Platinum Group Metals Ltd 6-K, filed Jan 14, 2020

Platinum Group Metals Ltd (PLG)

6-K 2020-01-14 For: 2020-01-14

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Added on April 09, 2026

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Platinum Group Metals Ltd filed this 6-K on January 14, 2020.

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	PLATINUM GROUP METALS LTD.


	/s/ Frank Hallam
Date: January 14, 2020	Frank Hallam
	Chief Financial Officer

Exhibit	Description

99.1	Management Information Circular

99.2	Notice and Access Notification

99.3	Form of Proxy

99.4	NI Card

ANNUAL GENERAL MEETING	Notice of Annual General Meeting of Shareholders Management Information Circular
Date:	Thursday, February 20, 2020
Place:	Suite 838 - 1100 Melville Street Vancouver, British Columbia

Time:	11:00 a.m. (Pacific time)

CORPORATE DATA	Head Office 838 - 1100 Melville Street Vancouver, British Columbia Canada V6E 4A6

	Directors and Officers R. Michael Jones, President, Chief Executive Officer & Director Frank R. Hallam, Chief Financial Officer, Corporate Secretary & Director Iain D.C. McLean, Chairman and Director Timothy D. Marlow, Director Diana J. Walters, Director John A. Copelyn, Director Stuart Harshaw, Director Kresimir (Kris) Begic, Vice-President Corporate Development

	Registrar and Transfer Agent Computershare Investor Services Inc. 3^rd Floor - 510 Burrard Street Vancouver, British Columbia Canada V6C 3B9

	Legal Counsel Gowling WLG (Canada) LLP 2300 - 550 Burrard Street Vancouver, British Columbia Canada V6C 2B5

	Auditor PricewaterhouseCoopers LLP 250 Howe Street, Suite 700 Vancouver, British Columbia Canada V6C 3S7

	Stock Exchange Listings Toronto Stock Exchange ("TSX") Symbol: PTM NYSE American LLC ("NYSE American") Symbol: PLG

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS	iii

PROXY SUMMARY	1

ANNUAL GENERAL MEETING DETAILS	1
SHAREHOLDER VOTING MATTERS	1
DIRECTOR NOMINEES	1

PART I - VOTING INFORMATION	3

SOLICITATION OF PROXIES	3
APPOINTMENT OF PROXYHOLDER	3
REVOCATION OF PROXIES	3
INFORMATION FOR NON-REGISTERED SHAREHOLDERS	4
VOTING OF PROXIES	5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF	5

PART II - BUSINESS OF THE MEETING	6

RECEIVING THE CONSOLIDATED FINANCIAL STATEMENTS	6
ELECTION OF DIRECTORS	7
Majority Voting Policy	7
Nominees for Election as Directors	7
APPOINTMENT OF AUDITORS	9
APPROVAL OF AMENDMENT TO THE SHARE COMPENSATION PLAN	9
RE-APPROVAL OF SHARE COMPENSATION PLAN	10

PART III - DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES	11

PART IV - STATEMENT OF EXECUTIVE COMPENSATION	11

COMPENSATION DISCUSSION AND ANALYSIS	11
Officer Compensation Philosophy and Objectives	12
Competitive Compensation	12
Elements of Officer Compensation	13
Base Salary	13
Annual Incentives (Cash Bonus)	14
Long Term Compensation (Option Based and Share Based Awards)	15
Purchase of Financial Instruments	15
Performance Graph	15
Share-Based and Option-Based Awards	17
Summary Compensation Table	18
Incentive Plan Awards	19
Outstanding Share-Based Awards and Option-Based Awards	19
Incentive Plan Awards - Value Vested or Earned During the Year	20
Defined Benefit or Actuarial Plan Disclosure	20
Termination of Employment, Change in Responsibilities and Employment Contracts	20
Significant Conditions or Obligations Attached to Payment and Benefits	23
Clawback Policy	23

PART V - COMPENSATION OF DIRECTORS	24

SCHEDULE OF DIRECTORS' FEES AND NARRATIVE DESCRIPTION	24
OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS TO DIRECTORS	25


INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR	25
DEFERRED SHARE UNIT PLAN FOR DIRECTORS	26

PART VI - OTHER INFORMATION	27

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	27
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	28
Share Compensation Plan	28
Purpose of the Share Compensation Plan	29
Administration of the Share Compensation Plan	29
Number of Common Shares Available for Issuance under the Share Compensation Plan	29
Burn Rate	30
Restrictions on the Award of RSUs and Grant of Options	30
Restricted Share Units	30
Options	32
Transferability	33
Reorganization and Change of Control Adjustments	33
Amendment Provisions in the Share Compensation Plan	34
CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES	35
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	36
MANAGEMENT CONTRACTS	36
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	36
AUDIT COMMITTEE	36
OTHER MATTERS	36
ADDITIONAL INFORMATION	36

SCHEDULE "A" - CORPORATE GOVERNANCE PRACTICES	A1

Date	Location	Time
Thursday, February 20, 2020	Suite 838 - 1100 Melville Street Vancouver, British Columbia	11:00 a.m. (Pacific time)

Matter to be Voted on	Management's Recommendation	Reference Page
Election of Directors	FOR each nominee	Page 7
Appointment of Auditors	FOR	Page 9
Approval of amendment to the Company's Share Compensation Plan	FOR	Page 9
Re-Approval of Company's Share Compensation Plan	FOR	Page 10

Name	Principal Occupation	Year First Appointed	Independent	Committee Participation⁽¹⁾
Name	Principal Occupation	Year First Appointed	Independent	Audit	Compensation	Governance and Nomination
R. Michael Jones	President and Chief Executive Officer of the Company	2002	No
Frank R. Hallam	Chartered Accountant; Chief Financial Officer of the Company	2002	No
Diana J. Walters	Consulting specialist primarily in natural resources, principal investing, investment banking/finance and industry management	2013	Yes	✓	✓ ⁽²⁾	✓
Timothy D. Marlow	Chartered Mining Engineer and Consultant	2011	Yes	✓	✓	✓ ⁽²⁾
John A. Copelyn	Chief Executive Officer, Hosken Consolidated Investments Limited	2018	Yes ⁽³⁾
Stuart Harshaw	Metallurgical Engineer and Consultant	2019	Yes	✓ ⁽⁴⁾	✓ ⁽⁴⁾	✓ ⁽⁴⁾

Authorized Share Structure:	unlimited Common Shares without par value

Issued and Outstanding:	62,347,102 Common Shares as at January 2, 2020 (the "Record Date")

Name	No. of Shares	Percentage
Hosken Consolidated Investments Limited	19,581,988 ⁽¹⁾	31.41%
Franklin Resources, Inc. / Franklin Advisers, Inc.	10,186,044⁽²⁾	16.34%
Liberty Mutual Group Asset Management Inc.	11,061,819 ⁽³⁾	17.74%

Name, Position, Province/State and Country of Residence ⁽¹⁾	Principal Occupation and Occupation During the Past 5 Years	Director since ⁽²⁾	Number of voting securities beneficially owned or controlled or directed, directly or indirectly ⁽³⁾
R. Michael Jones ⁽¹⁰⁾ President, Chief Executive Officer and Director British Columbia, Canada	President and Chief Executive Officer of the Company and a predecessor company from 2000 to present.	Feb. 18, 2002 ⁽⁴⁾	39,559 Common Shares ⁽⁵⁾
Frank R. Hallam ⁽¹⁰⁾ Chief Financial Officer, Corporate Secretary and Director British Columbia, Canada	Chartered Accountant since 1993; Chief Financial Officer of the Company and the founder of a predecessor company from 1983 to present.	Feb. 18, 2002 ⁽⁶⁾	22,963 Common Shares

	01-Sep-14	01-Sep-15	01-Sep-16	01-Sep-17	01-Sep-18	01-Sep-19
Platinum Group Metals Ltd.	100	31	32	7	1	2
S&P/TSX Composite Index	100	89	100	106	117	122
S&P/TSX Global Mining Index	100	63	82	94	90	110

