WEST WITS MINING LIMITED — Capital/Financing Update 2007

Dec 16, 2007

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PROSPECTUS

FOR THE ISSUE OF 62.5 MILLION SHARES AT AN ISSUE PRICE OF 20 CENTS EACH TO RAISE $12.5 MILLION, WITH THE ABILITY TO ACCEPT OVERSUBSCRIPTIONS FOR UP TO AN ADDITIONAL 12.5 MILLION SHARES ($2.5 MILLION)

SHARES OFFERED BY THIS PROSPECTUS SHOULD BE CONSIDERED SPECULATIVE THIS OFFER IS NOT UNDERWRITTEN PROPOSED ASX CODE: WWI

WEST WITS MINING LIMITED ABN 89 124 894 060

SPONSORING BROKER:

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AFSL No. 243 480

Contents

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Offer Summary 01
West Wits Mining Limited 03
Chairman’s Letter 06
1: Details of the Offer 07
2: Background 09
3: Project Overview 12
4: Status of the Project Area 21
5: Directors, Senior Management and Corporate Governance Principles 25
6: Risks 28
7: Independent Competent Person’s Report Summary 30
8: Investigating Accountant’s Report 57
9: Financial Information 62
10: Additional Information 72
11: Glossary of Defined Terms 80
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IMPORTAnT nOTICe

this Prospectus is dated 15 november 2007. A copy of this Prospectus was lodged with AsIC on 15 november 2007. AsIC and AsX and their respective officers take no responsibility for the contents of this Prospectus. the expiry date of this Prospectus is 16 December 2008. no shares will be allotted or transferred on the basis of this Prospectus later than 13 months from the date of this Prospectus.

this Prospectus provides information for investors to decide if they wish to invest in the Company and should be read in its entirety. If you have any questions about the desirability of, or procedure for, investing in the Company, please contact your stockbroker, accountant or independent financial adviser. the shares offered under this Prospectus carry no guarantee whatsoever with respect to return of capital investment, payment of dividends or future value. All financial amounts shown in this Prospectus are expressed in Australian dollars and exclusive of Gst unless otherwise indicated.

RePORTInG OF exPLORATIOn ReSuLTS AnD MIneRAL ReSOuRCeS

the information in this Prospectus that relates to exploration results, mineral resources or ore resources including the Independent Competent Person’s Report and the Independent Competent Person’s Report summary is based on information reviewed or compiled by Mr A n Clay. Mr Clay is the Managing Director of Venmyn Rand (Pty) Ltd,

the Independent Competent Person, and is a Fellow of the Australian Institute of Mining and Metallurgy. All information of this type is expressed in terms of the 2004 edition of the Australian Code for Reporting of exploration Results, Mineral Resources and ore Resources (“the JoRC Code”). Mr Clay has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity he is undertaking to qualify as a competent person as defined in the JoRC Code.

LISTInG APPLICATIOn

the Company will apply to AsX within seven days after the date of this Prospectus for admission to the official List and the official Quotation of the shares offered under this Prospectus.

the Company may seek a joint listing on the Jse Limited (“Jse”) in the future as part of satisfying south African exchange control requirements to permit it to acquire a minority interest in West Wits Mining sA (Pty) Ltd (“West Wits sA”) held by DRDGoLD Ltd (“DRDGoLD”).

Until such time as the acquisition of this minority interest proceeds, the Company’s shares will only be listed on AsX.

References to the potential future dual listing on Jse do not imply that the shares offered under this Prospectus will be admitted to quotation on Jse at any particular time or at all.

OFFER SUMMARY

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INDICATIVE TIMETABLE
Offer expected to open (Opening Date) 23 November 2007
Offer closes (Closing Date) 10 December 2007
Broker Offer Settlement 11 December 2007
Allotment 14 December 2007
Dispatch of statements of shareholding 17 December 2007
Official Quotation of Shares on ASX expected to commence (listing) 21 December 2007
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The above dates are indicative and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without further notice.

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Minimum Maximum
CAPITAL STRUCTURE Subscription Subscription
Number of existing Shares 5,500,120 5,500,120
Shares to be issued to acquire rights to Project Area
(excluding DRDGOLD assets) 41,250,000 41,250,000
Shares offered under this Prospectus 62,500,000 75,000,000
Number of Shares on issue at ASX Listing 109,250,120 121,750,120
Shares to acquire DRDGOLD minority interest post listing 38,250,000 38,250,000
Total Shares 147,500,120 160,000,120
Capitalisation at 20 cent Offer Price $29,500,024 $32,000,024
Number of Options on Issue 9,000,000 9,000,000
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• The acquisition of assets from DRDGOLD will be made through an allotment of shares in the Company’s proposed South African subsidiary, West Wits SA. It is the Company’s intention to apply for approval from the South African Reserve Bank (“SARB”) to subsequently acquire the DRDGOLD minority interest in West Wits SA through the issue of 38,250,000 Shares in accordance with the Acquisition Agreement. SARB approval will most likely include a requirement for the Company to successfully apply for joint listing of its Shares on the JSE.

** The Options have an exercise price of 20 cents and expire on 15 December 2012.

01 West Wits Mining Limited

OFFER SUMMARY cont.

General Offer and BrOker Offer

The Offer comprises the General Offer and Broker Offer. The General Offer and the Broker Offer are identical other than that the Broker Offer is only available to recipients of allocation notices from brokers. The General Offer and Broker Offer are interdependent and one will not proceed without the other. The Company, in consultation with the Sponsoring Broker, reserves the right to determine the respective participation of Applicants under the General Offer and the Broker Offer.

HOw tO apply fOr SHareS

Applications must be for a minimum of 10,000 Shares (AUD$2,000.00) and thereafter in multiples of 5,000 Shares (AUD$1,000.00).

All Applications must be made on an Application Form. Payment for the Shares must be made in full at the price of 20 cents per Share.

Applicants should read the instructions on the Application Form before applying for Shares.

General Offer

Completed Application Forms may be lodged at any time after the Opening Date but by no later than the Closing Date.

Cheques in Australian dollars must be made payable to "West Wits Mining Limited - Trust Account" and crossed "Not Negotiable".

Broker Offer

Application Forms received directly from applicants who are not brokers will automatically be treated as acceptances of the General Offer. It is therefore important that recipients of allocation notices from brokers return their Application Form and make payment in accordance with the instructions from their broker from whom the allocation notice was received if they wish to participate in the Broker Offer.

applicatiOn fOrMS:

must be delivered or mailed to:

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General Offer Broker Offer
Suite 2 Application Forms must
1233 High Street be returned to the Broker
Armadale, Victoria 3143 from whom the Broker
Offer allocation was
received.
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wHen tO apply

The Offer opens at 9:00 am EST on the Opening Date and will close at 5:00 pm EST on the Closing Date. The Company reserves the right to either close the Offer at an earlier time and date or to extend the closing time and date without prior notice. Applicants are encouraged to submit their Applications as early as possible.

aSX cOde

The ASX code “WWI” has been provisionally allocated to West Wits. If the Company is admitted to the Official List, ASX will post details of the ASX code allocated to the Company on its website, www.westwitsmining.com.

The Broker Offer is the offer to persons who received notice from their broker of an allocation of Shares for subscription. Recipients of allocation notices from brokers should contact their broker for information about how to accept the Broker Offer and how to submit their Application Form and arrange for payment of Application monies.

Your broker will act as your agent for the lodgement of the Application Form and settlement of payment of the Application monies. The Company is not responsible for Application Forms returned to brokers which are not forwarded to the Company or settled by brokers.

02 Prospectus

WEST WITS MINING LIMITED

West Wits Mining Limited (“West Wits" or "the Company”) is an exploration company which has been formed to delineate and potentially exploit rights and associated assets on the West Rand Goldfield situated on the Witwatersrand Basin near Johannesburg in South Africa (Figure 1).

tHe cOMpany’S prOjectS

The Company will bring together, through a consolidation of assets, rights over areas which were the subject of extensive historical production and are located on the north western side of the Witwatersrand Basin. These rights, to be held through subsidiaries in South Africa, include the right to explore the historic mine sites of:

• Rand Lease;

• Durban Roodepoort Deep Mine;

• East Champ D'Or Mine;

• Luipaardsvlei Mine;

• West Rand Consolidated Mine; and

• West Wits Mine.

These areas have historically yielded world-class mineral production and were an important part of the development of Johannesburg over the past 121 years. All of these leases exhibit outcropping of the dominant Bird, Kimberly, Main and South Reef Groups. These reef groups provided the basis for significant economic gold and uranium mining undertakings through the last century. The Company's objective is to re-examine these reef formations for economic potential utilising modern exploration techniques and new mining methods (Figures 2 and 4).

GrOup Structure

Rights to explore the Project Area will be held by South African subsidiaries to be acquired by West Wits upon successful completion of this Offer.

The Company will hold its interests in South African subsidiaries as described in Section 2.2. At the time of listing on ASX this will include a 72% holding in its main proposed South African subsidiary, West Wits SA, with the right to acquire the balance of outstanding shares in that company by issuing 38,250,000 Shares upon and subject to satisfying South African exchange control approval requirements.

The South African operating subsidiaries, which will be owned through West Wits SA, will be jointly owned with BEE partners. Each BEE partner will hold 26% of the shares in the South African operating subsidiaries.

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NORTHERN
PROVINCE
GAUTENG MPUMALANGA
NORTH WEST
Johannesburg
FREE
NATAL
STATE
NORTHERN Durban
CAPE
EASTERN CAPE
WESTERN CAPE
Cape Town SOUTH AFRICA
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Figure 1.

03 West Wits Mining Limited

WEST WITS MINING LIMITED cont.

HiGHliGHtS

The initial focus of West Wits will be to examine outcropping of the Bird Reef Group and, in particular, sections which have not previously been mined, for economic potential with respect to uranium and gold.

Reef outcrops: The Project Area contains outcrops of the Bird, Kimberley, Main, Main Reef Leader, South, Livingstone, Johnstone, Elsburg, Ventersdorp Contact and Black Reef Groups.

Near surface mineralisation potential: West Wits believes there is potential for near surface mineralisation which, subject to further exploration may give rise to opportunities for small-scale open cut mining in several areas where reefs are exposed and unworked.

Historical records: The available historical records assist in the generation of multiple potential gold and uranium targets.

Underground mineralisation potential: The Company believes there is potential underground mineralisation due to the presence of unexploited reefs and reef outcrops which are open at depth in a historically productive geological setting.

Access to reefs via historical infrastructure: The Company intends to gain access to historical

workings known to intersect with targeted reefs via an existing adit which requires only minimal refurbishment. This access should substantially augment the surface exploration program. In the longer term the Company plans to investigate the potential to open historical drives and shafts to gain further underground access in order to locate precise reef intersections and conduct sampling.

Historical underground workings: The Project Area under investigation contains extensive historical underground workings, which have previously yielded world-class production, and which provide potential for extraction of reef material through recovery of remnant pillars left in place by previous mining activity in the Project Area.

Surface access: The sections of the Project Area targeted for exploration are largely free of surface infrastructure which may otherwise have impeded the exploration program. The East Champ D’Or Mine, in particular, is virtually devoid of structures or competing land use activities.

Proximity to Johannesburg: The Project Area is in close proximity to Johannesburg, a city built on the mining industry. As such the infrastructure, services and labour force necessary to support the exploration program are readily accessible.

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Figure 2.

04 Prospectus

key iSSueS and riSkS

The following key issues and risks may affect the future performance of West Wits and the Shares offered under this Prospectus.

Water inundation: Access to a proportion of West Wits' underground areas is subject to water inundation, which may impede exploration operations deeper than 50-70 metres in those areas for the foreseeable future. However, these areas are not the focus of West Wits’ initial exploration plans and in the longer term it is expected that water levels will recede as a result of water treatment and processing initiatives currently being developed in the area by third parties.

Environmental management: Mining activities undertaken in South Africa require strict adherence to environmental management plans and programmes and in particular provision must be made for the discharge of rehabilitation obligations.

Mining charter objectives: West Wits’ interest in any future economic return from its activities will be diluted through the requirement to provide for equity of at least 26% in any mining operation to its BEE partners under South African mining law. The Company will not wholly own the subsidiaries in which prospecting and mining rights are to be held.

Regulatory approvals: Applications have been lodged to convert two granted old order mining rights into new order mining rights and to convert a new order prospecting right into a new order mining right. Upon approval of conversions, the Project Area rights are to be transferred to West Wits’ proposed subsidiaries. The Company believes that the conversion applications are in order and that there is no reason to believe that the relevant authorities in the ordinary course should not approve them and the proposed transfers. In the interim the Company has permission from the vendors to conduct exploration activities on the Project Area.

