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: July 1-15, 2009

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.

Date: July 16, 2009	“R. Michael Jones”
	R. MICHAEL JONES DIRECTOR & CEO

Exhibits:

99.1     Interim Consolidated Financial Statements For the quarter ended May 31, 2009

99.2     Supplementary Information and MD&A For the period ended May 31, 2009

99.3     Form 52-109F2 Certification of Interim Filings - Chief Executive Officer

99.4     Form 52-109F2 Certification of Interim Filings - Chief Financial Officer

99.5     News Release dated July 15th, 2009

EX-99.1

Platinum Group Metals Ltd.

(Exploration and Development Stage Company)

Interim Consolidated Financial Statements

For the quarter ended May 31, 2009

Filed: July 15, 2009

A copy of this report will be provided to any shareholder who requests it.

[THIS PAGE INTENTIONALLY LEFT BLANK]

PLATINUM GROUP METALS LTD.
(An exploration and development stage company)
Interim Consolidated Balance Sheets	(Unaudited)	(Audited)
(expressed in Canadian dollars)	May 31, 2009	Aug. 31, 2008
ASSETS
CURRENT
Cash and cash equivalents	$ 2,865,872	$ 1,779,871
Marketable securities (Note 4)	1,202,001	1,118,000
Amounts receivable (Note 3)	425,053	315,176
Due from WBJV partners (Note 5)	178,654	720,958
Deferred financing costs	219,689	-
Prepaid expenses and other assets	74,157	92,075
Total current assets	4,965,426	4,026,080
PERFORMANCE BONDS	96,681	126,376
INVESTMENT IN WBJV (Note 5)	19,685,515	18,894,625
MINERAL PROPERTIES (Note 6)	6,040,489	5,806,510
SURFACE RIGHTS (Note 7(b))	3,238,415	3,159,102
FIXED ASSETS (Note 7(a))	393,825	479,890
Total assets	$ 34,420,351	$ 32,492,583
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$ 885,807	$ 2,875,761
Total liabilities	885,807	2,875,761
SHAREHOLDERS' EQUITY
Share capital (Note 8)	63,079,015	55,359,342
Contributed Surplus	5,306,377	3,781,843
Accumulated other comprehensive income	(2,350,405)	(2,268,847)
Deficit accumulated during the exploration and development stage	(32,500,443)	(27,255,516)
Total shareholders' equity	33,534,544	29,616,822
Total liabilities and shareholders' equity	$ 34,420,351	$ 32,492,583
CONTINGENCIES AND COMMITMENTS (NOTE 12)
SUBSEQUENT EVENTS (NOTE 15)
APPROVED BY THE DIRECTORS:
"Iain McLean"
Iain McLean, Director
"Eric Carlson"
Eric Carlson, Director

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

PLATINUM GROUP METALS LTD. (An exploration and development stage company)
Interim Consolidated Statements of Operations (Unaudited)
(expressed in Canadian dollars)
	Three Months	Three Months	Nine Months	Nine Months
	Ended	Ended	Ended	Ended
	May 31, 2009	May 31, 2008	May 31, 2009	May 31, 2008
		(Restated -		(Restated -
		Note 2(n))		Note 2(n))
EXPENSES
Advisory fees	$           30,000	$                   -	$          405,000	$                  -
Amortization	36,886	46,448	105,681	123,000
Annual general meeting	-	-	67,530	65,663
Filing and transfer agent fees	57,427	53,582	101,662	148,269
Foreign exchange (gain) loss	(26,719)	(58,137)	(259,540)	35,181
Insurance	30,496	22,217	90,847	71,469
Management and consulting fees	117,562	258,591	364,610	443,865
News releases, print and mailout	6,971	17,162	38,730	55,786
Office and miscellaneous	42,775	40,074	137,105	157,390
Professional fees	328,997	178,159	726,768	515,316
Promotion	79,609	46,245	175,741	176,829
Rent	47,023	46,117	140,910	131,799
Salaries and benefits	434,725	283,062	1,284,623	1,079,542
Shareholder relations	76,560	38,878	286,271	110,423
Stock compensation expense (note 8 (c))	219,535	245,837	1,394,986	638,034
Telephone	27,768	12,055	68,941	48,315
Travel	173,658	219,910	481,090	687,951
Recoveries	(58,307)	(61,158)	(152,835)	(182,802)
	(1,624,966)	(1,389,042)	(5,458,120)	(4,306,030)
Less net interest earned	73,959	38,027	98,233	220,943
Loss for the period before income taxes	(1,551,007)	(1,351,015)	(5,359,887)	(4,085,087)
Future income tax (note 2(n))	72,200	(16,769)	114,960	367,099
Loss for the period	$     (1,478,807)	$       (1,367,784)	$       (5,244,927)	$      (3,717,988)
Other comprehensive income (loss)
Translation Adjustment	$       1,340,837	$           442,358	$         (152,959)	$      (1,619,444)
Unrealized gain (loss) on marketable
securities (notes 2(n) and 4)	273,701	(400,000)	71,401	(370,000)
Total comprehensive loss	$         135,731	$       (1,325,426)	$       (5,326,485)	$      (5,707,432)
Deficit - Beginning of period	(31,021,636)	(24,519,131)	(27,255,516)	(22,168,927)
Loss for the period	(1,478,807)	(1,367,784)	(5,244,927)	(3,717,988)
Deficit - End of period	(32,500,443)	(25,886,915)	(32,500,443)	(25,886,915)
Basic and diluted loss per common share	$            (0.02)	$              (0.02)	$              (0.08)	$            (0.06)
Weighted-average number of
common shares outstanding	67,714,707	61,886,148	67,073,502	61,762,639

See accompanying notes to the consolidated financial statements.

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Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

PLATINUM GROUP METALS LTD.
(An exploration and development stage company)
Interim Consolidated Statements of Shareholders' Equity (Unaudited)
August 31, 2006, to May 31, 2009
(expressed in Canadian dollars)					Deficit
					accumulated
				Accumulated	during
	Common shares			other	exploration &	Total
	without par value		Contributed	comprehensive	development	shareholders'
	Shares	Amount	surplus	income	stage	equity
				(Restated -	(Restated -	(Restated -
				Note 2(n))	Note 2(n))	Note 2(n))
Balance, August 31, 2006	53,691,178	39,798,768	1,785,705	(658,381)	(15,410,804)	25,515,288
Issued on exercise of warrants	6,333,194	11,454,791	-	-	-	11,454,791
Issued on exercise of stock options	914,375	892,557	(266,982)	-	-	625,575
Issued for mineral properties net of costs	50,000	227,742	-	-	-	227,742
Stock options granted	-	-	1,487,661	-	-	1,487,661
Translation adjustment	-	-	-	(1,707,495)	-	(1,707,495)
Net loss	-	-	-	-	(6,758,123)	(6,758,123)
Balance, August 31, 2007	60,988,747	52,373,858	3,006,384	(2,365,876)	(22,168,927)	30,845,439
Transition adjustment	-	-	-	1,592,901	-	1,592,901
Issued on exercise of warrants	850,000	1,487,500	-	-	-	1,487,500
Issued on exercise of stock options	760,500	1,334,748	(512,924)	-	-	821,824
Issued for mineral properties net of costs	50,000	163,236	-	-	-	163,236
Stock options granted	-	-	1,288,383	-	-	1,288,383
Translation adjustment	-	-	-	(674,771)	-	(674,771)
Unrealized loss on marketable securities	-	-	-	(821,101)	-	(821,101)
Net loss	-	-	-	-	(5,086,589)	(5,086,589)
Balance, August 31, 2008	62,649,247	55,359,342	3,781,843	(2,268,847)	(27,255,516)	29,616,822
Issuance of common shares for cash	4,970,470	7,308,081	-	-	-	7,308,081
Issued on exercise of stock options	196,650	411,592	(129,952)	-	-	281,640
Stock options granted	-	-	1,654,486	-	-	1,654,486
Translation adjustment	-	-	-	(152,959)	-	(152,959)
Unrealized gain on marketable securities	-	-	-	71,401	-	71,401
Net loss	-	-	-	-	(5,244,927)	(5,244,927)
Balance, May 31, 2009	$     67,816,367	$   63,079,015	$     5,306,377	$       (2,350,405)	$    (32,500,443)	$      33,534,544

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

PLATINUM GROUP METALS LTD. (An exploration and development stage company)
Interim Consolidated Statements of Cash Flows (Unaudited)
(expressed in Canadian dollars)
	Three Months	Three Months	Nine Months	Nine Months
	Ended	Ended	Ended	Ended
	May 31, 2009	May 31, 2008	May 31, 2009	May 31, 2008
		(Restated -		(Restated -
		Note 2(n))		Note 2(n))
OPERATING ACTIVITIES
Loss for the period	$     (1,478,807)	$    (1,367,784)	$    (5,244,927)	$   (3,717,988)
Add items not affecting cash
Amortization	36,886	46,448	105,681	123,000
Future income tax recovery	(72,200)	16,769	(114,960)	(367,099)
Non-cash stock compensation expense	219,535	245,837	1,394,986	638,034
Net change in non-cash working
capital (Note 13a)	(52,661)	572,497	(301,030)	82,115
	(1,347,247)	(486,233)	(4,160,250)	(3,241,938)
FINANCING ACTIVITIES
Performance Bonds	37,787	(42,544)	29,695	(42,544)
Issuance of common shares	171,041	1,560,650	7,589,721	2,246,025
	208,828	1,518,106	7,619,416	2,203,481
INVESTING ACTIVITIES
Acquisition of fixed assets	(9,028)	(8,463)	(19,617)	(236,408)
Acquisition cost of mineral properties	(399)	(39,225)	(16,941)	(41,208)
Acquisition of surface rights	(1,942,784)	-	(1,951,313)	-
Expenditure on exploration	13,724	(75,540)	(217,038)	(261,628)
Investment in and advances to WBJV	(311,221)	(2,853,223)	(168,256)	(7,515,500)
Acquisition of short-term investment	-	5,500,000	-	2,000,000
	(2,249,708)	2,523,549	(2,373,165)	(6,054,744)
Net increase in cash and cash equivalents	(3,388,127)	3,555,422	1,086,001	(7,093,201)
Cash and cash equivalents, beginning of period	6,253,999	2,020,444	1,779,871	12,669,067
Cash and cash equivalents, end of period	$    2,865,872	$    5,575,866	$   2,865,872	$    5,575,866

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

1.

NATURE OF OPERATIONS

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. and New Millennium Metals Corporation (“New Millennium”). The Company is an exploration and development company conducting work on mineral properties it has staked or acquired by way of option agreements in Ontario, Canada and the Republic of South Africa.

2.

SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and include the significant policies outlined below.

(a)

Basis of presentation and principles of consolidation

The financial statements of entities which are controlled by the Company through voting equity interest, referred to as subsidiaries, are consolidated. Variable interest entities (“VIEs”), which include, but are not limited to, special purpose entities, trusts, partnerships and other legal structures, as defined by the Accounting Standards Board in Accounting Guideline 15, “Consolidation of Variable Interest Entities”, are entities in which equity investors do not have the characteristics of a “controlling financial interest” or there is not sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. VIEs are subject to consolidation by the primary beneficiary who will absorb the majority of the entities’ expected losses and/or residual returns.  The Company does not currently have any VIEs.

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.

The Company’s 37% working interest in the WBJV (Note 5) is accounted for as an investment in the WBJV.

(b)

Mineral properties and deferred exploration costs

Mineral properties consist of exploration and mining concessions, options, contracts and surface rights. Acquisition and leasehold costs, exploration costs and surface rights are capitalized until such time as the property is put into production or disposed of either through sale or abandonment. If put into production, the costs of acquisition and exploration will be amortized over the life of the property based on 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.

Management of the Company reviews and evaluates the carrying value of each mineral property for impairment regularly. Where estimates of future net cash flows are available and the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset, an impairment loss is recognized and assets are written down to fair value.  Where estimates of future net cash flows are not available, management assesses whether the carrying value can be recovered by considering alternative methods of determining fair value. When it is determined that a mineral property is impaired it is written down to its estimated fair value.

(c)

Cash and cash equivalents

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. The Company holds no asset-backed commercial paper.

(d)

Reclamation and closure costs

The Company recognizes the estimated fair value of liabilities for asset retirement obligations including reclamation and closure costs in the period in which they are incurred. A corresponding increase to the carrying amount of the related asset is recorded and amortized over the life of the asset. The liability is adjusted for changes in estimate at each reporting period and is accreted over time to the estimated asset retirement obligation ultimately payable through charges to operations.

The estimates are based principally on legal and regulatory requirements. It is possible that the Company’s estimates of its ultimate reclamation and closure liabilities could change as a result of changes in regulations, the extent of environmental remediation required, changes in technology and the means and cost of reclamation. Based on management’s estimates, the Company has determined that there are no significant reclamation liabilities as at period end.

(e)

Income taxes

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.

 (f)

Fixed assets

Fixed assets are recorded at cost and are amortized at the following annual rates:

Computer equipment and software

30% declining balance

Office furniture and equipment

20% declining balance

Vehicles

30% declining balance

Leasehold improvements

2 years straight line

(g)

Short-term investments

Short-term investments comprise guaranteed investment certificates with original maturities of more than 90 days and less than one year.

(h)

Earnings (loss) per common share

Basic earnings (loss) per common share are calculated using the weighted average number of common shares outstanding.

The Company uses the treasury stock method for the calculation of diluted earnings per share. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. In periods when a loss is incurred, the effect of potential issuances of shares under options and share purchase warrants would be anti-dilutive, and accordingly basic and diluted loss per share are the same.

(i)

Measurement uncertainty

The preparation of financial statements in conformity with Canadian 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 expenditures during the reporting period. Significant items where management’s judgement is applied include the assessment of impairment of long-lived assets, amortization, income tax provisions, contingent liabilities, stock-based compensation and asset retirement obligations. Actual results could differ from those estimates.

(j)

Translation of foreign currencies

These consolidated financial statements are expressed in Canadian dollars. For integrated foreign operations, monetary assets and liabilities are translated at year end exchange rates and other assets and liabilities are translated at historical rates. Revenues, expenses and cash flows are translated at average exchange rates. Gains and losses on translation of monetary assets and monetary liabilities are charged to operations.

The investment in the WBJV translated at year end exchange rates, and revenues and expenses are translated at average exchange rates. Differences arising from these foreign currency translations are recorded in shareholders’ equity in accumulated other comprehensive income until they are realized by a reduction in the investment.

(k)

Stock-based compensation

The fair values for all stock-based awards are estimated using the Black-Scholes model and recorded in operations over the period of vesting. The compensation cost related to stock options granted is recorded in operations or capitalized to the investment in WBJV or mineral properties, as applicable.

