WEST WITS MINING LIMITED — AGM Information 2011

Oct 23, 2011

PROXY FORM

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[West Wits Mining Limited]

ABN: 89 124 894 060

SHAREHOLDER

SAMPLE ADDRESS

SAMPLE ADDRESS

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Appointment of Proxy

I/We being members/s of West Wits Mining Ltd and entitled to vote hereby appoint

Write here the name the Chairman of and address of the “A” the Meeting “B” person you are (mark with an appointing if this “X”) OR person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Annual General Meeting (“AGM”), as my/our proxy to act generally at the AGM on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the AGM of West Wits Mining Ltd to be held at The CFO Solution, Suite 1, 1233 High Street, Armadale Victoria 3143 at 2:00pm on23 November, 2011 and at any adjournment of that AGM.

By marking box “A” you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest*. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman if he has an interest in the outcome of the resolution, will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairman intends voting undirected proxies in favour of the resolutions in which he is permitted to vote.

• Note: If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item of business. The Chairman of the meeting, Directors and other Key Management Personnel of the Company and their closely related parties (see the Notice of meeting and overleaf) will not cast any votes in respect of Item 1 (Remuneration Report) that arise from any undirected proxy that they hold.

Voting directions to your proxy – please mark x to indicate your directions Resolution 1: NON-BINDING ADOPTION OF 2011 REMUNERATION REPORT Resolution 2: RE-ELECTION OF MR. MICHAEL QUINERT TO SERVE AS EXECUTIVE DIRECTOR Resolution 3: ELECTION OF MR. PHILLIP HAINS TO SERVE AS NON-EXECUTIVE DIRECTOR Resolution 4: ELECTION OF MR. HULME SCHOLES TO SERVE AS NON-EXECUTIVE DIRECTOR Resolution 5: ELECTION OF MR. VINCENT SAVAGE TO SERVE AS NON-EXECUTIVE DIRECTOR Resolution 6: ELECTION OF MR. DANIEL (NIEL) PRETORIUS TO SERVE AS NON-EXECUTIVE DIRECTOR Resolution 7: APPROVAL FOR PRIOR ISSUE OF OPTIONS UNDER SHARE PURCHASE PLAN (SPP)	For Against Abstain**	For Against Abstain**

This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

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This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

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Resolution 8: APPROVAL FOR PRIOR ISSUE OF SHARES IN CONNECTION WITH THE COMPANY’S ACQUISITION OF AN INTEREST IN THE DEREWO RIVER GOLD PROJECT Resolution 9: APPROVAL FOR ISSUE OF OPTIONS TO DIRECTOR – MR. MICHAEL QUINERT Resolution 10: APPROVAL FOR ISSUE OF OPTIONS TO DIRECTOR – MR. PHILLIP HAINS Resolution 11: APPROVAL FOR ISSUE OF OPTIONS TO DIRECTOR – MR. VINCENT SAVAGE Resolution 12: APPROVAL OF PRIOR ISSUE OF OPTIONS TO CONSULTANTS Resolution 13: RE-ADOPTION OF EMPLOYEE AND CONSULTANTS SHARES OPTION PLAN (ECIOP)

** If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Security holder 1 Security holder 2 Security holder 3
Sole Director and Sole Company Director Director/Company Secretary
Secretary
Contact Telephone Number
Contact Name Contact Daytime Telephone Date
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This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

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HOW TO COMPLETE THIS PROXY FORM

1 Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please contact the Company’s share registry to arrange for changes to be made.

• 2 Appointment of a Proxy

If you wish to appoint the Chairman of the Annual General Meeting (“AGM”) as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other then the Chairman of the AGM please write the name of that person. If you leave this section blank, or your named proxy does not attend the AGM, the Chairman of the AGM will be your proxy. A proxy need not be a security holder of the Company.

• 3 Votes on Items of Business

• You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be noted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

• 4 How the Chairman will vote undirected proxies

• The Chairman of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, except for Resolution 1 (Remuneration Report). Any undirected proxies held by the Chairman of the meeting will not be voted on Resolution 1. Accordingly, if you appoint the Chairman of the meeting as your proxy, you should direct him how to vote on Resolution 1 (Remuneration Report) if you want your shares to be voted on that item of business.

• 5 Proxies that are undirected on Resolution 1 (Remuneration Report)

If you appoint the Chairman of the meeting as your proxy and do not direct him how to vote on Resolution 1 (Remuneration Report), he will not vote your proxy on that item of business. The same will apply if you appoint any other director of the Company, any other of its key management personnel or any of their closely related parties. Key management personnel of the Company are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies key management personnel for the year ending 30 June 2011. Their closely related parties are defined in the Corporations Act 2001 and include specified family members, dependants and companies they control.

• 6 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the AGM and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form.

• 7 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is more than one name, all the security holders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged this document with the share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, that person must sign this form. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise a Director must sign this form jointly with either another Director or Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the AGM the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

• 8 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00 pm (Melbourne, Victoria time), 21 November 2011 being not later than 48 hours before the commencement of the AGM. Any Proxy Form received after that time will not be valid for the scheduled AGM.

Documents may be lodged by posting, delivery or facsimile to:

Registered Office Suite 1 Ph: 03 9824 5254 1233 High Street Fx: 03 9822 7735 Armadale Victoria 3143 PO Box 8694 Armadale Victoria 3143

This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

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West Wits Mining LIMITED

ABN: 89 124 894 060

NOTICE OF 2011 ANNUAL GENERAL MEETING

Incorporating Explanatory Notes, Information Memorandum and Proxy Form

To Be Held On:

23 November, 2011

At: 2:00 pm

(Registration commencing at 1:45pm

At: The CFO Solution, Suite 1, 1233 High Street Armadale, Victoria, 3143

A copy of the Company’s Annual Report was lodged with the ASX on 29 September 2011.

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NOTICE OF 2011 ANNUAL GENERAL MEETING

NOTICE IS HEREBY given that the 2011 Annual General Meeting (AGM) of West Wits Mining Limited (Company) is to be held at The CFO Solution, Suite 1, 1233 High Street, Armadale, Victoria, 3143 on 23 November 2011 at 2:00pm.

