WEST WITS MINING LIMITED — Capital/Financing Update 2011

Jul 28, 2011

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of Entity:

WEST WITS MINING LIMITED (ASX: WWI)

ABN:

89 124 894 060

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	a) Ordinary Shares b) Listed Options c) Ordinary Shares d) Listed Options e) Ordinary Shares f) Unlisted Performance Shares g) Unlisted Options h) Unlisted Options
	a) 12,500,000 (WWI) b) 3,125,000 c) 33,750,000 (WWI) d) 8,437,500 e) 78,984,251 (WWI) f) 46,000,000 g) 12,500,000 h) 17,500,000

• See chapter 19 for defined terms.

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3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

a)Ordinary Shares b)Exercisable at $0.08 on or before 28 July 2014 c)Ordinary Shares d)Exercisable at $0.08 on or before 28 July 2014 e)Ordinary Shares f)Performance shares expiry 28 July, 2013 g) Exercisable at $0.08 on or before 28 July 2016 h)Exercisable at $0.08 on or before 28 July 2016 a) Yes b) Yes, upon conversion to ordinary shares c) Yes d) Yes, upon conversion to ordinary shares e) Yes f) Yes – upon conversion to ordinary share upon Derewo River Gold Project producing an aggregate of 20,000 ounces of gold within 2 years of date of issue by 28.07.13 g) Yes, upon conversion to ordinary shares h) Yes, upon conversion to ordinary shares a) 4 cents per share b) Free 1:4 attaching c) 4 cents per share d) Free 1:4 attaching e) Asset acquisition approved by Shareholders 2 May, 2011 f-g) Asset acquisition approved by Shareholders 2 May, 2011 h) Issued for services rendered, approved by Shareholders 2 May, 2011

a-b) Issued in regards to Share Purchase Plan announced 2ndFebruary 2011, to fund working capital requirements c-d) Issued to fund Working Capital requirements as per announcement 2ndFebruary 2011 e-g) Acquisition of Derewo River Gold Project as announced 2ndFebruary 2011 and passed by shareholders at General Meeting held 2ndMay, 2011 h) Payment for services approved by shareholders at General Meeting held 2ndMay, 2011

7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	a-h) 28thJuly, 2011	a-h) 28thJuly, 2011
	**Number **	+Class
	254,706,591 11,562,500	Ordinary Shares (WWI) Listed Options (TBA) Exercisable at $0.08 on or before 28 Jul 2014

• 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable)

			Class of Securities	Class of Securities	Class of Securities
ASX Code		Number	Security Type	Exercise Price	Expiry Date
WWIAM WWIAO WWIAI WWIAQ WWIAS TBA		8,800,000 300,000 6,083,331 1,528,701 1,150,000 30,000,000	Unlisted options Unlisted Options Unlisted Options Unlisted Options Unlisted Options Unlisted Options	$0.20 $0.30 $0.20 $0.20 $0.10 $0.08	15 Dec 2012 07 Mar 2013 09 Dec 2013 03 Dec 2014 26 May 2016 28 July,2016
Unlisted Options Total		47,862,032
TBA		46,000,000	Performance Shares (Non-voting; non-participation) Contingent on achieving 20,000 ounces ofgold by28 July2013	-	28 July, 2013
Performance Share Total		46,00,0000

• 10 Dividend policy (in the case of a Unchanged trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?

• 13 Ratio in which the[+] securities will be offered

• See chapter 19 for defined terms.

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14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?
32	How do+security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Despatch date

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

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Quotation Agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign Here:

Date: 29[th] July, 2011

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Print Name:

Company Secretary Phillip Hains

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29.07.2011

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ASX ANNOUNCEMENT

Notice Under Section 708A(5) of the Corporations Act [ASX Code: WWI]

29[th] July, 2011

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

The Following securities of the Company were issued without disclosure to investors under Part 6D.2 of the Corporations Act:

Type:	Fully Paid Ordinary Shares	Fully Paid OrdinaryShares	Listed Options	Unlisted Options
Class/ Description:	Shares	Shares	Options	Options
ASX Code:	WWI	WWI	TBA	TBA
Date of Issue:	28th July, 2011	28th July, 2011	28th July, 2011	28th July, 2011
Number Issued:	46,250,000	78,984,251	11,562,500	30,000,000
Issue Price per Security:	$0.04	Asset Acquisition	Free 1:4 attaching	Asset Acquisition and Services Rendered

As at the date of this notice, the Company has complied with:

a) The provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

b) Section 674 of the Corporations Act.

	Other information which is excluded information required to be disclosed under paragraph 708A (7) & 708A(8) of the Corporations Act	None

For and on behalf of West Wits Mining Limited.

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Phillip Hains Company Secretary