WEST WITS MINING LIMITED — Annual Report 2012

Sep 27, 2012

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EXPLORE / EVALUATE / EXTRACT

ANNUAL REPORT 2012

Contents

Chairman's Letter		1
Review of Operations		3
Corporate Governance		12
Directors' Report		15
Independence Declaration		24
Financial Report
statement of Comprehensive	Income	25
statement of Financial Position		26
statement of Changes in equity		27
statement of Cash Flows		28
notes to the Financial statements		29
Directors’ Declaration		65
Independent Audit Report		66
Shareholder Information		69
Corporate Directory	Inside back	cover

this document contains some statements which are by their very nature forward looking or predictive. such forward looking statements are by necessity at least partly based on assumptions about the results of future operations which are planned by the company and other factors affecting the industry in which the company conducts its business and markets generally. such forward looking statements are not facts but rather represent only expectations, estimates and/or forecasts about the future and thereby need to be read bearing in mind the risks and uncertainties concerning future events generally.

there are no guarantees about the subjects dealt with in forward looking statements. Indeed, actual outcomes may differ substantially from that predicted due to a range of variable factors.

CHAIRmAn's LetteR

Dear Shareholder,

the past year was marked by a mix of significant progress and challenges.

since early 2012 the Company has been unable to secure safe access to the granted mining lease in Papua Province to develop its initial alluvial circuit. this was due to the continuation of illegal artisanal mining operations supported by a sophisticated supply network. these people, who have come from outside the region, have been illegally extracting and selling alluvial gold from our lease continuously and on a scale which, if nothing else, validates the prospectivity of the area.

Implementing the machinery of the law to regain access, in a safe and orderly manner, is not a simple task as with any situation where “squatters” have taken over property. In this case West Wits has undertaken continuous and robust engagement with all levels of government, including the relevant departments of mining and police. Practical assistance and advice has also been enlisted from several other sources, including the Australian diplomatic corps and legal experts. Whilst success will ultimately only be demonstrated by securing full access to the property, significant steps have been taken towards achieving that goal in the not too distant future. In the meantime, West Wits has pressed on with establishing a dedicated exploration camp at a site independent of the artisanal operations to ensure that our exploration program can continue.

the delay in establishing the alluvial circuit at Derewo River necessitated the prioritisation of our plans to extract value from our south African leases. A concerted effort was made to market these assets which resulted in the sale of the Randfontein Cluster leases late in the year under review. this sale generated $2m in cash immediately with a further $3m in instalment payments to be received in the current year. Up to a further $4m (meaning $9m in total) is receivable on formal assignment of the lease and through a royalty type payment on interim mining operations now being undertaken by the buyer. this transaction has enabled the Company to continue operations without the anticipated revenue from the alluvial circuit and without raising further capital. Your Board is currently formulating plans to realise value from our remaining south African leases (“the soweto Cluster”) which have stated JoRC resources of 287,000 oz au and significant uranium potential.

West Wits Mining Limited ABn 89 124 894 060

suite 1, 1233 High street Armadale VIC 3143 Australia P +61 3 8767 0225 F +61 3 9620 5865 www.westwitsmining.com

AnnUAL RePoRt 2012 1

CHAIRmAn's LetteR

Against this background of legal and corporate issues the Company’s geologists made great steps in advancing their understanding of the substantial exploration leases (some 128,000 ha) at Derewo River. three significant targets have been identified and all efforts are now being made to implement further programs on the ground. Your Board remains confident that the region exhibits the potential to host world class deposits of the style commonly found in similar settings on the PnG side of the border which dissects the island of new Guinea. As with PnG before it, Papua presents challenges of both terrain and the man-made variety. However, the successful navigation of those issues promises to provide West Wits and its shareholders with an increasingly rare opportunity to pursue a modern exploration program in an underexplored region in close proximity to some of the world’s finest gold deposits. that is worth all the effort and time we are investing at Derewo River.

on behalf of the Board and our team please accept my thanks for your ongoing support through a sometimes frustrating year. We are continuing to work hard on delivering value from the exciting opportunity which Derewo River represents.

For and on behalf of the Board

michael Quinert Chairman West Wits Mining Limited

2 West WIts mInInG LImIteD

ReVIeW oF oPeRAtIons

West Wits mining Limited (AsX:WWI) (“the Company” or “West Wits”) endured a challenging 12 months to progress the establishment of its alluvial and exploration projects at Derewo River, Papua Province, Indonesia (Derewo). However, the Company did complete the partial sale of some of its exploration assets on the West Rand, Johannesburg, south Africa for up to $9 million. this sale strengthened the Company’s cash position and provided further funding to pursue the development of its alluvial project at Derewo.

Despite the delays surrounding the alluvial project, West Wits continues to maintain a focus on the longer term objective of investigating the large number of prospective geological indicators reported on the Company’s leases, all of which point to the potential for a major world class gold discovery. Based on evidence from existing artisanal operations Derewo hosts a promising alluvial gold project, but the real opportunity is in the potential discovery of the primary source of nuggets being currently mined by the artisanal miners.

to advance its planned exploration programs West Wits is establishing an alternate base camp near its primary exploration target. originally West Wits intended to manage exploration programs from the alluvial project site, but given delays in obtaining access the Company has now elected to establish a dedicated exploration camp located at the Wopogi target. the exploration camp will allow West Wits to run exploration programs independently of the alluvial project site.

Figure 1. Major deposits on New Guinea Island

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Legend
Major Gold Resource
Major Gold-Copper Resource
West Wits Gold Project
2000km
10 world class gold resources >5Moz
Simberi 3.5Moz
Lihir 45Moz
DEREWO Wabu 8Moz
Grasberg 88Moz
Frieda River 9.3Moz
Ok Tedi 17Moz
Porgera 28Moz
Bougainville 16Moz
Wafi/Golpu 20Moz
Hidden Valley 6.4Moz
Misima 5Moz
----- End of picture text -----

the Derewo River provides a promising setting to explore for the style of placer deposit which over the past decades have led to the establishment of major gold projects in Papua new Guinea (PnG). the development of such a placer style deposit has not yet been pursued on the Indonesian side of the border and the Company believes such an investigation is well overdue.

AnnUAL RePoRt 2012 3

ReVIeW oF oPeRAtIons

Figure 2. Derewo Project Area

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the Company remains confident it has the strategies in place which will ultimately resolve the current obstacles to development of its initial alluvial circuit. However, in the interim, the establishment of the exploration camp will enable the Company to pursue the existing exploration opportunity presented by a significant leaseholding (circa 128,000ha) located in an underexplored region in close proximity to the world class gold provinces of PnG and eastern Papua.

IndonesIa

Derewo AlluviAl GolD Project

West Wits over the reporting period experienced a number of delays and challenges with regards to establishing its initial alluvial circuit at Derewo. two primary issues which caused delays were: 1. Gaining unrestricted access to the site earmarked for the initial alluvial circuit, and 2. Administrative delays encountered surrounding the Company’s forestry permit.

the year started positively for the alluvial project with key milestones being achieved including receipt of the environmental permit, receipt of a 10 year extension for the Company’s mining licence and completion of the topographic survey. subsequently it has been a year of frustration, substantially caused by the illegal mining activities taking place on the Company’s granted mining lease. However, West Wits has positioned itself to move quickly to complete the required infrastructure for the alluvial circuit when the access issue is resolved.

In particular, West Wits was able to complete a topographic survey allowing for the finalisation of a mine plan providing locations for water storage dams, tailings dams and settling ponds all forming part of the proposed gravity circuit for processing the alluvial gravels. the survey also determined the centreline for the airstrip which will provide a facility sufficient to land a Cessna Caravan and other locally operated aircraft. this will be a key development as securing fixed wing aircraft support will reduce transport costs to about a third of what they would be with helicopter support. Road lines have also been selected.

4 West WIts mInInG LImIteD

Access

on 26 march 2012 the Company provided an update to the AsX outlining the delays which were being encountered with regard to securing access to the site designated for the initial alluvial project. these frustrations were being largely created by the operators of the supply chain supporting an artisanal (illegal) mining population located at Derewo.

West Wits has been in constant and continuing discussions with government, police and mines departments to mobilise support for the implementation of the steps necessary for removing the illegal mining population safely and enforcing West Wits' rights as lawful holder of both exploration and production licences at Derewo.

Whilst West Wits' rights are not at issue it has taken time to engage with the relevant sections of government and the security forces, the support of which is needed, to enforce its rights. West Wits has been in regular consultation with the local mayor of the Paniai Regency, the Governor of Papua as well as the Central Government in addition to the local, regional and central mines departments, all of which are involved in the process of enabling the successful development of this site. All of these authorities acknowledge that it is in the best interest of the local Wolani people that West Wits establish an operation as soon as possible. Part of the Company’s operating plan is to establish medical, education and training facilities on site to ensure local people can form the basis of the Company’s workforce once the alluvial operations have commenced. Under the education plan a scholarship program has been implemented and the first scholarship presented to a local Wolani.

the Company has pursued a number of strategies concurrently to bring pressure on the illegal operation and support its position within the Indonesian system. these strategies include: lodging a criminal complaint with the relevant authorities with respect to the illegal activities taking place on its mining lease, engaging with senior officials within the Indonesian security forces, engaging with advisory officials to the President who provide key advice on the development of Papua, engaging with officials responsible for infrastructure development in Papua, and engaging with the Australian embassy and international agencies providing critical advice to the Indonesian government on the issues facing Papua. each of these initiatives is not only designed to help support the West Wits position within the Indonesian system but also to provide various levels of government, mines departments and security forces with a robust platform from which to support West Wits and shut down the current illegal operation.

Ultimately, West Wits needs the Indonesian security forces to provide the practical support needed to clear and secure the site as well as providing resources to facilitate the orderly repatriation of the illegal mining population.

Next steps

West Wits has been pleased with the recent progress it has made within the Indonesian bureaucracy and believes that genuine support has now been engendered from all levels. In conjunction with this progress the International Crisis Group also completed a report on the challenges Papua Province is facing and made specific reference to West Wits, its plight and the requirement for support from the Indonesian police force. the clear recommendation of this respected international agency was that the government must tackle and resolve the illegal mining problem as part of an overall strategy to improving conditions in the Province.

the next steps in resolving this access issue is to procure confirmation from the police that they will provide support to secure the site and enforce the Company’s rights by halting the illegal operation. A new head of the Papuan police force was recently appointed with a reported mandate to eliminate police involvement in activities such as illegal mining. West Wits expects to have discussions with the new police commissioner shortly.

security forces will also be needed to manage the repatriation of the illegal mining population. West Wits has offered to provide support to the process but it cannot in a practical sense initiate and implement the repatriation process. However, as part of the repatriation process and managing the void left from the departing artisanal population, West Wits has already begun its socialisation programs with the local indigenous population through education and training.

once confirmation of support has been received and the repatriation plan has been put in place West Wits will immediately undertake works to establish a mining camp and airstrip, which will provide a platform to then develop the alluvial circuit.

AnnUAL RePoRt 2012 5

ReVIeW oF oPeRAtIons

Forestry Permit

the Company has also experienced delays in procuring the grant of its Forestry Permit for its mining lease. Whilst the Company has received the Forestry Permit for the wider exploration leases it is still waiting for approval for its mining lease due to an administrative error within the mines department. Again West Wits has been in ongoing discussions with the various responsible authorities including the regional and central mines departments. West Wits expects the Forestry Permit to be approved in the near future.

It should be noted that West Wits has received approval from the Paniai (local) and Papuan (provincial) Forestry Departments for the development of the Derewo Project and is now waiting for the administrative process to be completed. the Forestry Permit remains the final permit to be received before commercial operations can begin.

expLoratIon

West Wits’ planned exploration programs targeting the source of the alluvial gravels were also held up due to the access issues. this impediment has now been removed with the establishment of an alternate exploration base camp located at the primary Wopogi target.

Despite these challenges, the Company was able to advance the exploration program by securing significant historic geo-physic and geo-chemical datasets developed through a number of exploration programs undertaken by Pt Freeport Indonesia (“Freeport”) in the early 1990’s.

these datasets advanced the Company in exploration terms by at least 12 months and saved the Company in excess of $1 million. to date West Wits' geologists have identified three distinct and primary exploration targets.

Geo-chemicAl DAtAset

the geochemical multi-element database was created through a significant sampling program of 2,486 samples (27,440 assays) across West Wits’ three exploration permits covering 128,000ha. this data generated three significant exploration targets – Wopogi (Au/Cu), sena (Au) and Biapigu (Cu).

Analysis of this data indicated three separate anomalous zones. each zone exhibited a separate geochemical signature. the identification of these anomalies has enabled us to plan initial exploration programs targeting potential sources of the Derewo River alluvial gold.

the historic data was collected during several phases of exploration through conventional helicopter reconnaissance and follow up sampling programs. sampling techniques included: stream sediment sampling; panned concentrates; bulk sediment sampling; soil samples; outcrop samples; and outcrop channel samples. the sample density of about 1/220ha for stream samples and panned concentrates provided adequate coverage to define the target areas. However, many streams have not been sampled and there remains significant potential to identify additional target areas.

several panned concentrates confirm the main Derewo River is highly anomalous in gold for over 30km with samples along the river returning up to the 6,864 g/t Au. significantly, sampling data from the tributaries of the Derewo River, which collectively contribute to the anomalous gold values in the main river (and potentially contain the hardrock source of the gold), show two distinct areas of anomalous gold feeding the Derewo River. this data suggests there is potential for multiple hardrock sources for the alluvial gold within the river.

6 West WIts mInInG LImIteD

Figure 3. Three anomalous areas of focus identified as Wopogi, Sena and Biapigu

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summary of initial exploration targets:

• Wopogi (Gold/Copper); an area of 157km[2] on the northern side of the Derewo River, running parallel to the river in the metamorphic terrain to the north of the Derewo Fault. In PnG similar metamorphic terrain host several multi-million ounce gold deposits. the area is defined by gold geo-chemistry with coincident copper and inconsistent arsenic geo-chemistry in multiple drainages along a strike length of 20km. Limited channel sampling of weakly altered volcanics show values up to 19g/t Au. Float samples assay up to 1.8% Cu. the geological data indicates the existence of dioritic intrusions which elsewhere in Papua are a very strong indication for significant mineralised systems. this area presents as one likely source of the alluvial gold within the Derewo River including the coarse gold placer. Wopogi lies within the Paniai structural Corridor which further to the south contains some of Freeport’s main Cu-Au prospects outside the Grasberg mineral district.

• Sena (Gold); an area of 57km[2] covering a complex section of the Derewo Fault where it flexes sharply south. the Derewo Fault is a major structural boundary which separates the Australian Craton to the south from the Pacific Plate to the north. this area is characterised by anomalous gold stream sediment and panned concentrate geochemistry.