NEO Name and Principal Position	Year⁽¹⁾	Salary ($)	Share- Based Awards⁽²⁾ ($)	Option- Based Awards⁽³⁾ ($)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
NEO Name and Principal Position	Year⁽¹⁾	Salary ($)	Share- Based Awards⁽²⁾ ($)	Option- Based Awards⁽³⁾ ($)	Annual Incentive Plans	Long-term Incentive Plans	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
R. Michael Jones CEO ⁽⁴⁾	2019 2018 2017	525,000 525,000 525,000	30,220 Nil Nil	229,964 6,968 216,375	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	785,184 531,968 741,375
Frank R. Hallam CFO ⁽⁴⁾	2019 2018 2017	475,000 475,000 475,000	27,342 Nil Nil	199,334 6,194 189,550	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	701,676 481,194 664,550
Kresimir (Kris) Begic VP Corporate Development	2019 2018 2017	230,000 230,000 230,000	13,239 Nil Nil	92,010 2,903 106,857	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	335,249 232,903 336,857
Mlibo Mgudlwa VP Platinum Group Metals (RSA) (Pty) Ltd⁽⁵⁾	2019 2018 2017	224,571 235,118 242,409	6,025 Nil Nil	40,120 2,478 86,369	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil 4,129	270,716 237,596 332,908

Name	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options⁽¹⁾ ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)	Market or Payout Value of vested Share-Based Awards not paid out or distributed ($)
R. Michael Jones	375,000	2.61	April 9, 2024	Nil	50,159	130,413	Nil
Frank R. Hallam	325,000	2.61	April 9, 2024	Nil	45,382	117,993	Nil
Kresimir (Kris) Begic	150,000	2.61	April 9, 2024	Nil	21,975	57,135	Nil
Mlibo Mgudlwa	65,000	2.61	April 9, 2024	Nil	10,000	26,000	Nil

	Triggering Event
NEO	Resignation	Termination Without Cause and Resignation for Good Cause	Change of Control
R. Michael Jones	N/A	1,050,000	1,050,000
Frank R. Hallam	N/A	950,000	950,000
Kresimir (Kris) Begic	N/A	230,000	460,000
Mlibo Mgudlwa	N/A	N/A	N/A

Board or Committee Name	Annual Retainer	Per Diem
Board of Directors	$50,000	Nil
Board Chairman	$15,000	Nil
Chair of the Audit Committee	$15,000	Nil
Other Committee Chairs	$10,000	Nil
Special Assignments	Nil	$1,000

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (a)	Weighted-Average Exercise Price of Outstanding Options and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plan Approved By Shareholders	1,777,443	$2.61	4,082,739
Equity Compensation Plan Not Approved By Shareholders	N/A	N/A	N/A
Total	1,777,443⁽¹⁾	$2.61⁽²⁾	4,082,739⁽³⁾

Corporate Governance Disclosure Requirement	The Company's Approach
1. Board of Directors
(a) Disclose identity of directors who are independent.	(a) The following directors have been determined by the Board to be independent, in accordance with National Instrument 58-101, as they are not members of management and, in the view of the Board, they do not have a relationship which could be reasonably expected to, interfere with the exercise of their independent judgement, other than interests and relationships arising from shareholding: Diana Walters, Timothy Marlow, John Copelyn and Stuart Harshaw. Mr. Copelyn is the Chief Executive Officer of HCI, one of the major shareholders of the Company as disclosed in the Information Circular to which this schedule is attached. In determining that Mr. Copelyn is independent, the Board and the Governance and Nomination Committee have taken into account a number of factors, including that: • Mr. Copelyn is not a member of management and receives no compensation from the Company other than fees in relation to his services as a director; • Mr. Copelyn does not personally own, directly or indirectly, any common shares of the Company and has advised the Company that he beneficially owns approximately 8% of the shares of HCI; • HCI has not sought to exercise control over management or the policies of the Company; and • Mr. Copelyn has demonstrated, since becoming a member of the Board in 2018, that he has an interest in the viability, growth and prosperity of the Company and is committed to corporate governance practices that include the engagement and oversight of effective management, as well as the election of independent directors. The Board and the Governance and Nomination Committee will continue to periodically review Mr. Copelyn's independence; and The Company intends to appoint an additional independent director during fiscal year 2020. In the view of the Board and the Governance and Nomination Committee, Mr. Copelyn is able to and does represent the interests of shareholders as he fulfills his duties on the Board
(b) Disclose identity of directors who are not independent and describe the basis for that determination.	(b) The Company's two non-independent directors are R. Michael Jones and Frank R. Hallam, the Company's President/CEO and CFO, respectively. These two directors are non-independent insofar as they have a material relationship with the Company by virtue of their senior executive positions with the Company.

Name	Option-based awards - Value vested during the year⁽¹⁾ ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during the year ($)
R. Michael Jones	Nil	Nil	N/A
Frank R. Hallam	Nil	Nil	N/A
Kresimir (Kris) Begic	Nil	Nil	N/A
Mlibo Mgudlwa	Nil	Nil	N/A

Director Name ⁽¹⁾	Fees Earned ⁽²⁾⁽³⁾ ($)	Share- Based Awards ($)	Option- Based Awards ⁽⁴⁾ ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Iain McLean	66,667	N/A	11,664	38,846	Nil	Nil	117,177
Timothy Marlow	50,000	N/A	11,664	32,451	Nil	Nil	94,115
Diana Walters	50,000	N/A	11,664	32,451	Nil	Nil	94,115
John Copelyn	41,667	N/A	11,664	29,253	Nil	Nil	81,159
Stuart Harshaw	18,750	N/A	11,664	16,392	Nil	Nil	45,381

	Option-Based Awards				Share-Based Awards
Director Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options⁽¹⁾ ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)
Iain McLean	16,800	2.61	April 24, 2024	Nil	N/A	N/A
Timothy Marlow	16,800	2.61	April 24, 2024	Nil	N/A	N/A
Diana Walters	16,800	2.61	April 24, 2024	Nil	N/A	N/A
John Copelyn	16,800	2.61	April 24, 2024	Nil	N/A	N/A
Stuart Harshaw	16,800	2.61	April 24, 2024	Nil	N/A	N/A

	Director	Company
	R. Michael Jones	West Kirkland Mining Inc. (TSX Venture Exchange ("TSXV")) Nextraction Energy Corp. (TSXV)
	Frank R. Hallam	Nextraction Energy Corp. (TSXV)
	Diana J. Walters	Alta Mesa Resources (OTC Pink) Atmos Energy Corporation (NYSE) Trilogy Metals Inc. (TSX, NYSE American)
	John A. Copelyn	Hosken Consolidated Investments Limited (Johannesburg Stock Exchange)
	Stuart Harshaw	Constantine Metal Resources Ltd. (TSXV) International Tower Hill Mines Ltd. (TSX, NYSE American)

(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer's most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.	(e) The Company holds regular quarterly meetings and other meetings as required, at which time the independent directors meet in-camera without the non-independent directors and members of management. The independent directors also meet in-camera on an ad hoc basis. The opinion of the independent directors is sought and duly acted upon for all material matters related to the Company.

(f) Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors.	(f) Iain McLean is the Chairman of the Board and is an independent director. Mr. McLean has extensive business experience as senior executive in several public companies managing operations, listings, capital raising, etc. Mr. McLean also has experience in underground mining operations in the United Kingdom and South Africa. The Chair's role is to facilitate and chair discussions among the Company's independent directors, and to facilitate communication between the independent directors and management. The Chair is also charged with the responsibility of leading the Board and organizing it to function in partnership with, but independently of, management of the Company in order to facilitate the achievement of the goals of the Company. The Chair reviews any comments or requests made by an independent director and oversees the process by which unfettered information to independent directors is made available regarding the Company's activities.

(g) Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer's most recently completed financial year.	(g) Director attendance at Board meetings held during the financial year ended August 31, 2019 is as follows: R. Michael Jones (5/5), Frank Hallam (5/5), Iain McLean (4/5), Diana Walters (5/5), Timothy Marlow (5/5), John Copelyn (4/5), Stuart Harshaw (2/2)

2. Board Mandate

Disclose the text of the Board's written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.	The mandate of the Board is to supervise the management of the Company and to act in the best interests of the Company. The Board acts in accordance with the British Columbia Business Corporations Act; the Company's Articles of Incorporation; the Company's Code of Business Conduct and Ethics; the Mandate of the Board and the charters of the Board's committees and other applicable laws and policies. A majority of the members of the Board shall be independent within the meaning of all applicable Canadian and U.S. securities laws and the rules of the TSX and the NYSE American, unless exempted thereunder. No NYSE American employee or floor member may serve on the Board. The Board approves significant decisions that affect the Company before they are implemented. As a part of its overall responsibility for the stewardship of the Company, the Board assumes responsibility for the following: a. Stewardship The Board sets and supervises standards of corporate governance that create a culture of integrity throughout the Company, and guides the operations of the Company and management in compliance with the Company's constating documents and British Columbia corporate law, securities legislation in each jurisdiction in which the Company is a reporting issuer, and other applicable laws. b. Strategic Planning The Board is actively involved in the Company's strategic planning process. Management discusses and reviews materials relating to the strategic plan with the Board. The Board is responsible for reviewing and approving the strategic plan, which considers the opportunities and risks of the business. Following the completion of each year, the Board undertakes a review of the strategic plan to assess the strengths, weaknesses and overall results of the plan. The Board also receives reports from management throughout the year on the current and proposed operations of the Company and reviews opportunities and assesses risks so that the plan can be adjusted.

