6-K

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: November 3, 2015

Platinum Group Metals Ltd.
(SEC File No. 001-33562)

Suite 788 – 550 Burrard Street, Vancouver BC, V6C 2B5, CANADA
Address of Principal Executive Office

Indicate by check mark whether the registrant files or will file annual reports under cover:

Form 20-F  [  ]  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): [ ]

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.

Date: November 3, 2015	“R. Michael Jones”
	R. MICHAEL JONES
	DIRECTOR & CEO

EXHIBIT INDEX

Exhibit	Description
99.1	News Release dated November 2, 2015
99.2	Summary of Terms dated November 2, 2015
99.3	Material Change Report dated November 3, 2015

EX-99.1

	788  –  550  Burrard Street
	Vancouver, BC V6C 2B5
	P: 604-899-5450
	F: 604-484-4710

News Release	No. 15-307
	Nov 2, 2015

Platinum Group Metals to Drawdown US $40 million Sprott
Facility and enters into New Financing for US $40 million,
Subject to Shareholder and Regulatory Approval

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG-NYSE MKT) (“Platinum Group” or the “Company”) reports that it has delivered notice to Sprott Resource Lending Partnership (“Sprott”) for the drawdown of a US $40 million working capital facility executed in February, 2015 (the “Sprott Facility”). The Company has also entered into agreements with its largest shareholder Liberty Metals & Mining Holdings, LLC, a subsidiary of Liberty Mutual Insurance (“LMM”) for a further US $40 million loan facility, subject to regulatory and disinterested shareholder approval and Waterberg Project partner approval.

These financings are planned to allow the Company to complete its ramp-up at the WBJV Project 1 platinum mine (“Project 1”) and for general working capital. Cold commissioning of the plant is in process and platinum and palladium concentrate production is set to commence in the weeks ahead. First concentrate delivery to Anglo Platinum’s Waterval smelter at Rustenburg is planned for January 2016. Underground development is ongoing.

R. Michael Jones, CEO and Co-founder of Platinum Group said, “We are pleased to finalize these arrangements and we will be looking for prompt approval by regulators and shareholders. These important financing steps avoid the equity market and allow our team to focus on the commencement of production and ramp up”.

Platinum Group has delivered the construction and development of Project 1 within the updated budget and schedule. At planned steady state production in 2018 Project 1 is expected to be one of the lower cost conventional PGM mines in South Africa with an expected cash cost of approximately US $625 per 4E ounce (see July 15, 2015 press release – Project Update and Third Quarter Results).

The Company continues to work on growth at the large Waterberg Project, funded by the Japan Oil, Gas and Metals National Corporation, with continued drilling, resource modelling, mine design, metallurgy and infrastructure planning all underway. Exploration to expand and further delineate Waterberg is ongoing. Waterberg is dominantly a palladium deposit with associated platinum, gold, copper and nickel. An update on drilling and engineering at Waterberg is planned shortly.

US $40 Million Additional Loan with Production Payment

LMM and the Company have entered in to a second lien credit agreement with respect to a US $40 million loan to the Company (the “LMM Loan”).

PLATINUM GROUP METALS LTD. …2

The interest rate on the LMM Loan is 9.5% over LIBOR and the Company estimates that the total amount of interest payable would be approximately US $17,723,118 (based on an undiscounted aggregate of all interest payable to December 31, 2020 based on current LIBOR). Interest payments on the LMM Loan will be accrued and capitalized until December 31, 2016, and then paid to LMM quarterly thereafter. The first 20% of principal and capitalized interest is to be repaid on December 31, 2018 and then in tranches of 10% of the principal at the end of each calendar quarter beginning on March 31, 2019 and for each of the next 7 quarters of the facility.

In consideration for the advancement of, and pursuant to, the LMM Loan, the Company has granted to LMM a production payment right, as described below. If the Company exercises its right to buy back a portion of the production payment, then the LMM Loan payback will be deferred, with 10% of the principal and capitalized interest to be repaid on each of September 30, 2019 and December 31, 2019, followed by 20% of principal and capitalized interest to be repaid on each of March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020.

Under the LMM Loan, the Company will provide a subordinated pledge of 100% of the shares of Platinum Group Metals RSA Pty Ltd. (“PTM RSA”), its wholly owned South African subsidiary. The LMM Loan will be subordinated to the Sprott Facility and scheduled to be repaid after Sprott.

The Company is in process to make an application to the South African Reserve Bank (“SARB”) for the approval of a guarantee provided by PTM RSA against the cash component of the LMM Loan. This approval is required for the advance of the LMM Loan. Events of default under the Sprott Facility are also treated as events of default under the LMM Loan, and vice versa.

The drawdown of the Sprott Facility for US $40 million is contingent on the closing of LMM Loan as outlined here-in, or alternative funding being available, so that the Company has the estimated financial resources to complete its planned ramp-up of Project 1 during 2016.

Sprott, in first lien position, has agreed to amend its original terms and enter into an inter-creditor agreement to allow for the second lien position for LMM as outlined herein. The Sprott Facility is to be re-paid during 2017 (see the terms and conditions of the Sprott Facility in the Company’s news release dated February 16, 2015). The Company, Sprott and LMM worked co-operatively and positively on an arms-length basis to complete the arrangements.