• Biapigu (Copper); an area of 200km[2] near the eastern boundary of the exploration permits and adjoining Contract of Work permit held by Freeport. this target is defined by stream sediment and panned concentrate copper geochemistry in two broad drainages. this area is associated with the Derewo Fault and lies 15km along strike to the west of the Freeport owned 8 million oz Au Wabu skarn deposit which is hosted in the hanging wall of the Derewo Fault.

Geo-PhysicAl DAtAset

the dataset was developed from a historic aeromagnetic airborne survey completed in late 1993 for Freeport. this data was reprocessed and integrated into the Company’s database. this integration confirmed the identified targets of Wopogi and sena. the magnetic survey shows a strong correlation between a strong magnetic signature and known mineralisation.

the “reduced to pole data” from the magnetic survey identified a 3.5km diameter magnetic bull’s eye which overlays the anomalous gold and copper geochemistry in the central part of the Wopogi prospect.

AnnUAL RePoRt 2012 7

ReVIeW oF oPeRAtIons

Figure 4. Magnetic bull’s eye feature within the Wopogi Prospect and associated geochemistry

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Figure 5. Magnetic survey over the Sena Prospect and associated geochemistry

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Figure 6. Regional aeromagnetic map identifying Wopogi in the middle of the map and red “bull’s eye” located in centre of the target as well as regional north-east trending structural faults

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8 West WIts mInInG LImIteD

this magnetic data identified several significant structural features, most notably the major structural fault immediately to the east of the bull’s eye, located in the centre of Figure 4, which suggests a major regional fault. the Derewo Fault which straddles the Company’s leases is a major east-west structural boundary and a good locus for intrusive activity. However across new Guinea Island in addition to a major e-W structure associated with world class discoveries, there is generally a further mineralisation control associated and that is a ne-sW structure or fault. this type of ne-sW structure has been identified at the Wopogi target.

ne-sW trending structures rarely have a strong surface expression but are very clear controls on mineralisation in the major mines such as Grasberg, Porgera, ok tedi, and Wafi. According to Cloos 2003, “the Grasberg Igneous Complex, the host of a supergiant Cu-Au porphyry copper–type ore deposit, was emplaced into a 2-km-wide, left-stepping [nne] pull-apart [structure]”.

the aero-magnetic survey has identified a clear bull’s eye feature which overlays anomalous gold and copper geochemistry. In addition, the magnetic data demonstrates the lease area is structurally complex with the general e-W geological/structural trends offset by regional but significant ne-sW structure. the ne-sW structure is a potential pull-apart (dilational) zone favourable for emplacement of intrusions and associated mineralisation. this associated mineralisation has been indicated through the Freeport sampling programs which provided many prospective results and confirms at least some of these structures are mineralised.

the data thus far continues to provide the Company with confidence that all the necessary geological indicators for a world class deposit in a world class gold province exist within these tenements.

Next steps

the Company will begin planned exploration activities from its alternate exploration camp. the base camp is being established with a helipad and is located within proximity of the magnetic bull’s eye.

the exploration team has been formed and initial programs consist of geological mapping including structural, lithology and alteration mapping together with detailed geo-chemical sampling of streams and outcrop. All of this preliminary work is being completed with the intention of further defining initial drill targets within the Wopogi target as well as confirming historical geo-chemical data received from Freeport. the Company is intending to have sampling assay results out to the market in the coming months.

south afrIca

on 25 January 2012 West Wits announced it had entered into a binding heads of agreement to sell the West Wits Lease, West Rand Consolidated Lease, Luipaardsvlei Lease and east Champ D’or Lease (“the Randfontein Cluster”) for up to A$9 million to a south African consortium including mintails Limited (“mintails”) (AsX: mLI).

on 16 April 2012 West Wits announced that due diligence had been successfully completed and the Company was proceeding with the sale. However West Wits only received confirmation from mintails stating it was satisfied and wished to move to completion. As such West Wits and mintails then agreed to complete the sale transaction themselves.

AnnUAL RePoRt 2012 9

ReVIeW oF oPeRAtIons

the binding terms for this sale transaction between West Wits and mintails were as follows:

Instalment	Timing	Amount
Upfront payment First instalment Interim instalment Interim instalment Interim instalment	Received 22 november 2012 22 February 2013 22 may 2013 22 August 2013	A$2 million A$1 million A$1 million A$1 million A$1 million*
Final payment	After transfer of leases	A$3 million+

• subject to regulatory approval for the transfer of the leases.

• Paid progressively based on R110 per tonne of ore processed.

on 23 may 2012, the Company received A$2 million as the upfront payment as part of the consideration for the sale.

the payment of the next instalment payment of A$1 million to be received in november 2012 is unconditional and guaranteed. the two following instalment payments (22 February 2013 & 22 may 2013) will also be made on an unconditional basis with satisfactory security to be provided on or before the prior instalment payment.

the final A$1 million instalment payment is subject to south African regulatory approval of transfer of the leases with the A$3 million balance to be paid on a progressive basis at R110 per tonne of ore processed from these leases. essentially this transaction provides for secured payments of A$5 million within 12 months of completion and prior to the legal transfer of title of the leases and up to a further A$4 million payable following the transfer. As such West Wits has agreed to grant mintails an interim contract to mine the resource pending transfer of title.

this transaction has no effect upon the Company’s rights over the Rand Lease and the DRD Lease in south Africa (“the soweto cluster”) which contain stated JoRC resources of 287,000 oz au.

Total Company Mineral Resource Summary[1]

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Location Class Au Cut-Off Ore (t) Grade (g/t) Gold (Oz)
Radiant (Rand Lease)
measured 1 - - -
Indicated 1 671,000 1.8 39,000
Inferred 1 4,250,000 1.7 232,000
Subtotal 4,921,000 1.7 271,000
marquise (DRD Lease)
measured 1 - - -
Indicated 1 - - -
Inferred 1 296,000 1.7 16,000
Subtotal 296,000 1.7 16,000
Grand total
Indicated 1 671,000 1.8 39,000
Inferred 1 4,546,000 1.7 248,000
Total Resources 5,217,000 1.7 287,000
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10 West WIts mInInG LImIteD

the Company is continuing to evaluate how best to develop or commercialise the remaining exploration assets including the potential for sale. In addition to the existing 287,000oz JoRC resource, the soweto cluster also contains a significant uranium target which remains intact from surface. By comparison the leases which were sold contained JoRC resources of 139,000 ozs au and a JoRC reserve of 58,800 ozs au.

Figure 7. Conceptual exploration target location plan

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1 the information in this report that relates to Radiant and marquise mineral Resources is based on information compiled by mr. Freddie de Bruin of msA Geoservices Ltd who is a member of the south African Council for natural scientific Professions, which is a recognised by JoRC a RoPo (recognised overseas professional organisation). mr.de Bruin has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of exploration Results, mineral Resource and ore Reserves. mr de Bruin consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

AnnUAL RePoRt 2012 11

CoRPoRAte GoVeRnAnCe

A review of the Company’s ‘Corporate Governance Framework’ is performed on a periodic basis to ensure that it is relevant and effective in light of changing legal and regulatory requirements. the Board of Directors continues to adopt a set of Corporate Governance Practices and a Code of Conduct appropriate for the size, complexity and operations of the Company and its subsidiaries.

Unless otherwise stated all Policies and Charters meet the AsX Corporate Governance Council’s Best Practice Recommendations. All Charters and Policies are available from the Company or on its website at www.westwitsmining.com.

roLe of the Board and ManageMent

the Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

the Board’s responsibilities are detailed in its Board Charter and cover the following broad categories:

structure and coMposItIon of the Board

the Board has been formed so that it has an effective mix of personnel who are committed to adequately discharging their responsibilities and duties and being of value to the Company.

the names of the Directors, their independence, qualifications and experience are stated on pp. 15 to 16 along with the term of office held by each.

the Board believes that the interests of all shareholders are best served by:

• Directors having the appropriate skills, experience and contacts within the company’s industry; and

• the Company striving to have a number of Directors and the number of Directors being independent as defined in the AsX Corporate Governance Guidelines.

Where any Director has a material personal interest in a matter before the board, the Director will not be permitted to be present during discussion or to vote on the matter. the enforcement of this requirement is in accordance with Corporations Law and aims to ensure that the interests of shareholders, as a whole, are pursued and that their interest or the Director’s independence is not jeopardised.

1. Leadership of the organisation

2. strategy formulation

3. shareholder liaison

4. monitoring, compliance and risk management

Directors collectively or individually have the right to seek independent professional advice at the Company’s expense, up to specified limits, to assist them to carry out their responsibilities. All advice obtained is made available to the Full Board.

1. Company finances

2. Human resources

3. Health, safety and well-being of Directors, officers and Contractors

4. Delegation of authority

ethIcaL and responsIBLe decIsIon-MakIng

As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established a Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders.

1. Remuneration policy

2. nomination policy

the Company has a share trading policy that regulates the dealings by Directors, officers and employees, in shares, options and other securities issued by the Company. the policy has been formulated to ensure that Directors, officers, employees and Consultants who work on a regular basis for the Company are aware of the legal restrictions on trading in Company securities while in possession of unpublished pricesensitive information.

12 West WIts mInInG LImIteD

IntegrIty In fInancIaL reportIng

In accordance with the Board’s policy, the Chairman and CFo have made attestations recommended by the AsX Corporate Governance Council as to the Company’s financial condition prior to the Board signing this Annual Report.

the Company has a duly constituted Audit, Risk and Compliance Committee currently consisting of the Chairman and the Company’s CFo. the Board believes that this structure is optimal in the Company’s current stage of development. the current members of the Committee, as at the date of this report, and their qualifications are detailed in the Directors’ Profiles on pp. 15 to 16.

the Committee holds a minimum of two meetings a year. Details of attendance of the members of the Audit, Risk & Compliance Committee are contained on p 22.

tIMeLy and BaLanced dIscLosure

the Board has designated the Company secretary as the person responsible for overseeing and coordinating disclosure of information to the AsX as well as communicating with the AsX. In accordance with AsX Listing Rules, the Company immediately notifies the AsX of information concerning the Company:

1. that a reasonable person would or may expect to have a material effect on the price or value of the Company’s securities; and

2. that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.

rIghts of sharehoLders

the Company respects the rights of its shareholders, and to facilitate the effective exercise of the rights, the Company is committed to:

1. Communicating effectively with shareholders through ongoing releases to the market via AsX information and General meetings of the Company;

2. making it easy for shareholders to participate in General meetings of the Company; and

3. Requesting the external Auditor to attend the Annual General meeting and be available to answer shareholder’s questions about the conduct of the audit, and the preparation and content of the Auditor’s Report.

Any shareholder wishing to make inquiries of the Company is advised to contact the registered office. All public announcements made by the Company can be obtained from the AsX’s website www.asx.com.au

recognIse and Manage rIsk

the Audit, Risk & Compliance Committee has established a policy for risk oversight and management within the Company. this is periodically reviewed and updated. management reports risks identified to the Committee on a periodical basis.

the Chairman and Chief Financial officer have given a statement to the Board that the integrity of the financial statements is founded on a sound system of risk management and internal compliance and controls based on the Company’s Risk management policies.

encourage enhanced perforMance

A “Performance evaluation Policy’ has been established to evaluate the performance of the Board, individual Directors and executive officers of the Company. the Board is responsible for conducting evaluations on an annual basis in line with these policy guidelines.

During the previous 12 months, questionnaires were circulated to all members of the Board to conduct performance evaluations. these questionnaires were collated and analysed, providing the Board with valuable feedback for future development.

During the year, all Directors have full access to all Company records and receive Financial and operational Reports at each Board meeting.

All new Directors undergo an induction program.

1. Giving shareholders ready access to balanced and understandable information about the Company and corporate proposals;

AnnUAL RePoRt 2012 13

CoRPoRAte GoVeRnAnCe

reMunerate faIrLy and responsIBLy

Profiles of the members and details of meetings of the Remuneration & nomination Committee are detailed on pp. 15 to 16 & 22 of the Director’s Report.

the Committee is responsible for but not limited to:

• setting the remuneration and conditions of service of all executive and non-executive Directors, officers and employees of the Company;

• approving the design of executive & employee incentive plans (including equity-based plans) and proposed payments or awards under such plans;

• reviewing performance hurdles associated with incentive plans;

• making recommendations to the Board on the remuneration of non-executive Directors within the aggregate approved by shareholders at General meetings from time to time;

• consulting appropriately qualified Consultants for advice on remuneration and other conditions of service;

• succession planning for the managing Director and senior executive officers;

• performance assessment of the managing Director and senior executives officers;

• recommending policy on the selection of Board members; and

• recommending prospective Board members to the Full Board of the Company.

the Company is committed to remunerating its senior executives in a manner that is marketcompetitive and consistent with ‘Best Practice’ as well as supporting the interests of shareholders. senior executives may receive a remuneration package based on fixed and variable components, determined by their position and experience. shares and/or options may also be granted based on an individual’s performance, with those granted to Directors subject to shareholder approval.

LegItIMate Interests of stakehoLders

the Board acknowledges the legitimate interests of various stakeholders such as employees, Clients, Customers, Government Authorities, Creditors and the Community as a whole. As a good Corporate Citizen, it encourages compliance and commitment to appropriate corporate practices that are fair and ethical via its ‘Code of Conduct Policy’.

dIversIty

the Company’s objective is to have a workforce that is representative of the countries and communities in which it operates. our workforce is employed based on the right person for the right job regardless of their gender, age, nationality, race, religious beliefs, cultural background, sexuality or physical ability.

the Company is committed to increasing diversity amongst its employees, not just gender diversity, at its mining operations in consultation with local community groups and Bee partners/advisors. executive and board positions are filled by the best candidates available without discrimination. the Company is committed to increasing gender diversity within these positions when appropriate appointments become available. It is also committed to identifying suitable persons within the organisation and where appropriate opportunities exist, advance diversity and to support promotion of talented employees into management positions.

the Company has not set any gender specific diversity objectives as it believes that all categories of diversity are as equally as important within its organisation.

the following table demonstrates the Company’s gender diversity as at 30 June 2012:

	Board	Executive Team	Employees
Women	(no.) -	1	1

the Company employed 5 employees at the end of 30 June 2012 (2011: 1 employee).

non-executive Directors are paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of non-executive Directors. non-executive Directors do not receive performance based bonuses and do not participate in equity schemes of the Company without prior shareholder approval.

Current remuneration is disclosed in note 6: Key management Personnel Compensation.

14 West WIts mInInG LImIteD

DIReCtoRs' RePoRt

Your Directors present their report on the economic entity consisting of West Wits mining Limited and the entities it controlled at the end of, or during, the year ended 30 June 2012.

dIrectors InforMatIon

the names and details of the Company’s Directors in office during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

michAel Quinert

Executive Chairman

• Appointed to the Board

• 13 April 2007

• Experience

Be.co LLB

mr Quinert graduated with degrees in economics and law from monash University in 1984 and 1985 respectively and has over 27 years experience as a commercial lawyer, including three years with the Australian securities exchange Limited and over 20 years as a partner in a melbourne law firm. He has extensive experience in assisting and advising public companies on capital raising and market compliance issues and has regularly advised publicly listed mining companies.

