West wots

West Wits Mining Limited

ABN: 89 124 894 060

2015 Annual Report

Contents

Chairman's letter 3

Review of operations 4

Directors' report 11

Remuneration report - audited 15

Independence declaration 21

Consolidated statement of profit or loss and other comprehensive income 23

Consolidated statement of financial position 24

Consolidated statement of changes in equity 25

Consolidated statement of cash flows 26

Notes to the financial statements 27

Directors' declaration 55

Independent audit report 56

Shareholder information 59

Corporate directory 61

This document contains some statements which are by their very nature forward looking or predictive. Such forward looking statements are by necessity at least partly based on assumptions about the results of future operations which are planned by the company and other factors affecting the industry in which the company conducts its business and markets generally. Such forward looking statements are not facts but rather represent only expectations, estimates and/or forecasts about the future and thereby need to be read bearing in mind the risks and uncertainties concerning future events generally.

There are no guarantees about the subjects dealt with in forward looking statements. Indeed, actual outcomes may differ substantially from that predicted due to a range of variable factors.

Chairman's Letter

Dear Shareholder,

West Wits Mining Limited ('the Company' or 'West Wits') entered 2015 with some significant challenges in front of it with respect to its gold projects in Indonesia and South Africa.

In South Africa the Company had clear strategies in place to restore its Prospecting Right over the DRD Lease and Rand Leases collectively known as the Soweto Cluster. Unfortunately it was a long drawn out process but thanks to the significant effort provided by Hulme Scholes, a West Wits Non-Executive Director, the Company announced on 14 April 2015 its application for renewal of its Prospecting Right over the Soweto Cluster had been granted for a further 3 years. This was a tremendous outcome for the Company as it believes there is significant value to be unlocked from the Soweto Cluster.

Whilst West Wits had continued to review and evaluate targets prior to its Prospecting Right being extended it was unable to undertake any significant work due to the uncertainty surrounding the ownership of the leases. With this uncertainty now behind us it is the Company's intention to advance exploration activities at the Soweto Cluster.

Post balance date the Company made two announcements regarding the Soweto Cluster being an historical estimate delineated by the previous leaseholder DRD Gold Limited and an Exploration Target, under JORC 2012, to 400m below surface based on that historical estimate. The Exploration Target will form the basis of activity for the next year with programs designed to enable an upgrade of the Exploration Target into higher categories of JORC. In terms of funding these plans the Company has been in active discussions with its BEE partner and other parties to assist in funding these programs.

In late 2014 the board made a decision to replace its local partner in order advance the Derewo River Gold Project, Papua Province, Indonesia ('Derewo'). The new partner, PT Intan Angkasa Aviation ('PTIA'), is responsible for delivering a safe and secure project site. Whilst the timelines to providing access have been delayed PTIA remain confident in its ability to deliver safe access. This confidence continues to be demonstrated by their willingness to meet all expenditure obligations for delivering site access as well as the local costs of the Company's Indonesian subsidiary. On that basis the Company has continued to support PTIA who are working tirelessly with all stakeholders at Derewo.

The Company remains excited by the opportunity that Derewo presents and welcomes PTIA's continued effort to deliver safe access to the site.

The board believes there are grounds to be optimistic for 2016. The Company's two projects have the potential to become substantial gold projects, and we are moving to a position that will allow us to take them forward.

On behalf of the board I thank all shareholders for their ongoing support and look forward to repaying that support over the coming year.

Michael Quinert Chairman

West Wits Mining Limited

Dated: This the 30th Day of September 2015

Review of Operations

West Wits Mining Limited (ASX:WWI) ('the Company' or 'West Wits') endured a challenging 12 months both in the development of its alluvial gold project at Derewo River, Papua Province, Indonesia ('Derewo') as well as its Soweto Cluster Gold Project, Johannesburg, South Africa. However towards the end of the period and post balance date West Wits began to make positive progress at both projects.