Pursuant to the LMM Loan, and subject to regulatory and disinterested shareholder approval, Platinum Group Metals Ltd. (Canada) has entered into a life of mine Production Payment Agreement (“PPA”) with LMM granted in consideration of the LMM Loan and in exchange for agreeing to a second secured position at the interest rate provided under the LMM Loan. Under the PPA, the Company agrees to pay to LMM a production payment of 1.5% of net proceeds received on concentrate sales or other minerals from the Project 1 platinum and palladium mine (the “Production Payment”).

The Company has also agreed to make an application to the SARB for approval of a guarantee provided by PTM RSA against the PPA component of the LMM Loan, but neither the LMM Loan nor the PPA is contingent upon receipt of such approval. The Company has the right, but not the obligation, to buy back 1% of the 1.5% Production Payment for US $17.5 million until January 1, 2019 and then for US $20 million until December 31, 2021.

PLATINUM GROUP METALS LTD. …3

An event of default under the PPA triggers the payment of a termination fee based on a net present value of the Production Payments to be made under the PPA at a 5% discount rate. An event of default under the Sprott Facility or the LMM Loan is also treated as an event of default under the PPA. The Company holds the right to terminate the PPA upon payment of the termination fee.

The PPA will be secured with the second lien position of the LMM Loan until it is repaid. The PPA will be acknowledged in any subsequent debt arrangement of the Company. The Company has a right to refinance the Sprott Facility or the LMM Loan, subject to certain rights granted to LMM under the PPA.

The funding of the LMM Loan, and therefore all of the financing package, is conditional upon SARB approval of the cash component of the LMM Loan and other conditions. SARB approval of the similar Sprott Facility was received in the normal course. The conditions for all of the agreements to close are planned to be completed in approximately 10 to 15 business days, but in any event before November 30, 2015.

Upon delivery of written notice of borrowing to LMM (“LMM Notice”), LMM is to be paid a drawdown fee of US $800,000 (being 2% of the LMM Loan) payable in common shares of the Company (the “LMM Shares”) issued at a deemed price equal to the volume weighted average trading price of the common shares on the Toronto Stock Exchange (the “TSX”) for the ten trading days immediately prior to the date of the LMM Notice, subject to a maximum of 4 million LMM Shares and applicable stock exchange requirements and approvals. The LMM Shares will be subject to a four month and one day hold period from the date of issuance under applicable securities laws in Canada and will also be subject to re-sale restrictions under applicable securities laws in the United States.

The board of directors of the Company formed an independent committee (the “IC”) comprised of independent directors to undertake a comprehensive review with respect to the LMM Loan, the PPA and the LMM Shares (collectively, the “LMM Transaction”) and to evaluate the fairness and commercial reasonableness of the LMM Transaction. The audit committee (the “AC” and together with the IC, the “Committees”) of the Company also undertook a comprehensive review of the LMM Transaction in accordance with the terms of the Company’s Audit Committee Charter which requires the AC to review and oversee all related party transactions. After careful consideration, the Committees determined that the LMM Transaction is fair and in the best interests of the Company and its shareholders at this time, the terms are commercially reasonable and the Committees unanimously recommended the approval of the LMM Transaction to the Company’s board of directors, who in turn have unanimously approved the LMM Transaction.

Canadian Regulatory Requirements

A summary of the terms and conditions of the LMM Loan and the PPA, prepared by the Company for TSX filings purposes, may be found under the Company’s profile at www.sedar.com as filed on today’s date.

PLATINUM GROUP METALS LTD. …4

The LMM Transaction is subject to the following Canadian regulatory requirements:

TSX Requirements

The LMM Transaction is subject to TSX approval. The TSX Company Manual (the “Manual”) requires shareholder approval from disinterested shareholders because the LMM Transaction provides for consideration to an “insider” (as defined in the Manual) that exceeds 10% of the market capitalization of Company (LMM owns 145,854,411 common shares of the Company). As a result, the Company will be seeking shareholder approval from 50% plus 1 of its disinterested shareholders (excluding all of the common shares held by LMM) by way of written consents from such shareholders for the LMM Transaction in accordance with section 604(d) of the Manual.

The Company’s management and its board of directors unanimously recommend that disinterested shareholders confirm their support for the LMM Transaction so that the Company is able to complete its modeled Project 1 start-up.

As the number of LMM Shares issuable can only be determined following the Company’s written notice of borrowing to LMM, the Company is not able to calculate the exact number of LMM Shares issuable to LMM at this time. Assuming a share price based on the closing price of the Company’s common shares on the TSX on November 2, 2015 (being the date of announcement of the LMM Transaction), LMM would be entitled to receive 3,174,603 LMM Shares, resulting in LMM holding approximately 19.30% of the Company’s common shares on a non-diluted basis (and approximately 18.62% of on a fully-diluted basis), based on an exchange rate of CDN $1.00 = US $0.7637.

