WEST WITS MINING LIMITED

[ACN 124 894 060]

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2012 Annual General Meeting of West Wits Mining Limited ("the Company" or "West Wits") will be held at Giorgios Function Room, 1235 High Street, Armadale, Victoria 3143 on Thursday 22 November 2012 at 10.00am (Melbourne, Victoria time).

Further details in respect of each of the resolutions proposed in this Notice of Annual General Meeting are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting. The details of the resolution contained in the Explanatory Memorandum should be read together with, and form part of, this Notice of Annual General Meeting.

BUSINESS

ANNUAL FINANCIAL STATEMENTS

To receive and consider the Annual Financial Statements of the Company for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

RESOLUTION 1 – REMUNERATION REPORT

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

“THAT the Company approves the adoption of the Remuneration Report for the year ended 30 June 2012.”

Voting Note:

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report, or any of that person’s closely related parties (such as close family members and any controlled companies of those persons) (collectively referred to a “Restricted Voter”). However, the Company need not disregard a vote if:

it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1;
it is not cast on behalf of a Restricted Voter.

RESOLUTION 2 – RE-ELECTION OF MR MICHAEL JAMES QUINERT, EXECUTIVE CHAIRMAN AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“THAT in accordance with the Company’s Constitution and ASX Listing Rule 14.4, Mr Michael James Quinert, having consented to act and being eligible for re-election, be re-elected as a director of the Company.”

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RESOLUTION 3 – RE-ELECTION OF MR NIEL PRETORIUS AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“THAT in accordance with the Company’s Constitution and ASX Listing Rule 14.4, Mr Niel Pretorius, having consented to act and being eligible for re-election, be re-elected as a director of the Company.”

RESOLUTION 4 – APPROVAL OF 10% SHARE PLACEMENT FACILITY

To consider, and if thought fit, pass the following as a special resolution:

“THAT for the purposes of Listing Rule 7.1A shareholders approve the Company having the additional capacity to issue fully paid ordinary shares in the capital of the Company up to a maximum number permitted under ASX Listing Rule 7.1A at an issue price which is not less than 75% of the volume weighted average market (closing) price of the Company's listed ordinary shares calculated over the last fifteen (15) days on which trades of the Company’s ordinary shares were recorded on ASX immediately before the date on which the issue price is agreed or the date the issue is made as described in the Explanatory Memorandum which accompanies and forms part of this Notice of Annual General Meeting."

Voting Note:

If as at the time of the Annual General Meeting, the Company:

is included in the S&P/ASX 300 Index; and/or
has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of greater than AU$300 million,

then this Resolution will be withdrawn.

Voting Exclusion Statement:

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

persons who may participate in the proposed issue and persons who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed; or
an associate of those persons.

However, the Company need not disregard a vote on this Resolution 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.

Dated: 15 October

By the order of the Board

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Ms Terri Bakos Company Secretary

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

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 the registered office of the Company or sent by facsimile transmission to the Company's registered office on (03) 9620 5865 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.

Directing your proxy for Resolution 1 (Remuneration Report)

If you appoint the person chairing the meeting as your proxy and you are not a Restricted Voter, by marking the box and submitting the Proxy Form you authorise the person chairing the meeting (the Chair) to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1.

If you have appointed the Chair as your proxy he or she can only cast your votes on Resolution 1 if you expressly authorise him or her to do so by marking the box on the proxy form or if you direct the Chair how to vote by marking either ‘for, ‘against’ or ‘abstain’ for that item of business.

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.

Voting Entitlement

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members as at 7.00pm on Tuesday 20 November 2012 (Melbourne, Victoria time) 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.

Special Resolution

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

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WEST WITS MINING LIMITED

[ACN 124 894 060]

("the Company")

EXPLANATORY MEMORANDUM

This Explanatory Memorandum (“this Memorandum”) accompanies and forms part of the Company’s Notice of 2012 Annual General Meeting to be held at Giorgios Function Room, 1235 High Street, Armadale, Victoria 3143 on Thursday 22 November 2012 at 10.00am (Melbourne, Victoria time). The Notice of 2012 Annual General Meeting incorporates, and should be read together with, this Memorandum.

BUSINESS

ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

The Annual Financial Statements of the Company, together with the the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report, for the year ended 30 June 2012 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 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 Annual Financial Statements.

The Company’s Annual Financial Statements for the year ended 30 June 2012 are set out in the Company’s 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 located at Suite 1, 1233 High Street, Armadale, Victoria, 3143 (telephone (03) 8676 0225).

