0001062993-12-000275.txt : 20120126 0001062993-12-000275.hdr.sgml : 20120126 20120125194359 ACCESSION NUMBER: 0001062993-12-000275 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20120125 FILED AS OF DATE: 20120126 DATE AS OF CHANGE: 20120125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM GROUP METALS LTD CENTRAL INDEX KEY: 0001095052 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33562 FILM NUMBER: 12545847 BUSINESS ADDRESS: STREET 1: 328 - 550 BURRARD STREET STREET 2: SUITE 800 CITY: VANCOUVER STATE: A1 ZIP: V6C 2B5 BUSINESS PHONE: 6048995450 MAIL ADDRESS: STREET 1: 328 - 550 BURRARD STREET STREET 2: SUITE 800 CITY: VANCOUVER STATE: A1 ZIP: V6C 2B5 FORMER COMPANY: FORMER CONFORMED NAME: NEW MILLENNIUM METALS CORP DATE OF NAME CHANGE: 19990915 6-K 1 d6k.htm FORM 6-K Platinum Group Metals Ltd.: Form 6-K - Filed by newsfilecorp.com

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 OF THE SECURITIES EXCHANGE ACT OF 1934

For the period of December 22, 2011 to January 25, 2012

Commission File Number 001-33562

Platinum Group Metals Ltd.
(Translation of registrant's name into English)

Suite 328 – 550 Burrard Street, Vancouver BC, V6C 2B5, CANADA
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 

Form 20-F     

[           ]

Form 40-F     

[X]

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) [           ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes [  ]           No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________

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, on July 11, 2011.

  Platinum Group Metals Ltd.
   
Date: January 25, 2012 By:   /s/ R. Michael Jones                                     
         R. Michael Jones
         Director & CEO
   



EXHIBIT INDEX

  99.1 Interim Financial Statements For the Three Months Ended November 30, 2011
  99.2 Interim MD&A For the Three Months Ended November 30, 2011
  99.3 Certification of Interim Filings - CEO
  99.4 Certification of Interim Filings - CFO
  99.5 News Release dated January 25, 2012


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Platinum Group Metals Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

Platinum Group Metals Ltd.
(Exploration and Development Stage Company)

Consolidated Financial Statements (unaudited)
For the quarter ended November 30, 2011

Filed: January 25, 2012



PLATINUM GROUP METALS LTD.
(An exploration and development stage company)
Condensed Consolidated Interim Statements of Financial Position
(Unaudited)
(expressed in Canadian dollars)   Nov 30, 2011     Aug. 31, 2011     Sept 1, 2010  
          (Note 14 )   (Note 14 )
ASSETS                  
Current                  
     Cash and cash equivalents $  53,090,619   $  64,118,931   $  2,366,136  
     Amounts receivable (Note 4 (a))   2,953,982     1,845,113     1,270,548  
     Prepaid expenses and other assets (Note 4 (b))   224,336     109,595     69,382  
Total current assets   56,268,937     66,073,639     3,706,066  
Restricted cash (Note 5 (a (iii)))   41,990,822     47,719,829     160,376  
Prepaid expenses and other assets (Note 4 (b))   100,770     2,598,273     -  
Assets held for sale (Note 7)   873,936     972,819     1,004,852  
Performance bonds (Note 5 (a (iv)))   1,940,714     2,161,698     -  
Exploration and evaluation assets (Note 6)   10,640,520     10,728,034     9,568,023  
Property, plant and equipment (Note 5)   145,568,395     150,532,791     111,955,417  
Total assets $  257,384,094   $  280,787,083   $  126,394,734  
                   
LIABILITIES                  
Current                  
     Accounts payable and accrued liabilities $  6,090,663   $  5,982,055   $  2,270,008  
Total current liabilities   6,090,663     5,982,055     2,270,008  
                   
Deferred income taxes   11,599,086     12,911,493     15,485,932  
Asset retirement obligation (Note 8)   579,769     645,369     -  
Total liabilities   18,269,518     19,538,917     17,755,940  
                   
SHAREHOLDERS' EQUITY                  
                   
Share capital (Note 9)   256,312,632     256,312,632     91,794,123  
Other reserves (Note 5 (a (iii)))   (21,015,603 )   (20,221,500 )   -  
Contributed surplus   16,838,249     13,816,233     10,929,202  
Accumulated other comprehensive income   (26,292,211 )   (6,449,734 )   -  
Deficit   (19,446,293 )   (14,126,263 )   (5,234,013 )
Total shareholders' equity attributable to shareholders of the Company   206,396,774     229,331,368     97,489,312  
Non-controlling interest (Note 5(a (ii)))   32,717,802     31,916,798     11,149,482  
Total Shareholders'equity   239,114,576     261,248,166     108,638,794  
Total liabilities and shareholders' equity $  257,384,094   $  280,787,083   $  126,394,734  

CONTINGENCIES AND COMMITMENTS (NOTE 11)
SUBSEQUENT EVENTS (NOTE 15)

Approved by the Board of Directors and authorized for issue on January 19, 2012

"Iain McLean"                  
Iain McLean, Director

"Eric Carlson"                   
Eric Carlson, Director

See accompanying notes to the consolidated financial statements.



PLATINUM GROUP METALS LTD.
(An exploration and development stage company)
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Unaudited)
(expressed in Canadian dollars)

    Three Months     Three Months  
    Ended     Ended  
    November 30, 2011     November 30, 2010  
          (Note 14 )
EXPENSES            
   General and administrative $  1,310,748   $  1,244,750  
   Foreign exchange loss (gain)   3,175,254     (189,252 )
   Stock compensation expense   1,910,219     3,519,948  
    (6,396,221 )   (4,575,446 )
Finance income   1,083,092     164,937  
Loss for the period before income tax   (5,313,129 )   (4,410,509 )
Future income tax recovery   -     75,300  
Loss for the period   (5,313,129 )   (4,335,209 )
Income attributable to non-controlling interest   6,901     -  
Loss attributable to the shareholders of            
Platinum Group Metals Ltd. $  (5,320,030 ) $  (4,335,209 )
             
Other comprehensive (loss) income            
 Foreign currency translation adjustment   (19,842,478 )   349,085  
Comprehensive loss for the period $  (25,162,508 ) $  (3,986,124 )
             
Basic loss per common share $  (0.03 ) $  (0.03 )
Diluted loss per common share $  (0.03 ) $  (0.03 )
Weighted-average number of common shares outstanding - Basic   177,584,542     125,935,299  
Weighted-average number of common shares outstanding - Diluted   177,584,542     125,935,299  

See accompanying notes to the consolidated financial statements.



PLATINUM GROUP METALS LTD.
(An exploration and development stage company)
Condensed Consolidated Interim Statement of Changes in Equity
(expressed in Canadian dollars)
(Unaudited)

    Common shares                       Accumulated              
    without par value                       other              
                Contributed     Non-controlling     Other     comprehensive              
    Shares     Amount     surplus     interest     reserves     income     Deficit     Total  
Balance, September 1, 2010 (Note 14)   93,964,792   $  91,794,123   $  10,929,202   $  11,149,482   $  -   $  -   $  (5,234,013 ) $  108,638,794  
Issuance of common shares for cash   70,150,000     135,365,649     -     -     -     -     -     135,365,649  
Issued on exercise of stock options   110,000     218,422     (44,422 )   -     -     -     -     174,000  
Issued on exercise of w arrants   4,416,900     9,592,887     (1,863,311 )   -     -     -     -     7,729,576  
Stock based compensation   -     -     3,708,348     -     -     -     -     3,708,348  
Income attributable to non-controlling interest   -     -     -     301,143     -     -     -     301,143  
Translation difference   -     -     -     -     -     349,085     -     349,085  
Net loss   -     -     -     -     -     -     (4,335,209 )   (4,335,209 )
Balance, November 30, 2010 (Note 14)   168,641,692     236,971,081     12,729,817     11,450,625     -     349,085     (9,569,221 )   251,931,387  
Issued on exercise of stock options   826,500     1,713,979     (423,699 )   -     -     -     -     1,290,280  
Issued on exercise of w arrants   8,116,350     17,627,572     (3,423,962 )   -     -     -     -     14,203,610  
Stock based compensation   -     -     4,934,077     -           -     -     4,934,077  
Equity attributable to non-controlling interest   -     -     -     20,221,500     (20,221,500 )   -     -     -  
Income attributable to non-controlling interest   -     -     -     244,673     -     -     -     244,673  
Translation difference   -     -     -     -     -     (6,798,819 )   -     (6,798,819 )
Net loss   -     -     -     -     -     -     (4,557,042 )   (4,557,042 )
Balance, August 31, 2011 (Note 14)   177,584,542     256,312,632     13,816,233     31,916,798     (20,221,500 )   (6,449,734 )   (14,126,263 )   261,248,166  
Stock based compensation   -     -     3,022,016     -           -     -     3,022,016  
Equity attributable to non-controlling interest   -     -     -     794,103     (794,103 )   -     -     -  
Income attributable to non-controlling interest   -     -     -     6,901           -     -     6,901  
Translation difference   -     -     -     -           (19,842,477 )   -     (19,842,477 )
Net loss   -     -     -     -           -     (5,320,030 )   (5,320,030 )
Balance, November 30, 2011   177,584,542   $  256,312,632   $  16,838,249   $  32,717,802   $  (21,015,603 ) $  (26,292,211 ) $  (19,446,293 )   239,114,576  

See accompanying notes to the consolidated financial statements.



PLATINUM GROUP METALS LTD.
(An exploration stage company)
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)
(expressed in Canadian dollars)

    Three Months     Three Months  
    Ended     Ended  
    Nov. 30, 2011     Nov. 30, 2010  
OPERATING ACTIVITIES         (Note 14 )
   Loss for the period $  (5,320,030 ) $  (4,335,209 )
   Add items not affecting cash:            
     Amortization   98,468     20,436  
     Future income tax recovery   -     (75,300 )
     Foreign exchange loss (gain)   3,175,254     (189,252 )
     Non-cash stock compensation expense   1,910,219     3,519,948  
   Net change in non-cash working            
       capital (Note 12)   1,696,689     697,823  
    1,560,600     (361,554 )
             
FINANCING ACTIVITIES            
   Issuance of common shares   -     143,269,225  
    -     143,269,225  
             
INVESTING ACTIVITIES            
   Acquisition of property, plant and equipment   (8,018,624 )   (781,441 )
   Exploration expenditures, net of recoveries   (554,980 )   (75,737 )
   South African VAT receivable   (964,693 )   -  
   Performance bonds   1,255     -  
   Investment in Mnombo (Note 6)   (75,300 )   -  
   Restricted cash   878,459     -  
    (8,733,883 )   (857,178 )
Net (decrease) increase in cash and cash equivalents   (7,173,283 )   142,050,493  
Effect of foreign exchange on cash and cash equivalents   (3,855,029 )   105,143  
Cash and cash equivalents, beginning of year   64,118,931     2,366,136  
Cash and cash equivalents, end of period $  53,090,619   $  144,521,772  

See accompanying notes to the consolidated financial statements.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months November 30, 2011

1.

NATURE OF OPERATIONS

   

Platinum Group Metals Ltd. (the “Company”) is a British Columbia corporation incorporated on February 18, 2002 by an order of the Supreme Court of British Columbia approving an amalgamation between Platinum Group Metals Ltd. and New Millennium Metals Corporation. The Company’s shares are publicly listed on the Toronto Stock Exchange in Canada and the NYSE- Amex in the United States. The Company’s address is Suite 328-550 Burrard Street, Vancouver, British Columbia, V6C 2B5.

   

The Company is an exploration and development company conducting work on mineral properties it has staked or acquired by way of option agreements in Canada and the Republic of South Africa.

   
2.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

   

The Canadian Accounting Standards Board (“AcSB”) confirmed in February 2008 that International Financial Reporting Standards (“IFRS”) will replace Canadian generally accepted accounting principles (“Canadian GAAP”) for publicly accountable enterprises for financial periods beginning on or after January 1, 2011. The Company has adopted IFRS as at September 1, 2011 with a transition date of September 1, 2010.

   

These condensed interim consolidated financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, including IAS 34, and IFRS 1. Subject to certain transition elections disclosed in note 13, the Company has consistently applied the same accounting policies in its opening IFRS statement of financial position at September 1, 2010 and throughout all periods presented, as if these policies had always been in effect. Note 13 discloses the impact of the transition to IFRS on the company's reported financial position and financial performance, including the nature and effect of significant changes in accounting policies from those used in the company's consolidated financial statements for the year ended August 31, 2011. Comparative figures for 2011 in these financial statements have been restated to give effect to these changes.

   

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as of January 19, 2012, the date the Board of Directors approved the statements. Any subsequent changes to IFRS that are given effect in the company's annual consolidated financial statements for the year ending August 31, 2012 could result in restatement of these interim consolidated financial statements, including the transition adjustments recognized on changeover to IFRS.

   

The condensed consolidated interim financial statements should be read in conjunction with the company's Canadian GAAP annual financial statements for the year ended August 31, 2011.

   

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss which are stated at their fair value. In addition these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

   

The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates in previous annual periods.

   

These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. The Company’s subsidiaries are as follows:

   

Platinum Group Metals (RSA) (Pty) Ltd. - Johannesburg, RSA (100% ownership) Maseve Investments 11 (Pty) Ltd. - Johannesburg, RSA (74% ownership)



Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

Wesplats Holdings (Pty) Limited - Johannesburg, RSA (100% ownership) Platinum Group Metals (Barbados) Ltd., Barbados (100% ownership)

   

All significant inter-company transactions and balances have been eliminated upon consolidation.

   
3.

SIGNIFICANT ACCOUNTING POLICIES

   

The principal accounting policies applied in the preparation of these condensed consolidated financial statements are set out below.

   

Cash and cash equivalents

   

Cash and cash equivalents consist of cash and short-term deposits, which are readily convertible to cash and have original maturities of 90 days or less.

   

Exploration and Evaluation Assets

   

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes:

  • acquiring the rights to explore;

  • researching and analyzing historical exploration data;

  • gathering exploration data through topographical, geochemical and geophysical studies;

  • exploratory drilling, trenching and sampling;

  • determining and examining the volume and grade of the resource;

  • surveying transportation and infrastructure requirements; and

  • compiling pre-feasibility and feasibility studies.

General exploration costs are expensed in the period incurred. Exploration and evaluation expenditures on identifiable properties are capitalised. Capitalized costs are all considered to be tangible assets as they form part of the underlying mineral property and are recorded within ‘exploration and development expenditure’, a separate component of property, plant and equipment, at cost less impairment charges, if applicable. No amortization is charged during the exploration and evaluation phase as the asset is not available for use.

Capitalized exploration and evaluation expenditure is reviewed for impairment when facts or circumstances suggest that the carrying amount may exceed its recoverable amount. Impairment is normally assessed at the level of cash generating units, which are identified as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets, which typically is an individual mineral property.

Asset retirement obligations

Provisions for asset retirement obligations are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs. The provision is discounted using a risk-free pre-tax rate, and the unwinding of the discount is included in finance costs. At the time of establishing the provision, a corresponding asset is capitalized and is depreciated over the future life of the asset to which it relates. The provision is adjusted on an annual basis for changes in cost estimates, discount rates and operating lives.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

Income taxes

Deferred tax is recognized, using the liability method, on temporary differences between the carrying value of assets and liabilities in the statement of financial position and the corresponding tax bases used in the computation of taxable profit. Deferred tax is determined using tax rates and tax laws that are enacted or substantively enacted at the date of the statement of financial position and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

Deferred tax assets and liabilities are not recognized if the temporary difference arises in a transaction other than a business combination that at the time of the transaction affects neither the taxable nor the accounting profit or loss.

Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and amended to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off the current tax assets against the current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Earnings (loss) per common share

Basic earnings (loss) per common share are calculated using the weighted average number of common shares outstanding.