Possible future royalties: The South African government has released a bill for public comment which if enacted would operate to levy a royalty against revenue earned through mining activities. The quantum of the royalty is currently proposed to range between 1.5% to 3% of gross revenue depending on the type of commodity mined. Accordingly, any feasibility investigation for future mining activities will need to provide for potential payment of such royalties.

General risk factors that may affect the future performance of the Company and the Shares offered under this Prospectus, including exchange rates and currency conversion, government policy, exploration risks, general taxation risks, market fluctuations and other factors outside of the Company's control such as the general economic climate are set out in Section 6.

The Company will bring together, through a consolidation of assets, rights over areas which were the subject of extensive historical production and are located on the north western side of the Witwatersrand Basin.

05 West Wits Mining Limited

CHAIRMAN’S LETTER

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Dear Investor,

On behalf of the Directors, I invite you to subscribe for Shares in the initial public offering of West Wits Mining Limited (“West Wits” or “the Company”).

West Wits’ objective is to explore, delineate and, if commercially viable, extract gold and uranium from a Project Area located on the north-western side of the Witwatersrand Basin, Johannesburg, South Africa. The Witwatersrand Basin is regarded as one of the largest mineralised gold and uranium systems in the world and is widely known for its rich, continuous multiple reef ore-bodies. The history of mining in the region extends back to 1886 when gold was first discovered on what became known as the Rand Goldfields. Since 1886 over 50,000 tonnes of gold have been produced from the region. The Company’s Project Area is located on the western side of the Rand Goldfields and forms part of what came to be known as the West Rand Goldfield.

West Wits has entered into a contract for the acquisition of prospecting and mining rights from DRDGOLD Limited, Mintails Limited and Geotorm Investments Limited. These rights, which will be held through subsidiaries, comprise the historical holdings of Rand Lease, Durban Roodepoort Deep Mine (“the DRD Mine”), East Champ D’Or Mine, Luipaardsvlei Mine, West Rand Consolidated Mine and West Wits Mine. These mines collectively produced 61.4 million ounces of gold and 35 million pounds of uranium over the past 120 years. The reefs contained within the Project Area include features such as outcropping reef, untested virgin sections of reef, reefs open at depth and remnant pillars within the historic works.

West Wits has access to historical mining data, some of which dates back to initial activities in the region over 100 years ago. The Company believes that its Project Area holds the potential for gold and uranium mineralisation, which, when combined with current commodity prices and advanced processing technologies, may provide economic value.

The Company’s exploration program will seek to investigate three types of exploration targets:

• surface resource targets (less than 70m below surface) with open cut mining potential;

• unmined reefs with underground mining potential, particularly at shallow depths; and

• underground remnant pillar recovery potential and possible opportunistic recovery of remnant gold fines remaining from historical mining activities.

West Wits will initially focus on the well-known Bird Reef Group, which is contiguous through the Project Area. The section of the Bird Reef Group, which runs through the Rand Lease, was the subject of extensive commercial mining for a long period. The same reef has remained unexploited on the adjacent DRD Mine and will therefore provide a major focus of West Wits' initial exploration program.

Once exploration has begun on the Bird Reef Group, it is anticipated that other reef groups will be explored. Some of these reefs, such as the Main Reef Group, have been mined extensively, and may lend themselves to remnant pillar recovery. Other reef groups, such as the Kimberly, have the potential for larger open cut and underground remnant pillar recovery.

The Company has assembled an experienced team of geological, technical and corporate personnel to further its objectives. The Company's goal will be to apply the capital raised to explore the Project Area utilising modern exploration techniques and through examining available data concerning the region accumulated over 100 years.

I encourage you to read this Prospectus in full. It contains detailed information on the Company's rights in the Project Area, information regarding historic mining that has taken place in the Project Area and a description of the Company’s anticipated exploration program. This Prospectus incorporates an Independent Competent Person’s Report (refer to Section 7), which assesses the Company’s rights in the Project Area and its anticipated exploration plans.

On behalf of the Directors, I commend the Offer set out in this Prospectus to you and look forward to welcoming you as a Shareholder.

Yours sincerely,

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Michael Quinert Chairman

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06 Prospectus

SECTION 1: dETaIlS Of ThE OffEr

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07 West Wits Mining Limited

1. DETAILS OF THE OFFER

1.1 SHareS Offered under tHiS prOSpectuS

The number of Shares offered under this Prospectus is 62.5 million Shares at an issue price of 20 cents each to raise $12.5 million, together with the ability to accept oversubscriptions for up to 12.5 million shares to raise an additional $2.5 million. The Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s existing ordinary shares.

If applications for at least 62.5 million Shares are not received within four months after the date of this Prospectus, or if ASX does not grant permission for Official Quotation of the Shares within three months after the date of this Prospectus, or such longer periods permitted by the Corporations Act, the Company, in its absolute discretion, will either repay the application monies to Applicants without interest or (subject to any necessary ASIC or ASX waivers or consents being obtained) issue a supplementary or replacement Prospectus and allow Applicants one month to withdraw their Applications and be repaid their application monies without interest.

1.2 purpOSe Of tHe Offer

The purpose of the Offer is to raise funds to:

• satisfy the costs of the Offer;

• explore the Project Area pursuant to the Company’s explorations programs; and

• provide working capital to maintain the Company’s core activities.

1.3 uSe Of fundS

Upon completion of the Offer, the gross funds available to West Wits will be:

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Minimum Maximum
Total funds raised at IPO $12,500,000 $15,000,000
Approximate funds existing pre IPO capital raising $564,000 $564,000
Approximate gross funds available $13,064,000 $15,564,000
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It is anticipated that the funds available will be applied in the two years following completion of the Offer as follows:

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Minimum Maximum
Exploration program on the Project Area $8,115,000 $10,703,000
Administration – corporate administration, travel and marketing $2,401,000 $2,403,000
Costs of the Offer $1,000,000 $1,150,000
Total expenditure $11,516,000 $14,254,000
Working capital availability $1,540,000 $1,310,000
Total $13,064,000 $15,564,000
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• Details of the Company's anticipated exploration budget are set out in Section 3.4.

** Details of the anticipated costs of the Offer are set out in Section 10.14.

The Company anticipates that upon completion of the Offer it will have sufficient working capital to carry out its exploration activities and stated objectives. The Company has commitments consistent with its business objective to spend at least half of its cash following completion of the Offer.

08 Prospectus

SECTION 2: baCkgrOuNd

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09 West Wits Mining Limited

2. BACKGROUND

2.1 incOrpOratiOn Of tHe cOMpany

West Wits was incorporated as a mineral exploration company to delineate and potentially exploit mining rights and associated assets on the West Rand Goldfield. West Wits’ principal activity is the exploration of its Project Area for uranium and gold.

The founding of the Company followed discussions initiated late in 2006 between DRDGOLD Limited ("DRDGOLD") (JSE: DRDGOLD; NASDAQ: DROOY), Mintails Limited ("Mintails") (ASX: MLI) and a private company, Geotorm Investments Ltd ("Geotorm"). These discussions resulted in agreement being reached by the parties to consolidate certain parts of their respective West Rand Goldfield assets. The goal of the Company is to re-evaluate the Project Area with a view to commencing mining activities on the West Rand Goldfield.

2.2 prOpOSed GrOup Structure

West Wits Mining Limited Group

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DRDGOLD West Wits
28% 72% 100%
Di Kgosi Gold
West Wits SA BEE Partner
(BEE Partner)
26% 74% 74% 26%
West Wits Roodepoort West Wits Monarch
100%
The 28% interest held by DRDGOLD in West Wits
SA is proposed to be acquired by West Wits for an
issue of 38,250,000 Shares as described below which
MMRS
acquisition would take West Wits’ holding in West Wits
SA to 100%
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The rights to prospect and mine will be held in South African subsidiaries and will be acquired from DRDGOLD, Mintails SA, and Geotorm under the Acquisition Agreement. Shares of the Company will be issued to Mintails as the nominee of Mintails SA and Geotorm as consideration for acquiring various mining rights to be held by West Wits Roodepoort Mining (Pty) Ltd (“West Wits Roodepoort”) and its proposed subsidiary MMRS.

The Company will arrange for shares of its proposed subsidiary West Wits SA to be issued to DRDGOLD as consideration for the acquisition of the various mining rights to be held by West Wits Monarch (Pty) Ltd (“West Wits Monarch”). As set out above, West Wits SA will hold a 74% interest in each of West Wits Roodepoort and West Wits Monarch. Therefore, at the time of listing on ASX, the Company will hold a 72% interest in West Wits SA.

10 Prospectus

These arrangements have been formally notified to the South African Reserve Bank (“SARB”) which administers South Africa’s exchange control regulations. Exchange control regulations can operate to restrict the acquisition of South African assets through the issue of shares by a foreign company. In this case SARB has, so far as it is necessary, approved the acquisitions as set out above.

It is the Company’s intention to ultimately pursue its contractual right to acquire the minority interest DRDGOLD will hold in West Wits SA through allotting 38,250,000 Shares in the Company. However, the implementation of that acquisition will require further approval by SARB under exchange control regulations. In that regard, it is anticipated that a primary condition for SARB approval will require the Company to successfully procure a secondary listing (known as an inward listing) of its Shares on the JSE Limited; the principal securities market of South Africa. The Company intends to investigate the potential for a secondary inward listing in South Africa.

The proposed group structure will provide for continuing 26% participation in terms of ownership by BEE entities. Further details of the Acquisition Agreement are set out in Section 10.2(a) and the requirements for a BEE partner are set out in Section 4.1.

2.3 HiStOry Of tHe witwaterSrand

The Witwatersrand Reefs are located on the northern edge of the Witwatersrand Basin in the Guateng Province, Republic of South Africa. The discovery of gold there in 1886 initiated the establishment and rise of Johannesburg to become one of the world's greatest mining centres. The area is generally recognised as one of the most prominent gold and uranium mineralised systems in the world.

2.4 recent develOpMentS

In May of 2004 the Government of the Republic of South Africa promulgated the Mineral and Petroleum Resources Development Act ("the MPRD"), which repealed the then existing mining legislation and established a new system for governing and regulating the rights to minerals and mining in South Africa. The MPRD established the state as the custodian of South Africa's mineral resources with a view to providing access to those resources to all South Africans with specific emphasis on increasing opportunities for historically disadvantaged persons. These changes have lead to the opening up of opportunities for new players in the Witwatersrand region. Further details of the MPRD are set out in Section 4.1.

West Wits’ objective is to explore, delineate and, if commercially viable, extract gold and uranium from a Project Area located on the north-western side of the Witwatersrand Basin, Johannesburg, South Africa. The Witwatersrand Basin is regarded as one of the largest mineralised gold and uranium systems in the world and is widely known for its rich, continuous multiple reef ore-bodies.

11 West Wits Mining Limited

SECTION 3: prOjECT OvErvIEw

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12 Prospectus

3.1 eXplOratiOn aiMS

West Wits is aiming to explore and delineate reefs within the Project Area situated on the north-western margin of the Witwatersrand Basin, with the ultimate objective of extracting gold and uranium ore. The exploration program will initially focus on delineating near surface open cut mining potential and shallow depth underground mineralisation. The Company has three types of exploration targets:

• surface resource targets (less than 70m below surface) with open cut mining potential;

• unmined reefs with underground mining potential, particularly at shallow depths; and

• underground remnant pillar recovery potential and possible opportunistic recovery of remnant gold fines remaining from historical mining activities.

Investigations of available historical records have identified multiple gold and uranium exploration targets across the Company’s Project Area. West Wits believes that the prospectivity of these targets is enhanced because of:

• favourable prevailing gold and uranium commodity prices;

• the availability of new mining styles and technologies; and

• modern processing technologies enabling more efficient recoveries.

These developments motivated the creation of West Wits as a vehicle to review historical records, develop an extensive list of gold and uranium exploration targets and undertake exploration activities over the Project Area.

3.2 StratiGrapHy Of tHe upper central

rand GrOup Of tHe weSt rand (fiGure 3)

The Central Rand Group of sediments host all the mineralised reefs located on the West Rand Goldfield. Sedimentary deposition across the stable granite-gniess basement commenced around 3 billion years ago. In stratigraphic terms the Witwatersrand sequence is divided into two divisions, the lower dominantly marine, slate rich West Rand Group and the upper dominantly fluvial sandstone rich Central Rand Group. Combined, these units make up a sedimentary package up to 7km thick. Sedimentary deposition ended approximately 2,700

million years ago when widespread faulting resulted in extensive lavas of the Ventersdorp supergroup covering the Witwatersrand Basin.

Reef groups located on the West Rand in order of oldest to youngest are the Main, South, Johnstone, Livingstone, Bird, Kimberley, Elsburg and Ventersdorp Contact Reefs.

The Company has designed a two-year exploration program, which has been planned using existing surface and underground maps and sampling information. The exploration program involves extensive drilling and sampling with the predominant focus being to explore the Bird and Kimberley Reef Groups. Exploration techniques will include trenching, reverse circulation (RC) and diamond drilling to test for reef location and mineralisation content, and to collect other geological data such as geotechnical information, weathering profiles, specific gravity and metallurgical characteristics.

The Bird Reef Group

The Bird Reef Group consists of up to five individual reefs; the Upper Monarch Zone 4 (Alpha), the Upper Monarch Zone 2 (Beta), the Monarch, the Footwall Monarch (middle) and the White Reefs. The Bird Reef Group is comprised of coarse quartz conglomerate horizons measuring up to 1.5m thick and containing numerous sulphides, gold and the uranium mineral uranite. Ore body geometry of the Bird Reef Group is classified as continuous through the West Rand Goldfield. The Bird Reef Group dips generally 30-40˚ to the south, and strikes in a general east-west orientation.

The Kimberley Reef Group

The Kimberley Reef Group extends across the majority of the Company’s Project Area. The Company believes the Kimberly Reef Group holds the potential for shallow mineralisation and possible underground mining.

The Kimberley Reef Group consists of two dominant individual reef horizons; the Boulder (Lindum) and the Battery (Horsham) reefs. For many years these reefs provided the main source of gold on the West Rand Goldfield. The Kimberley Reef Group was known to have good continuity, with reef thicknesses varying from as little as half a metre to as much as 15 metres. The Kimberley Reef Group generally dips 30-40˚ to the south and strikes in a general east- west orientation.

13 West Wits Mining Limited

3. PROJECT OVERVIEW cont.

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Figure 3.

14 Prospectus

The Main and South Reef Groups

The gold bearing Main and South Reefs are the most extensively mined reefs on the Company’s Project Area. These reef groups have a width ranging from a few centimetres up to a few metres and were mined to depths in excess of 2,000m in some sections of the Project Area.

The Johnstone and Livingstone Reef Groups

The Johnstone and Livingstone Reef Groups are found in the western part of the Project Area (East Champ D’Or, Luipaardsvlei, West Rand Consolidated ("West Rand Cons") and West Wits). These reefs were mined for gold with thickness ranging from a few centimetres up to a few metres. The reef groups are separated by a distance from the younger Bird Reef Group and older South Reef Group of between 40m to 150m.

The Elsburg Reef Group

The Elsburg Reef Group is located on the DRD and Rand Lease, is stratigraphically younger than the Kimberley Reef Group and was not extensively explored or mined as it was regarded as uneconomic.

The Elsburg Reef Group is currently being successfully mined by other mining companies on the Witwatersrand for gold with minor uranium. The Company has identified this reef as a potential target, warranting further attention.

The Ventersdorp Contact Reef Group

Ventersdorp Contact Reef Group (VCR) is found on the unconformable boundary between the sediments of the Central Rand Group and the basalts of the Ventersdorp supergroup. The gold bearing VCR received minor exploration attention by the previous owners with moderate success. Original exploration drilling results are unavailable, however the Company believes this reef warrants investigation.

3.3 weSt witS eXplOratiOn tarGetS (fiGure 4)

West Wits will focus on exploring for and delineating possible uranium and gold mineralisation emanating from predominately the Bird and Kimberley Reef Groups, both of which straddle its Project Area. The Bird Reef Group is known through historical data to

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Figure 4.

15 West Wits Mining Limited

3. PROJECT OVERVIEW cont.

contain gold and uranium bearing reefs and therefore has been selected as a priority exploration target. West Wits has identified target areas of possible surface mineralisation across all of the Project Area.

The Company is particularly interested in previously unexploited reefs across the DRD Mine. The section of the Bird Reef Group which intersects the DRD Mine has remained largely unexploited primarily due to the strategic focus of the previous lease owner, which embodied a mining strategy focussed specifically on gold. As a result of that approach and the then prevailing commodity prices the Bird Reef Group, which was understood to be predominately uranium bearing, was left substantially unmined.

The Company's planned exploration program provides for the investigation of potential open cut targets, which may be suitable for exploitation within two years. An initial review of available data indicates that several opportunities may exist for small-scale open cut mining in specific locations within the Project Area where various reefs outcrop.

Whilst these small open cut targets may provide an opportunity for possible revenue generation at an early stage, the Company's predominant long term focus will be its exploration of underground targets. With this in mind the Company is aiming to preserve its capital for exploration programs and for that purpose intends to contract out works for any open cut operations. As part of that strategy, the Company has granted a right of first refusal to Mintails with respect to open cut contracting opportunities, which may arise. Mintails is a significant mineral tailings processor on the West Rand Goldfield and operates a large fleet of trucks and plant suitable for open cut mining.

The Company believes there is reason for some confidence in the prospectivity of its underground exploration targets. This is due to a number of factors (as previously outlined) which include: the historical production of the Project Area; the presence of unexploited reef outcrops which are open at depth in an historically productive geological setting; the potential for near surface mineralisation; and the potential for these reefs to be accessed at depth through historical mine infrastructure.

The Company has identified multiple targets for underground exploration through its investigation of historical records relating to the Project Area. These targets will be tested in a comprehensive trenching, drilling and underground sampling program. This program will focus on investigating the geological and mineralisation characteristics of the unmined reefs within the Project Area. Whilst the opportunity exists for the Company to gain access to intersections with unmined reefs via historical workings within the Project Area, the Company believes that surface exploration techniques will in most cases provide a more cost effective and efficient means to delineate any potential economic mineralisation. Upon the identification of any areas of potential economic mineralisation the Company would investigate the feasibility for the refurbishment and reopening of existing underground infrastructure in the relevant area to enable further investigation through bulk channel sampling.

In addition to unmined reefs the Project Area contains remnant pillars which remain as the aftermath of historical mining techniques. In the past the extraction of ore necessitated leaving large sections of ore bearing reef formations in situ as supports (or pillars) around which stopes were excavated. Modern mining and engineering technology may enable the safe removal of such pillars and thereby the extraction of material contained therein.

The Company's exploration program focuses primarily on exploration of the Bird Reef Group with a secondary focus on the Kimberley Reef Group where those reefs intersect with the DRD Mine, Rand Lease, East Champ D’Or Mine and Luipaardsvlei Mine.

3.3.1 DRD and Rand Lease Project Area Bird Reef Project (Figure 5)

The Bird Reef Group located on the DRD Mine underwent basic geological investigations in the 1990's. Whilst the results of these investigations were reported to be encouraging, the majority of the information gathered is no longer available. As such the DRD and Rand Lease areas will require a new exploration program in order to delineate any mineralisation in conformity with modern standards. The Company plans to conduct an extensive exploration program on the Bird Reef Group where it is intersecting both the DRD Mine and Rand Lease.

16 Prospectus

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Figure 5.

The DRD Mine contains the gold and uranium mineralised reefs of the Bird and Kimberley Reef Groups. These mineralised reefs were heavily mined to depth on the other leases held by the Company and elsewhere. However, the Bird Reef Group was not mined at all on the DRD Lease and was only moderately mined on the Rand Lease. These substantially unmined reefs provide an excellent target for the Company’s exploration program.

The DRD Mine covers a surface area of approximately 34.2km[2] whilst the Rand Lease covers a surface area of 11.6 km[2] . Both are located approximately 20km west of Johannesburg CBD.

The Company's exploration program will investigate the strike and depth potential for uranium and gold mineralisation within the Bird Reef Group across the entire DRD Mine and Rand Lease, which is estimated at a combined strike length of 10 km.

17 West Wits Mining Limited

3. PROJECT OVERVIEW cont.

The Company will adopt a systematic approach consisting of an initial trenching program to locate the near surface outcrop, and to geologically map, sample and assay the Bird Reef Group. This trenching program will be followed by a shallow RC and diamond drilling campaign to identify any possible uranium and gold mineralisation conducive to open cut mining. In addition, a concurrent program is envisaged to test the depth potential for mineralisation, with drilling targeted to a maximum 500m vertical depth. The Company also plans to refurbish an existing adit to facilitate access and minimise underground exploration costs. Further potential underground access locations to the Bird Reef Group on the DRD and Rand Lease will be evaluated as the exploration program continues.

The Company believes the DRD Mine and the Rand Lease contain potential for extensive remnant pillar recovery. Investigations into the potential for remnant pillar recovery in these areas is warranted due to the prospect of efficient access to the pillars through the historical workings. The Company has designated investigations into remnant pillar recovery as a lower medium to long term target with the priority being to investigate the potential of unmined reefs.

Kimberley Reef Project

The Company has identified exploration targets on the Kimberley Reef Group predominately toward the western margin of this part of the Project Area. Basic investigations in the 1990’s resulted in a series of trenches being excavated across the Kimberley Reef Group to assist in the evaluation of open cut potential. The original data collected from these investigations has been substantially lost and to that extent the information available to the Company is largely comprised of unverified reports. Accordingly, in an effort to substantiate these reports, the Company intends to conduct a new exploration program over the relevant area to ascertain the potential for near surface mineralisation.

Existing trenches will be extended, resampled, mapped and photographed with a view to assisting in the design of a shallow RC and diamond drilling program to investigate the potential for economic shallow mineralisation (<70m).

3.3.2 The East Champ D’Or Mine

The East Champ D’Or Mine was the subject of extensive historical underground mining which produced approximately 542 tons of uranium from 1.37Mt @ 0.396kg/t. The mine covers a surface area of approx 4.7km[2] and is situated approximately 24km west of Johannesburg CBD. The mine is located on the western side of the Saxon/Witpoortjie fault separating the East Champ D’Or Mine, Luipaardsvlei, West Rand Consolidated Mine and the West Wits Mine from the DRD Mine and the Rand Lease.

The surface area of the East Champ D'Or Mine, except for old underground shafts, remains primarily undeveloped. It is therefore anticipated that there will be few impediments to the conduct of exploration activities in this area. The Company intends to conduct a limited trenching and drilling exploration program to investigate the potential for near surface mineralisation conducive to open cut extraction.

Bird Reef Group

Trenching across the Bird Reef Group at designated intervals will be conducted first to delineate the exact location of the outcropping reefs. These trenches will be mapped, sampled and photographed to assist with the placing of a shallow RC and diamond drilling program designed to test for shallow mineralisation (<50m) with a view to identifying potential open cut opportunities.

Kimberley & Johnstone Reef Groups

The Company also plans to explore the potential for gold and uranium mineralisation of the Johnstone and Kimberley Reef Groups on the East Champ D’Or Mine.

The Company plans to undertake investigations to a depth of 50m over a 2km strike length of the Kimberley and Johnstone Reef Groups to assess any near surface mineralisation. Subject to the results of trenching, a shallow diamond and RC drilling program may be initiated to identify gold and uranium potential with the view of open cut mining.

3.3.3 Luipaardsvlei Lease

The Luipaardsvlei Lease is located approx 27km west of Johannesburg CBD and is contiguous to the East Champ D’Or and West Rand Consolidated Mines. Initial exploration will target shallow mineralisation (<50m depth) in those areas unaffected by existing surface infrastructure.

18 Prospectus

Bird and Kimberley Reef Groups

The immediate exploration of this area will be restricted to prospective shallow uranium and gold mineralisation. The Company will investigate the Bird Reef and Kimberley Reef Groups in this area by a staged exploration approach involving trenching and pending those results a possible RC and diamond drilling program.

3.3.4 West Rand Consolidated Mine

The Company will investigate the potential for shallow uranium and gold mineralisation with respect to the outcropping of the Bird, Kimberley, and Ventersdorp Contact (VCR) Reef Groups within the lease. A staged exploration approach involving trenching will be undertaken and subject to those results a possible follow up drilling program would be planned with a view to identifying possible open cut opportunities.

3.3.5 West Wits Mine

The Company will be investigating the potential for shallow uranium and gold mineralisation with respect to the outcropping of the Livingstone, Main and South Reef Groups within this area. A staged exploration approach involving trenching will be undertaken and subject to those results a possible follow up drilling program would be planned with a view to identifying possible open cut opportunities.

As indicated above the exploration program planned for the East Champ D’Or, Luipaardsvlei, West Rand Consolidated and West Wits Mines will be restricted to investigating potential for shallow gold and uranium mineralisation amenable to open cut mining. Access to deeper mineralisation in these particular areas is impeded by water inundation which would prevent activities at depths below 50-70 metres for the foreseeable future.

West Wits will focus on exploring for and delineating possible uranium and gold mineralisation emanating from predominately the Bird and Kimberley Reef Groups, both of which straddle its Project Area. The Bird Reef Group is known through historical data to contain gold and uranium bearing reefs and therefore has been selected as a priority exploration target. West Wits has identified target areas of possible surface mineralisation across all of the Project Area.

19 West Wits Mining Limited

3. PROJECT OVERVIEW cont.

3.4 anticipated eXplOratiOn BudGet

The Company has prepared anticipated two year exploration programs and budgets for the scenario where the minimum subscription of $12.5 million is raised and for the scenario where the maximum subscription of $15 million is raised. The budgets are believed to be consistent with the exploration potential of each target.

Maximum subscription

The anticipated summary exploration budget if the maximum subscription of $15 million is achieved is as follows:

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project year 2 total
DRD Mine/Rand Lease - Bird Reef, Trenching & Drilling $3,754,000 $3,152,000 $6,906,000
–
DRD Mine - Bird Reef, Underground Adit Refurbishment $141,000 $141,000
–
DRD Mine - Kimberley Reef, Trenching & Drilling $386,000 $386,000
DRD Mine - Elsburg Reef, Trenching & Drilling $190,000 $210,000 $400,000
East Champ D'Or Bird Reef Trenching & Drilling $941,000 $349,000 $1,290,000
Luipaardsvlei – Bird & Kimberley, Trenching & Drilling $414,000 $295,000 $709,000
West Rand Cons – Bird, Kimberley & VCR Reefs, Trenching & Drilling $270,000 $192,000 $462,000
West Wits – Livingstone, Main & South Reefs, Trenching & Drilling $239,000 $170,000 $409,000
Total $6,335,000 $4,368,000 $10,703,000
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Minimum subscription

The anticipated summary exploration budget if the minimum subscription of $12.5 million is achieved is as follows:

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

project year 1 year 2 total
DRD Mine/Rand Lease - Bird Reef, Trenching & Drilling $3,056,000 $2,408,000 $5,464,000
–
DRD Mine - Bird Reef, Underground Adit Refurbishment $109,000 $109,000
–
DRD Mine - Kimberley Reef, Trenching & Drilling $300,000 $300,000
East Champ D'Or Bird Reef Trenching & Drilling $828,000 $244,000 $1,072,000
Luipaardsvlei – Bird & Kimberley, Trenching & Drilling $319,000 $206,000 $525,000
West Rand Cons – Bird, Kimberley & VCR Reefs, Trenching & Drilling $208,000 $134,000 $342,000
West Wits – Livingstone, Main & South Reefs, Trenching & Drilling $184,000 $119,000 $303,000
Total $5,004,000 $3,111,000 $8,115,000
----- End of picture text -----

It should be noted that the amounts in the above tables have been rounded to the nearest $1,000. The anticipated budgets for expenditure on exploration activities may be modified from time to time depending on the results obtained as those activities are carried out. This is particularly true of Year 2 expenditures which are substantially contingent on the outcomes of the Year 1 program.

20 Prospectus

SECTION 4: STaTuS Of ThE prOjECT arEa

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21 West Wits Mining Limited

4. STATUS OF THE PROJECT AREA

4.1 tHe Mineral and petrOleuM reSOurceS develOpMent act

On 1 May 2004, the Republic of South Africa promulgated the Mineral and Petroleum Resources Development Act ("the MPRD"). The MPRD repealed the previous Minerals Act 1991 and operates to govern and regulate the rights to mining in South Africa.

The MPRD establishes the state as custodian of South Africa's mineral resources and provides for access to such resources for all South Africans with an emphasis on creating opportunities for historically disadvantaged South Africans ("HDSA's"). Key socioeconomic objectives of the MPRD include those to:

• promote employment and advance the social and economic welfare of all South Africans;

• ensure that the nation's mineral and petroleum resources are developed in an orderly and ecologically sustainable manner while promoting justifiable social and economic development; and

• ensure that holders of mining and production rights contribute towards the socio-economic development of the areas in which they are operating.

The MPRD provides for the development of a broadbased socio-economic mining charter ("the Mining Charter"). The purpose of the Mining Charter is to set out how the socio-economic objectives of the MPRD are to be achieved by establishing the framework, targets and timetable for effecting the entry of HDSA's into the mining industry so as to allow those persons to benefit from the exploitation of mining and mineral resources in South Africa. The MPRD also incorporates transitional provisions that provide for the preservation and validity of certain old order rights that were in force immediately before the MPRD came into effect, for limited periods after the commencement of the MPRD.

Holders of old order mining rights in use at the time the MPRD came into force have until April 2009 (five years from the promulgation date of the MPRD) to convert those rights to new order rights under the MPRD. In order to convert old order rights, the holder of such rights is required to satisfy certain criteria including:

• that operations were being conducted in respect of the right immediately before 1 May 2004;

• that such operations will continue to be conducted upon conversion;

• that the applicant has an approved environmental management plan or environmental management program, as the case requires; and

• that various other prescribed documents have been provided.

Old order rights which were active cease to exist if a conversion application is not made by April 2009 or before the expiry of the right under the old legislation, whichever is the earlier. Old order rights which were not in use as at the introduction of the MPRD had one year from that date, until 30 April 2005, to make application for a new order right, failing which the old order right was deemed to cease to exist. By establishing conversion requirements, the MPRD seeks to ensure that unexploited mining rights are exploited by applying a "use it or lose it" principal which operates in most developed countries.

The MPRD implements its objectives by making compliance with the Mining Charter a requirement for the granting of new order rights. Therefore, compliance with the broad based economic empowerment ("BEE") (sometimes referred to as black economic empowerment) objective contained in the Mining Charter is a substantive requirement for the granting or conversion of a mineral right under the MPRD.

To facilitate a means of assessing applicants, compliance with the objectives of the MPRD and the Mining Charter, the South African Department of Minerals and Energy ("the DME") instigated a scorecard approach to measure and, to an extent allow for trade off between the different facets of broadbased socio-economic empowerment goals for the mining industry. This approach is embodied in the BEE Scorecard.

The BEE Scorecard identifies targets for companies operating in the mining industry. Important elements of the BEE Scorecard include:

• a) a requirement to achieve HDSA participation in terms of ownership of equity or production of 15% within five years and 26% within ten years;

• b) establishment of plans to practically promote literacy and numeracy amongst employees and to develop career paths and skills for HDSA employees;

• c) development of plans to achieve targets for HDSA participation in management of companies to a level of 40% within five years;

22 Prospectus

• d) ensure higher levels of participation and advancement of women;

• e) ensure non-discrimination against foreign migrant labour;

• f) co-operate in the formulation of integrated development plans for local communities, with special emphasis on development of infrastructure;

• g) assisting in improving housing and nutrition for employees;

• h) providing preferred procurement status to HDSA companies;

• i) providing for the annual reporting of progress made in achieving these goals.

The objectives of the MPRD include the goal to ensure that mineral resources are developed in an orderly and ecologically sustainable manner. These environmental goals are supported by provisions which apply the country's key environment legislation and principles to all prospecting and mining operations. In addition, the MPRD provides that any prospecting or mining operation must be conducted in accordance with generally accepted principles of sustainable development by integrating social, economic and environmental factors into the planning and implementation of prospecting and mining projects.

The power to grant prospecting rights and mining rights is dependent upon the satisfaction of environmental requirements. In the case of a prospecting right, the applicant must lodge an environmental management plan which satisfies the DME that the prospecting will not result in unacceptable pollution, ecological degradation or damage to the environment.

The environmental requirements with respect to an application for a mining right are more extensive. The applicant must conduct an environmental impact assessment and submit an environmental management program.

The holder of a prospecting right or a mining right remain responsible for any environmental liability, pollution or ecological degradation, and the management thereof, until the issue of a closure certificate to the holder. The MPRD requires that an applicant for a prospecting right

or mining right must, on approval of the relevant environmental management plan or environmental management program, make financial provision for the rehabilitation or management of negative environmental impacts. These financial provisions must be annually reassessed.

4.2 drd Mine and rand leaSe

The DRD Mine and the Rand Lease are currently held by Durban Roodepoort Deep (Pty) Ltd ("DRDPL"), a South African company controlled by Mintails through its South African subsidiary. Di Kgosi Gold (Pty) Ltd (“Di Kgosi Gold”), a BEE company, holds 26% of the issued capital of DRDPL. This ensures compliance with important equity participation goals of the BEE Scorecard. With the assistance of its parent company, Mintails, DRDPL applied for and was granted new order prospecting right No 636 of 2006, which encompasses the areas containing the DRD Mine and Rand Lease. In July 2007, Mintails lodged an application on behalf of DRDPL to apply for conversion of the new order prospecting right to a new order mining right. The conversion application is necessary in order that Mintails may proceed with its plans for the processing of surface tailing dumps situated on the prospecting right.

Mintails and DRDPL have agreed that upon conversion of the prospecting right to a mining right, they will procure a transfer of those rights relating to underground or open cut mining to West Wits Roodepoort. Pending completion of this transfer, Mintails and DRDPL have agreed to provide the Company with such access and permissions as are necessary to conduct exploration operations under the prospecting right held by DRDPL.

4.3 weSt rand cOnSOlidated Mine, weSt witS Mine and luipaardSvlei Mine

Old order mining right No 9 of 2000 encompasses areas containing the West Rand Consolidated Mine, the West Wits Mine and the Luipaardsvlei Mine. The underground and open cut opportunities over this old order mining right are held by DRDGOLD through subsidiary companies. The rights are old order mining rights with the holder having a preferential right to apply for conversion of those rights to new order rights under the MPRD by April 2009. The holder of the rights has 26% of its issued capital held by a recognised BEE entity.

23 West Wits Mining Limited

4. STATUS OF THE PROJECT AREA cont.

In July 2007 Mintails, on behalf of DRDGOLD, and in consequence of its position as a holder (via subsidiaries) of surface processing rights within the old order mining right No 9 of 2000, lodged an application for conversion of the old order mining rights to new order mining rights under the MPRD. This application has been accepted by the DME and the applicant is in the process of seeking approval of its environmental management program which must be approved before a conversion to new order rights can occur.

DRDGOLD has agreed with West Wits that upon conversion of the old order mining rights to new order mining rights it will procure a transfer of those rights relating to underground or open cut mining on the old mining right to the West Wits Monarch. Pending completion of this transfer, DRDGOLD has agreed to provide the Company with such access and permissions as are necessary to conduct exploration and/or mining operations under the old order mining rights currently held.

April 2009. Pursuant to arrangements with Mintails, an application has been prepared and lodged seeking conversion of the old order mining rights held by MMRS to new order mining rights.

The conversion application includes provision for participation by Di Kgosi Gold as a 26% equity holder in the old order mining right so as to comply with the HDSA ownership requirements of the BEE Scorecard. This application has been accepted by the DME and the applicant is in the process of seeking approval of its environmental management program which must be approved before a conversion to new order rights can occur.

Geotorm has agreed that upon conversion of the old order mining rights to new order mining rights it will procure a transfer of all its shares in MMRS to West Wits Roodepoort. Pending completion of this transfer, MMRS has agreed to provide the Company with such access and permissions as are necessary to conduct exploration and/or mining operations under the old order mining rights currently held.

4.4 eaSt cHaMp d'Or Mine

Old order mining right No 44 of 2002 encompasses the area containing the East Champ D’Or Mine. The old order mining right is currently held by Mineral and Mining Reclamation Services (Pty) Ltd ("MMRS"). The rights are old order mining rights with MMRS having a preferential right to apply for conversion of those rights to new order rights under the MPRD by

The Company has identified multiple targets for underground exploration through its investigation of historical records relating to the Project Area. These targets will be tested in a comprehensive trenching, drilling and underground sampling program.

24 Prospectus

SECTION 5:

dIrECTOrS, SENIOr maNagEmENT aNd COrpOraTE gOvErNaNCE prINCIplES

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25 West Wits Mining Limited

5. DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE PRINCIPLES

5.1 directOrS

Michael Quinert - Chairman LL.B, B.Ec

Michael Quinert graduated with degrees in economics and law from Monash University in 1984 and 1985 respectively and has over 20 years experience as a commercial lawyer, including three years with ASX Limited and over 15 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.

Michael sits as Chairman of the Remuneration and Nomination Committee and Chairman of the Audit, Risk and Compliance Committee. Michael is also a Director of publicly listed Victorian Livestock Exchange Ltd.

Diederik van der Walt - Non-executive Director BLC, LL.B, LLM

Dick was born and educated in South Africa. After completing compulsory military service in 1988 he became a Senior Tax Advocate within the South African Department of Finance. He subsequently became an Associate Director of Deloitte and Touche Tax Consultants before working as Manager Tax and Legal for Gensec Bank (South Africa) as part of the Special Projects and Structure of Products team.

Currently, Dick is an Executive Director and Chief Executive Officer of ASX-listed Mintails Limited, a tailings treatment company operating in South Africa. Dick has overseen the transformation of Mintails from when it re-listed in December 2005 with a market capitalisation of $30 million to a company that now has a market capitalisation in excess of $400 million.