The Explanatory Notes, Information Memorandum and Proxy Form accompanying this Notice of Annual General Meeting are hereby incorporated in and comprise part of this Notice of Annual General Meeting.

An electronic copy of the West Wits Mining Limited 2011 Annual Report is available from the Company’s website: www.westwitsmining.com

BUSINESS

Financial Reports

To receive and consider the Annual Financial Report of the Company comprising the Annual Financial Report, the Directors’ Report and the Audit Report for the year ended 30[th] June 2011.

RESOLUTIONS – ORDINARY BUSINESS

RESOLUTION 1: NON-BINDING ADOPTION OF 2011 REMUNERATION REPORT

To consider, and if thought fit, to pass the following resolution as a non-binding ordinary resolution:

“That members hereby approve and adopt the Remuneration Report for the year ended 30 June 2011 as published in the Directors’ Report section of the Company’s 2011 Annual Report.”

Voting Note

The Company will disregard any votes cast on Resolution 1 by a Director of the Company or any key management personnel or any of their closely related parties (whether directly or by appointing a proxy).

Any undirected proxies held by the Chairman of the meeting, other Directors or other key management personnel or any of their closely related parties will not be voted on Resolution 1. Please refer to Proxy and Voting Instructions on page 7 of this Notice of Meeting.

RESOLUTION 2: RE-ELECTION OF MR. MICHAEL QUINERT TO SERVE AS EXECUTIVE DIRECTOR

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That Mr. Michael Quinert a director who retires in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

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RESOLUTION 3: ELECTION OF MR. PHILLIP HAINS TO SERVE AS NON-EXECUTIVE DIRECTOR

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That Mr. Phillip Hains a director appointed to fill a casual vacancy and being eligible for election, be elected as a Director of the Company.”

RESOLUTION 4: ELECTION OF MR. HULME SCHOLES TO SERVE AS NON-EXECUTIVE DIRECTOR

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That Mr. Hulme Scholes a director appointed to fill a casual vacancy and being eligible for election, be elected as a Director of the Company.”

RESOLUTION 5: ELECTION OF MR. VINCENT SAVAGE TO SERVE AS NON-EXECUTIVE DIRECTOR

To consider, and if thought fit, to pass with or without amendment, the following ordinary resolution:

“That Mr. Vincent Savage a director appointed to fill a casual vacancy and being eligible for election, be elected as a Director of the Company.”

RESOLUTION 6: RE-ELECTION OF MR. DANIEL (NIEL) PRETORIUS TO SERVE AS NON-EXECUTIVE DIRECTOR

To consider, and if thought fit, to pass with or without amendment, the following ordinary resolution:

“That, Mr. Daniel (Niel) Pretorius a director who retires in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

RESOLUTION 7: APPROVAL FOR PRIOR ISSUE OF OPTIONS UNDER SHARE PURCHASE PLAN (SPP)

To consider, and if thought fit, to pass with or without amendment, the following ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4, shareholders ratify the prior issue of 3,125,000 options each to acquire, upon exercise, one ordinary fully paid share in the issued capital of the Company having an exercise price of 8 cents ($0.08) and expiring on 1 February 2014, which were issued as free-attaching options to shareholders under a Share Purchase Plan conducted by the Company as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 7 by:

• persons who participated in the issue; or

• an associate of those persons.

However, the Company need not disregard a vote on Resolution 7 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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RESOLUTION 8: APPROVAL FOR PRIOR ISSUE OF SHARES IN CONNECTION WITH ACQUISITION OF THE COMPANY’S INTEREST IN THE DEREWO RIVER GOLD PROJECT

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4, shareholders ratify the prior issue of 1,015,746 ordinary fully paid shares which were issued to shareholders of Paniai Gold Limited (or their nominee(s)) in connection with the Company’s acquisition of an interest in the Derewo River Gold Project as described in the Explanatory Memorandum which accompanied and formed part of this Notice of Meeting”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8 by:

• persons who participated in the issue; or

• an associate of those persons.

However, the Company need not disregard a vote on Resolution 8 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 9: APPROVAL OF ISSUE OF OPTIONS TO DIRECTOR – MR. MICHAEL QUINERT

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That for the purposes of Listing Rule 10.11 shareholders approve the issue of 4,500,000 options each to acquire, upon exercise, one fully paid ordinary share in the issued capital of the Company and each having an exercise price of 8 cents ($0.08) and expiring 30 September 2017, to Mr Michael Quinert, a director of the Company, (or his nominee/s) on the terms as set out in the Explanatory Notes which accompanied and formed part of the Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 9 by Mr Michael Quinert or any of his associates, however the Company need not disregard a vote on Resolution 9 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 10: APPROVAL OF ISSUE OF OPTIONS TO DIRECTOR – MR. PHILLIP HAINS

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That for the purposes of Listing Rule 10.11 shareholders approve the issue of 500,000 options each to acquire, upon exercise, one ordinary fully paid share in the issued capital of the Company and each having an exercise price of 8 cents ($0.08) and expiring 30 September 2017 to Mr Phillip Hains, a director of the Company, (or his nominee/s) on the terms as set out in the Explanatory Notes which accompanied and formed part of the Notice of Meeting.”

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Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 10 by Mr Phillip Hains or any of his associates, however the Company need not disregard a vote on Resolution 10 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 11: APPROVAL OF ISSUE OF OPTIONS TO DIRECTOR – MR VINCENT SAVAGE

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That for the purposes of Listing Rule 10.11 shareholders approve the issue of 2,500,000 options each to acquire, upon exercise, one ordinary fully paid share in the issued capital of the Company and each having an exercise price of 8 cents ($0.08) and expiring 30 September 2017 to Mr Vincent Savage, a director of the Company, (or his nominee/s) on the terms as set out in the Explanatory Notes which accompanied and formed part of the Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 11 by Mr Vincent Savage or any of his associates, however the Company need not disregard a vote on Resolution 11 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 12: APPROVAL OF PRIOR ISSUE OF OPTIONS TO CONSULTANTS

"THAT for the purposes of ASX Listing Rule 7.4, shareholders ratify the prior issue of 5,500,000 options each to acquire, upon exercise, one ordinary fully paid share in the issued capital of the Company having an exercise price of 8 cents ($0.08) and expiring on 30 September 2017 to consultants and management of the Company, on the terms set out in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 12 by:

• persons who participated in the issue; or

• an associate of those persons.