The Company uses the treasury stock method for the calculation of 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 potential issuances of shares under options and share purchase warrants would be anti-dilutive, and accordingly basic and diluted loss per share are the same.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment includes the purchase price or construction cost, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, and for qualifying assets, the associated borrowing costs.

Where an item of property, plant and equipment is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant and equipment.

Costs incurred for new construction, mine development, and major overhaul of existing equipment are capitalized as property, plant and equipment on the balance sheet and are subject to depreciation once they are put into use. The costs of routine maintenance and repairs are expensed as incurred.

Once a mining project has been established as commercially viable, expenditure other than on land, buildings, plant and equipment is capitalised as part of ‘development costs’ together with any amount transferred from ‘development properties’.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

Property, plant and equipment are recorded at cost and are amortized over the following periods:

  Building 20 years
  Mining Equipment 2 – 22 years
  Vehicles 3 -5 years
  Computer equipment and software 3 –5 years
  Furniture and fixtures 5 years

Translation of foreign currencies

Functional and presentation currency

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).

  Platinum Group Metals Limited. Canadian dollars
  Platinum Group Metals (RSA) (Pty) Ltd. South African Rand
  Maseve Investments 11 (Pty) Ltd. South African Rand
  Wesplats Holdings (Pty) Limited South African Rand
  Platinum Group Metals (Barbados) Ltd. United States dollars

The consolidated financial statements are presented in Canadian dollars.

Transactions and balances

Foreign currency transactions are translated into the relevant entity’s functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

Subsidiaries

The results and financial position of subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • Assets and liabilities are translated at the closing rate at the reporting date;

  • Income and expenses for each income statement are translated at average exchange rates for the period; and

  • All resulting exchange differences are recognized as other comprehensive income as cumulative translation adjustments.

When a foreign operation is sold, such exchange differences are recognized in the income statement to the extent of the portion sold as part of the gain or loss on sale.

Stock-based compensation

The fair values for all stock-based awards are estimated using the Black-Scholes model and recorded in operations over the period of vesting. The compensation cost related to stock options granted is recorded in operations or capitalized to mineral properties, as applicable.

Cash received on exercise of stock options is credited to share capital and the amount previously recognized in the share based payment reserve is reclassified to share capital.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

Financial instruments

(i) Financial assets and liabilities

The Company classifies its current financial instruments as loans and receivables. The classification depends on the purpose for which the financial assets or liabilities were obtained. Management determines the classification of financial assets and liabilities at initial recognition.

Loans and receivables - Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are classified as current assets or non-current assets based on their maturity date. Loans and receivables are initially recognized at fair value and subsequently carried at amortized cost less any impairment.

Other financial liabilities - Other financial liabilities are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost. Any difference between the initial cost and the redemption value is recognized in the income statement over the period to maturity using the effective interest method.

(ii) Fair value of financial instruments

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active, the Company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

(iii) Impairment of financial assets

The Company assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. An evaluation is made as to whether a decline in fair value is ‘significant’ or ‘prolonged’ based on indicators such as significant adverse changes in the market, economic or legal environment. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized.

(iv) Derecognition of financial assets and liabilities

Financial assets are derecognized when the investments mature or are sold, and substantially all the risks and rewards of ownership have been transferred. A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expired. Gains and losses on derecognition are recognized within other income and finance costs respectively.

Future accounting changes

Unless otherwise noted, the following revised standards and amendments are effective for annual periods beginning on or after January 1, 2013 with earlier application permitted. The company has not yet assessed the impact of these standards and amendments or determined whether it will early adopt them.

IFRS 11, Joint Arrangements, requires a venturer to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the joint operation. Under existing IFRS, entities have the choice to proportionately consolidate or equity account for interests in joint ventures. IFRS 11 supersedes IAS 31, Interests in Joint Ventures, and SIC-13, Jointly Controlled Entities—Non-monetary Contributions by Venturers.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

IFRS 12, Disclosure of Interests in Other Entities, establishes disclosure requirements for interests in other entities, such as subsidiaries, joint arrangements, associates, and unconsolidated structured entities. The standard carries forward existing disclosures and also introduces significant additional disclosure that address the nature of, and risks associated with, an entity’s interests in other entities.

IFRS 13, Fair Value Measurement, is a comprehensive standard for fair value measurement and disclosure for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and does not always reflect a clear measurement basis or consistent disclosures.

There have been amendments to existing standards, including IAS 27, Separate Financial Statements (IAS 27), and IAS 28, Investments in Associates and Joint Ventures (IAS 28). IAS 27 addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 – 13.

IAS 1, Presentation of Financial Statements, has been amended to require entities to separate items presented in OCI into two groups, based on whether or not items may be recycled in the future. Entities that choose to present OCI items before tax will be required to show the amount of tax related to the two groups separately. The amendment is effective for annual periods beginning on or after July 1, 2012 with earlier application permitted.

IFRS 7, Financial Instruments: Disclosures, has been amended to include additional disclosure requirements in the reporting of transfer transactions and risk exposures relating to transfers of financial assets and the effect of those risks on an entity’s financial position, particularly those involving securitization of financial assets. The amendment is applicable for annual periods beginning on or after July 1, 2011, with earlier application permitted.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

4.

AMOUNTS RECEIVABLE AND PREPAIDS

a) Amounts receivable

      Nov. 30, 2011     Aug. 31, 2011     Sept. 1, 2010  
  South African value added tax ("VAT") $  2,135,672   $  1,170,979   $  444,736  
  Interest receivable   103,819     115,646     1,570  
  Sundown Ranch receivable   50,200     87,023     -  
  Expenditures advances   -     344,360     8,486  
  Goods and services tax   199,908     79,828     126,803  
  Due from related parties (Note 10 (d) and (e))   464,384     47,278     36,089  
  Receivable from sale of assets   -     -     652,864  
  Total accounts receivable $  2,953,982   $  1,845,113   $  1,270,548  

b) Prepaid expenses and other assets

      Nov. 30, 2011     Aug. 31, 2011     Sept 1, 2010  
  Current                  
  Insurance premiums $  206,279   $  86,705   $  50,491  
  Miscellaneous   18,057     22,890     18,891  
  Total current prepaids   224,336     109,595     69,382  
  Non-current                  
  Investment in Mnombo   75,300     -     -  
  Project 1 - Contractor advances   25,470     2,598,273     -  
  Total non-current prepaids   100,770     2,598,273     -  
                     
  Total all prepaids $  325,106   $  2,707,868   $  69,382  


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months November 30, 2011

5.

PROPERTY, PLANT AND EQUIPMENT


          Construction                                
    Development     work-in-                 Office     Mining        
    assets     progress     Land     Buildings     Equipment     Equipment     Total  
Cost                                          
Balance as at September 1, 2010 $  91,691,706   $  -   $  15,532,404   $  4,487,114   $  712,167   $  166,953   $  112,590,344  
Additions   37,012,146     3,431,534     -     -     458,220     1,650,288     42,552,188  
Disposals   -     -     -     (5,599 )   (271,983 )   -     (277,582 )
Foreign exchange movement   (2,924,305 )   -     (495,143 )   (143,040 )   (15,297 )   (5,098 )   (3,582,883 )
Balance as at August 31, 2011   125,779,547     3,431,534     15,037,261     4,338,475     883,107     1,812,143     151,282,067  
Additions   7,770,275     1,657,062     19,201     142,668     35,723     489,070     10,113,998  
Disposal   -     -     -     -     -     (1,552 )   (1,552 )
Foreign exchange movement   (12,447,081 )   (348,803 )   (1,528,484 )   (440,990 )   (31,332 )   (184,198 )   (14,980,888 )
Balance November 30, 2011 $  121,102,741   $  4,739,792   $  13,527,978   $  4,040,152   $  887,498   $  2,115,464   $  146,413,625  
                                           
Accumulated Depreciation                                          
Balance as at September 1, 2010 $  -   $  -   $  -   $  16,235   $  566,933   $  51,759   $  634,927  
Additions   -     -     -     20,487     193,294     45,488     259,268  
Disposals   -     -     -     (2,775 )   (128,180 )   -     (130,955 )
Foreign exchange movement   -                 (519 )   (11,969 )   (1,479 )   (13,965 )
Balance as at August 31, 2011 $  -   $  -   $  -   $  33,428   $  620,078   $  95,768   $  749,275  
Additions   -     -     -     51,248     46,425     45,812     143,486  
Foreign exchange movement   -     -     -     (3,398 )   (34,979 )   (9,154 )   (47,531 )
Balance November 30, 2011 $  -   $  -   $  -   $  81,278   $  631,524   $  132,425   $  845,230  
                                           
Net book value, September 1, 2010 $  91,691,706   $  -   $  15,532,404   $ 4,470,879   $  145,234   $  115 ,194   $  111,955,417  
Net book value, August 31, 2011 $  125,779,547   $  3,431,534   $  15,037,261   $ 4,305,047   $ 263,029   $  1,716,375   $  150,532,791  
Net book value, November 30, 2011 $  121,102,741   $  4,739,792   $  13,527,978   $ 3,958,874   $ 255,973   $  1,983,038   $  145,568,395  


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months November 30, 2011

In August 2010 the Company purchased surface rights covering 1,713 hectares overlaying the area of Project 1, including accommodation facilities, for R 130.0 million ($18.80 million). This purchase has been recorded as property, plant and equipment in the land and building classes.

a) Projects 1 & 3

On transition to IFRS, Project 1 of the WBJV was re-classified as Property, Plant and Equipment under IAS 16 Property, Plant and Equipment (PPE). However, Project 3 is classified as Exploration and Evaluation; therefore the costs incurred for Project 3 are included under Exploration and Evaluation (Note 6.)

  i.

Initial Joint Venture Agreement – October 26, 2004

     
 

On October 26, 2004 the Company entered into the WBJV with a subsidiary of Anglo Platinum Limited (“Anglo”) and Africa Wide Mineral Prospecting and Exploration (Pty) Limited (“Africa Wide”) to pursue platinum exploration and development on combined mineral rights that would eventually cover approximately 72 square kilometres on the Western Bushveld Complex of South Africa. The Company and Anglo Platinum each held a 37% working interest in the WBJV, while Africa Wide held a 26% working interest. The area of the WBJV was comprised of three functional areas described as Project 1 (100% WBJV), Project 2 (50% WBJV: 50% Wesizwe Platinum Ltd. (“Wesizwe”)) and Project 3 (100% WBJV). In April 2007 the shareholders of Africa Wide sold 100% of their company to Wesizwe.

     
 

The Company published a Feasibility Study for Project 1 of the WBJV in July 2008 and later an Updated Feasibility Study in October 2009. Based on the WBJV resource estimate contained in the July 2008 Feasibility Study, in accordance with the requirements of the original WBJV agreement, each party was allocated an equalization amount due or payable based upon their contribution of measured, indicated, and inferred ounces of combined platinum, palladium, rhodium and gold (“4E”) from their contributed properties. On April 22, 2010 the Company paid an equalization amount due to Anglo in the amount of $ 24.83 million (R 186.26 million).

     
  ii.

Reorganization – April 22, 2010

     
 

Also on April 22, 2010, the partners of the WBJV completed a transaction announced in August 2008 dissolving the WBJV and reorganizing its underlying assets (“Consolidation Transaction.”) Wesizwe acquired all of Anglo’s mineral interests underlying the WBJV, retained Anglo’s interests in Project 2, and then transferred all of Anglo’s interests underlying Projects 1 and 3 into the project operating company, Maseve. The Company transferred its interests in the mineral rights underlying Projects 1 and 3 into Maseve, and rescinded its interests in Project 2 to Wesizwe. As a result Wesizwe obtained 100% of Project 2 and Maseve obtained 100% of Projects 1 and 3.

     
 

The sale of the Company’s 18.5% interest in Project 2 was recorded at an estimated fair value of $65.42 million on April 22, 2010, versus an historic cost of $19.80 million, for a gain of $45.62 million. The transfer of the Company’s 37% interest in Projects 1 and 3 into Maseve was accounted for as a reorganization of an existing business and was transferred into Maseve at book cost.

     
 

In exchange for its 18.5% of Project 2 the Company effectively received a 17.75% interest in Maseve. The Company also received a 37% interest in exchange for its share of Projects 1 and 3, bringing its holdings in Maseve to 54.75%. Wesizwe received a 45.25 % initial interest in Maseve.



Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

 

The Company consolidated the financial statements of Maseve from the effective date of the reorganization. The portion of Maseve not owned by the Company, calculated at $32.71 million at November 30, 2011, is accounted for as a non-controlling interest.

     
  iii.

Exercise of Maseve Subscription Right

     
 

Under the terms of the Consolidation Transaction, the Company was entitled to subscribe for a further 19.25% interest in Maseve for subscriptions in the amount of approx. $59 million (R 408.81 million). The Company exercised this right in January 2011, thereby increasing its shareholding to 74%. The subscription funds are held in escrow for application towards Wesizwe’s capital requirements for Projects 1 and 3. These funds are classified as restricted cash. As of November 30, 2011, the balance of restricted cash is $41,990,822. For every $74 spent on project requirements in Maseve, $26 can be removed from the restricted cash to cover Wesizwe’s share of costs.

     
  iv.

Other financial information - Project 1

     
 

At November 30, 2011, the Company recorded an asset retirement obligation of $579,769 (August 31, 2011 - $645,369) based on the degree of surface disturbance. As of November 30, 2011, the Company has posted $1.94 million (August 31, 2011 - $2.16 million) as performance bonds in South Africa against reclamation work, approximately $1.86 million (August 31, 2011 - $2.07 million) of which is posted against work on Project 1.


6.

EXPLORATION AND EVALUATION PROPERTIES

The Company has exploration projects in Canada and South Africa. The total capitalized exploration and evaluation expenditures are as follows:

    Nov 30, 2011 Aug 31, 2011 Sept 1, 2010
  Canada $ 4,325,328 $ 3,710,224 $ 2,324,540
  South Africa $ 6,315,192 $ 7,018,510 $ 7,243,483
  Total exploration $ 10,640,520 $ 10,728,734 $ 9,568,023


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

REPUBLIC OF SOUTH AFRICA

   SOUTH AFRICA    
      Nov 30, 2011     Aug 31, 2011     Sept 1, 2010  
                     
  Project 3 -see note 5.a $  3,892,952   $  4,333,430   $  4,476,119  
                     
  Sable                  
  Acquisition costs $  9,602   $  10,688   $  3,497  
  Exploration and evaluation costs   872,817     797,419     86,800  
  Recoveries   (883,797 )   (759,748 )   (43,398 )
  Total Sable $  (1,377 ) $  48,360   $  46,899  
                     
  Tweespalk                  
  Acquisition costs $  79,296   $  80,054   $  82,121  
  Exploration and evaluation costs   781,276     869,676     894,931  
  Recoveries   (194,484 )   (216,489 )   (223,618 )
  Total Tweespalk $  666,088   $  733,240   $  753,434  
                     
  War Springs                  
  Acquisition costs $  145,934   $  153,664   $  158,097  
  Exploration and evaluation costs   4,129,475     4,588,154     4,103,275  
  Recoveries   (2,571,451 )   (2,862,404 )   (2,317,676 )
  Total Warsprings $  1,703,958   $  1,879,414   $  1,943,697  
                     
  Waterberg                  
  Acquisition costs $  10,660   $  11,631   $  12,014  
  Exploration and evaluation costs   1,102,285     885,881     576,874  
  Recoveries   (1,070,545 )   (885,881 )   (576,874 )
  Total Waterberg $  42,400   $  11,631   $  12,014  
                     
  Other $  11,171   $  12,435   $  11,319  
                     
  Total South Africa Exploration $  6,315,192   $  7,018,510   $  7,243,483  

Sable

During 2009, the Company acquired by application prospecting permits in South Africa which became the Sable Joint Venture project area on the Western Limb of the Bushveld Complex, west of Pretoria. The project is under agreement to a Black Economic Empowerment group for a 26% interest and Sable Platinum Mining (Pty) Limited (“Sable Platinum”) as to a 51% interest in exchange for Sable Platinum funding approximately $6.0 million (R 42.0 million) in work on the project. The Company is the operator of the project. Total expenditures incurred by Sable Platinum to November 30, 2011 amounted to approximately $0.90 million.

