WEST WITS MINING LIMITED

ABN 89 124 894 060

("the Company")

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of West Wits Mining Limited will be held at Suite 1, 1233 High Street, Armadale, Victoria, Australia on Monday, 2 May 2011 at 10.30 am.

Further details in respect of the resolutions proposed in this Notice of General Meeting are set out in the Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with this Notice of General Meeting.

PROPOSED RESOLUTIONS

RESOLUTION 1: AUTHORITY FOR CAPITAL RAISING AND PLACEMENT

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

“Subject to Resolutions 2 and 3 of this Notice of Meeting being passed, that for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 33.75 million ordinary fully paid shares together with up to 8,437,500 free attaching options, issued on the basis of one option for every four new shares issued, to clients of BGF Equities Pty Ltd as detailed in the Explanatory Memorandum which accompanied and formed part of this Notice of Meeting.”

Voting Exclusion

The Company will disregard any votes cast on Resolution 1 by:

any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 1 is passed;
an associate of that person (or those persons).

However, the Company need not disregard a vote if:

it is cast by a person as a 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 the direction on the proxy form to vote as the proxy decides.

RESOLUTION 2: PERFORMANCE SHARES

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

“That for the purposes of section 246B (1) of the Corporations Act 2001, clause 2.2 and 11.1 of the Company’s Constitution and for all other purposes, the Company be authorised to create a new class of performance share on the terms set out in Schedule One of, and as otherwise described in, the Explanatory Memorandum which accompanied and formed part of this Notice of Meeting.”

RESOLUTION 3: ISSUE OF CONSIDERATION SECURITIES

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

"Subject to Resolution 2 of this Notice of Meeting being passed that for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of:

(i) 80 million new ordinary fully-paid shares;
(ii) 46 million new performance shares (being the performance shares referred to in Resolution 2); and
(iii) 12.5 million options;

to the shareholders in Paniai Gold Limited or nominee(s) as described in the Explanatory Memorandum which accompanied and formed part of this Notice of Meeting.

Voting Exclusion

The Company will disregard any votes cast on Resolution 3 by:

any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 3 is passed;
an associate of that person (or those persons).

However, the Company need not disregard a vote if:

it is cast by a person as a 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 the direction on the proxy form to vote as the proxy decides.

RESOLUTION 4: ISSUE OF OPTIONS IN CONNECTION WITH CAPITAL RAISING

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

"Subject to Resolution 1 of this Notice of Meeting being passed, that for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 17.5 million options to parties in connection with services provided to the Company on the terms detailed in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting."

Voting Exclusion

The Company will disregard any votes cast on Resolution 4 by:

any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 4 is passed;
an associate of that person (or those persons).

However, the Company need not disregard a vote if:

it is cast by a person as a 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 the direction on the proxy form to vote as the proxy decides.

RESOLUTION 5: ISSUE OF OPTIONS TO DIRECTOR- MICHAEL JAMES QUINERT

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

“That for the purposes of ASX Listing Rule 10.11, and for all other purposes, shareholders approve the issue to Mr Michael Quinert (or his nominee) of 500,000 options to acquire fully paid ordinary shares in the capital of the Company to be issued on the terms set out in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting”

Voting Exclusion

The Company will disregard any votes cast on Resolution 5 by:

Mr Quinert and any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 5 is passed;
an associate of that person (or those persons).

However, the Company need not disregard a vote if:

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it is cast by a person as a 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 the direction on the proxy form to vote as the proxy decides.

RESOLUTION 6: ISSUE OF OPTIONS TO DIRECTOR – MR HULME SCHOLES

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue to Mr Hulme Scholes (or his nominee) of 250,000 options to acquire fully paid ordinary shares in the capital of the Company to be issued on the terms set out in the Explanatory Memorandum which accompanied and formed part of the Notice of Meeting”

Voting Exclusion

The Company will disregard any votes cast on Resolution 6 by:

Mr Scholes and any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 6 is passed;
an associate of that person (or those persons).

However, the Company need not disregard a vote if:

it is cast by a person as a 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 the direction on the proxy form to vote as the proxy decides.

