WEST WITS MINING LIMITED — Capital/Financing Update 2011

May 25, 2011

WEST WITS MINING LIMITED ABN 89 124 894 060

SHARE PURCHASE PLAN 2011 OFFER DOCUMENT

This offer of Shares is made on the terms and conditions of the Share Purchase Plan set out in this Offer Document and the accompanying application form.

It is important to ensure that you read this Offer Document and accompanying application form in full. You should seek independent legal and/or financial advice if you are in any doubt about the terms of this offer or whether to accept this offer.

If you wish to participate in this Share Purchase Plan you must apply for Shares using the personalised Application Form accompanying this Offer Document, unless you are a custodian and wish to apply on behalf of distinct beneficiaries. If any of your details on the application form are incorrect, please contact the Company urgently.

• 2 -

KEY OFFER DETAILS

Issue price of shares offered under this SPP: Minimum application amount: Maximum application amount:^ Applications can be made parcels of shares valued at:*

4.0 cents ($0.04) per new share $2,000 (50,000 shares) $14,000 (350,000 shares) A. $2,000 (50,000 shares) B. $4,000 (100,000 shares) C. $6,000 (150,000 shares) D. $8,000 (200,000 shares)

E. $10,000 (250,000 shares)

Maximum amount raised (assuming the offer is fully subscribed): Proposed use of funds:

• F. $12,000 (300,000 shares) or G. $14,000 (350,000 shares). $500,000 (12,500,000 shares)

The funds raised will be used, in conjunction with funds raised pursuant to the capital raising described in the Notice of Meeting dated 30 March 2011, to:

• (i) complete an extensive sampling program over the Derewo River Gold Project as well as bringing in equipment to that project to establish modern mining capability;

• (ii) complete a drill program on the Company’s Monarch Resource and existing gap between the Monarch and Emerald Gap Project;

with the balance of funds applied as working capital.

Offer date: 2 June 2011 Record date (for determining recipients of the 2 February 2011, being the day before the date on offer):[[+]] which the details of the SPP were first announced to the ASX.

Record date (for determining recipients of the offer):[[+]] Closing date:[[+]] Anticipated issue of new shares:[[+ ]]

Closing date:[[+]] 24 June 2011 Anticipated issue of new shares:[[+ ]] 1 July 2011 Anticipated despatch of holding statements 5 July 2011 and (if applicable) refunds:[+ ]

Anticipated commencement of trading of new 7 July 2011 shares:

• ^ Custodians may apply for up to $14,000 (350,000 shares) on behalf each distinct beneficiary represented, using a separate application form which can be obtained from the Company or its share registrar. Further details are provided below.

• If the total number of shares applied for exceeds 12,500,000 the Company’s Board will reduce the number of shares to be issued in response to each application on a pro rata basis. The Company will refund to the applicant the difference between the application monies received by the Company and application monies payable for the number of shares actually issued to the applicant. Refunds will be paid to the applicant by cheque. No interest shall be paid on refunded application monies.

• + The above dates are indicative only. The Company reserves the right to change any date without notice including by postponing the closing date or closing the offer early, or to withdraw or cancel the offer.

• 3 -

IMPORTANT INFORMATION

The issue price of Shares offered under this Share Purchase Plan of 4 cents ($0.04) has been determined by reference to the price at which a placement of up to 67,500,000 shares is proposed to be made to sophisticated, professional investors, as announced to the ASX on 3 February 2011 and approved by Shareholders’ at the Company’s General Meeting on 2 May 2011. This price is 88% of the volume weighted average trading (closing) price of the Company’s shares on ASX for the last five days on which the Company’s shares were traded prior to the day this offer was announced (being 3 March 2011).

Applicants should specifically consider the risk of movement in market value of the shares. The market price of the Company’s shares may change between the date of this Offer Document and the date when the Shares are issued to applicants under this Share Purchase Plan, with the effect that the price or value of the Shares which applicants receive under this Share Purchase Plan may be more or less than the price paid for the Shares. The price may rise or fall after the date of the Offer Document, after the date upon which the shares are applied for, before the Shares are issued, or before the Shares can be traded. There is no certainty that applicants will be able to sell their Shares for more than or at the same price as they paid for them, or at all.

The offer under this Share Purchase Plan is non-renounceable. That means that a Shareholder cannot transfer its right to participate in the offer to another person or entity. Participation in the offer is not compulsory.

BGF Equities are acting as an advisor to the Company in respect of the Share Purchase Plan and have agreed, on a best endeavours basis, to place any shortfall shares.

This Share Purchase Plan offer is made pursuant to Class Order 09/425 which was issued by the Australian Securities and Investments Commission on 15 June 2009, as amended (“CO 09/425”). Accordingly, the Company is exempted from the requirements contained in Parts 6D.2 and 6D.3 of the Corporations Act. The Company will not be issuing a prospectus in relation to the Shares offered under the Share Purchase Plan however in order to comply with the requirements of the Corporations Act has issued a prospectus in respect of the free attaching Options. A copy of that prospectus accompanies this Offer Document.

The Company is not required to seek the approval of shareholders in relation to the offer of shares under this Share Purchase Plan.

A registered holder of Shares as at the Record Date is eligible to apply for Shares under the offer (subject to the terms and conditions set out in this Offer Document and the Application Form) if the issue of shares to the applicant under this offer, or under any similar arrangement, will not result in the applicant having acquired shares in the Company having an application price totalling more than $15,000 in any consecutive 12 month period. Accordingly applicants must provide the Company with certification to the effect that the total of the application price for the Shares subject of the Application Form and any other Shares in the Company applied for by the applicant under an Share Purchase Plan or similar arrangement in the 12 months prior to the application (including any Shares of the Company which the applicant has instructed a custodian to acquire on their behalf under an Share Purchase Plan or similar arrangement) does not exceed $15,000. The certification forms part of the Application Form.

Directors and officers of the Company (and their associates) who hold Shares as at the Record Date may participate in the offer, subject to the terms and conditions set out in this Offer Document and the Application Form.

The Company reserves the right to vary the terms and conditions of this Share Purchase Plan without notice. The Company reserves the right to waive strict compliance with the terms and conditions of this Share Purchase Plan, including but not only by accepting applications received after the closing date. The Company may offer shares under this Share Purchase Plan to Shareholders who acquire Shares after the Record Date, but is not obliged to do so.

The Company reserves the right to terminate this Share Purchase Plan at any time. In the event of termination of this Share Purchase Plan, or rejection of any application for any reason, all monies received shall be refunded to the applicant by cheque without interest.

The Company’s rights and powers may be exercised by the Directors of the Company or any delegate of the directors.

• 4 -

This Share Purchase Plan, offer, and these terms and conditions (including the Application Form) are governed by the laws applying in the State of Victoria. By applying for Shares applicants agree to submit to the exclusive jurisdiction of the Courts of that State and the courts of appeal from those Courts.

SHARES OFFERED

The Shares offered are fully paid ordinary shares. The shares shall rank equally with, and have the same terms as the Company’s other ordinary shares. Application will be made to ASX for quotation of the Shares.

Any proposed date in the Offer Document (whether of quotation or trading of the shares issued under this Share Purchase Plan or otherwise) is indicative only. Any person who trades any Shares before receiving a transaction confirmation statement does so at their own risk.

ATTACHING OPTIONS

Successful applicants for Shares under the Share Purchase Plan will also be entitled to receive free attaching Options on the basis of one Option for each four Shares successfully subscribed. The Options offer will be made separately under the prospectus which accompanies this Share Purchase Plan Offer Document, and which will be available on the Company’s website at www.westwitsmining.com. Successful applicants should consider the prospectus when deciding whether to acquire the Options, and will be deemed to have applied for Options by submitting the Application Form which accompanies this Share Purchase Plan.

APPLYING FOR SHARES UNDER THE SPP

To apply for Shares under the Share Purchase Plan, please complete the enclosed application form and return it, together with a cheque made payable to ‘West Wits Mining Limited – SPP Account’ to the following address:

The CFO Solution Suite 1, 1233 High Street ARMADALE VIC 3143

By making an application to purchase Shares under this Share Purchase Plan, the applicant agrees to be bound by the Constitution of the Company and by the terms and conditions set out in this Offer Document and the Application Form. It is the applicant’s responsibility to ensure any application and application monies are received at the address specified on the Application Form before the close of the offer. Neither the Company nor the Company’s Share Registrar accept any liability of lost, delayed or misdelivered application forms or application monies.

Applications should only be made in ones of the designated amounts set out in the Application Form.

The Company reserves the right to reject an application received, and/or may refuse to issue shares under this Share Purchase Plan, if the Company believes that acceptance of the application or issue of the shares may be contrary to any applicable law, the terms of ASIC Class Order 09/425 (or any replacement class order), the Listing Rules of ASX, or the terms and conditions of this Share Purchase Plan.

