Platinum Group Metals Ltd.: Exhibit 4.9 - Filed by newsfilecorp.com







	 
	PRODUCTION PAYMENT AGREEMENT TERMINATION 
	AGREEMENT 
	 


PLATINUM GROUP METALS LTD. 

and


PLATINUM GROUP METALS (RSA) PROPRIETARY LIMITED 

and


LIBERTY METALS & MINING HOLDINGS, LLC 

October 30, 2017 




TABLE OF CONTENTS 

	 	 	Page
    
	 	 	 
	ARTICLE 1
      INTERPRETATION 	4
    
	 	 
	1.1
    	Definitions
      	4 
	 	 	 
	1.2
    	Governing Law
      	5 
	 	 	 
	1.3
    	Statutory
      References 	6 
	 	 	 
	1.4
    	Currency
    	6 
	 	 	 
	1.5
    	Severability
      	6 
	 	 	 
	1.6
    	Calculation
      of Time 	6 
	 	 	 
	1.7
    	Consent
    	6 
	 	 	 
	1.8
    	Headings
    	7 
	 	 	 
	1.9
    	Rule of
      Construction 	7 
	 	 	 
	1.10
    	Other Matters
      of Interpretation 	7 
	 	 	 
	ARTICLE 2
      TERMINATION OF PRODUCTION PAYMENT AGREEMENT 	7
    
	 	 
	2.1
    	Production
      Payment 	7 
	 	 	 
	ARTICLE 3
      SECURITY, GUARANTEE AND REGULATORY APPROVAL 	8
    
	 	 
	3.1
    	Security
      Documents 	8 
	 	 	 
	3.2
    	Guarantee of
      Obligations 	8 
	 	 	 
	3.3
    	Regulatory
      Approval 	8 
	 	 	 
	3.4
    	Wire
      Transfer 	9

	 	 	 
	3.5
    	No
      Deductions 	9

	 	 	 
	ARTICLE 4
      TRANSFERS, CHANGES OF CONTROL AND REORGANIZATIONS 	9
      
	 	 
	4.1
    	Transfer by
      Liberty Metals & Mining 	9

	 	 	 
	4.2
    	No Transfer
      by PGM (BC) or PGM (RSA) 	10
  
	 	 	 
	ARTICLE
      5 	10
      
	 	 
	5.1
    	Reimbursement of Expenses 	10
  
	 	 	 
	5.2
    	Notice
    	10
  
	 	 	 
	5.3
    	Further
      Assurances 	10
  
	 	 	 
	5.4
    	Entire
      Agreement 	10
  
	 	 	 
	5.5
    	No Waivers
      	10
  
	 	 	 
	5.6
    	Time of the
      Essence 	11
  
	 	 	 
	5.7
    	Counterparts
      	11
  






- ii - 

	5.8
    	Parties in
      Interest 	11
  
	 	 	 
	5.9
    	Survival
    	11
  






     PRODUCTION PAYMENT AGREEMENT
TERMINATION AGREEMENT 

THIS AGREEMENT dated as of the 30th day of
  October, 2017. 

	 AMONG: 		 
	 	
      PLATINUM GROUP METALS LTD., a company existing
      under the laws of the Province of British Columbia 
	 
	 	
                                                                                                                                                                                                                                     
	(“PGM (BC)”)  
	 AND: 		 
	 	
      PLATINUM GROUP METALS (RSA) PROPRIETARY
      LIMITED, a company existing under the laws of the Republic South
      Africa 
	 
	 	
                                                                                                                                                                                                                               
	  (“PGM
  (RSA)”)  
	 AND: 		 
	 	
      LIBERTY METALS & MINING HOLDINGS, LLC, a
      limited liability company existing under the laws of the State of Delaware
      
	 
	 	 	 (“Liberty Metals & Mining”)
    