Dated: 30 March 2011

By the order of the Board

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Company Secretary West Wits Mining Limited

The accompanying Explanatory Memorandum and the Proxy and Voting Instructions form part of this Notice of Meeting.

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

WEST WITS MINING LIMITED ABN 89 124 894 060 PROXY FORM

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box:

I/We ________ of _________ being a member(s) of West Wits Mining Limited and entitled to ___ shares appoint: Name of Proxy: ______ [write the name of the person you are appointing if this person is someone other than the Chair of the meeting] Address of Proxy: _________

or in his/her absence or if no person is named, the Chair of the meeting as my/our proxy act generally at the meeting on my/our behalf and to vote on my/our behalf at the General Meeting of the Company to be held at Suite 1, 1233 High Street, Armadale, Victoria, 3143 on Monday 2 May 2011 at 10.30 am and at any adjournment of that meeting.

By marking this box you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution(s) and that votes cast by the Chair of the meeting for those resolutions 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 Chair 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 on which he is permitted to vote.

If two proxies are appointed, complete the following sentence:

This proxy is authorised to exercise ……………….. votes/ ……….. % of my/our total voting rights.

Proxy Instructions

To instruct your proxy how to vote, tick or insert an ‘X’ in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting. I/We direct my/our proxy to vote as indicated below:

For Against Abstain*

Resolution	1	Authority for Capital Raising and Placement
Resolution	2	Performance Shares
Resolution	3	Issue of Consideration Securities
Resolution	4	Issue of Options in Connection with Capital Raising
Resolution	5	Issue of Options to Director – Michael Quinert
Resolution	6	Issue of Option to Director – Hulme Scholes

* If you tick or insert an 'X' in the Abstain box for a resolution, you are directing your proxy not to vote on your behalf on that resolution and your votes will not be counted in determining the number of votes cast on, or the majority required to pass, that resolution.

	If a person: ____ (Signature) ____ Name (print) Date: /__/_____	If a company: EXECUTED by: ___ Name of company (print) In accordance with the Corporations Act __ __ (Signature) (Signature) Date: _//__

This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged at: (a) Suite 1, 1233 High Street, Armadale, Victoria, 3143; or

(b) Facsimile number (03) 9824 8161

by 10.30 am, Thursday, 28 April 2011, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.

PROXY AND 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.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at or sent by facsimile transmission to the registered office of the Company at Suite 1, 1233 High Street, Armadale, Victoria, 3143 or facsimile (03) 9824 8161 not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The proxy may, but need not, be a member of the Company. A proxy form is attached to this Notice.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

Special Resolution

Resolution 2 is proposed as a special resolution. To be passed, at least 75% of the votes cast on the resolution by shareholders (by number of shares) must be in favour of the resolution.

Voting Entitlement

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members as at 5 pm, Friday 29 April 2011 are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

WEST WITS MINING LIMITED ABN 89 124 894 060

("the Company")

GENERAL MEETING EXPLANATORY MEMORANDUM

1. PURPOSE OF INFORMATION

This Explanatory Memorandum is dated 30 March 2011 and accompanies and forms part of the Company's Notice of General Meeting to be held at 10.30 am on Monday, 2 May 2011 at:

Suite 1, 1233 High Street, Armadale Victoria, Australia, 3143

The Notice of General Meeting incorporates, and should be read together with, this Explanatory Memorandum.

2. BACKGROUND

On or about 1 February 2011, the Company entered into a binding Heads of Agreement with Paniai Gold Limited ACN 134 742 359 ( Paniai ), whereby, subject to certain conditions precedent including the completion of due diligence and obtaining requisite shareholder approvals, the Company agreed to acquire Paniai’s interest in the Derewo River Gold Project (described below) through the acquisition of 100% of the issued capital in Nugold Company Limited, a Hong Kong Corporation ( Nugold Hong Kong ).

Nugold Hong Kong acts as the holding company for Paniai’s interest in the Derewo River Gold Project.

