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
under the Securities Exchange Act of 1934
For the month of: January 2019
Commission File Number: 001-33562
PLATINUM GROUP METALS LTD.
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 [X] Form 40-F [   ]
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): [   ]
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): [   ]

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.

 	PLATINUM GROUP METALS LTD.	
 	 	
 	/s/ Frank Hallam	
Date: January 11, 2019	Frank Hallam	
 	Chief Financial Officer	

EXHIBIT INDEX
EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-226580) (THE “REGISTRATION STATEMENT”), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED, AND EXHIBIT 99.3 IS HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT TO THE REGISTRATION STATEMENT.

Exhibit	Description	
 	 	
99.1	Condensed Consolidated Interim Financial Statements for the Period Ended November 30, 2018	
 	 	
99.2	Management’s Discussion and Analysis for the Period Ended November 30, 2018	
 	 	
99.3	Consent of R. Michael Jones	
 	 	
99.4	Form 52-109F2 – Certification of Interim Filings - CEO	
 	 	
99.5	Form 52-109F2 – Certification of Interim Filings - CFO	
 	 	
99.6	News Release dated January 11, 2019	

 
Platinum Group Metals Ltd.
 
Condensed Consolidated Interim Financial Statements
(Unaudited - all amounts in thousands of United States Dollars unless otherwise noted )
For the period ended November 30, 2018
 
Filed: January 11, 2019

PLATINUM GROUP METALS LTD.
Condensed Consolidated Interim Statements of Financial Position
( in thousands of United States Dollars )

 	 	November 30,	 	 	August 31,	 	
 	 	2018	 	 	2018	 	
ASSETS	 	 	 	 	 	 	
 	 	 	 	 	 	 	
Current	 	 	 	 	 	 	
         Cash	$	 1,969	 	$	 3,017	 	
         Restricted Cash – Waterberg	 	-	 	 	126	 	
         Marketable Securities (Note 3)	 	8,422	 	 	7,084	 	
         Amounts receivable	 	243	 	 	863	 	
         Prepaid expenses	 	186	 	 	226	 	
Total current assets	 	10,820	 	 	11,316	 	
 	 	 	 	 	 	 	
Performance bonds	 	75	 	 	70	 	
Exploration and evaluation assets (Note 4)	 	34,311	 	 	29,406	 	
Property, plant and equipment	 	1,019	 	 	1,057	 	
Total assets	$	 46,225	 	$	 41,849	 	
 	 	 	 	 	 	 	
LIABILITIES	 	 	 	 	 	 	
 	 	 	 	 	 	 	
Current	 	 	 	 	 	 	
         Accounts payable and other liabilities	$	 4,198	 	$	 3,572	 	
         Loan payable (Note 5)	 	49,883	 	 	-	 	
Total current liabilities	 	54,081	 	 	3,572	 	
 	 	 	 	 	 	 	
Loans payable (Note 5)	 	-	 	 	42,291	 	
Convertible notes (Note 6)	 	15,742	 	 	14,853	 	
Warrant derivative (Note 8)	 	2,646	 	 	663	 	
Total liabilities	$	 72,469	 	$	 61,379	 	
 	 	 	 	 	 	 	
SHAREHOLDERS’ EQUITY	 	 	 	 	 	 	
Share capital (Note 7)	$	 818,493	 	$	 818,454	 	
Contributed surplus (Note 7)	 	25,966	 	 	25,950	 	
Accumulated other comprehensive loss	 	(156,925	)	 	(159,742	)	
Deficit	 	(726,387	)	 	(715,344	)	
Total shareholders’ deficit attributable to	 	 	 	 	 	 	
shareholders of Platinum Group Metals Ltd.	 	(38,853	)	 	(30,682	)	
 	 	 	 	 	 	 	
Non-controlling interest	 	12,609	 	 	11,152	 	
Total shareholders’ deficit	 	(26,244	)	 	(19,530	)	
Total liabilities and shareholders’ deficit	$	 46,225	 	$	 41,849	 	
 	 	 	 	 	 	 	
   Going Concern (Note 1)	 	 	 	 	 	 	
   Contingencies and Commitments (Note 10)	 	 	 	 	 	 	
   Subsequent Events (Note 13)	 	 	 	 	 	 	
Approved by the Board of Directors and authorized for issue on January 11, 2019

/s/ Iain McLean	 	/s/ Diana Walters	
Iain McLean, Director	 	Diana Walters, Director	

The accompanying notes are an integral part of the condensed consolidated interim financial statements.	2	

PLATINUM GROUP METALS LTD.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Income)
( in thousands of United States Dollars except share and per share data )

 	 	Three months ended	 	
 	 	November	 	 	November	 	
 	 	30, 2018	 	 	30, 2017	 	

 	 	 	 	 	 	 	
Expenses	 	 	 	 	 	 	
       General and administrative	$	 1,325	 	$	 1,412	 	
       Interest	 	2,474	 	 	4,134	 	
       Foreign exchange loss	 	1,200	 	 	3,130	 	
       Stock compensation expense (Note 7)	 	16	 	 	33	 	
       Closure, care and maintenance costs (Note 13)	 	(509	)	 	5,916	 	
 	$	 4,506	 	$	 14,625	 	
 	 	 	 	 	 	 	
Other Income	 	 	 	 	 	 	
Loss (Gain) on fair value embedded derivatives and warrants	 	2,273	 	 	(2,052	)	
(Note 6,8)	 	 	 	 	 	 	
Gain on fair value of marketable securities	 	(862	)	 	-	 	
Net finance income	 	(277	)	 	(129	)	
Loss for the period	$	 5,640	 	$	 12,444	 	
 	 	 	 	 	 	 	
Items that may be subsequently reclassified to net loss:	 	 	 	 	 	 	
       Currency translation adjustment	 	(2,817	)	 	(4,353	)	
 	 	 	 	 	 	 	
Comprehensive loss for the period	$	 2,823	 	$	 8,091	 	
 	 	 	 	 	 	 	
Loss attributable to:	 	 	 	 	 	 	
       Shareholders of Platinum Group Metals Ltd.	 	5,640	 	 	11,469	 	
       Non-controlling interests	 	-	 	 	975	 	
 	$	 5,640	 	$	 12,444	 	
 	 	 	 	 	 	 	
Comprehensive loss attributable to:	 	 	 	 	 	 	
       Shareholders of Platinum Group Metals Ltd.	 	2,823	 	 	8,534	 	
       Non-controlling interests	 	-	 	 	(443	)	
 	$	 2,823	 	$	 8,091	 	
 	 	 	 	 	 	 	
Basic and diluted loss per common share	$	 0.02	 	$	 0.08	 	
 	 	 	 	 	 	 	
Weighted average number of common shares outstanding:	 	 	 	 	 	 	
       Basic and diluted	 	291,199,769	 	 	148,456,187	 	

The accompanying notes are an integral part of the condensed consolidated interim financial statements.	3	

PLATINUM GROUP METALS LTD.
Condensed Consolidated Interim Statements of Changes in Equity
( in thousands Shares ) of United States Dollars, except # of Common

 	 	# of Common	 	 	Share	 	 	Contributed	 	 	Accumulated	 	 	Deficit	 	 	Attributable to	 	 	Non-	 	 	Total	 	
 	 	Shares	 	 	Capital	 	 	Surplus	 	 	Other	 	 	 	 	 	Shareholders	 	 	Controlling	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	Comprehensive	 	 	 	 	 	of the Parent	 	 	Interest	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	Income (loss)	 	 	 	 	 	Company	 	 	 	 	 	 	 	
Balance August 31, 2017	 	148,469,377	 	$	 800,894	 	$	 25,870	 	$	 (170,505	)	$	 (667,617	)	$	 (11,358	)	$	 (11,908	)	$	 (23,266	)	
   Stock based compensation	 	-	 	 	-	 	 	34	 	 	-	 	 	-	 	 	34	 	 	-	 	 	34	 	
   Equity impact from partial sale of Waterberg	 	-	 	 	-	 	 	-	 	 	-	 	 	15,239	 	 	15,239	 	 	-	 	 	15,239	 	
   Foreign currency translation adjustment	 	-	 	 	-	 	 	-	 	 	2,935	 	 	-	 	 	2,935	 	 	1,418	 	 	4,353	 	
   Net loss for the period	 	-	 	 	-	 	 	-	 	 	-	 	 	(11,469	)	 	(11,469	)	 	(975	)	 	(12,444	)	
Balance November 30, 2017	 	148,469,377	 	$	 800,894	 	$	 25,904	 	$	 (167,570	)	$	 (663,847	)	$	 (4,619	)	$	 (11,465	)	$	 (16,084	)	
   Stock based compensation	 	-	 	 	-	 	 	46	 	 	-	 	 	-	 	 	46	 	 	-	 	 	46	 	
   Shares issued for interest on convertible note	 	10,019,872	 	 	1,416	 	 	-	 	 	-	 	 	-	 	 	1,416	 	 	-	 	 	1,416	 	
   Units issued – financing	 	132,544,861	 	 	18,557	 	 	-	 	 	-	 	 	-	 	 	18,557	 	 	-	 	 	18,557	 	
   Unit issuance costs	 	-	 	 	(2,413	)	 	-	 	 	-	 	 	-	 	 	(2,413	)	 	-	 	 	(2,413	)	
   Non-controlling interest impact of the sale of Maseve	 	-	 	 	-	 	 	-	 	 	(11,114	)	 	(7,690	)	 	(18,804	)	 	18,804	 	 	-	 	
   Equity impact from partial sale of Waterberg	 	-	 	 	-	 	 	-	 	 	-	 	 	(1,067	)	 	(1,067	)	 	1,962	 	 	895	 	
   Contributions of Waterberg JV Co	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	4,636	 	 	4,636	 	
   Foreign currency translation adjustment	 	-	 	 	-	 	 	-	 	 	3,415	 	 	-	 	 	3,415	 	 	(1,418	)	 	1,997	 	
   Tax impact from Waterberg and other equity transactions	 	-	 	 	-	 	 	-	 	 	15,527	 	 	(15,527	)	 	-	 	 	-	 	 	-	 	
   Net loss for the period	 	-	 	 	-	 	 	-	 	 	-	 	 	(27,213	)	 	(27,213	)	 	(1,367	)	 	(28,580	)	
Balance August 31, 2018	 	291,034,110	 	$	 818,454	 	$	 25,950	 	$	 (159,742	)	$	 (715,344	)	$	 (30,682	)	$	 11,152	 	$	 (19,530	)	
   IFRS 9 transition adoption on September 1, 2018	 	-	 	 	-	 	 	-	 	 	-	 	 	(5,781	)	 	(5,781	)	 	-	 	 	(5,781	)	
Balance September 1, 2018 (restated)	 	291,034,110	 	$	 818,454	 	$	 25,950	 	$	 (159,742	)	$	 (721,125	)	$	 (36,463	)	$	 11,152	 	$	 (25,311	)	
   Stock based compensation	 	-	 	 	-	 	 	16	 	 	-	 	 	-	 	 	16	 	 	-	 	 	16	 	
   Warrants exercised	 	225,000	 	 	39	 	 	-	 	 	-	 	 	-	 	 	39	 	 	-	 	 	39	 	
   Contributions of Waterberg JV Co	 	-	 	 	-	 	 	-	 	 	-	 	 	378	 	 	378	 	 	1,457	 	 	1,835	 	
   Foreign currency translation adjustment	 	-	 	 	-	 	 	-	 	 	2,817	 	 	-	 	 	2,817	 	 	-	 	 	2,817	 	
   Net loss for the period	 	-	 	 	-	 	 	-	 	 	-	 	 	(5,640	)	 	(5,640	)	 	-	 	 	(5,640	)	
Balance November 30, 2018	 	291,259,110	 	$	 818,493	 	$	 25,966	 	$	 (156,925	)	$	 (726,387	)	$	 (38,853	)	$	 12,609	 	$	 (26,244	)	

The accompanying notes are an integral part of the condensed consolidated interim financial statements.	4	

PLATINUM GROUP METALS LTD.
Condensed Consolidated Interim Statements of Cash Flows
( in thousands of United States Dollars )

 	 	For the three months ended	 	
 	 	 	 	 	 	 	
 	 	November	 	 	November	 	
 	 	30, 2018	 	 	30, 2017	 	

OPERATING ACTIVITIES	 	 	 	 	 	 	
           Loss for the period	$	 (5,640	)	$	 (12,444	)	
 	 	 	 	 	 	 	
           Add items not affecting cash:	 	 	 	 	 	 	
               Depreciation	 	84	 	 	93	 	
               Effective interest	 	2,474	 	 	4,134	 	
               Unrealized foreign exchange gain	 	24	 	 	3,042	 	
               Gain (Loss) on fair value of convertible debt derivatives	 	2,273	 	 	(2,052	)	
               Unrealized gain on marketable securities	 	(862	)	 	-	 	
               Stock compensation expense	 	16	 	 	33	 	
               Net change in non-cash working capital (Note 11)	 	273	 	 	(7,848	)	
 	$	 (1,358	)	 	(15,042	)	
 	 	 	 	 	 	 	
FINANCING ACTIVITIES	 	 	 	 	 	 	
           Share issuance – warrant exercise	$	 38	 	$	 -	 	
           Interest paid	 	-	 	 	(1,314	)	
           Cash proceeds from debt	 	-	 	 	5,000	 	
           Debt principal repayments	 	-	 	 	(5,000	)	
           Cash received from Waterberg partners	 	1,346	 	 	-	 	
           Costs associated with the debt	 	-	 	 	(566	)	
 	 	1,384	 	 	(1,880	)	
 	 	 	 	 	 	 	
INVESTING ACTIVITIES	 	 	 	 	 	 	
           Proceeds from partial sale of interest in Waterberg	$	 -	 	$	 17,200	 	
           Restricted cash (Waterberg)	 	-	 	 	(5,000	)	
           Expenditures from restricted cash (Waterberg)	 	126	 	 	-	 	
           Fees paid on asset held for sale	 	-	 	 	(1,026	)	
           Proceeds from the sale of concentrate	 	-	 	 	2,323	 	
           Waterberg exploration expenditures	 	(1,390	)	 	(398	)	
 	 	(1,264	)	 	13,099	 	

Net decrease in cash and cash equivalents	 	(1,238	)	 	(3,953	)	
Effect of foreign exchange on cash and cash equivalents	 	190	 	 	1,636	 	
Cash and cash equivalents, beginning of period	 	3,017	 	 	3,414	 	
 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	$	 1,969	 	$	 1,097	 	

The accompanying notes are an integral part of the condensed consolidated interim financial statements.	5	

PLATINUM GROUP METALS LTD. 
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

1.	NATURE OF OPERATIONS AND GOING CONCERN	
 	 	
	Platinum Group Metals Ltd. (the “ Company ”) is a British Columbia, Canada, company formed by amalgamation on February 18, 2002. The Company’s shares are publicly listed on the Toronto Stock Exchange (“ TSX ”) in Canada and the NYSE American, LLC (“ NYSE American ”) in the United States (formerly the NYSE MKT LLC). The Company’s address is Suite 838-1100 Melville Street, Vancouver, British Columbia, V6E 4A6.	
 	 	
	The Company is an exploration and development company conducting work on mineral properties it has staked or acquired by way of option agreements in the Republic of South Africa.	
 	 	
	These financial statements include the accounts of the Company and its subsidiaries. The Company’s subsidiaries (collectively with the Company, the “ Group ”) as at November 30, 2018 are as follows:	

 	 	 	Place of	Proportion of ownership interest	
 	 	 	incorporation	and voting power held	
 	 	 	and	November 30,	August 31,	
 	Name of subsidiary	Principal activity	operation	         2018	2018	
 	 	 	 	 	 	
 	Platinum Group Metals (RSA) (Pty) Ltd.	Exploration	South Africa	100%	100%	
 	Mnombo Wethu Consultants (Pty) Limited. 1	Exploration	South Africa	     49.9%	       49.9%	
 	Waterberg JV Resources (Pty) Ltd.	Exploration	South Africa	        37.05%	       37.05%	
 	 	 	 	 	 	
1 The Company controls and consolidates Mnombo Wethu Consultants (Pty) Limited (“ Mnombo ”) and Waterberg JV Resources (Pty) Ltd. for accounting purposes.