WHEREAS PGM (BC) and Liberty Metals & Mining and the
other parties thereto entered into an amended and restated second lien credit
agreement dated October 30, 2017 among PGM (BC), as borrower, PGM (RSA), as
guarantor, Liberty Metals & Mining, as administrative agent, and the several
lenders from time to time party thereto as lenders (the “A&R Credit
Agreement”) which amends and restates the second lien credit agreement dated
November 2, 2015 (as amended) among PGM (BC), as borrower, PGM (RSA), as
guarantor, Liberty Metals & Mining, as administrative agent, and the several
lenders from time to time party thereto as lenders; 

AND WHEREAS the Parties entered into a production
payment agreement dated November 19, 2015, as amended (the “Production
Payment Agreement”); 

AND WHEREAS PGM (RSA) and PGM (BC) have advised Liberty
Metals & Mining that on September 6, 2017 they signed a term sheet with the
Royal Bafokeng Platinum Limited and that if such transaction was completed in
accordance with its terms it would constitute an Event of Default under the
Production Payment Agreement; 

AND WHEREAS PGM (RSA) and PGM (BC) wish to offer to pay
Liberty Metals & Mining in order to terminate the Production Payment
Agreement; 




- 4 - 

AND WHEREAS Liberty Metals & Mining wishes to accept
the offer of PGM (RSA) and PGM (BC) to terminate the Production Payment
Agreement on the terms and conditions contained herein; NOW THEREFORE,
for good and valuable consideration, including the payment of the Termination
Fee (as hereinafter defined) by PGM (BC) and PGM (RSA) to Liberty Metals &
Mining and the execution by Liberty Metals & Mining of the A&R Credit
Agreement, (the receipt and sufficiency of which are hereby acknowledged by each
of the Parties), the Parties agree as follows: 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Definitions



Terms in initial capital letters not
otherwise defined herein shall have the meaning ascribed to such terms in the
A&R Credit Agreement. 

“A&R Credit Agreement” has
the meaning provided in the recitals to this Agreement; 

“Agreement” means this agreement
and all amendments, restatements or replacements made hereto by written
agreement between the Parties; 

“Applicable Law” or “Law”
in respect of any Person, property, transaction or event, means all laws,
statutes, treaties, regulations, judgments, notices, approvals, orders and
decrees applicable to that Person, property, transaction or event and, in each
case having the force of law, all applicable official directives, rules,
protocols, consents, approvals, authorizations, guidelines, orders and policies
of any Governmental Body having or purporting to have authority over that
Person, property, transaction or event; 

“Governmental Body” means any
national, state, regional, municipal or local government, governmental
department, commission, board, bureau, agency, authority or instrumentality, or
any Person exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any of the foregoing entities,
including all tribunals, commissions, boards, bureaux, arbitrators and
arbitration panels, and any authority or other Person controlled by any of the
foregoing; 

“Liberty Metals & Mining”
shall refer to Liberty Metals & Mining Holdings, LLC, its successors in
interest and assigns; 

“Party” or “Parties”
means one or more of the parties to this Agreement; 

“PGM (BC)” means Platinum Group
Metals Ltd., a company incorporated under the laws of British Columbia, and its
successors and permitted assigns; 

“PGM (RSA)” means Platinum Group
Metals (RSA) Proprietary Limited, a company incorporated under the laws of the
Republic of South Africa, and its successors and permitted assigns; 




- 5 - 

“Production Payment Agreement”
has the meaning provided in the recitals to this Agreement; 

“Reduced Termination Fee” has
the meaning provided in Section 2.1; 

“Regulatory Approval” has the
meaning provided in Section 3.3(a); 

