**Annual
      Information Form of Platinum Group Metals Ltd.**


**For
      year ended: August 31, 2007**






























































Annual
      Information Form - November 29, 2007

























**Table
      of Contents**




Documents
      Incorporated by Reference




Forward
      Looking Statements




Corporate
      Structure




General
      Development of the Business




Describe
      the Business




Risk
      Factors




Dividends




Description
      of Capital Structure




Market
      for Securities




Escrowed
      Securities




Directors
      and Officers




Legal
      Proceedings and Regulatory
      Actions




Interest
      of Management and Others in Material
      Transactions




Transfer
      Agents and Registrars




Material
      Contracts




Interests
      of Experts




Additional
      Information




Schedule
“A”




Schedule
“B”


-  -




**Documents
      Incorporated by Reference**




Incorporated
      by reference into this Annual Information Form (“AIF”) are the Consolidated
      Financial Statements of Platinum Group Metals Ltd. for the year ended August
      31,
      2007 as filed on November 29, 2007 and the technical reports
      entitled:




Information
      Circular containing the Corporate Governance Practices filed on SEDAR November
      29, 2006.





All
      financial information in this Annual Information Form is prepared in accordance
      with generally accepted accounting principles in Canada.







**Date
      of Information**




All
      information in this Annual Information Form is as of August 31, 2007 unless
      otherwise indicated.







**Currency
      and Exchange Rates**




All
      dollar amounts in this Annual Information Form are expressed in Canadian dollars
      unless otherwise indicated. Platinum Group Metals Ltd. 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 periods
      indicated, the average of exchange rates in effect on the last day of each
      month
      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 for
      conversion of Canadian dollars into United States dollars.








**Canadian
                Dollars to**
              **U.S.
                Dollars**
            **Year
                Ended August 31****2007**
            **2006**
            **2005**Rate
                at end of period
            US$0.9466
            US$0.9037
            US$0.8411Average
                rate for period
            US$0.8921
            US$0.8711
            US$0.8114High
                for period
            US$0.9641
            US$0.9099
            US$0.8493Low
                for period
            US$0.8437
            US$0.8361
            US$0.7652








The
      noon
      rate of exchange on November 21, 2007 as reported by the Bank of Canada for
      the
      conversion of Canadian dollars into United States dollars was Canadian $1.00
      equals US$1.0106.





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 in effect on the last day of each month 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 for conversion of South
      African Rand into Canadian dollars.








**South
                African Rand to Canadian Dollars**
            **Year
                Ended August 31****2007**
            **2006**
            **2005**Rate
                at end of period
            $
                0.1474
            $
                0.1537
            $
                0.1856Average
                rate for period
            $
                0.1546
            $
                0.1755
            $
                0.1987High
                for period
            $
                0.1422
            $
                0.1512
            $
                0.1767Low
                for period
            $
                0.1692
            $
                0.1945
            $
                0.2190








The
      noon
      rate of exchange on November 21, 2007 as reported by the Bank of Canada for
      the
      conversion of South African Rand into Canadian dollars was one South African
      Rand equals $0.1451.







**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
                by**Acres
            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 Annual Information Form that are defined in
      National Instrument 51-102 Continuous Disclosure Obligations shall bear that
      definition. Other definitions are set out in National Instrument 14-101
      Definitions, as amended.







**Forward
      Looking Statements**




The
      information contained within this AIF is based on a review of the Company’s
      operations, financial position and plans for the future based on facts and
      circumstances as of the fiscal year ended August 31, 2007, unless stated
      otherwise. Except for statements of historical fact, the information contained
      herein constitutes forward looking statements within the meaning of Canadian
      and
      U.S. securities laws.  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 this AIF under the
      heading “Risk Factors.”





Forward
      looking statements are based on the opinions, plans and estimates of management
      at the date the statements are the Company undertakes no obligation to update
      forward looking statements if circumstances or management’s estimates, plans or
      opinions should change. The reader is cautioned not to place undue reliance
      on
      forward looking statements.







**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* 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.
              
              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.
              
              **AT
                THIS TIME, NONE OF OUR PROPERTIES CONTAIN ANY MINERAL RESERVE ESTIMATES
                IN
                ACCORDANCE WITH SEC GUIDE 7.****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 Securities and Exchange Commission. “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 can not 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**




Platinum
      Group Metals Ltd. head office is located at:





328
–
550
      Burrard Street


Vancouver,
      British Columbia


Canada,
      V6C 2B5





The
      Company’s registered office is located at:





Gowlings
      Lafleur Henderson
      LLP


2300
      -
      1055 Dunsmuir Street


Vancouver,
      British Columbia


Canada,
      V7X 1J1





Platinum
      Group Metals Ltd. (“Platinum Group” or the “Company”) is a British Columbia
      corporation incorporated on February 18, 2002 by an order of the Supreme Court
      of British Columbia approving an amalgamation between Platinum Group Metals
      Ltd.
      and New Millennium Metals Corporation. The Company was later transitioned on
      February 22, 2005 under the *Business Corporations Act* (British
      Columbia). On February 22, 2005, our stockholders passed a special resolution
      to
      amend the authorized share capital from 1,000,000,000 shares of Common Stock
      without par value to an unlimited number of shares of Common Stock without
      par
      value, to remove the pre-existing company provisions and to adopt new
      articles.





The
      Company has one wholly owned subsidiary incorporated under the laws of The
      Republic of South Africa under the name Platinum Group Metals (RSA) (Pty.)
      Limited. The registered and records office of Platinum Group Metals (RSA) (Pty.)
      Limited is located at 4th Floor,
      Aloe Grove,
      196 Louis Botha Avenue, Houghton Estate, Johannesburg, 2000, South Africa.
      The
      principal business address of the Company is Suite 328, 550 Burrard Street,
      Vancouver, British Columbia, Canada, V6C 2B5. The principal business address
      of
      Platinum Group Metals (RSA) (Pty.) Limited is Technology House, Greenacres
      Office park, Victory Park, Johannesburg 2193.







**General
      Development of the Business**






**Three
      year history**




On
      October 27, 2004, the Company entered into the Western Bushveld Joint Venture
      Agreement and announced the formation of the Western Bushveld Joint Venture
      (“WBJV”) with Anglo Platinum Limited (“Anglo Platinum”) and Africa Wide Mineral
      Prospecting and Exploration (Pty) Limited. Work commenced immediately thereafter
      on the project and the rate of work has accelerated since then. Activities
      consist of research and data review, prospecting, mapping, engineering and
      drilling of the project area. At the time of writing there are 4 high speed
      diamond drills turning on WBJV properties. On January 10, 2007, the Company
      completed a positive pre-feasibility study for the Project 1 area of the WBJV.
      During 2007 the WBJV commissioned a bankable feasibility study for the Project
      1
      area of the WBJV. This work is currently underway. On September 7, 2007 the
      Company published its most recent resource calculation for the
      WBJV.





The
      Company is primarily focused on the completion of a bankable feasibility study
      for the WBJV and on obtaining relevant permitting from the Government of South
      Africa.  Delivery of the bankable feasibility study to the partners of
      the WBJV is expected in early 2008.  Permit applications are in
      process and final permitting is expected during 2008.  Should a
      decision to build a mine on Project 1 of the WBJV in 2008 be taken the Company
      will need to obtain its 37% share of project financing and expand its
      capabilities as project operator in order to implement the project build
      decision.





Total
      global exploration expenditures for the Company’s account in fiscal 2007,
      including the Company’s share of WBJV expenditures during, totaled $4,531,533
      (2006 - $5,474,479), and of this $3,775,890 was for the WBJV (2006 - $4,998,447)
      and $755,643 was for other exploration (2006 - $476,032). After meeting its
      earn
      in requirements in April 2006, Platinum Group Metals Ltd. is currently only
      responsible for its 37% pro-rata share of expenditures for the WBJV. Total
      WBJV
      expenditures during fiscal 2007 by all Joint Venture partners totaled
      $10,497,472 (2006: $7,705,592).





The
      Company was also active with an exploration program on its War Springs and
      Tweespalk projects in South Africa during the period 2005 through 2007,
      consisting of diamond drilling, geophysical surveys and ground
      prospecting.





The
      Company has increased its general level of activity in the past three years
      in
      South Africa. Activities in Canada have been reduced as the more advanced nature
      of the WBJV has caused it to become an investment focus for the Company. The
      Company still actively reviews many potential property acquisitions in the
      normal course of business.





The
      Company owns rights to several mineral properties acquired by staking or option
      in the Lac des Iles area of Ontario, Canada. Work during the years 2005 to
      2007
      in Canada has been limited, but has included the completion, assessment and
      analysis of geophysical and drilling results from these projects. In fiscal
      2007
      a 1,090 metre drill program was conducted on the Company’s Lac Des Iles
      projects.





On
      November 6, 2003 the Company acquired an option to earn up to a 62% interest
      in
      the Lakemount property located near Wawa, Ontario. Exploration results on the
      project were of interest, but in light of certain title deficiencies and a
      complex title chain, the Company abandoned the project in fiscal 2007. Deferred
      acquisition and exploration costs relating to the project in the amount of
      $1,323,222 were written off.





