WEST WITS MINING LIMITED — Share Issue/Capital Change 2011

May 25, 2011

WEST WITS MINING LIMITED

(ABN 89 124 894 060)

PROSPECTUS

This Prospectus is for the issue of one (1) New Option for every four (4) Shares issued to Eligible Shareholders under the Company's Share Purchase Plan. Each New Option is exercisable at \$0.08 and expires on 1 February 2014. This Prospectus is provided to ensure regulatory disclosure compliance for the New Options issued under the Share Purchase Plan.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY. If you do not understand its contents, you should consult your stockbroker, accountant or other professional adviser without delay.

INDICATIVE TIMETABLE

Share Purchase Plan Record Date	2 February 2011
Announcement of Share Purchase Plan	3 February 2011
Lodgement of Prospectus	26 May 2011
Share Purchase Plan opening date	2 June 2011
Share Purchase Plan closing date	24 June 2011
Issue of New Options under Share Purchase Plan	1 July 2011

All dates in respect of the Offer should be regarded as indicative only. Subject to the Corporations Act, the Listing Rules and other applicable laws, the Company reserves the right to change dates, to close the Offer early, to extend a closing date and subsequent dates, or not to proceed with any or all of the Offer described in this Prospectus.

IMPORTANT NOTICE

This Prospectus is dated 26 May 2011. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission ("ASIC") on the same date. Neither ASIC nor ASX Limited ("ASX") nor their respective officers take any responsibility as to the contents of this Prospectus. The expiry date of this Prospectus is 26 June 2012. No securities will be issued on the basis of this Prospectus after that expiry date.

This is a Prospectus for an offer of Options to acquire continuously quoted securities (as defined by the Corporations Act 2001 (Cth)) of West Wits Mining Limited and has been prepared in accordance with section 713 of the Corporations Act. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offering prospectus.

Before applying for New Options, you should consider whether they are a suitable investment for you in light of your own investment objective and financial circumstances and having regard for the merits and risks involved. Various risks may affect the future operating and financial performance of West Wits Mining Limited and the value of an investment in West Wits Mining Limited.

This Prospectus does not constitute an offer of, or an invitation to subscribe for, any Options in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

No person is authorised to give any information or to make any representation in connection with the Offer, which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by West Wits Mining Limited in connection with the Offer.

The securities offered under this prospectus are considered speculative.

Certain terms and abbreviations used in this Prospectus have defined meanings as set out in the glossary in section 13 of this Prospectus. Unless otherwise indicated all references to currency are to Australian dollars and all references to time are to times in Melbourne, Australia.

1 DETAILS OF THE OFFER

This Prospectus is issued by West Wits Mining Limited ("the Company" or "West Wits Mining") in connection with the issue of one (1) New Option for every four (4) Shares successfully subscribed for under the Share Purchase Plan ("the Offer").

On 3 February 2011 the Company announced its intention to allow all Eligible Shareholders to participate in a share purchase plan. Full terms and conditions of the Share Purchase Plan accompany this Prospectus and are also extracted at Annexure One of this Prospectus.

Each New Option will, upon exercise, entitle the holder to one ordinary fully paid share in the Company. Each New Option will be exercisable at eight cents (\$0.08) on or before 1 February 2014. Full terms of the New Options offered under this Prospectus are set out in section 6.1.

The New Options have a nil issue price. There is no obligation to exercise any New Option. There is no brokerage, commission or other participation costs payable by Eligible Shareholders in respect of any acquisition of New Options under the Offer.

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. The Company has agreed to pay BGF Equities a placement fee of 5% of the total equity raised under the placement described in Section 2.1 below and issue BGF Equities 12.5 million options exercisable and \$0.08 per share on or before 1 February 2016. BGF Equities (or its nominee) therefore receive New Options (on a one for four basis) in respect of any shortfall shares for which it subscribes under the Share Purchase Plan.

2 EFFECT OF THE OFFER ON THE COMPANY

2.1 Effect on the Capital Structure of the Company

Set out in Table One below, for illustrative purposes, is the existing capital structure of the Company (as at the date of this Prospectus) together with the impact of the Share Purchase Plan.