The Company may amend or complete any application received if such amendment would assist or permit the Company to issue and/or the applicant to receive Shares under this Share Purchase Plan, provided no amendment shall result in the number of Shares to be issued exceeding the number of shares which may be issued at the offer price represented by the application monies received. If a cheque or other form of payment of application monies is not honoured, the Company may at its sole discretion issue Shares in response to the application and recover the application monies as a debt due or reject the application.

MAXIMUM APPLICATIONS

Each eligible Shareholder who is not a custodian may only apply for up to $14,000 of shares (350,000 shares), notwithstanding that a Shareholder may receive more than one offer from the Company.

Joint holders are counted as single shareholder for the purposes of determining their entitlement.

No oversubscriptions will be accepted.

ISSUE OF SHARES

• 5 -

The Company will not be obliged to allot Shares and the applicant will not be entitled to receive or be issued Shares (and attaching Options) until the Board resolve to allot same. After Shares are allotted the Company will promptly make application to ASX for the Shares to be admitted to quotation. Holding statements will be despatched shortly after the allotment date.

CUSTODIANS

A registered shareholder who is a custodian (as defined in CO 09/425) holding shares on behalf of two or more beneficial holders may acquire multiple parcels of up to $14,000 (350,000 shares) on behalf of distinct beneficiaries, subject to compliance with the procedures and certification requirements set out in CO 09/425. In addition, custodians must provide evidence satisfactory to the Company of distinct holdings when accepting the offer. Custodians must establish that the issue of shares applied for on behalf of a beneficiary will not result in the beneficiary acquiring shares in the Company under this offer, or under any other Share Purchase Plan or similar arrangement, with an application price totalling more than $15,000 in any consecutive 12 month period.

Custodians must obtain a separate Application Form from the Company or the Company’s Share Registrar if they wish to accept multiple parcels on behalf of distinct beneficiaries. The lodgement of the personalised Application Form which accompanies this offer may be treated by the Company as an acceptance by the holder named on the form and not as being made on behalf of on behalf of distinct beneficiaries.

When requesting a separate application form from the Company or the Company’s Share Registrar, custodians must allow time for the dispatch, completion and return of the form. Requests should be made in writing or by facsimile. Requests made on or after the fifth business day before the closing date may not result in the separate Application Form being received in sufficient time to allow for lodgement before the closing date.

If you are unsure whether you are a custodian for the purposes of this offer, you should obtain independent legal advice.

EXCLUDED APPLICANTS

A Shareholder who alone or with its associates would obtain an interest in more than 20% of the issued voting shares of the Company may be ineligible to accept an offer under this Share Purchase Plan. The Company may refuse an application if the applicant (alone or with its associates) would obtain an interest in more than 20% of the issued voting shares of the Company.

No offer is made to any person whose registered address is outside Australia and New Zealand. Applicants resident in countries outside Australia and New Zealand should consult their professional advisers as to whether any governmental or other consents are required or whether formalities need to be observed to enable them to apply for and accept shares. Accordingly this document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Return of an application form or payment of application monies will be taken by the Company to constitute a representation that there has been no breach of such requirements.

BROKERAGE

No brokerage is payable in respect of applications or the issue of shares to applicants.

ENQUIRIES

You should seek independent legal and/or financial advice if you are in any doubt about the terms of this offer or whether to accept this offer

If you have any questions about the offer or how to accept the offer, please contact your stockbroker or professional adviser, or the Company Secretary, Mr Phillip Hains on (03) 9824 5254.

• 6 -

GLOSSARY

ASX means ASX Limited [ACN 008 624 691]. Application Form means the personalised application and acceptance form which accompanies this Offer Document. BGF Equities means BGF Equities Pty Ltd [ACN 129 383 884]. Company means West Wits Mining Limited [ACN 124 894 060]. Corporations Act means the Corporations Act 2001 (Cth). Director means a Director of the Company. Listing Rules means the Listing Rules of ASX. Offer Document means this Share Purchase Plan Offer Document. Option means an option to subscribe for and be allotted a Share and “ Options ” and “ Optionholde r” have corresponding meanings. Record Date means 2 February 2011. Share means an ordinary fully paid share in the capital of the Company and “ Shares” and “ Shareholder ” have corresponding meanings. Share Purchase Plan means the Share Purchase Plan dated 26 May 2011 described in this Offer Document. Share Registrar means Security Transfer Registrars Pty Ltd [ACN 008 894 488].

