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6-K

Platinum Group Metals Ltd (PLG)

6-K 2021-07-15 For: 2021-05-31
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Added on April 09, 2026

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: **** July 2021 ****

Commission File Number**:** 001-33562 ****

PLATINUM GROUP METALS LTD. ****

Suite 838 – 1100 Melville Street, Vancouver BC, V6E 4A6, 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: July 15, 2021 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 \(FILE NO. 333-231964\) \(THE “REGISTRATION STATEMENT”\), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED, AND EXHIBIT 99.3 IS HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT TO SUCH REGISTRATION STATEMENT.  101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB AND 101.PRE ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRATION STATEMENT. 
Exhibit Description
99.1 Condensed Consolidated Interim Financial Statements for the Period Ended May 31, 2021
99.2 Management’s Discussion and Analysis for the period ended May 31, 2021
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
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Labels Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
Platinum Group Metals Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

Platinum Group Metals Ltd.

Interim Condensed Consolidated Financial Statements

(all amounts in thousands of United States Dollars unless otherwise noted)

For the period ended May 31, 2021

Filed: July 15, 2021

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

**** May 31,2021 August 31, 2020
ASSETS
Current **** ****
Cash $ 8,989 $ 1,308
Amounts receivable 251 218
Prepaid expenses 240 385
Total current assets 9,480 1,911
Performance bonds and other assets 167 108
Mineral Properties and Exploration Assets (Note 3) 44,414 34,939
Property, plant and equipment 436 457
Total assets $ 54,497 $ 37,415
LIABILITIES
Current
Accounts payable and other liabilities $ 1,449 $ 1,412
Loan Payable (Note 5) 1,300 -
Bank advisory fees payable (Note 9) - 2,890
Total current liabilities 2,749 4,302
Loan payable (Note 5) 9,791 19,337
Convertible notes (Note 6) 18,909 17,212
Share based liabilities 1,655 509
Lease liability 167 198
Total liabilities $ 33,271 $ 41,558
SHAREHOLDERS' EQUITY
Share capital (Note 7) $ 888,123 $ 861,890
Contributed surplus 29,663 28,278
Accumulated other comprehensive loss (157,994 ) (164,124 )
Deficit (755,335 ) (746,313 )
Total shareholders' equity (deficit) attributable to shareholders of Platinum Group Metals Ltd. 4,457 (20,269 )
Non-controlling interest 16,769 16,126
Total shareholders' equity (deficit) 21,226 (4,143 )
Total liabilities and shareholders' equity $ 54,497 $ 37,415
Going Concern (Note 1)
Contingencies and Commitments (Note 9)
Approved by the Board of Directors and authorized for issue on July 15, 2021
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/s/ Stuart Harshaw /s/ Diana Walters
Stuart Harshaw, Director Diana Walters, Director
The accompanying notes are an integral part of the consolidated financial statements. 2
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**PLATINUM GROUP METALS LTD.**Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (in thousands of United States Dollars except share and per share data)

**** **** Three months ended Nine months ended
May 31, 2021 May 31, 2020 May 31, 2021 May 31, 2020
Expenses
General and administrative $ 967 $ 803 $ 2,909 $ 2,712
Interest 1,105 1,376 3,629 4,084
Foreign exchange (gain) loss (981 ) 842 (1,654 ) 1,204
Share of joint venture expenditures - Lion Battery (Note 4) - - 343 -
Stock compensation expense (Note 7) 1,167 408 2,774 1,144
**** $ 2,258 $ 3,429 $ 8,001 $ 9,144
Other Income
Loss (Gain) on fair value derivatives & other instruments (Note 7) $ 49 $ (49 ) $ 607 $ (3,112 )
Loss on the partial settlement of the Sprott Facility - - 300 -
Net finance income (25 ) (28 ) (73 ) (134 )
Net Loss for the period $ 2,282 $ 3,352 $ 8,835 $ 5,898
Items that may be subsequently reclassified to net loss:
Currency translation adjustment (2,805 ) 3,140 (6,130 ) 4,034
Comprehensive (income) loss for the period $ (523 ) $ 6,492 $ 2,705 $ 9,932
Net Loss attributable to:
Shareholders of Platinum Group Metals Ltd. $ 2,282 $ 3,352 $ 8,835 $ 5,898
Non-controlling interests - - - -
**** $ 2,282 $ 3,352 $ 8,835 $ 5,898
Comprehensive (income) loss attributable to:
Shareholders of Platinum Group Metals Ltd. $ (523 ) $ 6,492 $ 2,705 $ 9,932
Non-controlling interests - - - -
**** $ (523 ) $ 6,492 $ 2,705 $ 9,932
Basic and diluted loss per common share $ 0.03 $ 0.05 $ 0.12 $ 0.10
Weighted average number of common shares outstanding:
Basic and diluted 74,013,641 62,347,102 71,003,263 60,815,363
The accompanying notes are an integral part of the consolidated financial statements. 3
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**PLATINUM GROUP METALS LTD.**Consolidated Interim Statements of Changes in Equity (in thousands of United States Dollars, except # of Common Shares)

**** <br> <br> **** # of Common<br><br> <br>Shares Share<br><br> <br>Capital Contributed<br><br> <br>Surplus Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income (loss) Deficit Attributable to<br><br> <br>Shareholders<br><br> <br>of the Parent<br><br> <br>Company Non-<br><br> <br>Controlling<br><br> <br>Interest Total
Balance August 31, 2019 58,575,787 $ 855,270 $ 26,777 $ (159,637 ) $ (739,018 ) $ (16,608 ) $ 15,451 $ (1,157 )
Stock based compensation - 1,143 - - 1,143 - 1,143
Shares issued for interest on Convertible Notes 517,468 687 - - - 687 - 687
Share issuance - financing 3,225,807 4,000 - - - 4,000 - 4,000
Share issuance costs - (284 ) - - - (284 ) - (284 )
Warrants exercised 28,040 55 - - - 55 - 55
Contributions of Waterberg JV Co. - - - - (214 ) (214 ) 1,447 1,233
Foreign currency translation adjustment - - - (4,034 ) - (4,034 ) - (4,034 )
Net loss for the period - - - - (5,898 ) (5,898 ) - (5,898 )
Balance May 31, 2020 62,347,102 859,728 27,920 (163,671 ) (745,130 ) (21,153 ) 16,898 (4,255 )
Stock based compensation - 358 - - 358 - 358
Shares issued for interest on Convertible Notes 526,471 687 - - - 687 - 687
Share issuance - financing 1,221,500 1,705 - - - 1,705 - 1,705
Share issuance costs - (230 ) - - - (230 ) - (230 )
Contributions of Waterberg JV Co. - - - - 47 47 (772 ) (725 )
Foreign currency translation adjustment - - - (453 ) - (453 ) - (453 )
Net loss for the period - - - - (1,230 ) (1,230 ) - (1,230 )
Balance August 31, 2020 64,095,073 861,890 28,278 (164,124 ) (746,313 ) (20,269 ) 16,126 (4,143 )
Stock based compensation - - 2,439 - - 2,439 - 2,439
Restricted Share Units redeemed 121,668 189 (281 ) - - (92 ) - (92 )
Share options exercised 793,344 2,155 (773 ) 1,382 1,382
Share issuance - financing 9,339,276 25,325 - - - 25,325 - 25,325
Share issuance costs - (1,436 ) - - - (1,436 ) - (1,436 )
Contributions of Waterberg JV Co. - - - - (187 ) (187 ) 643 456
Foreign currency translation adjustment - - - 6,130 - 6,130 - 6,130
Net loss for the period - - - - (8,835 ) (8,835 ) - (8,835 )
Balance May 31, 2021 74,349,361 $ 888,123 $ 29,663 $ (157,994 ) $ (755,335 ) $ 4,457 $ 16,769 $ 21,226
The accompanying notes are an integral part of the consolidated financial statements. 4
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**PLATINUM GROUP METALS LTD.**Condensed Consolidated Interim Statements of Cash Flows (in thousands of United States Dollars)

For the nine months ended
May 31, 2021 May 31, 2020
OPERATING ACTIVITIES
Loss for the period $ (8,835 ) $ (5,898 )
Add items not affecting cash / adjustments:
Depreciation 98 146
Interest expense 3,629 4,091
Unrealized foreign exchange (loss) (107 ) 419
Loss (Gain) on fair value of derivatives and other instruments 607 (3,112 )
Loss on partial settlement of Sprott Facility 300 -
Stock compensation expense 2,774 1,144
Share of joint venture expenditures 343 -
Directors' fees paid in deferred share units 120 97
Net change in non-cash working capital (Note 10) (2,753 ) (256 )
$ (3,824 ) $ (3,369 )
FINANCING ACTIVITIES
Share issuance - warrant exercise $ - $ 48
Proceeds from issuance of equity 25,325 4,000
Equity issuance costs (1,437 ) (284 )
Cash received from option exercises 1,382 -
Sprott Facility principal repayments (8,670 ) -
Sprott Facility interest paid (1,301 ) (1,680 )
Convertible note interest paid (687 ) -
Lease payments made (78 ) (62 )
Share unit cash settlement (191 ) -
Cash received from Waterberg partners 1,321 945
15,664 2,967
INVESTING ACTIVITIES
Performance bonds $ (36 ) $ (52 )
Investment in Lion (350 ) -
Expenditures incurred on Waterberg Project (2,916 ) (4,492 )
(3,302 ) (4,544 )
Net increase (decrease) in cash 8,538 (4,946 )
Effect of foreign exchange on cash (857 ) 726
Cash, beginning of period 1,308 5,550
Cash end of period $ 8,989 $ 1,330
The accompanying notes are an integral part of the consolidated financial statements. 5
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**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)
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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 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 a development stage 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 consolidate the accounts of the Company and its subsidiaries.  Lion Battery Technologies Inc. ("Lion"), is accounted for using the equity method as the Company jointly controls Lion despite owning the majority of Lion's shares. The Company's subsidiaries, associates and joint ventures as at May 31, 2021 are as follows:

**** **** Place of<br><br> <br>incorporation<br><br> <br>and<br><br> <br>operation Proportion of ownership<br><br> <br>interest and voting power held
Name of subsidiary Principal activity May 31,    2021 August 31, 2020
Platinum Group Metals (RSA) (Pty) Ltd. Development South Africa 100.0% 100.0%
Mnombo Wethu Consultants (Pty) Limited.^(^^1^^)^ Development South Africa 49.9% 49.9%
Waterberg JV Resources (Pty) Ltd.^(^^1^^)^^,^^(^^2^^)^ Development South Africa 37.05% 37.05%
Lion Battery Technologies Inc.^(^^3^^)^ Research Canada 53.70% 55.00%
Notes:<br><br> <br>(1) The Company controls and consolidates Mnombo Wethu Consultants (Pty) Limited ("Mnombo") and Waterberg JV Resources (Pty) Ltd. ("Waterberg JV Co.") for accounting purposes.<br><br> <br>(2) Effective ownership of Waterberg JV Co. is 63.05% when Mnombo's ownership portion is combined with Platinum Group Metals (RSA) (Pty) Ltd. ("PTM RSA") ownership portion.<br><br> <br>(3) Lion is accounted for using the equity method as the Company jointly controls the investee despite owning the majority of the shares.

These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards 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.  During the nine month period ended May 31, 2021, the Company incurred a loss of $8.8 million, used cash of $3.8 million in operating activities and at period end had cash of $8.9 million and was indebted $11.3 million pursuant to the Sprott Facility (as defined below).  The Sprott Facility originally matured on August 14, 2021, however subsequent to period end the Company exercised an option to extend the maturity date for $10.0 million in principal by one year in exchange for a payment in cash of $0.3 million, being three percent of the outstanding principal amount not required to be be repaid on the original maturity date.  The $1.3 million payment on the non-deferred portion is due on the original maturity date of August 14, 2021.  Early repayment before the amended maturity date of August 14, 2022 is permitted.  Additional payments/interest are also due on the Convertible Notes (defined below).  The Company currently has limited financial resources and has no sources of operating income.

In March 2020 the World Health Organization declared the outbreak of COVID-19 Coronavirus a global pandemic.  The pandemic and related negative public health developments have adversely affected workforces, economies and financial markets globally, potentially leading to a period of economic downturn.  It is not possible for the Company to predict the duration or magnitude of the adverse results of the pandemic and its effects on the Company's business or ability to raise funds.

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, the sale of assets and strategic partnerships.  Management believes the Company will be able to secure further funding as required although there can be no assurance that these efforts will be successful.  These factors give rise to 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 accounting principles applicable to a going concern.

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)

These condensed consolidated interim 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 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").

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, 2020.

Presentation Currency

The Company's presentation currency is the United States Dollar ("USD")

Foreign Exchange Rates Used

Rand/USD

Period end rate: R13.7463 (August 31, 2020 R 16.8916)

9-month period average rate: R15.2150 (May 31, 2020 R15.7345)

CAD/USD

Period end rate: C$1.2072 (August 31, 2020 C$1.3042)

9-month period average rate: C$1.2772 (May 31, 2020 C$1.3468)

3. MINERAL PROPERTY and EXPLORATION AND EVALUATION ASSETS

Since mid-2017, the Company's only active mineral property has been the Waterberg Project located on the North Limb of the Bushveld Igneous Complex.  During the quarter ended February 28, 2021 the Waterberg Project was granted its mining right (the “Waterberg Mining Right”) and as a result the Company reclassified the Waterberg Project from being an Exploration and Evaluation Asset to a Development Asset.

Total capitalized costs for the Waterberg Project are as follows:

Balance, August 31, 2019 $ 36,792
Additions 2,988
Recoveries from 100% Implats funded implementation budget (1,285 )
Foreign exchange movement (3,556 )
Balance, August 31, 2020 $ 34,939
Additions 1,950
Recoveries from 100% Implats funded implementation budget (242 )
Foreign exchange movement 7,767
Balance May 31, 2021 $ 44,414

Prior to reclassification, the Company performed an impairment test whereby the recoverable amount of Waterberg was compared to the carrying value of the asset and determined that no impairment charge was required.

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)

Key assumptions used to assess impairment included the use of spot and 3 year average palladium, platinum and gold prices as well as an 8% discount rate.

Waterberg Project

At May 31, 2021, the Waterberg Project consisted of granted prospecting rights, applied for prospecting rights and the Waterberg Mining Right with a combined active project area of 79,188 hectares, located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane.  Of the total project area, 20,532 hectares are covered by the Waterberg Mining Right.  A further 58,655 hectares are covered by active prospecting rights.  Waterberg JV Co. is currently in process of applying for closure on one inactive prospecting right located north of the known mineralized area, measuring 20,242 hectares.  On March 5, 2021 and subsequently the Company was advised that several notices of appeal to the decision of the South African Department of Mineral Resources and Energy (“DMR”) granting the Waterberg Mining Right have been filed by groups of appellants from local communities.  The Company is opposing these appeals.  The Waterberg Mining Right currently remains active, was notarially executed by the DMR on April 13, 2021 and has been filed for title registration.

The Waterberg Project comprises the former Waterberg joint venture property and the Waterberg extension property.  On August 21, 2017, PTM RSA completed the cession of legal title for all Waterberg Project prospecting rights into Waterberg JV Co. after earlier receiving Section 11 approval of the 2^nd^ Amendment (defined below).  On September 21, 2017, Waterberg JV Co. also 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., the Japan Oil, Gas and Metals National Corporation ("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 (the “Implats Transaction”), originally announced on October 16, 2017, whereby Impala Platinum Holdings Ltd. (“Implats”) purchased an aggregate 15.0% equity interest in Waterberg JV Co 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.  Implats also acquired an option to increase its holdings in Waterberg JV Co. to 50.01% (the “Purchase and Development Option”) in exchange for certain payments and project funding, and 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 (“Offtake ROFR”) if Waterberg JV Co. proposes to enter into an offtake agreement with a third party.  JOGMEC or its nominee retain a right to direct the marketing of Waterberg concentrate and to receive, at market prices, platinum, palladium, rhodium, gold, ruthenium, iridium, copper and nickel in refined mineral products at the volumes produced from the Waterberg Project.

On June 15, 2020, Implats delivered a formal notice of their election not to exercise their Purchase and Development Option due to increased economic uncertainty and reduced risk appetite in the short, medium and long-term as a result of the COVID-19 pandemic.  Implats currently retains a 15.0% participating Waterberg Project interest and their Offtake ROFR.  The Company retains a controlling 50.02% direct and indirect interest in the Waterberg Project.

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)

Acquisition and Development of the Waterberg Project

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 former 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 a cash payment of 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, and Mnombo's share of expenditures post DFS, are still owed to the Company ($6.3 million at May 31, 2021).  The portion of Mnombo not owned by the Company is accounted for as a non-controlling interest, calculated at $7.2 million at May 31, 2021 ($7.1 million - August 31, 2020).

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 were combined and contributed into the newly created operating company Waterberg JV Co.  On August 3, 2017, the Company received Section 11 transfer approval from the DMR and title to all the Waterberg prospecting rights were ceded into Waterberg JV Co. on September 21, 2017.

Under the 2^nd^ Amendment, JOGMEC committed to fund $20 million in expenditures over a three-year period ending March 31, 2018.  This requirement was completed by $8 million in funding from JOGMEC to March 31, 2016, followed by two $6 million tranches funded by JOGMEC in each of the following two 12-month periods ending March 31, 2018.

To May 31, 2021, an aggregate total of $78.1 million has been funded by all parties on exploration and engineering on the Waterberg Project.  Up until the Waterberg property was transferred to Waterberg JV Company, all costs incurred by other parties were treated as cost recoveries by the Company.

4. LION BATTERY TECHNOLOGIES INC.

Lion Battery Technologies Inc. ("Lion") was incorporated on June 17, 2019 with the objective to research new lithium battery technology utilizing platinum and palladium.  The Company received 400,000 common shares of Lion, valued at a price of $0.01 per share, as the original founder of Lion. On July 12, 2019, the Company and Anglo American Platinum Limited ("Amplats") entered into investment, shareholder and research agreements to facilitate Lion's objectives.  The Company and Amplats agreed to equally invest up to an aggregate of $4.0 million into Lion, of which approximately $1.0 million would be intended for the commercialization of the technology developed as well as general and administrative expenses, subject to certain conditions.  The agreed funding into Lion by the Company and Amplats is to be in exchange for preferred shares of Lion at a price of $0.50 per share over an approximate three to four-year period.

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)

On July 12, 2019, the Company and Amplats each invested $550 as a first tranche of funding into Lion in exchange for 1,100,000 Lion preferred shares each at a price of $0.50 per share.  In June 2020, the Company and Amplats each invested $350 as a second tranche of funding in exchange for 700,000 preferred shares each at a price of $0.50 per share.  In February 2021, the Company and Amplats each invested $350 as a third tranche of funding in exchange for 700,000 preferred shares each at a price of $0.50 per share.  At May 31, 2021, the Company owned approximately a 54% interest in Lion.

On July 12, 2019, Lion entered into a Sponsored Research Agreement ("SRA") with Florida International University ("FIU") to fund a $3.0 million research program over approximately three years.  The first tranche to FIU under the SRA, totaling $1.0 million plus a one-time fee of $50, was funded by Lion in mid July 2019.  Research work commenced at FIU during September 2019.  During calendar 2020 FIU completed the first research milestone  pursuant to the SRA, which triggered a second tranche of funding to FIU in the amount of $667.  Based on research advancement a third tranche in the amount of $667 was paid by Lion to FIU in February 2021.  Lion has provided aggregate research funding in the amount of $2.38 million to FIU as of May 31, 2021.

On August 4, 2020, the U.S. Patent and Trademark Office issued Patent No. 10,734,636 B2 entitled "Battery Cathodes for Improved Stability" to FIU. The patent includes the use of platinum group metals and carbon nanotubes and other innovations in a lithium battery.  A second patent related to this was issued in December, 2020 and a third was issued in June, 2021.  Further patents are currently applied for.  Under the SRA, Lion has exclusive rights to all intellectual property being developed by FIU including patents granted.  Lion is also reviewing several additional and complementary opportunities focused on developing next-generation battery technology using platinum and palladium.

The Company accounts for Lion using equity accounting as Lion is jointly controlled with Amplats.  Lion pays a fee of $3 per month to the Company for general and administrative services.

5. SPROTT LOAN

On August 15, 2019, the Company announced it had entered into a senior secured credit facility with Sprott Private Resource Lending II (Collector), LP (“Sprott”) and other lenders party thereto (the “Sprott Lenders”) pursuant to which the Sprott Lenders advanced the Company $20.0 million in principal (the “Sprott Facility”).  The loan was immediately drawn and was originally scheduled to mature on August 14, 2021.  Principal amounts of the Sprott Facility outstanding are charged interest at a rate of 11% per annum, compounded monthly.  Subsequent to period end the Company elected to exercise an option to extend the maturity date of $10.0 million in principal by one year in exchange for a payment in cash of $300 being equal to three percent of the outstanding principal amount not being repaid on the original maturity date.  A further payment of $1.3 million is due to be paid to Sprott by August 14, 2021 and is classified as a current liability, with the Company continuing to have the option to repay further amounts at its discretion.  During the nine-month period the Company made principal repayments of $8.7 million to Sprott, reducing the principal balance due at May 31, 2021 to $11.3 million.    Scheduled interest payments are made monthly with interest of $1,282 having been paid to Sprott during the nine-month period ended May 31, 2021 (May 31, 2020 - $1,674).

The Company is required to maintain certain minimum working capital and cash balances under the Sprott Facility and is in compliance with these covenants at period end.  As the Company held a right at May 31, 2021 to defer maturity of the entire balance for one year, the balance due is classified as long term for financial reporting purposes.

All fees directly attributable to the Sprott Facility are recorded against the loan balance and amortized using the effective interest method over the life of the loan.  In connection with the original principal advance the Company issued Sprott 800,000 common shares worth $1,000.  Effective interest of $1,454 was recognized during the nine month period ended May 31, 2021 (May 31, 2020 - $2,096).

6. CONVERTIBLE NOTES

On June 30, 2017, the Company closed a private placement of $20 million aggregate principal amount of convertible senior subordinated notes due in 2022, of which $19.99 million remained outstanding at May 31, 2021 (the "Convertible Notes").  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 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.

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)

Upon maturity the Convertible Notes are to be settled by the Company in cash.  The Convertible Notes are convertible at any time prior to maturity at the option of the holder, and conversion may be settled, at the Company's election, in cash, common shares, or a combination of cash and common shares.  The conversion rate of the Convertible Notes is 100.1111 common shares per $1.0 thousand principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $9.989 per common share, representing a conversion premium of approximately 15% above the NYSE American closing sale price for the Company's common shares 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 million (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 million and transaction costs relating to the Convertible Notes of $1.049 million resulting in an opening balance of $13.570 million.  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 244,063 common shares in settlement of $0.691 million of bi-annual interest payable on the outstanding Convertible Notes.

On July 3, 2018, the Company issued 757,924 common shares in settlement of $0.724 million of bi-annual interest payable on the outstanding Convertible Notes.

On January 2, 2019, the Company issued 545,721 common shares in settlement of $0.687 million of bi-annual interest payable on the outstanding Convertible Notes.

On July 1, 2019, the Company paid $0.687 million in cash for bi-annual interest payable on the outstanding Convertible Notes.

On January 2, 2020, the Company issued 517,468 common shares in settlement of $0.687 million of bi-annual interest payable on the outstanding Convertible Notes.

On July 2, 2020, the Company issued 526,471 common shares in settlement of $0.687 million of bi-annual interest payable on the outstanding Convertible Notes.

On January 2, 2021, the Company paid $0.687 million in cash for bi-annual interest payable on the outstanding Convertible Notes.

On July 2, 2021, the Company paid $0.687 million in cash for bi-annual interest payable on the outstanding Convertible Notes.

Due to a limitation on conversion contained in the indenture governing the Convertible Notes, dated June 30, 2017 between the Company and The Bank of New York Mellon, no more than 2,954,278 common shares, being 19.9% of the number of common shares outstanding on June 30, 2017, may be issued in settlement of interest payments or conversions related to the Convertible Notes.  Currently, a total of 361,312 common shares remain available for settlement of future interest payments or conversions.

The components of the Convertible Notes are as follows:

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)
Convertible Note balance August 31, 2019 $ 16,075
--- --- --- ---
Interest payments (1,374 )
Accretion and interest incurred during the year 2,668
Gain on embedded derivatives during the year ended August 31, 2020 (157 )
Convertible Note balance August 31, 2020 $ 17,212
Interest payment (687 )
Accretion and interest incurred during the period 2,195
Loss on embedded derivatives during the period ended May 31, 2021 189
Convertible Note balance May 31, 2021 $ 18,909

Embedded Derivatives

The Convertible Note Derivatives were valued upon initial recognition at a fair value of $5.381 million using partial differential equation methods and are 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 $229 at May 31, 2021 and $40 at August 31, 2020 resulting in a loss of $189 for the period.

7. SHARE CAPITAL

(a) Authorized

Unlimited common shares without par value.

(b) Issued and outstanding

At May 31, 2021, the Company had 74,349,361 common shares outstanding.

Fiscal 2021

On February 5, 2021, the Company entered into a second at-the-market offering (the "2021 ATM").  At May 31, 2021 the Company had sold an aggregate of 1,631,224 shares pursuant to the 2021 ATM at an average price of $5.10 per share for gross proceeds of $8,327.  Total fees and expenses of $844 have been incurred as of May 31, 2021 in relation to the 2021 ATM, including brokerage fees of $208. Subsequent to the end of the period, to July 14, 2021 the Company sold a further 113,315 shares pursuant to the 2021 ATM at an average price of US$3.84 for gross proceeds before fees and expenses of $435.

On December 8, 2020, the Company closed a non-brokered private placement with Deepkloof Limited ("Deepkloof"), a subsidiary of existing major shareholder Hosken Consolidated Investments Limited ("HCI") for 1,121,076 common shares at a price of $2.23 each for gross proceeds of $2,500 maintaining, HCI's ownership in the Company at approximately 31% at that time.