Cash received on exercise of stock options is credited to share capital and the amount previously recognized in contributed surplus is reclassified to share capital.

(l)

Changes in accounting policies

On September 1, 2008, the Company adopted the following new presentation and disclosure standards that were issued by the Canadian Institute of Chartered Accountants.  These standards were adopted on a prospective basis without restatement of prior periods.

(i)

Section 1400, General Standards of Financial Statement Presentation, outlines the premise that in the preparation of financial statements all information required for fair presentation in accordance with generally accepted accounting principles should be included.  It also specifies the requirements for assessing an entity’s ability to continue as a going concern and disclosing any material uncertainties that cast doubt on its ability to continue as a going concern.  The Company’s disclosure reflects such assessment.

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

 (ii)

Section 1535, Capital Disclosures, establishes disclosure requirements regarding an entity’s capital, including (i) an entity’s objectives, policies, and processes of managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any externally imposed capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. The Company has included disclosures required by Section 1535 in these interim consolidated financial statements.

(iii)

Sections 3862, Financial Instruments - Disclosures and Section 3863 Financial Instruments - Presentation, replace Section 3861 Financial Instruments – Disclosure and Presentation. These new sections revise and enhance disclosure requirements while leaving presentation requirements unchanged. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.  The Company has included the required disclosures in these interim consolidated financial statements.

(iv)

Section 3031, Inventories, provides for more guidance on the measurement and disclosure requirements for inventories. Specifically the new pronouncement requires inventories to be measured at the lower of cost or net realizable value, and provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. The new standard has had no impact on the consolidated financial position or results of operations for the period.

(m)

Financial instruments

The Company’s financial instruments are comprised of cash and cash equivalents, marketable securities, amounts due from WBJV partners, performance bonds, and accounts payable and accrued liabilities.

Cash and cash equivalents are recognized at their fair value. Marketable securities are recorded in the financial statements at fair value; and the carrying value of all other financial instruments approximate their fair values due to their short-term maturity or their capacity of prompt liquidation.

(n)

Income Statement Presentation of Tax Loss Carryforward

Effective August 31, 2008, the Company adopted EIC-172, “Income Statement Presentation of a Tax Loss Carryforward Recognized Following an Unrealized Gain in Other Comprehensive Income”. This abstract provides guidance on whether the tax benefit from the recognition of previously unrecognized tax loss carryforwards consequent to the recording of unrealized gains in other comprehensive income, such as unrealized gains on available-for-sale financial assets, should be recognized in net income or in other comprehensive income. The abstract should be applied retrospectively, with restatement of prior periods from September 1, 2007, the date of adoption of CICA Handbook Section 3855, “Financial Instruments – Recognition and Measurement”.

The adoption of EIC-172 resulted in a reclassification of $281,100 of future income tax recovery from opening accumulated other comprehensive income, and $55,500 of future income tax from other comprehensive loss to net loss in the period ended May 31, 2008. With this adoption basic and diluted loss per common share remained at $0.04 per common share.

(o)

New accounting pronouncements

Section 3064, Goodwill and Intangible Assets, replaces Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. In February 2008, the CICA issued the new pronouncement establishing revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets.  The new standard also provides guidance for  the  treatment  of  preproduction  and  startup  costs  and  requires  that  these  costs  be expensed  as  incurred. The new standard applies to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008.  Management is currently  assessing  the  impact  of  these  new  accounting standards  on  its  financial statements. Adoption of this standa rd will result in the withdrawal of EIC 27.

Section 1582, Business combination, Section 1601 Consolidated financial statements and Section 1602 Non-controlling interests. These sections replace the former CICA 1581, Business Combinations and CICA 1600, Consolidated Statements and establish a new section for accounting for a non-controlling interest in a subsidiary. These sections provide the Canadian equivalent to FASB Statements No. 141 (R), Business combinations and No. 160 Non-controlling Interests in Consolidated Financial Statements. CICA 1582 is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after September 1, 2011. CICA 1601 and CICA 1602 apply to interim and annual consolidated financial statements relating to years beginning on or after September 1, 2011.

3.

AMOUNTS RECEIVABLE

	May 31, 2009	Aug. 31, 2008
Expenditure advances receivable	2,059	$11,444
Exploration costs receivable - JOGMEC	80,698	-
Due from related parties (Note 11 (b) and (c ))	18,875	2,816
Goods and services tax recoverable	52,879	104,943
South African value added tax ("VAT") recoverable	269,658	195,973
Interest receivable	884	-
	$         425,053	$      315,176

Expenditure 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.

4.

MARKETABLE SECURITIES

At May 31, 2009, the Company had the following marketable securities recorded at fair value:

Available-for-sale securities	Number of Shares	Cost ($)	Accumulated Unrealized Gains ($)	Fair Value ($)
MAG Silver Corp.	100,000	50,000	568,000	618,000
West Timmins Mining Inc.	800,001	160,000	424,001	584,001
Total Marketable Securities		210,000	992,001	1,202,001

At August 31, 2008, the Company had the following marketable securities recognized at fair value:

Available-for-sale securities	Number of Shares	Cost ($)	Accumulated Unrealized Gains ($)	Fair Value ($)
MAG Silver Corp.	100,000	50,000	740,000	790,000
West Timmins Mining Inc.	800,001	160,000	168,000	328,000
Total Marketable Securities		210,000	908,000	1,118,000

On September 1, 2007, pursuant to adoption of the new CICA Handbook Section 3855 Financial Instruments – Recognition and Measurement, the Company recorded an adjustment to increase the carrying value of marketable securities by $1,874,001 with a corresponding adjustment to accumulated other comprehensive income less the future income tax adjustment of $281,100. The adjustment represents the after-tax unrealized gain on available-for-sale marketable securities held by the Company at September 1, 2007.

During the year ended August 31, 2008 after an adjustment of a future income tax recovery of $144,900 the Company recognized an unrealized loss of $821,101 (2007 - $nil) on marketable securities designated as available-for-sale instruments in other comprehensive income.

During the period ended May 31, 2009 after an adjustment of future income tax of $12,600 the Company recognized an unrealized gain of $71,401 on marketable securities designated as available-for-sale instruments in other comprehensive income.

Both of the above marketable securities are related parties of the Company, as discussed in Note 11.

5.

INVESTMENT IN WESTERN BUSHVELD JOINT VENTURE (THE “WBJV”)

	May 31, 2009	Aug. 31, 2008
Opening Balance	$21,935,272	$14,779,302
Additional investment	943,848	7,155,970
Balance before translation	22,879,120	21,935,272
Translation adjustment	(3,193,605)	(3,040,647)
Ending Balance	$19,685,515	$18,894,625

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

Details of the assets of the WBJV, excluding the property rights contributed by the other venture partners, are as follows:

	May 31, 2009	Aug. 31, 2008
Acquisition and Capital costs
Balance, beginning of period	$ 4,675,587	$ 2,190,657
Incurred during period	50,153	2,484,930
Translation adjustment	(563,270)	(538,146)
Balance, end of period	$ 4,162,470	$ 4,137,441
Deferred exploration costs
Balance, beginning of period	$ 36,656,854	$ 21,782,427
Assays and geochemical	27,039	565,945
Drilling	-	4,315,197
Geological and Engineering	776,550	4,953,901
Geophysical	21,913	3,696,316
Site administration	92,665	202,622
Stock compensation	361,861	998,004
Travel	24,601	142,442
	37,961,483	36,656,854
Translation adjustment	(2,630,335)	(2,502,501)
Balance, end of period	$ 35,331,148	$ 34,154,353
Less other partners' interest	(19,808,103)	(19,397,169)
Investment in WBJV	$ 19,685,515	$ 18,894,625

Effective May 31, 2006 the Company concluded that the functional currency of WBJV was the South African Rand as expenditures in the WBJV were principally being incurred in Rand and funded by advances from the venturers which were denominated in Rand. The Company therefore considers its equity investment in the WBJV to be self sustaining and it translates its share of net equity of WBJV using the current rate method with translation gains and losses included in accumulated other comprehensive income as a separate component of shareholders’ equity.

On October 26, 2004 the Company entered into the Western Bushveld Joint Venture (the “WBJV”) with a subsidiary of Anglo Platinum Limited (“Anglo Platinum”) and Africa Wide Mineral Prospecting and Exploration (Pty) Limited (“Africa Wide”) to pursue platinum exploration and development on combined mineral rights covering approximately 67 square kilometres 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. Anglo Platinum contributed its interests in portions of the farms Koedoesfontein 94JQ, Elandsfontein 102JQ and Frischgewaagd 96JQ. Later, in 2007, Anglo Platinum contributed its 50% interest in Portion 11 of the farm Frischgewaagd bringing the total area of the WBJV to approximately 72 square kilometres. The Company and Anglo Platinum each hold a 37% work ing interest in the WBJV, while Africa Wide holds a 26% working interest.  The area of the WBJV is operated in three functional areas described as Project 1 (100% WBJV), Project 2 (50% WBJV: 50% Wesizwe Platinum Ltd.) and Project 3 (100% WBJV).

In April 2007 the shareholders of Africa Wide sold 100% of their company to Wesizwe Platinum Ltd. (“Wesizwe”). The transaction closed in September 2007 and since then Wesizwe has become responsible for all of the rights and obligations of Africa Wide.

The Company is the operator of the WBJV. From October 2004 to April 2006 the Company funded an earn-in exploration program in the amount of Rand 35 million (at August 31, 2005 approx. C$6.44 million). Since then the partners of the WBJV have funded expenditures pro-rata based upon their working interest in the Joint Venture. From April 2006 to April 2008 the partners to the WBJV approved budgets in the amount of Rand 124 million (approximately C$16.5 million). At August 31, 2008 the Company recorded total receivables of $720,958 due from Anglo Platinum (approximately $420,000 or Rand 3.042 Million) and Africa Wide (approximately $301,000 or Rand 2.182 million) and these amounts were received subsequent to August 31, 2008.  At May 31, 2009 the Company recorded a receivable of $178,654 (Rand 1,308,818) due from Africa Wide.  

The Company published a Feasibility Study for Project 1 of the WBJV on July 7, 2008.  Based on the WBJV resource estimate prepared for the Feasibility Study the respective deemed capital contribution of each party was to be credited by adding their contribution of measured, indicated, and inferred ounces of combined platinum, palladium, rhodium and gold (“4E”) from the contributed properties comprising the WBJV, determined in accordance with the South African Mineral Resource Committee (“SAMREC”) code. Inferred ounces were to be credited at US$0.50 per ounce, indicated ounces at US$3.20 per ounce and measured ounces at US$6.20 per ounce. Ounces contributed to the WBJV by Anglo Platinum in 2007 from a 50% interest in Portion 11 of the Farm Frischgewaagd 96 JQ were to receive an equalization credit of US$0.62 per inferred ounce, US$10.37 per indicated ounce and US$39.55 per measured ounce.  The Company’s equali zation amount to be credited to Anglo Platinum is approximately $29.0 million at June 10, 2009.  

On September 2, 2008 the Company announced an agreement in principle to consolidate and rationalize the ownership of the WBJV.  On December 8, 2008 the Company announced the execution of definitive agreements formalizing the earlier announcement.  Under the terms of the Agreement Anglo Platinum will vend its entire 37% interest in the WBJV to Wesizwe for common shares representing approximately a 26.5% interest in Wesizwe. The Company will concurrently acquire a 37% interest in Projects 1 and 3 from Wesizwe in consideration of its 18.5% interest in Project 2 and Rand 408 million in cash (approximately $56.0 million at May 31, 2009). This will bring the Company’s interest in Projects 1 and 3 to 74% while at the same time eliminating its holdings in Project 2.  The cash payment to Wesizwe will be deferred until nine months after the effective date of the transaction and will then be held in escrow to be applied towards Wesizw e’s capital requirements for the Projects 1 and 3. The effective date will occur upon the completion of conditions precedent and the approval of the Department of Minerals and Energy in South Africa.  The effective date is expected in mid to later 2009.  Should the Company not make the payment due to Wesizwe on time Wesizwe may elect to claw back approximately 19.0% percent of Projects 1 and 3, reducing the Company’s interest to approximately 55%.

Under the terms of the December 8^th agreement the equalization amount due to Anglo Platinum by the Company under the terms of the original WBJV agreement (disclosed above) will become payable on the effective date of the definitive agreements, discussed above.  In the event the Company does not make the equalization payment on the date required, Anglo Platinum may elect to extend the payment deadline for six months, with interest, or they may elect to take payment in common shares of Wesizwe, at which point the right to accept the equalization payment would transfer to Wesizwe.

The Company acquired an option to purchase 100% of the surface and mineral rights to 365.64 hectares of the farm Elandsfontein 102 JQ in December 2002.  By December 2005 the Company had purchased all surface and mineral rights to the property in exchange for total payments of approximately $1.7 million. The Company holds a New Order prospecting permit over the Elandsfontein property.

During 2003 the Company entered into option agreements to acquire mineral rights on seven portions of the farm Onderstepoort 98 JQ located in the Western Bushveld. The Company could acquire 100% of the mineral rights over certain portions and 50% of the mineral rights over the balance.  Since 2003 the Company has paid Rand 834,000 in option payments for the properties.  During fiscal 2007 and 2008 the Company negotiated and executed the buy-out and cancellation of all of the Onderstepoort option agreements in exchange for 100,000 common shares of the Company valued at $395,500.  The Company now holds New Order prospecting permits on all of these farm portions.

6.

