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Annual Information Form of Platinum Group Metals Ltd.
For year ended: August 31, 2011







Annual Information Form  Filed November 22, 2011

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|Platinum Group Metals Ltd.  
|----------------------------
|2011 Annual Information Form

Table of Contents

|PRELIMINARY
      NOTES                                          | 3 
|---------------------------------------------------------------- | --
|CORPORATE
      STRUCTURE                                        | 6 
|GENERAL
      DEVELOPMENT OF THE BUSINESS                        | 7 
|Three
      Year History                                         | 7 
|DESCRIPTION
      OF THE COMPANYS BUSINESS                      | 9 
|General                                                          | 9 
|Recent
      Financing                                           | 10
|Platinum
      and Palladium Trends                              | 10
|Employees                                                        | 11
|Competition                                                      | 11
|Environmental
      Compliance                                   | 11
|Foreign
      Operations                                         | 12
|MINERAL
      PROPERTY INTERESTS                                 | 12
|Projects
      1 and 3 of the Western Bushveld Complex           | 12
|War
      Springs and Tweespalk, North Limb, South Africa        | 37
|Sable
      Joint Venture, South Africa                          | 38
|Waterberg
      Venture, South Africa                            | 38
|Lac
      Des Iles, Ontario, Canada                              | 39
|Northwest
      Territories, Canada                              | 39
|RISK
      FACTORS                                               | 40
|DIVIDENDS                                                        | 48
|DESCRIPTION
      OF CAPITAL STRUCTURE                           | 48
|Market
      for Securities                                      | 48
|ESCROWED
      SECURITIES                                        | 49
|DIRECTORS
      AND OFFICERS                                     | 49
|AUDIT
      COMMITTEE                                            | 52
|LEGAL
      PROCEEDINGS AND REGULATORY ACTIONS                   | 53
|INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 53
|TRANSFER
      AGENTS AND REGISTRARS                             | 53
|MATERIAL
      CONTRACTS                                         | 54
|NAMES
      AND INTERESTS OF EXPERTS                             | 54
|ADDITIONAL
      INFORMATION                                     | 54
|SCHEDULE
      A                                               | 55
|SCHEDULE
      B                                               | 59

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|2011 Annual Information Form

Preliminary Notes

DATE OF INFORMATION

All information in this Annual Information Form (AIF) of
Platinum Group Metals Ltd. (Platinum Group or the Company) is as of August
31, 2011 unless otherwise indicated.

GLOSSARY OF TERMS

Schedule B attached hereto contains a glossary of mining
terms used in this AIF.

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated by reference into this AIF are the Consolidated
Audited Financial Statements of the Company for the year ended August 31, 2011
(the Financial Statements) as filed on SEDAR on November 21, 2011, a copy of
which may be obtained online from SEDAR at www.sedar.com.

Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this AIF to the extent that a statement contained in this
AIF or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not constitute a part of this AIF,
except as so modified or superseded. The modifying or superseding statement need
not state that it has modified or superseded a prior statement or include any
other information set forth in the document that it modifies or supersedes.

The making of such a modifying or superseding statement shall
not be deemed an admission for any purpose that the modified or superseded
statement, when made, constituted a misrepresentation, an untrue statement of a
material fact or an omission to state a material fact that is required to be
stated or that is necessary to make a statement not misleading in light of the
circumstances in which it was made.

All financial information in this AIF is prepared in accordance
with generally accepted accounting principles in Canada.

FORWARD LOOKING STATEMENTS

This AIF and the documents incorporated by reference herein
contain forward-looking statements and forward-looking information
(collectively, forward-looking statements) within the meaning of applicable
Canadian and US securities legislation. 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, including without limitation, statements regarding estimates and/or
assumptions in respect of production, revenue, cash flows and costs, estimated
project economics, mineral resource and mineral reserve estimates, potential
mineralization, potential mineral resources and mineral reserves, projected
timing of possible production, the Companys exploration and development plans
and objectives with respect to its projects and the successful exercise of the
Maseve Subscription Right (as defined herein) are forward-looking
statements.

These forward-looking statements reflect the current
expectations or beliefs of the Company based on information currently available
to the Company. Forward-looking statements in respect of capital costs,
operating costs, production rate, grade per tonne and smelter recovery are based
upon the estimates in the Updated Feasibility Study and the forward-looking
statements in respect of metal prices and exchange rate are based upon the three
year trailing average prices and the assumptions contained in the Updated
Feasibility Study.

Forward-looking statements are subject to a number of risks and
uncertainties that may cause the actual events or results of the Company to
differ materially from those discussed in the forward-looking statements, and
even if such actual events or results were 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 of the Company to differ materially
from current expectations include, among other things: metals price volatility;
additional financing requirements; economic and political instability; the
ability to obtain and maintain necessary permits; fluctuations in the relative
values of the Canadian Dollar as compared to the South African Rand and the
United States Dollar; property title risks including defective title to mineral
claims or property; the mineral exploration industry is extremely competitive;
South African foreign exchange controls may limit repatriation of profits; the
Companys designation as a passive foreign investment company; discrepancies
between actual and estimated reserves and resources, between actual and
estimated development and operating costs, between actual and estimated
metallurgical recoveries and between estimated and actual production; 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; success of
exploration activities and permitting time lines; the speculative nature of
mineral exploration, development and mining, including the risks of obtaining
necessary licenses and permits; exploration, development and mining risks and
the inherently dangerous nature of the mining industry, including environmental
hazards, industrial accidents, unusual or unexpected formations, 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; the Companys limited experience with development-stage mining
operations; the Company has a history of losses; most of the Companys
properties contain no proven reserves; the ability of the Company to retain its
key management employees; conflicts of interest; dilution through the exercise
of outstanding options and warrants; share price volatility and no expectation
of paying dividends; any disputes or disagreements with the Companys joint
venture partners; socio-economic instability in South Africa or regionally; the
Companys land in South Africa could be subject to land restitution claims; any
adverse decision in respect of the Companys prospecting or future mining rights
and projects in South Africa; the introduction of South African State royalties
where the Companys current mineral reserves are located; and the other risks
disclosed under the heading Risk Factors in this AIF.

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|2011 Annual Information Form

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 as a result of new information, future events or results or
otherwise. Although the Company believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking statements are not
guarantees of future performance and accordingly undue reliance should not be
put on such statements due to the inherent uncertainty therein.

CURRENCY AND EXCHANGE

All dollar amounts in this AIF are expressed in Canadian
Dollars unless otherwise indicated. The Companys accounts are maintained in
Canadian Dollars. All references to U.S. Dollars or to US$ are to U.S.
Dollars. All references to ZAR or to R or to Rand are to South African
Rand.

The following table sets forth the rate of exchange for the
Canadian Dollar expressed in United States Dollars in effect at the end of the
indicated periods, the average of exchange rates during such periods, and the
high and low exchange rates during such periods based on the noon rate of
exchange as reported by the Bank of Canada.

Canadian Dollars
      to U.S. Dollars
    Year Ended
      August 312011
    2010
    2009
    2008Rate at end of period
    US$1.0221
    US$0.9399
    US$0.9118
    US$0.9411Average rate for period
    US$1.0115
    US$0.9565
    US$0.8484
    US$0.9961High for period
    US$1.0583
    US$0.9950
    US$0.9711
    US$1.0905Low for period
    US$0.9506
    US$0.9244
    US$0.7653
    US$0.9365


The noon rate of exchange on November 21, 2011 as reported by
the Bank of Canada for the conversion of Canadian Dollars into United States
Dollars was Canadian $1.00 equals US$0.9629.

The following table sets forth the rate of exchange for the
South African Rand, expressed in Canadian Dollars in effect at the end of the
periods indicated, the average of exchange rates during such periods, and the
high and low exchange rates during such periods based on the noon
rate of exchange as reported by the Bank of Canada.

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South African Rand to
      Canadian Dollars
    Year Ended
      August 312011
    2010
    2009Rate at end of period
    $0.1397
    $0.1443
    $0.1409Average rate for period
    $0.1428
    $0.1393
    $0.1304High for period
    $0.1510
    $0.1358
    $0.1108Low for period
    $0.1352
    $0.1441
    $0.1502


The rate of exchange on November 21, 2011 as reported by the
Bank of Canada for the conversion of South African Rand into Canadian Dollars
was one South African Rand equals Canadian $0.1247.

METRIC EQUIVALENTS

For ease of reference, the following factors for converting
Imperial measurements into metric equivalents are provided:

To convert from Imperial
    To metric
    Multiply byAcres
    Hectares
    0.404686Feet
    Metres
    0.30480Miles
    Kilometres
    1.609344Tons
    Tonnes
    0.907185Ounces (troy)/ton
    Grams/Tonne
    34.2857


Terms used and not defined in this AIF that are defined in
National Instrument 51-102 - Continuous Disclosure Obligations (NI 51-102)
shall bear that definition. Other definitions are set out in National Instrument
14-101 Definitions, as amended.

CAUTIONARY NOTE TO UNITED STATES READERS  DIFFERENCES
REGARDING THE DEFINITIONS OF RESOURCE AND RESERVE ESTIMATES IN THE UNITED STATES
AND CANADA

Mineral Reserve

The definitions of mineral reserves, proven mineral
reserves and probable mineral reserves, as used in this report, are Canadian
mining terms as defined in accordance with National Instrument 43-101
-Standards of Disclosure for Mineral Projects(NI 43-101) under the
guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum
(the CIM) Standards on Mineral Resources and Mineral Reserves Definitions and
guidelines adopted by the CIM Council on August 20, 2000. CIM standards differ
from the standards in the United States.

Under United States standards, a mineral reserve is defined
as a part of a mineral deposit which could be economically and legally extracted
or produced at the time the mineral reserve determination is made, where:

- reserve means that part of a mineral deposit which can be economically
  and legally extracted or produced at the time of the reserve determination;
- economically implies that profitable extraction or production has been
  established or analytically demonstrated to be viable and justifiable under
  reasonable investment and market assumptions; and
- while legally does not imply that all permits needed for mining and
  processing have been obtained or that other legal issues have been completely
  resolved, for a reserve to exist, there should be a reasonable certainty based
  on applicable laws and regulations that issuance of permits or resolution of
  legal issues can be accomplished in a timely manner.

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Mineral reserves are categorized as follows on the basis of the
degree of confidence in the estimate of the quantity and grade of the deposit.

Under United States standards, proven or measured reserves are
defined as reserves for which (a) quantity is computed from dimensions revealed
in outcrops, trenches, workings or drill holes, grade and/or quality are
computed from the results of detailed sampling and (b) the sites for inspection,
sampling and measurement are spaced so closely and the geographic character is
so well defined that size, shape, depth and mineral content of reserves are well
established.

Under United States standards, probable reserves are defined as
reserves for which quantity and grade and/or quality are computed from
information similar to that of proven reserves (under United States standards),
but the sites for inspection, sampling, and measurement are further apart or are
otherwise less adequately spaced. The degree of assurance, although lower than
that for proven mineral reserves, is high enough to assume continuity between
points of observation.

Mineral Resource

While the terms mineral resource, measured mineral
resource, indicated mineral resource, and inferred mineral resource are
recognized and required by Canadian regulations, they are not defined terms
under standards in the United States. As such, information contained in this
report concerning descriptions of mineralization and resources under Canadian
standards may not be comparable to similar information made public by U.S.
companies subject to the reporting and disclosure requirements of the United
States Securities and Exchange Commission (SEC). Indicated mineral resource
and inferred mineral resource have a great amount of uncertainty as to their
existence and a great uncertainty as to their economic and legal feasibility. It
cannot be assumed that all or any part of an indicated mineral resource or
inferred mineral resource will ever be upgraded to a higher category.
Investors are cautioned not to assume that any part or all of mineral deposits
in these categories will ever be converted into reserves .

Corporate Structure

The Company is a British Columbia corporation amalgamated 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. On January 25, 2005, the Company was transitioned under the
Business Corporations Act(British Columbia). On February 22, 2005, the
Companys shareholders passed a special resolution to amend the authorized share
capital from 1,000,000,000 common shares without par value (Common Shares) to
an unlimited number of common shares without par value, to remove the
Pre-existing Company Provisions and to adopt new articles.

|The Companys head office is
      located at:      
|----------------------------------------------------
|                                                    
|                                                    
|                                                    
|                                                    
|The Companys registered office is
      located at:
|                                                    
|                                                    
|                                                    
|                                                    

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|2011 Annual Information Form

PLATINUM GROUP METALS AND ITS PRINCIPAL SUBSIDIARIES



The Company has two wholly-owned subsidiaries, one
majority-owned subsidiary and a 37% holding in a fourth company, all of which
are incorporated under the company laws of The Republic of South Africa. The
Company also has a 100% owned subsidiary, Platinum Group Metals (Barbados) Ltd.,
incorporated under the laws of Barbados, which is currently inactive and not
material to the affairs of the Company.

The Company conducts its South African exploration and
development work through its wholly-owned direct subsidiary, Platinum Group
Metals (RSA) (Proprietary) Limited (PTM RSA). PTM RSA holds the Companys
interests in Project 1 and Project 3 of what was formerly the Western Bushveld
Joint Venture (the WBJV) through its majority 74% holdings in Maseve
Investments 11 (Pty) Limited (Maseve). See details below Projects 1 and 3
of the Western Bushveld Complex

PTM RSA also holds 100% of the shares of a company named
Wesplats Holding (Proprietary) Limited (Wesplats), a holding company set up to
acquire surface rights over Project 1, and a 37% interest in Wildebeest Platinum
(Pty) Limited (Wildebeest), a company set up to hold prospecting permits for
the exploration joint venture between the Company and Sable Platinum (Pty) Ltd.
(Sable).

The registered and records offices of PTM RSA, Maseve, Wesplats
and Wildebeest are located at 4thFloor, Aloe Grove, 196 Louis Botha
Avenue, Houghton Estate, Johannesburg, 2000, Gauteng Province, Republic of South
Africa. The principal business address of PTM RSA is Technology House,
Greenacres Office Park, Victory Park, Johannesburg 2193, Gauteng Province, South
Africa.

General Development of the Business

Since its formation in 2002, the Company has been engaged in
the acquisition, exploration and development of Platinum properties with
interests in the western and northern limbs of the Bushveld Complex in South
Africa and in Ontario, Canada. Currently, the Companys primary focus is
bringing its Project 1 Platinum Mine located in the Western Bushveld Complex of
South Africa into production.

Three Year History

The following is a timeline summarizing the Companys
activities over the last three years:

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May 2008
    The Company purchased surface rights adjacent to the east
      of the Project 1 deposit area measuring 216.27 hectares.
    Page 19May 2008
    The Company purchased additional surface rights directly
      over a portion of the Project 1 deposit area measuring 358.79 hectares.
    Page 19July 2008
    The Company published a Feasibility Study and revised
      resource estimation for the Project 1 area of the WBJV.
    Page 35September 2008
    The Company announced that the parties of the WBJV
      entered into an agreement, subject to formal documentation and conditions
      precedent, to consolidate and rationalize the ownership of the mineral
      rights held by the WBJV.
    Page 13December 2008
    On December 9, 2008, the Company announced the execution
      of definitive agreements (the Consolidation Agreements) by Anglo
      Platinum Limited (Anglo) and Wesizwe Platinum Limited (Wesizwe) to
      consolidate and rationalize the ownership of the mineral rights held by
      the WBJV (the Consolidation Transaction). The Consolidation Agreements
      were completed on April 22, 2010.
    Page 13March 2009
    The Company entered into an option agreement with Japan
      Oil, Gas and Metals National Corporation (JOGMEC) whereby JOGMEC may
      earn 35% (one-half of the Companys interest) of the War Springs Project.
    Page 38September 2009
    The Company was granted prospecting rights for a 118
      square kilometre area named the Waterberg Project north of the known North
      Limb of the Bushveld Complex.
    Page 38October 2009
    The Company entered into an agreement with JOGMEC and
      empowerment company Mnombo Wethu Consultants CC (Mnombo) whereby JOGMEC
      may earn up to a 37% interest in the Waterberg project and Mnombo may earn
      a 26% interest.
    Page 39October 2009
    The Company published the Updated Feasibility Study and
      revised resource estimate for the Project 1 area of the WBJV.
    Page 32April 2010
    The Company paid an equalization amount due to Anglo of R
      186.28 million (approximately $24.83 million at the time), including
      interest charges, as required under the terms of the original WBJV
      Agreement.
    Page 13April 2010
    On April 22, 2010, the Consolidation Transaction was
      completed and the WBJV was dissolved. The mineral rights underlying
      Project 1 and 3 were transferred into project operating company, Maseve.
      Wesizwe received a 45.25% initial interest in Maseve in exchange for the
      mineral rights it transferred to Maseve and the Company owned the
      remaining 54.75%.Under the terms of the Consolidation Agreements, the Company acquired
      the right to subscribe for a further 19.25% interest in Maseve (the
      Maseve Subscription Right). Company exercised the Maseve Subscription
      Right in January 2011. See Acquisition and Reorganization  Project 1 and
      3.
    Page 13August 2010
    The Company purchased surface rights covering 1,713
      hectares overlaying the area of Project 1 for R 130.0 million
      (approximately $18.80 million).
    Page 19October 2010
    The Company raised gross proceeds of $143.81 million on
      the issue of 70.15 million shares. The net proceeds were approximately
      $135.6 million after deducting the underwriters fee of $7.91
      million and expenses of the offering of $0.3 million.
    Page 10


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December 2010
    The Company appointed DRA Mining Pty Ltd. (DRA) as
      Engineering, Procurement, Construction and Management (EPCM) contractor
      for surface infrastructure and underground development at Project 1.
    Page 14January 2011
    On January 14, 2011, the Company exercised its Maseve
      Subscription Right and acquired a further 19.25% interest in Maseve for
      subscriptions in the amount of approximately $59 million (R 408.81
      million), thereby increasing its shareholding to 74%.
    Page 13February 2011
    The Company acquired a right to earn up to a 75% interest
      (the Bark Lake Option) in Benton Resources Corps ("Benton"), Bark Lake
      platinum-palladium project, comprised of 19 mineral claims located west of
      Thunder Bay, Ontario. The Company stakes additional claims near Thunder
      Bay and commences exploration programs and drilling in the region.
    Page 39March 2011
    The Company received a positive record of decision from
      the Department of Mineral Resources of the Government of South Africa
      (DMR) for the detailed underground development plans and environmental
      management program, including the taking of a bulk sample.
    Page 14May 2011
    The Company commenced the Phase 1 civil construction work
      at Project 1 (Phase 1.)
    Page 14July 2011
    The Company awarded the contract to develop the Phase 1
      underground decline tunnels at Project 1 to JIC Mining Services (JIC) of
      Johannesburg, South Africa.
    Page 14August 2011
    The Company acquired 100% ownership in the Providence
      Lake Nickel (Ni)-Copper (Cu)-Platinum Group Elements (PGE) property
      located in the Northwest territories, Canada.
    Page 39August 2011
    The Company entered into a mandate letter with Barclays
      Capital, the investment banking division of Barclays Bank PLC (together
      with its affiliate Absa Capital, the corporate & investment banking
      division of Absa Bank Limited), The Standard Bank of South Africa Limited,
      West LB AG and Caterpillar Financial SARL for a US $260 million project
      finance loan to develop the Project 1 Platinum Mine. The proposal has
      preliminary credit committee approval from each of the proposed lenders,
      but is subject to certain legal and technical due diligence, final credit
      approval and execution of a formal loan agreement. Completion of due
      diligence and the documentation is currently in process.
    Page 10


Description of the Companys Business

General

The Companys business is conducted primarily in South Africa,
and to a lesser extent, in Ontario and the Northwest Territories in Canada. The
Companys flagship, Project 1, in the Western Bushveld Complex of South Africa,
is currently in development. The proceeds from the October 2010 Financing were
utilized to execute the initial Phase 1 development and bulk sample program,
including beginning to sink twin declines into the central part of the Project 1
deposit. Phase 1 is budgeted at USD $100 million. The Company is in the process
of obtaining further financing to continue the development of Project 1. Phase 1
is approximately 55% to 60% complete with estimated completion by late calendar
2012. Subject to the grant of a final mining right from the Government of South
Africa, once funding from both debt and equity sources is complete, the Company
plans to commence Phase 2, including an additional southern decline access to
the deposit and a milling, concentrating and tailings facility. Plant and
facility construction and commissioning are estimated to take two years to
complete. First production is currently projected to occur in late mid-2014.
Full commercial production is estimated to occur after a two to three year ramp
up period subsequent to the commissioning of the plant.

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The Company also holds interests in various early stage
exploration projects located in Canada and in South Africa. The Company
continues to evaluate exploration opportunities both on currently owned
properties and on new prospects. Details of these projects may be found in the
Mineral Property Interests section below and in Note 6 of the Financial
Statements.

To conduct its exploration and development, the Company is
dependent on sub-contractors for certain construction, engineering, geological
services, drilling equipment and supplies. These are generally available but
vary in price and immediacy of availability subject to demand. For recent
development regarding key personnel and contractors for Project 1 see Recent
Development  Project 1

At present the Company has no debt other than trade payables in
the normal course. The Company holds its cash at a major Canadian chartered
bank, a major London Bank or with a major South African bank in current accounts
and interest bearing deposits. The Company currently owns no marketable
securities.

Recent Financing

In October 2010, the Company raised gross proceeds of $143.81
million on the issue of 70.15 million shares on a bought deal basis. The net
proceeds received by the Company from the offering were approximately $135.6
million (determined after deducting the underwriters fee of $7.91 million and
estimated expenses of the offering of $300,000). The Companys 2009 Updated
Feasibility Study estimates the total capital cost to build the Project 1
Platinum Mine at US$443 million (at 8.0 Rand to the USD). The net proceeds of
the offering allowed the Company to initiate development, but further financing
will be required to complete the project, likely from a combination of debt
financing and the issuance of additional equity.

