TABLE OF CONTENTS

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NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are receiving this notification as Platinum Group Metals Ltd. (the "Company") has decided to use the notice and access model ("Notice and Access") provided for under recent amendments to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of meeting materials to its shareholders for its annual general meeting of shareholders to be held on Thursday, February 20, 2020 (the "Meeting").  Under Notice and Access, instead of receiving printed copies of the Company's management information circular (the "Information Circular"), financial statements for the financial year ended August 31, 2019 and management's discussion and analysis (collectively, the "Meeting Materials"), shareholders are receiving this notice with information on how they may access such Meeting Materials electronically.  However, together with this notice, shareholders continue to receive a proxy (in the case of registered shareholders) or a voting instruction form (in the case of non-registered shareholders), enabling them to vote at the Meeting.  The Company has adopted this alternative means of delivery in order to further its commitment to environmental sustainability and to reduce its printing and mailing costs.  This notice serves as a notice of meeting under section 169 of the Business Corporations Act (British Columbia).

Meeting Date, Location and Purposes

The Meeting will be held on Thursday, February 20, 2020 ("Meeting Date") at 11:00 a.m. (Pacific time) at Suite 838 - 1100 Melville Street, Vancouver, British Columbia, for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the financial year ended August 31, 2019 (with comparative statements relating to the preceding financial year) together with the report of the auditors thereon;

2. to elect the directors;

3. to appoint the auditors and to authorize the directors to fix their remuneration; 

4. to approve an amendment to the Company's share compensation plan, as more particularly described in the accompanying Information Circular;

5. if the amendment to the Company's share compensation plan in the preceding item is not approved by the shareholders at the Meeting, to re-approve the Company's existing share compensation plan without any amendment, as required every three years by the Toronto Stock Exchange ("TSX"), as more particularly described in the accompanying Information Circular and

6. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

For detailed information with respect to each of the above matters, please refer to the item bearing the corresponding title in the Information Circular.

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The Company urges shareholders to review the Information Circular before voting.

Accessing Meeting Materials Online

The Meeting Materials (and the financial statement request card) can be viewed online under the Company's profile on SEDAR at www.sedar.com, or the Company's website: http://www.platinumgroupmetals.net/investor-relations/agm_2020/.

Accompanying this notice are the Information Circular, a form of Proxy (the "Proxy") or voting information form ("VIF"), and a financial statement request form ("Request Form").  The Information Circular provides additional information relating to the matters to be addressed at the Meeting and is incorporated by reference into this notice.

Requesting Printed Meeting Materials

Any registered shareholder who wishes to receive a paper copy of the Information Circular prior to the date of the Meeting should contact the Company at 1-866-899-5450.  Any Canadian or US beneficial holder who wishes to receive a paper copy of the Information Circular prior to the date of the Meeting should contact Broadridge Investor Communication Solutions, Canada at 1-877-907-7643.  To obtain additional information about the Notice and Access provisions, or to obtain a paper copy of the Information Circular after the date of the Meeting, please contact Frank R. Hallam, the Corporate Secretary of the Company, at 1-866-899-5450.

Stratification

The Company has determined that those registered and beneficial shareholders with existing instructions on their account to receive printed materials and those registered and beneficial shareholders with addresses outside of Canada and the United States will receive printed copies of the Meeting Materials with this notice.

Voting Process

Registered Shareholders at the close of business on January 2, 2020 may vote in person at the Meeting or by proxy as follows:

By telephone: Call the toll-free number indicated on the proxy form and follow the instructions.  If you choose to vote by telephone, you cannot appoint any person other than the officers named on the form of Proxy as your proxy holder.

On the internet:  Go to the website indicated on the proxy form and follow the instructions on the screen.  If you return your proxy via the internet, you can appoint another person, who need not be a shareholder, to represent you at the Meeting by inserting such person's name in the blank space provided in the form of Proxy. Complete your voting instructions and date and sign the Proxy.  Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting.

By mail:  Complete the form of Proxy and return it in the envelope provided.  If you return your Proxy by mail, you can appoint another person, who need not be a shareholder, to represent you at the Meeting by inserting such person's name in the blank space provided in the form of Proxy.    Complete your voting instructions and date and sign the Proxy.  Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting.

In order to be valid and acted upon at the Meeting, the deadline for receiving a duly completed and executed form of Proxy or submitting a proxy by telephone or over the internet is 11:00 a.m. (Pacific time) on Tuesday, February 18, 2020, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed meeting of the shareholders.

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Beneficial Shareholders (as such term is defined in the Information Circular) may vote or appoint a proxy using their VIF at least one business day in advance of the proxy deposit deadline noted on the form.  You should carefully follow the instructions of your intermediary, including those regarding when and where the VIF is to be delivered.

For Any Questions

Shareholders with questions about Notice and Access can contact the Company at 1-866-899-5450. 

DATED at Vancouver, British Columbia, this 2^nd day of January, 2020.

BY ORDER OF THE BOARD

/s/ R. Michael Jones

R. Michael Jones

President, Chief Executive Officer & Director

MANAGEMENT INFORMATION CIRCULAR
(containing information as at January 2, 2020 unless indicated otherwise)

PROXY SUMMARY

This summary highlights information contained in this Management Information Circular (the "Information Circular"). The summary does not contain all of the information that you should consider.  Shareholders are encouraged to read the entire Information Circular carefully prior to voting.

ANNUAL GENERAL MEETING DETAILS

DIRECTOR NOMINEES

Shareholders will be asked to elect six directors to act as members of the board of directors of the Company (the "Board") until the next annual general meeting of shareholders unless an office is earlier vacated. 

 The following chart provides summary information about each director nominee.  Additional information regarding the nominees may be found beginning at page 7 of this Information Circular.

