PLATINUM GROUP METALS LTD.

328 – 550 Burrard Street

Vancouver, British Columbia

Canada V6C 2B5

ANNUAL GENERAL MEETING	Notice of Annual General Meeting of Shareholders Management Information Circular
Place:	328 – 550 Burrard Street Vancouver, British Columbia V6C 2B5
Time:	2:00 p.m. (Vancouver time)
Date:	Tuesday, January 13, 2009

PLATINUM GROUP METALS LTD.

CORPORATE DATA

Head Office 328 – 550 Burrard Street Vancouver, British Columbia Canada V6C 2B5 Directors and Officers R. Michael Jones – President, Chief Executive Officer & Director Frank R. Hallam – Chief Financial Officer, Corporate Secretary & Director Iain D.C. McLean –Director Barry W. Smee – Director Eric H. Carlson– Director Peter C. Busse – Chief Operating Officer Registrar and Transfer Agent Computershare Investor Services Inc. 3rd Floor – 510 Burrard Street Vancouver, British Columbia Canada V6C 3B9 Legal Counsel Gowling Lafleur Henderson LLP 2300 – 550 Burrard Street Vancouver, British Columbia Canada V6C 2B5

Auditor PricewaterhouseCoopers LLP 250 Howe Street, Suite 700 Vancouver, British Columbia Canada V6C 3S7 Stock Exchange Listing Toronto Stock Exchange (“TSX”) Symbol “PTM” NYSE Alternext US LLC (“NYSE-A”) Symbol “PLG”

PLATINUM GROUP METALS LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Platinum Group Metals Ltd. (the “Company”) will be held at the offices of the Company at 328 – 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, on Tuesday, the 13th day of January, 2009 at the hour of 2:00 p.m. (local time), for the following purposes:

1.   To receive the Annual Report;

2.   To receive the audited consolidated financial statements of the Company for the fiscal year ended August 31, 2008 (with comparative statements relating to the preceding fiscal year) together with the report of the auditors thereon;

3.   To elect directors;

4.   To appoint the auditors;

5.   To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

Accompanying this Notice is the Annual Report referred to in item 1 above, including the audited consolidated financial statements and notes thereto and related management’s discussion and analysis for the financial year ended August 31, 2008, a Management Information Circular, a form of proxy, an annual request form and a postage paid return card. The accompanying Management Information Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Management Information Circular accompanying this Notice. Those who are unable to attend the meeting are requested to read, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Management Information Circular accompanying this Notice. Please advise the Company of any change in your mailing address.

A proxy will not be valid unless the completed form of proxy is received by COMPUTERSHARE INVESTOR SERVICES INC., Proxy Dept., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 on or before 2:00 p.m. (Vancouver time) on Friday, January 9, 2009 (the second business day before the date of the Meeting), being 48 hours (excluding Saturdays, Sundays and holidays) before the time set for holding the Meeting.  Proxies delivered after that time will not be accepted.

DATED at Vancouver, British Columbia, this 1st day of December, 2008.

BY ORDER OF THE BOARD

(signed) “R. Michael Jones”

President, Chief Executive Officer & Director

PLATINUM GROUP METALS LTD.

MANAGEMENT INFORMATION CIRCULAR

(containing information as at December 1, 2008 unless indicated otherwise)

SOLICITATION OF PROXIES

This Management Information Circular (“Information Circular”) is furnished in connection with the solicitation of proxies by the management of Platinum Group Metals Ltd. (the “Company”) for use at the Annual General Meeting of shareholders of the Company (and any adjournment thereof) to be held at 2:00 p.m. (Vancouver time) on January 13, 2009 (the “Meeting”) at the place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of the Company at nominal cost. All costs of solicitation by management will be borne by the Company.

The contents and the sending of this Information Circular have been approved by the directors of the Company.

APPOINTMENT OF PROXYHOLDER

The individuals named as proxyholder in the accompanying form of proxy are the Chief Executive Officer and Chief Financial Officer, respectively, of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT THE SHAREHOLDER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON’S OR COMPANY’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by COMPUTERSHARE INVESTOR SERVICES INC., Proxy Dept., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 on or before 2:00 p.m. (Vancouver time) on Friday, January 9, 2009 (the second business day before the date of the Meeting), being 48 hours (excluding Saturdays, Sundays and holidays) before the time set for holding the Meeting.  Proxies delivered after that time will not be accepted.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney duly authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Company, at Suite 2300, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5 (Attention: Daniel M. Allen) at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the meeting or, if adjourned, any reconvening thereof,or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their shares in their own name (referred to herein as “Beneficial Shareholders”) should note that only registered shareholders may vote at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in such shareholder’s name on the records of the Company. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers’ clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Company to the registered shareholders. However, its purpose is limited to instructing the registered shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote common shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of common shares must be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted.

This Information Circular and accompanying materials are being sent to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“Objecting Beneficial Owners”, or “OBOs”) and those who do not object to their identity being made known to the issuers of the securities they own (“Non-Objecting Beneficial Owners”, or “NOBOs”). Subject to the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf.

The Company has decided to take advantage of the provisions of NI 54-101 that permit it to deliver proxy-related materials directly to its NOBO’s. By choosing to send these materials to you directly, the Company (and not the intermediary holding common shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. As a result if you are a NOBO of the Company, you can expect to receive a scannable Voting Instruction Form (“VIF”) from Computershare Investor Services Inc. Please complete and return the VIF to Computershare Investor Services Inc. in the envelope provided or by facsimile. In addition, telephone voting and internet voting can be found in the VIF. Computershare Investor Services Inc. will tabulate the results of the VIF’s received from the Company’s NOBO’s and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIF’s they receive.

