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  Title	Platinum Metals : 2025 Third Quarter Report
  ID	11547047
  External ID	7895824582
  Author	Unknown
  Published Date	July 11, 2025, 4:08 p.m.
  Summary	Platinum Group Metals Ltd. Interim Condensed Consolidated Financial Statements (Unaudited - expressed in thousands of United States Dollars unless otherwise noted) For the three and nine month perio
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  URL	https://www.marketscreener.com/quote/stock/platinum-group-metals-ltd-49601870/news/platinum-metals-2025-third-quarter-report-50493625/
  Sentiment	Negative: 0.02799    Neutral: 0.95063    Positive: 0.02138
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  Content ID	7376410
  Key	5ae90f8b-ff2c-4578-9794-1e8cbc38140b
  Content	Platinum Group Metals Ltd. Interim Condensed Consolidated Financial Statements (Unaudited - expressed in thousands of United States Dollars unless otherwise noted) For the three and nine month periods ended May 31, 2025 Filed: July 11, 2025 Interim Consolidated Statements of Financial Position ( unaudited in thousands of United States Dollars Contingencies and Commitments (Note 8) Approved by the Board of Directors and authorized for issue on July 11, 2025 /s/ Stuart Harshaw /s/ Diana Walters Stuart Harshaw, Director Diana Walters, Director Interim Condensed Consolidated Statements of Loss and Comprehensive Loss ( unaudited in thousands of United States Dollars except share and per share data Three months ended Nine months ended Weighted average number of common shares outstanding: Basic and diluted 104,793,682 102,480,148 103,428,469 102,299,804 PLATINUM GROUP METALS LTD. Interim Consolidated Statements of Changes in Equity unaudited in thousands of United States Dollars, except # of Common Shares The accompanying notes are an integral part of the interim condensed consolidated financial statements. Interim Consolidated Statements of Cash Flows ( unaudited in thousands of United States Dollars Nine-month period ended The accompanying notes are an integral part of the interim condensed consolidated financial statements. Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise specified except share and per share data NATURE OF OPERATIONS AND LIQUIDITY RISK Platinum Group Metals Ltd. (the " Company ") is a British Columbia, Canada company formed by amalgamation on February 18, 2002. The Company's shares are publicly listed on the Toronto Stock Exchange in Canada and the NYSE American, LLC (" NYSE American ") in the United States of America. The Company is a development stage company conducting work on mineral properties it has staked or acquired by way of option agreements in the Republic of South Africa. Key metals of economic interest on the Company's mineral properties include platinum, palladium, rhodium, gold, copper, and nickel. The Company's head office and principal place of business is located at Suite 838-1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6. The Company's registered and records office is located at Suite 2300, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5. These financial statements consolidate the accounts of the Company and its subsidiaries. Lion Battery Technologies Inc. (" Lion ") is accounted for using the equity method as the Company jointly controls Lion despite owning a majority of Lion's shares. The Company's subsidiaries and joint ventures as at May 31, 2025 are as follows: Place of incorporation Proportion of ownership interest Principal activity and operation May 31, August 31, These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. At May 31, 2025 the Company had working capital of $5,034 and a cash balance of $5,663. During the nine-month period ended May 31, 2025 the Company incurred a total comprehensive loss of $4,029 and cash outflows from operating activities of $2,269. During the nine-month period ended May 31, 2025 the Company sold 5,150,928 shares at an average price of US$1.32 for gross proceeds of $6.75 million before attributable costs of $1.1 million. Also, the Company closed a private placement with its largest shareholder for 800,000 shares at an average price of US$1.26 for gross proceeds of $1.0 million. Subsequent to period end a further 4,172,397 shares were sold at an average price of $1.60 for gross proceeds of $6.68 million before directly attributable costs of $0.17 million were deducted. As a result of the above equity sales, the Company has sufficient cash to fund its operations, working capital requirements and capital program for more than the next 12 months. The continued operations of the Company and the recoverability of the amounts shown for mineral properties is dependent upon the ability of the Company to obtain the necessary financing to complete the development of the Waterberg Projects and bring them to future profitable production. The Company does not generate cash flows from operations to fund its activities and therefore relies principally on the issuance of securities for financing. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICIES These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (" IFRS Accounting Standards ") as issued by the International Accounting Standards Board, applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. The Company's material Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise stated except share and per share data accounting policies and critical accounting estimates applied in these interim financial statements are consistent with those disclosed in Note 2 of the Company's annual consolidated financial statements as at and for the year ended August 31, 2024. Presentation Currency The Company's presentation currency is the United States Dollar (" USD Foreign Exchange Rates Used The following exchange rates were used when preparing these consolidated financial statements: Rand/USD Period-end rate: R17.9820 (August 31, 2024 R17.7676) Period average rate: R18.2045 (May 31, 2024 R18.7927) CAD/USD Period-end rate: C$1.3758 (August 31, 2024 C$1.3491) Period average rate: C$1.4044 (May 31, 2024 C$1.3580) Future Changes in Accounting Policies Not Yet Effective In April 2024, the IASB issued IFRS Accounting Standards 18, Presentation and Disclosure in Financial Statements ("IFRS 18") to replace IAS 1. IFRS 18 introduces two newly required subtotals on the face of the income statement, which includes operating profit and profit or loss before financing and income tax, and three new income statement classifications, which are operating, investing, and financing. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard on its financial statements. MINERAL PROPERTIES Waterberg Project The Company's only active mineral property is the Waterberg Project, located on the Northern Limb of the Bushveld Igneous Complex, approximately 85 km north of the town of Mokopane. To May 31, 2025, an aggregate total of $90.8 million has been funded by all parties for exploration and engineering on the Waterberg Project. Exploration and evaluation expenditures for the Waterberg Project have been capitalized. Until the Waterberg prospecting rights were transferred to Waterberg JV Resources Proprietary Limited (" Waterberg JV Co .") in 2017, all costs incurred by other joint venture partners were treated as cost recoveries by the Company. Total capitalized costs for the Waterberg Project are as follows: Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise stated except share and per share data Waterberg Mining Right On January 28, 2021, the South African Department of Mineral and Petroleum Resources (" DMR ") issued a letter to Waterberg JV Co. notifying the Company that a mining right (the " Waterberg Mining Right ") had been granted. The Waterberg Mining Right was notarially executed on April 13, 2021, was registered at the Mineral and Petroleum Titles Registration Office on July 6, 2021 and currently remains active. At May 31, 2025, the Waterberg Project covered an area of 29,161 hectares consisting of the 20,482 hectare Waterberg Mining Right, one active prospecting right, and one application for the incorporation of two adjacent farms into the Waterberg Mining Right. The one active prospecting right described above, consisting of approximately 4,190 hectares located adjacent to the north of the Waterberg Mining Right, is planned for closure during calendar 2025. History of Acquisition The Company acquired the prospecting rights which became the Waterberg Project by staking and a series of transactions during the period from approximately 2009 to 2012. On September 21, 2017, Waterberg JV Co. acquired all Waterberg Project prospecting rights in exchange for the issue of shares to all existing Waterberg joint venture partners pro rata to their joint venture interests, resulting in the Company holding a 45.65% direct interest in Waterberg JV Co., Japan Organization for Metals and Energy Security (formerly Japan Oil, Gas and Metals National Corporation) (" JOGMEC ") holding a 28.35% interest and Mnombo Wethu Consultants (Pty) Limited (" Mnombo "), as the Company's BEE partner, holding 26%. On November 6, 2017, the Company, along with JOGMEC and Mnombo closed a strategic transaction to sell to Implats 15% of Waterberg JV Co. for $30 million. The Company sold Implats an 8.6% interest for $17.2 million and JOGMEC sold a 6.4% interest for $12.8 million. Implats also acquired an option to acquire a controlling interest in the Waterberg Project, which was later terminated in June 2020, as well as a right of first refusal to match concentrate offtake terms offered to Waterberg JV Co. by a bona fide third-party. JOGMEC, or their nominee, retained a right to receive refined mineral products at the volumes produced from the Waterberg Project as well as a right to purchase or direct the sale of all or part of the project concentrate (the " Metal Rights In March 2019, JOGMEC completed the sale of a 9.755% interest in Waterberg JV Co. and the Metal Rights to Hanwa Co., Ltd. On December 12, 2023, Implats advised that in the metal price environment at that time that they were halting capital expenditures across its portfolio and therefore could not fund their pro rata share of approved Waterberg cash calls. The Company elected to cover Implats pro rata share of approved cash calls and since December 12, 2023 Implats' interest in Waterberg JV Co. has diluted from 15.0% to 14.73% (including a dilution of 0.13% in the current period) while the Company's direct interest in Waterberg JV Co. has increased concurrently. Implats has advised Waterberg JV Co. that they will consider the funding of subsequent cash calls as future circumstances allow. Appeals and Legal Matters On March 7, 2024, a group claiming to be the rightful leadership of two host communities filed an application in the High Court seeking to set aside the January 28, 2021 grant of the Waterberg Mining Right by the DMR. Many of the applicants participated in the earlier and unsuccessful appeals and court actions described above. The applicants have requested condonation for the late filing of this appeal, claim informal rights to two farms overlaying a portion of the Waterberg Mining Right area, object to the grant of the Waterberg Mining Right, and object to the DMR dismissing their appeals on or about October 13, 2022. The two farms in question are not planned to host any significant mine infrastructure. Attorneys acting on behalf of Waterberg JV Co. have filed a notice of opposition and will prepare and file an answering affidavit in due course. Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise stated except share and per share data LION BATTERY TECHNOLOGIES INC. Lion was incorporated on June 17, 2019, with the objective to research new lithium battery technology utilizing 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. On July 12, 2019, the Company and Anglo American Platinum Limited (" Amplats ") entered investment, shareholder and research agreements to facilitate Lion's objectives. Initially the Company and Amplats agreed to equally invest up to an aggregate of $4.0 million into Lion and on July 6, 2021 the Company and Amplats agreed to increase the planned funding to Lion by a further $2.73 million, to a total of up to $6.73 million, in order to allow the acceleration of certain research and commercialization activities (see below). All agreed funding into Lion by the Company and Amplats is to be exchanged for preferred shares of Lion at a price of $0.50 per share over an approximate five year period. Amplats and the Company have funded Lion equally for an aggregate $4.69 million as of May 31, 2025 as follows: The Company accounts for Lion using equity accounting as Lion is jointly controlled with Amplats. Lion pays a fee of $3 per month to the Company for general and administrative services. Research Program - Florida International University On July 12, 2019, Lion entered into a Sponsored Research Agreement (" SRA ") with Florida International University (" FIU ") to fund a $3.0 million research program over approximately three years. The SRA was subsequently amended and currently remains valid until December 31, 2025. Further time extensions and additional commercialization work is currently under consideration by all parties. 