Notes:

(1) Mr. Iain McLean, current director of the Company, will not be standing for re-election at the Meeting and will cease to be a director of the Company at the Meeting.  Management expects that following the Meeting one of the elected non-NEO directors will be appointed as Chairperson of the Board.

(2) Chair of the relevant committee.

(3) Solely for purposes of service as a director within the rules and regulations of the NYSE American and under applicable securities laws.

(4) Not presently a member of the applicable committee.  Mr. Stuart Harshaw is expected to be appointed as Chairman of the Audit Committee and as a member of the Compensation Committee and the Governance and Nomination Committee in place of Mr. McLean.

PART I - VOTING INFORMATION

SOLICITATION OF PROXIES

Platinum Group Metals Ltd. (the "Company") is providing this Information Circular in connection with the management's solicitation of proxies for use at the annual general meeting of the Company (and any adjournment thereof) to be held on Thursday, February 20, 2020 at the place and for the purposes set forth in the accompanying notice of meeting (the "Notice of Meeting").  Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included.

The solicitation of Proxies will be primarily by mail, but Proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company at nominal cost.  In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of Reporting Issuers ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of common shares in the capital of the Company (the "Common Shares") held of record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in so doing.  All costs of solicitation by management will be borne by the Company. 

The Company has given notice of the Meeting in accordance with the Notice and Access provisions set out in NI 54-101, pursuant to which it has sent the Notice of Meeting, Proxy and/or voting information form ("VIF") and a Request Form but not this Information Circular, directly to its registered shareholders ("Registered Shareholders") and its beneficial shareholders ("Beneficial Shareholders").

The contents and the sending of this Information Circular have been approved by the directors of the Company.  The Company reports in United States dollars; however, all references in this Information Circular to "$" or "dollars" in this Information Circular refer to Canadian dollars unless otherwise indicated.  References to "US$" or "U.S. dollars" are used to indicate United States dollar values.

APPOINTMENT OF PROXYHOLDER

The individuals named as proxyholders in the accompanying form of Proxy are the Chief Executive Officer and Chief Financial Officer, respectively, of the Company (collectively, "Management's Nominees").  A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT THE SHAREHOLDER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF MANAGEMENT'S NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S OR COMPANY'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY.  A proxy will not be valid unless the completed form of Proxy is received by Computershare Investor Services Inc. ("Computershare"), Proxy Dept., 100 University Avenue, 8^th Floor, Toronto, Ontario, M5J 2Y1 on or before 11:00 a.m. (Pacific time) on Tuesday, February 18, 2020 (the second business day before the date of the Meeting), being 48 hours (excluding Saturdays, Sundays and holidays) before the time set for holding the Meeting.  Proxies delivered after that time will not be accepted.  However, the deadline for the deposit of proxies may be waived by the chairman of the Meeting at his sole discretion without notice.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney duly authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Company, at Suite 2300, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5 (Attention: Daniel M. Allen) at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law.  A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting.  Most shareholders of the Company are "non-registered" shareholders because the Common Shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency.  Shareholders who do not hold their Common Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only registered shareholders may vote at the Meeting.  If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in such shareholder's name on the records of the Company.  Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker.  In Canada, the vast majority of such Common Shares are registered under the name of CDS Inc. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).  Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder.  Without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for the brokers' clients.  Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings.  The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.  Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of Proxy provided by the Company to the registered shareholders.  However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.  The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge").  Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (e.g., by way of the internet or telephone).  Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting.  A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting.  The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted.

Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners" or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non-Objecting Beneficial Owners" or "NOBOs").  Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents.

The Company may utilize the Broadridge QuickVote™ service to assist NOBOs with voting their Common Shares.

This Information Circular and accompanying materials are being sent to both registered shareholders and Beneficial Shareholders.  If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.

The Company has adopted the Notice and Access procedure described in NI 54-101 and National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") to distribute its proxy-related materials to the Registered and Beneficial Shareholders.  In addition, the Company has not elected to pay to distribute its Meeting Materials to the OBOs.

The Beneficial Shareholders can expect to receive voting information by Broadridge or their brokers or their broker's agents as set out above.  The Company will reimburse intermediaries for permitted reasonable out-of-pocket costs and expenses incurred by them in mailing proxy materials to Beneficial Shareholders.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their brokers, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity.  Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to shareholders in this Information Circular and the accompanying form of Proxy and Notice of Meeting are to Registered Shareholders unless specifically stated otherwise.

VOTING OF PROXIES

The Common Shares represented by a properly executed proxy in favour of persons designated as proxyholders in the enclosed form of Proxy will:

1. be voted or withheld from voting in accordance with the instructions of the shareholder appointing the proxyholder on any ballot that may be called for; and

2. where a choice with respect to any matter to be acted upon has been specified in the form of Proxy, be voted in accordance with the specification made in such proxy.

ON A POLL, SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of Proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting.  In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of Management's Nominees to vote in accordance with their best judgment on such matters or business.  At the time of the printing of this Information Circular, management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

Only shareholders of record holding Common Shares at the close of business on the Record Date, who either personally attend the Meeting or who have completed and delivered a form of Proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders, or who is holding a valid Proxy on behalf of a shareholder who is not present at the Meeting, will have one vote, and on a poll every shareholder present in person or represented by a valid Proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Common Share registered in that shareholder's name on the list of shareholders, which is available for inspection during normal business hours at Computershare and will be available at the Meeting.  Shareholders represented by proxyholders are not entitled to vote on a show of hands.

Effective December 13, 2018, the Common Shares were consolidated (the "Share Consolidation") on the basis of one new Common Share for ten old Common Shares (1:10).  Unless otherwise stated, all information in this Information Circular regarding the issued and outstanding Common Shares, options and weighted average number and per share information has been adjusted to reflect the Share Consolidation.