The
      Company issued a total of 7,297,569 (2006 – 10,532,547) common shares during the
      2007 fiscal year. Of this 7,247,569 shares (2006 – 10,507,547) were issued for
      cash proceeds of $12,080,366 (2006 - $16,197,711). The balance was issued in
      relation to property acquisition payments. The Company’s primary source of
      capital has been from the sale of equity. At August 31, 2007 the Company had
      cash and short term investments (consisting of cashable GIC’s) on hand of
      $14,669,067 compared to cash and cash equivalents of $10,066,801 at August
      31,
      2006. The primary use of cash during the year was for acquisition of mineral
      properties, exploration expenditures, and investment in and advances to the
      WBJV
      being approximately $3,513,464, which includes $2,645,382 for the WBJV project
      (2006 - $6,423,839 which includes $5,780,246 for the WBJV project), management
      fees and expenses of $690,504 (2006 - $367,891) and other general and
      administrative expenses of $3,895,573 (2006 - $2,440,824).





On
      June
      6th, 2005,
      the
      Company listed its shares on the Toronto Stock Exchange (“TSX”) and became a
      reporting issuer in the Province of Ontario. Prior to its TSX listing the
      Company’s shares traded on the TSX Venture Exchange. The Company is also a
      reporting issuer in the Provinces of British Columbia, Alberta and
      Quebec.





The
      Company’s common shares are registered under the United States Securities
      Exchange Act of 1934, and the Company files reports with the United States
      Securities and Exchange Commission under file no. 1-33562.  The
      Company’s shares were called for trading on the American Stock Exchange in the
      USA under the symbol “PLG” on June 28, 2007.  Prior to its American
      Stock Exchange listing the Company’s shares traded on the OTC Bulletin Board
      under the symbol “PTMQF”.







**Significant
      Acquisitions**




No
      significant acquisitions were completed by the Company during its most recently
      completed financial year.







**Describe
      the Business**




The
      Company is a British Columbia corporation incorporated on February 18, 2002
      by
      an order of the Supreme Court of British Columbia approving an amalgamation
      between Platinum Group Metals Ltd. and New Millennium Metals Corporation. The
      Company is a platinum focused exploration and development company conducting
      work primarily on mineral properties it has staked or acquired by way of option
      agreement in Ontario, Canada and the Republic of South Africa.





Platinum
      Group Metals Ltd. is headquartered in Vancouver, British Columbia. The Company
      and its consolidated subsidiary, Platinum Group Metals RSA (Pty.) Ltd., employ
      approximately 50 people in Canada and South Africa, with the majority of
      employees living and working in South Africa.







**General**




The
      Company has not yet determined whether its mineral properties contain ore
      reserves that are economically recoverable. 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.





The
      Company’s key project is its 37% interest in the WBJV, a platinum exploration
      and development project on combined mineral rights covering approximately 72
      square kilometres on the Western Bushveld Complex of South Africa.





The
      Company also holds interests in various other 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 other projects may be found in Note 6. of the
      Company’s August 31, 2007 audited financial statements.





To
      conduct its exploration and planning, the Company is dependent on
      sub-contractors for certain engineering, geological services, drilling equipment
      and supplies. These are generally available but vary in price and immediacy
      of
      availability subject to demand.





In
      2003
      the Company acquired a 100% South African subsidiary named Platinum Group Metals
      RSA (Pty.) Ltd. for the purposes of holding mineral rights and conducting
      operations on behalf of the Company. The Company conducts all of its South
      African exploration and development work through Platinum Group Metals (RSA)
      (Pty.) Limited.





The
      Company has not earned any revenues from operations to date. The Company has
      financed its operations principally through the sale of its equity securities.
      While the Company believes it has sufficient capital and liquidity to finance
      current operations, its ability to continue operations is dependent on the
      ability of the Company to obtain additional financing.





At
      this
      time, the Company has sufficient financial resources; however there is no
      assurance that additional funding will be available to it for the further
      exploration of its properties. The Company has relied upon external financing,
      including the issuance of equity securities, to fund its activities to date.
      The
      Company will continue to rely upon such forms of financing for the foreseeable
      future. The Company intends to obtain financing for its planned work in 2008
      through any or all of joint venturing projects, debt financing, equity financing
      or other means. There can be no assurance that the Company will succeed in
      obtaining additional financing, now or in the future. Failure to raise
      additional financing on a timely basis could cause the Company to suspend its
      operations and eventually to forfeit or sell, at fair market value, its
      interests in its properties.





The
      majority of the Company’s exploration and development activities to date have
      been focused on the WBJV in order to advance it to the definitive feasibility
      stage. During the three most recently completed fiscal years, the Company has
      expended approximately $17.7 million in acquisition and exploration costs on
      the
      Company’s Canadian and South African projects, with approximately 77% of such
      amount being expended on the WBJV.







**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. 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
      or
      quality to return a profit from production.







*The
      Company’s business is subject to exploration and development
      risks*




All
      of
      the Company’s properties are in the exploration stage and no known reserves have
      been discovered on such properties. At this stage, favorable 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; and




·
            the
                likelihood of cost estimates increasing in the
                future.







There
      is
      no certainty that the expenditures to be made by us or by our 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 our
      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. 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.





*Political
      and economic instability may affect the Company’s business*




South
      Africa has undergone significant changes in its government and laws since the
      free elections in 1994. At present, Mining Legislation in South Africa is
      continuing to undergo change. The new Mineral and Petroleum Resources
      Development Act became law on May 1, 2004. The regulation and operation of
      this
      new law is still being implemented. In association with the new Act, the Mining
      Charter sets out a target of 26% ownership and participation in the mineral
      industry by “Historically Disadvantaged Persons” within ten years, but the
      mechanisms to fully affect this objective are still evolving. Accordingly,
      the
      South African legal regime may be considered relatively new, resulting in risks
      related to the possible misinterpretation of new laws, unilateral modification
      of mining or exploration rights, operating restrictions, increased taxes,
      environmental regulation, mine safety and other risks arising out of new
      sovereignty over mining, any or all of which could have an adverse effect on
      the
      Company. There is no certainty that the Company will be able to convert its
      existing exploration rights into mining rights. The Company’s operations in
      general may also be affected in varying degrees by political and economic
      instability, terrorism, crime, fluctuations in currency exchange rates and
      inflation.





*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. Several of the Company’s options to acquire properties in the
      Republic of South Africa may result in option payments by the Company
      denominated in South African Rand or in U.S. Dollars over the next three years.
      Exploration and development programs to be conducted by the Company in South
      Africa will also be funded in South African Rand. Fluctuations in the exchange
      rate between the Canadian Dollar and the South African Rand or U.S. Dollar
      may
      have an adverse affect on the Company.





-  -


*The
      Company’s properties are subject to title risks*




The
      Company’s properties may be subject to prior unregistered agreements or
      transfers and title may be affected by undetected defects. These defects could
      adversely affect the Company’s title to such properties or delay or increase the
      cost of the development of such properties. In addition, the Company’s
      properties may be subject to aboriginal or other historical rights that may
      be
      claimed on Crown properties or other types of tenure with respect to which
      mineral rights have been conferred.





*Environmental
      risk*




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 is no assurance that future changes to environmental
      legislation in Canada or South Africa will not adversely affect the Company’s
      operations. Environmental risks may exist on properties in which the Company
      holds interests 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.





*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.





*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 reductions or volatility in metal prices may have an
      adverse effect on the Company’s business, including the economic attractiveness
      of the Company’s projects, the Company’s ability to obtain financing and, if the
      Company’s projects enter the production phase, the amount of the Company’s
      revenues or profit or loss.





*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 non-resident. 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 stockholders. However, there can be no assurance that restrictions
      on repatriation of earnings from the Republic of South Africa will not be
      imposed in the future.





*Judgments
      based upon the civil liability provisions of the United States federal
      securities 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
      our company and our directors and officers may be limited due to the fact that
      a
      majority of these persons reside outside of the United States and, in respect
      of
      our directors and officers, their assets are located outside the United States.
      There is uncertainty as to whether Canadian courts would: (i) enforce judgments
      of United States courts obtained against our company or our directors and
      officers predicated upon the civil liability provisions of the United States
      federal securities laws, or (ii) entertain original actions brought in Canadian
      courts against our company or such persons predicated upon the federal
      securities laws of the United States, as such laws may conflict with Canadian
      laws. In Canada, civil rights are within the legislative jurisdiction of the
      Provinces and Territories. The Province of British Columbia, in which our
      company and all of our directors and officers are resident, does not have laws
      for the reciprocal enforcement of judgments of United States
      courts.





*We
      are a Passive Foreign Investment Company for United State Federal Income Tax
      Purposes which may have consequences for U.S. investors.*




We
      believe that our company is a passive foreign investment company (“PFIC”) for
      United States Federal income tax purposes because we earn 75% or more of our
      gross income from passive sources. As a result, a United States holder of our
      Common Stock could be subject to increased tax liability, possibly including
      an
      interest charge, upon the sale or other disposition of the United States
      holders’ Common Stock or upon receipt of “excess distributions,” unless such
      holder of common shares elect to be taxed currently on his or her pro rata
      portion of our income, whether or not the income was distributed in the form
      of
      dividends or otherwise. The election requires certain conditions be met such
      as
      filing on or before the due date, as extended, for filing the stockholder’s
      income tax return for the first taxable year to which the election will apply.
      Otherwise, the election may only partially apply. Further, the elections will
      increase the administrative and regulatory burden on us.





