CC Filed by Filing Services Canada Inc. 403-717-3898

PLATINUM GROUP METALS LTD.
(An exploration stage company)
Consolidated Balance Sheets
November 30, 2005

	November 30,			August 31,
	2005			2005
ASSETS

CURRENT
Cash and cash equivalents	$	2,555,595		$	2,750,461
Marketable securities (market value - Nov.30/05 $378,000;
Aug. 31/05 - $272,375)		218,000			251,750
Amounts receivable (Note 3)		99,325			344,059
Prepaid expenses and other		13,064			53,575
Total current assets		2,885,984			3,399,845
PERFORMANCE BONDS		24,008			24,685
MINERAL PROPERTIES (Note 5)		13,964,783			12,091,549
FIXED ASSETS (Note 6)		192,758			189,108
Total assets	$	17,067,533		$	15,705,187

LIABILITIES

CURRENT
Accounts payable and accrued liabilities	$	852,947		$	1,997,633
Current portion of capital lease obligation		4,511			5,929
Total current liabilities		857,458			2,003,562
CAPITAL LEASE OBLIGATION		22,569			22,569
FUTURE INCOME TAXES (Note 9)		-			-
Total liabilities		880,027			2,026,131

SHAREHOLDERS' EQUITY

Share capital (Note 7)		26,711,786			23,513,389
Contributed surplus (Note 2 (f))		1,723,198			1,723,198
Deficit accumulated during the exploration stage		(12,247,478	)		(11,557,531	)
Total shareholders' equity		16,187,506			13,679,056
Total liabilities and shareholders' equity	$	17,067,533		$	15,705,187

CONTINUING OPERATIONS (Note 1)
CONTINGENCIES AND COMMITMENTS (Note 10)

APPROVED BY THE DIRECTORS:

*"R.M. Jones"*
R. Michael Jones, Director

*"Frank Hallam"*
Frank Hallam, Director

PLATINUM GROUP METALS LTD.
(An exploration stage company)
Consolidated Statements of Operations

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2005


	Three Months			Three Months
	Ended			Ended
	Nov. 30, 2005			Nov. 30, 2004

EXPENSES
Amortization	$	14,408		$	15,323
Annual general meeting		22,512			12,840
Corporate finance fees		-			-
Filing and transfer agent fees		13,512			3,263
Insurance		6,992			7,930
Management and consulting fees		148,753			80,956
News releases, print and mailout		10,049			5,212
Office and miscellaneous		35,589			22,157
Other taxes		-			-
Professional fees		95,398			74,748
Promotion		28,473			19,795
Property investigations		-			-
Rent		21,225			28,647
Salaries and benefits		188,903			150,038
Shareholder relations		35,835			657
Stock compensation expense
(Note 7 (c))		-			50,500
Telephone		13,325			11,745
Travel		69,807			54,767
		(704,781	)		(538,578	)
Less interest and other income		25,949			38,279
Loss before other items		(678,832	)		(500,299	)
Other items:
Mineral property costs written off		-			15,450
Write-down of investment in and
advances to Active Gold Group Ltd.
(Note 4)		-			76,287
(Gain) loss on sale and write-down
of marketable securities		11,115			-
Loss on sale of furniture		-			7,161
Equity in loss of Active Gold
Group Ltd. (Note 4)		-			-
		11,115			98,898
Loss for the period before income taxes		(689,947	)		(599,197	)
Future income tax recovery		-			-
Loss for the period	$	(689,947	)	$	(599,197	)

Basic and diluted loss per share	$	(0.02	)	$	(0.02	)

Weighted-average number of
common shares outstanding		44,303,280			35,211,406

PLATINUM GROUP METALS LTD.
(An exploration stage company)
Consolidated Statements of Shareholders' Equity
From commencement of operations, March 16, 2000, to November 30, 2005																			Page 1 of 2


																Deficit
								Flow-through								accumulated
	Common shares				Obligation			special								during			Total
	without par value				to issue			warrants						Contributed		exploration			shareholders'
	Shares		Amount		shares			Number			Amount			surplus		stage			equity


Issued for cash		1,395,001	$	89,000	$	-			2,605,000		$	521,000		$	-	$	-		$	610,000
Issued for mineral properties		-		-		20,000			-			-			-		-			20,000
Net loss		-		-		-			-			-			-		(39,956	)		(39,956	)
Balance, August 31, 2000		1,395,001		89,000		20,000			2,605,000			521,000			-		(39,956	)		590,044
Issued for cash		3,195,391		1,356,532		-			2,383,090			1,107,771			-		-			2,464,303
Issued upon exercise of share purchase warrants		2,000		1,100		-			-			-			-		-			1,100
Issued for mineral properties		210,000		57,050		(17,400	)		-			-			-		-			39,650
Issued upon exercise of special warrants		2,605,000		521,000		-			(2,605,000	)		(521,000	)		-		-			-
Issued upon exercise of flow through
special warrants		2,383,090		1,107,771		-			(2,383,090	)		(1,107,771	)		-		-			-
Future income taxes relating to exploration
expenditures applicable to flow-through shares		-		-		-			-			-			-		(310,000	)		(310,000	)
Net loss		-		-		-			-			-			-		(482,687	)		(482,687	)
Balance at August 31, 2001		9,790,482		3,132,453		2,600			-			-			-		(832,643	)		2,302,410
Issued for cash		6,864,001		1,951,135		-			-			-			-		-			1,951,135
Issued for mineral properties		102,728		36,509		(2,600	)		-			-			-		-			33,909
Issued to acquire New Millennium Metals		5,468,421		1,310,385		-			-			-			-		-			1,310,385
Future income taxes relating to exploration
expenditures applicable to flow-through
shares		-		-		-			-			-			-		(266,000	)		(266,000	)
Net loss		-		-		-			-			-			-		(1,501,620	)		(1,501,620	)
Balance, August 31, 2002		22,225,632		6,430,482		-			-			-			-		(2,600,263	)		3,830,219
Issuance of flow-through common shares for cash		1,181,346		678,589		-			-			-			-		-			678,589
Issuance of common shares for cash		3,062,500		1,411,342		-			-			-			-		-			1,411,342
Issued on exercise of mineral property option
(Note 7)		571,603		200,061		-			-			-			-		-			200,061
Issued on exercise of warrants		645,990		233,389		-			-			-			-		-			233,389
Issued on exercise of stock options		96,500		35,075		-			-			-			-		-			35,075
Issued for mineral properties		47,696		16,140		-			-			-			-		-			16,140
Future income taxes relating to exploration
expenditures applicable to flow-through shares		-		-		-			-			-			-		(140,000	)		(140,000	)
Stock options granted to consultants		-		-		-			-			-			42,051		-			42,051
Net loss		-		-		-			-			-			-		(1,748,993	)		(1,748,993	)
Balance, August 31, 2003 carried forward		27,831,267		9,005,078		-			-			-			42,051		(4,489,256	)		4,557,873