The Company entered into a mandate letter with Barclays
Capital, the investment banking division of Barclays Bank PLC (together with its
affiliate Absa Capital, the corporate & investment banking division of Absa
Bank Limited), The Standard Bank of South Africa Limited, West LB AG and
Caterpillar Financial SARL for a US $260 million project finance loan to develop
the Project 1 Platinum Mine. The proposal has preliminary credit committee
approval from each of the proposed lenders, but is subject to certain legal and
technical due diligence, final credit approval and execution of a formal loan
agreement. Completion of due diligence and the documentation is currently in
process. Draw down on the facility would be subject to certain conditions,
including the completion of a concentrate off take agreement and the grant of a
final mining authorization for Project 1 by the DMR. Based on the current
timelines to completion of documentation, hedging facilities, off take
agreements, updated implementation engineering and the grant of a final mining
right, the Company now anticipates that completion of formal loan arrangements
will occur in Q1 and Q2 of calendar 2012.

Platinum and Palladium Trends

- The platinum market was close to balance in 2010, with a surplus of just
  20,000 oz. Supplies remained almost flat at 6.06 million ounces, while gross
  demand increased by 16% to 7.88 million ounces. Recycling of platinum
  increased by almost a third to 1.84 million ounces.
- Gross demand for platinum in autocatalysts increased by 43% to 3.13 million
  ounces in 2010 as the global automotive sector bounced back from a poor 2009.
  Increased vehicle production in Europe in particular benefited platinum.
- Gross industrial demand for platinum increased by 48% to 1.69 million
  ounces in 2010, led by growth in the glass and chemical sectors.
- Gross demand for platinum from the jewelry sector fell by 14% to 2.42
  million ounces in 2010 mainly due to softer Chinese demand. Purchasing of
  platinum by the jewelry industry in other regions remained fairly stable.
- Identifiable physical investment demand for platinum remained almost flat
  in 2010 at 650,000 oz.

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- The palladium market was in a fundamental deficit of 490,000 oz in 2010.
  Supplies of palladium increased by a modest 3% to 7.29 million ounces. Gross
  demand increased by 23% to 9.63 million ounces, its highest ever level.
  Recycling of palladium increased by 29% to 1.85 million ounces.
- A strongly performing automotive sector in all regions pushed up gross
  demand for palladium in autocatalysts by 35% to 5.45 million ounces in 2010.
- Gross industrial demand for palladium increased by 70,000 oz in 2010 to
  2.47 million ounces. Gross palladium demand in the jewelry sector softened by
  20% in 2010 to 620,000 oz.
- Net identifiable physical investment demand for palladium increased by a
  remarkable 74% in 2010 due to strong demand for various palladium exchange
  traded funds (ETFs).

Employees

As at August 31, 2011, the Companys complement of staff,
consultants and casual workers in both Canada and South Africa consists of
approximately 30 individuals. A further six people have been appointed as the
owners team for the Project 1 Platinum Mine in South Africa. EPCM provider, DRA
has assigned approximately 30 people to the project. Civil and underground
mining contractors currently have approximately 300 people working on site at
Project 1. Of these 300 people more than 30% are people from the local community
surrounding Project 1.

Specialized Skills and Knowledge

Due to the specialized skills and knowledge required for a
company in the development phase and moving into the production phase, the
Company has contracted the services of Requisite Business Solutions (RBS), an
experienced and professional Human Resources Company, to provide services to
both the site and office for Project 1. These services include human resources,
organization design and human resource planning services. For recent development
regarding key personnel and contractors for Project 1 see Recent Development
 Project 1.

Competition

The global platinum group metals (PGM) mining industry is
characterised by long term rising demand from global automotive and fabrication
sectors on one hand and constrained supply sources on the other. South Africas
PGM mining sector is the largest and fastest growing sector in the South African
mining industry, representing approximately 80% of global supply. Almost all of
the South African platinum supply comes from the geographic constraints of the
Western and Eastern Limbs of the Bushveld Igneous Complex, resulting in a high
degree of competition for mineral rights and projects. Notwithstanding its
geographic superiority, the South African sector remains beholden to economic
developments in the global automotive industry which accounts for approximately
50% of the total global demand for platinum. A prolonged downturn in global
automobile and light truck sales, resulting in depressed platinum prices, often
results in declining production as unprofitable mines are shut down.
Alternatively, strong automobile and light truck sales combined with strong
fabrication demand for platinum, most often results in a more robust industry,
creating competition for resources, including funding, labour, technical
experts, power, water, materials and equipment. The South African industry is
dominated by three or four producers, who also control smelting and refining
facilities. As a result there is general competition for access to these
facilities on a contract basis. As the Company moves towards production from its
Project 1 it will become exposed to many of the risks of competition as outlined
herein and as set out below. See further discussion in Risk Factors
below.

Environmental Compliance

The Companys current and future exploration and development
activities, as well as future mining and processing operations, if warranted,
are subject to various federal, state and local laws and regulations in the
countries in which the Company conducts its activities. These laws and
regulations govern the protection of the environment, prospecting, development,
production, taxes, labour standards, occupational health, mine safety, toxic
substances and other matters. Company management expects to be able to comply
with those laws and does not believe that compliance will have a material
adverse effect on the Companys competitive position. The Company intends to
obtain all licenses and permits required by all applicable regulatory agencies in connection with our mining operations and
exploration activities. The Company intends to maintain standards of compliance
consistent with contemporary industry practice.

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Foreign Operations

The Company conducts the majority of its business in South
Africa. South Africa has a large and well-developed mining industry,
particularly in the area where the Project 1 is located. This, among other
factors, means the infrastructure in the area is well established, with
well-maintained roads and highways as well as electricity distribution networks,
water supply and telephone systems. There is also excellent access to materials
and skilled labour in the region, due to the existence of many platinum and
chrome mines in the immediate vicinity. Smelter complexes and refining
facilities are also located in the area. South Africa has a well-established
government, police force and judiciary as well as financial, health care and
social institutions. The system of mineral tenure was overhauled by new
legislation in 2002. Since the fall of Apartheid and the free elections of 1994,
South Africa is considered an emerging democracy. For a discussion of risks
associated with operating in South Africa, please see Risk Factorsbelow.

Mineral Property Interests

Under Canadian GAAP, the Company defers all acquisition,
exploration and development costs related to mineral properties. The
recoverability of these amounts is dependent upon the existence of economically
recoverable 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.

Projects 1 and 3 of the Western Bushveld Complex

Readers are encouraged to read the following technical reports,
from which the disclosure in this section has been derived:

| | 1. | Technical report dated August 31, 2010 entitled
      Technical Report on Project 3 Resource Cut Estimation of the Western
      Bushveld Joint Venture (WBJV) Located on the Western Limb of the Bushveld
      Igneous Complex, South Africa (the Project 3 Report), filed on SEDAR
      October 5, 2010;      
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                       
| | 2. | Technical report dated November 20, 2009 entitled
      Updated Technical Report (Updated Feasibility Study) Western Bushveld
      Joint Venture (Elandsfontein and Frischgewaagd) (the Updated Feasibility
      Study), filed on SEDAR November 25, 2009;                                                      
| |    |                                                                                                                                                                                                                                                                                                                       
| | 3. | Technical report dated November 20, 2009 entitled An
      Independent Technical Report on Project Areas 1 and 1A of the Western
      Bushveld Joint Venture (WBJV) Located on the Western Limb of the Bushveld
      Igneous Complex, South Africa (the Project 1 Report) filed on SEDAR
      November 24, 2009;

Acquisition and Reorganization Project 1 and
3

On October 26, 2004, the Company entered into a joint venture
agreement (the WBJV Agreement) forming the WBJV with Anglo and Africa Wide
Mineral Prospecting and Exploration (Pty) Limited (Africa Wide) in relation to
a platinum exploration and development project on combined mineral rights
covering approximately 67 square kilometers on the Western Bushveld Complex of
South Africa. In April 2007, Anglo contributed a further 5 square kilometer area
into the WBJV. The WBJV was divided into three distinct project areas, namely
Projects 1, 2 and 3. The ownership interests of the WBJV were originally
structured as 37% by Rustenburg Platinum Mines Ltd. (RPM), a subsidiary of
Anglo; 26% by Africa Wide (which was acquired in 2007 by Johannesburg Stock
Exchange listed Black Economic Empowerment company, Wesizwe Platinum (Pty) Ltd.
(Wesizwe)); and 37% by PTM RSA. PTM -RSA was the operator of the joint
venture.

Under the terms of the original WBJV Agreement, upon a decision
to mine, the respective deemed capital contribution of each party would be
credited a dollar amount, based on their contribution of measured, indicated and inferred PGM ounces from the contributed
properties comprising the WBJV. The ounces contributed would be determined based
upon, and at the time of, the first bankable feasibility study for the WBJV, in
accordance with the South African SAMREC Code and agreed amongst the parties on
a Determination Date as defined in the WBJV agreement.

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On September 2, 2008, the Company announced that the parties to
the WBJV had agreed to terms with respect to the Consolidation Transaction and
on December 9, 2008, the Company announced it had executed the definitive
Consolidation agreements in this regard.

On April 22, 2010, the Company paid an equalization amount due
to Anglo of R 186.28 million (approximately $24.83 million at the time),
including interest charges, as required under the terms of the original WBJV
Agreement.

On April 22, 2010, the Consolidation Transaction was completed
and the WBJV was dissolved. The parties had agreed that upon dissolution the
equalization due under the original WBJV Agreement would be paid and settled
between the parties. At the moment of dissolution, Wesizwe acquired all of
Anglos rights and interests to the mineral rights underlying the WBJV, retained
Anglos mineral rights to Project 2, and transferred all of Anglos mineral
rights underlying Projects 1 and 3 into project operating company, Maseve. The
Company also transferred its mineral rights underlying Project 1 into Maseve,
the result being that Wesizwe retained 100% of Project 2 and Maseve obtained
100% of Projects 1 and 3. The combined area covered by the mineral rights for
Projects 1 and 3 held through Maseve, comprises approximately 53 square
kilometres.

Although the Company did not hold any of the mineral rights
comprising Project 2, the Company had an 18.5% interest in Project 2 through the
WBJV. In exchange for rescinding its 18.5% of Project 2, the Company effectively
received a 17.75% interest in Maseve. For accounting purposes under Canadian
GAAP, this was treated as a deemed sale of 18.5% of Project 2 and was valued at
estimated fair market value of $65.42 million, resulting in an accounting gain
of $45.62 million. For accounting purposes, the Company has also accrued a
deferred income tax liability of $22.5 million in relation to the deemed sale.
This is a non-cash accrual for accounting purposes only, as the Company and its
advisors have determined the deemed transaction is not a taxable event under the
Income Tax Act of South Africa.

The Company also received a 37% interest in Maseve in exchange
for its share of Projects 1 and 3, bringing its holdings in Maseve to 54.75% .
This part of the transaction was treated as a transfer of a business interest
between controlled entities and was transferred at cost for accounting purposes.
Wesizwe received a 45.25% initial interest in Maseve in exchange for the mineral
rights it transferred to Maseve.

Under the terms of the Consolidation Agreements, the Company
acquired the Maseve Subscription Right entitling it to subscribe for a further
19.25% interest in Maseve, from treasury, in exchange for a subscription amount
of R 408.81 million. This right had to be exercised and funded within 270 days
of the closing of the Consolidation Transaction, which occurred on April 22,
2010. This subscription would take the Companys interest in Maseve to 74%.

Under the terms of the Consolidation Agreement, Anglo will hold
a 60 day first right of refusal on the sale of ore or concentrate over the
original WBJV mineral rights.

On January 14, 2011, the Company exercised the Maseve
Subscription Right in the amount of approximately. $59 million (R 408.81
million), thereby increasing its shareholding in Maseve to 74%. The subscription
funds are held in escrow for application towards Wesizwes 26% share of
expenditures for Projects 1 and 3 (the Escrowed Maseve Funds.)

Recent Developments  Project 1

Upon completion of the October 2010 Financing, the Company
approved and initiated the Phase 1 development and bulk sample program for the
sinking of a twin decline into the central part of the Project 1 deposit. The
Phase 1 program was budgeted at approximately $100 million, of which the Company
will contribute $74 million and $26 million will be drawn down from the escrowed
Maseve Funds held for Wesizwes share of costs. On November 21, 2011, the Company
held remaining cash on hand, including earned interest, in escrow for Wesizwe of
approximately R 259 million ($32.5 million).

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In October 2010, the Company appointed Mr. Thys Uys, a
Professional Engineer with more than 21 years of management experience in
project feasibility and implementation in South Africa, as the Companys
representative and project manager for development of Project 1. An owners team
consisting of people who have previously worked with Mr. Uys on large scale
mining construction projects has also been appointed, including a dedicated
quantity surveyor for cost engineering services, contract and capital control
administrators and a permitting consultant responsible for the Companys
Environmental Impact Assessment and Management Plan.

In December 2010, the Company appointed DRA as EPCM contractor
for surface infrastructure and underground development. DRA has assigned
approximately 30 full time professionals to oversee and plan the execution of
the development of surface infrastructure, power delivery, water delivery, civil
works and excavations and the development of underground tunnels to access ore
during Phase 1 construction. DRAs scope of work includes engineering, design,
construction management, administration and cost and schedule control.

In late March 2011, the Company received a positive record of
decision from the DMR for its detailed underground development plans and
environmental management program, including the taking of a bulk sample. The
consent of the DMR requires compliance with underlying regulations related to
health, safety and environment. The final mining right application and social
and labour program for Project 1 was filed in April 2011 and was later accepted
for processing by the DMR. Application in terms of the National Environmental
Management Act (NEMA) was also accepted by the DMR. An update to the public
participation process, including project publication, placement of notices and
public meetings with local government and interested and affected parties is
underway.

During February, March and April 2011, the Company conducted
approximately 16,850 metres of infill drilling on the near surface portions of
the Project 1 platinum deposit in order to gain more detailed information for
metallurgical, geotechnical, mine planning and scheduling purposes. As a result
of this work, refinements to the scheduled mining during the first three or four
years of the planned Project 1 mine life of both UG2 and Merensky Reef tonnage,
are currently being modeled and implemented. New geo-statistical information and
ongoing mine design parameters resulting from recent infill borehole data,
combined with the modified modeling, mine construction steps and scheduling
being completed at the time of writing, could result in changes to the reported
reserves and resources for Project 1. During the execution of the development
plan, changes to the estimated capital cost for the development of the Project 1
Platinum Mine may occur.

Civil construction for Phase 1 began in May 2011, with the
mobilization of civil contractor Wilson Bailey Holmes (WBH), who is
responsible for major surface infrastructure excavation and construction. An
expenditure for civil construction of R 23.62 million (approximately $3.3
million) has been incurred to August 31, 2011 from a commitment of R35.6 million
(approximately $5.09 million). The box cut excavation was completed in
mid-September. WBH executed the first undercut blasts to commence underground
development in October. WBH remains on site and is currently working to complete
surface infrastructure.

In July 2011, the Company awarded JIC the contract to develop
the twin 1,200 meter underground decline tunnels into the center of the Project
1 platinum deposit. JIC took over underground development from WBH in
mid-October. JIC is operating as one of the underground mining contractors at
the producing Bafokeng Rasimone Platinum Mine immediately adjacent to the
Project 1 and currently operates as underground mining contractor on another six
platinum mines and one chrome mine in South Africa, employing 7,200 people. JIC
has a good safety record and has invested in an accredited training facility
near to Project 1. Total primary underground development cost for Phase 1 based
on the JIC contract is estimated at R 206.85 million (approximately $28.90
million on August 31, 2011), resulting in an estimated cost per unit for
underground development below the estimate in the Updated Feasibility Study. An
initial pre-payment of R 25.0 million (approximately $3.55 million on July 11,
2011) was released to JIC after JIC provided an appropriate form of performance
guarantee. A further retention amount of R 20.69 million ($2.94 million on July
11, 2011) was released to JIC approximately ten days later. JIC will be paid
according to progress invoicing as work is completed over approximately
seventeen months. Phase 1 is currently about 55% to 60% complete, is on budget, with approximately $52.0 million incurred to date, and
within approximately 10 to 12 weeks of being on time.

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Ancillary servicing for the site including, buildings, piping,
cabling, fencing and security have been initiated for a commitment of
approximately R14.4 million (approximately $2.06 million.) A temporary power
supply of 1.5MVa has been installed on site and has been energized. A 10 MVa
supply line is slated for completion and connection in 2012. Permanent power
service for the remaining 30 MVa is being designed and engineered by Eskom to be
supplied in 2013. The Company has paid Eskom R 51.71 million ($7.22 million at
August 31, 2011) of an R 142.22 million (approximately $20.32 million)
commitment for delivery of power.

The company has entered into an agreement with regional water
supplier, Magalies, for a temporary 0.5 ML/day water supply and have expended R
2.0 million (approximately $0.29 million). The construction of this supply is
complete. The agreement for permanent water supply of 6 ML/day is being
finalized and service is slated to be provided by 2013.

The Company has purchased an owner-controlled Wrap-Around
Liability insurance policy covering contractors and sub-contractors on the
Project 1 work site for the duration of all construction phases until plant
completion and commercial production. The Wrap-Around policy provides coverage
for up to USD $25.0 million of liability per incident, subject to industry
standard terms, conditions and deductibles. The Company has also purchased
Course of Construction insurance for Project 1 to cover up to R 630 million in
property value in the event of loss or damage during all construction phases,
once again subject to industry standard terms, conditions and deductibles. The
estimated cost for approximately three years of coverage for the above two
policies is approximately $440,000. Additional insurance will still be required
once Phase 2 construction commences and for mine operation. During 2011, the
Company completed a comprehensive risk assessment for Project 1 with the
assistance of an international insurance broking firm.

The Company has contracted the services of an experienced and
professional HR company, RBS, to provide site and office human resources,
organization design and planning services to Project 1. RBS specializes in the
mining industry, and their team of Professional Engineers, Psychologists and
Practitioners has an intimate understanding of organization design &
development, including knowledge of the applied legislation, mining techniques
and associated labour practices. RBS has assisted the Company to complete a
Local Skills Assessment in six communities to help identify candidates for
leadership and staff positions as per the Companys Social and Labour Plan and
Human Resources Development obligations. Community members have already been
hired and more are currently undergoing medicals, training and induction.

Project Description and Location

The approximately 53 square kilometres of mineral rights
comprising Projects 1 and 3 are owned 100% by project operating company Maseve.
PTM RSA owns 74% of Maseve while Wesizwe owns the remaining 26%. Maseve is
operated by PTM RSA in accordance with the terms of a shareholders agreement
(the Maseve Shareholders Agreement.) The property is divided into two
distinct project areas, namely Projects 1 and 3. Project 1A as discussed below
is simply a subdivision of Project 1.

Projects 1 and 3 are located on the south-western limb of the
Bushveld Igneous Complex (BIC), 110km west-northwest of Pretoria and 120km
from Johannesburg. The BIC is unique and well known for its layering and
continuity of economic horizons mined for platinum, palladium and other platinum
group elements (PGEs), chrome and vanadium.

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The total area includes portions of the Companys properties,
namely Elandsfontein 102JQ, Mimosa 81JQ and Onderstepoort 98JQ, and also certain
portions of Elandsfontein 102JQ, Onderstepoort 98JQ, Frischgewaagd 96JQ, Mimosa
81JQ and Koedoesfontein 94JQ originally contributed by RPM. These properties are
centred on Longitude 27o00 00 (E) and Latitude 25o20
00 (S) and the mineral rights now cover approximately 53km2or
5,300ha.

Project Area 1 and 1A covers an area of 10.87km 2or
1,087ha in extent. Specifically, Project Area 1 and 1A consist of a section of
Portion (Ptn) 18, the Remaining Extent (Re), Ptn 13, Ptn 8, Re of Ptn 2, Ptn
7, Ptn 15 and Ptn 16 of the farm Frischgewaagd 96JQ, sections of Ptn 2, Ptn 9
and Ptn 12 of the farm Elandsfontein 102JQ and a small section of the Re of the
farm Mimosa 81JQ. Project Area 3 covers an area of 224.28ha in extent and is
located on a section of the farm Koedoesfontein 94JQ.

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The resources of Project Area 1 and 1A are located
approximately 1km to 6km along strike from the active Merensky Reef (sometimes
referred to as MR) mining face at the operating Bafokeng Rasimone Platinum
Mine (BRPM). BRPM completed opencast mining on the Upper Group 2 (UG2) Reef
within 100m of the property boundary.

The potential economic horizons in Project Area 1 and 1A are
the Merensky Reef and UG2 Chromitite seam situated in the Critical Zone (CZ)
of the Rustenburg Layered Suite (RLS) of the BIC; these horizons are known for
their continuity. The Merensky Reef and UG2 Chromitite seam are mined at the
BRPM adjoining the property as well as on other contiguous platinum-mine
properties. In general, the layered package dips at less than 20 degrees and local variations in the reef attitude
have been modeled. The Merensky Reef and UG2 Chromitite seam, in the Project
Area, dip between 4 and 42 degrees, with an average dip of 14 degrees.

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Drilling, in the form of diamond drilling, has been carried out
over the Project Area and to-date 231 boreholes have been drilled for the
purposes of understanding the geology, structure and metallurgy of the ore body
in the Project Area. PTM RSA has established a site office to the south of the
Project Area, and all core is stored in the core yard on site. All logging and
sampling of the core is undertaken at the site office core yard and the samples
have been sent to Genanalysis (Perth), ALS Chemex (South Africa) and currently
samples are sent to Set Point Laboratories (South Africa). To the time of the
Updated Feasibility Study in October 2009, a total of 32,020 samples had been
assayed and utilised in the estimation of the Mineral Resources over the Project
Area.

Licences

The Consolidation Transaction was subject to ministerial
approval of the cession of various prospecting rights in accordance with the
provisions of section 11 South Africas Mineral and Petroleum Resources
Development Act 2002 (MPRDA). The required cession of the prospecting rights
was duly approved by the Minister of Mineral Resources on April 22, 2010. The
result of the ministerial approval of the cessions was that the prospecting
rights would be grouped into 3 projects referred as Project 1, Project 2 and
Project 3. The prospecting rights in respect of Project 2 were ceded to Bakubung
Minerals (Proprietary) Limited, a subsidiary of Wesizwe. The prospecting rights
in respect of Project 1 and Project 3 were ceded to Maseve.