*We
      will need additional financing.*




At
      August
      31, 2007, we had working capital of $12,643,928 (2006 - $8,602,700). Subsequent
      to the year end, we received aggregate proceeds of $536,500 upon exercise of
      463,000 stock options at prices between $0.50 per share and $2.57 per share.
      We
      believe that these funds will be sufficient to cover general and administrative
      costs and fund the Company’s obligations, proposed exploration programs and
      engineering studies on our properties to August 31, 2008. In the interim, should
      a project build decision be taken on Project 1 of the Western Bushveld Joint
      Venture, or should the purchase of long-lead capital items or other capital
      expenditures related to Project 1 be approved, the Company will require
      additional debt and/or equity financing.  We have limited financial
      resources and no sources of operating cash flow. There can be no assurance
      that
      additional funding will be available to us for further exploration and
      development of our properties beyond the current programs. In the past, we
      have
      relied on sales of equity securities to meet our cash requirements. There can
      be
      no assurance that future operations will provide cash flow sufficient to satisfy
      operational requirements and cash commitments.





Should
      additional properties be acquired or programs be undertaken, we will require
      additional funding. The exploration and development of our properties depends
      upon our ability to obtain financing through any or all of the joint venturing
      of projects, debt financing, equity financing or other means. There can be
      no
      assurance that we will be successful in obtaining any required financing now
      or
      in the future. Failure to obtain additional financing on a timely basis could
      result in delay or indefinite postponement of further exploration and
      development of our mineral properties, with the possible loss of such
      properties, or the inability to acquire any additional properties.





*Our
      operations are subject to environmental and government
      regulation.*




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 our operations.
      Environmental hazards may exist on our 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,
      our 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 us 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.





We
      have
      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 affect on our financial performance.





The
      occurrence of events for which we are not insured or for which our insurance
      is
      inadequate may reduce or eliminate any future profitability and result in
      increasing costs and a decline in the value of our securities.




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 our securities.





*We
      have limited experience with development-stage mining
      operations.*




We
      have
      limited experience in placing mineral properties into production, and our
      ability to do so will be dependent upon using the services of appropriately
      experienced personnel or entering into agreements with other major resource
      companies that can provide such expertise. There can be no assurance that we
      will have available the necessary expertise when and if we place our mineral
      properties into production.





-  -


*We
      have a history of losses and we anticipate continuing to incur losses for the
      foreseeable future.*




We
      have a
      history of losses including net losses of $6,758,123 in the year ended August
      31, 2007; $3,853,273 in the year ended August 31, 2006; and $3,795,648 in the
      year ended August 31, 2005. At August 31, 2007, we had an accumulated deficit
      of
      $22,168,927 (2006 - $15,410,804). We anticipate continuing to incur losses
      for
      the foreseeable future until we can successfully place one or more of our
      properties into commercial production on a profitable basis.





We
      have a
      lack of cash flow, which may affect our ability to continue as a going
      concern.


We
      are an
      exploration company with a history of losses and no history of revenues from
      our
      operations. None of our properties are in production or are expected to be
      developed in the near future, if at all. During the year ended August 31, 2007,
      we had a loss of $6,758,123 (2006 - $3,853,273) and used $3,682,561 (2006 -
      $2,356,261) in cash for operating activities and $5,771,234 (2006 - $6,522,431)
      in cash for investing activities. Historically, the only source of funds
      available to us has been through the sale of our equity securities.





The
      auditors’ report on our August 31, 2006 annual consolidated financial statements
      includes additional comments which indicate that the financial statements are
      affected by conditions and events that cast doubt on our ability to continue
      as
      a going concern. The financial statements do not include any adjustments that
      might result from the outcome of this uncertainty. Our continuing operations
      and
      the recoverability of the amounts capitalized for mineral properties in our
      consolidated financial statements, prepared in accordance with Canadian GAAP,
      is
      dependent upon our ability in the future to achieve profitable operations and,
      in the meantime, to obtain the necessary financing to meet our obligations
      and
      repay our liabilities arising from normal business operations when they become
      due. External financing, predominately by the issuance of equity to the public,
      will be sought to finance our operations; however, there is no assurance that
      sufficient funds will be raised.





*We
      are required to contribute our share of exploration costs to maintain our
      interests in certain properties.*




We
      may,
      in the future, be unable to meet our share of costs incurred under agreements
      to
      which we are a party and we may as a result be subject to loss or dilution
      of
      our rights to acquire interests in the properties subject to such
      agreements.





*None
      of our properties contain any known reserves.*




All
      of
      our properties are in the exploration stage meaning that we have not determined
      whether any such property contains mineral reserves that are economically
      recoverable. Failure to discover economically recoverable reserves will require
      us to write-off costs capitalized in our Canadian GAAP financial statements,
      which at August 31, 2007 totaled  $17,789,082 (2006 -
      $16,660,885).





*We
      depend on our key management employees.*




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





*Our
      directors may be associated with other mineral resource
      companies.*




Certain
      of our officers and directors may become associated with other natural resource
      companies that acquire interests in mineral properties. R. Michael Jones, our
      Chairman, President, Chief Executive Officer and director is also a director
      of
      Jerico Explorations Inc., a public company with a mineral exploration property
      in Arizona, a director of West Timmins Mining Inc., a public company with
      mineral exploration properties in Canada and Mexico, and a director of MAG
      Silver Corp., a public company with silver properties in Mexico. Frank Hallam,
      our Chief Financial Officer and director, is also a senior officer of MAG Silver
      Corp., a director of Jerico Explorations Inc., and a director and senior officer
      of West Timmins Mining Inc. Eric Carlson, director, is also a director of MAG
      Silver Corp. and a director of West Timmins Mining Inc. Any conflicts, which
      may
      arise, will be dealt with as disclosed below.





Such
      associations may give rise to conflicts of interest from time to time. Our
      directors are required by law to act honestly and in good faith with a view
      to
      the best interests of our company and to disclose any interest, which they
      may
      have in any project or opportunity of our 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 our company will participate in any project or
      opportunity, the directors will primarily consider the degree of risk to which
      our company may be exposed and our financial position at that time.





*We
      have outstanding stock options and share purchase warrants which, if exercised,
      could cause dilution to existing stockholders.*




At
      November 29, 2007, we had 4,142,375 stock options issued and outstanding with
      a
      weighted average exercise price of $2.47 per share and 850,000 share purchase
      warrants issued and outstanding with an exercise price of $1.75 per share.
      Stock
      options and share purchase warrants are likely to be exercised when the market
      price of our Common Stock exceeds the exercise price of such stock options
      or
      share purchase warrants. The exercise of such stock options or share purchase
      warrants and the subsequent resale of such Common Stock in the public market
      could adversely affect the prevailing market price and our ability to raise
      equity capital in the future at a time and price which we deem appropriate.
      We
      may also enter into commitments in the future which would require the issuance
      of additional Common Stock and we may grant additional share purchase warrants
      and stock options. Any share issuances from our treasury will result in
      immediate dilution to existing stockholders.





*Our
      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 per share price of our Common
      Stock on the TSX fluctuated from a high of $4.79 to a low of $1.85 and on the
      American Stock Exchange and the NASD OTC Bulletin Board Service from a high
      of
      US$5.00 to a low of US$1.64 within the twelve month period preceding the date
      of
      this Annual Information Form. There can be no assurance that continual
      fluctuations in price will not occur.





-  -


*We
      do
      not expect to pay dividends.*




We
      have
      not paid any dividends since incorporation and we have no plans to pay dividends
      for some time. Our directors will determine if and when dividends should be
      declared and paid in the future based on our financial position at the relevant
      time. All of the shares of Common Stock are entitled to an equal share of any
      dividends declared and paid.







**Companies
      with Asset-back Securities Outstanding**




The
      Company holds no asset-backed securities or commercial paper.







