Platinum Group Metals Ltd.TSX: PTM

2026 First Quarter Report

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Platinum Group Metals Ltd. Interim Condensed Consolidated Financial Statements

(Unaudited - expressed in thousands of United States Dollars unless otherwise noted)

For the three-month period ended November 30, 2025

Filed: January 14, 2026

Unaudited Interim Condensed Consolidated Statements of Financial Position (in thousands of United States Dollars)

November 30,

2025

August 31,

2025

ASSETS

Current

Cash and cash equivalents

$ 5,371

$ 417

Short-term investments

13,124

11,288

ATM receivable (Note 6)

900

-

Amounts receivable

118

77

Prepaid expenses

182

273

Total current assets

19,695

12,055

Performance bonds and other assets

441

409

Mineral properties (Note 3)

51,234

49,223

Property, equipment and other

388

412

Total assets

$ 71,758

$ 62,099

LIABILITIES

Current

Accounts payable and accrued liabilities (Note 5)

$ 514

$ 784

Total current liabilities

514

784

Asset retirement obligation

81

78

Share based liabilities (Note 6)

2,457

1,584

Lease liability

182

202

Total liabilities

$ 3,234

$ 2,648

SHAREHOLDERS' EQUITY

Share capital (Note 6)

$ 963,958

$ 953,564

Contributed surplus

33,627

34,581

Accumulated other comprehensive loss

(166,209)

(167,492)

Deficit

(786,977)

(785,068)

Total shareholders' equity attributable to shareholders of Platinum Group Metals Ltd.

$ 44,399

$ 35,585

Non-controlling interest

24,125

23,866

Total shareholders' equity

$ 68,524

$ 59,451

Total liabilities and shareholders' equity

$ 71,758

$ 62,099

Lion Battery Technologies Inc (Note 4)

Contingencies and Commitments (Note 8)

Approved by the Board of Directors and authorized for issue on January 14, 2026

/s/ Stuart Harshaw /s/ Diana Walters

Stuart Harshaw, Director Diana Walters, Director

Unaudited Consolidated Statements of Loss and Comprehensive Loss

(in thousands of United States Dollars except share and per share data)

Three months ended

November

November

30, 2025

30, 2024

Expenses

General and administrative

$ 1,083

$ 1,240

Foreign exchange gain

(229)

(100)

Share of joint venture expenditures - Lion Battery

(Note 4)

50

40

Stock based compensation expense

1,133

715

$ 2,037

$ 1,895

Other Income

Other income

(196)

(60)

Loss for the period

$ 1,841

$ 1,835

Items that may be subsequently reclassified to net loss:

Currency translation adjustment

(1,283)

840

Comprehensive loss for the period

$

558

$ 2,675

Net loss attributable to:

Shareholders of Platinum Group Metals Ltd.

1,841

1,835

$

1,841

$ 1,835

Comprehensive loss attributable to:

Shareholders of Platinum Group Metals Ltd.

558

2,675

$

558

$ 2,675

Basic and diluted loss per common share

$

0.02

$ 0.02

Weighted average number of common shares

outstanding:

Basic and diluted

115,426,654

102,570,960

PLATINUM GROUP METALS LTD.

Unaudited Consolidated Statements of Changes in Equity

(in thousands of United States Dollars, except # of Common Shares)

# of Common Shares

Share Capital

Contributed Surplus

Accumulated Other Comprehensive

Income (loss)

Deficit

Attributable to Shareholders of the Parent

Company

Non-Controlling Interest

Total

Balance, August 31, 2024

102,480,148

$ 939,787

$ 34,651

$ (167,690)

$ (780,002)

$ 26,746

$ 23,004

$ 49,750

Stock based compensation

-

-

292

-

-

292

-

292

Share options exercised

207,398

710

(635)

-

-

75

-

75

Share issuance costs

-

(271)

-

-

-

(271)

-

(271)

Contributions of Waterberg JV Co.

-

-

-

-

(79)

(79)

298

219

Currency translation adjustment

-

-

-

(840)

-

(840)

-

(840)

Net loss for the period

-

-

-

-

(1,835)

(1,835)

-

(1,835)

Balance, November 30, 2024

102,687,546

$ 940,226

$ 34,308

$ (168,530)

$ (781,916)

$ 24,088

$ 23,302

$ 47,390

Stock based compensation

-

-

627

-

-

627

-

627

Restricted share units redeemed

130,073

200

(354)

-

-

(154)

-

(154)

Share options exercised

12,000

15

-

-

-

15

-

15

Share issuance - financing

9,741,494

14,186

-

-

-

14,186

-

14,186

Share issuance costs

-

(1,063)

-

-

-

(1,063)

-

(1,063)

Dilution of non-controlling interest

-

-

-

25

(288)

(263)

(65)

(328)

Contributions of Waterberg JV Co.