Nugold Hong Kong holds its interest in the Derewo River Gold Project through its Indonesian subsidiary PT.Nugold Indonesia ( Nugold Indonesia ). Nugold Indonesia owns 50% of the issued capital in the Indonesian company PT.Madinah Qurratta’ain ( PT MQ ). PT MQ is the holder the licences and contractual rights comprising the Derewo River Gold Project.

The Derewo River Gold Project

The Derewo River Gold Project consists of mining and exploration rights and applications over an aggregate area of approximately 129,000 hectares centred on the Derewo River located within the central mountains of the Papua Province in Indonesia. Specifically these rights and applications consist of:

a granted mining lease over an area of approximately 40 hectares;
an advanced mining lease application in respect of an area of approximately 491 hectares;
an exploration permit approved by the local Paniai Regency government and awaiting registration; and
additional advanced exploration permit applications.

As far as the Company is aware, Paniai has complied with all relevant legislation in respect of the preparation and lodgement of its mining and exploration applications. The exploration permits and applications collectively cover various drainage areas up and downstream of the granted 40 hectare mining lease. The exploration permit applications cover a substantial part of the area in the vicinity of the granted mining lease, however other applicants have applications pending approval in areas including to the north-east and south of the granted mining lease.

Mining laws in Indonesia were significantly changed in January 2009 with the introduction of new legislation concerning mineral and coal mining. Among other things, the new legal regime was designed to provide greater certainty of tenure in respect of existing and future mining rights, which is intended to be achieved in part by the creation of a central registry and database. During the transition period between the old and new mining regime, Paniai has taken the requisite action to ensure that its applications and permits are recognised and valid under the new law.

The Derewo River Gold Project is located approximately 110km north-west of Freeport-McMoRan Copper & Gold Inc’s Grasberg complex. The mining area was discovered in 2004 with local artisanal miners mining isolated alluvial gold pockets in the downstream of the Derewo River close to Nabire. This led to the discovery of high concentrations of alluvial gold in the Derewo River where it exits the central mountains of the Papua Province. This area has shown potential with reports of substantial amounts of gold having been extracted over the last few years.

The source of the alluvial gold is potentially local, based on the size and shape of the nuggets discovered and the evidence of gold mineralisation from float samples observed within the mining area by independent geologists. The float samples

consist of graphitic slates with associated quartz veining. Evidence of silicification and hydrothermal alteration with fresh massive pyrite and disseminated chalcopyrite, sphalerite and galena indicate the potential for a larger mineralised system nearby which could provide a target to explore for a hard rock source.

Through Nugold Indonesia and PT.MQ, Nugold Hong Kong owns a 50% interest in the alluvial gold project and a 50% interest in the wider registered exploration applications which provides the opportunity for hard rock exploration potential. The 50% interest in the wider registered exploration applications can be increased to an 80% interest through the Company committing further exploration expenditure of up to US$2 million to progressively earn up to a further 30% interest. This right is subject to the right of the remaining shareholders of PT.MQ to participate in future exploration expenditure. Indications at this stage are that the remaining shareholders in PT.MQ would not elect to contribute to further exploration expenditure (and therefore allow the Company to increase its interest in the wider exploration applications up to 80%), however the Company can not guarantee that those parties will not elect to participate and by doing so preserve their 50% interest.

PT.MQ intends to undertake modern small scale hydraulic mining operations at multiple sites targeting low-cost gravity recovery of gold from alluvial gravels. This development program is intended to be pursued in three stages.

The initial stage of the planned operations involved dissembling and moving earthmoving equipment, primarily excavators and loaders, to an existing mine site by heavy lift helicopter where it will be re-assembled and used to undertake preparations of the first mining area. In line this with this plan an excavator and front-end loader have been relocated to the site.

Subsequent to the above, it is intended that the second stage will first involve the completion of mine access roads and water supply dams using earth moving equipment and the installation of pipelines and water cannons, a sluice concentrate processing facility and environmental monitoring office, which will be followed by commencement of mining operations at the site.

Finally, PT.MQ intends to expand operations to multiple areas with multiple mining operations proceeding at the same time. At this time, it is intended to commence exploration for the hard-rock source of the Derewo River alluvials.

An Environmental Impact Statement relating to the above has been submitted and is currently in an advanced stage of processing. Additionally, a Landowners Agreement has been entered into with the local indigenous Wolami People which was one of the first of its kind in Papua Providence.

Consideration

The acquisition by the Company of 100% of the issued capital in Nugold Hong Kong (though still subject to further due diligence) and the completion of the capital raising described in section 2 are both subject to shareholder approval. The transaction is effectively a share swap with the consideration for the acquisition being satisfied by the issue of:

80 million new ordinary fully-paid shares in the Company;
46 million new performance shares in the Company; and
12.5 million options in Company;

to the shareholders of Paniai or nominee/s.

The terms of securities to be issued in consideration of the acquisition of Nugold Hong Kong are described in further detail in the notes to Resolution 3 in this Explanatory Memorandum.

Capital Raising

The acquisition of Paniai’s interest in the Derewo River Gold Project is subject to the Company completing a capital raising of approximately $3.5 million.

To achieve this, the Company has entered into a mandate letter with BGF Equities Pty Ltd ACN 129 383 884 ( BGF ) to place with their institutional and high net worth clients, on a best endeavours basis:

the existing shareholding of Mintails Limited ACN 008 740 672 ( Mintails ) of 33.75 million shares in the Company at 5 cents per share (Mintails has agreed that the funds raised through this placement will be directed to the Company in order to finalise Mintails’ repayment obligations which were the subject of the Company’s announcement to ASX Limited (“ ASX ”) on 22 October 2010 and as an alternative to the share buy-back described in that announcement); and
a further 33.75 million new ordinary fully paid shares at 4 cents per share with free attaching options issued on the basis of one option for each four new shares subscribed (being the shares and options the subject of Resolution 4 which are described further in the notes relating to Resolution 4 in this Explanatory Memorandum).

Additionally, as part of the capital raising and as announced to the ASX on 3 February 2011, the Company will also undertake a share purchase plan for existing shareholders to raise up to $500,000 through the issue of 12.5 million shares

at 4 cents per share, with free attaching options issued on the basis of one option for every four new shares subscribed. Each attaching option will be exercisable at 8 cents ($0.08) and expire on, or before, 1 February 2014.

The capital raising described above, the new share component of which is subject to shareholder approval, will generate approximately $3.5 million which will be used:

at the Derewo River Gold Project to establish modern small-scale alluvial operation (as described above): and
to complete the drill program at the Company’s existing Monarch Resource and gap area both located along strike and directly south of the Emerald Gold Project; and
progress investigations at the Company’s LIP target, which was the subject of an announcement to the ASX on 4 November 2011.

The effect of the capital raising and the issue of the consideration securities on the issued capital of the Company is set out in the table below:

	Ordinary Shares	Ordinary Shares
	Number of existing ordinary shares	160,222,340*
	Capital Raising New shares issued under BGF placement New shares issued under share purchase plan	33,750,000 12,500,000
	Consideration New shares issued as consideration	80,000,000
	Total Shares after completion of capital raising and acquisition	286,472,340
	Options
	Number of Existing Options	18,811,300
	Capital Raising New shares issued under BGF placement New shares issued under share purchase plan	8,437,500 3,125,000
	Consideration Newoptionsissued as consideration	12,500,000
	Total options after completion of capital raising	42,873,800
	Performance Shares
	Numberof ExistingPerformance Shares	Nil
	New Performance Sharesissues as consideration	46,000,000

Includes a notional 38,250,000 shares which DRD Gold Limited (“DRD”) are entitled to acquire through conversion of its shareholding in the Company’s South African subsidiary West Wits SA, which conversion is subject to South African regulatory processes as disclosed in the Company’s IPO Prospectus of 15 November 2007.

The Company had previously announced its intention to undertake initiatives to place the Mintails shareholding, secure new institutional support and continue exploration of the Company’s West Rand assets as well as securing further gold projects. The acquisition of an interest in the Derewo River Gold Project and the capital raising described above are consistent with this approach.