**Project
      Description and Location**




*Western
      Bushveld Joint Venture*




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





1.
            Filed
                on SEDAR October 30, 2007: Competent Persons Report on Project Area
                1 and
                1A of the Western Bushveld Joint Venture (WBJV) Located on the Western
                Limb of the Bushveld Igneous Complex, South Africa (n/r of September
                7,
                2007);





2.
            Filed
                on SEDAR June 19, 2007: Mineral Resource Estimate, Frischgewaagd
                96JQ
                Portion 11 North West Province, Republic of South Africa, June 2007
                (n/r
                of April 30, 2007);





3.
            Filed
                on SEDAR March 23, 2007: Inferred Mineral Resource Estimation on
                Project
                Area 2 of the Western Bushveld Joint Venture (WBJV) Located on the
                Western
                Limb of the Bushveld Igneous Complex, South Africa (n/r of February
                7,
                2007);





4.
            Filed
                on SEDAR January 30th,
                2007:
                Technical Report Western Bushveld Joint Venture Project 1 (Elandsfontein
                and Frischgewaagd) – (n/r of January 10,
                2007);







*Introduction*




On
      October 26, 2004 the Company (37%) entered into a Joint Venture with Anglo
      Platinum (37%) and Africa Wide Mineral Prospecting and Exploration (Pty) Limited
      (26%) to pursue platinum exploration and development on combined mineral rights
      covering 72 square kilometres on the Western Bushveld Complex of South Africa.
      The Company contributed all of its interests in portions of the farms
      Onderstepoort 98 JQ, Mimosa 81 JQ and Elandsfontein 102 JQ. The Company was
      also
      required to complete Rand 35 million (at August 31, 2005 approx. C$6.44 million)
      in expenditures as part of its earn-in, which expenditure the Company completed
      in April 2006. Certain portions of Elandsfontein 102 JQ, Onderstepoort 98 JQ,
      Frischgewaagd 96 JQ, Mimosa 81 JQ and Koedoesfontein 94 JQ were contributed
      by
      Rustenburg Platinum Mines Ltd., a wholly-owned subsidiary of Anglo Platinum.
      Under the terms of the original WBJV Agreement, upon the delivery of a bankable
      feasibility study, each partner to the WBJV will receive credit for ounces
      contributed by their original property as to inferred ounces at US$0.50 per
      ounce, indicated ounces at US$3.20 per ounce and measured ounces at US$6.20
      per
      ounce. The Company will also be credited for its Rand 35 million expenditure
      as
      described above. Each party will then have the opportunity to make equalizing
      cash payment, or contribute capital going forward in order to catch up any
      resulting shortfall in their contributed capital and thereby maintain their
      respective working interest in the JV. Together the properties of the WBJV
      are
      centred on Longitude 27o 00’
00’’
(E) and
      Latitude 25o
      20’ 00’’ (S). For more details of the WBJV option agreement and the properties
      contributed by the Company see Note 5. of the Company’s August 31, 2007 audited
      year end financial statements available on SEDAR at www.sedar.com in part
      1(f).





The
      WBJV
      property is located on the south-western limb of the Bushveld Igneous Complex
      (“BIC”), 110km west-northwest of Pretoria and 120km from Johannesburg. The
      resources of the WBJV Project Area are located approximately 11km along strike
      from the active Merensky Reef mining face at the operating Bafokeng Rasimone
      Platinum Mine (BRPM). BRPM completed opencast mining on the UG2 Reef within
      100m
      of the WBJV property boundary.  There are no known mine workings,
      tailings ponds or waste deposits on the project area itself.  The
      property is cross cut from north-west to south-east by the intermittent Elands
      River.  There are no known environmental liabilities associated with
      the project area.  The Rustenburg highway cross cuts the project area
      along its westerly edge from south to north.  Small scale developments
      including farmland, commercial facilities and a hotel are located west of the
      highway.





All
      of
      the mineral rights for the properties of the WBJV are now held under New Order
      Prospecting Permits issued by the Government of South Africa.







*Accessibility,
      Climate, Local Resources, Infrastructure and Physiography*




The
      project area is located, some 41km northwest of the North West Province town
      of
      Rustenburg. The town of Boshoek is situated 16km to the south along the tar
      road
      that links Rustenburg with Sun City and crosses the project area. The WBJV
      adjoins the Anglo Platinum-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. The WBJV properties are readily accessible
      from Johannesburg by traveling 120km northwest on Regional Road 24 to the town
      of Rustenburg and then a further 41km. Both BRPM to the south of the project
      area and Styldrift, a joint venture between the Royal Bafokeng Nation and Anglo
      Platinum, which lies directly to the east of the property, have modern access
      roads and services. Numerous gravel roads crossing the WBJV properties provide
      easy access to all portions.





The
      area
      is characterized by extensive savannah with vegetation consisting of grasses
      and
      shrub with few trees. There is 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 rainy season is in the summer months
      from October to April with the highest rainfall in December and January. In
      summer (November to April) the days are warm to hot, with afternoon showers
      or
      thunderstorms; temperatures average 26oC (79oF) and can rise to 38oC (100oF);
      and night temperatures drop to around 15oC (60oF). During winter months (May to
      October), days are dry and sunny with moderate to cool temperatures, while
      evening temperatures drop sharply. Temperatures by day generally reach 20oC
      (68oF) and can drop to below 0oC with frost occurring in the early morning. The
      hottest months are generally December and January with June and July being
      the
      coldest. The climate of the area does not hinder the operating season and
      exploration can continue all year long.





South
      Africa has a large and well-developed mining industry. The project is located
      in
      an area with a long history of mining activity and 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. 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 cross both project areas and water for drilling and other purposes
      is, as a rule, drawn from boreholes. Water for potential project development
      will need to be piped in. Water rights and supply for the project have yet
      to be
      secured. 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 Platinum is located within 60km of the
      property.





Surface
      rights to 365 ha on the Farm Elandsfontein have been purchased by the Company
      on
      behalf of the WBJV and this property will be of some use for potential
      operations. Further surface rights will be required within the footprint of
      the
      mineral rights area for location of shaft infrastructure, mill facilities,
      mill
      and concentrator facilities and waste and tailings sites.





The
      WBJV
      area is located on a central plateau. The project has prominent hills, which
      occur in the northern most portions, but generally, variations in topography
      are
      minor and limited to low, gently sloped hills. 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.







*History*




Since
      the
      1920’s the Western Limb of the BIC has been explored, developed and exploited
      for platinum group elements. Approximately 70% of the World’s platinum
      production is currently produced in this area and it has been the major World
      source for platinum since the late 1920’s. The main areas of development on the
      Western Limb have been approximately 90 kilometres to the south and south east
      of the project area along the exposed strike extension of the Critical Zone,
      the
      main platinum bearing stratigrahic unit of the BIC. The Critical Zone is not
      exposed at surface in the project area. In the project area itself records
      indicate only moderate exploration activity by a few operators commencing in
      the
      1970’s. Work since that time until 2004 included limited surface work, drilling
      and geophysical surveys.





The
      Company is the operator of the WBJV. From inception of the WBJV in October
      2004
      to April 2006 the Company funded a required exploration program in the amount
      of
      Rand 35 million (at August 31, 2005 approx. C$6.44 million). Since then the
      partners of the WBJV have been required to fund their portion of further
      expenditures pro-rata based upon their working interest in the Joint Venture.
      From April 2006 to March 2007 the partners to the WBJV approved budgets in
      the
      amount of Rand 76,393,208 (approximately C $11.7 million at September 2006).
      In
      July 2007 the WBJV participants approved a new cash budget for the WBJV
      totalling Rand 102,976,176 (approximately C $15.5 million in July
      2007).





In
      April
      2007 Africa Wide accepted an offer for the purchase of 100% their company from
      Wesizwe Platinum Ltd. (WEZ:JSE) (“Wesizwe”). The transaction closed in September
      2007 and Wesizwe paid consideration of 57.4 million new shares of Wesizwe at
      a
      deemed price of Rand 10.48 per share for total consideration of Rand 601.5
      million (approximately C$90 million). Since September 2007 Wesizwe has become
      responsible for all of the rights and obligations of Africa Wide. In November
      2007 Wesizwe paid all amounts previously due by Africa Wide to both the WBJV
      and
      to the Company.





On
      April
      9, 2007 the Company announced the formal contribution to the WBJV of a 50%
      interest in the mineral rights to the 494 hectare Portion 11 of the Farm
      Frischgewaagd 96 JQ (“Portion 11”) by Rustenburg Platinum Mines Ltd., a
      subsidiary of Anglo Platinum. With this addition the geographic area of the
      WBJV
      now covers approximately 72 square kilometres of territory. Portion 11 now
      forms
      part of the Project 2 area of the WBJV. This expanded Project 2 area is adjacent
      to the WBJV “Project 1” area. Anglo Platinum’s 50% interest in Portion 11
      relates to New Order mineral rights that were converted from Old Order rights
      in
      2007. All of the parties to the shared mineral rights on Portion 11 and RE
      4 are
      working toward a detailed co-operation agreement. Current drilling, being
      conducted under initial co-operation agreements, is expected to
      continue.





Under
      the
      terms of the WBJV agreement, once a bankable feasibility study has been
      completed the respective deemed capital contribution of each party will be
      credited based on their contribution of measured, indicated, and inferred
      platinum group metal (“PGM”) ounces from the contributed properties comprising
      the WBJV, determined in accordance with the South African SAMREC code. Under
      the
      terms of the original WBJV Agreement, inferred ounces will be credited at
      US$0.50 per ounce, indicated ounces will be credited at US$3.20 per ounce and
      measured ounces will be credited at US$6.20 per ounce. The Company will also
      be
      credited for its Rand 35 million expenditure as described above. Each party
      will
      then have the opportunity to make equalizing cash payment, or contribute capital
      going forward in order to catch up any resulting shortfall in their contributed
      capital and thereby maintain their respective working interest in the JV. Should
      a party not wish to participate, the JV agreement provides a mechanism whereby
      the parties may elect to become “non-contributory” to the JV and by doing so
      they would be subject to dilution. Anglo Platinum may only be diluted to a
      minimum 15% non-contributory interest in the WBJV.





Portion
      11 was contributed to the WBJV in 2007 as originally planned under the existing
      terms of the October 2004 WBJV Agreement. For this later contribution of Portion
      11 the original credit rates for equalization as described above have been
      amended to US$0.62 per inferred ounce, US$10.37 per indicated ounce and US$39.55
      per measured ounce in order to adjust for current market
      conditions.