On November 30, 2020, the Company finished the sale of common shares pursuant to an at-the-market offering (the "2020 ATM").  Final sales were settled, and the 2020 ATM completed, on December 2, 2020.  An aggregate of 5,440,186 common shares were sold at an average price of $2.21 per share for gross proceeds of $12.0 million.  Total fees and expenses of $592 were incurred, including brokerage fees of $300.

On October 15, 2020, the Company closed a non-brokered private placement for 1,146,790 common shares at a price of $2.18 per share for gross proceeds of $2.5 million.  All shares were subscribed for by Deepkloof, maintaining HCI's ownership in the Company at approximately 31% at that time.

Fiscal 2020

On July 2, 2020, the Company issued 526,471 common shares in settlement of $687 of bi-annual interest payable on $19.99 million of outstanding Convertible Notes.

On June 17, 2020, the Company closed a non-brokered private placement for 1,221,500 common shares at a price of $1.40 each for gross proceeds of $1.7 million, of which 500,000 common shares were subscribed for by HCI, bringing HCI's ownership in the Company to approximately 32%.  A 6% finders fee in the amount of $38 was paid on a portion of this private placement.

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)

On January 2, 2020, the Company issued 517,468 shares in settlement of $0.687 million of bi-annual interest payable on $19.99 million outstanding on the Convertible Notes.

On December 19, 2019, the Company closed a non-brokered private placement for 3,225,807 common shares at a price of $1.24 each for gross proceeds of $4.0 million, of which 1,612,931 common shares were subscribed for by Deepkloof on behalf of HCI.  A 6% finders fee in the amount of $54 was paid on a portion of this private placement.

Prior to their expiry on November 15, 2019, the Company issued 28,040 shares upon the exercise of 28,040 warrants.

(c) Incentive stock options

The Company has entered into Incentive Stock Option Agreements under the terms of its share compensation plan with directors, officers, consultants and employees. Under the terms of the stock option 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.  Stock options of the Company are subject to vesting provisions.  All exercise prices are denominated in Canadian Dollars.

The following tables summarize the Company's outstanding stock options:

Number of Share Options Average Exercise Price in CAD
Options outstanding at August 31, 2019 1,554,000 $  2.61
Granted 1,628,500 $  1.81
Options outstanding at August 31, 2020 3,182,500 $  2.20
Granted 1,497,500 $  6.58
Cancelled (113,336) $  2.28
Exercised (793,344) $  2.19
Options outstanding at May 31, 2021 3,773,320 $  3.94
Number Outstanding at May 31, 2021 Number Exercisable at May 31, 2021 Exercise Price in CAD Average Remaining Contractual Life (Years)
--- --- --- ---
1,497,500 - $   6.58 4.55
1,110,301 140,968 $   2.61 2.86
1,165,519 126,519 $   1.81 3.51
3,773,320 267,487 3.73

During the period ended May 31, 2021, the Company granted 1,497,500 stock options.  The stock options granted during the period vest in three tranches on the first, second and third anniversary of their grant.

During the year ended August 31, 2020, the Company granted 1,628,500 stock options.  The stock options granted during the year vest in three tranches on the first, second and third anniversary of their grant.

During the nine month period ended May 31, 2021, the Company recorded $1,953 of stock compensation expense (May 31, 2020 - $878), of which $1,793 was expensed (May 31, 2020 - $781) and $33 was capitalized to mineral properties (May 31, 2020 - $97).

(d) Deferred Share Units

The Company has established a deferred share unit ("DSU") plan for non-executive directors.  Each DSU has the same value as one of the Company's common shares.  DSU's must be retained until each non-executive director leaves the board of directors, after which time the DSU's are to be paid.  During the period ended May 31, 2021, a total of 23,166 DSU's were redeemed by a former director at a price of $3.23 per DSU, calculated using the 5-day volume weighted average trading price immediately prior to the payout.

**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)

The DSU liability recognized at May 31, 2021 was $1,655.  During the period ended May 31, 2021 an expense of $657 was recorded in relation to outstanding DSU's (May 31, 2020 - $323), with $546 recorded as share-based compensation (May 31, 2020 - $137) and $111 recorded as director fees (May 31, 2020 - $186).  During the period ended May 31, 2021 fully vested DSU's were revalued and an additional $421 of expense was recorded to reflect the increased value of the fully vested DSU's due to the Company's share price appreciation.  At May 31, 2021, a total of 493,600 DSU's were issued and outstanding, of which 294,641 DSU's had vested.

(e) Restricted Share Units

The Company has established a restricted share unit ("RSU") plan for officers and certain employees of the Company.  Each RSU represents the right to receive one Company common share following the attainment of vesting criteria determined at the time of the award.  RSU's vest over a three-year period.

The recognised RSU liability at May 31, 2021 was $658.  During the nine-month period ended May 31, 2021, a stock compensation expense of $487 was recorded (May 31, 2020 - $266) of which $435 expensed (May 31, 2020 - $226) and $52 was capitalized (May 31, 2020 - $40).  During the period, 155,977 RSU's were settled and 24,188 were cancelled.  At May 31, 2021, 514,992 RSU's were issued and outstanding, with 68,565 of these being vested.

8. RELATED PARTY TRANSACTIONS

All amounts receivable and amounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment.  Transactions with related parties are in the normal course of business and are recorded at consideration established and agreed to by the parties.  Transactions with related parties are as follows:

(a) During the period ended May 31, 2021, $745 (May 31, 2020 - $353) was paid or accrued to independent directors for directors' fees and services.

(b) During the period ended February 28, 2021, the Company paid or accrued payments of $42 (May 31, 2020 - $40) from West Vault Mining Inc., a company with two directors in common, for accounting and administrative services.

(c) In May 2018, Deepkloof made a strategic investment in the Company by way of participation in a public offering and a private placement.  Through the terms of the May 2018 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.  HCI has exercised its right to nominate one person to the board of directors.  A summary of HCI's share acquisitions form the Company follows:

Common Shares Acquired from the Company by HCI
Date Placee Shares Price USD Acquisition Method
May 2018 Deepkloof 2,490,900 $1.50 Prospectus Offering
May 2018 Deepkloof 1,509,099 $1.50 Private Placement
February 2019 Deepkloof 2,141,942 $1.33 Private Placement
April 2019 Deepkloof 177,000 $1.70 Exercise of Warrants
June 2019 Deepkloof 80,000 $1.70 Exercise of Warrants
June 2019 Deepkloof 1,111,111 $1.17 Private Placement
August 2019 Deepkloof 6,940,000 $1.32 Private Placement
August 2019 Deepkloof 2,856,000 $1.25 Prospectus Offering
December 2019 Deepkloof 1,612,931 $1.24 Private Placement
June 2020 Deepkloof 500,000 $1.40 Private Placement
October 2020 Deepkloof 1,146,790 $2.18 Private Placement
December 2020 Deepkloof 1,121,076 $2.23 Private Placement
**** **** 21,686,849 **** ****
**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)
---

During 2018 and 2019, HCI also acquired 663,005 shares of the Company in the public market.  During the period HCI reported the sale of 1,052,328 common shares of the Company.  At May 31, 2021, HCI’s ownership of the Company was reported at 21,297,526 common shares, representing a 28.65% interest in the Company.

9. CONTINGENCIES AND COMMITMENTS

The Company's remaining minimum payments under its office and equipment lease agreements in Canada and South Africa total approximately $298 to March 2022.

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 $                     126 $                172 $                  - $              - $            298
Environmental Bonds 44 87 87 - 218
Convertible Notes (Note 6)^(^^1^^)^ 1,374 20,677 - - 22,051
Sprott Facility (Note 5)^(^^1^^)^^,^^(^^2^^)^ 2,564 10,310 - - 12,874
Totals $               4,108 $          31,246 $                87 $              - $      35,441

Notes:

^(^^1^^)^ Includes unamortized deferred finance fees.

^(^^2^^)^The Company has deferred payment of $10 million for one year

Africa Wide Legal Action

In April 2018, the Company completed a transaction whereby Maseve Investments 11 (Pty) Ltd. ("Maseve") was acquired (the "Maseve Sale Transaction") by Royal Bafokeng Platinum Ltd. ("RBPlats").  Maseve owned and operated the Maseve Mine.  In September 2018 the Company reported receipt of a summons issued by Africa Wide Mineral Prospecting and Exploration Proprietary Limited ("Africa Wide") whereby Africa Wide instituted legal proceedings in South Africa against PTM RSA, RBPlats and Maseve in relation to the Maseve Sale Transaction. Africa Wide held 17.1% of the shares in Maseve prior to completion of the Maseve Sale Transaction.  Africa Wide is seeking, at this late date, to set aside the closed 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 is factually and legally defective.  Various statements and documents are expected to be filed during calendar 2021 and a provisional trial date has been allocated for the period October 4 to October 12, 2021.

Bank Advisory Fees Payable

Certain deferred bank advisory fees related to the Maseve Sale Transaction and the Implats Transaction became payable as soon as practicable after the Company repaid a $40 million secured loan facility due to Liberty Metals & Mining Holdings, LLC, which was repaid on August 21, 2019.  During the period, the Company paid the deferred bank advisory fees in full.

10. SUPPLEMENTARY CASH FLOW INFORMATION

Net change in non-cash working capital:

Period ended May 31, 2021 May 31,2020
Amounts receivable, prepaid expenses and other assets $ 188 $ 617
Payment of bank advisory fees^1^ (2,890 ) -
Accounts payable and other liabilities (51 ) (873 )
$ (2,753 ) $ (256 )
^1^These amounts were disclosed as a financing cash flow in the period ended November 30, 2020 and have been reclassified to be included within operating activities in the current period.
**PLATINUM GROUP METALS LTD.**Notes to the Condensed Consolidated Interim Financial Statements<br>(in thousands of United States Dollars unless otherwise specified except share and per share data)
---

11. SEGMENTED REPORTING

Segmented information is provided on the basis of geographical segments as the Company manages its business through two 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 May 31, 2021 Assets Liabilities
Canada $ 9,823 $ 32,168
South Africa 44,674 1,103
**** $ 54,497 $ 33,271
At August 31, 2020 Assets Liabilities
--- --- --- --- ---
Canada $ 2,101 $ 40,922
South Africa 35,314 636
**** $ 37,415 $ 41,558
Comprehensive Loss (Income) <br>for the period ended May 31,        2021 May 31,        2020
--- --- --- --- --- ---
Canada $ 10,530 $ 9,253
South Africa (7,825 ) 679
**** $ 2,705 $ 9,932
Platinum Group Metals Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

Platinum Group Metals Ltd.

(A Development Stage Company)

Supplementary Information and Management's Discussion and Analysis

For the period ended May 31, 2021

This Management's Discussion and Analysis is prepared as of July 15, 2021

A copy of this report will be provided to any shareholder who requests it.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

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 July 15, 2021 and focuses on the Company's financial condition cash flows and results of operations as at and for the nine month period ended May 31, 2021. This MD&A should be read in conjunction with the Company's condensed consolidated interim financial statements for the period ended May 31, 2021, together with the notes thereto (the "Financial Statements").

The Company prepares its condensed consolidated interim financial statements in accordance with 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").  All dollar figures included therein and in the following MD&A are quoted in United States Dollars 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;

• the completion of appropriate contractual smelting and/or refining arrangements with Implats (defined below) or another third-party smelter/refiner;

• the projections set forth or incorporated into, or derived from, the DFS Technical Report (as defined below), including, without limitation, estimates of mineral resources and mineral reserves, and projections relating to future prices of metals, commodities and supplies, currency rates, capital and operating expenses, production rate, grade, recovery and return, and other technical, operational and financial forecasts;

• the approval of a water use licence for, and other developments related to, a deposit area discovered by the Company on the Waterberg property (the "Waterberg Project") located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane;

• the Company's expectations with respect to the outcome of appeals filed against the regulator's decision to grant the mining right for the Waterberg Project;

• the development of performance indicators to measure and monitor key environmental, social sustainability and governance activities at the Waterberg Project:

• the impacts of COVID-19 on our operations

• the adequacy of capital, financing needs and the availability of and potential for obtaining further capital;

• revenue, cash flow and cost estimates and assumptions;

• future events or future performance;

• development of next generation battery technology by the Company's new battery technology joint venture (described below);

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

• 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;

• the identification of several large-scale water basins that could provide mine process and potable water for the Waterberg Project and local communities;

• the Company's expectations with respect to the outcomes of litigation;

• mineral reserve and mineral resource estimates; and

• potential changes in the ownership structures of the Company's projects.