Grant Ferguson - Executive Director BSc (Geol), PGradDip (Mining), MAusIMM, MAIG, MAICD

Grant Ferguson is a geologist with international and domestic mining experience, having worked in countries as diverse as Zimbabwe and Papua New Guinea in senior management positions including Chief Geologist and Senior Underground Geologist. He has been involved in a range of mineralisation styles and mining methods at senior levels. He has fulfilled consultant geologist roles generating resource estimates in porphyry copper and narrow vein/shear hosted gold deposits plus reviewing grassroots exploration through to advanced resources on uranium projects in Eastern Africa and base metal/gold in South America.

Grant is a member of the Australian Institute of Mining and Metallurgy (MAusIMM), Australian Institute of Geoscientists (MAIG) and Member of the Australian Institute of Company Directors (MAICD) and has extensive commercial management experience.

Grant is a member of the Remuneration and Nomination Committee and a member of the Audit, Risk and Compliance Committee. Grant is also a Non-executive Director of X-ploration Limited.

Dick will be able to provide invaluable guidance through the continually evolving Mineral and Petroleum Resources Development Act, which was promulgated in May 2004. His expertise in dealing with BEE groups as well as converting old order rights to new order rights will be central to West Wits' development.

Niel Pretorius – Non-executive Director BProc, LL.B

Niel was appointed Group Legal Counsel for DRDGOLD in February 2003. Niel has 13 years of experience in the mining industry and was appointed as Chief Executive Officer of DRDGOLD SA Operations (Pty) Limited in July 2006.

Niel 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 Proprietary 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 ASX-listed Mintails Limited.

26 Prospectus

Niel will be able to provide invaluable experience in the development of West Wits. His experience in managing a major South African gold mining house will provide many advantages for the Company. Niel’s knowledge of the South African mining landscape will be important as well as his knowledge over the DRDGOLD properties being acquired by West Wits.

Niel is also a Director of Rand Refinery Limited located in South Africa.

While the Company aims to comply with the ASX Principles of Good Corporate Governance Practice and Best Practice Recommendations, its small size and the nature of its activities may make it inappropriate or impractical to comply with all of the Recommendations.

As the Company's activities expand, the above position will be reviewed, with a view to aligning the Company's policies and procedures with the Best Practice Recommendations.

5.2 Secretary

Phillip Hains

Phillip 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 20 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.

5.3 SeniOr ManaGeMent

Louis Roos – General Manager, South Africa Louis Roos is a mine manager with over 40 years experience in the South African mining industry. Louis has worked in senior mining management roles in gold and platinum mines across South Africa including a long history working in the West Wits Project Area. Louis will bring his valuable knowledge of South African mining and in particular of the West Rand Goldfield to West Wits.

The Company will provide a statement in its annual report disclosing the extent to which it has complied with the ASX Principles of Good Corporate Governance Practice.

5.5 cOntinuOuS diSclOSure

The Company intends to comply with its continuous disclosure obligations to ASX upon admission to the Official List. The Company anticipates that this commitment will promote transparency and investor confidence and will ensure shareholders and the financial markets are provided with timely information about its activities. The Company intends to post all information released pursuant to the Company's continuous disclosure obligations as soon as possible following disclosure on the Company's website at www.westwitsmining.com.

5.4 cOrpOrate GOvernance principleS

West Wits has adopted a Board Charter, which sets out the roles and structure of the Board, its Directors and the role of the Chairman. It includes the procedures to be adopted when conducting Board meetings and provides for the continuing development of the Directors and monitoring and compliance of the Company’s activities. To facilitate this, the Board has established and adopted:

• an Audit, Risk and Compliance Committee;

• a Remuneration and Nomination Committee;

• a Code of Conduct Policy;

• a Share Trading Policy; and

• a Senior Executive Remuneration Policy.

27 West Wits Mining Limited

SECTION 6: rISkS

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28 Prospectus

6.1 Specific riSkS

The Key Issues and Risks set out on page 5 at the beginning of this Prospectus articulate risks associated with water inundation to a portion of the Company's underground areas, the potential failure to comply with environmental management programs put in place or to comply with the objectives of the Mining Charter, regulatory approvals and possible future royalties.

6.2 General riSkS

In addition to the specific risks set out at the beginning of this Prospectus, the future performance of the Company and the Shares offered under this Prospectus may be influenced by the following general risks.

Exchange rates and currency: A substantial proportion of the funds raised under this Prospectus are proposed to be converted into South African Rand following allotment of the Shares for the purposes of meeting the Company’s anticipated exploration budget. Changes in exchange rates would be expected to have a direct effect on the Company.

Government policy: Changes in Government financial regulations and policies in Australia or South Africa may adversely affect the ability of the Company to carry on its proposed activities, restrict the Company in achieving its objectives or may result in increased compliance costs, government royalties or charges or complexity in managing investments, and accordingly adversely affect the performance of the Company.

Future earnings: The Company’s future earnings and the value of the Company’s investments may be affected by the general economic climate, commodity prices, and other factors beyond the control of the Company including force majeure events (such as fire, earthquake, storms, natural disasters, wars, acts of terrorism, strikes or loss of supply of electricity). HIV is prevalent in South Africa. Future employees of West Wits may have or may contract HIV. This may cause lost employee man-hours and may impact on finding replacements. As a result, no guarantee can be given in respect of the future earnings of the Company or the earnings and capital appreciation of the Company’s investments.

Market for shares: Even though the Shares may be listed on ASX, there is no guarantee that there will be a ready market for the sale of Shares. Many factors beyond the control of the Company may affect the price of the Shares and the market for the Shares on ASX.

Market fluctuations: Investors should be aware that, as with any equity investment, substantial fluctuations in the value of their investment may occur.

These risks are not exhaustive. Potential investors should read this Prospectus in full and, if they require further information on risks, seek professional advice.

Exploration: Mineral exploration and development activities are high-risk undertakings. West Wits' exploration programs may not result in the discovery of an economic mineral deposit. If economic mineral deposits are discovered, there can be no guarantee that these deposits can be developed.

Reliance on key personnel: In carrying out its business operations, the Company relies to a significant extent upon the experience and expertise of key personnel. The loss of one or more of these key personnel may adversely affect the Company's prospects.

Taxation: Changes in Government fiscal policies in Australia and South Africa including the imposition of new or additional taxes, charges or duties and the redefining of current tax terminology, may adversely affect the financial performance of the Company.

29 West Wits Mining Limited

SECTION 7: INdEpENdENT COmpETENT pErSON’S rEpOrT Summary

The Company commissioned and received an Independent Competent Person’s Report on the geological aspects and nature of the Company’s proposed activities, which report is dated 5 November 2007.

The Company has lodged a copy of the Independent Competent Person’s Report with ASIC. The lodged Independent Competent Person’s Report is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. The Company will give a copy of the Independent Competent Person’s Report to any person who requests a copy of it during the Offer period of this Prospectus, free of charge. A copy can also be downloaded from the Company’s website, www. westwitsmining.com , during the Offer period.

The following is a summary of the contents of the Independent Competent Person’s Report.

30 Prospectus

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31 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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32 Prospectus

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33 West Wits Mining Limited

1. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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34 Prospectus

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35 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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36 Prospectus

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37 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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38 Prospectus

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39 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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40 Prospectus

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41 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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BEE Partner
(To be Nominated)
(DRD Rights)
Reg No 2007/004877/07
West Wits Monarch (Pty) Ltd
ABN 89 124 894 060
West Wits Mining Limited Reg No 2007/001759/07
West Wits Mining SA (Pty) Ltd
The 28% interest held by DRDGOLD in West Wits SA is proposed to be acquired by West Wits for an issue of 38,250,000 shares as described below which acquisition would take West Wits holding in West Wits SA to 100%.
(Mintail Rights)
Services (Pty) Ltd (East Champ D'Or)
Reg No 2007/00181/07 Reg No 2003/020378/07
Mineral and Mining Reclamation
West Wits Roodepoort Mining (Pty) Ltd
DRDGOLD
Di Kgosi Gold (Pty) Ltd Reg No 2006/006409/07
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42 Prospectus

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43 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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44 Prospectus

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45 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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46 Prospectus

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47 West Wits Mining Limited

1. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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48 Prospectus

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49 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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50 Prospectus

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51 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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52 Prospectus

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53 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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54 Prospectus

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55 West Wits Mining Limited

7. INDEPENDENT COMPETENT PERSON’S REPORT SUMMARY cont.

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56 Prospectus

SECTION 8:

INvESTIgaTINg aCCOuNTaNT’S rEpOrT

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57 West Wits Mining Limited

8. INVESTIGATING ACCOUNTANT’S REPORT

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58 Prospectus

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59 West Wits Mining Limited

8. INVESTIGATING ACCOUNTANT’S REPORT cont.

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60 Prospectus

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61 West Wits Mining Limited

SECTION 9: fINaNCIal INfOrmaTION

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62 Prospectus

9.1 intrOductiOn

This section sets out the financial information for the Company and the effect of the proposed acquisition of mining rights in the West Rand. The Proforma Financial Information incorporates the historical balance sheet of the Company as at 30 June 2007 and the estimated impact on the balance sheets of the companies being acquired, as at the date of their acquisition.

The Offer:

• The issue of 62,500,000 ordinary shares at $0.20 (20 cents) each in accordance with the Prospectus, and the receipt of proceeds from the offer of $12,500,000;

• Payment of costs of the issue charged directly to equity, approx $1,000,000 as set out in Section 1 of the Prospectus.

Over subscription:

The Proforma Financial Information should be read in conjunction with the material accounting policies detailed in Section 9.3 and the Risks set out in Section 6. While the Directors of the Company believe the assumptions used to prepare the Proforma Financial Information are appropriate and reasonable at the date of this Prospectus, some factors that affect the actual position cannot be foreseen or accurately predicted and many of these factors are beyond the control of the Directors.

9.2 aSSuMptiOnS applied in preparinG tHe financial infOrMatiOn

The Company and the companies being acquired as part of this acquisition have prepared their balance sheets in accordance with the recognition and measurement principles of IFRS and other mandatory professional reporting requirements and on the basis of the assumptions set out in Note 1 of Section 9.3.

The proforma balance sheet assumes the completion of the proforma transactions set out in Notes 2 to 9 of Section 9.3. The historical balance sheet of the Company as at 30 June 2007 has been extracted from the Company’s financial statements as of that date. The financial information of the companies being acquired is based on their balance sheets as at 30 June 2007 or the date they were incorporated subsequent to that date, extrapolated to take account of transactions including the following significant transactions that will impact their respective balances up to the date of acquisition.

• The issue of 75,000,000 ordinary shares at $0.20 (20 cents) each in accordance with the Prospectus, and the receipt of proceeds from the offer of $15,000,000;

• Payment of costs of the issue charged directly to equity, approx. $1,150,000 as set out in Section 1 of the Prospectus.

Acquisition events:

(a) Proposed acquisition of mining rights and capital raising

The mining rights in the Project Area will be held by the Company through its South African subsidiary West Wits SA. The mining rights being acquired from Mintails SA and Geotorm will be held by West Wits Roodepoort and its subsidiary MMRS. As consideration for these rights, Mintails (as nominee for Mintails SA) will be allotted 33,750,000 shares and Geotorm will be allotted 7,500,000 shares. The mining rights being acquired from DRDGOLD will be held by West Wits Monarch. As consideration for these rights, DRDGOLD will initially acquire a minority shareholding of 28% of West Wits SA. A description of the acquisition process is provided in Section 2.2.

(b) Proposed acquisition of minority interests Subsequent to listing on the ASX, the Company intends to pursue its contractual rights to acquire the minority interest DRDGOLD will hold in West Wits SA through allotting 38,250,000 shares. That proposed acquisition would be subject to SARB approval. A description of the process is provided in Section 2.2.