MI 61-101 Requirements

Since LMM holds approximately 18.97% of the issued and outstanding shares of the Company, LMM is a “related party” (as defined by Multilateral Instrument 61-101 –

Protection of Minority Securityholders in Special Transactions (“MI 61-101”) which results in the LMM Transaction being a “related party transaction” (as defined by MI 61-101). MI 61-101 requires a formal evaluation and minority shareholder approval for related party transactions, unless exempted. The Company is relying on the following exemptions from both the formal valuation requirement and the minority shareholder approval requirement pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the board of directors of the Company have determined, acting in good faith, that neither the fair market value of the subject matter of, nor the fair market value of the consideration for the LMM Transaction exceeds 25 per cent of the Company’s market capitalization, calculated in accordance with MI 61-101. As of October 31, 2015, the market capitalization of the Company in accordance with MI 61-101 was CDN $275,666,076 (25% of that being CDN $68,916,519) or US $210,719,149 (25% of that being $52,679,787), based on an exchange rate of CDN $1.00 = US $0.7644.

The Company intends to close the LMM transactions as soon as possible after all necessary approvals have been received and considers this reasonable and necessary to complete its ramp-up at Project 1.

United States Regulatory Requirements

PLATINUM GROUP METALS LTD. …5

The issuance of the LMM Shares is subject to the prior approval of the NYSE MKT.

About Platinum Group Metals Ltd.

Platinum Group Metals Ltd., based in Johannesburg, South Africa and Vancouver, Canada, has a successful track record with more than 20 years of experience in exploration, mine discovery, mine construction and mine operations.

Formed in 2002, Platinum Group holds significant mineral rights in the Bushveld Igneous Complex of South Africa, which is host to over 70% of the world's primary platinum production. The Company is currently focused on moving its first near-surface Western Bushveld Joint Venture (WBJV) Project 1 platinum mine, to production.

Platinum Group has expanded its exploration efforts on the North Limb of the Bushveld Complex on the Waterberg Project. Waterberg represents a new bulk type of platinum, palladium and gold deposit that is being studied for potential mechanized mining.

Qualified Person

R. Michael Jones, P.Eng., the Company’s President, Chief Executive Officer and a significant shareholder of the Company, is a non-independent qualified person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects and is responsible for preparing the technical information contained in this news release.

On behalf of the Board of
Platinum Group Metals Ltd.

R. Michael Jones
President & CEO

For further information contact:

R. Michael Jones, President & CEO
or Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450
www.platinumgroupmetals.net

Disclosure

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

The securities described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent such registration or an available exemption therefrom.

PLATINUM GROUP METALS LTD. …6

This press release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively “forward-looking statements”). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding potential funding under the LLM Loan and the Sprott Facility and the use of proceeds thereof, the potential receipt of shareholder, Waterberg partner and regulatory approvals; the construction, development and ramp up of the Project 1 platinum mine; operational and economic projections with respect to the Project 1 platinum mine; future activities at Waterberg and the funding of such activities; trends in metal prices; and the Company’s overall capital requirements and future capital raising activities; plans and estimates regarding exploration, studies, development, construction and production on the Company’s properties, the time required to meet certain closing conditions, the closing of the LMM Loan, other economic projections and the Company’s outlook. Statements of resources also constitute forward-looking statements to the extent they represent estimates of mineralization that will be encountered on a property and/or estimates regarding future costs, revenues and other matters. 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, that the Company may be unsuccessful in obtaining the requisite shareholder or regulatory approvals or satisfying the other conditions to signing or funding of the LMM Loan or the amended Sprott Facility; the Company’s capital requirements may exceed its current expectations; the uncertainty of operational and economic projections; that the Company may be unsuccessful in satisfying the conditions to drawdown under the Facility, in negotiating and completing future funding transactions; variations in market conditions; the nature, quality and quantity of any mineral deposits that may be located; metal prices; other prices and costs; currency exchange rates; 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 the Company’s Form 40-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.

EX-99.2

Summary of Terms

November 2, 2015

This Summary has been prepared by Platinum Group Metals Ltd (“PTM”) and describes the terms that form the basis of a proposed transaction between Liberty Metals & Mining Holdings, LLC, a subsidiary of Liberty Mutual Insurance, and PTM (“Proposed Transaction”). All dollar amounts in this summary are in U.S. dollars unless otherwise specified.

Borrower	Platinum Group Metals Ltd. (“PTM” or the “Company”)
Guarantor	Platinum Group Metals (RSA) Proprietary Limited (“PTM (RSA)”)
Lender	Liberty Metals & Mining Holdings, LLC (“LMM”)
Amount / Availability	USD $40,000,000 in a single-advance, secured facility (the “Loan”)
Use of Proceeds	For the development, construction and working capital needs of the Western Bushveld Joint Venture Project (the “Project”)
Interest Rate	12-month USD LIBOR (the “Base Rate”) plus 9.50%
	Following the initial drawdown, interest will accrue and be capitalized on a monthly basis until December 31, 2016. Beginning with the quarter ending March 31, 2017, interest will accrue and be payable quarterly. Interest will be calculated on a 360-day calendar year.
	Default rate: Base Rate plus 12.50%
Maturity Date	December 31, 2020
Debt Repayment	No payments of principal or capitalized interest will be due until December 31, 2018 at which point in time 20% of the outstanding principal and capitalized interest will be due and payable. Thereafter the remaining 80% of outstanding principal and capitalized interest will amortize and be repaid ratably at 10% per calendar quarter over the following 8 quarters (Q1, Q2, Q3, Q4 of 2019 and 2020) ending with the December 31, 2020 quarter.
	If PTM exercises the Repurchase Option (as defined below) before January 1, 2019, repayment of principal and capitalized interest may be deferred to begin with the quarter ending September 30th , 2019 at which point in time 10% of the outstanding principal and capitalized interest will be due and payable, followed by 10% on December 31, 2019. Thereafter the remaining 80% of outstanding principal and capitalized interest will be repaid as to 20% at the end of each calendar quarter to December 31, 2020.