PLATINUM GROUP METALS LTD.
(An exploration stage company)
Consolidated Statements of Shareholders' Equity
From commencement of operations, March 16, 2000, to November 30, 2005																	Page 2 of 2


														Deficit
							Flow-through							accumulated
	Common shares				Obligation		special							during			Total
	without par value				to issue		warrants				Contributed			exploration			shareholders'
	Shares		Amount		shares		Number		Amount		surplus			stage			equity


Balance, August 31, 2003 brought forward		27,831,267	$	9,005,078	$	-	$	-	$	-	$	42,051		$	(4,489,256	)	$	4,557,873
Issuance of flow-through common shares for cash		1,056,000		1,267,200		-		-		-		-			-			1,267,200
Issuance of common shares for cash		3,810,207		3,226,590		-		-		-		-			-			3,226,590
Issued on exercise of warrants		1,747,032		1,428,407		-		-		-		-			-			1,428,407
Issued on exercise of stock options		132,000		59,200		-		-		-		-			-			59,200
Issued for mineral properties		10,909		3,600		-		-		-		-			-			3,600
Future income taxes relating to exploration
expenditures applicable to flow-through shares		-		-		-		-		-		-			(346,000	)		(346,000	)
Stock options granted to consultants		-		-		-		-		-		92,881			-			92,881
Net loss		-		-		-		-		-		-			(2,242,627	)		(2,242,627	)
Balance, August 31, 2004		34,587,415		14,990,075		-		-		-		134,932			(7,077,883	)		8,047,124
Cumulative effect of change in accounting policy
(Note 2 (f))		-		-		-		-		-		318,000			(318,000	)		-
Issuance of flow-through common shares for cash		173,267		259,901		-		-		-		-			-			259,901
Issuance of common shares for cash		5,000,000		5,441,078		-		-		-		-			-			5,441,078
Issued on exercise of warrants		2,469,949		2,272,462		-		-		-		-			-			2,272,462
Issued on exercise of stock options		903,000		521,873		-		-		-		(13,023	)		-			508,850
Issued for mineral properties		25,000		28,000		-		-		-		-			-			28,000
Future income taxes relating to exploration
expenditures applicable to flow-through shares		-		-		-		-		-		-			(366,000	)		(366,000	)
Stock options granted		-		-		-		-		-		1,283,289			-			1,283,289
Net loss		-		-		-		-		-		-			(3,795,648	)		(3,795,648	)
Balance, August 31, 2005		43,158,631	$	23,513,389	$	-		-	$	-	$	1,723,198		$	(11,557,531	)	$	13,679,056
Issuance of common shares for cash		2,200,000	$	3,146,287		-		-		-		-			-			3,146,287
Issued on exercise of warrants		4,896		6,610		-		-		-		-			-			6,610
Issued on exercise of stock options		10,000		5,500		-		-		-		-			-			5,500
Issued for mineral properties		25,000		40,000		-		-		-		-			-			40,000
Net loss		-		-		-		-		-		-			(689,947	)		(689,947	)
Balance, November 30, 2005		45,398,527	$	26,711,786	$	-		-	$	-	$	1,723,198		$	(12,247,478	)	$	16,187,506

PLATINUM GROUP METALS LTD.
(An exploration stage company)
Consolidated Statements of Cash Flows

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2005


	Three Months			Three Months
	Ended			Ended
	Nov. 30, 2005			Nov. 30, 2004

OPERATING ACTIVITIES
Loss for the period	$	(689,946	)	$	(599,197	)
Add items not affecting cash
Amortization		14,408			15,323
Loss on sale of capital assets		-			7,161
Write-down of investment in and
advances to Active Gold Group Ltd.		-			131,200
Future income tax recovery		-			-
(Gain) loss on disposal and write-down
of marketable securities		11,115			(51,200	)
Mineral property costs written off		-			15,450
Finders fee received in shares (Note 8)		-			-
Gain on sale of mineral property		-
Non-cash share compensation expense		-			50,500
Net change in non-cash working
capital (Note 11)		210,736			(242,984	)
		(453,687	)		(673,747	)

FINANCING ACTIVITIES
Performance bonds		678			-
Issuance of common shares		3,158,396			2,312,151
Issuance of flow-through special warrants		-			-
Issuance of special warrants		-			-
		3,159,074			2,312,151

INVESTING ACTIVITIES
Acquisition of capital assets		(18,058	)		(102,814	)
Sale of capital assets		-			2,360
Acquisition cost of mineral properties		(778,454	)		(215,864	)
Exploration expenditures		(2,126,376	)		(913,748	)
Investment in and advances to Active Gold Group Ltd.		-			-
Proceeds on sale of marketable securities		22,635			-
		(2,900,253	)		(1,230,066	)
Net increase in cash and cash equivalents		(194,866	)		408,338
Cash and cash equivalents, beginning of period		2,750,461			2,423,176
Cash and cash equivalents, end of period (Note 11)	$	2,555,595		$	2,831,514

The Company is a British Columbia corporation incorporated on February 18, 2002 by an order of the Supreme Court of British Columbia approving an amalgamation between Platinum Group Metals Ltd. (“Old Platinum”) and New Millennium Metals Corporation (“New Millennium”). The Company is an exploration company conducting work on mineral properties it has staked or acquired by way of option agreements principally in Ontario, Canada and the Republic of South Africa. The Company has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. The Company defers all acquisition, exploration and development costs related to mineral properties. The recoverability of these amounts is dependant upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of the property, and future profitable production, or alternatively, upon the Company’s ability to dispose of its interests on an advantageous basis.