Tweespalk and War Springs

On June 3, 2002, the Company acquired an option to earn a 100% interest in the 2,396 hectare War Springs property and the 2,177 hectare Tweespalk property both located in the Northern Limb or Platreef area of the Bushveld Complex north of Johannesburg. The Company can settle the vendors’ residual interests in these mineral rights at any time for US$690 per hectare. The Company pays annual prospecting fees to the vendors of US$3.25 per hectare. The vendors retain a 1% NSR Royalty on the property, subject to the Company’s right to purchase the NSR at any time for US$1.4 million.

Black Economic Empowerment groups Africa Wide, a subsidiary of Wesizwe Platinum Ltd. and Taung Minerals (Pty) Ltd., a subsidiary of Platmin Limited, have each acquired a 15% interest in the Company’s rights to the War Springs project carried to bankable feasibility. The Company retains a net 70% project interest. Africa Wide also has a 30% participating interest in the Tweespalk property.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

On March 5, 2009 the Company announced an agreement with the Japan Oil, Gas and Metals National Corporation (“JOGMEC”), an incorporated administrative institution of the Government of Japan, whereby JOGMEC may earn up to a 35% interest in the Company’s rights to the War Springs project for an optional work commitment of US$10 million over 5 years. Total expenditures incurred by JOGMEC to November 30, 2011 amounted to approximately R 20.5 million ($2.6 million at November 30, 2011) (August 31, 2011 – R 20 million). In August 2011, JOGMEC notified the Company that it would not fund additional work on the project. JOGMEC retains no interest in the project and the Company is considering future exploration programs or possible sale of the project.

Waterberg

Since September 2009 and into 2011, the Company was granted several adjacent prospecting rights for a 137 square kilometre area named the Waterberg Project north of the known North Limb of the Bushveld Complex. In October 2009, the Company entered an agreement with JOGMEC and Mnombo Wethu Consultants CC (“Mnombo”) whereby JOGMEC may earn up to a 37% interest in the Waterberg project for an optional work commitment of $3.1 million (US$3.2 million) over 4 years, while at the same time in exchange for matching JOGMEC’s expenditures on a 26/74 basis, Mnombo may earn a 26% interest in the project. In November 2011 the Company agreed to acquire a direct 49.9% interest in Mnombo. The Company will pay Mnombo R 1.2 million (US$150,000) and has agreed to fund Mnombo’s 26% share of costs on the Waterberg Project to feasibility. The Company will therefore hold 37% of Waterberg directly and a further 12.97 % indirectly, through Mnombo, for a total effective project interest of 49.97% . Total expenditures incurred by JOGMEC to November 30, 2011 amounted to approximately R 8.5 million ($1.07 million at November 30, 2011).

CANADA

  CANADA  
                     
  Properties   Nov 30, 2011     Aug 31, 2011     Sept 1, 2010  
                     
  Ontario                  
  Acquisition costs $  1,269,993   $  1,264,417   $  1,004,403  
  Exploration and evaluation costs   2,856,022     2,358,391     1,320,137  
  Total Ontario $  4,126,015   $  3,622,808   $  2,324,540  
                     
  Providence                  
  Acquisition costs $  78,216   $  78,216   $  -  
  Exploration and evaluation costs   121,097     9,200     -  
  Total Providence $  199,313   $  87,416   $  -  
                     
  Total Canada Exploration $  4,325,328   $  3,710,224   $  2,324,540  

Thunder Bay

The Company maintains a large mineral rights position in the Lac des Iles area north of Thunder Bay, Ontario. These holdings include 100% interests in the Lac Des Iles River and Shelby Lake properties and are all subject to a 2.0% NSR royalty. In most cases, the Company may buy back one half of the NSR.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

Bark Lake

On February 10, 2011 the Company acquired a right to earn up to a 75% interest in Benton Resources Corp’s ("Benton") Bark Lake, Ontario platinum-palladium project, comprised of 19 mineral claims totaling 3,884 hectares located approximately 120 km west of Thunder Bay, Ontario. To earn a 70% interest the Company must make staged option payments of $145,000 in cash ($35,000 paid) and 215,000 shares (nil issued to date) and complete $1,625,000 in exploration over a 7 year period. As of November 30, 2011, the Company has spent $318,501 towards exploration. The Company may earn a further 5% (75% total) by completing a pre-feasibility study. The Company is reviewing exploration results to date and will decide in the second fiscal quarter whether or not it will to proceed with this property.

Providence

In September 2011, the Company purchased the Providence Nickel, Copper, Cobalt and Platinum Group Metals property located in the Northwest Territories from Arctic Star Exploration (Arctic Star) for a payment of $50,000 and a 1.0% NSR royalty. The claims that comprise the Providence property will be brought to lease once a crown survey has been completed in 2012 at an estimated cost of $100,000. An extension has been granted by the Northwest Territories Mining Recorder for the completion of the survey of the claims to lease until September 28, 2012. To date the first year lease payment and application fees have been paid. Total acquisition costs were $78,216.

Camp facilities and an associated Land Use Permit have also been purchased for an additional $20,000 from Arctic Star. The Company has re-activated its corporate registration in the Northwest Territories and the land use permit associated with the camp and exploration work has been transferred into the Company’s name. As part of the transfer, a security deposit of $26,740 was issued to the Aboriginal Affairs and Northern Development Canada.

Title to mineral properties

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

7.

ASSETS HELD FOR SALE

During 2008, the Company acquired two rock winders at a cost of R 16.6 million (approx. $2.3 million). After the purchase, mine designs excluded the use of shafts and winders. During the year ended August 31, 2010 the Company sold one winder for US $1.28 million (approx. $1.3 million). The second winder continues to be held for sale.

8.

ASSET RETIREMENT OBLIGATION

There was no material change in the net present value of total asset retirement obligations (”ARO”) during the period. At November 30, 2011 the ARO is estimated at $579,769 (August 31, 2011 – $645,369), based on a total future liability of approximately R 8.0 million (August 31, 2011 – R 8.0 million). These payments are expected to be made at the end of the mine life. A discount rate of 7.96% and an inflation rate of 5.3% were used to calculate the present value of the asset retirement obligation.

  Balance, Sept 1, 2010 $  -  
  New estimated future obligation   645,369  
  Balance, August 31, 2011   645,369  
  Foreign exchange (loss) gain   (65,600 )
  Balance, November 30, 2011 $  579,769  


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

9.

SHARE CAPITAL


  (a)

Authorized

     
 

Unlimited common shares without par value

     
  (b)

Issued and outstanding

     
 

At November 30, 2011, there were 177,584,542 shares outstanding.

     
 

During the three months ended November 30, 2011, there were no changes in the Company’s issued and outstanding shares.

     
  (c)

Incentive stock options

     
 

The Company has entered into Incentive Stock Option Agreements (“Agreements”) with directors, officers and employees. Under the terms of the Agreements, the exercise price of each option is set, at a minimum, at the fair value of the common shares at the date of grant. Stock options granted to certain employees, directors and officers of the Company vest on average at an amount of 25% per six month period, while others vest immediately.

     
 

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


      Weighted  
    Number Average Number
    Outstanding at Remaining Exercisable at
  Exercise November 30, Contractual November 30,
       Price 2011 Life (Years) 2011
       1.30 4,154,000 5.00 4,154,000
       1.40 972,000 2.45 972,000
       1.60 1,037,000 1.88 1,037,000
       2.05 4,134,000 4.46 4,059,000
       2.10 2,762,500 3.99 2,762,500
       2.20 50,000 4.02 50,000
       2.30 100,000 2.17 25,000
       2.36 250,000 2.11 100,000
       2.41 100,000 4.21 100,000
       2.57 840,000 0.43 840,000
       4.15 150,000 0.90 150,000
       4.40 705,000 0.90 705,000
    15,254,500 2.38 14,954,500


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

The weighted average exercise price of the exercisable options at year end was $1.95.

            Average  
      Number     Exercise  
      of Shares     Price  
  Options outstanding at August 31, 2010   5,000,500     2.28  
     Granted   7,691,500     2.04  
     Exercised   (936,500 )   1.56  
     Forfeited   (505,000 )   2.71  
  Options outstanding at August 31, 2011   11,250,500     2.19  
     Granted   4,154,000     1.30  
     Forfeited   (150,000 )   1.67  
  Options outstanding at Novemver 30, 2011   15,254,500   $  1.95  

During the three months ended November 30, 2011, the Company granted 4,154,000 stock options (November 30, 2010 – 2,952,500). The Company recorded $3,022,016 ($1,910,219 expensed and $1,111,797 capitalized to mineral properties) of compensation expense relating to stock options vested in this period (November 30, 2010 - $3,519,948 expensed and $188,400 capitalized to mineral properties).

The Company uses the Black-Scholes model to determine the grant date fair value of stock options granted. The following weighted average assumptions were used in valuing stock options granted during the three months ended November 30, 2011:

  Risk-free interest rate   1.46%  
  Expected life of options   3.5  
  Annualized volatility   84%  
  Forfeiture rate   3.00%  
  Dividend rate   0.00%  

10.

RELATED PARTY TRANSACTIONS

   

Transactions with related parties are as follows:


  (a)

During the quarter, $140,985 (November. 30, 2010 - $147,605) was paid to non-independent directors for salary, consulting and bonus. At November 30, 2011, $2,801 was included in accounts payable (November 30, 2010 - $35,290) and $16,500 was included in accounts receivable (November 30, 2010 - Nil).

     
  (b)

During the quarter, $25,000 (November 30, 2010 - $6,000) was paid to independent directors for directors fees and services. At November 30, 2011, $25,000 was included in accounts payable (November. 30, 2010 - Nil).

     
  (c)

During the quarter the Company accrued or received payments of $25,500 (November. 30, 2010 - $25,500) from West Kirkland Mining Inc. (“WKM”), a company with three directors in common, for administrative services. Amounts receivable at the end of the year includes an amount of $ 54,582 (November. 30, 2010 - $35,164).

     
  (d)

During the quarter the Company accrued or received payments of $49,500 (November. 30, 2010 - $25,500, 2009 - $Nil) from Nextraction Energy Corp. (“NE”), a company with three directors in common, for administrative services. Amounts receivable at the end of the period includes an amount of $47,604 (November. 30, 2010 – $20,530).



Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

  (e)

The Company has an office lease agreement with Anthem Works Ltd. (“Anthem”), a company with a director in common. During the quarter ended November 30, 2011 the Company accrued or paid Anthem $22,022 under the office lease agreement (November. 30, 2010 - $21,382).

     
  (f)

At the end of the quarter, amounts receivable includes $348,499 from Wesizwe.


All amounts in amounts receivable and accounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment.

   

These transactions are in the normal course of business and are measured at the exchange amount, which is the consideration established and agreed to by the noted parties.

   
11.

CONTINGENCIES AND COMMITMENTS

   

The Company’s remaining minimum payments under its office and equipment lease agreements in Canada and South Africa total approximately $340,000 to August 31, 2015. The Company also has commitments for Project 1 related insurance coverage totaling approximately $200,000 over the next 3 years.

   

The Company’s project operating subsidiary, Maseve, has entered into a long term electricity supply agreement with South African power utility, Eskom. Under the agreement the Company was provided with a 1.5MVA temporary power supply in July 2011 and is to be provided with a 10 MVA construction power supply in mid calendar 2012 and a total 40 MVA production power supply in late calendar 2013 in exchange for connection fees and guarantees totaling Rand 142.22 million ($17.84 million at November 30, 2011) to fiscal 2014. The Company has paid R 51.71 million ($6.50 million at November 30, 2011), therefore R 90.51 million ($11.36 million at November 30, 2011) of the commitment remains outstanding.

   

For the fiscal years ending on August 31, the aggregate commitments are as follows:


  August 31, 2012 $  7,887,808  
  August 31, 2013   3,949,396  
  August 31, 2014   172,460  
  August 31, 2015   68,420  
  August 31, 2016   15,296  
    $  12,093,379  

12.

SUPPLEMENTARY CASH FLOW INFORMATION

   

Net change in non-cash working capital


      Three months     Three months  
      ended     ended  
      Nov 30, 2011     Nov 30, 2010  
  Amounts receivable $  (1,411,146 ) $  598,523  
  Accounts payable and other   3,107,835     99,300  
    $  1,696,689   $  697,823  


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

13.

SEGMENTED REPORTING

   

The Company operates in one operating segment, that being exploration and development of mineral properties. Segmented information presented on a geographic basis follows:

   

Assets


      November 30,     August 31,     September 1,  
      2011     2011     2010  
                     
  Canada $  22,007,682   $  36,527,037   $  5,822,102  
  South Africa   235,376,412     244,260,046     120,572,632  
    $  257,384,094   $  280,787,083   $  126,394,734  

Substantially all of the Company’s capital expenditures are made in the South African geographical segment, however the Company also has exploration properties in Canada.

Results of Operations

      Three months     Three months  
      ended     ended  
      Nov. 30, 2011     Nov. 30, 2010  
  Canada $  (2,582,502 ) $  (3,911,154 )
  South Africa   (2,737,528 )   (424,055 )
    $  (5,320,030 ) $  (4,335,209 )

14.

TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

   

As outlined in note 2, Basis of Presentation and Principles of Consolidation, the Company adopted IFRS on September 1, 2011 with a transition date of September 1, 2010. Under IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’, the IFRS are applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under Canadian GAAP taken to accumulated deficit unless certain exemptions are applied. IFRS provides for certain optional exemptions and certain mandatory exceptions for first time IFRS adopters.

   

Set forth below are the IFRS 1 applicable exemptions and exceptions applied in the conversion from Canadian GAAP to IFRS.

   

IFRS exemption options

   

Business combinations

   

IFRS 1 permits the Company to apply IFRS 3 Business Combinations on a prospective basis only from the transition date. Therefore, the Company will not restate past business combinations to comply with IFRS 3, where control was obtained before the transition date.

   

Currency translation differences

   

Retrospective application of IFRS would require the Company to determine cumulative currency translation differences in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, from the date a subsidiary or equity method investee was formed or acquired. IFRS 1 permits cumulative currency translation gains and losses to be reset to zero at the Transition



Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

Date. The Company elected to reset all cumulative currency translation gains and losses to zero in opening retained earnings at its transition date. This election will result in a reversal of historical and cumulative translation adjustment of $2.2 million on transition.

Statement of Cash Flows

The transition from Canadian GAAP to IFRS had no significant impact on cash flows generated by the Company.

Reconciliations

The accounting policies set out in these interim consolidated financial statements have been applied for the three months ended November 30, 2011, for the year ended August 31, 2011, and in the preparation of an opening IFRS balance sheet at September 1, 2010.

In preparing its opening IFRS balance sheet, the Company has adjusted amounts reported previously in accordance with its previous basis of accounting (Canadian GAAP). An explanation of how the transition from Canadian GAAP to IFRS has affected the Company’s statement of financial position and income statement is set out in the following tables and accompanying notes.