“Taxes” means all taxes,
assessments, charges, dues, duties, rates, fees, imposts, levies and similar
charges of any kind lawfully levied, assessed or imposed by any Governmental
Body, including all income taxes (including any tax on or based upon net income,
gross income, income as specially defined, earnings, profits or selected items
of income, earnings or profits) and all capital taxes, gross receipts taxes,
environmental taxes, sales taxes, use taxes, ad valorem taxes, value added
taxes, transfer taxes (including, without limitation, taxes relating to the
transfer of interests in real property or entities holding interests therein),
franchise taxes, licence taxes, withholding taxes, payroll taxes, employment
taxes, excise, severance, social security, workers’ compensation, employment
insurance or compensation taxes or premium, stamp taxes, occupation taxes,
premium taxes, property taxes, windfall profits taxes, alternative or add-on
minimum taxes, goods and services tax, customs duties or other taxes, fees,
imports, assessments or charges of any kind whatsoever, together with any
interest and any penalties or additional amounts imposed by any taxing authority
(domestic or foreign) on such entity, and any interest, penalties, additional
taxes and additions to tax imposed with respect to the foregoing; 

“Termination Fee” has the
meaning provided in Section 2.1; 

	1.2 	
      Governing Law



Except for matters of title to the
Property or its assignment, lease or transfer, which will be governed by the law
of its situs, this Agreement shall be governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable therein and shall be
treated in all respects as a British Columbia contract. The parties hereby
irrevocably attorn to the exclusive jurisdiction of the Courts of the Province
of British Columbia and agree to be bound by any suit, action or proceeding
commenced in such courts and by any order or judgment resulting from such suit,
action or proceeding. 

The parties further agree that service
of any process, summons, notice or document by delivery in the manner set forth
in Section 5.2 shall be effective service of process for any action, suit or
proceeding brought against any party in such court. The parties hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the matters
contemplated hereby in the courts of the Province of British Columbia and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such action, suit or proceeding so brought has been
brought in an inconvenient forum. 

PGM (RSA) hereby irrevocably designates
Blake, Cassels & Graydon LLP (in such capacity, the “Process Agent”),
with an office at 595 Burrard Street, Suite 2600, Vancouver, B.C. V7X 1L3, as
its designee, appointee and agent to receive, for and on its behalf service of process in such
jurisdiction in any legal action or proceedings with respect to this Agreement
or the transactions contemplated hereby, and such service shall be deemed
complete upon delivery thereof to the Process Agent; provided that in the case
of any such service upon the Process Agent, the party effecting such service
shall also deliver a copy thereof to PGM (RSA) in the manner provided in Section
5.2. PGM (RSA) shall take all such action as may be necessary to continue said
appointment in full force and effect or to appoint another agent so that PGM
(RSA) will at all times have an agent for service of process for the above
purposes in the city of Vancouver, British Columbia. 




- 6 - 

Nothing herein shall affect the right
of any party to serve process in any manner permitted by Applicable Law. PGM
(BC) and PGM (RSA) each expressly acknowledge that the foregoing waiver is
intended to be irrevocable under all Applicable Laws and that nothing contained
herein will in anyway limit any Liberty Metals & Mining’s right to commence
suits, actions or proceedings in any jurisdiction. 

	1.3 	
      Statutory References



In this Agreement, unless something in
the subject matter or context is inconsistent therewith or unless otherwise
herein provided, a reference to any statute is to that statute as now enacted or
as the same may from time to time be amended, re-enacted or replaced and
includes any regulations made thereunder. 

	1.4 	
      Currency



Any reference in this Agreement to
“U.S. Dollars”, “USD”, “US$”, “dollars” or
“$” shall be deemed to be a reference to lawful money of the United
States and any reference to any payments to be made shall be deemed to be a
reference to payments made in lawful money of the United States.

	1.5 	
      Severability



If any one or more of the provisions
contained in this Agreement is held to be invalid, illegal or unenforceable in
any respect under the laws of any jurisdiction, the validity, legality and
enforceability of such provision will not in any way be affected or impaired
thereby under the laws of any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby. 

	1.6 	
      Calculation of Time



If any time period set forth in this
Agreement ends on a day of the week that is not a Business Day, then
notwithstanding any other provision of this Agreement, such period will be
extended until the end of the next following day that is a Business Day. 