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has incurred losses from inception and does not currently have the financial resources to sustain operations in the long-term. The Company’s ability to continue as a going concern is dependent upon its ability in the future to achieve profitable operations and, in the meantime, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. External financing, predominately by the issuance of equity to the public, will be sought to finance the operations of the Company; however, there is no assurance that sufficient funds will be raised.

These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company not be able to continue as a going concern. If the going concern basis was not appropriate for these consolidated financial statements, then significant adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used.

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and include the following significant policies outlined below. These policies conform, in all material respects, with accounting principles generally accepted in the United States of America (“US GAAP”), except as described in Note 13.

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Platinum Group Metals (RSA) (PTY) Ltd. (“PTM RSA”). PTM RSA holds mineral rights and conducts operations in the Republic of South Africa. All significant intercompany balances and transactions have been eliminated upon consolidation.

Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs and exploration costs are capitalized and deferred until such time as the property is put into production or disposed of either through sale or abandonment. The estimated values of all properties are assessed by management on a quarterly basis and if the carrying values exceed estimated recoverable values, then these costs are written down to fair value. If put into production, the costs of acquisition and exploration will be amortized over the life of the property, based on the estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property and deferred exploration costs are written off to operations.

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

Investments where the Company has the ability to exercise significant influence, generally where the Company has a 20% to 50% equity interest, are accounted for using the equity method. Under this method, the Company’s share of the investee’s earnings or losses is included in operations and its investments therein are adjusted by a like amount. Dividends received from these investments are credited to the investment accounts.

Other long-term investments are accounted for using the cost method, whereby income is included in operations when received or receivable.

Provisions for impairment of long term investments are made, where necessary, to recognize other than temporary declines in value.

Fixed assets are recorded at cost and are amortized on the declining balance basis at the following annual rates:

Effective September 1, 2004, the Company adopted the amended recommendations of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments. Under the amended standards of this section, the fair value of all stock-based awards granted are estimated using the Black-Scholes model and are recorded in operations over their vesting periods. The compensation cost related to stock options granted after September 1, 2004 is recorded in operations.

Previously, the Company provided note disclosure of pro forma net earnings and pro forma earnings per share as if the fair value based method had been used to account for share purchase options granted to employees, directors and officers after September 1, 2002. The amended recommendations have been applied retroactively from September 1, 2002 without restatement of prior periods. As a result, as of September 1, 2004, the deficit was increased by $318,000, contributed surplus was increased by $304,977, and share capital was increased by $13,023 for share purchase options granted in prior years and exercised in Fiscal 2005.

The total compensation expense recognized in the statement of operations for share purchase options granted in Fiscal 2005 amounted to $1,283,289. Had the same basis been applied to share purchase options granted in 2004 and 2003, net earnings would have been as follows:

For the year ended August 31, 2004, stock-based compensation expense was determined using the Black-Scholes option pricing model assuming no dividends are to be paid, a weighted average volatility of the Company’s share price of 200%, an annual risk free interest rate of 3.97% and expected lives of 3.47 years. The weighted average fair value of share purchase options granted in 2004 was $1.04 per option.

For the year ended August 31, 2003, stock-based compensation expense was determined using an option pricing model assuming no dividends are to be paid, a weighted average volatility of the Company’s share price of 87%, an annual risk free interest rate of 3.73% and expected lives of 3.50 years. The weighted average fair value of share purchase options granted in 2003 was $0.57 per option.

Please refer to Note 7 (c) for a summary of stock options granted in the current period and the related valuation assumptions.

Future income taxes relate to the expected future tax consequences of differences between the carrying amount of balance sheet items and their corresponding tax values. Future tax assets, if any, are recognized only to the extent that, in the opinion of management, it is more likely than not that the future income tax assets will be realized. Future income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment or substantive enactment.

Basic earnings per share are calculated using the weighted average number of common shares outstanding, excluding contingently returnable shares held in escrow.

The Company uses the treasury stock method for the calculation of diluted earnings per share. Diluted earnings per share are computed using the weighted average number of common and common equivalent shares outstanding during the year. Common equivalent shares consist of the incremental common shares arising upon the assumed exercise of stock options and warrants, but are excluded from the computation if their effect is anti-dilutive.

The fair values of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities and capital lease obligation reflected in the balance sheet approximate their respective carrying values. The fair value of marketable securities are as disclosed on the balance sheet.

Price risk is the risk that the value of the Company’s financial instruments will vary from fluctuations in foreign exchange rates and the degree of volatility of these rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Significant items where management’s judgement is applied include provisions for loss on and the estimated recoverable amount of assets, depreciation, income tax provisions, contingent liabilities, stock compensation and asset retirement obligations. Actual results could differ from those estimates.

The CICA issued Section 3110, Asset Retirement Obligations, which became effective January 1, 2004. This standard focuses on the recognition and measurement of liabilities related to legal obligations associated with the retirement of property, plant and equipment. Under this standard, these obligations are initially measured at fair value and subsequently adjusted for the accretion of discount and any changes in the underlying cash flows. The asset retirement cost is to be capitalized to the related asset and amortized into earnings over time. Adoption of this standard did not have a material impact on the Company’s financial statements.


		Nov. 30, 2005		Aug. 31, 2005
Advances receivable	$	46,961	$	15,786
Goods and services tax recoverable		20,020		7,799
South African value added tax ("VAT") recoverable		31,117		263,466
Interest receivable		1,227		380
Other		-		56,628
	$	99,325	$	344,059

Advances receivable consist of funds advanced to officers, directors and consulting geologists for exploration and corporate activities conducted in the normal course of business and bear no interest.

At August 31, 2003 the Company held 1,461,905 shares (26.79%) of Active Gold Group Ltd. at a cost of $160,327. Active Gold was a private corporation founded by the Company that attempted to acquire and develop gold projects in South Africa. Active Gold failed to achieve a prospecting license for its Rooderand Gold Project and the project was abandoned. The Company is now dormant. Advances by the Company to Active Gold in the normal course of business during 2003 amounted to $45,487 and in 2004 amounted to $90,062. In 2003 the Company wrote off its investment in and advances to Active Gold after recognizing its equity in that company’s losses. Advances in 2004 were written off in the year they occurred.

On September 30, 2004 the Company acquired 1,407,069 shares of Active Gold from six of its other founding shareholders, all of whom were at arm’s length to the Company, in exchange for 399,999 shares (market value $131,200) of Sydney Resource Corporation (“SYR”), paid from the Company’s holdings of that security (see Note 4 (c)). As Active Gold was of nominal value, the transaction was entered into for the purpose of preserving existing business relationships. PTM, therefore, recorded the exchange as an expense of $131,200.

In 2003 the Company earned a finders’ fee of 200,000 shares of MAG Silver Corporation, a company with one director and one officer in common with the Company, with an assigned value of $0.50 per share for introducing MAG Silver to certain individuals and mineral properties located in Mexico. During 2003 the Company sold 100,000 of these shares for proceeds of $67,630. The remaining 100,000 MAG shares owned by the Company had a market value of $97,000 at November 30, 2005 and are included in marketable securities.

In 2002 New Millennium granted SYR, a company with two directors in common with the Company, an option to earn a 50% interest in New Millennium’s 100% owned Simlock Creek gold project, located in the Cariboo Mining District of British Columbia. On December 2, 2003 the Company and SYR agreed to terminate the Option and the Company then sold the property to SYR outright in exchange for 1,200,000 shares of SYR at a value of $0.20 per share. At November 30, 2005 the Company held 800,001 SYR shares with an aggregate cost of $160,000. The shares are included in marketable securities.

		Nov. 30, 2005		Aug. 31, 2005		Aug. 31, 2004
Annual expenditure by category

Total, beginning of year		12,091,549		5,995,550		3,891,653

Acquisition costs	$	262,094	$	1,815,434	$	515,777
Assays and geochemical		137,737		575,258		315,001
Drilling		868,750		2,724,747		1,081,099
Geological		407,960		1,049,247		979,836
Geophysical		7,819		164,052		155,532
Maps, fees and licenses		-		11,961		26,904
Reclamation		-		-		4,480
Site administration		161,226		713,044		72,150
Travel		27,648		71,550		76,411
		1,873,234		7,125,293		3,227,189
Less recoveries (adjustments)		-		55,000		78,750
		1,873,234		7,070,293		3,148,439
Subtotal		13,964,783		13,065,843		7,040,092
Less amounts written off		-		(974,294)		(1,044,542)
Total, end of year	$	13,964,783	$	12,091,549	$	5,995,550

		Nov. 30, 2005		Aug. 31, 2005		Aug. 31, 2004
Annual balance by category

Acquisition costs	$	3,425,088	$	3,165,479	$	1,899,705
Deferred exploration costs		10,539,695		8,926,070		4,095,845
	$	13,964,783	$	12,091,549	$	5,995,550

			Costs								Costs		Properties
	August 31,		(Recoveries)			Properties			August 31,		(Recoveries)		Written		November 30,
Property	2004		During Year			Written Off			2005		During Period		Off		2005

ONTARIO
Agnew Lake	$	331,852	$	(55,000	)	$	(276,852	)	$	-	$	-	$	-	$	-
Dog River		214,210		307			(214,517	)		-		-		-	$	-
Lakemount		959,792		256,592			-			1,216,384		74,434		-	$	1,290,818
LDI River		755,840		83			-			755,923		-		-	$	755,923
Moss Lake		10,844		145,801			-			156,645		2,210		-	$	158,855
Pebble		142,283		94,425			(236,708	)		-		-		-	$	-
S Legris		-		5,811			-			5,811		-		-	$	5,811
Seagull		8,341		772,600			-			780,941		4,346		-	$	785,287
Shelby Lake		698,006		885			-			698,891		-		-	$	698,891
Other		222,337		29,133			(230,767	)		20,703		-		-	$	20,703
		3,343,505		1,250,637			(958,844	)		3,635,298		80,990		-		3,716,288

SOUTH AFRICA
Tweespalk		716,134		120,513			-			836,647		9,695		-	$	846,342
War Springs		633,881		1,102,405			-			1,736,286		137,218		-	$	1,873,504
West Bushveld JV		1,234,449		4,535,571			-			5,770,020		1,550,245		-	$	7,320,265
Other		67,581		61,167			(15,450	)		113,298		95,086		-	$	208,384
		2,652,045		5,819,656			(15,450	)		8,456,251		1,792,244		-		10,248,495
Total	$	5,995,550	$	7,070,293		$	(974,294	)	$	12,091,549	$	1,873,234	$	-	$	13,964,783

The Company has earned a 99% interest in certain claims located near Sudbury, Ontario known as the Agnew Lake property subject to a 2% royalty interest payable to the original vendor. The Company optioned the Agnew Lake property to Pacific Northwest Capital Corporation (“PFN”) on June 18, 2000. PFN may acquire up to a 50% interest in the Agnew Lake Property by issuing 50,000 shares to the Company (received), making cash payments to the Company totalling $200,000 (received) and incurring $500,000 in exploration costs to its own account. In the event that PFN does not incur the required $500,000 in exploration expenses they may exercise their option by payment to the Company of any remaining unspent balance in PFN common shares. According to the terms of a 2001 amendment PFN has paid the Company four payments of 75,000 PFN shares towards the exercise of PFN’s option. PFN is the project operator and is responsible for completion of all assessment and filing requirements as long as it remains operator.