-

-

-

-

(162)

(162)

629

467

Currency translation adjustment

-

-

-

1,013

-

1,013

-

1,013

Net loss for the period

-

-

-

-

(2,702)

(2,702)

-

(2,702)

Balance, August 31, 2025

112,571,113

$ 953,564

$ 34,581

$ (167,492)

$ (785,068)

$ 35,585

$ 23,866

$ 59,451

Stock based compensation

-

-

292

-

-

292

-

292

Restricted share units redeemed

138,483

4

(375)

-

-

(371)

-

(371)

Share options exercised

305,289

584

(871)

-

-

(287)

-

(287)

Share issuance - financing

4,115,014

10,087

-

-

-

10,087

-

10,087

Share issuance costs

-

(281)

-

-

-

(281)

-

(281)

Contributions of Waterberg JV Co.

-

-

-

-

(68)

(68)

259

191

Currency translation adjustment

-

-

-

1,283

-

1,283

-

1,283

Net loss for the period

-

-

-

-

(1,841)

(1,841)

-

(1,841)

Balance, November 30, 2025

117,129,899

$ 963,958

$ 33,627

$ (166,209)

$ (786,977)

$ 44,399

$ 24,125

$ 68,524

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

4

Unaudited Interim Condensed Consolidated Statements of Cash Flows (in thousands of United States Dollars)

For the period ended

November 30, 2025

November 30, 2024

OPERATING ACTIVITIES

Loss for the period

$ (1,841)

$ (1,835)

Add items not affecting cash / adjustments: Depreciation

17

17

Unrealized foreign exchange gain

(320)

(140)

Stock based compensation expense

1,133

715

Interest from short-term investments

(165)

-

Share unit settlement

(741)

-

Share of joint venture expenditures

50

40

Directors' fees paid in deferred share units

47

45

Net change in non-cash working capital (Note 9)

(87)

372

$ (1,907)

$ (786)

FINANCING ACTIVITIES

Proceeds from issuance of equity

$ 9,164

$ -

Equity issuance costs

(281)

(270)

Cash received from option exercise

83

75

Lease payments made

(23)

(23)

$ 8,943

$ (218)

INVESTING ACTIVITIES

Performance bonds

$ (20)

$ (39)

Acquisition of short-term investments

(6,100)

-

Disposal of short-term investments

4,325

-

Interest received from short-term investments

76

-

Investment in Lion

(50)

(40)

Expenditures incurred on Waterberg Project

(474)

(591)

$ (2,243)

$ (670)

Net increase (decrease) in cash

4,816

(1,674)

Effect of foreign exchange on cash

161

77

Cash, beginning of period

417

3,701

Cash, end of period

$ 5,371

$ 2,104

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

5

Notes to the Unaudited Interim Condensed Consolidated Financial Statements For the three-month period ended November 30, 2025

(in thousands of United States Dollars unless otherwise specified except share and per share data)

  1. 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 November 30, 2025 are as follows:



    Place of incorporation

    Proportion of ownership

    interest

    Principal activity

    and operation

    November 30,

    2025

    August 31,

    2025

    Platinum Group Metals (RSA) (Pty) Ltd.

    Development

    South Africa

    100.00%

    100.00%

    Mnombo Wethu Consultants (Pty) Limited

    Development

    South Africa

    49.90%

    49.90%

    Waterberg JV Resources (Pty) Ltd.

    Development

    South Africa

    37.32%

    37.19%

    Lion Battery Technologies Inc.

    Research

    Canada

    52.00%

    51.98%

    These unaudited interim condensed 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 November 30, 2025 the Company had working capital of $19,181 and a cash balance of $5,371. During the period ended November 30, 2025 the Company incurred a total comprehensive loss of $558 and cash outflows from operating activities of $1,825.

    During the three-month period ended November 30, 2025 the Company sold 4,115,014 shares at an average price of US$2.45 for gross proceeds of $10.1 million before attributable costs of $0.28 million. Subsequent to period end a further 6,275,140 shares were sold at an average price of US$2.67 for gross proceeds of $16.8 million before directly attributable costs of $0.42 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 Project and bring it to future profitable production. The Company does not generate cash flow 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.

  2. BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICIES

    These unaudited interim condensed consolidated financial statements have been prepared 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. The Company's material

    Notes to the Unaudited Interim Condensed Consolidated Financial Statements For the three-month period ended November 30, 2025

    (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 the same as those disclosed in Note 2 of the Company's annual consolidated financial statements as at and for the year ended August 31, 2025.

    Presentation Currency

    The Company's presentation currency is the USD. Foreign Exchange Rates Used

    The following exchange rates were used when preparing these consolidated financial statements:

    Rand/USD

    Period end rate: R17.1143 (2025 R17.6678)

    Period average rate: R17.3143 (2025 R17.7133)

    CAD/USD

    Period end rate: $1.3979 (2025 C$1.3742)

    Period average rate: $1.3960 (2025 C$1.3758)

  3. MINERAL PROPERTIES

    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 November 30, 2025, an aggregate total of $91.1 million has been funded by all parties for the development of the Waterberg Project. Development 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:

    Balance August 31, 2024

    $

    47,029

    Additions

    1,990

    Foreign currency translation adjustment

    204

    Balance August 31, 2025

    $

    49,223

    Additions

    551

    Foreign currency translation adjustment

    1,460

    Balance November 30, 2025

    $

    51,234

    Waterberg - History of Acquisition

    The Company acquired the prospecting rights which became the Waterberg Project by staking and a series of transactions from 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 Impala Platinum Holdings Ltd. ("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 a right of first refusal to match concentrate offtake terms offered to

    Notes to the Unaudited Interim Condensed Consolidated Financial Statements For the three-month period ended November 30, 2025

    (in thousands of United States Dollars unless otherwise stated except share and per share data)

    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.