Post balance date in South Africa, West Wits commenced a technical review of the Soweto Cluster data which led to the announcement on 28th August 2015 of a 12.8 million oz Au historic estimate determined by the previous lease holder DRD Gold Limited. The supporting material concerning the historical estimate announced on 28 August 2015 continues to apply and has not materially changed. The historical estimate is not reported in accordance with the JORC Code 2012. At this point a Competent Person has not done sufficient work to clarify this historical estimate under the JORC Code

(2012). On 22 September 2015 West Wits announced a new Exploration Target under JORC 2012 for the Soweto Cluster which was based on specific targets which formed part of the historical estimate. The Exploration Target includes only the top 400m below surface which is considered potentially viable for exploitation from open pit and or shallow underground mining. The Exploration Target range is 9-15 million tonnes at a grade of 3.5-4.5 g/t which equates to between 1 million and 2.2 million ounces Au.

The delineation of these targets will define the Company's next exploration programs which are being designed to enhance the geological understanding and potentially upgrade this Exploration Target into higher categories under the JORC code.

The consolidated Exploration Target is stated above as ranges of approximations of tonnes and grades. Number differences may occur due to rounding errors. The potential quantity and grade is conceptual in nature, there has been insufficient exploration and evaluation of the historical information to estimate a Mineral Resource. It is uncertain if further exploration will result in the estimation of a Mineral Resource.

Post balance date in Indonesia, West Wits, through its designated local partner, continued to make positive steps towards establishing an initial alluvial circuit at Derewo. The Company's staff have been on site for over three weeks preparing to establish the first circuit which will be situated in the 81 creek. West Wits' local partner continues to work with all stakeholders at Derewo to deliver a secure project site. This preparation has included initial work for water storage facilities, placement of the sluice boxes and site preparation for processing of the alluvial gravels. The Company previously established a base camp, a 650m airstrip and road access to the mining area. It is anticipated that commissioning will be staged, with full operational capacity for this circuit to be achieved within 4 to 6 weeks of commissioning.

Indonesia

Derewo Alluvial Gold Project, Papua Province (WWI:50%)

2015 was another challenging and frustrating period for the Company as it continued to work through local challenges associated with establishing an alluvial circuit at Derewo. The Company experienced a number of false starts through outside influences preventing sign-off on security at the site.

In late 2014 West Wits made a fundamental decision to try and move forward at Derewo and through replacing the local partner. Post that decision the Company entered into an agreement with PT Intan Angkasa Aviation ('PTIA') to become the new designated local partner at Derewo.

PTIA was well known to the Company prior to this agreement as it had supplied extensive logistical services and support through the construction of infrastructure at Derewo throughout 2012 and 2013. Indeed PTIA's services facilitated independent access to the site which enabled the construction of the airstrip, road and mess.

Under the agreement PTIA is to facilitate unimpeded access, mining and security to operations at Derewo. On delivering the unimpeded ability for the Company, to enter, exit and safely control the entire alluvial mining area PTIA will receive a milestone payment. PTIA will ultimately be entitled to a 50% economic interest in the alluvial project and a 20% shareholding in PTMQ on completion of the milestone.

In addition to managing the process of delivering access, PTIA has been incurring all costs associated with delivering access. Whilst implementation of safe and stable access has taken longer than PTIA envisaged, it has remained confident in its capacity to deliver a safe site. This commitment has continued to be demonstrated through PTIA meeting all expenditure obligations associated with establishing the site at Derewo, including helicopter expenses, as well as contributing to the costs of PT Madinah Qurrata'ain (PTMQ), the project company for Derewo.

Part of PTIA's implementation strategy was the appointment of Drs Irjen Pol Purn Rudiard M.L. Tampubolon, MM as PTIA's representative to the board of Commissioners for PTMQ. Mr Rudiard M.L. Tampubolon is now PTMQ's liaison for dealing with each of the various law enforcement forces present in Papua Province. Mr Rudiard M.L. Tampubolon has recently retired as Chief Police Inspector, General of Police for Indonesia and has been critical in unlocking some of the impasse's that the Company was experiencing with regards to various stakeholders involved at the Derewo site.