The Company’s OBOs can expect to be contacted by Broadridge or their brokers or their broker’s agents as set out above.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxyholder for the registered shareholder should enter their own names in the blank space on the proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to shareholders in this Information Circular and the accompanying form of Proxy and Notice of Meeting are to registered shareholders of record unless specifically stated otherwise.

VOTING OF PROXIES

The shares represented by a properly executed proxy in favour of persons designated as proxyholders in the enclosed form of proxy will:

(a)   be voted or withheld from voting in accordance with the instructions of the shareholder appointing the proxyholder on any ballot that may be called for; and

(b)   where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy.

ON A POLL, SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated by management as proxyholders in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Authorized Capital:	unlimited Common Shares without par value
Issued and Outstanding:	67,624,717 Common Shares without par value as at December 1, 2008.

Only shareholders of record holding Common Shares at the close of business on December 1, 2008, (the “Record Date”) who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their shares voted at the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders, or who is holding a valid proxy on behalf of a shareholder who is not present at the Meeting, will have one vote, and on a poll every shareholder present in person or represented by a valid proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each share registered in that shareholder’s name on the list of shareholders, which is available for inspection during normal business hours at Computershare Investor Services Inc. and will be available at the Meeting. Shareholders represented by proxyholders are not entitled to vote on a show of hands.

To the knowledge of the directors and senior officers of the Company, the following persons or companies beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company:

Name	Number of Shares	Percentage of Outstanding Shares
Geologic Resource Partners LLC	8,572,825	12.68%

ELECTION OF DIRECTORS

The Board of Directors has determined the number of directors at five and presently consists of five directors. It is proposed to elect five directors for the ensuing year.

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management’s nominees and the persons named by management as proxyholders in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as directors. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia).

The following table and notes thereto sets out the name of each person proposed to be nominated by management for election as a director, his province and country of residence, all offices of the Company now held by him, his principal occupation, the period of time for which he has been a director of the Company, and the number of shares of the Company beneficially owned by him, directly or indirectly, or over which he exercises control or direction, as at December 1, 2008:

Name, Position and Province or State, and Country of Residence(1)	Principal Occupation and Occupation During the Past 5 Years(1)	Previous Service as a Director	Number of Shares beneficially owned, or controlled or directed, directly or indirectly(2)
R. MICHAEL JONES(11) President, Chief Executive Officer and Director British Columbia, Canada	Chairman, President, and Chief Executive Officer of the Company and a predecessor company from 2000 to present.	Feb. 18, 2002(3)	1,472,372(6)
FRANK HALLAM (10)(11) Chief Financial Officer, Director and Corporate Secretary British Columbia, Canada	Chartered Accountant since 1993; Chief Financial Officer of the Company and the founder of a predecessor company from 1983 to present.	Feb. 18, 2002(4)	571,814
BARRY W. SMEE(7) (8) (10) Director British Columbia, Canada	President of Smee & Associates, a private consulting, geological and geochemistry company, since 1990.	Feb. 18, 2002(3)	85,100
IAIN D.C. MCLEAN(7) (8)(10)(11) Chairman and Director Northumberland, U.K.	General Management Consultant. Former CEO of Municipal Software Corporation of Canada, a software development company based in Victoria BC. Former Vice President and General Manager of Total Care Technologies, a division of Ad Opt Technologies Inc, a medical software development company.	Feb. 18, 2002(5)	141,839
ERIC CARLSON(7)(8) Director British Columbia, Canada	Chartered Accountant since 1985; President and Chief Executive Officer of Anthem Properties Corp., an investment group specializing in the acquisition and management of residential and office properties in Canada and the United States, since July 1994.	Feb. 22, 2005	80,800(9)

NOTES:

(1)   The information as to the province or state and country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(2)   The information as to shares beneficially owned, or controlled or directed, directly or indirectly, by each proposed director, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(3)   Served as a director of one of the Company’s predecessors from February 24, 2000 to February 18, 2002.

(4)   Served as a director of one of the Company’s predecessors from March 11, 1983 to February 18, 2002.

(5)   Served as a director of one of the Company’s predecessors from October 9, 2000 to February 18, 2002.

(6)   Of these shares 956,000 are held by 599143 B.C. Ltd. (a company 50% owned by Mr. Jones and 50% owned by Mr. Jones’ wife).

(7)   Denotes member of the Audit Committee.  Mr. Carlson is chairman of the Audit Committee.

(8)   Denotes member of the Compensation Committee.  Mr. Smee is the chairman of the Compensation Committee.

(9)   Of these shares, 53,800 are held by Carmax Enterprises Corporation, a private company owned by Mr. Carlson.

(10)   Denotes member of Governance and Nomination Committee, Mr. McLean is the chairman of the Governance and Nomination Committee.

(11)   Denotes member of the Disclosure Committee.  Mr. Jones is the chairman of the Disclosure Committee.

AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees (“NI 52-110”), companies are required to provide certain disclosure with respect to their audit committee, including the text of the audit committee’s charter, the composition of the audit committee and the fees paid to the external auditor. Please refer to the Company’s Annual Information Form dated December 1, 2008 (the “2008 AIF”) with respect to the fiscal year ended August 31, 2008 under the headings “Directors and Officers – Committees of the Board of Directors – Audit Committee” and Schedule “A” attached thereto.  A copy of the 2008 AIF has been filed on the Company’s profile on the SEDAR website (www.sedar.com ).