• Interest in Shares and Options[1]

2,032,620 shares and 8,976,192 options

• Special responsibilities

member of Audit, Risk

& Compliance Committee

• Directorships held in other listed entities

hulme scholes

Independent Non – Executive Director

• Appointed to the Board

• 22 march 2011

• Experience

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 19 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.

• Interest in Shares and Options[1]

250,000 options

• Special responsibilities

nil.

• Directorships held in other listed entities

DAniel (niel) Pretorius

Independent Non-Executive Director

• Appointed to the Board

• 1 August 2007

• Experience

BProc, LL.B

mr Pretorius was appointed Group Legal Council for DRDGold Limited (DRDGold) in 2003 and Chief executive officer of DRDGold Ltd in January 2009. He has over 14 years experience in the mining industry. mr Pretorius has been present through the re-focus of DRDGold’s strategic plan back towards their core south African operations. since this re-focus, niel has seen significant increases in resources at DRDGold’s east Rand Refinery mines Limited’s (eRPm) operations, further granted prospecting rights at their eRPm operations, encouraging uranium exploratory results at the Blyvoor mine, improved efficiencies at their Crown Gold Recoveries surface retreatment operation and implemented two strategic joint ventures with AsXlisted mintails Limited.

• Interest in Shares and Options[1]

• 1,000,000 options

nil.

Aquarius Platinum Limited’s operating south African subsidiary, Aquarius Platinum south Africa (Proprietary) Limited since 2004 (AsX: AQP).

Randgold and exploration Company Limited (Jse Listing) since 19 February 2010 (Jse: RnG).

• Special responsibilities

nil.

• Directorships held in other listed entities

DRDGold Limited since January 2009 (Jse:DRDD).

1 the relevant interest of each Director in the shares or options over shares issued by the companies within the economic entity and other related body corporate as notified by the Directors to the Australian securities exchange in accordance with s 205G(1) of the Corporations Act 2004, as at the date of this report.

AnnUAL RePoRt 2012 15

DIReCtoRs' RePoRt

vincent sAvAGe

Non- Executive Director

• Appointed to the Board

12 october 2011

• Experience

mr savage has over 35 years experience in the building and mining industries, coupled with 20 years working within the insolvency and business advisory sectors. mr savage’s experience has seen him lead company reconstructions, refinancing and development projects for mining clients throughout Australia and Internationally. over the last 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 local Indonesian partners.

• Interest in Shares and Options[1]

1,337,975 shares, 46,000,000 performance shares[2] and 15,000,000 options

• Special responsibilities

Chair of Audit, Risk & Compliance and Remuneration & nomination Committees

• Directorships held in other listed entities

nil.

PhilliP hAins

Non- Executive Director and Joint Company Secretary

• Appointed to the Board

1 February 2011

Appointed as Joint Company Secretary 20 July 2007

• Experience

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 22 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.

• Interest in Shares and Options[1]

950,000 shares and 587,500 options

• Special responsibilities

member of Audit, Risk & Compliance and Remuneration & nomination Committees.

• Directorships held in other listed entities

coMpany secretarIaL

the name and details of the Company secretary’s in office during the financial year and until the date of this report are as follows. secretaries were in office for the entire period unless otherwise stated.

PhilliP hAins

Joint Company Secretary Refer to p 16 for details.

terri BAkos

Joint Company Secretary

Appointed

25 January 2008

Experience

mrs Bakos is a Chartered secretary and holds a B.Bus (Accounting) from RmIt University. she has over 17 years experience providing accounting and compliance services to listed and unlisted public companies.

mining Projects Group since 2012 (AsX: mPJ).

1 the relevant interest of each Director in the shares or options over shares issued by the companies within the economic entity and other related body corporate as notified by the Directors to the Australian securities exchange in accordance with s 205G(1) of the Corporations Act 2004, as at the date of this report.

2 the 46,000,000 performance shares are convertible to ordinary shares upon reaching 20,000 oz of gold on or before 27th July 2013.

16 West WIts mInInG LImIteD

corporate InforMatIon

corPorAte structure

West Wits mining Limited is a Company limited by shares that is incorporated and domiciled in Australia.

PrinciPAl Activities

the economic entity’s principal activities in the course of the financial year were to explore for gold in south Africa and Papua Province, Indonesia.

emPloyees

the Company employed 5 employees at 30 June 2012 (2011: 1 employee).

earnIngs per share

Basic loss per share 1.49 cents (2011: 0.88 cents).

dIvIdends

sIgnIfIcant changes In state of affaIrs

In the opinion of the Directors, there were no significant changes in the state of affairs of the economic entity during the financial year under review not otherwise disclosed in this Annual Report.

events suBseQuent to the end of the reportIng perIod

no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations or the state of affairs of the economic entity in future financial years that have not been mentioned elsewhere in this report.

envIronMentaL Issues

the economic entity’s operations are not regulated by any significant environmental regulation under the law of the Commonwealth or of a state or territory of Australia.

the Directors did not pay any dividends during the financial year (2011: nil). the Directors do not recommend the payment of a dividend in respect of the 2012 financial year.

operatIng resuLts, revIeWs of operatIons & LIkeLy deveLopMents

the consolidated net loss for the year after income tax and before eliminating non-controlling interests was $7,106,208 (2011: $1,591,739).

Refer to the Review of operations section of the Annual Report for further details of a review of current year operations.

the likely developments in the economic entity’s operations, to the extent that such matters can be commented upon, are covered in the Review of operations contained elsewhere in this Annual Report. In the opinion of the Directors, disclosure of information regarding the expected results of those operations in financial years after the current financial year is not predictable at this stage, or may prejudice the interests of the economic entity; accordingly this information has not been included in this Report.

AnnUAL RePoRt 2012 17

DIReCtoRs' RePoRt

reMuneratIon report - audIted

this report details the nature and amount of remuneration for each Director of West Wits mining Limited, and for the Key management Personnel of the economic entity.

remunerAtion Policy

Remuneration of all executive and non-executive Directors, and officers of the economic entity is determined by the Remuneration and nomination Committee.

the economic entity is committed to remunerating senior executives and executive Directors in a manner that is market-competitive and consistent with “Best Practice” including the interests of shareholders. Remuneration packages are based on fixed and variable components, determined by the executives’ position, experience and performance, and may be satisfied via cash or equity.

non-executive Directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards. non-executive Directors do not receive performance based bonuses and prior shareholder approval is required to participate in any issue of equity. no retirement benefits are payable other than statutory superannuation, if applicable.

the economic entity’s remuneration policy is based on industry practice rather than economic entity’s performance and takes into account the risk and liabilities assumed by the Directors and executives as a result of their involvement in the speculative activities undertaken by the economic entity. Directors and executives are fairly compensated for the extensive work they undertake.

PerFormAnce-BAseD remunerAtion

the purpose of a performance bonus is to reward individual performance in line with economic entity’s objectives. Consequently, performance based remuneration is paid to an individual where the individual’s performance clearly contributes to a successful outcome for the economic entity. this is regularly measured in respect of performance against key performance indicators (KPI’s).

the economic entity uses a variety of KPI’s to determine achievement, depending on the role of the executive being assessed. these include:

• successful contract negotiations;

• Company share price consistently reaching a targeted rate on the AsX or applicable market over a period of time; and

• Completion of set milestones.

no bonuses were paid during the year (2011: nil).

remunerAtion Policy versus comPAny FinAnciAl PerFormAnce

over the past five years since the Company was incorporated, it has listed on the Australian securities exchange and acquired mining tenements in south Africa and in Papua Province, Indonesia. exploration activities were commenced in January 2008 within the south African tenements and August 2011 within the Papua Province, Indonesia.

All equity issued within the current year was remuneration based, not performance based.

the nature of the economic entity’s mining activities is highly speculative and can provide high returns if successful. the speculative nature of these activities and recent global economic trends, have been factors which have affected the economic entity’s share price performance and shareholder wealth over the period.

18 West WIts mInInG LImIteD

DetAils oF remunerAtion For yeAr enDeD 30 june 2012

the remuneration for each Director of the Company and identified Key management Personnel of the economic entity during the year was as follows:

==> picture [441 x 412] intentionally omitted <==

----- Start of picture text -----

Short-term employment benefits Share-based payment
Cash, salary Equity settled
& fees Other Options Total
2012 $ ‘000 $ ‘000 $ ‘000 $ ‘000
michael Quinert 194 - 43 237
Daniel Pretorius 6 - - 6
Vincent savage 136 - 29 165
Phillip Hains [1] - 180 5 185
Hulme scholes 35 - - 35
371 180 77 628
tim Chapman 116 - 31 147
116 - 31 147
Total 487 180 108 775
2011
michael Quinert 145 - 15 160
Daniel Pretorius 25 - - 25
Phillip Hains [1] - 180 - 180
Hulme scholes 10 - 8 18
Grant Ferguson [#] 60 - - 60
Diederik van der Walt [#] 7 - - 7
247 180 23 450
Louis Roos [#] 70 - - 70
tim Chapman 84 - 6 90
154 - 6 160
Total 401 180 29 610
----- End of picture text -----

Balance at date of resignation.

1 the “other short-term employment Benefits” indicated for mr Hains were the total fees for the year paid to the CFo solution, a Chartered Accounting firm specialising in the provision of outsourced Accounting, Company secretarial and Administrative services to listed companies, of which mr Hains is Principle. through the fees paid to the CFo solution, mr Hains has been remunerated for his services as CFo, Director & Company secretary to West Wits mining Ltd.

PerFormAnce income As A ProPortion oF totAl remunerAtion

All executives are eligible to receive incentives whether through employment contracts or by the recommendation of the Board. their performance payments are based on a set monetary value, set number of shares or options or as a portion of base salary. therefore there is no fixed proportion between incentive and non-incentive remuneration.

non-executive Directors are not entitled to receive performance based bonuses.

AnnUAL RePoRt 2012 19

DIReCtoRs' RePoRt

eQuity issueD As PArt oF remunerAtion For the yeAr enDeD 30 june 2012

the following table discloses the value of remuneration based options granted, exercised, sold or lapsed during the year for Directors and Key management Personnel. As a result, they may not indicate all options held by Directors or Key management Personnel.

the following table discloses the Remuneration options granted to Directors and Key management Personnel.

2012	Options granted Options exercised Options lapsed Value of options included in remuner -ation Value of options yet to be expensed Percentage of total remuneration for the year that consisted of options
	Value at grant date $ ‘000 Value at exercise date $ ‘000 Value at time of lapse $ ‘000 $ ‘000 $ ‘000 %
michael Quinert	43 - - 43 21 17.97
Daniel Pretorius	- - - - - -
Vincent savage	29 - - 29 26 17.75
Phillip Hains	5 - - 5 2 2.56
Hulme scholes	- - - - - -
	77 - - 77 49
tim Chapman	31 - - 31 16 21.14
	31 - - 31 16
2011
michael Quinert	15 - - 15 - 9.44
Daniel Pretorius	- - - - - -
Phillip Hains	- - - - - -
Hulme scholes	8 - - 8 - 43.77
	23 - - 23 -
tim Chapman	6 - - 6 - 6.71
	6 - - 6 -

20 West WIts mInInG LImIteD

==> picture [441 x 320] intentionally omitted <==

----- Start of picture text -----

Value per
option First Last
Granted Vested Vested Issue at grant Exercise exercise exercise
2012 no. no. % date date price date date
michael Quinert 4,500,000 1,500,000 33 14/12/11 0.0166 0.08 14/12/11 30/9/17
Daniel Pretorius - - -
Vincent savage 2,500,000 833,333 33 14/12/11 0.0166 0.08 14/12/11 30/9/17
Phillip Hains 500,000 166,667 33 14/12/11 0.0166 0.08 14/12/11 30/9/17
Hulme scholes - - -
7,500,000 2,500,000
tim Chapman 2,500,000 833,333 33 30/8/11 0.0218 0.08 30/8/11 30/9/17
2,500,000 833,333
2011
michael Quinert 500,000 500,000 100 26/5/11 0.0302 0.10 26/5/11 26/5/16
Daniel Pretorius - - -
Phillip Hains - - -
Hulme scholes 250,000 250,000 100 26/5/11 0.0302 0.10 26/5/11 26/5/16
750,000 750,000
tim Chapman 200,000 200,000 100 26/5/11 0.0302 0.10 26/5/11 26/5/16
200,000 200,000
----- End of picture text -----

option holders do not have any rights to participate in any issues of shares or other interests in the Company or any other entity. option holders hold no voting rights. on exercise, each option is convertible into one ordinary share.

For more information on the terms and conditions of each grant of options issued during the financial year, please refer to note 15 “Issued Capital”.

emPloyment contrActs oF Directors AnD key mAnAGement Personnel

		Duration	Period of notice	Termination
		of contract	to terminate	payments
Phillip	Hains no	fxed period 3 months by either party		none

AnnUAL RePoRt 2012 21

DIReCtoRs' RePoRt

MeetIngs of dIrectors

the number of meetings of the Company’s Board of Directors and of each board committee held during the year ended 30 June 2012, and the number of meetings attended by each director were:

	Full Board Audit, Risk & Compliance Committee Remuneration & Nomination Committee
	Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend Number attended
michael Quinert	7 7 5 4 - -
Daniel Pretorius	7 6 - - - -
Phillip Hains	7 7 5 5 1 1
Hulme scholes	7 2 - - - -
Vincent savage	2 2 3 2 1 1

IndeMnIfIcatIon and Insurance of dIrectors and offIcers

During the financial year the Company entered into an insurance policy to indemnify Directors and officers against certain liabilities incurred as a Director or officer, including costs and expenses associated in successfully defending legal proceedings. the contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. the Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or Auditor of the Company or of any related body corporate against a liability incurred as such as officer or Auditor.

share optIons

At the date of this report, the unissued ordinary shares of West Wits mining Limited under option are as follows:

==> picture [441 x 161] intentionally omitted <==

----- Start of picture text -----

Quantity ASX code Exercise price Expiry date
8,800,000 WWIAm $0.20 15/12/2012
300,000 WWIAo $0.30 07/03/2013
6,083,331 WWIAI $0.20 9/12/2013
11,562,500 [1] WWIo $0.08 28/07/2014
1,528,701 WWIAQ $0.20 03/12/2014
1,150,000 WWIAs $0.10 26/05/2016
30,000,000 WWIAK $0.08 28/07/2016
19,000,000 WWIAY $0.08 30/09/2017
78,424,532
----- End of picture text -----

1 Listed option (WWIo).

shAres issueD As A result oF the exercise oF oPtions

no options were exercised during the year (2011: nil).

22 West WIts mInInG LImIteD

proceedIngs on BehaLf of the coMpany

no person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

no proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

roundIng

the Company is of a kind referred to in Class order 98/100, issued by the Australian securities and Investments Commission, relating to ‘rounding-off’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class order to the nearest thousand dollars, or in certain cases, the nearest dollar.

non-audIt servIces

no fees for non-audit services were paid or payable to the external auditor of the parent entity during the year ended 30 June 2012 (2011: nil).

audItor’s Independence decLaratIon

the lead auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2012 has been received and can be found on p 24 of the Directors’ Report.

this report is made in accordance with a resolution of Directors.

==> picture [102 x 33] intentionally omitted <==

michael Quinert Chairman

Dated this 28th day of september 2012

AnnUAL RePoRt 2012 23

InDePenDenCe DeCLARAtIon

==> picture [447 x 627] intentionally omitted <==

24 West WIts mInInG LImIteD

stAtement oF ComPReHensIVe InCome FoR tHe YeAR enDeD 30 JUne 2012

==> picture [441 x 521] intentionally omitted <==

----- Start of picture text -----

2012 2011
Note $ ‘000 $ ‘000
Revenue 3 77 85
Gross profit/(loss) 77 85
Depreciation (26) (24)
employee expenses (69) (147)
Directors' fees (448) (267)
Corporate administration (655) (580)
Consultancy (441) (308)
Legal & professional (188) (92)
travel & marketing (211) (165)
Loss on sale of assets 4 (4,641) -
exploration expense 12 (838) (85)
Foreign exchange gain/(loss) - (9)
Reversal of rehabilitation expense 17 334 -
Profit/(loss) before tax (7,106) (1,592)
Income tax expense - -
Profit/(loss) for the year (7,106) (1,592)
Other comprehensive income/(loss):
exchange differences on translating foreign operations (1,729) (2,467)
other comprehensive income / (loss) for the year, net of tax (1,729) (2,467)
Total comprehensive income / (loss) for the year (8,835) (4,059)
Profit/(loss) attributable to:
owners of the parent (3,658) (1,085)
non-controlling interests (3,448) (507)
(7,106) (1,592)
total comprehensive income /(loss) attributable to:
owners of the parent (4,632) (2,861)
non-controlling interests (4,203) (1,198)
(8,835) (4,059)
Basic earnings per share (cents per share) 8 (1.49) (0.88)
Diluted earnings per share (cents per share) 8 (1.49) (0.88)
----- End of picture text -----

the accompanying notes form part of these financial statements.

AnnUAL RePoRt 2012 25

stAtement oF FInAnCIAL PosItIon As At 30 JUne 2012

==> picture [441 x 574] intentionally omitted <==

----- Start of picture text -----

2012 2011
Note $ ‘000 $ ‘000
assets
non-current Assets
trade and other receivables 9 4,693 16
Property, plant and equipment 10 181 23
exploration and evaluation 12 13,828 19,963
Intangible asset 11 110 -
total non-current assets 18,812 20,002
current Assets
Cash and cash equivalents 13 2,077 469
trade and other receivables 9 3,161 1,720
other current assets 14 18 19
total current assets 5,256 2,208
Total assets 24,068 22,210
eQuIty and LIaBILItIes
eQuity AttriButABle to owners oF the PArent
share capital 15 29,582 23,744
Accumulated losses (8,038) (4,380)
other components of equity 16 (4,521) (3,548)
17,022 15,816
non-controlling interests 1,562 5,765
total equity 18,584 21,581
non-current liABilities
Long term provisions 17 - 370
Unearned Income 19 4,000 -
other payables 18 423 -
total non-current liabilities 4,423 370
current liABilities
trade and other payables 18 791 258
short-term provisions 17 - 1
other payables 18 270 -
total current liabilities 1,061 259
total liabilities 5,484 629
Total equity and liabilities 24,068 22,210
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the accompanying notes form part of these financial statements.

26 West WIts mInInG LImIteD

stAtement oF CHAnGes In eQUItY FoR tHe YeAR enDeD 30 JUne 2012

Economic Entity	Share capital Other components of equity Retained earnings Total Non- controlling interests Total equity
	$ ‘000 $ ‘000 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Balance as at 1 July 2010	23,166 (1,772) (3,295) 18,099 6,964 25,063
total comprehensive loss for the year	- (1,776) (1,085) (2,861) (1,199) (4,060)
trAnsActions with owners in their cAPAcity As owners:
shares issued net of costs	276 - - 276 - 276
options issued net of costs	30 - - 30 - 30
Cash held in trust pending issue of capital	272 - - 272 - 272
Balance at 30 June 2011	23,744 (3,548) (4,380) 15,816 5,765 21,581
total comprehensive loss for the year	- (973) (3,658) (4,632) (4,203) (8,835)
trAnsActions with owners in their cAPAcity As owners:
shares issued net of costs	5,072 - - 5,072 - 5,072
options issued net of costs	766 - - 766 - 766
Balance at 30 June 2012	29,582 (4,521) (8,038) 17,022 1,562 18,584

the accompanying notes form part of these financial statements.

AnnUAL RePoRt 2012 27

stAtement oF CAsH FLoWs FoR tHe YeAR enDeD 30 JUne 2012

==> picture [441 x 323] intentionally omitted <==

----- Start of picture text -----

2012 2011
$ ‘000 $ ‘000
cAsh Flows From oPerAtinG Activities
Payments to suppliers and employees (2,994) (2,221)
Interest received 69 33
Net cash flows (used in)/from operating activities (2,925) (2,188)
cAsh Flows relAteD to investinG Activities
Payment for purchases of plant and equipment (23) (6)
Loans repaid by other entities 1,701 265
Acquisition of subsidiary, net of cash acquired (347) -
Proceeds from sales of mining assets 2,000 -
Net cash flows (used in)/from investing activities 3,331 259
cAsh Flows relAteD to FinAncinG Activities
Proceeds from issues of securities 1,578 602
Capital raising costs (192) (24)
Net cash flows from financing activities 1,386 578
net increase/(decrease) in cash and cash equivalents 1,792 (1,351)
Cash and cash equivalents at the beginning of the year 469 1,826
effects of exchange rate changes on cash and cash equivalents (184) (6)
Cash and cash equivalents at the end of the year 2,077 469
----- End of picture text -----

the accompanying notes form part of these financial statements.

28 West WIts mInInG LImIteD

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 1: stateMent of sIgnIfIcant accountIng poLIcIes

the financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting standards Board and the Corporations Act 2001.

the financial statements cover the economic entity of West Wits mining Limited and controlled entities (the “economic entity” or “group”). West Wits mining Limited is a listed public company, incorporated and domiciled in Australia.

the financial statements of the economic entity comply with all International Financial Reporting standards.

the following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial statements. the accounting policies have been consistently applied, unless otherwise stated.

BAsis oF PrePArAtion

Reporting basis and conventions

the financial statements have been prepared on an accruals basis and are based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

During the current year the economic entity adopted all new and revised Australian Accounting standards and Interpretations applicable to its operations which became mandatory. the adoption of these standards has impacted the recognition, measurement and disclosure of certain transactions. Refer to note 1(u) for further details.

GoinG concern

the economic entity intends to continue to conduct significant future exploration activities. Alternatively, the economic entity may seek to commence extraction activities of existing gold areas of interest. Based on these future activities, the economic entity’s continuing viability, its ability to continue as a going concern and to meet its debts and commitments and as they fall due, are subject to:

• the collection of receivables from the sale of mining assets to mintails Limited as detailed in note 4;

• the economic entity has the ability to scale down its operations if required;

• the Directors may consider entering into a joint venture arrangement over some of the tenements should a suitable joint venture partner be found; and

• the Directors may consider issuing further shares to raise further capital for the purpose of further exploration and/or development of mining tenements.

Based on the successful execution of the above the Directors are satisfied that the economic entity has access to sufficient cash flows to meet commitments over the next twelve months, and for that reason the financial statements have been prepared on the basis that the economic entity is a going concern, which contemplates the continuity of normal business activity, realisation of assets and the settlement of liabilities in the normal course of business.

should the economic entity be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. the financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the economic entity not continue as a going concern.

the economic entity reported a net loss for the year after income tax and before eliminating noncontrolling interest of $7,106,208 (2011: $1,591,739) and operating cash outflows of $2,924,419 (30 June 2011: $2,188,407). At 30 June 2012 the economic entity had $2,077,060 Cash at Bank (30 June 2011: $469,294).

AnnUAL RePoRt 2012 29

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 1: stateMent of sIgnIfIcant accountIng poLIcIes continued

AccountinG Policies

a) Principles of consolidation

A controlled entity is any entity West Wits mining Limited has the power to control the financial and operating policies of, so as to obtain benefits from its activities.

A list of controlled entities is contained in note 20 to the financial statements.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the Company.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

non-controlling interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial statements.

the separate financial statements of the parent entity West Wits mining Limited, have not been presented within the financial statements as permitted by amendments to the Corporations Act 2001 effective as at 28 June 2010.

b) Plant and equipment

Depreciation

the depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use.

the depreciation rates used for each class of depreciable assets are:

the assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses.

the carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. the recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. the expected net cash flows have been discounted to their present values in determining recoverable amounts.

c) Business combinations

the acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in an acquisition they are valued according to fair value. Fair value is determined with reference to arm’s length transactions, similar instruments and option pricing models. transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non controlling interest. non-controlling interests are measured at either fair value or the proportionate share of the acquiree’s identifiable net assets. the excess of the cost of acquisition over the fair value of the economic entity’s share of the identifiable net assets acquired is recognised as goodwill. If the cost of acquisition is less than the economic entity’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the statement of comprehensive income, but only after a reassessment of the identification and measurement of the net assets acquired.

Plant & equipment: 10% - 33%

30 West WIts mInInG LImIteD

d) Financial assets

recognition

Financial assets are initially measured at fair value on trade date, which includes transaction costs, when the related contractual rights or obligations exist. subsequent to initial recognition these instruments are measured as set out below.

loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.

the carrying amount of loans and receivables is considered a reasonable approximation of their fair value due to their short term nature.

the group has no other financial assets.

Fair value

Fair value is determined based on current bid prices for all quoted investments at reporting dates. Valuation techniques are applied to determine fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

impairment

At the end of each reporting period, the economic entity assess whether there is objective evidence that a financial asset has been impaired. Impairment losses are recognised in the statement of comprehensive income.

impairment of intercompany receivables

Intercompany receivable accounts are reviewed by the Directors at the end of each reporting period for impairment. Factors considered as critical to the valuation of the intercompany receivables are the likelihood of medium to long-term commercial success of subsidiaries and their ability to generate sufficient cash to repay the receivables.

e) Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investment in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

other intangibles

other intangible assets are recognised at cost of acquisition. If they have a finite life, they are carried at cost less any accumulated amortisation and impairment losses. they are amortised over their useful life.

If the intangible asset is deemed to have an infinite life, it is tested annually for impairment and carried at cost less accumulated impairment losses.

f) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

g) Provisions

Provisions are recognised when the economic entity has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

AnnUAL RePoRt 2012 31

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 1: stateMent of sIgnIfIcant accountIng poLIcIes continued

h) Employee benefits

Provision is made for the economic entity’s liability for employee benefits arising from services rendered by employees up to the end of the reporting period. employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows.

i) Income tax

Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. no deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

the amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

j) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from the rendering of services is recognised upon the delivery of the service to the customers.

All revenue is stated net of the amount of goods and services tax (Gst) or value added tax (VAt).

k) Goods and Services Tax (GST)/ Value Added Tax (VAT)

Revenues, expenses and assets are recognised net of the amount of Gst/VAt, except where the amount of Gst/VAt incurred is not recoverable from the taxation Authority. In these circumstances the Gst/ VAt is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of Gst/VAt.

Cash flows are presented in the statement of cash flows on a gross basis, except for the Gst/VAt component of investing and financing activities, which are disclosed as operating cash flows.

l) Impairment of assets

the charge for current income tax expense is based on the profit adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the end of the reporting period.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

At the end of each reporting period, the economic entity reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.

32 West WIts mInInG LImIteD

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the economic entity estimates the recoverable amount of the cashgenerating unit to which the asset belongs.

m) Trade other other payables

Liabilities for trade creditors and other amounts are initially recognised at the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the economic entity. they are subsequently measured at amortised cost.

Payables to related parties are carried at the principle. Interest, when charged by the lender is recognised as an expense on an accruals basis.

n) Trade and other receivables

trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incurred.

Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as income on an accrual basis.

o) Foreign currency transactions and balances

Functional and presentation currency

the functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. the consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the yearend exchange rate. non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

exchange differences arising on the translation of monetary items are recognised in the statement of comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge.

exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the statement of comprehensive income.

economic entity companies

the financial results and position of foreign operations whose functional currency is different from the economic entity’s presentation currency are translated as follows:

• assets and liabilities are translated at yearend exchange rates prevailing at the end of the reporting period;

• income and expenses are translated at average exchange rates for the period; and

• retained earnings are translated at the exchange rates prevailing at the date of the transaction.

exchange differences arising on translation of foreign operations are transferred directly to the economic entity’s foreign currency translation reserve in the statement of financial position. these differences are recognised in the statement of comprehensive income in the period in which the operation is disposed.

p) Exploration and development expenditure

exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. these costs are only carried forward to the extent that they are expected to be recouped through successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

AnnUAL RePoRt 2012 33

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 1: stateMent of sIgnIfIcant accountIng poLIcIes continued

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is an uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation.

s) Earnings per Share

Basic earnings per share is determined by dividing the result from ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year. Diluted loss per share is equivalent to basic earnings per share as the potentially dilutive securities are excluded from the computation of diluted loss per share because the effect is anti-dilutive.

t) Round of amounts

the economic entity is of a kind referred to in Class order 98/100, issued by the Australian securities and Investments Commission, relating to ‘roundingoff’. Amounts in this report have been rounded off in accordance with that Class order to the nearest thousand dollars, or in certain cases, the nearest dollar.

u) New accounting standards and interpretations

During the current year the economic entity adopted all of the new and revised Australian Accounting standards and Interpretations applicable to its operations which became mandatory.

q) Issued capital

ordinary issued capital is recognised as the fair value of the consideration received by the Company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

r) Share-based payments

equity settled share-based payments are measured at fair value at the date of grant. Fair value for shares and listed options is measured using market value. Fair value for unlisted options is measured by use of the Black-scholes model. the expected life used in the model has been adjusted, based on management’s best estimate for the effects of nontransferability or exercise restrictions.

v) Adoption of new accounting standards and interpretations not yet mandatory or early adopted

Australian Accounting standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the economic entity for the annual reporting period ended 30 June 2012. the economic entity’s assessment of the impact of these new or amended Accounting standards and Interpretations which are considered most relevant to the economic entity’s operations, are set out below:

the fair value determined at the grant date of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on the economic entity’s estimate of equity that will eventually vest.

34 West WIts mInInG LImIteD

		Impact	Application
	Application	on group	date for the
	date for	fnancial	economic
Summary	standard	report	entity
reference: aasB 2011-9 title: amendments to australian accounting standards – presentation of other comprehensive Income [aasB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049] this standard requires entities to group items presented in other comprehensive income on the basis of whether they might be reclassifed subsequently to proft or loss and those that will not. 1 July 2012 minimal 1 July 2012 reference: aasB 10 title: consolidated financial statements AAsB 10 establishes a new control model that applies to all entities. It replaces parts of AAsB 127 Consolidated and separate Financial statements dealing with the accounting for consolidated fnancial statements and UIG-112 Consolidation – special Purpose entities. the new control model broadens the situations when an entity is considered to be controlled by another entity and includes new guidance for applying the model to specifc situations, including when acting as a manager may give control, the impact of potential voting rights and when holding less than a majority voting rights may give control. Consequential amendments were also made to other standards via AAsB 2011-7. 1 January 2013 minimal 1 July 2013 reference: aasB 9 title: financial Instruments
AAsB 9 includes requirements for the classifcation and measurement	1 January 2015*	minimal	1 July 2015
of fnancial assets. It was further amended by AAsB 2010-7 to refect
amendments to the accounting for fnancial liabilities.

• a) these requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AAsB 139. the main changes are described below.

• b) Financial assets that are debt instruments will be classified based on (1) the objective of the entity’s business model for managing the financial assets; (2) the characteristics of the contractual cash flows.

• c) Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument.

• d) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases.

• e) Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows:

• the change attributable to changes in credit risk are presented in other comprehensive income (oCI)

• the remaining change is presented in profit or loss

If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss.

Consequential amendments were also made to other standards as a result of AAsB 9, introduced by AAsB 2009-11 and superseded by AAsB 2010-7 and 2010-10.

AnnUAL RePoRt 2012 35

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 1: stateMent of sIgnIfIcant accountIng poLIcIes continued

		Impact	Application
	Application	on group	date for the
	date for	fnancial	economic
Summary	standard	report	entity
reference: aasB 11 title: Joint arrangements AAsB 11 replaces AAsB 131 Interests in Joint Ventures and UIG- 113 Jointly- controlled entities – non-monetary Contributions by Ventures. AAsB 11 uses the principle of control in AAsB 10 to defne joint control, and therefore the determination of whether joint control exists may change. In addition it removes the option to account for jointly controlled entities (JCes) using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves is accounted for by recognising the share of those assets and obligations. Joint ventures that give the venturers a right to the net assets is accounted for using the equity method. Consequential amendments were also made to other standards via AAsB 2011-7 and amendments to AAsB 128. reference: aasB 12 title: disclosure of Interests in other entities AAsB 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structures entities. new disclosures have been introduced about the judgments made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controlling interests. reference: aasB 13 title: fair value Measurement	1 January 2013 1 January 2013	minimal minimal	1 July 2013 1 July 2013
AAsB 13 establishes a single source of guidance for determining	1 January 2013	minimal	1 July 2013
the fair value of assets and liabilities. AAsB 13 does not change
when an entity is required to use fair value, but rather, provides
guidance on how to determine fair value when fair value is required
or permitted. Application of this defnition may result in different
fair values being determined for the relevant assets.
AAsB 13 also expands the disclosure requirements for all assets or
liabilities carried at fair value. this includes information about the
assumptions made and the qualitative impact of those assumptions
on the fair value determined.
Consequential amendments were also made to other standards via
AAsB 2011-8.

36 West WIts mInInG LImIteD

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Impact Application
Application on group date for the
date for financial economic
Summary standard report entity
reference: aasB 119
title: employee Benefits
the main change introduced by this standard is to revise the 1 January 2013 minimal 1 July 2013
accounting for defined benefit plans. the amendment removes
the options for accounting for the liability, and requires that the
liabilities arising from such plans is recognized in full with actuarial
gains and losses being recognized in other comprehensive income.
It also revised the method of calculating the return on plan assets.
the revised standard changes the definition of short-term employee
benefits. the distinction between short-term and other long-term
employee benefits is now based on whether the benefits are expected
to be settled wholly within 12 months after the reporting date.
Consequential amendments were also made to other standards via
AAsB 2011-10.
reference: Interpretation 20
title: stripping costs in the production phase of a surface Mine
this interpretation applies to stripping costs incurred during the 1 January 2013 minimal 1 July 2013
production phase of a surface mine. Production stripping costs are
to be capitalised as part of an asset, if an entity can demonstrate
that it is probable future economic benefits will be realised, the
costs can be reliably measured and the entity can identify the
component of an ore body for which access has been improved.
this asset is to be called the “stripping activity asset”.
the stripping activity asset shall be depreciated or amortised on
a systematic basis, over the expected useful life of the identified
component of the ore body that becomes more accessible as a
result of the stripping activity. the units of production method shall
be applied unless another method is more appropriate.
Consequential amendments were also made to other standards via
AAsB 2011-12.
reference: aasB 2011-4
title: amendments to australian accounting standards to remove Individual key Management
personnel disclosure requirements [aasB 124]
this Amendment deletes from AAsB 124 individual key 1 July 2013 minimal 1 July 2013
management personnel disclosure requirements for disclosing
entities that are not companies.
reference: aasB 2012-2
title: amendments to australian accounting standards – disclosures – offsetting financial assets and
financial Liabilities
AAsB 2012-2 principally amends AAsB 7 Financial Instruments: 1 January 2013 minimal 1 July 2013
Disclosures to require disclosure of information that will enable
users of an entity’s financial statements to evaluate the effect
or potential effect of netting arrangements, including rights of
set-off associated with the entity’s recognised financial assets and
recognised financial liabilities, on the entity’s financial position.
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AnnUAL RePoRt 2012 37

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 1: stateMent of sIgnIfIcant accountIng poLIcIes continued

		Impact	Application
	Application	on group	date for the
	date for	fnancial	economic
Summary	standard	report	entity
reference: aasB 2012-5 title: amendments to australian accounting standards arising from annual Improvements 2009–2011 cycle AAsB 2012-5 makes amendments resulting from the 2009-2011 Annual Improvements Cycle. the standard addresses a range of improvements, including the following: • repeat application of AAsB 1 is permitted (AAsB 1); and • clarifcation of the comparative information requirements when an entity provides a third balance sheet (AAsB 101 Presentation of Financial statements). 1 January 2013 minimal 1 July 2013 reference: aasB 2012-3 title: amendments to australian accounting standards – offsetting financial assets and financial Liabilities
AAsB 2012-3 adds application guidance to AAsB 132 Financial	1 January 2014	minimal	1 July 2015
Instruments: Presentation to address inconsistencies identifed
in applying some of the offsetting criteria of AAsB 132, including
clarifying the meaning of “currently has a legally enforceable
right of set-off” and that some gross settlement systems may be
considered equivalent to net settlement.

• AAsB eD 215 mandatory effective date of IFRs 9 proposes to defer the mandatory effective date of AAsB 9 from annual periods beginning 1 January 2013 to annual periods beginning on or after 1 January 2015, with early application permitted. At the time of preparation, finalisation of standard is still pending by the AAsB. However, the IAsB has deferred the mandatory effective date of IFRs 9 to annual periods beginning on or after 1 January 2015, with early application permitted.

w) Critical accounting estimates and assumptions

exploration – refer to note 1 (l) and (p)

the Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the consolidated group.

x) The financial report was authorised for issue on 28th September 2012 by the Board of Directors

38 West WIts mInInG LImIteD

note 2: parent InforMatIon

the following information has been extracted from the books and records of the parent and has been prepared in accordance with accounting standards.

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Statement of Financial
Position - Parent Entity
2012 2011
$ '000 $ '000
assets
non-current Assets
trade and other receivables 14,181 12,846
other financial assets 12,830 8,250
Property, plant and equipment 5 7
total non-current assets 27,016 21,103
current Assets
Cash and cash equivalents 159 440
trade and other receivables 27 24
other current assets 13 9
total current assets 199 473
Total assets 27,215 21,576
eQuIty and LIaBILItIes
eQuity AttriButABle to owners oF the PArent
share capital 29,582 23,744
Retained earnings (2,579) (2,230)
total equity 27,003 21,514
liABilities
trade and other payables 212 62
total liabilities 212 62
Total equity and liabilities 27,215 21,576
Statement of Comprehensive
Income - Parent Entity
2012 2011
$ '000 $ '000
Loss for the year (349) (371)
Total comprehensive income/(loss) for the year (349) (371)
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AnnUAL RePoRt 2012 39

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 2: parent InforMatIon continued

GuArAntees

West Wits mining Ltd has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries (2011: nil).

continGent liABilities

At 30 June 2012 West Wits mining Ltd had no contingent liabilities (2011: nil).

note 3: revenue

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----- Start of picture text -----

2012 2011
$ ‘000 $ ‘000
oPerAtinG Activities
Interest received - other parties 68 35
total operating revenue 68 35
non-oPerAtinG Activities
sundry revenue 9 50
total non-operating activities 9 50
Total revenue 77 85
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note 4: expenses for the year

the Company has been pursuing the goal of realising value from its south African mining assets in order to fund further exploration program and development of the Derewo River Gold Project. In the 31st December 2011 half-year review report, the Company had reclassified the carrying value attributable to the Randfontein Cluster as “Asset Held For sale”, pending the completion of the due diligence and finalisation of sale contract.

on 25th January 2012, the Company announced that it entered into an agreement to sell its Randfontein Cluster exploration assets to mintails Limited, for AUD$9,000,000 subject to completion of due diligence.

on 17th may 2012, the Company had completed the sale of the Randfontein Cluster exploration assets to mintails Limited for AUD $9,000,000.00. Under the terms of the sale, deferred payment terms were as below:

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$ ’000
Initial payment received on 23 may 2012: 2,000
Due 6 months from initial payment: 1,000
Due 9 months from initial payment: 1,000
Due 12 months from initial payment: 1,000
Due later of 15 months from initial payment or upon grant of transfer of title by south African
Department of minerals & Resources: 1,000
Due upon grant of transfer of title by south African Department of minerals & Resources: 3,000 []
Total payments 9,000
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• Paid progressively based on R110 per tonne of ore processed.

Due to the delayed payment terms, the following revenue and expense was recognised in the current year:

Income recognised in the 2012 year:	5,000
Carrying value of assets sold:	(9,492)
Foreign exchange loss on assets sold:	(149)
Loss on sale of assets	(4,641)

40 West WIts mInInG LImIteD

note 5: IncoMe tax expense

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----- Start of picture text -----

2012 2011
Note $ ‘000 $ ‘000
A) the comPonents oF tAx exPense comPrise:
Current tax expense/(income) unrecognised 656 415
- Deferred tax due to temporary differences - unrecognised 6 85
662 500
B) the PrimA FAcie tAx on losses From orDinAry Activities
BeFore income tAx is reconcileD to the income tAx
As Follows:
Prima facie tax payable on loss from ordinary activities before income
tax at 30% (2011: 30%):
- economic entity (2,132) (478)
- effect of different tax rates of subsidiaries operating in other
jurisdictions D) 143 12
(1,988) (466)
ADD
tax effect of:
- non-deductible legal fees 14 28
- entertainment expenses 4 2
- share options expensed during the year 185 9
- Unearned income 1,233 -
1,435 39
less
tax effect of:
- section 40-880 deduction (109) (73)
(109) (73)
Deferred tax asset not bought to account 662 500
Income tax attributable to entity - -
c) DeFerreD tAx Assets not BouGht to Account, the BeneFits
oF which will only Be reAliseD iF the conDitions For
DeDuctiBility set out in note 1 (B) is met:
the directors estimate that the potential deferred tax asset at 30 June
2012 in respect of tax losses not brought to account is:
Carried forward losses 1,423 761
D) the tAx rAte oF suBsiDiAries oPerAtinG in other
jurisDictions Are:
- south Africa 29% (2011: 29%)
- Indonesia 25% (2011: 25%)
- Hong Kong 16.5% (2011: 16.5%)
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AnnUAL RePoRt 2012 41

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 6: key ManageMent personneL

A) Directors

the following persons were Directors of West Wits mining Limited during the financial year:

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Name Position
michael Quinert executive Chairman
Daniel Pretorius non-executive Director
Vincent savage non-executive Director
Phillip Hains non- executive Director and Company secretary
Hulme scholes non-executive Director
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B) other key mAnAGement Personnel

the following person also had authority and responsibility for planning, directing and controlling the activities of the economic entity, directly or indirectly during the financial year:

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Name Position Employer
tim Chapman General manager - Corporate West Wits mining Ltd
c) key mAnAGement Personnel comPensAtion
2012 2011
$ ‘000 $ ‘000
short-terM eMpLoyMent BenefIts
Cash, salary and fees 487 401
other 180 180
667 581
share Based payMents
equity settled options 108 29
108 29
Total 775 610
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42 West WIts mInInG LImIteD

D) oPtions AnD riGhts holDinGs

the number of options over ordinary shares in the Company held during the financial year by each Director of West Wits mining Limited and other Key management Personnel of the economic entity, including their personally related parties, are set out below:

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----- Start of picture text -----

Balance Granted as Net Balance at
at start of compen- Options change end of the Vested & Escrowed
2012 the year sation exercised other year exercisable & unvested
michael Quinert 4,476,192 4,500,000 - - 8,976,192 5,690,477 3,285,715
Daniel Pretorius 1,000,000 - - - 1,000,000 1,000,000 -
Vincent savage 12,500,000 2,500,000 - - 15,000,000 13,333,333 1,666,667
Phillip Hains - 500,000 - 87,500 587,500 254,167 333,333
Hulme scholes 250,000 - - - 250,000 250,000 -
-
18,226,192 7,500,000 87,500 25,813,692 20,527,977 5,285,715
tim Chapman 1,389,744 2,500,000 - - 3,889,744 3,735,897 153,847
trevor neale - 3,000,000 - - 3,000,000 1,000,000 2,000,000
1,389,744 5,500,000 - - 6,889,744 4,735,897 2,153,847
TOTAL 19,615,936 13,000,000 - 87,500 32,703,436 25,263,874 7,439,562
2011
michael Quinert 3,976,192 500,000 - - 4,476,192 4,190,477 285,715
Daniel Pretorius 1,000,000 - - - 1,000,000 1,000,000 -
Phillip Hains - - - - - - -
Hulme scholes - 250,000 - - 250,000 250,000 -
Grant Ferguson 5,611,112 - - - 5,611,112 4,944,445 666,667
Diederik van der Walt 1,988,096 - - - 1,988,096 1,845,238 142,858
12,575,400 750,000 - - 13,325,400 12,230,160 1,095,240
tim Chapman 1,189,744 200,000 - - 1,389,744 1,235,897 153,847
Louis Roos 1,289,744 - - - 1,289,744 1,135,897 153,847
- -
2,479,488 200,000 2,679,488 2,371,794 307,694
TOTAL 15,054,888 950,000 - - 16,004,888 14,601,954 1,402,934
----- End of picture text -----**

• Balance at date of appointment/ resignation.

