Platinum Group Metals Ltd 6-K, filed Jan 20, 2023

Platinum Group Metals Ltd (PLG)

6-K 2023-01-20 For: 2023-02-28

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Added on April 09, 2026

About this 6-K

Platinum Group Metals Ltd filed this 6-K on January 20, 2023.

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	PLATINUM GROUP METALS LTD.

	/s/ Frank Hallam
Date: January 20, 2023	Frank Hallam
	President and Chief Executive 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:	Tuesday, February 28, 2023

Place:	Suite 838 - 1100 Melville Street Vancouver, British Columbia



Time:	10:00 a.m. (Pacific time)

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

	Directors and Officers Frank Hallam, President, Chief Executive Officer & Director Diana Walters, Chairperson & Director John Copelyn, Director Timothy Marlow, Director Stuart Harshaw, Director Mpho Makwana, Director Gregory Blair, Chief Financial Officer Kresimir (Kris) Begic, Vice-President Corporate Development Vilma (Mimy) Fernandez-Maldonado, Corporate Secretary

	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	6
Majority Voting Policy	6
Nominees for Election as Directors	7
APPOINTMENT OF AUDITORS	10
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	13
Elements of Officer Compensation	13
Base Salary	14
Annual Incentives (Cash Bonus)	15
Long Term Compensation (Option-Based and Share-Based Awards)	16
Purchase of Financial Instruments	16
Performance Graph	16
Share-Based and Option-Based Awards	17
Summary Compensation Table	17
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	21
Termination of Employment, Change in Responsibilities and Employment Contracts	21
Significant Conditions or Obligations Attached to Payment and Benefits	23
Clawback Policy	24

PART V - COMPENSATION OF DIRECTORS	24

SCHEDULE OF DIRECTORS' FEES AND NARRATIVE DESCRIPTION	25
OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS TO DIRECTORS	25
INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR	26

DEFERRED SHARE UNIT PLAN FOR DIRECTORS	27

PART VI - OTHER INFORMATION	28

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	28
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	28
Share Compensation Plan	29
Purpose of the Share Compensation Plan	29
Administration of the Share Compensation Plan	30
Number of Common Shares Available for Issuance under the Share Compensation Plan	30
Burn Rate	30
Restrictions on the Award of RSUs and Grant of Options	30
Restricted Share Units	31
Options	32
Transferability	34
Reorganization and Change of Control Adjustments	34
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	37
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	37
AUDIT COMMITTEE	37
OTHER MATTERS	37
ADDITIONAL INFORMATION	37

SCHEDULE "A" - CORPORATE GOVERNANCE PRACTICES	A1

SCHEDULE "B" - ESG APPROACH	B1

Meeting Date	Location	Time
Tuesday, February 28, 2023	Suite 838 - 1100 Melville Street Vancouver, British Columbia	10:00 a.m. (Pacific time)

Matter to be Voted on	Management's Recommendation	Reference Page
Election of Directors	FOR each nominee	Page 6
Appointment of Auditors	FOR	Page 10
Re-Approval of Company's Share Compensation Plan	FOR	Page 10

Name	Principal Occupation	Year First Appointed	Independent	Committee Participation
Name	Principal Occupation	Year First Appointed	Independent	Audit	Compen- sation	Governance and Nomination	Environmental, Health, Safety and Technical Advisory
Frank Hallam	Chief Executive Officer of the Company since 2021; previously Chief Financial Officer and Corporate Secretary of the Company; Chartered Accountant	2002	No
Diana Walters ⁽¹⁾	Independent Director and Financial Consultant	2013	Yes		✓⁽²⁾	✓	✓
Timothy Marlow	Chartered Mining Engineer and Consultant	2011	Yes	✓	✓	✓ ⁽²⁾	✓
John Copelyn	Chief Executive Officer, Hosken Consolidated Investments Limited	2018	Yes ⁽³⁾
Stuart Harshaw	President and Chief Executive Officer, Nickel Creek Platinum Corp.	2019	Yes	✓⁽²⁾	✓		✓⁽²⁾
Paul Mpho Makwana	Chairman, Epitome Investments (Pty) Ltd.	2022	Yes	✓		✓