STATEMENT OF EXECUTIVE COMPENSATION

“Named Executive Officers” (each an “NEO”) means: (i) each individual who serves as the Chief Executive Officer (“CEO”) or the Chief Financial Officer (“CFO”) of the Company, or an individual who acted in a similar capacity, during the fiscal year ended August 31, 2008, regardless of the amount of compensation of that individual; (ii) each of the Company’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the fiscal year end of August 31, 2008 and whose total annual salary and bonus exceeds $150,000; and (iii) any additional individuals who would have been included under (ii) except that the individual was not serving as an officer of the Company at August 31, 2008.

The Company’s Named Executive Officers are R. Michael Jones, the President and CEO of the Company, Frank Hallam, the CFO of the Company, and Peter Busse, the COO of the Company.

Summary Compensation Table

		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Principal Position	Year (1)	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Under Options/ SARs granted (#)(2)	Shares or Units Subject to Resale Restrictions ($)	LTIP Payouts ($)	All Other Compensation ($)
R. Michael Jones, President & CEO	2008 2007 2006	Nil Nil Nil	$37,500 $50,250 $50,000	$203,974(3) $170,341(3) $145,980	125,000/Nil 230,000/Nil Nil/Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Frank R. Hallam, CFO	2008 2007 2006	$178,333 $153,450 $123,750	$30,000 $40,000 $30,000	Nil Nil Nil	115,000/Nil 220,000/Nil Nil/Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Peter C. Busse COO	2008	$170,455(4)	Nil	Nil	150,000/Nil	Nil	Nil	Nil

NOTES:

(1)   Fiscal year ended August 31.

(2)   Figures represent options granted during a particular year; see “Aggregate Option” table for the aggregate number of options outstanding at year end.

(3)   These fees were paid to Mr. Jones pursuant to a consulting services agreement dated August 1, 2006 for management and administrative services.  Prior to August 1, 2006, Mr. Jones was paid for such services pursuant to a management services agreement dated April 1, 2005. For further information regarding the employment agreements of Messrs. Jones and Hallam, see “Termination of Employment, Change in Responsibilities and Employment Contracts”.

(4)   Peter Busse commenced employment with the Company in fiscal 2008, on October 22, 2007.

Long Term Incentive Plan Awards

A long term incentive plan (“LTIP”) is any plan providing compensation intended to motivate performance over a period greater than one fiscal year. A LTIP does not include option or stock appreciation rights plans or plans for compensation through shares or units that are subject to restrictions on resale. The Company has not granted any LTIPs during the past fiscal year.

Stock Appreciation Rights

A stock appreciation right (“SAR”) is a right granted by an issuer or any of its subsidiaries as compensation for employment services or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of the issuer’s shares. No SARs were granted to or exercised by the Named Executive Officers during the recently completed fiscal year ended August 31, 2008.

Option Grants During The Most Recently Completed Fiscal Year

During the fiscal year ended August 31, 2008, the following stock options were granted to the Named Executive Officers:

Name	Securities Under Options Granted	Percentage of Total Options Granted to Employees in Fiscal Year(1)	Exercise or Base Price ($/Security)	Market Value of Securities Underlying Options on the Date of Grant ($/Security)	Expiration Date
R. Michael Jones	125,000	9.14%	$4.40	$4.17(2)	October 26, 2012
Frank R. Hallam	115,000	8.41%	$4.40	$4.17(2)	October 26, 2012
Peter C. Busse	150,000	10.97%	$4.15	$3.85(3)	October 23, 2012

NOTES:

(1)   Percentage of all of the Company’s options granted during the fiscal year ended August 31, 2008.

(2)   Market value of the Company’s Common Shares listed on the Toronto Stock Exchange (“TSX”) on October 25, 2007, being the closing price on the day immediately preceding the date of grant.

(3)   Market value of the Company’s Common Shares listed on the Toronto Stock Exchange (“TSX”) on October 22, 2007, being the closing price on the day immediately preceding the date of grant.

Aggregated Option Exercises During the Most Recently Completed Fiscal Year

and Fiscal Year-End Option/SAR Values

The following table sets forth details of all stock options exercised by the Named Executive Officers during the fiscal year ended August 31, 2008 and the value of unexercised stock options held by the Named Executive Officers on an aggregated basis as of August 31, 2008:

Name	Securities Acquired on Exercise (#)	Aggregate Value Realized ($)	Unexercised Options/ SARs at Fiscal Year-End (#)(1) Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options/ SARs at Fiscal Year-End (#)(1)(2) Exercisable/ Unexercisable
R. Michael Jones	Nil	Nil	511,250/93,750	$684,500
Frank R. Hallam	57,000	$94,620	474,750/86,250	$421,720
Peter C. Busse	Nil	Nil	37,500/112,500	Nil

NOTES:

(1)   As freestanding SARs have not been granted, the number of shares relate solely to the Company’s options.

(2)   Calculated using the closing price of Common Shares of the Company on the Toronto Stock Exchange on August 29, 2008 (being the last trading day of the Company’s fiscal year end) of $2.72 per share, less the exercise price of the stock options granted.

Option and SAR Repricings

During the fiscal year ended August 31, 2008, no options held by the Named Executive Officers were repriced. The Company has not granted any freestanding SARs.

Defined Benefit or Actuarial Plan Disclosure

The Company does not have a defined benefit or actuarial plan under which benefits are determined primarily by final compensation (or average final compensation) and years of service of the Company’s officers and key employees. The Company does not provide retirement benefits for directors or executive officers.

