WEST WITS MINING LIMITED — Capital/Financing Update 2017

Nov 15, 2017

ASX Announcement and Media Release

Thursday, 16 November 2017

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Completion of oversubscribed SPP and additional issue of $90,000 of oversubscription shares

West Wits Mining Limited (ASX:WWI) (the Company) is pleased to announce that its $1 million Share Purchase Plan (“SPP”) was oversubscribed by $90,000 (9%).

The Company has completed the issue of 58,823,460 shares under the Share Purchase Plan, raising $1 million before costs of the SPP.

In addition, in light of the level of SPP oversubscriptions and to avoid the need to scale back small portions of acceptances, the Company has issued 5,294,112 shares in response to $90,000 of oversubscriptions by way of a placement to shareholders who applied for shares in the SPP who are not related parties of the Company and are exempt investors eligible to receive shares without a prospectus or other disclosure document. The oversubscription shares were issued without shareholder approval, within the Company’s capacity under LR7.1A.

Information Required under LR3.10.5A

The Company issued 5,294,112 shares under its 10% capacity under Listing Rule 7.1A (Capacity Shares).

As required under Listing Rule 3.10.5A, the Company provided the following information:

• a) the dilutive effect on existing shareholders of the Capacity Shares is as follows:

Number of Shares on issueprior to the issue	614,144,477
Shares issued under ListingRule 7.1A(CapacityShares)	5,294,112
Dilution as a result of issue under ListingRule 7.1A	0.862%
Total number of shares of issue	619,438,589

• b) the issue price of the shares issued under the capital raising was 1.7 cents ($0.017), representing a 24.12% discount to the volume weighted average price for the 15 days on which trades of the Company’s shares were recorded on ASX ending on 15 November 2017 (data obtained from IRESS), being the date immediately before the date on which the securities were issued.

• c) the issue was made in response to oversubscriptions shares under the Share Purchase Plan by exempt investors. The issue was considered the most efficient and effective method of meeting this identified demand and avoiding scaling back portions of acceptances. The Company’s Share Purchase Plan as announced on 27 October 2017 to offer shares to current shareholders at the same issue price as those offered under a recent capital raising, which was the same price as the issue price of the Capacity Shares.

• d) there was no underwriting agreement in relation to the issue of the Capacity Shares.

• e) a fee of up to 2% may be paid to brokers assisting it in the issue of the Capacity Shares, consistent with the SPP.

WEST WITS MINING LIMITED ABN 89 124 894 060

Level 3, 62 Lygon Street P + 61 3 9824 5254 Carlton, Victoria F + 61 3 9822 7735 Australia 3053 www.westwitsmining.com

ASX Announcement and Media Release

Thursday, 16 November 2017

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Despatch of Holding Statements

Holding statements will be despatched tomorrow in accordance with the timetable in the SPP document. It is the responsibility of applicants to determine their allocation prior to trading in shares. Applicants trading shares before they receive their holding statements will do so at their own risk.

Further details regarding the issue of the SPP and oversubscription shares are contained within the enclosed Appendix 3B.

If you have any queries please contact the Company on (03) 8692 9049 or your financial adviser.

WEST WITS MINING LIMITED ABN 89 124 894 060 Level 3, 62 Lygon Street P + 61 3 9824 5254 Carlton, Victoria F + 61 3 9822 7735 Australia 3053 www.westwitsmining.com

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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

• (a) Ordinary shares (WWI) (b) Ordinary shares (WWI)

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• (a) 58,823,460 (b) 5,294,112

• 3 Principal terms of the[+] securities (e.g. 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)

• (a) Fully paid ordinary shares (b) Fully paid ordinary shares

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 1

4 Do the+securities rank equally in all respects from the+issue date 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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation to the_ +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation.	(a) Yes (b) Yes
	(a) $0.017 (b) $0.017
	(a) Issue under the Share Purchase Plan 2017 as announced to the market on 27 October 2017 (b) Issue in response to the $90,000 of oversubscriptions to the Share Purchase Plan 2017, within the Company’s capacity under LR7.1A
	Yes
	25thNovember 2016
	N/A
	5,294,112
	N/A
	58,823,460
	Yes – refer to accompanying announcement

