Platinum Group Metals Ltd.

(A Development Stage Company)

Management's Discussion and Analysis

For the Period ended November 30, 2024

This Management's Discussion and Analysis is prepared as of January 14, 2025

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

PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

MANAGEMENT'S DISCUSSION AND ANALYSIS

This management's discussion and analysis ("MD&A") of Platinum Group Metals Ltd. ("Platinum Group", the "Company" or "PTM") is dated as of January 14, 2025, and focuses on the Company's financial condition, cash flows and results of operations as at and for the three month period ended November 30, 2024. This MD&A should be read in conjunction with the Company's interim condensed consolidated financial statements for the period ended November 30, 2024, together with the notes thereto (the "Financial Statements").

The Company prepares its Financial Statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). All dollar figures included therein and in the following MD&A are quoted in United States Dollars unless otherwise noted. All references to "U.S. Dollars", "$" or to "US$" are to United States Dollars. All references to "C$" are to Canadian Dollars. All references to "R" or to "Rand" are to South African Rand. The Company uses the U.S. Dollar as its presentation currency.

PRELIMINARY NOTES

Note Regarding Forward-Looking Statements

This MD&A and the documents incorporated by reference herein contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "Forward-Looking Statements"). All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might occur in the future are Forward-Looking Statements. The words "expects", "anticipate", "estimate", "forecast" "may", "could", "might", "will", "would", "should", "intend", "believe", "target", "budget", "plan", "strategy", "goals", "objectives", "projection" or the negative of any of these words and similar expressions are intended to identify Forward-Looking Statements, although these words may not be present in all Forward-Looking Statements. Forward- Looking Statements included or incorporated by reference in this MD&A may include, without limitation, statements related to:

  • the timing and completion of sales of common shares of the Company ("Common Shares") under the 2025 ATM (as defined below);
  • the use of proceeds from the 2025 ATM and our plans and objectives with respect to the 2025 ATM;
  • the timely completion of additional required financings and potential terms thereof;
  • the completion of appropriate contractual smelting and/or refining arrangements with a third-party smelter/refiner or Impala Platinum Holdings Ltd. ("Implats");
  • the projections set forth or incorporated into, or derived from, the Waterberg DFS Update (as defined below), including, without limitation, estimates of mineral resources and mineral reserves, and projections relating to future prices of metals, commodities and supplies, currency rates, capital and operating expenses, production rate, grade, recovery and return, and other technical, operational and financial forecasts;
  • the approval of a water use licence and environmental permits for, and other developments related to, a deposit area discovered by the Company on the Waterberg property (the "Waterberg Project") located on the Northern Limb of the Bushveld Igneous Complex in South Africa, approximately 85 km north of the town of Mokopane;
  • the Company's expectations with respect to the outcome of a review application in the High Court of South Africa (the "High Court") to set aside a decision by the Minister of the Department of Forestry, Fisheries and the Environment ("DFFE") to refuse condonation for the late filing of the appeal by individuals from a community group against the grant of an Environmental Authorization ("EA") for the Waterberg Project;
  • the Company's expectations with respect to the outcome of an application in the High Court seeking to declare invalid the grant of a mining right to Waterberg JV Resources Proprietary Limited ("Waterberg JV Co.") by the South African Department of Mineral and Petroleum Resources ("DMR") on January 28, 2021;
  • the negotiation and execution of long term access agreements, on reasonable terms, with communities recognized as titled landowners of three farms where surface and underground mine infrastructure is planned, and rezoning for mining use;