Authorized Share Structure:	unlimited Common Shares without par value

Issued and Outstanding:	100,206,046 Common Shares as at January 13, 2023 (the "Record Date")

Name	No. of Shares	Percentage
Hosken Consolidated Investments Limited ("HCI")	24,837,349 ⁽¹⁾	24.79%
Franklin Resources, Inc. / Franklin Advisers, Inc.	13,991,774 ⁽²⁾	13.96%

Belo Sun Mining Corp.	Mineral Alamos Inc.	Sabina Gold & Silver Corp.
Caledonia Mining Corp. PLC	Northern Dynasty Minerals Ltd..	Tanzanian Gold Corp.
Eastern Platinum Ltd.	Orezone Gold Corp.	Trilogy Metals Inc.
Gabriel Resources Ltd.	Perpetua Resources Corp.	Troilus Gold Corp.
Int'l Tower Hill Mines Ltd.	Polymet Mining Corp	Vista Gold Corp.
Marathon Gold Corporation	Rio2 Ltd.	Wallbridge Mining Co. Ltd.

	01-Sep-17	01-Sep-18	01-Sep-19	01-Sep-20	01-Sep-21	01-Sep-22
Platinum Group Metals Ltd.⁽¹⁾	100	16	30	37	38	20
S&P/TSX Composite Index⁽¹⁾	100	110	115	120	154	147
S&P/TSX Global Mining Index⁽¹⁾	100	96	117	157	168	149

NEO Name and Principal Position	Year⁽¹⁾	Salary ($)	Share- Based Awards⁽²⁾⁽⁴⁾ ($)	Option- Based Awards⁽³⁾⁽⁴⁾ ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)	Total Compensation ($)
NEO Name and Principal Position	Year⁽¹⁾	Salary ($)	Share- Based Awards⁽²⁾⁽⁴⁾ ($)	Option- Based Awards⁽³⁾⁽⁴⁾ ($)	Annual Incentive Plans	Long- term Incentive Plans	All Other Compensation ($)	Total Compensation ($)
Frank Hallam President and CEO ⁽⁵⁾	2022 2021 2020	475,000 475,000 475,000	212,877 226,481 96,957	1,193,089 1,107,613 377,627	35,500 35,500 Nil	Nil Nil Nil	Nil Nil Nil	1,915,466 1,844,594 949,584
Greg Blair CFO ⁽⁶⁾	2022 2021 2020	156,200 137,100 135,600	55,498 45,610 27,809	141,765 137,348 62,654	13,000 12,000 12,000	Nil Nil Ni	Nil Nil Ni	366,463 332,058 238,063
Kresimir (Kris) Begic VP Corp. Development	2022 2021 2020	230,000 230,000 230,000	98,687 100,799 42,059	530,647 493,490 170,621	19,000 18,000 Nil	Nil Nil Nil	Nil Nil Nil	878,334 842,289 442,680
Mlibo Mgudlwa Vice President, PTM RSA⁽⁷⁾	2022 2021 2020	203,139 239,333 202,300	121,651 40,947 19,863	11,758 118,081 54,301	Nil 8,000 Nil	Nil Nil Nil	Nil Nil Nil	376,190 406,361 276,464
Schalk Engelbrecht Finance Executive, PTM RSA ⁽⁷⁾	2022 2021 2020	142,910 N/A N/A	131,935 46,353 Nil	234,459 99,515 46,908	15,000 12,000 Nil	Nil Nil Nil	68,504 214,821 142,457	592,808 372,689 189,365