To the knowledge of the directors and executive officers of the Company, the following entities beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to the voting securities of the Company as of the Record Date:

Notes:

(1) Based on information from Insider Reports filed by Hosken Consolidated Investments Limited ("HCI") publicly available on www.sedi.ca as of January 2, 2020, HCI, through its wholly owned subsidiary, Deepkloof Limited ("Deepkloof") , beneficially owns, or controls or directs, directly or indirectly, these Common Shares. John Copelyn, a director of the Company, is the Chief Executive Officer of HCI.

(2) Based on information from the United States Securities and Exchange Commission Schedule 13G filed by Franklin Resources, Inc./ Franklin Advisers, Inc. (collectively, "Franklin") publicly available on www. https://www.sec.gov/edgar.shtml as of December 10, 2019, and on information from the Company as of January 2, 2020, Franklin had sole voting and dispositive power with respect to 10,186,044 Common Shares, including 206,987 Common Shares that were delivered to Franklin in settlement of convertible notes interest payment due on January 1, 2020.

(3) Based on information Liberty Mutual Group Asset Management Inc. ("LMM") provided to the Company as of January 2, 2020, LMM beneficially owns, or controls or directs, directly or indirectly, these Common Shares.

PART II - BUSINESS OF THE MEETING

The Meeting will address the following matters:

1. Receiving the Company's audited consolidated financial statements for the financial year ended August 31, 2019, together with the auditor's report thereon.

2. Electing the directors who will serve until the next annual general meeting of shareholders.

3. Appointing the auditors that will serve until the next annual general meeting of shareholders and authorizing the Board to set their remuneration;

4. Approving an amendment to the Company's share compensation plan, as more particularly described in this Information Circular;

5. If the amendment to the Company's share compensation plan listed above is not approved by the shareholders at the Meeting, re-approving the Company's existing share compensation plan without any amendment, as required every three years by the TSX; and

6. Any such other business as may properly be brought before the Meeting.

RECEIVING THE CONSOLIDATED FINANCIAL STATEMENTS

The Board has approved the consolidated financial statements of the Company and the auditor's report thereon for the financial year ended August 31, 2019, which will be presented at the Meeting.  No approval or other action needs to be taken at the Meeting in respect of these documents.

ELECTION OF DIRECTORS

The Board has determined the number of directors to be elected at the Meeting at six and currently consists of seven directors. 

The term of office of each of the current directors will expire at the Meeting.  The persons named below will be presented for election at the Meeting as management's nominees and the persons named by management as proxyholders in the accompanying form of Proxy intend to vote for the election of these nominees.  Management does not contemplate that any of these nominees will be unable to serve as directors.  Each director elected will hold office until the next annual general meeting of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia) (the "Act").

Majority Voting Policy

On January 13, 2015, the Board adopted a majority voting policy, as amended on February 18, 2015 (the "Policy").  The Policy requires that any nominee for director who receives a greater number of votes "withheld" than votes "for" his or her election will be required to tender an offer to resign (a "Resignation Offer").  The Policy applies only to uncontested elections, which are elections of directors where the number of nominees for election as director is equal to the number of directors to be elected at such meeting.  Following a tender of a Resignation Offer, the Governance and Nomination Committee will consider the Resignation Offer and will recommend to the Board whether or not to accept or reject the Resignation Offer or to propose alternative actions.  The Governance and Nomination Committee will be expected to recommend accepting the Resignation Offer, except in situations where extraordinary circumstances would warrant the applicable director to continue to serve on the Board.  Within 90 days following the applicable annual general meeting, the Board will make a determination of the action to take with respect to the Resignation Offer and will promptly disclose by news release its decision to accept or reject the director's Resignation Offer or to propose alternative actions as referenced in the Policy.  If the Board has decided to reject the Resignation Offer or to pursue any alternative action other than accepting the Resignation Offer, then the Board will disclose in the news release its reasons for doing so.  The applicable director will not participate in either the Governance and Nomination Committee or Board deliberations on his or her Resignation Offer. 

Notes:

(1) The information as to the province/state and country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(2) The term of office of each of the directors elected at the Meeting will expire at the next annual meeting of the shareholders of the Company.

(3) The information as to securities beneficially owned, or controlled or directed, directly or indirectly, by each proposed director, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(4) Served as a director of one of the Company's predecessors from February 24, 2000 to February 18, 2002.

(5) Of these Common Shares, 9,560 are held by 599143 B.C. Ltd. (a company 50% owned by Mr. Jones and 50% owned by Mr. Jones' wife).

(6) Served as a director of one of the Company's predecessors from March 11, 1983 to February 18, 2002.

(7) Member of the Audit Committee. 

(8) Member of the Compensation Committee. 

(9) Member of Governance and Nomination Committee. 

(10) Member of the Disclosure Committee, a committee established by the Chief Executive Officer and the Chief Financial Officer to assist in the fulfillment of their responsibility to oversee the accuracy and timeliness of disclosures made by the Company.

(11) See section 1(a) "Board of Directors - Disclose identity of directors who are independent" in Schedule "A" attached to this Information Circular regarding independence. 

(12) Mr. Copelyn is the Chief Executive Officer of HCI, which is a greater than 20% shareholder of the Company and beneficially owns these Common Shares indirectly through a wholly owned subsidiary. 

(13) Management anticipates that Mr. Harshaw will be appointed to the Audit Committee, Compensation Committee and the Governance and Nomination Committee shortly after the Meeting.

