UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A
(Amendment No.
2)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
PLATINUM GROUP METALS
LTD.
(Exact name of registrant as specified in its
charter)
| British Columbia, Canada | Not Applicable |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Suite 838 - 1100 Melville Street | |
| Vancouver, BC Canada | V6E 4A6 |
| (Address of principal executive offices) | (Zip Code) |
DL Services, Inc.
Columbia Center
701
5th Avenue, Suite 6100
Seattle, WA 98104-7043
(206)
903-8800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered | Name of each exchange on which each class is to be registered |
| Rights to purchase common shares, no par value | NYSE American LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.[X]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[ ]
Securities Act registration statement file number to which this form relates: _______ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Explanatory Note
This Amendment No. 2 amends the information set forth in Item 1 of the Registration Statement on Form 8-A (File No. 001-33562) (the “Registration Statement”) filed with the Commission on July 11, 2012 by Platinum Group Metals Ltd (the “Company”), as amended by Form 8-A/A filed with the Commission on February 3, 2016.
Item 1. Description of Registrant’s Securities to be Registered.
Item 1 of the Registration Statement is hereby amended by adding the following text:
Pursuant to a consolidation of the Company’s common shares, effective 9:00 a.m. (New York time) on December 13, 2018, each ten common shares issued and outstanding immediately prior to 9:00 a.m. (New York time) on December 13, 2018 were automatically reclassified, without any action of the holder thereof, into one common share. In accordance with Section 2.3 of the Rights Agreement, the price at which a holder may purchase the Company’s post-consolidated common shares under the Rights Agreement upon exercise was adjusted from C$250 to C$2,500 per Right, effective as of the date of the share consolidation.
The foregoing is a summary only of certain terms and conditions of the Rights Agreement and is qualified in its entirety by reference to Section 2.3 of the Rights Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.
Item 2. Exhibits.
| Number | Description | |
| 2.2 | Form of Rights Certificate (included as part of Exhibit 2.1 hereto) |
SIGNATURE
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
PLATINUM GROUP METALS LTD.
| Date: December 13, 2018 | By: | /s/ Frank R. Hallam |
| Frank R. Hallam | ||
| Chief Financial Officer |