Latest news with #PrivatePlacement
Cision Canada
28-05-2025
- Business
- Cision Canada
Definity Financial Corporation Announces Increased Size of Previously Announced Private Placements of Common Shares to $385 million
/NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/ WATERLOO, ON, May 28, 2025 /CNW/ - Definity Financial Corporation (TSX: DFY) announced today that it has increased the size of its previously announced private placements. Pursuant to the amended terms, the syndicate of underwriters, led by RBC Capital Markets as Sole Bookrunner (collectively the "Underwriters"), has agreed to purchase, on a bought deal basis, an aggregate of 4,631,000 common shares of Definity ("Common Shares") at an offering price of $66.65 per Common Share (the "Offering Price") for gross proceeds of approximately $309 million (the "Offering"). The Underwriters intend to arrange for substituted purchasers for the Common Shares being issued in the Offering. In connection with the exercise by Healthcare of Ontario Pension Plan Trust Fund ("HOOPP") of its pre-emptive right under the Governance Agreement dated November 23, 2021 between Definity and HOOPP, HOOPP has agreed to increase its purchase of Common Shares on a private placement basis to 1,151,256 at a price of $66.65 per Common Share, for aggregate gross proceeds of approximately $77 million, subject to the terms of HOOPP's subscription agreement (the "HOOPP Private Placement"). The net proceeds from the Offering and HOOPP Private Placement are intended to be used by Definity to fund a portion of the purchase price of the previously announced acquisition of the Canadian operations of Travelers (other than Travelers' Canadian surety business) for cash consideration of approximately $3.3 billion (the "Transaction"). The closing of the HOOPP Private Placement is conditional on the closing of the Offering; however, the closing of the Offering is not conditional on the closing of the HOOPP Private Placement. The Common Shares will be offered by way of private placement to "accredited investors" in all provinces and territories of Canada, and in the United States on a private placement basis to "qualified institutional buyers" pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in such other jurisdictions outside of Canada and the United States in accordance with applicable law. Closing of the Offering is expected to occur on or about June 11, 2025, subject to the approval of the Toronto Stock Exchange and customary closing conditions. Closing of the Offering is not conditional upon closing of the Transaction. In the event that the Transaction does not ultimately close, the net proceeds from the Offering are intended to be used by Definity for general corporate purposes. The Common Shares have not been and will not be registered under the U.S. Securities Act, or under any state securities laws in the United States, and may not be offered, sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. This release does not constitute an offer to sell or a solicitation to buy Common Shares in the United States or in any other jurisdiction where such offer is or may be unlawful. About Definity Financial Corporation Definity Financial Corporation ("Definity" or the "Company", which include its subsidiaries where the context so requires) is one of the leading property and casualty insurers in Canada, with over $4.5 billion in gross written premiums for the 12 months ended March 31, 2025 and approximately $3.4 billion in equity attributable to common shareholders as at March 31, 2025. Cautionary Note Regarding Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable securities laws in Canada. Forward-looking information may relate to our future business, financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, plans and objectives. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "aims", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "optimize", "strengthening", "leadership", "believes", or variations of such words and phrases or statements that certain actions, events or results "can", "may", "could", "delivers", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Specifically, forward-looking information in this news release includes, among other things, statements in respect of: the Transaction; the terms of the Transaction, including the anticipated purchase price; expectations regarding Transaction financing; the terms of the Offering; the intended use of the net proceeds of the Offering; and the HOOPP Private Placement. Statements containing forward-looking information are not historical facts, but instead represent management's expectations, estimates and projections regarding possible future events or circumstances. Forward-looking information in this news release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. In addition to other estimates and assumptions which may be identified herein, estimates and assumptions have been made regarding, among other things: that the Transaction will be effected as currently proposed; that sources of funding of the Transaction will be available in a timely manner on terms acceptable to Definity; that the Offering and HOOPP Private Placement will be effected as currently proposed; that all requisite approvals will be obtained in a timely manner in form and substance acceptable to Definity; that the Transaction will otherwise proceed on the currently anticipated timing; that the expected benefits of the Transaction will be realized; and that the applicable economic and political environments and current industry conditions will generally continue. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as at the date such statements are made, and are subject to many factors that could cause our actual results, performance or achievements, or other future events or developments, to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors: Definity's ability to continue to offer competitive pricing or product features or services that are attractive to customers; Definity's ability to appropriately price its insurance products to produce an acceptable return, particularly in provinces where the regulatory environment requires auto insurance rate increases to be approved or that otherwise impose regulatory constraints on auto insurance rates; Definity's ability to accurately assess the risks associated with the insurance policies that it writes; Definity's ability to assess and pay claims in accordance with its insurance policies; Definity's ability to obtain adequate reinsurance coverage to manage risk; Definity's ability to accurately predict future claims frequency or severity, including the frequency and severity of weather-related events and the impact of climate change; Definity's ability to address inflationary cost pressures through pricing, supply chain, or cost management actions; the occurrence of unpredictable catastrophe events; litigation and regulatory actions, including potential claims in relation to demutualization and our IPO and unclaimed demutualization benefits and the tax treatment of related amounts transferred to the Company, and COVID-19-related class- action lawsuits that have arisen and which may arise, together with associated legal costs; unfavourable capital market developments, interest rate movements, changes to dividend policies or other factors which may affect our investments or the market price of the Common Shares; changes associated with the transition to a low-carbon economy, including reputational and business implications from stakeholders' views of our climate change approach or of our environmental or climate change–related representations (i.e. "greenwashing"), that of our industry, or that of our customers; Definity's ability to successfully manage credit risk from its counterparties; foreign currency fluctuations; Definity's ability to meet payment obligations as they become due; Definity's ability to maintain its financial strength rating or credit rating; Definity's dependence on key people; Definity's ability to attract, develop, motivate, and retain an appropriate number of employees with the necessary skills, capabilities, and knowledge; Definity's ability to appropriately collect, store, transfer, and dispose of information; Definity's reliance on information technology systems and software, internet, network, data centre, voice or data communications services and the potential disruption or failure of those systems or services, including disruption as a result of cyber security risk or of a third-party service provider; failure of key service providers or vendors to provide services or supplies as expected, or comply with contractual or business terms; Definity's ability to obtain, maintain and protect its intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology; Definity's ability to effectively govern the use of models, artificial intelligence, and generative AI technology; compliance with and changes in legislation or its interpretation or application, or supervisory expectations or requirements, including changes in the scope of regulatory oversight, effective income tax rates, risk-based capital guidelines, accounting standards, and generally accepted actuarial techniques; changes in domestic or foreign government policies, such as cross-border tariffs or trade policies, may negatively impact the Canadian economy and the P&C insurance industry and/or exacerbate other risks to Definity; failure to design, implement and maintain effective controls over financial reporting and disclosure which could have a material adverse effect on our business; deceptive or illegal acts undertaken by an employee or a third party, including fraud in the course of underwriting insurance or administering insurance claims; Definity's ability to respond to events impacting its ability to conduct business as normal; Definity's ability to implement its strategy or operate its business as management currently expects; general business, economic, financial, political, and social conditions, particularly those in Canada; the emergence or continuation of widespread health emergencies or pandemics, and their impact on local, national, or international economies, as well as their heightening of certain risks that may affect our business or future results; the competitive market environment and cyclical nature of the P&C insurance industry; the introduction of advanced technologies, disruptive innovation or alternative business models by current market participants or new market entrants; distribution channel risk, including Definity's reliance on brokers to sell its products; Definity's dividend payments being subject to the discretion of its board of directors and dependent on a variety of factors and conditions existing from time to time; the discontinuance, modification, or failure to renew or complete Definity's normal course issuer bid; Definity's dependence on the results of operations of its subsidiaries and the ability of the subsidiaries to pay dividends; Definity's ability to manage and access capital and liquidity effectively; Definity's ability to successfully identify, complete, integrate and realize the benefits of acquisitions or manage the associated risks, including with respect to the Transaction; management's estimates and judgments in respect of IFRS 17 and its impact on various financial metrics; periodic negative publicity regarding the insurance industry, Definity, or Definity Insurance Foundation; and management's estimates and expectations in relation to interests in the broker distribution channel and the resulting impact on growth, income, and accretion in various financial metrics. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in Section 11 – "Risk Management and Corporate Governance" of our MD&A for the year ended December 31, 2024 should be considered carefully by readers. To the extent any forward-looking information in this presentation constitutes a "financial outlook" within the meaning of applicable securities laws, such information is being provided to assist investors in understanding the potential financial impact of the Transaction. Such information may not be appropriate for other purposes. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, the factors above are not intended to represent a complete list and there may be other factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as at the date made. The forward-looking information contained in this news release represents our expectations as at the date of this news release (or as at the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.