RESOLUTION 1 – 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 2012 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. 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.

If you appoint the Chair of the meeting as your proxy (or if he may be appointed by default) and do not either (a) direct him how to vote on this Resolution or (b) provide your express consent to the Chair voting your undirected proxy on this Resolution, he will not vote your proxy on those items of business. Accordingly, if you appoint the Chair of the meeting as your proxy (or if he may be appointed by default) and you want your shares to be voted on that item of business, you should either (a) direct him how to vote on this Resolution or (b) tick the box on the proxy form to confirm your consent to the Chair voting your undirected proxy on this Resolution.

Other directors of the Company, any other of its key management personnel or any of their closely related parties will not be able to vote undirected proxies held by them on this Resolution. Key management personnel of the Company comprise 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 2012. Their closely related parties are defined in the Corporations Act 2001 (Cth) and include specified family members, dependents and companies they control.

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RESOLUTION 2 – RE-ELECTION OF MR MICHAEL JAMES QUINERT, EXECUTIVE CHAIRMAN AS A DIRECTOR

Pursuant to the Constitution of the Company, one-third of the Directors or, if their number is not a multiple of three, the number nearest to one-third, except the Managing Director, are required to retire by rotation at each Annual General Meeting. Accordingly, one director is required to retire by rotation at the 2012 Annual General Meeting.

Additionally, under ASX Listing Rule 14.4, a director must not hold office without re-election past the third annual general meeting following the director's appointment, or three years whichever is longer. A director who retires in accordance with these provisions is eligible for re-election.

Accordingly, Mr Quinert retires by rotation and, being eligible, offers himself for re-election.

Mr Quinert graduated with degrees in economics and law from Monash University in 1984 and 1985 respectively and has over 20 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. Mr Quinert has extensive experience in assisting and advising public companies on capital raising and market compliance issues and has regularly advised publicly listed mining companies.

The non-candidate directors unanimously support the re-election of Mr Michael James Quinert.

RESOLUTION 3 – RE-ELECTION OF MR NIEL PRETORIUS AS A DIRECTOR

Accordingly, Mr Pretorius retires by rotation and, being eligible, offers himself for re-election.

Mr Pretorius was appointed Chief Executive Officer of DRDGold Limited on 1 January 2009. After joining DRD on 1 May 2003 as legal advisor, he was promoted to the position of Group Legal Counsel on 1 September 2004 and General Manager, Corporate Services on 1 April 2005. Mr Pretorius was appointed CEO of DRDGold SA on 1 July 2006 and Managing Director on 1 April 2008.

Mr Pretorius is also a director of Rand Refinery Limited. Mr Pretorius has 15 years’ experience in the mining industry.

The non-candidate directors unanimously support the re-election of Mr Niel Pretorius.

RESOLUTION 4 – APPROVAL OF 10% SHARE PLACEMENT FACILITY

This Resolution is proposed as a special resolution to obtain shareholder approval for the Company to have the additional capacity to issue up to the maximum quantity of fully paid ordinary shares in the capital of the Company as outlined in paragraph (a) below to and amongst existing holders of ordinary shares and new investors comprising professional and sophisticated investors and clients of Australian Financial Service Licence holders and/or their nominees or other exempt investors to whom the Company may make placement offers (“Additional Capacity”).

The ability of the Company to issue fully paid ordinary shares under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

At the date of the Company’s Notice of Annual General Meeting, the Company has the capacity to issue:

i) 38,358,351 Equity Securities under ASX Listing Rule 7.1; and

ii) 25,572,234 Equity Securities under ASX Listing Rule 7.1A, subject to shareholder approval under this resolution 4.

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ASX Listing Rule 7.1A2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after approval, a number of ordinary shares calculated using the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of the issue or agreement:

(A) plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rules 7.1 and 7.4; and
(D) less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.
E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.1A and 7.3A:

(a) The issue price of the shares under the Additional Capacity will be determined at the time of issue, but will not be less than 75% of the volume weighted average market (closing) price ("VWAP") of the Company's listed ordinary shares calculated over the last fifteen (15) days on which sales of ordinary shares were recorded on ASX before:
(i) the date on which the price at which the shares are to be issued is agreed; or
(ii) if the shares are not issued within 5 trading days of the date in paragraph (a)(i) above, the date on which the issue of the shares is made.
(b) An issue of ordinary shares under the Additional Capacity may result in an economic and voting dilution for existing holders of ordinary shares including a risk that:
(i) The market price for the ordinary shares may be significantly lower on the issue date as compared with the market price as at the date of this Annual General Meeting; and
(ii) The ordinary shares may be issued at a price that is at a discount to the market price prevailing on the date such ordinary shares are issued.

