Platinum Group Metals Ltd. will purchase and cancel US$20 million convertible notes

(Vancouver/Johannesburg) Platinum Group Metals Ltd. (PTM: TSX; PLG: US NYSE) (“Platinum Package“, “MTP“or the”Society“) entered into privately-negotiated agreements with the beneficial owners of US$20 million of the Company’s 6 7/8% convertible senior subordinated notes (the “Remarks“) due July 1, 2022 pursuant to which the Company will purchase and cancel the Bonds. The Bonds were initially sold to institutional investors on June 30, 2017. Upon purchase of the Bonds, the Company will issue to holders, on a Offering, an aggregate of 11,793,509 common shares of the Company in consideration for the unpaid principal balance of the Notes, being a price of approximately US$1.695 per share and the Company will pay accrued and unpaid interest on the Notes in cash. US$12.0 million of Notes will be purchased from an affiliate of Kopernik Global Investors, LLC. and US$8.0 million of Notes will be purchased from affiliates of Franklin Templeton Investments (“franklinAfter taking into account the purchase and cancellation of the Notes, as of today’s date, the Company’s indebtedness would be reduced to US$3.0 million.

Franklin is a “related party” of the Company (as defined by Multilateral Instrument 61-101 – Protection of holders of minority securities during special operations (“MI 61-101“)) and the Company is relying on the exemptions from both the formal valuation requirement and the minority shareholder approval requirement under Sections 5.5(a) and 5.7(1)(a) , respectively, of NI 61-101, on the basis that neither the fair market value of the subject matter of the transaction nor the fair market value of the consideration for the transaction, to the extent it involves Franklin, exceeds 25% of the Company’s market capitalization calculated in accordance with NI 61-101 has not filed a material change report more than 21 days prior to the expected closing date of the above transactions, as it traded the above transactions of accelerated way.

Closing of the above transactions will be subject to customary closing conditions, including the Toronto Stock Exchange (“TSX“) and NYSE American approvals and satisfaction of the terms of the note indenture. The common shares issuable upon purchase of the notes have not been registered under U.S. securities law of 1933, as amended, and may not be offered or sold in the United States or to United States Persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and in Canada will be subject to a four-month hold period from the date the common shares are issued for “qualifying interlisted issuers” under Section 602.1 of the Manual of the TSX Companies in connection with the listing of the Common Shares on the TSX.



About Platinum Group Metals Ltd. and the Waterberg project

Platinum Group Metals Ltd. is the operator of the Waterberg project, an underground palladium and platinum deposit located in South Africa. The Waterberg project was discovered by Platinum Group and is being jointly developed with Impala Platinum Holdings Ltd., Mnombo Wethu Consultants (Pty) Ltd., Japan Oil, Gas and Metals National Corporation and Hanwa Co. Ltd.

On behalf of the Board of

Platinum Group Metals Ltd.

Frank R. Hallam

President, CEO and Director

For more information, contact:

Kris Begic, Vice President, Corporate Development

Platinum Group Metals Ltd., Vancouver

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


Neither TSX nor NYSE American has reviewed and accepts no responsibility for the accuracy or adequacy of this press release, which was prepared by management.

This press release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of United States securities laws (collectively, “forward-looking statements”). Forward-looking statements are generally identified by words such as: believe, expect, anticipate, intend, estimate, plan, assume and similar expressions, or are those which by their nature refer to events future. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the proposed transactions to purchase Notes and Common Shares, including statements regarding their terms, the satisfaction of closing conditions, completion and implications for the Company. Although the Company believes that the forward-looking statements contained in this press release are reasonable, it cannot guarantee that the expectations and assumptions contained in these statements will prove to be correct.

The Company cautions investors that the Company’s forward-looking statements are not guarantees of future results or performance and that actual results may differ materially from those in the forward-looking statements due to a variety of factors, including the potential inability to obtain the required regulatory information. approvals and satisfy other applicable closing conditions; possible adverse effects due to the global outbreak of COVID-19 (as described above); the Company’s inability to generate sufficient cash flow or raise sufficient additional capital to make payment of its indebtedness and to comply with the terms of such indebtedness; additional financing needs; the senior secured facility with Sprott Private Resource Lending II (Collector), LP (“Sprott”) entered into on August 21, 2019 is, and any new indebtedness may be, secured and the Company has pledged its shares of Platinum Group Metals (RSA ) Proprietary Limited, the Company’s wholly owned subsidiary located in South Africa (“PTM RSA”), and PTM RSA has pledged its shares of Waterberg JV Resources Proprietary Limited (“Waterberg JV Co.”) to Sprott under the Sprott 2019 Facility, which could result in the loss of the Company’s interest in PTM RSA and the Waterberg Project in the event of default under the Sprott 2019 Facility or any new secured debt; the Company’s history of losses and negative cash flows; the Company’s ability to continue as a going concern; Company properties cannot be brought into commercial production; the uncertainty of estimated production, development plans and cost estimates for the Waterberg Project; differences 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 US dollar, rand and Canadian dollar; metal price volatility; the uncertainty of alternative funding sources for Waterberg JV Co.; the Company may become subject to US investment company law; the inability of the Company or other shareholders to finance their pro rata share of the Waterberg project financing obligations; any dispute or disagreement with other shareholders of Waterberg JV Co. or Mnombo; the Company’s ability to retain its key management and qualified and experienced personnel; conflicts of interest; litigation or other administrative proceedings brought against the Company; actual or alleged violations of governance processes or instances of fraud, bribery or corruption; exploration, development and mining risks and the inherently dangerous nature of the mining industry, and the risk of inadequate insurance or inability to obtain insurance to cover these and other risks and uncertainties ; property and mining title risks, including defective title to mining claims or property; changes in national and local laws, taxation, controls, regulations and political or economic developments in Canada and South Africa; equipment shortages and the Company’s ability to acquire necessary access rights and infrastructure for its mineral properties; environmental regulations and the ability to obtain and maintain necessary permits, including environmental clearances and water use licenses; extreme competition in the mineral exploration industry; delays in obtaining or failure to obtain permits necessary for current or future operations or failure to comply with the terms of such permits; the risks of doing business in South Africa, including, but not limited to, labor, economic and political instability and potential changes to and non-compliance with legislation; the Company’s common stock may be delisted from the NYSE American or the Toronto Stock Exchange if it fails to comply with applicable listing requirements; and other risk factors described in the Company’s most recent Form 20-F Annual Report, Annual Information Form and other filings with the United States Securities and Exchange Commission and Canadian securities regulators , which can be viewed at and www.sedar. com, respectively. The proposed amendments to the Minerals Act in South Africa, if implemented as proposed, would have a material adverse effect on the Company’s business and its potential interest in the Projects. Any forward-looking statement speaks only as of the date on which it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any forward-looking statement, whether due to new information, future events or results or otherwise.




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