The September 1, 2010 Canadian GAAP consolidated balance sheet has been reconciled to IFRS as follows:

            IFRS              
      CGAAP     Adjustments     IFRS     Notes  
  Current Assets                        
  Cash and cash equivalents $  2,366,136   $  -   $  2,366,136        
  Amounts receivable   1,270,548     -     1,270,548        
  Prepaid expenses and other assets   69,382     -     69,382        
  Assets held for sale   951,928     52,924     1,004,852     (a)  
      4,657,994     52,924     4,710,918        
  Non- Current Assets                        
  Performance bonds   160,376     -     160,376        
  Exploration and evaluation assets   116,026,514     (106,458,491 )   9,568,023     (a, c, d)  
  Property, plant and equipment   6,146,119     105,809,298     111,955,417     (a, b, d)  
      122,333,009     (649,193 )   121,683,816        
                           
    $  126,991,003   $  (596 ,269 ) $  126,394,734        
  Current Liabilities                        
  Accounts payable and accruals $  2,270,008   $  -   $  2,270,008        
      2,270,008     -     2,270,008        
  Non-current Liabilities                        
  Deferred income taxes   21,822,522     (6,336,590 )   15,485,932     (b)  
  Total Liabilities   24,092,530     (6,336,590 )   17,755,940        
                           
  Share Capital   91,794,123     -     91,794,123        
  Contributed surplus   10,929,202     -     10,929,202        
  Accumulated other comprehensive income   (3,415,608 )   3,415,608     -     (e)  
  Deficit   (7,558,726 )   2,324,713     (5,234,013 )   (a, c, e)  
  Total shareholders' equity attributable to shareholders of the Company 91,748,991 5,740,321 97,489,312
  Non- Controlling Interest   11,149,482     -     11,149,482        
  Total Shareholders'equity   102,898,473     5,740,321     108,638,794        
                           
    $ 126,991,003   $  (596,269 ) $  126,394,734        


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

The November 30, 2010 Canadian GAAP consolidated balance sheet has been reconciled to IFRS as follow:

          IFRS              
    CGAAP     Adjustments     IFRS     Notes  
Current Assets                        
Cash and cash equivalents $  144,521,772   $  -   $  144,521,772        
Amounts receivable   651,655     -     651,655        
Prepaids expenses   47,594     -     47,594        
Assets held for sale   951,928     56,406     1,008,334     (a)  
    146,172,949     56,406     146,229,355        
Non-Current Assets                        
Performance bonds   160,932           160,932        
Exploration and evaluation assets   117,031,500     (105,479,912 )   11,551,588     (a, c, d)  
Property, plant and equipment   6,170,790     105,233,284     111,404,074     (a, b,d)  
    123,363,222     (246,628 )   123,116,594        
                         
  $  269,536,171   $  (190,222 ) $  269,345,949        
                         
Current Liabilities                        
Accounts payable and accruals $  1,874,971   $  -   $  1,874,971        
    1,874,971     -     1,874,971        
Non-current Liabilities                        
Deferred income taxes   21,822,522     (6,282,931 )   15,539,591     (b)  
                         
Total Liabilities   23,697,493     (6,282,931 )   17,414,562        
                         
Share Capital   236,971,081     -     236,971,081        
Contributed surplus   12,729,817     -     12,729,817        
Accumulated other comprehensive income   (3,415,608 )   3,764,693     349,085     (a, e)  
Retained earnings (deficit)   (11,897,237 )   2,328,016     (9,569,221 )   (a, c, e)  
Total shareholders' equity attributable to shareholders of the Company    234,388,053     6,092,709     240,480,762      
Non-Controlling Interest   11,450,625     -     11,450,625        
Total Shareholders'equity   245,838,678     6,092,709     251,931,387        
                         
  $  269,536,171   $  (190,222 ) $  269,345,949        

The Canadian GAAP statement of comprehensive loss for the three months ended November 30, 2010 has been reconciled to IFRS as follows:

          IFRS              
    CGAAP     Adjustments     IFRS     Notes  
EXPENSES                        
General and administrative $  1,228,255   $  -   $  1,228,255        
Foreign exchange gain   (185,950 )   (3,302 )   (189,252 )   (a)  
Stock compensation expense   3,519,948     -     3,519,948        
Amortization   20,436     -     20,436        
    (4,582,689 )   3,302     (4,579,387 )      
Less interest earned   164,937     -     164,937        
Loss for the period before other items   (4,417,752 )   3,302     (4,414,450 )      
Other items:                        
Gain on sale of fixed assets   3,941     -     3,941        
(Loss) Income for the period before income taxes $  (4,413,811 ) $  3,302   $  (4,410,509 )      
                         
Future income tax expense   75,300     -     75,300        
(Loss) Income for the period $  (4,338,511 ) $  3,302   $  (4,335,209 )      
                         
Other comprehensive (loss) income                        
 Foreign Currency translation reserve adjustment   -     349,085     349,085     (a)  
Comprehensive (loss) income for the period $  (4,338,511 ) $  352,387   $  (3,986,124 )      


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

The August 31, 2011 Canadian GAAP consolidated balance sheet has been reconciled to IFRS as follow:

          IFRS              
    CGAAP     Adjustments     IFRS     Notes  
                         
Current Assets                        
Cash and cash equivalents   64,118,931     -     64,118,931        
Amounts receivable   1,845,113     -     1,845,113        
Other assets   109,595     -     109,595        
    66,073,639     -     66,073,639        
Non-Current Assets                        
Restricted cash   47,719,829     -     47,719,829        
Non- current prepaid expenses   2,598,273     -     2,598,273        
Assets held for sale   951,928     20,891     972,819     (a)  
Performance bonds   2,161,698     -     2,161,698        
Exploration and evaluation assets   146,379,119     (135,651,085 )   10,728,034     (a, c, d)  
Property, plant and equipment   20,828,635     129,704,156     150,532,791     (a, b, d)  
    220,639,482     (5,926,038 )   214,713,444        
                         
    286,713,121     (5,926,038 )   280,787,083        
                         
Current Liabilities                        
Accounts payables and accruals   5,982,055     -     5,982,055        
    5,982,055     -     5,982,055        
Non-current Liabilities                        
Deferred income taxes   21,452,794     (8,541,301 )   12,911,493     (b)  
Asset retirement obligation   645,369     -     645,369        
Total Liabiliaties   28,080,218     (8,541,301 )   19,538,917        
                         
Shareholders' Equity                        
                         
Share Capital   256,312,632     -     256,312,632        
Other reserves   -     (20,221,500 )   (20,221,500 )   (f)  
Contributed surplus   13,816,233     -     13,816,233        
Accumulated other comprehensive income   (3,415,608 )   (3,034,126 )   (6,449,734 )   (a, e)  
Deficit   (19,775,652 )   5,649,389     (14,126,263 )   (a, c, e)  
Total shareholders' equity attributable to shareholders of the Company 246,937,605 (17,606,237 ) 229,331,368
Non- Controlling Interest   11,695,298     20,221,500     31,916,798     (f)  
Total shareholders' equity   258,632,903     2,615,263     261,248,166        
                         
    286,713,121     (5,926,038 )   280,787,083        

The Canadian GAAP statement of comprehensive loss for the year ended August 31, 2011 has been reconciled to IFRS as follows:

          IFRS              
    CGAAP     Adjustments     IFRS     Notes  
EXPENSES                        
General and administrative $  6,528,017   $  -   $  6,528,017        
Foreign exchange (gain) loss   3,336,991     (3,324,675 )   12,316     (a)  
Stock compensation expense   6,910,305     -     6,910,305        
Amortization   262,245     -     262,245        
    (17,037,558 )   3,324,675     (13,712,883 )      
Less finance income   3,785,298           3,785,298        
(Loss) Income for the year (before income taxes)   (13,252,260 )   3,324,675     (9,927,585 )      
                         
Income tax expense   (487,263 )   -     (487,263 )      
Future income tax recovery   2,068,413     -     2,068,413        
(Loss) income for the year   (11,671,110 )   3,324,675     (8,346,435 )      
Income attributable to non- controlling interest   545,816     -     545,816        
Net loss attributable to the stockholders of Platinum Group Metals Ltd. (12,216,926 ) 3,324,675 (8,892,251 )
                         
Other comprehensive loss                        
Foreign currency translation reserve   -     (6,443,775 )   (6,443,775 )   (a)  
Comprehensive loss for the year $  (12,216,926 ) $  (3,119,100 ) $  (15,336,026 )      


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

a) Foreign currency translation

The Company’s South African subsidiaries have the South African Rand as their functional currency. Under Canadian GAAP for integrated foreign operations, only monetary items were translated to Canadian dollars at the end of each reporting period at the period end exchange rate. However under IFRS, all assets and liabilities of a foreign subsidiary with a functional currency different from the parent’s presentation currency are converted to the parent’s presentation currency at the period end rate with the resulting foreign exchange differences recorded in other comprehensive income.

Under Canadian GAAP, the South African subsidiaries were considered to be integrated operations, which effectively mean the entities had Canadian functional currencies. Under IFRS, these South African subsidiaries are considered to have the Rand as their functional currency. As a result, the foreign exchange gain or loss on the intercompany loan to the foreign subsidiaries which is considered the parent company’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment. Under CGAAP, the gain or loss was recognized in the profit or loss.

b) Deferred Income Taxes

Under Canadian GAAP, deferred income taxes were recognized following the acquisition of various assets. Under IFRS (IAS21.22(b)) deferred income taxes are not recognized on temporary differences that arise from transactions other than a business combination that at the time of the transaction affected neither the taxable nor accounting profit or loss. As a result of this difference a decrease to the deferred income tax liability and a corresponding decrease to the carrying value of property plant and equipment for 56 million Rand has been made on transition and is applied to all periods.

c) Pre-exploration costs

Under IFRS, expenditures that are capitalized before the company has the legal right to explore the specific property must be expensed. CGAAP does not have the same restriction; therefore an adjustment is required on transition to expense pre-exploration costs which were capitalized under CGAAP. This accounting policy change will result in an increase to deficit and a corresponding decrease in the carrying value of resource properties on transition.

d) Reclassification of Project 1 asset

Under Canadian GAAP, all capitalized and deferred costs were classified as mineral properties. Under IFRS, the Project 1 deferred costs have been reclassified under Property, Plant and Equipment.

e) Currency translation differences

This adjustment results from the application of the IFRS 1 election which permits cumulative currency translation gains and losses to be reset to zero at the Transition Date.

f) Non-controlling interest

At the date of transition, the accounting requirement for non-controlling interests differed under IFRS. Under IFRS changes in ownership interest where control is maintained are recorded through equity.


Platinum Group Metals Ltd.
(An exploration and development stage company)
Notes to the unaudited condensed consolidated financial statements
For the three months ended November 30, 2011

15.

SUBSEQUENT EVENTS

The following events occurred subsequent to quarter end. These events and other non-material subsequent events may be mentioned elsewhere in these financial statements:

  • On January 3, 2012, the Company granted 100,000 incentive stock options at a price of $1.20 per share to an employee;

  • On January 16, 2012, 775,000 stock options expired without exercise.


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Platinum Group Metals Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the quarter ended November 30, 2011

This Management’s Discussion and Analysis is prepared as of January 25, 2012

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


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

MANAGEMENT DISCUSSION AND ANALYSIS

This management discussion and analysis (“MD&A”) of Platinum Group Metals Ltd. (“Platinum Group”, the “Company” or “PTM”) is dated as of January 25, 2012 and focuses on the Company’s financial condition and results of operations for the three months ended November 30, 2011 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the three months ended November 30, 2011 together with the notes thereto (the “Financial Statements”).

The Company prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”). The Company adopted IFRS on September 1, 2011 with a transition date of September 1, 2010. A reconciliation of the previously disclosed comparative periods’ financial statements prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) to IFRS is set out in note 14 in the condensed interim consolidated financial statements. All dollar figures included therein and in the following MD&A are quoted in Canadian Dollars unless otherwise noted.

PRELIMINARY NOTES

NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This MD&A and the documents incorporated by reference herein contain “forward-looking information and “forward-looking statements” within the meaning of applicable Canadian and US 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 (including without limitation, statements regarding estimates and/or assumptions in respect of production, revenue, cash flows and costs, estimated project economics, mineral resource and mineral reserve estimates, potential mineralization, potential mineral resources and mineral reserves, projected timing of possible production, the Company’s exploration and development plans and objectives with respect to its projects are forward-looking statements.

These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements in respect of capital costs, operating costs, production rate, grade per tonne and smelter recovery are based upon the estimates in the Updated Feasibility Study (defined below) and the forward-looking statements in respect of metal prices and exchange rate are based upon the three year trailing average prices and the assumptions contained in the Updated Feasibility Study.

Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual events or results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual events or results were 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 of the Company to differ materially from current expectations include, among other things: metals price volatility; additional financing requirements; economic and political instability; the ability to obtain and maintain necessary permits; fluctuations in the relative values of the Canadian Dollar as compared to the South African Rand and the United States Dollar; the ability of the Company to purchase the necessary surface rights for its mineral properties; property title risks including defective title to mineral claims or property; the mineral exploration industry is extremely competitive; South African foreign exchange controls may limit repatriation of profits; the Company’s designation as a “passive foreign investment company”; discrepancies between actual and estimated reserves and resources, between actual and estimated development and operating costs, between actual and estimated metallurgical recoveries and between estimated and actual production; 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; success of exploration activities and permitting timelines; the speculative nature of mineral exploration, development and mining, including the risks of obtaining necessary licenses and permits; exploration, development and mining risks and the inherently dangerous nature of the mining industry, including environmental hazards, industrial accidents, unusual or unexpected formations, 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; the Company’s limited experience with development-stage mining operations; the Company has a history of losses; most of the Company’s properties contain no proven reserves; the ability of the Company to retain its key management employees; conflicts of interest; dilution through the exercise of outstanding options and warrants; share price volatility and no expectation of paying dividends; any disputes or disagreements with the Company’s joint venture partners; socio economic instability in South Africa or regionally; the Company’s land in South Africa could be subject to land restitution claims; any adverse decision in respect of the Company’s prospecting or future mining rights and projects in South Africa; the introduction of South African State royalties where the Company’s current mineral reserves are located; and the other risks disclosed under the heading “Risk Factors” in the Company’s annual information form (“AIF”) dated November 21, 2011 which is available electronically at www.sedar.com.

2


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

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. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

NOTE TO U.S. INVESTORS REGARDING RESOURCE ESTIMATES:

All resource estimates contained in this report have been prepared in accordance with National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System in compliance with Canadian securities laws, which differ from the requirements of United States securities laws. Without limiting the foregoing, this report uses the terms “measured resources”, “indicated resources” and “inferred resources”. U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, the U.S. Securities and Exchange Commission (“SEC”) does not recognize them. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher category. U.S. investors are cautioned not to assume that all or any part of the inferred resources exists, or that they can be mined legally or economically. Information concerning descriptions of mineralization and resources contained in this report may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

1. DESCRIPTION OF BUSINESS

Platinum Group Metals Ltd. is a British Columbia corporation incorporated on February 18, 2002 by 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 an exploration and development company conducting work primarily on mineral properties it has staked or acquired by way of option agreement in the Republic of South Africa and Canada.

The Company’s complement of staff, consultants and casual workers in both Canada and South Africa currently consists of approximately 30 individuals. A further six people have been appointed as the owner’s team for the Project 1 Platinum Mine (“Project 1”) in South Africa. Engineering, Procurement and Construction Management (“EPCM”) provider, DRA Mining Pty Ltd. (“DRA”) has assigned approximately 30 people to the project. Civil and underground mining contractors currently have approximately 300 people working on site at Project 1. General office space and support services in Canada and South Africa are unchanged in the three month period. In addition to its general office space, the Company uses facilities at the Company owned Sundown Ranch property for mine site administration, site induction and staff services. An information technology and communication upgrade is also underway in Canada and South Africa to enhance the efficiency of data transmission within the Company. The upgrade is near completion.

3


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

2. PROPERTIES

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 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. Any properties management deems to be impaired are written down to estimated fair market value or written off. During the period, there were no write-offs in deferred costs. For more information on mineral properties, see below and Notes 5 and 6 of the Company’s Financial Statements.