However, the Company need not disregard a vote on Resolution 12 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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RESOLUTION 13: RE-ADOPTION OF EMPLOYEE AND CONSULTANTS SHARES OPTION PLAN (ECIOP)

“That for the purposes of Exception 9 of Listing Rule 7.2 shareholders approve the re-adoption of the Employee and Consultants Incentive Option Plan (as amended) as an exception to Listing Rule 7.1, and the issue of options under that Scheme, as set out in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 13 by:

• a Director of the Company (except one who is ineligible to participate in the employee incentive scheme in relation to the Company); or

• an associate of such Directors.

However, the Company need not disregard a vote on Resolution 13 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Date: 21 October, 2011

BY ORDER OF THE BOARD

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Terri Bakos Company Secretary West Wits Mining Ltd

The accompanying Explanatory Notes, Information Memorandum and the Proxy and Voting Instructions form part of this Notice of Annual General Meeting.

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VOTING INSTRUCTIONS

Proxy Instructions

A member who is entitled to vote at a meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; and

• (b) one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded.

A proxy form, and instructions on completion of the proxy form, are attached to this Notice.

How the Chairman will vote undirected proxies

The Chairman of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, except for Resolution 1 (Remuneration Report). Any undirected proxies held by the Chairman of the meeting will not be voted on Resolution 1.

Voting Instructions

For the purposes of determining voting entitlements at the AGM, shares will be taken to be held by persons who are registered as holding shares at 7:00pm (Melbourne, Victoria Time) on 21 November, 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Documents may be lodged by posting, delivery or facsimile to:

Registered Office Suite 1 1233 High Street Armadale Victoria 3143 PO Box 8694 Armadale Victoria 3143 Ph: 03 9824 5254 Fx: 03 9822 7735

EXPLANATORY NOTES TO THE NOTICE OF 2011 ANNUAL GENERAL MEETING

These Explanatory Notes accompany the West Wits Mining Limited Notice of 2011 Annual General Meeting (“the Meeting”) to be held on 23 November, 2011. These Explanatory Notes form part of the Notice of 2011 Annual General Meeting and relate to the Business to be considered at the Meeting comprising of Resolutions 1 through 13 inclusive. The Notice of 2011 Annual General Meeting should be read together with these Explanatory Notes.

2011 ANNUAL FINANCIAL STATEMENTS

The 2011 Annual Financial Statements, comprising the Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2011 will be laid before the meeting. There is no requirement for shareholders to approve the Annual Financial Statements. However, shareholders will have the opportunity to ask questions about or make comments on the 2011 Annual Financial Statements and the management of the Company. A representative of the auditor will be invited to attend to answer questions about the audit of the Company’s 2011 Annual Financial Statements.

The Company’s 2011 Annual Financial Statements are set out in the Company’s 2011 Annual Report which can be obtained from the Company’s website, www.westwitsmining.com or upon request to the Secretary at the Company’s registered office, Suite 1, 1233 High Street, Armadale Victoria 3143 (telephone (03) 9824 5254).

RESOLUTION 1: NON-BINDING ADOPTION OF 2011 REMUNERATION REPORT

The Company is required, pursuant to the Corporations Act 2001, to propose a non-binding resolution regarding the Remuneration Report, which forms part of the Directors' Report in the Annual Financial Statements. The Remuneration Report sets out the Company's remuneration arrangements for Directors.

Shareholders attending the 2011 Annual General Meeting of the Company will have an opportunity to discuss and put questions in respect of the Remuneration Report. In addition, shareholders will be asked to vote on the Remuneration Report.

The resolution is advisory only and does not bind the Company or its Directors. Directors and key management personnel (as set out in the Remuneration Report of the 2011 Annual Report) and any of their closely related parties can not vote on Resolution 1. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs (treating this AGM as the first such meeting), shareholders will be required to vote at the second of those AGM's on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director and CEO) must be put up for re-election. The outcome of the vote on the Remuneration Report contained in the Company's 2010 Annual Financial Statements is not considered and thus a spill resolution will not be required in the event that 25% or more of votes that are cast are against the adoption of the 2011 Remuneration Report.

Any undirected proxies held by the Chairman of the meeting, other Directors or other key management personnel or any of their closely related parties will not be voted on this Resolution. 'Closely related parties' are defined by the Corporations Act 2001, and include specified family members, dependants and companies they control.

If you chose to appoint a proxy, you are encouraged to direct your proxy how to vote on this Resolution by marking either "For", "Against" or "Abstain" on the proxy form for this Resolution.

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RESOLUTION 2: RE-ELECTION OF MR. MICHAEL QUINERT AS EXECUTIVE DIRECTOR

Resolution 2 is a resolution for the re-election of Mr. Quinert as an Executive Director of the Company.

At each Annual General Meeting of the Company, pursuant to item 20.2 of the Company’s Constitution, one third of the Directors of the Company must retire from office by rotation at each annual general meeting (if the total number of Directors is not a multiple of 3, then the whole number nearest one third must retire). In addition, pursuant to clause 20.1 of the Company’s Constitution, no Director (except a Managing Director) shall retain office for a period in excess of three years without submitting him or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Mr Quinert graduated with degrees in economics and law from Monash University in 1984 and 1985 respectively and has over twenty years experience as a commercial lawyer, including three years with the Australian Stock Exchange Limited and over fifteen years as a partner in a Melbourne law firm. Since the departure of the Company’s Chief Executive Office Mr Grant Ferguson in January 2011, Mr Quinert has taken over the responsibility for overseeing the day to day operation of the Company.