As a result of the transaction Maseve now holds 9 separate new
order prospecting rights which are recorded below as follows:

|1. | Elandsfontein 102 JQ - | DMR 18 PR - Portion 12, Remaining Extent of Portion 1 and
      Remaining Extent of Portion 14.                                                                                          
|-- | ---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Elandsfontein 102 JQ  | DMR 1274 PR  Portions 8 and 9                                                                                                                                                           
|3. | Onderstepoort 98 JQ -  | DMR 1327 PR  Portions 4, 5 and 6                                                                                                                                                        
|4. | Onderstepoort 98 JQ -  | DMR 1328 PR Portions 3 and 8.                                                                                                                                                           
|5. | Onderstepoort 98 JQ -  | DMR 19 PR - Portions 14 and 15                                                                                                                                                           
|6. | Onderstepoort 98 JQ -  | DMR 558 PR - Portions Portion 9 Mineral Area 1 Ruston 97
      JQ (Now Mimosa 81) and Mineral Area 2 Ruston 97 (Now Mimosa 81)                                                          
|7. | Frischgewaagd 98 JQ -  | DMR 1109 PR- Remaining Extent-Remaining Extent of Portion
      2-Remaining Extent of Portion 6,Portions 7,8,13,15,16 and 18. Remaining
      Extent of Portion 2 (Former Mineral Area 2)
|8. | Koedoesfontein 94 JQ - | DMR 1264 PR - Portion of the farm
      Koedoesfontein.                                                                                                                                  
|9. | Koedoesfontein 94 JQ - | DMR 1682 PR - Portion of the farm
      Koedoesfontein.                                                                                                                                  

The prospecting rights for PGMs, nickel, chrome and gold are
all current and are held in the Regional Office of the Department of Mineral
Resources in Klerksdorp, North West Province. Licence specifications for these
prospecting permits may be found in the technical reports filed on SEDAR as
detailed above under the heading Project 1 and 3 of the Western Bushveld
Complex. Under the MPRDA, the holders of valid new order prospecting permits
have the exclusive right to apply for transition of such prospecting rights into
mining rights.

Rights to Surface and Minerals

The Company has acquired all surface rights it believes will be
necessary to execute construction and operation of the Project 1 Platinum Mine.
These surface rights are intended for purposes of tailings placements, surface
infrastructure, location of shaft infrastructure, mill facilities, concentrator
facilities and waste sites. Details of acquisition follow below:

PTM RSA acquired an option to purchase 100% of the surface and
mineral rights to portions of the farm Elandsfontein 102 JQ in December 2002.
The rights to Elandsfontein portions Re 1, 12 and Re 14 measure an aggregate
364.6357 Ha. By December 2005, the Company had purchased these surface and
mineral rights in exchange for total payments of approximately $1.7
million. One half of this cost was applied to the surface rights and the other
half was applied to the mineral rights. The acquired mineral rights were
contributed to the WBJV under the terms of the original WBJV Agreement and were
later transferred to Maseve under the Consolidation Transaction. The acquired
mineral surface rights remain the property of the Company, after payment to
Wesizwe for their share in accordance with the Consolidation Transaction.

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PTM RSA acquired its original interests in respect of the
mineral rights on portions of the farm Onderstepoort 4, 5 and 6; Onderstepoort 3
and 8; and Onderstepoort 14 and 15 by way of option agreements. All of the
Onderstepoort option agreements were later bought out by way of settlement
agreements in 2007 and 2008. PTM RSA contributed its interests in these
properties to the WBJV.

The remainder of the WBJV mineral properties, being certain
portions of Elandsfontein 102JQ, Onderstepoort 98JQ, Frischgewaagd 96JQ, Mimosa
81JQ and Koedoesfontein 94JQ, were contributed to the original WBJV by
Anglo.

During the year ended August 31, 2008, the Company purchased
surface rights adjacent to the Project 1 deposit area measuring 216.27 hectares
for R 8.0 million (approximately $1.09 million) and also purchased surface
rights directly over a portion of the Project 1 deposit area measuring 358.79
hectares for R 15.07 million (approximately $2.07 million). The surface rights
to these two properties are held to the benefit of the Company or its
subsidiaries only.

On August 12, 2010, the Company acquired the right to purchase
the Sundown Ranch surface rights covering 1,713 hectares, including
accommodation facilities and overlaying the area of the planned Project 1
Platinum Mine for R 130.0 million (approximately $18.57 million at the time). A
deposit of R 13.0 million (approximately $1.85 million at the time) was paid to
the vendor on August 26, 2010. The purchase price balance of R 117.0 million was
paid in January 2011 (approximately $17.03 million at that time). Title was
subsequently transferred into Maseve at the Companys direction. The Company
received credit for the purchase price against its share of ongoing project
costs. All business and operation of the hotel and recreation facilities at the
Sundown Ranch have been contracted to a former manager of the property in
exchange for a monthly rental fee and a small revenue participation amount
payable to Maseve.

Mineralized Zones

The BIC in general is well known for containing a large share
of the world's platinum and palladium resources. There are two very prominent
economic deposits within the BIC. Firstly, the Merensky Reef and the UG2
chromitite, which together can be traced on surface for 300km in two separate
areas and secondly, the Northern Limb (Platreef), which extends for over 120km
in the area north of Mokopane.

The platinum and palladium bearing reefs of the BIC have been
estimated at about 770 and 480 million ounces respectively (down to a depth of
2,000 metres). These estimates do not distinguish between the categories of
Proven and Probable Reserves and Inferred Resource. Recent calculations suggest
about 204 and 116 million ounces of Proven and Probable Reserves of platinum and
palladium respectively, and 939 and 711 million ounces of Inferred Resources.
Mining is already taking place at 2km depth in the BIC. Inferred and ultimately
mineable ore resources can almost certainly be regarded as far greater than the
calculations suggest. These figures represent about 75% and 50% of the world's
platinum and palladium resources respectively. Reserve figures for the Proven
and Probable categories alone in the BIC appear to be sufficient for mining
during the next 40 years at the current rate of production. However, estimated
world resources are such as to permit extraction at a rate increasing by 6% per
annum over the next 50 years. Expected extraction efficiency is less for
palladium. Thereafter, down-dip extensions of existing BIC mines, as well as
lower-grade areas of the Platreef and the Middle Group chromitite layers
(sometimes referred to as CL), may become payable. Demand, and hence price,
will be the determining factor in such mining activities rather than
availability of ore.

Exploration drilling in the area has shown that both economic
reefs (Merensky and UG2) are present and economically exploitable on the Western
Bushveld properties. The separation between these reefs tends to increase from
the subcrop environment (less than five metres apart) to depths exceeding 650
metres (up to 50 metres apart) towards the northeast. The subcrops of both reefs
generally strike southeast to northwest and dip on average 14 degrees to the northeast. The reefs
locally exhibit dips from 4 to 42 degrees (average 14 degrees) as observed from
borehole information.

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The most pronounced PGM mineralisation along the western limb
of the BIC occurs within the Merensky Reef and is generally associated with a
0.1 1.2m -thick pegmatoidal feldspathic pyroxenite unit. The second important
mineralized unit is the UG2 CL, which is on average 0.6 2.0m thick.

Environmental Liabilities and Prospecting
Permits

There are known environmental issues relating to the Companys
or Maseves properties.

Mining and exploration companies in South Africa operate with
respect to environmental management principles and environmental management
programmes more fully set out in section 39 of the MPRDA and the regulations
published in respect thereof.

In addition to the environmental requirements of the MPRDA, the
principles as set out in section 2 of the Environmental Management Act 1998
apply to all prospecting and mining operations, as the case may be, and any
matter relating to such operation.

In terms of the environmental regulations to the MPRDA, the
Company and Maseve as the holders of prospecting rights must:

- As part of the general terms and conditions for a
      prospecting right and in order to ensure compliance with the Environmental
      Management Programme or Environmental Management Plan and to assess the
      continued appropriateness and adequacy of the Environmental Management
      Programme and the Environmental Management Plan, the holder of a
      prospecting right must;

- Conduct monitoring on a continuous basis.
- Conduct the performance assessments of the Environmental
      Management Plan or Environmental Programme as required.
- Compile and submit a performance assessment report to the
      Minister in which compliance is demonstrated.

Regular site inspections are conducted on the Companys and
Maseves prospecting activities and the aim of these site inspections are:

- To determine the compliance with all legislation pertaining to the
  environment.
- Advice on environmental management measures to be undertaken during the
  prospecting phase.
- Site rehabilitation monitoring.

In August 2010, independent compliance inspections were
conducted over each prospecting site of the Company and Maseve.

The purpose of an Environmental Compliance Report is to
indicate the state of the prospecting when measured against the commitments of
the Environmental Management Plan. This Environmental Compliance Report is
required in terms of the environmental regulations to the MPRDA.

It was reported that all of the drilling sites and the
immediate areas that were affected by prospecting had adequately complied with
commitments as recorded in the Environmental Management Programmes. It was
further reported that all rehabilitation of prospecting boreholes and related
infrastructure was completed and that no further rehabilitation is necessary.

Independent rehabilitation certificates were issued for each
borehole and are on record at the site offices.

Subsequent to the compliance inspection an Environmental
Compliance Report was issued on August 31, 2010 for each of the Company and
Maseves prospecting rights and duly lodged with the respective Regional
Managers offices Mineral Development at the DMR.

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Accessibility, Climate, Local Resources, Infrastructure
and Physiography

South Africa has a large and well-developed mining industry in
the area where the Project 1 and 3 are located. This, among other factors, means
that the infrastructure in the area is well established, with well-maintained
roads and highways as well as electricity distribution networks and telephone
systems.

The project area is located on the southwestern limb of the
BIC, some 35km northwest of the North West Province town of Rustenburg. The town
of Boshoek is situated 10km to the south along the tar road that links
Rustenburg with Sun City and crosses the project area. The project area adjoins
the Anglo managed BRPM to the southeast. A railway line linking BRPM to the
national network passes the project area immediately to the east with a railway
siding at Boshoek. Projects 1 and 3 are readily accessible from Johannesburg by
traveling 120km northwest on Regional Road 24 to the town of Rustenburg and then
a further 35km. Both BRPM to the south of the project area and Styldrift, a
joint venture between the Royal Bafokeng Nation and Anglo, which lies directly
to the east of the property, have modern access roads and services. Numerous
gravel roads crossing the properties provide easy access to all portions.

The major population centre is the town of Rustenburg, about
35km to the southeast of the project. Pretoria lies approximately 100km to the
east and Johannesburg about 120km to the southeast. A popular and unusually
large hotel and entertainment centre, Sun City, lies about 10km to the north of
the project area. The Sundown Ranch Hotel lies in close proximity to the project
area and offers rooms and chalets as accommodation. The properties fall under
the jurisdiction of the Moses Kotane Municipality. A paved provincial road
crosses the property. Access across most of the property can be achieved by
truck without the need for significant road building.

With low rainfall (the area is considered semi-arid with an
annual rainfall of 520mm) and high summer temperatures, the area is typical of
the Highveld Climatic Zone. The climate of the area does not hinder the
operating season and exploration can continue all year long.

All project areas are close to major towns and informal
settlements as a potential source of labour with paved roads being the norm.
Power lines (400kV) cross both project areas and water is, as a rule, drawn from
boreholes. As several platinum mines are located adjacent to and within 50km of
the property, there is excellent access to materials and skilled labour. One of
the smelter complexes of Anglo is located within 60km of the property.

Topographically, the project area is located on a central
plateau characterized by extensive savannah with vegetation consisting of
grasses and shrubs with a few trees. The total elevation relief is greater as
prominent hills occur in the northern most portions, but variations in
topographical relief are minor and limited to low, gently sloped hills. On
Project Area 1, elevations range from 1,080 metres above mean sea level (AMSL)
towards the Elands River in the north to 1,156m AMSL towards the farm
Onderstepoort in the southwest, with an average of 1,100 AMSL. The section of
the Koedoesfontein property covered by the Project 3 Area gently dips in a
north-easterly direction toward a tributary of the Elands River. On Project 3
Area, elevations range from 1,060m AMSL towards the Sandspruit River in the
north to 1100m AMSL towards the south eastern corner of the property.

History

Elandsfontein (PTM RSA), Onderstepoort (Portions 4, 5
and 6), Onderstepoort (Portions 3 and 8)and

Onderstepoort (Portions 14 and 15)were all privately
owned. Previous work done on these properties has not been fully researched and
is largely unpublished. Such academic work as has been done by the Council for
Geoscience (government agency) is generally not of an economic nature. PTM RSA
acquired these rights and then contributed them to the WBJV in 2004.

Elandsfontein (RPM), Frischgewaagd, Onderstepoort
(RPM)and Koedoesfonteinhave generally been in the hands of major
mining groups resident in South Africa. Portions of Frischgewaagd previously
held by Impala Platinum Mines Limited were acquired by Johannesburg Consolidated
Investment Company Limited, which in turn has since been acquired by Anglo
through RPM. RPM contributed these rights into the WBJV in 2004.

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Previous geological exploration and resource estimation
assessments were done by Anglo as the original owner of some of the mineral
rights. Anglo managed the exploration drilling programme for the Elandsfontein
and Frischgewaagd borehole series in the area of interest on Project Area 1, and
for the Koedoesfontein borehole series in the area of interest on Project Area
3. Geological and sampling logs and an assay database are available.

Prior to the establishment of the WBJV and commencement of
drilling for the pre-feasibility study, PTM RSA had drilled 36 boreholes on the
Elandsfontein property, of which the geological and sampling logs and assay
databases are available.

Existing gravity and ground magnetic survey data were helpful
in the interpretation of the regional and local geological setting of the reefs.
A distinct increase in gravity values occurs from the southwest to the
northwest, most probably reflecting the thickening of the Bushveld sequence in
that direction. Low gravity trends in a southeastern to northwestern direction.
The magnetic survey reflects the magnetite-rich Main Zone and some fault
displacements and late-stage intrusives in the area.

Previous drilling on the Project 3 area conducted by Anglo
consisted of three boreholes (KD1, KD2 and KD3). Boreholes KD1 and KD3 were
drilled beyond the Merensky Reef and UG2 CL subcrop, and terminated in sediments
of the Transvaal Supergroup. Drilling of borehole KD2 was stopped short of the
Merensky Reef subcrop.

There has been no previous production from any of the Companys
properties in the Western Bushveld Complex.

Geological Setting

Regional Geology of the BIC

The stable Kaapvaal and Zimbabwe Cratons in southern Africa are
characterised by the presence of large mafic-ultramafic layered complexes. These
include the Great Dyke of Zimbabwe, the Molopo Farms Complex in Botswana and the
well-known BIC.

The BIC was intruded about 2,060 million years ago into rocks
of the Transvaal Supergroup along an unconformity between the Magaliesberg
quartzites (Pretoria Group) and the overlying Rooiberg felsites (a dominantly
felsic volcanic precursor). The BIC is by far the most economically important of
these deposits as well as the largest in terms of preserved lateral extent,
covering an area of over 66,000km2. It has a maximum thickness of
8km, and is matched in size only by the Windimurra intrusion in Western
Australia and the Stillwater intrusion in the USA (Cawthorn, 1996). The mafic
component of the Complex hosts layers rich in PGEs, nickel, copper, chromium and
vanadium. The BIC is reported to contain about 75% and 50% of the worlds
platinum and palladium resources respectively (Vermaak, 1995). The mafic
component of the BIC is subdivided into several generally arcuate
segments/limbs, each associated with a pronounced gravity anomaly. These include
the western, eastern, northern/Potgietersrus, far western/Nietverdient and
southeastern/Bethal limbs.

Local Geology

Projects 1 and 3 are underlain by the lower portion of the RLS,
the Critical Zone and the lower portion of the Main Zone. The ultramafic Lower
Critical Zone and the Mafic Upper Critical Zone and the Main Zone weather to
dark, black clays with very little topography. The underlying Transvaal
Supergroup comprises shale and quartzite of the Magaliesberg Formation, which
creates a more undulating topography. Gravity, magnetic, LANDSAT, aerial
photography and geochemistry have been used to map out lithological units. In
parts of the project area the MR outcrops, as does the UG2 Reef, beneath a
relatively thick (2-5m) overburden of red Hutton to darker Swartland soil forms.
The sequence strikes northwest to southeast and dips between 4° and 42° with an
average of 14° in the Project 1 and 1A areas, and with an average dip of ~10° in
the Project 3 area. The top 32m of rock formation below the soil column is
characterized by a highly weathered rock profile (regolith) consisting mostly of
gabbro within the Main Zone. Thicknesses of this profile increase near intrusive
dykes traversing the area.

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Stratigraphy

The RLS intruded into the rocks of the Transvaal Supergroup,
largely along an unconformity between the Magaliesberg quartzite of the Pretoria
Group and the overlying Rooiberg felsites, which is a dominantly felsic volcanic
formation. The mafic rocks of the RLS are subdivided into the following five
zones:

- Marginal Zonecomprising finer-grained gabbroic rocks with abundant
  country-rock fragments.
- Lower Zone the overlying Lower Zone is dominated by darker, more
  iron and magnesium bearing rocks (orthopyroxenite with associated olivine-rich
  cumulates (harzburgite, dunite)).
- Critical Zone its commencement is marked by first appearance of
  well-defined cumulus chromitite layers. Seven Lower Group chromitite layers
  have been identified within the lower Critical Zone. Two further chromitite
  layers  Middle Group (MG)  mark the top of the lower Critical Zone. From
  this stratigraphic position upwards, plagioclase becomes the dominant cumulus
  phase and lighter coloured (noritic) rocks predominate. The MG3 and MG4
  chromitite layers occur at the base of the upper Critical Zone, which is
  characterised from here upwards by a number of cyclical units. The cycles
  commence in general with narrow, darker (pyroxenitic) horizons (with or
  without olivine and chromitite layers); these invariably pass up into norites,
  which in turn pass into near white layers (leuconorites and anorthosites). The
  UG1  first of the two Upper Group chromitite layers  is a cyclical unit
  consisting of chromitite layers with overlying footwall units that are
  supported by an underlying anorthosite. The overlying UG2 chromitite layer is
  of considerable importance because of its economic concentrations of PGEs. The
  two uppermost cycles of the Critical Zone include the Merensky and Bastard
  cycles. The Merensky Reef is found at the base of the Merensky cycle, which
  consists of a pyroxenite and pegmatoidal feldspathic pyroxenite assemblage
  with associated thin chromitite layers that rarely exceed one metre in
  thickness. The top contact of the Critical Zone is defined by a giant mottled
  anorthosite that forms the top of the Bastard cyclic unit.
- Main Zone consists of norites grading upwards into gabbronorites.
  It includes several distinctive mottled anorthosite units towards the base and
  a distinctive pyroxenite, the Pyroxenite Marker, two thirds of the way up.
  This marker-unit does not occur in the project area, but is evident in the
  adjacent BRPM. The middle to upper part of the Main Zone is very resistant to
  erosion and gives rise to distinctive hills, which are currently being mined
  for dimension stone (black granite).
- Upper Zone the base is defined by the appearance of cumulus
  magnetite above the Pyroxenite Marker. The Upper Zone is divided into Subzone
  A at the base; Subzone B, where cumulus iron-rich olivine appears; and Subzone
  C, where apatite appears as an additional cumulus phase.

Local Geological Setting Western Bushveld Limb

Exposures of the BIC located on the western limb include the
stratigraphic units of the RLS. The local geology includes the classic layered
sequence of the RLS and the footwall rocks of the Transvaal Supergroup. The
Merensky Reef is believed to be present within much of this lobe. The position
of the Merensky Reef is fairly closely defined by seismic reflectors associated
with the cyclic units of the upper Critical Zone.

The sequence of the BIC within the project area is confined to
the lower part of the Main Zone (Porphyritic Gabbro Marker) and the Critical
Zone (HW51 and Bastard Reef to UG1 footwall sequence). The rock sequence thins
towards the southwest (subcrop) including the marker horizons with concomitant
middling of the economic reefs or total elimination thereof. The UG2 Reef and,
more often, the UG1 Reef are not developed in some areas owing to the irregular
and elevated palaeo-floor of the Transvaal sediments.

Reefs

The MR is a well-developed seam along the central part and
towards the north eastern boundary of the Project 1 area. Islands of thin reef
and relatively low-level mineralization are present. The better-developed reef
package, in which the intensity of chromitite is generally combined with
pegmatoidal feldspathic pyroxenite development, occurs as larger island domains
along a wide central strip in a north south orientation from subcrop to deeper
portions.

The UG2 reef is well developed towards the northeast of the
project area, but deteriorates towards the southwest. Within the latter area,
the reef is present as a thin discontinuous or disrupted chromitite/pyroxenite layer. It also appears to be disrupted by the shear zone along
the footwall alteration zone. Towards the northwest on Frischgewaagd, the reef
is generally well developed and occurs as a single prominent chromitite layer
varying in thickness from a few centimetres to ~2m.

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The thickness of the sequences between the UG2 and MR in the
Project 1 and 1A areas increases from ~10m to 80m in a southwest-northeast
direction. A similar situation exists in the north of the project area but with
the thickness between the reefs ranging from 6m to 25m at depths of 200m below
surface. In general, the thickness between the reefs appears to increase in a
northeasterly direction, sub-parallel to the strike of the BIC layered
lithologies.

Local Structural Model

Floor rocks in the southwestern BIC display increasingly varied
degrees of deformation towards the contact with the RLS. Structure within the
floor rocks is dominated by the north-northwest trending post-Bushveld
Rustenburg Fault. This normal fault with down-throw to the east extends
northwards towards the west of the Pilanesberg Alkaline Complex. A second set of
smaller faults and joints, striking 70° and dipping very steeply south-southeast
or north-northwest, are related to the Rustenburg fault system. These structures
were reactivated during the intrusion of the Pilanesberg Alkaline Complex. Dykes
associated with this Complex intruded along these faults and joints.

Major structures, which occur within the project area, include
the Caldera and Elands faults and Chaneng Dyke and a major north-south trending
feature, which can be observed across the entire Pilanesberg Complex. These
east-west trending structures dip steeply (between 80° and 90°). The magnetics
indicate that the Chaneng Dyke dips steeply to the north. This is consistent
with similar structures intersected underground on the neighbouring Bafokeng
Rasimone Platinum Mine, which all dip steeply northward.

