WEST WITS MINING LIMITED

WEST WITS MINING LIMITED [ACN 124 894 060]

(“ West Wits ” or “ Company ”)

SHARE PURCHASE PLAN 2017 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. The closing date for this Offer is 5.00pm AEDT on 10 November 2017.

It is important 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.

Certain capitalised terms used in this Offer Document have the meaning set out in the Glossary on page 8.


	KEY OFFER DETAILS
Issue price of shares offered under this Share Purchase Plan:	1.7 cents ($0.017) per Share
Minimum application amount:	$5,000 (294,117 shares)
Maximum application amount:^	$15,000 (882,352 shares)
Applications can be made for parcels of Shares valued (at the issue price) at:*	A. $5,000 (294,117 shares) B. $10,000 (588,235 shares) C. $15,000 (882,352 shares)
Maximum amount to be raised:	$1,000,000 before costs (58,823,529 shares)
Proposed use of funds:	Funds raised under the Offer will be applied to support the costs associated with the acquisition of Northern Reserves Pty Ltd (refer ASX announcement dated 25 October 2017), to undertake exploration activities, and as working capital.
Is the Offer underwritten?	No, the Offer is not underwritten.
What will happen if the maximum raising is not reached?	In the event the maximum raising of $1,000,000 (58,823,529 shares) is not reached any remaining shares will form the shortfall.
How does the Company intend to place the shortfall (if any)?	Subject to any approvals required under the ASX Listing Rules, the Company has engaged CPS Capital Group Pty Ltd [AFSL 294 848] (CPS) to place any shortfall (on a best endeavours basis) with professional, sophisticated and other exempt investors on identical terms to the Offer.
Is the Company required to pay any fees to CPS and/or others?	The Company has agreed to pay CPS 6% of funds raised through placement of the shortfall (if any). The Company may also pay brokers a fee for facilitating their clients’ participation in the Share Purchase Plan. These fees are anticipated to approximate 2% of the relevant applications. No fees are payable by applicants under the Offer.
Offer Date:	27 October 2017, being the date of this Offer Document.
Eligibility:	To be eligible under the Offer, the applicant’s address in the Company’s register of members must be in Australia and New Zealand. The applicant must have been registered as a shareholder on the Record Date.

Record Date (for determining recipients of this Offer):+	7.00pm AEDT on 24 October 2017, being the day before the date on which this Share Purchase Plan was announced to ASX.
Closing Date:+	5.00pm AEDT on 10 November 2017 Late applications will not be accepted unless the Company otherwise agrees.
Anticipated issue of new Shares:+	16 November 2017
Anticipated dispatch of holding statements and (if applicable) refunds:+	17 November 2017
Anticipated commencement of trading of new Shares:+	17 November 2017

^ Custodians (within the meaning of ASIC CO 09/425) may apply for up to $15,000 (882,352 shares) on behalf of each distinct beneficiary represented, by returning their completed Application Form and Custodian Schedule (“Custodian Schedule”) which can be obtained from the Company or the Share Registry. Further details are provided below.

* The Board may scale back (reduce) applications received where applications exceed the maximum raising amount of $1,000,000. In the event that a scale back is applied, preference will be given to eligible applicants on a first come, first served basis. Eligible Shareholders must ensure they apply for Shares prior to the Closing Date. 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 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. If you are a Custodian and wish to apply on behalf of distinct beneficiaries, you must complete and return the personalised Application Form and Custodian Schedule which can be obtained from the Company or the Share Registry. If any of your details on the Application Form are incorrect, please contact the Company’s Share Registry urgently.

Certain capitalised terms used in this Offer Document have the meaning set out in the Glossary on page 8.

ABOUT WEST WITS

West Wits Mining Limited [ACN 124 894 060] (“ West Wits ” or the “ Company ”) is an ASX listed company engaged in exploratory mining activities, in particular gold exploration.

Existing Projects

West Wits has been focused on the Soweto Cluster Gold Project, Johannesburg, South Africa (“ Soweto Cluster ”), and bringing its first surface project, the Sol Plaatje Project, into production.

Progress on the Company’s other project, the Derewo River Gold Project, Papua, Indonesia, remains slow however the Company has entered into a business alliance with a local group to seek to expedite the process.

The Company released its Annual Financial Report for the 2017 financial year as an announcement to ASX on 29 September 2017, which contains an overview of its operations. A copy can be obtained from the Company’s website www.westwitsmining.com or the ASX website www.asx.com.au under the code “WWI”.

Proposed Acquisition of Northern Reserves

As announced to ASX on 25 October 2017, the Company proposes acquiring all the issued share capital of Northern Reserves Pty Ltd. The proposed acquisition has not completed as at the date of this Offer Document and is not expected to complete prior to the Closing Date. Further details regarding Northern Reserves Pty Ltd, it’s exploration asset and the terms of the proposed acquisition are contained in the ASX announcement. For the avoidance of doubt, the Company intends to proceed with the Offer irrespective of whether the proposed acquisition of Northern Reserves Pty Ltd proceeds.

Capital raising

As announced to ASX on 25 October 2017, in addition to the funds sought under the Offer, the Company proposes raising an additional $750,000 before costs through the issue of ordinary shares to sophisticated investors at 1.7 cents ($0.017) per Share. Further details are contained in the announcement on 25 October 2017.

ABOUT THE USE OF FUNDS

Funds raised under the Offer will be applied to support the costs associated with the acquisition of Northern Reserves Pty Ltd (refer ASX announcement dated 25 October 2017), to undertake exploration activities, and as working capital.

As noted above, the Company will proceed with the Offer irrespective of whether the proposed acquisition of Northern Reserves Pty Ltd proceeds in which case funds will be applied to the development of the Company’s existing projects (as described above) and as working capital.

Further details on the activities of the Company can be obtained by reviewing its ASX releases available from the ASX website www.asx.com.au under the code “WWI”.

IMPORTANT INFORMATION

Participation in the Share Purchase Plan is optional and is subject to the terms and conditions of this Offer Document. The Company intends to raise up to $1,000,000 at an issue price of 1.7 cents ($0.017) per Share. This price represents a:

12.82% discount to the volume weighted average price of the Company’s shares sold on the ASX for the last five days on which the Company’s shares were traded prior to 25 October 2017, being the day this Offer was announced; and
a 5.03% discount to the volume weighted average price for the last fifteen days on which the Company’s shares were traded prior to 25 October 2017, being the day this Offer was announced.

Fractional entitlements to Shares will be rounded down and amounts payable rounded to the nearest whole dollar.

Each offer made under this Share Purchase Plan to eligible Shareholders is made on the same terms and conditions. The Offer is not underwritten.

In the event the maximum raising of $1,000,000 (58,823,529 Shares) is not reached then any remaining shares will form the shortfall. The Company has engaged CPS to place any shortfall (on a best endeavours basis and subject to receipt of any required approvals) with professional, sophisticated and other exempt investors on identical terms to the Offer. The Company has agreed to pay CPS 6% of funds raised through placement of the shortfall (if any).

Price Risk: Applicants should specifically consider the risk of movement in market value of the Shares. The market price of the Shares may change between the Offer Date 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 closing price of the Company’s shares on the last trading day before the announcement of the Offer was 2 cents ($0.02). The trading price may rise or fall after the Offer Date, 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. Information about the prices at which the Company’s trade on ASX can be obtained from the ASX website (www.asx.com.au) under using the code “WWI”. Closing prices can also be found in daily newspapers.

No account has been taken of the particular objectives, financial situation or needs of recipients of this Offer Document. Because of this, recipients of this Offer Document should have regard to their own objectives, financial situation and needs.

Recipients of this Offer Document should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to apply for Shares under this Share Purchase Plan, or acquire additional Shares or other securities in the Company.

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

The Offer is made pursuant to ASIC 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 and is not required to seek the approval of shareholders in relation to the offer under the Share Purchase Plan.

Directors and officers of the Company (and their associates) who hold Shares as at the Record Date may participate in this 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 5.00pm AEDT on the Closing Date.

The Company also 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 or any delegate of the Directors.

This Offer Document, the Share Purchase Plan, Offer, and terms and conditions (including the Application Form) are governed by the laws applying in the State of Victoria, Australia. 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 under the Offer are fully paid ordinary shares in the capital of the Company. Shares issued under this Share Purchase Plan shall rank equally with, and have the same terms as the Company’s other Shares.