	1.7 	
      Consent



Whenever a provision of this Agreement
requires an approval or consent and such approval or consent is not delivered
within the applicable time limit, then, unless otherwise specified, the Party whose
consent or approval is required shall be conclusively deemed to have withheld
its approval or consent.





- 7 - 

	1.8 	
      Headings



The headings to the articles and
sections of this Agreement are inserted for convenience only and will not affect
the construction hereof. 

	1.9 	
      Rule of Construction



This Agreement been negotiated by each
party with the benefit of legal representation, and any rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not apply to the construction or interpretation of this Agreement. 

	1.10 	
      Other Matters of
Interpretation



In this Agreement: 

	 	(a) 	
      the singular includes the plural and vice
versa;

	 	 	 
	 	(b) 	
      the masculine includes the feminine and vice
  versa;

	 	 	 
	 	(c) 	
      references to “Article”, “Section” and “Subsection” are
      to articles, sections and subsections of this Agreement,
    respectively;

	 	 	 
	 	(d) 	
      the term “includes” or “including” means “including
      without limiting the generality of the foregoing”;

	 	 	 
	 	(e) 	
      all provisions requiring a Party to do or refrain from
      doing something will be interpreted as the covenant of that Party with
      respect to that matter notwithstanding the absence of the words
      “covenants” or “agrees” or “promises”;

	 	 	 
	 	(f) 	
      all provisions requiring a Party to do something will be
      interpreted as including the covenant of that Party to cause that thing to
      be done when the Party cannot directly perform the covenant but can
      indirectly cause that covenant to be performed, whether by an Affiliate
      under its control or otherwise; and

	 	 	 
	 	(g) 	
      the words “hereto”, “herein”, “hereby”, “hereunder”,
      “hereof” and similar expressions when used in this Agreement refer to the
      whole of this Agreement and not to any particular Article, Section,
      Subsection, Schedule or portion thereof.



ARTICLE 2 
TERMINATION OF PRODUCTION PAYMENT
AGREEMENT 

	2.1 	
      Production Payment



Upon the A&R Credit Agreement being
executed by all parties thereto and it becoming effective, this Agreement will
become effective and the Production Payment Agreement will be terminated. In
consideration for Liberty Metals & Mining agreeing to terminate the Production Payment Agreement PGM (BC) hereby agrees to pay
Liberty Metals & Mining a cash termination fee of US$ 25,000,000 (the
“Termination Fee”) by no later than the Stated Maturity Date. However,
notwithstanding the foregoing, provided no Event of Default has occurred, PGM
(BC) may satisfy its obligation to pay the Termination Fee by paying to Liberty
Metals & Mining US$ 15,000,000 prior to March 31, 2018 (the “Reduced
Termination Fee”). For greater certainty, if the Reduced Termination Fee is
not paid in cash to Liberty Metals & Mining prior by March 31, 2018, PGM BC
shall be obligated to pay the Termination Fee to Liberty Metals & Mining by
not later than the Stated Maturity Date.




- 8 - 

From and after an Event of Default, the
Termination Fee shall accrue interest, with such interest calculated in
accordance with Sections 2.5 (Default Interest) and 2.6 (Computations) of the
A&R Credit Agreement.

ARTICLE 3 
SECURITY, GUARANTEE AND REGULATORY
APPROVAL 

	3.1 	
      Security Documents



This Agreement constitutes a Facility
Document and the Termination Fee (as the same may be reduced as provided in
Section 2.1) shall constitute Facility Indebtedness and shall be subject to the
A&R Credit Agreement and secured by the Security Document) and PGM (BC) and
PGM (RSA) shall execute and deliver to such documents as Liberty Metals &
Mining may reasonably require to give effect to this Agreement.