Two stages of folding have been recognized within the area. The
earliest folds are mainly confined to the Magaliesberg Quartzite Formation. The
fold axes are parallel to the contact between the RLS and the Magaliesberg
Formation. Quartzite xenoliths present close to the contact with the RLS and the
sedimentary floor. Examples of folding within the floor rocks are the
Boekenhoutfontein, Rietvlei and Olifantsnek anticlines. The folding was
initiated by compressional stresses generated by isostatic subsidence of the
Transvaal Supergroup during sedimentation and the emplacement of the
pre-Bushveld sills. The presence of an undulating contact between the floor
rocks and the RLS, and in this instance the resultant formation of large-scale
folds, substantiates a second stage of deformation. The fold axes trend at
approximately orthogonal angles to the first folding event. Deformation during
emplacement of the BIC was largely ductile and led to the formation of basins by
sagging and folding of the floor rocks. This exerted a strong influence on the
subsequent evolution of the Lower and Critical Zones and associated chromitite
layers.

The structural events that influenced the floor rocks played a
major role during emplacement of the BIC. There is a distinct thinning of rocks
from east to west as the BIC onlaps onto the Transvaal floor rocks, even to the
extent that some of the normal stratigraphic units have been eliminated. The
Merensky and UG2 isopach decreases from 60m to 2m at outcrop position.

A structural model was developed from data provided by the
magnetic survey results and geological logs of drilled cores. At least three
generations of faults were identified on the property.

The oldest event appears to be associated with dykes and sills
trending at 305 degrees and is of post-BIC age. It appears to be the most
prominent, with the largest displacement component of more than 20m. The
majority of the faults are normal faults dipping in a westerly direction,
decreasing in their dip downwards and displaying typical listric fault system
behaviour.

A second phase represented by younger fault features is
trending in two directions at 345 degrees and 315 degrees northwards
respectively and appears to have consistent down-throws towards the west.

A third phase of deformation may be related to a regional
east-west-striking dyke system causing discontinuity on adjacent structures.
Several dolerite intrusives, mainly steep-dipping dykes and bedding-parallel
sills, were intersected in boreholes. These range in thickness from 0.5 30m and
most appear to be of a chilled nature; some are associated with faulted
contacts. Evident on the magnetic image is an east-west-trending dyke, which was intersected in borehole WBJV005 and
appears to be of Pilanesberg-intrusion age. This dyke has a buffer effect on
structural continuity as faulting and earlier stage intrusives are difficult to
correlate on either side; and more work is required to understand the
mechanics.

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Exploration

PTM RSA is the operator of Projects 1 and 3 and PTM RSA
personnel have conducted or supervised the work described below. Third party
contractors are used to conduct specific components of the work, such as
drilling contractors or geophysical contractors, but they remain under the
direction of PTM RSA.

Project Area 1

Details of Reserves and Resources are reported below under
Project 1  Mineral Resource and Mineral Reserve Estimates.

Fieldwork in the form of soil sampling and surface mapping was
initially done on the farm Onderstepoort, where various aspects of the lower
Critical Zone, intrusive ultramafic bodies and structural features were
identified. Efforts were later extended southwards to the farms Frischgewaagd
and Elandsfontein. The above work contributed directly to the economic
feasibility of the overall project, directing the main focus in the project area
towards delineation of the subcrop position of the actual Merensky and UG2
economic reef horizons.

Prior to the establishment of the WBJV and commencement of
drilling for the Pre-Feasibility Study, PTM RSA had drilled 36 boreholes on the
Elandsfontein property, of which the geological and sampling logs and assay
databases are available.

Geophysical information obtained from Anglo was very useful
during the identification and extrapolation of major structural features as well
as the lithological layering of the BIC.

Ground gravity measurements of 120.2 km have been completed on
500 metre line spacing perpendicular to the strike across the deposit, together
with 65.5 km of ground magnetic survey. The ground gravity data played a
significant role in determining the hinge line where the BIC rocks start
thickening down-dip, and this raised the possibility of more economic
mineralization. At the same time, the data shows where the Transvaal footwall
causes the abutment or onlapping of the BIC rocks. Ground magnetic data helped
to highlight faults and dykes as well as to delineate iron replacement
ultramafic pegmatoids.

An aeromagnetic survey was flown for Anglo by Fugro Airborne
using a Midas Heli-borne magnetic gradiometer system. A total of 25,324 line
kilometres were flown on lines with a direction of 55° (true north) and with a
sensor at a nominal elevation of 20 metres. The area covered by the survey was
some four times larger than the Project 1 and 3 areas, which was situated in the
north western quadrant of the surveyed area. The high resolution survey data was
of a very high quality. The aeromagnetic data alone made it possible to
delineate magnetic units in the Main Zone, to recognise the strata strike and to
identify the dykes and iron-replacements.

Previous geological exploration and resource estimation
assessments were done by Anglo as the original owner of some of the mineral
rights. Anglo managed the exploration drilling programme for the Elandsfontein
and Frischgewaagd borehole series in the area of interest. Geological and
sampling logs and an assay database are available.

The type of drilling being conducted on Project 1 is a diamond
drilling core recovery technique involving a BQ-size solid core extraction. The
drilling is placed on an unbiased 500m x 500m grid and detailed when necessary
to a 250m x 250m grid or to a 50m x 50m grid in some areas. The grid has been
extended for 4.5km along strike to include the whole of the Project 1 and 1A
area. To date, 301 boreholes have been drilled by the company on Project Area 1
and 30 boreholes have been drilled on Project 1A.

Up to the date of the Updated Feasibility Study, a total of
139,451m has been drilled by PTM RSA on the Project 1 and 1A area, and
altogether 27,242 filed samples have been submitted for assaying along with
2,446 standards and 2,372 blanks.

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In late calendar 2010 until April 2011, a total of 67 boreholes
were infill drilled on the up-dip, near surface edge of the Project 1 deposit
area. These holes were drilled to obtain additional material for metallurgical
testing purposes and to further assess geological structures in areas of known
resources that will likely be accessed and scheduled for mining in the first
four or five years of the Project 1 mine life. At the time of writing this AIF,
new geo-statistical information resulting from the recent infill borehole data,
combined with modified modeling, mine planning and scheduling, could result in
changes to the reported reserves and resources for Project 1. During the
execution of the Project 1 development plan, changes to the estimated capital
cost for the development of the Project 1 Platinum Mine may also occur.

The purpose of any future drilling programs will also be to
test for additional resource ounces, to upgrade known resources into higher
levels of confidence and to further assess geological structures in the areas of
known resources.

Project Area 3

Exploration to date for the Project 3 Area has included
geophysical surveys (magnetic, gravity, 3D seismics and aerial magnetic),
drilling, assaying and structural interpretation and analysis. Drilling on the
project area has ceased at present, but is planned to be recommenced at a future
time. An updated resource was declared for Project 3 on September 30, 2010 (See
press release of same date and below).

To the date of the most recent resource update for Project 3, a
total of 42 boreholes were drilled by PTM RSA on the Project 3 Area. Three
deflections were drilled for boreholes which intersected the Merensky Reef or
UG2 CL, and all of these deflections were assayed. A total of 42,101 m has been
drilled across Project 3 and altogether 10,263 samples have been submitted for
assaying from that project, including 836 standards and 828 blanks.

The purpose of future exploration programs will be to test for
additional resource ounces and to upgrade known resources into higher levels of
confidence and to further assess geological structures in the areas of known
resources.

Mineralization

Exposures of the BIC located on the western limb include the
stratigraphic units of the RLS. The sequence comprises mostly gabbros, norites,
anorthosites and pyroxenites. The potential economic horizons in the Project 1
and 3 Areas are the Merensky Reef and UG2 CL situated in the Critical Zone of
the RLS of the BIC; these horizons are known for their continuity. The Merensky
Reef in Project Area 1 is the main exploration target; the UG2 CL has lesser
economic potential and will be exploited after the Merensky Reef during a later
stage of the proposed mine life. The Merensky Reef is generally associated with
a 0.1 -1.2m -thick pegmatoidal feldspathic pyroxenite unit and is also generally
associated with thin chromitite layers on either/both the top and bottom
contacts of the reef. The UG2 chromitite layer occurs sequentially below the
Merensky Reef and is on average 1.50m thick.

The Merensky and UG2 Reefs are mined at the BRPM adjoining the
property as well as on other contiguous platinum-mine properties. In general,
the layered package dips at less than 20 degrees to the northeast and local
variations in the reef attitude have been modelled. The Merensky and UG2 reefs,
in Project Area 1, dip between 4 and 42 degrees, with an average dip of 14
degrees, and in the Project 3 Area, dip at approximately 10 degrees.

Drilling

The type of drilling being conducted on Projects 1 and 3 is a
diamond-drilling core-recovery technique involving a BQ-size solid core
extraction. The drilling is placed on an unbiased 500m x 500m grid and detailed
when necessary to a 250m x 250m grid. The grid has been extended for 4.5km along
strike to include the whole of the Project 1 and 1A area. To date, 301 boreholes
have been drilled by the company on Project Area 1 and 30 boreholes have been
drilled on Project 1A.

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To the date of the last resource update for Project 3, a total
of 42 boreholes were drilled by PTM RSA on the Project 3 Area. Three deflections
were drilled for boreholes which intersected the Merensky Reef or UG2 CL, and
all of these deflections were assayed.

The results of the drilling and the general geological
interpretation are digitally captured in SABLE (acommercially available logging
software) and in a GIS software package named ARCVIEW. The exact borehole
locations, together with the results of the economic evaluation, are plotted on
plan. From the geographic location of the holes drilled, regularly spaced
sections are drawn by hand and digitised. This information was useful for
interpreting the sequence of the stratigraphy intersected as well as for
verifying the borehole information.

The geometry of the deposit has been clearly defined in the
sections drawn through the property. With the exception of three inclined
boreholes, all holes were drilled vertically (minus 90 degrees) and the down
hole surveys indicate very little deviation. A three-dimensional surface 
digital terrain model (DTM)  was created and used in the calculation of the
average dip of 14 degrees (10 degrees for Project 3). This dip has been factored
into the calculations on which resource estimates are based.

Sampling and Analysis

Drilled core is cleaned, de-greased and packed into metal core
boxes by the drilling company. The core is collected from the drilling site on a
daily basis by a Company geologist and transported to the exploration office by
Company personnel. Before the core is taken off the drilling site, the depths
are checked and entered on a daily drilling report, which is then signed off by
the Company. The core yard manager is responsible for checking all drilled core
pieces and recording the following information:

- Drillers depth markers (discrepancies are recorded).
- Fitment and marking of core pieces.
- Core losses and core gains.
- Grinding of core.
- One-meter-interval markings on core for sample referencing.
- Re-checking of depth markings for accuracy.

Core logging is done by hand on a Company pro-forma sheet by
qualified geologists under supervision of the project geologist, who is
responsible for timely delivery of the samples to the relevant laboratory. The
supervising and project geologists ensure that samples are transported by
Company contractors.

Sample Method, Location, Number, Type and Size of
Sampling

The first step in the sampling of the diamond-drilled core is
to mark the core from the distance below collar in 1m units and then for major
stratigraphic units. Once the stratigraphic units are identified, the economic
units  Merensky Reef and UG2 Chromitite seam  are marked. The top and bottom
contacts of the reefs are clearly marked on the core. Thereafter the core is
rotated in such a manner that all lineations pertaining to stratification are
aligned to produce a representative split. A centre cut line is then drawn
lengthways for cutting. After cutting, the material is replaced in the core
trays. The sample intervals are then marked as a line and a distance from
collar.

The sample intervals are typically 1525cm in length. In areas
where no economic zones are expected, the sampling interval could be as much as
a metre. The sample intervals are allocated a sampling number, and this is
written on the core for reference purposes. The half-core is then removed and
placed into high-quality plastic bags together with a sampling tag containing
the sampling number, which is entered onto a sample sheet. The start and end
depths are marked on the core with a corresponding line. The duplicate tag stays
as a permanent record in the sample booklet, which is secured on site. The
responsible project geologist then seals the sampling bag. The sampling information is recorded on
a specially designed sampling sheet that facilitates digital capture into the
SABLE system. The sampling extends for about a metre into the hanging wall and
footwall of the economic reefs.

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Up to the date of the Updated Feasibility Study, a total of
139,451m has been drilled by PTM RSA on the Project 1 and 1A area (up to WBJV
241), and altogether 27,242 filed samples have been submitted for assaying along
with 2,446 standards and 2,372 blanks. A total of 42,101m has been drilled by
PTM RSA across Project 3 and altogether 10,263 samples have been submitted for
assaying from that project, including 836 standards and 828 blanks. Subsequent
to the publication of the Updated Feasibility Study in October 2009 a further
18,339 metres in 67 boreholes has been infill drilled on Project 1 of the WBJV
to the end of April, 2011.

Drilling Recovery

All reef intersections that are sampled required a 100% core
recovery. If less than 100% is recovered, the drilling company will re-drill,
using a wedge to achieve the desired recovery.

Sample Quality and Sample Bias

The sampling methodology accords with the Platinum Group
protocol based on industry-accepted best practice. The quality of the sampling
is monitored and supervised by a qualified geologist. The sampling is done in a
manner that includes the entire economic unit together with hanging wall and
footwall sampling. Sampling over-selection and sampling bias is eliminated by
rotating the core so that the stratification is vertical and by inserting a
cutline down the centre of the core and removing one side of the core only.

Width of Mineralized Zones - Resource Cuts

The methodology in determining the resource cuts is derived
from the core intersections. Generally, the economic reefs are about 60cm thick.
For both the Merensky Reef and UG2 Reef, the marker unit is the bottom reef
contact, which is a chromite contact of less than a centimetre. The cut is taken
from that chromite contact and extended vertically to accommodate most of the
metal content. If this should result in a resource cut less than 80cm up from
the bottom reef contact, it is extended further to 80cm. If the resource cut is
thicker than the proposed 80cm, the last significant reported sample value above
80cm is added to determine the top reef contact.

In the case of the UG2 Reef, the triplets (if and where
developed and within 30cm from the top contact) are included in the resource
cut.

Sample Preparation, Laboratory Standards and
Procedures

When samples are prepared for shipment to the analytical
facility the following steps are followed:

- Samples are sequenced within the secure storage area and the sample
  sequences examined to determine if any samples are out of order or missing.
- The sample sequences and numbers shipped are recorded both on the
  chain-of-custody form and on the analytical request form.
- The samples are placed according to sequence into large plastic bags. (The
  numbers of the samples are enclosed on the outside of the bag with the
  shipment, waybill or order number and the number of bags included in the
  shipment).
- The chain-of-custody form and analytical request sheet are completed,
  signed and dated by the project geologist before the samples are removed from
  secured storage. The project geologist keeps copies of the analytical request
  form and the chain-of-custody form on site.
- Once the above is completed and the sample shipping bags are sealed, the
  samples may be removed from the secured area. The method by which the sample
  shipment bags have been secured must be recorded on the chain-of-custody
  document so that the recipient can inspect for tampering of the shipment.

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The laboratories that have been used to date are Anglo American
Analytical Laboratories, Genalysis (Perth, Western Australia), ALS Chemex (South
Africa), and (currently) Set Point Laboratories (South Africa). Dr. B. Smee, a
geochemist and a director of the Company, has accredited Set Point
Laboratories.

Samples are received, sorted, verified and checked for moisture
and dried if necessary. Each sample is weighed and the results are recorded.
Rocks, rock chips or lumps are crushed using a jaw crusher to less than 10mm.
The samples are then milled for 5 minutes in a Labtech Essa LM2 mill to achieve
a fineness of 90% less than 106μm, which is the minimum requirement to ensure
the best accuracy and precision during analysis.

Samples are analyzed for Pt (ppb), Pd (ppb), Rh (ppb) and Au
(ppb) by standard 25g lead fire-assay using silver as requested by a
co-collector to facilitate easier handling of prills as well as to minimize
losses during the cupellation process. Although collection of three elements
(Pt, Pd and Au) is enhanced by this technique, the contrary is true for rhodium
(Rh), which volatilizes in the presence of silver during cupellation. Palladium
is used as the co-collector for Rh analysis. The resulting prills are dissolved
with aqua regia for Inductively Coupled Plasma (ICP) analysis.

After pre-concentration by fire assay and microwave
dissolution, the resulting solutions are analyzed for Au and PGMs by the
technique of ICP-OES (inductively coupled plasmaoptical emission
spectrometry).

Quality Assurance and Quality Control (QA&QC)
Procedures and Results

The Company protocols for quality control are as follows:

| | 1.  | The project geologist oversees the sampling
    process.                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                 
| | 2.  | The core yard manager oversees the core quality
      control.                                                                                  
| |     |                                                                                                                                                 
| | 3.  | The exploration geologists and the sample technicians are
      responsible for the actual sampling process.                                    
| |     |                                                                                                                                                 
| | 4.  | The project geologist oversees the chain of
    custody.                                                                                        
| |     |                                                                                                                                                 
| | 5.  | The internal QP verifies both processes and receives the
      laboratory data.                                                                 
| |     |                                                                                                                                                 
| | 6.  | The internal resource geologist and the database manager
      merge the data and produce the SABLE sampling log with assay
  values.           
| |     |                                                                                                                                                 
| | 7.  | Together with the project geologist, the resource
      geologist determines the initial mining cut.                                            
| |     |                                                                                                                                                 
| | 8.  | The external auditor verifies the sampling process and
      signs off on the mining cut.                                                       
| |     |                                                                                                                                                 
| | 9.  | The second external database auditor verifies the SABLE
      database and highlights QA&QC failures.                                           
| |     |                                                                                                                                                 
| | 10. | A Company technician runs the QA&QC graphs
      (standards, blanks and duplicates) and reports anomalies and failures to
      the internal QP.
| |     |                                                                                                                                                 
| | 11. | The internal QP requests re-assay.                                                                                                              
| |     |                                                                                                                                                 
| | 12. | Check samples are sent to a second laboratory to verify
      the validity of data received from the first
laboratory.                          

Standards

Analytical standards are used to assess the accuracy and
possible bias of assay values for Platinum (Pt) and Palladium (Pd). Rhodium (Rh)
and Gold (Au) were monitored where data for the standards were available, but
standards were not failed on Rh and Au alone.

Assay testing refers to Round Robin programs that comprise
collection and preparation of material of varying matrices and grades to provide
homogeneous material for developing reference materials (standards) necessary
for monitoring assaying. Assay testing is also useful in ensuring that
analytical methods are matched to the mineralogical characteristics of the
mineralization being explored. Samples are sent to a sufficient number of
international testing laboratories to provide enough assay data to statistically
determine a representative mean value and standard deviation necessary for
setting acceptance/rejection tolerance limits.

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Tolerance limits are set at two and three standard deviations
from the Round Robin mean value of the reference material: a single analytical
batch is rejected for accuracy when reference material assays are beyond three
standard deviations from the certified mean, and any two consecutive standards
within the same batch are rejected on the basis of bias when both reference
material assays are beyond two standard deviations limit on the same side of the
mean.

Blanks

The insertion of blanks provides an important check on the
laboratory practices, especially potential contamination or sample sequence
mis-ordering. Blanks consist of a selection of Transvaal Quartzite pieces
(devoid of platinum, palladium, copper and nickel mineralization) of a mass
similar to that of a normal core sample. The blank being used is always noted to
track its behaviour and trace metal content. Typically the first blank is sample
5 in a given sampling sequence.

Duplicates

The purpose of having field duplicates is to provide a check on
possible sample over-selection. The field duplicate contains all levels of error
 core or reverse-circulation cutting splitting, sample size reduction in the
prep lab, sub-sampling at the pulp, and analytical error.

Field duplicates were, however, not used on this project by
very significant reason of the assemblage of the core. Firstly, BQ core has an
outer diameter of only 36.5mm. Secondly, it is friable and brittle due to the
chrome content making it extremely difficult to quarter the core. It usually
ends up in broken pieces and not a solid piece of core.

Due to this problem, the laboratory was asked to regularly
assay split pulp samples as a duplicate sample to monitor analytical precision.

Assay Validation

Although samples are assayed with reference materials, an assay
validation program is being conducted to ensure that assays are repeatable
within statistical limits for the styles of mineralization being investigated.
It should be noted that validation is different from verification; the latter
implies 100% repeatability. The validation program consists of the
following:

- a re-assay program conducted on standards that failed the tolerance
  limits set at two and three standard deviations from the Round Robin mean
  value of the reference material;
- ongoing blind pulp duplicate assays at Set Point Laboratory;
- check assays conducted at an independent assaying facility (Genalysis).

Re-assay

This procedure entailed the following: the failed standard (2)
together with standard (1) submitted before and standard (3) submitted after the
particular failed standard (2), as well as all submitted field samples (pulps)
in between standard (1) and standard (3) were resubmitted for re-assaying.

Sampling Procedures

The QA&QC practice of the Company is a process beginning
with the actual placement of the borehole position (on the grid) and continuing
through to the decision for the 3D economic intersection to be included in
(passed into) the database. The values are also confirmed, as well as the
correctness of correlation of reef/resource cut so that populations used in the
geostatistical modeling are not mixed; this makes for a high degree of
reliability in estimates of resources/reserves.

Quality Control measures and Data Verification

All scientific information is manually captured and digitally
recorded. The information derived from the core logging is manually recorded on
A4-size logging sheets. After being captured manually, the data is electronically captured in a digital logging program (SABLE).
For this exercise, the program has very specific requirements and standards.
Should the entered data not be in the set format the information is rejected.
This is the first stage of the verification process.

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After the information is transferred into SABLE, the same
information is transferred into a modeling package (DATAMINE). Modeling packages
are rigorous in their rejection of conflicting data, e.g. the input is aborted
if there are any overlaps in distances or inconsistencies in stratigraphic or
economic horizon nomenclature. This is the second stage of verification.

Once these stages of digital data verification are complete, a
third stage is generated in the form of section construction and continuity
through DATAMINE. The lateral continuity and the packages of hanging wall and
footwall stratigraphic units must align or be in a format consistent with the
general geometry. If this is not the case, the information is again aborted.

The final stage of verification is of a geostatistical nature,
where population distributions, variance and spatial relationships are
considered. Anomalies in grade, thickness, and isopach or isocon trends are
noted and questioned. Should inconsistencies and varying trends be
un-explainable, the base data is again interrogated, and the process is repeated
until a suitable explanation is obtained.