The Directors, other than Mr. Quinert, recommend that shareholders vote in favour of this Resolution 2. Mr. Quinert, because of his interest, makes no recommendation in relation to this Resolution 2.

RESOLUTION 3: ELECTION OF MR. PHILLIP HAINS TO SERVE AS A NON-EXECUTIVE DIRECTOR

Resolution 3 relates to the election of Mr. Hains as a Non-Executive Director of the Company.

Mr. Hains was appointed Director of the Company to fill a casual vacancy during the year. In accordance with clause 19.4 of the Company’s Constitution, any Director appointed to fill a casual vacancy must retire from office, and will be re-eligible for re-election, at the next annual general meeting following their appointment, but that Director will not be taken into account when determining the number of Directors who are to retire by rotation.

Mr Hains is a Chartered Accountant and specialist in the public company environment. He has served the needs of a number of public company boards of Directors and related committees. He has over 21 years experience in providing accounting, administration, compliance and general management services. He holds a Masters of Business Administration from RMIT and a Public Practice Certificate from the Institute of Chartered Accountants.

The Directors, other than Mr. Hains, recommend that shareholders vote in favour of this Resolution 3. Mr. Hains, because of his interest, makes no recommendation in relation to this Resolution 3.

RESOLUTION 4: ELECTION OF MR. HULME SCHOLES TO SERVE AS A NON-EXECUTIVE DIRECTOR

Resolution 4 relates to the election of Mr. Scholes as a Non-Executive Director of the Company.

Mr. Scholes was appointed Director of the Company to fill a casual vacancy during the year. In accordance with clause 19.4 of the Company’s Constitution, any Director appointed to fill a casual vacancy must retire from office, and will be re-eligible for re-election, at the next annual general meeting following their appointment, but that Director will not be taken into account when determining the number of Directors who are to retire by rotation.

Mr. Scholes holds a BA Law and LLB degree from the University of the Witwatersrand and is an admitted attorney of the High Court of South Africa. Mr Scholes specialises in mining and mineral law, has practised exclusively in the field for 18 years and is regarded as one of South Africa's experts within mining law. He was a partner of Werksman Attorneys based in Johannesburg from 1999 to 2008 and is currently a senior partner at Malan Scholes Attorneys. He started his professional career as a learner official for Harmony Gold Mining Co. Limited in the 1980's which provides him with a unique blend of experience.

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The Directors, other than Mr. Scholes, recommend that shareholders vote in favour of this Resolution 4. Mr. Scholes, because of his interest, makes no recommendation in relation to this Resolution 4.

RESOLUTION 5: ELECTION OF MR. VINCENT SAVAGE TO SERVE AS NON-EXECUTIVE DIRECTOR

Resolution 5 relates to the election of Mr. Savage as a Non-Executive Director of the Company.

Mr. Savage was appointed Director of the Company to fill a casual vacancy on 12 October 2011. In accordance with clause 19.4 of the Company’s Constitution, any Director appointed to fill a casual vacancy must retire from office, and will be re-eligible for re-election, at the next annual general meeting following their appointment, but that Director will not be taken into account when determining the number of Directors who are to retire by rotation.

Mr Savage has over 35 years of experience in the building and mining industries, coupled with 20 years experience working within the insolvency and business advisory sectors. Mr Savage’s experience has seen him lead company reconstructions, refinancings and development projects for mining clients throughout Australia and internationally.

Over the past three years Mr Savage has been intimately involved in all governmental and regulatory issues involving the Derewo River Gold Project as well as working closely with the Company’s Indonesian partners.

The Directors, other than Mr. Savage, recommend that shareholders vote in favour of this Resolution 5. Mr. Savage, because of his interest, makes no recommendation in relation to this Resolution 5.

RESOLUTION 6: RE-ELECTION OF MR. DANIEL (NIEL) PRETORIUS AS NON-EXECUTIVE DIRECTOR

At each Annual General Meeting of the Company, pursuant to item 20.2 of the Company’s Constitution, one third of the Directors of the Company must retire from office by rotation at each annual general meeting (if the total number of Directors is not a multiple of 3, then the whole number nearest one third must retire). In addition, pursuant to clause 20.1 of the Company’s Constitution, no Director (except a Managing Director) shall retain office for a period in excess of three years without submitting him or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Mr Pretorius holds a BProc LLB degree and is admitted to practice as an attorney of the High Court of South Africa. Mr Pretorius left private practice to join DRDGOLD as Group Legal Counsel in February 2003. Mr Pretorius has 13 years experience in the mining industry and is currently a Director of Rand Refinery Limited, Chief Executive Officer of DRD Gold Limited (since January 2009) and Alumni of Darden School of Business (MDP2006 and TEP2007).

The Directors, other than Mr. Pretorius recommend that shareholders vote in favour of Resolution 6. Mr. Pretorius, because of his interest, makes no recommendation in relation to Resolution 6.

RESOLUTION 7: APPROVAL OF PRIOR ISSUE OF OPTIONS UNDER SHARE PURCHASE PLAN

Resolution 7 is proposed to obtain shareholder approval pursuant to ASX Listing Rule 7.4 for the prior issue of 3,125,000 options issued to existing shareholders of the Company as free attaching options under a Prospectus dated 26 May 2011 in connection with acceptances of the offer made under the Company’s 2011 Share Purchase Plan Offer Document (also released to ASX Limited on 26 May 2011).

Each of the options the subject of Resolution 7 has an exercise price of 8 cents ($0.08) and an expiry date of 1 February 2014. Full terms of the options the subject of Resolution 7 are set out in Annexure C. The options were issued on 28 July 2011.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

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ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the previous issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

By approving the prior issue of 3,125,000 options the subject of Resolution 7, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity without the requirement to obtain prior shareholder approval.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

(a) The number of securities issued was 3,125,000 options.

• (b) The options had a nil issue price.

(c) The securities issued are options each of which entitles the recipient to acquire, upon exercise prior to the expiry date, one fully paid ordinary share in the issued capital of the Company. The terms of the options are set out in detail in Annexure C.