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 inability of the Company to generate sufficient additional cash flow or raise sufficient additional capital to make payment on its indebtedness under the Sprott Facility (defined below) and the Notes (defined below), and to comply with the terms of such indebtedness, and the restrictions imposed by such indebtedness;

• the Company's additional financing requirements;

• the Company's $20.0 million initial principal secured credit facility, as amended, (the "Sprott Facility") (which has an outstanding principal balance of $11.3 million as of the date of this MD&A) with Sprott Private Resource Lending II (Collector), LP  ("Sprott") and the other lenders party thereto (the "Sprott Lenders") 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.") and Mnombo Wethu Consultants (Pty) Ltd., a South African Broad-Based Black Economic Empowerment company ("Mnombo") to the Sprott Lenders under the Sprott 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 Sprott Facility or any new secured indebtedness;

• the Company's history of losses and expectation that the Company will continue to incur losses;

• 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;

• the Company's ability to bring properties into a state of commercial production;

• the potential impact of COVID-19 on the Company;

• 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 possibility that the Company may become subject to the United States Investment Company Act of 1940, as amended;

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

• Impala Platinum Holdings Ltd. ("Implats") or another third party may not enter into appropriate contractual smelting and/or refining arrangements with Waterberg JV Co.;

• the ability of the Company to acquire the necessary surface access rights;

• 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;

• 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 register the executed mining right for the Waterberg Project, for which it has received governmental approval, subject to appeals by several members of local groups of persons;

• the Company's ability to retain its key management employees;

• the Company's ability to procure the services of 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;

• "non-accelerated filer" status and the reduced disclosure requirements may make securities less attractive to investors;

• litigation or other legal or administrative proceedings brought against the Company, including the current litigation brought by Africa Wide Mineral Prospecting and Exploration (Pty) Limited ("Africa Wide"), the former 17.1% shareholder of Maseve Investments 11 Proprietary Limited ("Maseve");

• actual or alleged breaches of governance processes or instances of fraud, bribery or corruption;

• exploration, development and mining risks and the inherently dangerous nature of the mining industry, 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 and construct infrastructure for its mineral properties;

• environmental regulations and the ability to obtain and maintain necessary permits, including environmental authorizations, land use zoning 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 2002 (the "MPRDA");

• 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;

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

• 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 the common shares;

• the risk that the 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 any outstanding stock options, warrants or the Notes, as applicable;

• global financial conditions; and

• other risks disclosed under the heading "Risk Factors" in this MD&A and in our 2020 20-F (defined below).

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.

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

The MPRDA, the Mining Charter 2018 and related regulations in South Africa require that Waterberg JV Co.'s Black Economic Empowerment ("BEE") shareholders own a 26% equity interest in Waterberg JV Co. to qualify for the grant of a mining right.  Within 5 years of the effective date of the mining right, this BEE shareholding must be increased to 30%. The South African Department of Mineral Resources and Energy ("DMRE") had obtained an exemption from applying the Generic BEE Codes under the BEE Act until October 31, 2016 and had applied for a further extension until December 31, 2016. While this exemption was extended to December 31, 2016, no further exemption was obtained thereafter, and, as a matter of law, the Generic BEE Codes now apply to the issuance and maintenance of licenses and other authorizations. As a matter of practice, the DMRE has continued to apply the provisions of Mining Charter 2018 rather than the Generic BEE Codes.

For a comprehensive discussion of Mining Charter 2018, please refer to the section entitled "Risk Factors" in the Company's annual report on Form 20-F for the year ended August 31, 2020 (the "2020 20-F"), which was also filed as the Company's Annual Information Form ("AIF") for the year ended August 31, 2020, as well as in the documents incorporated by reference therein.  The 2020 20-F may be found on EDGAR at www.sec.gov and the AIF may be found on SEDAR at www.sedar.com.

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, palladium, rhodium and gold (collectively referred to as "4E", or "PGEs") 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 RESERVE AND 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 ("Guide 7") of the U.S. Securities and Exchange Commission (the "SEC"). Under 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 Guide 7 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 Guide 7 and have not historically been permitted to be used in reports and registration statements filed with the SEC subject to 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. 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, Guide 7 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 Guide 7.  The Company has not disclosed or determined any mineral reserves under the current SEC Industry Guide 7 standards in respect of any of its properties.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

On October 31, 2018, the SEC adopted a final rule ("New Final Rule") that will replace Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards, including NI 43-101.  The Company is not currently required to, nor does it, comply with the New Final Rule.

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 main business is currently focused on the development and engineering of the Waterberg Project, which was discovered in 2011 as the result of a regional exploration initiative by the Company targeting a previously unknown extension to the Northern Limb of the Bushveld Complex in South Africa.  The project area is now 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 strategic transaction to sell to Implats 15% of the Waterberg Project for $30 million (the "Implats Transaction").  The Company sold Implats an 8.6% interest for $17.2 million and JOGMEC sold a 6.4% interest for $12.8 million.  Implats also acquired an option (the "Purchase and Development Option") within 90 days of the completion and approval of a definitive feasibility study by Waterberg JV Co. to increase its stake to 50.01% through additional share purchases from JOGMEC for $34.8 million and earn-in arrangements for $130 million to fund development work on the Waterberg Project, as well as a right of first refusal to smelt and refine Waterberg concentrate (the "Offtake ROFR").  JOGMEC, or their nominee, retained a right to receive platinum, palladium, rhodium, gold, ruthenium, iridium, copper and nickel refined mineral products at the volumes produced from the Waterberg Project as well as a right to purchase or direct the sale of all or part of the project concentrate.  See further details below.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

On September 24, 2019, the Company published the results of the Definitive Feasibility Study for the Waterberg Project (the "Waterberg DFS") and it was approved by all Waterberg JV Co. shareholders on December 5, 2019.  On October 7, 2019 the Waterberg DFS technical report entitled "Independent Technical Report, Waterberg Project Definitive Feasibility Study and Mineral Resource Update, Bushveld Complex, South Africa" (the "DFS Technical Report") was filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.  The DFS Technical Report is dated October 4, 2019 and was prepared by Michael Murphy, P. Eng. of Stantec Consulting Ltd., Charles J Muller, B. Sc. (Hons) Geology, Pri. Sci. Nat. of CJM Consulting (Pty) Ltd., and Gordon I Cunningham, B. Eng. (Chemical), Pr. Eng., FSAIMM of Turnberry Projects (Pty) Ltd.  DRA Projects SA (Pty) Ltd., an experienced South African engineering and EPCM firm, provided the plant design and compiled the capital cost estimates for the project qualified persons.  The DFS Technical Report also supports the disclosure of an updated independent mineral resource estimate effective September 4, 2019.

In exchange for a deadline extension to the Purchase and Development Option effective in early 2020, Implats agreed to fund 100% of an optimization budget and work program (the "2020 Work Program") beginning February 1, 2020.  The 2020 Work Program, as approved by Waterberg JV Co., was aimed at increasing confidence in specific areas of the Waterberg DFS while awaiting the expected grant of a mining right and Environmental Authorization ("EA").  Except for budgeted geotechnical drilling, which could not be carried out before the grant of a mining right, the 2020 Work Program was completed at a cost of approximately $1.46 million on September 15, 2020.

On June 15, 2020, Implats delivered a formal notice that they did not intend to exercise their Purchase and Development Option to acquire and earn into a 50.01% interest in the Waterberg Project.  Implats reported that notwithstanding the positive progress achieved to date, and the strategic alignment between the Waterberg Project and Implats stated portfolio objectives, the unprecedented events brought about by the COVID-19 pandemic necessitated Implats management and Board to re-evaluate the impact of the increased economic uncertainty on Implats' strategy and risk appetite in the short, medium and long term.  Implats reiterated their support of both the Waterberg Project and the joint venture partners and plans to remain an active participant, including funding of their share of costs, subject to future considerations.

Implats retains a 15.0% participating project interest, and under their Offtake ROFR, retain a right to match offtake terms from bona fide third parties that Waterberg JV Co. is prepared to accept.  The Company and Waterberg JV Co. have begun a process to assess commercial alternatives for mine development financing and concentrate offtake.  Several parties are currently in discussions with the Company.  Concentrate offtake discussions with Implats also continue, outside of the strictures of the Waterberg JV Co shareholders' agreement.

The Company retains a controlling 50.02% direct and indirect interest in the Waterberg Project and remains the Manager of the Waterberg Project, as directed by the technical committee of Waterberg JV Co.

LION BATTERY TECHNOLOGIES INC.

On July 12, 2019, the Company, together with an affiliate of Anglo American Platinum Limited ("Amplats"), launched a new venture through a jointly owned company, Lion Battery Technologies Inc. ("Lion"), to accelerate the development of next generation battery technology using platinum and palladium.  The Company received 400,000 common shares of Lion, valued at a price of $0.01 per share, as the original founder of Lion.  Both the Company and Amplats are to equally invest up to an aggregate of $4.0 million into Lion, of which approximately $1.0 million would be for general and administrative expenses and the commercialization of the technology developed, subject to certain conditions.  All funding into Lion by the Company or Amplats is to be in exchange for preferred shares of Lion at a price of $0.50 per share over an approximate three to four year period.

On July 12, 2019, the Company and Amplats each invested $550,000 as a first tranche of funding into Lion in exchange for 1,100,000 Lion preferred shares each.  In June 2020, the Company and Amplats each invested $350,000 as a second tranche of funding in exchange for 700,000 Lion preferred shares each.  In January 2021, Amplats and the Company each invested $350,000 as a third tranche of funding in exchange for 700,000 Lion preferred shares each.  At May 31, 2021 the Company owned a 53.70% interest in Lion.  The Company and Amplats are considering additional funding to Lion in order to accelerate research and development efforts.  If the Company should fail to contribute its share of a required subscription to Lion, it would be in breach of its agreement with Lion and its interest in Lion may be subject to dilution.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

On July 12, 2019, Lion entered into an agreement (the "Sponsored Research Agreement") with Florida International University ("FIU") to fund a $3.0 million research program over approximately a three-year period utilizing platinum and palladium to unlock the potential of Lithium Air and Lithium Sulphur battery chemistries to increase their discharge capacities and cyclability.  Under the Sponsored Research Agreement, Lion will have exclusive rights to all intellectual property developed and will lead all commercialization efforts.  The first tranche of funding by Lion to FIU, totaling $1.0 million plus a one-time fee of $50,000, was paid by Lion in mid July 2019, with a second tranche of $666,667 funded in June 2020.  A third tranche of funding by Lion to FIU of $666,667 was completed in February 2021.  Lion has provided aggregate research funding in the amount of $2.38 million to FIU as of May 31, 2021.

On August 4, 2020, the U.S. Patent and Trademark Office issued Patent No. 10,734,636 B2 entitled "Battery Cathodes for Improved Stability" to FIU. The patent includes the use of platinum group metals and carbon nanotubes and other innovations in a lithium battery.  A second patent related to this work was issued in December 2020 and a third was issued on June 15, 2021.  Further patents are currently applied for.  Under the Sponsored Research Agreement, Lion has exclusive rights to all intellectual property being developed by FIU including patents granted.  Lion is also reviewing several additional and complementary opportunities focused on developing next-generation battery technology using platinum and palladium.

PERSONNEL

The Company's current complement of officers, staff and consultants in Canada consists of 6 individuals.  The Company's complement of managers, staff, technical personnel, consultants, security and casual workers in South Africa currently consists of 7 individuals.  The Waterberg Project is currently operated by the Company utilizing its staff, consultants and personnel.  Contract drilling, geotechnical, engineering and support services are utilized as required.

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 3 of the Financial Statements.

MATERIAL MINERAL PROPERTY INTERESTS

Waterberg Project

Recent Activities

During the nine month period ended May 31, 2021, approximately $1.9 million was spent at the Waterberg Project for engineering and exploration activities.  At period end, $44.4 million in accumulated net costs had been capitalized to the Waterberg Project.  Total expenditures on the property since inception from all investor sources are approximately $78.1 million.

Subsequent to the completion of the Waterberg DFS, the 2020 Work Program funded by Implats until September 15, 2020, completed the following optimization and risk mitigation studies:

  • Dry stacking of tailings to reduce water use and reduce tailings impoundment footprint.
  • Confirmation of portal positions and detailed designs.
PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021
  • Review of initial mining method, stope and sub level designs.
  • Detailed benchmarking to comparable operations around the world and specifically in Africa.
  • Detailed simulation of underground mining and surface systems.
  • Possible use of battery electric underground vehicles and resulting reduced ventilation and cooling requirements, reduced electrical power requirements, and opex/capex implications.
  • Possible use of Mobile Tunnel Boring.
  • Review of water demand and supply and test drilling to confirm water resources.

Geotechnical drilling of boxcuts/portals and along planned decline pathways, budgeted at approximately R 27 million, was not completed before September 15, 2020, as such work first required the grant of a mining right.  Total actual cost of the completed 2020 Work Program funded by Implats amounted to approximately $1.53 million (R24.7 million).