On June 22, 2001, the Company and PFN optioned their property interests to Kaymin Resources Limited (“Kaymin”), a subsidiary of Anglo American Platinum Corporation Limited. Kaymin may acquire a 50% interest in the combined rights and interests of the Company and PFN by making cash payments of $200,000 to each party (received) and incurring exploration expenditures of not less than $6,000,000. Kaymin can earn an additional 10% interest by completing a bankable feasibility study and arranging financing for any development or construction.

At August 31, 2004, the Company had directly performed $512,265 worth of exploration work and caused further work of approximately $3,140,805 to be performed through the joint venture arrangement with PFN and Kaymin. At August 31, 2005 the project was not active and the Company wrote off its remaining investment in the property amounting to $276,852. In the period ending November 30, 2005 Kaymin advised the Company that it would cease further funding of the project. Kaymin also notified the Company that they will vest as to a 26.17% interest in the property in accordance with the terms of their option agreement .

On November 6, 2003 the Company acquired an option to earn up to a 62% interest in the 3,017 hectare Lakemount property located near Wawa, Ontario. The Company may earn up to a 51% undivided property interest by completing $2.5 million in exploration and development expenditures ($1,089,044 incurred to November 30, 2005) and by making staged payments totalling $150,000 ($75,000 paid) and 150,000 common shares (50,000 issued) by December 31, 2008. The Company may acquire an additional 11% interest in the property by making a payment of $3.3 million to an underlying holder. The property is subject to NSR royalties ranging from 1.5% to 3.0% and a net sales royalty on precious stones of 1.5%, subject to buy-out and buy-down provisions.

On May 5, 2000, New Millennium entered into an option agreement to acquire a 50% interest in the Lac des Iles River property in exchange for payments of $38,500 over three years (paid) and the completion of exploration expenditures in the amount of $1,000,000 over five years, $548,399 of which has been incurred to November 30, 2005. The Lac des Iles River Option Agreement was amended January 27, 2005 to allow the Company an additional three years, to May 5, 2008, to meet its exploration commitments in exchange for making annual cash payments of $5,000 to May 5, 2008 ($20,000 total) and undertaking

a minimum of $50,000 in annual exploration expenditures. The Company can earn an additional 10% interest on completion of a feasibility study within a further three years.

On August 5, 2004 the Company optioned a 100% property interest in the Moss Lake property for optional cash payments of $85,000 over 3 years ($25,000 paid) and optional share payments of 40,000 common shares over 3 years. The property is subject to an underlying 3% NSR Royalty, from which the Company may buy-back 2.0% at a price of $500,000 per one-half percentage point bought back.

In April 2000 the Company acquired an option to earn a 50% interest in 261 mineral claims located near Thunder Bay, Ontario known as the South Legris property in exchange for cash payments of $98,300 (paid) and the expenditure of $1,000,000 ($492,330 incurred) in exploration expenditures within 5 years of the date of the agreement. The Company terminated the option in 2004 and $587,369 in deferred costs related to the property were written off at August 31, 2004. The South Legris Option Agreement was later amended on January 27th, 2005 to allow the Company an additional three years (to April 10,2008) to meet it’s exploration commitments in exchange for making annual cash payments of $5,000 to April 10, 2008 ($15,000 total) and undertaking a minimum of $50,000 in annual exploration expenditures. The Company can earn an additional 10% interest in the property by completing a feasibility study within 36 months of earning the 50% interest described above.

On September 24, 2004 the Company acquired an option to earn up to a 70% interest in the Seagull property located in the Nipigon region of Ontario. The Company can earn an initial 50% property interest by completing certain exploration expenditures and cash payments over 5 years. Cumulative exploration expenditures required are $500,000 ($702,234 incurred to November 30, 2005) within 12 months from the date of the option agreement, $1.5 million within 24 months, $3.0 million within 36 months, $5.0 million within 48 months, and a cumulative total of $7.5 million within 60 months from the date of the option agreement. The Company can earn an additional 10% property interest by completing a bankable feasibility study for the property and may then earn a further 10% property interest by providing or arranging

production financing. Required cash payments to the vendors are an initial $75,000 within 30 days of the agreement (paid), $75,000 within year one, $125,000 within year two, $125,000 within year three, $150,000 within year four, and $200,000 within year five for an aggregate total of $750,000. The property is subject to underlying NSR Royalties of 2.4% from which the Company may buy-back 1.4% for $2.0 million. The payment due September 24, 2005 has not been paid and the Company is renegotiating the terms of the agreement with the vendors.

On June 28, 2000, New Millennium entered into an option agreement to earn up to 60% interest in the Shelby Lake property, located in the Lac des Iles area. To earn a 50% interest the Company is required to make cash payments of $10,000 (paid), issue 30,303 shares (issued) and complete $500,000 in exploration expenditures over a four-year period. To November 30, 2005 the Company has incurred costs of $565,444. The Company may earn a further 10% interest by expending a further $500,000 over an additional 30-month period. The property is subject to a 2% NSR royalty, of which the Company can purchase one half back for $500,000.

On June 3, 2002, the Company entered an option agreement whereby it may earn a 100% interest in the 2,396 hectare War Springs property and the 2,177 hectare Tweespalk property both located in the Northern Limb or Platreef area of the Bushveld Complex north of Johannesburg. Acquisition and exploration costs on these properties to November 30, 2005 total $2,719,846 (August 31, 2005 - $2,572,933).

The Company may purchase 100% of these mineral rights at any time within three years from the grant of a prospecting permit on each property for US$475 per hectare in year one, or US$570 per hectare in year two, or US$690 per hectare in year three. The Company must also pay prospecting fees to the vendors of US$2.50 per hectare in year one, US$2.75 per hectare in year two and US$3.25 per hectare in year three. Old Order prospecting permits were granted to the Company in August 2003 for the Tweespalk property and February 2004 for the War Springs property. The vendors retain a 1% NSR Royalty on the property, subject to the Company’s right to purchase the NSR at any time for US$1.4 million. A 5% finders’ fee applies to vendor payments.