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 been vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)	Market or Payout Value of vested Share-Based Awards not paid out or distributed ($)
Frank Hallam	275,000 300,000 450,000 500,000	2.61 1.81 6.58 2.32	Apr 9, 2024 Dec 2, 2024 Dec 16, 2025 Dec 15, 2026	N/A 42,000 N/A N/A	950,000	1,852,500	Nil

Board or Committee Name	Annual Retainer (US$)	Per Diem (US$)
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/day

Corporate Governance Disclosure Requirement	The Company's Approach
1. Board of Directors

(a) Disclose identity of directors who are independent.	The Board is currently comprised of six directors, one of whom (Frank Hallam) has been a director since the Company's recognition date in 2002 and is the Company's current President and CEO. 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, John Copelyn, Timothy Marlow, Stuart Harshaw and Mpho Makwana. 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 considered 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. 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. The Board and the Governance and Nomination Committee will continue to periodically review Mr. Copelyn's independence.

(b) Disclose identity of directors who are not independent and describe the basis for that determination.	The Company's non-independent director is Frank Hallam, the Company's President and CEO, and former CFO and Corporate Secretary. Mr. Hallam is a non-independent director as he has a material relationship with the Company by virtue of his senior executive positions with the Company.

(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the Board does to facilitate its exercise of independent judgment in carrying out its responsibilities.	A majority of the Board is independent.

(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	The following proposed directors are currently also directors of other issuers as listed:


(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.	The opinion of the independent directors is sought and duly acted upon for all material matters related to the Company. During the financial year ended August 31, 2022 the independent directors held one meeting at which the non-independent director and members of management were not in attendance. The independent directors exercise their responsibilities for independent oversight of management and provide leadership through their majority position on the Board and ability to meet independently of management whenever deemed necessary. The independent directors also meet in-camera on an ad hoc basis. Diana Walters, non-executive Chair of the Board, chairs the meetings of the independent directors and reports to the Board as required.

(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.	Diana Walters is the non-executive Chair of the Board and is an independent director. Ms. Walters has extensive business experience in the natural resources sector, both as an investment banker and in operating roles. 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.

Corporate Governance Disclosure Requirement	The Company's Approach
(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.	Director attendance at Board and Committee meetings held during the financial year ended August 31, 2022 is as follows:

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 ($)
Frank Hallam	1,193,089	212,877	35,500
Gregory Blair	530,647	55,498	13,000
Kresimir (Kris) Begic	141,765	98,687	19,000

	Triggering Event
NEO	Resignation	Termination Without Cause and Resignation for Good Cause	Change of Control
Frank Hallam	N/A	950,000	950,000
Gregory Blair	N/A	N/A	78,750
Kresimir (Kris) Begic	N/A	230,000	460,000
Mlibo Mgudlwa	N/A	N/A	N/A
Schalk Engelbrecht	N/A	N/A	446,490

Director Name ⁽¹⁾⁽⁶⁾	Fees Earned ⁽²⁾ ($)	Share- Based Awards ($)	Option- Based Awards ⁽⁵⁾ ($)	Non-Equity Incentive Plan Compensation ⁽⁷⁾ ($)	All Other Compensation ($)	Total ($)
Timothy Marlow ⁽³⁾	77,124	Nil	3,128	1,949	Nil	82,201
Diana Walters ⁽³⁾	96,406	Nil	3,128	2,071	Nil	101,605
John Copelyn ⁽⁴⁾	64,271	Nil	3,128	1,949	Nil	69,348
Stuart Harshaw ⁽³⁾	97,109	Nil	3,128	2,681	Nil	102,918
Mpho Makwana ⁽⁶⁾	33,085	Nil	9,620	Nil	Nil	42,705

	Option-Based Awards				Share-Based Awards ⁽²⁾
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 ($)
Timothy Marlow	11,200 8,000 21,000	2.61 1.81 2.32	Apr 24, 2024 Dec 2, 2024 Dec 15, 2025	N/A 1,120 N/A	20,000	39,000
Diana Walters	16,800 12,000 21,000	2.61 1.81 2.32	April 24, 2024 Dec 2, 2024 Dec 15, 2025	N/A 1,680 N/A	20,000	39,000