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

  • the development of performance indicators to measure and monitor key environmental, social sustainability and governance activities at the Waterberg Project;
  • risks related to geopolitical events and other uncertainties, such as Russia's invasion of Ukraine and conflicts in the Middle East;
  • the adequacy of capital, financing needs and the availability of and potential for obtaining further capital;
  • the ability or willingness of the shareholders of Waterberg JV Co to fund their pro rata portion of the funding obligations for the Waterberg Project;
  • revenue, cash flow and cost estimates and assumptions;
  • the ability of state electricity utility ESKOM Holdings SOC Limited ("ESKOM") to supply sufficient power to the Waterberg Project;
  • future events or future performance;
  • development of next generation battery technology by the Company's battery technology joint venture (described below);
  • potential benefits of Lion Battery Technologies Inc. engaging The Battery Innovation Center;
  • governmental and securities exchange laws, rules, regulations, orders, consents, decrees, provisions, charters, frameworks, schemes and regimes, including interpretations of and compliance with the same;
  • developments in South African politics and laws relating to the mining industry;
  • anticipated exploration, development, construction, production, permitting and other activities on the Company's properties;
  • project economics;
  • future metal prices and currency exchange rates;
  • the identification of several large-scale water basins that could provide mine process and potable water for the Waterberg Project and local communities;
  • the Company's expectations with respect to the outcomes of litigation;
  • mineral reserve and mineral resource estimates;
  • potential changes in the ownership structures of the Company's projects;
  • the Company's ability to license certain intellectual property; and
  • the potential use of alternative renewable energy sources for the Waterberg Project;

Forward-Looking Statements are subject to a number of risks and uncertainties that may cause the actual events or results to differ materially from those discussed in the Forward-Looking Statements, and even if events or results discussed in the Forward-Looking Statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things:

  • future sales of Common Shares under the 2025 ATM;
  • the Company's additional financing requirements;
  • the effect of future debt financing on the Company and its financial condition;
  • the Company's history of losses and expectations that will continue to incur losses until the Waterberg Project reaches commercial production on a profitable basis, which may never occur;
  • the Company's negative operating cash flow;
  • the Company's ability to continue as a going concern;

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

  • uncertainty of estimated mineral reserve and mineral resource estimates, production, development plans and cost estimates for the Waterberg Project;
  • the Company's ability to bring properties into a state of commercial production;
  • the potential impact of international conflict and geopolitical tensions and events on the Company;
  • discrepancies between actual and estimated mineral reserves and mineral resources, between actual and estimated development and operating costs, between actual and estimated metallurgical recoveries and between estimated and actual production;
  • fluctuations in the relative values of the U.S. Dollar, the Rand and the Canadian Dollar;
  • volatility in metals prices;
  • the possibility that the Company may become subject to the Investment Company Act of 1940, as amended;
  • Implats or another third-party may not enter into appropriate contractual smelting and/or refining arrangements with Waterberg JV Co.;
  • the ability of the Company to acquire the necessary surface access rights on commercially acceptable terms or at all;
  • the ability of state electricity utility ESKOM to supply sufficient power to the Waterberg Project;
  • the failure of the Company or the other shareholders of Waterberg JV Co. to fund their pro rata share of funding obligations for the Waterberg Project;
  • any disputes or disagreements with the other shareholders of Waterberg JV Co. or Mnombo Wethu Consultants Proprietary Limited ("Mnombo"), a South African Broad-Based Black Economic Empowerment ("BEE") company;
  • the Company is subject to assessment by various taxation authorities, who may interpret tax legislation in a manner different from the Company, which may negatively affect the final amount or the timing of the payment or refund of taxes;
  • the Company's ability to attract and retain its key management employees;
  • contractor performance and delivery of services, changes in contractors or their scope of work or any disputes with contractors;
  • conflicts of interest among the Company's officers and directors;
  • any designation of the Company as a "passive foreign investment company" for its current and future tax years and potential adverse U.S. federal income tax consequences for U.S. shareholders;
  • litigation or other legal or administrative proceedings brought against or relating to the Company, including the review application to set aside a decision by the Minister of the DFFE to refuse condonation for the late filing of the appeal by individuals from a community group against the grant of an EA for the Waterberg Project and an application brought by a group within two local communities, claiming they represent those communities, seeking to declare invalid the grant of a mining right to Waterberg JV Co. by the DMR;
  • information systems and cyber security risks;
  • actual or alleged breaches of governance processes or instances of fraud, bribery or corruption;
  • exploration, development and mining risks and the inherently dangerous nature of the mining industry, including environmental hazards, industrial accidents, unusual or unexpected formations, safety stoppages (whether voluntary or regulatory), pressures, mine collapses, cave ins or flooding and the risk of inadequate insurance or inability to obtain insurance to cover these risks and other risks and uncertainties;
  • property zoning and mineral title risks including defective title to mineral claims or property;
  • changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, South Africa or other countries in which the Company does or may carry out business in the future;
  • equipment shortages and the ability of the Company to acquire the necessary infrastructure for its mineral properties;