	h. Feedback The Company's website facilitates feedback from shareholders by permitting requests for information and sending messages directly to the Company. i. Expectations and Responsibilities of Directors The Board is responsible for determining the committees of the Board that are required to effectively manage certain aspects of the Board's duties, and for ensuring that the committees have the requisite independence, competency and skill. The Board approves and annually reviews the charters of the committees and conducts annual reviews of the performance of the committees. Directors are responsible for attending Board meetings as well as meetings of committees of which the director is a member. Directors are responsible for reviewing meeting materials in advance of the meeting. Directors are responsible for fulfilling the Board's expectations of Directors, as set out in the Position Description - Directors, in respect of: Board Activity; Preparation and Attendance; Communication; Committee Work; and Business, Community and Industry Knowledge. j. Meetings The Board shall meet on at least a quarterly basis. In addition, the independent directors shall meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.
3. Position Descriptions

(a) Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.	(a) The chair of each of the Audit Committee, Compensation Committee and Governance and Nomination Committee has a clear written charter from the Board to carry out his responsibilities. Please refer to: (i) section 3 of the text of the Audit Committee Charter in the AIF for a description of the Audit Committee responsibilities; (ii) item 9 below and the AIF for a description of the Governance and Nomination Committee responsibilities; and (iii) item 7 below and the AIF for a description of the Compensation Committee responsibilities.
(b) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.	(b) The Board has developed a written position description for the CEO. The CEO provides overall leadership and vision in developing the strategic direction of the Company, in consultation with the Board. The CEO also manages the overall business of the Company to ensure the strategic plan is effectively implemented and the results are monitored and reported to the Board. The CEO reports to the Board and maintains a close working relationship with the Chair of the Board.
4. Orientation and Continuing Education

(a) Briefly describe what measures the Board takes to orient new directors regarding i. The role of the Board, its committees and its directors, and ii. The nature and operation of the issuer's business.	(a) The Company does not have a formal orientation and education program for new directors. However, new directors are provided with relevant materials with respect to the Company as well as being oriented on relevant corporate issues by the CEO. The Governance and Nomination Committee reviews, approves and reports to the Board on the orientation process for new directors.
(b) Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.	(b) The Board currently does not provide continuing education for its directors. By using a Board composed of experienced professionals with a wide range of financial, legal, exploration and mining expertise, the Company ensures that the Board operates effectively and efficiently. The Governance and Nomination Committee reviews, approves and reports to the Board on plans for the ongoing development of existing Board members including the provision of continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of the Company's business remains current.
5. Ethical Business Conduct
(a) Disclose whether or not the Board has adopted a written code for the directors, officers and employees. If the Board has adopted a written code: (i) Disclose how a person or company may obtain a copy of the code; (ii) Describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and (iii) Provide a cross-reference to any material change report filed since the beginning of the issuer's most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	(a) Code of Business Conduct and Ethic The Board has adopted a written Code of Business Conduct and Ethics (the "Code") for the directors, officers and employees of the Company. The Code is filed on SEDAR (www.sedar.com). The Code is provided to each director, officer, employee and consultant on an annual basis. In addition, if the Code is amended or revised, then a new copy is distributed. The Governance and Nomination Committee monitors compliance with the Code. Frank Hallam, CFO, has been appointed as the Company's Ethics Officer to ensure adherence to the Code and to report to the Governance and Nomination Committee. Additionally, in order to ensure compliance with the Code, the Board has established an anonymous complaint procedure for financial concerns, and environment and safety concerns. To date, the Company has not been required to file a material change report relating to a departure from the Code. Whistleblower Policy In order to carry out its responsibilities under the Audit Committee Charter, the Audit Committee has adopted a standalone Whistleblower Policy, which is to augment the existing reporting violations and whistleblowing provisions found within the Code; Timely Disclosure, Confidentiality Insider Trading Policy; and Business Integrity Policy. The Whistleblower Policy outlines procedures for the confidential, anonymous submission by directors, officers, employees, consultants and, as appropriate, certain third parties of the Company (collectively, the "Covered Persons") regarding the Company's compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting practices, internal accounting controls or auditing matters (collectively, the "Accounting Concerns"), without fear of retaliation of any kind. Any Covered Person with an Accounting Concern relating to the Company or any subsidiary of the Company may submit their Accounting Concern in writing, by telephone or e-mail by forwarding it to the Chairman of the Audit Committee or to the Company's outside counsels. All submissions will be treated in a confidential and sensitive manner and the Covered Person may have the option to remain anonymous. Further, a submission regarding an Accounting Concern may be made by a Covered Person without fear of dismissal, discipline, demotion, suspension, threat, retaliation or in any manner discrimination against any such Covered Person who submits in good faith an Accounting Concern or provides assistance to the Committee or its designee, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating an Accounting Concern. Promptly following the receipt of any complaints submitted to it, the Audit Committee will investigate each complaint and take appropriate corrective actions. The Whistleblower Policy is reviewed by the Audit Committee on an annual basis and it is posted on the Company's website at www.platinumgroupmetals.net under Corporate Governance.