Yahoo
23-05-2025
- Business
- Yahoo
RCF Opportunities Fund II L.P. Files Early Warning Report Regarding Common Shares of Defense Metals Corp.
DENVER, May 22, 2025 (GLOBE NEWSWIRE) -- RCF Opportunities Fund II L.P. ('RCF') reports that it has filed an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of the common shares (the 'Common Shares') in the capital of Defense Metals Corp. (the 'Company'). On May 21, 2025, the Company issued an aggregate of 32,277,963 Common Shares to holders of secured convertible notes of the Company (the 'Convertible Notes'), upon automatic conversion of the Convertible Notes at a price of C$0.125 per Common Share, and in full satisfaction of the accrued interest on the Convertible Notes (the 'Conversion Issuance'). Of this amount, the Company issued an aggregate of 4,080,012 Common Shares to RCF upon the conversion of RCF's C$500,000 Convertible Note, and in full satisfaction of the accrued interest thereon. On the same day, RCF subscribed for 1,720,370 units (the 'Units') of the Company at C$0.15 per Unit, for total proceeds of C$258,055.50, issued pursuant to a concurrent brokered and non-brokered private placement of the Company (the 'Private Placement', and together with the Conversion Issuance, the 'Transactions'). The Company issued an aggregate of 36,841,068 Common Shares under the Private Placement. Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a 'Warrant'). Each Warrant entitles RCF to acquire one additional Common Share at a price of C$0.20 per Common Share, at any time on or before May 21, 2028. As a result of the issuances of Common Shares under the Transactions, RCF's beneficial ownership in respect of the Common Shares, being the securities subject to the most recent report required to be filed by RCF in respect of the Company under National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ('NI 62-103'), fell below 10% of the issued and outstanding Common Shares. Immediately prior to the Transactions, RCF owned and controlled a total of 25,871,008 Common Shares, representing approximately 9.13% of the issued and outstanding Common Shares. Assuming the conversion in whole of its Convertible Note, RCF would have come to own an aggregate of 29,871,008 Common Shares, representing approximately 11.27% of the issued and outstanding Common Shares on a partially-diluted basis. As a result of and immediately following the Transactions, RCF held 31,671,390 Common Shares, representing approximately 9.58% of the issued and outstanding Common Shares. Assuming the exercise of the Warrants, RCF would come to own 32,531,575 Common Shares, representing approximately 9.81% of the issued and outstanding Common Shares on a partially-diluted basis. As RCF no longer holds 10% or more of the issued and outstanding Common Shares, RCF will no longer file early warning reports in respect of its ownership of Common Shares unless and until such time as RCF's aggregate shareholdings exceed 10% of the issued and outstanding Common Shares on a non-diluted or partially-diluted basis. RCF acquired the Common Shares and Warrants in accordance with RCF's investment policy to generate proceeds from its investment in the Company. RCF may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities or may continue to hold its securities in the Company. The Company's head office is located at Suite 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6. To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see the Company's profile on the SEDAR+ website at About RCF Opportunities Fund II L.P. RCF is a private investment fund existing under the laws of the Cayman Islands. RCF is ultimately controlled by RCF Management LLC. For further information and to obtain a copy of the early warning report, please contact: RCF Opportunities Fund II L.P.1400 Wewatta Street, Suite 850Denver, Colorado, 80202Telephone: (720) 946-1444 Attn: Mason Hills
Globe and Mail
22-05-2025
- Business
- Globe and Mail
EverGen Infrastructure Corp. Announces Closing of First Tranche of Private Placement and Change of Management