Security of Samples

Samples are not removed from secured storage location without
completion of a chain-of-custody document; this forms part of a continuous
tracking system for the movement of the samples and persons responsible for
their security. Ultimate responsibility for the secure and timely delivery of
the samples to the chosen analytical facility rests with the project geologist
and samples are not transported in any manner without the project geologists
permission.

During the process of transportation between the project site
and analytical facility the samples are inspected and signed for by each
individual or company handling the samples. It is the mandate of both the
supervising and project geologist to ensure secure transportation of the samples
to the analytical facility. The original chain-of-custody document always
accompanies the samples to their final destination.

The supervising geologist ensures that the analytical facility
is aware of the Company standards and requirements. It is the responsibility of
the analytical facility to inspect for evidence of possible contamination of, or
tampering with, the shipment received from the Company. A photocopy of the
chain-of-custody document, signed and dated by an official of the analytical
facility, is faxed to the Companys offices in Johannesburg upon receipt of the
samples by the analytical facility and the original signed letter is returned to
the Company along with the signed analytical certificate(s).

The analytical facilitys instructions are that if they suspect
the sample shipment has been tampered with, they will immediately contact the
supervising geologist, who will arrange for someone in the employment of the
Company to examine the sample shipment and confirm its integrity prior to the
start of the analytical process.

If, upon inspection, the supervising geologist has any concerns
whatsoever that the sample shipment may have been tampered with or otherwise
compromised, the responsible geologist will immediately notify the Company
management in writing and will decide, with the input of management, how to
proceed. In most cases analysis may still be completed although the data must be
treated, until proven otherwise, as suspect and unsuitable as a basis for a news
release until additional sampling, quality control checks and examination prove
their validity.

Should there be evidence or suspicions of tampering or
contamination of the sampling, the Company will immediately undertake a security
review of the entire operating procedure. The investigation will be conducted by
an independent third party, whose report is to be delivered directly and solely
to the directors of the Company, for their consideration and drafting of an
action plan. All in-country exploration activities will be suspended until this
review is complete and the findings have been conveyed to the directors of the
company and acted upon.

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Project 1 and Project 3 Mineral Resources and Reserves -
(MR- Merensky Reef; UG2- Upper Group 2 Reef)

The Company provided a statement of reserves for Project 1 in
the Updated Feasibility Study and an updated statement of resources for Project
1 in separate NI 43-101 technical report (the Project 1 Report) in October
2009. An update NI 43-101 technical report was published for Project 3 in
October 2010 (the Project 3 Report).

Summary resource and reserve details follow in the table below.
The table contains summary details from the Updated Feasibility Study and the
Project 1 Report, and summary resource details from the Project 3 Report. The
Company has a 74% interest in the 4E ounces attributable to Project 1 and
Project 3. The prill splits and 4E estimates for Project 1 and Project 3 have
been tested for reasonableness by kriging on the individual elements. Copper and
nickel as well as the minor platinum group elements have also been estimated
with a statistical process of simple kriging for Project 1. New geo-statistical
information resulting from recent infill borehole data, combined with modified
modeling, mine planning and scheduling being completed at the time of writing of
this AIF, could result in changes to the reported reserves and resources for
Project 1.

Current spot prices of 4E in aggregate are higher than the base
case long term metal prices as set out in the Updated Feasibility Study, but are
within the range (in aggregate, including exchange rates for the Merensky Reef
pricing) of the sensitivity analysis contained in the Updated Feasibility
Study.

The following is a statement of attributable reserves and
resources for Project 1 and Project 3 based on the Project 1 Report and the
Project 3 Report. Additional information regarding the resource calculation can
be found in the technical reports. Reserves presented below are a sub-set of
measured and indicated resources included in the Updated Feasibility Study and
take into account mining factors and are not in addition to the resources. The
4E cut-off in the tables below are 300 cm.g/t for Project 1 and 100 cm.g/t for
Project 3 (cm.g/t refers to the grade at the stipulated resource cut width (in
centimetres)). Where used in the following four tables, MR or Merensky
refers to Merensky Reef, and UG2 refers to Upper Group 2 Chromitite Seam. Due
to rounding, table columns may not add up. Project 1 tonnes are reported after
deducting 14% for MR and 23% for the UG2 for geological losses. Project 3 tonnes
are reported after deducting 14% for geological losses.

|                 |           |           | Grade | Mining   |                  |     |     |    |              
|---------------- | --------- | --------- | ----- | -------- | ---------------- | --- | --- | -- | -------------
|                 | Resource  | Tonnes    | (4E)  | width    | Prill Split (4E) | Ozs
|Reef             | Category  | (million) | (g/t) | (meters) | PT               | Pd  | Rh  | Au | (millions)(1)
|Project 1 (2)    |           |           |       |          |                  |     |     |    |              
|MR               | Measured  | 6.603     | 8.38  | 1.33     | 64%              | 27% | 4%  | 5% | 1.779        
|UG2              | Measured  | 7.464     | 4.26  | 1.34     | 63%              | 26% | 10% | 1% | 1.022        
|MR               | Indicated | 11.183    | 7.25  | 1.24     | 64%              | 27% | 4%  | 5% | 2.607        
|UG2              | Indicated | 19.209    | 4.46  | 1.39     | 63%              | 26% | 10% | 1% | 2.754        
|MR               | Inferred  | 0.154     | 8.96  | 1.06     | 64%              | 27% | 4%  | 5% | 0.044        
|UG2              | Inferred  | 0.022     | 3.91  | 0.83     | 63%              | 26% | 10% | 1% | 0.003        
|Project 3 (3)(4) |           |           |       |          |                  |     |     |    |              
|MR               | Indicated | 5.157     | 6.03  | 1.14     | 64%              | 27% | 4%  | 5% | 0.999        
|UG2              | Indicated | 5.947     | 4.91  | 1.16     | 62%              | 28% | 9%  | 1% | 0.940        
|MR               | Inferred  | 0.443     | 5.34  | 1.14     | 64%              | 27% | 4%  | 5% | 0.076        

|Notes:
|------
|(1)   
|(2)   

|(3) | The Qualified Person for the information in the table
      above with respect to Project 3, derived from the Project 3 Report, is
      Charles Muller, who was independent of the Company as of the date of the
      Project 3 Report.                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Subsequent to the publication of the Project 3 Report in
      October 2010, further analysis, scoping work and optimization of resource
      block perimeters has resulted in small improvements (less than 10% change)
      to the originally reported resource and it is these amended results that
      are reported herein.

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Merensky Reserves Project
      1(1)Tonnes t
    4E g/t
    Content Moz 4EMerensky Proven6,677,304
    5.61
    1.205Merensky Probable11,333,294
    5.44
    1.983Total Merensky Mineral Reserves18,010,598
    5.51
    3.188


|Note:
|-----
|(1)  

UG2 Reserves Project
      1(1)Tonnes t
    4E g/t
    Content Moz 4EUG2 Proven5,086,535
    3.37
    0.551UG2 Probable8,448,801
    3.41
    0.927Total UG2 Mineral Reserves13,535,336
    3.40
    1.478


|Note:
|-----
|(1)  

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Listing of Individual Elements from 4E Reserve
      StatementMetal
    Reef
    Category
    Prill Split
    Tonnage
    g/t
    ContentTonnes
    Tonne
    MozPt
    Merensky
    From Proved 4E Reserve
    64%
    6,677,304
    3.59
    23.99
    0.771From Probable 4E Reserve
    64%
    11,333,294
    3.48
    39.47
    1.269Total
    64%
    18,010,598
    3.52
    63.46
    2.040UG2
    From Proved 4E Reserve
    63%
    5,086,535
    2.12
    10.79
    0.347From Probable 4E Reserve
    63%
    8,448,801
    2.15
    18.16
    0.584Total
    63%
    13,535,336
    2.14
    28.95
    0.931Pd
    Merensky
    From Proved 4E Reserve
    27%
    6,677,304
    1.52
    10.12
    0.325From Probable 4E Reserve
    27%
    11,333,294
    1.47
    16.65
    0.535Total
    27%
    18,010,598
    1.49
    26.77
    0.861UG2
    From Proved 4E Reserve
    26%
    5,086,535
    0.88
    4.45
    0.143From Probable 4E Reserve
    26%
    8,448,801
    0.89
    7.50
    0.241Total
    26%
    13,535,336
    0.88
    11.95
    0.384Rh
    Merensky
    From Proved 4E Reserve
    4%
    6,677,304
    0.22
    1.50
    0.048From Probable 4E Reserve
    4%
    11,333,294
    0.22
    2.47
    0.079Total
    4%
    18,010,598
    0.22
    3.97
    0.128UG2
    From Proved 4E Reserve
    10%
    5,086,535
    0.34
    1.71
    0.055From Probable 4E Reserve
    10%
    8,448,801
    0.34
    2.88
    0.093Total
    10%
    13,535,336
    0.34
    4.60
    0.148Au
    Merensky
    From Proved 4E Reserve
    5%
    6,677,304
    0.28
    1.87
    0.060From Probable 4E Reserve
    5%
    11,333,294
    0.27
    3.08
    0.099Total
    5%
    18,010,598
    0.28
    4.96
    0.159UG2
    From Proved 4E Reserve
    1%
    5,086,535
    0.03
    0.17
    0.006From Probable 4E Reserve
    1%
    8,448,801
    0.03
    0.29
    0.009Total
    1%
    13,535,336
    0.03
    0.46
    0.015


The Qualified Persons for the information in the above table
with respect to Project 1, derived from the Updated Feasibility Study, are
Charles Muller, Gordon Cunningham and Tim Spindler, each of whom were
independent of the Company as of the date of the Updated Feasibility Study and
continue to be independent as of the date of this AIF.

Cautionary Note to U.S. Investors:The above
tables use the terms measured, indicated, and inferred, reserves, and
resources. While these terms are recognized and required by Canadian
regulations the SEC guidelines does not recognize them. U.S. investors are
cautioned not to assume that any part of a mineral deposit in these categories
will ever be converted to reserves. In addition, the terms proven, probable,
and reserves as used above are given the meaning given under Canadian
regulations, which differ from the standard of the SEC. See Cautionary Note for
United State Readers.

Updated Feasibility Study

On January 10, 2007, the Company completed a positive
pre-feasibility study for Project 1. During 2007, the WBJV commissioned the July
2008 Feasibility Study for Project 1, which study was published on July 7, 2008.
The July 2008 Feasibility Study considered and outlined the details and
mitigation of several considered projects risks, assessed in full detail,
including metallurgical recoveries, smelting and refining costs, surface and mining rights, permits, and involvement of
communities in compliance with the Minerals and Petroleum Resources Development
Act (2002).

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The July 2008 Feasibility Studys findings were positive for a
platinum mine in the Project 1 area of the WBJV. The July 2008 Feasibility Study
made a declaration of mineable reserves and outlined a scope for an underground
mine producing 160,000 ounces per annum platinum or 250,000 ounces per annum
platinum, palladium, rhodium and gold in concentrate.

Subsequently, the Updated Feasibility Study was published
containing revised resource estimation for the Project 1 area. The revised
resource estimation indicated that measured and indicated resources had
increased as a result of further drilling in the Project 1 and 1A areas. These
increased ounces have not yet been included in the mineable reserves of the
Updated Feasibility Study mine plan. The Updated Feasibility Study recommends a
series of five simultaneous declines accessing the deposit with a mining rate of
156,000 tonnes per month, which provides 13 years of steady state tonnage
production. First ore is reached by development 13 months from the commencement
of underground work. Mining is only scheduled on the reserves. Resources in the
Project 1 area and lower grade UG2 resources also provide some future
opportunities. The mining and development plan includes conventional hand held
drilling utilizing electrical drills and scraper winch cleaning similar to the
successful conventional mining at the adjacent mines. Declines and primary
access to the deposit is designed for development with mechanized equipment. Ore
is initially to be hauled out of the mine with mechanized equipment and assisted
then by conveyor from year 4 of mine life to end of mine life.

The Merensky Reef is modeled to be mined at widths between 93
cm and 176 cm at an average of 115 cm and the UG2 Reef will be mined at widths
between 105cm and 205cm at an average of 153cm. At the recommended mining rate
and modifying factors the mine plan generates approximately 234,000  300,000 4E
oz in concentrate per year. During nine years of peak production, approximately
275,000 4E oz are produced from the Merensky Reef horizon. The mine has a 22
year planned mine life. The Qualified Persons who authored the Updated
Feasibility Study have recommended that the mine plan be reviewed based upon the
changes to the mineral resources. This work is being carried out as part of
project implementation and subsequent to recent infill drilling as described
above.

Infrastructure and Metal Recovery

The Updated Feasibility Study design for metallurgical
extraction utilizes a standard plant design similar to other nearby plants in
the Bushveld complex operating on the same reefs. The plant is designed with
circuits that can process Merensky Reef, UG2 Reef or a blended feed. The
Merensky Reef is the target of initial mining because of its higher grade and
low chrome content. The concentrator has been designed and re-costed, based on
treating the optimal 140,000 tonnes per month. The revised mine plan has
increased this treatment rate to 160,000 tonnes per month and for the
concentrator to treat this increased quantity of reef, the recovery has been
reduced with a discount of up to 2.5% for treatment in excess of nominal name
plate capacity.

Metallurgical testing and the published experience of the
adjacent operating mines support a name plate capacity plant recovery rate
estimate of 87.5% of platinum, palladium, rhodium and gold on the Merensky Reef
and 82.5% on the UG2 Reef. Recoveries of 45% for nickel and 70% for copper are
also modeled for the Merensky Reef. Ruthenium and Iridium are also included as
minor contributors. Further metallurgical test work has now been completed as
the Company prepares for project implementation and negotiations on final off
take terms. Further metallurgical work will be done in the months ahead as the
Company looks at the effects on concentrate of early mining and blending of UG2
ore.

The mine infrastructure in the estimates includes the entire
required surface infrastructure for a standalone mine including water, power,
underground access and ventilation to establish full production. At the time of
writing the Company is in discussions with local water utility Magaliesberg
Water to finalize the delivery of a six megalitre allocation for permanent water
supply as a part of a regional development plan. A temporary water supply for
use during construction has already been installed and is functional. During
2010 the Company paid the South African power utility Company ESKOM deposits
against their work to design infrastructure for the delivery of construction
power and commercial production power to the property.

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Smelter Terms

The Updated Feasibility Study includes capital and operating
estimates to produce concentrate but no capital is included for smelting or
refining of this concentrate. The costs associated with smelting and refining of
concentrate is modeled as a deduction from revenue arising from the sale of
concentrate to others. While the terms of agreements governing the sale of such
concentrates within the South African PGM industry are all confidential, the
relevant Qualified Person for the Updated Feasibility Study believes the
deductions used in the Updated Feasibility Study financial model are indicative
of deductions current in this industry. The party to who concentrate will be
sold and the terms of this potential sale are yet to be determined. Anglo has a
60 day right of first refusal to purchase all of the ore or concentrate produced
by Projects 1 and 3 on terms no less favourable to the Company than those it may
secure with another commercial off taker. Estimated deductions in the Updated
Feasibility Study include penalties and shipment charges and total approximately
15% from gross concentrate sales revenue.

Discussions are currently underway with all commercial
smelter/refiners of PGEs in South Africa in order to secure an off-take
agreement. The Company now estimates that the completion of off take
arrangements, including Anglos 60 day right of first refusal, will be completed
by Q2 of calendar 2012.

Financial Details

The Base Case for the Updated Feasibility Study was modeled
using 3 year trailing metal prices at September 2009, including US$1,343 per
ounce platinum, an exchange rate of 8 Rand to the US Dollar and a 10% discount
rate, resulting in a pre-tax net present value of US $475 million for the
project on a 100% of project basis. Applying a 5% discount rate resulted in a
pre-tax net present value of US $981 million on a 100% of project basis. The UFS
model does not include escalation of costs or metal prices due to inflation. The
Base Case also calculated a strong Internal Rate of Return IRR (pretax) of
23.54% .

Average life-of-mine cash operating costs to produce
concentrate is now estimated at R525 per tonne (approximately US$65.63) of ore
or R4,208 (approximately US$526) per 4E ounce on a life of mine basis. Operating
costs and underground development costs have increased from those in the July
2008 Feasibility Study primarily as a result of mining related cost including
labour increases. The Merensky Reef layer represents the first 15 years of
production and the Merensky basket price per 4E ounce is modeled at US$1,185 (3
year trailing prices) and US$1,025 (recent prices). The UG2 layer represents the
balance of the production. The UG2 basket price per 4E ounce is modeled at
US$1,433 (3 year trailing prices) and US$1,068 (recent prices). The model
includes a subsequent average 15.16% discount from the metal price to estimate
the smelter pay discount.

The project has an estimated life of 22 years with nine years
at a steady state of production of 234,000 to 300,000 ounces per year. The
capital cost for the mine and concentrator complex are estimated at R3.55
billion or US$443.13 million for peak funding and R4.76 billion or US$595.04
million for life of mine funding. The life of mine capital cost estimate was
reduced from that in the July 2008 Feasibility Study by US$89 million as a
result of changes in design to use mostly grid power rather than self-generated
power and improvements in mine design.

A portion of the proceeds of the October 2010 Financing were
used to initiate a Phase 1 development and bulk sample program, budgeted at USD
$100 million, to begin sinking twin declines into the central part of the
Project 1 deposit. Phase 1 funds are also being used to commence surface and
earth works, including pads, lay down areas, a box cut, decline access and
limited level development. Such work included detailed implementation
preparations, including working with the key potential contractors and suppliers
of water and power. Further financing will be required to complete the project,
likely from a combination of debt financing and the issuance of additional
equity.

Phase 1 is approximately 55% to 60% complete with estimated
completion by late calendar 2012. At present Phase 1 is on budget and is
approximately 10 to 12 weeks behind original schedule. Delays have occurred as a
result of the time taken to achieve Phase 1 permits, contractor performance,
scheduling of duties and handover between civil and underground contractors, job
action in September and October by the National Union of Mine Workers against
underground mining contractor JIC and by the requirement for the careful
placement of ground support at the portal entrance to the twin declines of Phase
1. As indicated by drilling, the first 30 to 50 metres vertical at the location of the box
cut required ground support consisting of roof bolts, resin injection, mesh and
steel sets. Ground conditions at the Phase 1 portals are consistent with those
found at the other shafts and declines operating in the vicinity. The box cut
excavation brings the working area down 18 metres vertical, from where the
portals begin. Once the turn under at the face was complete and the first few
sets were completed, the ground conditions improved as expected. It took longer
to complete this work than originally budgeted for.

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The Company has completed additional drilling and engineering
work since October 2009 and is considering potential changes in capital costs,
power availability and project implementation schedules due to changes in the
mining market, metals prices and other factors since the effective date of the
Updated Feasibility Study. For more detail on Phase 1 development see Recent
Developments  Project 1above.

The Company plans to commence Phase 2, including an additional
southern decline access to the deposit and a milling, concentrating and tailings
facility, once a final mining right has been granted and funding from both debt
and equity sources are arranged to cover estimated capital costs. Plant and
facility construction and commissioning are estimated to take two years to
complete. First production is currently projected to occur in mid-2014. Full
commercial production is estimated to occur after a two to three year ramp up
period subsequent to the commissioning of the plant.

Post UFS Technical Work

Following the completion of the Updated Feasibility Study for
Project 1 in October 2009 the Company completed further drilling, metallurgical
work, mine design and cost estimation work. The Company has also incurred actual
construction and property acquisition costs under the Phase 1 development
program currently underway. Amendments to aspects of the UFS are in progress as
expected during project implementation. Initial indicators, based on current
implementation cost estimates, are that peak funding requirements for Project 1
have not changed materially from the UFS estimate. Current estimates of steady
state production remain unchanged.

Social Development and Responsibilities

Feedback from the public consultation processes for the
environmental assessment and social and labour plan development have been
constructive and positive. The mine capital development plan includes a
significant investment in training through the life of mine, allocated to a
social and labour plan to ensure maximum value from the project for all
stakeholders, including local residents. Based on interaction with the
community, the completion of a skill and needs assessment, and our training
plans, the project is planning for 2,700 jobs with a target of at least 30% from
the local communities. The Company is committed to a strong community
involvement in the project particularly as Wesizwe Platinum is a 26% partner in
the project and their largest shareholder is one of the communities near the
mine. To assist the Company in achieving these goals, we have contracted the
services of an experienced and professional HR company, RBS, (See discussion
under Recent Developments- Project 1 above)

Additionally, the mines financial estimates include an
accumulated charge per tonne to create a fund for eventual closure of the mine
projected in 2031.

War Springs and Tweespalk, North Limb, South Africa

Since 2005, the Company has been actively exploring its War
Springs and Tweespalk projects, which are located on the North Limb of the
Bushveld Complex in South Africa. The War Springs property covers 22 square
kilometres and is located 24 kilometres south of the Anglo open pit PPRust
Platinum mine along the same Platreef section of the Bushveld Complex.
Exploration has consisted of diamond drilling, geophysical surveys and ground
prospecting. In March 2008, the Company reported an inferred resource on a 100%
basis of 1.676 million ounces 3E (platinum, palladium and gold) at a grade of
1.11 g/t with a minor credit for copper and nickel. Additional information
regarding grade, prill splits, sampling and resource calculations can be found
in an NI 43-101 technical report dated June 18, 2009 entitled Revised Inferred
Mineral Resource Declaration War Springs (Oorlogsfontein 45K2), Northern Limb
Platinum Property, Limpopo Province, Republic of South Africa (the War Springs
Report) filed on SEDAR and on EDGAR at www.sec.gov.

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The War Springs mineral resource is characterised by two
distinct reef layers, termed the "B" and "C" reefs. Both reefs are typically
greater than 6 metres thick. The reefs outcrop on surface and extend down dip in
parallel sheets at a 65 degree angle to a depth of 400 metres, remaining open at
depth. Of the 22 boreholes drilled to February 2006, and which were used in the
resource calculation, 15 boreholes intersected the B Reef and 8 boreholes
intersected the C Reef. A total of 9,926 samples were taken for analysis.
Drilling results from Phase 1 and 2 covering approximately 2,200 metres of
strike length on 250 metre spacing, combined with a review of economic cut-off,
form the basis of the War Springs Report.