Waterberg DFS

On September 24, 2019, the Company published the results of the Waterberg DFS.  Waterberg JV Co. shareholders approved the Waterberg DFS on December 5, 2019.  Highlights of the Waterberg DFS include:

  • A significant increase in Mineral Reserves from the Waterberg Project's 2016 Pre-Feasibility Study ("PFS") for a large-scale, shallow, decline-accessible, mechanised, palladium, platinum, gold and rhodium mine.  Use of backfill in the Waterberg DFS design lowers risk and increases mined ore extraction rates.
  • Annual Steady State production rate of 420,000 4E ounces.  Estimated mine life of 45 years on current reserves.  The planned production rate is by careful design in order to reduce capital costs and simplify construction and ramp-up.
  • After-tax Net Present Value ("NPV") of $982 million, at an 8% real discount rate, using spot metal prices as at September 4, 2019 (Incl. $1,546 Pd/oz) ("Spot Prices").
  • After-tax NPV of US$ 333 million, at an 8% real discount rate, using three-year trailing average metal prices up until September 4, 2019 (Incl. $1,055 Pd/oz) ("Three Year Trailing Prices").
  • After-tax Internal Rate of Return of 20.7% at Spot Prices and 13.3% at Three Year Trailing Prices.
  • Estimated project capital of approximately $874 million, including $87 million in contingencies. Peak project funding estimated at $617 million.
  • On site Life of Mine average cash cost (inclusive of by-product credits and smelter discounts) for the Spot Metal Price scenario equates to $640 per 4E ounce.
  • Updated measured and indicated mineral resources of 242 million tonnes at 3.38g/t 4E for 26.4 million 4E ounces (using 2.5 g/t 4E cut-off) and the deposit remains open on strike to the north and below an arbitrary depth cut-off of 1,250-meters.
  • Proven and probable mineral reserves of 187 million tonnes at 3.24 g/t 4E for 19.5 million 4E ounces (using 2.5 g/t 4E cut-off).

The mineral resources for the Waterberg Project increased slightly based on in-fill drilling done during preparation of the Waterberg DFS. The mineral resources have been estimated based on 441 diamond drill holes and 583 deflections and has been stated at a 2.5 g/t 4E cut-off (the base-case). In the Waterberg DFS, a 2.5 g/t 4E cut-off grade has been applied to the mineral resource model as an input into the mine design. At the 2.5 g/t 4E cut-off grade, the total measured and indicated mineral resources are estimated at 242 million tonnes grading 3.38 g/t 4E for an estimated 26.4 million ounces 4E. Total mineral reserves at a 2.5 g/t 4E grade cut-off are estimated at 187 million tonnes for 19.5 million ounces 4E.

The mineral reserves are a subset of the mineral resource envelope at a 2.5 g/t 4E cut-off and they include only measured and indicated mineral resources with dilution and stope shapes considered. A minimum mining thickness of 2.4 meters and sublevel planning of 20 meters to 40 meters was considered in the mine plan for mineral reserves.

The mineral resources for the Waterberg Project are categorized and reported in terms of NI 43-101 and are tabulated below.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

Mineral Resource Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:

T Zone at 2.5 g/t (4E) Cut-off
Mineral Resource Category Cut-off Tonnage Grade Metal
4E Pt Pd Rh Au 4E Cu Ni 4E
g/t Tonnes g/t g/t g/t g/t g/t % % kg Moz
Measured 2.5 4,443,483 1.17 2.12 0.05 0.87 4.20 0.150 0.080 18,663 0.600
Indicated 2.5 17,026,142 1.37 2.34 0.03 0.88 4.61 0.200 0.094 78,491 2.524
M+I 2.5 21,469,625 1.34 2.29 0.03 0.88 4.53 0.189 0.091 97,154 3.124
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 at 2.5 g/t (4E) Cut-off
--- --- --- --- --- --- --- --- --- --- --- ---
Mineral Resource Category Cut-off Tonnage Grade Metal
4E Pt Pd Rh Au 4E Cu Ni 4E
g/t Tonnes 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
Waterberg Aggregate Total 2.5 g/t (4E) Cut-off
--- --- --- --- --- --- --- --- --- --- --- ---
Mineral Resource Category Cut-off Tonnage Grade Metal
4E Pt Pd Rh Au 4E Cu Ni 4E
g/t Tonnes g/t g/t g/t g/t g/t % % kg Moz
Measured 2.5 58,516,083 0.97 2.19 0.05 0.21 3.42 0.092 0.193 200,367 6.442
Indicated 2.5 183,921,777 0.99 2.11 0.05 0.22 3.37 0.100 0.177 619,182 19.908
M+I 2.5 242,437,860 0.98 2.13 0.05 0.22 3.38 0.098 0.181 819,549 26.350
Inferred 2.5 66,666,549 0.96 1.92 0.04 0.34 3.27 0.108 0.146 217,968 7.008
Mineral Resource Category Prill Split Waterberg Project Aggregate
--- --- --- --- ---
Pt Pd Rh Au
% % % %
Measured 28.2 64.4 1.5 5.9
Indicated 29.4 62.6 1.5 6.5
M+I 29.1 63.0 1.5 6.4
Inferred 29.5 58.9 1.2 10.4

Notes:

  1. 4E elements are platinum, palladium, rhodium and gold.

  2. Cut-offs for mineral resources were established by a QP after a review of potential operating costs and other factors.

  3. Conversion factor used for kilograms ("kg") to ounces ("oz") is 32.15076.

  4. A 5% and 7% geological loss was applied to the measured/indicated and inferred mineral resources categories, respectively.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021
  1. The mineral resources are classified in accordance with NI 43-101. Mineral resources that are not mineral reserves do not have demonstrated economic viability and inferred mineral resources have a high degree of uncertainty.

  2. The mineral resources are provided on a 100% Project basis, inferred and indicated categories are separate and the estimates have an effective date of 4 September 2019.

  3. Mineral resources were completed by Mr. CJ Muller of CJM Consulting.

  4. Mineral resources were estimated using kriging methods for geological domains created in Datamine from 441 mother holes and 583 deflections. A process of geological modelling and creation of grade shells using indicating kriging was completed in the estimation process.

  5. The mineral resources may be materially affected by metal prices, exchange rates, labour costs, electricity supply issues or many other factors detailed in the Company's 2020 Annual Information Form.

  6. The data that formed the basis of the mineral resources estimate are the drill holes drilled by Platinum Group as project operator, which consist of geological logs, drill hole collars surveys, downhole surveys and assay data. The area where each layer was present was delineated after examination of the intersections in the various drill holes.

  7. Numbers may not add due to rounding.

Proven Mineral Reserve Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:

Proven Mineral Reserve Estimate at 2.5 g/t 4E cut-off
**** **** Pt Pd Rh Au 4E Cu Ni 4E Metal
Zone Tonnes (g/t) (g/t) (g/t) (g/t) (g/t) (%) (%) Kg Moz
T Zone 3,963,694 1.02 1.84 0.04 0.73 3.63 0.13 0.07 14,404 0.463
F Central 17,411,606 0.94 2.18 0.05 0.14 3.31 0.07 0.18 57,738 1.856
F South - - - - - - - - - -
F North 16,637,670 0.85 2.03 0.05 0.16 3.09 0.10 0.20 51,378 1.652
F Boundary North 4,975,853 0.97 2.00 0.05 0.16 3.18 0.10 0.22 15,847 0.509
F Boundary South 5,294,116 1.04 2.32 0.05 0.18 3.59 0.08 0.19 19,020 0.611
F Zone Total 44,319,244 0.92 2.12 0.05 0.16 3.25 0.09 0.20 143,982 4.629
Waterberg Project Total 48,282,938 0.93 2.10 0.05 0.20 3.28 0.09 0.19 158,387 5.092

Probable Mineral Reserve Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:

Probable Mineral Reserve Estimate at 2.5 g/t 4E cut-off
**** **** Pt Pd Rh Au 4E Cu Ni 4E Metal
Zone Tonnes (g/t) (g/t) (g/t) (g/t) (g/t) (%) (%) Kg Moz
T Zone 12,936,870 1.23 2.10 0.02 0.82 4.17 0.19 0.09 53,987 1.736
F Central 52,719,731 0.86 1.97 0.05 0.14 3.02 0.07 0.18 158,611 5.099
F South 15,653 ,961 1.06 2.03 0.05 0.15 3.29 0.04 0.13 51,411 1.653
F North 36,984,230 0.90 2.12 0.05 0.16 3.23 0.09 0.20 119,450 3.840
F Boundary North 13,312,581 0.98 1.91 0.05 0.17 3.11 0.10 0.23 41,369 1.330
F Boundary South 7,616,744 0.92 1.89 0.04 0.13 2.98 0.06 0.18 22,737 0.731
F Zone Total 126,287,248 0.91 2.01 0.05 0.15 3.12 0.08 0.18 393,578 12.654
Waterberg Project Total 139,224,118 0.94 2.02 0.05 0.21 3.22 0.09 0.18 447,564 14.390

Proven & Probable Mineral Reserve Estimate at 2.5 g/t 4E cut-off, effective September 4, 2019 on 100% Project basis:

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021
Total Estimated Mineral Reserve at 2.5 g/t 4E cut-off
--- --- --- --- --- --- --- --- --- --- ---
**** **** Pt Pd Rh Au 4E Cu Ni 4E Metal
Zone Tonnes (g/t) (g/t) (g/t) (g/t) (g/t) (%) (%) Kg Moz
T Zone 16,900,564 1.18 2.04 0.03 0.80 4.05 0.18 0.09 68,391 2.199
F Central 70,131,337 0.88 2.02 0.05 0.14 3.09 0.07 0.18 216,349 6.956
F South 15,653,961 1.06 2.03 0.05 0.15 3.29 0.04 0.13 51,411 1.653
F North 53,621,900 0.88 2.09 0.05 0.16 3.18 0.10 0.20 170,828 5.492
F Boundary North 18,288,434 0.98 1.93 0.05 0.17 3.13 0.10 0.23 57,216 1.840
F Boundary South 12,910,859 0.97 2.06 0.05 0.15 3.23 0.07 0.19 41,756 1.342
F Zone Total 170,606,492 0.91 2.04 0.05 0.15 3.15 0.08 0.19 537,560 17.283
Waterberg Project Total 187,507,056 0.94 2.04 0.05 0.21 3.24 0.09 0.18 605,951 19.482

Notes:

  1. The estimated mineral reserves have an effective date of September 4, 2019.

  2. A 2.5 g/t 4E stope cut-off grade was used for mine planning for the T Zone and the F Zone mineral reserves estimate.  The cut-off grade considered April 2018 metal spot prices.

  3. Tonnes and grade estimates include planned dilution, geological losses, external overbreak dilution, and mining losses.

  4. 4E elements are platinum, palladium, rhodium and gold.

  5. Numbers may not add due to rounding.

The Project financial performance has been estimated both at Spot Prices and at Three Year Trailing Average Prices as set out in the table below. The long-term real US$/Rand exchange rate for the Spot Price scenario is set at 15.00, which is based on an intra-day traded spot rate as of September 4, 2019. The US$/Rand exchange rates for the Three-Year Trailing Price scenario, is based on Bloomberg's nominal consensus forward-curve as at June 2019, which translates into a long-term real US$/Rand rate of 15.95. The price deck assumptions for each scenario are tabled below.

Waterberg DFS Technical Report Price Deck Assumptions in US$

Parameter Unit Spot Prices**(Sept 4, 2019)** Three Year Trailing Prices**(Sept 4, 2019)**
US$ / Rand (Long-term Real) US$/Rand (Real July 2019) 15.00 15.95
Platinum<br>Palladium<br>Gold<br>Rhodium<br>Basket Price (4E)<br><br> <br>Copper<br>Nickel US$/oz (Real July 2019)<br>US$/oz (Real July 2019)<br>US$/oz (Real July 2019)<br>US$/oz (Real July 2019)<br>US$/oz (Real July 2019)<br><br> <br>US$/lb (Real July 2019)<br>US$/lb (Real July 2019) 980<br>1**,546<br>1,548<br>5,036<br>1,425<br><br> <br>2.56<br>8.10 931<br>1,055<br>1,318<br>1,930<br>1,**045<br><br> <br>2.87<br>5.56
Smelter Payability: 4E Metal<br>Smelter Payability: Copper<br>Smelter Payability: Nickel % Gross Sale Value<br>% Gross Sale Value<br>% Gross Sale Value 85%<br>73%<br>68% 85%<br>73%<br>68%

Readers are directed to review the full text of the DFS Technical 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 strike length on the Waterberg Project is 13 km long so far, remains open along strike and begins from a depth of 140 meters vertical.  The Waterberg DFS mine plan covers a strike length of approximately 8.5 km.  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.  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 METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

As a result of its shallow depth, good grade and a fully mechanized mining approach, the Waterberg Project can be a safe mine within the lowest quartile of the Southern Africa platinum group element industry cost curve.

The Waterberg DFS mine plan models production at 4.8 million tonnes of ore per annum and 420,000 4E ounces per year in concentrate. The mine initially accesses the orebody using two sets of twin decline tunnels with mining by fully mechanised long hole stoping methods with paste backfill. Paste backfill allows for a high mining extraction ratio as mining can be completed next to backfilled stopes without leaving internal pillars. Maintaining safety and reliability were key mine design criteria. As a result of the scale of the orebody, bulk mining on 20 to 40 meter sublevels with large underground equipment and conveyors for ore and waste transport provides high efficiency. Many of the larger successful underground mines in the world use the same method of mining with backfill and estimated costs were benchmarked against many of these operations.