Termination of Employment, Change in Responsibilities and Employment Contracts

The Company may terminate the consulting services agreement between R. Michael Jones and the Company dated August 1, 2006 on notice without cause upon payment of a sum representing Mr. Jones’ daily fee at such time for a period of 63 days and provision of benefits made available to officers of the Company from time to time on terms determined by the Board of Directors for the earlier of 3 months or until Mr. Jones obtains comparable benefits from another source. The services agreement includes a provision whereby Mr. Jones shall have 60 days from the date of a change of control of the Company to elect in writing whether or not he wishes to terminate the agreement, after which time he shall be deemed to have elected not to do so. If Mr. Jones elects to terminate the agreement, then he shall give written notice of his election to the Company and the agreement shall terminate 30 days from the day of such notice. Mr. Jones shall then, from the date of termination, be entitled to receive from the Company in one lump sum the equivalent of one year’s compensation.

Under an employment agreement dated August 1, 2006 between Frank Hallam and the Company, the Company may terminate summarily and without notice, or payment in lieu of notice, severance payments, benefits, damages or any sums whatsoever, in the event that there is just cause for termination of Mr. Hallam’s employment. Mr. Hallam’s employment agreement may be terminated on notice by the Company to Mr. Hallam without cause upon payment to him at termination of 3 months’ base salary and provision of benefits made available to officers of the Company at the discretion of the Board of Directors. The employment agreement includes a provision whereby Mr. Hallam shall have 60 days from the date of a change of control of the Company to elect in writing whether or not he wishes to terminate the agreement, after which time he shall be deemed to have elected not to do so. If Mr. Hallam elects to terminate the agreement, then he shall give written notice of his election to the Company and the agreement shall terminate 30 days from the day of such notice. Mr. Hallam shall then, from the date of termination, be entitled to receive from the Company in one lump sum the equivalent of one year’s compensation.

Composition of the Compensation Committee

The Company’s Compensation Committee (the “Compensation Committee”) is comprised of three unrelated directors, Messrs. Smee, Carlson and McLean. All members of the Compensation Committee are independent directors of the Company.  Mr. Smee was appointed chairman of the Compensation Committee on January 8, 2008.

REPORT ON EXECUTIVE COMPENSATION

The Company’s principal goal is to create value for its shareholders. The Company’s compensation philosophy is based on the objectives of linking the interests of the executive officers with both the short and long-term interests of the Company, of linking executive compensation to the performance of the Company and the individual and of compensating executive officers at a level and in manner that ensures the Company is capable of attracting, motivating and retaining individuals with exceptional executive skills.

The Company’s executive compensation program is administered by the Compensation Committee.  The Compensation Committee has, as part of its mandate, the duty to: (i) review and recommend to the Board for approval the general compensation philosophy and guidelines for all directors and executive officers; (ii) review and recommend to the Board the compensation, including salary, incentives, benefits and other perquisites, of all directors and executive officers except for the Chief Executive Officer; (iii) review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; (iv) evaluate the Chief Executive Officer’s performance in light of those corporate goals and objectives; (v) consider the Company’s Governance and Nomination Committee’s report respecting the Chief Executive Officer’s performance; and (vi) recommend to the Board the Chief Executive Officer’s compensation level, based upon such evaluation, including salary, incentives, benefits and other perquisites.

The Compensation Committee believes that it is important to award incentive stock options as part of an overall compensation package intended to engage new employees directly with the aims of shareholders and provide incentive. It is intended that such options be considered as part of a package in the overall mix of remuneration. The Compensation Committee has implemented a process of evaluating employees on a regular basis and the Company management is responsible for preparing an individual evaluation process for each employee and then conduct reviews on an annual basis. The evaluation framework is objective where a number of factors are judged for each employee. The same evaluation parameters are used for each review period.

The Compensation Committee held three meetings during 2008.

Executive Compensation

The executive compensation program is designed to encourage, compensate and reward employees on the basis of individual and corporate performance, both in the short and the long term. Base salaries are competitive with corporations of a comparable size and stage of development within the mineral exploration industry, thereby enabling the Company to compete for and retain executives critical to the Company’s long-term success.  Incentive compensation is directly tied to corporate and individual performance. Share ownership opportunities are provided to align the interests of executive officers with the longer term interests of shareholders. Compensation for each of the Named Executive Officers consists of a base salary, along with annual incentive compensation in the form of a performance based bonus, and a longer term incentive in the form of stock options.

Base Salary

The Compensation Committee approves ranges for base salaries for employees at all levels of the Company based on reviews of market data from peer companies in the mineral exploration industry. The level of base salary for each employee within a specified range is determined by the level of past performance, as well as by the level of responsibility and the importance of the position to the Company.

The Compensation Committee has approved agreements with respect to the base payments to be paid to the Chief Executive Officer and Chief Financial Officer. The Committee’s recommendations for such amounts and base salaries are then submitted for approval by the Board of the Company.

Annual Bonus

Senior managers are eligible for annual incentive awards. Corporate performance, as assessed by the board of directors, determines the aggregate amount of bonus to be paid by the Company to all eligible senior managers in respect of a fiscal year.

The aggregate amount of bonuses to be paid will vary with the degree to which targeted corporate performance was achieved for the year. The individual performance factor allows the Company to effectively recognize and reward those individuals whose efforts have assisted the Company to attain its corporate performance objective.

Stock Options

The Company’s Stock Option Plan (the “Plan”) is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance. The Compensation Committee considers stock option grants when reviewing executive officer compensation packages as a whole.