    Since December, 2023, Implats has elected not to fund its pro rata share of approved Waterberg cash calls while the Company elected to cover Implats' pro rata share of approved cash calls. As of November 30, 2025 Implats' interest in Waterberg JV Co. has diluted from 15.0% to 14.73% while the Company's direct interest in Waterberg JV Co. has increased concurrently. Implats has elected not to fund the most recent Waterberg cash call and as a result will be further diluted to a 14.625% ownership interest in early calendar 2026.

    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 August 31, 2025, the Waterberg Project covered an area of 24,971 hectares consisting of the 20,482 hectare Waterberg Mining Right and one application for the incorporation of two adjacent farms covering 4,489 hectares into the Waterberg Mining Right. One prospecting right consisting of approximately 4,190 hectares located adjacent to the north of the Waterberg Mining Right was allowed to expire during fiscal 2025 and a closure application has been filed with the DMR.

    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 of South Africa 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. filed a notice of opposition and an answering affidavit. A notice of opposition and an answering affidavit were also filed by the State Attorneys on the Minister and DRM's behalf. A non-profit organization, the Land and Accountability Research Centre (LARC) at the University of Cape Town, has requested to be admitted as amicus curiae in the matter, which formal court application is expected to be filed in due course.

  4. LION BATTERY TECHNOLOGIES INC.

    Lion was incorporated on June 17, 2019, with the objective to research new lithium battery technology utilizing the catalytic properties of 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 together with an affiliate of Valterra Platinum Limited (previously Anglo American Platinum Limited) ("Valterra") entered investment, shareholder and research agreements to facilitate Lion's objectives. The Company and Valterra have agreed to equally invest up to an aggregate of $6.73 million into Lion in order to fund research and commercialization activities (see below). Funding into Lion by the Company and Valterra is to be exchanged for preferred shares of Lion at a price of $0.50 per share over an approximate five year period. Valterra and the Company have funded Lion equally for an aggregate

    $4.79 million as of November 30, 2025.

    The Company accounts for Lion using equity accounting as Lion is jointly controlled with Valterra. Lion pays a fee of $3 per month to the Company for general and administrative services.

    Research Program - Florida International University

    Notes to the Unaudited Interim Condensed Consolidated Financial Statements For the three-month period ended November 30, 2025

    (in thousands of United States Dollars unless otherwise stated except share and per share data)

    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, 2026. 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. Lion has provided aggregate research funding and patent filing fees to FIU in the amount of $3.85 million as of November 30, 2025. Additional commercialization work is currently under consideration by all parties. Under the SRA, Lion has exclusive rights to all intellectual property being developed by FIU including patents granted.

    5. ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES

    As at

    November 30, 2025

    August 31, 2025

    Trade Payables

    $ 266

    $ 284

    Accruals and other

    248

    326

    Waterberg partner advances

    -

    174

    Total

    $ 514

    $ 784

    6. SHARE CAPITAL

    (a) Authorized

    Unlimited common shares without par value.

    1. Shares Issued

      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 pursuant to an at-the-market offering (the "2025 ATM") with agents BMO Capital Markets, BMO Nesbitt Burns Inc., and Beacon Securities Limited.

      At November 30, 2025 the Company had 117,129,899 common shares outstanding, including 386,806 shares sold pursuant to the 2025 ATM on November 28, 2025 for net proceeds of $900, and issued on December 1, 2025.

      Fiscal 2026

      During the three month period ended November 30, 2025, 4,115,014 shares (including 386,806 shares sold on November 28, 2025 and settled on December 1, 2025) were sold through the 2025 ATM at an average price of US$2.45 for gross proceeds of $10.09 million before deducting attributable costs of $0.28 million. Subsequent to period end the Company sold a further 6,275,140 shares at an average price of US$2.67 for gross proceeds of $16.8 million before deducting directly attributable costs of $0.42 million.

      Fiscal 2025

      During the year ended August 31, 2025, 8,941,494 shares were sold through the 2025 ATM at an average price of US$1.47 for gross proceeds of $13.18 million before deducting directly attributable costs of $0.33 million. During the year ended August 31, 2025, the Company incurred $1.33 million in share issuance costs related directly and indirectly to the filing of the 2024 Shelf Prospectus, Supplement, EDA and 2025 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

      Notes to the Unaudited Interim Condensed Consolidated Financial Statements For the three-month period ended November 30, 2025

      (in thousands of United States Dollars unless otherwise stated except share and per share data)

      ("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.

    2. Incentive stock options

      The Company has entered into Incentive share purchase option agreements under the terms of its shareholder approved 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 CAD.

