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
under the Securities Exchange Act of 1934

For the month of: February 2022

Commission File Number: 001-33562

Platinum Group Metals Ltd.
Suite 838 - 1100 Melville Street, Vancouver BC, V6E 4A6, CANADA
Address of Principal Executive Office

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

Form 20-F [X] Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PLATINUM GROUP METALS LTD.
	/s/ Frank Hallam
Date:  February 11, 2022	Frank Hallam
	Chief Executive Officer

EXHIBIT INDEX

EXHIBIT 99.2 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-231964) (THE "REGISTRATION STATEMENT"), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit	Description
99.1	News Release dated February 11, 2022
99.2	Material Change Report dated February 11, 2022

EX-99.1

838 – 1100 Melville Street
Vancouver, BC V6E 4A6
P: 604-899-5450
F: 604-484-4710

News Release No. 22-448
February 11, 2022

Platinum Group Metals Ltd. Completes Purchase and
Cancellation of US $20 Million Convertible Notes

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM:TSX; PLG:NYSE American) ("Platinum Group", "PTM" or the "Company") has completed the privately negotiated purchase and cancellation of the Company's US $20 million 6 7/8% Convertible Senior Subordinated Notes (the "Notes") due July 1, 2022 pursuant to the agreements previously announced on January 20, 2022.  On the purchase of the Notes, the Company issued to the holders, on a private placement basis, an aggregate of 11,793,509 Common Shares of the Company in consideration for the principal outstanding balance of the Notes, being a price of approximately US $1.695 per share.  The Company also paid accrued and unpaid interest on the Notes in cash.  The Company purchased US $12.0 million of the Notes from an affiliate of Kopernik Global Investors, LLC on February 4, 2022 and US $8.0 million of the Notes from affiliates of Franklin Templeton Investments ("Franklin") on February 10, 2022. 

Franklin is a "related party" of the Company (as defined by Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101")) and the Company is relying on the exemptions from both the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves Franklin, exceeds 25 per cent of the Company's market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the closing dates of the above transactions as it has negotiated the above transactions on an expedited basis.

The Common Shares issuable upon the purchase of the Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and in Canada will be subject to a four-month restricted period from the issue date of the Common Shares.

About Platinum Group Metals Ltd. and Waterberg Project

Platinum Group Metals Ltd. is the operator of the Waterberg Project, a bulk underground palladium and platinum deposit located in South Africa. The Waterberg Project was discovered by Platinum Group and is being jointly developed with Impala Platinum Holdings Ltd., Mnombo Wethu Consultants (Pty) Ltd., Japan Oil, Gas and Metals National Corporation and Hanwa Co. Ltd.

PLATINUM GROUP METALS LTD. …2

On behalf of the Board of

Platinum Group Metals Ltd.

Frank R. Hallam

President, CEO and Director

For further information contact:

Kris Begic, VP, Corporate Development

Platinum Group Metals Ltd., Vancouver

Tel: (604) 899-5450 / Toll Free: (866) 899-5450

www.platinumgroupmetals.net

Disclosure

The TSX and the NYSE American have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.

EX-99.2

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1.NAME AND ADDRESS OF COMPANY

PLATINUM GROUP METALS LTD. (the "Company" or "Platinum Group")
838 - 1100 Melville Street Vancouver BC, V6E 4A6
Telephone: (604) 899-5450

ITEM 2.DATE OF MATERIAL CHANGE

February 10, 2022

ITEM 3.NEWS RELEASE

A news release was disseminated on February 11, 2022 to the Toronto Stock Exchange ("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

The Company has completed the privately negotiated purchase and cancellation of the Company's US $20 million 6 7/8% Convertible Senior Subordinated Notes (the "Notes") due July 1, 2022 pursuant to the agreements previously announced on January 20, 2022.  On the purchase of the Notes, the Company issued to the holders, on a private placement basis, an aggregate of 11,793,509 Common Shares of the Company in consideration for the principal outstanding balance of the Notes. 

ITEM 5.FULL DESCRIPTION OF MATERIAL CHANGE

5.1Full Description of Material Change

The Company has completed the privately negotiated purchase and cancellation of the Notes due July 1, 2022 pursuant to the agreements previously announced on January 20, 2022.  On the purchase of the Notes, the Company issued to the holders, on a private placement basis, an aggregate of 11,793,509 Common Shares of the Company in consideration for the principal outstanding balance of the Notes, being a price of approximately US $1.695 per share.  The Company also paid accrued and unpaid interest on the Notes in cash.  The Company purchased US $12.0 million of the Notes from an affiliate of Kopernik Global Investors, LLC on February 4, 2022 and US $8.0 million of the Notes from affiliates of Franklin Templeton Investments ("Franklin") on February 10, 2022. 

Franklin is a "related party" of the Company (as defined by Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101")) and the Company is relying on the exemptions from both the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves Franklin, exceeds 25 per cent of the Company's market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the closing dates of the above transactions as it has negotiated the above transactions on an expedited basis.

2

The Common Shares issuable upon the purchase of the Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and in Canada will be subject to a four-month restricted period from the issue date of the Common Shares.

5.2Disclosure for Restructuring Transactions

N/A

ITEM 6.RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

N/A

ITEM 7.OMITTED INFORMATION

N/A

ITEM 8.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:

Frank Hallam, CEO
T: (604) 899-5450

ITEM 9.DATE OF REPORT

February 11, 2022