Under the new Minister and Petroleum Resources Development Act (2002), which became effective in May 2004, Old Order permits must be converted into New Order permits during a transition period. This process is underway for the War Springs and Tweespalk properties. The June 3, 2002 option agreement provides for amendments as may be needed to maintain the parties in the same commercial position as they were in under the preceding mineral legislation and such amendments are yet to be completed.

Black Economic Empowerment groups Africa Wide Mineral Prospecting and Exploration (Pty) Limited and Taung Minerals (Pty) Ltd. each have been granted a 15% interest in the War Springs project carried to bankable feasibility. The Company’s retains a net 70% project interest.

Africa Wide also has a 30% participating interest in the Tweespalk property. The Company has not recorded a receivable for Africa Wide’s share of costs to date, which at November 30, 2005 are calculated to be $253,903 (August 31, 2005 - $250,994). The Company expects that Africa Wide will be able to fund their share of costs in the future and amounts recovered from Africa Wide will be treated as a reduction of costs relating to the Tweespalk property.

On October 26, 2004 the Company entered into a joint venture with, Anglo American Platinum Corporation Limited and Africa Wide Mineral Prospecting and Exploration (Pty) Limited (the “WBJV”) to pursue platinum exploration and development on combined mineral rights covering 67 square km on the Western Bushveld Complex of South Africa. The transaction closed effective January 26, 2005. The Company contributed all of its interests in portions of the farms Onderstepoort 98JQ and Elandsfontein 102JQ (see (ii) (1) and (ii) (2) below). Anglo Platinum contributed its interests in portions of the farms Koedoesfontein 94JQ, Elandsfontein 102JQ and Frischgewaagd 96JQ. The Company and Anglo Platinum will each own an initial 37% working interest in the WBJV, while Africa Wide will own an initial 26% working interest. Africa Wide will work with local community groups in order to facilitate their inclusion in the economic benefits of the WBJV in areas such as training, job creation and procurement.

The Company will also operate and fund an exploration program in the amount of Rand 35 million (at August 31, 2005 approx. US$5.4 million; C$6.44 million) over the next five years in order to earn its 37% interest in WBJV. Minimum expenditures in year one of Rand 5 million were completed by the Company before August 31, 2005. Optional expenditures in years two and three are also

Rand 5 million and in years four and five are Rand 10 million in each year. After R35 million in expenditures have been funded by PTM, the parties will fund their portion of further expenditures pro-rata based on their working interest in the WBJV.

Once a bankable feasibility study has been completed the respective deemed capital contribution of each party will be credited by adding their contribution of measured, indicated, and inferred PGE ounces from the contributed properties comprising the WBJV, determined in accordance with the South African SAMREC code. Inferred ounces will be credited at US$0.50 per ounce, indicated ounces will be credited at US$3.20 per ounce and measured ounces will be credited at US$6.20 per ounce. Each party will then have the opportunity to contribute additional capital in order to catch up any resulting shortfall in their contributed capital and thereby maintain their respective working interest in the JV. Should a party not wish to participate, the JV agreement provides a mechanism whereby the parties may elect to become “non-contributory” to the JV and by doing so they would be subject to dilution.

The Company has concluded that it has significant influence over the operations of WBJV and has therefore acquired an investment which will be recorded using the equity method.

The initial exchange of the Company’s pre-existing interests in the Elandsfontein and Onderstepoort properties for the interest in WBJV has been recorded at cost as it represents a non-monetary exchange. The balance paid to date of the Company’s commitment to spend up to R35 million in exploration costs has also been recorded as a cost of the investment and is included under mineral properties.

In December 2002 the Company acquired an option to purchase 100% of the surface and mineral rights to 365.64 hectares of the farm Elandsfontein 102 JQ located in the Western Bushveld area. The Company made an initial payment to the Vendors of R 150,000 (approx. C$29,500) and agreed to terms for the purchase of both mineral and surface rights.

The Company exercised its option to purchase the Elandsfontein property by way of written notice on June 26, 2003. A dispute arose with the Vendors as to the purchase price and the matter was referred for Expert Determination as provided for in the option agreement.

In May 2005 the Company and the Vendors reached agreement whereby the Company would purchase all surface and mineral rights to the property in exchange for 7.2 million Rand payable in five instalments to December 15, 2005. At August 31, 2005 payments of 4.2 million Rand had been made. On September 16, 2005, the Company made a final discounted payment of R 2.8 million to close the purchase three months early for a reduced total cost of Rand 7.0 million. In September 2005 the Company was granted a “New Order” prospecting permit under the new Mineral and Petroleum Resources Development Act (2002) over the Elandsfontein property.

During 2003 the Company entered into three option agreements to acquire mineral rights on seven portions comprising approximately 1085 hectares of the farm Onderstepoort 98 JQ located in the Western Bushveld. The Company may earn 100% of the mineral rights over 647 hectares and 50% of the mineral rights over the balance of 438 hectares. To earn its interests the Company must make aggregate prospecting and option payments over time to the vendors of R12.44 million (approximately C$2.24 million) ending April 2008. Of this amount R834,000 has been paid. During 2004 the Company was granted old order prospecting permits on five portions of the farm. In 2005 the Company was granted New Order prospecting permits on the remaining two farm portions. Certain portions covering 569 ha are subject to the vendors right to participate as to a 7.5% working interest, or to convert 1% NSR royalty, which the Company may buy-back for R 5,000,000 (approximately C $900,000).

During the period the carrying values the Company’s mineral properties were reviewed determined not to be impaired, resulting in $Nil write-off for the period (write off November 30, 2004 - $15,450).

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

the Company issued 25,000 common shares in connection with the acquisition of mineral properties at a fair value of $28,000.

4,896 share purchase warrants were exercised for proceeds of $6,610 and 10,000 stock options were exercised for proceeds of $5,500.

price of $1.45 per unit. Each unit consisted of one common share and one half a common share purchase warrant, with each whole warrant exercisable into a common share at a price of $1.75 for a period of 18 months from the date of closing. A finder’s fee of $45,704 was paid in cash.

the Company issued 25,000 common shares in connection with the acquisition of mineral properties at a fair value of $28,000.