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws. VANCOUVER, British Columbia, May 22, 2025 (GLOBE NEWSWIRE) -- EverGen Infrastructure Corp. (' EverGen ' or the ' Company ') (TSXV: EVGN) is pleased to announce that, further to its press release dated April 23, 2025, the Company has closed certain transactions contemplated under the share purchase and reorganization agreement (the ' Agreement ') dated April 22, 2025 with Ask America, LLC (the ' Purchaser '). Pursuant to the terms of the Agreement, the Purchaser acquired common shares of the Company (' Common Shares ') for total gross proceeds of CAD$5,000,000 (the ' Private Placement ') and the Company concurrently completed a 'Change of Management', as defined below. Private Placement Pursuant to the terms of the Agreement, the Company closed the first tranche of the Private Placement and issued an aggregate of 8,333,333 Common Shares at a price of $0.60 per Common Share to the Purchaser for gross aggregate proceeds of CAD$5,000,000. It is anticipated that one or more subsequent tranches of the Private Placement will be closed in due course, for aggregate proceeds to the Company of up to CAD$7,000,000. The Common Shares issued pursuant to the Private Placement are subject to a four month hold period pursuant to applicable securities laws. No finder's fees or commissions were paid by the Company in connection with the aforementioned closing. The Company expects to use the proceeds of the Private Placement for working capital and general corporate purposes. The closing of the Private Placement resulted in the Purchaser becoming a new 'Control Person' of the Company (as defined in the policies of the TSX Venture Exchange (the ' TSXV ')) and was approved by a majority of shareholders of the Company by way of written consent, in accordance with TSXV policies. Immediately prior to closing of the Private Placement, 1,211,026 options, warrants and other equity settled incentive securities held by current and former members of the Company's management and Board were surrendered for cancellation for nominal consideration. Change of Management Concurrently with closing of the first tranche of the Private Placement, the majority of the executive officers and directors of the Company resigned and were replaced with a new management team consisting of Chase Edgelow as Chief Executive Officer and Ron Green as Chief Operating Officer, with Sean Hennessey continuing as Chief Financial Officer and a new board of directors of the Company (the ' Board ') consisting of: Chase Edgelow, Varun Anand, Blake Almond, and Mischa Zajtmann (collectively, the ' Change of Management '). The foregoing changes constituted a 'Change of Management' (as defined in the policies of the TSXV) and were approved by a majority of shareholders of the Company by way of written consent, in accordance with TSXV policies. For details of the new management team and Board members, please see the press release of the Company dated April 23, 2025. The Company would like to thank its resigning directors and officers for their service and contributions to the Company and wishes each of them well in their future endeavors. Early Warning Disclosure Upon completion of the Private Placement, ASK America holds 8,333,333 Common Shares, representing approximately 37% of the issued and outstanding Common Shares on a non-diluted basis and approximately 34% of the issued and outstanding Common Shares on a fully diluted basis (after the grant of equity incentive awards described below under ' Equity Incentive Grant '). Prior to completion of the Private Placement, ASK America did not beneficially own, or exercise control or direction over, any securities of the Company. ASK America acquired these securities for investment purposes, and may, in the future, increase or decrease its ownership of securities of the Company, directly or indirectly, from time to time depending upon, among other things, the business and prospects of the Company and future market conditions. For further details regarding the acquisition of the Common Shares described above, see the early warning report which will be available on EverGen's SEDAR+ profile. ASK America can be contacted at Suite 4200, Bankers Hall West, 888 – 3 rd Street SW, Calgary, AB T2P 5C5. Equity Incentive Grant On closing, the Company granted an aggregate of 1,500,000 stock options, 150,000 deferred share units and 350,000 restricted share units to certain directors and officers of the Company pursuant to the Company's equity incentive plan adopted on March 18, 2021. The stock options have an exercise price of $0.60 per Common Share, a seven-year term and vest as to one-third on each of the grant date and the first and second anniversaries of the grant date. The restricted share units vest on the first anniversary of the grant date. About EverGen Infrastructure Corp. EverGen, Canada's Renewable Natural Gas Infrastructure Platform, is combating climate change and