The table below provides three scenarios of the potential impact on an existing ordinary shareholder holding 1% of the Company’s ordinary shares on issue at the date of this Explanatory Memorandum if the maximum number of ordinary shares allowable are issued under the Additional Capacity.

For the purposes of the table below:

(i) A 1% shareholding in the Company represents 2,557,223 shares;
(ii) The closing market price of the Company’s shares on the day immediately prior to the date of the Company’s Notice of Annual General Meeting is $0.019 per share; and
(iii) The current dollar value of the 1% shareholding in the Company (based on the above market price) represents $48,587.

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		50% decrease in current market price	No variance in current market price	50% increase in current market price
As at date of placement: No increase in ordinary shares on issue 255,722,340 shares	Issue Price	$0.0095	$0.019	$0.0285
	10% additional share issue	25,572,234 shares	25,572,234 shares	25,572,234 shares
	Funds raised	$242,936	$485,872	$728,808
	Existing 1% shareholders percentage shareholding following issue	0.91%	0.91%	0.91%
	Value of existing 1% shareholding following issue	$24,294	$48,587	$72,881
50% increase in ordinary shares on issue 383,583,510 shares	10% additional share issue	38,358,351 shares	38,358,351 shares	38,358,351 shares
	Funds raised	$364,404	$728,808	$1,093,213
	Existing 1% shareholders percentage shareholding following issue	0.61%	0.61%	0.61%
	Value of existing 1% shareholding following issue	$24,294	$48,587	$72,881
100% increase in ordinary shares on issue 511,444,680 shares	10% additional share issue	51,144,467 shares	51,144,467 shares	51,144,467 shares
	Funds raised	$485,872	$971,744	$1,457,617
	Existing 1% shareholders percentage shareholding following issue	0.45%	0.45%	0.45%
	Value of existing 1% shareholding following issue	$24,294	$48,587	$72,881

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of securities available to it under the 10% placement facility;
(ii) The issue price of securities under the 10% placement facility assumes that the maximum allowable discount of 75% of the market price at the time of issue has been applied to calculate the issue price of the placement shares;
(iii) The table shows only the effect of issues of securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.
(iv) The issue of securities under the 10% placement facility consists only of shares. If the issue of securities includes options, it is assumed that the options are exercised into shares for the purpose of calculating the voting dilution effect on existing shareholders.
(c) The maximum number of fully paid ordinary shares in the capital of the Company that the Company may issue under the Additional Capacity is up to 10% of the sum of the number of ordinary shares on issue 12 months prior to the date of issue and the number of ordinary shares issued during that period pursuant to certain exceptions provided for in the ASX Listing Rules (for example by way of a pro-rata share issue).
(d) The shares may be issued and allotted on a date, or progressively on dates, on or before the first to occur of the following:
- (i) the date that is twelve (12) months after the date of the Annual General Meeting (or such other date as is permitted by an ASX waiver of the ASX Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission); and

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(ii) the date the holders of ordinary shares approve a change of the Company’s activities under ASX Listing Rule 11.1.2 or the Company’s disposal of its main undertaking under ASX Listing Rule 11.2.
(e) The approval for the Additional Capacity to issue ordinary shares to which this Resolution relates will cease to be valid and no ordinary shares may be issued by the Company under that the Additional Capacity immediately following the holders of ordinary shares approving a change of the Company’s activities under ASX Listing Rule 11.1.2 or the Company’s disposal of its main undertaking under ASX Listing Rule 11.2.
(f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue under the 10% placement capacity. The identity of the allottees under the 10% placement capacity will be determined on a case by case basis having regard to the factors including the following:
- (i) The methods of raising funds that are available to the Company, including a rights issue or other issue in which existing shareholders can participate;
- (ii) The effect of the issue of the shares issued under the 10% placement capacity on the control of the Company;
- (iii) The financial situation and solvency of the Company; and
- (iv) Advice from corporate, financial and broking advisors (if applicable).

The allottees under the 10% placement capacity have not been determined as at the date of finalisation of this Notice of Meeting and may include existing shareholders or substantial shareholders and/or new shareholders, but the allottees cannot include any directors, related parties or associates of a related party of the Company without further specific shareholder approval.