      The following tables summarize the Company's outstanding share purchase options:

      Number of Share Options

      Average Exercise Price in CAD

      Options outstanding at August 31, 2024

      3,799,618

      $ 2.21

      Granted

      467,520

      $ 1.93

      Exercised

      (622,618)

      $ 1.81

      Options outstanding at August 31, 2025

      3,644,520

      $ 2.21

      Granted

      504,255

      $ 3.68

      Exercised

      (901,990)

      $ 2.30

      Options outstanding at November 30, 2025

      3,246,785

      $ 2.42

      In fiscal 2026, the weighted average share price when options were exercised was $4.14 CAD.

      Number Outstanding

      Number Exercisable

      Exercise Price in

      Average Remaining

      at November 30, 2025

      at November 30, 2025

      CAD

      Contractual Life (Years)

      99,000

      99,000

      $ 3.90

      0.69

      504,255

      -

      $ 3.68

      4.84

      42,000

      42,000

      $ 3.40

      0.81

      21,000

      21,000

      $ 2.52

      1.25

      939,000

      939,000

      $ 2.37

      1.84

      436,000

      436,000

      $ 2.32

      1.04

      200,000

      50,000

      $ 2.28

      2.44

      457,530

      145,850

      $ 1.93

      3.84

      548,000

      351,350

      $ 1.52

      2.84

      3,246,785

      2,084,200

      2.63

      During the period ended November 30, 2025, the Company granted 504,225 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, 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 period ended November 30, 2025, the Company recorded $148 of stock compensation costs (November 30, 2024 - $195) related to share purchase options, of which $143 was expensed (November 30, 2024 - $189) and $5 was capitalized to mineral properties (November 30, 2024 - $6).

      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 ended November 30, 2025 and the year ended August 31, 2025:

      Notes to the Unaudited Interim Condensed Consolidated Financial Statements For the three-month period ended November 30, 2025

      (in thousands of United States Dollars unless otherwise stated except share and per share data)

      Period ended

      November 30, 2025

      August 31, 2025

      Risk-free interest rate

      2.67%

      2.72%

      Expected life of options

      3.5 years

      4.1 years

      Annualized volatility1

      73%

      77%

      Forfeiture rate

      0.5%

      0.4%

      Dividend rate

      0.0%

      0.0%

      1The Company uses its historical volatility as the basis for the expected volatility assumption in the Black Scholes option pricing model.

    3. Deferred Share Units

      The Company has established a deferred share unit ("DSU") plan for non-executive directors. Each director may elect to have all or a portion of their fees settled by way of DSUs at prevailing market share prices. Each DSU has the same value as one common share of the Company. DSUs must be retained until a director leaves the board, at which time the departing director's DSUs are redeemed. Management has the ability to defer payment of redeemed DSU's for greater than one year.

      During the period ended November 30, 2025, director fees of $47 (November 30, 2024 - $45) were settled by the issuance of DSUs. An expense of $855 (November 30, 2024 - $435) was recorded in share based compensation for the revaluation of fully vested DSUs.

      At November 30, 2025 a total of 1,016,293 DSUs were issued and outstanding.

    4. Restricted Share Units

The Company has established a shareholder approved restricted share unit ("RSU") plan for officers and certain employees of the Company. Each RSU represents the right to receive one common share of the Company following the attainment of vesting criteria determined at the time of the award. RSUs vest over a three-year period.

During the period ended November 30, 2025, a stock compensation cost of $145 was recorded (November 30, 2024 - $97) of which $135 was expensed (November 30, 2024 - $91) and $10 was capitalized (November 30, 2024 - $10). During the period ended November 30, 2025 the Company issued 341,320 RSUs which vest evenly on the first, second and third anniversary of issuance. At November 30, 2025, 612,085 RSUs were issued and outstanding, with Nil of the outstanding RSU's being vested.

  1. 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:

    1. During the period ended November 30, 2025, $85 (November 30, 2024 - $86) was paid or accrued to independent directors for directors' fees and services.

    2. During the period ended November 30, 2025, the Company paid or accrued payments of $13 (November 30, 2024 - $13) 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).

    3. 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 November 30, 2025, HCI's ownership of the Company was reported at 27,767,994 common shares, representing approximately a 23.71% interest in the Company. 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).

      Notes to the Unaudited Interim Condensed Consolidated Financial Statements For the three-month period ended November 30, 2025

      (in thousands of United States Dollars unless otherwise stated except share and per share data)

  2. CONTINGENCIES AND COMMITMENTS

The Company's remaining minimum payments under its office and equipment lease agreements in Canada and South Africa total approximately $0.3 million to February 2029.

From period end the Company's aggregate commitments are as follows:

Payments Due by Year

< 1 Year

1 - 3 Years

4 - 5 Years

> 5 Years

Total

Lease Obligations

$ 98

$ 209

$ -

$ -

$ 307

Environmental Bonds

63

189

126

-

378

Totals $ 161 $ 398 $ 126 $ - $ 685

9. SUPPLEMENTARY CASH FLOW INFORMATION

Net change in non-cash working capital:

Period ended

November 30, 2025

November 30, 2024

Amounts receivable, prepaid expenses and other assets

$ 45

$ 125

Accounts payable and other liabilities

(132)

247

$ (87)

$ 372

At November 30, 2025 $165 of accounts payable was capitalized to the Waterberg Project (November 30, 2025 $228).