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. As the research was completed and milestones were achieved further tranches have been forwarded to FIU. Lion has provided aggregate research funding and patent filing fees to FIU in the amount of $3.85 million as of May 31, 2025. Under the SRA, 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. Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise stated except share and per share data SHARE CAPITAL Authorized Unlimited common shares without par value. Shares Issued At May 31, 2025 the Company had 107,980,547 common shares outstanding including 53,913 shares sold for net proceeds of $72 on May 30, 2025 and issued June 2, 2025 pursuant to an at-the-market offering (the " 2025 ATM" ) governed by the terms of an equity distribution agreement with BMO Capital Markets, BMO Nesbitt Burns Inc., and Beacon Securities Limited. Fiscal 2025 On November 13, 2024, the Company filed a final short form base shelf prospectus (the " 2024 Shelf Prospectus ") with the securities regulatory authorities in each of the provinces and territories of Canada and a corresponding registration statement on Form F-10 with the United States Securities and Exchange Commission. The 2024 Shelf Prospectus is valid for 25 months from the filing date. On December 5, 2024, the Company filed a supplement (the " Supplement ") to the 2024 Shelf Prospectus and announced an Equity Distribution Agreement (" EDA ") whereby the Company can sell its Common Shares from time to time until December 13, 2026, for up to $50 million in aggregate sales proceeds. During the nine-month period ended May 31, 2025, 4,350,928 shares were sold at an average price of US$1.32 for gross proceeds of $5.75 million before directly attributable costs of $0.14 million. During the three-month period ended May 31, 2025, 3,508,367 shares were sold at an average price of US$1.31 for gross proceeds of $4.61 million before directly attributable costs of $0.11 million. Subsequent to period end the Company has sold a further 4,172,397 shares at an average price of US$1.60 for gross proceeds of $6.68 million before deducting directly attributable costs of $0.17 million. During the nine-month period ended May 31, 2025, the Company has incurred $1.1 million in share issuance costs related directly and indirectly to the filing of the 2024 Shelf Prospectus, Supplement, EDA and ATM sales. On May 29, 2025, the Company closed a non-brokered private placement with Deepkloof Limited (" Deepkloof "), a subsidiary of existing major shareholder Hosken Consolidated Investments Limited (" HCI ") for 800,000 common shares at a price of US$1.26 each for gross proceeds of $1.0 million returning HCI's ownership in the Company to approximately 26% at closing. Fiscal 2024 On September 18, 2023, the Company closed a non-brokered private placement with Deepkloof for 2,118,645 common shares at a price of $1.18 each for gross proceeds of $2.5 million returning HCI's ownership in the Company to approximately 26% at closing. Incentive stock options The Company has entered into Incentive share purchase option agreements under the terms of its share compensation plan with directors, officers, consultants and employees. Under the terms of the share purchase option 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. Options of the Company are subject to vesting provisions. All exercise prices are denominated in Canadian Dollars. The following tables summarize the Company's outstanding share purchase options: Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise stated except share and per share data In fiscal 2025, the weighted average share price when options were exercised was $2.51CAD. During the nine-month period ended May 31, 2025, the Company granted 467,520 share purchase options, which will vest in three tranches on the first, second and third anniversary of the grant. During the year ended August 31, 2024, the Company granted 589,950 share purchase options, which will vest in three tranches on the first, second and third anniversary of the grant. During the period ended May 31, 2025, the Company recorded $427 of stock compensation costs (May 31, 2024 - $790) related to share purchase options, of which $412 was expensed (May 31, 2024 - $760) and $15 was capitalized to mineral properties (May 31, 2024 - $30). The Company used the Black-Scholes model to determine the grant date fair value of share purchase options granted. The following assumptions were used in valuing share purchase options granted during the period and year ended May 31, 2025 and August 31, 2024 respectively: The Company uses its historical volatility as the basis for the expected volatility assumption in the Black Scholes option pricing model. Deferred Share Units The Company has established a deferred share unit (" DSU ") plan for non-executive directors. Each DSU has the same value as one Company common share. DSUs must be retained until each director leaves the board, at which time the DSUs are redeemed. During the nine-month period ended May 31, 2025, director fees of $141 (May 31, 2024 - $135) were paid by the issuance of DSUs. An expense of $120 (May 31, 2024 - $555) was recorded in share based compensation for the revaluation of fully vested DSUs. At May 31, 2025 a total of 967,793 DSUs were issued and outstanding. Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise stated except share and per share data Restricted Share Units The Company has established a restricted share unit (" RSU ") plan for officers and certain employees of the Company. Each RSU represents the right to receive one Company common share following the attainment of vesting criteria determined at the time of the award. RSUs vest over a three-year period. During the period ended May 31, 2025, a stock compensation cost of $276 was recorded (May 31, 2024 - $315) of which $258 was expensed (May 31, 2024 - $296) and $18 was capitalized (May 31, 2024 - $19). During the period ended May 31, 2025 the Company issued 257,600 RSUs which vest equally on the first, second and third anniversary of issuance. During the nine month period ended May 31, 2025 the company issued 130,073 shares related to the redemption of outstanding RSU's. At May 31, 2025, 541,815 RSUs were issued and outstanding. RELATED PARTY TRANSACTIONS All amounts receivable and amounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment. Transactions with related parties are as follows: During the period ended May 31, 2025 $254 (May 31, 2024 - $245) was