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

  • environmental regulations and the ability to obtain and maintain necessary permits, including environmental authorizations and water use licences;
  • extreme competition in the mineral exploration industry;
  • delays in obtaining, or a failure to obtain, permits necessary for current or future operations or failures to comply with the terms of such permits;
  • any adverse decision in respect of the Company's mineral rights and projects in South Africa under the Mineral and Petroleum Resources Development Act of 2002 (the "MPRDA");
  • risks of doing business in South Africa, including but not limited to, labour, economic and political instability and potential changes to and failures to comply with legislation;
  • the failure to maintain or increase equity participation by historically disadvantaged South Africans in the Company's prospecting and mining operations and to otherwise comply with the amended Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018 (the "Mining Charter 2018");
  • certain potential adverse Canadian tax consequences for foreign-controlled Canadian companies that acquire Common Shares;
  • socio economic instability in South Africa or regionally, including risks of resource nationalism;
  • labour disruptions and increased labour costs;
  • interruptions, shortages or cuts in the supply of electricity or water;
  • characteristics of and changes in the tax and royalties systems in South Africa;
  • a change in community relations;
  • opposition from local and international groups, and/or the media;
  • South African foreign exchange controls impacting repatriation of profits;
  • land restitution claims or land expropriation;
  • restriction on dividend payments;
  • the risk that the Common Shares may be delisted;
  • volatility in the price of the Common Shares;
  • the exercise or settlement of stock options, restricted share units, or warrants resulting in dilution to the holders of Common Shares;
  • future sales of equity securities decreasing the value of the Common Shares, diluting investors' voting power, and reducing our earnings per share;
  • enforcing judgements based on the civil liability provisions of United States federal securities laws;
  • pandemics and other public health crises;
  • global financial conditions;
  • government imposed shutdowns or expense increases;
  • water license risks; and
  • other risks disclosed under the heading "Risk Factors" in this MD&A and in the Company's Annual Information Form for the year ended August 31, 2024 ("2024 AIF"), and annual report on Form 40-F for the year ended August 31, 2024, as filed with the United States Securities and Exchange Commission ("2024 40-F").

These factors should be considered carefully, and investors should not place undue reliance on the Company's Forward- Looking Statements. In addition, although the Company has attempted to identify important factors that could cause actual actions or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions or results not to be as anticipated, estimated or intended.

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

Any Forward-Looking Statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any Forward-Looking Statement, whether because of new information, future events or results or otherwise.

Legislation and Mining Charter 2018

The MPRDA, the Mining Charter 2018, and related regulations in South Africa required that Waterberg JV Co.'s BEE shareholder(s) own a 26% equity interest in Waterberg JV Co. to qualify for the grant of a mining right. Within five years of the effective date of a mining right, this BEE shareholding must be increased to 30%. The DMR had obtained an exemption from applying the generic BEE Codes of Good Practice ("Generic BEE Codes") under the Broad Based Black Economic Empowerment Act of 2003 until October 31, 2016, then extended until December 31, 2016. No further exemption was obtained thereafter, and, as a matter of law, the Generic BEE Codes now apply to the issuance and maintenance of licenses and other authorizations. As a matter of practice, the DMR has continued to apply the provisions of Mining Charter 2018 rather than the Generic BEE Codes.

For a comprehensive discussion of Mining Charter 2018 and the Generic BEE Codes, please refer to the section entitled "Risk Factors" in the 2024 AIF and the separate 2024 40-F, which was also filed by the Company, as well as in the documents incorporated by reference therein. The 2024 AIF and the 2024 40-F may be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Mineral Reserves and Resources

The mineral resource and mineral reserve figures referred to in this MD&A and the documents incorporated herein by reference are estimates and no assurances can be given that the indicated levels of platinum, palladium, rhodium and gold (collectively referred to as "4E", or "PGEs") will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource and mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.