MINERAL PROPERTIES

Nine month period ended May 31, 2009

< TD width=69.933>

	South Africa
		Tweespalk	War Springs	Other	LDI River	Shelby Lake	South Legris	Total
Acquisition costs
of mineral rights
Balance, beginning of year		$ 52,037	$ 134,358	$ 2,692	$ 598,571	$ 313,864	$ 60,000	$ 1,161,522
Incurred during period		7,775	8,552	614	-	-	-	16,941
Less amounts written off		-	-	-	-	-	-	-
Balance, end of period		$ 59,812	$ 142,910	$ 3,306	$ 598,571	$ 313,864	$ 60,000	$ 1,178,463
Deferred exploration costs
Assays and geochemical		$ -	$ 39,932	$ 14,205	$ 1,458	$ 2,453	$ 7,531	$ 65,579
Drilling		-	365,676	-	-	47,566	47,566	460,808
Geological		440	126,838	67,932	3,655	13,083	13,083	225,031
Maps, fees and licenses		-	-	-	-	67	-	67
Site administration		145	92,254	419	-	-	-	92,818
Travel		-	17,192	-	-	-	-	17,192
		585	641,892	82,556	5,113	63,169	68,180	861,495
Balance, beginning of year		891,201	2,235,318	573,552	358,642	500,518	85,757	4,644,988
Recoveries		-	(613,644)	(30,813)	-	-	-	(644,457)
Balance, end of period		$ 891,786	$ 2,263,566	$ 625,295	$ 363,755	$ 563,687	$ 153,937	$ 4,862,026
Total Mineral Properties		$ 951,598	$ 2,406,476	$ 628,601	$ 962,326	$ 877,551	$ 213,937	$ 6,040,489

Three month period ended May 31, 2009

	South Africa
		Tweespalk	War Springs	Other	LDI River	Shelby Lake	South Legris	Total
Acquisition costs
of mineral rights
Balance, beginning of period		$ 59,629	$ 142,708	$ 3,292	$ 598,571	$ 313,864	$ 60,000	$ 1,178,064
Incurred during period		183	202	14	-	-	-	399
Less amounts written off		-	-	-	-	-	-	-
Balance, end of period		$ 59,812	$ 142,910	$ 3,306	$ 598,571	$ 313,864	$ 60,000	$ 1,178,463
Deferred exploration costs
Assays and geochemical		$ -	$ 36,130	$ 346	$ -	$ -	$ -	$ 36,476
Drilling		-	365,676	-	-	-	-	365,676
Geological		14	105,612	904	694	1,583	1,583	110,390
Maps, fees and licenses		-	-	-	-	-	-	-
Site administration		-	70,175	11	-	-	-	70,186
Travel		-	17,192	-	-	-	-	17,192
		14	594,785	1,261	694	1,583	1,583	599,920
Balance, beginning of period		891,772	2,282,425	624,034	363,061	562,104	152,354	4,875,750
Recoveries		-	(613,644)	-	-	-	-	(613,644)
Balance, end of period		$ 891,786	$ 2,263,566	$ 625,295	$ 363,755	$ 563,687	$ 153,937	$ 4,862,026
Total Mineral Properties		$ 951,598	$ 2,406,476	$ 628,601	$ 962,326	$ 877,551	$ 213,937	$ 6,040,489

(a)

Republic of South Africa

(i)

War Springs and Tweespalk

On June 3, 2002, the Company acquired an option to 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.  The Company now holds New Order prospecting permits on 100% of this territory.  Acquisition and exploration costs on these properties to May 31, 2009 total $3,358,074.

The Company can settle the vendors’ residual interests in these mineral rights at any time for US$690 per hectare. The Company pays annual prospecting fees to the vendors of US$3.25 per hectare. 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.

Black Economic Empowerment groups Africa Wide, a subsidiary of Wesizwe Platinum Ltd. and Taung Minerals (Pty) Ltd., a subsidiary of Platmin Limited, have each acquired a 15% interest in the Company’s rights to the War Springs project carried to bankable feasibility. The Company retains a net 70% project interest.  Africa Wide also has a 30% participating interest in the Tweespalk property.

On March 5, 2009 the Company announced an agreement with the Japan Oil, Gas and Metals National Corporation, an incorporated administrative institution of the Government of Japan, whereby they may earn up to a 35% interest in the Company’s rights to the War Springs project for an optional work commitment of US$10 million over 5 years.  The first year firm commitment is US$500,000.

 (b)

Ontario, Canada

 (i)

Lac des Iles (“LDI”) River

On May 5, 2000, New Millennium entered into an option agreement to acquire a 50% interest in the Lac des Iles River property located near Thunder Bay, Ontario in exchange for cash payments ($43,500 paid in total) and the completion of exploration expenditures. On October 6, 2006, the Company and the property vendors entered into a termination and sale agreement whereby the option agreement was cancelled and the Company purchased an undivided 100% interest in the property subject only to underlying 2.0% Net Smelter Return Royalties. In settlement the Company made a one-time payment to the vendors of $50,000 in lieu of past and future exploration expenditure commitments not incurred.

(ii)

South Legris

In April 2000, and later as amended in January 2005, the Company acquired an option to earn a 50% interest in the South Legris property located near Thunder Bay, Ontario in exchange for cash payments ($105,000 paid in total) and the completion of certain exploration expenditures. On October 13, 2006, the Company and the property vendors entered into a termination and sale agreement whereby the option agreement was cancelled and the Company purchased an undivided 100% interest in the property subject only to underlying 2.0% Net Smelter Return Royalties. In settlement the Company made a one-time payment of $50,000 in lieu of past and future exploration expenditure commitments not incurred.

(iii)

Shelby Lake

On June 28, 2000, New Millennium entered into an option agreement to earn up to 60% interest in the Shelby Lake property, located near Thunder Bay, Ontario in exchange for cash payments of $15,000 (paid), issue 30,303 shares (issued) and complete $500,000 in exploration expenditures over a four-year period. On October 18, 2006, the Company and the property vendor entered into a termination and sale agreement whereby the option agreement was cancelled and the Company purchased an undivided 100% interest in the property for a one-time payment of $5,000 subject only to an underlying 2.0% Net Smelter Return Royalty, of which the Company may buy back one half for $500,000.

 (c)

Title to mineral properties

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.

7.

FIXED ASSETS

(a)

Equipment, Leaseholds and Vehicles

	May 31, 2009
		Accumulated	Net Book
	Cost	Amortization	Value
Computer equipment and software	$    500,876	$    353,137	$    147,739
Leasehold improvements	64,726	49,395	15,331
Office furniture and equipment	257,408	106,164	151,244
Vehicles	118,332	38,821	79,511
	$    941,342	$    547,517	$    393,825

	August 31, 2008
		Accumulated	Net Book
	Cost	Amortization	Value
Computer equipment and software	$    495,723	$    307,833	$   187,890
Leasehold improvements	64,726	37,537	27,189
Office furniture and equipment	263,882	99,203	164,679
Vehicles	118,332	18,200	100,132
	$    942,663	$    462,773	$   479,890

(b)

Surface Rights

During the year ended August 31, 2008 the Company purchased surface rights adjacent to the WBJV Project 1 deposit area measuring 216.27 hectares for an amount of Rand 8.0 million (approx. C$1.09 million).  During the 2008 year the Company also entered into a legally binding agreement for the purchase of surface rights directly over a portion of the WBJV Project 1 deposit area measuring 358.79 hectares for an amount of Rand 15.07 million (approx. C$2.07 million).  Prior to August 31, 2008 the Company paid a 10% deposit of Rand 1.507 million (approx. C$0.20 million) for this property and the balance of Rand 13.562 million (approx. C$1.944 million) was paid in March 2009 upon statutory registration of the surface rights in the Company’s name.  The rights to these two properties are to the benefit of the Company only and are distinct from the 365.64 hectare Elandsfontein Farm held for the benefit of the WBJV (Note 5(a)).

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

8.

SHARE CAPITAL

(a)

Authorized

Unlimited common shares without par value

(b)

Issued and outstanding

At May 31, 2009 there were 67,816,367 shares outstanding.  See Note 15 “Subsequent Events” for details of a significant financing completed in June 2009.

During the period ended May 31, 2009:

(i)

the Company closed a non-brokered private placement in October 2008 for $7,611,229 upon the issue of 4,910,470 common shares at a price of $1.55 per share.  A finders’ fee of $186,000 in cash and a further 60,000 shares at the offering price was paid in respect of certain of the subscriptions. Other issue costs which included filing fees to the TSX and NYSE Alternext, and legal fees to lawyers totaled $117,148. Net proceeds for the financing totaled $7,308,081.

(ii)

196,650 stock options were exercised for proceeds of $281,640.

During the year ended August 31, 2008:

(iii)

850,000 share purchase warrants were exercised for proceeds of $1,487,500 and 760,500 stock options were exercised for proceeds of $821,824.

(iv)

the Company issued 50,000 common shares in connection with the acquisition of mineral properties at a fair value of $165,500. A filing fee of $2,264 related to this issue of shares was paid by the Company.

During the year ended August 31, 2007:

(v)

6,333,194 share purchase warrants were exercised for proceeds of $11,454,791 and 914,375 stock options were exercised for proceeds of $625,575.

(vi)

the Company issued 50,000 common shares in connection with the acquisition of mineral properties at a fair value of $230,000. A filing fee of $2,258 related to this issue of shares was paid by the Company.

(c)

Incentive stock options

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 a minimum, at the fair value of the common shares at the date of grant. Certain stock options granted to employees, directors and officers of the Company vest on average at an amount of 25% per six month period.

The following tables summarize the Company’s outstanding stock options:

< A NAME="_1306745307">

		Weighted
	Number	Average	Number
	Outstanding at	Remaining	Exercisable at
Exercise	May 31,	Contractual	May 31,
Price	2009	Life (Years)	2009
1.00	1,103,625	0.72	1,103,625
1.05	37,500	1.17	37,500
1.10	75,000	0.36	75,000
1.50	9,500	1.61	9,500
1.60	1,537,000	4.38	1,537,000
1.85	175,000	2.23	175,000
1.95	50,000	4.68	50,000
2.27	10,000	4.69	10,000
2.57	885,000	2.63	885,000
4.15	150,000	3.40	112,500
4.40	887,500	3.40	671,250
	4,920,125	2.87	4,666,375

The weighted average exercise price of the exercisable options at period end was $2.11.

Total compensation cost related to non-vested awards not yet recognized is $417,132 and is expected to be recognized over a weighted-average period of 0.40 years.

	Number of Shares	Weighted Average Exercise Price
Option outstanding at August 31, 2007	3,545,375	1.56
Granted	1,367,500	4.23
Exercised	(760,500)	1.08
Forfeited	(294,500)	2.18
Option outstanding at August 31, 2008	3,857,875	$          2.56
Granted	1,887,000	1.61
Exercised	(196,650)	1.43
Forfeited	(628,100)	6.28
Options outstanding at May 31, 2009	4,920,125	$          2.22

(i)

During the period ended May 31, 2009 the Company granted 1,887,000 stock options to employees. The Company has recorded $1,654,486 ($1,394,986 expensed and $259,500 capitalized to the WBJV) of compensation expense relating to stock options granted or vested in this period.

Cash received from the exercise of stock options during the period ended May 31, 2009 was $281,640.

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

The Company used the Black-Scholes model to determine the grant date fair value of stock options granted. The following weighted average assumptions were used in valuing stock options granted during the period:

Risk-free interest rate	2.8	3.73
Expected life of options	3.21	3.50
Annualized volatility	72.33	87%
Dividend rate	0.00%	0.00%

(ii)

During the year ended August 31, 2008 the Company granted 1,367,500 stock options to employees. The Company has recorded $1,288,383 ($580,128 expensed and $708,255 capitalized to the WBJV) of compensation expense relating to stock options granted or vested in this year.

Cash received from the exercise of stock options during the year ended August 31, 2008 was $821,824.

The Company used the Black-Scholes model to determine the grant date fair value of stock options granted. The following weighted average assumptions were used in valuing stock options granted during the year:

Risk-free interest rate	4.08	3.73
Expected life of options	3.32	3.50
Annualized volatility	64.04	87%
Dividend rate	0.00%	0.00%

9.

CAPITAL RISK MANAGEMENT

The Company’s objectives in managing its liquidity and capital are to safeguard the Company’s ability to continue as a going concern and provide financial capacity to meets its strategic objectives. The capital structure of the Company consists of equity attributable to common shareholders, contributed surplus, accumulated other comprehensive income and accumulated deficit.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary based on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. The Company does not pay out dividends.

As at May 31, 2009, the Company does not have any long-term debt and is not subject to any externally imposed capital requirements.

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

10.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks.

(a)

Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

(i)

Trade credit risk

The Company is an exploration and development company, and has not yet commenced commercial production or sales. Therefore, the Company is not exposed to significant credit risk.

(ii)

Cash and cash equivalents

In order to manage credit and liquidity risk we invest only in term deposits with Canadian Chartered banks that have maturities of three months or less. Limits are also established based on the type of investment, the counterparty and the credit rating.

(b)

Liquidity risk

The Company has in place a planning and budgeting process to help determine the funds required to support the Company's normal operating requirements and its exploration and development plans. The annual budget is approved by the Board of Directors.

Future exploration, development, mining, and processing of minerals from the Company’s properties will require additional financing.  The Company has no credit facilities in place at this time, although it is currently evaluating possible debt financing.  The only other current source of funds available to the Company is the issuance of additional equity capital, which if available, may result in substantial dilution to existing shareholders. There is no assurance that such funding will be available to the Company, or that it will be obtained on terms favourable to the Company.  Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development, or production on any or all of the Company’s properties, or even a loss of property interests.

The global economic environment has deteriorated significantly in recent months.  Lower commodity prices, currency fluctuations, banking and institutional failures, restricted credit availability and a general reduction in the availability of equity financing create a more uncertain environment for the Company’s securities and have negatively impacted the Company’s overall liquidity risks.

(c)

Currency risk

The Company’s functional currency is the Canadian dollar, while its operations are in both Canada and South Africa; therefore the Company's net earnings (losses) and other comprehensive earnings (losses) are impacted by fluctuations in the value of foreign currencies in relation to the Canadian dollar. The Company's significant foreign currency exposures on financial instruments comprise cash and cash equivalents, performance bonds, due from WBJV partners, and accounts payable and accrued liabilities. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

The Company's net loss and other comprehensive loss are affected by changes in the exchange rate between its operating currencies and the Canadian dollar.  Based on this exposure a 10% change in the foreign exchange rate would give rise to an increase/decrease in the loss for the period of approximately $64,000.

(d)

Interest rate risk  

The Company’s interest revenue earned on cash and cash equivalents and on short term investments is exposed to interest rate risk. Based on this exposure a 1% change in the average interest rate would give rise to an increase/decrease in the loss for the period of approximately $63,000.

(e)

Other price risks

The Company is exposed to equity price risk as a result of holding marketable securities in other exploration and mining companies (see Note 4).  These available for sale equities are valued at their fair market values as at the balance sheet date, with any unrealized gain or loss recorded in other comprehensive income or loss for the period.  

11.

RELATED PARTY TRANSACTIONS

Transactions with related parties are as follows:

(a)

Management, salary, consulting fees, and Director’s fees of $294,724 (2008 - $351,280) were incurred with directors during the nine month period. At May 31, 2009, $8,099 was included in accounts payable (2008 - $Nil).

(b)

The Company received $102,131 (2008 - $101,802) during the nine month period from MAG Silver Corp. (“MAG”), a company with two directors in common and an officer in common, for administrative services. Amounts receivable at the end of the period includes $6,803 due from MAG for administrative services and supplies (2008 - $6,799).