** net change other refers to options issued for the year under review or traded on/off market, other than for compensation.

AnnUAL RePoRt 2012 43

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 6: key ManageMent personneL continued

e) shAreholDinGs

the number of shares in the Company held during the financial year by each Director of West Wits mining Limited and other Key management Personnel of the economic entity, including their personally related parties, are set out below. there were no shares granted during the period as compensation.

==> picture [441 x 343] intentionally omitted <==

----- Start of picture text -----

Balance
Balance at Received as Options Net change at the end
2012 start of year compensation exercised other of the year
michael Quinert 1,757,620 - - 275,000 2,032,620
Daniel Pretorius - - - - -
Vincent savage [#] 1,337,975 - - - 1,337,975
Phillip Hains 600,000 - - 350,000 950,000
Hulme scholes - - - - -
TOTAL 3,695,595 - - 625,000 4,320,595
- - -
tim Chapman 115,000 115,000
TOTAL 115,000 - - - 115,000
2011
michael Quinert 1,757,620 - - - 1,757,620
Daniel Pretorius - - - - -
Phillip Hains - - - 600,000 600,000
Hulme scholes - - - - -
Grant Ferguson 250,000 - - - 250,000
Diederik van der Walt* - - - - -
TOTAL 2,007,620 - - 600,000 2,607,620
tim Chapman 115,000 - - - 115,000
TOTAL 115,000 - - - 115,000
----- End of picture text -----**

• Balance at date of appointment/ resignation.

• ** net change other refers to shares issued for the year under review or traded on/off market, other than for compensation.

In addition to the above ordinary shareholdings, mr savage also has an indirect interest in 46,000,000 performance shares. these 46,000,000 performance shares are convertible to ordinary shares upon reaching 20,000 oz of gold on or before 27 July 2013.

F) loAns to Directors AnD key mAnAGement Personnel

there were no loans made to Directors and other Key management Personnel of the economic entity, including their personally related parties.

G)other trAnsActions with key mAnAGement Personnel

there were no other transactions with Key management Personnel not disclosed elsewhere in this report.

h) oPtion vAluAtion

the unlisted options issued to Directors and Key management Personnel of the economic entity for nil consideration during the period were valued based on the Black-scholes model, adjusted for their escrow and unlisted nature. the inputs for this model and valuation are disclosed in note 15.

44 West WIts mInInG LImIteD

note 7: audItor's reMuneratIon

note 7: audItor's reMuneratIon
	2012 2011
	$ ‘000 $ ‘000
Remuneration of the auditor of the parent entity for:
- Audit services and review of fnancial statements	26 30
	26 30
Remuneration of other auditors of subsidiaries for:
- Audit services and review of fnancial statements	90 81
	90 81

note 8: earnIngs/Loss per share

==> picture [441 x 183] intentionally omitted <==

----- Start of picture text -----

2012 2011
cents cents
A) BAsic eArninGs/(loss) Per shAre (1.49) (0.88)
B) DiluteD eArninGs/(loss) Per shAre (1.49) (0.88)
c) reconciliAtion oF eArninGs to ProFit/(loss)
Loss (7,106) (1,592)
Add back loss attributable to non-controlling interest 3,448 507
Earnings used to calculate basic and diluted EPS (3,658) (1,085)
No. No.
D) weiGhteD AverAGe numBer oF orDinAry shAres outstAnDinG
DurinG the yeAr useD in cAlculAtinG BAsic AnD DiluteD ePs 246,171,800 122,693,494
----- End of picture text -----

Diluted loss per share is equivalent to basic loss per share as the potentially dilutive securities are excluded from the computation of diluted loss per share because their effect is anti-dilutive.

note 9: trade and other receIvaBLes

note 9: trade and other receIvaBLes
Note	2012 2011
	$ ‘000 $ ‘000
current
trade receivables	161 1,720
Amounts receivable from:
- other entities (i)	3,000 -
	3,161 1,720
non-current
Amounts receivable from:
- associated entities	693 -
- other entities (i)	4,000 16
	4,693 16

(i) Relates to sale proceeds in relation to the sale of mining assets to mintails Limited as disclosed in note 4.

AnnUAL RePoRt 2012 45

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 10: property, pLant and eQuIpMent

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----- Start of picture text -----

Plant &
equipment Total
2012 $ ‘000 $ ‘000
Cost 238 238
Accumulated depreciation (57) (57)
181 181
Balance at the beginning of year 23 23
Additions 23 23
Disposals (1) (1)
WDV of assets acquired through purchase of subsidiaries 169 169
Depreciation expense (26) (26)
effect of movements in exchange rates (7) (7)
Carrying amount at the end of the year 181 181
2011
Cost 38 38
Accumulated depreciation (15) (15)
23 23
Balance at the beginning of year 43 43
Additions - -
Disposals (5) (5)
WDV of assets acquired through purchase of subsidiaries - -
Depreciation expense (14) (14)
effect of movements in exchange rates (1) (1)
Carrying amount at the end of the year 23 23
----- End of picture text -----

note 11: IntangIBLe asset

note 11: IntangIBLe asset
	2012 2011
	$ ‘000 $ ‘000
Land right
Cost	110 -
Accumulated amortisation	- -
	110 -
Balance at beginning of the year	- -
Acquisition	110 -
Amortisation	- -
Balance at the end of the year	110 -

the land right relates to the Company’s current right of tenure to conduct mining activities on the Derewo River, Papua Province, Indonesia. the right is currently issued until 2023.

46 West WIts mInInG LImIteD

note 12: expLoratIon & evaLuatIon

==> picture [441 x 482] intentionally omitted <==

----- Start of picture text -----

West Wits Mine,
Luipaards Vlei
Derewo River Rand & DRD East Champ Mine & West Rand Economic
Gold Project Leases D’or Mine Consolidated Lease entity total
2012 $ ‘000 $ ‘000 $ ‘000 $ ‘000 $ ‘000
Balance at the beginning
of the year - 9,309 1,497 9,157 19,963
Acquisition during
the year - - - - -
tenements acquired 4,901 - - - 4,901
exploration expenses 893 25 - - 918
- -
tenements disposed (1,315) (8,044) (9,359)
Foreign exchange
translation gain/(loss) (5) (1,295) (182) (1,113) (2,595)
Asset reclassified as
‘held for sale’ - - - - -
Carrying amount at the
end of the year 5,789 8,039 - - 13,828
2011
Balance at the beginning
of the year - 10,209 1,645 9,937 21,791
tenements acquired - - - - -
exploration expenses - 82 11 176 269
Foreign exchange
translation gain/(loss) - (982) (159) (956) (2,097)
Carrying amount at the
end of the year - 9,309 1,497 9,157 19,963
2012 2011
$ ‘000 $ ‘000
exploration expenditure - capitalised 918 269
exploration expenditure - non-capitalised 838 85
1,756 354
----- End of picture text -----

AnnUAL RePoRt 2012 47

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 13: cash and cash eQuIvaLents

note 13: cash and cash eQuIvaLents
	2012 2011
	$ ‘000 $ ‘000
Cash at bank	2,077 469
	2,077 469
reconcILIatIon of cash
Cash at the end of the fnancial year as show in the statement of cash fows reconciled to items in the statement of fnancial position as follows:
Cash and cash equivalents	2,077 469
	2,077 469

note 14: other assets

note 14: other assets
	2012 2011
	$ ‘000 $ ‘000
current
Prepayments	18 19
	18 19

note 15: Issued capItaL

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----- Start of picture text -----

2012 2011
$ $
ordinary shares A) 28,340,552 23,268,567
options over shares B) 1,241,108 475,304
29,581,660 23,743,871
2012 2011
Note No. $ No. $
A) orDinAry shAres
At the beginning of the reporting period 129,472,340 23,268,567 121,972,340 22,721,020
shares issued during year (i) 126,250,000 5,658,000 7,500,000 300,000
exercise of options - - - -
Working Capital received @ $0.04 per share
prior to the end of the reporting period (ii) - - - 272,000
Cost of lapsed options - - - -
transaction costs relating to share issues - ( 586,015) - ( 24,453)
At reporting date 255,722,340 28,340,552 129,472,340 23,268,567
----- End of picture text -----

ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

the Company is not limited to the number of equity instruments it can issue.

48 West WIts mInInG LImIteD

==> picture [441 x 656] intentionally omitted <==

----- Start of picture text -----

Issue price
(i) 2012 Details Number $ $
28/07/2011 share Purchase Plan 12,500,000 0.02 228,000
28/07/2011 Issued to fund working capital requirement 33,750,000 0.04 1,350,000
28/07/2011 Acquisition of Derewo River Gold Project 78,984,251 0.05 4,028,197
12/10/2011 Acquisition of Derewo River Gold Project 1,015,749 0.05 51,803
126,250,000 5,658,000
(i) 2011
26/05/2011 Working capital as per announcement
26 may, 2011 7,500,000 0.04 300,000
7,500,000 300,000
(ii) monies received by the Company from shareholders prior to the offer closure date for the share Purchase
Plan dated 26 may 2011. shares were subsequently issued on 28 July 2011.
2012 2011
Note No. $ No. $
B) oPtions
At the beginning of the reporting period 17,862,032 475,304 18,811,300 445,381
options issued during year (i) 60,562,500 765,804 1,150,000 29,923
exercise of options - - - -
expiration of options (ii) - - (2,099,268) -
At reporting date 78,424,532 1,241,108 17,862,032 475,304
Value at
(i) 2012 Details Number grant date $ $
28/07/2011 Issue as part of share Purchase Plan,
exercisable @ 0.08 on or before 28/07/2014 3,125,000 - -
28/07/2011 Issue to fund working capital requirement 8,437,500 - -
28/07/2011 Issue to parties in connection with services
provided to the Company, exercisable @ 0.012
on or before 28/07/2016 17,500,000 0.012 393,750
28/07/2011 options issued as part of Acquisition of
Derewo River Gold Project, exercisable
@ 0.08 on or before 27/07/2016 12,500,000 0.012 150,000
30/09/2011 Issued to Consultants, exercisable @ $0.08
on or before 30/09/2017 6,000,000 0.031 74,620
30/09/2011 Issued to Consultants, exercisable @ $0.08
on or before 30/09/2017 5,500,000 0.031 68,402
14/12/2011 Issued to Directors, exercisable @ $0.08
on
or before 30/09/2017 7,500,000 0.024 76,614
30/06/2012 expense relating to options issued in
- -
previous year 2,418
60,562,500 765,804
----- End of picture text -----

• these are listed options.

AnnUAL RePoRt 2012 49

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 15: Issued capItaL (continued)

==> picture [441 x 192] intentionally omitted <==

----- Start of picture text -----

Value at
(i) 2011 Details Number grant date $ $
26/05/2011 Issued to Directors, exercisable @ $0.10 on or
before 26/05/2016 750,000 0.030 22,669
26/05/2011 Issued to Consultants, exercisable @ $0.10 on or
before 26/05/2016 400,000 0.030 7,254
1,150,000 29,923
(ii) 2011
26/05/2011 options lapsed due to contract conditions not
being met (809,524) 0.000 -
26/05/2011 options lapsed due to employment conditions
not being met (1,289,744) 0.000 -
(2,099,268) -
----- End of picture text -----

c) shAre BAseD PAyments

i) Share based payments issued during the year

series 12

3,125,000 options were granted as part of the share Purchase Plan during the period.

the general terms of the options were:

• Life of 3 years from date of issue

• no dividends or voting rights attached

• exercise price set at a premium to share price at date of entitlement.

• Vested at issue

series 13

8,437,500 options were granted to fund working capital requirement.

the general terms of the options were:

• Life of 3 years from date of issue

• no dividends or voting rights attached

• exercise price set at a premium to share price at date of entitlement.

• Vested at issue

50 West WIts mInInG LImIteD

series 14

12,500,000 options were granted to a consultant during the period. the general terms of the options were:

• Life of 5 years from date of issue

• no dividends or voting rights attached

• exercise price set at a premium to share price at date of entitlement.

• Vested at issue

series 15

17,500,000 options were granted to a consultant during the period. the general terms of the options were:

• Life of 5 years from date of issue

• no dividends or voting rights attached

• exercise price set at a premium to share price at date of entitlement.

• Vested at issue

series 16

6,000,000 options were granted to a consultant during the period. the general terms of the options were:

• Life of 6 years from date of issue

• no dividends or voting rights attached

• exercise price set at a premium to share price at date of entitlement.

• Vest progressively in three tranches

• options issued as part of consultants package

series 17

5,500,000 options were granted to a consultant during the period. the general terms of the options were:

• Life of 6 years from date of issue

• no dividends or voting rights attached

• exercise price set at a premium to share price at date of entitlement.

• Vest progressively in three tranches

• options issued as part of consultants package

series 18

7,500,000 options were granted to a consultant during the period. the general terms of the options were:

• Life of 6 years from date of issue

• no dividends or voting rights attached

• exercise price set at a premium to share price at date of entitlement.

• Vest progressively in three tranches

• options issued as part of remuneration package or as compensation for work performed

AnnUAL RePoRt 2012 51

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 15: Issued capItaL (continued)

ii) Current share based payments in existence

==> picture [441 x 347] intentionally omitted <==

----- Start of picture text -----

Value
Exercise attributed at
Series issued Quantity Grant date Expiry date price grant date
(1) 14/12/2007 6,800,000 1/11/2007 15/12/2012 $0.20 $0.028
(2) 14/12/2007 2,000,000 1/11/2007 15/12/2012 $0.20 $0.028
(3) 07/03/2008 300,000 8/02/2008 7/03/2013 $0.30 $0.155
(4) 09/12/2008 2,750,000 8/12/2008 9/12/2013 $0.20 $0.012
(5) 09/12/2008 2,500,000 8/12/2008 9/12/2013 $0.20 $0.012
(6) 09/12/2008 833,331 8/12/2008 9/12/2013 $0.20 $0.012
(7) 03/12/2009 1,015,876 27/11/2009 3/12/2014 $0.20 $0.063
(8) 03/12/2009 512,825 3/12/2009 3/12/2014 $0.20 $0.039
(9) 26/05/2011 750,000 26/05/2011 26/05/2016 $0.10 $0.030
(10) 26/05/2011 200,000 26/05/2011 26/05/2016 $0.10 $0.030
(11) 26/05/2011 200,000 26/05/2011 26/05/2016 $0.10 $0.030
(12) 28/07/2011 3,125,000# 28/07/2011 28/07/2014 $0.08 -
(13) 28/07/2011 8,437,500# 28/07/2011 28/07/2014 $0.08 -
(14) 28/07/2011 12,500,000 28/07/2011 28/07/2016 $0.08 $0.012
(15) 28/07/2011* 17,500,000 28/07/2011 28/07/2016 $0.08 $0.012
(16) 30/08/2011 6,000,000 30/09/2011 30/09/2017 $0.08 $0.031
(17) 30/08/2011 5,500,000 30/09/2011 30/09/2017 $0.08 $0.031
(18) 14/12/2011 7,500,000 30/09/2011 30/09/2017 $0.08 $0.024
78,424,532
----- End of picture text -----*

• Listed options

• options vest upon issue.