	Table One

	Existing	Maximum to be Issued under SPP	Total
Ordinary Shares	167,822,340*	12,500,000	180,322,340
Options	17,862,032 **	3,125,000	20,987,032

* Includes a notional 38,250,000 shares which DRD Gold Limited ("DRD") are entitled to acquire through conversion of its shareholding in the Company's South African subsidiary West Wits SA, which conversion is subject to South African regulatory processes as disclosed in the Company's IPO Prospectus of 15 November 2007.

** Assuming no existing options are exercised. For summary and breakdown of terms of existing options refer to Annexure Two.

As announced to the ASX on 3 February 2011, the Company intends to undertake a capital raising by way of a placement of up to 67.5 million Shares (comprising 33.75 million new Shares and the 33.75 million Shares held by Mintails Limited) and 8,437,500 free attaching options to professional, sophisticated and institutional investor clients of BGF Equities. For further details of the capital raising please refer to the Company's Notice of Meeting dated 30 March 2011.

Subject to the successful completion of that placement, and subject to the satisfactory completion of its due diligence enquiries and shareholder approval, the Company intends to acquire an interest in the Derewo River Gold Project from Paniai Gold. In consideration for the acquisition of Paniai Gold's interest in the Derewo River Gold Project the Company will issue the shareholders of Paniai Gold (or their nominee/s): 80 million ordinary Shares in the Company; 46 million performance shares; and 12.5 million options. The terms of these securities and further details of the Derewo River Gold Project and the Company's proposed acquisition are set out in the Company's Notice of Meeting dated 30 March 2011.

As described in the Notice of Meeting dated 30 March 2011 the Company also intends to issue additional options to Director's Michael Quinert and Hulme Scholes and to BGF Equities and Peregrine Corporate in connection with the capital raising and acquisition described above.

All of the resolutions put forward at the General Meeting held on Monday, 2 May 2011 were passed.

Set out in Table Two below, for illustrative purposes, is the capital structure of the Company together with the impact of the Share Purchase Plan assuming:

• the placement described above is completed and fully subscribed;
• the Company's acquisition from Paniai Gold is completed; and
• Hulme Scholes, Michael Quinert, BGF Equities and Peregrine Corporate are issued with options approved by Shareholders at the Company's General Meeting on 2 May 2011.

Table Two

	Existing	Maximum to be Issued	Total
		under SPP
Ordinary Shares	281,572,340*	12,500,000	294,072,340
Options	38,799,532**	3,125,000	41,924,532
Performance Shares	46,000,000	Nil	46,000,000

* Includes a notional 38,250,000 shares which DRD Gold Limited ("DRD") are entitled to acquire through conversion of its shareholding in the Company's South African subsidiary West Wits SA, which conversion is subject to South African regulatory processes as disclosed in the Company's IPO Prospectus of 15 November 2007.

** Assuming no existing options are exercised. For summary and breakdown of terms of existing options refer to Annexure Two.

3 Acceptance Instructions

The Share Purchase Plan documentation contains the details about the purposes of the Share Purchase Plan and use of funds raised under the Share Purchase Plan. Each Eligible Shareholder participating in the Share Purchase Plan will receive 1 free attaching New Option for every four Shares subscribed for under the Share Purchase Plan.

Eligible Shareholders will be taken to have subscribed for New Options by completing an application for Shares under the Share Purchase Plan. The relevant application form accompanies the Share Purchase Plan and this Prospectus.

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

Recipients of this Prospectus 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 accept the Offer, or to acquire New Options or other securities of the Company.

4 CONTINUOUS DISCLOSURE OBLIGATIONS

This Prospectus is issued by the Company in accordance with the provisions of the Corporations Act applicable to a prospectus for continuously quoted securities.

Section 713 of the Corporations Act enables a company to issue a special prospectus where the securities offered under that prospectus are continuously quoted securities within the meaning of the Corporations Act, or options to acquire continuously quoted securities. This generally means that the relevant securities (in the current case the Shares which will be acquired on exercise of the New Options) are in a class of securities that were quoted enhanced disclosure securities at all times during the 12 months before the date of the prospectus and, as such, the issuing company was subject to the continuous disclosure regime provided for under the Corporations Act and the Listing Rules of ASX.

The Shares which will be issued upon exercise of the New Options offered pursuant to this Prospectus are in a class of securities which have been continuously quoted securities for a period in excess of 12 months.