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. The Company's main asset, the Waterberg Project is located in the Republic of South Africa.

At November 30, 2025

Non Current

Assets

Canada

$

3,314

South Africa

48,749

$

52,063

At August 31, 2025

Non Current

Assets

Canada

$

3,302

South Africa

46,742

$

50,044



Platinum Group Metals Ltd.

(A Development Stage Company)

Management's Discussion and Analysis

For the three-month period ended November 30, 2025

This Management's Discussion and Analysis is prepared as of January 14, 2026

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 January 14, 2026, and focuses on the Company's financial condition, cash flows and results of operations as at and for the three-month period ended November 30, 2025. This MD&A should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements for the three-month period ended November 30, 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;

  • potential alternatives to the existing Waterberg Project development plan and any related economic analysis;

  • 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 and duties;

  • 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 it 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;

  • 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;

  • the Company's ability to continue as a going concern;

  • 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, 2025 ("2025 AIF"), and annual report on Form 40-F for the year ended August 31, 2025, as filed with the United States Securities and Exchange Commission ("2025 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 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 2025 AIF and the separate 2025 40-F, which was also filed by the Company, as well as in the documents incorporated by reference therein. The 2025 AIF and the 2025 40-F may be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Mineral Reserves and Resources

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

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

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

Technical and Scientific Information

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

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.

  1. DESCRIPTION OF BUSINESS Overview

    Platinum Group Metals Ltd. is a British Columbia, Canada company formed on February 18, 2002, pursuant to an order of the Supreme Court of British Columbia approving an amalgamation between Platinum Group Metals Ltd. and New Millennium Metals Corporation. The Company is a platinum and palladium focused exploration and development company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa.

    The Company's business is currently focused on the engineering and development of the Waterberg Project, which hosts a PGE and base metal bearing deposit discovered in 2011 by the Company as a result of a regional exploration initiative targeting a previously unknown extension to the Northern Limb of the Bushveld Igneous Complex in South Africa. The Waterberg Project is located approximately 85 km north of the town of Mokopane. At November 30, 2025, the Waterberg Project covered an area of 24,971 hectares consisting of the 20,482 hectare Waterberg Mining Right (as defined below) and one application for the incorporation of two adjacent farms covering 4,489 hectares into the Waterberg Mining Right. One prospecting right consisting of approximately 4,190 hectares located adjacent to the north of the Waterberg Mining Right was allowed to expire during fiscal 2025 and a closure application has been filed with the DMR.

    At November 30, 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. Mnombo currently retains a 26.0% direct interest in Waterberg JV Co. Directly and indirectly 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 November 30, 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"). In December 2025, Implats elected not to fund the most recent Waterberg JV Co. cash call and as a result will be further diluted to a 14.625% ownership interest in early calendar 2026, while the Company's direct interest will increase concurrently.

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

    The Company and Waterberg JV Co. are assessing commercial alternatives for mine development financing and concentrate offtake. Despite discussions in recent fiscal quarters with several South African smelter operators, including Implats, to date no formal concentrate offtake terms have been achieved. The Company is also assessing alternatives 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.

    During the three-month period ended November 30, 2025, both Valterra and the Company invested $50,000 for 100,000 shares each. At November 30, 2025, the Company owns 52.00% of Lion, while Valterra owns 48.00%. To November 30, 2025, Valterra and the Company have funded Lion equally for an aggregate of $4.79 million.

    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, 2026. Further extensions and additional commercialization work are currently under consideration by all parties.

    A total of eight patents have been issued to FIU by the U.S. Patent and Trademark Office and other agencies in Southeast Asia for technology developed by Lion related to the use of platinum group metals as a catalyst in lithium and sulphur battery cathodes. 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.

    In June 2023, Lion engaged BIC in Newberry, Indiana, to help advance 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, 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. Additional research and development focused on improving performance and determining possible commercialization pathways continued into 2025. BIC is now working through final cell testing and teardown services to analyze cells at end of life. During October 2025 the Company and Valterra engaged an independent third party commercial battery specialist to assess Lion's technology, BIC's work, and to provide further guidance on potential pathways to commercialization and next steps.

    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.

  2. PROPERTIES

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

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

WATERBERG PROJECT

Recent Activities

During the three-month period ended November 30, 2025, $0.55 million of expenditure was capitalized at the Waterberg Project for work carried out pursuant to the Stage Five and Stage Six Budgets (as defined below). This work included mineral resource geology, 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 November 30, 2025, $51.2 million in accumulated net costs had been capitalized to the Waterberg Project. Total expenditures on the property since inception from all investor sources to November 30, 2025, are approximately $91.6 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.

The third and fourth stages of the Work Program totaling $3.0 million were completed in August 2024. Specific activities included the Waterberg DFS Update (see below) and normal project maintenance. Implats advised that in the operating environment at that time and following their own restrictions to capital allocation across their portfolio, that they could not fund their pro rata share of the third and fourth stages of the Work Program. Accordingly, Implats was diluted to 14.86% ownership of the Waterberg Project at August 2024.