The Company will not be obliged to issue Shares and the applicant will not be entitled to receive or be issued Shares until the Board resolves to issue the Shares. After the Shares are issued, the Company will promptly make an application to the ASX for the Shares to be admitted to quotation. The anticipated timetable for issuing Shares and sending holding statements to successful applicants is set out on page 1 of this Offer 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.

APPLYING FOR SHARES UNDER THE SHARE PURCHASE PLAN

To apply for Shares under the Share Purchase Plan, please utilise the payment options detailed below:

Make your payment via BPAY®[1] for one of the designated subscription amounts set out on the application form using the personalised customer reference number set out on the application form. There is no requirement to return the application form if you are paying by electronic means. You may only make a payment by BPAY if you are the holder of an account with an Australian Financial Institution. If applying by BPAY, you need to ensure your payment is received by the Share Registry by no later than 5.00pm AEDT on the Closing Date. Applicants should be aware that their own financial institution may implement early cut off times with regards to electronic payments and therefore should take this into consideration when making payment; or
Complete the enclosed application form and return it, together with a cheque made payable to “West Wits Mining Limited” and cross “Not Negotiable” in the amount equal to the designated subscription amounts selected, to the Share Registry’s address below:

West Wits Mining Limited C/- Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007

By completing and returning the Application Form accompanying this Offer Document or making a payment for Shares offered under this Share Purchase Plan by BPAY, the applicant acknowledges that it is an eligible Shareholder and 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. Receipt by the Company’s Share Registry of a completed Application Form accompanying this Offer Document or payment for Shares offered under this Share Purchase Plan by BPAY constitutes an irrevocable and unconditional acceptance of the Offer in accordance with the terms and conditions of this Offer Document and the Application Form by the applicant.

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 this Offer being 5.00pm AEDT on the Closing Date. Note, your bank may impose cut off times for processing payments, and/or may impose daily limits – it is important that you make your payment in time and according to any limits so that payment for the full amount of Shares you wish to apply for is received on time and in full. Late applications or of application monies received after the specified time will not be accepted, unless the Company otherwise agrees. Neither the Company nor the Company’s Share Registry accepts any liability for lost, delayed or misdelivered application forms or application monies.

Applications should only be made in one 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 CO 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.

EFFECT OF RECEIPT

In addition to any acknowledgment noted herein, receipt by the Share Registry of a completed Application Form or payment for Shares offered under this Share Purchase Plan by BPAY:

constitutes an irrevocable and unconditional acceptance of the Offer in accordance with the terms and conditions set out in this Offer Document and the Application Form by the applicant;
represents an acknowledgment that the applicant is lawfully permitted to accept the Offer to acquire the Shares under the Share Purchase Plan and participate in the Share Purchase Plan in accordance with the applicable

1 ® Registered to Bpay Pty Ltd ABN 69 079 137 518

laws in Australia and any other applicable laws in the jurisdiction in which the applicant and/or the beneficial owner of the Shares is situated;

represents an acknowledgement that the applicant accepts the risk that the market price of the Shares may fall between the date on which the Application is submitted and the date the Shares the subject of the Offer are issues and allocated;
represents an acknowledgement by the applicant that the Company is not liable for any exercise of its discretions referred to in the terms and conditions of this Offer Document or the Application Form; and
represents an acknowledgement by the applicant that under the terms and conditions of this Offer Document and the Application Form, to the maximum extent possible at law, the applicant releases the Company and its Directors and officers from any liability for any loss the applicant may suffer as a result of making any investment in the Company under the Share Purchase Plan.

MAXIMUM APPLICATIONS

Each eligible Shareholder who is not a Custodian may only apply for up to $15,000 of Shares. If a registered holder of Shares receives more than one offer under this Share Purchase Plan (for example, due to multiple registered holdings, including joint holdings), it may only apply for up to $15,000 of shares in total.

Accordingly, applicants must provide the Company with certification to the effect that the total of the application for Shares the subject of the Application Form and any other Shares applied for by the applicant under a share purchase plan or similar arrangement in the 12 months prior to the application (including any Shares which the applicant has instructed a Custodian to acquire on their behalf under a share purchase plan including this Share Purchase Plan or similar arrangement) does not exceed $15,000. Joint holders are counted as a single shareholder for the purposes of determining entitlements. A joint holder who receives more than one offer under the Share Purchase Plan due to multiple registered holdings (including both sole and joint holdings) may only apply for up to $15,000 of shares in total.

