6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the period of: December 18, 2008

Platinum Group Metals Ltd.

(SEC File No. 0-30306)

Suite 328 – 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): [   ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  Yes  [   ]  No  [X]

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

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

Exhibits:

99.1  Material Change Report dated December 18, 2008

99.2  News Release dated December 9, 2008

Dated:  December 22, 2008	“R. Michael Jones”
	R. MICHAEL JONES PRESIDENT & CEO

EX-99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.             Name and Address of Company

PLATINUM GROUP METALS LTD. (“Platinum Group”)

328 – 550 Burrard Street Vancouver BC, V6C 2B5   

Telephone:   (604) 899-5450     Facsimile:  (604) 484-4710

Item 2.           Date of Material Change          December 9, 2008

Item 3.           News Release

A news release was disseminated on December 9, 2008 to the TSX as well as through various other approved public media and was SEDAR filed with the British Columbia, Alberta, Ontario and Quebec Securities Commissions.

Item 4.           Summary of Material Change

Platinum Group announced that it, along with Anglo Platinum Limited and Wesizwe Platinum Limited have executed definitive agreements to consolidate and rationalize the Western Bushveld Joint Venture (“WBJV”)

Item 5.            Full Description of Material Change

Under the terms Platinum Group will have the right to acquire effective ownership of 74% of WBJV Projects 1 and 3 and Wesizwe will acquire 100% of Project 2 and 26% of Projects 1 and 3. The transactions will become effective upon fulfillment of certain conditions precedent and regulatory approvals including the approval of the Department of Minerals and Energy, Republic of South Africa, for Section 11 transfer of mineral rights pursuant to the Mineral and Petroleum Resources Development Act.

Anglo Platinum will vend its 37% interest in the WBJV to Wesizwe for common shares representing a 26.5% interest in Wesizwe. Platinum Group will concurrently acquire a 37% interest in Projects 1 and 3 from Wesizwe in exchange for Platinum Group’s interest in Project 2 valued at R376.9M and a cash payment of R408.6M. The R408.6M cash payment to Wesizwe will be due 270 days after the effective date of the transactions and will then be held in escrow to be applied towards Wesizwe’s 26% share of funding for Projects 1 and 3. Should the Company not make all of the required cash payment, its interest in the projects would be reduced by up to approximately 19.2% proportionately to the unpaid balance versus R408.6M, unless Wesizwe and the Company agree upon an alternative arrangement.

The settlement of the “equalization payments” currently due to Anglo Platinum under the terms of the WBJV shall be settled by Wesizwe in common shares and by Platinum Group in cash. At present, equalization payments due are approximately US$18M payable by Wesizwe and US$20M payable by the Company. If the Company does not pay Anglo Platinum upon the effective date of the agreements, Anglo Platinum can elect to provide up to a 6 month extension with interest or cede the amount due to Wesizwe in exchange for further common shares of Wesizwe and/or an assignment of debt due from Wesizwe to Anglo Platinum. The Company would then be liable to settle with Wesizwe for any unpaid balance due. A total make up of approximately US$2.0M is also payable by Platinum Group to Wesizwe for past exploration costs incurred on Project 2.

The parties have agreed to suspend the 90 day deadline for a Decision to Mine under the terms of the WBJV until the transaction is effective or a condition precedent is not able to be fulfilled. Upon the effective date of the transactions Anglo Platinum will hold a 60 day first right of refusal on the sale of ore or concentrate over the original WBJV mineral rights.

Item 6.            Reliance on subsection 7.1 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:

 R. Michael Jones, President & CEO   Phone: (604) 899-5450

Item 9.           Date of Report

                       December 18, 2008

EX-99.2

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

News Release No. 08-168 December 9, 2008

DEFINITIVE AGREEMENTS FOR 74% DEAL EXECUTED

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (“Platinum Group” or the “Company”) (PTM-TSX; PLG-NYSE Alternext U.S. LLC) announces that the Company, Anglo Platinum Limited and Wesizwe Platinum Limited have executed definitive agreements to consolidate and rationalize the Western Bushveld Joint Venture (“WBJV”). Under the terms (See the Company’s September 2, 2008 announcement) Platinum Group will have the right to acquire effective ownership of 74% of WBJV Projects 1 and 3 and Wesizwe will acquire 100% of Project 2 and 26% of Projects 1 and 3. The transactions will become effective upon fulfillment of certain conditions precedent and regulatory approvals including the approval of the Department of Minerals and Energy, Republic of South Africa, for Section 11 transfer of mineral rights pursuant to the Mineral and Petroleum Resources Development Act.