Mandatory Prepayment	50% of Excess Free Cash Flow shall be applied quarterly to the outstanding principal balance beginning with any Excess Free Cash Flow generated during the quarter ending March 31, 2019.
	“Excess Free Cash Flow” for period means cash flow from operations less capital expenditures and debt service.
Production Payment	Pursuant to, and in consideration of the Loan, LMM will receive production payments (the “Production Payment”) equal to 1.5% of Proceeds.
	“Proceeds” means the gross proceeds received by or credited to Maseve Investments 11 (Pty) Ltd. or its successors or permitted assigns (“Maseve”) from the sale or disposition of all minerals produced at or from the mine, mill and related facilities and properties of the Western Bushveld Joint Venture less charges or costs levied by the smelter or refinery incurred in connection with the minerals for which the related payment or credit is received.
	Production Payment amounts due will accrue and be capitalized through December 31, 2017 at the Base Rate plus 9.50%. Commencing January 1, 2018, PTM shall, within 10 Business Days of receipt from the sale of products, pay to LMM the Production Payment, converted to USD. All Production Payments accruing on or before December 31, 2017 and all interest thereon shall be due and payable to LMM on the first payment date, which will occur in January 2018.
Repurchase Option	PTM will have the right, exercisable in its sole discretion, to repurchase, prior to December 31, 2021, 1.00% of the 1.5% Production Payment for payment of:
	(i) USD $17.5 million, if the Repurchase Option is exercised before January 1, 2019; or
	(ii) USD $20.0 million, if the Repurchase Option is exercised between January 1, 2019 and December 31, 2021;
	plus in each case all accrued and, if applicable, all capitalized Production Payment amounts through the end of the month of repurchase (the “Repurchase Option”). Any such repurchase may only be made on the last Business Day in a calendar month.

	For the avoidance of doubt, should PTM exercise the Repurchase Option, the remaining Production Payment rate will be 0.5% (being 1.5% - 1.00% = 0.5%) .
Termination Fee	PTM will have the right to terminate the Production Payment at a cost based on the 5% NPV of the remaining Initial LOM planned annual cash flows under the Production Payment, at metal prices current at the time of a termination notice, calculated on the 1.5% Production Payment, or if the Repurchase Option is exercised, based on a 0.5% Production Payment.
	A default under the Production Payment agreement, a default on any Indebtedness greater than $1,000,000 (including the Sprott Facility and the Credit Agreement) and certain other events of default triggers the payment of the termination fee to LMM.
Refinancing	PTM will have the right to refinance the Sprott Facility or the LMM Loan, but only to the extent that the Person providing such refinancing indebtedness acknowledges in writing to LMM that LMM’s rights to Production Payments will be made in priority to any payments made under any refinancing indebtedness absent a default under such indebtedness.
GENERAL
Security and Guarantees	The Loan and Production Payment will be guaranteed, on a joint and several basis, by PTM and PTM (RSA) and will be secured by a second lien on (i) the shares of PTM (RSA) held by PTM and (ii) all current and future assets of PTM, including without limitation, all accounts and notes, receivables, chattel paper, cash, cash equivalents, deposit accounts, certificates of deposit, evidence of indebtedness to the Company of any kind or description, tangible real or person property, including all shares, equity interest, loans or advances made to or that relate to the Company.
	PTM will ensure the security package includes all proper indemnifications and cross guarantees to satisfy LMM.
Conditions Precedent to Effectivness of Agreements	Usual and customary conditions including but not limited to:

1.	Completion, technical, legal and financial due diligence.
2.	Final and complete documentation including a credit agreement, Production Payment agreement, inter-creditor agreement with the lenders under the Sprott Facility, in each case on terms satisfactory in form and substance to LMM.

3. Applicable third party and regulatory approvals.

Conditions Precedent to Funding Usual and customary conditions including but not limited to:

1.	Bring down of certain representations and warranties.
2.	Absence of the occurrence of a default or event of default under the documentation.
3.	Approval of the South African Reserve Bank.
4.	Funding of the USD $40 million Sprott Facility.

Representations and Warranties Customary and usual for facilities and agreements of this nature, including those agreed by the Company in the Sprott Facility, as well as:

1.	Relating to compliance with Foreign Corrupt Practices laws and Sanctions Laws.
2.	Those customarily contained in Production Payment agreements (or similar agreements).