APPOINTMENT OF AUDITORS

Unless such authority is withheld, the person named in the accompanying proxy intend to vote for the appointment of PricewaterhouseCoopers LLP, Chartered Accountants of Suite 700, 250 Howe Street, Vancouver, British Columbia, V6C 3S7, as auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

APPROVAL OF AMENDMENT TO THE SHARE COMPENSATION PLAN

The Company implemented the Share Compensation Plan which was previously approved by the shareholders at the annual general meeting held on February 23, 2017.  Subsection 2.2(e) of the Share Compensation Plan provides that the number of Common Shares reserved for issuance to participants under Share Compensation Plan who are non-employee directors ("NEDs") pursuant to stock options shall be limited to the lesser of: (i) 0.25% of the Common Shares then issued and outstanding (the "NED Participation Percentage Limit"); and (ii) $1,000,000 in total value of grants of Options that each director receives over the life of the Share Compensation Plan from its effective date or an annual grant value of $100,000 per director, in both cases based on a valuation determined using the Black-Scholes formula or any other formula which is widely accepted by the business community as a method for the valuation of options. The NED Participation Percentage Limit was incorporated by the Company into the Share Compensation Plan based on a variety of factors prevailing at the time the Share Compensation Plan was implemented, including the size of the Company and the benchmark policy recommendations published by proxy advisory firm Institutional Shareholder Services ("ISS") with respect to NED participation in equity compensation plans. Given the change in the current size of the Company, the Company's most recent share consolidation and the current policy recommendations of ISS, the Board and the Compensation Committee believe it is in the best in Participation Percentage Limit by increasing same from 0.25% to 1.0%.

As such, at the Meeting, the shareholders will be asked to pass an ordinary resolution approving an amendment to the Share Compensation Plan (the "Plan Amendment Resolution"), such resolution to be substantially in the following form:

"BE IT HEREBY RESOLVED, as an ordinary resolution, that:

(a) subsection 2.2(e) of the Company's share compensation plan be amended and replaced in its entirety with the following:

"(e) The number of Common Shares reserved for issuance to Participants who are non-employee directors pursuant to Options shall be limited to the lesser of: (i) 1.0% of the Common Shares then issued and outstanding; and (ii) $1,000,000 in total value of grants of Options that each director receives over the life of the Plan from the Effective Date or an annual grant value of $100,000 per director, in both cases based on a valuation determined using the Black-Scholes formula or any other formula which is widely accepted by the business community as a method for the valuation of options."

(b) all unallocated options and restricted share units ("RSUs") under the Company's Share Compensation Plan, as amended above (the "Amended Plan"), be and are hereby approved;

(c) the Company has the ability to continue granting options and awarding RSUs under the Amended Plan, until February 20, 2023, a date that is three (3) years from the date when shareholder approval is being sought; and

(d) any director or officer of the Company be and is hereby authorized to do such things and to sign, execute and deliver all documents  that such director or officer may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution."

A summary description of the Amended Plan is provided below under the heading "Securities Authorized for Issuance Under Equity Compensation Plans" and, as well, above.  The Amended Plan will continue to be a rolling 10% plan under TSX policies and the maximum aggregate number of Common Shares available for issuance under the Amended Plan at any time is 10% of the outstanding Common Shares, less any Common Shares reserved for issuance under share compensation arrangements other than the Amended Plan.  A copy of the Amended Plan will be available for viewing up to the date of the Meeting at the Company's offices at Suite 838 - 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 and at the Meeting.  In addition, a copy of the Amended Plan will be mailed free of charge, to any holder of Common Shares who requests a copy from the Secretary of the Company.  Any such requests should be mailed to the Company, at its head office, to the attention of the Secretary.

Unless otherwise directed, the persons named in the enclosed Proxy intend to vote for the approval of the Plan Amendment Resolution.

RE-APPROVAL OF SHARE COMPENSATION PLAN

Per the requirements of the TSX, the Company is required to obtain shareholder approval of the Share Compensation Plan every three years.  If the Plan Amendment Resolution substantially in the form in the preceding section is not approved by shareholders at the Meeting, the shareholders will instead be asked to pass an ordinary resolution re-approving the Share Compensation Plan in its current form, such resolution to be substantially in the following form:

"BE IT HEREBY RESOLVED, as an ordinary resolution, that:

(a) all unallocated options and restricted share units ("RSUs") under the Company's share compensation plan (the "Share Compensation Plan") be and are hereby approved;

(b) the Company have the ability to continue granting options and awarding RSUs under the Share Compensation Plan, until February 20, 2023, a date that is three (3) years from the date where shareholder approval is being sought; and

(c) any director or officer of the Company be and is hereby authorized to do such things and to sign, execute and deliver all documents  that such director or officer may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution."

In the event the shareholders do not approve the Plan Amendment Resolution or re-approve the Share Compensation Plan:

• the existing options and RSUs will continue unaffected until the expiry date or date of cessation as set out in the respective option agreements or restricted share unit agreements;

• no new options or RSUs may be granted or awarded; and

• previously granted options and awarded RSUs, that are cancelled prior to exercise or if they expire unexercised will not be available for re-grant.

A summary description of the Share Compensation Plan is provided below under the heading "Securities Authorized for Issuance Under Equity Compensation Plans".  The Share Compensation Plan is a rolling 10% plan under TSX policies and the maximum aggregate number of Common Shares available for issuance under the Share Compensation Plan at any time is 10% of the outstanding Common Shares, less any Common Shares reserved for issuance under share compensation arrangements other than the Share Compensation Plan.  A copy of the Share Compensation Plan will be available for viewing up to the date of the Meeting at the Company's offices at Suite 838 - 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 and at the Meeting.  In addition, a copy of the Share Compensation Plan will be mailed free of charge, to any holder of Common Shares who requests a copy from the Secretary of the Company.  Any such requests should be mailed to the Company, at its head office, to the attention of the Secretary.