Mining Right Grant

A formal Mining Right Application ("MRA") for the Waterberg Project, including a Social and Labour Plan ("SLP"), was accepted by the DMRE on September 14, 2018. The Company held local public meetings on numerous occasions in advance of the MRA.  A program of public consultation as part of the formal MRA and EA application for the Waterberg Project was completed in August 2019. An Environmental Impact Assessment ("EIA") and Environmental Management Program ("EMP") were filed with the DMRE on August 15, 2019.  An EA was granted for the Waterberg Project on August 12, 2020, subject to a public notice period and finalization of issues raised by affected parties, which process was completed with the issue of the final EA on November 10, 2020.

On January 28, 2021, the DMRE issued a letter to Waterberg JV Co. notifying the Company that a mining right for the Waterberg Project (the "Waterberg Mining Right") had been granted.  The letter instructed that the regional office of the DMRE would prepare copies of the mining right for formal signatures.  Public disclosure and notice of the Waterberg Mining Right grant was promulgated by the Company and Waterberg JV Co. as required under South African legislation.  Subsequently, while preparations for signature were underway by the DMRE, on March 5, 2021, the Company was advised that a notice of appeal to the decision granting the Waterberg Mining Right was filed by a group of four individual appellants from a local community.  This appeal has still not been served on the Waterberg JV Co and is now significantly out of time.  In the weeks that followed three other similar appeals were filed.  One party also filed a court application to set aside the Minister's decision not to condone the late filing of an appeal against the grant of the EA.  The Company believes that all requirements specified under the MPRDA have been complied with and that DMRE had properly granted the Waterberg Mining Right.

According to the MPRDA, an appeal can be considered by the Minister of the DMRE for determination within a 130-business day timeframe. Waterberg JV Co. has raised numerous factual and legal defences against the appeals. Senior Counsel and attorneys acting for Waterberg JV Co. have prepared and filed formal rebuttals to the appeals.  The Waterberg Mining Right was notarially executed on April 13, 2021, has been filed for title registration, and currently remains active. The Company believes that the appeals are opportunistic. Nevertheless, Waterberg JV Co remains committed to engaging and working with all host communities to ensure that mining operations are conducted in a harmonious and respectful manner and in order to optimize the Waterberg Project for the benefit of all stakeholders.  In the event that any appeal is successful, the decision to grant the Waterberg Mining Right will be set aside and the mining right application will revert to being in process, pending either a resolution of the appellants' demands for payment of lease and other retrospective issues, or pending the outcome of any review Waterberg JV Co. may request by the High Court of the appeal decision.

Community Considerations

Training for a new mechanised mining workforce is an important component of the Waterberg Project life of mine plan and the SLP.  Planning for training programs has been undertaken with the assistance of global mine training leader, Norcat, of Sudbury, Ontario. The Waterberg DFS modelled a significant investment in training, focussed on the immediate area of the Waterberg Project, working in cooperation with local communities, colleges and facilities.

Infrastructure planning and option assessments were components of the 2020 Work Program.  Detailed hydrological work studying the utilization of known sources for significant volumes of ground water has been conducted.  In 2018 a co-operation agreement was entered between Waterberg JV Co. and the local Capricorn Municipality for the development of water resources to the benefit of local communities and the mine.  Hydrological work 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 been completed resulting in the identification of sufficient water supply for the mine.  An earlier 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 have tested 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 by both the mine and local communities.  Further water definition work and drilling is planned.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

The establishment of servitudes for power line routes and detailed planning and permitting for an Eskom electrical service to the Waterberg Project are also advancing.  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 Waterberg Project.  Engineering refinement of steady state power requirements has resulted in a reduced demand of approximately 90MvA at steady state.  Bulk power design and costing work for steady state requirements has commenced.  Eskom is engaged with project engineers to determine electrical power sources and availability.  A temporary power line for the construction period from the nearby grid at Bochum is being designed and costed.  Community engagement regarding power line routes and completion of an EIA for the power line routes is in process.

Waterberg JV Co. is in process with pre-construction engineering work, including road upgrade and traffic studies, finalization of power and water infrastructure design and construction camp permitting and design.

History of Acquisition

The Waterberg Project is comprised of the former Waterberg JV Property and the Waterberg Extension Property, which were combined into one project area in 2015.  At May 31, 2021, the Waterberg Project consisted of granted prospecting rights, applied for prospecting rights and a granted mining right with a combined active project area of 79,188 hectares, located on the Northern Limb of the Bushveld Complex, approximately 85 km north of the town of Mokopane.  Of the total project area 20,532 hectares are covered by the Waterberg Mining Right, as described above.  A further 58,655 hectares are covered by active prospecting rights.  Waterberg JV Co. is currently in process to apply for closure on one inactive prospecting right located north of the known mineralized area, measuring 20,242 hectares.

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 executed an agreement with Mnombo to acquire 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 the Waterberg 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 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 DMRE in August 2017 and the transfer was completed on September 21, 2017.  This transaction was treated as taxable in South Africa and was offset by 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 Waterberg Project operator under the 2^nd^ Amendment.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

On November 6, 2017, the Company and JOGMEC closed the Implats Transaction and Implats acquired its 15.0% interest in Waterberg JV Co. and the right to match any third-party offtake terms under the Offtake ROFR.

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. In March 2019, the South African government approved this transaction, and the entire transfer process has been completed.  Under the terms of the transaction, HANWA has also acquired the metal rights to solely purchase all the metals produced from the Waterberg Project at market prices.

Environmental, Social and Governance ("ESG")

Approach

The Company and Waterberg JV Co. are committed to conducting business in a responsible and sustainable manner. Our core ESG values are:

• to maximise the positive effect of our projects and operations for all stakeholders;

• caring for the environment in which we operate;

• contributing to both the short-term and long-term development of our host communities;

• ensuring safe and secure workplaces for our employees;

• contributing to the welfare of our employees and local communities; and

• promoting good corporate governance, through openness, transparency, and accountability.

We are working to develop a set of performance indicators to measure and monitor key environmental, social sustainability and governance activities at the Waterberg Project. We wish to achieve a high level of understanding and commitment from those who carry out our day-to-day activities.  Our social performance indicators aim to cover social risk management, grievance management and community investment.  Our environmental performance indicators aim to cover environmental impact mitigation, audits, water, energy, greenhouse gas emissions and environmental remediation and rehabilitation.  Health and safety performance indicators are also to be recorded and monitored.

We have partnered with Digbee ESG to utilise an industry approved set of frameworks to assess and disclose our ESG metrics.  The Digbee ESG platform amalgamates over thirty initiatives and reporting standards to generate an appropriate ESG score for development stage mining companies. These standards encompass widely recognised ESG standards including, the Global Reporting Initiative Standards, the Sustainability Accounting Standards Board, and the Task Force on Climate Related Disclosure.

2021 ESG Objectives

We are continuing to work on enhancements to our community engagement processes for all our mining and environmental matters.  We consider all stakeholders and confirm our commitment to the health and safety of our employees and surrounding communities.  Health and safety also remain a top priority.  Our ESG objectives include:

• reducing planned water consumption;

• achieving full compliance with regulations and reporting of greenhouse gas emissions;

• achieving minimum impact on vegetation and supporting and enabling local biodiversity;

• reducing planned industrial waste;

• resolving individual community member grievances;

• continuing and improving stakeholder communication and engagement programmes; and

• achieving zero significant environmental incidents;

Environmental

We have commissioned independent environmental site inspections and environmental management programme compliance assessments at the Waterberg Project for all our prospecting rights areas.  Annual environmental reports are filed with regulators.  To date, there have been no significant environmental incidents at our Waterberg operation since exploration began on the property in 2011.  As a requirement to the grant of the Waterberg mining right an EIA and EMP were filed with governmental regulators after a comprehensive consultation process with communities, regulators, environmental institutions, and other stakeholders over the last ten years.  Several independent, third-party specialist consultants completed component studies as a part of the application process. The EIA and EMP were subsequently approved by the relevant regulators.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

During 2020 an environmental rehabilitation bond was established for the future costs of mine closure and environmental restoration.  As the operations at the Waterberg Project increase, so too will the size of this bond.

During 2020 a study examining the use of battery electric equipment for the Waterberg Project was completed and a study examining possible water use reduction and dry stacking solutions for tailings was completed.

Furthermore, the mineral resources targeted at the Waterberg Project are mineable platinum group metals, being mainly palladium, platinum, and rhodium.  These metals are important elements in terms of reducing harmful emissions from internal combustion engines.  Platinum is a critical element in fuel cells and the "hydrogen economy" in general, highlighting the mine's potential to contribute to a cleaner future.

Social

In response to the COVID-19 pandemic, we provided and delivered approximately US $5,000 in hygiene supplies, medical supplies, and personal protection equipment to local communities near the Waterberg Project.  We ensured safe operation of exploration and office facilities during the government mandated and recommended activity suspensions.  To date work at the Waterberg Project has been related to exploration and engineering activities.  Overall safety performance has been very good and strict safety protocols are followed.

We maintain an open communication policy with communities near the Waterberg Project.  We responded to concerns raised by individuals regarding water resources, roadways, heritage sites and planned infrastructure locations by thoroughly investigating each reported concern or claim.  Meetings were held with community leaders and site inspections occurred with local community members accompanied by independent consultants, NGOs, government agencies and regulators.  Although no material issues or events of regulatory non-compliance by the Company have been identified after these investigations, the Company remains committed to operating in a responsible manner and continues to work with local community leadership to ensure any identified issues are resolved in an appropriate and professional manner and in compliance with governing regulations.  Based on community meetings and direct feedback, and in part due to the Company's efforts to engage and support local communities, we believe local community residents support the development of the Waterberg Project and understand the expected economic benefits.  Nonetheless, a number of parties within the local community filed formal appeals in 2021 objecting to the grant of the Waterberg Mining Right.  Waterberg JV Co. has responded to each appeal and will follow the appropriate regulatory process in each instance.

To support of Waterberg JV Co.'s DMRE approved SLP for affected communities near the Waterberg Project, we have budgeted expenditures amounting to R 335.6 million ($24.41 million at May 31, 2021) over a five-year period.  Expenditures are subject to the grant of required permits and the commencement of activities on site.  At the end of each five-year period a new SLP will be established, considering actual expenditures to date and changes to adjust for community feedback, needs and preferences.  The current Waterberg SLP includes the following provisions:

Human Resource Development R 4.98 million

Waterberg JV Co. is aware of the importance of human resources to accomplish its business objectives.  Skills development is the foundation for attaining competent and productive employees who can contribute to meeting the mine's business objectives and also contribute to the upliftment of their communities through their own personal economic success. The skills development plan for the Waterberg Project targets the achievement of future career development opportunities within the mining industry and beyond the needs of the mine's operational requirements.  The skills development plan seeks to achieve portable skills through accredited qualification by certified training providers and programmes.  Emphasis is to be applied to employment equity and to participation by historically disadvantaged South Africans and women.  Learnership, internship, bursary and youth training programs are planned.  Targets have been established for procurement and employment levels for women and for people from the local community.

Local Economic Development R 320.6 million

The Local Economic Development ("LED") programme will seek to enable local communities to become economically stronger by improving infrastructure, business skills, entrepreneurship, job creation and income.  LED projects seek to amplify opportunities as well as alleviate poverty within the surrounding communities of the mine. Programmes are to include infrastructure and educational support to local schools, mine and community bulk water supply and reticulation, extension and equipping of existing clinic/health facilities, and road construction.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

Management of Downscaling R 10.0 million

We conducted a social audit and needs and skills assessment of the communities near the Waterberg Project to learn about these communities and to help direct our efforts towards the matters of importance to them.  This work will guide our long-term training programs intended to increase skilled employment opportunities for local community members.  Investment in human resource development and facilitation of training during the lifetime of the Waterberg Project intends to sustain skills that will support employment for workers beyond the life of the mine. The mine intends to comply with the Basic Conditions of Employment Act and the Department of Labour's Social Plan Guidelines with the goal of establishing skills that will be of value to employees at a future time of downscaling and retrenchment.

Governance

The Company has a Governance and Nomination Committee to ensure good corporate governance in the Company's stewardship. The committee's responsibilities include, but are not limited to:

• reviewing and making recommendations relating to respecting good corporate governance and the board's stewardship role in the management of the Company;

• the regular evaluation of the effectiveness of the board, its members, its committees and their charters;

• the evaluation of the performance of individual directors, the board as a whole, and committees of the board;

• the performance evaluation of the chairperson of the board and the chairperson of each board committee;

• the performance evaluation of the CEO and CFO, including performance against corporate objectives;

• CEO and CFO succession planning;

• overseeing compliance with the Company's Code of Conduct, monitoring compliance with the code, investigating any alleged breach or violation of the code, authorising any waiver granted in connection with the code; and

• overseeing compliance with any rules, regulations or guidelines promulgated by regulatory authorities relating to corporate governance.