In
      January 2007 the Company published a Pre-Feasibility Report and an updated
      Independent Resource Estimate which shows Measured, Indicated and Inferred
“4E”
(platinum, palladium, rhodium and gold) resources for the Project 1 area of
      the
      WBJV. On February 7, 2007 the Company published an initial Independent Resource
      Estimate for the Project 2 area of the WBJV. Later, on September 7, 2007 the
      Company published its most recent resource calculation for the
      WBJV.





The
      Pre-Feasibility Study and revised resource estimation for the Project 1 area
      of
      the WBJV was dated January 15, 2007. A report titled “Technical Report Western
      Bushveld Joint Venture Project 1 (Elandsfontein and Frischgewaagd)” was filed by
      the Company on www.sedar.com January 30, 2007. The Pre-Feasibility Study
      considers and outlines the details and possible mitigation of several considered
      projects risks, not yet 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).





The
      Pre-Feasibility Study’s findings were positive for a platinum mine in the
      Project 1 area of the WBJV in South Africa. The partners of the WBJV gave their
      approval to advance towards a bankable feasibility study with a potential scope
      for an underground mine producing 155,000 ounces per annum platinum or 250,000
      ounces per annum platinum, palladium, rhodium and gold in concentrate. (See
      section in this report on “Risk Factors”)





Resources
      in the Measured and Indicated categories can be included in a bankable
      feasibility financial model under SAMREC and NI-43101 guidelines. Resources
      that
      are not reserves do not have demonstrated viability. Further drilling is now
      investigating additional areas with reef potential along strike on Project
      areas
      2 and 3 within the Joint Venture area. At the time of writing the Company has
      four diamond drilling rigs deployed on the WBJV. The WBJV property includes
      the
      untested projected surface trace of the Merensky and UG2 reefs which have been
      intercepted in a number of drill holes outside of areas where resources have
      been defined to date. To the time of writing the WBJV has completed more than
      100,000 metres of drilling in approximately 200 boreholes.







*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. The mafic rocks are collectively termed the
      *Rustenburg Layered Suite (RLS)* and are subdivided into the following
      five zones (figure 1 and figure 2):





·
            *Marginal
                Zone* comprising 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 (MR) 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
      Geology –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 closely
      associated with the upper Critical Zone.







**Project
      Geology**




The
      sequence of the BIC within the WBJV 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. In the north end of the WBJV project
      area a younger volcanic root, the Pilanesburg Complex, crosscuts the BIC and
      the
      Critical Zone, the main strata of economic interest.







**Surface
      Geology**




The
      WBJV
      is 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 WBJV 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
      20° in the Project 1 and 1A areas. 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.







**Reefs**




The
      MR is
      a well developed seam along the central part and towards the north eastern
      boundary of the Project 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.





Identification
      of the reefs relies on the recognition of the layered sequence or stratigraphy
      and an example of this is provided in figure 2.





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
      Structure**




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 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 Complex. Dykes associated with this Complex intruded along
      these faults and joints.





Major
      structures, which occur within the WBJV 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 (figure 3). 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 fragments are 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 vertical separation
      Merensky and UG2 decreases from 60m to 2m at outcrop position.







**Project
      Structure**




A
      structural model was developed from data provided by the magnetic survey
      results, geological logs of drilled cores, and more recently with 3-D seismic
      survey interpretations. At least three generations of faults were identified
      on
      the property.





Down
      hole
      geophysical logging was also used to confirm the orientation of structures
      identified and interpreted. The geophysical information provided good
      correlation to the interpretation. Project level structure is an important
      risk
      factor for potential economic considerations and has been studied.





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.


-  -






































*Exploration*




The
      Company is the operator of the WBJV and Company 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, for example, but they remain under the direction of the
      Company.





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.





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





Additional
      ground gravity survey measurements of 120.2km have been completed by the Company
      on 500m line spacing perpendicular to the strike across the deposit, together
      with 65.5km 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
      mineralisation. 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, which generally disrupt the economic viability of the
      reefs within the Critical Zone.





An
      aeromagnetic survey was flown for Anglo Platinum 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 20m. The area covered by the survey was some four times
      larger than the WBJV area, 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





Since
      March 2005 PTM has drilled 137,954 metres of core from borehole WBJV001 to
      WBJV216. Including borehole assay data provided by Anglo Platinum a total of
      40,122 samples have been compiled into the project database.  Of this
      total the Company has contributed 30,909 assay samples from the above boreholes
      comprised of 25,982 field samples, 2,445 standards and 2,482
      blanks.  Of the standards submitted by the Company 1.60% failed for
      platinum and 1.27% failed for palladium.  Of the blanks submitted by
      the Company 0.81% failed for platinum and 0.32% failed for
      palladium  A failure is defined as a result more than 3 standard
      deviations from the mean of the results returned.  The failures
      reported are well within the acceptable limit according to industry
      guidelines.  Of the failures reported the majority were related to
      laboratory problems or data entry errors.  The Company has determined
      that the database is reliable. A failed standard is considered to be cause
      for
      re-assay if it falls within a determined mining cut for either the Merensky
      or
      UG2 Reefs (MRMC and UG2MC).










*Mineralization*




Exposures
      of the BIC located on the western limb include the stratigraphic units of the
      Rustenburg Layered Suite (“RLS”).  The sequence comprises mostly
      gabbros, norites, anorthosites and pyroxenites. The potential economic horizons
      within the BIC and within the WBJV Project Area are the Merensky Reef and UG2
      Reef situated in the Critical Zone of the RLS of the BIC; these horizons are
      known for their continuity. 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. Both Reefs are pervasive along
      the
      Western Limb of the BIC and occur within the project area.





The
      Merensky and UG2 Reefs are mined at the BRPM adjoining the WBJV 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
      modelled. The Merensky and UG2 reefs, in the Project Area dip between 4 and
      42
      degrees.







*Drilling*




The
      type
      of drilling being conducted on the WBJV 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.
      To date, 162 boreholes have been drilled by the Company on Project Area 1 and
      27
      boreholes have been drilled on Project Area 1A. A total of 17 holes have been
      drilled on the Farm Koedoesfontein within the Project 3 area. A total of 7
      holes
      have been drilled on RE 4 and Portion 11 of the Farm Frischgewaagd within the
      Project 2 area by the WBJV. Additional holes have also been drilled on RE 4
      and
      Portion 11 by Project 2 operator Wesizwe, who reports that they have drilled
      a
      further 95 bore holes for a total of 74,138 metres on those farm
      portions.





The
      results of the drilling and the general geological interpretation are digitally
      captured in SABLE (a commercially 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
      structural features identified from aeromagnetic data were interpreted in terms
      of a regional structural model. Major dyke features were easily recognised
      and
      these assisted in the compilation of a structural model for the WBJV project
      area.  Exploration drilling later helped to confirm these
      interpretations.





The
      geometry of the deposit has been clearly defined in the sections drawn through
      the property. All holes were drilled vertically 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 10
      to 30 degrees. This dip has been factored into the calculations on which
      resource estimates are based.










*Sampling
      and Analysis*






**Collection
      of Core**




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
      sampling is carried out by qualified geologists under the 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
      Preparation, Laboratory Standards and Procedures**




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 Reef – 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 hangingwall and footwall of the economic reefs.





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.




For
      the
      present database, field samples have been analyzed by three different
      laboratories: ALS Chemex (South Africa), Genalysis (Australia) and currently
      Set
      Point laboratories (South Africa). Samples from borehole WBJV008 onwards were
      sent to the Set Point laboratory preparation facility at Mokopane.





Transportation
      from their preparation laboratory in Mokopane to their laboratory in
      Johannesburg was done under secure conditions as required by the Company. Dr
      B
      Smee, a geochemist and a director of the Company, has reviewed the facilities
      of
      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 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.
            Thesecond
                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**




Standards
      are used to asses 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.





Generally
      the standards are inserted in place of the fifteenth sample in the sample
      sequence. The standards are stored in sealed containers and considerable care
      is
      taken to ensure that they are not contaminated in any manner (e.g. through
      storage in a dusty environment, being placed in a less than pristine sample
      bag
      or being in any way contaminated in the core saw process).





Assay
      testing refers to Round Robin programmes involving 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.





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. Reasons why
      standards failed may include database errors, selection of wrong standards
      in
      the field, sample mis-ordering errors and bias from the laboratory. A failed
      standard is considered to be cause for re-assay if it falls within a determined
      mining cut for either the Merensky or UG2 Reefs (MRMC and UG2MC). The bulk
      of
      the economic value of the reefs is located within the combined value for Pt
      and
      Pd with Rh and Au comprising only 10% of the 4E value (refer to Item 3 for
      the
      prill splits). As requested by a result, standards that failed for Rh and/or
      Au
      (Rh evaluated for AMIS0005, AMIS0007 and AMIS0010 standards; Au evaluated for
      CDN-PGMS-5, 6, 7 and 11) are not included in the final results as the influence
      is deemed as not of material economic value.







**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
      36.2mm. Secondly, it is friable and brittle owing to the chrome content: this
      makes it extremely difficult to quarter the core, which usually ends up in
      broken pieces and not a solid piece of core.