(d) The options the subject of Resolution 7 were issued to parties accepting the offer made under the Company’s 2011 Share Purchase Plan, on the basis of 1 option for every 4 shares subscribed under the Share Purchase Plan.

(e) There were no funds raised by the issue of the securities. Any funds received upon exercise of the options will be applied to working capital requirements of the Company at the time of exercise.

(f) A voting exclusion statement is contained in the Notice of Meeting.

RESOLUTION 8: APPROVAL OF PRIOR ISSUE OF SHARES IN CONNECTION WITH ACQUISITION OF DEREWO RIVER GOLD PROJECT

Resolution 8 seeks shareholder approval for the issue of 1,015,746 shares which were issued to shareholders of Paniai Gold Limited (or their nominee(s)) on 13 October 2011 in connection with the Company’s acquisition of an interest in the Derewo River Gold Project.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the previous issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

Although the issue of the consideration shares was approved by shareholders under ASX Listing Rule 7.1 at the General Meeting held on 2 May 2011, ASX Listing Rule 7.3.2 requires that securities approved for issue by shareholders under Listing Rule 7.1 must be issued within 3 months of the date of the meeting at which approval is sought. The issue to the vendors whose shares are the subject of Resolution 8 (which represent approximately 1.1% of the total consideration shares issued to the vendors of the Derewo River Gold Project) was delayed beyond 3 months of the date of the 2 May 2011 General Meeting and was therefore made within the Company’s 15% capacity under Listing Rule 7.1. By obtaining shareholder approval under Listing Rule 7.4, the Company retains the ability to issue further shares or options of up to 15% of its ordinary shares under Chapter 7 of the ASX Listing Rules to take advantage of opportunities to obtain further funds if required and available in the future.

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The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• (a) The number of securities issued was 1,015,746 ordinary fully paid shares.

• (b) The ordinary shares were issued in consideration of the transfer to the Company of the recipient’s interest in the issued capital of Nugold Company Limited, a Hong Kong corporation. The Company obtained its interest in the Derewo River Gold Project through the acquisition of Nugold Company Limited.

• (c) The shares are ordinary fully paid shares which rank equally in all respects with existing ordinary shares of the Company.

• (d) The shares were issued to the following parties: (i) Florin Mining Investment Company Limited; (ii) Fortis Clearing Nominee Pty Ltd; (iii) Fortis Clearing Sydney Pty Ltd; (iv) Nefco Nominees Pty Ltd; (v) Mr Wilhelm Schroeder and (vi) Mr George Panagakis.

• (e) There were no funds raised by the issue of the shares (see (b) above).

• (f) A voting exclusion statement is contained in the Notice of Meeting.

BACKGROUND TO RESOLUTIONS 9, 10, 11, 12 AND 13

The recent transaction involving the successful acquisition of the Derewo River Gold Project had significant effects upon the Company and its capital structure, including:

• a significant increase in the Company’s capital structure;

• the affairs of the Company have now become considerably more complex involving the administration and management of two distinct operations being one in South Africa and one in Indonesia;

• the Company has taken on new management personnel through the Derewo River Gold Project acquisition who are considered to be key personnel in relation to the future success of that project.

The impact of these changes, and other factors, have in the option of Board warranted a review of the incentive arrangements in place with its current management and created a need to establish option incentive arrangements with the new personnel involved in the Derewo River Gold Project. In the context of the above, Resolutions 9, 10, 11, 12 and 13 relate to the proposed issue of options to Directors, management and key personnel of the Company and the re-approval of the Company’s Employee and Consultants Options Incentive Plan (last approved by shareholders at the 2008 Annual General Meeting).

RESOLUTION 9: APPROVAL OF ISSUE OF OPTIONS TO DIRECTOR- MR MICHAEL QUINERT

Resolution 9 is proposed to obtain shareholder approval under Listing Rule 10.11 for the issue of 4,500,000 unlisted options to Mr Michael Quinert, a Director of the Company (or his nominee/s).

Since the departure of the Company’s Chief Executive Office Mr Grant Ferguson in January 2011, Mr Quinert has taken over the responsibility for overseeing the day to day operation of the Company which duties have significantly expanded in size and complexity with the acquisition of the Derewo River Gold Project. By fulfilling this role Mr Quinert is enabling the Company to defer the need for employing a full time Chief Executive Officer.

In recognition of this increased role, and taking into account the Company’s increased capital structure since the successful acquisition of the Derewo River Gold Project, the Company is proposing to issue Mr Quinert (or his nominee/s) with 4,500,000 options exercisable at 8 cents ($0.08) each and expiring on 30 September 2017. The options will vest progressively in three tranches as follows:

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• one third (1,500,000) immediately upon issue;

• one third (1,500,000) on the first anniversary of the issue date of the options; and

• one third (1,500,000) on the second anniversary of the issue date of the options.

The full terms of the options are set out in Annexure A.

The table below sets out the number of shares and options held by Mr Quinert, directly and through his associate entities, as at the date of the Notice of Meeting.

	Existing Shares	Existing Options
Direct	120	Nil
Indirect	1,912,500	4,476,192
Total	1,912,620	4,476,192

ASX Listing Rule 7.1 requires the prior approval of shareholders in general meeting to issue securities if the number of those securities exceeds 15% of the number of the same class of securities at the commencement of the relevant 12 month period. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.Therefore, by obtaining shareholder approval sought through Resolution 9, the Company retains the ability to issue further shares or options of up to 15% of its ordinary shares under Chapter 7 of the ASX Listing Rules to take advantage of opportunities to obtain further funds if required and available in the future.

ASX Listing Rule 10.13 requires that the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 10.11 must include the following information:

• (a) The options the subject of Resolution 9 are to be issued to Mr Michael Quinert, a Director of the Company (or his nominee/s).

• (b) The maximum number of options to be issued under Resolution 9 is 4,500,000.

• (c) The Company will issue the options the subject to Resolution 9 within 1 month after the date of the meeting.

• (d) Mr Quinert is a Director of the Company.

• (e) The options the subject of Resolution 9 have a nil issue price and are issued on the terms set out in Annexure A.

• (f) A voting exclusion statement is contained in the Notice of Meeting.