Covenants Customary and usual for facilities and agreements of this nature, including those agreed by the Company in the Sprott Facility, as well as:

1.	Compliance with applicable Foreign Corrupt Practices laws and Sanctions laws.
2.	Use of net insurance proceeds.
3.	Delivery of Material Contracts, Budgets and Mine Plans (and all amendments and revisions thereto).
4.	Rights of inspection.
5.	Submission to Jurisdiction of PTM (RSA).
6.	Right of first offer granted to LMM for any non-equity financing by PTM or its subsidiaries, as long as any Loan amount is outstanding.
7.	Those customarily contained in Production Payment agreements (or similar agreements).

Events of Default Customary and usual for facilities and agreements of this nature, including those agreed by the Company in the Sprott Facility, as well as:

1.	An agreement as to the payment of the Termination Fee as liquidated damages for the Production Payment if an Event of Default occurs.
2.	Failure to comply with the terms of the Production Payment agreement.

Information Rights LMM will be provided with reports as per the Sprott Facility as well as:

1. An annual forecast of operations for the Project (the “Annual Forecast Report”) including

(i)	NI 43-101 compliant reserve and resource statement;
(ii)	Stockpile forecast at start of year including tonnes and grades;
(iii)	Quantity of concentrate and metals in concentrate expected to be produced on a month-by-month basis for the following year, and over the remaining life of mine on an annual basis, including:
	a.	tonnes and grade of minerals to be processed; and
	b.	expected recoveries of all metals
(iv)	Amount, and description of, anticipated operating and capital expenditures (in accordance with (iii) above)

2. Quarterly operations report for the Project for each fiscal quarter, which shall include all information prepared and provided to the board of directors of PTM (or any subsidiary of PTM) and to the extent not contained in such reports, will also contain:

(i)	Tonnes and grade of minerals mined and processed summary of concentrate sales.
(ii)	Review of development or operating activities, including the amount and a description of operating and capital expenditures, and a report on any material issues or departures from Project plans.
(iii)	Details with respect to any actual, potential or alleged non-compliance with environmental laws.
(iv)	Details with respect to any material incidents related to health and safety.
(v)	Any material changes to, or expected departure from, the most recent Annual Forecast Report.
(vi)	Details with respect to certain investments made by PTM, including investments in any subsidiaries of PTM and short-term money market investments.

Inspections While the Loan or Production Payment remain outstanding, at reasonable times and with the prior written consent of the Company (and with expenses of two visits per calendar year to be covered by the Company until January 1, 2024 and the expense of one visit per calendar year to be covered by the Company thereafter),

Assignment	LMM may freely assign or transfer its rights and obligations under the Loan and/or Production Payment
Expense Reimbursement	Reimbursement on similar terms as contained in Section 7.4 of the Sprott Facility, which shall apply to all expenses incurred by LMM, including without limitation those of its advisors, agents and consultants, with regard to this Term Sheet and the Proposed Transaction and the documents contemplated hereby and thereby and the due diligence undertaken by or on behalf of LMM (except no retainer is required).
Transaction Fees	In consideration for the Loan, PTM will make a payment to LMM in an amount equal to 2% of the amount being drawn down under the Loan (the “Drawdown Amount”), payable in common shares of PTM (the “Common Shares”) issued at a deemed price equal to the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (the “TSX”) for the ten trading days immediately prior to the date of delivery of the draw down request, subject to TSX requirements (the “Drawdown Shares”). In connection with the determination of the number of Drawdown Shares to be issued, the Drawdown Amount shall be converted into Canadian dollars using the Bank of Canada noon spot rate for the purchase of Canadian dollars on the day immediately preceding the date of issuance of the Drawdown Shares. The Drawdown Shares shall be subject to a maximum hold period under applicable securities legislation of four months and one day from their date of issue, subject to the conditions prescribed under applicable securities legislation. Notwithstanding the foregoing, the issuance of Draw Down Shares will not exceed 4.0 million and if such issuance would result in LMM beneficially owning more than 19.9% of the Common Shares (as calculated pursuant to the Securities Act (Ontario)) PTM shall only be required to issue that number of Drawdown Shares that would result in LMM holding 19.9% of the Common Shares (as calculated pursuant to the Securities Act (Ontario)) and the remainder of the Drawdown Amount shall be paid in cash. If for any reason PTM is unable to obtain the conditional approval of the TSX for the issuance of the Drawdown Shares, PTM shall pay the Drawdown Amount in cash.
Confidentiality	The nature, existence and content of this Term Sheet and the Proposed Transaction and the nature, existence, contents and status of any discussions between us are not to be disclosed to any third-party (other than regulators or our respective advisors in connection with the Proposed Transaction on a need to know basis) other than as agreed by LMM and PTM.

	Company and LMM shall consult with each other before issuing any news release or making any public announcement with respect to this Term Sheet or the transactions contemplated herein and neither party shall issue a news release or make any such public announcement without the prior written consent of the other, except as required by any applicable law or regulatory requirement (in which case the non-disclosing party shall be provided a reasonable opportunity to review and comment thereon and the disclosing party shall give reasonable consideration to the comments of the non-disclosing party).
Documentation	Credit Agreement Inter-Creditor Agreement Production Payment Agreement
Governing Law	British Columbia

EX-99.3

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

PLATINUM GROUP METALS LTD. (the “Company” or “Platinum Group”) 788 – 550 Burrard Street Vancouver BC, V6C 2B5
Telephone:      (604) 899-5450      Facsimile: (604) 484-4710

ITEM 2. DATE OF MATERIAL CHANGE

November 2, 2015

ITEM 3. NEWS RELEASE

A news release was disseminated on November 2, 2015 to the TSX as well as through various other approved public media and was SEDAR filed with the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland Securities Commissions.