Management continue to remain cautiously optimistic access will be achieved at Derewo and an alluvial operation will be established. This is reflective in the fact that PTMQ employees have been present on site for the last three weeks preparing it for the establishment of the alluvial circuit. This preparation has included delivery supplies, fuel and provisions, establishment of communications, servicing of heavy equipment and minor work on the airstrip and access road. This preparation will allow the Company to implement the establishment of the circuit quickly once security and safe access to the alluvial site has been achieved.

Exploration, Papua Province (WWI:80%)

Exploration plans continue to be held in abeyance pending commissioning of the alluvial circuit.

On establishment of an alluvial circuit and generation of cashflow management will begin to reassess its initial exploration programs which were designed the previous year.

Figure 1. Highlight of demagnetised target zones

The program(s) were designed to evaluate Wopogi and Sena which are highlighted in Figure 1 and present as de- magnetised zones. It is envisaged an initial sampling program of approx. 300-500 samples would be implemented to confirm the anomalism established through the Freeport datasets in the Wopogi area and to map the basic geological units and alteration types encountered. This sample program will include creek traverses, rock chips, stream sediment and soil and sampling and will be completed on North-South traverses across Wopogi.

South Africa

The key challenge for the 2015 financial year was to have the Prospecting Right restored for the DRD Lease and Rand Leases, collectively known as the Soweto Cluster.

In April 2015 West Wits received confirmation from the Department of Mineral Resources ('DMR') that its application for the renewal of the Prospecting Right was approved for a further three years. After a long process the Company is again in control of developing the Soweto Cluster. The Company had made significant investment in the Soweto Cluster and has announced targets that it had identified but is yet to investigate. It is the overall potential prospectivity of the Soweto Cluster which underpinned the Company's determination to have its Prospecting Right renewed.

Desktop Review

The technical team has identified a number of prospective areas which it now intends to investigate. These targets form a mixture of short term toll treating opportunities to generate early stage cashflow through to further exploration targets based on assessments of the historic data of mining operations completed on the leases.

West Wits' areas of interest cover surface and shallow targets. The technical investigation focussed on:

• An assessment of remnant pillars and payshoots above the water level which exist within the historic mine infrastructure and remains on both leases;

• The mill sites in the King, Raptor and Harrier targets.

• Comparison of defined resources with previous estimates;

• Identification of future steps that will facilitate the definition of resources under the JORC code.

Figure 2 - identified targets areas based on recent assessment

The target areas identified contain the Main Reef, Main Reef Leader, South Reef, Bird Reefs and Kimberley Reefs. The exploration programme is focused on open cast prospects, with shallow underground resources being defined for the Bird and Kimberley reefs. These shallow underground targets had been previously defined at the Raptor and Marquise Targets and highlighted in figure 2.

Through the desktop review of all targets the Company was able to generate a new Exploration Target under JORC 2012 for the Soweto Cluster. As part of that review the Company also released a historical estimate that was generated by the previous lease holder DRD Gold Limited in 2000.

Exploration Target & Historical Estimate

The Exploration Target includes the top 400m zone below surface which is considered potentially viable for exploitation from open pit and or shallow underground mining.

Table 1: Consolidated Exploration Target for the Soweto Cluster
Category	Tonnes Millions	Grade g/t	Ounces Au
Low range Upper Range	9 15	3.5 4.5	1,000,000 2,200,000

Table 1: The consolidated Exploration Target is stated above as ranges of approximations of tonnes and grades. Number differences may occur due to rounding errors. The potential quantity and grade is conceptual in nature, there has been insufficient exploration and evaluation of the historical information to estimate a Mineral Resource. It is uncertain if further exploration will result in the estimation of a Mineral Resource.

This Exploration Target was based on the near surface portions of the historical estimate that had been compiled by DRD Gold Limited and released in its annual report to the ASX in 2000:

Category	Tonnes Millions	Grade g/t	Ounces Au
Measured	27.1	5.03	4,380,000
Indicated	29.4	3.88	3,670,000
Inferred	31.4	4.72	4,770,000
Total	87.9	4.6	12,820,000

Table 2. Historical Mineral Resource Estimate for the Company's Soweto Cluster Project (ASX: 28/8/15).