• (g) No funds will be raised through the issue of the options the subject of Resolution 9. Funds raised on the exercise of the options will be applied to the working capital requirements of the Company at the time of exercise.

RESOLUTION 10: APPROVAL OF ISSUE OF OPTIONS TO DIRECTOR – MR PHILLIP HAINS

Resolution 10 is proposed to obtain shareholder approval under Listing Rule 10.11 for the issue of 500,000 unlisted options to Mr Phillip Hains, a Director of the Company (or his nominee/s). Mr Hains was appointed as a director of the Company in February 2011 and provides vital and practical support to the Board. The table below sets out the number of shares and options held by Mr Hains, directly and through his associate entities, as at the date of the Notice of Meeting.

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Existing Shares	Existing Options
950,000	87,500

The 500,000 options to be issued to Mr Hains (or his nominee/s) will be exercisable at 8 cents ($0.08) each and expire on 30 September 2017. The options will vest progressively in three tranches as follows:

• one third (166,667) immediately upon issue;

• one third (166,667) on the first anniversary of the issue date of the options; and

• one third (166,666) on the second anniversary of the issue date of the options.

The full terms of the options are set out in Annexure A.

ASX Listing Rule 7.1 requires the prior approval of shareholders in general meeting to issue securities if the number of those securities exceeds 15% of the number of the same class of securities at the commencement of the relevant 12 month period. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.Therefore, by obtaining shareholder approval sought through Resolution 10, the Company retains the ability to issue further shares or options of up to 15% of its ordinary shares under Chapter 7 of the ASX Listing Rules to take advantage of opportunities to obtain further funds if required and available in the future.

ASX Listing Rule 10.13 requires that the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 10.11 must include the following information:

• (a) The options the subject of Resolution 10 are to be issued to Mr Phillip Hains, a Director of the Company (or his nominee/s).

• (b) The maximum number of options to be issued under Resolution 10 is 500,000.

• (c) The Company will issue the options the subject to Resolution 10 within 1 month after the date of the meeting.

• (d) Mr Hains is a Director of the Company.

• (e) The options the subject of Resolution 10 have a nil issue price and are issued on the terms set out in Annexure A.

• (f) A voting exclusion statement is contained in the Notice of Meeting.

• (g) No funds will be raised through the issue of the options the subject of Resolution 10. Funds raised on the exercise of the options will be applied to the working capital requirements of the Company at the time of exercise.

RESOLUTION 11: APPROVAL OF ISSUE OF OPTIONS TO DIRECTOR – MR VINCENT SAVAGE

Resolution 11 is proposed to obtain shareholder approval under Listing Rule 10.11 for the issue of 2,500,000 unlisted options to Mr Vincent Savage, a Director of the Company (or his nominee/s). Mr Savage was appointed as a director of the Company on 12 October 2011. As noted above, Mr Savage plays a key role in the management of the Derewo River Gold Project having been intimately involved in all governmental and regulatory issues involving the Derewo River Gold Project over the past three years as well as working closely with the Company’s Indonesian partners. The table below sets out the number of shares and options held by Mr Savage, directly and through his associate entities, as at the date of the Notice of Meeting.

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	Existing Shares	Existing Performance	Existing Options
		Share
Direct	464,779	Nil	Nil
Indirect	873,196	46,000,000	12,500,000
Total	1,394,336	46,000,000	12,500,000

The 2,500,000 options to be issued to Mr Savage (or his nominee/s) will be exercisable at 8 cents ($0.08) each and expire on 30 September 2017. The options will vest progressively in three tranches as follows:

• one third (833,334) immediately upon issue;

• one third (833,333) on the first anniversary of the issue date of the options; and

• one third (833,333) on the second anniversary of the issue date of the options.

The full terms of the options are set out in Annexure A.

ASX Listing Rule 7.1 requires the prior approval of shareholders in general meeting to issue securities if the number of those securities exceeds 15% of the number of the same class of securities at the commencement of the relevant 12 month period. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.Therefore, by obtaining shareholder approval sought through Resolution 11, the Company retains the ability to issue further shares or options of up to 15% of its ordinary shares under Chapter 7 of the ASX Listing Rules to take advantage of opportunities to obtain further funds if required and available in the future.

ASX Listing Rule 10.13 requires that the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 10.11 must include the following information:

• (a) The options the subject of Resolution 11 are to be issued to Mr Vincent Savage, a Director of the Company (or his nominee/s).

• (b) The maximum number of options to be issued under Resolution 11 is 2,500,000.

• (c) The Company will issue the options the subject to Resolution 11 within 1 month after the date of the meeting.

• (d) Mr Savage is a Director of the Company.

• (e) The options the subject of Resolution 11 have a nil issue price and are issued on the terms set out in Annexure A.

• (f) A voting exclusion statement is contained in the Notice of Meeting.

• (g) No funds will be raised through the issue of the options the subject of Resolution 11. Funds raised on the exercise of the options will be applied to the working capital requirements of the Company at the time of exercise.

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RESOLUTION 12: APPROVAL OF PRIOR ISSUE OF OPTIONS TO CONSULTANTS

Resolution 12 is proposed to obtain shareholder approval pursuant to ASX Listing Rule 7.4 for the prior issue of 5,500,000 options to Mr. Trevor Neale (3,000,000 options) and Inverness Capital Pty Ltd (2,500,000 options), being consultants and/or management of the Company. The options were issued on 30 September 2011.

Mr. Neale is the geologist heading the Derewo River Gold Project and, in this position, is a key person to the Company’s prospects for developing this asset.

Inverness Capital Pty Ltd is the nominee entity of Mr Tim Chapman. Mr. Chapman continues to play a key role in the development of the Company’s profile and investor relations, and assists the Board in overseeing and implementing management decisions.