ITEM 4. SUMMARY OF MATERIAL CHANGE

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG-NYSE MKT) (“Platinum Group” or the “Company”) reports that it has delivered notice to Sprott Resource Lending Partnership (“Sprott”) for the drawdown of a US $40 million working capital facility executed in February, 2015 (the “Sprott Facility”). The Company has also entered into agreements with its largest shareholder Liberty Metals & Mining Holdings, LLC, a subsidiary of Liberty Mutual Insurance (“LMM”) for a further US $40 million loan facility, subject to regulatory and disinterested shareholder approval and Waterberg Project partner approval.

ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG-NYSE MKT) (“Platinum Group” or the “Company”) reports that it has delivered notice to Sprott Resource Lending Partnership (“Sprott”) for the drawdown of a US $40 million working capital facility executed in February, 2015 (the “Sprott Facility”). The Company has also entered into agreements with its largest shareholder Liberty Metals & Mining Holdings, LLC, a subsidiary of Liberty Mutual Insurance (“LMM”) for a further US $40 million loan facility, subject to regulatory and disinterested shareholder approval and Waterberg Project partner approval.

These financings are planned to allow the Company to complete its ramp-up at the WBJV Project 1 platinum mine (“Project 1”) and for general working capital. Cold commissioning of the plant is in process and platinum and palladium concentrate production is set to commence in the weeks ahead. First concentrate delivery to Anglo Platinum’s Waterval smelter at Rustenburg is planned for January 2016. Underground development is ongoing.

R. Michael Jones, CEO and Co-founder of Platinum Group said, “We are pleased to finalize these arrangements and we will be looking for prompt approval by regulators and shareholders. These important financing steps avoid the equity market and allow our team to focus on the commencement of production and ramp up”.

Platinum Group has delivered the construction and development of Project 1 within the updated budget and schedule. At planned steady state production in 2018 Project 1 is expected to be one of the lower cost conventional PGM mines in South Africa with an expected cash cost of approximately US $625 per 4E ounce (see July 15, 2015 press release – Project Update and Third Quarter Results).

The Company continues to work on growth at the large Waterberg Project, funded by the Japan Oil, Gas and Metals National Corporation, with continued drilling, resource modelling, mine design, metallurgy and infrastructure planning all underway. Exploration to expand and further delineate Waterberg is ongoing. Waterberg is dominantly a palladium deposit with associated platinum, gold, copper and nickel. An update on drilling and engineering at Waterberg is planned shortly.

US $40 Million Additional Loan with Production Payment

LMM and the Company have entered in to a second lien credit agreement with respect to a US $40 million loan to the Company (the “LMM Loan”).

The interest rate on the LMM Loan is 9.5% over LIBOR and the Company estimates that the total amount of interest payable would be approximately US $17,723,118 (based on an undiscounted aggregate of all interest payable to December 31, 2020 based on current LIBOR). Interest payments on the LMM Loan will be accrued and capitalized until December 31, 2016, and then paid to LMM quarterly thereafter. The first 20% of principal and capitalized interest is to be repaid on December 31, 2018 and then in tranches of 10% of the principal at the end of each calendar quarter beginning on March 31, 2019 and for each of the next 7 quarters of the facility.

In consideration for the advancement of, and pursuant to, the LMM Loan, the Company has granted to LMM a production payment right, as described below. If the Company exercises its right to buy back a portion of the production payment, then the LMM Loan payback will be deferred, with 10% of the principal and capitalized interest to be repaid on each of September 30, 2019 and December 31, 2019, followed by 20% of principal and capitalized interest to be repaid on each of March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020.

Under the LMM Loan, the Company will provide a subordinated pledge of 100% of the shares of Platinum Group Metals RSA Pty Ltd. (“PTM RSA”), its wholly owned South African subsidiary. The LMM Loan will be subordinated to the Sprott Facility and scheduled to be repaid after Sprott.

The Company is in process to make an application to the South African Reserve Bank (“SARB”) for the approval of a guarantee provided by PTM RSA against the cash component of the LMM Loan. This approval is required for the advance of the LMM Loan. Events of default under the Sprott Facility are also treated as events of default under the LMM Loan, and vice versa.

The drawdown of the Sprott Facility for US $40 million is contingent on the closing of LMM Loan as outlined here-in, or alternative funding being available, so that the Company has the estimated financial resources to complete its planned ramp-up of Project 1 during 2016.

Sprott, in first lien position, has agreed to amend its original terms and enter into an inter-creditor agreement to allow for the second lien position for LMM as outlined herein. The Sprott Facility is to be re-paid during 2017 (see the terms and conditions of the Sprott Facility in the Company’s news release dated February 16, 2015). The Company, Sprott and LMM worked co-operatively and positively on an arms-length basis to complete the arrangements.