(c)

During the nine month period the Company accrued or received payments of $32,000 (2008 – $81,000) from West Timmins Mining Inc. (“WTM”), a company with three directors in common and an officer in common, for administrative services. Amounts receivable at the end of the period includes $12,072 due from WTM for administrative services and supplies (2008 - $6,353).

(d)

The Company entered into an office lease agreement with Anthem Works Ltd. (“Anthem”), a company with a director in common in 2005. During the period ended May 31, 2009 the Company accrued or paid Anthem $65,376 under the office lease agreement (2008 - $67,559).

All amounts in Amounts receivable and Accounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment.

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.

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

12.

CONTINGENCIES AND COMMITMENTS

The Company’s remaining minimum payments under its office and equipment lease agreements, which it has entered into for the years ending on August 31, as well as PTM RSA’s commitments, are as follows, as at May 31, 2009.

August 31, 2009	$ 48,312
August 31, 2010	71,032
August 31, 2011	9,953
August 31, 2012	1,659
	$ 130,956

13.

SUPPLEMENTARY CASH FLOW INFORMATION

(a)

Net change in non-cash working capital

	Three months	Three months	Nine months	Nine months
	Ended	Ended	Ended	Ended
	May 31, 2009	May 31, 2008	May 31, 2009	May 31, 2008
Amounts receivable	$    52,301	$    70,767	$    (36,192)	$   138,173
Prepaid expenses and other	(267,269)	177,206	(201,771)	17,535
Accounts payable	162,307	324,524	(63,067)	(73,593)
	$   (52,661)	$  572,497	$  (301,030)	$    82,115

(b)

Cash and cash equivalents

Cash and cash equivalents consist of the following:

	May 31, 2009	Aug. 31, 2008
Cash	$ 2,865,872	$ 1,779,871
	$ 2,865,872	$ 1,779,871

14.

SEGMENTED INFORMATION

The Company operates in one operating segment, that being exploration on mineral properties. Segmented information presented on a geographic basis follows:

Assets

Assets relate to properties situated as follows:

	May 31,	August 31,
	2009	2008
Canada	$ 6,333,464	$ 4,878,509
South Africa	28,086,887	27,614,075
	$ 34,420,351	$ 32,492,584

See accompanying notes to the consolidated financial statements.

Platinum Group Metals Ltd.

(An exploration and development stage company)

Notes to the unaudited consolidated financial statements

For the quarter ended May 31, 2009

Substantially all of the Company’s capital expenditures are made in the South African geographical segment.

Results of Operations

< TD width=136>

	Three months	Three months	Nine months	Nine months
	Ended	Ended	Ended	Ended
	May 31, 2009	May 31, 2008	May 31, 2009	May 31, 2008
Canada	$    (1,112,999)	$    (975,293)	$   (4,055,948)	$    (2,614,036)
South Africa	(365,808)	(332,491)	(1,188,948)	(1,329,552)
	$    (1,478,807)	$  (1,307,784)	$   (5,244,896)	$    (3,943,588)

15.

SUBSEQUENT EVENTS

On June 16, 2009, pursuant to an offering under a short form prospectus, the Company issued 24,999,300 units at a price of $1.40 per unit and a further 37,500 warrants at a price of $0.08 per warrant for aggregate gross proceeds of $35,002,020, including amounts exercised under an over-allotment option to the benefit of a syndicate of underwriters. A cash commission totaling 6% of gross proceeds was paid to the underwriters.  Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share, at a price of $1.75 per common share, until December 16, 2010.  

See accompanying notes to the consolidated financial statements.

EX-99.2

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

Dated: July 15, 2009

A copy of this report will be provided to any shareholder who requests it.

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Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

Management Discussion and Analysis

1.

DESCRIPTION OF BUSINESS

Platinum Group Metals Ltd. (the “Company” or “Platinum Group”) 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. and New Millennium Metals Corporation. The Company is an exploration and development company conducting work primarily on mineral properties it has staked or acquired by way of option agreement in Ontario, Canada and the Republic of South Africa.  Project 1 of the Western Bushveld Joint Venture (“WBJV”) is the Company’s primary project.  The Company defers all acquisition, exploration and development costs related to mineral properties. The recoverability of these amounts is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of the property, and any future pr ofitable production; or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

This management discussion and analysis (“MD&A”) of the Company focuses on the financial condition and results of operations of the Company for the period ended May 31, 2009. It is prepared as of July 15, 2009 and should be read in conjunction with the unaudited consolidated financial statements of the Company for the period ended May 31, 2009 together with the notes thereto.

All references herein to “dollars” or “$” refer to Canadian dollars unless otherwise stated.

2.

DISCUSSION OF OPERATIONS AND FINANCIAL CONDITIONS

a) Results of Operations

Any reference to “period” refers to the nine month period ended May 31, 2009.

At May 31, 2009 the Company had cash, cash equivalents and short term investments on hand of $2,865,872 as compared to $5,575,866 on May 31, 2008.  Accounts payable at period end totaled $885,807 (May 31, 2008 - $2,836,020).  Of this, amounts payable in South Africa included $118,000 for drilling costs, approximately $27,500 for geochemical costs, and approximately $22,500 for environmental services.  In Canada an amount of $249,788 was payable against legal costs, $121,535 was due for advisory and consulting expenses and $10,500 was payable for audit fees.  The balance related to regular overhead and administrative costs.  The amount of salaries and benefits expensed in the period increased from $1,079,542 at May 31, 2008 to $1,284,623 at period end.  The increased expense was due to lower deferrals to the WBJV, which was not as active as in the comparative period last year.  The actual cash cost of salaries and benefits did not i ncrease.  The Company also held marketable securities at period end with a fair value of $1,202,001 (May 31, 2008 – $1,714,001).

During the period the Company incurred a net loss before taxes of $5,359,887 (May 31, 2008 - $4,085,087). Before a non-cash charge for stock based compensation of $1,394,986 (May 31, 2008 - $638,034) general and administrative expenses totaled $4,063,134 (May 31, 2008 - $3,667,996). Net interest earned in the period amounted to $98,233 (May 31, 2008 - $220,943).  The $395,138 overall increase in administrative expenses over the comparative period is explained for the most part by a $211,452 increase in professional fees for the nine month period from $515,316 in 2008 to $726,768 in 2009; an increase of $175,848 in shareholder relations costs from $110,423 in 2008 to $286,271 in 2009; a $205,081 increase in salaries and benefits from $1,079,542 in 2008 to $1,284,623 in 2009; and the incurrence of $405,000 in strategic advisory fees for the period (May 31, 2008 – nil). Professional fees increased in the period as a r esult of the Company’s use of legal expertise during negotiations to execute definitive agreements with Anglo Platinum and Wesizwe Platinum and legal and accounting expertise to assess various strategic alternatives.  Shareholder relations expense and management and consulting fees increased as new staff and additional resources were applied to handle communication requirements during the volatile and negative market events of late 2008 and into 2009.  These costs were offset by a decrease in travel expenses of $206,861 from $687,951 at May 31, 2008 to $481,090 at May 31 2009; a decrease in management and consulting fees of $79,255; a decrease for the nine month period in filing and transfer agent fees of $46,607; and a $294,721 increase in foreign exchange gains from a $35,181 loss in 2008 to $259,540 gain in the third quarter of 2009.

Apart from net interest of $98,233 (2008 - $220,943) earned on cash deposits during the period the Company had no significant revenues to report.  The Company recovered $152,835 in administrative costs (2008 - $182,802) during the period for supplies and services provided at market rates to associated companies.  In October 2008 the Company closed a non-brokered private placement for net cash proceeds of $7,308,081.

Total global exploration and engineering expenditures for the Company’s account, including the Company’s share of WBJV expenditures during the period totaled $1,111,350 (May 31, 2008 - $6,545,212). Of this amount $894,312 was for the WBJV (May 31, 2008 - $6,069,729) and $217,038 was for other exploration (May 31, 2008 - $475,483). Total WBJV expenditures during the period by all WBJV partners amounted to $1,354,782 (May 31, 2008: $15,771,419).  

A July 2008 Feasibility Study for Project 1 of the WBJV recommends a series of three simultaneous declines accessing the Project 1 deposit with a mining rate of 140,000 tonnes per month.  First ore is reached by development 13 months from the commencement of underground work. Mining is only scheduled on reserves. The mining and development plan includes conventional hand held drilling utilizing electrical drills and scraper winch cleaning similar to the successful conventional mining at the adjacent producing Bafokeng Rasimone Platinum Mine. Declines and primary access to the deposit is designed for development with mechanized equipment. Ore is initially to be hauled out of the mine with mechanized equipment and assisted then by conveyor from year 4 of mine life to end of mine life.

The Merensky Reef is planned to be mined at widths between 93cm and 176cm at an average of 115cm and the UG2 Reef is planned to be mined at widths between 105cm and 205cm at an average of 153cm.

At the recommended mining rate and modifying factors the mine plan generates approximately 235,000 to 271,000 platinum, palladium, rhodium and gold, (“4E”) ounces in concentrate per year, of which approximately 160,000 ounces are platinum at full steady state ounce production for 9 years from the Merensky Reef horizon with a 22 year mine life.

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

The results of the Feasibility Study estimate a 20.08% Internal Rate of Return (“IRR”) (pre-tax) Base Case, using 3 year trailing metal prices to June 2008, calculated on the monthly averages including US$1,295 per ounce for platinum.  The Feasibility Study model does not include escalation due to inflation of costs or metal prices.  At May 31, 2009 and at July 13, 2009 the spot prices of all metals included in the basket price calculation were below the three year trailing metal prices as at June 2008.  Platinum was quoted at US$1,204 on May 31, 2009 and at US$1,109 on June 13, 2009

Average life-of-mine cash operating costs to produce concentrate were estimated at R451 per tonne (US$56.38 at July 7, 2008) of ore or R3,504 (US$438 at July 7, 2008) per 4E ounce on a life of mine basis. The Merensky Reef layer represents the first 15 years of production and the basket price per 4E ounce is modeled at US$1,168 (3 year trailing prices). The UG2 layer represents the balance of the production. The model includes a subsequent average of 15.16% discount from the metal price to estimate the smelter pay discount. Operating margin life of mine on three year trailing 4E metal prices to June 2008 was approximately US$739 per ounce.

The project has an estimated life of 22 years with 9 years at a steady state of production of 235,000 to 271,000 ounces per year. The capital cost for the mine and concentrator complex are estimated at R4.055 billion (US$425 million at April 2, 2009) for peak funding and R5.474 billion (US$574 million at April 2, 2009) for life of mine funding. The capital cost estimate includes R506 million (US$53 million at April 2, 2009) for the capital costs for self-generation of the electrical requirements of the project to the end of 2012 at full production levels. This includes the entire infrastructure for power including diesel storage.  If grid power becomes available it will significantly reduce electricity costs. Eskom has indicated that an allocation of 2 mega watts should be available for the construction phase of the project, and this has been assumed in the Feasibility Study.  In March 2009 Eskom re-initiated discussions with the Company to assess the proj ect’s requirements for connection into the local power grid.  The Company is pleased and cautiously optimistic about these discussions.  A contingency of R467 million (US$49 million at April 2, 2009) is included in the overall capital estimate.

Based on the three year trailing average metals prices, current exchange rates and probable lowering of input costs at the current time no change has been made to the Feasibility Study information and reserves and resources.  Since the publication of the Project 1 Feasibility Study in July 2008 several key parameters have changed including contractor, raw material and other input costs.  As a result the Company has commenced an Optimized Feasibility Study to enhance and independently evaluate engineering work completed by the Company over the past several months.  The OFS is expected to result in improved project economics from various factors, including:

·

lower pre-production capital expenditure estimates;

·

increased mineral reserves; and

·

updated operating and power availability assumptions.

The target date for completion of the OFS is Q3 of calendar 2009.  Limited drilling will be undertaken in the area of Projects 1 and 3 with an objective to increase known mineral reserves and resources for inclusion in the project mine plan for the OFS.  Areas in the inferred category not included in the July 2008 project mine plan and areas that were excluded for other technical reasons will be considered for potential production rate increases.  

On September 2, 2008 and later on December 8, 2008 the Company announced definitive agreements to consolidate and rationalize the WBJV.  In the transaction Anglo Platinum will vend its entire 37% interest in the WBJV to Wesizwe for common shares representing approximately a 26.5% interest in Wesizwe. The Company will concurrently acquire a 37% interest in Projects 1 and 3 from Wesizwe in consideration of its 18.5% interest in Project 2 and Rand 408 million in cash (approximately $56.72 million at July 15, 2009). This will bring the Company’s interest in Projects 1 and 3 to 74% while at the same time eliminating its holdings in Project 2.  The cash payment to Wesizwe will be deferred until nine months after the effective date of the transaction and will then be held in escrow to be applied towards Wesizwe’s capital requirements for the Projects 1 and 3. The effective date will occur upon the completion of conditions precedent and the approval of t he Department of Minerals and Energy in South Africa.  The effective date is expected in mid to later 2009.  Should the Company not make the payment due to Wesizwe on time Wesizwe may elect to claw back approximately 19.0% percent of Projects 1 and 3, reducing the Company’s interest to approximately 55%.  

The basis of valuation for the negotiations was the 10% discount rate NPVs of the Projects with platinum at US$1,199 per ounce for all projects and a Rand-to-Dollar exchange rate set at 8. The project models included the Feasibility Study results for Projects 1 and 2 and preliminary engineering on Project 3.

The settlement of the “equalization payments” currently due to Anglo Platinum under the terms of the WBJV are to be settled by Wesizwe in common shares and by Platinum Group in cash by the effective date of the transaction expected in mid to later 2009. At July 15, 2009 exchange rates for both the US dollar and the Canadian dollar to the Rand, equalization payments due by the Company are approximately R 200.79 million ($27.88 million).  If Platinum Group does not pay Anglo Platinum, Anglo Platinum shall elect to provide up to a 6 month extension with interest or elect to take Wesizwe shares for the amount due and the obligation of Platinum Group will pass to and become payable to Wesizwe. A “catch up” payment of approximately US$2.0M is also due by Platinum Group to Wesizwe for past exploration costs incurred on Project 2.

Anglo Platinum will hold a 60 day first right of refusal on the sale of ore or concentrate over the original WBJV mineral rights.

Details of the Company’s Revised Attributable Reserves and Resources in the proposed transaction are shown below at Item 2d. “Exploration Programs and Expenditures”.  A technical report titled “WBJV Project 1, July 7, 2008 – Feasibility Study” was filed on SEDAR August 21, 2008 in support of this resource estimate.  

The Company also maintains two other projects in South Africa on the North Limb of the Bushveld Complex. The Tweespalk and War Springs projects are currently the subject of renewed consideration. During 2008 the Company conducted new soil and geological surveys on the War Springs project.  On March 17, 2008 the Company published a revised and updated resource calculation for the War Springs property based on drilling and exploration work conducted in the last three years.  (See Item 2d. “Exploration Programs and Expenditures” below).  On March 5, 2009 the Company announced an agreement with the Japan Oil, Gas and Metals National Corporation, an incorporated administrative institution of the Government of Japan, whereby they may earn up to a 35% interest in the Company’s rights to the War Springs project for an optional work commitment of US$10 million over 5 years.  The first year firm commitment is US$500,000 and work has commence d.  To date approximately US $460,000 in JOGMEC funding has been received.

Since 2008 the Company has conducted a new business generative program.  Research and implementation, including the staking of several new license areas on or near to the Bushveld Complex, has cost approximately $51,029. The Company has received the grant of several new prospecting permits as a result of this work and several more are expected in the months ahead.

The Company has conducted small work programs on its Canadian projects during 2008 and 2009.  A 1,125 metre drill program was completed on the Company’s Lac Des Iles projects in the first quarter of 2008 and a further 978 metres was completed in February of 2009.  The Company maintains a large mineral rights position in the Lac des Iles area north of Thunder Bay as a strategic holding against potentially increasing prices for palladium and platinum. Encouraging exploration results for palladium, platinum, nickel and copper continue to be returned and the Company plans to invest further in this area in the future.

For more information about the WBJV and the Company’s other mineral properties please refer to Notes 5. and 6. of the Company’s May 31, 2009 financial statements and below for further discussion regarding the WBJV.

The following tables set forth selected financial data from the Company’s annual audited financial statements and should be read in conjunction with those financial statements:

	Year ended Aug 31, 2008	Year ended Aug. 31, 2007
Interest	$243,339 (1)	$434,949
Net Loss	($5,086,5890(2)	($6,758,123)
Net Loss per Share	($0.08)	($0.12)
Total Assets	$32,492,583(3)	$36,764,203
Long Term Debt	Nil	Nil
Dividends	Nil	Nil

Explanatory Notes:

⁽¹⁾

The Company’s only significant source of revenue during the year ending August 31, 2008 was interest revenue from GIC’s held by the Company. The amount of interest earned correlates directly to the amount of cash on hand during the period referenced.

⁽²⁾

The Company’s net loss during the year ending August 31, 2007 was lower than in 2008 due to several factors. Compensation expense totalled $580,128 in 2008 as opposed to $1,487,661 in 2007. Another factor is the write off of deferred mineral property costs of $Nil in 2008, and $1,323,222 in 2007. If one removes the effect of these two factors from each fiscal year the recorded annual loss becomes modified to $4,506,461 for 2008, and $3,947,240 for 2007. The remaining general and administrative costs are then seen to be higher in 2008 than in 2007.  During fiscal 2007 the Company completed a listing on the American Stock Exchange and since then has been required to certify its internal and disclosure controls under Sarbanes-Oxley legislation in the USA as well as Multilateral Instrument 52-109 in Canada. Professional fees increased by $556,480 from 2007 to 2008 due to continuing compliance costs for Sarbanes-Oxley, the use of external engineers to review the Feasibility Study for Project 1 of the WBJV and the Company using legal advisors during negotiations for the reorganization of the WBJV. This reorganization resulted in additional travel by management to South Africa and Europe which increased travel expenses by $202,174 in 2008 over 2007.  Management and consulting fees increased by an aggregate $153,254 in 2008 as a result of the engagement of a strategic advisor during the 2008 fiscal year.

⁽³⁾

Total assets had been increasing year-on-year primarily as a result of the Company’s cash balance and continued investment in mineral properties funded by completion of private placement equity financings. However during the year ended August 31, 2008 the Company did not complete any equity financings, and the South African Rand, depreciated against the Canadian dollar, resulting in total assets decreasing. At August 31, 2008 the Company held $1,779,871 (2007 -$14,669,067) in cash and cash equivalents and short term investments.

The following table sets forth selected quarterly financial information for each of the last eight (8) quarters.

Quarter Ending	Interest & Other Income1	Net Loss2	Net Loss per Share
May 31, 2009	$73,959	($1,478,807)	($0.02)
February 28, 2009	$24,172	($1,665,682)	($0.03)
November 30, 2008	$102	($2,100,438)	($0.03)
August 31, 2008	$22,396	($1,143,001)	($0.02)
May 31, 2008	$38,027	($1,307,784)	($0.02)
February 29, 2008	$78,337	($1,430,050)	($0.02)
November 30, 2007	$104,579	($1,205,754)	($0.02)
August 31, 2007	$137,331	($1,392,894)	($0.03)

⁽¹⁾

The Company’s primary source of revenue during the quarters listed above was interest revenue from GIC’s held by the Company. The amount of interest revenue earned correlates directly to the amount of cash on hand during the period referenced.

⁽²⁾

Net loss by quarter is often materially affected by the timing and recognition of non-cash expenses or write-offs. The quarter ended May 31, 2009 includes a non-cash charge for stock based compensation of $219,535, the quarter ended February 28, 2009 includes a non-cash charge for stock based compensation of $373,042, the quarter ended November 30, 2008 includes a non-cash charge for stock based compensation of $802,409, the quarter ended August 31, 2008 includes a non-cash charge for stock based compensation of $Nil, and the quarter ended May 31, 2008 includes a non-cash charge for stock based compensation of $187,931. The quarter ended February 29, 2008 includes a non-cash charge for stock based compensation in the amount of $250,830. The quarter ended November 30, 2007 includes a non-cash charge for stock based compensation of $141,367. The Quarter ended August 31, 2007 includes a non-cash charge for stock based compensation of $91,795. When adjusting for these non-cash charges the results for the quarters listed show a more consistent trend, with a general growth in expenses over time that is consistent with the Company’s exploration and corporate activities over the past two years as described above at “Discussion of Operations and Financial Condition”.

The Company has not declared nor paid dividends on its common shares. The Company has no present intention of paying dividends on its common shares, as it anticipates that all available funds will be invested to finance the growth of its business.

b) Trend Information

Other than the financial obligations as set out in the table provided at Item 6. below, there are no demands or commitments that will result in, or that are reasonably likely to result in, the Company’s liquidity either increasing or decreasing at present or in the foreseeable future. The Company will require additional capital in the future to meet both its contractual and non-contractual project related expenditures as set out in the table at Item 6.  It is unlikely that the Company will generate sufficient operating cash flow to meet all of these expenditures in the foreseeable future. Accordingly, the Company will need to raise additional capital by issuance of securities or by a sale or partnering of project interests in order to meet the payment requirements of the transaction announced September 2, 2008.  See discussions at item 2. a) "Results of Operations" above and at item 6. "Liquidity and Capital Resources" be low. The Company has completed a Feasibility Study for the Project 1 area of the WBJV. If a production decision is taken the Company will most likely pursue both equity and debt financing for its share of the capital requirements for that project.

From mid calendar 2008 until early 2009 there had been a negative trend with regard to the market for metal commodities and related products.  Although still volatile and uncertain, these markets have improved modestly since that time.  See “Economic and Political instability may affect the Company’s business” under Item 2c. “Risk Factors” below.

c) Risk Factors

The Company’s securities should be considered a highly speculative investment and investors should carefully consider all of the information disclosed in the Company’s Canadian and U.S. regulatory filings prior to making an investment in the Company. For a discussion of risk factors applicable to the Company, see the section entitled “Risk Factors” in the Company’s most recent annual information form filed with Canadian provincial securities regulators, which was also filed as part of the Company’s most recent annual report on Form 40-F with the U.S. Securities & Exchange Commission Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Company’s securities.

General

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and/or quality to return a profit from production.

The Company’s business is subject to exploration and development risks

All but one of the Company’s properties are in the exploration stage and no known reserves have been discovered on such properties, the exception being the development stage Project 1 of the WBJV (see Item 2d. “Exploration Programs and Expenditures” below). At this stage, favorable results, estimates and studies are subject to a number of risks, including:

·

the limited amount of drilling and testing completed to date;

·

the preliminary nature of any operating and capital cost estimates;

·

the difficulties inherent in scaling up operations and achieving expected metallurgical recoveries;

·

the likelihood of cost estimates increasing in the future; and

·

the possibility of difficulties procuring needed supplies of electrical power and water.

There is no certainty that the expenditures to be made by us or by our joint venture partners in the exploration of the properties described herein will result in discoveries of precious metals in commercial quantities or that any of our properties will be developed. Most exploration projects do not result in the discovery of precious metals and no assurance can be given that any particular level of recovery of precious metals will in fact be realized or that any identified resource will ever qualify as a commercially mineable (or viable) resource which can be legally and economically exploited. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permit regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of precious metals ultimately discovered may di ffer from that indicated by drilling results. There can be no assurance that precious metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.

Economic and Political instability may affect the Company’s business

Since mid calendar 2008 until early 2009 there had been a negative trend with regard to the market for metal commodities and related products as a result of global economic uncertainty, reduced confidence in financial markets, bank failures and credit availability concerns.  Although markets have improved modestly since that time, these macro-economic events have negatively affected the mining and minerals sectors in general.  The Company’s market capitalization has been significantly reduced.  Although these circumstances may improve over the longer term, the short term impact upon the Company’s liquidity and its ability to raise the capital required to execute its business plans going forward will be negative.  As a result the Company will consider its business plans and options carefully going forward into 2009.  The Company’s intends to preserve its cash balances to the greatest extent possible by curta iling capital and operational expenditures where possible.

The Company has assessed the carrying values of its mineral properties as a result of the market downturn.  Based on current and expected metal prices and cost structures, management has determined that the values of the Company’s mineral properties have not been impaired at this time. However, should current market conditions and commodity prices worsen and/or persist for a prolonged period of time, an impairment of mineral properties may be required.

South Africa has undergone significant change in its government and laws since the free elections in 1994. At present, Mining Legislation in South Africa is continuing to undergo change. The new Mineral and Petroleum Resources Development Act became law on May 1, 2004. The regulation and operation of this new law is still being implemented. In association with the new Act, the Mining Charter sets out a target of 26% ownership and participation in the mineral industry by “Historically Disadvantaged Persons” within ten years, but the mechanisms to fully affect this objective are still evolving. Accordingly, the South African legal regime may be considered relatively new, resulting in risks related to the possible misinterpretation of new laws, unilateral modification of mining or exploration rights, operating restrictions, increased taxes, environmental regulation, mine safety and other risks arising out of new sovereignty over mining, an y or all of which could have an adverse affect on the Company. There is no certainty that the Company will be able to convert its existing exploration rights into mining rights. The Company’s operations in general may also be affected in varying degrees by political and economic instability, terrorism, crime, fluctuations in currency exchange rates and inflation.

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

The Company is subject to risk of fluctuations in the relative values of the Canadian Dollar as compared to the South African Rand and the U.S. Dollar

The Company may be adversely affected by foreign currency fluctuations. The Company is primarily funded through equity investments into the Company denominated in Canadian Dollars.  In the normal course of business the Company enters into transactions for the purchase of supplies and services denominated in South African Rand.  The Company also has cash and certain liabilities denominated in South African Rand.  Several of the Company’s options to acquire properties or surface rights in the Republic of South Africa may result in payments by the Company denominated in South African Rand or in U.S. Dollars. Exploration, development and administrative costs to be funded by the Company in South Africa will also be denominated in South African Rand.  Fluctuations in the exchange rates between the Canadian Dollar and the South African Rand or U.S. Dollar may have an adverse or positive affect on the Company.  In the past 1 2 months to July 13, 2009 the South African Rand has appreciated to the Canadian dollar by approximately 7.16% and the American dollar has appreciated to the Canadian dollar by approximately 15.31%.

The Company’s properties are subject to title risks

The Company’s properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. These defects could adversely affect the Company’s title to such properties or delay or increase the cost of the development of such properties. In addition, the Company’s properties may be subject to aboriginal or other historical rights that may be claimed on Crown properties or other types of tenure with respect to which mineral rights have been conferred. The Company is not aware of any aboriginal land claims having been asserted or any legal actions relating to native issues having been instituted with respect to any of the mineral properties in which the Company has an interest. The Company is aware of the mutual benefits afforded by co-operative relationships with indigenous people in conducting exploration activity and is supportive of measures established to achieve such co-operation.

Environmental risk

Environmental legislation on a global basis is evolving in a manner that will ensure stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessment of proposed development and a higher level of responsibility for companies and their officers, directors and employees. There is no assurance that future changes to environmental legislation in Canada or South Africa will not adversely affect the Company’s operations. Environmental risks may exist on properties in which the Company holds interests which are unknown at present and which have been caused by previous or existing owners or operators. Furthermore, future compliance with environmental reclamation, closure and other requirements may involve significant costs and other liabilities. In particular, the Company’s operations and exploration activities are subject to Canadian and South African national and provincial laws and regulations governing protection of the environment. Such laws are continually changing, and in general are becoming more restrictive.

The mineral exploration industry is extremely competitive

The resource industry is intensely competitive in all of its phases, and the Company competes with many companies that possess greater financial resources and technical facilities. Competition could adversely affect the Company’s ability to acquire suitable new producing properties or prospects for exploration in the future. Competition could also affect the Company’s ability to raise financing to fund the exploration and development of its properties or to hire qualified personnel.

Metal prices affect the success of the Company’s business

Metal prices have historically been subject to significant price fluctuation. No assurance may be given that metal prices will remain stable. Significant price fluctuations over short periods of time may be generated by numerous factors beyond the control of the Company, including domestic and international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increases or decreases in production due to improved mining and production methods. Significant reductions or volatility in metal prices may have an adverse effect on the Company’s business, including the economic attractiveness of the Company’s projects, the Company’s ability to obtain financing and, if the Company’s projects enter the production phase, the amount of the Company’s revenue or profit or loss. Current spot metals prices are below the three year trailing average prices used to asses the Company’s Project 1 Feasibility in July 2008. Three year trailing average prices at present are not significantly different from those used in July 2008.  

d) Exploration Programs and Expenditures

General

The Company continues to be active in the Republic of South Africa (“RSA”). In 2003 the Company acquired a 100% South African subsidiary named Platinum Group Metals RSA (Pty.) Ltd. (“PTM RSA”) for the purposes of holding mineral rights and conducting operations on behalf of the Company. The Company conducts all of its South African exploration and development work through PTM RSA.