	These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) applicable to a going concern which contemplates that the Company will be able to realize its assets and settle its liabilities in the normal course as they come due for the foreseeable future. The Company had a loss of $5.6 million during the period, negative working capital and has negative equity amounting to $26.2 million as at November 30, 2018. At November 30, 2018, the Company was indebted $48.7 million pursuant to the LMM Facility (as defined below). This debt is due October 31, 2019. Additional payments/interest are also due on the convertible debt (which can be paid with shares of the Company). The Company currently has limited financial resources and has no sources of operating income at present.	
 	 	
	The Company’s ability to continue operations in the normal course of business will therefore depend upon its ability to secure additional funding by methods that could include debt refinancing, equity financing, sale of assets and strategic partnerships. Management believes the Company will be able to secure further funding as required. Nonetheless, there exist material uncertainties resulting in substantial doubt as to the ability of the Company to continue to meet its obligations as they come due and hence, the ultimate appropriateness of the use of a going concern basis.	
 	 	
	These condensed consolidated financial statements do not include adjustments or disclosures that may result should the Company not be able to continue as a going concern. If the going concern assumption were not appropriate for these consolidated financial statements, then adjustments would be required to the carrying value of assets and liabilities, the expenses, the reported comprehensive loss and balance sheet classifications used that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. These adjustments could be material.	
 	 	
2.	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	
 	 	
	These condensed consolidated interim financial statements have been prepared in accordance with the International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).	
 	 	
	The Company’s significant accounting policies and critical accounting estimates applied in these interim financial statements are the same as those applied in Note 2 of the Company’s annual consolidated financial statements as at and for the year ended August 31, 2018, except for the adoption of IFRS 9, Financial Instruments, (“IFRS 9”) effective for fiscal periods beginning on or after January 1, 2018.	
6

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )
Change in Accounting Policy – IFRS 9
The Company adopted all of the requirements of IFRS 9 Financial Instruments (“IFRS 9”) as of September 1, 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 utilizes a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model.
As the Company is not restating prior periods, management has recognized the effects of modified retrospective application at the beginning of the November 30, 2018 reporting period, which included the date of initial application. Therefore, on September 1, 2018 the adoption of IFRS 9 resulted in a decrease in deficit of $5.8 million with a corresponding increase in the carrying value of the Liberty loan for the same amount. See note 5 for further details.
The following is the Company’s new accounting policy for financial instruments since adoption of IFRS 9 on September 1, 2018:
Classification
 The Company classifies its financial instruments in the following categories: at fair value through profit and loss at fair value through other comprehensive income (loss), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and the debt’s contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
Measurement
 Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of comprehensive loss in the period in which they arise.
Impairment of financial assets at amortized cost
 The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses. The Company shall recognize in the consolidated statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
Derecognition of Financial assets
 The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of comprehensive loss.
The original measurement categories under IAS 39 and the new measurement categories under IFRS 9 are summarized in the following table:
7

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

 	Original (IAS 39)	New (IFRS 9)	
Financial Assets:	 	 	
Cash	Loans and receivables	Amortized cost	
Marketable securities	Available for sale (designated through profit and loss)	Fair value through profit or loss	
Accounts receivable	Loans and receivables	Amortized cost	
 	 	 	
Financial Liabilities:	 	 	
Accounts payable	Other liabilities	Amortized cost	
Loan payable	Amortized cost	Amortized cost	
Convertible debenture	Other financial liabilities	Other financial liabilities	
Convertible debenture derivative	Fair value through profit or loss	Fair value through profit or loss	
Warrants	Fair value through profit or loss	Fair value through profit or loss	
Presentation Currency
The Company’s presentation currency is the United States Dollar (“USD”)
Foreign Exchange Rates Used
The following exchange rates were used when preparing these consolidated financial statements:

Rand/USD	 	
                   Period-end rate:	R13.8336 (August 31, 2018 R14.6883)	
                   3-month period average rate:	R14.4334 (November 30, 2017 R13.6356)	
 	 	
CAD/USD	 	
                   Period-end rate:	C$1.3301 (August 31, 2018 C$1.3055)	
                   3-month period average rate:	C$1.3082 (November 30, 2017 C$1.2536)	
Recently Issued Accounting Pronouncements
The following new accounting standards, amendments and interpretations, that have not been early adopted in these consolidated financial statements, will or may have an effect on the Company’s future results and financial position:

 	(i)	IFRS 16, Leases	
 	 	 	 	
 		In January 2016, the IASB issued IFRS 16. IFRS 16 sets out the principals for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, which is the customer (“lessee”) and the supplier (“lessor”). IFRS 16 replaces IAS 17, Leases and related interpretations. Save for limited exceptions, all leases result in the lessee obtaining the right to use an asset at the start of the lease and, if lease payments are made over time, also obtaining financing. Accordingly, IFRS 16 eliminates the classification of leases as either operating leases or finance leases as is required by IAS 17 and, instead, introduces a single lessee accounting model. Applying that model, a lessee is required to recognize:	
 	 	 	 	
 		i)	Assets and liabilities for all leases with a term of more than 12 months, unless the underlying assets is of low value; and	
 	 	 	 	
 		ii)	Depreciation of lease assets separately from interest on lease liabilities in the statement of income.	
The new standard is effective for annual periods beginning on or after January 1, 2019. As the Company’s year end is August, the first effective year will be fiscal 2020. The adoption of this standard would not have a significant impact on the financial statements of the Company based on its current leasing activity.
8

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

3.	MARKETABLE SECURITIES	
 	 	
	At November 30, 2018, the Company held 4,524,279 common shares of Johannesburg Stock Exchange listed Royal Bafokeng Platinum Ltd. (“RBPlats”) in connection with the sale of the Maseve Mine in the previous fiscal year. These marketable securities owned by the Company are designated as fair value through profit and loss (“FVTPL”) with changes in fair value recorded through profit or loss. These shares are carried at fair value using the quoted market price at November 30, 2018. During the period the Company recognized an unrealized gain of $862 (November 30, 2017 $Nil) on the value of the RBPlats shares held. These shares were sold subsequent to period end, please see subsequent events for details.	
 	 	
4.	EXPLORATION AND EVALUATION ASSETS	
 	 	
	Since mid-2015, the Company’s only active exploration project has been the Waterberg Project located on the North Limb of the Western Bushveld Complex. Total capitalized exploration and evaluation expenditures for all exploration properties held by the Company are as follows:	

 	Balance, August 31, 2017	$	22,900	 	
 	Additions	 	9,096	 	
 	Foreign exchange movement	 	(2,590	)	
 	Balance, August 31, 2018	 	29,406	 	
 	Additions	 	3,139	 	
 	Foreign exchange movement	 	1,766	 	
 	Balance, November 30, 2018	 	34,311	 	

 	Waterberg	
 	 	
	The Waterberg Project consists of adjacent, granted and applied-for prospecting rights and applied for mining rights with a combined active project area of approximately 99,244.79 ha, located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane (formerly Potgietersrus). The Waterberg Project is comprised of the former Waterberg JV Property and the Waterberg Extension Property.	
 	 	
	On August 8, 2017, PTM RSA transferred legal title of all Waterberg Project prospecting rights into Waterberg JV Co. upon receiving Section 11 approval of the 2 nd Amendment (defined below). On September 21, 2017, Waterberg JV Co. issued shares to all existing Waterberg partners pro rata to their joint venture interests, resulting in the Company holding a 45.65% direct interest in Waterberg JV Co., JOGMEC holding a 28.35% interest and Mnombo, as the Company’s Black Economic Empowerment (“ BEE ”) partner, holding 26%.	
 	 	
	Implats Transaction	
 	 	
	On November 6, 2017, the Company closed a transaction, originally announced on October 16, 2017, whereby Implats:	
 	 	
•	Purchased an aggregate 15.0% equity interest in Waterberg JV Co (the “Initial Purchase”) for $30 million. The Company sold an 8.6% interest for $17.2 million and JOGMEC sold a 6.4% interest for $12.8 million. From its $17.2 million in proceeds, the Company committed $5.0 million towards its pro rata share of remaining DFS costs, which was held as restricted cash with no balance remaining as at November 30, 2018 ($0.1 million remaining at August 31, 2018). Implats will also contribute an estimated $1.5 million for its 15.0% pro rata share of the Definitive Feasibility Study (“ DFS ”) costs. Following the Initial Purchase, the Company holds a direct 37.05% equity interest, JOGMEC a 21.95% equity interest and Black Economic Empowerment partner Mnombo will maintain a 26.0% equity interest. The Company holds a 49.9% interest in Mnombo, bringing its overall direct and indirect ownership in Waterberg JV Co. to 50.02%.	
9

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

•	Acquired an option (the “Purchase and Development Option”) whereby upon completion of the DFS, Implats will have a right, within 90 days of the DFS completion, to exercise an option to increase its interest to up to 50.01% in Waterberg JV Co. If Implats exercises the Purchase and Development Option, Implats would commit to purchase an additional 12.195% equity interest in Waterberg JV Co. from JOGMEC for $34.8 million and commit to an expenditure of $130.2 million in development work.	
 	 	
	Following an election to go to a 50.01% project interest as described above, Implats will have another 90 days to confirm the salient terms of a development and mining financing for the Waterberg Project, including a signed financing term sheet, subject only to final credit approval and documentation. After exercising the Purchase and Development Option, Implats will control Waterberg JV Co.	
 	 	
	Should Implats complete the increase of its interest in Waterberg JV Co. to 50.01% pursuant to the Purchase and Development Option, the Company would retain a 31.96% direct and indirect interest in Waterberg JV Co. and following completion of Implats’ earn-in spending all of the project partners would be required to participate pro-rata. The transaction agreements also provide for the transfer of equity and the issuance of additional equity to one or more broad based black empowerment partners, at fair value.	
 	 	
	If Implats does not elect to complete the Purchase and Development Option and the Development and Mining Financing, Implats will retain a 15.0% project interest and the Company will retain a 50.02% direct and indirect interest in the project.	
 	 	
•	Acquired a right of first refusal to enter into an offtake agreement, on commercial arms-length terms, for the smelting and refining of mineral products from the Waterberg Project. JOGMEC will retain a right to receive platinum, palladium, rhodium, gold, ruthenium, iridium, copper and nickel in refined mineral products at the volume produced from the Waterberg Project.	
 	 	
 	Acquisition and Development of the Property	
 	 	
	In October 2009, PTM RSA, JOGMEC and Mnombo entered into a joint venture agreement with regard to the Waterberg Project (the “ JOGMEC Agreement ”). Under the terms of the JOGMEC Agreement, in April 2012, JOGMEC completed a $3.2 million work requirement to earn a 37% interest in the Waterberg JV property, leaving the Company with a 37% interest and Mnombo with a 26% interest. Following JOGMEC’s earn-in, the Company funded Mnombo’s 26% share of costs, totalling $1.12 million, until the earn-in phase of the joint venture ended in May 2012.	
 	 	
	On November 7, 2011, the Company entered an agreement with Mnombo to acquire 49.9% of the issued and outstanding shares of Mnombo in exchange for cash payments totalling R1.2 million and the Company’s agreement to pay for Mnombo’s 26% share of costs on the Waterberg JV property until the completion of a feasibility study. Mnombo’s share of expenditures prior to this agreement were covered by the Company and are still owed to the Company ($3.4 million). The Company consolidates Mnombo. The portion of Mnombo not owned by the Company, calculated at $6.1 million at August 31, 2018 ($5.8 million – August 31, 2018), is accounted for as a non-controlling interest.	
 	 	
	On May 26, 2015, the Company announced a second amendment (the “ 2 nd Amendment ”) to the existing JOGMEC Agreement. Under the terms of the 2 nd Amendment the Waterberg JV and Waterberg Extension properties are to be combined and contributed into the newly created operating company Waterberg JV Co. On August 4, 2017, the Company received Section 11 transfer approval from the South African Department of Mineral Resources (“ DMR ”) and title to all of the Waterberg prospecting rights held by the Company were transferred into Waterberg JV Co	
 	 	
	Under the 2 nd Amendment, JOGMEC committed to fund $20 million in expenditures over a three-year period ending March 31, 2018. This funding requirement was completed as an amount of $8 million was funded by JOGMEC to March 31, 2016, which was followed by two $6 million tranches spent in each of the following two 12 month periods ending March 31, 2018.	
10

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

	To November 30, 2018 an aggregate total of $64.9 million has been funded by all parties on exploration and engineering on the Waterberg Project. Up until the Waterberg property was held in the Waterberg JV Company, all costs incurred by other parties were treated as recoveries.	
 	 	
5.	LOAN PAYABLE	
 	 	
	On November 20, 2015, the Company drew down a $40 million loan facility (the “ LMM Facility ”) pursuant to a credit agreement (the “ LMM Credit Agreement ”) entered into on November 2, 2015 with a significant shareholder, Liberty Metals & Mining Holdings, LLC (“ LMM ”), a subsidiary of Liberty Mutual Insurance. The LMM Facility bears interest at LIBOR plus 9.5%. LMM held the first lien position on (i) the shares of PTM (RSA) held by the Company and (ii) all current and future assets of the Company. Pursuant to the LMM Credit Agreement the Company also entered into a life of mine Production Payment Agreement (“ PPA ”) with LMM.	
 	 	
	During fiscal 2018 the Company forwarded to Liberty payments totalling $23.1 million. These payments first paid down the production payment termination accrual of $15 million. The remaining $8.1 million was then applied against the loan and accrued interest owing. The Company owed Liberty $48.7 million if the loan was to be repaid at November 30, 2018.	
 	 	
	The Loan agreement has had multiple amendments. Under IAS 39, when an entity makes an amendment it must decide whether the modification was significant enough to constitute an extinguishment. If the modification was considered an extinguishment of the initial debt, the new modified debt was recorded at fair value and a gain/loss recognized in income for the difference between the carrying amount of the ‘old’ debt and the ‘new’ debt. This extinguishment accounting remains the same under IFRS 9.	
 	 	
	However, accounting under the newly adopted IFRS 9 differs where the change was not significant enough to be an extinguishment. Under IAS 39, modifications would not lead to an immediate income change because the entity would typically discount the cash flows of the modified debt at a revised effective interest rate. However, under IFRS 9, the cash flows under the modified debt should be rediscounted at the original effective interest rate. This leads to an immediate income charge on the date of the modification.	
 	 	
	Effective September 1, 2018 the Company has implemented IFRS 9 which was applied to the Liberty loan retrospectively. The implementation of IFRS 9 resulted in an increase in the carrying value of $5.8 million with a corresponding decrease in deficit also being recognized. At November 30, 2018 the effective interest rate is 17.6% while the actual interest rate has remained at LIBOR plus 9.5%.	
 	 	
	The Liberty loan is due October 31, 2019 with no payments owed until October 31, 2019. The Company was not in default of any covenants on the LMM Facility at November 30, 2018.	
 	 	