Applications counted in determining whether the $15,000 limit would be exceeded include application made through a Custodian or other nominee. The Application Form includes a statement that the acceptance by the Company of the application will not result in the applicant acquiring Shares under this Offer (or under any other share purchase plan of the Company or similar arrangement) with an application price totalling more than $15,000 in the prior 12-month period. The statement also applies to applications made by BPAY.

CUSTODIANS

A registered shareholder who is a Custodian holding Shares on behalf of two or more beneficial holders as at the Record Date may acquire multiple parcels with an application price totalling up to $15,000 (882,352 Shares) on behalf of distinct beneficiaries, subject to compliance with the procedures and certification requirements set out in ASIC CO 09/425. In addition, where requested by the Company, Custodians must provide evidence satisfactory to the Company of distinct holdings when accepting the Offer under this Share Purchase Plan. Custodians must establish that the issue of Shares applied for on behalf of a beneficiary will not result in the beneficiary acquiring Shares under this Offer (or under any other share purchase plan of the Company or similar arrangement) with an application price totalling more than $15,000 in the 12-month period prior to an application under this Share Purchase Plan.

Custodians must obtain a separate Custodian Schedule from the Company or the Company’s Share Registry 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 distinct beneficiaries.

When requesting a Custodian Schedule from the Company or the Company’s Share Registry, Custodians must allow time for the dispatch, completion and return of the form. Requests should be made in writing via email at [email protected]. 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 5.00pm AEDT on the Closing Date.

If you are unsure whether you are a Custodian for the purposes of the 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 reserves the right to 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. The Company may amend any application received such that the applicant’s interest alone or with its associates is no more than 20% of the issued voting shares of the Company. In the event that an application is adjusted, the Company will refund to the applicant by cheque without interest the difference between the application monies received by the Company and application monies payable for the number of Shares actually issued to the applicant.

Only shareholders whose address in the Company’s register of members is in Australia and New Zealand may apply. Regardless of their address in the register, applicant’s 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.

Only applicants registered as a shareholder in the Company’s register of members at 7.00pm AEDT on the Record Date may apply.

Accordingly, this document does not constitute an offer of Shares 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 by the applicant that there has been no breach of such requirements.

BROKERAGE

No brokerage is payable by applicants in respect of applications or the issue of Shares to applicants under this Share Purchase Plan.

As noted above, the Company has engaged CPS, subject to receipt of any approvals required under the Corporations Act and/or the ASX Listing Rules, to place any shortfall with professional, sophisticated and other exempt investors on identical terms to the Offer. The Company has agreed to pay CPS 6% of funds raised through placement of the shortfall (if any).

The Company may also pay brokers a fee for facilitating their clients participation in the Share Purchase Plan which fees are anticipated to approximate 2% of the funds raised.

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 this Offer or how to accept this Offer, please contact your stockbroker or professional adviser, or the Company on (03) 8692 9049.

	GLOSSARY
ASIC CO 09/425	ASIC Class Order 09/425 issued by the Australian Securities and Investments Commission,
	as amended.
ASX	means ASX Limited [ACN 008 624 691] and the prescribed financial market known as the
	Australian Securities Exchange.
Application Form	means the personalised application and acceptance form which accompanies this Offer
	Document.
Board	means the Board of Directors of the Company from time to time.
Company or Wes Wits	means West Wits Mining Limited [ACN 124 894 060]
Corporations Act	means the Corporations Act 2001 (Cth).
Custodian	means a custodian within the meaning of ASIC Class Order 09/425.
Custodian Schedule	means a separate schedule which can be requested, completed and submitted by a
	Custodian.
Director	means a Director of the Company.
Eligible Shareholder	means a Shareholder who is eligible to participate in the Share Purchase Plan.
Listing Rules	means the Listing Rules of ASX.
Offer	means the offer of fully paid ordinary shares to eligible Shareholders made in this Share
	Purchase Plan Offer Document.
Offer Document	means this Share Purchase Plan offer document.
Record Date	means 7.00pm AEDT on 24 October 2017.
Share	means an ordinary fully paid share in the capital of the Company (including those proposed
	to be issued under the Share Purchase Plan and “Shares”has a corresponding meaning.
Shareholder	means a person who holds Shares.
Share Purchase Plan	means the share purchase plan described in this Offer Document.
Share Registry	means Security Transfer Australia Pty Ltd [ACN 088 894 488]