Pursuant to the LMM Loan, and subject to regulatory and disinterested shareholder approval, Platinum Group Metals Ltd. (Canada) has entered into a life of mine Production Payment Agreement (“PPA”) with LMM granted in consideration of the LMM Loan and in exchange for agreeing to a second secured position at the interest rate provided under the LMM Loan. Under the PPA, the Company agrees to pay to LMM a production payment of 1.5% of net proceeds received on concentrate sales or other minerals from the Project 1 platinum and palladium mine (the “Production Payment”).

The Company has also agreed to make an application to the SARB for approval of a guarantee provided by PTM RSA against the PPA component of the LMM Loan, but neither the LMM Loan nor the PPA is contingent upon receipt of such approval. The Company has the right, but not the obligation, to buy back 1% of the 1.5% Production Payment for US $17.5 million until January 1, 2019 and then for US $20 million until December 31, 2021.

An event of default under the PPA triggers the payment of a termination fee based on a net present value of the Production Payments to be made under the PPA at a 5% discount rate. An event of default under the Sprott Facility or the LMM Loan is also treated as an event of default under the PPA. The Company holds the right to terminate the PPA upon payment of the termination fee.

The PPA will be secured with the second lien position of the LMM Loan until it is repaid. The PPA will be acknowledged in any subsequent debt arrangement of the Company. The Company has a right to refinance the Sprott Facility or the LMM Loan, subject to certain rights granted to LMM under the PPA.

The funding of the LMM Loan, and therefore all of the financing package, is conditional upon SARB approval of the cash component of the LMM Loan and other conditions. SARB approval of the similar Sprott Facility was received in the normal course. The conditions for all of the agreements to close are planned to be completed in approximately 10 to 15 business days, but in any event before November 30, 2015.

Upon delivery of written notice of borrowing to LMM (“LMM Notice”), LMM is to be paid a drawdown fee of US $800,000 (being 2% of the LMM Loan) payable in common shares of the Company (the “LMM Shares”) issued at a deemed price equal to the volume weighted average trading price of the common shares on the Toronto Stock Exchange (the “TSX”) for the ten trading days immediately prior to the date of the LMM Notice, subject to a maximum of 4 million LMM Shares and applicable stock exchange requirements and approvals. The LMM Shares will be subject to a four month and one day hold period from the date of issuance under applicable securities laws in Canada and will also be subject to re-sale restrictions under applicable securities laws in the United States.

The board of directors of the Company formed an independent committee (the “IC”) comprised of independent directors to undertake a comprehensive review with respect to the LMM Loan, the PPA and the LMM Shares (collectively, the “LMM Transaction”) and to evaluate the fairness and commercial reasonableness of the LMM Transaction. The audit committee (the “AC” and together with the IC, the “Committees”) of the Company also undertook a comprehensive review of the LMM Transaction in accordance with the terms of the Company’s Audit Committee Charter which requires the AC to review and oversee all related party transactions. After careful consideration, the Committees determined that the LMM Transaction is fair and in the best interests of the Company and its shareholders at this time, the terms are commercially reasonable and the Committees unanimously recommended the approval of the LMM Transaction to the Company’s board of directors, who in turn have unanimously approved the LMM Transaction.

Canadian Regulatory Requirements

A summary of the terms and conditions of the LMM Loan and the PPA, prepared by the Company for TSX filings purposes, may be found under the Company’s profile at www.sedar.com as filed on today’s date.

The LMM Transaction is subject to the following Canadian regulatory requirements:

TSX Requirements

The LMM Transaction is subject to TSX approval. The TSX Company Manual (the “Manual”) requires shareholder approval from disinterested shareholders because the LMM Transaction provides for consideration to an “insider” (as defined in the Manual) that exceeds 10% of the market capitalization of Company (LMM owns 145,854,411 common shares of the Company). As a result, the Company will be seeking shareholder approval from 50% plus 1 of its disinterested shareholders (excluding all of the common shares held by LMM) by way of written consents from such shareholders for the LMM Transaction in accordance with section 604(d) of the Manual.

The Company’s management and its board of directors unanimously recommend that disinterested shareholders confirm their support for the LMM Transaction so that the Company is able to complete its modeled Project 1 start-up.

As the number of LMM Shares issuable can only be determined following the Company’s written notice of borrowing to LMM, the Company is not able to calculate the exact number of LMM Shares issuable to LMM at this time. Assuming a share price based on the closing price of the Company’s common shares on the TSX on November 2, 2015 (being the date of announcement of the LMM Transaction), LMM would be entitled to receive 3,174,603 LMM Shares, resulting in LMM holding approximately 19.30% of the Company’s common shares on a non-diluted basis (and approximately 18.62% of on a fully-diluted basis), based on an exchange rate of CDN $1.00 = US $0.7637.