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 2

6h If+securities were issued under rule 7.1A for non- cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Refer to the attached Appendix 1 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 16 November 2017 Number +Class 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable) 619,438,589 Ordinary Shares (WWI) Number +Class(Options over Ordinary Shares) Amount Exercise Price Expiration Date 5,000,000 $0.025 19 Feb 2018 5,000,000 $0.030 19 Feb 2018 2,000,000 $0.030 4 Nov 2018 10,000,000 $0.050 14 Nov 2020 22,000,000 Total 9 Number and+class of all+securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unchanged Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 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?	6h If+securities were issued under rule 7.1A for non- cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Refer to the attached Appendix 1 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 16 November 2017 Number +Class 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable) 619,438,589 Ordinary Shares (WWI) Number +Class(Options over Ordinary Shares) Amount Exercise Price Expiration Date 5,000,000 $0.025 19 Feb 2018 5,000,000 $0.030 19 Feb 2018 2,000,000 $0.030 4 Nov 2018 10,000,000 $0.050 14 Nov 2020 22,000,000 Total 9 Number and+class of all+securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unchanged Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 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?	6h If+securities were issued under rule 7.1A for non- cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Refer to the attached Appendix 1 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 16 November 2017 Number +Class 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable) 619,438,589 Ordinary Shares (WWI) Number +Class(Options over Ordinary Shares) Amount Exercise Price Expiration Date 5,000,000 $0.025 19 Feb 2018 5,000,000 $0.030 19 Feb 2018 2,000,000 $0.030 4 Nov 2018 10,000,000 $0.050 14 Nov 2020 22,000,000 Total 9 Number and+class of all+securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unchanged Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 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?	N/A	N/A	N/A	N/A	N/A
			Refer to the attached Appendix 1
			16 November 2017
					+Class
		Number
		619,438,589			Ordinary Shares (WWI)
				+Class(Options over Ordinary Shares) Exercise Price Expiration Date $0.025 19 Feb 2018 $0.030 19 Feb 2018 $0.030 4 Nov 2018 $0.050 14 Nov 2020 Total
		Number		+Class(Options over Ordinary Shares)
		Amount		Exercise Price		Expiration Date
		5,000,000		$0.025		19 Feb 2018
		5,000,000		$0.030		19 Feb 2018
		2,000,000		$0.030		4 Nov 2018
		10,000,000		$0.050		14 Nov 2020
		22,000,000		Total
			Unchanged

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 3

17	Policy for deciding entitlements in relation to	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 offer 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	offer
	documents 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	+Issue date

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 4

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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+issue date 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

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 5

• 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

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.

• 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 is not available now, we 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: 16 November 2017 Company Secretary

Print name: Phillip Hains

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The CFO Solution

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 6

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue	456,203,370
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	58,823,460
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	-
“A”	515,026,830

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	77,254,025

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 7

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
	Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	65,000,000
	“C”	65,000,000

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
	“A” x 0.15 Note: number must be same as shown in Step 2	77,254,025
	Subtract“C” Note: number must be same as shown in Step 3	65,000,000
	Total[“A” x 0.15] – “C”	12,254,025 [Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 8

Part 2

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	515,026,830

Step 2: Calculate 10% of “A”

Step 2: Calculate 10% of “A”	Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	51,502,683

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used	Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used	Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
	Insert_number of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A _Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	49,411,759
	“E”	49,411,759

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
	“A” x 0.10 Note: number must be same as shown in Step 2	51,502,683
	Subtract“E” Note: number must be same as shown in Step 3	49,411,759
	Total[“A” x 0.10] – “E”	2,090,924 Note: This is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 9

ASX ANNOUNCEMENT

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

16 November 2017

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

Type:	Shares
Class/Description:	Fully paid ordinary shares
ASX Code:	WWI
Date of Issue:	16 November 2017
Number Issued:	5,294,112
Issue Price:	$0.017 per shares

The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act ;

2. as at the date of this notice the Company has complied with:

3. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. (ii) section 674 Corporations Act ; and

5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

For and on behalf of the Company,

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Phillip Hains Company Secretary

+ See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 10