Because
      of 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 programme
      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 assay validation programme entails:




·
            a
                re-assay programme 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 entails re-submission and re-assaying of 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
      #1
      and #3.







**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/mining cut so that populations used in the geostatistical
      modeling are not mixed; this makes for a high degree of reliability in
      estimates. Outside reviews are completed on geological and database controls
      regularly in addition to independent qualified person due
      diligence.







*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 the 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.







*Mineral
      Resource and Mineral Reserve Estimates*




Summary
      resource details from published reports for Project 1, Project 1a and Project
      2
      follow in the table below. Platinum Group Metals Ltd. holds a 37% interest
      in
      the 4E ounces attributable to the WBJV. The prill splits and 4E estimates for
      Project 2 have been calculated by arithmetic mean. The prill splits and 4E
      estimates for Project 1 and 1a 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 and 1a. Absent values for copper, nickel and the minor platinum
      group elements have been derived from regressed values.








**Project**
            **Reef**
            **Resource
                Category**
            **Cut-Off**
            **WBJV
                Interest**
            **Tonnes
                In Millions**
            **Grade
                4E**
            **Width
                Metres**
            **Prill
                Split (4E)**
            **WBJV
                Ozs In Millions****Pt**
            **Pd**
            **Rh**
            **Au****Project
                1**MR
            Measured
            300
                cm g/t
            100%
            6.305
            7.03
            1.18
            64%
            27%
            4%
            5%
            1.425UG2
            Measured
            300
                cm g/t
            100%
            7.165
            3.75
            1.56
            63%
            26%
            10%
            1%
            0.864MR
            Indicated
            300
                cm g/t
            100%
            12.181
            6.78
            1.22
            64%
            27%
            4%
            5%
            2.655UG2
            Indicated
            300
                cm g/t
            100%
            18.579
            3.96
            1.44
            63%
            26%
            10%
            1%
            2.365MR
            Inferred
            300
                cm g/t
            100%
            0.289
            6.47
            1.03
            64%
            27%
            4%
            5%
            0.060UG2
            Inferred
            300
                cm g/t
            100%
            2.387
            4.40
            1.49
            63%
            26%
            10%
            1%
            0.338**Project
                1a**MR
            Inferred
            300
                cm g/t
            100%
            1.871
            6.48
            1.15
            64%
            27%
            4%
            5%
            0.390UG2
            Inferred
            300
                cm g/t
            100%
            2.973
            5.00
            1.57
            63%
            26%
            10%
            1%
            0.478**Project
                2****RE
                4**
            MR
            Inferred
            100
                cm g/t
            50%
            6.54
            5.84
            1.42
            68%
            24%
            5%
            3%
            0.614UG2
            Inferred
            100
                cm g/t
            50%
            11.95
            4.63
            1.57
            59%
            29%
            11%
            1%
            0.890**Ptn
                11**
            MR
            Indicated
            1.18
                - 1.24 m
            50%
            0.220
            7.38
            1.21
            62%
            28%
            5%
            5%
            0.025UG2
            Indicated
            1.27
                m
            50%
            0.050
            4.32
            1.27
            59%
            29%
            11%
            1%
            0.004MR
            Inferred
            1.11
                - 1.55 m
            50%
            16.100
            6.00
            1.46
            62%
            28%
            5%
            5%
            1.550UG2
            Inferred
            1.23
                m
            50%
            16.240
            4.62
            1.23
            59%
            29%
            11%
            1%
            1.200Total
                Measured 4E
                Ounces
            
            
            
            
            
            
            
            2.289Total
                Indicated 4E
                Ounce
            
            
            
            
            
            
            
            5.049Total
                Inferred 4E
                Ounces
            
            
            
            
            
            
            
            5.520




MR
      = Merensky
      Reef


UG2
        = Upper Group 2
        Reef
  **Project
          1 and Project 1a**
  A
          39% and
          41% total geological loss for the Merensky Reef and UG2 Reef respectively
          was
          applied to the resource area to accommodate for areas of potentially un-mineable
          structural and geological conditions. This geological loss considers losses
          for
          faults, dykes, potholes and areas of iron replacement pegmatite. Structural
          loss
          estimates are based on drilling, field mapping and remote sensing data
          which
          include a high resolution aeromagnetic survey. The Merensky mineral resource
          estimate is based on 158 boreholes with 178 intercepts and the UG2 is based
          on
          192 intercepts within the 1,087 hectare area. The prill split has been
          calculated by weighted averages as a proportion of the total 4E and the
          grades
          have been estimated with a more rigorous statistical process of Simple
          Kriging.
          The cut-off was determined on a practical mining width and the known costs
          and
          mining methods regionally. Platinum Group’s independent consulting Qualified
          Person has provided the resource estimate according to the SAMREC code.
          The
          reconciliation to the CIM codes is that the categories are the same. The
          resources are located on New Order prospecting permits that provide for
          the
          right to be converted to mining rights. Charles Muller of Minxcon is the
          Qualified Person (“QP”) for this report. He is registered with the SACNASP
          (South African Council for Natural Scientific Professions) (Registration
          No.
          400201/04). Mr. Muller is an independent consultant with 18 years experience
          as
          a geologist, and resource evaluator. Samples were analyzed under Platinum
          Group’s and Anglo Platinum’s protocols including insertion of blanks, duplicates
          and certified reference materials in the assay stream once in every 24
          or fewer
          samples. This is in addition to internal quality control measures undertaken
          by
          the contracted analytical facilities. Mr. Muller has visited the property
          on
          numerous occasions and has completed sufficient testing procedure to be
          satisfied that he has reasonably verified the data.
 
  **Project
          2 – Remaining Extent of Ptn 4 of the farm Frischgewaagd 96
          JQ**
  An
          iron
          replacement area that was delineated by drilling and detailed aeromagnetics
          was
          subtracted. In addition to that, a further 18% geological loss was applied.
          Charles Muller is the Qualified Person (“QP”) for the resource assessment
          report. He is registered with the SACNASP (South African Council for Natural
          Scientific Professions) (Registration No. 400201/04). Mr. Muller is an
          independent consultant with 18 years experience as a geologist, and resource
          evaluator. Samples were analyzed under Platinum Group’s and Anglo Platinum’s
          protocols previously published for the project including insertion of blanks,
          duplicates and certified reference materials in the assay stream once in
          every
          24 or fewer samples. This is in addition to internal quality control measures
          undertaken by the contracted analytical facilities.
 
  **Project
          2 – Ptn 11 of the farm Frischgewaagd 96 JQ**
  A
          20%-30%
          total geological loss was applied to the area to accommodate for areas
          of
          potentially un-mineable structural and geological conditions. This geological
          loss considers losses for faults, dykes, potholes and an area of iron
          replacement pegmatite. Structural loss estimates are based on drilling,
          field
          mapping and remote sense data which include a high resolution aeromagnetic
          survey. The Merensky mineral resource estimate is based on 15 boreholes
          with 39
          intercepts within the 494 ha area and 13 boreholes with 35 intercepts for
          the
          UG2 mineral resource estimate. The cut-off was determined according to
          a
          practical mining width and the associated global mining methods. There
          are
          several other qualified person estimates in the public domain with other
          degrees
          of confidence on the same area. Once due diligence on further drilling
          and
          evaluation has been completed by the Company’s QP, the resource classification
          for a 43-101 compliant report will be updated. The Company’s independent
          consulting Qualified Person has provided this initial resource according
          to the
          SAMREC code. The reconciliation to the CIM codes is that the categories
          are the
          same. Mr. David Gray, of Snowden, is the independent QP for the resource
          assessment report of Frischgewaagd 96 JQ, Portion 11. He is registered
          with the
          SACNASP, the South African Council for Natural Scientific Professions,
          Registration No 400018/04. Mr. Gray has more than 17 years of relevant
          experience in platinum group metal resource assessments. Sampling was conducted
          using Anglo Platinum’s protocols, as previously published for the project. This
          includes the insertion of blanks, duplicates and certified reference materials
          in the assay stream, which is followed by routine quality analysis. These
          quality controls are in addition to the internal quality control measures
          undertaken by the contracted analytical facilities. Assays have been completed
          largely at Anglo Platinum’s laboratories in Johannesburg by standard fire assay
          procedures. Data has been verified by the QP to the extent that he has
          personal
          experience with the compilation of the data at the time it was collected
          and the
          protocols employed at Anglo Platinum during the data collection.
 
  *Mining
          Operations*
  The
          Company has conducted no mining operations to date on any of its
          properties.
 
  *Exploration
          and Development*
  Our
          business is conducted primarily in South Africa, and to a lesser extent,
          in
          Ontario, Canada. As at the date hereof, our WBJV Project in South Africa
          constitutes our only material property. None of our properties contain
          any
          mineral reserve estimates.
 
 Exploration
          on our South Africa and Ontario properties are not affected by seasonal
          changes
          although in Ontario, heavy equipment may or may not be moved over the soft
          ground for approximately six weeks in the spring during thaw.
 
 To
          conduct our exploration, we are dependent on sub-contractors for certain
          geological services, drilling equipment and supplies. These are generally
          available but vary in price and immediacy of availability subject to
          demand.
 