2,469,949 share purchase warrants were exercised for proceeds of $2,272,462 and 903,000 stock options were exercised for proceeds of $508,850.

the Company closed brokered private placements for gross proceeds of $6,259,900 on April 14, 2005. Proceeds of $259,901 were from the sale of 173,267 flow-through shares at $1.50 per share and $6,000,000 was from the sale of 5,000,000 non-flow-through units at $1.20 per unit. Each non-flow-through unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable to purchase an additional common share until October 14, 2006 at a price of $1.50 per share. Agent’s fees amounted to 7.0% of gross proceeds, which totalled $438,193, which was paid in cash. The Agents’ legal and other costs totalling $24,229 were paid by the Company. The Company paid $47,000 to its lawyers for legal costs relating to the private placement, $20,000 for consulting services, and $29,500 as a filing fee. The Agents also received 517,327 compensation options exercisable into common shares of the Company at a price of $1.50 per share until October 14, 2006.

the Company issued 10,909 common shares in connection with the acquisition of mineral properties at a fair value of $3,600.

1,747,032 share purchase warrants were exercised for proceeds of $1,428,407 and 132,000 stock options were exercised for proceeds of $59,200.

the Company completed a private placement for total proceeds of $2,040,000 through the issuance of 2,400,000 units at a price of $0.85 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share of the Company at a price of $1.10 until October 31, 2004.

the Company closed brokered private placements for gross proceeds of $2,721,555 on July 14, 2004. Proceeds of $1,267,200 were from the sale of 1,056,000 flow-through shares at $1.20 per share and $1,454,355 was from the sale of 1,385,100 non-flow-through units at $1.05 per unit. Each non-flow-through unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable to purchase an additional common share until January 14, 2006 at a price of $1.35 per share. Agent’s fees amounted to 8.0% of gross proceeds. Of this amount $188,842 was paid in cash and $26,362 was paid by way of 25,107 non-flow-through units of the offering at the issue price of $1.05 per unit. The Agents’ legal and other costs totalling $42,535 were paid by the Company. The Company paid $36,409 in legal costs relating to the private placement. The Agents also received 241,110 compensation options exercisable into common shares of the Company at a price of $1.20 per share until July 14, 2005.

The Company has entered into Incentive Stock Option Agreements (“Agreements”) with directors, officers and employees. Under the terms of the Agreements, the exercise price of each option is set at the fair value of the common shares at the date of grant.

During the year ended August 31, 2005 the Company granted 2,046,000 stock options to directors, officers, employees and consultants, (30,000 of which were cancelled during the same period). The Company has recorded $1,283,289 of compensation expense relating to stock options granted during the year. The stock-based compensation expense was determined using the Black-Scholes option pricing model and the following weighted average assumptions:

During the year ended August 31, 2004, the Company granted 75,000 stock options to consultants and 515,000 stock options to employees. The Company recorded compensation expense of $92,881 relating to the stock options granted to consultants. No compensation expense was recorded for those granted to employees.

Of the 4,817,534 common share warrants outstanding at November 30, 2005, 700,207 are exercisable at $1.35 per warrant expiring on January 14, 2006; 3,017,327 are exercisable at $1.50 per warrant expiring on October 14, 2006; and 1,100,000 are exercisable at $1.75 per warrant expiring on April 21, 2007;

Management, salary and consulting fees of $68,873 (2004 - $66,179, 2003 - $64,119) were incurred with directors during the period. At November 30, 2005, $3,720 was included in accounts payable (2004 - $Nil).

The Company received $33,361 (2004 - $34,691, 2003 - $37,749) during the period from MAG Silver Corp. (“MAG”), a company with common directors and a common officer, under the terms of a 2003 service agreement for administrative services.

During the period the Company received a net payment of $63,560 against all outstanding amounts due from SYR for past and current administration services provided to SYR. The amount received was net of a credit adjustment of $7,800 in recognition of SYR’s relative inactivity in the first three quarters of calendar 2005. SYR has two directors and one advisor who also serve as directors and officers of the Company. At November 30, 2005 accounts receivable includes an amount of $152 due from SYR.

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

The provision for income taxes reported differs from the amounts computed by applying statutory Canadian federal and provincial tax rates to the loss before tax provision due to the following:

The approximate tax effect of the temporary differences that gives rise to the Company’s future income tax assets and liability are as follows:

The Company has Canadian non-capital loss carryforwards available to offset future taxable income in the amount of approximately $6.0 million, which expire at various dates from 2006 to 2012.

The Company has South African non-capital loss carryforwards available to offset future taxable income in the amount of approximately $842,000, which do not expire, subject to business continuity.

The Company’s minimum payments under its office and equipment lease agreements, which it has entered into for the years ending on August 31, as well as its South African subsidiary commitments, are as follows as at November 30, 2005.

The Company operates in one operating segment, that being exploration on mineral properties. Capitalized costs for mineral rights and deferred exploration relate to properties situated as follows:

Subsequent to the period ended November 30, 2005 550,207 common shares were issued pursuant to the exercise of 550,207 warrants (expiring January 14, 2006) at a price of $1.35 per share for aggregate proceeds of $742,779. The balance of 150,000 outstanding warrants expired unexercised.