Note to U.S. Investors Regarding Reserve and Resource Estimates

The Waterberg DFS Update (as defined below) has been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the United States Securities and Exchange Commission's ("SEC") Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations and Item 601(b)(96) Technical Report Summary of Regulation S-K (collectively, "S-K 1300"). The technical and scientific information contained in this MD&A has been prepared in accordance with NI 43-101, which differs from the standards adopted by the SEC in S-K 1300. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the mineral reserve disclosure requirements of the SEC. Accordingly, the technical and scientific information contained in this MD&A, including mineral reserve and mineral resource information included and incorporated by reference in this MD&A, may not be comparable to similar information disclosed by U.S. companies subject to the disclosure requirements of the SEC in S-K 1300.

Technical and Scientific Information

The technical and scientific information contained in this MD&A, including, but not limited to, all references to and descriptions of technical reports and studies, has been reviewed by Robert van Egmond, P.Geo., a consultant geologist to the Company and a former employee. Mr. van Egmond is a "qualified person" as defined in NI 43-101 and S-K 1300 (a "Qualified Person") and is independent within the meaning of NI 43-101.

Adoption of Amendments to Accounting Standards

In October 2022, the International Accounting Standards Board issued Non-current Liabilities with Covenants (Amendments to IAS 1). The amendments to IAS 1 affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

disclosed about those items. The adoption of the amendments to the standard did not materially impact the financial statements of the Company.

Non-GAAP Measures

This MD&A may include certain terms, technical information or performance measures commonly used in the mining industry ("Mining Information") that are not defined and do have any standardized meaning under IFRS Accounting Standards, and therefore may not be comparable to other issuers. We believe that, in addition to conventional financial measures prepared in accordance with IFRS Accounting Standards, certain investors use this Mining Information to evaluate our performance. The Mining Information should not be considered in isolation or as a substitute for financial measures of performance prepared in accordance with IFRS Accounting Standards.

1. DESCRIPTION OF BUSINESS Overview

Platinum Group Metals Ltd. is a British Columbia, Canada company formed on February 18, 2002, pursuant to 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 a platinum and palladium focused exploration and development company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa.

The Company's business is currently focused on the engineering and development of the Waterberg Project, which hosts a PGE and base metal bearing deposit discovered in 2011 by the Company as a result of a regional exploration initiative targeting a previously unknown extension to the Northern Limb of the Bushveld Igneous Complex in South Africa. The Waterberg Project is located approximately 85 km north of the town of Mokopane. At November 30, 2024, the Waterberg Project covered an area of 29,161 hectares consisting of the Waterberg Mining Right (as defined below), one active prospecting right, and one application for the incorporation of two adjacent farms into the Waterberg Mining Right. Of the total project area, 20,482 hectares are covered by the Waterberg Mining Right.

At November 30, 2024, the Company held a controlling 50.16% beneficial interest in the Waterberg Project, comprised of a direct 37.19% interest and an indirect 12.97% interest through its 49.9% shareholding in Mnombo. The Company is currently the operator of the Waterberg Project, as directed by the technical committee of Waterberg JV Co. Mnombo currently retains a 26.0% direct interest in Waterberg JV Co. Through HJ Platinum Metals Company Ltd. ("HJM"), Japan Oil, Gas and Metals National Corporation ("JOGMEC") and Hanwa Co., Ltd ("Hanwa") collectively hold 21.95% of Waterberg JV Co. Since 2023 JOGMEC and Hanwa have agreed amongst themselves to fund their future equity investments in the Waterberg Project through HJM on a 75% / 25% basis. At November 30, 2024, Implats held a 14.86% participating project interest and a right of first refusal to match concentrate offtake terms offered to Waterberg JV Co by any bona fide third-party offtaker (the "Offtake ROFR").