On April 30, 2021, the Company established an Environmental, Health and Technical Advisory Committee to oversee capital projects and material transactions undertaken by the Company, its subsidiaries or its affiliates from an environmental, technical, financial and scheduling perspective and to be responsible for developing and monitoring standards for ensuring a safe and healthy work environment and to promote sustainable development.

The Company is subject to anti-corruption laws and regulations, including the Canadian Corruption of Foreign Public Officials Act and certain restrictions applicable to U.S. reporting companies imposed by the U.S. Foreign Corrupt Practices Act of 1977, as amended, and similar anti-corruption and anti-bribery laws in South Africa, that prohibit companies from bribing or making other prohibited payments to public officials in order to obtain or retain an advantage in the course of business.

The Company has previously adopted a Code of Business Conduct and Ethics, a Claw Back Policy, and a Whistle Blower Policy, amongst other customary codes and committees.  During 2021 we established an Environmental, Health, Safety and Technical Committee comprised of cross-disciplinary directors.

We also adhere to the corporate governance policies of the Toronto Stock Exchange and the NYSE American, LLC ("NYSE American").

3. DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION

A) Liquidity, Capital Resources and Going Concern

Recent Equity Financings

On February 5, 2021, the Company announced an at-the-market-offering-sales-agreement with BMO Capital Markets.  Under the sales agreement the Company could sell its common shares from time to time for up to $50 million in aggregate sales proceeds in "at the market" transactions (the "2021 ATM"). At May 31, 2021, the Company had sold 1,631,224 common shares at an average price of US$5.1048 pursuant to the 2021 ATM for net proceeds of $7.48 million after fees and expenses of $844 thousand, including brokerage fees of $208 thousand.  Subsequent to May 31, 2021 the Company has sold 113,315 common shares at an average price of US$3.84, pursuant to the 2021 ATM for gross proceeds of $0.435 million.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

On December 8, 2020, the Company announced the closing of a non-brokered private placement with Deepkloof Limited ("Deepkloof"), a subsidiary of Hosken Consolidated Investments Limited  ("HCI").  An aggregate of 1,121,076 shares were issued for US$2.23 per share for gross proceeds of $2.5 million (the "December 2020 HCI PP").  HCI maintained its approximate 31% interest in the Company when the December 2020 HCI PP closed.  Pricing for the December 2020 HCI PP was set to be consistent with the Company's 2020 ATM (see below).

On October 15, 2020, the Company announced it had closed a non-brokered private placement with HCI.  An aggregate of 1,146,790 shares were issued for US$2.18 per share resulting in gross proceeds of $2.5 million to the Company (the "October 2020 HCI PP").  HCI maintained its approximate 31% interest in the Company when the October 2020 HCI PP closed.  Pricing for the October 2020 HCI PP was set to be consistent with the Company's 2020 ATM (see below).

On September 4, 2020, the Company announced an at-the-market-offering-sales-agreement with BMO Capital Markets.  Under the sales agreement the Company could sell its common shares from time to time for up to $12 million in aggregate sales proceeds in "at the market" transactions (the "2020 ATM"). Common share sales pursuant to the 2020 ATM ended on November 30, 2020.  Final sales were settled, and the 2020 ATM completed, on December 2, 2020.  A total of 5,440,186 common shares at an average price of US$2.21 were sold pursuant to the 2020 ATM for net proceeds of $11.41 million after fees and expenses of $592 thousand, including brokerage fees of $300.

On June 17, 2020, the Company closed a non-brokered private placement of 1,221,500 shares at a price of US$1.40 for gross proceeds of $1.7 million.  A 6% finders fee of $37,926 was paid in cash on a portion of the private placement.

On December 19, 2019, the Company closed a non-brokered private placement of 3,225,807 shares at a price of US$1.24 for gross proceeds of $4.0 million.  A 6% finders fee of $54,232 was paid in cash on a portion of the private placement.

The following reconciles the use of gross proceeds to recent financings as at May 31, 2021 (in thousands of dollars):

Use of Proceeds December 19, 2019 Private Placement June 17, 2020 Private Placement October 15, 2020 Private Placement 2020 ATM Offering December 8, 2020 Private Placement 2021 ATM Offering Aggregate Proceeds Actual Use of Proceeds to <br>May 31, 2021
Partial repayment  of the Sprott Facility $0 $0 $1,250 $2,265 $1,250 $3,905 $8,670 $8,670
Payment of Bank Advisory Fees $0 $700 $745 $1,445 $0 $0 $2,890 $2,890
General corporate purposes $3,946 $1,010 $505 $8,290 $1,250 $4,422 $19,423 $15,984
TOTAL $3,946 $1,710 $2,500 $12,000 $2,500 $8,327 $30,983 $27,544

During the 9 month period ended May 31, 2021 the Company incurred $3.8 million for operating activities while in the period ended May 31, 2020 the Company incurred $3.4 million.  During the period ended May 31, 2021 the Company incurred expenditures of $2.9 million at Waterberg while in the period ended May 31, 2020 the Company incurred expenditures of $4.5 million at Waterberg.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

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 net proceeds from the offering of Notes were used primarily to fund direct expenditures relating to the operation, closure and care and maintenance of the Maseve mine until completion of the sale of the Maseve mine (the "Maseve Transaction").  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.

Subject to certain exceptions, the Notes are 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.  After giving effect to the 2018 Share Consolidation, the conversion rate is 100.1111 per $1,000 which is equivalent to a conversion price of approximately $9.989 per common share, representing a conversion premium of approximately 15% above the NYSE American closing sale price for the Company's common shares 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.

On June 28, 2021, and December 29, 2020, the Company paid cash of $687,156 for bi-annual interest payable on $19.99 million of outstanding Notes.  To July 1, 2021, the Company has paid interest of $5.54 million on the Notes, comprised of $2.06 million in cash and 2,592,966 in common shares, and issued 1,319 shares for $10,000 of conversions.  Due to a limitation on conversion contained in the indenture governing the Notes, dated June 30, 2017, between the Company and The Bank of New York Mellon, no more than 2,954,278 common shares, being 19.9% of the number of common shares outstanding on June 30, 2017, may be issued in settlement of interest payments or conversions.  A total of 361,312 common shares currently remain as potentially issuable in settlement of future interest payments or conversions.

After July 1, 2020, until the maturity date, the Company has 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 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.

Sprott Facility

On August 14, 2019, the Company entered into the Sprott Facility, pursuant to which the Sprott Lenders advanced $20 million bearing interest at 11% per annum, compounded monthly.  Monthly interest payments totaling $1.28 million were paid to Sprott in the nine month period ended May 31, 2021, with a further $0.10 million in interest paid subsequent to period end.

The Sprott Facility was originally scheduled to mature on August 14, 2021, however subsequent to period end the Company exercised an option to extend the maturity date for $10.0 million in principal by one year in exchange for a payment in cash of $300,000, being three percent of the outstanding principal amount not required to be repaid on the original maturity date.  Early repayment before the amended maturity date of August 14, 2022 is permitted.  The Company continues to be required to maintain certain minimum working capital and cash balances under the Sprott loan and can pay down the balance of the loan at its discretion up until maturity.

The Sprott Facility requires a cash sweep of 50% of the Company's net proceeds from equity offerings or new debt securities be applied to repayment of the Sprott Facility.  However, from the aggregate net proceeds of the 2020 ATM, the October 2020 HCI PP and the December 2020 HCI PP, Sprott allowed the Company to pay Sprott a reduced amount of $4.8 million, with the balance of what would otherwise be due to Sprott of $3.39 million being retained by the Company for working capital and to settle $2.89 million of deferred bank advisory fees ("Bank Advisory Fees"), as described below.  Looking forward, 50% of the net proceeds from the 2021 ATM are to be repaid to Sprott.  To date the actual principal balance of the Sprott Facility has been reduced by cash payments of $8.7 million, leaving the principal amount outstanding at $11.3 million.  Repayments for accounting purposes, including amortization of deferred amounts, are recorded at $8.988 million for the nine month period.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

Bank Advisory Fees

BMO Nesbitt Burns Inc. ("BMO") and Macquarie have provided strategic advisory services to the Company.  Effective October 22, 2018, the formal agreement between the Company and Macquarie was terminated by mutual consent.  Pursuant to the Maseve Transaction and the Implats Transaction, BMO and Macquarie earned aggregate advisory fees 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 Implats Transaction and also agreed to pay the remaining balance of approximately $2.89 million as soon as practicable following the final repayment of all secured debt.  At May 31, 2021, the balance of deferred Bank Advisory Fees due to BMO and Macquarie was paid in full.

Going Concern

The Company currently has limited financial resources.  The Company incurred a loss of $8.8 million during the period ended May 31, 2021 and used cash in operating activities of $3.8 million.  The Sprott Facility matures on August 14, 2021, with the Company electing to extend the maturity date on $10 million until August 14, 2022.  At May 31, 2021, the Company owed $11.3 million of principal to Sprott.  The Company has no sources of operating income at present.  The Company's ability to continue operations in the normal course of business will depend upon its ability to secure additional funding by methods which could include debt refinancing, equity financing, sale of assets and strategic partnerships.  The Company will continue to work closely with its major shareholders and lenders.  Management believes the Company will be able to secure further funding as required although there can be no assurance that these efforts will be successful.  Material uncertainties exist 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 accounting principles applicable to a going concern.

Contractual Obligations

The following table discloses the Company's contractual obligations as at May 31, 2021 (in thousands of dollars):

Payments Due By Year
< 1 Year 1 - 3 Years 4 - 5 Years > 5 Years Total
Lease Obligations $                    126 $                  172 $                    - $                  - $              298
Environmental Bonds 44 87 87 - 218
Notes^1^ 1,374 20,677 - - 22,051
Sprott Facility^2^ 2,564 10,310 - - 12,874
Totals $              4,108 $            31,246 $                87 $                  - $        35,441

^(1)^Subject to certain limitations, a portion of the Notes and related interest may be settled in common shares of the Company.

^(2)^The Company has deferred payment of $10 million for one year.

Other contingencies: Refer to section 8 below - Risk Factors.

Accounts Receivable and Payable

Accounts receivable at May 31, 2021, totaled $0.3 million (August 31, 2020 - $0.2 million) being comprised mainly of South African value added taxes.

Accounts payable and accrued liabilities at May 31, 2021, totaled $1.4 million (August 31, 2020 - $1.4 million) being mainly comprised of payables related to the Waterberg Project.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

B) Results of Operations

Nine month Period Ended May 31, 2021

For the nine month period ended May 31, 2021, the Company incurred a net loss of $8.8 million (May 31, 2020 - net loss of $5.9 million).  The loss in the previous comparable period was lower due to a $3.1 million realized gain on the expiry of warrants in the previous comparable period.  In the current period, share based compensation was $2.8 million (May 31, 2020 $1.1 million) due to an increase in the fair value of the options granted during the period as a result of a higher share price.  Also in the current period, a share of Lion Battery expenses of $343 thousand and a loss on the partial settlement of the Sprott Facility of $300 thousand were recognized whereas there were no comparable expenses in the previous period.  The currency translation adjustment recognized in the period is a gain of $6.1 million (May 31, 2020 - $4.0 million loss) due to the Rand increasing in value relative to the U.S. Dollar during the current period.

Three Month Period Ended May 31, 2021

For the three month period ended May 31, 2021, the Company incurred a net loss of $2.3 million (May 31, 2020 - net loss of $3.4 million).  Share compensation expense of $1.2 million (May 31, 2020 $0.4 million) rose due to an increase in the fair value of the options granted during the period as a result of the Company's higher share price.  A foreign exchange gain of $1.0 million was recognized in the current period (May 31, 2020 $0.8 million loss) due to an increase in the value of the Canadian Dollar relative to the US Dollar in the current period.  The currency translation adjustment recognized in the current period is a gain of $2.8 million (May 31, 2020 - $3.1 million loss) due to the Rand increasing in value relative to the U.S. Dollar in the current period.

Quarterly Financial Information

The following tables set forth selected quarterly financial data for each of the last eight quarters (In thousands of dollars, except for share data):

Quarter ended May 31, 2021 Feb. 28, 2021 Nov. 30, 2020 Aug. 31, 2020
Net finance income^(1)^ $ 25 $ 24 $ 24 $ 24
Net loss^(2)^ 2,282 3,989 2,564 1,230
Basic loss per share^(3)^ 0.03 0.06 0.04 0.02
Total assets^(^^2^^)^ 54,497 50,771 46,256 37,415
Quarter ended May 31, 2020 Feb. 29, 2020 Nov. 30, 2019 Aug. 31, 2019
Net finance income^(1)^ $ 28 $ 43 $ 63 $ 26
Net (income) loss^(2)^ 3,352 3,100 (554 ) 3,639
Basic (earnings) loss per share^(3)^ 0.05 0.05 (0.01 ) 0.10
Total assets^(^^2^^)^ 40,545 41,140 41,769 43,633

Notes:

(1) The Company earns income from interest bearing accounts and deposits. Rand balances earn 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 and total assets are affected by the timing and recognition of infrequent, larger transactions.  In November 2019, the Company incurred a gain of $3.1 million on the cancellation of expired warrants.