SUPPLEMENTARY INFORMATION ON NON-CASH INVESTING AND FINANCING ACTIVITIES:

(i)	During the year ended August 31, 2005, the Company issued 25,000 common shares with a value of $28,000 in connection with
	the acquisition of mineral properties.
(ii)	During the year ended August 31, 2005 the Company acquired 1,407,069 shares of Active Gold Group Ltd. ("Active Gold")
	from six of Active Gold's founding shareholders, all of whom are at arm's length to the Company, in exchange for 399,999
	shares of Sydney Resource Corporation, paid from the Company's holdings of that security. As Active Gold is estimated to
	have nominal value, the transaction was entered into for the purpose of preserving existing business relationships. The
	Company therefore recorded the exchange as an expense.
(iii)	During the year ended August 31, 2004, the Company issued 10,909 common shares with a value of $3,600 in connection with
	the acquisition of mineral properties.
(iv)	During the year ended August 31, 2004, the Company received marketable securities with a fair value of $33,750 relating to the
	recovery of mineral properties' costs.
(v)	During the year ended August 31, 2004, the Company received 1,200,000 shares of Sydney Resource Corp. (TSXV:SYR) with
	a value of $0.20 per share in exchange for sale of a 100-percent interest in the Company's Simlock Creek, British Columbia
	gold project and the termination of the earn-in requirements under a related option agreement.
(vi)	During the year ended August 31, 2003, the Company issued 47,696 common shares with a value of $16,140 in connection with
	the acquisition of mineral properties.
(vii)	During the year ended August 31, 2003, the Company issued 571,603 shares on exercise of an option in exchange for previous
	reimbursement of exploration expenditures in the amount of $200,061.
(viii)	During the year ended August 31, 2003, the Company received marketable securities with a fair value of $45,500 relating to the
	recovery of mineral properties costs.

SUPPLEMENTARY INFORMATION ON CASH FLOWS:

No interest or income tax expenses were paid during the periods disclosed.

		2004		2003

Net loss	$	2,242,627	$	1,748,993
Additional compensation expense		241,000		77,000
Pro forma net loss	$	2,483,627	$	1,825,993

Pro forma basic and diluted loss per share	$	(0.08)	$	(0.07)

	Nov. 30, 2005
	Cost		Accumulated Amortization		Net Book Value
Computer equipment and software	$	234,569	$	112,726	$	121,842
Leasehold improvements		22,970		8,978		13,992
Office furniture and equipment		82,890		25,966		56,923
	$	340,429	$	147,670	$	192,758

	Nov. 30, 2005
	Cost		Accumulated Amortization		Net Book Value
Computer equipment and software	$	223,983	$	103,650	$	120,333
Leasehold improvements		22,970		7,345		15,625
Office furniture and equipment		75,418		22,268		53,150
	$	322,371	$	133,263	$	189,108

	Number of Shares		Weighted Average Exercise Price

Options outstanding at August 31, 2003	2,267,000		0.53
Granted	590,000		1.04
Exercised	(132,000)		0.45
Cancelled	(300,000)		0.60
Options outstanding at August 31, 2004	2,425,000		0.65
Granted	2,046,000		1.02
Exercised	(903,000)		0.56
Cancelled	(155,000)		1.05
Options outstanding at August 31, 2005	3,413,000		0.88
Exercised	(10,000)		0.55
Cancelled	(48,125)		1.08
Options outstanding at November 30, 2005	3,354,875	$	0.88

Exercise Price	Number Outstanding at August 31, 2005	Weighted Average Remaining Contractual Life (Years)	Number Exercisable at August 31, 2005

$ 0.35	355,000	1.27	355,000
0.50	295,000	2.50	295,000
0.55	140,000	0.57	140,000
0.70	132,000	2.80	132,000
0.75	75,000	1.62	75,000
1.00	1,725,375	4.22	1,725,375
1.05	50,000	4.67	50,000
1.10	392,500	3.94	252,500
1.15	90,000	4.74	90,000
1.18	50,000	3.96	50,000
1.44	50,000	3.03	50,000
	3,354,875		3,214,875

	August 31, 2005

Risk-free interest rate	2.93
Expected life of options	3.50
Annualized volatility	94%
Dividend rate	0.00%

	Number of Warrants		Weighted Average Exercise Price

Balance at August 31, 2003	3,016,981	$	0.79
Issued to private placement placees (Note 7 (b) (ix) and (x))	1,892,550		1.19
Issued to agents on brokered financing (Note 7 (b) (x))	253,663		1.21
Exercised and converted to common shares	(1,747,032)		0.82
Balance at August 31, 2004	3,416,162		1.03
Issued to private placement placees (Note 7 (b) (vi))	2,500,000		1.50
Issued to agents on brokered financing (Note 7 (b) (vi))	517,327		1.50
Expired during the period	(241,110)		1.20
Exercised and converted to common shares	(2,469,949)		0.92
Balance at August 31, 2005	3,722,430	$	1.47
Issued to private placement placees (Note 7 (b) (iii))	1,100,000		1.75
Exercised and converted to common shares	(4,896)		0.55
Balance at November 30, 2005	4,817,534	$	1.54


		2005		2004

Statutory tax rates		0%		0%

Recovery of income taxes computed at statutory rates	$	1,657,420	$	$914,651
Effect of lower tax rates in foreign jurisdictions		(34,701)		(23,136)
Tax losses not recognized in the period that the
benefit arose		(829,719)		(613,515)
Future income tax recovery	$	793,000	$	$278,000

		2005		2004
Future income tax assets
Operating loss carryforwards	$	2,599,980	$	1,763,054
Fixed assets		12,875		24,357
Mineral properties		72,993		-
Share issuance costs		287,579		194,496
Valuation allowance on future income tax assets		(2,973,427)		(1,981,907)
	$	-	$	-

Future income tax liability
Mineral properties	$	-	$	427,000
	$	-	$	427,000

		Period ended November 30, 2005		Year ended August 31, 2005		Year ended August 31, 2004		Year ended August 31, 2003

Amounts receivable	$	244,734	$	(102,923)	$	(164,724)	$	217,633
Prepaid expenses and other		40,511		(36,673)		7,918		33,678
Accounts payable		(74,509)		(280,358)		490,347		58,120
	$	210,736	$	(419,954)	$	333,541	$	309,431

		Nov. 30, 2005		Aug. 31, 2005

Canada	$	3,716,288	$	3,635,298
South Africa		10,248,495		8,456,251
	$	13,964,783	$	12,091,549

2006	$	70,944
2007		76,575
2008		9,608
2009		9,608
2010		-
	$	166,735