3. RESOLUTIONS

RESOLUTION 1: AUTHORITY FOR CAPITAL RAISING

ASX Listing Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities (i.e. shares, options and/or convertible securities) which amount to more than 15% of its ordinary securities in a rolling 12 month period without the approval of its shareholders. Furthermore, equity securities issued with the approval of holders of a company’s ordinary securities in accordance with ASX Listing Rule 7.1 are not then required to be included in the 15% limit imposed by ASX Listing Rule 7.1.

The purpose of Resolution 1 is to obtain shareholder approval for the issue of up to 33.75 million ordinary fully paid shares at an issue price of 4 cents per share ($0.04) together with up to 8,437,500 free attaching options, to be issued on the basis of one option for every four new shares subscribed.

The shares the subject to Resolution 1 will be fully paid ordinary shares, and will rank equally with the existing ordinary shares of the Company.

The options the subject of Resolution 1 shall have the terms set out in Schedule Two to this Explanatory Memorandum. In summary, each option shall convert, upon exercise, to one ordinary fully paid share in the Company, have an exercise price of eight cents ($0.08) and an expiry date which is 3 years from the date of issue.

The Company has granted BGF a mandate to place the shares and options the subject of Resolution 1 to professional and sophisticated investors to whom offers can be made without the requirement for a disclosure document pursuant to Chapter 6D of the Corporations Act 2001. In addition to the placement of the shares and options the subject of Resolution 1, BGF

have also been granted a mandate to place 33.75 million existing shares in the Company currently held by Mintails, on the terms described in section 2 of this Explanatory Memorandum.

ASX Listing Rule 7.3 requires that the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 7.1 must include the following information:

(i) the maximum number of securities the entity is to issue:
33.75 million shares and 8,437,500 attaching options.
(ii) the date which the Company will issue the securities:
Within 3 months of the shareholder approval.
(iii) the issue price of the securities:

Four cents per share ($0.04) plus free attaching options

(iv) the names of the allottee:

Client’s of BGF, as described above.

(v) the terms of the securities:

Described above.

(vi) the intended use of the funds raised:

Assuming all the shares are placed, $1,687,500 will be raised through the issue. These, and other funds raised through the remainder of the capital raising outlined in section 2 of this Explanatory Memorandum, will be used to fund the advancement of the Company’s activities both in South Africa and in respect of the Derewo River Gold Project.

RESOLUTION 2: PERFORMANCE SHARES

The Company seeks shareholder approval to create a new class of performance shares on the terms and conditions set out in Schedule One (“ Performance Shares ”).

Resolution 2 is a special resolution, accordingly to be passed at least 75% of the votes cast on the resolution by shareholders (by number of shares) must be in favour of the resolution.

Under clause 2.2 of the Company’s Constitution, the Company may issue performance preference shares if the rights and restrictions attaching to those shares are set out in a special resolution passed by the members of the Company.

Section 246C(5) of the Corporations Act 2001 (Cth) provides that if a company has one class of share and seeks to issue a new class of share, that issue is taken to vary the rights attached to the shares already issued. Under section 246B(1) of the Corporations Act, if a company has a constitution which sets out the procedure for varying or cancelling rights attached to shares in a class of shares, those rights may be varied or cancelled only in accordance with that procedure. In accordance with clause 11.1 of the Company’s Constitution, all or any of the rights or privileges attached to any class of shares may be varied with the sanction of special resolution passed at a meeting of the holders of the shares of the class being varied.

Accordingly, the company seeks approval from the shareholders for the issue of the Performance Shares, having the terms set out in Schedule One of this Explanatory Memorandum, as a new class of share.

The Company will also seek approval in Resolution 3 from shareholders to issue the Performance Shares.

RESOLUTION 3: ISSUE OF CONSIDERATION SECURITIES

In accordance with the terms of the Company’s agreement with Paniai, the Company is to acquire a 100% interest in Nugold Hong Kong through the issue of:

80 million new ordinary fully-paid shares in the Company (“ Consideration Shares
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46 million new performance shares in the Company (“ Consideration Performance Shares ”); and
12.5 million options in Company (“ Consideration Options ”).