Subject to vendor payments due upon a decision to mine, the
Company holds a 70% interest in the War Springs Project and Africa Wide and
Taung Platinum Exploration (Pty) Ltd. (Taung Platinum) each hold a 15%
interest carried to feasibility study. Taung Platinum is an affiliated company
of Moepi Platinum (Pty.) Ltd., which is Platmin Ltd.s (PPN-TSX) Black Economic
Empowerment partner in South Africa.

In March 2009, the Company announced an option agreement with
Japan Oil, Gas and Metals National Corporation (JOGMEC), an incorporated
administrative institution of the Government of Japan, pursuant to which JOGMEC
may earn 35% (one half of the Companys interest) of Platinum Groups interest
in the War Springs Project by incurring US$ 10 million in expenses over 5 years.
Since March 2009 a total of 17,222 metres of drilling in 20 boreholes have been
completed on the War Springs project with JOGMEC funding. Total expenditures
incurred by JOGMEC to August 31, 2011 on War Springs amounted to approximately
$2.9 million. Subsequent to year end the 2011 drilling program was completed and
JOGMEC indicated that they do not plan to fund further work on this project. The
Company is considering further work or possible joint ventures for the project
at this time.

Sable Joint Venture, South Africa

In 2008, the Company conducted a new business generative
program including research and implementation, including the application for
several new license areas on or near to the Bushveld Complex. In 2008 and 2009,
the Company was granted several new prospecting permits as a result of this
work. In 2008, the Company entered into an exploration joint venture with Sable
(Sable Joint Venture) with respect to new prospecting permits located at the
eastern end of the Western Bushveld Complex encompassing 110.62 square
kilometers. Sable has the right to earn a 51% interest in the Sable Joint
Venture by spending R 51 million in exploration costs over five years. A private
Black Economic Empowerment group holds 26% and the Company will operate the
exploration program and retain a 23% interest when the earn-in is complete. In
November 2010, Sable advised the Company that they had obtained project funding
and drilling on site commenced.

Exploration work consisting of mapping, soil sampling,
geophysical surveys and drilling has been undertaken to date. Drilling is
underway at the time of writing. Results will be released in the months ahead.
To the time of writing, a total of 4,134 metres have been drilled in 5 boreholes
on the project area. The Company is the operator of the project.

Waterberg Venture, South Africa

During September 2009, the Company was granted prospecting
rights for a 137 square kilometre area named the Waterberg Project north of the
known North Limb of the Bushveld Complex. The Company holds an initial 74%
interest in the project and private South African Black Economic Empowerment
firm, Mnombo, holds a 26% interest. Magnetic, gravity, and general trends all
indicate that the North Limb extends under shallow cover in this area and
initial geochemical sampling confirmed this interpretation. Drilling in early
2011 confirmed the presence of BIC sequences and results announced on November
9, 2011 confirmed the presence of two PGE bearing zones or reefs with
significant values. Reported drill intercepts included 3.47 g/t platinum,
palladium and gold (2 PGE+Au) over 3.5 meters and 7.00 g/t 2PGE+Au over 5.0
meters at vertical depth of approximately 660 meters. At the time of writing
assay values for these intercepts for rhodium, copper and nickel remained
outstanding. Drilling on the Waterberg Project continued in November 2011 with
two drill rigs and at the time of writing the Company is planning to deploy
another two rigs in order to accelerate the project.

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In October 2009, the Company entered an agreement with JOGMEC
and Mnombo whereby JOGMEC may earn up to a 37% interest in the Waterberg project
for an optional work commitment of US$3.2 million over 4 years, while at the
same time Mnombo is required to match JOGMECs expenditures on a 26/74 basis. If
required, the Company agreed to loan Mnombo their first $87,838 in project
funding. To the time of writing, a total of 3,331 metres have been drilled in 2
completed boreholes and 2 boreholes underway on the project area. The Company is
the operator of the project. Total cumulative expenditures incurred by JOGMEC to
August 31, 2011 amounted to approximately R 6.4 million ($0.89 million) and to
October 31, 2011 JOGMEC had funded approximately R 6.85 million ($0.92
million).

On November 7, 2011 the Company entered into an agreement with
Mnombo whereby the Company will acquire 49.9% of the issued and outstanding
shares of Mnombo in exchange for a cash payment of R 1.2 million and for the
Company paying for Mnombos 26% share of Waterberg Project costs to feasibility.
When combined with the Companys 37% direct interest in the Waterberg Project
(after JOGMEC earn-in), the 12.974% indirect interest to be acquired through
Mnombo will bring the Companys project interest to 49.974% .

Lac Des Iles, Ontario, Canada

The Company maintains a large mineral rights position in the
Lac des Iles  Thunder Bay North area, Ontario as a strategic holding against
increasing prices for palladium and platinum. Included in these holdings are
claims staked in early 2011 and continued 100% interests in the Lac Des Iles
River, Shelby Lake and South Legris properties, all subject to 2.0% NSR
royalties, which the Company may buy back.

The Companys Canadian exploration program was active in the
period and 12 new properties have been acquired in the Thunder Bay Mining
District, Ontario. The acquired ground covers at total of 532 square kilometers,
bringing the companys holdings in the Lac des Iles  Thunder Bay North region
to 657 square kilometers. The majority of these new properties were acquired by
staking, utilizing in-house compilation and modeling of geophysics, geochemistry
and work completed by the company in the area over the past 10 years.
Acquisition costs for the period totalled $323,577 (2010 - $31,968). In
addition, the Company retains a majority interest in the 73 square kilometre
Agnew lake property near Sudbury, Ontario.

The property interests acquired in the current period include
the Bark Lake Option a right to earn up to a 75% interest in Benton. Bark Lake
platinum-palladium project, comprised of 19 mineral claims totaling 3,884
hectares located approximately 120 km west of Thunder Bay, Ontario. Pursuant to
the Bark Lake Option, to earn a 70% interest, the Company must make staged
option payments of $145,000 in cash ($35,000 paid) and 215,000 shares (none
issued to date) and complete $1,625,000 in exploration ($295,570 completed to
August 31, 2011) over a seven year period. The Company may earn a further 5%
(75% total) by completing a pre-feasibility study.

All of the newly acquired properties in the Thunder Bay
District are targeted on a new mineralization type in younger intrusive rocks
where contained platinum is equal or greater than palladium. Platinum Groups
older projects are targeted on older intrusive rock types like that at North
American Palladiums Lac des Iles Mine where palladium is the dominant PGM.
Historically, North American deposits have been dominated by palladium rather
than rarer and more valuable platinum. Some new exploration in the Thunder Bay
area has demonstrated previously unexplored potential for platinum in pipe like
intrusions or conduits. The Company plans to be a major participant in
exploration for this new deposit type in this area.

The Company is currently conducting exploration programs on all
the Lac des Iles - Thunder Bay District properties. Prospecting, geophysical
surveys, soil and rock chip sampling, mapping and drilling have all been part of
the 2011 work program. Three of the 100% owned properties and the Bark Lake
Option were drill tested based on airborne geophysical survey results,
geological ground work, geochemistry and compilation of historic data. A total
of 2,759 metres have been drilled in 13 holes to date.

Northwest Territories, Canada

The Canadian exploration portfolio has also expanded north with
the acquisition of 100% ownership in the Providence Ni-Cu-Co-PGM property in the
Northwest Territories. The property covers approximately 20 kilometers of a
recently recognized belt of mafic to ultramafic rocks that is host to the first
discovery of magmatic Cu-Ni-Co-PGM massive sulphide mineralization in the
Slave Craton. There is an established three dimensional target with sixteen
drill intercepts of copper, nickel and impressive PGM grades as well as
regionally mapped district potential. The Company is planning for an early 2012
supply and exploration start up utilizing the winter road that services the
Diavik Mine, located 70 kilometers east of the project. Diamond drilling is
planned to expand the extent of known mineralization as well as test numerous
under explored targets defined by the work inherited from the previous owner
along the 20 kilometer trend.

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Risk Factors

The Companys securities should be considered a highly
speculative investment and investors should carefully consider all of the
information disclosed in the Companys Canadian and U.S. regulatory filings
prior to making an investment in the Company. Without limiting the foregoing,
the following risk factors should be given special consideration when evaluating
an investment in the Companys securities.

General

Resource exploration and development is a speculative business,
characterized by a number of significant risks including, among other things,
unprofitable efforts resulting not only from the failure to discover mineral
deposits, but also from finding mineral deposits, which though present, are
insufficient in quantity and/or quality to return a profit from production.

Additional funding may be required

The Company does not have sufficient cash resources on hand to
meet all of the Company's planned future financial requirements relating to the
exploration, development and operation of the Company's projects. The Company
will require additional financing from external sources, such as joint ventures,
debt financing or equity financing, in order to meet planned requirements and
carry out the future development of the Company's projects and external growth
opportunities. The success and the pricing of any such capital raising and/or
debt financing will be dependent upon the prevailing market conditions at that
time. There can be no assurance that such financing will be available to the
Company or, if it is, that it will be offered on acceptable terms. If additional
financing is raised through the issuance of equity or convertible debt
securities of the Company, this may have a depressive effect on the price of the
Company's securities and the interests of shareholders in the net assets of the
Company may be diluted. Any failure by the Company to obtain required financing
on acceptable terms could cause the Company to delay development of its material
projects and could have a material adverse effect on the Company's financial
condition, results of operations and liquidity.

Metal prices affect the success of the Companys
business

Metal prices have historically been subject to significant
price fluctuations. No assurance may be given that metal prices will remain
stable. Significant price fluctuations over short periods of time may be
generated by numerous factors beyond the control of the Company, including
domestic and international economic and political trends, expectations of
inflation, currency exchange fluctuations, interest rates, global or regional
consumption patterns, speculative activities and increases or decreases in
production due to improved mining and production methods. Significant or
continued reductions or volatility in metal prices may have an adverse effect on
the Companys business, including the amount of the Companys reserves, the
economic attractiveness of the Companys projects, the Companys ability to
obtain financing and develop projects and, if the Companys projects enter the
production phase, the amount of the Companys revenues or profit or loss.

The Companys business is subject to exploration and
development risks

With the exception of Project 1, all of the Companys
properties are in the exploration stage and no known reserves have been
discovered on such properties. At this stage, favourable drilling results,
estimates and studies are subject to a number of risks, including:

- the limited amount of drilling and testing completed to date;
- the preliminary nature of any operating and capital cost estimates;
- the difficulties inherent in scaling up operations and achieving expected
  metallurgical recoveries;
- the likelihood of cost estimates increasing in the future; and
- the possibility of difficulties procuring needed supplies of electrical
  power and water.

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There is no certainty that the expenditures to be made by the
Company or by its joint venture partners in the exploration of the properties
described herein will result in discoveries of precious metals in commercial
quantities or that any of the Companys properties will be developed. Most
exploration projects do not result in the discovery of precious metals and no
assurance can be given that any particular level of recovery of precious metals
will in fact be realized or that any identified resource will ever qualify as a
commercially mineable (or viable) resource which can be legally and economically
exploited. The resource and reserve estimates contained herein have been
determined and valued based on assumed future prices, cut-off grades and
operating costs that may prove to be inaccurate. Estimates of reserves, mineral
deposits and production costs can also be affected by such factors as
environmental permit regulations and requirements, weather, environmental
factors, unforeseen technical difficulties, unusual or unexpected geological
formations and work interruptions. In addition, the grade and/or quantity of
precious metals ultimately recovered may differ from that indicated by drilling
results. There can be no assurance that precious metals recovered in small-scale
tests will be duplicated in large-scale tests under on-site conditions or in
production scale. Extended declines in market prices for platinum, palladium,
rhodium and gold may render portions of the Companys mineralization uneconomic
and result in reduced reported mineralization. Any material reductions in
estimates of mineralization, or of the Companys ability to extract this
mineralization, could have a material adverse effect on the Companys results of
operations or financial condition. Amendments to the mine plans and production
profiles may be required as the amount of resources changes or upon receipt of
further information during the implementation phase of the project.

The Company requires various permits in order to conduct
its current and anticipated future operations, and delays or a failure to obtain
such permits, or a failure to comply with the terms of any such permits that the
Company has obtained, could have a material adverse impact on the
Company

The Companys current and anticipated future operations,
including further exploration, development activities and commencement of
production on the Companys properties, require permits from various national,
provincial, territorial and local governmental authorities. In particular, the
Company must obtain a water use licence and mining right for Project 1 and an
environmental impact assessment must be completed and approved by the Government
of South Africa and there can be no absolute assurance that all licenses and
permits which the Company requires for the construction of mining facilities and
the conduct of mining operations will be obtainable on reasonable terms, or at
all. Delays or a failure to obtain such licenses and permits, or a failure to
comply with the terms of any such licenses and permits that the Company has
obtained, could have a material adverse impact on the Company.

The Company is subject to the risk of fluctuations in the
relative values of the Canadian Dollar as compared to the South African Rand and
the United States Dollar

The Company may be adversely affected by foreign currency
fluctuations. The Company is primarily funded through equity investments into
the Company denominated in Canadian Dollars. In the normal course of business
the Company enters into transactions for the purchase of supplies and services
denominated in South African Rand. The Company also has cash and certain
liabilities denominated in South African Rand. Several of the Companys options
to acquire properties or surface rights in the South Africa may result in
payments by the Company denominated in South African Rand or in U.S. Dollars.
Exploration, development and administrative costs to be funded by the Company in
South Africa will also be denominated in South African Rand. Fluctuations in the
exchange rates between the Canadian Dollar and the South African Rand or U.S.
Dollar may have an adverse or positive affect on the Company.

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The mineral exploration industry is extremely
competitive

The resource industry is intensely competitive in all of its
phases, and the Company competes with many companies that possess greater
financial resources and technical facilities. Competition could adversely affect
the Companys ability to acquire suitable new producing properties or prospects
for exploration in the future. Competition could also affect the Companys
ability to raise financing to fund the exploration and development of its
properties or to hire qualified personnel.

South African foreign exchange controls may limit
repatriation of profits

Loan capital or equity capital may be introduced into South
Africa through a formal system of exchange control. Proceeds from the sale of
assets in South Africa owned by a non-resident are remittable to the
nonresident. Approved loan capital is generally remittable to a non-resident
company from business profits. Dividends declared by a non-listed South African
company are remittable to non-resident shareholders. However, there can be no
assurance that restrictions on repatriation of earnings from the South Africa
will not be imposed in the future.

Judgments based upon the civil liability provisions of
the United States federalsecurities laws may be difficult to
enforce

The ability of investors to enforce judgments of United States
courts based upon the civil liability provisions of the United States federal
securities laws against the Company, its directors and officers, and the experts
named herein may be limited due to the fact that the Company is incorporated
outside of the United States, a majority of such directors, officers, and
experts reside outside of the United States and their assets are located outside
the United States. There is uncertainty as to whether foreign courts would: (i)
enforce judgments of United States courts obtained against the Company or such
person predicated upon the civil liability provisions of the United States
federal securities laws, or (ii) entertain original actions brought in foreign
courts against the Company or such persons predicated upon the federal
securities laws of the United States, as such laws may conflict with foreign
laws.

The Company is subject to significant governmental
regulation

The Companys operations and exploration and development
activities in South Africa and Canada are subject to extensive federal, state,
provincial, territorial and local laws and regulation governing various matters,
including:

- environmental protection;
- management and use of toxic substances and explosives;
- management of natural resources;
- exploration, development of mines, production and post-closure reclamation;
- exports;
- price controls;
- taxation;
- regulations concerning business dealings with local communities;
- labour standards and occupational health and safety, including mine safety;
  and
- historic and cultural preservation.

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Failure to comply with applicable laws and regulations may
result in civil or criminal fines or penalties or enforcement actions, including
orders issued by regulatory or judicial authorities enjoining or curtailing
operations or requiring corrective measures, installation of additional
equipment or remedial actions, any of which could result in the Company
incurring significant expenditures. The Company may also be required to
compensate private parties suffering loss or damage by reason of a breach of
such laws, regulations or permitting requirements. It is also possible that
future laws and regulations, or a more stringent enforcement of current laws and
regulations by governmental authorities, could cause additional expense, capital
expenditures, restrictions on or suspensions of the Companys operations and
delays in the development of the Companys properties.

The Companys operations are subject to environmental
laws and regulation that may increase the Companys costs of doing business and
restrict its operations

Environmental legislation on a global basis is evolving in a
manner that will ensure stricter standards and enforcement, increased fines and
penalties for non-compliance, more stringent environmental assessment of
proposed development and a higher level of responsibility for companies and
their officers, directors and employees. There can be no assurance that future
changes to environmental legislation in Canada or South Africa will not
adversely affect the Companys operations. Environmental hazards may exist on
the Companys properties which are unknown at present and which have been caused
by previous or existing owners or operators. Furthermore, future compliance with
environmental reclamation, closure and other requirements may involve
significant costs and other liabilities. In particular, the Companys operations
and exploration activities are subject to Canadian and South African national
and provincial laws and regulations governing protection of the environment.
Such laws are continually changing and, in general, are becoming more
restrictive.

Amendments to current laws, regulations and permits governing
operations and activities of mining companies, or more stringent implementation
thereof, could have a material adverse impact on the Company and cause increases
in capital expenditures or production costs or reduction in levels of production
at producing properties or require abandonment or delays in development of new
mining properties.

The Company has not made any material expenditure for
environmental compliance to date. However, there can be no assurance that
environmental laws will not give rise to significant financial obligations in
the future and such obligations could have a material adverse effect on the
Companys financial performance.

Mining is inherently dangerous and subject to conditions
or events beyond the Companys control, which could have a material adverse
effect on the Companys business

In the course of exploration, development and production of
mineral properties, certain risks, and in particular, unexpected or unusual
geological operating conditions including rock bursts, cave-ins, fire, flooding
and earthquakes may occur. It is not always possible to fully insure against
such risks as a result of high premiums or other reasons. Should such
liabilities arise, they could reduce or eliminate any future profitability and
result in increasing costs and a decline in the value of the Companys
securities.

The Company has limited experience with development-stage
mining operations

Although there are personnel within the Company who have
experience with development stage mining operations, the Companys ability to
place projects into production will be dependent upon using the services of both
mining contractors and additional appropriately experienced personnel or
entering into agreements with other major resource companies that can provide
such expertise. There can be no assurance that the Company will have available
the necessary expertise when and if the Company places its mineral properties
into production.

The Company has a history of losses and it anticipates
continuing to incur lossesfor the foreseeable future.

Apart from income for the year ended August 31, 2010 of $26.66
million, the Company has a history of losses. Net losses in 2011 were $11.67
million and a $7.0 million loss was recorded in the year ended August 31, 2009. At August 31, 2011, the Company had an
accumulated deficit of $19.78 million. The Company anticipates continued losses
for the foreseeable future until it can successfully place one or more of its
properties into commercial production on a profitable basis.

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The Company has a lack of cash flow, which may affect its
ability to continue as a going concern. It is an exploration and development
company with a history of losses and no history of revenues from its operations.
None of the Companys properties are currently in production, and although the
Updated Feasibility Study indicates a positive economic model for Project 1,
there is no certainty that the Company will succeed in placing that project into
production in the near future, if at all. The Company used $5.90 million in cash
for operating purposes in 2011, $6.71 million in cash for operating purposes in
2010 and $5.42 million in cash for operating activities in 2009. The Company
used $90.23 million in cash for investing activities in 2011, $25.02 million for
investing activities in 2010 and $3.13 million in 2009. Historically, the only
source of funds available to the Company has been through the sale of its equity
securities, interest revenue and minor cost recoveries.

The Companys continuing operations and the recoverability of
the amounts capitalized for mineral properties in its consolidated financial
statements, prepared in accordance with Canadian GAAP, is dependent upon its
ability in the future to achieve profitable operations and, in the meantime, to
obtain the necessary financing to meet its obligations and repay the Companys
liabilities arising from normal business operations when they become due.
External financing, predominately by the issuance of equity to the public, and
by debt financing, will be sought to finance the Companys operations; however,
there is no assurance that sufficient funds will be raised.

Most of the Companys properties contain no known
reserves

Project 1 contains mineral reserves. The remaining properties
are in the exploration stage meaning that the Company has not determined whether
such properties contain mineral reserves that are economically recoverable.
Failure to discover economically recoverable reserves on a mineral property will
require the Company to write-off the costs capitalized for that property in its
Canadian GAAP financial statements. At August 31, 2011 deferred acquisition,
exploration and development costs related to the Western Bushveld Complex
totalled $138.56 million (2010 - $115.43 million and 2009 - $Nil) while all of
the Companys mineral property interests outside of the WBC Project totalled
$7.81 million (2010 - $6.4 million and 2009 - $6.0 million).

The Company depends on its key management
employees

The Companys development to date has depended, and in the
future will continue to depend, on the efforts of its key management figures: R.
Michael Jones, the Companys President, CEO and director; Frank R. Hallam, the
Companys CFO and director; and Peter Busse, the Companys Chief Operating
Officer. The loss of any of the Companys key management figures could have a
material adverse effect on the Company. The Company has entered into contracts
with the named directors, officers and employees. It does not maintain key man
insurance on any of its management.

The Companys directors may be associated with other
mineral resourcecompanies

Certain of the Companys officers and directors may become
associated with other natural resource companies that acquire interests in
mineral properties. R. Michael Jones, the Companys President, CEO and director
is also a director of West Kirkland Mining Inc. (WKM), a public company with
mineral exploration properties in Ontario and Nevada, a director of MAG Silver
Corp. (MAG Silver), a public company with silver properties in Mexico, and a
director of Nextraction Energy Corp. (Nextraction), a public company with oil
properties in Alberta, Kentucky and Wyoming. Frank Hallam, the Companys CFO and
director, is also a director of MAG Silver, WKM, Lake Shore Gold Corp, and
Nextraction. Eric Carlson, a director of the Company, is also a director of MAG
Silver, WKM and Nextraction. Barry Smee, a director of the Company, is also a
director of Almaden Resources Ltd., a company with projects in Mexico, the USA
and Canada.

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Such associations may give rise to conflicts of interest from
time to time. The Companys directors are required by law to act honestly and in
good faith with a view to the best interests of the Company and to disclose any
interest, which they may have in any project or opportunity of the Company. If a
subject involving a conflict of interest arises at a meeting of the board of
directors, any director in a conflict will disclose his interest and abstain
from voting on such matter. In determining whether or not the Company will
participate in any project or opportunity, the directors will primarily consider
the degree of risk to which the Company may be exposed and the Companys
financial position at that time. See Conflicts of Interest.