(b) Describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.	(b) Directors with an interest in a material transaction are required to declare their interest and not participate in, and not vote as a director on, any decision or resolution touching on such transactions. In addition, the Code requires all directors to obtain the specific permission of the Company's Audit Committee or Governance and Nomination Committee (or the Board as a whole, if the potential conflict involves a member of the Audit Committee or the Governance and Nomination Committee) prior to becoming involved in certain activities that create or gives the appearance of a conflict of interest. A thorough discussion of the documentation related to material transaction is required for review by the Board, particularly independent directors.

(c) Describe any other steps that Board takes to encourage and promote a culture of ethical business conduct.	(c) The Board seeks directors who have solid track records in spheres ranging from legal and financial to exploration and mining in order to ensure a culture of ethical business conduct. The Board has also adopted the Code which summarizes the legal, ethical and regulatory standards that the Company must follow to promote integrity and deter wrongdoing. It is a reminder to all directors, officers and employees of the seriousness of the Company's commitment and compliance with the Code and it is mandatory for every director, officer and employee of the Company or any of its subsidiaries to read the Code.

6. Nomination of Directors

(a) Describe the process by which the Board identifies new candidates for Board nomination	(a) All of the Company's directors are involved in the search for new directors. A new director should have direct experience in the mining business and significant public company experience. The nominee must not have a significant conflicting public company association. Experienced mining directors are currently difficult to source as a result of the high level of activity in the mining sector. The Governance and Nomination Committee is responsible for making recommendations on the long-term plan for the composition of the Board that takes into consideration the current strengths, skills and experience on the Board and the strategic direction of the Company. The plan includes: (i) the desired qualifications, demographics, skills and experience for potential directors; (ii) an interview process for potential candidates for Board membership; and (iii) a list of future candidates for Board membership after taking into account the competencies and skills that the Board as a whole should possess, the competencies and skills that the existing directors possess, the competencies and skills of the proposed nominee and the amount of time and resources the proposed nominee can devote as a member of the Board. In addition, the Governance and Nomination Committee is also responsible for making recommendations annually regarding potential nominees for election as members of the Board.

(b) Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process.	(b) The Board has a Governance and Nomination Committee composed entirely of independent directors.

(c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	(c) In addition to the responsibilities listed above, the Governance and Nomination Committee is responsible for providing the Board with recommendations relating to corporate governance in general, including, without limitation: (i) all matters relating to the stewardship role of the Board in respect of the management of the Company, (ii) Board size and composition, including the candidate selection process and the orientation of new member, and (iii) such procedures as may be necessary to allow the Board to function independently of management. The Governance and Nomination Committee meets at least once per year and has used an outside search firm for qualified candidates.

7. Compensation

(a) Describe the process by which the Board determines the compensation for the issuer's directors and officers	(a) The Board reviews the adequacy and form of compensation and compares it to other companies of similar size and stage of development. There is no minimum share ownership requirement of directors. Directors' compensation is in the form of stock options, DSUs and annual fees. The Company's Compensation Committee reviews and recommends to the Board for approval the general compensation philosophy and guidelines for all directors and executive officers, including the CEO. This includes incentive plan design and other remuneration.