(the above collectively “ Consideration Securities ”)

The Consideration Securities shall be issued to the 57 shareholders of Paniai (or nominee/s thereof) in proportions directed by Paniai. The effect of the issue of the Consideration Securities is considered in the table below.

Consideration Securities	Consideration Securities

Ordinary Shares (approximate aggregate % voting interest in Company held by recipients *)	Performance Shares (approximate aggregate % total voting interest in Company held by recipients on conversation**)	Options
80,000,000(27.93%+)	46,000,000(37.90%+)	12,500,000

Assuming capital raising described in section 2 of this Explanatory Memorandum is fully subscribed and no Performance Shares or options are converted.
** Assuming no options are exercised or further ordinary shares issued prior to conversion of Performance Shares.
+ Total issued capital of 286,472,340 prior to conversion of Performance Shares (which include DRD shares – see table in section 2). Total issued capital of 332,472,340 following conversion of Performance Shares.

The issue of the Consideration Securities will occur subsequent to, and subject to completion of, the capital raising described in section 2 of this Explanatory Memorandum.

The terms of the Consideration Performance Shares are set out in Schedule One of this Explanatory Memorandum. By way of summary, each Consideration Performance Share shall convert to one ordinary fully paid share in the Company upon, and subject to, the Derewo River Gold Project achieving aggregate production of 20,000 ounces of gold within 2 years of completion of the Company’s acquisition of Nugold Hong Kong.

The terms of the Consideration Options are set out in Schedule Two to this Explanatory Memorandum. In summary, each option issued pursuant to Resolution 3 shall convert, upon exercise, to one ordinary fully paid share in the Company, have an exercise price of eight cents ($0.08) and an expiry date which is 5 years from the date of issue.

(ii) the maximum number of securities the entity is to issue:

80 million ordinary fully paid shares, 46 million performance shares and 12.5 million options.

(iii) the date which the Company will issue the securities:

Within 3 months of the shareholder approval subject to completion of the acquisition of Nugold Hong Kong.

(iv) the issue price of the securities:

The securities will be issued in consideration of the sale of all of the issued capital of Nugold Hong Kong to the Company.

(v) the names of the allottee:

The Consideration Securities will be allotted to the shareholders of Paniai, as described above.

(vi) the terms of the securities:
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Described above.

(vii) the intended use of the funds raised:

Not applicable, no funds will be raised as the shares, performance shares and options will be issued as consideration for the acquisition of Nugold Hong Kong.

RESOLUTION 4: ISSUE OF OPTIONS IN CONNECTION WITH CAPITAL RAISING

The options to subject of Resolution 4 will have the terms set out in Schedule Two to this Explanatory Memorandum. In summary, each option issued pursuant to Resolution 4 shall convert, upon exercise, to one ordinary fully paid share in the Company, have an exercise price of eight cents ($0.08) and an expiry date which is 5 years from the date of issue.

The options are to be issued to parties in connection with services provided in respect of the acquisition of Paniai’s interest in the Derewo River Gold Project and the capital raising. Specifically, 12.5 million options will be issued to BGF and 5 million options will be issued to Peregrine Corporate Limited ( Peregrine Corporate ).

(a) the maximum number of securities the entity is to issue:

17.5 million options.

(b) the date which the Company will issue the securities:

Within 3 months of the shareholder approval.

Nil issue price, the options will be issued in consideration of services provided to the Company.

(ii) the names of the allottee:

Described above, BGF and Peregrine Corporate.

(iii) the terms of the securities:

Described above.

(iv) the intended use of the funds raised:

There will be no funds raised through the issue of the options.

RESOLUTION 5: ISSUE OF OPTIONS TO DIRECTOR – MICHAEL QUINERT

Listing Rule 10.11 requires a company to obtain the approval of shareholders to issue shares and options to a related party of the Company. A related party includes a director of the Company. Passing Resolution 5 will permit Michael Quinert (or his nominee) to acquire 500,000 options in the Company.

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	1,757,500	3,976,192
Total	1,757,620	3,976,192

The options are to be issued to Mr Quinert (or his nominee) in connection with his appointment as acting Chief Executive Officer of the Company in recognition of the increased commitment this appointment will require. Mr Quinert’s appointment has deferred the need to, and cost of, appointing a new Chief Executive Officer at this stage.