63 West Wits Mining Limited

9. FINANCIAL INFORMATION cont.

9.3 prOfOrMa Balance SHeet

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Historical proposed proposed consolidated consolidated consolidated consolidated
audited acquisition of acquisition of proforma proforma proforma proforma
Balance Mining rights & Mining rights & Balance Sheet Balance Sheet Balance Sheet Balance Sheet
Sheet capital raising capital raising upon listing upon listing acquisition post listing post listing
west wits ($12.5mil. ($15mil. ($12.5mil. ($15mil. of Minority ($12.5mil. ($15mil.
30/06/07 Subscription) Subscription) Subscription) Subscription) interest Subscription) Subscription)
notes $ $ $ $ $ $ $ $
current assets
Cash
and cash
equivalents 2 515,933 11,503,333 13,853,333 12,019,266 14,369,266 – 12,019,266 14,369,266
Trade
and other
receivables 1,740 – – 1,740 1,740 – 1,740 1,740
Total current assets 517,673 11,503,333 13,853,333 12,021,006 14,371,006 – 12,021,006 14,371,006
non-current assets
Mining &
exploration
assets 3 – 15,000,000 15,000,000 15,000,000 15,000,000 – 15,000,000 15,000,000
Other 4 – 446,667 446,667 446,667 446,667 – 446,667 446,667
Total non-current
assets – 15,446,667 15,446,667 15,446,667 15,446,667 – 15,446,667 15,446,667
Total assets 517,673 26,950,000 29,300,000 27,467,673 29,817,673 – 27,467,673 29,817,673
current liabilities
Trade
and other
payables 131,116 – – 131,116 131,116 – 131,116 131,116
Total current
liabilities 131,116 – – 131,116 131,116 – 131,116 131,116
non-current liabilities
Provisions 5 – 446,667 446,667 446,667 446,667 – 446,667 446,667
Total non-
current
liabilities – 446,667 446,667 446,667 446,667 – 446,667 446,667
Total liabilities 131,116 446,667 446,667 577,783 577,783 – 577,783 577,783
net assets 386,557 26,503,333 28,853,333 26,889,890 29,239,890 – 26,889,890 29,239,890
equity
Issued
capital 6 550,120 19,750,000 22,100,000 20,300,120 22,650,120 7,200,000 27,500,120 29,850,120
Accumulated
losses 7 (163,563) (446,667) (446,667) (610,230) (610,230) – (610,230) (610,230)
Parent entity
interest 386,557 19,303,333 21,653,333 19,689,890 22,039,890 7,200,000 26,889,890 29,239,890
Minority
equity
interest 8 – 7,200,000 7,200,000 7,200,000 7,200,000 (7,200,000) – –
Total equity 386,557 26,503,333 28,853,333 26,889,890 29,239,890 – 26,889,890 29,239,890
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64 Prospectus

nOte 1: SuMMary Of Material accOuntinG pOlicieS adOpted By weSt witS

a) Principles of consolidation

A controlled entity is any entity controlled by West Wits Mining Limited. Control exists where West Wits Mining Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with West Wits Mining Limited to achieve the objectives of West Wits Mining Limited.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation.

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

b) Income tax

The charge for current income tax expense is based on the profit for the year adjusted for any nonassessable or non-deductible items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.

Deferred tax is accounted for using the balance sheet 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.

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 income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

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.

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 economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

c) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. The cost of mining stocks includes direct materials, direct labour, transportation costs and variable and fixed overhead costs relating to mining activities.

d) Plant and equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis. 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 not been discounted to their present values in determining recoverable amounts.

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.

e) Mining exploration, evaluation and development expenditure

Mining exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward as assets to the extent that they are expected to be recouped through the successful development of the area or where

65 West Wits Mining Limited

9. FINANCIAL INFORMATION cont.

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.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term.

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 uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation.

f) Leases

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other shortterm and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.

g) Financial instruments Recognition

Financial instruments are initially measured at cost 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.

Gains and losses arising from changes in fair value are taken to the income statement unless they are designated as hedges.

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 stated at amortised cost using the effective interest rate method.

Fair value

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

Impairment

At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the income statement.

h) Impairment of assets

At each reporting date, the group 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

66 Prospectus

in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.

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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

i) 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 date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. 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.

j) Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Australian dollars, which is the West Wits Mining Limited’s functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. 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 income statement, 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 income statement.

Group companies

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

• assets and liabilities are translated at yearend exchange rates prevailing at the reporting date (monetary items) or historical rates (nonmonetary items);

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

• retained profit/accumulated losses 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 group’s foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.

k) Business combinations

The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, 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 plus costs directly attributable to the acquisition. Where

67 West Wits Mining Limited

9. FINANCIAL INFORMATION cont.

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 recognized 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 minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognized directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired.

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.

p) Trade and other payables

Liabilities for trade creditors and other amounts are carried at cost which is 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.

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

q) Share capital

Ordinary share capital is recognised as the fair value of the consideration received by the Company.

l) Provisions

Provisions are recognised when the group 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.

m) 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 balance sheet.

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 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 BlackScholes model. The expected life used in the model has been adjusted, based on management's best estimate for the effects of non-transferability or exercise restrictions.

n) 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 a service 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).

o) 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

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

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.

68 Prospectus

t) Goods and Services Tax/Value Add Tax (GST/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 Tax 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 balance sheet are shown inclusive of GST/VAT.

Cash flows are included in the cash flow statement on a gross basis. The GST/VAT component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the Tax Authority is classified as operating cash flows.

nOte 2: caSH and caSH equivalentS

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$12.5 mil. $15 mil.
Subscription Subscription
$ $
Cash at bank 30 June 2007 515,933 515,933
Gross proceeds under proposed issue 12,500,000 15,000,000
Approx. capital raising costs under proposed issue (1,000,000) (1,150,000)
Cash acquired via acquisition of mining rights 3,333 3,333
Consolidated proforma cash at bank 12,019,266 14,369,266
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nOte 3: MininG and eXplOratiOn aSStS

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$12.5 mil. $15 mil.
Subscription Subscription
$ $
Issue of 41,250,000 Ordinary Shares in West Wits to vendors for the 8,250,000 8,250,000
acquisition of Mining Rights1.
Issue of 33,750,000 Ordinary Shares in West Wits SA to vendors for the 6,750,000 6,750,000
acquisition of Mining Rights.
Consolidated Proforma Mining & Exploration Assets 15,000,000 15,000,000
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nOte 4: OtHer aSSetS

Formation of an Environmental Rehabilitation Trust to cover the Company's current liability of rehabilitating the East Champ D'Or lease upon its closure.

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$12.5 mil. $15 mil.
Subscription Subscription
$ $
Environmental Rehabilitation Trust Account 446,667 446,667
Consolidated proforma other assets 446,667 446,667
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69 West Wits Mining Limited

9. FINANCIAL INFORMATION cont.

nOte 5: prOviSiOnS

Formation of an Environmental Rehabilitation Trust to cover the Company's current liability of Rehabilitating the East Champ D'Or lease upon its closure.

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$12.5 mil. $15 mil.
Subscription Subscription
$ $
Provision for Environmental Rehabilitation 446,667 446,667
Consolidated proforma provisions 446,667 446,667
nOte 6: iSSued capital
$12.5 mil. Subscription $15 mil. Subscription
quantity $ quantity $
Number of Ordinary Shares on issue at 30 5,500,120 550,120 5,500,120 550,120
June 2007
Number of Ordinary Shares to be issued at 62,500,000 11,500,000 75,000,000 13,850,000
$0.20 as part of capital raising
Number of Ordinary Shares to be issued at 41,250,000 8,250,000 41,250,000 8,250,000
$0.20 for the acquisition of Mining Rights
Number of Ordinary Shares on issue at 109,250,120 20,300,120 121,750,120 22,650,120
Listing
Number of Ordinary Shares to be issued to 38,250,000 7,200,000 38,250,000 7,200,000
DRDGOLD SA post listing to acquire the 28%
outside equity interest in West Wits SA.
Consolidated proforma Ordinary Shares on 147,500,120 27,500,120 160,000,120 29,850,120
issue
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nOte 7: accuMulated lOSSeS

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$12.5 mil. $15 mil.
Subscription Subscription
$ $
Accumulated losses at 30 June 2007 (163,563) (163,563)
Formation of the Environmental Rehabilitation Provision (Note 5) (446,667) (446,667)
Consolidated proforma accumulated losses (610,230) (610,230)
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70 Prospectus

nOte 8: MinOrity intereSt

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$12.5 mil. $15 mil.
Subscription Subscription
$ $
Minority interest of West Wits SA at date of acquisition 450,000 450,000
Acquisition of mining rights from DRDGOLD 6,750,000 6,750,000
Buyout minority interest in West Wits SA (note 6) (7,200,000) (7,200,000)
- -
Consolidated proforma minority interests
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nOte 9: cOntinGent liaBilitieS

Although the Company has no liability for historical rehabilitation obligations on the below leases being acquired, it will become responsible for rehabilitation obligations which arise from the Company’s exploration activities post acquisition.

leases Rand Leases DRD Leases West Rand Consolidated Leases West Wits Leases Luipaardsvlei Leases

71 West Wits Mining Limited

SECTION 10: addITIONal INfOrmaTION

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72 Prospectus

10.1 incOrpOratiOn

The Company was incorporated on 13 April 2007 in the State of Victoria, and was converted to a public company on 5 July 2007.

10.2 Material cOntractS

a) Acquisition Agreement

The Company has entered an agreement ("the Acquisition Agreement") for the acquisition of rights in respect of the Project Area. Under the Acquisition Agreement West Wits SA and its proposed operating subsidiaries will become subsidiaries of the Company upon and subject to completion of the Offer. The table in Section 2.2 sets out the proposed structure of the West Wits Group.

The Acquisition Agreement provides for the proposed West Wits Group structure to be formed by the Company issuing:

• a) 33,750,000 Shares to Mintails SA, upon completion of the Offer, to acquire West Wits SA shares issued to Mintails SA as consideration for the acquisition of rights in respect of the DRD Mine and Rand Lease by West Wits Roodepoort;

• b) 7,500,000 Shares to Geotorm, upon completion of the Offer, to acquire West Wits SA shares issued to Geotorm as consideration for the acquisition of MMRS (the current holder of rights in respect of the East Champ D'Or Mine) by West Wits Roodepoort; and

• c) 38,250,000 Shares to DRDGOLD, upon exchange control approval requirements being fulfilled, to acquire West Wits SA shares issued to DRDGOLD as consideration for the acquisition by West Wits Monarch of rights in respect of the West Rand Consolidated Mine, the West Wits Mine and the Luipaarsvlei Mine and upon conversion of a loan of the Rand equivalent of AUD$450,000 to West Wits SA by DRDGOLD.

The arrangements between the Company and the vendors include the right to acquire DRDGOLD's West Wits SA shares subject to South African exchange control approval requirements for that acquisition being satisfied. Under the Acquisition Agreement a joint inward secondary listing on JSE is to be sought by the Company, which is anticipated to be required as part of satisfying the exchange control requirements. Until the Company exercises its right to acquire the DRDGOLD SA's West Wits SA shares, West Wits SA will be 76% owned by the Company. Thereafter it will be a

wholly owned subsidiary of the Company. Shareholder approval has been given for the proposed issue of Shares to DRDGOLD by the Company.

The Acquisition Agreement provides for BEE partners to directly or indirectly hold 26% interests in West Wits Roodepoort and West Wits Monarch. The balance of the shares of those two companies will be held by West Wits SA.

The Acquisition Agreement provides for an indemnity from DRDGOLD and West Witwatersrand Gold Mines Limited, in respect of obligations which may arise under orders for the management and treatment of underground water in areas which are the subject of rights to be transferred from those DRDGOLD group entities. As part of the acquisition, the vendors have confirmed that no environmental rectification obligations will be assumed by West Wits Group entities for existing environmental damage (if any), provided that the West Wits Group will be responsible for obligations connected with its future activities.

The parties to the Acquisition Agreement comprise the Company, West Wits SA, West Wits Roodepoort, and West Wits Monarch, entities in the vendor groups including Mintails, Mintails SA, DRDGOLD, West Witwatersrand Gold Mines Limited, West Witwatersrand Holdings Limited, DRDGOLD SA Operations (Pty) Ltd, DRDPL, Geotorm, and MMRS, and Di Kgosi Gold. The agreement and the transactions it provides for are to be governed by the laws of South Africa. Completion of the transactions it provides for is conditional upon the successful completion of the Offer.

b) Bell Potter Securities Letter of Engagement By exchange of letters the Company has appointed Bell Potter Securities Limited (ACN 006 390 772) ("Bell Potter") as Sponsoring Broker. Bell Potter is to use all reasonable endeavours to procure subscriptions under the Offer. Under the terms of engagement Bell Potter will be paid a management fee of $150,000 (based on 1% of a $15 million capital raising), an introduction fee of $150,000 which is to be paid to Peregrine Corporate Limited as described in 10.2 (c) and a commission of 4% of the value of the subscriptions bearing the Bell Potter broker stamp or which were received through other appropriately licensed brokers or advisers approved by Bell Potter. Bell Potter will also be issued 1 million free Options upon successful completion of the Offer. The engagement includes indemnification of Bell Potter by the Company.