Mineral property acquisition and capital costs deferred during the period totaled $67,094 (May 31, 2008 - $223,956). Of this amount acquisition costs relating to the Company’s pro-rata share of the WBJV amounted to $49,536 (May 31, 2008 - $182,748). The balance $16,941 (May 31, 2008 - $41,208) was spent on other mineral property costs in Canada and South Africa. Exploration costs incurred globally in the period for the Company’s interests totaled $1,111,350 (May 31, 2008 - $6,545,212). Of that amount $136,462 (May 31, 2008 - $161,619) was incurred on the Company’s Canadian properties and $974,888 (May 31, 2008 - $6,383,593) was incurred on the Company’s South African properties. Of the South African amount, $894,312 was for the Company’s share of WBJV expenditures (May 31, 2008 - $6,069,729). The total amount (100%) of exploration expenditures by all Joint Venture partners for the period for the WBJV came to $1,304,629 wh ich was lower than the 100% amount spent for the same period last year (May 31, 2008 - $15,559,303).

During the period there were no write-offs in deferred costs relating to South African or Canadian projects, there were no write-offs in the same period last year. For more information on mineral properties see Note 5 and 6 of the Company’s May 31, 2009 Financial Statements.

Western Bushveld Joint Venture

On October 26, 2004 the Company (37%) entered into a Joint Venture with Anglo Platinum Limited (“Anglo Platinum”) (37%) and Africa Wide Mineral Prospecting and Exploration (Pty) Limited ( “Africa Wide” ) (26%) to pursue platinum exploration and development on combined mineral rights covering approximately 67 square kilometres on the Western Bushveld Complex of South Africa. The Company contributed all of its interests in portions of the farms Onderstepoort 98 JQ and Elandsfontein 102 JQ. Anglo Platinum contributed its interests in portions of the farms Koedoesfontein 94 JQ, Elandsfontein 102 JQ and Frischgewaagd 96 JQ.  Later on April 9, 2007, Anglo Platinum contributed to the WBJV a 50% interest in the mineral rights to the 494 hectare Portion 11 of the Farm Frischgewaagd 96 JQ.  With this addition the geographic area of the WBJV now covers approximately 72 square kilometres of territory.  

The Company is the operator of the WBJV. From October 2004 to April 2006 the Company funded a required exploration program in the amount of Rand 35 million (at August 31, 2005 approx. $6.44 million). Since then until October 2008 the partners of the WBJV have funded their portion of Rand 201 million (approximately $28.7 million) in further expenditures pro-rata based upon their working interest in the Joint Venture.  

Under the terms of the original WBJV agreement, once a final Feasibility Study has been completed and a decision to mine has been taken the respective deemed capital contribution of each party will be credited based on their contribution of measured, indicated, and inferred PGM ounces from the contributed properties comprising the WBJV, determined in accordance with the South African SAMREC code. Under the terms of the original WBJV Agreement, 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. The Company will also be credited for its Rand 35 million expenditure as described above.  For the later contribution of Portion 11 to the WBJV the original credit rates for equalization as described above have been amended to US$0.62 per inferred ounce, US$10.37 per indicated ounce and US$39.55 per measured ounc e in order to adjust for market conditions at the time.  At July 13, 2009 exchange rates for both the US dollar and the Canadian dollar to the Rand, equalization payments due by the Company to Anglo Platinum are approximately R 200.79 million ($27.88 million).  

A Feasibility Study for Project 1 of the WBJV was delivered to the partners on June 30, 2008 and results thereof were published by the Company in a news release dated July 7, 2008.  

The Company provided a statement of Reserves and Resources with the Feasibility Study.  Resources in the Measured and Indicated categories can be included in a financial model under SAMREC and NI-43-101 guidelines. Summary resource details from published reports for Project 1 and Project 3 follow in the table below. Platinum Group has a right to acquire a 74% interest in the 4E ounces attributable to Projects 1 and 3 of the WBJV under the terms of the transaction announced on September 2, 2008.  See Item 2. a) “Results of Operations” above for more detail.  The prill splits and 4E estimates for Project 1 and 3 have been tested for reasonableness by kriging on the individual elements. Copper and nickel as well as the minor platinum group elements have also been estimated with a statistical process of Simple Kriging for Project 1.

The Company has internally tested the resource assessment against spot prices and against three year trailing prices and have not amended their resource and resource assessment.

The following is a statement of Revised Attributable Reserves and Resources taking in to account the transaction announced September 2, 2008 based on the WBJV Project 1 July 7, 2008  Feasibility Study (filed on SEDAR August 21, 2008). Reserves here are a sub-set of measured and indicated resources including mining factors and are not in addition to the resources.

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

MR = Merensky Reef              UG2 = Upper Group 2 Reef

Merensky Reserves Project 1   (74% Company Interest Pending)
Tonnes	4E	Content 4E	Platinum Group	Platinum Group Mozs
t	g/t	Moz	Interest
Merensky Proved
6,706,482	5.55	1.198	74%	0.886
Merensky Probable
11,382,035	5.39	1.971	74%	1.459
Total Merensky Mineral Reserves
18,088,517	5.45	3.169	74%	2.345

UG2 Reserves Project1 (74% Company Interest Pending)
Tonnes	4E	Content 4E	Platinum Group	Platinum Group Mozs
t	g/t	Moz	Interest
UG2 Proved
4,245,280	3.38	0.461	74%	0.341
UG2 Probable
7,051,016	3.42	0.775	74%	0.574
Total UG2 Mineral Reserves
11,296,296	3.40	1.236	74%	0.915

Note the Company’s 74% interest is subject to the completion of the transaction announced on September 2, 2008 and which is described above at Item 2 a) “Results of Operations” and elsewhere in this document.

C. Muller QP PTM - Platinum Group Metals Ltd.

The Qualified Persons, (“QP”) for the above information are Charles Muller and Gordon Cunningham Independent Qualified Persons as at the effective dates in the table. (Reports dated April 25, 2008 – filed June 11, 2008 and July 7, 2008 – filed Aug 21, 2008 on www.sedar.com).

Cautionary Note to U.S. Investors: The U.S. Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this document, such as “measured,” “indicated,” and “inferred,” “reserves,” “resources,” that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. “Resources” are not “Reserves” and so do not have demonstrated economic viability. U.S. investors are urged to consider closely the disclosure in our U.S. regulatory filings, File No. 0-033562, which may be secured from us, or from the SEC’s website at:  http://sec.gov

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

Project 1 Resource Calculation Detail

A 39% and 41% total geological loss for the Merensky Reef and UG2 Reef respectively was applied to the resource area to accommodate for areas of potentially un-mineable structural and geological conditions. This geological loss considers losses for faults, dykes, potholes and areas of iron replacement pegmatite. Structural loss estimates are based on drilling, field mapping and remote sense data which include a high resolution aeromagnetic survey. The Merensky mineral resource estimate is based on 158 boreholes with 178 intercepts and the UG2 is based on 192 intercepts within the 1,087 hectare area. The prill split has been calculated by weighted averages as a proportion of the total 4E and the grades have been estimated with a more rigorous statistical process of Simple Kriging. The cut-off was determined on a practical mining width and the known costs and mining methods regionally. Platinum Group’s independent consulting Qualified Person h as provided the resource estimate according to the SAMREC code. The reconciliation to the CIM codes is that the categories are the same. The resources are located on New Order prospecting permits that provide for the right to be converted to mining rights. Charles Muller of Minxcon is the Qualified Person (“QP”) for this report. He is registered with the SACNASP (South African Council for Natural Scientific Professions) (Registration No. 400201/04). Mr. Muller is an independent consultant with 18 years experience as a geologist, and resource evaluator. Samples were analyzed under Platinum Group’s and Anglo Platinum’s protocols including insertion of blanks, duplicates and certified reference materials in the assay stream once in every 24 or fewer samples. This is in addition to internal quality control measures undertaken by the contracted analytical facilities. Internal tests by the Company’s non-independent qualified persons in October 2008 have not resulted in resource changes but prolonged negative markets will result in resource changes.

Project 3 Resource Calculation Detail

A 14% geological loss for the Merensky Reef and UG2 Reef respectively was applied to the area to accommodate for areas of potentially un-mineable structural and geological conditions. This geological loss considers losses for faults, dykes, potholes and areas of iron replacement pegmatite. Structural loss estimates are based on drilling, field mapping and remote sense data which include a high resolution aeromagnetic survey and a 3D seismic survey.  The Merensky mineral resource estimate is based on 24 boreholes with 27 intercepts and the UG2 is based on 15 intercepts within the 224.28 hectare area. The prill split has been calculated by weighted averages as a proportion of the total 4E and the grades have been estimated with a more rigorous statistical process of Simple Kriging. (The prill splits and 4E estimates have been tested for reasonableness by kriging on the individual elements).   Copper and nickel as well as the minor platinum group elements have also been estimated with a statistical process of Simple kriging. The cut-off was determined on a practical mining width and the known costs and mining methods regionally. Platinum Group’s independent consulting Qualified Person has provided the mineral resource estimate according to the SAMREC code. The reconciliation to the CIM codes is that the categories are the same. The resources are located on new order prospecting permits that provide for the right to be converted to mining rights.  Charles Muller of Minxcon is the Qualified Person for this report. He is registered with the South African Council for Natural Scientific Professions (“SACNASP”) (Registration No. 400201/04).

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

Northern Limb, Bushveld - War Springs and Tweespalk Properties

On June 3, 2002, the Company acquired an option to 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.  The Company now holds New Order prospecting permits on 100% of this territory.  Acquisition and exploration costs on these properties to May 31, 2009 total $3,358,074 (August 31, 2008 - $3,524,754) after netting out $613,644 in recovered costs (August 31, 2008 - $211,840).  The Company can settle the vendors’ residual interests in these mineral rights at any time for US$690 per hectare. The Company pays annual prospecting fees to the vendors of US$3.25 per hectare. 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.

Black Economic Empowerment groups Africa Wide, a subsidiary of Wesizwe Platinum Ltd. and Taung Minerals (Pty) Ltd., a subsidiary of Platmin Limited, have each acquired a 15% interest in the Company’s rights to the War Springs project carried to bankable feasibility. The Company retains a net 70% project interest.  Africa Wide also has a 30% participating interest in the Tweespalk property.

On March 5, 2009 the Company announced an agreement with the Japan Oil, Gas and Metals National Corporation, an incorporated administrative institution of the Government of Japan, whereby they may earn up to a 35% interest in the Company’s rights to the War Springs project for an optional work commitment of US$10 million over 5 years.  The first year firm commitment is US$500,000.

On March 17, 2008 the Company published a revised and updated resource calculation for the War Springs property based on drilling and exploration work conducted in the last three years.  Details are as follow:

Reef	Cut-off 3E	Tonnage	3E			Ni		Cu		Channel Width
	cmg/t	T	g/t	G	Moz	%	t	%	t	cm
B Reef	300	20,934,894	0.95	19,947,131	0.641	0.18	35,870	0.14	27,863	657
C Reef	300	26,030,561	1.24	32,192,522	1.035	0.08	25,812	0.06	19,388	875
Total	300	46,965,455	1.11	52,139,652	1.676	0.13	64,965	0.10	49,868	734

Reef	Prill Splits
	Pt		Pd		Au
	g/t	%	g/t	%	g/t	%
B Reef	0.32	34	0.55	58	0.08	8
C Reef	0.20	16	0.97	78	0.07	6

The War Springs Mineral Resource is characterised by two distinct reef layers, termed the "B" and "C" reefs. Both reefs are typically greater than 6 metres thick. The reefs outcrop on surface and extend down dip in parallel sheets at a 65 degree angle to a depth of 400 metres, remaining open at depth. A 5% geological loss has been applied.  Eighteen holes had been completed by the end of May 2005, relating to 7,433 metres of drilling. A total of 8,188 samples were collected for the determination of elements Platinum, Palladium, Gold, Copper and Nickel. Four additional boreholes were drilled (1,646m) during the period November 2005 to early February 2006, on high priority soil targets (Phase 2 Drilling Program). An additional 1,738 samples were collected for analysis.  Of the 22 boreholes drilled, 15 boreholes intersected the “B” Reef and 8 boreholes intersected the “C” Reef.  Drilling results from Phase 1 and 2 covering approximately 2,200 metres of strike length on a 250 metre spacing, combined with a review of the cut-off, form the basis of the updated Inferred Mineral Resource estimation reported in a NI43-101 document, compiled by Minxcon (Pty) Ltd, dated March, 2008.  Mr. Charles Muller of Minxcon is the Qualified Person for the War Springs resource estimate. Samples were analyzed under Platinum Group’s previously published protocols for the project including insertion of blanks, duplicates and certified reference materials in the assay stream once in every 24 or fewer samples. This is in addition to internal quality control measures undertaken by the contracted certified analytical facilities. Assays were completed by standard fire assay procedures with preparation at the Setpoint facility at Mokopane and final assays at Genalysis Laboratories Services Pty Ltd. in Perth Australia or Anglo Research Laboratories.

The Tweespalk and War Springs projects are currently the subject of renewed consideration. During 2008 the Company conducted new soil and geological surveys on the War Springs project.  On March 5, 2009 the Company announced an agreement with the Japan Oil, Gas and Metals National Corporation, an incorporated administrative institution of the Government of Japan, whereby they may earn up to a 35% interest in the Company’s rights to the War Springs project for an optional work commitment of US$10 million over 5 years.  The first year firm commitment is US$500,000 and work has commenced.  To date approximately US $460,000 in JOGMEC funding has been received.

Lac Des Iles Area Properties, Ontario

On May 5, 2000, New Millennium entered into an option agreement to acquire a 50% interest in the Lac des Iles River property located near Thunder Bay, Ontario in exchange for cash payments ($43,500 paid in total) and the completion of exploration expenditures. On October 6, 2006, the Company and the property vendors entered into a termination and sale agreement whereby the option agreement was cancelled and the Company purchased an undivided 100% interest in the property subject only to an underlying 2.0% Net Smelter Return Royalty. In settlement the Company made a one-time payment to the vendors of $50,000 in lieu of past and future exploration expenditure commitments not incurred.

In April 2000, and later as amended in January 2005, the Company acquired an option to earn a 50% interest in the South Legris property located near Thunder Bay, Ontario in exchange for cash payments ($105,000 paid in total) and the completion of certain exploration expenditures. On October 13, 2006, the Company and the property vendors entered into a termination and sale agreement whereby the option agreement was cancelled and the Company purchased an undivided 100% interest in the property subject only to underlying 2.0% Net Smelter Return Royalties. In settlement the Company made a one-time payment of $50,000 in lieu of past and future exploration expenditure commitments not incurred.

On June 28, 2000, New Millennium entered into an option agreement to earn up to 60% interest in the Shelby Lake property, located near Thunder Bay, Ontario in exchange for cash payments of $15,000 (paid), the issue of 30,303 shares (issued) and the completion of exploration expenditures. On October 18, 2006, the Company and the property vendor entered into a termination and sale agreement whereby the option agreement was cancelled and the Company purchased an undivided 100% interest in the property for a one-time payment of $5,000 subject only to an underlying 2.0% Net Smelter Return Royalty.