	3.2 	
      Guarantee of
Obligations




	 	(a) 	
      Upon notice given by Liberty Metals & Mining to PGM
      (BC) and PGM (RSA) to the effect that PGM (BC) has failed to perform or
      satisfy any of its obligations under this Agreement, PGM (RSA) will
      forthwith perform or satisfy all such obligations specified in the notice.
      The guarantee obligation of PGM (RSA) hereunder is as a primary obligor
      and not merely a surety.

	 	 	 
	 	(b) 	
      Notwithstanding Section 3.2(a), PGM (RSA) shall not be
      required to perform or satisfy any of the obligations specified in the
      notice referred to in Section 3.2(a) if PGM (RSA) does not have the
      Regulatory Approval to so perform or satisfy.




	3.3 	
      Regulatory Approval




	 	(a) 	
      PGM (RSA) and PGM (BC) will promptly after the date of
      this Agreement seek the approval of the Financial Surveillance Department
      of the South African Reserve Bank (“FSD”) in respect of the
      undertaking and performance by PGM (RSA) of all of its obligations to
      Liberty Metals & Mining under the Transaction Documents which require
      the approval of the FSD (the “Regulatory Approval”). The
      obligations of PGM (RSA) under the Transaction Documents which do not
      require the approval of the FSD (which include its obligations under this
      Section 3.3) shall come into immediate force and
effect.







- 9 - 

	 	(b) 	
      PGM (BC) and PGM (RSA) shall use their reasonable efforts
      to obtain the Regulatory Approval and shall execute and deliver all acts,
      agreements and other documents as may be reasonably requested by Liberty
      Metals & Mining from time to time (i) in furtherance of the Regulatory
      Approval or (ii) to register, file, signify, publish, perfect, maintain,
      protect and enforce the guarantee contained in Section 3.2 and the related
      Security Interest. Upon request from Liberty Metals & Mining, PGM
      (RSA) and PGM (BC) shall provide copies of all documents, correspondence
      and applications relating to applying for and obtaining the Regulatory
      Approval.




	3.4 	
      Wire Transfer



Payments hereunder will be made without
demand by wire transfer in good, immediately available US Dollar funds, to such
account or accounts as Liberty Metals & Mining may designate pursuant to
wire instructions provided by Liberty Metals & Mining from time to time to
PGM (BC).

	3.5 	
      No Deductions




	 	(a) 	
      PGM (BC) and PGM (RSA) acknowledge and agree that as of
      the date hereof there is no obligation under Applicable Law to deduct or
      withhold from any amounts which may become payable by either of them to
      Liberty Metals and & Mining under this Agreement.

	 	 	 
	 	(b) 	
      Any and all payments made and other consideration
      provided to Liberty Metals & Mining hereunder shall be calculated and
      paid to Liberty Metals & Mining free and clear of, and without
      deduction, adjustment or withholding for or on account of any Taxes and
      without any deductions or adjustments on account of any costs, expenses,
      set-off, counterclaim or any other deductions or adjustment of any nature
      or kind, except to the extent such deduction or withholding is required by
      Law, in which case the provisions of Section 11.5(b) of the A&R Credit
      Agreement shall apply mutatis mutandis.



ARTICLE 4 
TRANSFERS, CHANGES OF CONTROL AND
REORGANIZATIONS 

	4.1 	
      Transfer by Liberty Metals &
  Mining



Liberty Metals & Mining may assign
or transfer its rights and obligations under this Agreement, in whole or in
part, to another party without the consent of PGM (BC) or PGM (RSA); provided
Liberty Metals & Mining shall provide notice to PGM (BC) prior to such
assignment or transfer. PGM (BC) and PGM (RSA) shall execute and deliver all
acts, agreements and other documents as may be requested by Liberty Metals &
Mining to effect, perfect or otherwise facilitate such assignment or transfer.





- 10 - 

	4.2 	
      No Transfer by PGM (BC) or PGM
  (RSA)



Neither PGM (BC) nor PGM (RSA) may
assign or transfer any of its rights and obligations under this Agreement
without the prior written consent of Liberty Metals & Mining. 