MI 61-101 Requirements

Since LMM holds approximately 18.97% of the issued and outstanding shares of the Company, LMM is a “related party” (as defined by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”) which results in the LMM Transaction being a “related party transaction” (as defined by MI 61-101). MI 61-101 requires a formal evaluation and minority shareholder approval for related party transactions, unless exempted. The Company is relying on the following exemptions from both the formal valuation requirement and the minority shareholder approval requirement pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the board of directors of the Company have determined, acting in good faith, that neither the fair market value of the subject matter of, nor the fair market value of the consideration for the LMM Transaction exceeds 25 per cent of the Company’s market capitalization, calculated in accordance with MI 61-101. As of October 31, 2015, the market capitalization of the Company in accordance with MI 61-101 was CDN $275,666,076 (25% of that being CDN $68,916,519) or US $210,719,149 (25% of that being $52,679,787), based on an exchange rate of CDN $1.00 = US $0.7644.

The Company intends to close the LMM transactions as soon as possible after all necessary approvals have been received and considers this reasonable and necessary to complete its ramp-up at Project 1.

United States Regulatory Requirements

The issuance of the LMM Shares is subject to the prior approval of the NYSE MKT.

About Platinum Group Metals Ltd.

Platinum Group Metals Ltd., based in Johannesburg, South Africa and Vancouver, Canada, has a successful track record with more than 20 years of experience in exploration, mine discovery, mine construction and mine operations.

Formed in 2002, Platinum Group holds significant mineral rights in the Bushveld Igneous Complex of South Africa, which is host to over 70% of the world's primary platinum production. The Company is currently focused on moving its first near-surface Western Bushveld Joint Venture (WBJV) Project 1 platinum mine, to production.

Platinum Group has expanded its exploration efforts on the North Limb of the Bushveld Complex on the Waterberg Project. Waterberg represents a new bulk type of platinum, palladium and gold deposit that is being studied for potential mechanized mining.

Qualified Person

R. Michael Jones, P.Eng., the Company’s President, Chief Executive Officer and a significant shareholder of the Company, is a non-independent qualified person as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects and is responsible for preparing the technical information contained in this news release.

On behalf of the Board of
Platinum Group Metals Ltd.

R. Michael Jones
President & CEO

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

Disclosure

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

The securities described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent such registration or an available exemption therefrom.

This press release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively “forward-looking statements”). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding potential funding under the LLM Loan and the Sprott Facility and the use of proceeds thereof, the potential receipt of shareholder, Waterberg partner and regulatory approvals; the construction, development and ramp up of the Project 1 platinum mine; operational and economic projections with respect to the Project 1 platinum mine; future activities at Waterberg and the funding of such activities; trends in metal prices; and the Company’s overall capital requirements and future capital raising activities; plans and estimates regarding exploration, studies, development, construction and production on the Company’s properties, the time required to meet certain closing conditions, the closing of the LMM Loan, other economic projections and the Company’s outlook. Statements of resources also constitute forward-looking statements to the extent they represent estimates of mineralization that will be encountered on a property and/or estimates regarding future costs, revenues and other matters. 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, that the Company may be unsuccessful in obtaining the requisite shareholder or regulatory approvals or satisfying the other conditions to signing or funding of the LMM Loan or the amended Sprott Facility; the Company’s capital requirements may exceed its current expectations; the uncertainty of operational and economic projections; that the Company may be unsuccessful in satisfying the conditions to drawdown under the Facility, in negotiating and completing future funding transactions; variations in market conditions; the nature, quality and quantity of any mineral deposits that may be located; metal prices; other prices and costs; currency exchange rates; 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 the Company’s Form 40-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.

ITEM 6. RELIANCE ON SUBSECTION 7.1 OF NATIONAL INSTRUMENT 51-102

N/A

ITEM 7. OMITTED INFORMATION

N/A

ITEM 8. MULTILATERAL INSTRUMENT 61-101 – PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS (“MI 61-101”)

The Liberty Transaction is a “related party transaction” within the meaning of MI 61-101. Section 5.2 of MI 61-101 requires that certain information be disclosed in this material change report, as follows:

(a) Description of the transaction and its material terms:

See Item 5 of this report above.

(b) Purpose and business reasons for the transaction:

The proceeds from the LMM Transaction are required by the Company to complete its ramp-up at Project 1.

(c) Anticipated effect of the transaction on the issuer’s business and affairs:

The LMM Transaction will enable the company to complete its ramp-up at Project 1.

(d) Description of (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties, and (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

See Item 5 of this report above.

(e) Unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

See Item 5 of this report above.

(f) Summary, in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure documents for the transaction:

Not applicable (see Item 8(i) of this report below).

(g) Disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction (i) that has been made in the 24 months before the date of the material change report, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer:

There is no “prior valuation” (as such is defined in MI 61-101).

(h) General nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

See item 5 of this report above.

(i) Disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, of MI 61-101 and the facts supporting reliance on the exemptions:

See item 5 of this report above.

This material change report may be filed less than 21 days before the closing date of the LMM Transaction, if all necessary approvals have been received. The Company considers the shorter period reasonable and necessary to complete the LMM Transaction in order to complete its ramp-up at Project 1.

ITEM 9. EXECUTIVE OFFICER

The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following telephone number: R. Michael Jones, President & CEO Phone: (604) 899-5450

ITEM 10. DATE OF REPORT

November 3, 2015