The Company has conducted small work programs on its Lac Des Iles projects during 2008 and 2009.  A 1,125 metre drill program was completed on the projects in the first quarter of 2008 and a further 978 metres was completed in February of 2009.  Encouraging exploration results for palladium, platinum, nickel and copper continue to be returned and the Company plans to invest further in this area in the future.

e) Administration Expenses

Before a non-cash charge for stock based compensation of $1,394,986 (May 31, 2008 - $638,034), and not including interest in the year of $98,233 (May 31, 2008 - $220,943), general and administrative expenses totaled $4,063,134 (May 31, 2008 - $3,667,996).  Costs described above include management and consulting fees of $364,610 (May 31, 2008 - $443,865); advisory fees of $405,000 (May 31, 2008 - $Nil) office and miscellaneous expenses of $137,105 (May 31, 2008 - $157,390); professional fees of $726,768 (May 31, 2008 - $515,316); salaries and benefits of $1,284,623 (May 31, 2008 - $1,079,542); shareholder relations expense of $286,271 (May 31, 2008 - $110,423); travel expenses of $481,090 (May 31, 2008 - $687,951); news release, print and mail out expenses of $38,730 (May 31, 2008 - $55,786) and promotion expenses of $175,741 (May 31, 2008 - $176,829).

f) Related Party Transactions

Management, consulting fees and salaries incurred with directors during the period amounted to $294,724 (May 31, 2008 - $351,280). Of this amount approximately $155,974 (May 31, 2008 - $189,197) is related to fees for the Company’s President, an amount of $138,750 (May 31, 2008 - $168,750) relates to salary for the Company’s CFO.  At May 31, 2009 there were $Nil in fees (May 31, 2008 - $Nil) owed and included in accounts payable.

The Company provides services at market rates for day-to-day administration and accounting to MAG Silver Corp. (“MAG”), a company with two common directors and a common officer, and West Timmins Mining Inc. (“WTM”), a company with three common directors and a common officer.  There are no long term obligations or commitments between the parties with relation to the provision of these services.   Fees received are credited by the Company against its own administrative costs.  

The Company received service fees of $102,131 (May 31, 2008 - $101,802) during the period from MAG.  Amounts receivable from MAG at the end of the period include an amount of $6,803 for fees due (May 31, 2008 - $6,799).

During the period the Company accrued or received service fees of $32,000 (May 31, 2008 – $81,000) from WTM.  Amounts receivable from WTM at the end of the period include an amount of $12,072 for administration fees and other trade receivables (May 31, 2008 – $6,353).

During the year ended August 31, 2005, the Company entered into an office lease agreement with Anthem Works Ltd. (“Anthem”), a company with a common director. During the period ended May 31, 2009 the Company accrued or paid Anthem $65,376 under the office lease agreement (May 31, 2008 - $67,559). The space occupied approximates one third of 6,050 square feet in a first tier building located in downtown Vancouver, British Columbia. The rental rate was negotiated on an “arm’s length basis”. The Company has an obligation to rent the premises until September 30, 2009 at a rate of $7,213 per month.

All of the above 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.

g) Shareholder Relations’ Expenses

Shareholder relations’ expense during the period totaled $286,271 (May 31, 2008 - $110,423). The increase from the prior period is due to the deployment of additional resources in this area and new staff being engaged to handle additional communication requirements during the volatile and negative market events of late 2008 and early 2009.  The Company manages its shareholder relations as an internal function and the Company actively seeks to raise its profile with both retail and institutional investors.  From June 2005 to present Mr. Tony Mahalski of LM Associates in London, U.K., has been engaged for a fee of GBP 1,000 per month for the purpose of general business development and the raising of the Company’s profile in Europe.

h) Travel and Promotion Expenses

Travel expenses for the period amounted to $481,090 (May 31, 2008 - $687,951).  These activities relate to the supervision of ongoing operations in South Africa and Canada, new property investigations and meetings with potential and current institutional and sophisticated investors. Travel related to all of these activities was lower during the period than in the same period in 2008.  Promotional expenses in the period amounted to $175,741 (May 31, 2008 - $176,829) and these costs relate to design work, media relations, printed material, postage and trade show attendance and efforts were made to reduce such costs during the period.

i) Property Acquisition and Capital Expenses

Property acquisition expenditures and capital costs during the period totaled $67,094 (May 31, 2008 - $223,956). These expenditures were incurred to acquire or maintain option rights to South African mineral properties.

The Company evaluates its property interests on an ongoing basis and intends to abandon properties that fail to remain prospective. Apart from a possible buy-out of the War Springs and Tweespalk properties, the Company has no other required property acquisition payments due to vendors under mineral property option agreements.  At the time of writing the Company was incurring further property acquisition expenses, such as research and staking expenses, through its activities in Ontario, Canada and South Africa.

During the year ended August 31, 2008 the Company purchased surface rights adjacent to the WBJV Project 1 deposit area measuring 216.27 hectares for an amount of Rand 8.0 million (approx. C$1.09 million).  During the 2008 year the Company also entered into a binding agreement for the purchase of surface rights directly over a portion of the WBJV Project 1 deposit area measuring 358.79 hectares for an amount of Rand 15.07 million (approx. C$1.91 million).  Prior to August 31, 2008 the Company paid a 10% deposit of Rand 1.507 million (approx. C$0.20 million) for this property and the balance was paid subsequent to the end of the period upon statutory registration of the surface rights in the Company’s name.  The rights to these two properties are to the benefit of the Company only and are distinct from the 365.64 hectare Elandsfontein Farm held for the benefit of the WBJV.

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

j) Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

3.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with Canadian GAAP 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. Management has identified (i) mineral property acquisition and exploration deferred costs (ii) provision for reclamation and closure, (iii) future income tax provision (iv) stock based compensation and (v) recoverability of its interest in the WBJV as the main estimates for the following discussion. Please refer to Note 2 of the Company’s Audited consolidated financial statements for a description of all of the significant accounting policies.

Under Canadian GAAP, the Company defers all costs relating to the acquisition and exploration of its mineral properties. Any revenues received from such properties are credited against the costs of the property. When commercial production commences on any of the Company’s properties, any previously capitalized costs would be charged to operations using a unit-of-production method. The Company reviews when events or changes in circumstances indicate the carrying values of its properties to assess their recoverability and when the carrying value of a property exceeds the estimated net recoverable amount, provision is made for impairment in value.

The existence of uncertainties during the exploration stage and the lack of definitive empirical evidence with respect to the feasibility of successful commercial development of any exploration property does create measurement uncertainty concerning the estimate of the amount of impairment to the value of any mineral property. The Company relies on its own or independent estimates of further geological prospects of a particular property and also considers the likely proceeds from a sale or assignment of the rights before determining whether or not impairment in value has occurred.

Reclamation and closure costs have been estimated based on the Company’s interpretation of current regulatory requirements, however changes in regulatory requirements and new information may result in revisions to estimates. The Company recognizes the fair value of liabilities for reclamation and closure costs in the period in which they are incurred. A corresponding increase to the carrying amount of the related assets is generally recorded and depreciated over the life of the asset.

The future income tax provision is based on the liability method. Future taxes arise from the recognition of the tax consequences of temporary differences by applying enacted or substantively enacted tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of certain assets and liabilities. The Company records a valuation allowance against any portion of those future income tax assets that it believes will, more likely than not, fail to be realized.

For its 2005 fiscal year, The Company adopted CICA Handbook Section 3870 – Stock-Based Compensation and other Stock-Based Payments, which requires the fair value method of accounting for stock options. Under this method, the Company is required to recognize a charge to the income statement based on an option-pricing model based on certain assumptions. For the period ended May 31, 2009 the assumptions were as follows; no dividends were paid, a weighted average volatility of the Company’s share price of 72.33%, a weighted average annual risk free rate of 2.8 per cent and an expected life of 3.21 years. The resulting weighted average option pricing resulted in an expense for stock options in the period ended May 31, 2009 of $1,654,486. Of the $1,654,486 in cost calculated for May 31, 2009 an amount of $1,394,986 was expensed while $259,500 was capitalized to deferred mineral property exploration costs in the Company’s WBJV interest.

4.

SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are set out in Note 2 of its Financial Statements for the period ended May 31, 2009. There are several policies that are significant to the financial results of the Company.

Under Canadian GAAP, the Company defers all costs relating to the acquisition and exploration of its mineral properties. Any revenues received from such properties are credited against the costs of the property. When commercial production commences on any of the Company’s properties, any previously capitalized costs would be charged to operations over the life of the property using a unit-of-production method. The Company regularly reviews deferred exploration costs to assess their recoverability when facts and circumstances indicate that the carrying value of a property exceeds the estimated net recoverable amount, provision is made for impairment in value.

The existence of uncertainties during the exploration stage and the lack of definitive empirical evidence with respect to the feasibility of successful commercial development of any exploration property do create measurement uncertainty concerning the calculation of the amount of impairment to the value of any mineral property. The Company relies on its own or independent estimates of further geological prospects of a particular property and also considers the likely proceeds from a sale or assignment of the rights before determining whether or not impairment in value has occurred.

Future income taxes are calculated based on the liability method. Future income taxes arise from the recognition of the tax consequences of temporary differences by applying enacted or substantively enacted tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of certain assets and liabilities. The Company records a valuation allowance against any portion of those future income tax assets that it believes will, more likely than not, fail to be realized.

5.

ADOPTION OF NEW ACCOUNTING STANDARDS

Effective September 1, 2008, the Company adopted the following new presentation and disclosure standards that were issued by the Canadian Institute of Chartered Accountants.  These standards were adopted on a prospective basis without restatement of prior periods.

CICA Section 1400, General Standards of Financial Statement Presentation,

outlines the premise that in the preparation of financial statements all information required for fair presentation in accordance with generally accepted accounting principles should be included.  It also specifies the requirements for assessing an entity’s ability to continue as a going concern and disclosing any material uncertainties that cast doubt on its ability to continue as a going concern.  The Company’s disclosure reflects such assessment.

CICA Section 1535, Capital Disclosures, establishes disclosure requirements regarding an entity’s capital, including (i) an entity’s objectives, policies, and processes of managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any externally imposed capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. The Company has included disclosures recommended by Section 1535 in these interim consolidated financial statements.    

CICA Sections 3862, Financial Instruments - Disclosures and Section 3863 Financial Instruments - Presentation, replace Section 3861 Financial Instruments – Disclosure and Presentation. These new sections revise and enhance disclosure requirements while leaving presentation requirements unchanged. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.  The Company has included the recommended disclosures in these interim consolidated financial statements.   

CICA Section 3031, Inventories, provides for more guidance on the measurement and disclosure requirements for inventories. Specifically the new pronouncement requires inventories to be measured at the lower of cost or net realizable value, and provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. The new standard has had no impact on the consolidated financial position or results of operations for the current period end.

RECENT ACCOUNTING PRONOUNCEMENTS

The Canadian Institute of Chartered Accountants (“CICA”) has issued new standards which may affect the financial disclosures and results of operations of the Company for interim and annual periods beginning September 1, 2009.  The Company is currently considering the impact this will have on the Company’s financial statements.

CICA Section 3064, Goodwill and Intangible Assets, replaces Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. In February 2008, the CICA issued the new pronouncement establishing revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets.  The new standard also provides guidance for  the  treatment  of  preproduction  and  startup  costs  and  requires  that  these  costs  be expensed  as  incurred. The new standard applies to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008.  Management is currently  assessing  the  impact  of  these  new  accounting standards  on  its  financial statements. Adoption of this standard will result in the withdrawal of EIC 2 7.

Convergence with International Financial Reporting Standards (“IFRS”). In February 2008, the Canadian Accounting Standards Board confirmed that publicly accountable enterprises will be required to adopt IFRS for fiscal years beginning on or after January 1, 2011, with earlier adoption permitted. Accordingly, the conversion to IFRS will be applicable to the Company no later than the quarter ended November 30, 2011, with restatement of comparative information presented. The conversion to IFRS will impact the Company’s accounting policies, information technology and data systems, internal control over financial reporting, and disclosure controls and procedures. The transition may also impact business activities, such as foreign currency activities, certain contractual arrangements, capital requirements and compensation arrangements.

The Company is currently evaluating the future impact of IFRS on its financial statements and is in the process of preparing an IFRS transition plan.  Based on the work performed to date, management has identified several potential impacts to the Company’s financial statements as a result of adopting IFRS, with the major differences being:

i.

The overall presentation of the financial statements will change significantly, as the Company complies with increased disclosure requirements under IFRS and differing presentations of the balance sheet and statements of income and cash flows; and

ii.

Currently, IFRS rules surrounding mineral property costs and exploration costs are undergoing changes by the standard setters, and the results of changes to IFRS 6 “Resource Properties” could have a significant impact to the Company on transition.

Management is also in the process of assessing the impact of IFRS adoption on the Company’s internal controls over financial reporting, disclosure controls and procedures, information technology and data systems, financial reporting expertise and other business activities such as foreign currency transactions.  Management is currently focusing its efforts on the higher impact areas and has participated in ongoing training sessions provided by external advisors. Currently, there are no matters that would be influenced by GAAP measures, such as debt covenants, capital requirements and compensation arrangements that would be impacted by the transition to IFRS.

Management will continue to invest in training and additional resources to ensure a timely conversion.

6.

LIQUIDITY AND CAPITAL RESOURCES

Since mid calendar 2008 until early 2009 there has been a negative trend with regard to the market for metal commodities and related products as a result of global economic uncertainty, reduced confidence in financial markets, bank failures and credit availability concerns.  These macro-economic events have negatively affected the mining and minerals sectors in general.  The Company’s market capitalization has been significantly reduced.  Although these circumstances may improve over the longer term, the short term impact upon the Company’s liquidity and its ability to raise the capital required to execute its business plans going forward will be negative.  As a result the Company will consider its business plans and options carefully going forward into 2009.  The Company intends to preserve its cash balances to the greatest extent possible by curtailing capital and operational expenditures where possible.

During the period the Company issued a total of 5,167,120 (May 31, 2008 – 1,603,500) common shares for net cash proceeds of $7,589,721 (May 31, 2008 - $2,246,025). Cash proceeds are primarily spent on mineral property and surface right acquisitions, exploration and development as well as for general working capital purposes. The Company’s primary source of capital has been from the sale of equity. At May 31, 2009 the Company had cash, cash equivalents and short-term investments on hand of $2,865,872 compared to $5,575,866 at May 31, 2008.