(3) Basic (earnings) 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. 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 in the foreseeable future all available funds will be invested to finance its business.  The Company plans to consider a dividend policy upon the establishment of positive cash flow.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

5. Related Party Transactions

All amounts receivable and accounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment.  All related party transactions are in the normal course of business and are recorded at consideration established and agreed to by the parties.  Transactions with related parties are as follows (in thousands of dollars):

i. During the period ended May 31, 2021, an amount of $187 thousand ($353 thousand - May 31, 2020) was paid or accrued to independent directors for directors' fees and services.

ii. During the period ended May 31, 2021, the Company was paid or accrued payments of $42 thousand ($40 thousand - May 31, 2020) from West Vault Mining Inc. ("West Vault", formerly West Kirkland Mining Inc.), a company with two directors in common, for accounting and administrative services.

iii. In fiscal 2018, Company closed a private placement with Deepkloof whereby 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.  HCI has exercised its right to nominate one person to the board of directors.  A summary of HCI's share acquisitions from the Company follows:

Common Shares Acquired from the Company by HCI
Date Placee Shares Price US$ Acquisition Method
May 2018 Deepkloof 2,490,900 $1.50 Prospectus Offering
May 2018 Deepkloof 1,509,099 $1.50 Private Placement
February 2019 Deepkloof 2,141,942 $1.33 Private Placement
April 2019 Deepkloof 177,000 $1.70 Exercise of Warrants
June 2019 Deepkloof 80,000 $1.70 Exercise of Warrants
June 2019 Deepkloof 1,111,111 $1.17 Private Placement
August 2019 Deepkloof 6,940,000 $1.32 Private Placement
August 2019 Deepkloof 2,856,000 $1.25 Prospectus Offering
December 2019 Deepkloof 1,612,931 $1.24 Private Placement
June 2020 Deepkloof 500,000 $1.40 Private Placement
October 2020 Deepkloof 1,146,790 $2.18 Private Placement
December 2020 Deepkloof 1,121,076 $2.23 Private Placement
**** **** 21,686,849 **** ****

During 2018 and 2019 HCI also acquired 663,005 shares of the Company in the public market.  During the month of February 2021 HCI reported the sale of 757,833 common shares of the Company.  At May 31, 2021, HCI's ownership of the Company was reported at 21,297,526 common shares, representing a 28.7% interest in the Company.

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 May 31, 2021, there were 74,349,361 common shares, 3,773,320 incentive stock options and 514,992 restricted share units outstanding.  At July 15, the Company had 74,497,675 common shares, 3,738,321 incentive stock options and 514,992 restricted share units outstanding.

Risk Factors

The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on results, business prospects or financial position. For a comprehensive list of the risks and uncertainties affecting our business, please refer to the section entitled "Risk Factors" in the 2020 20-F, which was also filed as the Company's AIF, and the documents incorporated by reference therein.  The Company's 2020 20-F may be found on EDGAR at www.sec.gov and the AIF may be found on SEDAR at www.sedar.com.  Certain risk factors are discussed below in more detail.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

Impact of COVID-19

In December 2019, a novel strain of coronavirus known as SARS-CoV-2 which is responsible for the disease known as COVID-19 surfaced in Wuhan, China and has spread around the world, with resulting business and social disruption. COVID-19 was declared a worldwide pandemic by the World Health Organization on March 11, 2020. The speed and extent of the spread of COVID-19, and the duration and intensity of resulting business disruption and related financial and social impact, are uncertain. Further, the extent and manner to which COVID-19, and measures taken by governments, the Company or others to attempt to reduce the spread of COVID-19, may affect the Company and cannot be predicted with certainty.

COVID-19 and the related measures taken by government have had and may continue to have an adverse impact on many aspects of the Company's business including, employee health, workforce productivity and availability, travel restrictions, contractor availability, supply availability, the Company's ability to maintain its controls and procedures regarding financial and disclosure matters and the availability of insurance and the costs thereof, some of which, individually or when aggregated with other impacts, may be material to the Company.

With effect from March 26, 2020, the Government of South Africa ordered a hard national lockdown until April 21, 2020, where all residents of South Africa could only leave their residence under strictly controlled circumstances (e.g. to buy food, seek medical assistance) in order to address the COVID-19 pandemic.  The hard lockdown was thereafter extended to April 30, 2020. Currently, South Africa is under a phased risk-alert lockdown process, with Level 5 being the hard, drastic lockdown that was imposed during April 2020 and Level 1 being a return to normalcy, but retaining the use of masks, sanitizers, and social distancing. Level 1 was re-implemented on September 21, 2020. The relaxation of the hard lockdown resulted in the number of infections increasing and accelerating in South Africa. In response the Government moved South Africa from Level 1 to an adjusted Level 3 lockdown on December 29, 2020, with further Level 3 adjustments made on January 11, 2020.  On March 1, 2021, South Africa moved to an adjusted Level 1 as a result of significant reductions in new infections.  On May 31, 2021, the country was moved from adjusted level 1 to an adjusted alert level 2, due to a third wave of infections.  On June 15, 2021, the country was moved to alert level 3.  On June 28, 2021, the country was moved to adjusted level 4, with the Delta variant fast becoming the dominant strain in the country.  The Company cannot provide any assurances that governments in Canada or South Africa will not implement measures that result in suspension or reduction of development operations at Waterberg or other projects the Company is involved in.

In addition, the actual or threatened spread of COVID-19 globally, and responses of governments and others to such actual or threatened spread, could also have a material adverse effect on the global economy, could continue to negatively affect financial markets, including the price of palladium and platinum and the trading price of the Company's shares, could adversely affect the Company's ability to raise capital, and could cause continued interest rate volatility and movements that could make obtaining financing or refinancing debt obligations more challenging or more expensive. Furthermore, with regard to the Company, the COVID-19 pandemic and the measures implemented for the prevention, mitigation and management thereof may result in delays in the grant of a water use licence or other authorisations and permits required for the Waterberg Project by reason of regulatory officials not being available, the restriction on the movement of persons to conduct inspections and site visits and the inability to meet with community consultative forums.

Africa Wide

On September 20, 2018, the Company reported receipt of a summons issued by Africa Wide, formerly the holder of a 17.1% interest in Maseve, commencing legal proceedings in South Africa against PTM RSA, Royal Bafokeng Platinum Limited ("RBPlat") and Maseve in relation to the Maseve Transaction. Africa Wide sought to set aside the closed Maseve Transaction.  On an exception application, RBPlat successfully challenged, with costs, Africa Wide's claim on the grounds that its particulars of claim were vague and embarrassing and/or lacked averments necessary to sustain a cause of action. Africa Wide was given leave to amend its particulars of claim and filed amended particulars of claim on April 17, 2019.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

On May 9, 2019, PTM filed notice in the High Court requiring Africa Wide to produce those agreements and documents upon which it has based its claim. Africa Wide responded to the effect that the requested documentation was either in our possession or not required for the defendants to plead. We filed a plea of our defences to Africa Wide's claims on July 19, 2019. RBPlat and Maseve likewise filed pleas of their defences on the same date. All of the defendants, when so doing, also raised a special plea of non-joinder, on the basis that Africa Wide had not, on its own version of the facts and events contended for, joined all parties to the proceedings who have a direct and substantial interest in the relief that Africa Wide sought. After initially resisting these special pleas, Africa Wide has subsequently conceded the need to join additional defendants. Pursuant to bringing a joinder application, Africa Wide joined Royal Bafokeng Resources (Pty) Limited ("RBR") as a 4^th^ defendant to the action and made further amendments to its particulars of claim on June 10, 2020. We delivered a consequentially amended plea on October 2, 2020.

On November 12, 2020, Africa Wide delivered yet a further amendment to its particulars of claim. Africa Wide, in terms of these further amended particulars of claim, seeks to set aside the Maseve sale transaction, and an order directing that RBR return to Maseve all assets received by it pursuant to the sale transaction, and that the shares transferred pursuant thereto, be returned to it. In consequence of this development a case management meeting followed before the judge allocated to deal with this matter, and the judge has directed that the matter proceeds in accordance with the practice directive pertaining to commercial court matters. Further pleadings, statements and documents will be exchanged in the coming months and a provisional trial date has been allocated for the period October 4 to October 12, 2021.  While both the Company and RBPlat believe, after receiving legal advice, that the Africa Wide action, as further amended, remains procedurally, factually and legally defective in certain material respects, no assurance can be provided that we will prevail in this action. If Africa Wide were successful, it could have a material adverse effect on the Company.

9. Outlook

The Company's key business objective is to advance the palladium dominant Waterberg Project to a development and construction decision.  The Company has submitted formal rebuttals to the appeals filed by a number of local groups of individuals in opposition to the grant of the Waterberg Mining Right.  The Company believes that all requirements specified under the MPRDA have been complied with and that DMRE had properly granted the Waterberg Mining Right.  The Waterberg Mining Right currently remains active.  At the time of writing Waterberg JV Co. is in process to mobilize crews to begin early work programmes on site at Waterberg, including the erection of fences, ground clearing, geotechnical drilling and infrastructure engineering and surveying.  The Company continues to work closely with regional and local communities and their leadership on how the mine can be developed to provide optimal outcomes and best value to all stakeholders.

The Company continues to work on advancing project permitting, infrastructure servitudes and community relationships with its partners Implats, JOGMEC, HANWA and Mnombo, through a technical committee of Waterberg JV Co.  The Company and Waterberg JV Co. have begun a process to assess commercial alternatives for mine development, financing and concentrate offtake.  Several parties are currently in discussions with the Company.  The Implats Offtake ROFR allows Implats the opportunity to match any offtake terms offered by a bona fide third party.  Concentrate offtake discussions with Implats also continue.

The markets for palladium, gold and rhodium have been strong in 2020 and 2021, resulting in a higher overall 4E metal basket price.  We expect a strong forward market for platinum, palladium and rhodium based on projections for strong car sales in China, where the largest amount of palladium and rhodium are used, the potential for the emergence of a hydrogen-based economy and the concurrent use of PGEs, as well as the potential for the use of PGEs in new lithium battery technologies.  As the world seeks to decarbonize and look for solutions to climate change, the unique properties of PGEs as powerful catalysts are being applied to various technologies as possible solutions for more efficient energy generation.

The Company's battery technology initiative through Lion with Amplats represents a new opportunity in the high-profile lithium battery research and innovation field. The investment in Lion creates a potential vertical integration with a broader industrial market development strategy to bring new technologies to market which use palladium and platinum.  Research and development efforts by FIU on behalf of Lion continue. Technical results from Lion's research may have application to a majority of lithium ion battery chemistries and the scope of Lion's research work is being expanded.

The Company will continue to follow government health directives in the months ahead and will make the health and safety of employees a priority. The Company plans to drive ahead with its core business objectives while reducing costs where possible in this period of market uncertainty.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

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 Company's annual 2020 20-F, which was also filed as the Company's AIF in Canada.

10. Critical Accounting Estimates and Judgements

The preparation of the Company's consolidated financial statements in conformity with IFRS required management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as income and expenses.  The Company's accounting policies are described in Note 3 of the Company's audited consolidated financial statements for the year ended August 31, 2020.

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 closure 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 and Waterberg JV Resources 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.  From inception to date, the Company has funded both the Company's and Mnombo's share of expenditures on the Waterberg Project.  At May 31, 2021, Mnombo owed the Company approximately $5.5 million for funding provided.  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 omnipotent knowledge of Mnombo's other shareholders activities.  Mnombo's 50.01% shareholders are historically disadvantaged South Africans.  The Company also determined that it controls Waterberg JV Co. given its control over Mnombo as well as its power over the investee.

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 the 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

Management is responsible for establishing and maintaining adequate internal controls over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There has been no change in our internal control over financial reporting during the period ended May 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

12. Other Information

Additional information relating to the Company for the period ended May 31, 2021, 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, 2020, together with the notes thereto as well as the 2020 20-F, which was also filed as the Company's AIF.

PLATINUM GROUP METALS LTD.(A Development Stage Company)<br>Supplementary Information and MD&A<br>For the period ended May 31, 2021

13. List of Directors and Officers

Directors Officers
R. Michael Jones Diana Walters R. Michael Jones (CEO)
Frank R. Hallam John Copelyn Frank R. Hallam (CFO & Corporate Secretary)
Tim Marlow Stuart Harshaw Kris Begic (VP, Corporate Development)
Enoch Gondongwana^1^

^1^ Appointed June 21, 2021

Platinum Group Metals Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

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 May 31, 2021, 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 (File No. 333-231964) 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: July 15, 2021
Platinum Group Metals Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com

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 May 31, 2021.

  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

  1. 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 March 1, 2021 and ended on May 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  July 15, 2021

/s/ R. Michael Jones
R. Michael Jones
Chief Executive Officer
Platinum Group Metals Ltd.: Exhibit 99.5 - Filed by newsfilecorp.com

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 May 31, 2021.

  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

  1. 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 March 1, 2021 and ended on May 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  July 15, 2021

/s/ Frank Hallam
Frank R. Hallam
Chief Financial Officer