Each of the options the subject of Resolution 12 has an exercise price of 8 cents ($0.08) and an expiry date of 30 September 2017. The options will vest progressively in three tranches as follows:

• one third (1,000,000 in the case of Mr. Neale and 833,334 in the case of Inverness Capital Pty Ltd) immediately upon issue;

• one third (1,000,000 in the case of Mr. Neale and 833,333 in the case of Inverness Capital Pty Ltd) on the first anniversary of the issue date of the options; and

• one third (1,000,000 in the case of Mr. Neale and 833,333 in the case of Inverness Capital Pty Ltd) on the second anniversary of the issue date of the options.

The full terms of the options are set out in Annexure A.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the previous issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

By approving the prior issue of 5,500,000 options the subject of Resolution 12 to the entities identified above, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity without the requirement to obtain prior shareholder approval.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• (a) The number of securities issued was 5,500,000 options, namely 3,000,000 to Mr Neale and 2,500,000 to Inverness Capital Pty Ltd (the nominee entity of Mr Chapman).

• (b) The options had a nil issue price.

• (c) The securities issued are options each of which entitles the recipient to acquire, upon exercise prior to the expiry date, one fully paid ordinary share in the issued capital of the Company. The terms of the options are set out in detail in Annexure A.

• (d) The securities were issued to Mr Trevor Neale and Inverness Capital Pty Ltd.

• (e) There were no funds raised by the issue of the securities. Any funds received upon exercise of the options will be applied to working capital requirements of the Company at the time of exercise.

• (f) A voting exclusion statement is contained in the Notice of Meeting.

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RESOLUTION 13: RE-APPROVAL OF EMPLOYEE AND CONSULTANTS SHARE OPTION PLAN

Resolution 13 seeks shareholder approval in accordance with the ASX Listing Rule 7.2 for the re-adoption of the West Wits Mining Limited Employee and Consultants Share Option Plan ("ECIOP") (with minor amendment) and the issue of options pursuant to the ECIOP. The ECIOP was last approved at the Company’s 2008 Annual General Meeting. For the purpose of ASX Listing Rule 7.2 Exception 9 a summary of the terms of the ECIOP is set out in Annexure B. A full copy of the ECIOP is available to shareholders upon request.

The purposes of the ECIOP are:

• to enable the company to provide Directors, employees and consultants with an additional incentive to work to improve the performance of the Company;

• to attract and retain eligible persons essential for the continued growth and development of the Company;

• to promote and foster loyalty and support amongst eligible persons for the benefit of the Company; and

• to enhance the relationship between the Company and eligible persons for the long term mutual benefit of all parties.

The Company has issued the following options under the ECIOP since it was last approved:

• 6,083,331 unlisted options exercisable at 20 cents ($0.20) on, or before, 9 December 2013; and

• • 6,000,000 unlisted options exercisable at 9 cents ($0.09) on, or before, 30 September 2017.

Pursuant to ASX Listing Rule 7.2 Exception 9, issues exempt from ASX Listing Rule 7.1 include an issue of securities to persons participating in an employee option scheme where shareholders have approved the issue of securities under the scheme. Shareholder approval must be given in a general meeting held not more than 3 years before the date of issue where the notice contains or is accompanied by certain prescribed information.

In order to take advantage of the exemption from ASX Listing Rule 7.1 and allow the Company greater flexibility to issue securities, shareholders are requested to approve the ECIOP as an exemption from ASX Listing Rule 7.1. This approval will be effective for a period of 3 years from the date of the passing by shareholders of Resolution 13.

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ANNEXURE A

OPTION TERMS AND CONDITIONS

(Resolutions 9, 10, 11 and 12)

DIRECTORS' AND CONSULTANTS’ OPTIONS TERMS AND CONDITIONS

• (a) Each Option shall expire at 5.00 pm Australian Eastern Standard Time, 30 September 2017 (“Expiry Date”) and may not be transferred unless to one of the following without the prior consent of the Company:

• (i) the holder’s spouse, children or other immediate family member;

• (ii) a corporation controlled by the holder and/or a person identified at (i) above; or

• (iii) a registered charitable institution; or

• (iv) a trust, the trustee of which is the holder and/or one or more of the persons identified in (i) and the beneficiaries are the holder and/or one or more of the persons or corporation identified in (i) and/or (ii).

Transfer of the Options will also be subject to any restrictions (escrow) that may be imposed by the ASX.

• (b) Subject to sub-paragraph (f) and any restrictions (escrow) that may be imposed by ASX in relation to the Options, the Options may be exercised at any time from the date of issue up to and including the Expiry Date and shall be exercisable wholly or in part by executing and forwarding to the Company notice of the exercise of the Options (“an Exercise Form”) and payment of the exercise price of eight cents ($0.08) for each Option exercised.

• (c) There are no participating rights or entitlements inherent in the Options to participate in new issues of capital that may be offered to shareholders during the currency of the Options. However, subject to sub-clause (b), Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the existing shareholders of the Company made during the currency of the Options and will be granted a period of at least nine (9) business days before books closing date to exercise the Options.

• (d) In the event of any reorganisation of the capital of the Company (including a reduction or return of capital, or a consolidation or sub-division of ordinary shares), the rights of an option holder will be amended to the extent necessary to comply with the Listing Rules of ASX applying to a reorganisation of capital at the time of the reorganisation, and these terms and conditions (including the exercise price) shall be deemed amended accordingly. In all other respects the terms and conditions of the Options shall remain unchanged. Other than as provided for above upon a reorganisation of capital, the option holder has no rights to a change in the exercise price of an Option or to a change to the number of shares in respect of which an option can be exercised.

• (e) Shares allocated and issued pursuant to the exercise of the Options will be allocated and issued not more than fourteen (14) days after the receipt by the Company of a properly executed Exercise Form and the receipt of the exercise monies applicable thereto at the exercise price for each Option.

• (f) The Options will lapse and automatically be cancelled if before the first date the Options may be exercised under clause (b), above, in the case of a Director to whom the Options were issued (or to a nominee of whom the Options were issued) if that Director;

• (i) is removed, becomes ineligible to act or resigns as a Director of the Company due to misconduct; or

• (ii) resigns as a Director of the Company voluntarily.

• (g) The Options will be subject to any vesting conditions specified by the Company at the time of issue.