helping communities contribute to a sustainable future. Headquartered on the West Coast of Canada, EverGen is an established independent renewable energy producer which acquires, develops, builds, owns and operates a portfolio of Renewable Natural Gas, waste to energy, and related infrastructure projects. EverGen is focused on Canada, with continued growth expected across other regions in North America and beyond. For more information about EverGen Infrastructure Corp. and our projects, please visit About ASK America LLC ASK America LLC is backed by a multi-generational U.S. family office with several decades of investment experience across a broad spectrum of asset classes. The family office has amassed substantial assets under management, fueled by the success of its wholly owned consumer products business as well as the consistent growth of its investment portfolio. Through ASK America LLC, the group brings a combination of operational acumen and patient, long-term capital to its partnerships, with a steadfast commitment to fostering sustainable growth and delivering superior risk-adjusted returns. Cautionary Statements Regarding Forward Looking Information This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as 'may', 'should', 'anticipate', 'will', 'estimates', 'believes', 'intends' 'expects' and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the completion of subsequent tranches of the Private Placement and the use of proceeds of the Private Placement. EverGen cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of EverGen, including expectations and assumptions concerning EverGen, the Private Placement, the Change of Management, the timely receipt of all required approvals and exemptions and the satisfaction of other conditions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of EverGen. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and EverGen does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law. This press release is not an offer of the securities for sale in the United States. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Yahoo
13-05-2025
- Business
- Yahoo
HUB International secures $1.6bn investment at $29bn valuation
HUB International has secured a $1.6bn minority common equity investment, valuing the company at $29bn. In a statement issued on 12 May, HUB said that this valuation is the 'largest enterprise value to date' attained by a private insurance broker. The infusion was led by funds and accounts advised by T. Rowe Price Investment Management, Alpha Wave Global and Temasek, with additional contribution from other investors. HUB was valued at $4.4bn during Hellman & Friedman's initial investment in 2013. The Chicago-based insurance brokerage's valuation grew to $10bn during Altas Partners' minority stake acquisition in 2018 and soared to $23bn during Leonard Green & Partners' investment in 2023. HUB's annual revenue surged to $4.8bn in 2024 from $1.1bn in 2013. The latest infusion furthers HUB's commitment to shareholder liquidity via a Liquid Private Placement, introduced with Leonard Green & Partners' investment in 2023. Hellman & Friedman will continue to hold a controlling interest in HUB and the management team will also maintain a 'significant' equity stake. Altas and Leonard Green & Partners will remain 'significant' minority shareholders and retain their board representation. 'Lack of selling appetite allowed the investment proceeds to provide primary capital for growth initiatives and other general corporate purposes, such as acquisitions, debt repayments, and maintaining excess cash on HUB's balance sheet,' the brokerage said. HUB stated that the investment proceeds will not be used for secondary redemptions of current equity holders. Morgan Stanley Smith Barney and Goldman Sachs were financial advisors to HUB, while Simpson Thacher & Bartlett provided legal counsel for the deal, which is due to close by the end of this month. HUB International chairman and CEO Marc Cohen said: 'Our ongoing investments in innovation, proprietary products, and strategic M&A [mergers and acquisitions], along with our commitment to learning and development, has led to consistent performance and strength in our organic growth and new business generation.' Recently, HUB acquired the assets of Allegiant Global Partners, a US-based consultancy, as part of its expansion strategy. "HUB International secures $1.6bn investment at $29bn valuation " was originally created and published by Life Insurance International, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Yahoo
