Common use of Good Standing of Material Entities Clause in Contracts

Good Standing of Material Entities. The Corporation’s material Subsidiaries are the Material Entities as listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the Prospectuses, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the Prospectuses, directly or indirectly beneficially owned by the Corporation, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable securities law and (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Pricing Disclosure Package and the Prospectuses; and none of the outstanding shares in the capital of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any shares of any Material Entity except as contemplated in the Amended and Restated Sprott Facility and the Liberty Facility. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Entities. The CorporationCompany’s material Subsidiaries subsidiaries are the Material Entities entities as listed in Schedule I hereto (the “A” heretoMaterial Entities”), which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”I, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by itit (save that Waterberg JV Resources Proprietary Limited is required to be granted a mining right and environmental licences in order for it to conduct future mining operations), in each case as described in the Pricing Disclosure Package Registration Statement and the ProspectusesProspectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package Registration Statement and the ProspectusesProspectus, directly or indirectly beneficially owned by the CorporationCompany, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable securities law and (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Pricing Disclosure Package Registration Statement and the ProspectusesProspectus (collectively, the “Asset Agreements”); and none of the outstanding shares in the capital of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such SubsidiaryMaterial Entity. There exist no options, warrants, purchase rights, rights or other contracts or commitments that could require the Corporation Company to sell, transfer or otherwise dispose of any shares of any Material Entity except as contemplated in the Amended and Restated Sprott Facility by Asset Agreements and the Liberty FacilityCredit Agreement, dated as of August 15, 2019, as amended and supplemented, between the Company, as borrower, Platinum Group Metals (RSA) Proprietary Limited, as guarantor, Sprott Private Resource Lending II (Collector), LP, as agent, and the several lenders party thereto from time to time. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;.

Good Standing of Material Entities. The Corporation’s Company's material Subsidiaries subsidiaries are the Material Entities entities as listed in Schedule “A” hereto2 hereto (the "Material Entities"), which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”2, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by itit (save that Waterberg JV Resources Proprietary Limited is required to be granted environmental licences in order for it to conduct future mining operations), in each case as described in the Pricing Disclosure Package Registration Statement and the Prospectuses, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package Registration Statement and the Prospectuses, directly or indirectly beneficially owned by the CorporationCompany, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable Canadian Securities Laws and all of the applicable federal and state securities law laws and regulations of the United States, including without limitation the Act, the Exchange Act and the respective rules and regulations of the Commission thereunder (the "U.S. Securities Laws," and together with the Canadian Securities Laws, the "Applicable Securities Laws"), or other applicable securities laws, or (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Pricing Disclosure Package Registration Statement and the ProspectusesProspectuses (collectively, the "Asset Agreements"); and none of the outstanding shares in the capital of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such SubsidiaryMaterial Entity. There exist no options, warrants, purchase rights, rights or other contracts or commitments that could require the Corporation Company to sell, transfer or otherwise dispose of any shares of any Material Entity except as contemplated in the Amended and Restated Sprott Facility and the Liberty Facilityby Asset Agreements. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;.

Good Standing of Material Entities. The Corporation’s material Subsidiaries are the Material Entities as listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by itit (save that Waterberg JV Resources Proprietary Limited is required to apply for and be granted a mining right and environmental licences in order for it to conduct future mining operations), in each case as described in the Pricing Disclosure Package and the Prospectuses, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the Prospectuses, directly or indirectly beneficially owned by the Corporation, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable securities law and (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Pricing Disclosure Package and the Prospectuses; and none of the outstanding shares in the capital of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any shares of any Material Entity except as contemplated in by the Amended and Restated Maseve Sale Transaction, the Waterberg Call Option Agreement, the Sprott Facility Term Sheet, the PPA Termination Agreement, the Convertible Notes, the Note Indenture and the Liberty Facility. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Entities. The CorporationCompany’s material Subsidiaries subsidiaries are the Material Entities entities as listed in Schedule 1 hereto (the “A” heretoMaterial Entities”), which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”1, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by itit (save that Waterberg JV Resources Proprietary Limited is required to apply for and be granted a mining right and environmental licences in order for it to conduct future mining operations), in each case as described in the Registration Statement, the Prospectus and the Pricing Disclosure Package and the ProspectusesPackage, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Registration Statement, the Prospectus and the Pricing Disclosure Package and the ProspectusesPackage, directly or indirectly beneficially owned by the CorporationCompany, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable securities law and (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Registration Statement, the Prospectus and the Pricing Disclosure Package and the ProspectusesPackage; and none of the outstanding shares in the capital of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiary. There exist no options, warrants, purchase rights, rights or other contracts or commitments that could require the Corporation Company to sell, transfer or otherwise dispose of any shares of any Material Entity except as contemplated in by the Amended and Restated Sprott Facility Concurrent Transactions, the Waterberg Call Option Agreement, the Convertible Notes, the Note Indenture and the Liberty Facility. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;.

Good Standing of Material Entities. The Corporation’s material Subsidiaries are the Material Entities as listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the ProspectusesOffering Documents, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the ProspectusesOffering Documents, directly or indirectly beneficially owned by the Corporation, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable securities law and (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Pricing Disclosure Package and the ProspectusesOffering Documents; and none of the outstanding shares in of the capital stock of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiarysubsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any shares capital stock of any Material Entity except as contemplated in the Amended and Restated Sprott Facility and the Liberty Facility. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Entities. The Corporation’s material Subsidiaries are the Material Entities as listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the ProspectusesOffering Documents, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the ProspectusesOffering Documents, directly or indirectly beneficially owned by the Corporation, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable securities law and (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Pricing Disclosure Package and the ProspectusesOffering Documents; and none of the outstanding shares in of the capital stock of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any shares capital stock of any Material Entity except as contemplated in the Amended and Restated Sprott Facility and the Liberty Facility. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Entities. The CorporationCompany’s material Subsidiaries subsidiaries are the Material Entities entities as listed in Schedule I hereto (the “A” heretoMaterial Entities”), which schedule is true, complete and accurate in all respects. Each of the Material Entities is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”I, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by itit (save that Waterberg JV Resources Proprietary Limited is required to be granted a mining right and environmental licences in order for it to conduct future mining operations), in each case as described in the Pricing Disclosure Package Registration Statement and the ProspectusesProspectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Entity have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package Registration Statement and the ProspectusesProspectus, directly or indirectly beneficially owned by the CorporationCompany, free and clear of any liens or other encumbrances other than (i) transfer restrictions under applicable securities law and (ii) pursuant to shareholder, joint venture or similar agreements disclosed in the Pricing Disclosure Package Registration Statement and the ProspectusesProspectus; and none of the outstanding shares in the capital of any Material Entity was issued in violation of the pre-emptive or similar rights of any security holder of such SubsidiaryMaterial Entity. There exist no options, warrants, purchase rights, rights or other contracts or commitments that could require the Corporation Company to sell, transfer or otherwise dispose of any shares of any Material Entity except as contemplated in by the Amended and Restated Credit Agreement, dated as of August 15, 2019, between the Company, as borrower, Platinum Group Metals (RSA) Proprietary Limited, as guarantor, Sprott Facility Private Resource Lending II (Collector), LP, as agent, and the Liberty Facility. several lenders party thereto from time to time.. No act or proceeding has been taken by or against any Material Entity in connection with its liquidation, winding-up or bankruptcy;.