In summary, special prospectuses are required to contain information in relation to the effect of the offer of securities on the company, and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. Accordingly, this Prospectus does not contain the same level of disclosure as a prospectus of an unlisted company or an initial public offering prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the date of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

As a disclosing entity under the Corporations Act, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to West Wits Mining may be obtained from, or inspected at, an office of ASIC.

Any person may request, and the Company will provide free of charge, a copy of each of the following documents during the acceptance period of this Prospectus:

• (i) the financial statements of the Company for the financial year ended 30 June 2010, being the most recent annual financial report of the Company lodged with ASIC before the lodgement of this Prospectus with ASIC; and
• (ii) any continuous disclosure notices given by the Company since the lodgement of the annual financial report referred to in (i) above and before lodgement of this Prospectus. Continuous disclosure notices given by the Company since the lodgement of the annual financial report to the date of this Prospectus are listed in section 5 of this Prospectus.

5 ASX ANNOUNCEMENTS

The following announcements (continuous disclosure notices) have been made by the Company to ASX since 30 September 2010 being the date of lodgement of the 2010 annual financial report incorporating the Company's annual financial statements for the year ended 30 June 2010.

Date	Headline
26/05/2011	Notice under ASIC class order
26/05/2011	West Wits completes interim placement
25/05/2011	Independent Technical Report for Derewo River Gold Project
24/05/2011	West Wits Signs Definitive Agreement
02/05/2011	Results of Meeting
29/04/2011	Quarterly Activities and Cashflow Report
15/04/2011	Becoming a substantial holder
15/04/2011	Change in substantial holding
31/03/2011	Notice of General Meeting/Proxy Form
24/03/2011	Initial Director`s Interest Notice
22/03/2011	Appointment of new Non-Executive Director
07/03/2011	Half Yearly Report and Accounts
03/02/2011	Initial Director`s Interest Notice
03/02/2011	Heads of Agreement for new Gold Project and Capital Raising
01/02/2011	Trading Halt Request
01/02/2011	Trading Halt
01/02/2011	Appointment of a Director
31/01/2011	Quarterly Activities and Cash Flow Report
28/01/2011	Final Director`s Interest Notice
28/01/2011	Resignation of Managing Director
21/12/2010	Trading Policy
30/11/2010	Results of Annual General Meeting
30/11/2010	2010 AGM Presentation
04/11/2010	High grade gold values returned at new LIP Target
28/10/2010	Notice of Annual General Meeting/Proxy Form
28/10/2010	Quarterly Activities and Cash flow Report
22/10/2010	Resolution of West Wits Claim Against Mintails
22/10/2010	MLI: Resolution of Mintails / West Wits claim
18/10/2010	Final Director`s Interest Notice
18/10/2010	MLI: Update on West Wits Mining/Mintails Limited transaction

15/10/2010	MLI fails to fulfill obligation and resignation of director

Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.

The Company may make further announcements to ASX from time to time. Copies of announcements are released by ASX on its website, www.asx.com.au, and will also be made available on the Company's web site, www.westwitsmining.com. Copies of announcements can also be obtained from the Company upon request.

Prospective investors are advised to refer to ASX's website or the Company's website for updated releases about events or matters affecting the Company.

In making statements in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act 2001 and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

6 TERMS OF SECURITIES OFFERED

6.1 Options

The New Options granted under this Prospectus will be granted on the following terms and conditions:

• Each New Option entitles the holder to one ordinary fully paid share upon exercise.
• Each New Option may be exercised by completing an option exercise notice and delivering it together with the payment for the number of Shares in respect of which the New Options are exercised to the registered office of the Company.
• The exercise price is payable in full on exercise for each New Option that is exercised and is equal to \$0.08 (eight cents) per New Option.
• Any New Option that has not been exercised prior to the Expiry Date of 1 February 2014 automatically lapses.
• The Company will not apply to the ASX for quotation of the New Options.
• All ordinary fully paid shares issued upon exercise of New Options will rank pari passu in all respects with, and will have the same terms as, the Company's then issued ordinary fully paid shares. The Company will apply for official quotation by ASX of all shares issued upon exercise of New Options, subject to any restriction obligations imposed by ASX.
• The New Options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant New Options.
• There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the New Options.
• In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of New Options or the exercise price of the New Options or both shall be reconstructed in accordance with the

Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

6.2 Shares

The shares that will be issued upon exercise of the New Options will be fully paid ordinary shares in the capital of the Company, which will rank equally with, and will have the same voting and other rights as, the existing issued Shares of the Company. The rights attaching to the Company's Shares are set out in the Company's constitution, the Listing Rules of ASX and the Corporations Act. The Company's constitution has been lodged with ASIC. The constitution contains provisions common for public companies in Australia and is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. Any person may request a copy of the constitution during the application period of the Prospectus, which the Company will provide free of charge. The constitution is also available at the Company's web site, www.westwitsmining.com.

7 DIRECTORS' INTERESTS

7.1 Directors' interests in securities of the Company

As at the date of this Prospectus, the Directors' direct and indirect interests in shares and options of the Company are as follows:

Director	Shares	Options
Mr Michael Quinert	1,757,620	4,476,192
Mr Phillip Hains	600,000	Nil
Ms Neil Pretorius	Nil	1,000,000
Mr Hulme Scholes	Nil	250,000

Except as disclosed in the Prospectus, no Director or proposed Director has, or has had within two years of lodgement of this Prospectus, any interest in:

• (i) the formation or promotion of the Company; or
• (ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of New Options; or
• (iii) the offer of New Options, other than as ordinary shareholders;

and no amounts or benefits have been paid or agreed to be paid to any Director:

• (iv) to induce them to become, or to qualify them as, a Director of the Company; or
• (v) for services provided by that person in connection with the formation and promotion of the Company or the offer of New Options.

7.2 Directors' fees and other remuneration

Directors are entitled to receive directors' fees and other remuneration (which may include consulting fees) from the Company in relation to services provided to the Company. Details of the remuneration paid to Directors to 30 June 2010 are set out in the financial statements of the Company for the financial year ended 30 June 2010, referred to in section 4 of this Prospectus. The total remuneration received by or payable to current Directors as fees and executive service remuneration in the past two years (for the period between May 2009 and June 2011) is:

Director	Director's fees (over past 2 years) \$	Other remuneration (over past 2 years) \$
Mr Michael Quinert	\$273,334	\$31,755*
Mr Phillip Hains	Nil	Nil**
Ms Neil Pretorius	\$54,166	Nil
+ Mr Hulme Scholes	\$8,876	\$9,877*

* Value assigned to options issued in lieu of Directors' fees.

** Mr Hains is a Director of The CFO Solution HQ Pty Ltd [ACN 054 583612] which provides professional accounting services to the Company. The CFO Solution HQ Pty Ltd received fees of \$381,000 for the period between May 2009 and April 2011.

+ Mr Scholes was appointed to the Board on 22 March 2011.

Except as disclosed in this Prospectus, no person has paid or agreed to pay any amount to any Director or has given or agreed to give any benefit to any Director, to induce the Director to become, or to qualify as, a Director of the Company or otherwise for services rendered by the Director in connection with the formation or promotion of the Company or the Offers.

8 Taxation

Recipients of the Offer should seek and obtain their own taxation advice before applying for New Options so that they may first satisfy themselves of any taxation implications associated with acquiring New Options.

9 Consents

BGF Equities has given, and not withdrawn before the lodgement of this Prospectus, its written consent to being named in this Prospectus. BGF Equities had no involvement in any part of the preparation of this Prospectus other than consenting to the recording of its name in the context in which it appears.

10 Privacy

Personal information is collected on the application forms by the Company and its Share Registrar for maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Acceptances might not be processed efficiently, or at all, if the information requested is not provided. Personal information about recipients may be disclosed to external service providers such as print or mail service providers as required or permitted by law. A recipient who would like details of their personal information held by the Company or its Share Registrar, or who would like to correct information that is incorrect or out of date, should contact the Share Registrar's Privacy Officer at Security Transfer Registrars Pty Ltd (by email to registrar@securitytransfer.com.au, or by facsimile to +61 8 9315 2233) or the address shown in the Corporate Directory. In accordance with the Corporations Act, recipients may be sent material (including marketing material) in addition to general corporate communications. Recipients may elect not to receive marketing material by contacting the Share Registrar's Privacy Officer. Recipients can also request access to, or corrections of, personal information held by the Company by writing to the Company.