(b) Disclose whether or not the Board has a compensation committee composed entirely of independent directors.	(b) The Board has a Compensation Committee composed entirely of independent directors. The Compensation Committee is composed of Diana Walters (Chair), Iain McLean and Timothy Marlow.

(c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.	(c) The Compensation Committee's primary responsibility is to approve or provide the Board with recommendations relating to compensation of executive officers, succession plans for executive officers, human resources policies for executive officers, and administration of the Company's compensation and benefits plans. The Compensation Committee meets annually to review and set the remuneration for the upcoming year.

8. Other Board Committees

If the Board has standing committees other than the audit and compensation committees, identify the committees and describe their function.	The Company has a Governance and Nomination Committee. In addition, the Company has a Disclosure Committee which was established by the CEO and the CFO (together, the "Certifying Officers") to assist in the fulfillment of their responsibility to oversee the accuracy and timeliness of disclosures made by the Company. The Disclosure Committee is composed of the Certifying Officers, and director Timothy Marlow.

9. Assessments

Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees and its individual directors are performing effectively.	The Governance and Nomination Committee is responsible for establishing appropriate processes for the regular evaluation of the effectiveness of the Board, its members, its committees and their charters. It is also responsible for reviewing: (i) the performance of individual directors and committees of the Board; (ii) the performance evaluation of the chair of each Board committee; and (iii) regularly, the performance evaluation of the CEO, including performance against corporate objectives. The Governance and Nomination Committee is in the process of establishing an appropriate process for the regular evaluation of the Board and will conduct regular assessments in accordance with its mandate. Management and directors communicate with shareholders on an ongoing basis, and shareholders are regularly consulted on the effectiveness of Board members and senior staff.

10. Director Term Limits and Other Mechanisms of Board Renewal

Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.	The Company has not adopted term limits for its directors as the Company is of the view that director term limits reduce continuity and experience on the Board and that term limits force valuable, experienced and knowledgeable directors to leave. As such, the Company views term limits as not in the Company's best interests. To ensure adequate board renewal, the Governance and Nomination Committee is responsible for conducting regular director, Board and committee assessments. These assessments will evaluate the tenure and performance of individual directors and review the composition and effectiveness of the Board and its committees. The results of these assessments will be reported to the Board and the Chair, together with recommendations, if any, from the Governance and Nomination Committee comprising the composition of the Board.

11. Policies Regarding the Representation of Women on the Board

(a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so.	The Board currently has one female director representing 14.3% of the directors standing for re-election. In identifying suitable candidates for nomination to the Board, the Governance and Nomination Committee and the Board do not consider the level of representation of women on the Board but rather makes their nomination and appointment decisions based on merit, regardless of gender, by assessing whether a person's skills and experience are appropriate for a Board position. The Company has determined that, due to its current stage of development and the fact that the current nomination and appointment procedures have yielded appropriate candidates for nomination to the Board, it is unnecessary at this time to adopt a written policy regarding the identification and nomination of female directors. The Board also considers the Canadian Charter of Rights and Freedoms in connection with its nomination and appointment procedures.

(b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions, (ii) the measures taken to ensure that the policy has been effectively implemented, (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and (iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy.	N/A

12. Consideration of the Representation of Women in the Director Identification and Selection Process

Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer's reasons for not doing so. See item 11 above.	See item 11 above.

13. Consideration Given to the Representation of Women in Executive Officer Appointments

Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer's reasons for not doing so.	See item 11 above.

14. Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

(a) For purposes of this Item, a "target" means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer's board or in executive officer positions of the issuer by a specific date. (b) Disclose whether the issuer has adopted a target regarding women on the issuer's board. If the issuer has not adopted a target, disclose why it has not done so. (c) Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so. (d) If the issuer has adopted a target referred to in either (b) or (c), disclose: (i) the target, and (ii) the annual and cumulative progress of the issuer in achieving the target.	See item 11 above.

15. Number of Women on the Board and in Executive Officer Positions

(a) Disclose the number and proportion (in percentage terms) of directors on the issuer's board who are women. (b) Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women.	For additional disclosure in respect of the Company's directors and executive officers, please see sections titled Election of Directors and Compensation Discussion and Analysis of this Information Circular.