  **Dividends**
  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**
  Our
          authorized capital consists of an unlimited number of shares of Common
          Stock
          without par value, of which 61,451,747 shares of Common Stock were issued
          and
          outstanding as at November 16, 2007. All of the issued shares of Common
          Stock
          are fully paid. Our company does not own any shares of Common
          Stock.
 
 The
          stockholders are entitled to one vote for each share on all matters to
          be voted
          on by the stockholders. Each share of Common Stock is equal to every other
          share
          of Common Stock and all shares participate equally on liquidation, dissolution
          or winding up of our company, whether voluntary or involuntary, or any
          other
          distribution of our assets among our stockholders for the purpose of winding
          up
          our affairs after we have paid out our liabilities. The stockholders are
          entitled to vote for each share held and are entitled to receive *pro
          rata* such dividends as may be declared by the board of directors out of
          funds legally available therefore and to receive *pro rata* the remaining
          property of our company upon dissolution. No 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)**(the
“BCA”)*.*
 
  **Market
          for Securities**
   ***Trading
          Price and Volume***
  The
          following table provides information as to the high, low and closing 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***
                ***Volume***September,
                    2006
                $1.90
                $1.59
                603,300October,
                    2006
                $1.98
                $1.51
                1,485,700November,
                    2006
                $2.37
                $1.74
                3,334,900December,
                    2006
                $2.37
                $1.85
                3,351,100January,
                    2007
                $2.50
                $2.00
                426,409February,
                    2007
                $3.00
                $2.28
                3,785,000March,
                    2007
                $3.24
                $2.40
                3,175,200April,
                    2007
                $3.83
                $2.86
                5,610,600May,
                    2007
                $4.79
                $3.60
                3,966,700June,
                    2007
                $4.60
                $3.61
                2,078,200July,
                    2007
                $4.40
                $3.57
                4,168,300August,
                    2007
                $3.83
                $3.03
                95,614
 
 **American
                    Stock Exchange - PLG*****Month***
                ***High***
                ***Low***
                ***Volume***September,
                    2006
                not
                    trading
                not
                    trading
                not
                    tradingOctober,
                    2006
                not
                    trading
                not
                    trading
                not
                    tradingNovember,
                    2006
                not
                    trading
                not
                    trading
                not
                    tradingDecember,
                    2006
                not
                    trading
                not
                    trading
                not
                    tradingJanuary,
                    2007
                not
                    trading
                not
                    trading
                not
                    tradingFebruary,
                    2007
                not
                    trading
                not
                    trading
                not
                    tradingMarch,
                    2007
                not
                    trading
                not
                    trading
                not
                    tradingApril,
                    2007
                not
                    trading
                not
                    trading
                not
                    tradingMay,
                    2007
                not
                    trading
                not
                    trading
                not
                    tradingJune,
                    2007
                $
                    4.35
                $
                    3.87
                134,900July,
                    2007
                $
                    4.25
                $
                    3.38
                545,500August,
                    2007
                $
                    3.86
                $
                    2.80
                788,900
 
  **Over
                    The Counter Bulletin Board – PTMQF*****Month***
                ***High***
                ***Low***
                ***Volume***September,
                    2006
                $
                    1.68
                $
                    1.41
                312,800October,
                    2006
                $
                    1.75
                $
                    1.26
                247,600November,
                    2006
                $
                    2.09
                $
                    1.61
                427,900December,
                    2006
                $
                    2.04
                $
                    1.64
                436,000January,
                    2007
                $
                    2.13
                $
                    1.73
                419,600February,
                    2007
                $
                    2.58
                $
                    2.02
                820,500March,
                    2007
                $
                    2.81
                $
                    2.04
                397,200April,
                    2007
                $
                    3.44
                $
                    2.50
                1,016,700May,
                    2007
                $
                    4.30
                $
                    3.30
                1,722,600June,
                    2007
                $
                    4.35
                $
                    3.37
                823,400July,
                    2007
                not
                    trading
                not
                    trading
                not
                    tradingAugust,
                    2007
                not
                    trading
                not
                    trading
                not
                    trading
 
  ***Prior
          Sales***
  The
          following table provides disclosure as to the securities of the Company
          issued
          but not listed on the Toronto Stock Exchange as of November 28,
          2007:
 
 **Date
                    of**
                  **Sale**
                **Type
                    of**
                  **Security**
                **Number
                    of Securities**
                **Exercise/**
                  **Conversion
                    Price**
                **Expiry**
                  **Date**March
                    6, 2006
                Share
                    Purchase Warrants
                850,000
                $1.75
                March
                    6, 2008
 
  **Escrowed
          Securities**
  There
          are
          no securities of the Company held in escrow.
 
  **Directors
          and Officers**
  **Name
                    &  Position**
                **Principal
                    Occupation or Employment**
                **No.
                    of Shares(3)(4)**
                **No.
                    of Options/price****R.
                    MICHAEL JONES**
                  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.
                1,391,872(6)
                250,000/$1.00
                  230,000/$2.57
                  125,000/$4.40**FRANK
                    R. HALLAM**
                  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.
                518,014
                57,000/$0.70
                  226,000/$1.00
                  220,000/$2.57
                  115,000/$4.40**BARRY
                    SMEE (1)
                    (2)**
                  Director
                  British
                    Columbia,
                  Canada
                Geologist
                    and Geochemist
                  President
                    of Smee & Associates, a private consulting, geological and
                    geochemistry company, since 1990.
                33,100
                75,000/$1.00
                  100,000/$2.57
                  75,000/$4.40**IAIN
                    McLEAN (1)
                    (2)**
                  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.
                141,839
                125,000/$1.00
                  100,000/$2.57
                  75,000/$4.40**ERIC
                    CARLSON (1)**
                  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.
                82,800(7)
                175,000/$1.00
                  100,000/$2.57
                  75,000/$4.40**PETER
                    BUSSE**
                  COO
                  British
                    Columbia, Canada
                Professional
                    Geological 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.
                Nil
                150,000/$4.15
  **Notes:**
  (1)      Member
          of the Audit Committee
  (2)      Member
          of Compensation Committee
  (3)      Includes
          beneficial, direct and indirect shareholdings.
  (4)      Does
          not include stock options and other rights to purchase or acquire
          shares.
  (5)      There
          are 61,451,747 shares of Common Stock issued and outstanding as of the
          date of
          this Form 20-F Annual Report.
  (6)
                Of
                    these shares, 956,000 (confirmed) shares are held by 599143 B.C.
                    Ltd., a
                    company 50% owned by Mr. Jones and 50% owned by Mr. Jones’
                    wife.
  (7)      Of
          these shares, 55,800 shares are held by Carmax Enterprises Corporation,
          a
          private company owned by Mr. Carlson.
  
 As
          of
          November 21, 2005, directors and officers of the Company own or control
          approximately 2,167,625 common shares of the Company representing approximately
          3.5% of its issued and outstanding shares.
 
  *Corporate
          Cease Trade Orders or Bankruptcies*
  No
          director or any proposed management nominee for election as a director
          of the
          Company is, or during the ten years preceding the date of this Annual
          Information Form has been, a director or officer of any company that, while
          the
          person was acting in that capacity:
  (a)
                was
                    the subject of a cease trade order or similar order that denied
                    the
                    relevant company access to any exemption under securities legislation,
                    for
                    a period of more than 30 consecutive
                    days;
  (b)
                was
                    subject to an event that resulted, after the director or proposed
                    management nominee ceased to be a director or officer of the
                    relevant
                    company, in the relevant company being the subject of a cease
                    trade order
                    or similar order that denied the relevant company access to any
                    exemption
                    under securities legislation, for a period of more than
                    30 consecutive days; or
  (c)
                within
                    a year of the director or proposed management nominee ceasing
                    to be a
                    director or officer of the relevant company, 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.
  
  *Penalties
          or Sanctions*
  No
          director or officer of the Company has been the subject of any penalties
          or
          sanctions imposed by a court relating to Canadian securities legislation
          or by a
          Canadian securities regulatory authority or has entered into a settlement
          agreement with a Canadian securities regulatory authority or, except as
          hereafter set out, has been subject to any other penalties or sanctions
          imposed
          by a court or regulatory body that would be likely to be considered important
          to
          a reasonable investor in making an investment decision.
 
 In
          1991,
          R. Michael Jones breached section 147 of the Alberta Securities Act in
          relation
          to late filing of insider reports. A settlement was reached and fulfilled,
          which
          included a fine of $250.00.
 
  *Personal
          Bankruptcies*
  During
          the ten years preceding the date of this Annual Information Form, no director
          or
          proposed management nominee for election as a director of the Company has
          been
          declared bankrupt or made a voluntary assignment in bankruptcy, made a
          proposal
          under any legislation relating to bankruptcy or insolvency, or been 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.
 
  *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.
 
  *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, and accountability for adherence to the Code. A copy of the
          Code is
          posted on the Company’s website, at www.platinumgroupmetals.net.
 