• ** options vest over 0 to 2 years from date of issue

• *** options vest upon the following KPI’s being met:

• 15% Immediately

• 25% submission of mine plans & environmental management plant to Department of mineral Resources

• 25% Approval of mining from DmR

• 25% Commencement of mining at emerald Resource Project

• 10% Achievement of 500,000 ounces delineated to JoRC complaint resource

• **** options vest progressively in three tranches:

• one third vest immediately upon issue

• one third on the first anniversary of the issue date of the options; and

• one third on the second anniversary of the issue date of the options

All options are to be settled with the physical delivery of ordinary shares.

52 West WIts mInInG LImIteD

the value attributed to the options issued under the plan is based on the Black-scholes model, adjusted for their escrow and unlisted nature. the inputs for this model were:

==> picture [440 x 180] intentionally omitted <==

----- Start of picture text -----

Series 14-15 16-17 18
Recipient employee & Consultant employee & Consultant Director
Grant date 28/07/2011 30/08/2011 14/12/2011
share price $0.051 $0.046 $0.037
exercise price $0.08 $ 0.08 $0.08
Implied volatility 88 89 89
option life (years) 5 6 6
expected dividends - - -
Risk free rate 4.68% 3.99% 3.31%
escrow period (years) - 0-2 0-2
Adjustment for escrow (pa) 10% 10% 10%
Adjustment for unlisted nature (pa) 5% 5% 5%
----- End of picture text -----

the weighted average fair value of the options granted during the year is $0.022 (2011: $0.030).

Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future trends, which may not eventuate.

the life of the options is based on the expected exercise pattern of options, being the expiry date of the options, which may not eventuate in the future.

the value of the share based payments expensed to the statement of comprehensive income during the year is $222,054 (2011: $29,923). this amount appears in the Corporate Administration and Directors Fees lines of the statement of comprehensive income.

iii) Reconciliation of outstanding share based payments

	2012 2011
	Number of options Weighted average exercise price Number of options Weighted average exercise price
	$ $
Balance at the beginning of the year	17,862,032 0.15 18,811,300 0.20
Granted during the year	49,000,000 0.08 1,150,000 0.10
Forfeited during the year	- - - -
exercised during the year	- - - -
expired during the year	- - (2,099,268) -
Balance at the end of the year	66,862,032 0.12 17,862,032 0.15
Exercisable at the end of the year	36,333,333 0.08 4,618,146 0.10

iv) Exercised during the year

no options were exercised during the year (2011: nil).

v) Balance at the end of the year

the share options outstanding at the end of the year had exercise prices in the range of $0.08 to $0.30, and a weighted average remaining contractual life of 2.60 years (2011: $0.10 to $0.30 & 2.18 years).

AnnUAL RePoRt 2012 53

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 16: other coMponents of eQuIty

note 16: other coMponents of eQuIty
	2012 2011
	$ ‘000 $ ‘000
Foreign currency translation reserve	(4,521) (3,548)
	(4,521) (3,548)
A) ForeiGn currency trAnslAtion reserve
the foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary
movement during the year
opening balance	(3,548) (1,772)
Adjustment arising from the translation of foreign controlled entities’ fnancial statements	(973) (1,776)
Closing balance	(4,521) (3,548)

note 17: provIsIons

==> picture [441 x 257] intentionally omitted <==

----- Start of picture text -----

2012 2011
Note $ ‘000 $ ‘000
current
employee entitlements
opening balance at the beginning of the year 1 18
Additional provisions - 2
Amounts used - (2)
Unused amounts reversed (1) (15)
effect of movements in exchange rates - (2)
Balance at the end of the year - 1
non-current
Land Rehabilitation
opening balance at the beginning of the year 370 409
Unused amounts reversed (i) (334) -
effect of movements in exchange rates (36) (39)
Balance at the end of the year - 370
----- End of picture text -----

(i) the provision was recognised in previous years for environmental Rehabilitation to cover any potential liability that the Company may have for rehabilitating land on the east Rand. this provision is written off during the financial year as east Rand has been sold to mintails Ltd and the Company is no longer liable for rehabilitation of the land.

54 West WIts mInInG LImIteD

note 18: trade and other payaBLes

note 18: trade and other payaBLes
	2012 2011
	$ ‘000 $ ‘000
current
trade payables	522 114
sundry payables and accrued expenses	270 144
Amounts payable to:
- associated entities	270 -
	1,061 258
non-current
Unsecured liabilities
- associated entities	423 -
	423 -

note 19: unearned IncoMe

Note	2012 2011
	$ ‘000 $ ‘000
non-current
Unearned income (i)	4,000 -
	4,000 -

(i) the unearned income relates to the sale of mining assets to mintails Limited as disclosed in note 4.

note 20: controLLed entItIes

A) controlleD entities consoliDAteD

A) controlleD entities consoliDAteD
Country of incorporation	Percentage owned (%)*
	2012 2011
parent entIty:
West Wits mining Limited Australia
suBsIdIarIes of West WIts MInIng LIMIted:
West Wits mining sA (Pty) Ltd south Africa	72 72
West Wits mLI (Pty) Ltd south Africa	76 76
mining & mineral Reclamation services (Pty) Ltd south Africa	76 76
West Wits monarch (Pty) Ltd south Africa	76 76
nuGold Company Ltd (Hong Kong) Hong Kong	100 -
Pt. nuGold Indonesia Indonesia	100 -
Pt. madinah Qurrata’ain Indonesia	80 -

• Percentage of voting power is in proportion to ownership.

B) AcQuisition oF controlleD entities

on 28th July, 2011, West Wits mining Limited acquired 100% of nuGold Company Ltd (Hong Kong), which incorporates a 100% holding in Pt nuGold Indonesia. Full details of the acquisitions are detailed in note 24.

AnnUAL RePoRt 2012 55

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 21: coMMItMents

the CFo solution provides Accounting, Company secretarial and Administrative services at a rate of $15,000 per month plus Gst. this commitment may be terminated with 3 months’ notice from either party.

Quinert Rodda & Associates provides Legal and Administrative services at a rate of $7,000 per month plus Gst. this commitment may be terminated with 3 months’ notice from either party.

DRD Gold provides Geology Consultancy services at a rate of approximately ZAR 17,100 plus VAt (AUD 2,500 per month). this commitment may be terminated with 3 months’ notice from either party.

note 22: contIngent LIaBILItIes and contIngent assets

the consolidated entity is not involved in any legal or arbitration proceedings and, so far as Directors are aware, no such proceedings are pending or threatened against the consolidated entity.

note 23: operatIng segMents

the economic entity operates in 1 industry segment, mining and exploration, and its activities can be divided into 3 reportable segments based on reports received and reviewed by its executive Chairman (chief operating decision maker).

the 3 reportable segments are based on 3 distinct geographical locations, south Africa, Indonesia and Australia. mining and exploration activities are carried only on the south African and Indonesian segments; whereas the Australian segment reflects only the administrative arm of the business that supports the mining and exploration activities in the other 2 geographical locations.

==> picture [441 x 211] intentionally omitted <==

----- Start of picture text -----

South Africa Indonesia Australia Consolidated
2012 $ ’000 $ ’000 $ ’000 $ ’000
external sales - - - -
other revenue 10 1 66 77
Unallocated revenue - - - -
Total 10 1 66 77
segment result (6,405) (210) (491) (7,106)
Unallocated result - - - -
Income tax benefit/(expense) - - - -
Net loss after tax (6,405) (210) (491) (7,106)
other
Acquisition of non-current segment assets - 24 - 24
Depreciation & amortisation 3 - 2 5
----- End of picture text -----

56 West WIts mInInG LImIteD

==> picture [441 x 413] intentionally omitted <==

----- Start of picture text -----

South Africa Indonesia Australia Consolidated
2011 $ ’000 $ ’000 $ ’000 $ ’000
external sales - - - -
other revenue 53 - 33 85
Unallocated revenue - - - -
Total 53 - 33 85
segment result (1,221) - (371) (1,592)
Unallocated result - - - -
Income tax benefit/(expense) - - - -
Net loss after tax (1,221) - (371) (1,592)
other
Acquisition of non-current segment assets 6 - - 6
Depreciation & amortisation 11 - 13 11
2012 2011
Segment assets $’000 $’000
south Africa 17,733 20,043
Australia 204 2,167
Indonesia 6,131 -
Total assets 24,068 22,210
Segment liabilities
south Africa 4,804 566
Australia 213 63
Indonesia 467 -
Total liabilities 5,484 629
----- End of picture text -----

note 24: BusIness coMBInatIon

the Company completed the sale of share agreement on the 27 July 2011 with Paniai Gold Limited to acquire 100% equity of nuGold Company Ltd, a Hong Kong Corporation. the acquisition was approved by shareholders 2 may 2011. West Wits assumed effective control of nuGold Company Ltd on 27 July 2011.

nuGold Company Ltd, a Hong Kong Corporation, holds 100% equity interest in the Indonesian corporation Pt. nuGold Indonesia (which company owns 80% of the issued capital of Pt. madinah Qurrata’ain) holds an 80% interest in a gold exploration and extraction project in the Papua new Guinea region known as the Derewo River Gold Project.

the Company believes that the Derewo River Gold Project is a promising new exploration project and will offer near term gold production opportunity.

AnnUAL RePoRt 2012 57

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 24: BusIness coMBInatIon continued

A) consiDerAtion

A) consiDerAtion
	$ ’000
ordinary shares 80,000,000 in West Wits mining Ltd at $0.051 per share	4,080
Performance shares 46,000,000 in West Wits mining Ltd1	-
Listed options 12,500,000 in West Wits mining Ltd	150
Cash consideration	350
Loan acquired in acquisition	(110)
Total consideration	4,470

1 the 46,000,000 performance shares (non-voting and non-participation) are convertible to ordinary shares contingent on achieving 20,000 oz. of gold by 27th July 2013.

B) FAir vAlues

Details of the fair values at the date of acquisition are set out below:

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Final fair
Initial value Adjustment value
$ ’000 $ ’000 $ ’000
assets
Cash and cash equivalents 3 - 3
Receivables 15 15
Land right 110 - 110
Property, plant and equipment 169 - 169
exploration, evaluation and development 52 4,739 4,791
Total assets 349 4,739 5,088
LIaBILItIes
trade and other payables 618 - 618
Total liabilities 618 - 618
Fair value of identifiable net assets (269) 4,739 4,470
----- End of picture text -----*

• the fair value adjustment to exploration, evaluation and development costs on consolidation of $4,739,136 is attributed to the significant potential, and local and strategic value of the tenements held by nuGold Company Limited in Indonesia. the Directors do not believe that this should be impaired further because the Company has received promising gold results on some of the areas of interest and the gold price has increased substantially since acquisition.

58 West WIts mInInG LImIteD

note 25: cash fLoW InforMatIon

A) reconciliAtion oF cAsh Flow From oPerAtions with loss AFter income tAx

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2012 2011
$ ‘000 $ ‘000
Loss for the period attributable to owners of parent entity (3,658) (1,085)
Add back depreciation expense 26 19
Less exploration expenses capitalised (918) (281)
Add back rehabilitation liability (334) -
Add back loss borne by parent (3,448) (507)
Add back FX adjustment - 8
Add back equity issued for nil consideration 222 -
-
Add back disposal of mining assets 4,492
Add back provisions (1) (15)
(Increases)/Decreases in accounts receivable (119) (146)
(Increases)/Decreases in other current assets - (189)
Increases/(Decreases) in accounts payable 813 4
other - 4
Cash flow from operations (2,925) (2,188)
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B) non-cAsh FinAncinG AnD investinG Activities

there has been no event not already disclosed elsewhere in the Annual Report.

note 26: events occurrIng after the end of the reportIng perIod

no significant events have occurred since balance date that has not been disclosed elsewhere in this report.

AnnUAL RePoRt 2012 59

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 27: reLated party transactIons

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2012 2011
$ ‘000 $ ‘000
transactions between related parties are on normal commercial terms and
conditions no more favourable than those available to other parties unless
otherwise stated.
transactIons WIth reLated partIes:
Legal fees that were paid payable to Quinert Rodda & Associates, a Director
related entity to mr michael Quinert. 92 85
Loan given to mintails Ltd, a non-executive Director related entity to mr. Diederik
van der Walt. - 1,687
Commission, placement fees & corporate advisory fees paid to Peregrine
Corporate Ltd, a Director related entity to mr michael Quinert. 180 165
----- End of picture text -----*

• mintails Limited ceased to be a related party with West Wits mining Limited upon resignation of mr Diederik van der Walt on 15th october 2010.

note 28: fInancIaL InstruMents

Capital management

the economic entity’s policy is to maintain a strong and flexible capital base to maintain investor, creditor and market confidence and to sustain future development of the business. the board monitors the return on capital, which the Company defines as total shareholders equity attributable to members of West Wits mining Limited divided by the quantity of shares on issue. the economic entity is not subject to externally exposed capital requirements.

Financial risk management

the economic entity’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. management have established risk management policies to identify and analyse the risks faced by the Company and the group, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the economic entity’s activities.

Risk management is overseen by the Audit, Risk and Compliance Committee.

A) mArket risk

i) Foreign exchange risk

the economic entity is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currency of each company within the Group.

the economic entity also has exposure to foreign exchange risk in the currency cash reserves it holds to meet subsidiary loan requirements. this is kept to an acceptable level by buying foreign currency at spot rates only to fund short term cash requirements.

the economic entity’s exposure to foreign exchange risk has not changed from the previous year. the economic entity does not make use of derivative financial instruments to hedge foreign exchange risk.

60 West WIts mInInG LImIteD

the carrying amount of the economic entity’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

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South African Rand Indonesian Rupiah
2012 (ZAR) (IDR)
Assets 81,497,194 628,626,710
Liabilities (40,459,122) (4,262,917,512)
Total exposure 41,038,072 (3,634,290,802)
2011
Assets 17,127,330 -
Liabilities (1,018,540) -
Total exposure 16,108,790 -
----- End of picture text -----

the following significant exchange rates applied during the year:

Currency	Average rate 30 June spot rate
	2012 2011 2012 2011
south African Rand (ZAR)	8.0343 6.9409 8.4217 7.2537
Indonesian Rupiah (IDR)	9305.82 - 9122.38 -

sensitivity analysis

the economic entity is exposed to the south African Rand (ZAR) and Indonesian Rupiah (IDR). the average annual movement in the AUD/ZAR and AUD/IDR exchange rates over the last 5 years were 8% for ZAR and 4% for IDR (2011: 7% for ZAR and 5% for IDR) based on the year-end spot rates. An 8% strengthening of the ZAR and a 4% strengthening of the IDR against the AUD at 30 June would have increased/(deceased) equity and loss by the amounts show below. this analysis assumes that all other variables, in particular interest rates, remain consistent. the analysis is performed on the same basis for 2011.