Unless otherwise directed, the persons named in the enclosed Proxy intend to vote for the re approval of the Share Compensation Plan.

PART III - DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Effective June 30, 2005, National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") was adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted.  The corporate governance practices adopted by the Company are set out in Schedule "A" attached to this Information Circular.

PART IV - STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Information Circular, a Named Executive Officer ("NEO") of the Company means each of the following individuals:

(a) the chief executive officer ("CEO") of the Company;

(b) the chief financial officer ("CFO") of the Company;

(c) each of the Company's three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at August 31, 2019 whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 - Statement of Executive Compensation, for that financial year; and

(d) each individual who would be a NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at August 31, 2019.

During the financial year ended August 31, 2019 the Company had four NEOs: R. Michael Jones, the President and CEO of the Company; Frank R. Hallam, the CFO and Corporate Secretary of the Company; Kresimir (Kris) Begic, Vice-President Corporate Development; and Mlibo Mgudlwa, VP of the Company's wholly owned subsidiary, Platinum Group Metals (RSA) (Pty) Ltd.  Mr. Begic and Mr. Mgudlwa are not executive officers (as that term is defined under National Instrument 51-102 - Continuous Disclosure Obligations) but constitute NEOs based on paragraph (d) above.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee is responsible for ensuring that the Company has in place an appropriate plan for executive compensation and for making recommendations to the Board with respect to the compensation of the Company's officers.  The Compensation Committee ensures that total compensation paid to all active NEOs is fair and reasonable and is consistent with the Company's compensation philosophy.  The Compensation Committee is comprised of Diana J. Walters (Chair), Iain D.C. McLean and Timothy Marlow, all of whom are independent directors of the Company. 

The Company does not generate operating cash flow and relies on equity and debt financings to fund its exploration and corporate activities.  Therefore, as the Company seeks to attract, retain and motivate highly skilled and experienced NEOs, it must at the same time consider current market and industry circumstances and the Company's liquidity and ability to raise further capital.

The mineral exploration and development industry is extremely competitive and active for officers and other employees.  Since 2008 the global economic environment has been unstable, resulting in a volatile equity market.  Variable commodities market conditions and associated long term market uncertainties since 2011 have had an impact on executive compensation decisions made during the financial years ended August 31, 2015 to 2019.  The Compensation Discussion and Analysis that follows outlines the Company's executive compensation components and philosophies, which at times, was tempered by the Company's desire to preserve capital in light of uncertain economic circumstances.

Officer Compensation Philosophy and Objectives

The Company's principal goal is to create value for its shareholders.  The Company's compensation philosophy reflects this goal, and is based on the following fundamental principles:

(a) Compensation programs align with shareholder interests - the Company aligns the goals of officers with maximizing long-term shareholder value;

(b) Performance sensitive - compensation for officers should be linked to operating and market performance of the Company and fluctuate with the performance; and

(c) Offer market competitive compensation to attract and retain talent - the compensation program should provide market competitive pay in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest caliber.

The Company does not have a formal compensation program with set benchmarks; however, the Company does have an informal program designed to encourage, compensate and reward employees on the basis of individual and corporate performance, including but not limited to the Common Share price, both in the short and the long term, and to align the interests of officers with the interest of the Company's shareholders.  This alignment of interests is achieved by making long term equity-based incentives through the granting of stock options, a significant component of executive compensation (on the assumption that the performance of the Common Share price over the long term is an important indicator of long term performance).

The objectives of the compensation program in compensating the active NEOs are derived from the above-mentioned compensation philosophy and are as follows: to attract, motivate and retain highly skilled and experienced officers; to align the interests of officers with shareholders' interests and with the execution of the Company business strategy; and to tie compensation directly to those measurements and rewards based on achieving and exceeding performance expectations.

The Compensation Committee has not formally considered the implications of the risks associated with the Company's compensation policies and practices.  Notwithstanding this, risk management is a consideration of the Compensation Committee when implementing its compensation policies and the Compensation Committee does not believe that the Company's compensation policies and practices result in unnecessary or inappropriate risk taking, including risks that are likely to have a material adverse effect on the Company.

Competitive Compensation

The Company is dependent on individuals with specialized skills and knowledge related to the exploration for and development of mineral prospects, corporate finance and management.  Therefore, the Company seeks to attract, retain and motivate highly skilled and experienced officers by providing competitive compensation. The Compensation Committee reviews data related to compensation levels and programs of various companies that are similar in size to the Company and operate within the mining exploration and development industry, prior to making its recommendations to the Board.  These other companies are identified below in the section following the table under the heading entitled "Executive Compensation - Related Fees".  The Compensation Committee also relies on the experience of its members as officers and/or directors of other companies in similar lines of business as the Company in assessing compensation levels. 

The purpose of this process is to:

• understand the competitiveness of current pay levels for each executive position relative to companies with similar revenues and business characteristics;

• identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and

• establish as a basis for developing salary adjustments and short-term and long-term incentive awards for the Compensation Committee's approval and recommendation to the Board.

Elements of Officer Compensation

A combination of fixed and variable compensation is used to motivate officers to achieve overall corporate goals.  For the financial year ended August 31, 2019, the three basic components of officer compensation were:

• base salary;

• annual incentives (cash bonus); and

• share and option based awards (long-term compensation).

Base salary comprises the portion of executive compensation that is fixed, whereas annual incentives and share and option based compensation represent compensation that is "at risk" and thus may or may not be paid to the respective officer depending on: whether the officer is able to meet or exceed his or her applicable performance expectations; market performance of the Common Shares; and the Company's liquidity and ability to raise further capital in the prevailing economic environment.