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%.

On September 17, 2025, the board of directors of Waterberg JV Co. unanimously approved a sixth stage of work (the "Stage Six Budget") in the amount of R92.1 million (approximately US$5.11 million) for fiscal year 2026, to allow for the continuation of work programs underway. The Stage Six Budget was subsequently approved by a consent resolution of the requisite majority shareholders on September 26, 2025. Cash call letters were sent to the shareholders on October 2, 2025, requesting them to fund their pro rata share of the Stage Six Budget for the first 6 months of fiscal year 2026, through February 28, 2026. Implats chose not to fund their portion and will be diluted further to 14.63%.

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% at November 30, 2025, with an increase to 37.42% to occur early in calendar 2026.

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. Ideally, before mine financing and a construction decision are undertaken, sales revenue will 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 base metal refinery ("BMR") business in South Africa, jointly with third-party investors or partners, for the processing of Waterberg concentrate. Such a facility could provide fair market offtake terms to Waterberg JV Co., and possibly to other PGE miners, allowing for the production and sale of an upgraded product in the market without the need for offtake by a third-party smelter operator.

Construction of a Smelter outside South Africa

The Company has also assessed 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 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 26th, 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 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 estimated at 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.

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.

Construction of a Matte Furnace in South Africa and a BMR in Saudi Arabia

As a result of the view expressed by the Government of South Africa, 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. South African government approval for the export of converter matte to Saudi Arabia would still be required and discussions with government are underway. Under this scenario approximately 85% of planned investment and beneficiation would occur in South Africa.

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.

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, with an effective date of resources and reserves of September 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 of $569 million, at an 8% real discount rate and an Internal Rate of Return 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 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.

  • Project capital cost estimates are subject to market conditions, which have been generally inflationary. Project financing to meet peak funding requirements for the Waterberg Project are envisaged to be provided by a combination of equity, proceeds from a secured loan facility, and possibly funding from a metal stream arrangement.

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 effective August 31, 2024, on 100% Project basis

Mineral Resource T-Zone 2024

Mineral Resource Category

Cut-off

Tonnage

Grade

Metal

4E

Pt

Pd

Rh

Au

4E

Cu

Ni

4E

g/t

M Tonnes

g/t

g/t

g/t

g/t

g/t

%

%

Kg

Moz

Measured

2.5

5.24

1.10

2.06

0.05

0.78

3.99

0.13

0.07

20,917

0.673

Indicated

2.5

14.62

1.37

2.35

0.03

0.88

4.64

0.19

0.09

67,834

2.181

Mineral Resource T-Zone 2024

Mineral Resource Category

Cut-off

Tonnage

Grade

Metal

4E

Pt

Pd

Rh

Au

4E

Cu

Ni

4E

g/t

M Tonnes

g/t

g/t

g/t

g/t

g/t

%

%

Kg

Moz

M+I

2.5

19.86

1.30

2.28

0.04

0.86

4.47

0.17

0.08

88,751

2.853

Inferred

2.5

18.23

1.18

2.00

0.04

0.85

4.07

0.15

0.07

74,159

2.384

Mineral Resource F-Zone 2024

Mineral Resource Category

Cut-off

Tonnage

Grade

Metal

4E

Pt

Pd

Rh

Au

4E

Cu

Ni

4E

g/t

M Tonnes

g/t

g/t

g/t

g/t

g/t

%

%

Kg

Moz

Measured

2.0 & 2.5

78.08

0.87

2.01

0.05

0.15

3.08

0.08

0.20

240,471

7.73

Indicated

2.0 & 2.5

247.10

0.85

1.88

0.04

0.13

2.92

0.08

0.18

720,699

23.17

M+I

2.0 & 2.5

325.17

0.86

1.92

0.05

0.14

2.96

0.08

0.19

961,170

30.90

Inferred

2.0 & 2.5

71.47

0.81

1.70

0.04

0.12

2.67

0.06

0.15

190,940

6.14

Mineral Resource Waterberg Aggregate Total 2024

Mineral Resource Category

Cut-off

Tonnage

Grade

Metal

4E

Pt

Pd

Rh

Au

4E

Cu

Ni

4E

g/t

M Tonnes

g/t

g/t

g/t

g/t

g/t

%

%

Kg

Moz

Measured

2.0 & 2.5

83.32

0.89

2.01

0.05

0.19

3.14

0.09

0.19

261,389

8.40

Indicated

2.0 & 2.5

261.72

0.88

1.91

0.04

0.18

3.01

0.09

0.18

788,532

25.35

M+I

2.0 & 2.5

345.03

0.88

1.94

0.05

0.18

3.04

0.09

0.18

1,049,921

33.76

Inferred

2.0 & 2.5

89.70

0.89

1.76

0.04

0.26

2.96

0.08

0.15

265,099

8.52

Mineral Resource Category

Prill Split Waterberg Project Aggregate

Pt

Pd

Rh

Au

%

%

%

%

Measured

28.3

64.19

1.59

5.95

Indicated

29.3

63.43

1.45

5.83

M+I

29.0

63.62

1.49

5.86

Inferred

30.00

59.68

1.35

8.95

Notes:

  1. All mineral resources in situ.

  2. Mineral resources are reported inclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

  3. 4E = PGE (Pt + Pd + Rh) and Au.

