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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F

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

or

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

For the fiscal year ended August 31, 2013

Commission File Number 001-33562

PLATINUM GROUP METALS LTD.(Exact name of registrant as specified in its charter)

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

Bentall Tower 5Suite 788 - 550 Burrard StreetVancouver, BCCanada V6C 2B5(604)
899-5450(Address and telephone number of registrants
principal executive offices) ____________________________

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

____________________________

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

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

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

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

For annual reports,
indicate by check mark the information filed with this form:

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

At August 31, 2013, the Registrant had outstanding
402,759,542 common shares without par value.

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

[   ]
Yes                                   [X] No

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

[X] Yes                                  
[   ] No

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DOCUMENTS INCORPORATED BY REFERENCE

The annual information form (AIF) of Platinum Group Metals
Ltd. (the Registrant or the Company) for the fiscal year ended August 31,
2013 is incorporated herein by reference.

The audited consolidated financial statements of the Company as
of and for the years ended August 31, 2013 and August 31, 2012, including the
report of the auditors with respect thereto, are incorporated herein by
reference.

The Companys managements discussion and analysis (MD&A)
for the year ended August 31, 2013 is incorporated herein by reference.

EXPLANATORY NOTE

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

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

FORWARD LOOKING STATEMENTS

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

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

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

DISCLOSURE CONTROLS AND PROCEDURES

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

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MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

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

ATTESTATION REPORT OF THE REGISTERED ACCOUNTING FIRM

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The information provided under the heading Disclosure Controls
and Internal Control Over Financial Reporting  Changes in Internal Controls
over Financial Reporting contained in the Companys MD&A is incorporated by
reference herein.

AUDIT COMMITTEE FINANCIAL EXPERT

The information provided under the heading Audit Committee 
Audit Committee Composition and Background contained in the Companys AIF is
incorporated by reference herein.

CODE OF ETHICS

The information provided under the heading Directors and
Officers - Code of Ethics contained in the Companys AIF is incorporated by
reference herein

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information provided under the headings Audit Committee 
Independent Auditors Fees and Audit Committee  Pre-Approval Policies and
Procedures contained in the Companys AIF is incorporated by reference
herein.

OFF-BALANCE SHEET ARRANGEMENTS

The information provided Discussion of Operations and
Financial Condition  Off-Balance Sheet Arrangements contained in the Companys
MD&A is incorporated by reference herein.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table discloses as of August 31, 2013 the
Companys known contractual obligations for mineral property acquisition
payments and office and equipment leases. The Company has no long term debt or
loan obligations.

(payments by period in thousands ofCanadian
      dollars)Contractual Obligations
    
    Total
    
    
    Less
      than 1 year
    
    
    1 
      3 years
    
    
    3 
      5 years
    
    
    More
      than 5 yearsOperating Lease Obligations
    $
    3,251
    
    
    403
    
    
    861
    
    
    964
    
    
    1,023Purchase Obligations
    $
    144,014
    
    
    106,987
    
    
    37,027
    
    
    -
    
    
    -Total
    $
    147,265
    
    
    107,390
    
    
    37,888
    
    
    964
    
    
    1,023


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For additional information related to the Companys contractual
obligations and commitments, including certain acquisition payments and break
fees, see the information set forth under the heading Discussion of Operations
and Financial Condition - Liquidity and Capital Resources contained in the
MD&A.

IDENTIFICATION OF THE AUDIT COMMITTEE

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

NYSE MKT CORPORATE GOVERNANCE

The Companys common shares are listed for trading on the NYSE
MKT LLC (NYSE MKT). Section 110 of the NYSE MKT Company Guide permits the NYSE
MKT to consider the laws, customs and practices of foreign issuers in relaxing
certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing
criteria based on these considerations. A company seeking relief under these
provisions is required to provide written certification from independent local
counsel that the non-complying practice is not prohibited by home country law. A
description of the significant ways in which the Companys governance practices
differ from those followed by domestic companies pursuant to NYSE MKT standards
is provided on the Companys website at platinumgroupmetals.net.

UNDERTAKINGS

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

CONSENT TO SERVICE OF PROCESS

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

SIGNATURES

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

PLATINUM GROUP METALS LTD.



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

Date: November 26, 2013

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EXHIBIT INDEX

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

|Exhibit | Description                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                   
|99.1    | Annual
      Information Form                                                                                                                                                     
|        |                                                                                                                                                                                   
|99.2    | Audited Consolidated Financial Statements as of and for
      the years ended August 31, 2013 and August 31, 2012, including the report
      of the auditors with respect thereto
|        |                                                                                                                                                                                   
|99.3    | Managements Discussion and Analysis for the year ended
      August 31, 2013                                                                                                     
|        |                                                                                                                                                                                   
|99.4    | Certification of Chief Executive Officer as Required by
      Rule 13a-14(a) under the Exchange Act                                                                               
|        |                                                                                                                                                                                   
|99.5    | Certification of Chief Financial Officer as Required by
      Rule 13a-14(a) under the Exchange Act                                                                               
|        |                                                                                                                                                                                   
|99.6    | Certification of Chief Executive Officer Pursuant to 18
      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                     
|        |                                                                                                                                                                                   
|99.7    | Certification of Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                     
|        |                                                                                                                                                                                   
|99.8    | Consent of PricewaterhouseCoopers LLP                                                                                                                                             
|        |                                                                                                                                                                                   
|99.9    | Consent of Coffey Mining Pty Ltd.                                                                                                                                                 
|        |                                                                                                                                                                                   
|99.10   | Consent of Minxcon (Pty) Ltd.                                                                                                                                                     
|        |                                                                                                                                                                                   
|99.11   | Consent of R. Michael Jones                                                                                                                                                       
|        |                                                                                                                                                                                   
|99.12   | Consent of Turnberry Projects (Pty) Ltd.                                                                                                                                          
|        |                                                                                                                                                                                   
|99.13   | Consent of Wardrop Engineering Inc.                                                                                                                                               

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