paid or accrued to independent directors for directors' fees and services. During the period ended May 31, 2025, the Company paid or accrued payments of $38 (May 31, 2024 - $40) from West Vault Mining Inc., for accounting and administrative services. The Company and West Vault Mining have one officer and director in common (Frank Hallam). In May 2018, Deepkloof made a strategic investment in the Company by way of participation in a public offering and a private placement. Through the terms of the May 2018 private placement, HCI acquired a right to nominate one person to the board of directors of the Company and a right to participate in future equity financings of the Company to maintain its pro-rata interest. HCI has exercised its right to nominate one person to the board of directors. As of May 31, 2025, HCI's ownership of the Company was reported at 27,767,994 common shares, representing a 26.0% interest in the Company. In September 2023, HCI subscribed to a private placement for 2,118,645 common shares at US$1.18 per share for gross proceeds to the Company of $2.5 million, and in May 2025 HCI subscribed to a private placement for 800,000 common shares at US$1.26 per share for gross proceeds to the Company of $1.0 million. (see Share Capital (Note 6) for further details). CONTINGENCIES AND COMMITMENTS The Company's remaining minimum payments under its office and equipment lease agreements in Canada and South Africa total approximately $0.4 million to February 2029. From period end the Company's aggregate commitments are as follows: Totals $ 140 $ 398 $ 93 $ - $ 631 SUPPLEMENTARY CASH FLOW INFORMATION Net change in non-cash working capital: Notes to the Condensed Consolidated Interim Financial Statements For the period ended May 31, 2025 unaudited in thousands of United States Dollars unless otherwise stated except share and per share data At May 31, 2025 $126 of accounts payable was capitalized to the Waterberg Project (August 31, 2024 10. SEGMENTED REPORTING The Company operates in one segment being the development of the Waterberg Project in South Africa. The Company operates in two geographical areas being Canada and South Africa. Most of the Company's non-current assets are held in South Africa. Platinum Group Metals Ltd. (A Development Stage Company) Management's Discussion and Analysis For the nine-month period ended May 31, 2025 This Management's Discussion and Analysis is prepared as of July 11, 2025 A copy of this report will be provided to any shareholder who requests it. MANAGEMENT'S DISCUSSION AND ANALYSIS This management's discussion and analysis (" MD&A ") of Platinum Group Metals Ltd. (" Platinum Group ", the " Company " or " PTM ") is dated as of July 11, 2025, and focuses on the Company's financial condition, cash flows and results of operations as at and for the nine month period ended May 31, 2025. This MD&A should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements for the period ended May 31, 2025, together with the notes thereto (the " Financial Statements The Company prepares its Financial Statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (" IFRS Accounting Standards "), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. All dollar figures included therein and in the following MD&A are quoted in United States Dollars unless otherwise noted. All references to "U.S. Dollars", "$" or to "US$" are to United States Dollars. All references to "C$" are to Canadian Dollars. All references to "ZAR", "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; 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; impacts of current and future tariffs; risks relating to deteriorating relations between South Africa and the United States; 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 (" BIC 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; 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; the impact of tariffs or trade barriers on the Company particularly a potential reduction in demand for platinum and palladium; adverse changes in relations between South Africa and the United States, affecting the Company's business; 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; 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 and annual increases in usage costs; 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. 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 https://www.sedarplus.ca and on EDGAR at https://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 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 not 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. 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 May 31, 2025, 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. The one active prospecting right described above, consisting of approximately 4,190 hectares located adjacent to the north of the Waterberg Mining Right, is planned for closure during calendar 2025. At May 31, 2025, the Company held a controlling 50.29% beneficial interest in the Waterberg Project, comprised of a direct 37.32% 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 Organization for Metals and Energy Security (formerly 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 May 31, 2025, Implats held a 14.73% 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 https://www.sedarplus.ca and on EDGAR at https://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 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 Valterra Platinum Limited (previously Anglo American Platinum Limited) (" Valterra "), 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 Valterra 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 Valterra 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 Valterra 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 nine-month period ended May 31, 2025, both Valterra and the Company invested $40,000 for 80,000 shares each. At May 31, 2025, the Company owns 52.04% of Lion, while Valterra owns 47.96%. To May 31, 2025, Valterra and the Company have funded Lion equally for an aggregate of $4.69 million as follows: 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. The Sponsored Research Agreement was subsequently amended and currently remains valid until December 31, 2025. Further extensions and additional commercialization work are currently under consideration by all parties. 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, and will lead all commercialization efforts. 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 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 conducted 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-ion (NMC811) coin and pouch cells. The SOW included additional research and development focused on improving performance and scale-up with the goal of creating prototypes for commercialization consideration. In early calendar 2025 this work was completed, and BIC is now working through final cell testing and teardown services to analyze cells at end of life. 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 and Waterberg JV Co. also utilize contract services from a professional security firm as well as consultants and temporary workers from time to time. In addition to the 8 individuals described above, one specialized consultant has been engaged from time to time in South Africa to assist with the implementation and execution of the Waterberg Social and Labour Plan (" Waterberg SLP ") as well as stakeholder and community communication and engagement activities with regard thereto. 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 nine-month period ended May 31, 2025, $1.6 million of expenditure was capitalized at the Waterberg Project for work carried out pursuant to the Stage Four and Stage Five Budgets (as defined below). This work included mineral resource geology, Waterberg DFS Update engineering, infrastructure engineering, and project area maintenance and security. Environmental management requirements and other regulatory compliance activities continue. Work on community engagement and components of the Waterberg SLP are also underway. As of May 31, 2025, $48.0 million in accumulated net costs had been capitalized to the Waterberg Project. Total expenditures on the property since inception from all investor sources to May 31, 2025, are approximately $90.8 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 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. shareholders and the board of directors of Waterberg JV Co. 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 of 2024 Implats' interest in Waterberg JV Co. was diluted by a further 0.09% to approximately 14.86%. On February 18, 2025, the board of directors of Waterberg JV Co. unanimously approved a fifth stage of work (the " Stage Five Budget ") in the amount of R42.0 million (approximately US$2.27 million) for fiscal year 2025, to allow for the continuation of work programs underway. The shareholders of Waterberg JV Co. also approved the Stage Five Budget. Implats did not fund their pro rata share of the Stage Five Budget and as a result Implats' interest in Waterberg JV Co. was diluted by a further 0.13% to 14.73%. 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 shortfalls as described above, resulting in an increase to the Company's direct holding in Waterberg JV Co. of 0.27%, bringing the Company's total direct holding to 37.32%. Implats has advised they will consider the funding of subsequent cash calls as future circumstances allow. 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, sales revenue must be confirmed by way of arrangements 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 in South Africa Obtaining reasonable terms for Waterberg Project concentrate offtake from an existing smelter/refiner in South Africa is considered the preferred option. The Company has discussed concentrate offtake terms with four South African smelter operators, including Implats, with a view to establishing formal concentrate offtake arrangements for the Waterberg Project. 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 offtake 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. An initial trade-off study was completed to determine the viability of exporting PGE concentrate from South Africa to the Kingdom of Saudi Arabia (" Saudi Arabia "). Shipping costs are expected to be generally offset by lower energy costs. The proposed smelter facility would also benefit from existing infrastructure. On December 20, 2023, the Company announced a cooperation agreement (" 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 establishment of a PGE smelter and BMR in Saudi Arabia would align with the Kingdom of Saudi Arabia's Vision 2030 initiative to develop the Saudi mining and minerals industry to become the third pillar of Saudi Arabia's gross domestic product. The Cooperation Agreement encompasses three phases; a global PGE concentrate market study (the " Market Study ") to identify potential sources of additional PGE concentrate that could augment the processing of Waterberg Project concentrate in Saudi Arabia, thereby mitigating the risk of sourcing concentrate from only one project, 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 would assume the export of PGE concentrate from the Waterberg Project in South Africa to a port facility in Saudi Arabia. The Company believes that Saudi Arabia offers an attractive investment climate that includes highly competitive energy costs, a lower taxation rate, and significant government financing incentives. On November 26 th , 2024, the Ministry of Investment for Saudi Arabia entered a memorandum of understanding with Ajlan and the Company to study and consider potential financial support for the proposed PGE smelter and BMR. The Market Study was commissioned in April 2024 and was completed in September 2024 by a globally recognized independent consulting group specializing in PGEs and associated base metal by-products. The Market Study considered several PGE and base metal projects globally that are seeking offtake and beneficiation solutions. The Market Study determined that potential concentrate sources beyond Southern Africa are too early stage, too low in PGE content and too far away to be transported economically. The analysis indicates that the combination of concentrate from the Waterberg Project and end of life auto catalysts and petrochemical catalysts, sourced from the Gulf Region, could justify the scale required to construct a long term PGE smelting and refining complex in Saudi Arabia. The estimated cost for the Smelter DFS is approximately $4.0 million. The scope for the Smelter DFS was planned to encompass options related to infrastructure, location, technical specifications, capital, and operating costs. All expenses related to the study are to be split on a 50:50 basis between Platinum Group and Ajlan, including certain costs already incurred by Platinum Group in previous beneficiation studies as described above. Upon completion of the Smelter DFS, the Cooperation Agreement gives Platinum Group and Ajlan the option to form an incorporated joint venture on a 50:50 basis, on terms to be mutually agreed, for the purpose of financing, constructing, and operating smelting and refining facilities as contemplated in the Smelter DFS. Saudi Arabia offers significant investment incentives, subject to certain criteria and an approval process, and the incorporated joint venture would apply for such incentives. Upon formation, the incorporated joint venture would then be in a position to offer concentrate offtake terms to Waterberg JV Co., the owner and, through the Company, the operator of the Waterberg Project. Construction of a Matte Furnace in South Africa and a BMR in Saudi Arabia Before Waterberg Project concentrate could be exported to Saudi Arabia for processing, a key requirement would be to secure government approval for the long-term export of unrefined precious metals in concentrate from South Africa. Platinum Group has been working with the Government of South Africa to identify local beneficiation opportunities and to analyze the possible impact of exporting concentrate on the value chain. Through these discussions the Government of South Africa has expressed their preference and support for beneficiation in South Africa. As a result, Ajlan and PTM are also studying the possibility of establishing a matte furnace in South Africa capable of smelting Waterberg concentrate. Such a facility would ideally be located at a site near the project with existing power, water and environmental authorizations. Converter matte produced from the facility could be exported to Saudi Arabia for conversion and further treatment in a BMR. End of life auto catalysts and petrochemical catalysts, sourced from the Gulf Region, could be co-processed in Saudi Arabia along with the Waterberg matte. The possibility of establishing a precious metal refinery in Saudi Arabia is also being considered. Shipping converter matte to a second facility for further processing in a BMR is not unconventional. Other integrated producers in South Africa currently operate in this manner. There are also significant logistical efficiencies which can be achieved by shipping matte. For example, shipping Waterberg concentrate to Saudi Arabia would involve the handling and trucking to port of approximately 130,000 tonnes of concentrate a year, representing about 14 truckloads a day. By comparison, transporting converter matte could reduce shipping to approximately 8,000 tonnes annually, or about 1 truckload per day. A matte furnace in South Africa would have higher energy costs than if it were in Saudi Arabia, but this would be offset by lower shipping costs. We believe that a matte furnace in South Africa would likely be able to attract concentrate from mines other than the Waterberg Project, thereby mitigating "single asset risk". Expertise and support for smelting facilities and operations currently exists in South Africa. The Company and Ajlan are in process to explore the above scenario further. Waterberg DFS Update On September 16, 2024, the Company published the results of the Waterberg DFS Update which updated and replaced the previous NI 43-101 technical report entitled "Independent Technical Report, Waterberg Project Definitive Feasibility Study and Mineral Resource Update, Bushveld Complex, South Africa" dated October 4, 2019 (" 2019 DFS "). Highlights of the Waterberg DFS Update include: Mineral reserve estimate: Proven and Probable mineral reserves increased by 20% to 23.41 million 4E oz (246.2 million tonnes at an average grade of 2.96 4E g/t, 0.08% copper (" Cu "), and 0.17% nickel (" Ni Increased Mineral Resources: Measured and Indicated mineral resources increased by 9.5% to 33.76 million 4E oz (345.03 million tonnes at an average grade of 3.04 4E g/t, 0.09% Cu and 0.18% Ni) using 2.5 4E g/t cut-off grade (2.0 4E g/t cut-off grade for F-Central Zone and F-South Zone). Inferred mineral resources increased by 6.6% to 8.52 million 4E oz (89.70 million tonnes at an average grade of 2.96 4E g/t, 0.08% Cu, and 0.15% Ni) using a 2.5 4E g/t cut-off grade (2.0 4E g/t cut-off grade for F-Central Zone and F-South Zone). Life of Mine (" LOM "): LOM increased from 45 to 54 years with annual steady state average production in concentrate of 353,208 4E oz and peak annual production of 432,950 4E oz. After-tax net present value (" NPV ") of $569 million, at an 8% real discount rate and an Internal Rate of Return (" IRR ") of 14.2% using average long term consensus metal prices as of May 2024 (" Consensus Prices " as defined below). On site LOM average cash cost (including base metal by-product credits and smelter discounts as a cost) of $658 per 4E oz, with an all-in sustaining cost (" AISC ") of $761 per 4E oz. Reduced Water Consumption: The Waterberg DFS Update models dry stack tailings technology, including a dewatering plant and dry tailings handling system, reducing estimated steady state make-up water requirements by 36% to approximately 2.85 megalitres per day and reducing the tailings impoundment surface footprint by approximately 46.0% to 155 hectares. LOM free after-tax cashflow of $6.5 billion at Consensus Prices. Estimated total project capital of $946 million, including 8.5% for contingencies, and peak capital estimated at $776 million. Mineral resources at the Waterberg Project are hosted in the T-Zone and F-Zone. The T-Zone is situated approximately 350 meters above the F-Zone with both zones striking northeast and dipping at approximately 38 degrees to the west. An arbitrary cut-off depth of 1,250-meters has been applied in all mineralized zones. Mineral resources for the Waterberg Project as reported in the Waterberg DFS Update have been estimated including the results of recent infill drilling as discussed above. Mineral resources have been estimated based on a total of 374,399 metres of diamond drilling in 474 diamond drill holes and 585 deflections and have been stated at a 2.5 4E g/t cut-off for all T-Zones, F-North and F-Boundary Zones, and a 2.0 4E g/t cut-off for the F-Central and F-South Zones (the " Cut-Off Base Case "). In the Waterberg DFS Update, the Cut-Off Base Case was applied to the mineral resource model as an input to the mine design. At the Cut-Off Base Case, total Measured and Indicated mineral resources (which includes mineral reserves) are estimated at 345.03 million tonnes grading 3.04 4E g/t for 33.76 million 4E oz (versus 305.54 million tonnes grading 3.14 4E g/t for an estimated 30.84 million 4E oz in the 2019 DFS). Total Proven and Probable mineral reserves are estimated at 246.2 million tonnes grading 2.96 4E g/t for 23.41 million 4E oz (versus 187.51 million tonnes grading 3.24 4E g/t for 19.48 million 4E oz in the 2019 DFS). The mineral resources and reserves for the Waterberg Project are categorized and reported in terms of NI 43-101 and are tabulated below. Mineral Resource Estimate 4E cut-off, effective August 31, 2024, on 100% Project basis Prill Split Waterberg Project Aggregate Notes All mineral resources in situ. Mineral resources are reported inclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. 