On September 16, 2024, the Company published the results of an updated definitive feasibility study for the Waterberg Project. On October 9, 2024, the Company filed the related technical report titled "Waterberg Definitive Feasibility Study Update, Bushveld Igneous Complex, Republic of South Africa" (the "Waterberg DFS Update") on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The Waterberg DFS Update replaces an earlier feasibility study completed and filed in September 2019. The Waterberg DFS Update is dated October 9, 2024, and was prepared by Michael Murphy, P. Eng. of Stantec Consulting Ltd., Charles J Muller, B. Sc. (Hons) Geology, Pri. Sci. Nat. of Protek Consulting (Pty) Ltd., and Gordon I Cunningham, B. Eng. (Chemical), Pr. Eng., FSAIMM of Turnberry Projects (Pty) Ltd. DRA Projects SA (Pty) Ltd., an experienced South African engineering and EPCM firm, provided the plant design and compiled the capital cost estimates for the Waterberg Project Qualified Persons. The Waterberg DFS Update also supports the disclosure of an updated independent mineral resource estimate effective August 31, 2024.

The Company and Waterberg JV Co. are assessing commercial alternatives for mine development financing and concentrate offtake. The Company is in discussion with several South African smelter operators, including Implats, with a view to establish formal concentrate offtake arrangements for the Waterberg Project. Although discussions continue, to date no formal concentrate offtake terms have been achieved. The Company is also assessing the possibility of constructing a smelter and base metal refinery ("BMR") for the processing of Waterberg Project concentrate to produce an upgraded

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

product for sale in the market without the need for treatment by a third-party offtaker. See more details at "Concentrate Offtake and Processing" below.

Lion Battery Technologies Inc.

On July 12, 2019, the Company, together with an affiliate of Anglo American Platinum Limited ("Amplats"), launched a venture through a jointly owned company, Lion Battery Technologies Inc. ("Lion"), to accelerate the development of next generation battery technology using platinum and palladium. The Company received 400,000 common shares of Lion, valued at a price of $0.01 per share, as the original founder of Lion. Under the terms of an investment agreement, both the Company and Amplats were to equally invest up to an aggregate of $4.0 million into Lion of which approximately $1.0 million would be for general and administrative expenses and the commercialization of the technology developed, subject to certain conditions. On July 6, 2021, the Company and Amplats agreed to increase the planned funding to Lion by a further $2.7 million, (to a total of up to $6.7 million) in order to allow the acceleration of certain research and commercialization activities. All agreed funding into Lion by the Company and Amplats is to be in exchange for preferred shares of Lion at a price of $0.50 per share over an approximate three to five year period.

During the period ended November 30, 2024 both Amplats and the Company invested $40,000 for 80,000 shares each. At November 30, 2024 the Company owns 52.04% of Lion, while Amplats owns 47.96%. To November 30, 2024 Amplats and the Company have funded Lion equally for an aggregate of $4.69 million as follows:

Date

Gross Funding to Lion

July 2019

$1,100

June 2020

$700

February 2021

$700

February 2022

$500

February 2023

$590

June 2023

$560

November 2023

$362

December 2023

$100

October 2024

$80

Total

$4,692

On July 12, 2019, Lion entered into an agreement (the "Sponsored Research Agreement") with Florida International University ("FIU") to fund a $3.0 million research program utilizing platinum and palladium to unlock the potential of Lithium Air and Lithium Sulphur battery chemistries to increase their discharge capacities and cyclability. On July 6, 2021, Lion agreed to increase the planned amount of research funding to FIU by a further amount of $1.0 million, for a total of up to $4.0 million. Under the Sponsored Research Agreement, Lion will have exclusive rights to all intellectual property developed and will lead all commercialization efforts.

On August 4, 2020, the U.S. Patent and Trademark Office issued Patent No. 10,734,636 B2 titled "Battery Cathodes for Improved Stability" to FIU. The patent includes the use of platinum group metals and carbon nanotubes and other innovations in a lithium battery. A second patent related to this work was issued in December 2020 and a third was issued on June 15, 2021. On October 4, 2022, the U.S. Patent and Trademark Office issued Patent No. 11,462,743 B2 titled "Battery comprising a metal interlayer" to FIU. The patent involves the use of palladium as interlayer in batteries to stabilize and enable lithium metal anodes in various existing and emerging lithium battery technologies. On February 21, 2023, the U.S. Patent and Trademark Office issued FIU a fifth patent No. 11,588,144 B2 titled "Battery Cathodes for Improved Stability". This patent involves the fabrication of cathodes using palladium as a catalyst in carbon nanotubes. Further patents are currently applied for. Under the Sponsored Research Agreement, Lion has exclusive rights to all intellectual property being developed by FIU including patents granted. Lion is also reviewing several additional and complementary opportunities focused on developing next-generation battery technology using platinum and palladium.