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ANNEXURE B

EMPLOYEE & CONSULTANTS INCENTIVE OPTION PLAN SUMMARY

(Resolution 13)

The full terms of the options which may be issued under the West Wits Mining Limited Employee and Consultants Incentive Option Plan (“ECIOP”) are set out in the ECIOP Rules a copy of which may be obtained from the Company upon request. The following is a summary of those Rules. In the event of any inconsistency between the Rules of the ECIOP and the summary set out below, the Rules of the ECIOP will prevail.

• Each option issued under the ECIOP will entitle the holder, upon exercise, to one fully paid ordinary share in the issued capital of the Company. Shares issued pursuant to the exercise of options issued under the ECIOP shall rank equally with the existing shares of the Company in all respects from the date of issue of the share.

• The Board, with the advice of the Company’s remuneration committee, shall determine from time to time the number of options offered to eligible persons under the ECIOP, as well as the expiry date (being a date not more than 10 years from the date of issue), any applicable vesting date/s, the exercise price and whether any sum is to be payable for the issue of the options.

• Options may not be offered under the ECIOP without the issue of a prospectus in accordance with Chapter 6D of the Corporations Act, if the aggregate of:

• (a) the number of shares which would be issued if the options proposed to be issued were exercised;

• (b) the number of shares which would be issued if all the current options previously issued under the ECIOP were exercised; and

• (c) the number of shares which have been issued as a result of the exercise of options issued under any employee incentive scheme, where the options were issued during the preceding five years;

would exceed 5% of the number of shares on issue as at the time of the offer. For the purposes of the above calculation any offer made, or options or shares issued, by way of or as a result of the following will be disregarded:

• (d) an offer to a person situated at the time of receipt of the offer outside Australia;

• (e) an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of Schedule 1 of the Corporate Law Economic Reform Program Act 1999;

• (f) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (g) an offer under a disclosure document.

• The Company shall be obliged to accept any application received in response to an offer made by the Company to eligible persons under the ECIOP. Upon acceptance the Company shall deliver an option certificate or other record of holding in respect of the options issued within 10 business days.

• Subject to the ASX Listing Rules, any options issued pursuant to the ECIOP which have not vested will vest if the Company is subject to a successful takeover that results a person acquiring a relevant interest in more than 90% of the voting shares of the Company.

Options issued under the ECIOP shall not be listed for Official Quotation on ASX or any other stock exchange.

• Options issued under the ECIOP may not be transferred, assigned or otherwise dealt with other than to a nominee of the eligible person approved by the Board or in certain circumstances on the death or incapacity of the eligible person.

• The options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant options. Options issued under the ECIOP do not confer upon the holder a right to receive notices of general meetings (except as required by law), not any right to attend, speak at or vote at general meetings of the Company.

• The recipient of an option under the ECIOP is deemed to have agreed to complete, execute and comply with an restriction agreement necessary to satisfy the requirements of ASX.

• There are no participating rights or entitlements inherent in the options issued under the ECIOP and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least seven business days after the issue is announced.

• In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company:

• (a) if at the time of the reconstruction any securities of the Company are admitted to quotation by the ASX or another stock exchange, the options will be reorganised in accordance with the ASX Listing Rules applying at the time of the reorganisation; or

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• (b) if at the time of the reconstruction no securities of the Company are admitted to quotation by the ASX or another stock exchange, the options will be reorganised in the same proportion as the underlying ordinary shares (in such a way as not to cause a change in the total exercise price for a post reconstruction holding of the options, disregarding the effect of any fractions or rounding).

• An option holders right to exercise options granted under the ECIOP shall terminate within 180 days of the options holder ceasing to be an eligible person (or if the option holder is a nominee of an eligible person, the eligible person who nominated the nominee ceasing to be an eligible person) provided that:

• (a) where an eligible person dies, any options may be exercised by the legal personal representative of the option holder within 12 months of the date of the eligible person’s death;

• (b) where an eligible person ceases to be an eligible person by reason of the cessation of employment for whatever reason, other than circumstances set out in paragraph (c) or (e) below, any unexercised options may be exercised at any time within 90 days or such other period as determined by the Board being not less than 180 days commencing on the day immediately following the day on which the option holder ceased to be an eligible person;

• (c) where an eligible person eases to be an eligible person by reasons or retirement at or after the age of 60, retirement before the age of 60 with the consent of the Board, ill health or redundancy, any unexercised options may be exercised any time before the expiry of twelve months from the date upon which the option holder ceased to be an eligible person;

• (d) where an eligible person is declared bankrupt or becomes subject to Part X of the Bankruptcy Act 1966 (Cth) any unexercised options shall immediately lapse and cease to be exercisable; and

• (e) where an eligible person ceases to be an eligible person by reason of the Company terminating the eligible persons contract of service in circumstances where the eligible person is found guilty of misconduct, gross negligence, wilful disobedience or any other cause or matter which entitles the Company to dismiss the person without notice any unexercised options shall immediately lapse and cease to be exercisable on termination.

• The ECIOP may at any time be terminated or suspended by the Board of Directors but such termination or suspension shall not affect the rights of option holder granted prior to termination.

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ANNEXURE C

OPTION TERMS AND CONDITIONS

(Resolution 7)

• Each option entitles the holder to one ordinary fully paid share upon exercise.

• Each option may be exercised by completing an option exercise notice and delivering it together with the payment for the number of shares in respect of which the options are exercised to the registered office of the Company.

• The exercise price is payable in full on exercise for each option that is exercised and is equal to $0.08 (eight cents) per option.

• Any option that has not been exercised prior to the Expiry Date of 1 February 2014 automatically lapses.

• The Company will not apply to the ASX for quotation of the options.

• All ordinary fully paid shares issued upon exercise of options will rank pari passu in all respects with, and will have the same terms as, the Company’s then issued ordinary fully paid shares. The Company will apply for official quotation by ASX of all shares issued upon exercise of options, subject to any restriction obligations imposed by ASX.

• The options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant options.

• There are no participation rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options.

• In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of options or the exercise price of the options or both shall be reconstructed in accordance with the Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

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