No specific formulae have been developed to assign a specific weighting to each of these components.  Instead, the Compensation Committee reviews each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the officer's role and responsibilities within the Company.  The focus is on remaining competitive in the market with respect to "total compensation" as opposed to within any one component of executive compensation.

The members of the Compensation Committee have direct experience with officer compensation which enables them to make decisions on the suitability of the Company's compensation policies.  Diana J. Walters has extensive business experience in the natural resources sector, both as a private equity investor and in operating and directorship roles.  Iain D.C. McLean has extensive business experience in mine operations and senior management positions in publicly listed and private technology companies and Timothy Marlow served as a director of other publicly listed mining company in addition to being a director of the Company since 2011.  Collectively, the Compensation Committee is aware of the market compensation levels and can provide guidance on the policies required to ensure the Company has appropriate compensation policies in place.

The Compensation Committee reviews on an annual basis the cash compensation, performance and overall compensation package of each active NEO.  It then submits to the Board recommendations with respect to base salary adjustments, bonuses and participation in share and option based compensation arrangements for each NEO.

Base salary is targeted to be competitive in the marketplace in order to attract and retain qualified individuals to the Company and then typically serves as the foundation for determining annual and long-term incentive plan amounts.  The actual amount of annual incentive is decided based on individual performance and the discretion of the Compensation Committee.  Long-term compensation is targeted to be competitive in the marketplace but is positioned in such a way as to have significant pay at risk and be dependent upon the long-term success of the Company.

Base Salary

The Compensation Committee and the Board approve the salary ranges for the active NEOs.  Base salaries are set with the goal of being competitive with corporations of a comparable size and at the same stage of development, thereby enabling the Company to compete for and retain NEOs critical to the Company's long-term success.  In determining the base salary of a NEO, the Compensation Committee places equal weight on the following criteria:

• the particular responsibilities related to the position;

• salaries paid by comparable businesses;

• the experience level of the officer; and

• his or her overall performance or expected performance (in the case of a newly hired officer).

The Compensation Committee assesses these criteria, and using this information together with budgetary guidelines and other internally generated planning and forecasting tools, performs an annual assessment of the compensation of all officers' and employees' compensation levels. 

In assessing levels of compensation during the financial year ended 2019, the Compensation Committee considered qualitative elements to reflect overall market conditions, past market practices as well as a discretionary assessment of NEO performance.  Although NEO's met the majority of performance milestones in 2019, based on the Company's 2019 business objectives, the Compensation Committee recommended not to alter the base salary for any active NEO for fiscal 2020 or to materially alter the Share Compensation Plan.

Since the Company's most recently completed financial year, the Company has not retained any compensation consultant or advisor to assist the board of directors or the Compensation Committee in determining compensation for any of the Company's directors or executive officers.

The Compensation Committee has considered the following benchmark group of companies to determine and review the levels of compensation to be awarded to the NEOs during the financial year ending August 31, 2020:

This benchmark group of companies has been selected based on the stage of development of the company, market capitalization and measured and indicated resources of the companies' properties.  The Compensation Committee will use this benchmark group data to ensure that compensation levels are sufficient and competitive without exceeding average compensation for companies of the same size and stage during the financial year ending 2020.

During the financial year ended August 31, 2019, approximately: $525,000 (2018 - $525,000) was paid as base fees to the Company's President/CEO; $475,000 (2018 - $475,000) was paid as base salary for the Company's CFO; $230,000 (2018 - $230,000) was paid as a base salary for the Company's VP Corporate Development; and $230,000 (2018 - $234,212) was paid as a base salary for the VP Platinum Group Metals (RSA) (Pty) Ltd.  Employee salaries are based on fair market value and individual performance assessed by management.  Incentives and options are considered separately from base salary.

Annual Incentives (Cash Bonus)

Officers are eligible for an annual discretionary bonus, payable in cash.  The Board approves such annual incentives, relying heavily on the recommendations of the Compensation Committee in granting them.  The Compensation Committee assesses each active NEO's performance and his or her respective contribution to the Company's success, and after considering the financial and operating performance of the Company, makes a recommendation to the Board.  Competitive levels of base salary, comparisons and share and option based awards are considered when setting incentives.  Overall compensation is considered as a whole including annual incentives.  For the CEO and COO, safety is also a consideration for bonus compensation. 

Although most performance milestones in the Company's 2019 business plan were met by NEOs during the financial year ended August 31, 2019, following the financial year ended August 31, 2019 and as at the date of this Information Circular, the Compensation Committee has determined that no cash bonus amounts will be paid to NEOs in respect of the financial year ended August 31, 2019 due to general market conditions for the Common Shares.

Long Term Compensation (Option Based and Share Based Awards)

The Compensation Committee believes that it is important to award incentive stock options and RSUs (as defined below) as part of an overall compensation package.  Encouraging its officers and employees to become shareholders of the Company is, in the Compensation Committee's view, the best way to align their interests with those of the Company's shareholders.

Equity participation is accomplished through the Company's share compensation plan (the "Share Compensation Plan"), which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance.  Internal experience of the Compensation Committee and Board is used with respect to option levels and comparisons are made to similar companies at the same stage of development in the mining industry.

The Compensation Committee considers stock option grants and RSUs awards when reviewing NEO compensation packages as a whole.  Stock options granted and RSUs awarded to NEOs during the most recently completed financial year are disclosed below under the heading "Summary Compensation Table".

Purchase of Financial Instruments

NEOs and directors are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Performance Graph

The following chart compares the total cumulative shareholder return on $100 invested in the Common Shares on September 1, 2014 with the cumulative total returns of the S&P/TSX Composite Index and the S&P/TSX Global Mining Index for the five most recently completed financial years.