4E = PGE (Pt + Pd + Rh) and Au. The mineral resources stated above are shown on a 100% project basis, that is, for the Waterberg Project. Mineral resource cut-off 2.5 g/t (4E) grade except for FZ-Central and FZ-South are at 2.0 g/t cut-off grade (4E). Cut-off grade calculations performed in March 2023 and were based on the following assumptions: Metal prices: Pt at US$1,050/oz, Pd at US$1,300 /oz, Au at US$1,650/oz, Rh at US$5,000/oz, Cu at US$3.50/lb and Ni at US$8.50/lb. Unit costs: US$63.99 / t milled for F-Zones and US$76 / t milled for T-Zone (based on the 2019 DFS and escalated for inflation). Metal recoveries: 4E concentrator recoveries at 82% for F-Zones and 81% for T-Zone. Base metal recoveries for the F-Zones at 50.0% for Ni and 88.6% for Cu, T-Zone at 46.0% for Ni and 86.6% for Cu. Smelter recovery/payabilities: 83.5% for 4E and 72.0% for Cu and Ni. Conversion factor used - kg to oz = 32.15076. Numbers may not add due to rounding. A 5% and 7% geological loss were applied to the Measured / Indicated and Inferred mineral resource categories, respectively. Mineral reserves are a subset of the mineral resource envelope at the Cut-Off Base Case, and they include only Measured and Indicated mineral resources, with dilution and stope shapes considered. Mining thickness was set at 2.4 meters to 20 meters in the T-Zone and 2.4 meters to 118 meters in the F-Zone. Sublevel planning of 20 meters to 40 meters was considered in the mine plan for mineral reserves. Proven Mineral Reserve Estimate 4E g/t - Effective August 31, 2024 Probable Mineral Reserve Estimate 4E g/t - Effective August 31, 2024 Proven & Probable Mineral Reserve Estimate 4E g/t Effective August 31, 2024 Notes The mineral reserves are based on using the long hole mining method with paste backfill. A minimum stope width of 2.4 m (true width) was used. The point of reference for the mineral reserves is defined as the point where the mined ore is delivered to the processing plant. 4E = PGE (Pd + Pt + Rh) and Au. A stope cut-off grade of 2.0 g/t 4E was used for mine planning for F-Central and F-South while a 2.5 g/t 4E was used for mine planning for the T-Zone and other F-Zones in the mineral reserves estimate. Long-term metal prices assumed for cut-off grade estimates were Pt = US$1,050.00/oz, Pd = US$1,300.00/oz, Rh = US$5,000.00/oz, Au = US$1,650.00/oz, Cu = US$3.50/lb, Ni = US$8.50/lb and exchange rate 17.22 ZAR = 1 US$. Long-term metal recoveries assumed for cut-off grade estimates were 4E 82% for the F-Zones and 4E 81% for the T-Zone. A smelter recovery of 4E 83.5% was assumed for all zones. Long-term operating costs assumed for the cut-off grade estimates were US$63.99 per tonne mined for the F-Zone and US$76.09 per tonne mined for the T-Zone and include mining, processing, infrastructure, general and administration, transport, royalties, and sustaining capital. Tonnage and grade estimates include planned dilution, geological losses, external overbreak dilution, and mining losses. Numbers may not add due to rounding. Metals Markets and Price Deck Assumptions The Waterberg Project has a considerable ramp up period and a long LOM. Metals markets and foreign exchange rates are difficult to predict for 10 to 20 years in the future. The Waterberg Project financial performance has been estimated in the Waterberg DFS Update at Consensus Prices as set out in the table below. These prices were based on a review of long term (2028) consensus price forecasts assembled by Bloomberg and Select Cap IQ as of May 31, 2024. At Consensus Prices, the basket price per LOM average 4E oz is estimated at US$1,325. Rand based costs in the Waterberg DFS Update are converted to US$ at forecast real exchange rates from 2025 to 2027 and then long term for 2028 and later at 20.07 (US$/ZAR). The exchange rate assumptions within Consensus Prices are based on Oxford Economics forward projection as of May 15, 2024. Price Deck Assumptions Readers are directed to review the full text of the Waterberg DFS Update, available for review under the Company's profile on SEDAR+ at https://www.sedarplus.ca and on EDGAR at https://www.sec.gov for additional information. The Waterberg DFS Update indicates that as a result of its shallow depth, good grade and fully mechanized mining approach, the Waterberg Project can be a safe mine within the lowest quartile of the Southern Africa platinum group element industry cost curve. The Waterberg DFS Update mine plan models production at 4.8 million tonnes of ore per annum and a LOM average of 353,208 4E oz per year in concentrate. Maximum annual production is estimated in the Waterberg DFS Update at 432,950 4E oz in concentrate. The mine initially accesses the F-Central Zone orebody using a single set of twin decline tunnels (service decline and conveyor decline) with mining of 400,000 tonnes per month by fully mechanised long hole stoping methods. The Central-F steady state ore to waste ratio in the Waterberg DFS Update is a favourable 14.8 and approximately 47% of waste rock will be placed underground as backfill, with the balance to be trucked or conveyed to surface. Ore will be mucked to one of numerous underground rock breakers, from where it will be sized and then transported to surface by conveyors. Paste backfill will be utilized, allowing for a high mining extraction ratio as mining can be completed next to backfilled stopes with few internal pillars. Mining Right Grant A formal mining right application (" MRA ") for the Waterberg Project, including the Waterberg SLP, was accepted for filing by the DMR on September 14, 2018. An Environmental Impact Assessment (" EIA ") and Environmental Management Program (" EMP ") were filed with the DMR on August 15, 2019. An initial environmental authorization was granted for the Waterberg Project on August 12, 2020, with the final environmental authorization issued on November 10, 2020. The mining right for the Waterberg Project (the " Waterberg Mining Right ") was granted on January 28, 2021, notarially executed on April 13, 2021, was registered at the Mineral and Petroleum Titles Registration Office on July 6, 2021, and remains active. On March 7, 2024, a group claiming to be the rightful leadership of two host communities filed an application