SOUTH AFRICA PROPERTIES

The Company conducts all of its South African exploration work through its 100% owned subsidiary, Platinum Group Metals RSA (Pty.) Ltd. (“PTM RSA”). Development of Project 1 is conducted through Maseve Investments 11 (Pty.) Ltd. (“Maseve”), a company owned 74% by PTM RSA and 26% by Black Economic Empowerment company Africa Wide Mineral Prospecting and Exploration (Pty) Limited (“Africa Wide”), which is in turn owned 100% by Johannesburg Stock Exchange listed Wesizwe Platinum Limited (“Wesizwe”).

Project 1 and 3

Project 1 and 3 - Activities in the three months ended November 30, 2011

During the three months ended November 30, 2011, the Company incurred $9.80 million towards the exploration, engineering and development costs of Project 1. In the prior year’s comparative period, total Project 1 and 3 expenditures amounted to $0.67 million. At November 30, 2011, the Company carries total deferred development costs related to Project 1 of $121.23 million and related to Project 3 of $3.89 million. During the three months ended November 30, 2011, the Company did not incur any costs on Project 3. Wesizwe’s non-controlling 26% interest in Maseve is recorded at $32.71 million as of November 30, 2011.

In October 2011, the Company completed its public notice and consultation process and filed a final Environmental Impact Assessment (“EIA”) in relation to its April 2011 application for a mining authorization for Project 1. The EIA compiled local and regional research and the results of community and environmental studies completed over a period of more than 12 months prior to the filing date.

Also in relation to its application for a mining authorization, in early December 2011, after a consultation process with the Department of Mineral Resources of the Government of South Africa (“DMR”) and the communities surrounding Project 1, the Company filed a final form of its Social and Labour Program (“SLP”). Work on the SLP had been conducted over several years.

In May 2011, civil construction for Phase 1 of Project 1 began, with the mobilization of Wilson Bailey Holmes (“WBHO.”) WBHO is responsible for major surface infrastructure excavation and construction. In September 2011, WBHO completed the central box cut excavation, consisting of a concrete ramp, an 18 metre high wall and collars. They also constructed substantial surface infrastructure. In October, WBHO executed the first undercut blasts to commence underground development. Including some change in scope of work, as of November 30, 2011, the Company has incurred R37.8 million (approximately $4.75 million) for civil construction work against an original commitment of R35.6 million (approximately $4.46 million). WBHO is now demobilizing from site and has handed over site control to underground mining contractor JIC Mining Services (“JIC”) of South Africa. JIC mobilized to site in August and first constructed maintenance buildings and facilities, then commenced work into the underground on the planned twin barrel decline system. At the time of writing, the larger conveyor belt decline has advanced approximately 75 linear metres while the equipment decline has advanced approximately 55 linear metres. A cross cut 14 metres in length has also been completed between the declines, along with re-muck bays, sumps, ground support and steel sets at the collars. Phase 1 is currently 55% to 60% complete, is on budget and approximately within 10 to 12 weeks of being on schedule.

4


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

Ancillary servicing for the site including buildings, piping, cabling, fencing and security has been completed. A temporary power supply of 1.5MVa has been installed on site and has been energized. A 10 MVa supply line is slated for completion and connection in 2012. Permanent power service for the remaining 30 MVa is being designed and engineered by Eskom, a South African electricity public utility, to be supplied in 2013. The Company has paid Eskom R 51.71 million ($6.48 million at November 30, 2011) of an R 142.22 million (approximately $18.0 million) commitment for delivery of power.

Project 1 – Activities in the year ending August 31, 2011

In December 2010, the Company appointed DRA as EPCM contractor for surface infrastructure and underground development. DRA assigned approximately 30 full time professionals to oversee and plan the execution of the development of surface infrastructure, power delivery, water delivery, civil works and excavations and the development of underground tunnels to access ore during Phase 1 construction. DRA’s scope of work included engineering, design, construction management, administration and cost and schedule control.

In March 2011, the Company received a positive record of decision from the DMR for its detailed underground development plans and environmental management program, including the taking of a bulk sample. The consent of the DMR required compliance with underlying regulations related to health, safety and environment. A mining right application and draft social and labour program for Project 1 was filed in April 2011 and was later accepted for processing by the DMR. Application in terms of the National Environmental Management Act (NEMA) was also accepted by the DMR.

During February, March and April 2011, the Company conducted approximately 16,850 metres of infill drilling on the near surface portions of the Project 1 platinum deposit in order to gain more detailed information for metallurgical, geotechnical, mine planning and scheduling purposes. As a result of this work, refinements to the scheduled mining during the first three or four years of the planned Project 1 mine life of both UG2 and Merensky Reef tonnage are currently being modeled and implemented. New geo-statistical information resulting from the latest borehole data, combined with the modified modeling, mine planning and scheduling, could result in changes to the reported reserves and resources. During the execution of the development plan, changes to the estimated capital cost for the development of the Project 1 may occur.

In July 2011, JIC was awarded the contract to develop twin 1,200 meter underground decline tunnels into the center of the Project 1 platinum deposit. JIC took over underground development from WBHO in mid-October. JIC is operating as one of the underground mining contractors at the producing Bafokeng Rasimone Platinum Mine immediately adjacent to the Project 1 and currently operates as underground mining contractor on another six platinum mines and one chrome mine in South Africa, employing 7,200 people. JIC has a good safety record and has invested in an accredited training facility near Project 1. Total primary underground development cost for Phase 1 based on the JIC contract is estimated at R 206.85 million (approximately $25.96 million on November 30, 2011), resulting in an estimated cost per unit for underground development below the estimate in our 2009 Updated Feasibility Study. In the period ended August 31, 2011, an initial pre-payment of R 25.0 million (approximately $3.14 million on November 30, 2011) was released to JIC after JIC provided an appropriate form of performance guarantee. A further retention amount of R 20.69 million ($2.59 million on November 30, 2011) was released to JIC approximately ten days later. JIC will be paid according to progress invoicing as work is completed over approximately seventeen months commencing when JIC was established on site in August 2011.

5


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

In midyear 2011, the Company entered into an agreement with regional water supplier, Magalies, for a temporary 0.5 ML/day water supply. The construction of this supply is complete. The agreement for permanent water supply of 6 ML/day is being finalized and service is slated to be provided by late 2013. To November 30, 2011 the Company has paid approximately R 2.0 million (approximately $0.25 million on November 30, 2011) to Magalies for temporary water supply and the engineering of permanent supply.

In June 2011, the Company committed to Wrap-around Liability insurance. In March and September 2011, the Company committed to Course of Construction insurance for Project 1. Three year estimated cost of insurance is approximately $440,000. Additional insurance will be required for Phase 2 construction and mine operation. During fiscal 2011, the Company completed a comprehensive risk assessment for Project 1 with the assistance of an international insurance broking firm.

Project 1- Financial Overview

The Company completed a definitive feasibility study (“FS”) in July 2008 and an updated feasibility study entitled “Updated Technical Report (Updated Feasibility Study) Western Bushveld Joint Venture (Elandsfontein and Frischgewaagd) (“UFS”) in October 2009 for Project 1, which was at that time a portion of the Western Bushveld Joint Venture (“WBJV”) in South Africa. Included in each study is a declaration of four element or “4E” reserve ounces of combined platinum, palladium, rhodium and gold at the time of publication.

The Base Case for the UFS was modeled using 3 year trailing metal prices at September 2009, including US$1,343 per ounce platinum, an exchange rate of 8 Rand to the US Dollar and a 10% discount rate, resulting in a pre-tax net present value of US $475 million for the project on a 100% of project basis. Applying a 5% discount rate resulted in a pre-tax net present value of US $981 million on a 100% of project basis. The UFS model does not include escalation of costs or metal prices due to inflation. The Base Case also calculated a strong Internal Rate of Return “IRR” (pretax) of 23.54% .

The UFS estimated average life-of-mine cash operating costs to produce concentrate at R525 (approximately US$65.63) per tonne of ore or R4,208 (approximately US$526) per 4E ounce. The Merensky Reef layer represents the first 15 years of production and the Merensky basket price per 4E ounce is modeled at US$1,185 (3 year trailing prices to September 2009) and US$1,025 (prices recent to September 2009). The UG2 layer represents the balance of modeled production. The UG2 basket price per 4E ounce was modeled at US$1,433 (3 year trailing prices to September 2009) and US$1,068 (prices recent to September 2009). The model includes a subsequent average 15.16% discount from the metal price to estimate the smelter pay discount.

The project, as described in the UFS, has an estimated life of 22 years with 9 years at steady state production of 234,000 to 300,000 4E ounces per year. Capital costs for the mine and concentrator are estimated at R3.55 billion or US$443.13 million for peak funding and R4.76 billion or US$595.04 million for life of mine funding, both at an exchange rate of 8 Rand to the USD.

Currently, management believes the general outline of project implementation and timing is appropriate, taking into account a delay to the effective project start from the dates in the UFS due to the time required to complete the restructuring of the WBJV (the “Restructuring”) and the two phase approach to development now being employed. Phase 1 development is underway, while Phase 2 of development will be dependent upon the grant of a final mining authorization, the completion of a concentrate off-take agreement and the arrangement of a commercial debt facility or other funding for the project. All three of these requirements are currently being advanced by the Company.

6


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

In December 2010, the Company approved a $100 million Phase 1 budget for the development of twin central declines into the Project 1 deposit, which is now underway as described above. The Company committed $74 million against its 74% share of this budget. Phase 1 included the purchase of surface rights and facilities at a cost of R 130.0 million (approximately $18.81 million). The remainder of the Phase 1 budget is being applied for surface and earth works, including pads, lay down areas, a box cut, twin decline access and limited level development. Work completed under Phase 1 is a component of the estimated US$443 million peak funding to build Project 1.

Project 1 - Mineral Resources and Reserves

The Company provided a statement of reserves for Project 1 in the Updated Feasibility Study and an updated statement of resources for Project 1 in a NI 43 101 technical report dated November 20, 2009 entitled “An Independent Technical Report on Project Areas 1 and 1A of the Western Bushveld Joint Venture (WBJV) Located on the Western Limb of the Bushveld Igneous Complex, South Africa” (the “Project 1 Report”). An updated NI 43 101 technical report dated August 31, 2010 entitled “Technical Report on Project 3 Resource Cut Estimation of the Western Bushveld Joint Venture (WBJV) Located on the Western Limb of the Bushveld Igneous Complex, South Africa” (the “Project 3 Report”) was filed with respect to Project 3. Project 1 hosts an estimated 2.801 million measured four element or “4E” ounces of platinum, palladium, rhodium and gold (14.067 million tonnes @ 6.19 g/t), 5.361 million indicated 4E ounces (30.392 million tonnes @ 5.49 g/t) and 0.047 million inferred 4E ounces (0.176 million tonnes @ 8.33 g/t). Project 3 hosts an estimated 1.939 million indicated 4E ounces (11.104 million tonnes @ 5.43 g/t) and 0.076 million inferred 4E ounces (0.443 million tonnes @ 1.47 g/t). Of the resources stated above for Project 1, there are 1.756 million 4E ounces (11.764 million tonnes @ 4.64) categorized as proven reserves and 2.91 million 4E ounces (90.464 million tonnes @ 4.57 g/t) categorized as probable reserves. Reserves and resources reported above are from combined Merensky and UG2 reef tonnes. The Company holds a 74% interest in the 4E ounces attributable to Project 1 and Project 3 as described above. New geo statistical information and ongoing mine design parameters resulting from recent infill borehole data, combined with modified modeling, mine construction steps and scheduling being completed at the time of writing of this MD&A, could result in changes to the reported reserves and resources for Project 1.

Additional information regarding grades, prill splits, sampling and reserve and resource calculations can be found in the technical reports described above as filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Reserves are a sub-set of measured and indicated resources included in the UFS and take into account mining factors and are not in addition to the resources.

Project 1 - Infrastructure and Metal Recovery

The UFS design for metallurgical extraction utilizes a standard plant design similar to other nearby plants in the Bushveld complex operating on the same reefs. The plant is designed with circuits that can process Merensky Reef, UG2 Reef or a blended feed. The Merensky Reef is the target of initial mining because of its higher grade and low chrome content. The concentrator has been designed and costed in the UFS based on a treatment rate of 160,000 tonnes per month, rather than on 140,000 tonnes per month as in the FS. For the concentrator to treat this increased quantity of reef, the recovery has been reduced with a discount of up to 2.5% for treatment in excess of nominal “name plate” capacity.

Metallurgical testing and the published experience of the adjacent operating mines support a “name plate” capacity plant recovery rate estimate of 87.5% of platinum, palladium, rhodium and gold on the Merensky Reef and 82.5% on the UG2 Reef. Recoveries of 45% for nickel and 70% for copper are also modeled for the Merensky Reef. Ruthenium and Iridium are also included as minor contributors. Additional metallurgical study is under way at the time of writing in order to refine the Company’s data in advance of formal off take negotiations.

7


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

The mine infrastructure in the estimates includes the entire required surface infrastructure for a standalone mine including water, power, underground access and ventilation to establish full production.

Project 1 - History of Acquisition

On October 26, 2004, the Company entered into the WBJV with a subsidiary of Anglo Platinum Limited (“Anglo”) and Africa Wide to pursue platinum exploration and development on combined mineral rights that would eventually cover approximately 72 square kilometres on the Western Bushveld Complex of South Africa. The Company and Anglo Platinum each held a 37% working interest in the WBJV, while Africa Wide held a 26% working interest. The area of the WBJV was comprised of three functional areas described as Project 1 (100% WBJV), Project 2 (50% WBJV: 50% Wesizwe Platinum Ltd.) and Project 3 (100% WBJV). In April 2007, the shareholders of Africa Wide sold 100% of their company to Wesizwe.

Also, in 2004, the Company acquired the surface rights to the 365.64 hectares Elandsfontein farm and its underlying mineral rights. The Elandsfontein mineral titles were transferred to project operating company, Maseve on April 22, 2010 while the surface rights, valued at half of the original acquisition cost, remain under title to the Company.

During 2008, the Company purchased surface rights adjacent to the Project 1 deposit area measuring 216.27 hectares for R 8.0 million (approximately $1.09 million) and the Company also acquired surface rights directly over a portion of the Project 1 deposit area measuring 358.79 hectares for a total of R 15.69 (approximately $2.14 million). The rights and title to the above two properties remain with the Company.

Based on the WBJV resource estimate contained in the FS, and under the terms of the original WBJV agreement, on April 22, 2010 the Company paid an equalization amount due to Anglo in the amount of $24.83 million (R 186.26 million).

Also on April 22, 2010, the partners of the WBJV completed the restructuring, a transaction dissolving the WBJV and reorganizing its underlying assets. Wesizwe acquired all of Anglo’s mineral interests underlying the WBJV, retained Anglo’s interests to Project 2, and then transferred all of Anglo’s interests underlying Projects 1 and 3 into project operating company Maseve. The Company transferred its interests in the mineral rights underlying Projects 1 and 3 into Maseve, and rescinded its interests in Project 2 to Wesizwe. Post transaction Wesizwe retained 100% of Project 2 and Maseve obtained 100% of Projects 1 and 3. Anglo received an approximate 26% interest in the equity, at that time, of Wesizwe.

In exchange for its 18.5% interest in Project 2 the Company effectively received a 17.75% interest in Maseve. The Company also received a 37% interest in exchange for its share of Projects 1 and 3, bringing its holdings at April 22, 2010 in Maseve to 54.75% . Wesizwe received a 45.25 % initial interest in Maseve. The sale of the Company’s 18.5% interest in Project 2 was accounted at an estimated fair value of $65.42 million on April 22, 2010, versus an historic cost of $19.80 million, for a gain of $45.62 million. The transfer of the Company’s 37% interest in Projects 1 and 3 into Maseve was accounted for as a reorganization of existing business and was transferred into Maseve at book cost.