The Companys share price has been volatile in recent
years

In recent years, the securities markets in the United States
and Canada have experienced a high level of price and volume volatility, and the
market price of many companies, particularly those considered exploration or
development stage companies, have experienced wide fluctuations in price which
have not necessarily been related to the operating performance, underlying asset
values or prospects of such companies. In particular, the price of the Common
Shares on the TSX fluctuated from a high of $2.70 to a low of $1.26 and on the
NYSE-A from a high of US $2.80 to a low of US $1.25 within the twelve month
period ending August 31, 2011. There can be no assurance that continual
fluctuations in price will not occur.

The Company does not expect to pay dividends

The Company has not paid any dividends since incorporation and
it has no plans to pay dividends for some time. The Companys directors will
determine if and when dividends should be declared and paid in the future based
on the Companys financial position at the relevant time. All of the Common
Shares are entitled to an equal share of any dividends declared and paid.

The Companys prospecting rights are subject to title
risks

The Companys prospecting rights may be subject to prior
unregistered agreements or transfers and title may be affected by undetected
defects. The Company holds its interest in Project 1 and Project 3 through its
holdings of Maseve, which company in turn holds 100% of the prospecting rights
comprising Project 1 and Project 3. Although duly approved and issued, these
prospecting rights are still in process of final title registration by the
Government of South Africa. These or other defects could adversely affect the
Companys title to such properties or delay or increase the cost of the
development of such prospecting rights.

Any disputes or disagreements with the Companys joint
venture partners couldmaterially and adversely affect the Companys
business

PTM RSA is a party to the Maseve Shareholders agreement, a
shareholders agreement with Africa Wide and Maseve related to the exploration
and development of Project 1 and Project 3. Certain members of the management
and boards of directors of Maseve are nominated by Wesizwe. Although the Company
has majority control of Maseve and its board of directors, there is no assurance
that the strategic direction of Maseve will always be consistent with the
Companys objectives. Any change in the management or strategic direction of
Wesizwe or one or more of the Companys other joint venture partners could
materially and adversely affect the Companys business and results of
operations. Additionally, if a dispute arises between the Company and a joint
venture partner which cannot be resolved amicably, the Company may be unable to
move its projects forward and may be involved in lengthy and costly proceedings
to resolve the dispute, which could materially and adversely affect the
Companys business and results of operations.

Socio-economic instability in South Africa or regionally
may have an adverseeffect on the Companys operations and
profits

The Company has ownership interests in significant projects in
South Africa. As a result, it is subject to political and economic risks
relating to South Africa, which could affect an investment in the Company. South
Africa was transformed into a democracy in 1994. The government policies aimed
at redressing the disadvantages suffered by the majority of citizens under
previous governments may impact the Companys South African business. In
addition to political issues, South Africa faces many challenges in overcoming
substantial differences in levels of economic development among its people.
While South Africa features highly developed and sophisticated business sectors and
infrastructure at the core of its economy, large parts of the population do not
have access to adequate education, health care, housing and other services,
including water and electricity.

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The Company is subject to South African statutes aimed at
promoting the accelerated integration of historically disadvantaged South
Africans, including the MPRDA, the Broad-Based Black Economic Empowerment
Act, 2003(the BEE Act) and the Broad-Based Socio-Economic Empowerment
Charter for the South African Mining Industry(the Charter). To ensure
that the socio-economic strategies are implemented, the BEE Act provides for
Codes of Good Practice (the Codes) issued by the South African Minister of
Trade and Industry which specify empowerment targets consistent with the
objectives of the BEE Act. The scorecard of the Mining Charter requires the
mining industrys commitment of applicants in respect of ownership, management,
employment equity, human resource development, procurement and beneficiation.
The Charter also set out targets and criteria for broad-based black economic
empowerment.

The Company cannot predict the future political, social and
economic direction of South Africa or the manner in which government will
attempt to address the countrys inequalities. It is also difficult to predict
the impact of addressing these inequalities on the Companys business.
Furthermore, there has been regional, political and economic instability in
countries north of South Africa. Such factors may have a negative impact on the
Companys ability to own, operate and manage its South African mining projects.

The Companys land in South Africa could be subject to
land restitution claimswhich could impose significant costs and
burdens

The Companys privately held land could be subject to land
restitution claims under the South African Restitution of Land Rights Act
1994(the Land Claims Act). Under the Land Claims Act, any person who was
dispossessed of rights in land in South Africa as a result of past racially
discriminatory laws or practices without payment of just and equitable
compensation is granted certain remedies, including the restoration of the land
against payment of the owner of compensation by the state. Under the Land Claims
Act, persons entitled to institute a land claim were required to lodge their
claims by December 31, 1998. The Company has not been notified of any land
claims, but any claims of which it is notified in the future could have a
material adverse effect on its right to the properties to which the claims
relate and, as a result, on the Companys business, operating results and
financial condition.

The South African Restitution of Land Rights Amendment Act
2004(the Amendment Act), became law on February 4, 2004. Under the Land
Claims Act, the South African Minister for Agriculture and Land Affairs (the
Land Minister), may not acquire ownership of land for restitution purposes
without a court order unless an agreement has been reached between the affected
parties. The Amendment Act, however, entitles the Land Minister to acquire
ownership of land by way of expropriation either for claimants who do not
qualify for restitution, or, in respect of land as to which no claim has been
lodged but the acquisition of which is directly related to or affected by a
claim, the acquisition of which would promote restitution to those entitled or
would encourage alternative relief to those not entitled. Expropriation would be
subject to provisions of legislation and the South African Constitution which
provides, in general, for just and equitable compensation. There is, however, no
guarantee that any of the Companys privately held land rights could not become
subject to acquisition by the state without the Companys agreement, or that the
Company would be adequately compensated for the loss of its land rights, which
could have a negative impact on the Companys South African projects and
therefore an adverse effect on its business and financial condition.

Any adverse decision in respect of the Companys mineral
rights and projects in South Africa under the MPRDA could materially affect the
Companys projects in South Africa

With the enactment of the MPRDA, the South African state became
the sole regulator of all prospecting and mining operations in South Africa. All
prospecting and mining licences and claims granted in terms of any prior
legislation became known as the old order rights. All prospecting and mining
rights granted in terms of the MPRDA are new order rights. All old order
prospecting rights had to be lodged for conversion by May 1, 2006 and all old
order mining rights had to be lodged for conversion by May 1, 2009.

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A wide range of factors and principles must be taken into
account by the South African Minister of Mineral Resources when considering
applications for conversion of prospecting rights to mining rights and old order
rights or applications for new order rights. These factors include the
applicants access to financial resources and appropriate technical ability to
conduct the proposed prospecting or mining operations, the environmental impact
of the operation and, in the case of prospecting rights and mining,
considerations relating to fair competition. Other factors include
considerations relevant to promoting employment and the social and economic
welfare of all South Africans and showing compliance with the provisions
regarding the empowerment of historically disadvantaged persons in the mining
industry. The MPRDA also provides that a mining right granted under it may be
cancelled if the mineral to which such mining right relates is not mined at an
optimal rate. All of the Companys old order prospecting permits in respect of
Project 1 and Project 3 have now been converted into new order prospecting
rights and the mining right application is in process.

If the Company does not comply with the MPRDA, the Company may
be materially delayed or restricted from proceeding with its exploration
activities, with the development of future mines and with potential mining
operations.

The introduction of South African State royalties where
all of the Companys current mineral reserves are located could have an adverse
effect on the Companys results of operations and its financial
condition

The Mineral and Petroleum Resources Royalty Act(the
MPRRA) came into operation on May 1, 2009. The MPRRA provides for a minimum
royalty rate of 0.5% and a maximum rate of 7% for unrefined product, and the
royalty will be a tax deductible expense. The feasibility studies covering the
Companys South African projects made certain assumptions related to the
expected royalty rates under the MPRRA. If and when the Company begins earning
revenue from its South African mining projects, and if the royalties under the
MPRRA differ from those assumed in the feasibility studies, this new royalty
could have a material and adverse impact on the economic viability of the
Companys projects in South Africa, as well as on the Companys prospects,
financial condition and results of operations.

There can be no assurance that an active market for the
Common Shares will besustained

Securities of mining companies have experienced substantial
volatility in the past, and especially during the last couple of years, often
based on factors unrelated to the financial performance or prospects of the
companies involved. These factors include macroeconomic developments in North
America and globally, and market perceptions of the attractiveness of particular
industries. The price of the securities of the Company is also likely to be
significantly affected by short-term changes in commodity prices, other precious
metal prices or other mineral prices, currency exchange fluctuations, financial
condition or results of operations as reflected in its quarterly earnings
reports. Other factors unrelated to the performance of the Company that may have
an effect on the price of the securities of the Company include the following:
the extent of analytical coverage available to investors concerning the business
of the Company may be limited if investment banks with research capabilities do
not follow the Company's securities; lessening in trading volume and general
market interest in the Company's securities may affect an investor's ability to
trade significant numbers of securities of the Company; the size of the
Company's public float may limit the ability of some institutions to invest in
the Company's securities; and a substantial decline in the price of the
securities of the Company that persists for a significant period of time could
cause the Company's securities to be delisted from an exchange, further reducing
market liquidity. If an active market for the securities of the Company does not
continue, the liquidity of an investor's investment may be limited and the price
of the securities of the Company may decline. As a result of any of these
factors, the market price of the securities of the Company at any given point in
time may not accurately reflect the long-term value of the Company. Securities
class-action litigation often has been brought against companies following
periods of volatility in the market price of their securities. The Company may
in the future be the target of similar litigation. Securities litigation could
result in substantial costs and damages and divert management's attention and
resources.

There will be dilution from further equity
financings

In order to finance future operations, the Company may raise
funds through the issuance of common shares or the issuance of debt instruments
or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the
size and terms of future issuances of debt instruments or other securities
convertible into common shares or the effect, if any, that future issuances and
sales of the Company's securities will have on the market price of the common
shares. Any transaction involving the issuance of previously authorized but
unissued shares, or securities convertible into common shares, would result in
dilution, possibly substantial, to present and prospective security holders.

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Management will have discretion concerning the use of
cash resources as well asthe timing of expenditures.

Investors will be relying on the judgment of management for the
application of the cash resources of the Company. Management may use cash in
ways that an investor may not consider desirable. The results and the
effectiveness of the application of cash resources are uncertain. If cash
resources are not applied effectively, the Company's results of operations may
suffer.

Dividends

As of the date of this AIF, the Company has not declared nor
paid dividends on its common shares. The Company has no present intention of
paying dividends on its common shares, as it anticipates that all available
funds will be invested to finance the growth of its business.

Description of Capital Structure

The Companys authorized share structure consists of an
unlimited number of common shares without par value, of which 177,584,542 common
shares were issued and outstanding as at November 21, 2011. All of the issued
common shares are fully paid. The Company does not own any of its common
shares.

Shareholders are entitled to one vote for each common share on
all matters to be voted on by the shareholders. Each common share is equal to
every other common share and all common shares participate equally on
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, or any other distribution of the Companys assets among the
shareholders for the purpose of winding up its affairs after we have paid out
our liabilities. Shareholders are entitled to receive pro ratasuch
dividends as may be declared by the board of directors out of funds legally
available therefore and to receive pro ratathe remaining property of the
Company upon dissolution. No common shares have been issued subject to call or
assessment. There are no pre-emptive or conversion rights, and no provisions for
redemption, purchase or cancellation, surrender, sinking fund or purchase fund.
Provisions as to the creation, modification, amendment or variation of such
rights or such provisions are contained in the Business Corporations Act(British Columbia.)

Market for Securities

Trading Price and Volume

The Companys common shares are listed on the TSX under the
symbol PTM and on the NYSE AMEX under the symbol PLG.

The following tables provide information as to the high, low
trading prices of the Companys shares during the 12 months of the most recently
completed financial year as well as the volume of shares traded for each
month:

Toronto Stock Exchange  PTM

Month
    High
    Low
    VolumeSeptember, 2010
    2.45
    1.87
    550,200October, 2010
    2.29
    1.86
    1,149,300November, 2010
    2.49
    2.01
    1,143,600


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Toronto Stock Exchange  PTM

Month
    High
    Low
    VolumeDecember, 2010
    2.79
    2.08
    750,200January, 2011
    2.75
    2.20
    542,000February, 2011
    2.51
    2.22
    570,600March, 2011
    2.49
    1.88
    359,000April, 2011
    2.24
    1.90
    307,100May, 2011
    2.06
    1.81
    261,300June, 2011
    2.02
    1.67
    565,100July, 2011
    1.80
    1.62
    145,500August, 2011
    1.72
    1.24
    180,400


NYSE AMEX  PLG

Month
    High
    Low
    VolumeSeptember, 2010
    2.39
    1.76
    213,400October, 2010
    2.24
    1.80
    328,000November, 2010
    2.50
    1.96
    894,600December, 2010
    2.80
    2.04
    723,000January, 2011
    2.77
    2.20
    568,700February, 2011
    2.62
    2.24
    625,100March, 2011
    2.56
    1.90
    465,000April, 2011
    2.34
    1.98
    368,400May, 2011
    2.14
    1.84
    278,100June, 2011
    2.08
    1.74
    177,400July, 2011
    2.08
    1.74
    177,400August, 2011
    1.79
    1.25
    290,000


Prior Sales

None

Escrowed Securities

There are no securities of the Company held in escrow.

Directors and Officers

Name & Position
    Principal Occupation or
      Employment
    Director sinceR. MICHAEL JONES(4)
      President, CEO and Director British Columbia, Canada
    Professional Geological Engineer President
      and Chief Executive Officer of the Company and a predecessor company
      from 2000 to present.
    February 18, 2002FRANK R. HALLAM(3)(4) CFO, Secretary and Director British Columbia,
      Canada
    Chartered Accountant Chief
      Financial Officer of the Company and the founder of a predecessor
      company from 1983 to present.
    February 18, 2002


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Name & Position
    Principal Occupation or
      Employment
    Director sinceBARRY SMEE(1)(2)(3) Director
      British Columbia, Canada
    Geologist and Geochemist President of Smee
      & Associates, a private consulting, geological and geochemistry
      company, since 1990.
    February 18, 2002IAIN McLEAN(1)(2)(3)(4) Chairman Director and Corp.
      Consultant to Co. British Columbia, Canada
    General Management Consultant.
      Former CEO of Municipal Software Corporation of Canada, a software
      development company based in Victoria BC. Former Vice President
      and General Manager of Total Care Technologies, a division of Ad
      Opt Technologies Inc, a medical software development company.
    February 18, 2002ERIC CARLSON(1)(2) Director British Columbia, Canada
    Chartered Accountant
      President and Chief Executive Officer of Anthem Properties Corp.,
      an investment group specializing in the acquisition and management
      of residential and office properties in Canada and the United States,
      since July 1994.
    February 18, 2002TIMOTHY M. MARLOW
      Director British Columbia, Canada
    Chartered Engineer
    June 15, 2011PETER BUSSE COO British
      Columbia, Canada
    Professional Mining Engineer
      Chief Operating Officer of the Company since October 2007. Former
      GM Procon Group, a contract mining development company, 2006 to
      2007. Former Mine Manager, Placer Dome, Campbell Mine, 2002 to 2006.
    N/AKRIS BEGIC Vice President,
      Corporate Development
    VP, Corporate Development of
      the Company.
    N/A


|Notes: |                                              
|------ | ---------------------------------------------
|(1)    | Member of the Audit Committee                
|(2)    | Member of Compensation Committee             
|(3 )   | Member of Governance and Nominating Committee
|(4)    | Disclosure Committee                         

As of November 21, 2011, directors and officers of the Company
own or control approximately 3,785,150 Common Shares representing approximately
2.13% of its issued and outstanding shares.

The term of office for each director of the Company expires at
the annual general meeting of shareholders where they can be nominated for
re-election.

Corporate Cease Trade Orders, Bankruptcies, Penalties or
Sanctions

No director or executive officer of the Company (or any of
their personal holding companies):

| | (a) | is, or during the ten years preceding the date of this
      AIF has been, a director, chief executive officer or chief financial
      officer of any company, including the Company, that:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                         

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| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | was subject to an order that was issued after the
      director or executive officer ceased to be a director, chief executive
      officer or chief financial officer and which resulted from an event that
      occurred while that person was acting in the capacity as director, chief
      executive officer or chief financial officer;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                 
| | (b) | is, or during the ten years preceding the date of this
      AIF has been, a director or executive officer, of any company, including
      the Company, that while the director or executive officer was acting in
      that capacity or within a year of that person ceasing to act in that
      capacity, became bankrupt, made a proposal under any legislation relating
      to bankruptcy or insolvency or was subject to or instituted any
      proceedings, arrangement, or compromise with creditors, or had a receiver,
      receiver manager, or trustee appointed to hold its assets; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                 
| | (c) | has, within the ten years preceding the date of this AIF,
      become bankrupt, made a proposal under any legislation relating to
      bankruptcy or insolvency, or become subject to or instituted any
      proceedings, arrangement or compromise with creditors, or had a receiver,
      receiver manager or trustee appointed to hold the assets of that
      individual.                                                                                                                                                                                                                       

For the purposes hereof, order means:

| | (a) | a cease trade order;                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------
| |     |                                                                                                      
| | (b) | an order similar to a cease trade order; or                                                          
| |     |                                                                                                      
| | (c) | an order that denied the relevant company access to any
      exemption under securities legislation,

that was in effect for a period of more
than 30 consecutive days.

No director or executive officer of the Company (or any of
their personal holding companies) has been subject to:

| | (a) | any penalties or sanctions imposed by a court relating to
      securities legislation or by a securities regulatory authority or has
      entered into a settlement agreement with a securities regulatory
      authority; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                 
| | (b) | any other penalties or sanctions imposed by a court or
      regulatory body which would likely be considered important to a reasonable
      investor in making an investment decision.                                        

Conflicts of Interest

The Companys directors and officers may serve as directors or
officers of other companies or have significant shareholdings in other resource
companies and, to the extent that such other companies may participate in
ventures in which the Company may participate, the directors of the Company may
have a conflict of interest in negotiating and concluding terms respecting the
extent of such participation. In the event that such a conflict of interest
arises at a meeting of the Companys directors, a director who has such a
conflict will abstain from voting for or against the approval of such
participation or such terms. From time to time several companies may participate
in the acquisition, exploration and development of natural resource properties
thereby allowing for their participation in larger programs, permitting
involvement in a greater number of programs and reducing financial exposure in
respect of any one program. It may also occur that a particular company will
assign all or a portion of its interest in a particular program to another of
these companies due to the financial position of the company making the
assignment. In accordance with the laws of British Columbia the directors of the
Company are required to act honestly, in good faith and in the best interests of
the Company. In determining whether or not the Company will participate in a
particular program and the interest therein to be acquired by it, the directors
will primarily consider the degree of risk to which the Company may be exposed
and its financial position at that time.

The directors and officers of the Company are aware of the
existence of laws governing the accountability of directors and officers for
corporate opportunity and requiring disclosures by the directors of conflicts of interest and the Company will rely upon such laws in respect of
any directors and officers conflicts of interest or in respect of any breaches
of duty by any of its directors and officers. All such conflicts will be
disclosed by such directors or officers in accordance with the laws of British
Columbia shall govern themselves in respect thereof to the best of their ability
in accordance with the obligations imposed upon them by law. The directors and
officers of the Company are not aware of any such conflicts of interests.

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Code of Ethics

The Company has adopted a Code of Business Conduct (the Code)
that applies to all of its directors, officers and employees, including the
Chief Executive Officer and Chief Financial Officer. The Code includes
provisions covering conflicts of interest, ethical conduct, compliance with
applicable government laws, rules and regulations, disclosure in reports and
documents filed with, or submitted to, the SEC, reporting of violations of the
Code and accountability for adherence to the Code. A copy of the Code is posted
on the Companys website, at www.platinumgroupmetals.net.

Audit Committee

Pursuant to National Instrument 52-110  Audit Committees(NI 52-110), companies that are required to file an AIF are
required to provide certain disclosure with respect to their audit committee.
The Companys audit committee (Audit Committee) is responsible for
reviewing the Companys financial reporting procedures, internal controls and
the performance of the Companys external auditors.

Audit Committee Charter

The text of the Audit Committee Charter attached hereto as
Schedule A.

Audit Committee Composition and Background

The Audit Committee is comprised of Eric Carlson (Chairman),
Iain McLean and Barry Smee. All three members of the Audit Committee are
independent and financially literate, meaning they are able to read and
understand the Companys financial statements and to understand the breadth and
level of complexity of the issues that can reasonably be expected to be raised
by the Companys financial statements.

In addition to each members general business experience, the
education and experience of each member of the Audit Committee that is relevant
to the performance of his responsibilities as a member of the Audit Committee
are set forth below:

Eric H. Carlson, B.Comm, Chartered
Accountant - Mr. Carlson has over 20 years of real estate investment,
development and management experience and he has been the President of Anthem
Properties Corp. since July 1994. Anthem is an investment group that specializes
in the acquisition and management of Class B retail, multi-family residential
and office properties in high growth markets in Canada and the USA.

Iain D. C. McLean, B.Sc.Eng (ARSM),
M.B.A., MIMM. C. Eng. - Experience as senior executive in several public
companies managing operations, listings, capital raising, etc. Also has
experience in underground mining operations in the UK and South Africa.

Dr. Barry W. Smee, Ph.D., P.Geo -
Professional Geologist/Geochemist with 36 years in mineral exploration as
quality control and laboratory audit expert.

The board of directors has determined that each of Mr. McLean
and Mr. Carlson is an audit committee financial expert within the meaning of the
regulations promulgated by the SEC and is independent within the meaning of the
NYSE-AMEX Company Guide. Mr. McLean has an M.B.A. from Harvard Business School
and a B.Sc (Eng.) in Mining from the Imperial College of Science and Technology
(London, England). In addition to his education, Mr. McLean has gained relevant
experience acting as the Chief Operating Officer of several private technology
companies since 1995 and as the Vice President of Operations at Ballard Power
Systems from 1993 to 1995. Mr. Carlson is a Chartered Accountant and holds a
Bachelor of Commerce degree from the University of British Columbia.