The supporting material concerning the above historical estimate provided in the announcement of 28 August 2015 continues to apply and has not materially changed. The historical estimate is not reported in accordance with the JORC Code (2012). At this point a Competent Person has not done sufficient work to classify this historical estimate under the JORC Code (2012).

The historical estimate above was calculated by reference to areas extending from surface to over 3000m depth. The Exploration Target includes unmined areas and underground pillars and includes only the top 400m below surface.

Previous Mining History of the Soweto Cluster

The Soweto Cluster comprises two historic mining centres known as the Durban Deeps and the Rand Leases on the Northern Edge of the Witwatersrand Basin in the Central Rand Goldfields immediately west of the city of Johannesburg (Figure 3). Mining has been taking place within these areas since discovery of the goldfields in 1896. During that time up to six different gold bearing conglomerate horizons have been mined from surface down to a depth of 3100 metres and total production for the combined Durban Deeps and Rand Leases area was over 30 million ounces of gold at a grade in excess of 5g/t Au (ASX: West Wits Mining Limited prospectus 15/Nov/2007). Mining operations from all sites within the Durban Deeps lease and the Rand Lease had ceased by June 2000. WWI acquired the project in 2007.

Figure 3. Location main auriferous lodes within the Soweto Cluster. The white boundary marks the extent of the WWI tenements in the area.

The significant past production (>30m ozs Au) from the lease area from over 100 years of production and the fact that the estimate was reported under a previous version of the JORC Code using identical resource categories lends further support to the declaration of this Exploration Target.

Next Steps

The Company is committed to a full technical evaluation of the project area, this work will include;

• Evaluation of water level in the underground workings

• Documentation of all existing mine openings

• Review of historic plans at the close of mining

• Limited drilling to test relatively shallow (

• Review of sampling methodology and QAQC results for underground sampling

• Reconciliation review between underground grades and tonnes and those achieved through the process plant

Assessment Criteria and Geostatistical Methods used in Creation of Historic Mineral Resource Estimates as applied to the six individual reefs and applied to the Consolidated Exploration Target.

1. Each orebody was separated into domains based on geological characteristics that have been developed across the 100 year history of mining on the Witwatersrand

2. On reef development was sampled on a 3 X 3 metre grid. Stopes were sampled during mining on a 6 X 6 metre grid

3. Sampling techniques consisted of manually collected channel samples averaging 1.5kg coupled with broken ore sampling and conveyor belt sampling prior to delivery to plant

4. Underground samples were routinely assayed for gold by fire assay using 25g charges and then applying a local standard developed across the history of mining in the area to discount for silver. 10% of a samples were re-assayed to check to accuracy after parting using a nitric acid solution to check and account for the silver content

5. Stockpile and conveyor samples are assayed by 50g fire assays after nitric acid treatment

6. Standards and blanks were routinely used throughout the procedure at an unknown frequency

7. Resource Estimation was completed using Ordinary Kriging within the clearly defined geologic domains

8. Measured, Indicated and Inferred categories were assessed based on data distribution and estimated in blocks of 10x10m, 30X30m and 50x50m respectively.

Corporate

Post balance date, the Company announced a non-renounceable 1 for 4 pro rata rights issue offer to shareholders to raise approx. $1.1 million which was fully underwritten. The new capital will allow West Wits to continue recent positive progress made in both South Africa and Indonesia.

Under the rights issue 1 new fully paid ordinary share will be offered for every four shares held at the record date, at an issue price of 1.4 cents ($0.14) per new share. The rights issue is underwritten by Far East Capital Limited [ACN 068 838 193] [AFSL 253003].

The rights issue will raise approximately $1.109 million before costs by the issue of 79,240,674 new shares.

Directors' Report

The Directors present their report on the economic entity consisting of West Wits Mining Limited and the entities it controlled for the year ended 30 June 2015.

DIRECTORS

The names and details of the Company's Directors in office during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

Michael Quinert Executive Chairman

Vincent Savage Executive Director

Hulme Scholes Non- Executive Director

Daniel Pretorius Non- Executive Director

INFORMATION ON DIRECTORS

Michael Quinert - Executive Chairman

Appointed to the Board - 13 April 2007

Last Elected by Shareholders - 22 November 2012

Experience - BEco LLB

Mr Quinert graduated with degrees in economics and law from Monash University and has over 29 years experience as a commercial lawyer, including three years with the Australian Securities Exchange Limited and over 21 years as a partner in a Melbourne law firm. He has extensive experience in assisting and advising public companies on capital raising and market compliance issues and has regularly advised publicly listed mining companies including Eleckra Mines Limited and Argo Exploration Limited.

Interest in Shares and Options 1 - 12,404,541 shares and 5,000,000 options

Special Responsibilities - Member of Audit, Risk & Compliance Committee and Remuneration &

Nomination Committees

Directorships held in other listed entities - Healthlinx Limited since September 2013 (ASX: HTX)

Hulme Scholes - Independent Non - Executive Director

Appointed to the Board - 22 March 2011

Last Elected by Shareholders - 26 November 2013

Experience - Mr Scholes graduated with a BA Law and LLB degree from the University of the Witwatersrand and is an admitted attorney of the High Court of South Africa. Mr Scholes specialises in mining and mineral law, has practised exclusively in the field for 20 years and is regarded as one of South Africa's experts within mining law. He was a partner of Werksman Attorneys based in Johannesburg from 1999 to 2008 and is currently a senior partner at Malan Scholes Attorneys. He started his professional career as a learner official for Harmony Gold Mining Co. Limited in the 1980's which provides him with a unique blend of experience.

Interest in Shares and Options 1 - 250,000 options

Special Responsibilities - Nil

Directorships held in other listed entities - Aquarius Platinum Limited's operating South African subsidiary, Aquarius

Platinum South Africa (Proprietary) Limited since 2004 (ASX: AQP)

Randgold and Exploration Company Limited (JSE Listing) since 19 February 2010 (JSE: RNG).

Daniel (Niel) Pretorius - Independent Non-Executive Director

Appointed to the Board - 1 August 2007

Last Elected by Shareholders - 22 November 2012

Experience - BProc, LL.B

Mr Pretorius was appointed Group Legal Council for DRDGold Limited (DRDGold) in 2003 and Chief Executive Officer of DRDGold Ltd in January 2009. He has over 15 years experience in the mining industry. Mr Pretorius has been present through the re-focus of DRDGold's strategic plan back towards their core South African operations. Since this re- focus, Niel has seen significant increases in resources at DRDGold's East Rand Refinery Mines Limited's (ERPM) operations, further granted prospecting rights at their ERPM operations, encouraged uranium exploratory results at the Blyvoor mine, improved efficiencies at their Crown Gold Recoveries surface retreatment operation and implemented two strategic joint ventures with ASX-listed Mintails Limited.

Interest in Shares and Options 1 - Nil

Special Responsibilities - Nil

Directorships held in other listed entities - DRDGold Limited since January 2009 (JSE:DRDD).

Vincent Savage - Executive Director

Appointed to the Board - 12 October 2011

Last Elected by Shareholders - 26 November 2013

Experience - Mr Savage has over 36 years experience in the building and mining industries, coupled with 21 years working within the insolvency and business advisory sectors. Mr Savage's experience has seen him lead company reconstructions, refinancing and development projects for mining clients throughout Australia and Internationally. Over the last three years Mr Savage has been intimately involved in all governmental and regulatory issues involving the Derewo River Gold Project as well as working closely with the Company's local Indonesian partners.

Interest in Shares and Options 1 - 9,002,318 shares and 15,000,000 options

Special Responsibilities - Chair of Audit, Risk & Compliance and Remuneration & Nomination

Committees

Directorships held in other listed entities - Savcor Group Limited since March 2015 (ASX: SAV)

1The relevant interest of each Director in the shares or options over shares issued by the companies within the economic entity and other related body corporate as notified by the Directors to the Australian Securities Exchange in accordance with s 205G(1) of the Corporations Act 2001, as at the date of this report.