SEC junks Platinum Group's complaint vs Oriental Peninsula for lack of merit

MANILA, Philippines - The Securities and Exchange Commission has dismissed the complaint of Platinum Group Metals Corp. (PGMC) which sought the revocation of registration of securities of listed mining holding firm Oriental Peninsula Resources Group (ORE) due to lack of merit.

In its complaint, PGMC alleged that ORE did not comply with the disclosure requirements of the Securities Regulation Code and made false and misleading representations in the registration statement it filed with the SEC.

In its order, the SEC’s Corporation Finance Department said ORE properly disclosed material legal proceedings in its registration statement and did not misrepresent facts on the conduct of its business operations.

“It has informed the investing public of the different risks involved which may affect the conduct of its business operation. ORE did not make any false representations or assumptions in the valuation of the offer price. The public has been properly warned of the speculative nature of the offer considering that in the determination of its offer price, assumptions and uncertainties or contingencies which are beyond the company’s control were used as basis,” CFD said.

In its complaint, PGMC raised the following issues: ORE mispresented unit Citinickel’s ownership of nickel mining projects as well as Citinickel’s interest and failed to mention the valid and effective operating agreement betrween PGMC and Olympic Mining.

ORE and Citinickel can not operate the subject mining area because of an existing writ of preliminary injunction.

Disputing PGMC’s allegations, ORE said Citinickel is the undisputed holder of a valid mineral production sharing agreement (MPSA) granted in its favor by the government through DENR. Neither Olympic nor PGMC are parties to the MPSA which is a separate and distinct contract from their operating agreement. The operating agreement is therefore not at all material to ORE.

According to the SEC, ORE disclosed in the section “Risk Relating to Pending Litigation” of the final prospectus the company’s involvement in certain legal proceedings related to the cancellation of the operating agreement between PGMC and Olympic.

ORE also disputed PGMC’s claim that it can not operate the mining area because of an existing writ of preliminary injunction.

ORE submitted a copy of the Supreme Court’s resolution dated Jan. 16, 2008 wherein a temporary restraining order was issued against the implementation of the Nov. 20, 2007 decision of the Court of Appeals and the injunction orders issued by the Regional Trial Cout of Puerto Princesa City.

“There is sufficient disclosure as to the court where the case is pending, the date instituted and the parties involved as well as a description of the facts alleged and the relief sought. We find therefore that ORE has sufficiently complied with the disclosure requirements,” CFD said.