The Company receives lump sum cash advances at various times as laid out in agreed budgets from its joint venture partners to cover the costs of the WBJV. The balance of cash outflows is made up of management and consulting fees and advisory fees of $769,610 (May 31, 2008 - $443,865) and other general and administrative expenses of $3,293,524 (May 31, 2008 - $3,224,131).

Platinum Group Metals Ltd.

(Exploration Stage Company)

Supplementary Information and MD&A

For the period ended May 31, 2009

On June 16, 2009, pursuant to an offering under a short form prospectus, the Company issued 24,999,300 units at a price of $1.40 per unit and a further 37,500 warrants at a price of $0.08 per warrant for aggregate gross proceeds of $35,002,020, including amounts exercised under an over-allotment option to the benefit of a syndicate of underwriters. A cash commission totalling 6% of gross proceeds was paid to the underwriters.  Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share, at a price of $1.75 per common share, until December 16, 2010.  

The following Table discloses the Company’s continual obligations for optional mineral property acquisition payments and contracted office and equipment lease obligations as at the date of this MD&A and at foreign exchange rates as of the date of this MD&A. Apart from a possible buy-out of the War Springs and Tweespalk properties, (which optional acquisition payment is included in the following table) the Company has no other property acquisition payments due to vendors under mineral property option agreements.  The Company has no long term debt or loan obligations. Under the terms of several of the Company’s mineral property option and purchase agreements, the Company is required to make certain scheduled acquisition payments as summarized in the table below in order to preserve the Company’s interests in the related mineral properties. In the event the Company is unable or unwilling to make these payments, it is like ly that the Company would forfeit its rights to acquire the related properties.

Payments by period in Canadian Dollars
Total		< 1 Year	1 – 3 Years	3 – 5 Years	> 5 Years
Equalization amount due Anglo Platinum1	$  28,260,000	$ 28,260,000	$ 0	$ 0	$ 0
Purchase price due Wesizwe Platinum1	$  56,720,000	$ 56,720,000	$ 0	$ 0	$ 0
Past Exploration Costs due Wesizwe Platinum1	$   2,240,000	$ 2,240,000	$ 0	$ 0	$ 0
Optional Acquisition Payments (War Springs & Tweespalk)2	$   3,535,000	$ 3,535,000	$ 0	$ 0	$ 0
Lease Obligations	$        106,800	$     24,156	$ 80,985	$ 1,659	$ 0
Totals	$ 90,861,800	$ 90,779,156	$80,985	$ 1,659	$ 0

⁽¹⁾  

The requirement to pay and the due date of these items is dependent upon the effective date of the transaction announced September 2, 2008.  The effective date is expected in mid to later 2009.  The Equalization amount is denominated in Rand and is estimated at Rand 200.79 million at July 15, 2009.  The Wesizwe purchase amount is also denominated in Rand and is set at Rand 408 million.  The Past Exploration costs due to Wesizwe are set at US $2.0 million. See discussions at item 2. a) "Results of Operations" and item 2. d) “Exploration Programs and Expenditures” above and discussion below in this section.  

⁽²⁾

The Optional Acquisition Payments for the War Springs and Tweespalk properties are denominated in US dollars. See item 2. d) “Exploration Programs and Expenditures” above.

As detailed in the table above, the Company will be required to pay an equalizing amount under the terms of the WBJV agreement based on the measured, indicated and inferred 4E PGE ounces reported in a Feasibility Study.  See item 2. a) “Results of Operations” and item 2. d) “Exploration Programs and Expenditures” above for details of how the equalizing payment will be calculated and when it will become payable.  

Also as detailed in the table above, under the terms of the proposed transaction announced September 2, 2008 to rationalize the WBJV ownership structure, the Company would be required to make both a purchase payment and past exploration cost payment to Wesizwe.  The purchase payment would be due nine months after the effective date of the final agreement.  See Item 2. a) “Results of Operations” above for more detail.

Cash at July 13, 2009 is sufficient to fund general operation costs through 2009, but will be insufficient to cover all of the payments envisioned should the proposed transaction announced September 2, 2008 become effective.  The Company is considering and analyzing various strategies to maximize shareholder value going forward.  One strategy would be to simply conserve working capital and look toward potential traditional construction financing in 2009.  A second option would be to consider a strategic partner who has the financial ability to finance Project 1 construction costs, possibly with a metal price instrument or hedge.  A third option would be to sell some or all of the South African projects at the most favorable price for shareholders.  All three options are currently being pursued.

7.

OUTSTANDING SHARE DATA

The Company has an unlimited number of common shares authorized for issuance without par value. At May 31, 2009 there were 67,816,367 shares outstanding, 4,920,125 incentive stock options outstanding and no common share purchase warrants outstanding. During the period ending May 31, 2009, the Company made no changes to the exercise price of outstanding options through cancellation and reissuance or otherwise.

At July 14, 2009 there were 92,815,667 shares outstanding, 4,832,625 incentive stock options outstanding and 12,537,150 share purchase warrants outstanding. See subsequent events for further details.

8.

DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings made pursuant to both U.S. Securities and Exchange Commission and Canadian Securities Administrators requirements are recorded, processed, summarized and reported in the manner specified by the relevant securities laws applicable to the Company. The Company operates in both Canada and the Republic of South Africa and work is ongoing to improve and modernize these controls and to ensure that they remain consistently applied in both jurisdictions. The Chief Executive Officer and the Chief Financial Officer have evaluated the Company’s disclosure control procedures as of the current period end through inquiry, review, and testing, as well as by drawing upon their own relevant experience. The Company retained an independent third party specialist in 2008 to assist in the assessment of its disclosure control pr ocedures. The Chief Executive Officer and the Chief Financial Officer have concluded that, as at May 31, 2009, the Company’s disclosure control procedures were effective. Management is also developing and implementing a plan to address disclosure controls and procedures on a forward looking basis as the Company continues to grow.

The Company also maintains a system of internal controls over financial reporting designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP. The Company retained an independent third party specialist in 2008 to assist in the assessment of its internal control procedures. The Board of Directors approves the financial statements and ensures that management discharges its financial responsibilities. The Board’s review is accomplished principally through the audit committee, which is composed of independent non-executive directors.

The audit committee meets periodically with management and auditors to review financial reporting and control matters. The Board of Directors has also appointed a compensation committee composed of non-executive directors whose recommendations are followed with regard to executive compensation.

From time to time the board may also form special sub-committees, which must investigate and report to the Board on specific topics.

During the year ended August 31, 2007, the Company effected the changes in internal control over financial reporting that have materially affected, or may materially affect, the Company’s internal control over financial reporting. The Company has (i) taken steps to improve segregation of duties and the authorization process through the addition of accounting personnel; and (ii) reviewed and refined internal control processes; and (iii) adopted and published new corporate governance policies; and (iv) reviewed and improved general controls over information technology; and (v) enhanced financial control over period close processes. During the period ended May 31, 2009 there were no significant changes with regard to internal controls.

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, and evaluating the effectiveness of the Company’s internal control over financial reporting as at each fiscal year end. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework to evaluate the effectiveness of the Company’s internal control over financial reporting as at August 31, 2008. Based on this evaluation, management has concluded that as at August 31, 2008, the Company’s internal control over financial reporting was effective.

Management’s effectiveness of internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who have expressed their opinion in their report included with the Company’s annual consolidated financial statements.

9.

NYSE Alternext US LLC CORPORATE GOVERNANCE

The Company’s common shares are listed on the NYSE Alternext US LLC (formerly the American Stock Exchange) (“AMEX”). Section 110 of the AMEX company guide permits AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to AMEX standards is posted on the Company’s website at www.platinumgroupmetals.net and a copy of such description is available by written request made to the Company.

10.

OTHER INFORMATION

Additional information relating to the Company, including the Company’s Annual Information Form for the year ended August 31, 2008 may be found on SEDAR at www.sedar.com. and on EDGAR at www.sec.gov.

11.

SUBSEQUENT EVENTS

On June 16, 2009, pursuant to an offering under a short form prospectus, the Company issued 24,999,300 units at a price of $1.40 per unit and a further 37,500 warrants at a price of $0.08 per warrant for aggregate gross proceeds of $35,002,020, including amounts exercised under an over-allotment option to the benefit of a syndicate of underwriters. A cash commission totalling 6% of gross proceeds was paid to the underwriters.  Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share, at a price of $1.75 per common share, until December 16, 2010.  

Subsequent events of a non-material nature may be discussed elsewhere within this document.

12.

LIST OF DIRECTORS AND OFFICERS

a) Directors:

R. Michael Jones

Frank R. Hallam (Secretary)

Iain McLean

Eric Carlson

Barry W. Smee

b) Officers:

R. Michael Jones (Chief Executive Officer)

Frank R. Hallam (Chief Financial Officer)

Peter C. Busse (Chief Operating Officer)

EX-99.4

News Release No. 09-177          July 15, 2009

Platinum Group Reports Third Quarter Financial Results

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM-TSX; PLG-AMEX) (“Platinum Group”) announces the publication of the Company’s financial results for the period ending May 31, 2009. For more details of the May 31, 2009 financial statements and Management’s Discussion and Analysis please see the Company’s filings on SEDAR (www.sedar.com) or on EDGAR (www.sec.gov).

Platinum Group holds a 74% interest in large scale Platinum Group Metals reserve and resource in South Africa. A definitive feasibility study was completed in July 2008 for a 250,000 ounce per year, 22 year life mine. The Company is currently;

-

commencing further drilling to expand reserves, resources and mine life; and

-

completing an independent study to confirm and update value engineering completed by the Company, including a revised mine plan and cost estimates for its main Projects.

Platinum Group is actively perusing all strategic alternatives, , to maximize shareholder value from its key projects in South Africa including building the Project 1 platinum mine using conventional debt and equity, hedging some of the project in a partnership or transaction involving a minority of the metal flow, or the sale of the Company.

The Company’s cash position at May 31, 2009 was $2.87 million. Subsequent to May 31, 2009 the Company completed a financing for gross proceeds of $35,002,020 (see details below). The Company’s cash is invested with the Royal Bank of Canada in guaranteed investment certificates or in a current account. All amounts herein are reported in Canadian dollars unless otherwise specified. The Company also held marketable securities at the period end with a market value of $1.20 million.

Accounts receivable at May 31, 2009 totalled $425,053 while accounts payable amounted to $885,807. Accounts receivable were comprised primarily of value added taxes repayable to the Company in Canada and in South Africa. Accounts payable included accrued deferred financing costs of $219,689 incurred before period end relating to the Company’s short form prospectus offering completed on June 16, 2009 and to exploration and drilling costs of $145,500 related to ongoing work on the Company’s War Springs Project in South Africa funded by the Japan Oil, Gas and Metals National Corporation. The balance of payables related to normal course administration and operations.

Total global exploration and engineering expenditures for the Company’s account, including the Company’s share of Western Bushveld Joint Venture (“WBJV”) expenditures during the period, totaled $1,111,350 (May 31, 2008 - $6,545,212). Of this amount $894,312 was for the WBJV (May 31, 2008 - $6,069,729) and $217,038 was for other exploration (May 31, 2008 - $475,483). Total WBJV exploration expenditures during the period by all WBJV partners amounted to $1,304,629 (May 31, 2008: $15,559,303).

The Company’s loss for the period ended May 31, 2009 amounted to $5.24 million or $0.08 per share as compared to $3.72 million or $0.06 per share for the comparative period in fiscal 2008. The loss includes $1,394,986 as a non-cash charge for Stock Based Compensation ($638,034 for May 31, 2008). Before the non-cash charge for Stock Based Compensation general overhead and administration costs for the period amounted to $4.06 million ($3.67 million for May 31, 2008). Professional fees of $726,768 (May 31, 2008 - $515,316) and advisory fees of $405,000 (May 31, 2008 – Nil) were higher than in the comparative period due to the Company’s work to complete the reorganization and rationalization of the WBJV and its strategic initiatives. During the period the company increased its effective interest in its core Project from 37% to 74% in a complex, tax efficient and successful transaction. The amount of salaries and benefits expense d in the period increased from $1,079,542 at May 31, 2008 to $1,284,623 at period end. The increased expense was due to lower amounts being deferred to capital costs for the WBJV, which was not as active currently as in the comparative period last year. The actual cash cost of salaries and benefits did not increase. Net interest income earned amounted to $98,233 ($220,943 for May 31, 2008).

In October 2008 the Company closed a non-brokered private placement and raised net proceeds of $7.308 million by issuance of 4,910,470 common shares at a price of $1.55 per share. A further 60,000 shares were issued at the offering price as part of a finders fee. On June 16, 2009 the Company issued 24,999,300 units under a short form prospectus at a price of $1.40 per unit and a further 37,500 warrants at a price of $0.08 per warrant for aggregate gross proceeds of $35,002,020 before a cash commission of 6% of gross proceeds was paid to a syndicate of underwriters. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share at a price of $1.75 until December 16, 2010.

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 each in exploration, mine discovery, mine construction and mine operations. The Company was formed in 2000 and is focused on the development of platinum operations.

On behalf of the Board of

Platinum Group Metals Ltd.

“Frank R. Hallam”

Chief Financial Officer and Director

- 30 -

For further information contact:

R. Michael Jones, President

or Kris Begic, Corporate Development

Platinum Group Metals Ltd., Vancouver

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

The Toronto Stock Exchange and the New York Stock Exchange - AMEX 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. 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. Forward-looking statements in this press release include, without limitation, statements regarding the timing, size and use of proceeds of the proposed private placement and the potential to increase the Company’s interest in certain of its projects. In addition, the results of the feasibility study may constitute forward-looking statements to the extent that they reflect estimates of mineralization, capital and operating expenses, metal prices and other factors. Although the Company believes the forward-looking statements in this press release are reasonab le, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in market conditions, 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 other risk factors described in he Company’s Form 40-F annual report, annual information form and other filings with the SEC and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.

EX-99.5

Form 52-109F2

Certification of interim filings - full certificate

I, R. Michael Jones, President and Chief Executive Officer of Platinum Group Metals Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Platinum Group Metals Ltd. (the “issuer”) for the interim period ended May 31, 2009.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.

Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design:  N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2009 and ended on May 31, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 15, 2009

___//signed//________________

R. Michael Jones

President & Chief Executive Officer

EX-99.6

Form 52-109F2

Certification of interim filings - full certificate

I, Frank Hallam, Chief Financial Officer of Platinum Group Metals Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Platinum Group Metals Ltd. (the “issuer”) for the interim period ended May 31, 2009.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.

Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design:  N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2009 and ended on May 31, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 15, 2009

___//signed//________________

Frank Hallam

Director & Chief Financial Officer