	Equity Loss
	$ $
30-June-12	(554,205) 484,349
30-June-11	(1,546,139) (103,115)

AnnUAL RePoRt 2012 61

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 28: fInancIaL InstruMents continued

ii)Interest rate risk

the economic entity is exposed to interest rate risk via the cash and cash equivalents that it holds. Interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates. to reduce risk exposure, the economic entity ensures that cash and cash equivalents are placed in high credit quality financial institutions. the objective of managing interest rate risk is to minimise the economic entity’s exposure to fluctuations in interest rate that might impact its interest revenue and cash flow.

the economic entity’s exposure to interest rate risk and the weighted average interest rates on the economic entity’s financial assets and financial liabilities are as follows:

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Weighted
average Floating Fixed Interest Non-interest
interest rate interest rate Within 1 year bearing Total
2012 % $ $ $ $
econoMIc entIty
FinAnciAl Assets
Cash and cash equivalents 5.92 2,077,305 - - 2,077,305
trade and other receivables - - 7,854,926 7,854,926
FinAnciAl liABilities
trade and other payables - - (5,484,419) (5,484,419)
other receivables - - - -
Net position 2,077,305 - 2,370,507 4,447,812
2011
econoMIc entIty
FinAnciAl Assets
Cash and cash equivalents 7.40 469,294 - - 469,294
trade and other receivables 8.00 - 1,685,960 34,069 1,720,029
FinAnciAl liABilities
trade and other payables - - (257,830) (257,830)
Net position 469,294 1,685,960 (223,761) 1,931,493
----- End of picture text -----

sensitivity Analysis

An increase or decrease of 1% in interest rates at the reporting date would have the following increase/ (decrease) effect on after tax loss and equity. this analysis assumes that all other variables, in particular foreign currency rates, remain constant. the analysis was performed on the same basis for 2011.

Economic Entity	Loss after tax Equity
	1% increase 1% decrease 1% increase 1% decrease
	$ $ $ $
2012
Variable rate instruments	(20,773) 20,773 (20,773) 20,773
2011
Variable rate instruments	(4,693) 4,693 (4,693) 4,693

62 West WIts mInInG LImIteD

B) creDit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the economic entity. the only current credit risk exposure to the Company is the risk of default on a loan that the Company has provided to a related party as disclosed in note 24.

surplus cash is invested with financial institutions of appropriate credit worthiness and the amount of credit exposure to any one counter party is limited.

the economic entity generally has no substantial exposure to credit risk as it has no trade receivables. However, during the year, the economic entity sold part of its south African operations to mintails Limited (refer note 4) with deferred settlement terms. $7,000,000, representing 89% of the carrying value of loans and receivables below is receivable from mintails Limited. the carrying amount of the financial assets represents the maximum credit risk exposure.

the economic entity’s maximum exposure to credit risk at the end of the reporting period was:

	Carrying amount
	2012 2011
	$ $
Loans and receivables	7,854,926 1,720,029
Cash and cash equivalents	2,077,305 469,294
	9,932,231 2,189,323

c) liQuiDity risk

Prudent liquidity risk management implies maintaining sufficient assets to meet liabilities as they fall due.

the economic entity is exposed to liquidity risk via the quantity and type of financial assets and liabilities it holds. the board ensures that the economic entity can meet its financial obligations as they fall due by maintaining sufficient reserves of cash and marketable securities, and identifying when they need to raise additional funding from the equity markets.

the economic entity's exposure to liquidity risk has remained unchanged from the previous year. the economic entity’s financial assets and liabilities are disclosed in the table contained within the interest rate risk note above.

Maturity Analysis

the economic entity’s maturity profiles of financial assets and liabilities are tabled below:

2012	Due within 1 year Due 1-5 years Over 5 years Total
	$ $ $ $
econoMIc entIty
FinAnciAl Assets - cAsh Flows reAlisABle
Cash and cash equivalents	2,077,305 - - 2,077,305
trade and other receivables	3,161,926 4,693,000 - 7,854,926
total expected infows	5,239,231 4,693,000 - 9,932,231
FinAnciAl liABilities Due to PAyment
trade and other payables	(1,061,419) (4,423,000) - (5,484,419)
total expected outfows	(1,061,419) (4,423,000) - (5,484,419)
Net infow on fnancial instruments	4,177,812 270,000 - 4,447,812

AnnUAL RePoRt 2012 63

notes to tHe FInAnCIAL stAtements FoR tHe YeAR enDeD 30 JUne 2012

note 28: fInancIaL InstruMents continued

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----- Start of picture text -----

2011
econoMIc entIty
FinAnciAl Assets - cAsh Flows reAlisABle
Cash and cash equivalents 469,294 - - 469,294
trade and other receivables 1,720,029 16,130 - 1,736,159
total expected inflows 2,189,323 16,130 - 2,205,453
FinAnciAl liABilities Due to PAyment
trade and other payables (257,830) - - (257,830)
total expected outflows (257,830) - - (257,830)
Net inflow on financial instruments 1,931,493 16,130 - 1,947,623
----- End of picture text -----

D) FAir vAlues

the fair value of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, as set out below.

	Carrying amount Fair value
	2012 2011 2012 2011
	$ $ $ $
econoMIc entIty
FinAnciAl Assets
Cash and cash equivalents	2,077,305 469,294 2,077,305 469,294
Receivables	7,854,926 1,720,029 7,854,926 1,720,029
Total fnancial assets	9,932,231 2,189,323 9,932,231 2,189,323
FinAnciAl liABilities
Payables	(5,484,419) (257,830) (5,484,419) (257,830)
Total fnancial liabilities	(5,484,419) (257,830) (5,484,419) (257,830)
Net assets	4,447,812 1,931,492 4,447,812 1,931,492

note 29: coMpany detaILs

the reGistereD oFFice oF the comPAny is:

the PrinciPle PlAces oF Business Are:

West Wits Mining Limited Australia suite 1 West Wits mining Limited 1233 High street suite 1 Armadale Victoria 3143 1233 High street Armadale Victoria 3143

South Africa

West Wits mining sA (Pty) Ltd 7 West street Houghton Johannesburg 2198

Indonesia

Pt. madinah Qurrata’ain Cikini Raya no 38 menteng Jakarta Pusat

64 West WIts mInInG LImIteD

DIReCtoRs’ DeCLARAtIon

the Directors of the Company declare that:

1. the financial statements and notes, as set out on pages 25 to 64, are in accordance with the Corporations Act 2001 and:

2. a) comply with Accounting standards and the Corporations Regulations 2001;

3. b) give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year ended on that date of the company and economic entity; and

4. c) comply with International Financial Reporting standards as disclosed in note 1

5. the Chairman and Chief Finance officer have each declared that:

6. a) the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

7. b) the financial statements and notes for the financial year comply with the Accounting standards; and

8. c) the financial statements and notes for the financial year give a true and fair view.

9. in the Directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

this declaration is made in accordance with a resolution of the Board of Directors.

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michael Quinert Director

Dated this 28th day of september 2012 melbourne

AnnUAL RePoRt 2012 65

InDePenDent AUDIt RePoRt

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66 West WIts mInInG LImIteD

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AnnUAL RePoRt 2012 67

InDePenDent AUDIt RePoRt

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68 West WIts mInInG LImIteD

sHAReHoLDeR InFoRmAtIon As At 24 sePtemBeR 2012

nuMBer of hoLders of eQuIty securItIes

orDinAry shAres

255,722,340 fully paid ordinary shares are held by 688 individual holders.

All ordinary shares carry one vote per share.

QuoteD oPtions

11,562,500 listed options exercisable @ $0.08 on or before 28 July, 2014 are held by 110 individual holders.

All ordinary shares carry one vote per share.

unlisteD oPtions

==> picture [441 x 142] intentionally omitted <==

----- Start of picture text -----

Quantity ASX Code Exercise Price Expiry Date Holders
8,800,000 WWIAm $0.20 15/12/2012 8
300,000 WWIAo $0.30 07/03/2013 1
6,083,331 WWIAI $0.20 9/12/2013 5
1,528,701 WWIAQ $0.20 03/12/2014 6
1,150,000 WWIAs $0.10 26/05/2016 5
30,000,000 WWIAK $0.08 28/07/2016 3
19,000,000 WWIAY $0.08 30/09/2017 10
66,862,032
----- End of picture text -----

AnnUAL RePoRt 2012 69

sHAReHoLDeR InFoRmAtIon As At 24 sePtemBeR 2012

tWenty Largest hoLders of Quoted securItIes

==> picture [440 x 398] intentionally omitted <==

----- Start of picture text -----

Fully paid
ordinary
shares
Shareholders Number %
1 GoC HLDGs LtD 33,449,477 13.08%
2 neALe tReVoR IAn 14,662,021 5.73%
3 Ie PRoPs PL 12,133,940 4.74%
4 eCR mIneRALs PLC 11,149,826 4.36%
5 Amn nom PL 9,013,552 3.52%
6 CItY seLeCt LtD 7,500,000 2.93%
7 QUeensLAnD mm PL 6,893,500 2.70%
8 GReGoRACH PL 6,782,226 2.63%
9 mALI oIL & GAs LtD 5,574,913 2.18%
10 DABeLU PL 4,880,000 1.91%
11 QUeensLAnD mm PL 4,625,000 1.81%
12 RonAY InV PL 4,273,034 1.67%
13 RIGI InV PL 4,250,000 1.66%
14 sCHUBeRt PeteR 3,120,000 1.22%
15 meRRIWee PL 2,800,000 1.09%
16 JP moRGAn nom AUst LtD 2,607,468 1.02%
17 DARontACK PL 2,450,000 0.96%
18 BeLL PotteR nom LtD 2,360,914 0.92%
19 HAIFA PL 2,200,000 0.86%
20 QUeensLAnD mm PL 2,160,000 0.84%
142,885,871 55.83%
----- End of picture text -----

dIstrIButIon of hoLders In each cLass of eQuIty securItIes

dIstrIButIon of hoLders In each cLass of eQuIty securItIes
	Fully paid ordinary shareholders
1 - 1,000	18
1,001 - 5,000	33
5,001 - 10,000	157
10,001 - 100,000	255
100,001 - and over	225
Total number of shareholders	688
Unmarketable parcels	274

70 West WIts mInInG LImIteD

tWenty Largest hoLders of Quoted optIons

==> picture [441 x 386] intentionally omitted <==

----- Start of picture text -----

Listed
Options
Option holders Number %
1 Ie PRoPs PL 1,222,222 10.57%
2 GoFFAVAn PL 902,639 7.81%
3 RARe eARtHs & mIneRALs PL 542,500 4.69%
4 GReGoRACH PL 500,000 4.32%
5 CHAImsBURY nom PL 462,500 4.00%
6 DABeLU PL 462,500 4.00%
7 ZAmAn PeRAK PL 400,000 3.46%
8 meRRIWee PL 350,000 3.03%
9 DYKe JoHn 325,000 2.81%
10 HARLAnD mARK CAmPBeLL 283,334 2.45%
11 HAIFA PL 275,000 2.38%
12 sCHUBeRt PeteR 275,000 2.38%
13 ABn AmRo CLeARInG sYDneY 262,500 2.27%
14 sYmInGton PL 222,222 1.92%
15 CALAmA HLDGs PL 222,222 1.92%
16 RAnDALL IAn PAtRICK 200,000 1.73%
17 WIsemAn RoY PeteR + B A 200,000 1.73%
18 CLoDene PL 187,500 1.62%
19 RonAY InV PL 150,000 1.30%
20 mARsHALL DAnIeL 150,000 1.30%
7,595,139 65.69%
----- End of picture text -----

dIstrIButIon of hoLders In each cLass of eQuIty optIons

dIstrIButIon of hoLders In each cLass of eQuIty optIons
	Equity Options
1 - 1,000	0
1,001 - 5,000	0
5,001 - 10,000	0
10,001 - 100,000	78
100,001 - and over	22
Total number of option holders	100

AnnUAL RePoRt 2012 71

sHAReHoLDeR InFoRmAtIon As At 24 sePtemBeR 2012

suBstantIaL sharehoLders

the names of substantial shareholders who have notified the company in accordance with section 671B of the Corporations Act, are:

Name	Quantity
GoC Holdings Limited trevor neale Queensland marketing management	33,449,477 14,662,021 13,678,500	ordinary shares ordinary shares ordinary shares
Ie Props PL	12,133,940	ordinary shares

sharehoLder enQuIrIes

shareholders with enquiries about their shareholdings should contact the share registry:

Security Transfer Registrar

770 Canning Highway, Applecross WA 6153 Phone: +61 8 9315 0933 Fax: +61 8 9315 2233 email: registrar@securitytransfer.com.au

change of address, change of naMe, consoLIdatIon of sharehoLdIngs

shareholders should contact the share Registry to obtain details of the procedure required for any of these changes.

annuaL report

shareholders do not automatically receive a hard copy of the Company’s Annual Report unless they notify the share Registry in writing. An electronic copy of the Annual Report can be viewed on the company’s website www.westwitsmining.com.

tax fILe nuMBers

It is important that Australian resident shareholders, including children, have their tax file number or exemption details noted by the share Registry.

chess (cLearIng house eLectronIc suBregIster systeM)

shareholders wishing to move to uncertified holdings under the Australian securities exchange CHess system should contact their stockbroker.

uncertIfIed share regIster

shareholding statements are issued at the end of each month that there is a transaction that alters the balance of an individual/company’s holding.

LIstIng ruLe 4.10.19 dIscLosure

the company has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives.

72 West WIts mInInG LImIteD

CoRPoRAte DIReCtoRY

dIrectors

michael Quinert Daniel Pretorius Hulme scholes Vincent savage Phillip Hains

coMpany secretarIaL

Phillip Hains terri Bakos

soLIcItors

Quinert Rodda & Associates Level 19, 500 Collins street melbourne Victoria 3000

audItors

William Buck Level 20, 181 William street melbourne Victoria 3000

Bankers

regIstered offIce

suite 1 1233 High street Armadale Victoria 3143

national Australia Bank Level 2, 330 Collins street melbourne Victoria 3000

share regIster

security transfer Registrars 770 Canning Highway Applecross Western Australia 6153 Ph: +61 8 9315 0933 Fx: +61 8 9315 2233 email: registrar@securitytransfer.com.au

Quoted securItIes

ordinary shares – AsX Code: WWI Listed options – AsX Code: WWIo

Designed and produced by motivo

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West WIts mininG limiteD ABn 89 124 894 060 suite 1, 1233 High street Armadale Victoria 3143 Australia telephone: 03 8767 0225 Facsimile: 03 9620 5865 email: info@westwitsmining.com Website: www.westwitsmining.com