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Reliance on Certain Exemptions

At no time since the commencement of the Companys most
recently completed financial year has the Company relied on any of the
exemptions set out in Sections 2.4, 3.2, 3.4 or 3.5 of NI 52-110, or an
exemption from NI 52-110, in whole or in part, granted under Part 8 of NI
52-110. No non-audit services were approved pursuant to a de minimis exemption
to the pre-approval requirement.

Audit Committee Oversight

At no time since the commencement of the Companys most
recently completed financial year was a recommendation of the Audit Committee to
nominate or compensate an external auditor not adopted by the board of
directors.

Pre-Approval Policies and Procedures

The Companys Audit Committee is authorized to review the
performance of the Companys independent auditors and pre-approves all audit and
non-audit services to be provided to the Company by its independent auditor.
Prior to granting any pre-approval, the Audit Committee must be satisfied that
the performance of the services in question is not prohibited by applicable
securities laws and will not compromise the independence of the independent
auditor. All non-audit services performed by the Companys auditor for the
fiscal year ended August 31, 2011 and August 31, 2010 have been pre-approved by
the Audit Committee.

Independent Auditors Fees

The aggregate fees billed by the Companys current independent
auditor, PricewaterhouseCoopers LLP.

Year ended August
      31, 2011
    Year ended August
      31, 2010Audit Fees
    $307,024
    $245,876Audit-Related Fees(1)
    34,913
    NilTax Fees(2)
    14,863
    $250,888All Other Fees(3)
    Nil
    $20,970Total
    356,799
    $517,734


| | Notes: |                                                                                                                                                                                                                                         
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)    | The aggregate fees billed for assurance and
      related services that are reasonably related to the performance of the
      audit or review of our financial statements, which are not included under
      the heading Audit Fees.
| | (2)    | The aggregate fees billed for professional
      services rendered for tax compliance, tax advice and tax planning, and
      restructuring advice.                                                                                     
| | (3)    | The aggregate fees billed for products and
      services other than as set out under the headings Audit Fees, Audit
      Related Fees and Tax Fees.                                                                             

Legal Proceedings and Regulatory Actions

There are no pending or material proceedings to which the
Company is or is likely to be a party or of which any of our properties is or is
likely to be the subject.

Interest of Management and Others in Material
Transactions

No director, executive officer or principal shareholder of the
Company, or any associate or affiliate of the foregoing, has had any material
interest, direct or indirect, in any transaction within the three most recently
completed financial years or during the current financial year prior to the date
of this AIF that has materially affected or will materially affect the
Company.

Transfer Agents and Registrars

The Companys transfer agent and registrar is:

Computershare Investor Services
Inc.
3rdfloor  510 Burrard
Street Vancouver, British Columbia Canada V6C 3B9

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Material Contracts

Other than the Maseve Shareholders Agreement, there are no
contracts of the Company other than contracts entered into in the ordinary
course of business of the Company (See General Development of the Company),
that are material to the Company and that were entered into within the most
recently completed financial year of the Company or before the most recently
completed financial year of the Company and which are still in effect.

Names and Interests of Experts

Charles J. Muller, Minxcon (Pty) Ltd., Gordon I. Cunningham,
Timothy Spindler, Turnberry Projects (Pty) Ltd. and Byron Stewart, Wardrop
Engineering Inc. have been named as having prepared reports described or
included in a filing, or referred to in a filing, made under NI 51-102 by the
Company during, or relating to, the Companys most recently completed financial
year.

None of the aforementioned firms or persons held any securities
or property of the Company or any associate or affiliate of the Company when
they prepared the reports referred to above or following the preparation of such
reports nor did they receive any direct or indirect interest in any securities
or other property of the Company or any associate or affiliate of the Company in
connection with the preparation of the reports (other than compensation in cash
for their services).

None of the aforementioned firms or persons, nor any directors,
officers or employees of such firms, are currently expected to be elected,
appointed or employed as a director, officer or employee of the Company or of
any associate or affiliate of the Company.

The Companys independent auditors are PricewaterhouseCoopers
LLP, Chartered Accountants, who have issued an independent auditors report
dated November 21, 2011 in respect of the Companys consolidated financial
statements as at August 31, 2011 and for the year ended August 31, 2011 and the
Companys internal control over financial reporting as at August 31, 2011.
PricewaterhouseCoopers LLP has advised that they are independent with respect to
the Company within the meaning of the Rules of Professional Conduct of the
Institute of Chartered Accountants of British Columbia and the rules of the US
Securities and Exchange Commission.

Additional Information

Additional information relating to the Company may be found on
SEDAR at www.sedar.com.

Additional information, including details as to directors and
officers remuneration and indebtedness, principal holders of the Companys
securities and securities authorized for issuance under equity compensation
plans, if applicable, is contained in the Companys information circular for its
most recent annual meeting of shareholders.

Additional financial information is provided in the Companys
2011 Annual Report containing the Managements Discussion and Analysis and the
Consolidated Financial Statements for the year ended August 31, 2011.

Copies of the above may be obtained, on the Companys website
www.platinumgroupmetals.net; on the SEDAR website at
www.sedar.com; or by calling the Companys investor relations personnel
at 604-899-5450.

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Schedule A

PLATINUM GROUP METALS LTD. (the Corporation)

AUDIT COMMITTEE CHARTER

|1. | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Board of Directors of the Corporation (the Board)
      has established an Audit Committee (the Committee) to assist the Board
      in fulfilling its oversight responsibilities. The Committee will review
      and oversee the financial reporting and accounting process of the
      Corporation, the system of internal control and management of financial
      risks, the external audit process, and the Corporations process for
      monitoring compliance with laws and regulations and its own code of
      business conduct. In performing its duties, the Committee will maintain
      effective working relationships with the Board, management, and the
      external auditors and monitor the independence of those auditors. To
      perform his or her role effectively, each Committee member will obtain an
      understanding of the responsibilities of Committee membership as well as
      the Corporations business, operations and risks.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Corporations independent auditor is ultimately
      accountable to the Board and to the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Board and Committee, as representatives of the
      Corporations shareholders, have the ultimate authority and responsibility
      to evaluate the independent auditor, to nominate annually the independent
      auditor to be proposed for shareholder approval, to determine appropriate
      compensation for the independent auditor, and where appropriate, to
      replace the outside auditor. In the course of fulfilling its specific
      responsibilities hereunder, the Committee must maintain free and open
      communication between the Corporations independent auditors, Board and
      Corporation management. The responsibilities of a member of the Committee
      are in addition to such members duties as a member of the
Board.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Members                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Board will in each year appoint a minimum of three
      (3) directors as members of the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | All members of the Committee shall be non-management
      directors and shall be independent within the meaning of all applicable
      U.S. and Canadian securities laws and the rules of the Toronto Stock
      Exchange and the NYSE Amex LLC, unless otherwise exempt from such
      requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | None of the members of the Committee may have
      participated in the preparation of the financial statements of the
      Corporation or any current subsidiary of the Corporation at any time
      during the past three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | All members of the Committee shall be able to read and
      understand fundamental financial statements and must be financially
      literate within the meaning of all applicable U.S. and Canadian securities
      laws or become financially literate within a reasonable period of time
      following his or her appointment. Additionally, at least one member of the
      Committee shall be financially sophisticated and shall have past
      employment experience in finance or accounting, requisite professional
      certification in accounting, or any other comparable experience or
      background which results in the individuals financial sophistication,
      which may include being or having been a chief executive officer, chief
      financial officer, or other senior officer with financial oversight
      responsibilities.                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Committee will have the following
  duties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| | Gain an understanding of whether internal control
      recommendations made by external auditors have been implemented by
      management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Gain an understanding of the current areas of greatest
      financial risk and whether management is managing these
  effectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Review significant accounting and reporting issues,
      including recent professional and regulatory pronouncements, and
      understand their impact on the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Review any legal matters which could significantly impact
      the financial statements as reported on by the Corporations counsel and
      engage outside independent counsel and other advisors whenever as deemed
      necessary by the Committee to carry out its duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Review the Corporations annual and quarterly financial
      statements, including Managements Discussion and Analysis with respect
      thereto, and all annual and interim earnings press releases, prior to
      public dissemination, including any certification, report, opinion or
      review rendered by the external auditors and determine whether they are
      complete and consistent with the information known to Committee members;
      determine that the auditors are satisfied that the financial statements
      have been prepared in accordance with generally accepted accounting
      principles.                                                                                                                       
| | Pay particular attention to complex and/or unusual
      transactions such as those involving derivative instruments and consider
      the adequacy of disclosure thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Focus on judgmental areas, for example those involving
      valuation of assets and liabilities and other commitments and
      contingencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Review audit issues related to the Corporations material
      associated and affiliated companies that may have a significant impact on
      the Corporations equity investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Meet with management and the external auditors to review
      the annual financial statements and the results of the audit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Evaluate the fairness of the interim financial statements
      and related disclosures including the associated Managements Discussion
      and Analysis, and obtain explanations from management on
whether:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Review the external auditors proposed audit scope and
      approach and ensure no unjustifiable restriction or limitations have been
      placed on the scope.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Recommend to the Board an external auditor to be
      nominated for appointment by the Corporations shareholders. Subject to
      the appointment of the Corporations external auditor by the Corporations
      shareholders, the Committee will be directly responsible for the
      appointment, compensation, retention and oversight of the work of external
      auditor engaged for the purpose of preparing or issuing an auditors
      report or performing other audit, review or attest services for the
      Corporation, including the resolution of disagreements between management
      and the external auditor regarding financial reporting. The Corporations
      external auditor shall report directly to the Committee.
| | Review with the Corporations management, on a regular
      basis, the performance of the external auditors, the terms of the external
      auditors engagement, accountability and experience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Pre-approve all non-audit services to be provided to the
      Corporation or its subsidiary entities by the external auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Consider at least annually the independence of the
      external auditors, including reviewing the range of services provided in
      the context of all consulting services obtained by the Corporation,
      including:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| | Ensure that adequate procedures are in place for the
      review of the Corporations public disclosure of financial information
      extracted or derived from the Corporations financial statements, other
      than the public disclosure contained in the Corporations financial
      statements, Managements Discussion and Analysis and annual and interim
      earnings press releases; and must periodically assess the adequacy of
      those procedures.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Review any significant disagreement among management and
      the external auditors in connection with the preparation of the financial
      statements.                                                                                                                                                                                                                                                                                                                 
| | Review and approve the Corporations hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditors of the Corporation.                                                                                                                                                                                                                                                                           
| | Establish a procedure for:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Meet separately with the external auditors to discuss any
      matters that the committee or auditors believe should be discussed
      privately in the absence of management.                                                                                                                                                                                                                                                                                           
| | Endeavour to cause the receipt and discussion on a timely
      basis of any significant findings and recommendations made by the external
      auditors.                                                                                                                                                                                                                                                                                                                 
| | Ensure that the Board is aware of matters which may
      significantly impact the financial condition or affairs of the
      business.                                                                                                                                                                                                                                                                                                                                   
| | Review and oversee all related party
  transactions.                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Perform other functions as requested by the
  Board.                                                                                                                                                                                                                                                                                                                                                                                                                       
| | If necessary, institute special investigations and, if
      appropriate, hire special counsel or experts to assist, and set the
      compensation to be paid to such special counsel or other
experts.                                                                                                                                                                                                                                                                   
| | Review and re-assess annually the adequacy of this
      Charter and recommend updates to this charter; receive approval of changes
      from the Board.                                                                                                                                                                                                                                                                                                                  
| | With regard to the Corporations internal control
      procedures, the Committee is responsible to:                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Comply with Rule 10A  3(b)(2), (3), (4) and (5) under the
Securities Exchange Act of 1934.

|4. | Chair
|-- | -----

The Committee will in each year appoint the Chair of the
Committee from among the members of the Committee. In the Chairs absence, or if
the position is vacant, the Committee may select another member as Chair. The
Chair will not have a casting vote.

|5. | Meetings
|-- | --------

The Committee will meet at least once every calendar quarter.
Special meetings shall be convened as required. Notices calling meetings shall
be sent to all members of the Committee, all Board members and the external
auditor. The external auditor of the Corporation must be given reasonable notice
of, and has the right to appear before and to be heard at, each meeting of the
Committee. At the request of the external auditor, the Committee must convene a
meeting of the Committee to consider any matter that the external auditor
believes should be brought to the attention of the Board or shareholders of the
Corporation.

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The Committee may invite such other persons (e.g. without
limitation, the President or Chief Financial Officer) to its meetings, as it
deems appropriate.

|6. | Quorum
|-- | ------

A majority of members of the Committee, present in person, by
teleconferencing, or by videoconferencing, or by any combination of the
foregoing, will constitute a quorum.

|7. | Removal and Vacancy
|-- | -------------------

A member may resign from the Committee, and may also be removed
and replaced at any time by the Board, and will automatically cease to be a
member as soon as the member ceases to be a director of the Corporation. The
Board will fill vacancies in the Committee by appointment from among the
directors in accordance with Section 2 of this Charter. Subject to quorum
requirements, if a vacancy exists on the Committee, the remaining members will
exercise all of the Committees powers.

|8. | Authority
|-- | ---------

The Committee may:

- engage independent counsel and other advisors as it determines necessary to
  carry out its duties.
- set and pay the compensation for any advisors employed by the Committee;
  and
- communicate directly with the internal and external auditors.

The Committee may also, within the scope of its
responsibilities, seek any information it requires from any employee and from
external parties, to obtain outside legal or professional advice, and to ensure
the attendance of Corporation officers at meetings as appropriate.

|9. | Secretary and
Minutes
|-- | ---------------------

The Chair of the Committee will appoint a member of the
Committee or other person to act as Secretary of the Committee for purposes of a
meeting of the Committee. The minutes of the Committee meetings shall be in
writing and duly entered into the books of the Corporation, and will be
circulated to all members of the Board.

|10. | Funding
|--- | -------

The Corporation shall provide for appropriate funding, as
determined by the Committee, for payment of (a) compensation to any registered
public accounting firm engaged for the purposes of preparing or issuing an audit
report or performing other audit, review or attest services for the Corporation;
(b) compensation to any advisers employed by the Committee; and (c) ordinary
administrative expenses of the Committee that are necessary or appropriate in
carry out its duties.

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Schedule B

Glossary of Mining Terms

The following is a glossary of certain mining terms used in
this Annual Information Form.

AEMis an abbreviation for airborne
electromagnetic.

"Ag"refers to silver.

anomalousrefers to a sample or location that either
(i) the concentration of an element(s) or (ii) geophysical measurement is
significantly different from the average background values in the area.

anomalyrefers to the geographical area corresponding
to anomalous geochemical or geophysical values. anorthositeis a rock
comprised of largely feldspar minerals and minor mafic iron-magnesium minerals.
"As"refers to arsenic.

assayis an analysis to determine the quantity of one
or more elemental components. "Au"refers to gold.

BICis an abbreviation for the Bushveld Igneous
Complex in South Africa, the source of most of the worlds platinum and is a
significant producer of palladium and other platinum group metals (PGMs) as
well as chrome.

brecciais a rock type with angular fragments of one
composition surrounded by rock of another composition or texture.

"bulk placer sampling"(in the context of placer
properties) refers to the process of obtaining individual gravel samples in the
order of 5 to 15 cubic yards using an excavating machine and running the samples
through a concentrating device to measure the placer gold content per cubic
yard.

chalcopyriteis a copper sulfide mineral.

channel sampleis a surface sample which has been
collected by continuous sampling across a measured interval, and is considered
to be representative of the area sampled.

chargeabilityis a measure of electrical capacitance
of a rock that may indicate the presence of disseminated sulfide minerals but
not all chargeability features are caused by such sulfides.

"cm"refers to centimetres.

crosscutis a mine working, which is driven
horizontally and at right angles to an adit, drift or level.

"Cu"refers to copper.

depositis a mineralized body, which has been
physically delineated by sufficient drilling, trenching, and/or underground
work, and found to contain a sufficient average grade of metal or metals to
warrant further exploration and/or development expenditures. Such a deposit does
not qualify as a commercially mineable ore body or as containing ore reserves,
until final legal, technical, and economic factors have been resolved.

diamond drillis a type of rotary drill in which the
cutting is done by abrasion rather than percussion. The cutting bit is set with
diamonds and is attached to the end of the long hollow rods through which water
is pumped to the cutting face. The drill cuts a core of rock that is covered in
long cylindrical sections, an inch or more in diameter.

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early-stage exploration propertyrefers to a property
that has been subjected to a limited amount of physical testing and systematic
exploration work with no known extensive zone of mineralization.

EMis an abbreviation for electromagnetic.

exploration stagerefers to the stage where a company
is engaged in the search for minerals deposits (reserves), which are not in
either the development or production stage.

faultis a fracture in a rock across which there has
been displacement.

fractureis a break in a rock, usually along flat
surfaces.

gabbrois an intrusive rock comprised of a mixture of
mafic minerals and feldspars.

gossanousrefers to a rock outcrop that is strongly
stained by iron oxides.

grab sampleis a sample of selected rock chips
collected from within a restricted area of interest.

gradeis the concentration of an ore metal in a rock
sample, given either as weight percent for base metals (i.e., Cu, Zn, Pb) or in
grams per tonne (g/t) or ounces per short ton (oz/t) for precious or platinum
group metals.

"g/t"refers to grams per tonne.

highly anomalousis an anomaly, which is in
approximately the 90thpercentile of the sample or measurement
population.

"ICP"refers to inductively coupled plasma, a laboratory
technique used for the quantitative analysis of samples (soil, rock, etc.) taken
during field exploration programs.

indicated mineral resourceis that part of a mineral
resource for which quantity, grade or quality, densities, shape and physical
characteristics can be estimated with a level of confidence sufficient to allow
the appropriate application of technical and economic parameters, to support
mine planning and evaluation of the economic viability of the deposit. The
estimate is based on detailed and reliable exploration and testing information
gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely enough for
geological and grade continuity to be reasonably assumed.

inferred mineral resourceis that part of a mineral
resource for which quantity and grade or quality can be estimated on the basis
of geological evidence and limited sampling and reasonably assumed, but not
verified, geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes.

intrusiveis a rock mass formed below earths surface
from molten magma, which was intruded into a pre-existing rock mass and cooled
to solid.

"IP survey"refers to induced polarization survey, a
geophysical method of exploring an area in which physical properties relating to
geology are used.

krigingis the numerical modelling by applying
statistics to resource calculations (or other earth sciences problems). The
method recognizes that samples are not independent and that spatial continuity
between samples exists.

"lode mining"refers to mining in solid rock.

maficis a rock type consisting of predominantly iron
and magnesium silicate minerals with little quartz or feldspar minerals.

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magmaticmeans pertaining to magma, a naturally
occurring silicate melt, which may contain suspended silicate crystals,
dissolved gases, or both; magmatic processes are at work under the earths
crust.

measured mineral resourceis that part of a mineral
resource for which quantity, grade or quality, densities, shape, physical
characteristics are so well established that they can be estimated with
confidence sufficient to allow the appropriate application of technical and
economic parameters, to support production planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and
reliable exploration, sampling and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough to confirm both geological and
grade continuity.

mid-stage exploration propertyis one hosting a known
zone of mineralization, which has been subjected to a limited amount of physical
testing and systematic exploration work.

mineralizationrefers to minerals of value occurring
in rocks.

mineral reserveis the economically mineable part of a
measured or indicated mineral resource demonstrated by at least a preliminary
feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified. A mineral
reserve includes diluting materials and allowances for losses that may occur
when material is mined.

mineral resourceis a concentration or occurrence of
natural, solid, inorganic or fossilized organic material in or on the Earths
crust in such form and quantity and of such a grade or quality that it has
reasonable prospects for economic extraction. The location, quantity, grade,
geological characteristics and continuity of a mineral resource are known,
estimated or interpreted from specific geological evidence and knowledge.

"Mo"refers to molybdenum, a hard, silver-white
metal.

National Instrument 43-101NI 43-101 entitled
Standards of Disclosure for Mineral Projects sets out Canadian securities
reporting guidelines for mining companies.

Niis an abbreviation for nickel.

outcroprefers to an exposure of rock at the earths
surface. overburdenis any material covering or obscuring rocks from
view. "Pd"refers to palladium.

"PGM"refers to platinum group metals, i.e. platinum,
palladium, rhodium and gold.

"PGE"refers to mineralization containing platinum group
elements, i.e. platinum, palladium, rhodium and gold.

"placer mining"is the mining of unconsolidated
material, which overlies solid rock (bedrock).

ppbrefers to parts per billion.

"ppm"refers to parts per million.

probable mineral reserveis the economically mineable
part of an indicated, and in some circumstances a measured mineral resource
demonstrated by at least a preliminary feasibility study. This study must
include adequate information on mining, processing, metallurgical, economic, and
other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified.

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|2011 Annual Information Form

proven mineral reserveis the economically mineable
part of a measured mineral resource demonstrated by at least a preliminary
feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate,
at the time of reporting, that economic extraction is justified

"Ptrefers to platinum.

pyriteis an iron sulfide mineral.

pyroxeniterefers to a relatively uncommon
dark-coloured rock consisting chiefly of pyroxene; pyroxene is a type of rock
containing sodium, calcium, magnesium, iron, titanium and aluminum combined with
oxygen.

quartzis a common rock-forming mineral
(SiO2).

"Rh"refers to rhodium, a platinum metal. Rhodium shares
some of the notable properties of platinum, including its resistance to
corrosion, its hardness and ductility. Wherever there is platinum in the earth,
there is rhodium as well. In fact, most rhodium is extracted from a sludge that
remains after platinum is removed from the ore. A high percentage of rhodium is
also found in certain nickel deposits in Canada.

room and pillar miningis a method of mining
flat-lying ore deposits in which the mined-out areas, or rooms, are separated by
pillars of approximately the same size.

stopeis an underground excavation from which ore has
been extracted.

tailingsis the material that remains after all metals
considered economic have been removed from ore during milling.

ultramaficrefers to types of rock containing
relatively high proportions of the heavier elements such as magnesium, iron,
calcium and sodium; these rocks are usually dark in colour and have relatively
high specific gravities.

VLFmeans very low frequency.

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