	Brokerage Fees	
 	 	
	There are certain brokerage fees that will become due when the Liberty loan is repaid in full. As these fees are contingent on the repayment of the debt they are grouped with the debt as follows:	

LMM Facility	 	 	 	$	 47,109	 	 	 	 	
Brokerage Fees	 	 	 	 	2,774	 	 	 	 	
Loan Payable	 	 	 	$	  49,883	 	 	 	 	

6.	CONVERTIBLE NOTES	
 	 	
	On June 30, 2017, the Company closed a private placement of $20 million aggregate principal amount of convertible senior subordinated notes (“ Convertible Notes ”) due 2022. The Convertible Notes bear interest at a rate of 6 7/8% per annum, payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2018, in cash or at the election of the Company, in common shares of the Company or a combination of cash and Common Shares, and will mature on July 1, 2022, unless earlier repurchased, redeemed or converted. An additional interest charge of 0.25% for the period January 1, 2018 to March 31, 2018, plus a further 0.25% for the period April 1, 2018 to July 1, 2018, was added to the coupon rate of the Convertible Notes at the Company’s election to not file a prospectus and a registration statement for the Convertible Notes with Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission. After July 1, 2018, at which time the Convertible Notes became freely tradable by holders other than affiliates, the Convertible Notes once again bear interest at the coupon rate of 6 7/8% per annum.	
11

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )
The Convertible Notes will be convertible at any time at the option of the holder, and may be settled, at the Company’s election, in cash, Common Shares, or a combination of cash and Common Shares. If any Convertible Notes are converted on or prior to the three and one half year anniversary of the issuance date, the holder of the Convertible Notes will also be entitled to receive an amount equal to the remaining interest payments on the converted notes to the three and one half year anniversary of the issuance date, discounted by 2%, payable in Common Shares. The initial conversion rate of the Convertible Notes will be 1,001.1112 Common Shares per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.9989 per Common Share, representing a conversion premium of approximately 15% above the NYSE American closing sale price for the Company’s Common Shares of $0.8686 per share on June 27, 2017.
The Convertible Notes contain multiple embedded derivatives (the “ Convertible Note Derivatives ”) relating to the conversion and redemption options. The Convertible Note Derivatives were valued upon initial recognition at fair value using partial differential equation methods at $5,381 (see below). At inception, the debt portion of the Convertible Notes were reduced by the estimated fair value of the Convertible Note Derivatives of $5,381 and transaction costs relating to the Convertible Notes of $1,049 resulting in an opening balance of $13,570. The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method.
On January 2, 2018, the Company issued 2,440,629 common shares in settlement of $691.11 of biannual interest payable on $19.99 million of outstanding Convertible Notes.
On July 3, 2018, the Company issued 7,579,243 common shares in settlement of $724.78 of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
Subsequent to the end of the period, on January 2, 2019 the Company issued 545,721 (post-consolidation) common shares in settlement of $687.16 of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.
The components of the Convertible Notes are as follows:

Convertible Note balance August 31, 2017	$	 13,925	 	
Transaction costs incurred during the year	 	(95	)	
Interest payments	 	(1,416	)	
Accretion and interest incurred during the year	 	2,378	 	
Debt portion of the Convertible Notes August 31, 2018	 	14,792	 	
Embedded Derivatives balance August 31, 2018 (see below)	 	61	 	
Convertible Note balance August 31, 2018	$	 14,853	 	
Accretion and interest incurred during the period	 	541	 	
Embedded Derivatives balance November 30, 2018 (see below)	 	348	 	
Convertible Note balance November 30, 2018	$	 15,742	 	
Embedded Derivatives
The Convertible Note Derivatives were valued upon initial recognition at a fair value of $5,381 using partial differential equation methods and is subsequently re-measured at fair value at each period-end through the consolidated statement of net loss and comprehensive loss. The fair value of the Convertible Note Derivatives was measured at $61 at August 31, 2018, then $348 at November 30, 2018 resulting in a loss of $287 for the period. Combined with the loss on the warrant derivative (Note 8) of $1,986, this results in a loss of $2,273.
12

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )
The assumptions used in the valuation model used at November 30, 2018 and August 31, 2018 include:

Valuation Date	November 30, 2018	August 31, 2018	
Share Price (USD)	$0.15	$0.10	
Volatility	72.43%	72.43%	
Risk free rate	2.91%	2.71%	
Credit spread	11.58%	11.58%	
All-in rate	14.49%	14.30%	
Implied discount on share price	- %	-%	

	The Convertible Note derivative is classified as a level 2 financial instrument in the fair value hierarchy.	
 	 	
7.	SHARE CAPITAL	

(a)	Authorized	
 	 	
	Unlimited common shares without par value.	
 	 	
(b)	Issued and outstanding	
 	 	
	On November 20, 2018 the Company announced a consolidation of its common shares on the basis of one new share for ten old shares (1:10), effective at 9:00 a.m. (New York time) on December 13, 2018. The Company’s consolidated common shares began trading on the Toronto Stock Exchange and NYSE American when the markets opened on December 17, 2018. The purpose of the consolidation was to increase the Company’s common share price to be in compliance with the NYSE American’s low selling price requirement.	
 	 	
	At November 30, 2018, before the effective date of the common share consolidation described above, the Company had 291,259,110 shares outstanding.	
 	 	
	Fiscal 2019	
 	 	
	On September 24, 2018, the Company issued 225,000 shares upon the exercise of 225,000 warrants.	
 	 	
	On January 2, 2019 the Company issued 545,721 shares on a post common share consolidation basis in settlement of $687.16 of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.	
 	 	
	On January 4, 2019, the Company issued 200 shares upon the exercise of 200 warrants on a post common share consolidation basis.	
 	 	
	Fiscal 2018	
 	 	
	On May 11, 2018 the Company announced a private placement offering of 15,090,999 units at a price of US$0.15 per unit for gross proceeds of $2.3 million. Each unit consisted of one common share and one common share purchase warrant, with each common share purchase warrant allowing the holder to purchase a further common share at a price of US$0.17. The private placement was contingent on the closure of the public offering that closed May 15, 2018 outlined below. See note 8 for valuation of the warrants.	
 	 	
	On May 15, 2018 the Company announced it had closed a public offering of 117,453,862 units at a price of US$0.15 per unit for gross proceeds for $17.6 million. Each unit consisted of one common share and one common share purchase warrant, with each common share purchase warrant allowing the holder to purchase a further common share at a price of US$0.17. See note 8 for valuation of the warrants. Total unit issuance costs of $2.5 million were incurred for the private placement and public offering.	
13

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

	On January 2, 2018 and July 3, 2018, the Company issued 2,440,629 and 7,579,243 respectively in settlement of $691.11 and $724,78 of bi-annual interest payable on $19.99 million of outstanding Convertible Notes. See Note 6 for further details.	
 	 	
(c)	Incentive stock options	
 	 	
	The Company has entered into Incentive Stock Option Agreements (“ Agreements ”) under the terms of its stock option plan with directors, officers, consultants and employees. Under the terms of the Agreements, the exercise price of each option is set, at a minimum, at the fair value of the common shares at the date of grant. Certain stock options of the Company are subject to vesting provisions, while others vest immediately. All exercise prices are denominated in Canadian Dollars.	
 	 	
	The following tables summarize the Company’s outstanding stock options:	

 	 	 	 	 	Average Exercise	 	
 	 	Number of Shares	 	 	Price	 	
Options outstanding at August 31, 2017	 	4,382,275	 	 	C$        4.65	 	
         Forfeited	 	(1,296,775	)	 	 4.15	 	
Options outstanding at August 31, 2018	 	3,085,500	 	 	C$        4.52	 	
         Forfeited	 	-	 	 	-	 	
Options outstanding at November 30, 2018	 	3,085,500	 	 	C$        4.52	 	

Number	Number	 	Average Remaining	
Outstanding at	Exercisable at	 	Contractual Life	
November 30, 2018	November 30, 2018	Exercise Price	(Years)	
2,024,500	1,888,375	C$        2.00            	2.80	
598,000	598,000	6.50	1.21	
463,000	463,00	13.00   	0.12	
3,085,500	2,949,375	 	2.04	

	During the year ended August 31, 2018 and the period ended November 30, 2018 the Company did not grant any options. Stock based compensation of $16 (November 30, 2017 $33) was incurred during the period relating to options granted in fiscal 2016.	
 	 	
8.	WARRANT DERIVATIVE	
 	 	
	The exercise price of the Company’s outstanding warrants is denominated in US Dollars; however, the functional currency of PTM Canada (where the warrants are held) is the Canadian Dollar. Therefore, the warrants are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as non-cash gain or loss in the consolidated statement of loss and comprehensive loss.	
 	 	
	The warrants were issued May 15, 2018 and were initially valued using the residual value method. An initial valuation of $1,171 was attributed to the warrants which included $157 of unit issuance costs being attributed to the value of the warrants. As the warrants are publicly traded the value of the warrants at each period will be estimated by using price on the last day of trading in the applicable period. At November 30, 2018 the warrants were trading at US$0.02 (US$0.005 at August 31, 2018) resulting in a value of $2,646 being attributed to the warrants and loss of $1,986 being recognized in the current period. When combined with the gain on the embedded derivatives in the Convertible Notes (see Note 6) this results in a net gain of $2,273 on derivatives.	
14

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

9.	RELATED PARTY TRANSACTIONS	
 	 	
	Transactions with related parties are as follows:	

(a)	During the period ended November 30, 2018 $24 ($61 – November 30, 2017) was paid or accrued to independent directors for directors’ fees and services.	
 	 	
(b)	During the period ended November 30, 2018, the Company accrued payments of $14 ($14 – November 30, 2017) from West Kirkland Mining Inc. (“ West Kirkland ”), a company with two directors in common, for accounting and administrative services. All amounts due from West Kirkland have been paid subsequent to period end.	
 	 	
(c)	On May 15, 2018 the Company closed a private placement for 15,090,999 units with Hosken Consolidated Investments Limited (“ HCI ”). Also on May 15, 2018, HCI participated for an additional 24,909,000 units in the Company’s separate public offering. See “Recent Equity Financings” above for more details. By way of the private placement HCI acquired a right to nominate one person to the board of directors of the Company and a right to participate in future equity financings of the Company to maintain its pro-rata interest. As of November 30, 2018, including shares purchased on the open market, HCI owned approximately 15.05% of the Company’s outstanding common shares.	
 	 	
(d)	During fiscal 2016 the Company entered into a loan facility agreement with its largest shareholder at the time, LMM. The loan was negotiated and entered into at commercial terms. LMM presently remains one of the Company’s largest shareholders. For full details on this transaction please refer to Note 5 above.	
 	 	
	All amounts receivable and accounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment. These transactions are in the normal course of business and are recorded at consideration established and agreed to by the parties.	

10.	CONTINGENCIES AND COMMITMENTS	
 	 	
	The Company’s remaining minimum payments under its office and equipment lease agreements in Canada and South Africa total approximately $1,164 to March 2022.	
 	 	
	Contractor payments are based on approximate costs to complete services remaining at Waterberg.	
 	 	
	From period end the Company’s aggregate commitments are as follows:	

  Payments Due By Year  	 	
 	 	< 1 Year	 	 	1 – 3 Years	 	 	4 – 5 Years	 	 	> 5 Years	 	 	Total	 	
Lease Obligations	$	 362	 	$	 455	 	$	347	 	$	 -	 	$	1,164	 	
Contractor payments	 	1,823	 	 	-	 	 	-	 	 	-	 	 	1,823	 	
Convertible Note 1	 	1,391	 	 	2,749	 	 	21,364	 	 	-	 	 	25,504	 	
LMM Facility (Note 5)	 	54,633	 	 	-	 	 	-	 	 	-	 	 	54,633	 	
Totals	$	 58,209	 	$	 3,204	 	$	21,711	 	$	 -	 	$	83,124	 	
1 The convertible note and related interest can be settled at the Company’s discretion in cash or shares
The Company reports that it is in receipt of a summons issued by Africa Wide whereby Africa Wide has instituted legal proceedings in South Africa against PTM RSA, RBPlats and Maseve in relation to the Maseve Sale Transaction. Africa Wide is seeking, at this very late date, to set aside or be paid increased value for, the closed Maseve Sale Transaction. Africa Wide held a 17.1% interest in Maseve prior to the Maseve Sale Transaction. RBPlats consulted with senior counsel, both during the negotiation of the Maseve Sale Transaction and in regard to the current Africa Wide legal proceedings. The Company has received legal advice to the effect that the Africa Wide action, as issued, is ill-conceived and is factually and legally defective.
15

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )

11.	SUPPLEMENTARY CASH FLOW INFORMATION	
 	 	
	Net change in non-cash working capital:	

 	 	 	November 30,	 	 	November 30,	 	
 	Period ended	 	2018	 	 	2017	 	
 	 	 	 	 	 	 	 	
 	Amounts receivable, prepaid expenses and other assets	$	 651	 	$	 (646	)	
 	Accounts payable and accrued liabilities	 	(378	)	 	(7,202	)	
 	 	$	 273	 	$	 (7,848	)	

12.	SEGMENTED REPORTING	
 	 	
	Segmented information is provided on the basis of geographical segments as the Company manages its business and exploration activities through geographical regions – Canada and South Africa. The Chief Operating Decision Makers (“ CODM ”) reviews information from the below segments separately so the below segments are separated. This represents a change from prior years and comparative information has been represented to reflect the way the CODM currently reviews the information	
 	 	
	The Company evaluates performance of its operating and reportable segments as noted in the following table:	

At November 30, 2018	 	Assets	 	 	Liabilities	 	
Canada	$	 1,444	 	$	 69,957	 	
South Africa	 	44,781	 	 	2,512	 	
 	$	 46,225	 	$	 72,469	 	

At August 31, 2018	 	Assets	 	 	Liabilities	 	
Canada	$	 4,087	 	$	 58,396	 	
South Africa	 	38,516	 	 	2,983	 	
 	$	 41,849	 	$	 61,379	 	

Comprehensive Loss (Income) for the	 	November 30,	 	 	November 30,	 	
period ended	 	2018	 	 	2017	 	
 	 	 	 	 	 	 	
Canada	$	 3,793	 	$	 5,611	 	
South Africa	 	(970	)	 	2,555	 	
 	 	 	 	 	 	 	
 	$	 2,823	 	$	 8,091	 	

13.	SUBSEQUENT EVENTS	
 	 	
	Effective December 13, 2018 the Company consolidated its common shares on the basis of one new share for ten old shares (1:10), effective at 9:00 a.m. (New York time). The Company’s consolidated common shares began trading on the Toronto Stock Exchange and NYSE American when the markets opened on December 17, 2018. The purpose of the consolidation was to increase the Company’s common share price to be in compliance with the NYSE American’s low selling price requirement.	
16

PLATINUM GROUP METALS LTD.
Notes to the Condensed Consolidated Interim Financial Statements
( in thousands of United States Dollars )
On December 14, 2018 the Company sold 4,524,279 common shares of RBPlats that had been received in April 2018 in connection with the sale of the Maseve Mine. Net proceeds of $8.0 million were paid to LMM in partial settlement of amounts due pursuant to the LMM Facility on January 14, 2019.
On December 21, 2018 the Company terminated an equipment lease related to four pieces of mobile mining machinery by way of a final payment on fixed terms. Based on this settlement the Company has reversed a portion of the onerous lease expense accrued as at fiscal year end August 31, 2018. See note 17. “General and Administrative Expenses” in the consolidated financial statements for the year ended August 31, 2018 for more detail.
17

 

 

Platinum Group Metals Ltd.
(An Exploration and Development Stage Company)
Supplementary Information and Management’s Discussion and Analysis
For the period ended November 30, 2018
 
This Management’s Discussion and Analysis is prepared as of January 11, 2019
A copy of this report will be provided to any shareholder who requests it.

