Platinum Group Metals Ltd. Enters Into At-The-Market Equity Distribution Agreement

Executive Summary

• Platinum Group Metals Ltd. entered into a new Distribution Agreement to launch a $60 million (USD) at‑the‑market (“ATM”) equity program (“2026 ATM Program”).
• The program will allow the company to issue common shares at prevailing market prices, with proceeds earmarked for staged development of the Waterberg Project and general corporate purposes over the next 24 months.
• The agreement remains in effect until either December 13 2026 or the aggregate gross sales proceeds reach $60 million, whichever occurs first; the company is not obligated to sell any shares.

Key Details

• Distribution Agreement Parties: BMO Nesbitt Burns Inc., Beacon Securities Limited (Canadian Agents) and BMO Capital Markets Corp. (U.S. Agent).
• Maximum Offering Size: Up to US$60 million (or equivalent in CAD) of common shares.
• Program Mechanics: Shares will be sold on a continuous basis at prevailing market prices through the Agents; sales are discretionary for the company.
• Use of Proceeds (24‑month horizon):
  1. Staged development programs at the Waterberg Project.
  2. General corporate and administrative purposes.
• Termination Conditions: Earlier of (i) December 13 2026, or (ii) when cumulative gross sales proceeds equal US$60 million. The company may also terminate earlier per agreement terms.
• Regulatory Filings: Prospectus supplement filed with Canadian securities commissions and the U.S. SEC; part of the short‑form base shelf prospectus dated 13 Nov 2024.
• Exemptions Relied Upon: “Eligible Interlisted Issuers” exemption under Section 602.1 of the TSX Company Manual for listing the offered shares on the TSX.
• No Obligation to Sell: The company retains full discretion and is not required to make any share sales under the agreement.

Notable Quotes

• Frank R. Hallam, President, CEO and Director: “The 2026 ATM Program provides us with a flexible financing tool to advance Waterberg development while maintaining strategic capital discipline.”

Materiality Assessment: Material – Positive (the $60 million financing capacity is a significant source of capital for project development and corporate needs).