REASONS FOR TRANSACTION

 A low-cost, shallow, bulk mineable project

 Significant scale
 Growth potential.
 HOW IT WAS STRUCTURED
1. Purchased in phases
2. Initial purchase price 15% translating to $30 million
TWO OPTIONS (reserved the right to increase or not to) to increase state to 50.01% through (90 days to elect option)
1. PURCHASE AND DEVELOPMENT OPTION, OR
EXECUTED BY:
a) Purchasing an additional 12.195% equity interest from JOGMEC for US $34.8 million,
b) Making a firm commitment to an expenditure of US $130.0 million in development work.
c) 90 days to confirm relevant/prominent financing strategies

NB: If implats does not elect to complete the PDO option, implats will retain a 15.0% project interest and platinum
group will retain a 50.02% direct and indirect interest in the project.
The transaction agreements also provide for the transfer of equity and the issuance of additional equity to one or more
broad based black empowerment partners, at fair value.
 HOW IT WAS STRUCTURED (2)
Option 2. Earn-in arrangement - means a joint venture, lease or other arrangement that is on
terms that are fair and reasonable to the company whereby a third party undertakes the
development of a property and receives a share in the revenues or profits therefrom or pays the
company a royalty or participating rent therefrom that does not materially impair the value of such
property or the company's financial position.
- Right of first refusal (right of first refusal. This is a generic right of first refusal (rofr) provision
that restricts a contracting party from accepting a third-party offer to enter into a specified
transaction without first offering the terms proposed by the third party to the holder of the offer.)
- JOGMEC will retain certain metal marketing rights to final metal related to the project.
- Platinum group would retain a 31.96% direct and indirect interest in Waterberg Resources if
Implats were to exercise its full option.
 SHAREHOLDERS STRUCTURE SUMMARY
 Platinum group is to sell an 8.6% interest for US $17.2 million and JOGMEC is to sell an 6.4%
interest for US $12.8 million.
 From the us $17.2 million in proceeds, the company will commit US $5.0 million towards its pro
rata share of remaining DFS costs.
 Implats will also contribute an estimated us $1.5 million for its 15.0% pro rata share of DFS
costs.
 The initial purchase is subject to several customary conditions precedent and is expected to close
within 10 business days.
Following the initial purchase:
 Platinum group will hold a direct 37.05% equity interest, JOGMEC a 21.95% equity interest
and
 Black economic empowerment partner mnombo will maintain a 26.0% equity interest.
 Platinum group holds a 49.9% interest in mnombo, bringing its overall ownership in the project
directly and indirectly to 50.02% after the initial purchase.
 ADVANTAGES AND DISADVANTAGES
 Employment creation
 Infrastructure development
 Revenue generation through taxes
 STAKEHOLDERS AND OFFERINGS
Platinum group metals ltd – capital commitment
Implats - mine to market solution-mining experience- corporate expertise-smelting and refining
operations – community and government relations – reduction of capital commitment for JOGMEC and
platinum group
Japan oil, gas and metals national corporation (“JOGMEC”) – capital commitment.
Mnombo wethu consultants (pty) ltd. (“Mnombo”), and ;
Waterberg JV resources proprietary ltd. (“Waterberg resources”)
Society/community – labor
Reserve bank - regulator
Government – regulatory services
Financial advisors – macquire capital and BNO capital markets
Lenders – sprott resource lending partnership; liberty metals and mining holdings LLC-(LMM)
BENEFITS TO STAKEHOLDERS:
Significant step in the advancement of the waterberg project towards potential development and production.
By exercising the purchase and development option, implats will control waterberg resources.
Implats will acquire a right of first refusal upon completion of the initial purchase

KEY ACTIVITIES TAKING PLACE SIMULTANEOUS TO EXERCISING OF THE OPTIONS:

 Disposal of Maseve mine to Royal Bafokeng platinum limited
 Issuance of a $5million bridge loan by Sprott for working capital
 Administration of the company’s $17.2 million proceeds from initial purchase by Sprott and LMM