The terms of the options the subject of Resolution 5 are set out in Schedule Two to this Explanatory Memorandum. In summary, each option issued pursuant to Resolution 5 shall convert, upon exercise, to one ordinary fully paid share in the Company, have an exercise price of ten cents ($0.10) and an expiry date which is 5 years from the date of issue.

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. This rule does not apply in respect of an issue made with the approval of holders of ordinary securities under ASX Listing Rule 10.11. 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, 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 name of the person:

Michael Quinert or his nominee.

(b) the maximum number of securities to be issued or the formula for calculating the number of securities to be issued to the person:

500,000 options.

The Company will issue the options within 1 month of the date of the General Meeting.

(v) if the person is not a director, a statement of the relationship between the person and the director which requires the approval to be obtained:

Not applicable.

(vi) the issue price of the securities and a statement of the terms of the issue::

Described above.

(vii) the intended use of the funds raised:

No funds will be raised by the issue of options the subject of Resolution 5.

RESOLUTION 6: ISSUE OF OPTIONS TO DIRECTOR – HULME SCHOLES

Listing Rule 10.11 requires a company to obtain the approval of shareholders to issue shares and options to a related party of the Company. A related party includes a director of the Company. Passing Resolution 6 will permit Hulme Scholes (or his nominee) to acquire 250,000 options in the Company.

Prior to the passing of Resolution 6, neither Mr Scholes nor any of his associates held any shares or options in the Company.

The options are to be issued to Mr Scholes (or his nominee) in recognition of and in connection with his appointment as a non-executive Director of the Company as announced to the ASX on 22 March 2011.

The terms of the options the subject of Resolution 6 are set out in Schedule Two to this Explanatory Memorandum. In summary, each option issued pursuant to Resolution 6 shall convert, upon exercise, to one ordinary fully paid share in the Company, have an exercise price of ten cents ($0.10) and an expiry date which is 5 years from the date of issue.

(a) the name of the person:

Hulme Scholes or his nominee.

(b) the maximum number of securities to be issued or the formula for calculating the number of securities to be issued to the person:

250,000 options.

The Company will issue the options within 1 month of the date of the General Meeting.

(viii) if the person is not a director, a statement of the relationship between the person and the director which requires the approval to be obtained:

Not applicable.

(ix) the issue price of the securities and a statement of the terms of the issue::

Described above.

(x) the intended use of the funds raised:

No funds will be raised by the issue of options the subject of Resolution 6.

Schedule One Terms of Consideration Performance Shares

The redeemable performance shares (“the Performance Shares”) shall be non-voting converting shares having and subject to the following special terms:

(a) Each Performance Share shall automatically convert to one ordinary share upon and subject to the Derewo River Gold Project achieving an aggregate production of 20,000 ounces of gold within 2 years of the date on which the Performance Shares are issued (“Production Milestone”);
(b) If the Production Milestone does not occur within 2 years of the date on which the Performance Shares are issued the Performance Shares shall cease to be capable of conversion to an ordinary share and shall be subject to redemption by the Company by payment to the holder of one dollar ($1.00) for every ten million (10,000,000) (or part thereof) Performance Shares held by the holder. Dispatch of payment (whether by ordinary cheque or otherwise) of the applicable amount to the holder shall be sufficient evidence of payment being made by the Company, whether or not actually received or accepted by the holder;
(c) By acceptance of a Performance Shares, and as a condition to their allotment and issue, the holder shall be deemed to have agreed to cancellation by redemption pursuant to clause (b);
(d) Holders of Performance Shares shall have the same right to receive notices, reports and audited accounts from the Company as holders of ordinary shares, and to attend but (prior to conversion) not speak or vote at General Meetings of the Company;
(e) Prior to conversion, Performance Shares carry no rights to receive dividends, distributions or any return of capital (unless and until converted to ordinary shares), and do not entitle the holder to any priority over holders of ordinary shares.
(f) Any certificate evidencing the Performance Shares shall include an endorsement that the Performance Shares are subject to special terms of issue set out above before the Performance Shares convert to ordinary shares, and failing the occurrence or fulfilment of which the Performance Shares shall be subject to redemption and cancellation, and that it is the responsibility of any person receiving the certificate to make its own enquiries about the status of the Performance Shares;
(g) The terms of Performance Shares shall otherwise be the same as ordinary shares.
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Schedule Two Options Terms