in the High Court seeking to set aside the January 28, 2021, grant of the Waterberg Mining Right by the DMR. Many of the applicants participated in the earlier and unsuccessful appeals against Waterberg JV Co. The applicants requested condonation for the late filing of this appeal, claim informal rights to two farms overlaying a portion of the Waterberg Mining Right area, object to the grant of the Waterberg Mining Right, and object to the DMR dismissing their previous appeals. The two farms in question are not expected to host any significant mine infrastructure. Attorneys acting on behalf of Waterberg JV Co. have filed a notice of opposition and have filed an answering affidavit seeking dismissal of the application. The DMR has also filed a notice of opposition. The Company believes that all requirements specified under the National Environmental Management Act of 1998, the MPRDA and other applicable legislation have been complied with and that the DFFE correctly approved and the DMR correctly issued the EA and the Waterberg Mining Right. Based on long term consultation and dialogue with local communities, the Company also believes that the leadership and the majority of residents in the host communities support the Waterberg Project. Since late 2021, the Member of the Executive Committee (" MEC ") for the Limpopo Department of Economic Development, Environment and Tourism, hosted several meetings and engagements and facilitated mediation sessions with representatives of Waterberg JV Co. and leaders from communities where mine infrastructure is planned to be located, to assist with the reconciliation of concerns. The MEC stated an intention to assist all stakeholders so that further investment by Waterberg JV Co. may occur. Many community concerns have been addressed. A final settlement agreement with the principal host community determining infrastructure locations was agreed and executed in April 2024. Work and negotiations on long term surface lease agreements are underway. Waterberg JV Co. remains committed to engaging and working with all host communities to ensure that all legitimate concerns are addressed, and mining operations are conducted in a harmonious and respectful manner. Waterberg JV Co. aims to optimize the Waterberg Project for the benefit of all stakeholders. Community Considerations Training for a new mechanised mining workforce is an important component of the Waterberg Project life of mine plan and the Waterberg SLP. Planning for training programs has been undertaken with the assistance of global mine training leader, NORCAT, of Sudbury, Ontario. The Waterberg DFS Update modelled a significant investment in training, focussed on the immediate area of the Waterberg Project, working in cooperation with local communities, colleges and facilities. Water supply and delivery are important issues affecting local communities near the Waterberg Project. Waterberg JV Co. and the Capricorn District Municipality continue to work cooperatively for the development of water resources to the benefit of local communities and the Waterberg Mine. Detailed hydrological work studying the utilization of known sources for significant volumes of groundwater has been conducted and has identified several large-scale water basins that are likely able to provide mine process and potable water for the Waterberg Project and local communities. Test drilling of these water basins has been completed resulting in the identification of sufficient water supplies. Earlier drilling programs conducted by the Capricorn District Municipality identified both potable and high mineral unpotable water resources in the district. Drilling by Waterberg JV Co. has identified some potable water resources. Several boreholes proximal to the Waterberg Project identified large volumes of high mineral, unpotable water not suitable for agriculture. Hydrological and mill process specialists have tested the use of this water as mine process water. In general, ground water resources identified proximal to the Waterberg Project have the potential for usage by both the Waterberg Mine and local communities. The establishment of servitudes for power line routes and detailed planning and permitting with ESKOM are also advancing. Power line environmental and servitude work is being completed by a high voltage engineering company called Private National Grid (previously TDx Power assisted Waterberg JV Co.) in coordination with ESKOM. Private National Grid has progressed electrical power connection planning for approximately a 70 km, 132MvA line to the Waterberg Project. Engineering refinement of steady state power requirements has resulted in a reduced demand of approximately 90MvA at steady state. Bulk power design and costing work for steady state requirements has commenced. ESKOM is engaged with project engineers to determine electrical power sources and availability. A temporary power line for the construction period from the nearby grid at Bochum is being designed and costed. Community engagement regarding power line routes and completion of an EIA for the power line routes is in process. ESKOM is experiencing power generation constraints leading to load-shedding, being the deliberate and scheduled shutdown of electric power in parts of its power-distribution network, when the demand strains the capacity of the system. Alternative renewable energy sources are also being considered for the Waterberg Project. One such option envisages a solar panel farm, including battery storage, to be built by a third-party operator at a suitable location near the Waterberg Project. The cost of construction would be carried by the third-party operator and the power provided would be charged to Waterberg JV Co. at rates that would include a return of capital to the third-party operator. Social and Labour Plan The Waterberg SLP was developed pursuant to DMR guidelines for social and labour plans and has been submitted in accordance with section 46 of the MPRDA together with the Waterberg MRA, which right was granted on January 28, 2021, and registered on July 6, 2021. The objective of the Waterberg SLP is to align the Company's social and labour principles with the related requirements established under the Mining Charter, as applicable from time to time. These requirements Attachments Original document Permalink Disclaimer Platinum Group Metals Ltd. published this content on July 11, 2025 , and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT) , unedited and unaltered, on July 11, 2025 at 21:04 UTC
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