---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

[   ]  Registration statement pursuant to Section
12 of the Securities Exchange Act of 1934 or

[X]  Annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934

|For the fiscal year ended August 31, 2012 | Commission File Number 001-33562
|----------------------------------------- | --------------------------------

Platinum Group Metals Ltd.(Exact name of registrant as specified in its charter)

|British Columbia                   | 1099                                              | Not Applicable     
|---------------------------------- | ------------------------------------------------- | -------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial
      Classification | (I.R.S. Employer   
|Incorporation or Organization)     | Code)                                             | Identification No.)

Bentall Tower 5Suite 328 - 550 Burrard StreetVancouver, BCCanada V6C 2B5(604) 899-5450(Address and telephone number of registrants principal executive
offices)

DL Services Inc.Columbia Center, 701 Fifth
Avenue, Suite 6100 Seattle, WA 98104-7043 (206) 903-8800(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities to be registered pursuant to Section 12(b) of the
Act:

|Title of Each Class:        | Name of Each Exchange On Which Registered:
|--------------------------- | ------------------------------------------
|                            |                                           
|Common Shares, no par value | NYSE MKT                                  

Securities registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: NoneFor annual reports, indicate by check
mark the information filed with this form:

|[X]  Annual Information Form | [X]  Audited Annual Financial Statements
|---------------------------- | ----------------------------------------

At August 31, 2012, the Registrant had outstanding
177,584,542 common shares without par value.

Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number
assigned to the Registrant in connection with such Rule.

[   ]
Yes                                                  
[X] No

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

[X]
Yes                                                  
[   ] No

---

DOCUMENTS INCORPORATED BY REFERENCE

The annual information form (“AIF”) of Platinum Group Metals Ltd. (the “Registrant” or the “Company”) for the fiscal year ended August 31, 2012 is incorporated herein by reference.

The audited consolidated financial statements of the Company as of August 31, 2012, August 31, 2011 and September 1, 2010 and for the years ended August 31, 2012 and August 31, 2011, including the report of the auditors with respect thereto, are
incorporated herein by reference.

The Company’s management’s discussion and analysis (“MD&A”) for the year ended August 31, 2012 is incorporated herein by reference.

EXPLANATORY NOTE

The Company is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Exchange Act on Form 40-F.  The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, the
Company’s equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United
States.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements concerning anticipated developments in the operations of the Company in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other
events or conditions that may occur in the future.  Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,”
“estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be
achieved. Information concerning the interpretation of drill results and mineral resource or reserve estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to
be present if and when a project is actually developed. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from
those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the AIF incorporated by reference in this report.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Company assumes no obligation to update such forward-looking statements in the future.  For
the reasons set forth above, investors should not place undue reliance on forward-looking statements.

The Company prepares its financial statements in accordance with International Financial Reporting Standards, as issued by the International Financial Accounting Boards, and they may be subject to Canadian auditing and auditor independence
standards. Accordingly, the financial statements of the Company incorporated by reference in this report may not be comparable to financial statements of United States companies.

DISCLOSURE CONTROLS AND PROCEDURES

The information provided under the heading “Disclosure Controls and Internal Control Over Financial Reporting” contained in the Company’s MD&A is incorporated by reference herein.

---

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The information provided under the heading “Disclosure Controls and Internal Control Over Financial Reporting” contained in the Company’s MD&A is incorporated by reference herein.

ATTESTATION REPORT OF THE REGISTERED ACCOUNTING FIRM

The information provided under the heading “Disclosure Controls and Internal Control Over Financial Reporting – Exemption from Section 404(b) of the Sarbanes-Oxley Act” contained in the Company’s MD&A is incorporated by
reference herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The information provided under the heading “Disclosure Controls and Internal Control Over Financial Reporting – Changes in Internal Controls over Financial Reporting” contained in the Company’s MD&A is incorporated by
reference herein.

AUDIT COMMITTEE FINANCIAL EXPERT

The information provided under the heading “Audit Committee – Audit Committee Composition and Background” contained in the Company’s AIF is incorporated by reference herein.

CODE OF ETHICS

The information provided under the heading “Directors and Officers - Code of Ethics” contained in the Company’s AIF is incorporated by reference herein

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information provided under the headings “Audit Committee – Independent Auditor’s Fees” and “Audit Committee – Pre-Approval Policies and Procedures” contained in the Company’s AIF is incorporated by
reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The information provided “Discussion of Operations and Financial Condition – Off-Balance Sheet Arrangements” contained in the Company’s MD&A is incorporated by reference herein.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The information provided under the heading “Discussion of Operations and Financial Condition – Liquidity and Capital Resources” contained in the Company’s MD&A is incorporated by reference herein.

---

IDENTIFICATION OF THE AUDIT COMMITTEE

The information provided under the heading Audit Committee
Audit Committee Composition and Background contained in the Companys AIF is
incorporated by reference herein. The Company has a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of
the Securities Exchange Act of 1934, as amended.

UNDERTAKINGS

The Company undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or to transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed with the Commission a written
consent to service of process and power of attorney on Form F-X. Any change to
the name or address of the Companys agent for service shall be communicated
promptly to the Commission by amendment to the Form F-X referencing the file
number of the Company.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.

PLATINUM GROUP METALS LTD.

//signed//R. Michael Jones President, Chief Executive Officer and Director

Date: November 23, 2012

---

EXHIBIT INDEX

The following documents are being filed with the Commission as
exhibits to this annual report on Form 40-F.

|Exhibit | Description                                                                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1    | Annual Information Form                                                                                                                                            
|99.2    | Audited Consolidated Financial Statements for
      the years ended August 31, 2012, 2011 and 2010, including the report of
      the auditors with respect thereto
|99.3    | Managements Discussion and
      Analysis for the year ended August 31, 2012                                                                                      
|99.4    | Certification of Chief Executive Officer as
      Required by Rule 13a-14(a) under the Exchange Act                                                                
|99.5    | Certification of Chief
      Financial Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                
|99.6    | Certification of Chief Executive Officer
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002      
|99.7    | Certification of Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002      
|99.8    | Consent of PricewaterhouseCoopers LLP                                                                                                                              
|99.9    | Consent of Coffey Mining Pty
      Ltd.                                                                                                                            
|99.10   | Consent of Minxcon (Pty) Ltd.                                                                                                                                      
|99.11   | Consent of R. Michael Jones                                                                                                                                        
|99.12   | Consent of Turnberry Projects (Pty) Ltd.                                                                                                                           
|99.13   | Consent of Wardrop Engineering
      Inc.                                                                                                                          

---