  4. The mineral resources stated above are shown on a 100% project basis, that is, for the Waterberg Project.

  5. 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.

  6. Conversion factor used - kg to oz = 32.15076.

  7. Numbers may not add due to rounding.

  8. 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

Pt

Pd

Rh

Au

4E

Cu

Ni

4E Metal

Zone

Tonnes

(g/t)

(g/t)

(g/t)

(g/t)

(g/t)

(%)

(%)

Kg

Moz

T-Zone

5,094,182

1.76

0.93

0.04

0.63

3.36

0.10

0.06

17,138

0.551

F-Central

32,297,283

1.90

0.82

0.04

0.13

2.89

0.06

0.17

93,186

2.996

F-South

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0

0.000

F-North

16,637,670

2.04

0.85

0.05

0.16

3.10

0.10

0.20

51,558

1.658

F-Boundary North

4,975,853

1.99

0.97

0.05

0.16

3.17

0.10

0.22

15,784

0.507

F-Boundary South

5,294,116

2.31

1.04

0.05

0.18

3.59

0.08

0.19

19,015

0.611

F-Zone Total

59,204,921

1.98

0.86

0.05

0.14

3.03

0.08

0.19

179,543

5.772

Waterberg Total

64,299,103

1.97

0.86

0.05

0.18

3.06

0.07

0.17

196,681

6.323

Probable Mineral Reserve Estimate 4E g/t - Effective August 31, 2024

Pt

Pd

Rh

Au

4E

Cu

Ni

4E Metal

Zone

Tonnes

(g/t)

(g/t)

(g/t)

(g/t)

(g/t)

(%)

(%)

Kg

Moz

T-Zone

14,137,694

2.05

1.18

0.02

0.75

4.01

0.16

0.08

56,623

1.820

F-Central

99,814,040

1.72

0.74

0.04

0.12

2.61

0.07

0.17

260,936

8.389

F-South

10,643,204

1.85

0.99

0.05

0.13

3.02

0.03

0.11

32,127

1.033

F-North

36,573,456

2.12

0.90

0.05

0.16

3.23

0.09

0.20

118,079

3.796

F-Boundary North

13,312,581

1.91

0.99

0.05

0.17

3.11

0.10

0.23

41,432

1.332

F-Boundary South

7,421,801

1.89

0.92

0.04

0.13

2.98

0.06

0.18

22,128

0.711

F-Zone Total

167,765,082

1.84

0.82

0.04

0.13

2.83

0.07

0.18

474,702

15.262

Waterberg Total

181,902,775

1.85

0.84

0.04

0.18

2.92

0.08

0.17

531,324

17.082

Proven & Probable Mineral Reserve Estimate 4E g/t Effective August 31, 2024

Pt

Pd

Rh

Au

4E

Cu

Ni

4E Metal

Zone

Tonnes

(g/t)

(g/t)

(g/t)

(g/t)

(g/t)

(%)

(%)

Kg

Moz

T-Zone

19,231,876

1.97

1.11

0.03

0.72

3.84

0.14

0.07

73,760

2.371

F-Central

132,111,323

1.76

0.76

0.04

0.12

2.68

0.06

0.17

354,121

11.385

F-South

10,643,204

1.85

0.99

0.05

0.13

3.02

0.03

0.11

32,127

1.033

F-North

53,211,126

2.10

0.88

0.05

0.16

3.19

0.10

0.20

169,637

5.454

F-Boundary North

18,288,434

1.93

0.98

0.05

0.17

3.13

0.10

0.23

57,216

1.840

F-Boundary South

12,715,917

2.06

0.97

0.05

0.15

3.24

0.07

0.19

41,143

1.323

Pt

Pd

Rh

Au

4E

Cu

Ni

4E Metal

Zone

Tonnes

(g/t)

(g/t)

(g/t)

(g/t)

(g/t)

(%)

(%)

Kg

Moz

F-Zone Total

226,970,003

1.87

0.83

0.04

0.14

2.88

0.07

0.18

654,245

21.034

Waterberg Total

246,201,879

1.88

0.85

0.04

0.18

2.96

0.08

0.17

728,005

23.406

Notes:

  1. 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.

  2. The point of reference for the mineral reserves is defined as the point where the mined ore is delivered to the processing plant.

  3. 4E = PGE (Pd + Pt + Rh) and Au.

  4. 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.

  5. 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$8.50/lb and exchange rate 17.22 ZAR = 1 US$.

  6. 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.

  7. 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.

  8. Tonnage and grade estimates include planned dilution, geological losses, external overbreak dilution, and mining losses.

