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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, 2011 | 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               | (I.R.S. Employer   
|Incorporation or Organization)     | Industrial Classification Code) | Identification No.)

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

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

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

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

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, 2011, the Registrant had outstanding
177,584,542 common shares without par value.

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

[_] Yes      [X] No

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

[X] Yes       [_] No

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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,
2011 is incorporated herein by reference.

The audited consolidated financial statements of the Company
for the years ended August 31, 2011, 2010 and 2009, including the report of the
auditors with respect thereto, are incorporated herein by reference. For a
reconciliation of important differences between Canadian and United States
generally accepted accounting principles, see Note 16 to the Companys audited
consolidated financial statements.

The Companys managements discussion and analysis (MD&A)
for the year ended August 31, 2011 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.

The Company prepares its financial statements in accordance
with Canadian generally accepted accounting practices (GAAP), 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.
Significant differences between Canadian GAAP and United States GAAP are
described in Note 16to the audited consolidated financial statements of
the Company incorporated by reference in this report.

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.

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DISCLOSURE CONTROLS AND PROCEDURES

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

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

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

ATTESTATION REPORT OF THE REGISTERED ACCOUNTING FIRM

The information provided under the heading Report of
Independent Registered Public Accounting Firm to the Shareholders of Platinum
Group Metals Ltd. contained at the beginning of the Companys audited
consolidated financial statements 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 Directors and
Officers  Committees of the Board of Directors  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 Directors and
Officers  Committees of the Board of Directors  Independent Auditors Fees
and Directors and Officers  Committees of the Board of Directors 
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 Conditions  Off-Balance Sheet Arrangements contained in the
Companys MD&A is incorporated by reference herein.

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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table discloses the Companys continual
obligations for optional mineral property acquisition payments and contracted
office and equipment lease obligations. Apart from a possible buy-out of the War
Springs and Tweespalk projects, which optional acquisition payments are included
in explanatory notes to the following table, the Company has no other property
acquisition payments due to vendors under mineral property option agreements.
The Company has no long term debt or loan obligations.

Payments by period in Canadian
      Dollars< 1
    
    
    1  3
    
    
    3  5
    
    
    > 5Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsPayments (War Springs &
      Tweespalk)(1)
    $
    72,915
    
    $
    14,583
    
    $
    29,166
    
    $
    29,166
    
    $
    -Lease Obligations
    
    406,238
    
    
    130,790
    
    
    216,313
    
    
    59,135
    
    
    -EskomPower (2)
    
    12,640,885
    
    
    8,452,435
    
    
    4,188,450
    
    
    -
    
    
    -Insurance contracts
    
    435,890
    
    
    302,667
    
    
    133,223
    
    
    -
    
    
    -Other miscellaneous
    
    110,338
    
    
    110,338
    
    
    -
    
    
    -Totals
    $
    13,666,266
    
    $
    9,010,813
    
    $
    4,567,152
    
    $
    88,301
    
    $
    -


Explanatory Notes:

(1) The Company pays annual prospecting fees to the vendors of
US$3.25 per hectare. The Company has the option to settle the vendors residual
interests in these mineral rights at any time for US$690 per hectare.

(2) The Companys project operating subsidiary Maseve
Investments 11 (pty) Ltd. has entered into a long term electricity supply
agreement with South African power utility Eskom. Under the agreement the
Company is scheduled to receive connection and service for a 10 MVa construction
power supply in 2012 and a total 40 MVa production power supply in later
calendar 2013 or early 2014 in exchange for connection fees and guarantees
totaling Rand 90,508,735 ($12,640,885 at August 31, 2011).

For additional information related to the Companys contractual
obligations and commitments, including certain optional property acquisition
payments, see the information set forth under the heading Liquidity and Capital
Resources contained in the Companys MD&A.

IDENTIFICATION OF THE AUDIT COMMITTEE

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

UNDERTAKINGS

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

CONSENT TO SERVICE OF PROCESS

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

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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
JonesR. Michael Jones President, Chief Executive Officer and
Director

Date: November 21, 2011

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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                                                                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                    
|1.      | Annual Information Form                                                                                                                                            
|        |                                                                                                                                                                    
|2.      | Audited Consolidated Financial
      Statements for the years ended August 31, 2011, 2010 and 2009, including
      the report of the auditors with respect thereto
|        |                                                                                                                                                                    
|3.      | Managements Discussion and
      Analysis for the year ended August 31, 2011                                                                                      
|        |                                                                                                                                                                    
|4.      | Certification of Chief
      Executive Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                
|        |                                                                                                                                                                    
|5.      | Certification of Chief
      Financial Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                
|        |                                                                                                                                                                    
|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      
|        |                                                                                                                                                                    
|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      
|        |                                                                                                                                                                    
|8.      | Consent of
      PricewaterhouseCoopers LLP                                                                                                                        
|        |                                                                                                                                                                    
|9.      | Consent of Minxcon (Pty) Ltd.                                                                                                                                      
|        |                                                                                                                                                                    
|10.     | Consent of Turnberry Projects
      (Pty) Ltd.                                                                                                                     
|        |                                                                                                                                                                    
|11.     | Consent of Wardrop Engineering
      Inc.                                                                                                                          

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