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	4,036,249	$3.45 ⁽²⁾	5,858,988
Equity Compensation Plan Not Approved By Shareholders	N/A	N/A	N/A
Total	4,036,249 ⁽¹⁾	$3.45 ⁽²⁾	5,858,988 ⁽³⁾

Corporate Governance Disclosure Requirement	The Company's Approach

	Director	Company
	Diana Walters	Atmos Energy Corporation (NYSE) Trilogy Metals Inc. (TSX, NYSE American)
	Frank Hallam	FRX Innovations Inc. (TSX-V)
	John Copelyn	Hosken Consolidated Investments Limited and its subsidiaries Southern Sun Limited, Deneb Investments Limited, Tsogo Sun Gaming Limited and eMedia Holdings Ltd. (JSE)⁽¹⁾Montauk Renewables, Inc. (NASDAQ) Africa Energy Corp. (TSX-V, NASDAQ)
	Stuart Harshaw	Nickel Creek Platinum Corp. (TSX, OTCQB) International Tower Hill Mines Ltd. (TSX, NYSE American)
	Mpho Makwana	Nedbank Group Limited ⁽²⁾(JSE) Invicta Group Limited (JSE)
	Note: (1) Johannesburg Stock Exchange (2) Term expiring on May 2023.

	Director Name	Board	Committees				Indep. Directors
	Director Name	Board	Audit	Comp.	Gov. and Nomin.	EHST	Indep. Directors
	Diana Walters	5/5	2/2	3/3	3/3	2/2	1/1
	Frank Hallam	5/5
	Timothy Marlow	5/5	4/4	3/3	3/3	2/2	1/1
	John Copelyn	5/5					1/1
	Stuart Harshaw	5/5	4/4	3/3	3/3	2/2	1/1
	Mpho Makwana	3/3	2/2

2. Board Mandate

Corporate Governance Disclosure Requirement	The Company's Approach

	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.	The chair of each of the Audit Committee, Compensation Committee, Governance and Nomination Committee and Environmental, Health, Safety and Technical Advisory Committee (the "EHST 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.	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.	Proposed new directors are provided with an information package regarding the business and operations of the Company which fully apprises them of such matters and of the duties and responsibilities of the directors pursuant to applicable law and policy. Orientation of new directors includes briefings with the Chair of the Board, the Audit, Compensation and Governance and Nomination Committees and the independent directors. New directors also receive access to senior management to being oriented on relevant issues, current business strategies and historical information about the Company. They are also provided with all corporate charters, position descriptions and policies.

(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.	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. 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.

Corporate Governance Disclosure Requirement	The Company's Approach
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.	Code of Business Conduct and Ethic The Board has adopted a written Code of Business Conduct and Ethics (the "Code of Conduct") for the directors, officers and employees of the Company. The Code of Conduct is filed on SEDAR at www.sedar.com and is also available on the Company's website at www.platinumgroupmetals.net under Corporate Governance The Code of Conduct is provided to each director, officer, employee and consultant on an annual basis. In addition, if the Code of Conduct is amended or revised, then a new copy is distributed. The Governance and Nomination Committee monitors compliance with the Code of Conduct. To ensure adherence to the Code of Conduct 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 (refer to Whistleblower Policy below). 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 of Conduct; 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. Commitment to Anti-Bribery Conduct The Code of Conduct emphasizes a theme that is also central to the Company's commitment to anti-bribery conduct: be ethical. The Company is committed to acting in line with applicable anti-bribery law, our values and principles. Platinum Group's business activities are based quality, and service, and we do not provide bribes or other improper incentives. The Commitment to Anti-Bribery Conduct (the "Anti-Bribery Conduct") has been designed and adopted to complement and expand on the existing Code of Conduct and to ensure compliance with applicable anti-bribery law, including the Canadian Corruption of Foreign Public Officials Act, S.C. 1998, c.34, the U.S. Foreign Corrupt Practices Act, 1977, and the South African Prevention and Combating of Corrupt Activities Act, 2004.