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10. ADDITIONAL INFORMATION cont.

c) Peregrine Corporate Limited Mandate for corporate advisory services

By exchange of letters West Wits has appointed Peregrine Corporate Limited (ACN 062 478 997) ("PCL") to provide corporate and financial advice and IPO management services for the Company. PCL will provide services in relation to advising and assisting West Wits in relation to raising the initial funds, the preparation and management of a prospectus, the subsequent public listing on ASX Limited and any proposed listing on JSE. PCL will receive an introduction fee of $150,000 (based on $15 million raised) from Bell Potter. The Company will pay PCL an advisory fee of $12,000 per month and upon successful completion of the IPO, PCL will be issued 1 million Options of the Company. The initial period of the mandate is twelve months or to the date of listing (whichever occurs first). It is also anticipated that the Company will engage PCL in an advisory capacity for a further twelve months post listing on the ASX Limited.

d) Consultancy Agreement with The Steele Group Pty Ltd

West Wits entered into a Consultancy Agreement with The Steele Group Pty Ltd (ABN 42 615 316 049) ("The Steele Group") pursuant to which West Wits engages The Steele Group as a consultant to provide operational exploration consultancy services to the Company, including the design and implementation of an exploration programme, overseeing the performance of third party contractors and seconded personnel and preparing and monitoring performance against operational budgets. Mr Ferguson has been assigned by The Steele Group to carry out those services. The Steele Group will be paid a service fee of $13,750 per month. The Company will issue 2 million Options upon the successful completion of the Offer, half of which will vest after 12 months with the balance to vest after two years. Mr Ferguson may pursue other business interests during the term of the Agreement provided that in doing so does not breach any other obligations under the Agreement. The Steele Group and Mr Ferguson are entitled to provide similar services to third parties that have previously been approved by the Company.

e) The CFO Solution Agreement for secretarial services

By an agreement between the Company and The CFO Solution, The CFO Solution was appointed to provide the Company with financial, administrative and reporting services. Pursuant to the agreement, The CFO Solution will receive a service fee of $5,000 per month pre-IPO and $12,000 per month post-IPO.

f) Consultancy Agreement with Inverness Capital Pty Ltd

West Wits entered into a Consultancy Agreement with Inverness Capital Pty Ltd (ACN 117 529 683) ("Inverness") pursuant to which West Wits engages Inverness as a consultant to provide executive support services, including support services to Board members, issuing ASX announcements at the direction of the Board and liaising with shareholders, brokers and advisors. Mr Tim Chapman has been assigned by Inverness to carry out those services. Inverness will be paid a service fee of $3,000 per month. Mr Chapman may pursue other business interests during the term of the Agreement provided that such interests are not in breach of any of the obligations of the Agreement.

g) Louis Roos Employment Agreement

An engagement letter dated 23 October 2007 between West Wits and Mr Louis Roos outlines the appointment of Mr Roos as General Manager of South African Operations. Mr Roos will be engaged to provide managerial services to West Wits in relation to financial (budget and cost control), corporate, safety and environmental matters, community liaison and project implementation. Mr Roos will receive an annual salary package of $147,500 (amount determined in accordance with current exchange rates) inclusive of equivalent South African superannuation payments, structured allowances and fringe benefits tax on motor vehicle insurance.

The engagement letter is effective from the date West Wits is admitted to the official list of ASX and may be terminated at any time by either party upon 30 days notice.

10.3 SHareHOlderS

A list of the Company’s existing shareholders, including the number of shares held and those holdings as a percentage of issued capital, has been lodged with and is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. The Company will give a copy of this shareholders list to any person who requests a copy of it during the Offer period, free of charge. A copy can also be downloaded from Company’s website, located at www.westwitsmining.com. The shareholders list discloses that the Company has 13 shareholders holding a total of 5,500,120 Shares.

74 Prospectus

10.4 riGHtS attacHinG tO SHareS and cOnStitutiOn

The rights attaching to the Shares are set out in the Company’s Constitution. The Constitution contains provisions common for public companies in Australia. The current Constitution has been lodged with ASIC and is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. The Company will give a copy of the Constitution to any person who requests a copy of it during the Offer period of this Prospectus, free of charge. A copy can also be downloaded from the Company’s website located at www.westwitsmining.com.

The Shares currently on issue and offered under this Prospectus are fully paid ordinary shares of the same class and rank equally. The voting and other rights attaching to Shares of the Company are consistent with usual rights attaching to ordinary shares of listed Australian public companies.

10.5 OptiOnS

The terms and conditions of the Options of the Company proposed to be issued upon successful completion of the Offer are as follows:

• Each Option entitles the holder to one ordinary fully paid Share.

• The Options are exercisable at any time prior to 5.00pm Melbourne Time on 15 December 2012 (the Expiry Date) by completing the Option Exercise Form and delivering it together with the payment for the number of shares in respect of which the Options are exercised to the registered office of the Company. Any Option that has not been exercised prior to the Expiry Date automatically lapses.

• The exercise price of the Options is $0.20 (twenty cents) per Option payable in full on exercise.

• Subject to the Corporations Act, the Listing Rules, the Constitution of the Company and any restriction obligations Options are freely transferable. The Options will not be listed when issued provided that the Company may at its election apply to ASX for Official Quotation of the Options, subject to the requirements of ASX for listing the Options being met.

• All ordinary fully paid Shares issued upon exercise of Options will rank pari passu in all respects with, and will have the same terms as, the Company’s then issued ordinary fully paid Shares. The rights

and liabilities attaching to the ordinary fully paid Shares are described above. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of Options, subject to any restriction obligations imposed by ASX.

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

• There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. The Company will ensure that Option holders will be allowed at least 7 business days notice to allow for the conversion of Options prior to the record date in relation to any offer of securities made to shareholders.

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

10.6 dividend pOlicy

During the two-year period following completion of the Offer, a large proportion of expenditure will be focused on carrying out the Company’s anticipated exploration programs. Accordingly, the Company does not expect to declare any dividends during that period. Subject to the Company achieving sustained profitability and cash flow and satisfying any ongoing capital requirements, the Directors may consider declaring dividends. The Company gives no assurance as to the level of dividends, if any, or of the franking of those dividends. The level of any dividend will depend upon, among other factors, the Company's future profits, funding requirements and tax position.

10.7 allOtMent Of SHareS

All application monies received with Applications will be held in a trust account until the allocations are determined. The Directors of the Company, in consultation with the Sponsoring Broker, retain an absolute discretion in allocating Shares under the Offer and reserve the right to reject any Application or to allocate to any Applicant a lesser number of Shares than those applied for. If an application

75 West Wits Mining Limited

10. ADDITIONAL INFORMATION cont.

allocation is not accepted, or is accepted in part only, the relevant part of the application monies will be refunded to the Applicant without interest.

The allotment of Shares to successful Applicants will occur as soon as practicable after the Offer has been declared closed. Thereafter, statements of shareholding will be despatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants trading Shares before they receive their statements of shareholding will do so at their own risk.

Subject to the requirements of the Corporations Act, the Company also reserves the right to place Shares up to the maximum number referred to in this Prospectus after the Closing Date (but before the Company is admitted to the Official List of ASX) at the discretion of the Directors. The Company may, at its election, reject an Application where payment of the application monies is not received, or accept the Application and recover outstanding application monies from the Applicant.

10.8 cHeSS

The Company will participate in the Clearing House Electronic Sub-register System, known as CHESS, in accordance with the Listing Rules and the ASTC Settlement Rules. The Company will maintain an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the Company's principal register of securities.

The Company will not issue share certificates to investors. Instead, as soon as practicable after allotment of the Shares to successful Applicants, shareholders will receive an initial statement that sets out the number of Shares that they have been allocated in the Offer and details of the shareholder's holder identification number or sponsoring issuer number.

Following distribution of these initial statements to all successful Applicants, an updated holding statement will only be provided at the end of any subsequent month during which the balance of the investor's holding of Shares changes and as otherwise required under the Listing Rules and the ASTC Settlement Rules. Holders of Shares may also request a statement at any time, however a charge may be made for additional statements.

A statement (whether issued by CHESS or the Company) will also provide details of a Shareholder's Holder Identification Number (HIN) in the case of a holding on the CHESS sub-register or Shareholder Reference Number in the case of a holding on the issuer sponsored sub-register.

10.9 reStricted SecuritieS

None of the Shares to be issued pursuant to this Prospectus will be restricted securities. As a condition of granting the Company's application for Official Quotation of its Shares, ASX may classify some or all of the existing Shares and/or Options, together with those to be issued in satisfaction of the agreements described in Section 10.2, as restricted securities. Restricted securities will not be able to be traded during an escrow period, which, depending on the circumstances, will usually be either 12 or 24 months. Prior to Official Quotation of the Company's Shares, holders of restricted securities may be requested to enter into agreements with the Company, which provide for adherence to any escrow arrangements imposed.

10.10 directOrS’ intereStS

Except as disclosed in this Prospectus, no Director (whether individually or by association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities; or

• the Offer of the Shares under this Prospectus.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, shares, options or otherwise) have been paid or agreed to be paid to any Director or to any Company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or his Company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Offer of the securities.

The Directors’ interests in the securities of the Company, either held directly or indirectly through Director-related entities, are set out alongside:

76 Prospectus

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director number of Shares number of Options
Mr. Michael Quinert 500,120 2,000,000
Mr. Grant Ferguson 250,000 2,000,000
Mr. Dick van der Walt - 500,000
Mr. Niel Pretorius - 1,000,000
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The Options will be issued upon the successful completion of the Offer.

Mr Quinert is a Director and has an indirect interest in shares in Oakley Thompson & Co Pty Ltd, the solicitors to the Offer. Details of the fees received or to be received by Oakley Thompson & Co Pty Ltd are set out in Section 10.14. Mr Quinert is a Director of Peregrine Corporate Limited but has no direct or indirect interest in shares or revenue of that company. Details of the fees received or to be received by Peregrine Corporate Limited are set out in Section 10.2(c).

Mr van der Walt is a Director of Mintails and beneficially holds 5 million options of that Company. Details of the Shares to be issued to Mintails as consideration for the acquisition of rights are set out in Section 10.2(a).

Mr Pretorius is a Director of DRDGOLD SA Operations (Pty) Ltd but has no direct or indirect interest in shares or revenue of that company. Details of the Shares to be issued to DRDGOLD (the parent of DRDGOLD SA Operations (Pty) Ltd) as consideration for the acquisition of rights are set out in Section 10.2(a).

10.11 reMuneratiOn Of directOrS

The Company's Constitution provides that the Directors are entitled to remuneration out of the funds of the Company as determined by the Directors but the remuneration of the Non-executive Directors may not exceed in any year the amount fixed by the Company in general meeting for that purpose (currently $300,000). Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence of their attendance at Board meetings and otherwise in the execution of their duties as Directors. Where the Company requests these Directors or their related entities to perform annual services outside the normal scope of their duties as Directors, further amounts may be paid at ordinary commercial rates for such services.

Details of Directors' remuneration and entitlements are summarised below:

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director remuneration
Mr. Michael Quinert $70,850 per annum
Mr. Grant Ferguson $165,000 per annum
Mr. Dick van der Walt $25,000 per annum
Mr. Niel Pretorius $25,000 per annum
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10.12 diSclOSure intereStS Of nOn-directOrS

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was associated with, has now, or had, in the two year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer under this Prospectus; or

• the Offer of Shares under this Prospectus.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, shares, options or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any

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10. ADDITIONAL INFORMATION cont.

Company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer under this Prospectus.

Oakley Thompson & Co Pty Ltd has acted as solicitors to the Offer and has advised on corporate legal matters in relation to this Prospectus. Mr Michael Quinert, the Chairman of West Wits, is also a principal of Oakley Thompson & Co Pty Ltd. The Company estimates that it will pay amounts totalling approximately (excluding disbursements) $80,000.

this Prospectus with the consent of that party as specified in this Section.

Venmyn Rand (Pty) Ltd has given its written consent to the inclusion in Section 7 of this Prospectus of its Independent Competent Person’s Report Summary, and to the incorporation by reference of the Independent Competent Person’s Report referred to in that Summary and to all statements referring to the Report and the Summary in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Venmyn Rand (Pty) Ltd has prepared the Independent Competent Person’s Report and the Independent Competent Person’s Report Summary in Section 7. Mr Andrew Clay is the Managing Director and a principal of Venmyn Rand (Pty) Ltd. The Company estimates that it will pay approximately $85,000 (excluding disbursements) in respect of this work.

Webb Audit Pty Ltd has prepared the Investigating Accountant's Report in Section 8 and reviewed the detailed financial information included in Section 9 of this Prospectus. The Company estimates that it will pay approximately $10,000 (excluding disbursements) in respect of this work.

10.13 cOnSentS

Each of the parties referred to in this Section:

• does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based, other than as specified in this Section; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in

Webb Audit Pty Ltd has given its written consent to the inclusion in Section 8 of this Prospectus of its Investigating Accountant's Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Each of the following has consented to being named in this Prospectus in the capacity as noted above and have not withdrawn such consent prior to the lodgement of this Prospectus with ASIC:

• Oakley Thompson & Co Pty Ltd as solicitors to the Offer;

• Webb Audit Pty Ltd as the Investigating Accountants and the Company’s Auditor;

• Venmyn Rand (Pty) Limited as the Independent Competent Person;

• Bell Potter Securities Limited as the Sponsoring Broker;

• Peregrine Corporate Limited as the Corporate Advisor;

• Security Transfer Registrars Pty Ltd as the Company’s Share Registry; and

• Mr Andrew Clay as the Company's independent geologist.