On June 21, 2023, the Company reported that Lion had engaged The Battery Innovation Center ("BIC") in Newberry, Indiana, to help drive commercialization of its next generation lithium-sulfur and enhanced lithium-ion (NMC) technology using the unique catalytic properties of platinum and palladium. Under an agreed scope of work (the "SOW"), during late calendar 2023 and 2024, BIC has been and continues to conduct independent small scale and large-scale trials to validate Lion's proprietary platinum and palladium based electrode composition, slurry, and films in both lithium-sulfur and lithium-

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

ion (NMC811) coin and pouch cells. The SOW also includes additional research and development focused on improving performance and scale-up with the goal of creating prototypes for commercialization consideration.

Personnel

The Waterberg Project is operated by the Company primarily utilizing its own staff and personnel. Contract drilling, geotechnical, engineering and support services are also utilized as required. The Company's complement of managers, staff, and technical personnel currently consists of 8 individuals in South Africa and 5 individuals in Canada. Platinum Group Metals (RSA) Proprietary Limited, the wholly owned South African subsidiary of the Company ("PTM RSA") and Waterberg JV Co. also utilize contract services from a professional security firm as well as consultants and temporary workers from time to time. At present, in addition to the 8 individuals described above, two specialized consultants are currently engaged in South Africa to assist with the implementation and execution of the Waterberg Social and Labour Plan ("Waterberg SLP") as well as community communication and engagement activities.

2. PROPERTIES

Under IFRS Accounting Standards, the Company capitalizes all acquisition, exploration and development costs related to mineral properties. The recoverability of these amounts is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the development of the property, and any future profitable production, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. The Company evaluates the carrying value of its property interests on a regular basis. Management is required to make significant judgements to identify potential impairment indicators. Any properties that management deems to be impaired are written down to their estimated net recoverable amount.

For more information on mineral properties, see below and Note 3 of the Financial Statements.

WATERBERG PROJECT

Recent Activities

During the period ended November 30, 2024, $0.6 million in expenditures were capitalized at the Waterberg Project for work carried out pursuant to the Stage Four Budget (as defined below). This work included mineral resource geology, Waterberg DFS Update engineering, infrastructure engineering, and project area maintenance. Baseline environmental monitoring studies continue. Work has also been carried out to identify, delineate and assess local deposits of calcrete and other aggregate materials ("Construction Aggregate") that may be suitable for road building and infrastructure pad foundations. Work on community engagement and components of the Waterberg SLP are also underway.

As of November 30, 2024, $46.9 million in accumulated net costs had been capitalized to the Waterberg Project. Total expenditures on the property since inception from all investor sources to November 30, 2024, are approximately $89.7 million.

On October 20, 2022, the Company announced that Waterberg JV Co. had approved in principle a $21 million preconstruction work program ("Work Program") for the Waterberg Project, focused on early infrastructure, de-risking and project optimization. Work items included infill and exploration drilling, initial road access, water supply, essential site facilities, a first phase accommodation lodge, a site construction power supply from state utility ESKOM, and advancement of the Waterberg SLP.

The first two stages of the Work Program totaling $6.1 million were completed in August 2023. Specific activities included infill drilling, geotechnical drilling, an exploration borehole, mineral resource estimation, Waterberg DFS Update engineering, pre-construction engineering, electrical power supply engineering and the permitting and licensing of construction aggregate borrow pits at locations identified near the planned Waterberg Project mine site.

On December 11, 2023, the board of directors of Waterberg JV Co. unanimously approved a work program in the amount of R29.8 million (approximately $1.65 million) for a third stage of work (the "Stage Three Budget") covering a six-month period from September 2023 to February 2024. The shareholders of Waterberg JV Co. also approved the Stage Three Budget, with Implats abstaining. The Stage Three Budget funded ongoing work activities, including the Waterberg DFS Update (see below), and normal project maintenance. On December 12, 2023, Implats advised that in the current operating

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PLATINUM GROUP METALS LTD. (A Development Stage Company) Management's Discussion and Analysis For the period ended November 30, 2024

environment and following their own restrictions to capital allocation across their portfolio, Implats could not fund their pro rata share of the Stage Three Budget. As a result, Implats' interest in Waterberg JV Co. was diluted by 0.049% to approximately 14.951% during the third fiscal quarter of 2024.