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
MANAGEMENT’S DISCUSSION AND ANALYSIS
This management’s discussion and analysis (“ MD&A ”) of Platinum Group Metals Ltd. (“ Platinum Group ”, the “ Company ” or “ PTM ”) is dated as of January 11, 2019, and focuses on the Company’s financial condition and results of operations for the period ended November 30, 2018. This MD&A should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2018 together with the notes thereto (the “ Financial Statements ”).
The Company prepares its interim financial statements in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board. All dollar figures included therein and in the following MD&A are quoted in United States Dollars (“ USD ”) unless otherwise noted. All references to “U.S. Dollars”, “$” or to “US$” are to United States Dollars. All references to “C$” are to Canadian Dollars. All references to “R” or to “Rand” are to South African Rand. The Company uses the U.S. dollar as its presentation currency.
PRELIMINARY NOTES
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This MD&A and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “ Forward-Looking Statements ”). All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might occur in the future are Forward-Looking Statements. The words “expect”, “anticipate”, “estimate”, “may”, “could”, “might”, “will”, “would”, “should”, “intend”, “believe”, “target”, “budget”, “plan”, “strategy”, “goals”, “objectives”, “projection” or the negative of any of these words and similar expressions are intended to identify Forward-Looking Statements, although these words may not be present in all Forward-Looking Statements. Forward-Looking Statements included or incorporated by reference in this MD&A may include, without limitation, statements related to:

•	the timely completion of additional required financings and potential terms thereof;	
 	 	
•	the repayment, and compliance with the terms of, indebtedness;	
 	 	
•	any potential exercise by Impala Platinum Holdings Ltd. (“ Implats ”) of the Purchase and Development Option (as defined below);	
 	 	
•	the completion of the DFS (defined below) and the approval of a mining right for, and other developments related to, the Waterberg Project (defined below);	
 	 	
•	the adequacy of capital, financing needs and the availability of and potential for obtaining further capital;	
 	 	
•	cash flow estimates and assumptions;	
 	 	
•	future events or future performance;	
 	 	
•	governmental and securities exchange laws, rules, regulations, orders, consents, decrees, provisions, charters, frameworks, schemes and regimes, including interpretations of and compliance with the same;	
 	 	
•  	developments in South African politics and laws relating to the mining industry;	
 	 	
•	anticipated exploration, development, construction, production, permitting and other activities on the Company’s properties;	
 	 	
•  	project economics;	
 	 	
•  	future metal prices and exchange rates;	
 	 	
•  	mineral reserve and mineral resource estimates; and	
 	 	
•  	potential changes in the ownership structures of the Company’s projects.	
2

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
Forward-Looking Statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-Looking Statements in respect of capital costs, operating costs, production rate, grade per tonne and concentrator and smelter recovery are based upon the estimates in the technical report referred to in this MD&A and in the documents incorporated by reference herein and ongoing cost estimation work, and the Forward-Looking Statements in respect of metal prices and exchange rates are based upon the three year trailing average prices and the assumptions contained in such technical report and ongoing estimates.
Forward-Looking Statements are subject to a number of risks and uncertainties that may cause the actual events or results to differ materially from those discussed in the Forward-Looking Statements, and even if events or results discussed in the Forward-Looking Statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things:

•	the Company’s additional financing requirements;	
 	 	
•	the Company’s history of losses;	
 	 	
•	the inability of the Company to generate sufficient additional cash flow to make payment on its indebtedness under the LMM Facility (defined below) and the Company’s convertible notes, and to comply with the terms of such indebtedness, and the restrictions imposed by such indebtedness;	
 	 	
•	the Company’s secured loan facility (the “ LMM Facility ”) with Liberty Metals & Mining Holdings, LLC (“ LMM ”) is, and any new indebtedness may be, secured and the Company has pledged its shares of Platinum Group Metals (RSA) Proprietary Limited, the Company’s wholly owned subsidiary located in South Africa (“ PTM RSA ”), and PTM RSA has pledged its shares of Waterberg JV Resources Proprietary Limited (“ Waterberg JV Co. ”) to LMM under the LMM Facility, which potentially could result in the loss of the Company’s interest in PTM RSA and the “ Waterberg Project ,” the group of exploration projects that came from a regional target initiative by the Company targeting a previously unknown extension to the Northern Limb of the Bushveld Complex in South Africa, in the event of a default under the LMM Facility or any new secured indebtedness;	
 	 	
•	the Company’s negative cash flow;	
 	 	
•	the Company’s ability to continue as a going concern;	
 	 	
•	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;	
 	 	
•	the Company’s ability to regain compliance with NYSE American continued listing requirements;	
 	 	
•	fluctuations in the relative values of the U.S. Dollar, the Rand and the Canadian Dollar;	
 	 	
•	volatility in metals prices;	
 	 	
•	the failure of the Company or the other shareholders of Waterberg JV Co. to fund their pro rata share of funding obligations for the Waterberg Project;	
 	 	
•	any disputes or disagreements with the Company’s other shareholders of Waterberg JV Co. or Mnombo Wethu Consultants (Pty) Ltd., a South African Broad-Based Black Economic Empowerment company (“ Mnombo ”) or the former 17.1% shareholder of Maseve, Africa Wide Mineral Prospecting and Exploration (Pty) Limited (“ Africa Wide ”);	
 	 	
•	completion of a Definitive Feasibility Study (“ DFS ”) for the Waterberg Project, which is subject to resource upgrade and economic analysis requirements;	
	 	
•	risks relating to possible litigation arising from stage two of the sale of Maseve Investments 11 Proprietary Limited (“ Maseve ”);	
 	 	
•	the Company is subject to assessment by various taxation authorities, who may interpret tax legislation in a manner different from the Company, which may negatively affect the final amount or the timing of the payment or refund of taxes;	
 	 	
•	the inability of Waterberg JV Co. to obtain the mining right for the Waterberg Project for which it has applied;	
3

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018

•	the ability of the Company to retain its key management employees and skilled and experienced personnel;	
 	 	
•	contractor performance and delivery of services, changes in contractors or their scope of work or any disputes with contractors;	
 	 	
•	conflicts of interest among the Company’s officers and directors;	
 	 	
•	any designation of the Company as a “passive foreign investment company” and potential adverse U.S. federal income tax consequences for U.S. shareholders;	
 	 	
•	litigation or other legal or administrative proceedings brought against the Company;	
 	 	
•	actual or alleged breaches of governance processes or instances of fraud, bribery or corruption;	
 	 	
•	the possibility that the Company may become subject to the Investment Company Act of 1940, as amended (the “ Investment Company Act ”);	
 	 	
•	exploration, development and mining risks and the inherently dangerous nature of the mining industry, including environmental hazards, industrial accidents, unusual or unexpected formations, safety stoppages (whether voluntary or regulatory), pressures, mine collapses, cave ins or flooding 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, South Africa or other countries in which the Company does or may carry out business in the future;	
 	 	
•	equipment shortages and the ability of the Company to acquire the 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;	
 	 	
•	any adverse decision in respect of the Company’s mineral rights and projects in South Africa under the Mineral and Petroleum Resources Development Act of 2020 (the “ MRPDA ”);	
 	 	
•	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 failure to maintain or increase equity participation by historically disadvantaged South Africans in the Company’s prospecting and mining operations and to otherwise comply with the Broad Based Socio-Economic Empowerment Charter for the South African Mining Industry, 2018 (“ Mining Charter 2018 ”);	
 	 	
•	certain potential adverse Canadian tax consequences for foreign-controlled Canadian companies that acquire Common Shares of the Company;	
 	 	
•	the risk that the Company’s Common Shares may be delisted;	
 	 	
•	volatility in the price of the Common Shares;	
 	 	
•	possible dilution to holders of Common Shares upon the exercise or conversion of outstanding stock options, warrants or convertible notes, as applicable; and	
 	 	
•	other risks disclosed under the heading “Risk Factors” in this MD&A.	
These factors should be considered carefully, and investors should not place undue reliance on the Company’s Forward-Looking Statements. In addition, although the Company has attempted to identify important factors that could cause actual actions or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions or results not to be as anticipated, estimated or intended.
4

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
The mineral resource and mineral reserve figures referred to in this MD&A and the documents incorporated herein by reference are estimates and no assurances can be given that the indicated levels of platinum (“ Pt ”), palladium (“ Pd ”), rhodium (“ Rh ”) and gold (“ Au ”) will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource and mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.
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 as a result of new information, future events or results or otherwise.
LEGISLATION AND MINING CHARTER
On September 27, 2018, the Minister of Mineral Resources announced the implementation of the Broad Based SocioEconomic Empowerment Charter for the South African Mining Industry, 2018 (“ Mining Charter 2018 ”) which sets out new and revised targets to be achieved by mining companies, the most pertinent of these being the revised Black Economic Empowerment (“ BEE ”) ownership shareholding requirements for mining rights holders. ‘Implementation Guidelines’ to Mining Charter 2018 were published on December 19, 2018. Some uncertainty exists in measuring a mining right holder's progress towards, and compliance with, its commitments under Mining Charter 2018.
Under Mining Charter 2018, new mining rights holders will be required to have a minimum 30% BEE shareholding (a 4% increase from the required 26% under the Mining Charter 2010) which shall include economic interest plus a corresponding percentage of voting rights, per right or in the mining company which holds the right. Waterberg JV Co. filed a mining right application on August 30, 2018 which was accepted before Mining Charter 2018 became effective and therefore a mining right issued pursuant to Waterberg JV Co.’s application need only comply with the BEE shareholding requirements of Mining Charter 2010. Once the Waterberg Project mining right is granted, Waterberg JV Co. will have a period of 5 years within which to increase its BEE shareholding to 30%. Mining Charter 2018 remains unclear as to whether such shareholding will be required to be distributed amongst employees, communities and black entrepreneurs as detailed below, and if so, in what percentages.
A new mining right granted after the coming into effect of Mining Charter 2018 must have a minimum of 30% BEE shareholding, applicable for the duration of the mining right, which must be distributed as to (i) a minimum of 5% non-transferable carried interest to qualifying employees; (ii) a minimum of 5% non-transferrable carried interest to host communities, or a minimum 5% equity equivalent benefit; and (iii) a minimum of 20% effective ownership in the form of shares to a BEE entrepreneur, a minimum of 5% which must preferably be for women.
The equity equivalent benefit relating to communities refers to a 5% equivalent of the issued share capital, at no cost to a trust or similar vehicle set up for the benefit of host communities. The intention behind introducing this alternative is so that communities accessing the benefit of ownership will not be delayed. The host community would receive an economic benefit as if it was the holder of a 5% equity interest.
The carried interest of 5% to each of the community and the employees must be issued to them at no cost and free of encumbrance. The costs to the right holder of such issue can be recovered from the development of the mineral asset.
Mining right holders may claim an equity equivalent offset against a maximum 5% of a BEE Entrepreneur shareholding for beneficiation in accordance with a Department of Mineral Resources (“ DMR ”) approved Beneficiation Equity Equivalent Plan.
Mining Charter 2018 also sets deadlines by which the BEE shareholding must vest for new rights, namely a minimum of 50% must vest within two thirds of the duration of a mining right; and the prescribed minimum 30% target shall apply for the duration of a mining right.
Existing mining right holder who achieved a minimum of 26% BEE shareholding, or who achieved a 26% BEE shareholding but whose BEE shareholders exited prior to September 27, 2018 will be recognized as BEE ownership compliant for the duration of the mining right, but not for any period of renewal thereof.
5

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
A mining right holder will be required to invest in Human Resource Development by paying 5% of the "leviable amount", being the levy payable under the South African Skills Development Act, No. 97 of 1998, (excluding the mandatory statutory skills levy) towards essential skills development activities such as science, technology, engineering, mathematics skills as well as artisans, internships, apprentices, bursaries, literacy and numeracy skills for employees and non-employees (community members), graduate training programmes, research and development of solutions in exploration, mining, processing, technology efficiency (energy and water use in mining), beneficiation as well as environmental conservation and rehabilitation.
Mining right holders must promote economic development through developing and/or nurturing small, medium and micro enterprises and suppliers of mining goods and services. Within 6 months of implementation of Mining Charter 2018, right holders must submit a 5-year plan indicating incremental implementation of inclusive procurement targets.
Holders must spend a minimum of 70% of their total mining goods procurement expenditure (excluding non-discretionary expenditure) on South African Manufactured Goods (with a local content of at least 60%) on procurement from stipulated BEE entities.
Mining right holders may invest in enterprise and supplier development against which they may offset their procurement obligations in accordance with the prescripts laid down in Mining Charter 2018.
A minimum of 70% of a holder's total research and development budget must be spent on South African based research and development entities, either in the public or private sector and only South African based companies or facilities can be utilized for the analysis of all mineral samples across the mining value chain.
Mining Charter 2018 also provides for minimum employment equity thresholds at various levels of management. These include -

 	o	Board - a minimum of 50% are Historically Disadvantaged Persons (“ HDP's ”), 20% of which must be women;	
 	 	 	
 	o	Executive Management - a minimum of 50% are HDP's at the executive director level as a percentage of all executive directors proportionally represented, 20% of which must be women;	
 	 	 	
 	o	Senior Management - a minimum of 60% are HDP's proportionally represented, 25% of which must be women;	
 	 	 	
 	o	Middle Management - a minimum of 60% are HDP's, proportionally represented, 25% of which must be women;	
 	 	 	
 	o	Junior Management - a minimum of 70% are HDP's proportionally represented, 30% of which must be women;	
 	 	 	
 	o	Employees with disabilities - a minimum of 1.5% employees with disabilities as a percentage of all employees, reflective of national or provincial demographics.	
Mining right holders must also develop and implement a career progression plan (aligned with its Social and Labour Plan (“ SLP ”)) consistent with the demographics of South Africa, which plan must provide for (i) career development matrices of each discipline (inclusive of minimum entry requirements and timeframes); (ii) develop individual development plans for employees; (iii) identify a talent pool to be fast tracked in line with needs; and (iv) provide a comprehensive plan with targets, timeframes and how the plan would be implemented.
Mining right holders must meaningfully contribute towards Mine Community Development with “biasness” towards mine communities both in terms of impact as well as in keeping with the principles of the social license to operate. This element, together with the ownership element are ring-fenced and require 100% compliance at all times. In consultation with relevant municipalities, mine communities, traditional authorities and affected stakeholders, mining right holders must identify developmental priorities of mine communities and make provision for such priorities in prescribed and approved SLPs, to be published in English and one or two other languages commonly used within the mine community. Mining right holders who operate in the same area may collaborate on certain identified projects to maximize the socio-economic development impact in line with SLPs.
Holders must implement 100% of their SLP commitments in any given financial year of the mining right holder. Any amendments and/or variations to commitments set out in SLPs (including budgets) shall require approval in terms of section 102 of the MPRDA, and right holders will be required to consult with mine communities.
Housing and living conditions for mine workers as stipulated in the Housing and Living Conditions Standards, developed in terms of section 100(1)(a) of the MPRDA, including decent and affordable housing, provision for home ownership, provision for social, physical and economic integration of human settlements, secure tenure for the employees in housing institutions, proper health care services, affordable, equitable and sustainable health system and balanced nutrition. Under Mining Charter 2018, holders must submit housing and living conditions plans to be approved by the DMR after consultation with organized labor and the Department of Human Settlement. To provide clear targets and timelines for purposes of implementing the aforesaid housing and living condition principles, the Housing and Living Conditions Standard Guidelines shall be reviewed by the DMR within the near future.
6

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
Mining Charter 2018 provides, for the first time, a regime for junior miners who meet the qualifying criteria and grants such companies exemption from certain elements/targets. The regime for junior mining companies is limited to mining right holders who, either through holding a single or multiple mining rights, have a combined annual turnover of less than R150 million.
Mining right holders who have a turn-over of less that R10 million per annum are exempt from the following elements/targets set out in the Mining Charter 2018: Employment Equity Targets (if they have less than 10 employees); Inclusive Procurement Targets; as well as Enterprise and Supplier Development Targets, and are required to only comply with the following elements/targets Ownership element (but undefined as to composition of BEE shareholding); Employment Equity Targets (if they have more than 10 employees); Human Resource Development Targets; and Mine Community Development Targets.
Mining right holders who have a turn-over of between R10 million and R 50 million per annum are required to comply with the following elements/target: Ownership element (but undefined as to composition of BEE shareholding); Human Resource Development Targets; Inclusive Procurement Targets; Employment Equity Targets (at group level); and Mine Community Development Targets. The Company expects that once Waterberg JV Co. becomes a mining right holder it will be required to comply with the above noted elements/targets.
MINERAL RESERVES AND RESOURCES
The mineral resource and mineral reserve figures referred to in this MD&A and the documents incorporated herein by reference are estimates and no assurances can be given that the indicated levels of platinum (“ Pt ”), palladium (“ Pd ”), rhodium (“ Rh ”) and gold (“ Au ”) (collectively referred to as “ 4E ”) will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource and mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.
NOTE TO U.S. INVESTORS REGARDING RESOURCE ESTIMATES:
Estimates of mineralization and other technical information included or incorporated by reference herein have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”). The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7 of the U.S. Securities and Exchange Commission (the “ SEC ”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. As a result, the reserves reported by the Company in accordance with NI 43-101 may not qualify as “reserves” under SEC standards. In addition, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities laws, estimates of inferred mineral resources may not form the basis of feasibility or prefeasibility studies, except in rare cases. Additionally, disclosure of “contained ounces” in a resource is permitted disclosure under Canadian securities laws; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measurements. Accordingly, information contained in this MD&A and the documents incorporated by reference herein containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of United States federal securities laws and the rules and regulations thereunder.
7