10.14 cOStS Of tHe Offer

The anticipated costs of the Offer are as follows:

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Minimum Maximum
Commissions $750,000 $900,000
Advisor fees $175,000 $175,000
ASX and ASIC fees $38,000 $38,000
Printing and Mailing $27,000 $27,000
Share Registry $10,000 $10,000
Total anticipated costs of Offer (exc. GST) $1,000,000 $1,150,000
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78 Prospectus

10.15 privacy

Personal information is collected on the Application Form(s) by Security Transfer Registrars Pty Ltd, as registrar for the Company, for maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your Application might not be processed efficiently, or at all, if the information requested is not provided. Your personal information may be disclosed to external service providers such as print or mail service providers as required or permitted by law. If you would like details of your personal information held by our registrar, or you would like to correct information that is incorrect or out of date, please contact the Company's Privacy Officer. In accordance with the Corporations Act, you may be sent material (including marketing material) in addition to general corporate communications. You may elect not to receive marketing material by contacting the Privacy Officer using the details provided on the front of the Application Form or email info@westwitsmining.com. You can also request access to, or corrections of, your personal information held by the Company by writing to the Company.

10.16 electrOnic prOSpectuS

This Prospectus is available in electronic format via www.westwitsmining.com. The Offer constituted by this Prospectus in electronic form is only available to persons receiving this Prospectus in electronic form within Australia. Persons having received this Prospectus in electronic form may, during the offer period, obtain a paper copy of this Prospectus (free of charge) by telephoning (03) 9824 8166. Applications for Shares may only be made on the Application Form attached to this Prospectus or in its paper copy form as downloaded in its entirety via www. westwitsmining.com. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is attached to a hard copy of this Prospectus or accompanied by the complete and unaltered electronic version of this Prospectus.

10.18 applicantS OutSide Of auStralia

This Prospectus does not constitute an offer in any place in which or to any person whom it would be unlawful to make such an offer. The distribution of this Prospectus in jurisdictions outside the Commonwealth of Australia may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable security law.

10.19 Seven day eXpOSure periOd

The Corporations Act prohibits the Company from processing applications in the seven day period after the date of lodgement of the Prospectus. This period is an exposure period to enable the Prospectus to be examined by market participants prior to the raising of funds. Applications received during the exposure period will not be processed until after the expiry of that period. No preference will be conferred on Applications received in the exposure period. The exposure period may be extended by ASIC, in which case Applications received during the extended exposure period will not be processed until after the expiry of that period. Applications lodged before the end of the exposure period will be treated as if they were received at the same time at the end of the exposure period.

10.20 directOrS' StateMent

Each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

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Michael Quinert Chairman

10.17 GOverninG law

The law applicable in the State of Victoria, Australia governs this Prospectus and the contracts that arise from the acceptance of applications under this Prospectus and each Applicant submits to the exclusive jurisdiction of the courts of the State of Victoria.

79 West Wits Mining Limited

SECTION 11: glOSSary Of dEfINEd TErmS

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80 Prospectus

This glossary of defined terms is provided to assist persons in understanding some of the expressions used in this Prospectus.

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acquisition agreement means the agreement described in Section 10.2(a).
applicant means an applicant for Shares pursuant to this Prospectus.
application means an application for Shares pursuant to this Prospectus.
application form means an application form attached to or accompanying this Prospectus.
aSic means Australian Securities & Investments Commission.
aSX means ASX Limited (ACN 008 624 691).
Bee means broad based economic empowerment as defined in the MPRD. BEE is also a
colloquial reference to black economic empowerment.
Bee Scorecard means the targets which companies in the mining industry are to achieve in order to
be compliant with the objects of the MPRD which include, among others, participation
by HDSA’s in terms of 26% ownership of equity or production of such a company.
Bell potter means Bell Potter Securities Limited (ACN 006 390 772), the Sponsoring Broker.
Best practice means ASX Corporate Governance Council March 2003 Principles of Good Corporate
recommendations Governance and Best Practice Recommendations.
Broker Offer means the offer of Shares pursuant to this Prospectus available to recipients of
allocation notices from brokers.
Board means the Board of Directors of West Wits Mining Limited (ACN 124 894 060).
cHeSS means the Clearing House Electronic Sub-register System operated in accordance
with the Listing Rules and the ASTC Settlement Rules pursuant to which the
Company will maintain its principal register and securities.
closing date means 10 December 2007.
company means West Wits Mining Limited (ACN 124 894 060).
constitution means the constitution of the Company.
corporations act means the Corporations Act 2001 (Cth).
di kgosi Gold means Di Kgosi Gold (Proprietary) Limited (Reg No 2002/007358/07) a private
company incorporated in accordance with the company laws of the Republic of South
Africa.
directors mean the Directors of the Company.
dMe means the Department of Minerals and Energy of South Africa.
drdGOld means DRDGOLD Limited (Reg No 1895/000926/06) a public company incorporated
in accordance with the company laws of the Republic of South Africa.
drdpl means Durban Roodepoort Deep (Pty) Ltd (Reg No 2003/011659/07) a private
company incorporated in accordance with the company laws of the Republic of
South Africa.
drd Mine means the area identified in Figure 2 on page 4, encompassed in new order
prospecting right No 636 of 2006 currently held by DRDPL and its BEE partner
Di Kgosi Gold.
east champ d’Or Mine means the area identified in Figure 2 on page 4, encompassed in old order mining
right No 44 of 2002 currently held by MMRS and which is the subject of application
seeking conversion of the old order mining rights to new order mining rights.
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11. GLOSSARY OF DEFINED TERMS cont.

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eSt means Eastern Standard Time in Melbourne, Victoria, Australia.
General Offer means the offer of Shares pursuant to this Prospectus other than the Broker Offer.
Geotorm means Geotorm Investments Ltd, a company incorporated under the laws of the
British Virgin Islands.
HdSa’s means historically disadvantaged South Africans.
investigating accountant means Webb Audit Pty Ltd (ACN 116 151 136).
investigating means the report set out in Section 8 of this Prospectus.
accountant’s report
ipO means initial public offering.
luipaardsvlei Mine means the area identified in Figure 2 on page 4, the underground and open cut
opportunities of which are held by DRDGOLD SA and its BEE partner and are
encompassed in old order mining right No 9 of 2000, and which is the subject of
application seeking conversion of the old order mining rights to new order mining rights.
Mineral and petroleum means the Mineral and Petroleum Resources Development Act 2002 of the Republic
resources development of South Africa.
act
Mining charter means the Mining Charter developed by the MPRD which sets out how the socio-
economic objects of the MPRD are to be achieved.
MMrS means Mineral and Mining Reclamation Services (Pty) Ltd (Reg No 2003/020378/07) a
private company incorporated in accordance with the company laws of the Republic of
South Africa.
Mprd means the Mineral and Petroleum Resources Development Act 2002 of the Republic
of South Africa.
Offer means the proposed offer of Shares pursuant to this Prospectus (made up of the
General Offer and the Broker Offer).
Official list means the official list of entities which ASX has admitted and not removed.
Official quotation means official quotation by ASX.
Opening date means 23 November 2007.
Options means options to acquire Shares having an exercise price of twenty cents ($0.20) and
expiring on 15 December 2012, the terms of which are set out in Section 10.5.
project area means:
a) the DRD Mine and the Rand Lease currently held by Durban Roodepoort Deep
(Pty) Ltd and Di Kgosi Gold. Exploration will be conducted pursuant to new order
prospecting right No 636 of 2006;
b) the West Rand Consolidated Mine, the West Wits Mine and the Luipaardsvlei Mine,
the underground and open cut opportunities of which are held by DRDGOLD SA
Limited and its BEE partner. Exploration will be conducted in accordance with old
order mining right No 9 of 2000; and
c) the East Champ D’Or Mine currently held by MMRS. Exploration will be conducted
pursuant to old order mining right No 44 of 2002.
prospectus means this Prospectus.
rand lease means the area identified in Figure 2 on page 4, encompassed in new order
prospecting right No 636 of 2006 currently held by DRDPL and its BEE partner Di
Kgosi Gold.
rc means reverse circulation drilling.
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Share registry means Security Transfer Registrars Pty Ltd ACN 008 894 488.
Share means a fully paid ordinary share in the capital of the Company.
Sponsoring Broker means Bell Potter Securities Limited (ACN 006 390 772).
west rand consolidated means the area identified in Figure 2 on page 4, the underground and open
Mine cut opportunities of which are held by DRDGOLD and its BEE partner and are
encompassed in old order mining right No 9 of 2000, and which is the subject of
application seeking conversion of the old order mining rights to new order mining rights.
west rand Goldfield means the area approximately 32 kilometres west of Johannesburg, situated on the
western side of the Witwatersrand Basin, within which the Project Areas are located.
west wits means West Wits Mining Limited (ABN 89 124 894 060) of Suite 1, 1233 High Street,
Armadale, Victoria 3143.
west wits Group means West Wits Mining Limited and its proposed subsidiaries, described in
Section 2.2.
west wits Monarch means the Company’s proposed subsidiary West Wits Monarch (Pty) Ltd (Reg No
2007/004 877/07) a private company incorporated in accordance with the company
laws of the Republic of South Africa.
west wits Mine means the area identified in Figure 2 on page 4, the underground and open
cut opportunities of which are held by DRDGOLD and its BEE partner and are
encompassed in old order mining right No 9 of 2000, and which is the subject of
application seeking conversion of the old order mining rights to new order mining rights.
west wits roodepoort means the Company’s proposed subsidiary West Wits Roodepoort Mining (Pty) Ltd
(Reg No 2007/00181/07) a private company incorporated in accordance with the
company laws of the Republic of South Africa.
west wits Sa means the Company’s proposed subsidiary West Wits Mining SA (Pty) Ltd (Reg No
2007/001759/07) a private company incorporated in accordance with the company
laws of the Republic of South Africa.
witwatersrand Basin means the area known as the Witwatersrand Basin, located in the Guateng Province,
near Johannesburg, in the Republic of South Africa.
< denotes “less than”.
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83 West Wits Mining Limited

SECTION 12: applICaTION fOrmS

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84 Prospectus

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85 West Wits Mining Limited

86 Prospectus

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87 West Wits Mining Limited

88 Prospectus

CoRPoRAte DIReCtoRy

WEST WITS MINING LIMITED

ABn 89 124 894 060

REGISTERED OFFICE

suite 1, 1233 High street Armadale Victoria 3143 telephone: 03 9824 8166 Facsimile: 03 9824 8161 email: info@westwitsmining.com Website: www.westwitsmining.com

COMPETENT PERSON

Venmyn Rand (Pty) Limited First Floor, Block G Rochester Place 173 Rivonia Road sandton 2146 Republic of south Africa telephone: +27 11 783 9903 Facsimile: +27 11 783 9953

SHARE REGISTRY

DIRECTORS

Mr Michael Quinert Chairman

Mr Grant Ferguson executive Director

Mr Dick van der Walt non-executive Director

Mr niel Pretorius non-executive Director

COMPANY SECRETARY

Mr Phillip Hains

security transfer Registrars Pty Ltd ACn 008 894 488 770 Canning Highway Applecross WA 6153 telephone: 08 9315 2333 Facsimile: 08 9315 2233

SPONSORING BROKER

Bell Potter securities Limited ACn 006 390 772 AFsL 243 480 Level 33, Grosvenor Place 225 George street sydney nsW 2000 telephone: 02 9255 7200 Facsimile: 02 9255 7227

SOLICITORS

oakley thompson & Co Pty Ltd ABn 50 092 053 239 Level 19, 500 Collins street Melbourne Victoria 3000 telephone: 03 8676 0222 Facsimile: 03 8676 0275

INVESTIGATING ACCOUNTANTS AND AUDITOR

CORPORATE ADVISORS

Peregrine Corporate Limited ABn 40 062 478 997 AFsL 237 858 suite 2, 1233 High street Armadale Victoria 3143 telephone: 03 9824 8166 Facsimile: 03 9824 8161

Webb Audit Pty Ltd ABn 59 116 151 136 Cnr toorak Road & Auburn Road Hawthorn east Victoria 3123 telephone: 03 9822 8686 Facsimile: 03 9824 8578

WEST WITS MINING LIMITED ABn 89 124 894 060

suite 1, 1233 High street Armadale Victoria 3143 telephone: 03 9824 8166 Facsimile: 03 9824 8161 email: info@westwitsmining.com Website: www.westwitsmining.com