The Compensation Committee has sole discretion to determine the key employees to whom it recommends that grants be made and to determine the terms and conditions of the options forming part of such grants. The Compensation Committee approves ranges of stock option grants for each level of executive officer. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position to the Company.

The number of stock options (“Options”) which may be issued under the Plan in the aggregate and in respect of any fiscal year is limited under the terms of the Plan and cannot be increased without shareholder approval.

The foregoing report, on the following page, has been furnished by the Compensation Committee as of November 11, 2008.

Performance Graph

The following graph compares the yearly percentage change in the Company’s cumulative total shareholder return on Common Shares of the Company with the cumulative total return of the S&P/TSX Composite Index, assuming reinvestment of dividends, since August 31, 2003 to August 31, 2008.

Cumulative Total Shareholder Returns

Platinum Group Metals Ltd. vs. S&P/TSX Composite Index

	2003	2004	2005	2006	2007	2008
PTM	100	179	185	290	571	439
S&P/TSX	100	112	142	161	182	183

Compensation of Directors

Except as described below, the Company does not compensate its directors in their capacities as such.

Director	No. of Options Held	Directors’ Fees/Committee Participation	Consulting Fees
Barry Smee	340,000	$25,000	Nil
Iain McLean	390,000	$25,000	Nil
Eric Carlson	440,000	$25,000	Nil

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) was adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. The corporate governance practices adopted by the Company are set out in the attached Schedule “A”.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At any time during the Company’s last completed fiscal year, no director, executive officer or employee, or any former director, executive officer or employee, of the Company or any of its subsidiaries is or has been indebted to the Company or any of its subsidiaries or is or has been indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, other than routine indebtedness.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATIONS PLANS

The Plan is administered by the Compensation Committee. Options may be granted pursuant to the Plan to the Company’s directors, senior officers, employees, non-employee directors, management company employees and consultants to purchase Common Shares on such terms that the Board or Compensation Committee may determine, subject to the limitations of the Plan and the rules of applicable regulatory authorities.  The maximum aggregate number of Common Shares that can be reserved for issuance pursuant to the Plan may not exceed 10% of the Company’s issued and outstanding share capital at the time of any option grant.  The exercise price for Options granted under the Plan is determined by the Compensation Committee, in its discretion, at the time the Options are granted, but such price shall be fixed in compliance with the applicable provisions of the TSX Company Manual in force at the time of granted, and, in any event, may not be less than the closing price of the Common Shares on the TSX on the trading day immediately preceding the day on which the Option is granted (provided that if there are no trades on such day then the last closing price within the preceding ten trading days will be used, and if there are no trades within such ten-day period, then the simple average of the bid and ask prices on the trading day immediately preceding the day of grant will be used).

The following table provides information regarding the Plan, being the only compensation plan in effect as of the end of the Company’s most recently completed fiscal year, under which securities of the Company are authorized for issuance to directors, senior officers, employees, non-employee directors, management company employees, and consultants:

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted-Average Exercise Price of Outstanding Options (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved By Shareholders	3,857,875	$2.56	2,407,050
Equity Compensation Plans Not Approved By Shareholders	N/A	N/A	N/A
Total	3,857,875	$2.56	2,407,050

Subsequent to the year end, the Company granted Options to purchase an additional 1,727,000 Common Shares at an exercise price of $1.60 per share.  As a result, the number of Common Shares reserved for issuance under the Plan as at the date hereof totals 5,584,875 Common Shares, equal to 8.26% of the issued and outstanding Common Shares.

The Plan contains the following additional terms and conditions:

(a)   the number of Options granted to Insiders (together with any options granted to Insiders pursuant to any other share compensation arrangements of the Company) within a 12-month period to acquire Common Shares reserved for issuance under the Plan (or any other compensation plan of the Company) may not exceed 10% of the issued and outstanding number of Common Shares unless approved by disinterested shareholders;

(b)   the number of Common Shares reserved for issuance under Options granted to Insiders may not exceed 10% of the issued and outstanding number of Common Shares unless approved by disinterested shareholders;

(c)   the number of Common Shares reserved for issuance to any one individual pursuant to Options or any other share compensation arrangements of the Company in any 12-month period may not exceed 5% of the number of issued and outstanding Common Shares from time to time unless approved by securityholders who are not Insiders;

(d)   the maximum aggregate number of Common Shares that may be reserved under the Plan or other share compensation arrangements of the Company for issuance to any one consultant during any 12-month period may not exceed 2% of the issued and outstanding Common Shares;

(e)   the maximum aggregate number of Common Shares that may be reserved under the Plan or other share compensation arrangements of the Company for issuance to persons employed in investor relations activities (as a group) may not exceed, in any 12 month period, 2% of the issued and outstanding Common Shares;

(in each case calculated as of the date of grant of the Option, including all other Common Shares under option to such person at that time)

(f)   Options may be exercisable for a period of time determined by the Committee and may be up to ten years;

(g)   Options are non-assignable and non-transferable;

(h)   Options can only be exercised by the optionee as long as the optionee remains an eligible optionee pursuant to the Plan. Options granted to any optionee who is a director, employee, consultant or management company employee must expire within ninety (90) days after the optionee ceases to be in at least one of these categories.  Options granted to any optionee who is engaged in investor relations activities must expire within thirty (30) days after the optionee ceases to be employed to provide investor relations activities;