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
TECHNICAL AND SCIENTIFIC INFORMATION:
The technical and scientific information contained in this MD&A, including, but not limited to, all references to and descriptions of technical reports and studies included in this MD&A, has been reviewed and approved by R. Michael Jones, P.Eng, President and Chief Executive Officer and a director of the Company. Mr. Jones is a non-independent “qualified person” as defined in NI 43-101 (a “ Qualified Person ”).
NON-GAAP MEASURES:
This MD&A may include certain terms or performance measures commonly used in the mining industry that are not defined under IFRS as issued by the International Accounting Standards Board, which is incorporated in the CPA Canada Handbook. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Any such non-GAAP measures should be read in conjunction with our financial statements.
1.          DESCRIPTION OF BUSINESS
OVERVIEW
Platinum Group Metals Ltd. is a British Columbia, Canada, company formed on February 18, 2002 pursuant to an order of the Supreme Court of British Columbia approving an amalgamation between Platinum Group Metals Ltd. and New Millennium Metals Corporation. The Company is a palladium and platinum focused exploration and development company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa.
The Company’s business is currently focused on the exploration and development engineering of a recently discovered deposit area on the Waterberg property (the “ Waterberg Project ”) located on the Northern Limb of the Bushveld Complex, approximately 70 km north of the town of Mokopane (formerly Potgietersrus). The project area is comprised of two adjacent property areas formerly known as the Waterberg joint venture project (the “ Waterberg JV Project ”) and the Waterberg extension project (the “ Waterberg Extension Project ”).
On November 6, 2017, the Company, along with Japan Oil, Gas and Metals National Corporation (“ JOGMEC ”) and Mnombo closed a transaction to dispose of 15% of the Waterberg Project for $30 million to Implats. Implats was also granted an option (the “ Purchase and Development Option”) to increase its stake to 50.01% through additional share purchases from JOGMEC for an amount of $34.8 million and earn-in arrangements for $130 million paid to Waterberg JV Co. (defined below) to fund development work on the Waterberg Project, as well as a right of first refusal to smelt and refine Waterberg concentrate (the “ Implats Transaction ”). The Company received $17.2 million for its sale of an 8.6% project interest. See details below.
On November 23, 2017, the Company entered into definitive agreements to sell its rights and interests in Maseve to Royal Bafokeng Platinum Limited (“ RBPlat ”) in a transaction valued at approximately $74.0 million, payable as $62.0 million in cash and $12.0 million in RBPlat common shares (the “ Maseve Sale Transaction ”). The Maseve Sale Transaction occurred in two stages. Stage one was completed on April 5, 2018 when RBPlat paid Maseve $58 million in cash to acquire the concentrator plant and certain surface assets of the Maseve Mine (the “ Plant Sale Transaction ”). Stage two (the “ Share Transaction ”) was completed on April 26, 2018 with the release of 4.87 million RBPlat common shares from escrow, worth approximately $9.1 million at that time, of which 4.52 million RBPlat shares was payable to the Company and the balance to Africa Wide. A final cash payment to the Company required pursuant to the Maseve Sale Transaction was made on May 29, 2018, funded by the release of Maseve’s R58 million environmental bond, valued at $4.6 million on May 29, 2018. The Company’s 4.52 million RBPlat shares were sold on December 14, 2018 and net proceeds of $8.0 million was paid to LMM against the LMM Facility on January 11, 2019.
8

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
PERSONNEL
The Company’s current complement of managers, staff and consultants in Canada consists of 6 individuals. The Company’s complement of managers, staff, consultants, security and casual workers in South Africa currently consists of approximately 9 individuals, as further described below:
·	Including managers and staff there are 6 employees at the Company’s Johannesburg office.
·	There are currently 3 individuals active at the Waterberg Project conducting exploration and engineering activities related to completion of the DFS. The Waterberg Project is operated by the Company utilizing its own staff and personnel. Contract drilling, geotechnical, engineering and support services are utilized as required. Drilling related to the DFS is now complete, resulting in staff reductions from 26 to 3 individuals.
2.          PROPERTIES
Under IFRS, the Company defers all acquisition, exploration and development costs related to mineral properties. The recoverability of these amounts is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the development of the property, and any future profitable production, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. The Company evaluates the carrying value of its property interests on a regular basis. Management is required to make significant judgements to identify potential impairment indicators. Any properties management deems to be impaired are written down to their estimated net recoverable amount.
For more information on mineral properties, see below and Note 4 of the Company’s November 30, 2018 condensed consolidated interim financial statements.
MATERIAL MINERAL PROPERTY INTERESTS
Waterberg Project
Waterberg Project – Implats Strategic Investment
On November 6, 2017, the Company closed the Implats Transaction. Details follow:
·	Implats purchased an aggregate 15.0% equity interest in Waterberg JV Co. (the “ Initial Purchase ”) for $30 million. The Company sold an 8.6% interest for $17.2 million and JOGMEC sold a 6.4% interest for $12.8 million. From its sale proceeds, the Company committed $5.0 million towards its pro rata share of remaining DFS costs.
·	Implats acquired an option (the “ Purchase and Development Option ”) whereby upon completion and approval by Waterberg JV Co. or Implats of the DFS, and in certain other circumstances, Implats will have a right, generally exercisable for 90 days, to exercise an option to increase its interest to up to 50.01% in Waterberg JV Co. If Implats exercises the Purchase and Development Option, Implats would commit to purchase an additional 12.195% equity interest in Waterberg JV Co. from JOGMEC for $34.8 million and to earning a further 22.815% interest by committing to an expenditure of $130.2 million in development work.
·	The closing of the exercise of the Purchase and Development Option will be subject to certain conditions precedent, including the receipt of required regulatory approvals and Implats confirming within 180 business days of the completion and approval of the DFS, the salient terms of a financing for development and mining, including a signed financing term sheet from prospective funders, subject to final credit, internal approvals and documentation. If Implats exercises the Purchase and Development Option and such transactions are consummated, Implats will have primary control of Waterberg JV Co.
·	Should Implats complete the increase of its interest in Waterberg JV Co. to 50.01% pursuant to the Purchase and Development Option and complete its earn in spending, Platinum Group would retain a 31.96% direct and indirect interest in Waterberg JV Co. and all of the project partners would be required to participate pro-rata. If, prior to the consummation of the Purchase and Development Option, a BEE dilution event has occurred, the amount of equity to be purchased by Implats and the purchase price for such equity upon the exercise of the Purchase and Development Option will be adjusted pursuant to formulas set forth in the call option. The transaction agreements also provide for the transfer of equity and the issuance of additional equity to one or more broad based black empowerment partners, at fair value.
9

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
·	If Implats does not elect to complete the Purchase and Development Option and the Development and Mining Financing, Implats will retain a 15.0% project interest and Platinum Group will retain a 50.02% direct and indirect interest in the project.
·	Implats acquired a right of first refusal to enter into an offtake agreement for the smelting and refining of mineral products from the Waterberg Project. JOGMEC will retain a right to receive platinum, palladium, rhodium, gold, ruthenium, iridium, copper and nickel refined mineral products at the volumes produced from the Waterberg Project.
Waterberg Project – Recent Activities
During the period ended November 30, 2018, approximately $3.0 million was spent at the Waterberg Project for engineering and exploration activities. At period end, $34.3 million in accumulated net costs had been capitalized to the Waterberg Project. Total expenditures on the property since inception are approximately $65 million. From inception to date, the Company has funded both the Company’s and Mnombo’s share of expenditures on the Waterberg Project. At November 30, 2018, Mnombo owed the Company approximately $3.7 million for funding provided.
On October 25, 2018, the Company reported an updated independent 4E resource estimate for the Waterberg Project. The updated independent 4E resource estimate followed the completion of a drilling campaign in 2018, resulting in increased confidence in the estimated mineral resources for the project, with 6.26 million 4E ounces now recognized in the higher confidence measured category. Mineral resources estimated in the combined measured and indicated categories increased by 1.46 million 4E ounces to an aggregate 26.34 million 4E ounces. Inferred mineral resources are estimated at 7.0 million 4E ounces. The aggregate T Zone and F Zone measured and indicated resource is comprised of 63% palladium, 29% platinum, 6% gold and 1% rhodium (242.5 Million Tonnes at 3.38 g/t 4E). The T Zone measured and indicated mineral resources increased in grade from 3.88g/t 4E (from the 2016 Pre-Feasibility Study (“PFS”) – see below) to 4.51 g/t 4E.
All of the preceding was estimated at a 2.5 g/t 4E (palladium, platinum, rhodium and gold) cut-off grade. See tables below.

  T-Zone 2.5 g/t Cut-off September 2018 100% Project Basis                    	
Mineral 
Resource
Category	Cut-off	Tonnage	Grade	Metal	
			Pt	Pd	Rh	Au	4E	Cu	Ni	4E	
	4E										
	g/t	t	g/t	g/t	g/t	g/t	g/t	%	%	kg	Moz	
Measured	2.5	3 098 074	1.19	2.09	0.05	0.90	4.23	0.160	0.090	13 105	0.421	
Indicated	2.5	18 419 181	1.34	2.31	0.03	0.87	4.55	0.197	0.095	83 807	2.694	
M+I	2.5	21 517 255	1.32	2.28	0.03	0.88	4.51	0.192	0.094	96 912	3.116	
Inferred	2.5	21 829 698	1.15	1.92	0.03	0.76	3.86	0.198	0.098	84 263	2.709	
    F-Zone 2.5 g/t Cut-off September 2018 100% Project Basis                    	
Mineral
 Resource
 Category	Cut-off	  Tonnage	      Grade      	Metal  	
			Pt	Pd	Rh	Au	4E	Cu	Ni	4E  	
	4E										
	g/t	t	g/t	g/t	g/t	g/t	g/t	%	%	kg	Moz	
Measured	2.5	54 072 600	0.95	2.20	0.05	0.16	3.36	0.087	0.202	181 704	5.842	
Indicated	2.5	166 895 635	0.95	2.09	0.05	0.15	3.24	0.090	0.186	540 691	17.384	
M+I	2.5	220 968 235	0.95	2.12	0.05	0.15	3.27	0.089	0.190	722 395	23.226	
Inferred	2.5	44 836 851	0.87	1.92	0.05	0.14	2.98	0.064	0.169	133 705	4.299	
On November 16, 2018 Platinum Group filed a National Instrument 43-101 technical report on the above updated mineral resources entitled “Technical Report On The Mineral Resource Update For The Waterberg Project Located In The Bushveld Igneous Complex, South Africa” (the “ October 2018 Waterberg Report ”). Technical information in this MD&A regarding the Waterberg Project is derived from the October 2018 Waterberg Report. In addition, a SAMREC 2016 compliant mineral resource statement has been prepared and signed-off by the Independent Geological Qualified Person. The Independent Geological Qualified Person for the October 2018 Waterberg Report and the companion SAMREC Mineral Resource statement is Mr. Charles J Muller, (B.Sc. (Hons) Geology) Pr. Sci. Nat. (Reg. No. 400201/04), CJM Consulting (Pty) Ltd.
10

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
Mineral resources in the October 2018 Waterberg Report are classified in accordance with the SAMREC 2016 standards. There are certain differences with the "CIM Standards on Mineral Resources and Mineral Reserves"; however, in this case the Independent Qualified Person believes the differences are not material and the standards may be considered the same. Mineral resources that are not Mineral Reserves do not have demonstrated economic viability but there are reasonable prospects for eventual economic extraction. Inferred mineral resources have a high degree of uncertainty.
Readers are directed to review the full text of the October 2018 Waterberg Report, available for review under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov for additional information.
The known deposit area on the Waterberg Project is 13 km long so far, open along strike and begins from 140 meters deep. The deposit is known to continue down dip below the arbitrary 1,250 meter cut off depth applied to the deposit for resource estimation purposes. Minimum mineralized thickness is 2.5 meters. Drilling will continue in the future at the Waterberg Project and the deposit is still open for expansion. Based on airborne gravity surveys and drilling completed to date, additional drilling northward along strike is recommended for the future.
Platinum Group is currently working to advance the project to completion of a DFS and a construction decision. Since the prior Waterberg mineral resource estimate and technical report were completed in October 2016, the joint venture, at the direction of its technical committee, completed a further 61,394 meters of drilling in 143 new drill holes targeting the T and the F Zones. An additional 125 deflections from the original mother holes were also drilled. A total of approximately 26,000 new assay samples were completed along with 5,000 reference samples and quality control blanks. All of this new drilling and assay data was considered and assessed by the October 2018 Waterberg Report. Since the publication of the October 2018 Waterberg Report a further 4,127 meters of drilling in 4 new drill holes has been completed for inclusion and assessment in the DFS.
Geotechnical studies and ground work have also been undertaken during 2018 for purposes of the DFS in order to identify and establish stable and suitable ground for mining infrastructure development. Work has included the excavation of 20 test pits to a depth of 5 meters using a chain excavator. Each 5 meter deep test pit was individually excavated, profiled and backfilled. In addition, a total of 15 shallow geotechnical engineering boreholes were drilled.
The true width of the shallow dipping (30° to 35°) mineralized zones at the Waterberg Project are approximately 82% to 87% of the reported interval from the vertical intercepts drilled. For the efficient application of bulk mining methods and for mine planning, vertical intercepts of 3 meters or more are desirable. Increased grade thickness zones associated with minor footwall troughs or bays along the 13 km long layered complex have recently been identified.
As a result of its shallow depth, good grade and a fully mechanized mining approach, the Waterberg Project has the opportunity to be a safe mine within the lowest quartile of the Southern Africa PGE industry cost curve.
Waterberg JV Co. has applied for a mining right and detailed consultation with communities, local municipalities, the Limpopo Provincial government and South African national authorities is ongoing. The application for a mining right has been accepted by the DMR. Consultation with stakeholders has been in a positive climate of mutual respect.
Important detailed infrastructure planning has commenced for the Waterberg Project. Detailed hydrological work is now underway to study the possible utilization of known sources for significant volumes of ground water. A recent cooperation agreement between Waterberg JV Co. and the local Capricorn Municipality for the development of water resources to the benefit of local communities and the mine is resulting in good advancement towards the identification of water supplies and the design of distribution infrastructure. Hydrological work so far has also identified several large-scale water basins that are likely able to provide mine process and potable water for the Waterberg Project and local communities. Test drilling of these water basins has commenced. An earlier, well executed work and drilling program conducted by the Capricorn District Municipality identified both potable and high mineral unpotable water resources in the district. Drilling by Waterberg JV Co. has identified some potable water resources. Several boreholes proximal to the Waterberg Project identified large volumes of high mineral unpotable water not suitable for agriculture. Hydrological and mill process specialists are investigating the use of this water as mine process water. In general, ground water resources identified proximal to the Waterberg Project have the potential for usage for both mining and local communities.
11