(g) The shares to be issued in accordance with this Resolution will be fully paid ordinary shares in the capital of the Company having the same terms and rights as, and ranking equally with, the Company's existing listed fully paid ordinary shares. The Company will apply to ASX for quotation of the shares.
(h) The Company may issue ordinary shares under the Additional Capacity for various purposes and in some circumstances the Company may not receive any cash in respect of the issue. Some of the purposes may include:
(i) raising funds to further develop the Company’s current projects;
(ii) raising funds to be applied to the Company’s working capital requirements;
(iii) acquiring interests in potential mining development opportunities. In these circumstances the issue of the ordinary shares may be made in substitution for the Company making a cash payment for the assets. If the Company elects to issue the ordinary shares for the purpose of acquiring assets then the Company will release to the market a valuation of the assets prior to issuing the shares; and
(iv) paying suppliers to the Company. The Company does not anticipate receiving any cash in relation to the issue of ordinary shares for this purpose.

Details regarding the purpose for which any particular issue under the Additional Capacity is made will be more fully detailed in an announcement to the ASX at the time the issue is made. The total amount that may be raised by the issue of shares under the Additional Capacity will depend on the price of the shares determined at the time of issue in accordance with this Resolution.

(i) The Company has not previously obtained the approval of ordinary shareholders for an Additional Capacity.

NOTE:

Unless otherwise specified, all monetary amounts are expressed in Australian dollars.

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PROXY FORM

West Wits Mining Limited ABN: 89 124 894 060

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SHAREHOLDER

SAMPLE ADDRESS SAMPLE ADDRESS

SAMPLE ADDRESS

I/We being a member/s of West Wits Mining Limited (“ Company ”) and entitled to attend and vote at the meeting of the Company to be held at Giorgios Function Room, 1235 High Street, Armadale, Victoria 3143 on Thursday 22nd November 2012 at 10.00am (Melbourne, Victoria time) appoint:

(mark box)

the Chair of the meeting. OR

	……………………………………………………………………
(mark box)	(Full name of proxy or the office of the proxy)

or if the person or body corporate named above fails to attend the meeting, or if no person/body corporate is named, the Chair of the meeting as my/our proxy to attend that meeting and vote on my/our behalf at that meeting and any adjournment or postponement of that meeting in accordance with the following directions (or if no directions have been given, as the proxy sees fit). If two proxies are appointed, the proportion of voting rights this proxy represents is ……...%.

IMPORTANT : Directing the Chair how to vote on Resolution 1.

If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1, the Chair will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair of the meeting as your proxy you can direct the Chair how to vote on Resolution 1 by either marking the relevant boxes below (for example if you wish to vote “against” or “abstain” from voting) or by marking this box (in which case the Chair will vote in favour of Resolution 1. The Chair intends to vote all available proxies in favour of Resolution 1.

I/We (except where I/we have indicated a different voting intention below):

a) direct the Chair of the meeting to vote in accordance with the Chair’s voting intentions on Resolution 1 to vote in favour of those Resolutions.
b) authorise, in respect of Resolution 1, the Chair of the meeting to vote as described even though Resolution 1 are connected directly or indirectly with the remuneration of a member of key management personnel for the Company group; and
c) acknowledge that the Chair of the meeting may exercise your proxy in respect of Resolution 1 even though the Chair has an interest in the outcome of those Resolution and that votes cast by the Chair of the meeting for that Resolution, other than as proxy holder, will be disregarded because of that interest.

VOTING DIRECTIONS FOR YOUR PROXY

To instruct your proxy how to vote, insert ‘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:

Resolution 1. Adoption of Remuneration Report Resolution 2. Re-election of Mr Michael James Quinert, Executive Chairman as a Director Resolution 3. Re-election of Mr Niel Pretorius as a Director Resolution 4. Approval of 10% Share Placement Facility	Resolution 1. Adoption of Remuneration Report Resolution 2. Re-election of Mr Michael James Quinert, Executive Chairman as a Director Resolution 3. Re-election of Mr Niel Pretorius as a Director Resolution 4. Approval of 10% Share Placement Facility	For








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

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) by facsimile on (03) 9620 5865 by Tuesday 20 November 2012 at 10.00am (Melbourne, Victoria time), being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.

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.

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

If you appoint the person chairing the meeting as your proxy and you are not a Restricted Voter by marking the box and submitting the Proxy Form you authorise the person chairing the meeting (the Chair) to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1.

5 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.

6 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.

7 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.

AI assistant

WEST WITS MINING LIMITED — AGM Information 2012

66091_rns_2012-10-18_2904a329-a84b-4a49-ac5e-0cfe8bcbf876.pdf