. WEST WITS MINING LIMITED ABN 89 124 894 060

Please return completed form to: West Wits Mining Limited Suite 1, 1233 High Street ARMADALE VIC 3143 Tel: (61 3) 9824 5254 Fax: (61 3) 9822-7735 Investor Website: www.westwitsmining.com

ADDRESS ETC

«NA4» «NA5» «NA6»

Securityholder Reference Number [#insert#]

SPP Record Date: 5.00pm EST 2 February 2011 Date of which offer closes: 5.00pm EST 24 June 2011

SHARE PURCHASE PLAN APPLICATION FORM

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Pursuant to the terms and conditions of the West Wits Mining Limited Share Purchase Plan (SPP) dated 26 May 2011 and a prospectus dated 26 May 2011 in relation to the offer of attaching options (Prospectus), West Wits Mining Limited is offering eligible securityholders the opportunity to purchase Shares up to a maximum value of A$14,000 per eligible securityholder, subject to a minimum application of A$2,000. Successful applicants for shares under the SPP will also be entitled to receive one attaching option exercisable at $0.08 each and expiring on 1 February 2014 for every four Shares successfully subscribed for under the SPP.

If you do not wish to purchase additional shares under this offer there is no need to take action.

By making your payment, you agree to be bound by the Constitution of West Wits Mining Limited and agree that the submission of this payment constitutes an irrevocable offer by you to West Wits Mining Limited to subscribe for Shares on the terms of the SPP and attaching options on the terms set out in the Prospectus. In addition, by submitting the slip below you certify that the aggregate of the application price paid by you for:

• the Shares the subject of the Application; and

• any other shares and interests in the class applied for by you under the Share Purchase Plan or any similar arrangement in the 12 months prior to the date of submission of the Application below does not exceed A$15,000.00.

METHOD OF ACCEPTANCE

You can apply for Shares and attaching options and make your payment utilising one of the payment options detailed overleaf.

West Wits Mining Limited may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP or options offer whether generally or in relation to any participant or application. Any determinations by West Wits Mining Limited will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. West Wits Mining Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP or options offer, to amend or vary those terms and conditions and to suspend or terminate the SPP and options offer at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where West Wits Mining Limited does not notify you of that event.

Please see overleaf for Payment Options

West Wits Mining Limited ABN I wish to purchase: 89 124 894 060

Offer A		Offer B	Offer C	Offer D	Offer E	Offer F	Offer G
OR		OR	OR	OR	OR	OR
$2,000 worth	$4,000 worth		$6,000 worth	$8,000 worth	$10,000 worth	$12,000 worth	$14,000 worth
of Shares with	of Shares with		of Shares with	of Shares with	of Shares with	of Shares with	of Shares with
attaching		attaching	attaching	attaching	attaching	attaching	attaching
options (if		options (if	options (if	options (if	options (if	options (if	options (if
eligible)		eligible)	eligible)	eligible)	eligible)	eligible)	eligible)

These share amounts may be subject to scale back in accordance with terms of the SPP.

Payment details:

M Co Pl N	Drawer	Cheque number	Branch or BSB	Account number	Amount
					A$
	ake your cheque or bank draft payable toWest Wits Mining Limited ntact Details ease provide your contact details in case we need to speak to you about this slip ame of contact person		C	ontact person’s daytime	telephone number

How to acce t the Share Purchase Plan Offer p

Payment Details

You can apply for shares by utilising the payment options detailed below.

By making your payment by cheque, bank draft or money order you confirm that you agree to all of the terms and conditions of the Share Purchase Plan as enclosed with this form.

Make your cheque, bank draft or money order payable to West Wits Mining Limited in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected. Complete cheque details in the boxes provided.

Cheques may be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Share Purchase Plan Application Slip where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.

Contact Details

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.

Lodgement of Application

If you are paying by cheque, bank draft or money order, your Application Slip must be received by the Company by no later than 5.00pm EST on 24 June 2011. You should allow sufficient time for this to occur. You will need to affix the appropriate postage. Return your Application Slip with cheque, bank draft or money order attached.

The Company does not accept any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by West Wits Mining Limited for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by West Wits Mining Limited, or you would like to correct information that is inaccurate, incorrect or out of date, please contact West Wits Mining Limited. If any incorrect address details are contained in this form, you may make the correction by hand and initial the change. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) by West Wits Mining Limited's share registry provider Security Transfer Registrars Pty Limited (“STR”) approved by West Wits Mining Limited in addition to general corporate communications. You may elect not to receive marketing material by contacting STR. You can contact STR by calling 08 9315 2333 or E-mail registrar@securitytransfer.com.au

If you have any enquiries concerning this form or your entitlement, please contact West Wits Mining Limited on 03 9824 5254.