Common Option Terms

Each of the options referred to in Resolutions 1,3,4,5 and 6 shall have the following common terms:

Each option entitles the holder to one ordinary fully paid share upon exercise.
Option may be exercised by completing the option exercise form 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. Any option that has not been exercised prior to the Expiry Date automatically lapses.
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.

Variable Options Terms

Options referred to in Resolution 1

In addition to the common terms set out above the options referred to in Resolution 1 shall have the following terms:

The options are exercisable at any time prior to 5.00pm Melbourne on the day which is three (3) years from the date on which the options are issued (“Expiry Date”).
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.

Options referred to in Resolutions 3 and 4

In addition to the common terms set out above the options referred to in Resolutions 3 and 4 shall have the following terms:

The options are exercisable at any time prior to 5.00pm Melbourne on the day which is five (5) years from the date on which the options are issued (“Expiry Date”).
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.

Options referred to in Resolutions 5 and 6

In addition to the common terms set out above the options referred to in Resolutions 5 and 6 shall have the following terms:

The options are exercisable at any time prior to 5.00pm Melbourne on the day which is five (5) years from the date on which the options are issued (“Expiry Date”).
The exercise price is payable in full on exercise for each Option that is exercised and is equal to $0.10 (ten cents) per option.

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WEST WITS MINING LIMITED — AGM Information 2011

66091_rns_2011-03-30_98d4c859-1f8b-41e7-a231-ffacbe7a98d8.pdf

WEST WITS MINING LIMITED

NOTICE OF GENERAL MEETING

PROPOSED RESOLUTIONS

RESOLUTION 1: AUTHORITY FOR CAPITAL RAISING AND PLACEMENT

Voting Exclusion

RESOLUTION 2: PERFORMANCE SHARES

RESOLUTION 3: ISSUE OF CONSIDERATION SECURITIES

Voting Exclusion

RESOLUTION 4: ISSUE OF OPTIONS IN CONNECTION WITH CAPITAL RAISING

Voting Exclusion

RESOLUTION 5: ISSUE OF OPTIONS TO DIRECTOR- MICHAEL JAMES QUINERT

Voting Exclusion

RESOLUTION 6: ISSUE OF OPTIONS TO DIRECTOR – MR HULME SCHOLES

Voting Exclusion

WEST WITS MINING LIMITED ABN 89 124 894 060 PROXY FORM

Proxy Instructions

PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

Corporate Representatives

Special Resolution

Voting Entitlement

WEST WITS MINING LIMITED ABN 89 124 894 060

GENERAL MEETING EXPLANATORY MEMORANDUM

1. PURPOSE OF INFORMATION

2. BACKGROUND

The Derewo River Gold Project

Consideration

Capital Raising

3. RESOLUTIONS

RESOLUTION 1: AUTHORITY FOR CAPITAL RAISING

RESOLUTION 2: PERFORMANCE SHARES

RESOLUTION 3: ISSUE OF CONSIDERATION SECURITIES

(the above collectively “ Consideration Securities ”)

(iv) the issue price of the securities:

RESOLUTION 4: ISSUE OF OPTIONS IN CONNECTION WITH CAPITAL RAISING

17.5 million options.

RESOLUTION 5: ISSUE OF OPTIONS TO DIRECTOR – MICHAEL QUINERT

RESOLUTION 6: ISSUE OF OPTIONS TO DIRECTOR – HULME SCHOLES

250,000 options.

Not applicable.

Described above.

Schedule One Terms of Consideration Performance Shares

Schedule Two Options Terms

Common Option Terms

Variable Options Terms

Options referred to in Resolution 1

Options referred to in Resolutions 3 and 4

Options referred to in Resolutions 5 and 6

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WEST WITS MINING LIMITED AGM Information 2011