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
The establishment of servitudes for power line routes and detailed planning and permitting for an Eskom electrical service to the project are also advancing well. Power line environmental and servitude work is being completed by TDxPower in coordination with Eskom. TDxPower has progressed electrical power connection planning for approximately a 70 km, 137MVA line to the project.
The joint venture partners target the completion of the DFS at the end of March, 2019. Planned DFS engineering work on the Waterberg Project includes resource modelling, metallurgical work, optimization of the metallurgical flow sheet using South African and Japanese expertise, bulk services design and mechanized mine planning. Optimization of the mine plan and working on reducing underground sustaining development capital are a part of the DFS work now underway. Consideration of certain optimization possibilities, such as the use of backfill and further assessment of exact vent raise and decline locations could possibly extend the timeline for completion of the DFS by one to three months. DRA Projects SA (Proprietary) Limited was appointed for DFS work on metallurgy, plant design, infrastructure and cost estimation. Stantec Consulting International LLC was appointed for DFS work on underground mining engineering and design and reserve estimation. Personnel from Implats and the Company recently visited Northern Ontario with Stantec to observe active bulk underground mining operations which demonstrate the mining methods being modelled for application at Waterberg in the DFS.
Waterberg Projects – History of Acquisition
The Waterberg JV Project is comprised of adjacent, granted and applied for prospecting rights and applied for mining rights with a combined active project area of approximately 99,244.79 ha, located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane (formerly Potgietersrus). The Waterberg Project is comprised of the former Waterberg JV Property and the Waterberg Extension Property.
Prospecting rights in South Africa are valid for a period of five years, with one renewal of up to three years. Furthermore, the MPRDA provides for a retention period after prospecting of up to three years with one renewal of up to two years, subject to certain conditions. The holder of a prospecting right granted under the MPRDA has the exclusive right to apply for and, subject to compliance with the requirements of the MPRDA, to be granted, a mining right in respect of the prospecting area in question.
On September 28, 2009, PTM RSA, JOGMEC and Mnombo entered into a joint venture agreement, as later amended on May 20, 2013 (the “ JOGMEC Agreement ”) whereby JOGMEC could earn up to a 37% participating interest in the Waterberg JV Project for an optional work commitment of $3.2 million over four years, while at the same time Mnombo could earn a 26% participating interest in exchange for matching JOGMEC’s expenditures on a 26/74 basis ($1.12 million).
On November 7, 2011, the Company entered into an agreement with Mnombo whereby the Company acquired 49.9% of the issued and outstanding shares of Mnombo in exchange for cash payments totaling R1.2 million and an agreement that the Company would pay for Mnombo's 26% share of costs on the Waterberg JV Project until the completion of a DFS.
On May 26, 2015, the Company announced a second amendment to the JOGMEC Agreement (the “ 2 nd Amendment ”) whereby the Waterberg JV Project and the Waterberg Extension Project were to be consolidated and contributed into operating company, Waterberg JV Co. The transfer of Waterberg prospecting rights into Waterberg JV Co pursuant to the 2 nd Amendment was given section 11 approval by the DMR in August 2017 and the transfer was completed on September 21, 2017. This transaction was considered a taxable item in South Africa, that was offset with other tax-deductible losses and utilization of unrecognized taxable losses. Under the 2 nd Amendment, JOGMEC committed to fund $20 million in expenditures over a three-year period ending March 31, 2018. The Company remained the Project operator under the 2 nd Amendment.
On November 6, 2017, the Initial Purchase with Implats was completed and Implats acquired the Purchase and Development Option. Further details on this transaction can be found above. The Company remains project operator post completion of the Initial Purchase, subject to the scope of work and plans for the DFS as agreed in detail by a technical committee comprised of members from the Company, Implats, JOGMEC and Mnombo.
On March 8, 2018, JOGMEC announced that it had signed a memorandum of understanding with HANWA Co., Ltd (“ HANWA ”) to transfer 9.755% of its 21.95% interest in Waterberg JV Co. to HANWA, which was the result of HANWA winning JOGMEC’s public tender held on February 23, 2018. As described in JOGMEC’s press release, JOGMEC and HANWA will start negotiations on the terms of the transfer of interest to HANWA, including, with a successful negotiation, HANWA securing the right to a supply of certain metals produced at the Waterberg Project.
12

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
3.          DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
A)          Liquidity, Capital Resources and Going Concern
Share Consolidation
On November 20, 2018 the Company announced a consolidation of its common shares on the basis of one new share for ten old shares (1:10), effective at 9:00 a.m. (New York time) on December 13, 2018. The Company’s consolidated common shares began trading on the Toronto Stock Exchange and NYSE American when the markets opened on December 17, 2018. The purpose of the consolidation was to increase the Company’s common share price to be in compliance with the NYSE American’s low selling price requirement. All share numbers in this MD&A are on a pre-consolidation basis unless otherwise noted.
Recent Equity Financings
On May 15, 2018, the Company announced the closing of a private placement of 15,090,999 units at a price of $0.15 per unit for gross proceeds of $2.3 million. Each unit consisted of one common share and one non-listed common share purchase warrant with each common share purchase warrant allowing the holder to purchase one further common share of the Company at a price of $0.17 per share until November 15, 2019. The private placement was the initial strategic investment of Hosken Consolidated Investments Limited (“ HCI ”) into the Company. HCI also acquired a right to nominate one person to the board of directors of the Company and a right to participate in future equity financings of the Company to maintain its pro-rata interest (including the public offering outlined below). Accordingly, the Company has appointed HCI’s nominee, Mr. John Anthony Copelyn, B.A. Hons, B.Proc., Chief Executive Officer of HCI, to its board of directors.
On May 15, 2018, the Company also closed a marketed offering of 117,453,862 units, including 3,453,862 units issued pursuant to an over-allotment option granted to the underwriters, at a price of $0.15 per unit for gross proceeds of $17.62 million. Each unit consisted of one common share and one listed common share purchase warrant with each common share purchase warrant allowing the holder to purchase one further common share of the Company at a price of $0.17 per share until November 15, 2019. HCI subscribed for 24,909,000 units of this public offering. As of the date of this MD&A 227,000 warrants from this public offering have been exercised resulting in gross proceeds of $38,590 to the Company.
The following is a reconciliation for the use of proceeds from the May 15, 2018 private placement and the May 15, 2018 offering:

Use of Proceeds	May 15, 2018
private
placement	
May 15, 2018
offering	
Aggregate
Amount	Actual to
November 30,
2018	
Debt repayment towards the LMM
Facility and production payment
termination fees due to LMM	$1,366
	$10,634
	$12,000
	$12,000
	
General corporate purposes	$898	$6,984	$7,882	$5,913	
TOTAL	$2,264	$17,618	$19,882	$17,913	
Convertible Senior Subordinated Notes
On June 30, 2017, the Company issued and sold to certain institutional investors $20 million aggregate principal amount of 6 7/8% convertible senior subordinated notes due 2022 (the “ Notes ”). The Notes bear interest at a rate of 6 7/8% per annum, payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2018, in cash or at the election of the Company, in common shares of the Company or a combination of cash and common shares, and will mature on July 1, 2022, unless earlier repurchased, redeemed or converted. An additional interest charge of 0.25% for the period January 1, 2018 to March 31, 2018, plus a further 0.25% for the period April 1, 2018 to July 1, 2018, was added to the coupon rate of the Notes at the Company’s election to not file a prospectus and a registration statement for the Notes with Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission. After July 1, 2018, at which time the Notes became freely tradable by holders other than affiliates, the Notes once again bear interest at the coupon rate of 6 7/8% per annum.
13

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
Subject to certain exceptions, the Notes will be convertible at any time at the option of the holder, and may be settled, at the Company's election, in cash, common shares, or a combination of cash and common shares. If any Notes are converted on or prior to the three and one-half year anniversary of the issuance date, the holder of the Notes will also be entitled to receive an amount equal to the remaining interest payments on the converted Notes to the three and one-half year anniversary of the issuance date, discounted by 2%, payable in common shares. The initial conversion rate of the Notes is 1,001.1112 common shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $0.9989 per common share, representing a conversion premium of approximately 15% above the NYSE American closing sale price for the Company’s common shares of $0.8686 per share on June 27, 2017. The conversion rate will be subject to adjustment upon the occurrence of certain events. If the Company pays interest in common shares, such shares will be issued at a price equal to 92.5% of the simple average of the daily volume-weighted average price of the common shares for the 10 consecutive trading days ending on the second trading day immediately preceding the payment date, on the NYSE American exchange or, if the common shares are not then listed on the NYSE American exchange, on the principal U.S. national or other securities exchange or market on which the common shares are then listed or admitted for trading.
Notwithstanding the foregoing, no holder will be entitled to receive common shares upon conversion of Notes to the extent that such receipt would cause the converting holder or persons acting as a “group” to become, directly or indirectly, a “beneficial owner” (as defined in the indenture governing the Notes (the “ Indenture ”)) of more than 19.9% of the common shares outstanding at such time or, in the case of a certain note holder, if it or its affiliates would become a “beneficial owner” of more than 4.9% of the common shares outstanding at such time. In addition, the Company will not issue an aggregate number of common shares pursuant to the Notes that exceeds 19.9% of the total number of common shares outstanding on June 30, 2017.
Prior to July 1, 2018, the Company was not able to redeem the Notes, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes. On or after July 1, 2018 and before July 1, 2019, the Company shall have the right to redeem all or part of the Notes at a price, payable in cash, of 110.3125% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; on or after July 1, 2019 and before July 1, 2020, the Company shall have the right to redeem all or part of the outstanding Notes at a price, payable in cash, of 105.15625% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date; and on or after July 1, 2010, until the maturity date, the Company shall have the right to redeem all or part of the outstanding Notes at a price, payable in cash, of 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Upon the occurrence of a fundamental change as defined in the Indenture, the Company must offer to purchase the outstanding Notes at a price, payable in cash, equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any.
The Notes are unsecured senior subordinated obligations and are subordinated in right of payment to the prior payment in full of all of the Company’s existing and future senior indebtedness pursuant to the Indenture. The Company may issue additional Notes in accordance with the terms and conditions set forth in the Indenture. The Indenture contains certain additional covenants, including covenants restricting asset dispositions, issuances of capital stock by subsidiaries, incurrence of indebtedness, business combinations and share exchanges.
The net proceeds from the offering of Notes were used primarily to fund direct expenditures relating to the operation, closure and ongoing care and maintenance of the Maseve Mine.
In accordance with the foregoing, effective January 1, 2018 the Company issued 2,440,629 common shares in settlement of $691,110 of bi-annual interest payable on $19.99 million of outstanding Notes. The common shares were priced based on a simple average of their daily volume weighted average price for ten consecutive trading days, ending on the second trading day immediately preceding the payment date, multiplied by 92.5% .
Also, effective July 1, 2018 the Company issued 7,579,243 common shares in settlement of $724,776 of bi-annual interest payable on $19.99 million of outstanding Notes. The common shares were priced based on a simple average of their daily volume weighted average price for ten consecutive trading days, ending on the second trading day immediately preceding the payment date, multiplied by 92.5% .
14

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
Also, effective January 1, 2019 the Company issued 545,721 (post-consolidation) common shares in settlement of $687,156 of bi-annual interest payable on $19.99 million of outstanding Notes. The common shares were priced based on a simple average of their daily volume weighted average price for ten consecutive trading days, ending on the second trading day immediately preceding the payment date, multiplied by 92.5% .
LMM Facility
On November 20, 2015, the Company drew down $40 million from a secured loan facility (the “ LMM Facility ”) pursuant to the second lien credit agreement entered into on November 2, 2015, which was later amended, or amended and restated, as applicable on May 3, 2016, September 19, 2016, January 13, 2017, April 13, 2017, June 13, 2017, June 23, 2017, October 30, 2017, February 12, 2018, May 1, 2018, May 11, 2018, August 21, 2018, October 18, 2018 and December 14, 2018 (collectively, the “ LMM Credit Agreement ”), with LMM. The interest rate on the LMM Facility is LIBOR plus 9.5% .
After the May 11, 2018 amendments to the LMM Facility the Company was required to (i) raise a minimum of $15 million in financings of subordinated debt, common shares and/or securities convertible into common shares (the “ Required Financing ”) before May 31, 2018, (ii) apply the first $12 million of gross proceeds from the Required Financing to reduce indebtedness under the LMM Facility before May 31, 2018, and (iii) not otherwise be in default under the LMM Facility. The Company met all of these conditions and as a result: (a) the LMM Facility maturity date was extended to October 31, 2019, (b) a previous requirement to raise a further $20 million in subordinated debt and/or common shares before July 31, 2018 was eliminated, and (c) interest will continue to accrue and be capitalized until the maturity date. The Company will also be required to pay against any amounts due pursuant to the LMM Facility, 50% of any financings in excess of $500,000 of subordinated debt, common shares and/or securities convertible into common shares as well as 50% of the proceeds upon the exercise of common share purchase warrants.
In April and May, 2018 a total of $23.1 million of the amount owed to Liberty was paid, consisting of $11.1 million from proceeds of the Maseve Sale Transaction and $12.0 million from the Required Financing (see “Recent Equity Financings” at item 3. A above for details). After the production payment termination fee ($15 million) was paid the remaining $8.1 million was applied against the LMM Facility and accrued interest. As at November 30, 2018 $48.7 million was owed to Liberty on the loan facility principal and accrued interest. Subsequent to the end of the period, on January 11, 2019 $8.0 million in net proceeds from the sale of the Company’s 4.52 million RBPlat shares was paid and applied against the LMM Facility and accrued interest.
Effective April 10, 2018, after repayment by the Company of an aggregate $46.98 million to extinguish the first ranking Sprott Facility, LMM has a first priority lien on: (i) the issued shares of PTM RSA held by the Company (and such other claims and rights described in the applicable pledge agreement); (ii) all present and after-acquired personal property of the Company; and (iii) the shares held by PTM RSA in Waterberg JV Co. The LMM Facility is also guaranteed by PTM RSA.
Bank Advisory Fees
For several years BMO Nesbitt Burns Inc. (“ BMO ”) and Macquarie Capital Markets Canada Ltd. (“ Macquarie ”) have both provided strategic advisory services to the Company under a formal engagement. Effective October 22, 2018 the formal agreement between the Company and Macquarie was terminated by mutual consent. Pursuant to the Maseve Sale Transaction and the Implats Transaction, BMO and Macquarie earned fees in aggregate of approximately $3.8 million. In October 2017, the Company paid BMO and Macquarie an aggregate of $1.0 million after the closing of the Initial Purchase of the Implats Transaction. In October 2017, the Company also agreed with BMO and Macquarie to pay them an aggregate balance of approximately $2.8 million for their strategic advisory fees earned, as soon as practicable following the repayment of both the Sprott Facility and the LMM Facility. Macquarie’s right to payment of their share of earned and outstanding advisory fees survives the termination of their engagement with the Company.
Going Concern
The Company currently has limited financial resources. At November 30, 2018, $48.7 million was owed on the LMM Facility. The amount owed on the LMM Facility was further reduced in January 2019 when $8.0 million in net proceeds from the sale of marketable securities, being 4.52 million RBPlat common shares, was realized and paid to LMM. The remaining debt under the LMM Facility, including all principal and accrued interest, matures on October 31, 2019. Additional payments/interest (which can be paid with shares of the Company) are due on the Notes. The Company has no sources of operating income at present. The Company’s ability to continue operations in the normal course of business will therefore depend upon its ability to secure additional funding by methods which could include debt refinancing, equity financing, sale of assets and strategic partnerships. Management believes the Company will be able to secure further funding as required. Nonetheless, there exist material uncertainties resulting in substantial doubt as to the ability of the Company to continue to meet its obligations as they come due.
15

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
Contractual Obligations
The following table discloses the Company’s contractual obligations as at November 30, 2018:
( in thousands of dollars)