Anglo Platinum will vend its 37% interest in the WBJV to Wesizwe for common shares representing a 26.5% interest in Wesizwe. Platinum Group will concurrently acquire a 37% interest in Projects 1 and 3 from Wesizwe in exchange for Platinum Group’s interest in Project 2 valued at R376.9 million (approx. CAD $46 million) and a cash payment of R408.6 million (approx. CAD $50 million). The R408.6 million cash payment to Wesizwe will be due 270 days after the effective date of the transactions and will then be held in escrow to be applied towards Wesizwe’s 26% share of funding for Projects 1 and 3. Should the Company not make all of the required cash payment, its interest in the projects would be reduced by up to approximately 19.2% proportionately to the unpaid balance versus R408.6 million, unless Wesizwe and the Company agree upon an alternative arrangement.

R. Michael Jones, President and CEO of Platinum Group, said “These agreements allow us to move forward immediately and consider our strategic alternatives. We now control a shallow, high grade platinum deposit at a time when margins are being squeezed and both capital and electricity are scarce. Compared to deeper deposits our projects are highly competitive.”

Platinum Group and Wesizwe will work together to maximize the value of their respective projects in the local communities and the two project teams are looking at engineering synergies for costs savings, power savings and reduced environmental impacts of the projects’ mine plans.

Platinum Group was advised for this transaction by RBC Capital Markets, Wesizwe was advised by Qinisele Resources and Anglo Platinum was advised by Rand Merchant Bank.

The settlement of the “equalization payments” currently due to Anglo Platinum under the terms of the WBJV shall be settled by Wesizwe in common shares and by Platinum Group in cash. At present, equalization payments due are approximately US$18 million payable by Wesizwe and US$20 million payable by the Company. If the Company does not pay Anglo Platinum upon the effective date of the agreements, Anglo Platinum can elect to provide up to a 6 month extension with interest or cede the amount due to Wesizwe in exchange for further common shares of Wesizwe and/or an assignment of debt due from Wesizwe to Anglo Platinum. The Company would then be liable to settle with Wesizwe for any unpaid balance due. A total make up of approximately US$2.0M is also payable by Platinum Group to Wesizwe for past exploration costs incurred on Project 2.

The parties have agreed to suspend the 90 day deadline for a Decision to Mine under the terms of the WBJV until the transaction is effective or a condition precedent is not able to be fulfilled. Upon the effective date of the transactions Anglo Platinum will hold a 60 day first right of refusal on the sale of ore or concentrate over the original WBJV mineral rights.

About Platinum Group Metals Ltd.

Platinum Group is based in Vancouver BC, Canada and Johannesburg, South Africa. Platinum Group has a management team in both Canada and South Africa, which have successful track records of more than 20 years in exploration, mine discovery, mine construction and mine operations. The Company was formed in 2000 and is focused on the development of platinum operations. It holds significant mineral rights in the Northern and Western Bushveld Igneous Complex of South Africa.

Platinum Group is also a significant mineral rights holder in the area surrounding Canada’s only primary platinum and palladium mine near Thunder Bay, Ontario Canada.

On behalf of the Board of

Platinum Group Metals Ltd.

  “R. Michael Jones”

  President and Director

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For further information contact:

R. Michael Jones, President,

or Michael Pound, Investor Relations,

Platinum Group Metals Ltd., Vancouver

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

www.platinumgroupmetals.net

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

This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Such statements include, without limitation, statements regarding the completion of the proposed transaction, the timing of related events, and statements regarding planned or potential future activities of the Company and third parties. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. 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, the risk that conditions precedent for the proposed transaction will not be satisfied or that regulatory or other required approvals for the proposed transaction will not be obtained, the need for additional financing for the Company to be able to satisfy its cash obligations under the proposed transaction and to fulfill its other obligations and plans, metal price volatility, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company’s ability to obtain any necessary permits, consents or authorizations required for its activities, the Company’s ability to produce minerals from its properties successfully or profitably, to continue its projected growth, or to be fully able to implement its business strategies, and the other risk factors set forth in the Company’s most recent annual filings with the Canadian securities regulators and the U.S. Securities and Exchange Commission, which are available at www.sedar.com and www.sec.gov.