As shown in the foregoing graph, the Company's performance has been below the performance of the S&P/TSX Composite Index and S&P/TSX Global Mining Index.  Market conditions over the past several years have been volatile and have particularly impacted the junior mining sector.  Market conditions and associated long term market uncertainties have an impact on officer compensation decisions; however, the Compensation Committee also considers the performance of the officers and the achievement of milestones.  The Company's officers have achieved many planned milestones, notwithstanding market conditions.

During the 2015 calendar year, at the Maseve Mine, the Company completed all required permitting, advanced underground development and substantially completed construction, commenced with preparations for production and completed US$80 million in debt financing.  At the Waterberg Project the Company completed an amendment to the existing joint venture arrangement in May 2015 to consolidate the ownership of the project, achieving US$20 million in partner funding as a component of the deal.  A new, larger resource estimate was completed at Waterberg in July 2015. 

During the 2016 calendar year, at the Maseve Mine, the Company completed construction of surface infrastructure and plant commissioning, however production ramp up had been behind schedule.  At the Waterberg Project, the Company completed a positive pre-feasibility study in October 2016 and a new, larger resource estimate in April 2016.  The Company completed a public offering of 11.0 million pre-Share Consolidation Common Shares for gross proceeds of US$33.0 million in May 2016 and a public offering of 22.2 million pre-Share Consolidation Common Shares for gross proceeds of approximately US$40.0 million in November 2016.

During the 2017 calendar year, based on sub-optimal performance at the Maseve Mine, the Company undertook in September 2017 to exit conventional platinum mining by agreeing to sell its position in the Maseve Mine in a transaction valued at approximately US$74.0 million.  The Company also closed a transaction in November 2017 to sell an 8.6% interest in the Waterberg Project for US$17.2 million to Impala Platinum Holdings Ltd. ("Implats"), an integrated South African producer of platinum group metals ("PGMs").  Implats was also granted an option to earn and acquire up to a 50.01% interest in the Waterberg Project from the Company and another joint venture partner.  At the Waterberg Project, the Company initiated a definitive feasibility study targeting a large, thick PGM resource with the objective to model a large-scale, fully-mechanized mine.  The Company completed a public offering of 19.7 million pre-Share Consolidation Common Shares for gross proceeds of US$28.75 million in January 2017, a public offering of 15.4 million Common Shares for gross proceeds of US$20 million in April 2017 and issued and sold US$20 million of 6 7/8% convertible senior subordinated notes to certain institutional investors in June 2017.

During the 2018 calendar year, the Company refocussed its efforts towards advancement of the Waterberg Project along with joint venture partners Implats, the Japan Oil, Gas and Metals National Corporation and Mnombo Wethu Consultants (Pty) Ltd.  At the Waterberg Project the Company completed a successful drill program and in September 2018 filed a Mining Right Application with the Government of South Africa.  In October 2018, the Company published an updated, larger, higher confidence resource estimate for the Waterberg Project for inclusion in a definitive feasibility study to be completed in calendar 2019.  In April 2018, the Company completed the sale of its interests in the Maseve Mine.  In May 2018, the Company completed a private placement offering of 15.1 million pre-Share Consolidation units for gross proceeds of US$2.26 million and a public offering of 117.5 million pre-Share Consolidation units for gross proceeds of US$17.62 million.  Each private and public unit was comprised of one pre-Share Consolidation Common Share and one pre-Share Consolidation Common Share purchase warrant exercisable at a price of US$0.17 per share until November 15, 2019.  During the calendar year, the Company paid US$46.98 million in settlement of all indebtedness under a first secured loan facility provided by a group of lenders led by the Sprott Resource Lending Partnership and also repaid US$23.16 million in settlement of the production payment liability (US$15 million) and partial settlement of a second secured loan facility (US$8.16 million), both due to Liberty Metals & Mining Holdings, LLC.

During the 2019 calendar year, the Company achieved significant advancement corporately and on the Waterberg Project.  On December 19, 2019 the Company announced the closing of a non-brokered private placement of 3,225,807 Common Shares for gross proceeds of US$4.0 million.  On September 24, 2019 the Company and its joint venture partners announced the positive results of a definitive feasibility study for the Waterberg Project, including an updated mineral resource assessment.  On August 21, 2019 the Company closed a bought deal public offering of 8,326,957 Common Shares for gross proceeds of approximately US$10.4 million. In addition, the Company closed a private placement sale of 7,575,758 Common Shares for gross proceeds of US$10.0 million and a private placement sale of 6,940,000 Common Shares to Deepkloof for gross proceeds of approximately US$9.2 million.  The Company used a portion of the US$29.6 million in gross proceeds from the share sales described above together with a US$20.0 million advance under a new secured loan facility to fully repay US$43.0 million in outstanding principal and accrued interest due under a secured loan facility with Liberty Metals & Mining Holdings, LLC.  On June 28, 2019 the Company announced the closing of a non-brokered private placement with Deepkloof of 1,111,111 Common Shares for gross proceeds of US$1.3 million.  On February 4, 2019 the Company announced the closing of a non-brokered private placement of 3,124,059 Common Shares for gross proceeds to the Company of US $4.155 million.

From September 1, 2014 to August 31, 2019, the share price of the Company has decreased by approximately 99% compared to an increase in the S&P/TSX Composite Index of approximately 22% and an increase in the S&P/TSX Global Mining Index of approximately 10% during the corresponding period. 

Share-Based and Option-Based Awards

It is generally recognized that share and option based awards aid in attracting, retaining and encouraging individuals due to the opportunity offered to them to acquire a proprietary interest in the Company. 

