WEST WITS MINING LIMITED — Capital/Financing Update 2017

Oct 26, 2017

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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) 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	Ordinary shares (WWI)
	3,000,000
	Fully paid ordinary shares
	Yes

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

Appendix 3B Page 1

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. 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 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 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.	$0.017 per share
	Issue as part of the consideration to acquire 100% of the issued capital of Northern Reserves Pty Ltd as announced to the market on 25 October 2017
	No
	N/A
	3,000,000
	N/A
	N/A
	N/A
	N/A
	N/A
	Refer to the attached Appendix 1
	Thursday 26 October 2017

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

Appendix 3B Page 2

8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (including the +securities in section 2 if applicable)		Number	Number	+Class	+Class	+Class
		459,209,730		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 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
		12,000,000	Total

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

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?

• 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 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

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

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.

==> picture [57 x 44] intentionally omitted <==

Sign here: ______ Company Secretary

Date: Friday, 27 October 2017

Print name: Phillip Hains

==> picture [37 x 23] intentionally omitted <==

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	-
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	-
“A”	456,203,370

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	68,430,506

+ 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	3,000,000
	“C”	3,000,000

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	68,430,506
	Subtract“C” Note: number must be same as shown in Step 3	3,000,000
	Total[“A” x 0.15] – “C”	65,430,506 [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	456,203,370

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	45,620,337

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	-
	“E”	-

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	45,620,337
	Subtract“E” Note: number must be same as shown in Step 3	-
	Total[“A” x 0.10] – “E”	45,620,337 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]

Friday 27 October 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:	Thursday 26 October 2017
Number Issued:	3,000,000
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,

==> picture [57 x 44] intentionally omitted <==

Phillip Hains Company Secretary

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

Appendix 3B Page 10