According to the terms of the April 22, 2010 reorganization, the Company acquired a further 19.25% interest in Maseve in exchange for subscriptions totalling R 408.81 million (approximately $59 million at January 14, 2011), thereby increasing its shareholding to 74%. The subscription funds are held by Maseve in escrow and are being applied towards Wesizwe’s 26% share of expenditures for Projects 1 and 3.

In August 2010 the Company acquired surface rights covering 1,713 hectares overlaying portions of Project 1, including accommodation facilities, for approximately $18.8 million (R 130.0 million). The Company has assigned these rights to Maseve. The purchase price was part of the Phase 1 development budget for Project 1 as described above. The Company is in process of transferring additional surface rights over the project area, at cost, into Maseve in order to facilitate the development of Project 1.

8


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

Other South Africa Properties

Exploration expenditures during the three months ended November 30, 2011 on projects in South Africa other than Project 1 and Project 3 totaled $0.45 million (November 30, 2010 - $0.645 million). Cost recoveries during the period in the amount of $0.50 million (November 30, 2010 - $0.638 million) were received from joint venture partners.

Northern Limb, Bushveld - War Springs and Tweespalk Properties

In March 2008, the Company reported an inferred resource on a 100% basis of 1.676 million ounces 3E (platinum, palladium and gold) at a grade of 1.11 g/t with a minor credit for copper and nickel. Additional information regarding grade, prill splits, sampling and resource calculations can be found in NI 43-101 technical report dated June 18, 2009 entitled “Revised Inferred Mineral Resource Declaration War Springs (Oorlogsfontein 45K2), Northern Limb Platinum Property, Limpopo Province, Republic of South Africa” (the “War Springs Report”) filed on SEDAR and on EDGAR at www.sec.gov.

The War Springs mineral resource is characterised by two distinct reef layers, termed the "B" and "C" reefs. Both reefs are typically greater than 6 metres thick. The reefs outcrop on surface and extend down dip in parallel sheets at a 65 degree angle to a depth of 400 metres, remaining open at depth. Of the 22 boreholes drilled to February 2006, and which were used in the resource calculation, 15 boreholes intersected the “B” Reef and 8 boreholes intersected the “C” Reef. A total of 9,926 samples were taken for analysis. Drilling results from Phase 1 and 2 covering approximately 2,200 metres of strike length on 250 metre spacing, combined with a review of economic cut-off, form the basis of the updated Inferred Mineral Resource estimate reported in the War Springs Report. Since March 2009 a total of 17,222 metres of drilling in 20 boreholes have been completed on the War Springs project with JOGMEC funding. Total expenditures incurred by JOGMEC to November 30, 2011 on War Springs amounted to approximately $2.58 million. During the first quarter, the 2011 drilling program was completed and JOGMEC indicated that they do not plan to fund further work on this project.

Black Economic Empowerment groups Africa Wide, a subsidiary of Wesizwe, and Taung Minerals (Pty) Ltd., a subsidiary of Platmin Limited, have each acquired a 15% interest in the Company’s rights to the War Springs project carried to bankable feasibility. Africa Wide also holds a 30% participating interest in the Tweespalk property. The Company retains a net 70% project interest in both the War Springs and the Tweespalk properties.

Sable Joint Venture, South Africa

During 2009, the Company acquired by staking various prospecting permits west of Pretoria along the trend of the south eastern part of the Western Limb. The territory, named the Sable Joint Venture project area, is under agreement to a black economic empowerment group for a 26% interest and Sable Platinum Mining (Pty) Limited (“Sable”) as to a 51% interest in exchange for Sable funding approximately $6.0 million (R 42.0 million) in work on the project. To date, exploration work consisting of mapping, soil sampling, geophysical surveys and drilling has been undertaken. Drilling was completed in the fiscal first quarter and will continue in early calendar 2012. Results will be released in the months ahead. To the time of writing, a total of 5,367 metres have been drilled in 7 boreholes on the project area. The Company is the operator of the project. Total cumulative expenditures incurred by Sable Platinum to November 30, 2011 amounted to approximately $ 0.90 million.

Waterberg Venture, South Africa

T September 2009 and into 2011, the Company was granted several adjacent prospecting rights for a 137 square kilometre area named the Waterberg Project, north of the known North Limb of the Bushveld Complex. The Company held an initial 74% interest in the project and private South African Black Economic Empowerment firm, Mnombo Wethu Consultants CC (“Mnombo”), holds a 26% interest.

9


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

In October 2009, the Company entered an agreement with JOGMEC and Mnombo whereby JOGMEC may earn up to a 37% interest in the project for an optional work commitment of US$3.2 million over 4 years, while at the same time Mnombo is required to match JOGMEC’s expenditures on a 26/74 basis. If required, the Company agreed to loan Mnombo their first $87,838 in project funding.

On November 7, 2011 the Company entered into an agreement with Mnombo whereby the Company will acquire 49.9% of the issued and outstanding shares of Mnombo in exchange for cash payments totalling R 1.2 million and paying for Mnombo’s 26% share of project costs to feasibility. When combined with the Company’s 37% direct interest in the Waterberg Project (after JOGMEC earn-in), the 12.974% indirect interest to be acquired through Mnombo will bring the Company’s effective project interest to 49.974% .

Magnetic, gravity, and general trends all indicate that the North Limb extends under shallow cover in this area and initial geochemical sampling confirm this interpretation. In early 2011, drilling confirmed the presence of BIC sequences and results announced on November 9, 2011 confirmed the presence of two PGE bearing zones or reefs with significant values. Reported drill intercepts included 3.47 g/t platinum, palladium and gold (2 PGE+Au) over 3.5 meters and 7.00 g/t 2PGE+Au over 5.0 meters at vertical depth of approximately 660 meters. At the time of writing, assay values for these intercepts for rhodium, copper and nickel remain outstanding and a total of 6,289 metres have been drilled in 3 completed boreholes and 5 boreholes underway on the project area. The Company is the operator of the project. Total cumulative project expenditures incurred to November 30, 2011 amounted to approximately $1.10 million, of which JOGMEC has funded approximately $1.07 million.

Canadian Properties

Mineral property acquisition and capital costs deferred during the three months ended on projects in Canada totaled $5,576 (November 30, 2010 - $ nil). Exploration costs incurred in the period for Canadian properties totaled $609,528 (November 30, 2010 - $nil).

Lac des Iles - Thunder Bay North Properties, Ontario

The Company maintains a large mineral rights position in the Lac des Iles – Thunder Bay North area, Ontario as a strategic holding against increasing prices for palladium and platinum. Included in these holdings are claims staked in early 2011 as well as a continued 100% interest in the 36 claims that make up the Lac Des Iles River, Shelby Lake and South Legris properties, 11 claims of which are subject to 2.0% NSR royalties, which the Company may buy back.

The Company’s Canadian exploration program was active in the period. The Company currently holds 100% interest in a total of 612.32 square kilometers, within the Lac des Iles – Thunder Bay North region. The majority of the holdings are made up of new properties acquired by staking early in 2011, which were identified utilizing in-house compilation and modeling of geophysics, geochemistry and work completed by the company in the area over the past 10 years. In addition, the Company retains a majority interest in the Agnew Lake property, within the Sudbury Mining District. During the period, 6 square kilometres of peripheral claims were dropped at Agnew Lake bringing the total land holdings there to 67.04 square kilometres.

The Company retains a right to earn up to a 75% interest in Benton Resources Corp’s ("Benton") Bark Lake platinum-palladium project, comprised of 19 mineral claims totaling 40 square kilometres located approximately 120 km west of Thunder Bay, Ontario. To earn a 70% interest, the Company must make staged option payments of $145,000 in cash ($35,000 paid to date) and 215,000 shares (none issued to date) as well as complete $1,625,000 in exploration work over a 7 year period ($283,501 has been completed to November 30, 2011.) The Company may earn a further 5% (75% total) by completing a pre-feasibility study. The first 12 month exploration expenditure commitment of $125,000 has been met with the completion of a reconnaissance VTEM airborne geophysical survey and the drilling of 1383 metres in 8 diamond drill holes. The Company is reviewing exploration results to date and will decide in the second fiscal quarter whether or not it will proceed with this property.

10


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

All of the newly acquired properties in the Thunder Bay District are targeted on a new mineralization type in younger intrusive rocks where contained platinum is equal or greater than palladium. Platinum Group’s pre-existing projects are targeted on older intrusive rock types like that at North American Palladium’s Lac des Iles Mine where palladium is the dominant platinum group metal, or “PGM”. Historically, North American deposits have been dominated by palladium rather than rarer and more valuable platinum. Some new exploration in the Thunder Bay area has demonstrated previously unexplored potential for platinum in pipe like intrusions or conduits. The Company plans to be a major participant in exploration for this new deposit type in this area as well as continue its exploration for the older age targets such as Lac des Iles.

The Company is currently conducting exploration programs on all the Lac des Iles - Thunder Bay District properties. Prospecting, geophysical surveys, soil and rock chip sampling, mapping and drilling have all been part of the work during the period. Five of the 100% owned properties and the Bark Lake Option have been drill tested based on airborne geophysics survey results, geological ground work, geochemistry and compilation of historic data. To date, a total of 4,274 metres have been drilled in 17 holes, of which 2,891 metres in 9 holes have been drilled on 100% owned properties.

Two drill holes on the Triangle property were extended to test for an off-hole conductor interpreted from a downhole geophysical survey and later defined by a 39 line kilometer detailed VTEM airborne geophysical survey. Exploration work continues on the Triangle Property and 8.96 square kilometres were added to the property through staking during the period.

Northwest Territories Property

In the previous period, the Company purchased the Providence Copper-Nickel-Cobalt-Platinum Group Metals (“Cu-Ni-Co-PGM”) Property from Arctic Star Exploration (Arctic Star) for a payment of $50,000 and a 1.0% NSR royalty. The claims comprising the Providence property will be brought to lease once a crown survey has been completed. To date, the first year lease payment and application fees have been paid. Total acquisition costs from the previous period are $78,216.

The camp and associated Land Use Permit have been purchased for an additional $20,000 from Arctic Star. The Company has re-activated its corporate registration in the Northwest Territories and the land use permit associated with the camp and exploration work has been transferred into the Company’s name. As part of the transfer, a security deposit of $26,740 was issued to the Aboriginal Affairs and Northern Development Canada. An extension has been granted by the Northwest Territories Mining Recorder for the completion of the survey of the claims to lease until September 28, 2012. During the period $111,897 in exploration costs were incurred. Costs include; research and compilation, permitting, camp purchase and maintenance and fuel purchase and supply.

The property is comprised of 13 mineral claims totaling 133.66 square kilometres and is located approximately 70 km west of the Diavik Diamond Mine, NWT. The property covers approximately 20 kilometers of a recently recognized belt of mafic to ultramafic rocks that is host to the first discovery of magmatic Cu-Ni-Co-PGM massive sulphide mineralization in the Slave Craton. The ultra-mafic suite of rocks, known as the Providence Lake Belt, are interpreted to be Komatiitic to ultramafic lavas or intrusive sills. Drilling by Arctic Star has shown that the Cu-Ni-Co-PGM mineralization is hosted within, and at the base of the ultramafic flow/intrusive sill sequence. The ultramafic host to the mineralization is stratiform to a basaltic hanging wall and a metasediment footwall. The hanging wall basaltic flows contain intercalated sulphide-rich units. The dimensions of the massive sulphide mineralization defined to date ranges in thickness from 0.3m to 5.0m and exceeds 450 m strike length and 150 m (vertical) depth. The mineralized horizons remain open along strike in either direction and to depth.

The Company continues to compile and re-interpret the large amount of data supplied by Arctic Star and is in the process of acquiring contractors for the spring work program. The Phase 1, spring program will consist of diamond drilling and geophysics to define and test targets derived from the compilation and re-interpretation work as well as a step out drill program to further define the extents of known Cu-Ni-Co-PGM mineralized zone. Work on the property is planned to commence in March-April of 2012.

11


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

3. DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION

A) Results of Operations

Three Months Ended November 30, 2011

For the three months ended November 30, 2011, the Company incurred a net loss before taxes of $5.31 million (November 30, 2010 – $4.41 million). General and administrative expenses totaled $1.21 million (November 30, 2010 - $1.23 million). The current period’s costs aren’t materially different than the comparative period as the Company has maintained the same level of corporate staff and utilized similar consulting services compared to the same period last year. Stock based compensation expenses totaled $1.91 million (November 30, 2010 - $3.52 million). Stock options were granted to employees and consultants in the current and comparative periods. The difference in expense resulted from changes in the number of stock options issued, share price volatility and interest rates. Foreign exchange loss during the period was $3.18 million (November 30, 2010– gain $0.2 million). The loss in the current period resulted from the effect of the Rand’s decreased value on cash balances held in Rand. Interest earned in the quarter totaled $1.08 million compared to $0.2 million in the comparative three month period in 2010. The increase in interest earned is due to higher average cash holdings.

Quarterly Financial Information

The following table sets forth selected quarterly financial information for each of the last eight quarters.

Quarter Ending (3)   Interest & Other     Net (Loss)     Net Basic  
    Income(1 )   Income (2 )   (Loss)  
                Earnings  
                per Share  
November 30, 2011 $ 1,083,092     ($5,313,129 )   ($0.03 )
August 31, 2011 $ 1,805,073   $ 352,450   $ 0.00  
May 31, 2011 $ 1,084,648     ($2,619,602 )   ($0.01 )
February 28, 2011 $ 730,640     ($2,289,890 )   ($0.02 )
November 30, 2010 $ 164,937     ($4,335,209 )   ($0.03 )
August 31, 2010 $ 9,352     ($4,140,280 )   ($0.04 )
May 31, 2010 $ 220,145   $ 31,183,948   $ 0.33  
February 28, 2010 $ 177,201     ($975,747 )   ($0.01 )

Explanatory Notes:

(1)

The Company earned interest income from interest bearing accounts held by the Company. The amount of interest income earned correlates directly to the amount of cash on hand during the period referenced. Quarterly interest income was higher in 2011 than in past years due to higher cash balances on hand. The balance of funds held in Rand can also effect the amount of interest earned, as Rand balances earn significantly higher rates of interest than can be earned at present in Canadian dollars.

   
(2)

Net income (loss) by quarter is often materially affected by the timing and recognition of large non-cash income, expense or write-off charges. The quarter ended November 30, 2011 included a foreign exchange loss of $3.2 million which as noted above was due to the weakening of the Rand against the Canadian dollar. This quarter also included a non-cash expense for stock based compensation of $1.91 million. The quarter ended August 31, 2011 included a foreign exchange loss of $3.37 million due to the movement of the Rand against the Canadian dollar and an accrual for a future income tax recovery of $2.07 million related to mineral property expenditures. The quarter ended May 31, 2011 included a non-cash charge for stock based compensation in the amount of $2.9 million. The quarter ended November 30, 2010 included a non-cash charge for stock based compensation in the amount of $3.5 million. The quarter ended May 31, 2010 included a non-cash realized gain on the deemed sale of the Company’s 18.5% interest in Project 2 of the WBJV. After adjusting out these non-cash charges, the results for the quarters listed show a more consistent trend, with general growth in expenses over time in accordance with the Company’s increased exploration, development and corporate activities.

12


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

(3)

Quarters ending in fiscal year 2011 have been restated in accordance with IFRS. Stated quarters prior to the transitional date of September 1, 2010 are based on CGAAP.

B) Dividends

The Company has neither declared nor paid dividends on its common shares. The Company has no present intention of paying dividends on its common shares, as it anticipates that all available funds will be invested to finance the growth of its business.