(i)   in the event of death of the optionee, the outstanding Options shall remain in full force and effect and exercisable by the heirs or administrators of the deceased optionee in accordance with the terms of the agreement for one (1) year from the date of death or the balance of the option period, whichever is earlier;

(j)   the Compensation Committee may determine when any Option will become exercisable and may determine that the Option may become exercisable in instalments;

(k)   subject to the policies of the TSX, the Board of Directors may, at any time, without further action by the Company’s shareholders, amend the Plan or any Option granted thereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to:

(i)   ensure that the Options granted thereunder will comply with any provisions respecting stock options in the income tax and other laws in force in any country or jurisdiction of which a participant to whom an Option has been granted may from time to time be resident or a citizen;

(ii)   make amendments of an administrative nature;

(iii)   change vesting provisions of an Option or the Plan;

(iv)   change termination provisions of an Option provided that the expiry date does not extend beyond the original expiry date;

(v)   reduce the exercise price of an Option for an optionee who is not an Insider;

(vi)   make any amendments required to comply with applicable laws or TSX requirements; and

(vii)   make any other amendments which are approved by the TSX; and

(l)   the exercise price and the number of Common Shares which are subject to an Option may be adjusted from time to time for share dividends, and in the event of reorganizations or changes in the capital structure of the Company.

There are no stock appreciation rights (SAR) associated with options granted under the Plan and there is no provision under the Plan to transform stock options into stock appreciation rights. No financial assistance is or will be provided to participants in the Plan by the Company to facilitate the purchase of Common Shares under the Plan.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

None of the proposed directors (or any of their personal holding companies) of the Company:

a)   is, or during the ten years preceding the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company, including the Company, that:

i)   was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

ii)   was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer of the relevant company and which resulted from an event that occurred while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;

b)   is, or during the ten years preceding the date of this Information Circular has been, a director or executive officer, of any company, including the Company, that while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold its assets; or

c)   has, within the ten years preceding the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

None of the proposed directors (or any of their personal holding companies) has been subject to:

a)   any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

b)   any other penalties or sanctions imposed by a court or regulatory body which would likely be considered important to a reasonable securityholder of the Company in deciding whether to vote for a proposed director.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, and other than transactions carried out in the ordinary course of business of the Company or any of its subsidiaries, none of the directors or executive officers of the Company, any shareholder beneficially owning shares carrying more than 10% of the voting rights attached to the shares of the Company nor an associate or affiliate of any of the foregoing persons has, since September 1, 2007 (being the commencement of the Company’s last completed financial year), had any material interest, direct or indirect, in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

APPOINTMENT OF AUDITORS

Unless such authority is withheld, the person named in the accompanying proxy intend to vote for the appointment of PricewaterhouseCoopers LLP, Chartered Accountants of Suite 700, 250 Howe Street, Vancouver, British Columbia, V6C 3S7, as auditors of the Company. PricewaterhouseCoopers LLP, Chartered Accountants were first appointed auditors of the Company on August 7, 2007 upon the resignation at the request of the Company of Deloitte & Touche LLP, Charted Accountants the former auditors.

MANAGEMENT CONTRACTS

Management functions of the Company and its subsidiaries are not to any substantial degree performed other than by their respective directors or executive officers.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the last fiscal year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors.

ANY OTHER MATTERS

Management of the Company knows of no matters to come before the meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the meeting, it is the intention of the persons designated by management as proxyholders in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

ADDITIONAL INFORMATION

Additional information regarding the Company and its business activities is available on the SEDAR website located at www.sedar.com under “Company Profiles – Platinum Group Metals Ltd.” The Company’s financial information is provided in the Company’s comparative financial statements and related management discussion and analysis for its most recently completed fiscal year and may be viewed on the SEDAR website. Shareholders of the Company may request copies of the Company’s consolidated financial statements and related management discussion and analysis by contacting Platinum Group Metals Ltd., at Suite 328, 550 Burrard Street, Vancouver, British Columbia, Canada, V6C 2B5, attention R. Michael Jones, President; or by telephone: 604-899-5450.

SCHEDULE “A”                                

CORPORATE GOVERNANCE PRACTICES

The following table addresses the disclosure requirements set out in Form 58-101F1 Corporate Governance Disclosure:

Corporate Governance Disclosure Requirement	The Company’s Approach
1.      Board of Directors – (a)Disclose identity of directors who are independent.	(a)The Company’s three independent directors are Messrs. Barry W. Smee, Eric H. Carlson and Iain D. C. McLean.
(b)Disclose identity of directors who are not independent and describe the basis for that determination.	(b)The Company’s two non-independent directors are Messrs. R. Michael Jones and Frank R. Hallam. These two directors are non-independent insofar as they hold senior executive positions with the Company.
(c)Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the board) does to facilitate its exercise of independent judgment in carrying out its responsibilities.	(c)A majority of the board is independent.
(d)If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	(d)The following directors are presently also directors of other issuers as listed: R. Michael Jones is also a director of Jerico Explorations Inc. (TSXV), West Timmins Mining Inc. (TSX), MAG Silver Corp. (TSX) and Nextraction Energy Corp. (TSXV) Frank R. Hallam is also a director of Jerico Explorations Inc. (TSXV), West Timmins Mining Inc. (TSX) and Nextraction Energy Corp. (TSXV) and a senior officer of MAG Silver Corp. (TSX) Barry Smee is also a director of Almaden Minerals Ltd. (TSX) Eric Carlson is also a director of MAG Silver Corp. (TSX), West Timmins Mining Inc. (TSX), Anthem Ventures Capital Corp. (TSXV) and Nextraction Energy Corp. (TSXV)
(e)Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.	(e)The independent directors of the board do not hold meetings at which non-independent directors and members of management are not in attendance. The Company holds regular quarterly meetings and other meetings as required, at which the opinion of the independent directors is sought and duly acted upon for all material matters related to the Company.
(f)Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.	(f)Iain McLean is the Chairman of the Company and is an independent director. Mr. McLean has extensive business experience as senior executive in several public companies managing operations, listings, capital raising, etc. Also has experience in underground mining operations in the UK and South Africa.
(g)Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.	(g)The Company has held 7 board meetings since September 1, 2007, the beginning of its most recently completed financial year. The attendance record for its five directors is: R. Michael Jones (7/7), Frank R. Hallam (7/7), Barry W. Smee (7/7), Iain D. C. McLean (6/7) and Eric H. Carlson (6/7).
2.Board Mandate –
Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.	The board assumes responsibility for stewardship of the Company, including overseeing all of the operation of the business, supervising management and setting milestones for the Company. The board reviews the statements of responsibilities for the Company including, but not limited to, the code of ethics and expectations for business conduct. The board approves all significant decisions that affect the Company and its subsidiaries and sets specific milestones towards which management directs their efforts. The strategic planning process is carried out at each board meeting where there are regularly reviewed specific milestones for the Company. The corporate milestones are incorporated into senior management’s bonus scheme where performance bonuses are matched to the corporate objectives and milestones. The board reviews the strategic plan at each meeting, usually at least once quarterly. The strategic planning process incorporates identifying the main risks to the Company’s objectives and ensuring that mitigation plans are in place to manage and minimize these risks. In addition to the typical currency, commodity, mining exploration and development risks, the board has identified additional risk with respect to the granting of final mining authorizations on the Company’s properties in South Africa. To mitigate these risks, the Company is working closely with its BEE partner and Anglo Platinum in South Africa, and is in frequent dialogue with the representatives of the Department of Minerals and Energy. This dialogue has been initiated long in advance of the permissions and authorization expiration dates and in advance of the dates required for the Company’s strategic plan. The board is updated regularly as to the status of these discussions. The board appoints senior management. As the Company has grown it has seen that management has also grown, mitigating risk with respect to succession planning. At this time two executives are in place with sufficient experience to assume the CEO role in the case of the loss of the CEO.  The Compensation Committee is responsible for reviewing and reporting to the board on management’s succession plans. The board as a whole, given its small size, is involved in developing the Company’s approach to corporate governance; however, the board has established a Governance and Nomination Committee to review and make recommendations on matters including, but not limited to: corporate governance in general; size and composition of the board in the short and long-term; CEO succession planning; and policies and procedures for directors to carry out their duties with due diligence and in compliance with all legal and regulatory requirements. The board approves all of the Company’s major communications, including annual and quarterly reports and press releases with specific review of financial disclosure by the Audit Committee.  In accordance with its recently adopted Timely Disclosure, confidentiality and Insider trading Policy, three (3) corporate spokespersons have been formally designated. The communication policy of the Company is to circulate all press releases to technical staff and all responsible people involved in press release material. This policy ensures that shareholders receive information not only from the senior management point of view but from the viewpoint of the project staff. Shareholder feedback, when significant, is also communicated directly back to the board. The board and the Audit Committee examine the effectiveness of the Company’s internal control processes and information systems. The board, and the Audit Committee, consults with the auditor with respect to these systems. The Company also initiated a process in 2005 to establish compliance with Sarbanes-Oxley regulations in the United States. In general, transactions over a CDN$50,000 limit or involving mineral properties require the board’s approval. Project budgets are brought before the board on a regular basis. The board’s direction with respect to these budgets are communicated back to project staff. The number of scheduled board meetings varies with circumstances but a minimum of 3 meetings are held annually. In addition, special meetings are called as necessary. The Chairman establishes the agenda at each board meeting and submits a draft to each director for their review and recommendation for items for inclusion on the agenda and each director has the ability to raise subjects that are not on the agenda at any board meeting. Meeting agendas and other materials to be reviewed and/or discussed for action by the board are distributed to directors in time for review prior to each meeting. Board members have full and free access to senior management and employees of the Company.
3.Position Description –
(a)Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.	(a)Iain McLean is the Chairman of the Company. The chair of each of the Audit Committee, Compensation Committee and Governance and Nomination Committee has a clear written charter from the board to carry out his responsibilities. Please refer to the Company’s Annual Information Form with respect to the fiscal year ended August 31, 2008, which is filed on SEDAR (www.sedar.com).
(b)Disclose whether or not the board and CEO have developed a written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.	(b)The board has developed a written position description for the CEO.
4.Orientation and Continuing Education –
(a)Briefly describe what measures the board takes to orient new directors regarding i.The role of the board, its committees and its directors, and ii.The nature and operation of the issuer’s business.	(a)The Company does not have a formal orientation and education program for new directors. However, new directors are provided with relevant materials with respect to the Company as well as being oriented on relevant corporate issues by the CEO. The recently established Governance and Nomination Committee is expected to review, approve and report to the board on the orientation process for new directors.