  *Committees
          of the Board of Directors*
   **Audit
          Committee**
  The
          Audit
          Committee is responsible for reviewing the Company’s financial reporting
          procedures, internal controls and the performance of the Company’s external
          auditors.  See Audit Committee Charter attached herein 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 19 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.
  Ian
          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 35 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 United States Securities and Exchange Commission and is independent
          within
          the meaning of the American Stock Exchange 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.
   *Reliance
          on Certain Exemptions*
  At
          no
          time since the commencement of the Company’s most recently completed financial
          year has the Company relied on the exemption in Section 2.4 of MI 52-110,
          or an
          exemption from MI 52-110, in whole or in part, granted under Part 8 of
          MI
          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 unrepentant 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,
          2007 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, and former independent auditor, Deloitte &
Touche LLP,  in each of the last two fiscal years are as follows. All
          fees for the fiscal year ended August 31, 2006 were billed by Deloitte
&
Touche LLP.
 
 **Year
                    ended**
                  **August
                    31, 2007**
                **Year
                    ended**
                  **August
                    31, 2006**Audit
                    Fees
                $200,000
                $90,000Audit-Related
                    Fees(1)
                $15,160
                $13,801Tax
                    Fees(2)
                $
                    Nil
                $3,000All
                    Other Fees(3)
                $
                    Nil
                NilTotal
                $
                    215,160
                $106,801
  **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.
  (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”.
  
  **Compensation
          Committee**
  The
          Compensation Committee is comprised of Barry Smee (Chairman), Eric Carlson
          and
          Iain McLean. The primary objective of the committee is to discharge the
          Board’s
          responsibilities relating to compensation and benefits of the executive
          officers
          and directors of the Company. The Compensation Committee Charter is herewith
          incorporated by reference.
 
  
   **Corporate
          Governance and Nominating Committee**
  The
          Corporate Governance and Nominating Committee is comprised of Iain McLean
          (Chairman), Barry Smee and Frank Hallam. The primary objective of the committee
          is to assist the Board in fulfilling its oversight responsibilities by
          (a)
          identifying individuals qualified to become board, and board committee
          members,
          and recommending the Board select director nominees for appointment or
          election
          to the Board, and (b) developing and recommending to the Board corporate
          governance guidelines for the Company and making recommendations to the
          Board
          with respect to corporate governance practices. The Corporate Governance
          and
          Nominating Committee Charter is herewith incorporated by reference.
 
  **Disclosure
          Committee**
  The
          Disclosure Committee is comprised of R. Michael Jones (Chairman), Frank
          Hallam
          and Iain McLean. The primary objective of the committee is to ensure the
          Company
          and all persons to whom this Policy applies to meet their obligations under
          the
          provisions of securities laws and stock exchange rules by establishing
          a process
          for the timely disclosure of all material information, ensuring that all
          persons
          to whom the policy applies understand their obligations to preserve the
          confidentiality of undisclosed material information and ensuring that all
          appropriate parties who have undisclosed material information are prohibited
          from insider trading and tipping under applicable law, stock exchange rules
          and
          this Policy. The Disclosure Committee Charter is herewith incorporated
          by
          reference.
 
  **Legal
          Proceedings and Regulatory
          Actions**
  There
          are
          no pending or material proceedings to which our 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
          Annual Information Form 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.
 3rd
          floor – 510
          Burrard Street
 Vancouver,
          British
          Columbia
 Canada  V6C
          3B9
 
   
   **Material
          Contracts**
  There
          are
          no contracts of the Company other than contracts entered into in the ordinary
          course of business of the Company and the Western Bushveld Joint Venture
          Agreement (See “General Development of the Company – Three Year History”), 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.
 
  **Interests
          of Experts**
  *Names
          of Experts*
  PricewaterhouseCoopers
          LLP is the independent auditor of the Company within the meaning of the
          Rules of
          Professional Conduct of the Institute of the Chartered Accountants of British
          Columbia.
 
 Gordon
          Cunningham, B.Eng. (Chemical), Pr.Eng., a registered professional engineer
          with
          the Engineering Council of South Africa (Reg. No. 920082), is responsible
          for
          the overall preparation of the report entitled “*Technical Report Western
          Bushveld Joint Venture Project 1 (Elandsfontein and Frischgewaagd)*”, dated
          January 15, 2007
 
 Timothy
          Spindler, BSc. (Mining), Pr.Eng., a registered professional engineer with
          the
          Engineering Council of South Africa (Reg. No. 880491), is responsible for
          the
          overall preparation of the report entitled “*Technical Report Western
          Bushveld Joint Venture Project 1 (Elandsfontein and Frischgewaagd)*”, dated
          January 15, 2007
 
 Charles
          Muller, BSc (Hons), Pr.Sc.Nat., a registered professional natural scientist
          with
          the South African Council for Natural Scientific Professionals (SACNASP)
          (Reg.
          No. 400201/04), responsible for the overall preparation of the report entitled
          “*Technical Report Western Bushveld Joint Venture Project 1 (Elandsfontein
          and Frischgewaagd)*”, dated January 15, 2007, and the report entitled
*“Inferred Mineral Resourse Estimation on Project Area 2 of the
          Western
          Bushveld Joint Venture (“WBJV”) Located on the Western Limb of the Bushveld
          Igneous Complex, South Africa”* dated March 20, 2007, and the report
          entitled*“Competent Persons Report on Project Area  1 and 1A of the
          Western Bushveld Joint Venture (“WBJV”) Located on the Western Limb of the
          Bushveld Igneous Complex, South Africa”,*dated September 7,
          2007
 
 David
          Gray, BSc (Hons), Pr.Sci.Nat., responsible for the overall preparation
          of the
          report entitled “*Mineral Resource Estimate, Frischgewaagd 96JQ Portion 11
          North West Province, Republic of South Africa*”, dated June, 2007, prepared
          for the Issuer (the “Report”),
 
 Adam
          Miethke, BAppSc (Hons), MAusIMM (CP), responsible for the overall preparation
          of
          the report entitled “*Mineral Resource Estimate, Frischgewaagd 96JQ Portion
          11 North West Province, Republic of South Africa*”, dated June 2007,
          prepared for the Issuer (the “Report”),
 
  *Interests
          of Experts*
  No
          Qualified Person having an interest in the common shares of the Company,
          directly or indirectly, or through stock options, has prepared or certified
          a
          statement, report or valuation described or included in a filing, or referred
          to
          in a filing, made under National Instrument 51-102 or National Instrument
          43-101
          by the Company during or related to the Company’s most recently completed
          financial year.
 
 The
          Company’s technical reports are available on the SEDAR website at
www.sedar.com.
 
  **Additional
          Information**
  Additional
          information, including details as to directors’ and officers’ remuneration,
          principal holders of the Company’s shares, options to purchase Company shares
          and certain other matters, is contained in the Company’s Management Information
          Circular for the Annual General Meeting of shareholders to be held on January
          8,
          2008. The Circular will be made available on SEDAR and on the Company’s website
          concurrent with the delivery of the document to the Company’s
          shareholders.
 
 Additional
          Information is provided in the Company’s 2007 Annual Report containing the
          Management’s Discussion and Analysis and the Consolidated Financial Statements
          for the year ended August 31, 2007.
 
 Copies
          of
          the above may be obtained, when available, 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.
  
   **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
          American Stock Exchange, 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:
  ·
                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:
  o
                actual
                    financial results for the interim period varied significantly
                    from
                    budgeted or projected results;
  o
                generally
                    accepted accounting principles have been consistently
                    applied;
  o
                there
                    are any actual or proposed changes in accounting or financial
                    reporting
                    practices; or
  o
                there
                    are any significant or unusual events or transactions which require
                    disclosure and, if so, consider the adequacy of that
                    disclosure.
  ·
                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:
   o
                insuring
                    receipt from the independent auditor of a formal written statement
                    delineating all relationships between the independent auditor
                    and the
                    Company, consistent with the Independence Standards Board Standard
                    No. 1
                    and related Canadian regulatory body
                    standards;
  o
                considering
                    and discussing with the independent auditor any relationships
                    or services,
                    including non-audit services, that may impact the objectivity
                    and
                    independence of the independent auditor;
                    and
  o
                as
                    necessary, taking, or recommending that the Board take, appropriate
                    action
                    to oversee the independence of the independent
                    auditor.
  
 ·
                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:
  o
                the
                    confidential, anonymous submission by employees of the Corporation
                    of
                    concerns regarding questionable accounting or auditing matters;
                    and
  o
                the
                    receipt, retention and treatment of complaints received by the
                    Corporation
                    regarding accounting, internal accounting controls, or auditing
                    matters.
  ·
                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:
  o
                review
                    the appropriateness and effectiveness of the Corporation’s policies and
                    business practices which impact on the financial integrity of
                    the
                    Corporation, including those related to internal auditing, insurance,
                    accounting, information services and systems and financial controls,
                    management reporting and risk management;
                    and
  o
                review
                    compliance under the Corporation’s business conduct and ethics policies
                    and to periodically review these policies and recommend to the
                    Board
                    changes which the Committee may deem appropriate;
                    and
  o
                review
                    any unresolved issues between management and the external auditors
                    that
                    could affect the financial reporting or internal controls of
                    the
                    Corporation; and
  ·
                periodically
                    review the Corporation’s financial and auditing procedures and the extent
                    to which recommendations made by the internal audit staff or
                    by the
                    external auditors have been
                    implemented.
  ·
                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.
  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.
   
   **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.
 
 **“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 90th
          percentile 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.
 
 **“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 if 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.
 
 **“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.