On April 3, 2024, the Waterberg JV Co. Board of Directors approved a fourth stage of work (the "Stage Four Budget") in the amount of R24.4 million (approximately US$1.35 million) to allow the continuation of work programs underway while the Waterberg DFS Update was finalized. On May 9, 2024, Implats again advised that in the current operating environment and following their own restriction to capital allocation across their portfolio, Implats could not fund their pro rata share of the Stage Four Budget. As a result, in the fourth fiscal quarter Implats' interest in Waterberg JV Co. was diluted by a further 0.09% to approximately 14.86%. Implats stated that it would consider the funding of subsequent cash calls as future circumstances allow.

Shareholders of Waterberg JV Co. have the right to contribute the cash contribution shortfall of any diluting shareholder, pro rata to the aggregate shareholding of all shareholders who elect to fund such a shortfall. Platinum Group alone elected to fund all of Implats' funding shortfall for the Stage Three Budget and Stage Four Budget.

The Company anticipates a new Waterberg Stage Five budget will be introduced in early calendar 2025.

A construction decision has not yet occurred and although some pre-production work is underway on the Waterberg Project, a formal start date has not yet been declared as of the date of this MD&A.

Concentrate Offtake and Processing

The Company and Waterberg JV Co. are assessing commercial alternatives for mine development financing and concentrate offtake. Before mine financing and a construction decision can be undertaken, arrangements will be required for Waterberg Project concentrate offtake or processing. The Waterberg DFS Update stated that "Additional smelting capacity may need to be constructed in the industry to be able to treat the flotation concentrate from the Waterberg Project and the other potential Northern Limb mines." Any transaction for concentrate offtake between Waterberg JV Co. and an entity involving any one or more shareholders must be entered into on a bona fide arms-length basis and for fair value. The Offtake ROFR would allow Implats the opportunity to match concentrate offtake terms offered to Waterberg JV Co. by a bona fide third-party.

Existing Smelters

Obtaining reasonable terms for Waterberg Project concentrate offtake from an existing smelter/refiner in South Africa is considered the preferred option. The Company is in discussion with several South African smelter operators, including Implats, with a view to establishing formal concentrate offtake arrangements for the Waterberg Project. Although discussions continue, to date no formal concentrate offtake terms have been achieved.

Construction of a Smelter in South Africa

As an alternative to a traditional concentrate offtake arrangement, the Company has conducted internal research and formal studies to evaluate the economic feasibility of establishing a smelter and BMR business in South Africa, jointly with third- party investors or partners, for the processing of Waterberg concentrate. Conceptually, a Waterberg matte furnace and BMR would be operated as a separate business from the Waterberg Project. Such a facility could provide fair market offtake terms to Waterberg JV Co., and possibly to other PGE miners, allowing for the production of an upgraded product for sale in the market without the need for treatment by a third-party smelter operator.

Construction of a Smelter outside South Africa

The Company is also assessing the economic feasibility of constructing a smelter and BMR to process Waterberg Project concentrate outside of South Africa. On December 20, 2023, the Company announced a Cooperation Agreement with Ajlan

  • Bros Mining and Metals Co. ("Ajlan") to study the establishment of a stand-alone platinum group metals smelter and BMR in Saudi Arabia. The Cooperation Agreement encompasses three phases; a global PGE concentrate market study (the "Market Study"), a definitive feasibility study for the construction and operation of a PGE smelter and BMR in Saudi Arabia ("Smelter DFS"), and an option to form an incorporated 50:50 joint venture following the completion of the Smelter DFS. The Smelter DFS will assume the export of PGE concentrate from the Waterberg Project in South Africa to a port facility in

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Platinum Group Metals Ltd. published this content on January 14, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 14, 2025 at 23:32:03.421.