production from Project 1 from approximately 92,500 ounces platinum, palladium, rhodium and gold ("4E") per year to 185,000 ounces per annum*;
  • Double its share of Reserves by 1.63 million ounces "4Es" to 3.26 million ounces;
  • Increase attributable Measured and Indicated Resources by 1.75 million ounces 4E (Reserves are a subset of Resources) to 5.4 million ounces;
  • Increase Inferred Resources by 0.44 million ounces 4E to 2.34 million ounces 4E.

* based on the Independent definitive Feasibility Study mine plans release July 7, 2008.

Platinum Group and Wesizwe will work together to maximize the value of the projects in the local communities and the two project teams are looking at engineering synergies for costs savings, power savings and reduced environmental impacts of the projects' mine plans.

R. Michael Jones, President and CEO of Platinum Group said, "We are very pleased with the proposed transaction as it doubles our stake and control of our core platinum project without issuing any shares or cash at this time. The base case in the Feasibility Study on Project 1 was done at US$1,295 per ounce platinum and provided robust returns with a pre-tax IRR of 20% so the next steps are to complete the detailed documentation as quickly as possible for this transaction and arrange an overall project construction financing."

Michael Solomon, President of Wesizwe said, "The transaction results in Wesizwe holding 100% of our core project as well as having an interest in Projects 1 and 3. Platinum Group Metals Ltd. and our company can now each focus on the capital-raising for our core areas of business. The community stands to benefit both as a shareholder of Wesizwe and in our combined cooperative efforts in training and community development."

Details of the Transaction

  1. Wesizwe will purchase Anglo Platinum's 37% interest in the WBJV, comprised of 37% of Projects 1 and 3 and 18.5% of Project 2 (part of the Wesizwe Frischgewaagd-Ledig main project), for 211,850,125 Wesizwe common shares.
  2. In a concurrent transaction Platinum Group will purchase the 37% interest in Projects 1 and 3 from Wesizwe for 785.5M Rand (approximately US$100.7M), offset by the sale to Wesizwe of Platinum Group's 18.5 % of Project 2 for 376.9M Rand (approximately US$48.2M).
  3. The balance, due by Platinum Group, of 408.6M Rand (approximately US$52.4M) is to be paid by Platinum Group into an escrow account within 6 months of the formal closing of this transaction. The escrow account will then be drawn down to satisfy Wesizwe's obligations for the capital account of Projects 1 and 3. If the payment for the balance due is not made by Platinum Group then Wesizwe shall be entitled to claw back up to 19% in the Projects.

The basis of valuation for the negotiations was the 10% discount rate NPVs of the Projects with platinum at US$1,199 per ounce for all projects and a Rand-to-Dollar exchange rate set at 8. The project models included the Feasibility Study results for Projects 1 and 2 and preliminary engineering on Project 3. The proposed acquisition by Platinum Group represents US$32.75 per 4E oz of Proven and Probable Reserves and US$29.94 per 4E oz of Measured and Indicated resources.

Platinum Group was advised by RBC Capital Markets, Wesizwe was advised by Qinisele Resources and Anglo Platinum was advised by Rand Merchant Bank.

The settlement of the "equalization payments" currently due to Anglo Platinum under the terms of the WBJV shall be settled by Wesizwe in common shares and by Platinum Group in cash by December 31, 2008. At present, equalization payments due are approximately US$18 million payable by Wesizwe and US$20 million payable by Platinum Group. If Platinum Group does not pay Anglo Platinum by December 31, 2008, Anglo Platinum can elect to provide a 6 month extension with interest. A total make up of approximately US$2.0M is also payable by Platinum Group to Wesizwe for past exploration costs incurred on Project 2.

The transaction is subject to;

  • The obtaining of all necessary approvals from the South African Competition authorities under the Competition Act, 1998;
  • The obtaining of all required consents of the JSE Limited, TSX and the AMEX and other regulators
  • Section 11 transfer of title for the transfer of Anglo Platinum, Platinum Group and Wesizwe rights in terms of the disposal set out in this term sheet to a company or companies nominated by Wesizwe and Platinum Group for purposes of transfers in terms of the Mineral Petroleum Resources Development Act and Ministerial Approval;
  • Shareholder approval by Wesizwe;
  • South African Reserve Bank approval if required and other regulatory bodies;
  • The Parties entering into definitive agreements on the transaction materially on the terms as are set out herein within 60 days of signature of the term sheet.

The parties have agreed to suspend the 90 day deadline for a Decision to Mine under the terms of the WBJV until the transaction is completed or a condition precedent is not able to be fulfilled. Anglo Platinum will hold a 60 day first right of refusal on the sale of ore or concentrate over the original WBJV mineral rights.

Revised Attributable Reserves and Resources in the Proposed Transaction; WBJV Project 1, July 7, 2007 Effective Date - Feasibility Study (filed on SEDAR August 21, 2008). Pending Detailed Agreements and Conditions Precedents - See Cautionary Statements on Resources.

Merensky Reserves Project 1

Tonnes

4E

Content 4E

Platinum Group

Platinum Group Mozs

t

g/t

Moz

Interest

Merensky Proved

6,706,482

5.55

1.198

74%

0.886

Merensky Probable

11,382,035

5.39

1.971

74%

1.459

Total Merensky Mineral Reserves

18,088,517

5.45

3.169

74%

2.345



UG2 Reserves Project1

Tonnes

4E

Content 4E

Platinum Group

Platinum Group Mozs

t

g/t

Moz

Interest

UG2 Proved

4,245,280

3.38

0.461

74%

0.341

UG2 Probable

7,051,016

3.42

0.775

74%

0.574

Total UG2 Mineral Reserves

11,296,296

3.40

1.236

74%

0.915

Proposed Transaction Results Resources - Pending Detailed Agreements and Conditions Precedents - See Cautionary Statements on Resources, see table:

http://www.platinumgroupmetals.net/u...

Proposed Ownership structure of the WBJV, see:

http://www.platinumgroupmetals.net/u...

Proposed map of the WBJV, see:

http://www.platinumgroupmetals.net/u...

The Qualified Person, ("QP") for this press release is R. Michael Jones, P.Eng. He is non-independent as he is the President and a significant shareholder in Platinum Group. He has verified the data by reviewing the Independent QP reports. Resources and Reserves are quoted from published reports by Platinum Group by Charles Muller and Gordon Cunningham Independent Qualified Persons as at the effective dates in the table. (Reports dated April 25, 2008 - filed June 11, 2008 and July 7, 2008 - filed Aug 21, 2008 on www.sedar.com).

About Platinum Group Metals Ltd.
Platinum Group Metals Ltd. is based in Vancouver BC, Canada and Johannesburg, South Africa. Platinum Group Metals Ltd. has a management team in both Canada and South Africa, which have successful track records of more than 20 years in exploration, mine discovery, mine construction and mine operations. The Company was formed in 2000 and is focused on the development of platinum operations.

On behalf of the Board of
Platinum Group Metals Ltd.

"R. Michael Jones"
President and Director

- 30 -

For further information contact:
R. Michael Jones, President
or John Foulkes, Manager Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450

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