SHARE PURCHASE PLAN APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

REGISTERED OFFICE:

LEVEL 3 62 LYGON STREET CARLTON VIC 3053 AUSTRALIA

ACN 124 894 060

SHARE REGISTRY: Security Transfer Australia Pty Ltd All Correspondence to: PO Box 52 Collins Street West VIC 8007

T: 1300 992 916 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

«Post Barcode»[«Post_zone»] «Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» Code: «Address_line_3» Holder Number: «Address_line_4» «Address_line_5» Record Date:

Code: WWI Holder Number: Record Date: 24 OCTOBER 2017

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM AEDT ON 10 NOVEMBER 2017 (1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share 1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Purchase Plan (SPP) and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only). TOTAL SUBSCRIPTION AMOUNT NUMBER OF SHARES @ $0.017 PER SHARE OFFER A $ 5,000 294,117 OFFER B $ 10,000 588,235 OFFER C- Maximum amount $ 15,000 882,352 (2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf). (3) I/We agree to be bound by the terms of the SPP. (4) I/We hereby agree to accept any lesser number of new Shares applied for. (5) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SPP (being a maximum of $15,000 worth of Shares) does not exceed $15,000 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation and Custodian Certification - see overleaf for details. (6) My/Our contact details in case of enquiries are: NAME TELEPHONE NUMBER ( ) EMAIL ADDRESS PAYMENT INFORMATION - Please also refer to payment instructions overleaf.

(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share 1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Purchase Plan (SPP) and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only).

(5) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SPP (being a maximum of $15,000 worth of Shares) does not exceed $15,000 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation and Custodian Certification - see overleaf for details.

( )

==> picture [36 x 52] intentionally omitted <==

CHEQUE / MONEY ORDER

Biller code: 159483

All cheques (expressed in Australian currency) are to be made payable to WEST WITS MINING LIMITED and crossed "Not Negotiable".

Ref: <>

Telephone & Internet Banking – BPAY[® ] Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au

REGISTRY DATE STAMP

E & O.E.

Your BPAY reference number is unique to this offer and is not to be used for any other offer.

BPAY PAYMENT OR THE RETURN OF THIS FORM WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER. You do not need to return this form if you have made payment via BPAY.

WWISPP5101117

WWI

LODGEMENT INSTRUCTIONS

PAYMENT INFORMATION

==> picture [22 x 33] intentionally omitted <==

Biller code: 159483

CHEQUE / MONEY ORDER

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au

Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY® applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

LIMITATION ON PARTICIPATION

The maximum subscription limitation of $15,000 will apply even if an eligible Holder has received more than one form (whether in respect of a joint holding or because the eligible Holder has more than one holding under separate Security accounts).

CUSTODIAN CERTIFICATION

If you are a Custodian (as defined in ASIC Class Order 09/425), you must submit a custodian certificate to WEST WITS MINING LIMITED. If you did not receive a custodian certificate, contact Security Transfer Australia Pty Limited. If you need further information to determine whether you are a Custodian, refer to the terms and conditions of the Plan which accompany this Share Purchase Plan Application Form or contact Security Transfer Australia Pty Limited.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007

Applications must be received by Security Transfer Australia Pty Ltd no later than 5.00pm AEDT on the closing date.

CERTIFICATION

By making payment for the application monies, I/we hereby:

Acknowledge that I/we have read and understood the Terms of the SPP;
Agree to be bound by the Terms of the Constitution of the Company and the SPP;
Agree to accept any lesser number of new Securities than the number of Securities applied for; and
(If not a Custodian as defined in ASIC Class Order 09/425) Certify that the amount of Securities subscribed for by me/us pursuant to the SPP does not exceed the maximum amount taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Australia Pty Ltd

PO Box 52, Collins Street West, VIC, 8007

Telephone 1300 992 916

Facsimile +61 8 9315 2233

Email: [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

AI assistant

WEST WITS MINING LIMITED Capital/Financing Update 2017

66091_rns_2017-10-26_92ec2f3f-4b52-498b-b3f2-30208b19ef6b.pdf