In February 2017, the Company adopted a Share Compensation Plan to provide for the award of RSUs and grant stock options to its directors, executive officers, key employees and consultants (the "Eligible Persons") of the Company and its Subsidiaries for the purpose of advancing the interests of the Company and its Subsidiaries, and its shareholders by: (i) ensuring that the interests of Eligible Persons are aligned with the success of the Company and its Subsidiaries; (ii) encouraging stock ownership by Eligible Persons; and (iii) providing compensation opportunities to attract, retain and motivate Eligible Persons.

Prior to the adoption of the Share Compensation Plan, the Company provided for the grant of stock options to Eligible Persons through its stock option plan (the "Stock Option Plan").  Thereafter,  the Stock Option Plan existed only for the purpose of governing the terms of all outstanding options that were issued before the adoption of the Share Compensation Plan.  No stock options have been outstanding under the Stock Option Plan since May 24, 2019; thus, the  Stock Option Plan is no longer in effect.

The Compensation Committee determines the ranges of stock option grants and RSUs awards for each level of executive officer, the key employees to whom it recommends that grants be made, and the terms and conditions of the options forming part of such grants and makes recommendations to the Board accordingly.  Individual grants and awards are determined by an assessment of an individual's current and expected future performance, level of responsibilities and the importance of the position and contribution to the Company.  The existing number and terms of the outstanding options and RSUs are considered when granting new options and RSUs.  The exercise price, which can be no less than the market price (as defined in the TSX Company Manual), the term, up to a maximum of ten years, and vesting provisions, if any, will be determined by the directors of the Company.

The number of stock options and RSUs which may be issued under the Share Compensation Plan in the aggregate and in respect of any financial year is limited under the terms of the Share Compensation Plan and cannot be increased without shareholder approval.  Details of the Company's Share Compensation Plan are provided below under "Securities Authorized for Issuance under Equity Compensation Plans".  There was no re-pricing of stock options under the Share Compensation Plan or otherwise during the most recently completed financial year.

Notice of Meeting

Important Notice Regarding the Availability of Proxy Materials
for Platinum Group Metals Ltd., Annual General Meeting to be
held at Suite 838, 1100 Melville Street, Vancouver, B.C. 

on Thursday, February 20, 2020, at 11:00 am PST

Your Vote is Important. Please Vote Today.

You are receiving this notice to advise that the proxy materials for the above noted securityholders' meeting are available on the Internet.  This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.  We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting.  The information circular and other relevant materials are available at:

http://www.platinumgroupmetals.net/investor-relations/agm_2020/

OR

www.sedar.com

Obtaining a Copy of the Proxy Materials

If you would like to receive a paper copy of the current meeting materials by mail, you must request one.  There is no charge to you for requesting a copy.

Call us Toll Free at 1-866-899-5450 within North America to request a paper copy of the materials for the current meeting. 

To ensure you receive the material in advance of the voting deadline and meeting date, all requests must be received by us no later than 10 business days before the meeting to ensure timely receipt.  If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

Shareholders with questions about notice and access can contact the Company toll free at 1-866-899-5450 or by email at info@platinumgroupmetals.net.

Securityholder Meeting Notice

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE.  To vote your securities you must vote online or by mailing the enclosed Voting Instruction Form / Proxy for receipt before Tuesday, February 18, 2020 at 11:00 am PST using the enclosed Business Reply Envelope, in order for your Voting Instruction Form / Proxy to be valid and acted upon at the Meeting.

The resolutions to be voted on at the meeting are listed below along with the pages within the Information Circular where disclosure regarding the matter can be found.

1. Election of Directors - (Page 7)

2. Appointment of Auditors - (Page 9)

3. Approval of Amendment to the Share Compensation Plan (Page 9)

4. Re-Approval of Company's Share Compensation Plan - (Page 10)

Your vote is important.

The Board of Directors unanimously recommends that shareholders vote in favour of all the resolutions.

If you have questions or require assistance with voting your shares, you may contact the Company:

Platinum Group Metals Ltd.

North American Toll-Free Number: 1-866-899-5450

Email: info@platinumgroupmetals.net

Website:  www.platinumgroupmetals.net

Proxy Materials

Registered holders and beneficial holders who have existing instructions on their account to receive printed copies of the meeting materials and those registered and beneficial holders who have addresses outside Canada and the United States will receive printed copies of the meeting materials.  All other holders will need to request printed materials from the Company's website:

http://www.platinumgroupmetals.net/investor-relations/agm_2020/ or download the proxy materials from www.sedar.com or by calling the Company at 1-866-899-5450.

Annual Financial Statements Delivery

Only Registered and Beneficial holders who opted to receive financial statements and management's discussion and analysis ("MD&A") will receive printed copies of the annual financial statements and MD&A for the fiscal year ended August 31, 2019.

Request for Financial Statements

In accordance with National Instrument 51-102 - Continuous Disclosure Obligations, registered and beneficial shareholders may elect annually to receive a copy of our annual financial statements and corresponding management discussion and analysis ("MD&A") or interim financial statements and the corresponding MD&A, or both.

If you wish to receive these documents this year, please return this completed form to:

PLATINUM GROUP METALS LTD.

Suite 838 - 1100 Melville Street

Vancouver, B.C. V6E 4A6

or fax to (604) 484-4710

You will not automatically receive copies of the financial statement(s) unless this card is completed and returned. Copies of all previously issued annual and quarterly financial statements and related MD&A are available to the public on the SEDAR website at www.sedar.com.

I HEREBY CERTIFY that I am a registered and/or beneficial holder of the Company, and as such, request that my name be placed on the Company's Mailing List in respect to its annual and/or interim financial statements and the corresponding MD&A for the current financial year.

Please send me:

Interim Financial Statements with MD&A 

  Annual Financial Statements with MD&A 

PLEASE PRINT

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