C) Trend Information

Other than the financial obligations as set out in the table provided at Item f) below, there are no demands or commitments that will result in, or that are reasonably likely to result in, the Company’s liquidity either increasing or decreasing at present or in the foreseeable future. The Company will require additional capital in the future to meet both its contractual and non-contractual project related expenditures. It is unlikely that the Company will generate sufficient operating cash flow to meet all of these expenditures in the foreseeable future. Accordingly, the Company will need to raise additional capital through debt financing, by issuance of securities, or by a sale or partnering of project interests in order to meet its ongoing cash requirements. See discussions at item 3. a) "Results of Operations" above and at item f). "Liquidity and Capital Resources" below.

D) Related Party Transactions

During the period, $140,985 (November. 30, 2010 - $147,605) was paid to non-independent directors for salary, consulting and bonus. At November 30, 2011, $2,801 was included in accounts payable (November 30, 2010 - $35,290) and $16,500 was included in accounts receivable (November 30, 2010 - Nil).

During the period, $25,000 (November 30, 2010 - $6,000) was paid to independent directors for directors fees and services. At November 30, 2011, $25,000 was included in accounts payable (November. 30, 2010 - Nil).

During the period, the Company provided accounting, secretarial and reception services at market rates for day-to-day administration and accounting to Nextraction Energy Corp. (“Nextraction”), a company with three directors in common (R. Michael Jones, Frank Hallam and Eric Carlson). Fees received have been credited by the Company against its own administrative costs. The Company received service fees of $49,500 (2011 - $25,500) during the period from Nextraction.

During the period, the Company provided accounting, secretarial and reception services at market rates for day-to-day administration and accounting to West Kirkland Mining (“WKM”), a company with three directors in common (R. Michael Jones, Frank Hallam and Eric Carlson) and two common officers (R. Michael Jones and Frank Hallam). Fees received have been credited by the Company against its own administrative costs. The Company received service fees of $25,500 (2011 - $25,500) during the period from WKM.

During the year ended August 31, 2005, the Company entered into an office lease agreement with Anthem Works Ltd. (“Anthem”), a company with a director in common (Eric Carlson). During the period the Company accrued or paid Anthem $22,022 under the office lease agreement (2011 - $21,382).

13


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

At the end of the quarter, amounts receivable includes $348,499 from Wesizwe.

All of the above transactions are in the normal course of business and are measured at the exchange amount which is the consideration established and agreed to by the noted parties.

E) Off-Balance Sheet Arrangements

The Company does not have any special purpose entities nor is it party to any arrangements that would be excluded from the balance sheet.

F) Liquidity and Capital Resources

Accounts receivable at period end totaled $2.95 million (2011 - $1.85 million) being comprised mainly of value added taxes refundable in South Africa. Accounts payable at period end totaled $6.09 million (2011 - $5.98 million).

Apart from net interest earned on cash deposits during the quarter of $1.08 million (2011 - $0.16 million), the Company had no sources of income. The Company’s primary source of capital has been from the issuance of equity. At November 30, 2011 the Company had cash and cash equivalents on hand of $53.09 million compared to $144.52 million at November 30, 2010. The decrease in the cash balance between the two periods is primarily due to a share subscription in January 2011 of approximately R 408.81 million, which resulted in the transfer of funds into a restricted cash escrow account in Maseve to fund Wesizwe’s 26% of Project 1 expenditures. At November 30, 2011 exchange rates, a balance of $41.99 million (November 30, 2010 - $Nil) remained in this restricted cash account. To November 30, 2011, a total of $11.67 million (2010 – nil) has been withdrawn from escrow against Wesizwe’s 26% share of project expenditures.

During the three months ended November 30, 2011, the Company issued a total of Nil (November 30, 2010 – 74,676,900) common shares, therefore there were no cash proceeds (November 30, 2010 - $143.27 million). The proceeds in 2010 resulted primarily from a bought deal financing, including an over-allotment, for gross proceeds of $143.81 million on the issue of 70.15 million shares. Issue costs, including a 5.5% commission to the Agents and their legal costs, totaled $8.44 million. Cash proceeds from equity issuances are primarily spent on mineral property and surface right acquisitions, exploration and development as well as for general working capital purposes. The balance of cash outflows is made up of management and consulting fees and salaries, and other general and administrative expenses. Proceeds from the 2010 financing were also used to acquire a further 19.25% interest in Maseve for subscriptions in the amount of R 408.8 million (approximately $59 million as of January 14, 2011), thereby increasing the Company’s shareholding in Maseve to 74%. According to the terms of the April 22, 2010 re-organization of the WBJV, as noted above, this subscription amount was placed into escrow in Maseve in order to fund Wesizwe’s 26% ongoing share of project costs. The Company is also funding its 74% share of a Phase 1 development budget for Project 1 of $100 million into Maseve.

The Company receives lump sum cash advances at various times as laid out in agreed budgets from its partners to cover the costs of joint venture projects.

The following table discloses the Company’s continual obligations for optional mineral property acquisition payments and contracted office and equipment lease obligations. Apart from a possible buy-out of the War Springs and Tweespalk projects, which optional acquisition payments are included in explanatory notes to the following table, the Company has no other property acquisition payments due to vendors under mineral property option agreements. The Company has no long term debt or loan obligations.

14


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

Payments by period in Canadian Dollars                          
          < 1     1 – 3     3 – 5     > 5  
    Total     Year     Years     Years     Years  
Payments (War Springs & Tweespalk)(1) $  76,478   $  15,296   $  30,591   $  30,591   $  -  
Lease Obligations   341,647     94,197     194,326     53,124     -  
Eskom–Power (2)   11,359,027     7,595,310     3,763,717     -     -  
Insurance contracts   205,889     72,666     133,223     -     -  
Other miscellaneous   110,338     110,338     -     -        
Totals $ 12,093,379   $  7,887,807   $  4,121,857   $  83,715   $  -  

Explanatory Notes:

(1) The Company pays annual prospecting fees to the vendors of US$3.25 per hectare. The Company has the option to settle the vendors’ residual interests in these mineral rights at any time for US$690 per hectare.

(2) The Company’s project operating subsidiary Maseve has entered into a long term electricity supply agreement with South African power utility Eskom. Under the agreement the Company is scheduled to receive connection and service for a 10 MVa construction power supply in 2012 and a total 40 MVa production power supply in later calendar 2013 in exchange for connection fees and guarantees totaling Rand 90,508,735 ($11,358,846 at November 30, 2011).

Cash at November 30, 2011 is sufficient to fund the estimated general and development operations of the Company for calendar 2012 and into the first calendar quarter of 2013, but will be insufficient to complete construction of the mine at Project 1. On August 2, 2011 the Company announced the appointment of four international commercial banks to the role of mandated lead arrangers for the placement of a USD $260 million project finance loan, representing approximately 60% of the estimated Project 1 capital cost requirements. The October 2009 UFS estimated a capital cost to build the Project 1 at US $443 million on a 100% basis at a rate of 8 Rand to the US Dollar. The banks have all received preliminary credit committee approval for the loan and are currently in process of completing loan documentation and legal and technical due diligence. In addition to the loan facility, the project financing is planned to include a USD $25.0 million working capital facility. Completion of the project financing will be subject to certain items, including the completion of an off take agreement and the formal grant of a mining right from the Government of South Africa. Depending on USD to Rand exchange rates and the actual costs to complete Phase 1 of Project 1, the Company anticipates the need for the Company to seek additional equity funding in 2012 is probable. The Company and Wesizwe will also be required to provide a cost overrun facility for the project, the amount and nature of which is still to be determined.

G) Outstanding Share Data

The Company has an unlimited number of common shares authorized for issuance without par value. At November 30, 2011, there were 177,584,542 common shares outstanding, 15,254,500 incentive stock options outstanding at exercise prices of $1.30 to $4.40. At January 25, 2012, there were 177,584.542 common shares outstanding and 14,499,500 incentive stock options outstanding. Subsequent to November 30, 2011, nil common share purchase options were exercised. During the period ending November 30, 2011, the Company made no changes to the exercise price of outstanding options through cancellation and reissuance or otherwise.

15


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

4. RISK FACTORS

The Company’s securities should be considered a highly speculative investment and investors should carefully consider all of the information disclosed in the Company’s Canadian and U.S. regulatory filings prior to making an investment in the Company. For a discussion of risk factors applicable to the Company, see the section entitled “Risk Factors” in the Company’s most recent annual information form filed with Canadian provincial securities regulators, which was also filed as part of the Company’s most recent annual report on Form 40-F with the U.S. Securities & Exchange Commission.

Without limiting the foregoing, the most significant risks and uncertainties faced by the Company are: the inherent risk associated with mineral exploration and development activities; the uncertainty of mineral resources and their development into mineable reserves; uncertainty as to potential project delays from circumstances beyond the Company’s control; and the timing of production; as well as title risks; political risks; risks associated with fluctuations in foreign exchange rates; risks associated with fluctuations in metal prices; risks associated with joint venture agreements and the possible failure to obtain mining licenses and/or to obtain the capital required for project and mine development.

5. OUTLOOK

At January 25, 2012, the Company’s cash position was approximately $94 million.

Preparation of detailed banking documents for the senior loan facility with the mandated syndicate of banks is ongoing. The completion of this documentation, due diligence, hedging establishment and off take negotiations are now expected to be completed during Q1 and Q2 of calendar 2012. The formal mining right record of decision from the DMR is expected before the end of Q1 of calendar 2012.

In September 2011, a joint engineering study on potential synergies with the Jinchuan-Wesizwe platinum mine adjacent to the Project 1 mine site was commenced. Initial technical analysis from the independent engineers highlights complementary production profiles and the potential for significant capital and operational savings. The production profile of the Company’s shallow Project 1 mine is scheduled to ramp up in 2014, while the Jinchuan-Wesizwe mine is scheduled to ramp-up from vertical shafts in 2018-2020. The synergy study specifically looks at sequencing and maximizing plant utilization of both Merensky and UG2 ore types from both mine areas at one location. Other advantages of a combined operation being considered include the efficient use of surface rights, tailings areas and production infrastructure. The synergy engineering study is expected to be completed in Q1 of calendar 2012.

Commencement of Phase 2 development at Project 1 will only begin after complete project financing is in place, off take agreements are executed and a formal mining right has been granted. Phase 2 will include a second decline access south of the current twin decline development, underground lateral development, a milling and concentrating facility and tailings impoundment area.

Metallurgical studies have been completed and negotiations with several parties regarding concentrate off-take arrangements are underway. Anglo Platinum retains a 60 day right of first refusal to match the terms of any off take agreement which the Company intends to execute. The Company estimates that the completion of off take arrangements, including Anglo’s 60 day right of first refusal, will be completed by Q2 of calendar 2012.

Following the completion of the UFS for Project 1 in October 2009, the Company completed further drilling, metallurgical work, mine design and cost estimation work. The Company has also incurred actual construction and property acquisition costs under the Phase 1 development program currently underway. Amendments to aspects of the UFS are in progress as expected during project implementation. Initial indicators, based on current implementation cost estimates, are that peak funding requirements for Project 1 have not changed materially from the UFS estimate. Current estimates of steady state production remain unchanged.

16


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

During 2011, a final mining right application, a social and labour program and an environmental impact assessment were filed for Project 1 and were officially accepted for processing by the DMR. The Company continues to work with the DMR to obtain a final mining authorization. As noted above, a record of decision on the Company’s application for a mining right is anticipated by early 2012.

The Company plans to continue working with joint venture partner funding to conduct exploration on the Waterberg and Sable projects. On November 9, 2011, the Company announced the discovery of new PGE bearing reefs at Waterberg. Exploration has since been accelerated by the Company and joint venture partner JOGMEC with 5 drilling rigs now active on the project.

In 2011, the Company approved a $2.0 million budget for exploration work on its Canadian properties located near Thunder Bay, Ontario. This initial work is nearing completion. Geophysics, soil and chip sampling, mapping and drilling have been a part of the 2011 work program. As of November 30, 2011, the full budget has been expended. The Company is assessing results of the 2011 program and plans to establish a new budget for Canadian exploration in 2012. Compilation work, modeling, budgeting and exploration planning is underway on the newly acquired Providence Nickel, Copper, Cobalt and Platinum Group Metals Property. Work on the ground will commence in the NWT in the Spring of 2012.

6. CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements in conformity with IFRS requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as income and expenses. Our accounting policies are described in note 3 of our November 30, 2011 unaudited quarterly condensed consolidated financial statements.

Review of asset carrying values and impairment

In accordance with the Company’s accounting policy, each asset or cash generating unit is evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss is recognised to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use.

The determination of fair value and value in use requires management to make estimates and assumptions about expected production, commodity prices, reserves, operating costs, closure and rehabilitation costs and future capital expenditures. The estimates and assumptions are subject to risk and uncertainty; hence there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in the income statement.

Stock-based compensation

We provide compensation benefits to our employees, directors, officers and consultants through a stock option plan. The fair value of each option award is estimated on the date of the grant using the Black- Scholes option pricing model. Expected volatility is based on historical volatility of our share price. The risk-free rate for the expected term of the option is based on the Government of Canada yield curve in effect at the time of the grant.

Asset Retirement Obligations

The amounts recorded for asset retirement costs are based on estimates included in closure and remediation plans. These estimates are based on engineering studies of the work that is required by environmental laws. These estimates include an assumption on the rate at which costs may inflate in future periods. Actual costs and the timing of expenditures could differ from these estimates.

17


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

Income and Resource Taxes

The determination of our future tax liabilities and assets involves significant management estimation and judgment involving a number of assumptions. In determining these amounts we interpret tax legislation in a variety of jurisdictions and make estimates of the expected timing of the reversal of future tax assets and liabilities. We also make estimates of our future earnings which affect the extent to which potential future tax benefits may be used. We are subject to assessment by various taxation authorities, which may interpret tax legislation in a manner different from our view. These differences may affect the final amount or the timing of the payment of taxes. When such differences arise we make provision for such items based on our best estimate of the final outcome of these matters.

Determination of ore reserve and mineral resource estimates

The Company estimates its ore reserves and mineral resources based on information compiled by Competent Persons as defined by NI 43-101. Reserves determined in this way are used in the calculation of depreciation, amortization and impairment charges, and for forecasting the timing of the payment of close down and restoration costs. In assessing the life of a mine for accounting purposes, mineral resources are only taken into account where there is a high degree of confidence of economic extraction. There are numerous uncertainties inherent in estimating ore reserves, and assumptions that are valid at the time of estimation 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 on depreciation and amortization rates, asset carrying values and provisions for close down and restoration costs.

Determination of useful lives of property, plant and equipment

The Company uses the straight line method to depreciate property, plant and equipment, whereby depreciation is calculated using expected life of the asset or the life of mine. As noted above there are numerous uncertainties inherent in estimating ore reserves which is fundamental to the calculation of the life of mine.

7. INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

Transition to IFRS from GAAP

In February 2008, the Canadian Accounting Standards Board confirmed that Canadian publicly accountable enterprises will be required to adopt International Financial Reporting Standards (“IFRS”) for financial periods beginning on and after January 1, 2011. The Company has adopted IFRS with an adoption date of September 1, 2011 and a transition date of September 1, 2010.

The Company has now completed its IFRS changeover plan. The following discussion outlines the Company’s transition project and IFRS transitional impacts. Notes 2 and 16 to the consolidated interim financial statements provide more detail on key Canadian GAAP to IFRS differences and accounting policy decisions.

IFRS Conversion Plan Completion

The Company’s IFRS conversion plan addressed matters including changes in accounting policies, IT and data systems, restatement of comparative periods, organizational and internal controls and any required changes to business processes. To facilitate this process and ensure the full impact of the conversion is understood and managed reasonably, the accounting staff attended several training courses on the adoption and implementation of IFRS. Through in-depth training and detailed analysis of IFRS standards, the Company’s accounting personnel obtained a thorough understanding of IFRS and possesses sufficient financial reporting expertise to support the Company’s needs. The Company has also reviewed its internal and disclosure control processes and they did not need significant modification as a result of the conversion to IFRS. Further, the Company assessed the impact on IT and data systems and concluded there were no significant impact to applications arising from the transition to IFRS.