Corporate Governance Disclosure Requirement	The Company's Approach
	The Company is committed to adhere to the utmost integrity and professionalism in its business activities and expects adherence to the Anti-Bribery Conduct by its directors, officers, employees, contractors, and "stakeholders" (being any group or individual who can affect or is affected by the achievement of the Company's objectives, including third parties who interact with government officials on the Company's behalf). Any violation of the Anti-Bribery Conduct will be taken seriously and will lead to the imposition of appropriate disciplinary measures, up to and including termination of employment/consulting arrangements. All known or suspected violations of the Anti-Bribery Conduct should be reported either directly to the Ethics Officer, Governance and Nomination Committee Chair or as otherwise permitted under the Company's internal reporting procedures. As set out in the Code of Conduct the Company will not allow any harassment, retaliation or any type of discrimination against a director, officer, employee or contractor who acts in good faith in reporting any violation. The Anti-Bribery Policy will be reviewed by the Governance and Nomination Committee on an annual basis and it is posted on the Company's website at www.platinumgroupmetals.net under Corporate Governance. Human Rights Policy The Company is committed to promoting a culture of respect for human rights and inclusion. To meet its commitment, the Company strives to safeguard the promotion of human rights in the workplace and integrate human rights into its due diligence and risk assessment processes and seeks constructive dialogue and partnerships with stakeholders affected by its activities. In December 2021, the Company formalized and adopted a human rights policy (the "Human Rights Policy"), which confirms the Company's committed to promoting a culture of respect for human rights and inclusion that aligns with the United Nations Guiding Principles on Business and Human Rights, the International Labor Organization's Declaration on Fundamental Principles and Rights at Work, international humanitarian law and applicable local human rights legislation. A copy of the Human Rights Policy is available 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.	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.	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 adopted the Code of Conduct 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 of Conduct and it is mandatory for every director, officer and employee of the Company or any of its subsidiaries to read the Code of Conduct. The Board has also adopted the Commitment to Anti-Bribery Conduct which has been designed to complement and expand on the existing Code of Conduct and to ensure compliance with applicable anti-bribery law.

Corporate Governance Disclosure Requirement	The Company's Approach

6. Nomination of Directors

(a) Describe the process by which the Board identifies new candidates for Board nomination	The Governance and Nomination Committee serves the function of a nominating committee and is formally responsible for coordinating the recruitment and recommendation of new candidates and for recommending such candidates to the Board. When contemplating a new Board member, the Governance and Nomination Committee considers the current strengths, skills and experience on the Board and the strategic direction of the Company and assesses the competencies and skills of the current Board members. Based on the expertise already represented on the Board, the Corporate Governance and Nomination Committee then identifies the desired qualifications, demographics, skills and experience for potential directors in light of the opportunities and risks facing the Company. Potential candidates are screened to ensure they possess the requisite qualities including integrity, business judgment and experience, business or professional experience, mining and/or natural resource experience, ESG experience, independence from management, international experience, financial literacy, communications skills, the ability to work well with the Board and management and the amount of time and resources the proposed nominee can devote as a member of the Board. The Governance and Nomination Committee, from time to time, hires an independent executive search firm to assist in the search for new members. The Governance and Nomination Committee is responsible for making recommendations on the long-term plan for the composition of the Board and maintaining a list of future candidates for Board membership. 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.	The Board has a Governance and Nomination Committee composed entirely of independent directors. The Governance and Nomination Committee is composed of Timothy Marlow (Chair), Mpho Makwana and Diana Walters.

(c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	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	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.

Corporate Governance Disclosure Requirement	The Company's Approach
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 16.7% of the directors standing for 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.

Corporate Governance Disclosure Requirement	The Company's Approach
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.