11 Electronic Prospectus

A copy of this Prospectus will be displayed in electronic format at www.westwitsmining.com. However, the copy of the Prospectus on the website will not include an application form. The Offer constituted by this Prospectus will not be made in electronic form and will only be made in the paper copy of this Prospectus which will be dispatched to Shareholders along with the Share Purchase Plan and will contain an application form. New Options cannot be applied for electronically or using an electronic copy of the Prospectus.

The Corporations Act prohibits any person from passing an application form on to another person unless it is attached to or accompanied by a hard copy of this Prospectus. The Prospectus and/or application form must not be passed on to another person (other than a professional advisor) without the prior written consent of the Company.

12 Enquiries

If you have any questions regarding the content of this Prospectus or how to complete the Application Form, you should contact your stockbroker, accountant or independent professional financial adviser prior to accepting any Offer.

Any questions concerning the Offer should be directed to Mr Phillip Hains of West Wits Mining on (03) 9824 5254.

Directors' Responsibility Statement

The Directors of the Company have authorised the lodgement of this Prospectus with ASIC.

Michael Quinert Chairman

13 Glossary

ASX	means ASX Limited [ACN 008 624 691].
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.
Eligible Shareholder	means a Shareholder eligible to participate in the Share Purchase Plan.
Listing Rules	means the Listing Rules of ASX.
New Option	means the Options, the subject of this Prospectus, each of which entitled the holder to apply for one Share on or before 1 February 2014 at an exercise price of \$0.08, on the terms and conditions set out in section 6.1.
Offer	means the offer of New Options made under this Prospectus.
Option	means an option to subscribe for and be allotted a Share and "Options" and "Optionholder" have corresponding meanings.
Paniai Gold	means Paniai Gold Limited [ACN 134 742 359].
Peregrine Corporate	means Peregrine Corporate Limited [ACN 062 478 997].
Prospectus	means this Prospectus dated 26 May 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, the terms of conditions of which are contained in the Share Purchase Plan documentation accompanying this Prospectus.
Share Registrar	means Security Transfer Registrars Pty Ltd [ACN 008 894 488].

ANNEXURE ONE SHARE PURCHASE PLAN

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.

KEY OFFER DETAILS

Issue price of shares offered under this SPP: 4.0 cents (\$0.04) per new share

Minimum application amount: \$2,000 (50,000 shares)

Maximum application amount:^ \$14,000 (350,000 shares)

Applications can be made parcels of shares valued at:*

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

\$500,000 (12,500,000 shares)

Maximum amount raised (assuming the offer is fully subscribed):

Proposed use of funds: 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 offer):+	2 February 2011, being the day before the date on which the details of the SPP were first announced to the ASX.
Closing date:+	24 June 2011
Anticipated issue of new shares:+	1 July 2011
Anticipated despatch of holding statements and (if applicable) refunds:+	5 July 2011
Anticipated commencement of trading of new shares:	7 July 2011

^ 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.

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.

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

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.

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 "Optionholder" 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].

ANNEXURE TWO OPTIONS

ASX Code	Expiry date	Number of shares into which options convert	Exercise price (\$)
WWIAM	15 December 2012	8,800,000	\$0.20
WWIAO	7 March 2013	300,000	\$0.30
WWIAI	9 December 2013	6,083,332	\$0.20
WWIAQ	3 December 2014	1,528,700	\$0.20
Unlisted	26 May 2016	400,000	\$0.10
Unlisted	26 May 2016	750,000	\$0.10
TOTAL:		17,862,032
Options proposed to be issued under Notice of Meeting dated 30 March 2011
Placement Options (to client's of BGF Equities)	Three (3) years from the date of issue.	8,437,500	\$0.08
Consideration Options (to shareholders of Paniai or nominee/s)	Five (5) years from the date of issue.	12,500,000	\$0.08
Options (to parties in connection with capital raising services)	Five (5) years from the date of issue.	17,500,000	\$0.08
TOTAL PROPOSED TO BE ISSUED:		38,437,500
INDICATIVE TOTAL : (ie. existing plus proposed)		56,299,532

WEST WITS MINING LIMITED

ABN89 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.

How to accept the Share Purchase Plan Offer

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.