18


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

IFRS 1 First-Time Adoption of International Financial Reporting Standards

Under IFRS 1 First-time Adoption of International Financial Reporting Standards, the IFRS are applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under Canadian GAAP taken to deficit unless certain exemptions are applied. IFRS provides for certain optional exemptions and certain mandatory exceptions for first time IFRS adopters. Set forth below are the applicable IFRS 1 optional exemptions the Company applied in the conversion from Canadian GAAP to IFRS.

a) Business Combinations

IFRS 1 permits the Company to apply IFRS 3 Business Combinations on a prospective basis only from the transition date. Therefore, the Company has not restated past business combinations to comply with IFRS 3, where control was obtained before the transition date.

b) Currency translation differences

Retrospective application of IFRS would require the Company to determine cumulative currency translation differences in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, from the date a subsidiary or equity method investee was formed or acquired. IFRS 1 permits cumulative currency translation gains and losses to be reset to zero at the Transition Date. The Company elected to reset all cumulative currency translation gains and losses to zero in opening retained earnings at its Transition Date. This election has resulted in a reversal of historical cumulative translation adjustment of $2.2 million on transition.

Significant Accounting Policy Changes on Transition to IFRS

IFRS employs a conceptual framework that is similar to Canadian GAAP; however significant differences exist in certain matters of recognition, measurement and disclosure. While the adoption of IFRS has not changed the cash flows of the Company, the adoption resulted in changes to the reported financial position and results of operations of the Company. A summary of the significant accounting policy changes on transition to IFRS is provided below.

a) Foreign currency translation

The Company’s South African subsidiaries have the South African Rand as their functional currency. Under Canadian GAAP for integrated foreign operations, only monetary items were translated to Canadian dollars at the end of each reporting period at the period end exchange rate. However under IFRS, all assets and liabilities of a foreign subsidiary with a functional currency different from the parent’s presentation currency are converted to the parent’s presentation currency at the period end rate with the resulting foreign exchange differences recorded in other comprehensive income.

Under Canadian GAAP, the South African subsidiaries were considered to be integrated operations, which effectively mean the entities had Canadian functional currencies. Under IFRS, these South African subsidiaries are considered to have the Rand as their functional currency. As a result, the foreign exchange gain or loss on the intercompany loan to the foreign subsidiaries which is considered the parent company’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment. Under CGAAP, the gain or loss was recognized in the profit or loss.

19


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

b) Deferred Income Taxes

Under Canadian GAAP, deferred income taxes were recognized following the acquisition of various assets. Under IFRS (IAS21.22(b)) deferred income taxes are not recognized on temporary differences that arise from transactions other than a business combination that at the time of the transaction affected neither the taxable nor accounting profit or loss. As a result of this difference a decrease to the deferred income tax liability and a corresponding decrease to the carrying value of property plant and equipment for 56 million Rand has been made on transition and is applied to all periods.

c) Pre-exploration costs

Under IFRS, expenditures that are capitalized before the company has the legal right to explore the specific property must be expensed. CGAAP does not have the same restriction; therefore an adjustment is required on transition to expense pre-exploration costs which were capitalized under CGAAP. This accounting policy change will result in an increase to deficit and a corresponding decrease in the carrying value of resource properties on transition.

e) Reclassification of Project 1 asset

Under Canadian GAAP, all capitalized and deferred costs were classified as mineral properties. Under IFRS, the Project 1 deferred costs have been reclassified as Property, Plant and Equipment.

f) Non-controlling interest

At the date of transition, the accounting requirement for non-controlling interests differed under IFRS. Under IFRS changes in ownership interest where control is maintained are recorded through equity.

Post-Implementation

The post-implementation phase will involve continuous monitoring of changes in IFRS in future periods. It has been noted that the standard-setting bodies that determine IFRS have significant ongoing projects that could impact the IFRS accounting policies that the Company has selected. The International Accounting Standards Board is currently working on an extractive industries project, which could significantly impact the financial statements of the Company primarily in the areas of capitalization of exploration costs and disclosures. Processes are in place to ensure that potential changes are monitored and evaluated. The impact of any new IFRSs and IFRIC Interpretations will be evaluated as they are drafted and published.

8. DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING

Changes in Internal Controls over Financial Reporting

During the three months ended November 30, 2011, management assessed internal controls over financial reporting as a step in their IFRS Transition Plan, however no changes were required.

9. NYSE AMEX LLC CORPORATE GOVERNANCE

The Company’s common shares are listed on the NYSE Amex LLC (formerly the American Stock Exchange) (“NYSE- Amex”). Section 110 of the NYSE- Amex company guide permits NYSE- Amex to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE- Amex listing criteria, and to grant exemptions from NYSE- Amex listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE- Amex standards is posted on the Company’s website at www.platinumgroupmetals.net and a copy of such description is available by written request made to the Company.

20


Platinum Group Metals Ltd.
(Exploration and Development Stage Company)
Supplementary Information and MD&A
For the three months ended November 30, 2011

10. OTHER INFORMATION

Additional information relating to the Company for the period ending August 31, 2011 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, 2011 together with the notes thereto as well as the Annual Information Form for the Company’s financial year ended August 31, 2011.

11. SUBSEQUENT EVENTS

The following events occurred subsequent to quarter end. These events and other non-material subsequent events may be mentioned elsewhere in this MD&A:

  • On January 3, 2012, the Company granted 100,000 incentive stock options at a price of $1.20 per share to an employee;
  • On January 16, 2012, 775,000 stock options expired without exercise.

12. LIST OF DIRECTORS AND OFFICERS

a) Directors: b) Officers:
  R. Michael Jones   R. Michael Jones (Chief Executive Officer)
  Frank R. Hallam (Secretary)   Frank R. Hallam (Chief Financial Officer)
  Iain McLean   Peter C. Busse (Chief Operating Officer)
  Eric Carlson   Kris Begic (VP, Corporate Development)
  Barry W. Smee    
  Timothy Marlow    

21


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Platinum Group Metals Ltd.: Exhibit 99.3 - 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

   

November 30, 2011.

   
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

   
4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

   
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings


  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that


  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

     
  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.


5.1

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



- 2 -

5.2

ICFR - material weakness relating to design: N/A

   
5.3

Limitation on scope of design: N/A

   
6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2011 and ended on November 30, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: January 25, 2012

//signed//                                                  
R. Michael Jones
President and Chief Executive Officer


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Platinum Group Metals Ltd.: Exhibit 99.4 - 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

   

November 30, 2011.

   
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

   
4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

   
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings


  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that


  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

     
  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.


5.1

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



- 2 -

5.2

ICFR - material weakness relating to design: N/A

   
5.3

Limitation on scope of design: N/A

   
6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2011 and ended on November 30, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: January 25, 2012

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


EX-99.5 6 exhibit99-5.htm EXHIBIT 99.5 Platinum Group Metals Ltd.: Exhibit 99.5 - Filed by newsfilecorp.com

328 – 550 Burrard Street
Vancouver, BC V6C 2B5
P: 604-899-5450
F: 604-484-4710

News Release No. 11-220
  January 25, 2012

Platinum Group Reports Q1 2012 Financial Results

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG-NYSE AMEX) (“Platinum Group” or the “Company”) announces the publication of the Company’s financial results for the three months ending November 30, 2011. For more details of the November 30, 2011 Condensed Consolidated Interim Financial Statements and Management’s Discussion and Analysis please see the Company’s filings on SEDAR (www.sedar.com) or on EDGAR (www.sec.gov). Shareholders are encouraged to visit the Company’s website at www.platinumgroupmetals.net. Shareholders may request a copy of the complete November 30, 2011 Condensed Consolidated Interim Financial Statements from the Company free of charge.

The Canadian Accounting Standards Board determined that International Financial Reporting Standards (“IFRS”) will replace Canadian generally accepted accounting principles for publicly accountable enterprises for financial periods beginning on or after January 1, 2011. The Company has adopted IFRS as at September 1, 2011 with a transition date of September 1, 2010.

The Company’s cash position at November 30, 2011 was $95.1 million, including $41.99 million in restricted cash held in South African operating company Maseve Investments 11 (pty) Ltd. (“Maseve”). At January 20, 2012 the Company’s cash position was approximately $93.8 million, including restricted cash deposits. All amounts herein are reported in Canadian dollars unless otherwise specified.

Highlights For The Period

  • In September 2011 the box cut excavation at the Project 1 Platinum Mine (“Project 1”) in South Africa was completed. In October 2011 underground mining contractor JIC commenced development into the underground for a twin barrel decline system. Site establishment and Phase 1 infrastructure were also completed. On site safety, performance to date has been very good with no lost time injuries to report.
  • In September 2011 a joint engineering study on potential synergies with the Jinchuan-Wesizwe platinum mine adjacent to the Project 1 mine site was commenced.
  • In November 2011 the Company completed the formal public consultation process and documentation related to its Environmental Impact Assessment for the Project 1. Consultation with Government was subsequently completed in December.


PLATINUM GROUP METALS LTD. …2
  • In November 2011 the Company reported drill intercepts in a newly discovered extension of the North Limb grading 3.47 g/t Platinum, Palladium and Gold (2 PGE+Au) over 3.5 meters and 7.00 g/t 2PGE +Au over 5.0 meters at vertical depth of approximately 660 meters on the Waterberg project. Drilling is continuing in 2012 with five drill rigs. Waterberg is a joint venture project with the Japanese Oil, Gas and Metals National Corporation (“JOGMEC”) (37%) and Black Economic Empowerment company, Mnombo Wethu Consultants cc (“Mnombo”) (26%).

In November 2011 the Company agreed to increase its stake in the Waterberg Project to an effective 49.97% . Platinum Group acquired 49.9% of Mnombo, the empowerment partner in the project, for payments of 1.2 million Rand (US$150,000) and an agreement to fund Mnombo’s 26% share of costs on the Project to feasibility. Platinum Group will therefore hold 37% of Waterberg directly and a further 12.97 % indirectly, through Mnombo, for a total effective interest of 49.97% .

Results For The Period

During the three months ended November 30, 2011, the Company incurred a net loss of $5.32 million (November 30, 2010 – $4.34 million). General and administrative expenses during the first quarter amounted to $1.31 million (November 30, 2010 - $1.25 million), losses on foreign exchange were $3.18 million (November 30, 2010 - $189,252 gain) while stock based compensation expense, a non-cash item, totalled $1.91 million (November 30, 2010 - $3.52) . Finance income consisting of interest earned and property rental fees in the three months amounted to $1.08 million (November 30, 2010 - $164,937). Loss per share for the quarter amounted to $0.03 per share as compared to $0.03 per share for the first quarter of fiscal 2011.

Accounts receivable at November 30, 2011 totalled $2.95 million while accounts payable and accrued liabilities amounted to $6.09 million. Accounts receivable were comprised primarily of value added taxes repayable to the Company in South Africa. Accounts payable included accrued professional fees, contract construction fees, drilling expenses, engineering fees and regular trade payables for ongoing exploration costs and administration.

Total global exploration and development expenditures by the Company during the period totaled $10.3 million. Of this amount, $9.7 million was for development and exploration on Project 1 and $0.6 million was for other exploration. Other exploration funded by joint venture partners totaled $0.43 million in the three month period, comprised of $0.16 million by Sable Platinum and $0.27 million by JOGMEC.

Of the Phase 1 USD $100 million project budget, approximately USD $52 million has been spent to date on development work and infrastructure. The project is on budget and approximately 55% to 60% complete at present. Phase 1 decline development is estimated to be 10 to 12 weeks behind original schedule. After establishment of procedures and training, development of the two barrel decline system is planned to advance at approximately 100 metres per month and will continue for a planned 1,200 linear metres in Phase 1, to a vertical depth of approximately 140 metres. Phase 1 will continue into Q4 of calendar 2012 as preparations for commencement of Phase 2 continue.



PLATINUM GROUP METALS LTD. …3

Outlook

Preparation of detailed banking documents for the senior loan facility with the mandated syndicate of banks is ongoing. The completion of this documentation, due diligence, hedging establishment and off take negotiations are expected to be completed during Q1 and Q2 of calendar 2012. The formal mining right record of decision from the DMR is expected before the end of Q1 of calendar 2012.

Phase 2 development at Project 1 will commence subject to completion of project financing, the negotiation and execution of formal off-take agreements and the grant of a formal mining right. Phase 2 will include a second decline access south of the current twin decline development, underground lateral development, a milling and concentrating facility and tailings impoundment area.

Concentrate off-take negotiations are underway. Discussions about the possible sale of early ore have also been undertaken. Anglo Platinum retains a 60 day right of first refusal to match the terms of any off take agreement which the Company intends to execute. The Company estimates that off take arrangements, including Anglo’s 60 day right of first refusal, will be completed by the end of Q2 of calendar 2012.

Following the completion of the Updated Feasibility Study (“UFS”) for Project 1 in October 2009, the Company completed further drilling, metallurgical work, mine design and cost estimation work. The Company has also incurred actual construction and property acquisition costs under the Phase 1 development program currently underway. Initial indicators, based on current implementation cost estimates, are that peak funding requirements for Project 1 have not changed materially from the UFS estimate. Current estimates of steady state production remain unchanged.

During 2011 a final mining right application, a social and labour program and an environmental impact assessment were filed for Project 1 and were officially accepted for processing by the DMR. The Company continues to work with the DMR to obtain a final mining authorization. A record of decision on the Company’s application for a mining right is anticipated in Q1 of calendar 2012.

The Company plans to continue working with joint venture partner funding to conduct exploration on the Waterberg and Sable projects. Exploration drilling is underway at Waterberg with 5 rigs and at Sable with 2 rigs, all funded by joint venture partners.

In 2011 the Company approved a $2.0 million budget for exploration work on its Canadian properties located near Thunder Bay, Ontario. Geophysics, soil sampling, mapping and drilling have been a part of the 2011 work program. This work is now complete. The Company plans to establish a new budget for Canadian exploration in 2012. Compilation work, modeling, budgeting and exploration planning is underway on the newly acquired Providence Nickel, Copper, and Platinum Group Metals Property. Work on the ground at Providence will commence in the Northwest Territories in the spring of 2012.



PLATINUM GROUP METALS LTD. …4

About Platinum Group Metals Ltd.

Platinum Group Metals is based in Johannesburg South Africa and Vancouver, Canada. The Company’s main asset is a 74% interest in the Project 1 Platinum Mine, near Rustenburg South Africa, where an initial construction budget of USD $100 million is in progress, including underground development. Project 1 has estimated steady state production of 275,000 ounces per year of platinum group metals based on an October 2009 Updated Feasibility Study.

Platinum Group also has active exploration programs with drilling at the Sable Joint Venture and Waterberg Joint Ventures in South Africa and active exploration in Canada for Platinum and Palladium.

On behalf of the Board of
Platinum Group Metals Ltd.

“Frank R. Hallam”
CFO and Director

- 30 -

For further information contact:
R. Michael Jones, President
or Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450

The Toronto Stock Exchange and the New York Stock Exchange - AMEX have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.

This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the timing of any debt/financing for Project 1, the potential to increase the Company’s interest in certain of its projects and further exploration on the Company’s properties. In addition, the results of the feasibility study may constitute forward-looking statements to the extent that they reflect estimates of mineralization, capital and operating expenses, metal prices and other factors. Although the Company believes the forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in market conditions, the nature, quality and quantity of any mineral deposits that may be located, the Company’s ability to obtain any necessary permits, consents or authorizations required for its activities, the Company’s ability to produce minerals from its properties successfully or profitably, to continue its projected growth, or to be fully able to implement its business strategies and other risk factors described in he Company’s Form 40-F annual report, annual information form and other filings with the SEC and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.


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