12-05-2025
- Business
- Yahoo
Platinum Group Metals Ltd. Announces Non-Brokered Private Placement
Vancouver, British Columbia and Johannesburg, South Africa--(Newsfile Corp. - May 12, 2025) - Platinum Group Metals Ltd. (TSX: PTM) (NYSE American: PLG) ("Platinum Group" or the "Company") reports that it intends, subject to regulatory approval, to sell 800,000 common shares of the Company at price of US$1.26 each for gross proceeds of US$1,008,000 million (the "Private Placement") to existing major beneficial shareholder, Hosken Consolidated Investments Limited ("HCI"). The Company intends to use the net proceeds of the Private Placement for its share of pre-construction site work, engineering and preparation costs on the Waterberg Project in South Africa, and for general corporate and working capital purposes. Closing of the Private Placement is subject to customary closing conditions, including stock exchange approvals and completion of the definitive agreement. Pricing of the Private Placement represents a 3.1% premium to the five-day volume weighted average trading price of the Company's shares on the NYSE American stock exchange as of May 9, 2025. The Private Placement will allow HCI to return to a 26% interest in the Company. Securities purchased pursuant to the Private Placement may not be traded for a period of four months plus one day from the closing of the Private Placement. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Act"), as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of such Act. HCI is a "related party" of the Company (as defined by Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101")) and the Company intends to rely on the exemptions from both the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves HCI, exceeds 25 per cent of the Company's market capitalization calculated in accordance with MI 61-101. The Company will not have filed a material change report more than 21 days before the expected closing date of the above transaction as it has negotiated the above transaction on an expedited basis. About Platinum Group Metals Ltd. and Waterberg Project Platinum Group Metals Ltd. is the operator and majority owner of the Waterberg Project, a bulk underground platinum, palladium, rhodium and gold deposit located in South Africa. The Waterberg Project was discovered by Platinum Group and is being jointly developed with Impala Platinum Holdings Ltd., Mnombo Wethu Consultants (Pty) Ltd., and HJ Platinum Metals Company, a company established in 2023 by Japan Organization for Metals and Energy Security and Hanwa Co. Ltd. as a special purpose company to hold and fund their aggregate future equity interests in the Waterberg Project. On behalf of the Board of Platinum Group Metals Ltd. Frank R. HallamPresident and CEO For further information contact: Kris Begic, VP, Corporate DevelopmentPlatinum Group Metals Ltd., VancouverTel: (604) 899-5450 / Toll Free: (866) Disclosure The TSX 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. This news release may contain 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", "would", "will", "could", "can", "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 news release include, without limitation, statements regarding the size, participation in, receipt of regulatory approvals and satisfaction of other closing conditions for, and the completion and amount and use of proceeds of the Private Placement, and the advancement of the Company's objectives for the Waterberg Project. Although the Company believes any forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. 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 the potential inability to obtain required regulatory approvals and satisfy other applicable closing conditions including possible adverse impacts; the Company's history of losses and negative cash flow; 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 Resources (Pty) Ltd. ("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 TSX if it cannot maintain compliance with the applicable listing requirements; and other risk factors described in the Company's most recent Form 40-F annual report, annual information form and other filings with the U.S Securities and Exchange Commission and Canadian securities regulators, which may be viewed at and 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 because of new information, future events or results or otherwise. To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