(b)Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.	(b)The board currently does not provide continuing education for its directors. By using a board composed of experienced professionals with a wide range of financial, legal, exploration and mining expertise, the Company ensures that the board operates effectively and efficiently. The recently established Governance and Nomination Committee is expected to review, approve and report to the board on plans for the ongoing development of existing board members including the provision of continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of the Company’s business remains current.
5.Ethical Business Conduct –
(a)Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code: i.Disclose how a person or company may obtain a copy of the code; ii.Describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and iii.Provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	(a)The board has adopted a written Code of Business Conduct and Ethics (also referred to as the “Code”) for the directors, officers and employees of the Company. The Code is filed on SEDAR (www.sedar.com). The Company’s Governance and Nomination Committee monitors compliance with the Code. R. Michael Jones, the Company’s President and Chief Executive Officer, has been appointed as the Corporation Ethics Officer to ensure adherence to the Code and to report to the Governance and Nomination Committee.
(b)Describe any steps the board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.	(b)Directors with an interest in a material transaction are required to declare their interest and abstain from voting on such transactions. In addition, the Code requires all directors to obtain the specific permission of the Corporation Ethics Officer or Governance and Nomination Committee prior to becoming involved in certain activities that create or gives the appearance of a conflict of interest. A thorough discussion of the documentation related to material transaction is required for review by the board, particularly independent directors.
(c)Describe any other steps that board takes to encourage and promote a culture of ethical business conduct.	(c)The board seeks directors who have solid track records in spheres ranging from legal and financial to exploration and mining in order to ensure a culture of ethical business conduct. The Board has also adopted a Code of Business Conduct and Ethics which summarizes the legal, ethical and regulatory standards that the Company must follow to promote integrity and deter wrongdoing. It is a reminder to all directors, officers and employees of the seriousness of the Company’s commitment and compliance with the Code of Business Conduct and Ethics is mandatory for every director, officer and employee of the Company or any of its subsidiaries.
6.Nomination of Directors -
(a)Describe the process by which the board identifies new candidates for board nomination	(a)All of the Company’s directors are involved in the search for new directors. A new director should have direct experience in the mining business and significant public company experience. The nominee must not have a significant conflicting public company association. Experienced mining directors are currently difficult to source as a result of the high level of activity in the mining sector. The board recently established a Governance and Nomination Committee which is responsible for making recommendations on the long term plan for the composition of the board that takes into consideration the current strengths, skills and experience on the board and the strategic direction of the Company.  The plan will include: (i) the desired qualifications, demographics, skills and experience for potential directors; (iii) an interview process for potential candidates for board membership, and (iv) a list of future candidates for board membership after taking into account the competencies and skills that the board as a whole should possess, the competencies and skills that the existing directors possess, the competencies and skills of the proposed nominee and the amount of time and resources the proposed nominee can devote as a member of the board. In addition, the Governance and Nomination Committee is also responsible for making recommendations annually regarding potential nominees for election as members of the board.
(b)Disclose whether or not the board has a nominating committee composted entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.	(b)The board has a nominating committee with two independent directors and one non-independent director
(c)If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	(c)In addition to the responsibilities listed above, the Governance and Nomination Committee is responsible for providing the board with recommendations relating to corporate governance in general, including, without limitation: (a) all matters relating to the stewardship role of the Board in respect of the management of the Corporation, (b) Board size and composition, including the candidate selection process and the orientation of new member, and (c) such procedures as may be necessary to allow the Board to function independently of management. The Committee meets at least once per year.
7.Compensation --
(a)Describe the process by which the board determines the compensation for the issuer’s directors and officers.	(a)The board reviews the adequacy and form of compensation and compares it to other companies of similar size and stage of development. There is no minimum share ownership requirement of directors. Directors’ compensation is in the form of stock options. The Company’s Compensation Committee reviews and recommends to the Board for approval the general compensation philosophy and guidelines for all directors and executive officers, including the CEO. This includes incentive plan design and other remuneration.
(b)Disclose whether or not the board has a compensation committee composed entirely of independent directors.	(b)The board has a Compensation Committee composed entirely of independent directors.
(c)If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.	(c)The Compensation Committee’s primary responsibility is to approve or provide the board with recommendations relating to compensation of executive officers, succession plans for executive officers, human resources policies for executive officers, and administration of the Corporation’s compensation and benefits plans. The Compensation Committee meets annually to review and set the remuneration for the upcoming year.
(d)If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.	(d)The Company has felt no need to retain any compensation consultants or advisors at any time since the beginning of the Company’s most recently completed financial year.
8.Other Board Committees –
If the board has standing committees other than the audit and compensation committees, identify the committees and describe their function.	The Company has a Governance and Nomination Committee and a Disclosure Committee.  Copies of the mandates of these committees can be found under the Company’s profile on the SEDAR website (www.sedar.com ).
9.      Assessments –
Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees and its individual directors are performing effectively.	The recently established Governance and Nomination Committee, is responsible for establishing appropriate processes for the regular evaluation of the effectiveness of the board and its members and its committees and their charters. It is also responsible for reviewing: (i) the performance of individual directors, the board as a whole, and committees of the board; (ii) the performance evaluation of the chair of each board committee; (iii) regularly, the performance evaluation of the CEO, including performance against corporate objectives. The Governance and Nomination Committee is in the process of establishing an appropriate process for the regular evaluation of the board, its committees and the directors and will conduct regular assessments in accordance with its mandate. Previously, the Audit Committee, as part of their annual review, assessed the effectiveness of the board and its independence. The Audit Committee assessed the adequacy of the information provided, the regular nature of the communication between the board and management and reviewed whether management was following the mandated strategic direction as set out in the board’s direction and management milestones. In addition, the board assessed the CEO’s effectiveness in attaining the Company’s corporate objectives, budgets and milestones. Management and directors communicate with shareholders on an ongoing basis, and shareholders are regularly consulted on the effectiveness of board members and senior staff.