  Payments Due By Year  	
 	 	< 1 Year	 	 	1 – 3 Years	 	 	4 – 5 Years	 	 	> 5 Years	 	 	Total	 	
Lease Obligations	$	 362	 	$	 455	 	$	347	 	$	 -	 	$	1,164	 	
Contractor payments	 	1,823	 	 	-	 	 	-	 	 	-	 	 	1,823	 	
Convertible Note 1	 	1,391	 	 	2,749	 	 	21,364	 	 	-	 	 	25,504	 	
LMM Facility	 	54,633	 	 	-	 	 	-	 	 	-	 	 	54,633	 	
Totals	$	 58,209	 	$	 3,204	 	$	21,711	 	$	 -	 	$	83,124	 	
1 The Convertible Note and related interest can be settled at the Company’s discretion in cash or common shares of the Company.
Accounts Receivable and Payable
Accounts receivable at November 30, 2018 totaled $0.2 million (August 31, 2018 - $0.9 million) being comprised mainly of South African value added taxes refundable. Accounts payable and accrued liabilities at November 30, 2018, totaled $4.2 million (August 31, 2018 - $3.6 million) with the increase due to the payables related to Waterberg.
B)          Results of Operations
Period Ended November 30, 2018
For the period ended November 30, 2018, the Company had a net loss of $5.6 million (November 30, 2017 – net loss of $12.4 million). This lower loss in the current period is predominantly due to the Maseve Mine closure in the fourth quarter of fiscal 2017, resulting in care and maintenance costs of $5.9 million being recognized in the first quarter of fiscal 2018 in the previous comparable period. Other items include interest expense of $2.5 million in the current period ($4.1 million November 30, 2017) with the decrease due to less debt outstanding the current period. A foreign exchange loss of $1.2 million was recognized in the current period (November 30, 2017 $3.1 million loss) due to a further decrease in the value of the Canadian Dollar relative to the US Dollar in the current period. During the current period a loss of $2.2 million was recognized on the valuation of embedded derivatives whereas a gain of $2.1 million was recognized in the previous comparable period, due largely to the increase in market value of the Company’s shares. The currency translation adjustment recognized in the period is a gain of $2.8 million (November 30, 2017 - $4.3 million gain) due to the Rand increasing in value relative to the U.S. Dollar.
Quarterly Financial Information
The following tables set forth selected quarterly financial data for each of the last eight quarters:
16

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
 
(In thousands of dollars, except for share data)

Quarter ended	 	Nov. 30,	 	 	Aug. 31,	 	 	May 31,	 	 	Feb.28,	 	
 	 	2018	 	 	2018	 	 	2018	 	 	2018	 	
Net finance income (1)	$	 277	 	$	 234	 	$	 153	 	$	 223	 	
Net loss (2)	 	(5,640	)	 	(3,419	)	 	(10,721	)	 	(14,440	)	
Basic loss per share (pre-share consolidation) (3)	 	(0.02	)	 	(0.01	)	 	(0.06	)	 	(0.09	)	
Total assets (4)	 	46,225	 	 	41,849	 	 	44,250	 	 	105,433	 	
Quarter ended	 	Nov. 30,	 	 	Aug. 31,	 	 	May 31,	 	 	Feb. 28,	 	
 	 	2017	 	 	2017	 	 	2017	 	 	2017	 	
Net finance income (1)	$	129	 	$	 233	 	$	 180	 	$	 349	 	
Net loss (2)	 	(12,444	)	 	(303,783	)	 	(227,850	)	 	(56,288	)	
Basic loss per share (pre-share consolidation) (3)	 	(0.08	)	 	(2.05	)	 	(1.37	)	 	(0.39	)	
Total assets (4)	 	99,625	 	 	100,528	 	 	364,872	 	 	587,326	 	

Notes:

 	(1)	The Company earns income from interest bearing accounts and deposits. Rand balances earn much higher rates of interest than can be earned at present in Canadian or U.S. Dollars. Interest income varies relative to cash on hand.	
 	(2)	Net loss by quarter is affected by the timing and recognition of large non-cash items. In the quarters ended August 31, 2017, May 31, 2017 and February 28, 2017 impairment charges of $309 million, $152 million and $55 million respectively were recognized relating to the Maseve Mine. In the quarter ended February 28, 2017 there were share-based compensation expenses. Net loss can also be impacted by the value of the Rand and the U.S. Dollar relative to the Canadian Dollar as the Company has in the past held significant portions of its cash in each currency. At the end of each reporting period Rand and U.S. Dollar cash balances are translated to Canadian Dollars at period end exchange rates.	
 	(3)	Basic loss per share is calculated using the weighted average number of common shares outstanding. The Company uses the treasury stock method to calculate diluted earnings per share. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. In periods when a loss is incurred, the effect of share issuances under options would be anti-dilutive, resulting in basic and diluted loss per share being the same.	
 	(4)	At May 31, 2018, May 31, 2017, February 28, 2017 and November 30, 2016 the Company’s assets increased compared to prior periods as a result of equity or unit offerings.	
4.          Dividends
The Company has never declared nor paid dividends on its common shares. The Company has no present intention of paying dividends on its common shares, as it anticipates that all available funds will be invested to finance its business.
5.          Related Party Transactions
Transactions with related parties are as follows (in thousands of dollars) :

i.	During the period ended November 30, 2018 $24 ($61 – November 30, 2017) was paid or accrued to independent directors for directors’ fees and services.	
 		
ii.	During the period ended November 30, 2018, the Company accrued payments of $14 ($14 – November 30, 2017) from West Kirkland Mining Inc. (“ West Kirkland ”), a company with two directors in common, for accounting and administrative services. All amounts due from West Kirkland have been received subsequent to period end.	
 	 	
iii.	On May 15, 2018 the Company closed a private placement for 15,090,999 units HCI. Also, on May 15, 2018, HCI participated for an additional 24,909,000 units in the Company’s separate public offering. See “Recent Equity Financings” at item 3. A above for more details. By way of the private placement HCI acquired a right to nominate one person to the board of directors of the Company and a right to participate in future equity financings of the Company to maintain its pro-rata interest. As of November 30, 2018, including shares purchased on the open market, HCI owned approximately 15.07% of the Company’s outstanding common shares. HCI was not a Related Party at the time of the private placement but became such as a result of said private placement.	
 	                   	
iv.	During fiscal 2016 the Company entered into a loan facility agreement with its largest shareholder at the time, LMM. The loan was negotiated and entered into at commercial terms. LMM presently remains one of the Company’s largest shareholders. Please see Liquidity, Capital Resources and Going Concern section above for further details on the current terms of the LMM Facility.	
17

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
All amounts receivable and accounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment. These transactions are in the normal course of business and are recorded at consideration established and agreed to by the parties.
6.          Off-Balance Sheet Arrangements
The Company does not have any special purpose entities nor is it party to any off-balance sheet arrangements.
7.          Outstanding Share Data
The Company has an unlimited number of common shares authorized for issuance without par value. At November 30, 2018, before the Share Consolidation (defined below) there were 291,259,110 common shares outstanding, 132,319,861 common share purchase warrants outstanding (exercise price US$0.17) and 3,085,500 incentive stock options outstanding (exercise prices of C$2.00 to C$13.00) . The Company completed a reverse stock split of the Company’s common shares, effective December 13, 2018, on the basis of one new share for ten old shares (1:10) (the “ Share Consolidation ”). At January 11, 2019, post Share Consolidation and after the issue of 545,721 post consolidation common shares on January 2, 2019 in settlement of bi-annual interest payable on outstanding Notes, and after the issue of 200 post consolidation shares on exercise of common share purchase warrants at a price of $1.70 per share on January 4, 2019, the Company had 29,671,832 post Share Consolidation common shares outstanding. During the period the Company made no changes to the terms or exercise price of outstanding options. Outstanding options were adjusted to conform with the Company’s announced consolidations of its common shares effective January 2016 and December 2018.
NYSE American Notice of Noncompliance
On April 10, 2018, the Company received a letter from the NYSE American stating that the Company is not in compliance with the continued listing standards set forth in Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “ Company Guide ”) because the Company had reported stockholders’ (deficit) equity of $(4.6) million as of November 30, 2017 and net losses in its five most recent fiscal years ended August 31, 2017. In order to maintain its listing, the Company submitted a plan of compliance on May 10, 2018 addressing how it intends to regain compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide by October 10, 2019. On June 21, 2018 the NYSE American notified the Company that it had accepted the Company’s plan of compliance and granted the Company an extension until November 23, 2018 to regain compliance with the requirements of Section 1003(f)(v) of the Company Guide and until October 10, 2019 to regain compliance with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the Company Guide.
On May 23, 2018 the Company received a letter from NYSE American stating that it is not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the Company Guide due to the low selling price of the Company’s common shares. In order to maintain its listing, the Company was required to demonstrate sustained price improvement no later than November 23, 2018, or the Company would be required to effect a reverse stock split of the Company’s common shares by November 23, 2018. Although the Company’s share price did improve subsequent to May 23, 2018, the improvement was not sufficient to comply with continued listing standards. On November 20, 2018 the Company announced a reverse stock split of the Company’s common shares, effective December 13, 2018, on the basis of one new share for ten old shares (1:10). As a result of the reverse stock split the NYSE American advised the Company on December 26, 2018 that it had regained compliance with the NYSE American’s low selling price standard.
Note that unless specifically described as being “post-consolidation”, information regarding issued and outstanding common shares, options, warrants and weighted average number and per share information in this MD&A has not been retrospectively restated to reflect the one for ten reverse stock split described above.
The Company is not currently in compliance with all NYSE American listing standards, but its listing is being continued pursuant to an exception. The Company will be subject to periodic review by Exchange staff during the extension period. If the Company is not in compliance with the Company Guide by the applicable deadlines or if the Company does not make progress consistent with the plan during the plan period, Exchange staff will initiate delisting proceedings as appropriate.
18

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
8.          Risk Factors
The Company is subject to a number or risks and uncertainties, each of which could have an adverse effect on results, business prospects or financial position.
In September 2018, the Company reported that it was in receipt of a summons issued by Africa Wide whereby Africa Wide had instituted legal proceedings in South Africa against PTM RSA, RBPlat and Maseve in relation to the Maseve Sale Transaction. Africa Wide is seeking, at this very late date, to set aside or be paid increased value for, the closed Maseve Sale Transaction. Africa Wide held a 17.1% interest in Maseve prior to the Maseve Sale Transaction. RBPlat consulted with senior counsel, both during the negotiation of the Maseve Sale Transaction and in regard to the current Africa Wide legal proceedings. The Company has received legal advice to the effect that the Africa Wide action, as issued, is ill-conceived and is factually and legally defective.
For a comprehensive list of the risks and uncertainties affecting our business, please refer to the section entitled “Risk Factors” in the Form 20-F, which was also filed as the Company’s form of AIF, and as well as in the documents incorporated by reference therein. The Form-20F may be found on EDGAR at www.sec.gov and the AIF may be found on SEDAR at www.sedar.com.
9.          Outlook
The positive outlook for palladium, the potential for a palladium supply deficit and the rising price of the metal has been commented on by market analysts recently. The Company’s key business objective is to advance the palladium dominant Waterberg Project to completion of a DFS and a construction decision. The Company is working closely with its partners Implats, JOGMEC and Mnombo through a technical committee of the Joint Venture on all the aspects of the DFS and the community consultation process as part of its mining right application and environmental authorization process. The teams are working well together, drawing on the diverse South African and international experience of the partners to maximize the value of the large scale Waterberg Project for all stakeholders. Under the terms of the Implats Transaction a forward DFS budget of $10.0 million was established by Waterberg JV Co. and the Company set aside an amount of $5.0 million from its proceeds of the Initial Purchase toward its share of DFS costs. Total DFS costs to November 30, 2018, including some work prior to the Implats transaction, total approximately $12.49 million ($9.54 million as of August 31, 2018 and $6.8 million as of May 31, 2018). Drilling to increase the confidence in certain areas of the known mineral resource to the measured category was completed in May 2018 and an updated resource estimate for use in the DFS was published on October 25, 2018. Remaining DFS work consists primarily of engineering and modelling work and the complement of personnel on the project site has been reduced to only a few people at this time.
Results from the updated Waterberg resource estimate as reported in the October 2018 Waterberg Report are aligned with previous estimates and expectations, with 6.26 million 4E ounces now recognized in the higher confidence measured category. Mineral resources estimated in the combined measured and indicated categories increased by 1.46 million 4E ounces to 26.34 million 4E ounces (242.5 million tonnes at 3.38 g/t 4E comprised of 63.04% palladium, 29.16% platinum, 6.37% gold and 1.43% rhodium). Inferred mineral resources are estimated at 7.0 million 4E ounces (66.67 million tonnes at 3.26 g/t 4E). The T zone measured and indicated mineral resources have increased in grade from 3.88 g/t 4E in 2016 to 4.51 g/t 4E in 2018. All of the preceding was estimated at a 2.5 g/t 4E cut-off grade, which is the preferred scenario for the project. Please refer to the October 2018 Waterberg Report for additional information regarding the updated mineral resource estimate.
Engagement with utilities and the local municipality for the delivery of bulk services is in process. Engineering work on the Waterberg Project includes resource modelling, metallurgical work, optimization of the metallurgical flow sheet using South African and Japanese expertise, bulk services design and mechanized mine planning. Optimization of the mine plan and working on reducing underground sustaining development capital will be part of the upcoming DFS.
Waterberg JV Co. filed a mining right application on August 30, 2018 based substantially on the results of the October 2016 Waterberg Report. The mining right application was accepted by the DMR on October 10, 2018.
The Company has been actively engaged with shareholders to explain the new focus on the Waterberg Project and the Company’s immediate and medium-term plans. Market interest in palladium has recently been increasing. The Company believes that the transaction with Implats provides an endorsement of the Waterberg Project and a mine to market roadmap. The Company continues to review and assess corporate and asset level strategic alternatives with advisors.
19

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
As well as the discussions within this MD&A, the reader is encouraged to also see the Company’s disclosure made under the heading “Risk Factors” in the Form 20-F, which was also filed as the AIF.
10.        Critical Accounting Estimates and Change in Accounting Standards
The preparation of the Company’s condensed consolidated interim financial statements in conformity with IFRS requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as income and expenses. The Company’s significant accounting policies and critical accounting estimates applied in the interim financial statements are the same as those applied in Note 2 of the Company’s annual consolidated financial statements as at and for the year ended August 31, 2018, except for the adoption of IFRS 9, Financial Instruments, (“IFRS 9”) effective for fiscal periods beginning on or after January 1, 2018.
Fair value of embedded derivatives
Where the fair value of financial liabilities recorded in the financial statements cannot be derived from active markets, their fair value is determined using valuation techniques including the partial differential equation method. The inputs to this model are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible.
Determination of ore reserve and mineral resource estimates
The Company estimates its ore reserves and mineral resources based on information compiled by Qualified Persons as defined by NI 43-101. Reserves determined in this way are used in the calculation of depreciation, amortization and impairment charges, and for forecasting the timing of the payment of close down and restoration costs. In assessing the life of a mine for accounting purposes, mineral resources are only taken into account where there is a high degree of confidence of economic extraction. There are numerous uncertainties inherent in estimating ore reserves, and assumptions that are valid at the time of estimation and they may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in reserves being restated. Such changes in reserves could impact depreciation and amortization rates, asset carrying values and provisions for close down and restoration costs.
Assumption of control of Mnombo for accounting purposes
The Company has judged that it controls Mnombo for accounting purposes as it owns 49.9% of the outstanding shares of Mnombo and has contributed all material capital to Mnombo since acquiring its 49.9% share. Currently there are no other sources of funding known to be available to Mnombo. If in the future Mnombo is not deemed to be controlled by the Company, the assets and liabilities of Mnombo would be derecognized at their carrying amounts. Amounts recognized in other comprehensive income would be transferred directly to retained earnings. If a retained interest remained after the loss of control it would be recognized at its fair value on the date of loss of control. Although the Company controls Mnombo for accounting purposes, it does not have full knowledge of Mnombo’s other shareholders activities.
Deferred tax assets and liabilities and resource taxes
The determination of our future tax liabilities and assets involves significant management estimation and judgment involving a number of assumptions. In determining these amounts the Company interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of future tax assets and liabilities. We also make estimates of our future earnings which affect the extent to which potential future tax benefits may be used. We are subject to assessment by various taxation authorities, which may interpret tax legislation in a manner different from our view. These differences may affect the final amount or the timing of the payment of taxes. When such differences arise, we make provision for such items based on our best estimate of the final outcome of these matters.
20

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
Change in Accounting Policy – IFRS 9
The Company adopted all of the requirements of IFRS 9 Financial Instruments (“IFRS 9”) as of September 1, 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 utilizes a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model.
As the Company is not restating prior periods, management has recognized the effects of modified retrospective application at the beginning of the November 30, 2018 reporting period, which included the date of initial application. Therefore, on September 1, 2018 the adoption of IFRS 9 resulted in a decrease in deficit of $5.8 million with a corresponding increase in the carrying value of the Liberty loan for the same amount. See note 5 of the November 30, 2018 financial statements for further details.
The following is the Company’s new accounting policy for financial instruments since adoption of IFRS 9 on September 1, 2018:
Classification
 The Company classifies its financial instruments in the following categories: at fair value through profit and loss at fair value through other comprehensive income (loss), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and the debt’s contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
Measurement
 Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of comprehensive loss in the period in which they arise.
Impairment of financial assets at amortized cost
 The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses. The Company shall recognize in the consolidated statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
Derecognition of Financial assets
 The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of comprehensive loss.
The original measurement categories under IAS 39 and the new measurement categories under IFRS 9 are summarized in the following table:

 	Original (IAS 39)	New (IFRS 9)	
Financial Assets:	 	 	
Cash	Loans and receivables	Amortized cost	
Marketable securities	Available for sale (designated through profit and loss)	Fair value through profit or loss	
Accounts receivable	Loans and receivables	Amortized cost	
 	 	 	
Financial Liabilities:	 	 	
Accounts payable	Other liabilities	Amortized cost	
Loan payable	Amortized cost	Amortized cost	
Convertible debenture	Other financial liabilities	Other financial liabilities	
Convertible debenture derivative	Fair value through profit or loss	Fair value through profit or loss	
Warrants	Fair value through profit or loss	Fair value through profit or loss	
21

PLATINUM GROUP METALS LTD.
(An Exploration and Development Stage Company)
Supplementary Information and MD&A
For the period ended November 30, 2018
 
11.        Disclosure Controls and Internal Control Over Financial Reporting
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings made pursuant to both SEC and Canadian Securities Administrators requirements are recorded, processed, summarized and reported in the manner specified by the relevant securities laws applicable to the Company. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the applicable securities legislation is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the period ended November 30, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
12.        Other Information
Additional information relating to the Company for the period ended November 30, 2018 may be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov . Readers are encouraged to review the Company’s audited annual consolidated financial statements for the year ended August 31, 2018 together with the notes thereto as well as the Form 20-F, which was also filed as the Company’s form of AIF.
13.        List of Directors and Officers

Directors	Officers	
R. Michael Jones	R. Michael Jones (CEO)	
Frank R. Hallam	Frank R. Hallam (CFO & Corporate Secretary)	
Iain McLean	Kris Begic (VP, Corporate Development)	
Tim Marlow	 	
Diana Walters	 	
John Copelyn	 	
22

      Exhibit 99.3
CONSENT OF EXPERT
The undersigned hereby consents to the inclusion in the Management’s Discussion and Analysis (the “MD&A”) of Platinum Group Metals Ltd. (the “Company”) for the period ended November 30, 2018 of references to the undersigned as a non-independent qualified person and the undersigned’s name with respect to the disclosure of technical and scientific information contained in the MD&A (the “Technical Information”). The undersigned further consents to the incorporation by reference in the Company’s Registration Statement on Form F-3 (No. 333-226580) filed with the United States Securities and Exchange Commission, of the references to the undersigned’s name and the Technical Information in the MD&A.
 
/s/ R. Michael Jones                                  
R. Michael Jones
Date: January 11, 2019

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, R. Michael Jones, President and Chief Executive Officer of Platinum Group Metals Ltd. , certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Platinum Group Metals Ltd. (the “issuer”) for the interim period ended	
 	 	
	November 30, 2018.	
 	 	
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.	
 	 	
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.	
 	 	
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.	
 	 	
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings	

 	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that	
 	 	 	 	
 		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and	
 	 	 	 	
 		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and	
 	 	 	 	
 	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.	

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s 1CFR is the Internal Control – Integrated Framework (COSO Framework) prepared by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) .	

- 2 -

5.2	ICFR - material weakness relating to design : N/A	
 	 	
5.3	Limitation on scope of design: N/A	
 	 	
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2018 and ended on November 30, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.	
Date: January 11, 2019
 
/s/ R. Michael Jones                                                                
R. Michael Jones
Chief Executive Officer

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Frank R. Hallam, Chief Financial Officer of Platinum Group Metals Ltd. , certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Platinum Group Metals Ltd. (the “issuer”) for the interim period ended November 30, 2018.	
 	 	
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.	
 	 	
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.	
 	 	
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.	
 	 	
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings	

 	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that	
 	 	 	 	
 		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and	
 	 	 	 	
 		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and	
 	 	 	 	
 	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.	

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s 1CFR is the Internal Control – Integrated Framework (COSO Framework) prepared by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) .	

- 2 -

5.2	ICFR - material weakness relating to design : N/A	
 	 	
5.3	Limitation on scope of design: N/A	
 	 	
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2018 and ended on November 30, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.	
Date: January 11, 2019
 
/s/ Frank Hallam                                                                        
Frank R. Hallam
Chief Financial Officer

  
	838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710	

News Release	No. 19-386	
 	January 11, 2019	
 	 	
Platinum Group Metals Ltd. Reports First Quarter Results
And Provides Waterberg Palladium Project Update
(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American) (“Platinum Group” “PTM” or the “Company”) reports the Company’s financial results for the three months ended November 30, 2018 and provides a summary of recent events and outlook. The Company has focused its business on the palladium dominant large scale, bulk mineable Waterberg Project in South Africa (the “Waterberg Project”). A Definitive Feasibility Study, (“DFS”) for the Waterberg Project is advancing well. A technical committee of Waterberg JV Resources Pty Ltd. (“Waterberg JV Co.”) is overseeing the DFS with participation from all partners. A formal Mining Right Application has been filed and community consultation is ongoing. Power and water planning for the project is advancing well including work under a regional water co-operation agreement with the Capricorn Municipality and engineering and permitting work with power utility Eskom.
Impala Platinum Holdings Ltd. (“Implats”) made a strategic investment of $30.0 million in November 2017 to purchase a 15% stake in the Waterberg Project, from which the Company received $17.2 million for its 8.6% project interest sold. Implats may elect to increase its stake to 50.01% by additional share purchases from Japan Oil, Gas and Metals National Corporation (“JOGMEC”) for an amount of $34.8 million and a commitment to expenditures of $130 million for development work on the Waterberg Project. Implats will also have a right of first refusal to smelt and refine Waterberg Project concentrate.
On October 25, 2018, the Company announced positive results from additional drilling, which increased confidence to a measured resource category for certain areas targeted for early mining, and published an updated independent mineral resource assessment. The updated resource assessment has been provided to the independent engineers for the mine design, scheduling and capital cost estimation as part of the DFS. The Waterberg deposit is dominated by palladium and also contains platinum, rhodium and gold (together known as “4E”) as well as copper and nickel.
For details of the condensed consolidated interim financial statements for the three months ended November 30, 2018 (the “Financial Statements”) and Management’s Discussion and Analysis for the three months ended November 30, 2018 please see the Company’s filings on SEDAR ( www.sedar.com) or on EDGAR ( www.sec.gov ). Shareholders are encouraged to visit the Company’s website at www.platinumgroupmetals.net . Shareholders may receive a hard copy of the complete Financial Statements from the Company free of charge upon request.
All amounts herein are reported in United States dollars (“USD”) unless otherwise specified. The Company holds cash in Canadian dollars, United States dollars and South African Rand. Changes in exchange rates may create variances in the cash holdings or results reported.

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Recent Events
On January 11, 2019 , the Company delivered a payment of $8.0 million to Liberty Metals & Mining Holdings, LLC (“LMM”) in partial settlement of a secured loan facility (the “LMM Facility”) due to LMM. The amount paid represented net proceeds from the recent sale of 4.52 million common shares of JSE listed Royal Bafokeng Platinum Ltd. (“RBPlat”). The shares were received by the Company in April 2018 upon completion of stage two of the sale of the Maseve Mine to RBPlat (the “Maseve Sale Transaction”).
On November 16, 2018, the Company filed a National Instrument 43-101 technical report related to the updated independent mineral resource estimate for the Waterberg Project announced on October 25, 2018. The report, entitled “Technical Report on the Mineral Resource Update for the Waterberg Project Located in the Bushveld Igneous Complex, South Africa” is dated October 22, 2018 (with the effective date of the mineral resources being September 27, 2018) (the “Waterberg Technical Report”) and was prepared by Charles J Muller, B. Sc. (Hons) (Geology), Pr. Sci. Nat., of CJM Consulting (Pty) Ltd. A copy of the Waterberg Technical Report can be found at www.sedar.com , at www.sec.gov and on the Company’s website.
On October 25, 2018, the Company published an updated independent mineral resource estimate for the Waterberg Project on a 100% basis, with 6.26 million 4E ounces now recognized in the higher confidence Measured category. Mineral resources estimated in the combined Measured and Indicated categories increased by 1.46 million 4E ounces to 26.34 million 4E ounces (242.5 million tonnes at 3.38 g/t 4E comprised of 63.04% palladium, 29.16% platinum, 6.37% gold and 1.43% rhodium). Inferred mineral resources are estimated at 7.0 million 4E ounces (66.67 million tonnes at 3.26 g/t 4E). The T zone Measured and Indicated mineral resources have increased in grade from 3.88 g/t 4E in 2016 to 4.51 g/t 4E in 2018. All of the preceding was estimated at a 2.5 g/t 4E cut-off grade, which is the preferred scenario for the project.
On October 10, 2018 , the Company announced that a recently filed Mining Right Application (Press Release September 4, 2018) for the Waterberg Project had been accepted by South Africa’s Department of Mineral Resources. The application is supported by the Company and all of the Waterberg Project partners including Implats, JOGMEC and Mnombo Wethu Consultants (Pty) Ltd. The process of consultation under the Mineral and Petroleum Resources Development Act, 2002 and current Environmental Assessment regulations has commenced.
Results For The Three Months Ended November 30, 2018
During the three months ended November 30, 2018, the Company incurred a net loss of $5.6 million (November 30, 2017 – net loss of $12.4 million). General and administrative expenses during the quarter were $1.3 million (November 30, 2017 - $1.4 million), losses on foreign exchange were $1.2 million (November 30, 2017 – $3.1 million) due to the US Dollar increasing in value relative to the Company’s functional currency of the Canadian Dollar.

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At November 30, 2018, finance income consisting of interest earned and property rental fees in the period amounted to $0.3 million (November 30, 2017 - $0.1 million), while a gain on marketable securities of $0.9 million was recognized in the current quarter (November 30, 2017 - $Nil). Loss per share for the quarter amounted to $0.02 as compared to a loss of $0.08 per share for the three months ended November 30, 2017.
Accounts receivable at November 30, 2018 totalled $0.2 million (November 30, 2017 - $0.9 million) while accounts payable and accrued liabilities amounted to $4.2 million (November 30, 2017 - $7.7 million). Accounts receivable were comprised of mainly of amounts receivable for value added taxes repayable to the Company in South Africa and amounts due from joint venture partners and related parties. Accounts payable at November 30, 2018 related mostly to ongoing work at the Waterberg Project with the decrease as compared to November 30, 2017 being primarily due to settlement of payables related to mine closure costs.
Total expenditures on the Waterberg Project, before partner reimbursements, for the quarter were approximately $3.0 million (November 30, 2017 - $0.4 million). At November 30, 2018, $34.3 million in accumulated net costs had been capitalized to the Waterberg Project. Total expenditures by all parties on the property since inception are approximately $65 million.
For more information on mineral properties, see Note 4 of the Financial Statements.
Outlook
The Company’s key business objective is to advance the Waterberg Project. The Waterberg project is dominated by palladium at a time when palladium supply is estimated to be in deficit. Mines with palladium as their primary economic mineral are rare.
Waterberg JV Co. plans to advance the Waterberg Project to completion of a DFS by approximately May 2019. The DFS is being managed by Platinum Group and a technical committee of Waterberg JV Co. with detailed technical input, at all stages, from all of the Waterberg Project partners.
The ongoing DFS is considering two large scale underground fully mechanized bulk mining and milling options, one at 600,000 tonnes per month and a more modest, but still large, first phase at 250,000 to 350,000 tonnes per month. Waterberg JV Co. has filed a Mining Right Application and community consultation is ongoing in a positive climate of mutual respect. An environmental assessment process is ongoing and many public meetings have already been completed. Significant feedback from the meetings has been considered in the DFS designs. Local training and employment are key components of the DFS to maximize the value of the project for all stakeholders.
In the near term, the Company’s liquidity will be constrained until financing has been obtained to repay and discharge remaining amounts of secured debt and for working capital purposes.
The Company remains focussed on completing the Waterberg DFS. At the same time the Company has started reviewing several new business opportunities focused on platinum group element metals, including extraction opportunities and potential new uses. The Company will continue to work closely with its major shareholders and lenders on the steps ahead.
The Company continues to actively assess corporate and strategic alternatives with advisor BMO Nesbitt Burns Inc.

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Qualified Person
R. Michael Jones, P.Eng., the Company’s President, Chief Executive Officer and a shareholder of the Company, is a non-independent qualified person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects and is responsible for preparing the technical information contained in this news release. He has verified the data by reviewing the detailed information of the geological and engineering staff and independent qualified person reports as well as visiting the Waterberg Project site regularly.
About Platinum Group Metals Ltd.
Platinum Group is focused on, and is the operator of, the Waterberg Project, a bulk mineable underground palladium deposit in northern South Africa. Waterberg was discovered by the Company. Waterberg has potential to be a low cost dominantly palladium mine and Implats, a smelter and refiner of platinum group metals, recently made a strategic investment in the Waterberg Project.
On behalf of the Board of
Platinum Group Metals Ltd.
Frank R. Hallam
CFO, Corporate Secretary and Director
For further information contact:
     R. Michael Jones, President
     or Kris Begic, VP, Corporate Development
     Platinum Group Metals Ltd., Vancouver
     Tel: (604) 899-5450 / Toll Free: (866) 899-5450 
     www.platinumgroupmetals.net
Disclosure
The Toronto Stock Exchange 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 press release contains 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, 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 press release include, without limitation, statements regarding the completion of a DFS by approximately May 2019; Waterberg Project’s potential to be a bulk mineable, low cost, dominantly palladium mine producing platinum and palladium based on a fully mechanized mine plan; the potential for the Company to obtain financing to repay and discharge remaining amounts of secured debt and for working capital purposes; new business opportunities; and corporate and strategic alternatives. Mineral resource and reserve estimates are also forward-looking statements because such estimates involve estimates of mineralization that may be encountered in the future if a production decision is made, as well as estimates of future costs and values. Although the Company believes the forward-looking statements in this press 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 Company’s inability to generate sufficient cash flow or raise sufficient additional capital to make payment on its indebtedness, and to comply with the terms of such indebtedness; additional financing requirements; the Company’s credit facility (the “LMM Facility”) with Liberty Metals & Mining Holdings, LLC (“LMM”) is, and any new indebtedness may be, secured and the Company has pledged its shares of Platinum Group Metals (RSA) Proprietary Limited (“PTM RSA”), and PTM RSA has pledged its shares of Waterberg JV Resources (Pty) Limited (“Waterberg JV Co.”) to Liberty Metals & Mining Holdings, LLC, a subsidiary of LMM, under the LMM Facility, which potentially could result in the loss of the Company’s interest in PTM RSA and the Waterberg Project in the event of a default under the LMM Facility or any new secured indebtedness; the Company’s history of losses and negative cash flow; the Company’s ability to continue as a going concern; 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 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., Mnombo Wethu Consultants (Pty) Ltd. or Maseve; completion of a DFS for the Waterberg Project is subject to economic analysis requirements; 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; the Company may become subject to the U.S. Investment Company Act; 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 or regain compliance with the applicable listing requirements; and other risk factors described in the Company’s most recent Form 20-F annual report, annual information form and other filings with the SEC and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, 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 as a result of new information, future events or results or otherwise.

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Estimates of mineralization and other technical information included herein have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. As a result, the reserves reported by the Company in accordance with NI 43-101 may not qualify as “reserves” under SEC Industry Guide 7. In addition, the terms “mineral resource” and “measured mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and historically have not been permitted to be used in reports and registration statements filed with the SEC pursuant to SEC Industry Guide 7. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. Accordingly, descriptions of the Company’s mineral deposits in this press release may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of SEC Industry Guide 7.