ARTICLE 5

	5.1 	
      Reimbursement of Expenses



PGM (BC) will pay for Liberty Metals
& Mining’s reasonable legal fees (on a solicitor and own client basis), and
all other costs, charges and expenses of and incidental to this Agreement and
the recovery of all amounts owing hereunder and under the other Facility
Documents, including but not limited to the enforcement of the Security
Documents. All amounts will be payable upon presentment of an invoice. 

	5.2 	
      Notice



Any notice, demand, consent or other
communication (“Notice”) given or made under this Agreement shall be made
in accordance with the A&R Credit Agreement.

	5.3 	
      Further Assurances



Each Party will, at the request of
another Party and at the requesting Party’s expense, execute all such documents
and take all such actions as may be reasonably required to effectuate the
purposes and intent of this Agreement. 

	5.4 	
      Entire Agreement



The Second Lien Credit Agreement and
the Facility Documents constitute the entire agreement of the Parties with
respect to the subject matter hereof, all previous agreements and promises in
respect thereto, being hereby expressly rescinded and replaced hereby. No
modification or alteration of this Agreement will be effective unless in writing
executed subsequent to the date hereof by both Parties. No prior written or
contemporaneous oral promises, representations or agreements are binding upon
the Parties. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express, implied or statutory, between
the Parties other than as expressly set forth in this Agreement. 

	5.5 	
      No Waivers



No waiver of or with respect to any
term or condition of this Agreement will be effective unless it is in writing
and signed by the waiving Party, and then such waiver will be effective only in
the specific instance and for the purpose for which given. No course of dealing
among the Parties, nor any failure to exercise, nor any delay in exercising, any
right, power, or privilege hereunder will operate as a waiver thereof, nor will
any single or partial exercise of any specific waiver of any right, power or
privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. 




- 11 - 

	5.6 	
      Time of the Essence



Time is of the essence in the
performance of any and all of the obligations of the Parties, including, without
limitation, the payment of monies. 

	5.7 	
      Counterparts



This Agreement may be executed in
multiple counterparts, each of which will constitute an original, but all of
which together will constitute one and the same instrument, and may be signed
and accepted by facsimile or other electronic communication. 

	5.8 	
      Parties in Interest



This Agreement will inure to the
benefit of and be binding on the Parties and their respective successors and
permitted assigns. 

	5.9 	
      Survival



Notwithstanding the termination of the
Production Payment Agreement, the obligations of PGM (BC) and PGM (RSA) under
Article 8 thereof and Section 3.5 thereof (as it relates to Article 8 thereof)
shall survive such termination and continue in full force and effect. The
termination of the Production Payment Agreement does not relieve PGM (BC) or PGM
(RSA) of any Event of Default (as defined in the Production Payment Agreement)
or Production Payment Obligations (as defined in the Production Payment
Agreement) prior to the date of termination of the Production Payment Agreement
pursuant to this Agreement.




- 12 - 

IN WITNESS WHEREOF, the Parties have caused this Production
Payment Agreement Termination Agreement to be executed and delivered as of the
date first set forth above. 

	 	PLATINUM GROUP METALS LTD.
  
	 	  	  
	 	By: 	/s/
      Frank R. Hallam 
	 	Name: 	Frank R. Hallam 
	 	Title: 	Chief Financial Officer & Secretary 
	 	  	  
	 	  	  
	 	PLATINUM GROUP METALS (RSA)
  
	 	PROPRIETARY LIMITED 
	 	  	  
	 	By: 	/s/
      Frank R. Hallam 
	 	Name: 	Frank R. Hallam 
	 	Title: 	Director 
	 	  	  
	 	  	  
	 	LIBERTY METALS & MINING
  
	 	HOLDINGS, LLC 
	 	  	  
	 	By: 	/s/
      Damon Barber 
	 	Name: 	Damon Barber 
	 	Title: 	Sr. vice President