  9. 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

Description

Commodity

Unit of Measure

Long term Real

Consensus Prices

Pt

USD / oz

1,605

Pd

USD / oz

1,062

Au

USD / oz

1,812

Rh

USD / oz

6,209

Cu

USD / lb

4.53

Ni

USD / lb

9.73

Exchange Rate 2025

USD/ZAR

18.92

Exchange Rate 2026

USD/ZAR

19.28

Exchange Rate 2027

USD/ZAR

19.67

Exchange Rate 2028

USD/ZAR

20.07

Exchange Rate Long Term

USD/ZAR

20.07

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, 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. filed a notice of opposition and an answering affidavit seeking dismissal of the application. The DMR has also filed a notice of opposition and an answering affidavit. A non-profit organisation, the Land and Accountability Research Centre (LARC) at the University of Cape Town, has requested to be admitted as amicus curiae in the matter, which formal court application is expected to be filed in due course.

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 specialist consultants and a high voltage engineering company called Kumena Consulting Proprietary Limited (previously Private National Grid and TDx Power assisted Waterberg JV Co.) in coordination with ESKOM. Electrical power connection planning for approximately a 70 km, 132MvA line to the Waterberg Project is ongoing. 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, approximately 30 km, 1.5MvA / 22kV 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.

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 initial and current Waterberg SLP was developed pursuant to DMR guidelines for social and labour plans and had 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 include promoting employment and avoiding retrenchments, advancement of the social and economic welfare of all South Africans, contributing toward the transformation of the mining industry and contributing towards the socio-economic development of the communities proximal to the Waterberg Project. Contractors will be required to comply with the Waterberg SLP and policies, including commitment to employment equity and BEE, proof of competence in terms of regulations, commitment to undertake training programs, compliance with all policies relating to recruitment, training, health and safety, etc. In terms of human resources training, the Waterberg SLP will establish objectives for adult-based education training, learnerships and development of the skills required by the mining industry, portable skills training for transition into industries other than mining, education bursaries and internships. The current Waterberg SLP also envisages a plan to establish local economic development objectives for projects such as infrastructure and educational support to local schools, the equipping and extension of a clinic/health facility, water and reticulation projects, and various other localized programs for small scale industry, agriculture, entrepreneurship and health and education.

To support the current Waterberg SLP for affected communities near the Waterberg Project, expenditures amounting to an aggregate R428.9 million (approx. $25.06 million at November 30, 2025) were budgeted over a five-year period. The Waterberg SLP includes provisions for human resource development, local economic development, and transferrable skills management. Expenditures are subject to the grant of all required regulatory approvals, licenses and permits and the

commencement of development activities on site. At the end of each five-year period a new social and labour plan will be established, considering actual expenditures to date and changes to adjust for community feedback, needs and preferences.

Waterberg JV Co. is in the process of closing the current five-year Waterberg SLP (2021 - 2025). However, certain LED and human resources development programs under this SLP will continue in parallel with a new second Waterberg SLP (2026 - 2030) (the "New Waterberg SLP") until Waterberg JV Co. has complied with the full plan. Certain infrastructural (LED) programs will only be implemented once a construction decision has been made (e.g. the full bulk water reticulation and road upgrade programs). The New Waterberg SLP commencing in 2026 has also been developed pursuant to DMR guidelines for social and labour plans and written with community input and has been submitted to the DMR for review and approval.

Environmental, Social and Governance ("ESG")

Being a responsible corporate citizen means protecting the natural environment associated with its business activities, providing a safe workplace for its employees and contractors, and investing in infrastructure, economic development, and health and education in the communities where the Company operates so that it can enhance the lives of those who work and live there beyond the life of such operations. The Company takes a long-term view of its corporate responsibility, which is reflected in the policies that guide its business decisions, and in its corporate culture that fosters safe and ethical behaviour across all levels of Platinum Group. The Company's goal is to ensure that its engagement with its stakeholders, including its workforce, industry partners, and the communities where it operates, is continued, mutually beneficial and transparent. By building such relationships and conducting ourselves in this manner, the Company can address specific concerns of its stakeholders and work cooperatively and effectively towards achieving this goal.

  • ESG Approach and Objectives

    The Company and Waterberg JV Co. are committed to conducting business in a responsible and sustainable manner. Our core ESG values are:

    • maximizing the positive effect of our projects and operations for all stakeholders;

    • caring for the environment in which we operate;

    • contributing to both the short-term and long-term development of our host communities;

    • ensuring safe and secure workplaces for our employees;

    • contributing to the welfare of our employees and local communities; and

    • promoting good corporate governance, through openness, transparency, and accountability.

      We continue to work on enhancements to our community engagement processes for all our mining and environmental matters. We consider all stakeholders and confirm our commitment to the health and safety of our employees and surrounding communities. Health and safety also remain a top priority. Our ESG objectives include:

    • reducing planned water consumption;

    • attaining full compliance with regulations and reporting of greenhouse gas emissions;

    • achieving minimum impact on vegetation and supporting and enabling local biodiversity;

    • reducing planned industrial waste;

    • resolving individual community member grievances;

    • continuing and improving stakeholder communication and engagement programmes; and

    • achieving zero significant environmental incidents.

  • ESG Reporting and Assessment

The Company's ongoing ESG analysis continues to refine the set of performance indicators to measure and monitor key environmental, social sustainability and governance activities at the Waterberg Project. We wish to achieve a high