West Wits Mining : Rights Issue Offer Booklet

For personal use only

WEST WITS MINING LIMITED

[ABN 89 124 894 060]

("THE COMPANY")

RIGHTS ISSUE OFFER BOOKLET

A non-renounceable pro rata rights issue offer to Eligible Shareholders of 1 new share (New Shares) for every 6 shares held at the Record Date at an issue price of 3 cents ($0.03) per New Share to raise approximately $7.86 million (before costs) (Offer).

The Offer is approximately 97% ($7,600,000.11, being 253,333,337 New Shares)

underwritten by Evolution Capital Pty Ltd (Underwriter).

This booklet (Offer Booklet) is an important document and requires your immediate attention. It

should be read in its entirety.

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IMPORTANT NOTICES

New Zealand

For personal use only

This Offer Booklet is dated 22 November 2021. Capitalised terms in these important notices have the meaning given to them in this Offer Booklet.

The Offer is being made without a prospectus in accordance with section 708AA Corporations Act. This Offer Booklet does not contain all of the information which a prospective investor may require to make an informed investment decision. The information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Offer Booklet is an important document and should be read in its entirety before deciding to participate in the Offer. This Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC.

By returning an Entitlement and Acceptance Form or otherwise paying for New Shares through BPAY in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Offer set out in detail in this Offer Booklet.

No offering outside Australia and New Zealand This Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to ineligible shareholders.

No action has been taken to register or qualify the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction outside Australia or New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the Offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This Offer Booklet has not been registered, filed with or approved by a New Zealand regulatory authority. This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain. The offer of securities to the WWI shareholders in New Zealand is made in compliance with relevant Australian laws.

No representations

No person is authorised to give any information or to make any representation in connection with the Offer not contained in this Offer Booklet. Any information or representation in connection with the Offer that is not contained in this Offer Booklet may not be relied upon as having been authorised by WWI or any of its officers.

Risks

Investors should consider that an investment in the New Shares and WWI generally is speculative. Refer to section 4 of this Offer Booklet for a summary of general and specific risk factors that may affect WWI.

Announcements

The Company makes announcements to ASX from time to time which can be obtained from the Company's announcements page on the ASX website www2.asx.com.au, search code "WWI".

For personal use only

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SUMMARY OF THE OFFER

Capitalised terms in this summary of the Offer have the meaning given to them in this Offer Booklet.

KEY INVESTMENT DETAILS

	New Share issue price	3 cents ($0.03)
	Ratio of entitlement to New Shares	1 New Share for every 6 shares held at
		the Record Date (1:6 basis)
	Existing WWI shares on issue	1,572,369,625
	New Shares to be issued under the Offer	262,061,604
	Amount to be raised under the Offer (before costs)	Approximately $7.86 million

	KEY DATES
	Announcement of Offer Booklet	22 November 2021
	Ex-Date	25 November 2021
	Record Date (7.00pm Melbourne time)	26 November 2021
	Offer Booklet dispatched	30 November 2021
	Closing Date (5.00pm Melbourne time)	14 December 2021
	WWI notifies ASX of results	16 December 2021
	Issue date and release of Appendix 2A for New Shares	21 December 2021

The dates above are indicative only and subject to change. Subject to the Corporations Act and ASX Listing Rules, WWI reserves the right to amend this indicative timetable by making an announcement to ASX. In particular WWI reserves the right to extend the Closing Date or withdraw the offer without notice by making an announcement to ASX. Any extension of the Closing Date will have a consequential effect on the anticipated date for the issue of New Shares under the Offer.

USE OF FUNDS

Funds raised by the Offer are proposed to be applied as follows:

Use of funds	$ (approx)
Witwatersrand Basin Project - mine development	$2,000,000
Witwatersrand Basin Project - early mining initiative	$2,950,000
Witwatersrand Basin Project - exploration activities	$430,000
Witwatersrand Basin Project - stages 2 and 3 feasibility studies	$430,000
General working capital (including costs of the Offer)	$1,800,000
Mt Cecelia - exploration activities	$250,000
Total	$7,860,000

The above table is indicative only and is subject to change. Details of the financial impact of the Offer on the Company is set out in section 2.

For personal use only

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CAPITAL STRUCTURE

The share capital of the Company following completion of the Offer is described below:

	Number	%
Existing shares	1,572,369,625	85.71%
New Shares under the Offer	262,061,604	14.29%
Total shares	1,834,431,229	100%

No convertible securities are being issued under the Offer. Details of the convertible securities currently on issue in the Company are set out in detail in section 3.1.

RISKS

Section 5 of this Offer Booklet contains a summary of some of the key risks associated with an investment in the Company, including:

• Risks associated with the Offer;
• Risks associated with the business and operations of the Company; and
• General risks including environmental risks, governmental policy and market conditions. You should read section 5 of this Offer Booklet carefully before deciding to apply for New Shares.

For personal use only

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1. DETAILS OF THE OFFER

1.1 The Offer

West Wits Mining Limited (WWI or the Company) is making a non-renounceablepro-rata rights issue offer to Eligible Shareholders (defined below) of 1 share (New Share) for every 6 shares held at the Record Date at an issue price of 3 cents ($0.03) per New Share to raise approximately $7.86 million before costs (the Offer).

The Offer is made to registered holders of WWI shares on the Record Date whose address in WWI's register of members is in Australia and New Zealand (being Eligible Shareholders) on the basis of one (1) New Share for every six (6) shares held at the Record Date (1:6 basis) by the eligible shareholders.

Any fractional entitlements to New Shares will be rounded up.

The Offer is non-renounceable and rights to entitlements are not able to be traded or transferred and, accordingly, there is no ability to trade rights on ASX. New Shares will be fully paid ordinary shares in the capital of WWI ranking equally in all respects with the existing fully paid shares from the date of their issue.

The Offer is approximately 97% underwritten ($7,600,000.11, being 253,333,337 New Shares) by Evolution Capital Pty Ltd (Underwriter). A summary of the underwriting agreement between the Company and the Underwriter (Underwriting Agreement) is set out in Section 1.5.

New Shares under the Offer not taken up by Eligible Shareholders or which would otherwise have been offered to non-eligible shareholders forms the shortfall (Shortfall). The Shortfall is to be allocated in accordance with Section 1.4.

The Offer is being made under section 708AA of the Corporations Act. This Offer Booklet is not a prospectus and does not contain all of the information that would ordinarily be contained in a prospectus.

1.2	Timetable
The indicative timetable for the conduct of the Offer is set out in the table below:
	Announcement of Offer Booklet		22 November 2021
	Ex-Date		25 November 2021
	Record Date (7.00pm Melbourne time)		26 November 2021
	Offer Booklet dispatched		30 November 2021
	Closing Date (5.00pm Melbourne time)		14 December 2021
	WWI notifies ASX of results		16 December 2021
	Issue date and release of Appendix 2A for New Shares		21 December 2021

The dates above are indicative only and subject to change. Subject to the Corporations Act and ASX Listing Rules, WWI reserves the right to amend this indicative timetable by making an announcement to ASX. In particular WWI reserves the right to extend the Closing Date or withdraw the Offer without notice by making an announcement to ASX. Any extension of the Closing Date will have a consequential effect on the anticipated date for the issue of New Shares under the Offer.

1.3 Non-qualifying foreign shareholders

No offer is made to shareholders whose address in WWI's register of members is outside Australia and New Zealand as at the Record Date. Further details are set out in section 8.

WWI is of the view that it is unreasonable to make the Offer to shareholders outside of Australia and New Zealand having regard to: