prospectus subscription as outlined in section 1.3 of this prospectus. this document is important...

A.C.N. 146 239 858

Prospectus for the issue of 25,000,000 Shares at an issue price of 20 cents each, together with one attaching Option for every two Shares, to raise a total of $5,000,000 (With provision to accept oversubscriptions of up to a further 10,000,000 Shares, with one attaching Option for every two Shares, to raise up to a further $2,000,000)

Important InformatIonThe Offer pursuant to this Prospectus is conditional on raising the minimum subscription as outlined in Section 1.3 of this Prospectus. This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, you should consult your stockbroker, accountant or other professional adviser. The Shares offered under this Prospectus should be considered speculative. The Offer is not underwritten.

P r O S P e C T u S

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Directors Mr. Graeme Allan (Non executive Chairman)

Mr. Shane Casley (Non executive Director)

Mr. Anthony Karam (Non executive Director)

Mr. Carlos Popal (Non executive Director)

Mr. Daryl Smith (Non executive Director)

Principal Office309 Pier Street

Perth WA 6000

PO Box 8176 PBC

Perth WA 6849

Ph: (08) 9200 4968

Fx: (08) 9200 4979

Company SecretaryMr. robert Marusco

Registered OfficeLevel 2 Spectrum 100 railway rd

Subiaco WA 6008

Ph: (08) 9367 8133

Fx: (08) 9367 8812

Independent GeologistMalcolm Castle

PO Box 473

South Perth WA 6951

auditorsrSM Bird Cameron Partners

8 St Georges Terrace

Perth WA 6000

Investigating accountantsrSM Bird Cameron Corporate Pty Ltd

8 St Georges Terrace

Perth WA 6000

Corporate ServicesAdviser Business Services Group Pty Ltd

309 Pier Street

Perth WA 6000

Ph: (08) 9200 4960

Fx: (08) 9200 4977

Solicitors report on mining tenementsPrice Sierakowski Corporate

Level 24, St Martin’s Tower

44 St Georges Tce

Perth WA 6000

Ph: (08) 6211 5000

Fx: (08) 6211 5055

Solicitors to the CompanyBennett + Co

Level 10, BGC Centre

28 The esplanade

Perth WA 6000

Ph: (08) 6316 2200

Fx: (08) 6316 2211

Stock Exchange It is proposed that the Company’s Shares and options will

be quoted on the official list of the ASX, the home branch

being Perth.

Share registrySecurity Transfer registrars Pty Ltd

770 Canning Highway

Applecross WA 6953

Ph: (08) 9315 2333

Fx: (08) 9315 2233

COrPOrATe DIreCTOrY

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W A L L A M I N e S L T D P r O S P e C T u S 2 0 1 1

CONTeNTSCorporate Directory ..................................................................................................................................... Inside Cover

Important Notice .............................................................................................................................................................2

Key Offer Details ...........................................................................................................................................................4

Project Location ..............................................................................................................................................................5

Investment Highlights & risks ........................................................................................................................................6

Chairman’s Letter ...........................................................................................................................................................8

Section 1 Details of the Offer ...........................................................................................................................................9

Section 2 Company Overview and Projects ..................................................................................................................14

Section 3 Market Overview ............................................................................................................................................19

Section 4 Directors and Officers ....................................................................................................................................22

Section 5 Independent Geologist’s report ....................................................................................................................25

Section 6 Investigating Accountant’s report .................................................................................................................66

Section 7 Solicitor’s report on Mining Tenements .........................................................................................................80

Section 8 risk Factors ...................................................................................................................................................97

Section 9 Corporate Governance ................................................................................................................................102

Section 10 Additional Information ................................................................................................................................106

Section 11 Glossary .....................................................................................................................................................113

Section 12 Directors’ Authorisation ..............................................................................................................................115

Application Form ........................................................................................................................................................119

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IMPOrTANT NOTICe

DAte AnD eXpiryThis Prospectus is dated 29 July 2011 and was lodged with the Australian Securities and Investment Commission

(ASiC) on that date. neither ASiC nor ASX nor their respective officers take any responsibility for the contents of this

Prospectus or the merits of the investment to which the Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than the expiry date of the Prospectus being the date

that is 13 months after the date of this Prospectus.

AppliCAtiOn fOr ASX liStingApplication will be made to ASX within seven (7) days after the date of this prospectus for Official Quotation of the

Shares and Options to be issued pursuant to this Prospectus.

HOW TO APPLYApplications can only be made by completing and lodging the Application Form accompanying this Prospectus

completed in accordance with the instructions set out on the Application Form. Details of how to apply and where to

send the completed Application Form are set out in Section 1.10

eXpOSure periODIn accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of seven (7)

days from the date of lodgement with ASIC. This period may be extended by ASIC for a further period of seven (7)

days. The purpose of the exposure period is to enable this Prospectus to be examined by market participants prior to

the raising of funds. if this prospectus is found to be deficient, any Application forms received during the exposure

period will be dealt with in accordance with section 724 of the Corporations Act. Application Forms received prior to the

expiration of the exposure period will not be processed until after the exposure period. All Application Forms received

during the exposure period will be treated as if they were received simultaneously on the Opening Date.

eLeCTrONIC PrOSPeCTuSThis Prospectus and the Application Form are available in paper and electronic formats. The electronic version of the

Prospectus can be found on the Company’s internet website at www.wallamines.com.au.

FOreIGN JurISDICTIONSThis Prospectus does not constitute an offer in any place in which, or to any persons to whom, it would not be lawful

to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be

restricted by law and any person who comes into possession of this Prospectus should seek advice and observe any

such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

PrIvACY DISCLOSureThe Company collects information about each Applicant provided on an Application Form for the purposes of

processing the Application and if the Application is successful, to administer the Applicant’s shareholding in the

Company. refer to Section 1.19 for details.

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DeFINeD TerMS, CurreNCY AND TIMeCertain terms and abbreviations used in this prospectus have defined meanings that are explained in the glossary.

All amounts are stated in Australian dollars unless otherwise stipulated and all references to time refer to Western

Australian Standard time unless otherwise indicated.

MAtterS reQuiring COnSiDerAtiOn by prOSpeCtive inveStOrSNo person is authorised to give any information or to make any representation in connection with the Offer that is not

contained in this Prospectus. Any information or representation not so contained may not be relied on as having been

authorised in connection with the Offer.

SPeCuLATIve INveSTMeNTPotential investors should read this Prospectus in its entirety before making an investment decision.

Shares offered by this Prospectus should be considered speculative. Potential investors should consider the risk

factors that may affect the financial performance of the Company. A summary of these factors is contained in Section 8.

Potential investors should consider carefully these factors in the light of the potential investor’s personal circumstances

(including financial and taxation issues) and seek professional advice from an accountant, stockbroker, lawyer or other

professional adviser before deciding whether to invest.

APPLICATIONSThe Company reserves the right to refuse any Application, including an Application from a person where the Company

has reason to believe that when the person was given the Application Form he was not provided with a complete and

unaltered copy of this Prospectus and any relevant supplementary or replacement Prospectus. If you have received

an Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will

send you, free of charge, either a printed or electronic version of this Prospectus.

The Corporations Act prohibits any person passing an Application Form on to another person unless it is attached to a

hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus.

PHOTOGrAPHS AND DIAGrAMSAny assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.

JOrC CODe COMPeTeNT PerSON STATeMeNTThe information in this Prospectus and the Independent Geologist’s report which has been included in Section 5 of

this Prospectus, that relates to exploration results and mineral resources, is based on information compiled by Malcolm

Castle, who is a Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM).

Malcom Castle has sufficient experience relevant to the style of mineralisation and type of deposit under consideration

and to the activity which he is undertaking to qualify as a Competent person as defined in the JOrC Code. Malcom

Castle consents to the inclusion in this Prospectus of the matters based on his information in the form and context in

which it appears. Malcolm Castle has not withdrawn his consent prior to the lodgement of this Prospectus with the

ASIC.

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KeY OFFer DeTAILS

INDICATIve TIMeTABLeDate of Prospectus 29 July 2011

Opening Date 5 August 2011

Closing Date 28 September 2011

Shares expected to be Allotted 5 October 2011

Holding Statements expected to be Dispatched 10 October 2011

trading of Shares on ASX expected to Commence 17 October 2011

The above dates are indicative only. The Directors reserve the right to extend the Offer or close the Offer early without

prior notice, which may have a consequential effect on other dates.

SuMMArY OF OFFeroffer price 20 cents per Share with one attaching option for every two Shares

Number of Securities to be allotted under the Offer

Minimum Subscription Full Subscription With Over Subscriptions

Shares 15,000,000 25,000,000 35,000,000

Options 7,500,000 12,500,000 17,500,000

Capital raised under Offer $3,000,000 $5,000,000 $7,000,000

Total Securities on completion of Offer

Shares 48,750,000 58,750,000 68,750,000

Options 24,750,000 29,750,000 34,750,000

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PrOJeCT LOCATIONThe various exploration projects are located within several Australian States and Territories.

prOJeCtS lOCAteD in QueenSlAnD:Mary valley Project (14 kms southwest of the Gympie Township);

Bundaberg Project (57 kms east of Bundaberg);

Moonford Project (15 kms north west of Moonford);

Yellow Jack Project (215 kms west of Townsville).

PrOJeCTS LOCATeD IN THe NOrTHerN TerrITOrY:West McArthur Project (850 kms south east of Darwin)

Mt Hardy Project (300 kms north west of Alice Springs)

PrOJeCT LOCATeD IN NeW SOuTH WALeS:Moss vale Project (160 kms south west of Sydney).

1 ePM 17672 and ePM 17685 are currently subject to renewal applications.

2 The Moss vale Bauxite Project Tenement is due to expire on 1 December 2011. The Tenement holder intends to

lodge a renewal application in due course.

For further details please refer to the Solicitor’s report on Mining Tenements included in Section 7 of this Prospectus,

and the risk factors set out in Section 8.3.7 of this Prospectus.

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INveSTMeNT HIGHLIGHTS Walla Mines Ltd (“Walla Mines” or the “Company”) is an exploration company with the right to acquire seven (7) projects

located in Queensland, northern territory and new South Wales. Walla Mines is primarily exploring for manganese with

interests in gold, copper, iron and bauxite.

• A total of 31,477 tonnes of ore was previously mined from the Mary valley project (within the 3 exploration permit

Mineral areas) with the manganese grade ranging from 42% to 51% Mn.

• One lease in the Mary valley project also contains 21 gold (Au) prospects and historical mines which have high

grade surface gold and drill assays. This area forms part of the highly productive Gympie Gold Fields.

• Historical assays have also indicated that the silica, iron and phosphate levels are all within the direct shipping ore

parameters that further confirm the economic potential of the Mary valley project.

• the West McArthur project hosts extensive electro-magnetic (eM) drill targets. 10 eM drill targets - which total 135

km2 total area - that are believed to host manganese mineralisation based on potential high grade manganese

assays overlying electro-magnetic anomalies.

• the bundaberg project has small scale historic manganese production with some highly encouraging manganese

assay results reflected from surface outcrops. they vary from 33% to 48.8% Mn.

• the Moonford project includes about 17.64km2 of favourable iron bearing geology within the area. Previous

exploration drilling highlights mineralisation ranging from 43% to 57.6% Iron Oxide (Fe2O3) near surface.

• the yellow Jack project has a JOrC-compliant inferred Mineral resource down to 50 metres vertical depth of

855,000t @ 1.41 g/t Au (40,200 ounces). This resource was estimated by Odessa resources Pty Ltd in July 2009.

• the yellow Jack project has significant historic gold drilling results with recoveries ranging from 65% to nearly

100%. Drill intersections included 13m @ 3.43 g/t Au and 9m @ 2.01 g/t Au in the first two phases of drilling.

• the Mt Hardy project hosts 10 prospects/mined areas with high grade copper mineralisation from surface (up to

25.2%). Historical drill intersections include: 4.9m @ 1.96% Cu, 4.9m @ 2.80% Cu and 3.7m @ 1.90% Cu.

INveSTMeNT rISKSPotential investors must be aware of the various risks and the speculative nature of mineral exploration. These risks are

detailed in section 8 and Walla Mines urge you to read these carefully.

Furthermore, potential investors should consider carefully these factors in the light of the potential investor’s personal

circumstances (including financial and taxation issues) and seek professional advice from an accountant, stockbroker,

lawyer or other professional adviser before deciding whether to invest.

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CHAIrMAN’S LeTTerDear Investor,

On behalf of the Directors of Walla Mines Limited (“Walla Mines” or the “Company”) I am pleased to invite you to

become a Shareholder in the Company.

Walla Mines has the right to acquire a substantial number of Tenements (respectively prospective for manganese,

gold, copper, iron ore and bauxite) located in Queensland, the northern territory and new South Wales.

the diversified portfolio includes various target minerals which are currently in demand and fetching historically high

prices on today’s world markets.

Manganese is the principally targeted commodity with the Company’s Mary valley, West McArthur and Bundaberg

projects predominantly focused on this mineral. Mary valley also contains numerous historical gold prospects which

complement the Company’s Yellow Jack Gold Project.

The portfolio also includes exploration interests in bauxite and copper, with the Moss vale Bauxite Project in New South

Wales and the Mt Hardy Copper Project in the Northern Territory.

The Company will bring an integrated approach and a fresh exploration viewpoint to these prospective projects.

Starting with manganese, being our principal target commodity, the Company will focus our efforts to enhance and

exploit the value of all projects.

The consolidated tenement area of Walla Mines has been subject to limited exploration. Successful exploration

programs (respectively for manganese, gold, bauxite, iron ore and copper) across the spectrum of the tenements will

augment the value of those tenements.

recent and historical work has defined a number of identifiable targets that could potentially host economic

mineralisation. Walla Mines plans to utilise a significant part of the funds raised to instigate a unified and systematic

approach to structural geology, geophysics and geochemistry. This, when added to our existing knowledge could lead

to significant resource discovery.

The Board of Walla Mines and its professional advisers have demonstrable commercial experience and “hands on”

technical knowledge. The Board will look to implement an aggressive exploration program, whilst maintaining cost

efficiencies derived from modest administration overheads and the prudent management of cash reserves.

The Company will be actively reviewing and assessing other projects as they may be presented to, or sourced by the

Board and its advisers.

The Directors believe the Company has acquired the right to tenements with strong potential, however all investors

should keep in mind the very speculative nature of mineral exploration and mining.

Please study this document carefully and seek professional advice, as required, to make an informed decision.

On behalf of the Directors, I commend this Offer to you and look forward to welcoming you as a Shareholder in the

Company.

Yours faithfully

mr. Graeme allanChairman

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SECtIon 1 DeTAILS OF THe OFFer

1.1 IMPOrTANT NOTICeThis section provides a summary of information in relation to the Offer. This Section does not contain full details in

relation to the Company or the Offer. Applicants should read this Prospectus in its entirety before making a decision to

apply for Shares and attaching Options offered under this Prospectus.

1.2 OFFerThis Prospectus invites investors to apply for a total of 25,000,000 Shares, together with one attaching Option for every

two Shares, at an issue price of 20 cents each to raise $5,000,000 before expenses of the Offer.

The Shares subject to the Offer and will rank pari passu with the existing Shares on issue. The Options will be exercisable

at 20 cents each on or before 30 November 2015. The terms and conditions of issue for the Shares and Options are

outlined in Section 10.9.

The Company may accept oversubscriptions of up to a further $2,000,000 through the issue of a further 10,000,000

Shares with attaching Options, at an issue price of 20 cents each. The maximum amount that may be raised under this

Prospectus is therefore $7,000,000.

1.3 MINIMuM SuBSCrIPTION AMOuNTThe minimum subscription pursuant to the Offer is 15,000,000 Shares with attaching Options at an issue price of 20

cents each to raise $3,000,000.

Should only the minimum amount be raised, the ability of the Company to meet all of the expenditure conditions of the

Tenements will not be affected.

In accordance with Section 723 of the Corporations Act, the Company will allot no Shares until the minimum subscription

has been subscribed. Should the minimum subscription not be reached within 4 months after the date of issue of the

Prospectus, the Company will either repay the Application monies to the Applicants or issue a supplementary or

replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application

monies. Interest will not be paid on Application monies refunded.

1.4 OPeNING AND CLOSING DATeS The Opening Date for acceptances of the Offer will be upon expiry of the exposure period required by the Corporations

Act. under the proposed timetable this is 5 August 2011. The Closing Date for the Offer is 28 September 2011.

These dates are indicative only and the Directors reserve the right, at their discretion, to close the Offer early or extend

the Offer.

1.5 PurPOSe OF THe OFFer AND uSe OF FuNDS the purpose of the Offer is to raise sufficient funds to explore the Company’s projects and to provide ongoing working

capital.

the Directors are of the view that on successful completion of the Offer, the Company will have sufficient working

capital to carry out its objectives as detailed in this Prospectus.

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Use of funds minimum Subscription full Subscription over Subscription

$ $ $

Amount raised by Prospectus 3,000,000 5,000,000 7,000,000

expenses of the issue - (including fees and commissions) refer section 10.10

526,400 628,400 730,600

Payment to vendors – reimbursement of past expenditure on developing tenements

150,000 150,000 150,000

exploration expenses - refer Section 5 1,710,500 2,621,500 3,633,600

Transfer Duty – refer Section 6 150,000 150,000 150,000

Administration expenses – (including ASX and registry fees, salaries, insurance, office expenses) and working capital

297,700 1,284,700 2,170,400

Corporate – (including lawyers, accounting and audit fees, company secretary)

165,400 165,400 165,400

Total Funds Applied 3,000,000 5,000,000 7,000,000

The information set out in the above table is a statement of present intention as at the date of this Prospectus. The exact

quantum of funds expended by the Company on any particular item will be dependent on many factors that cannot be

ascertained with complete accuracy at the date of this Prospectus.

1.6 INDICATIve TIMeTABLeDate of Prospectus 29 July 2011

Opening Date 5 August 2011

Closing Date 28 September 2011

Shares expected to be Allotted 5 October 2011

Holding Statements expected to be Dispatched 10 October 2011

trading of Shares on ASX expected to Commence 17 October 2011

The previous dates are indicative only. The Directors reserve the right to extend the Offer or close the Offer early without

prior notice, which may have a consequential effect on other dates.

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1.7 PrO FOrMA CAPITAL STruCTure OF THe COMPANYShares proposed proposed proposed

Minimum Subscription Full Subscription With Over Subscription

Shares on issue at date of Prospectus 18,750,000 18,750,000 18,750,000

vendor Shares to be issued 15,000,000 15,000,000 15,000,000

Shares to be issued pursuant to the Offer 15,000,000 25,000,000 35,000,000

Total Shares on issue 48,750,000 58,750,000 68,750,000

options proposed proposed proposed

Minimum Subscription Full Subscription With Over Subscription

Options on issue at date of Prospectus 9,750,000 9,750,000 9,750,000

vendor Options to be issued 7,500,000 7,500,000 7,500,000

Options to be issued pursuant to the offer 7,500,000 12,500,000 17,500,000

Total Options on Issue 24,750,000 29,750,000 34,750,000

1.8 INveSTMeNT rISK FACTOrSProspective investors in the Company should be aware that subscribing for Shares and Options under this Prospectus

involves a number of risks. These risks are set out in Section 8 and investors are urged to consider these risks carefully

(and if necessary, consult their professional adviser) before deciding whether to invest in the Company. An investment

in Shares and Options described in this Prospectus should be considered speculative.

1.9 ALLOCATION PrOCeDure AND POLICY All investors should note that the Directors of Walla Mines retain an overriding right to accept any Application in full,

accept an Application for any lesser number of Shares and Options or decline any Application.

Applicants must not assume that the Shares and Options they apply for, or any number of Shares and Options, will

be issued to them in response to their Application. Before dealing in any Shares or Options, Applicants must satisfy

themselves as to their actual holding of Shares and Options.

If any Application is rejected, in whole or in part, the relevant Application Monies will be refunded without interest.

Where the number of Shares and Options issued is less than the number applied for by the Applicant, the surplus

Application Monies will be returned by cheque within 30 days after the Closing Date. Where no Shares or Options are

issued, the Application Monies will be returned in full by cheque within 30 days of the Closing Date. Irrespective of

whether allotment of Shares and Options takes place, any interest earned on the Application Monies will not be paid

to Applicants.

Walla Mines will not process any Application until the expiration of the exposure Period. Shares and Options applied

for under this Prospectus will be allocated as soon as practicable after the Closing Date. Banked Application Monies

will be held in a trust account until Shares and Options are issued. interest on Application Monies will be for the benefit

of the Company and will be retained, irrespective of whether Shares are issued.

No allotment of Shares will be made until the Minimum Subscription for the Offer has been received and permission has

been granted by the ASX for the quotation of the Shares and Options on terms acceptable to the Directors.

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1.10 HOW TO APPLY FOr SHAreS Applications can only be made by completing and lodging the Application Form accompanying this Prospectus.

Completed Application Forms must be received before 5.00 pm on 28 September 2011 (Closing Date of the Offer), or

such later date by which the Closing Date is extended.

The Application Form contains detailed instructions on how they are to be completed.

Applications must be for a minimum of 10,000 Shares for a total of $2,000 and thereafter in multiples of 1,000 Shares.

An Application Form must be accompanied by a cheque in Australian dollars, crossed ‘Not Negotiable’ and made

payable to ‘Walla Mines Ltd Share Offer Account’. Payment for the Shares must be made in full at the Offer price of

$0.20 for each Share.

Applications that do not meet these requirements may be refused at the discretion of the Directors. If an Application

Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by

the Company. The Company’s decision as to whether to accept the Application or how to construe, amend or complete

it, shall be final, but no Applicant will be treated as having offered to subscribe for more Shares than is indicated by the

amount of the cheque for the application monies.

Completed Application Forms and accompanying cheques should be sent to the following address.

Walla Mines Ltd

PO Box 8176 PBC

Perth WA 6849

The Directors may close the Offer at any time after expiry of the exposure Period in accordance with the Corporations

Act. early lodgement of your Application is recommended as the Offer may be closed early.

1.11 grAnting Of OffiCiAl QuOtAtiOn On ASXthe Company will apply to ASX within seven (7) days after the date of this prospectus for Official Quotation of the

Shares and Options offered under this prospectus. if ASX does not grant permission for Official Quotation of the

Shares and Options within three (3) months after the date of this Prospectus, or such longer period as is permitted by

any modification of the Corporations Act that may be granted by ASiC, none of the Shares or Options offered by this

Prospectus will be allotted or issued and the Company will repay all Application Monies received (without interest).

the fact that ASX may grant Official Quotation to the Shares and Options is not to be taken in any way as an indication

of the merits of the Company or the Shares and Options now offered for subscription.

Following the allocation of Shares and Options, successful Applicants will receive a statement that sets out the number

of Shares and Options they have been allocated in the Offer. Statements and any refunds of Application Money in

excess of oversubscriptions will be dispatched by standard post as soon as practicable after the Closing Date.

It is the responsibility of Applicants to determine their allocation before trading in the Shares or Options. Applicants

trading Shares or Options before receiving a statement will do so at their own risk.

Before receipt of a holding statement, details of the Shareholder reference Number (“SrN”) can be obtained by the

successful Applicant’s broker from the Share registry. A processing fee is payable to obtain this information.

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The Company disclaims all liability, whether in negligence or otherwise, to any persons who trade Shares and Options

before receiving their statement of holding.

1.12 CHeSSthe Company will apply to the ASX to participate in the Clearing House electronic Subregister System (CHeSS).

CHeSS is operated by ASX Settlement pty ltd, a wholly owned subsidiary of ASX, in accordance with the listing rules

and the ASX Settlement Operating rules.

under CHeSS, the Company will not issue certificates to investors. the Company will operate an electronic issuer

sponsored sub-register and an electronic CHeSS sub-register. Shareholders will receive a notice advising them of their

holder identification number (Hin) and sponsoring issuer number, participant identifier in the case of a holding on the

CHeSS Subregister, or security holder’s reference number in the case of a holding on the issuer sponsored Subregister,

allowing the Shares and Options to be traded electronically. Following distribution of the original holding statements

and CHeSS notifications to all holders, a holding statement will be provided to a holder at the end of a subsequent

month during which there has been a movement in their respective share or option holding.

1.13 reSTrICTeD SeCurITIeS

pursuant to ASX listing rules, securities issued to founders, promoters, related parties, seed capitalists and vendors

of classified assets (amongst others) have escrow restrictions placed on them. Such securities will be required to be

held in escrow for up to twenty four (24) months and may not be transferred, assigned or otherwise disposed of during

that period.

1.14 JurISDICTION OF OFFer This Prospectus does not, and is not intended to, constitute an offer or invitation to subscribe in any place or jurisdiction,

or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

Laws may restrict the distribution of this Prospectus in jurisdictions outside Australia and New Zealand and persons

who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to

comply with such restrictions may constitute a violation of applicable securities law.

No action has been taken to register or qualify these Shares and Options or otherwise permit a public offering of the

Shares or Options the subject of this Prospectus in any jurisdiction outside Australia and New Zealand.

It is the responsibility of applicants outside Australia and New Zealand to obtain all necessary approvals for the

allotment and issue of Shares and Options pursuant to this Prospectus. The return of a completed Application Form

by Applicants outside Australia and New Zealand will be taken by the Company to constitute a representation and

warranty by the Applicant that all relevant approvals have been obtained and that the Company may lawfully issue the

Shares and Options applied for to the Applicant.

1.15 FINANCIAL INFOrMATIONthe investigating Accountant’s report (refer Section 6 of this prospectus) contains details of financial information in

relation to the Company.

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1.16 COrPOrATe GOverNANCeDetails of the Company’s corporate governance policies are set out in Section 9.

1.17 DIvIDeND POLICY The Directors intend to give priority to maximising the development and growth of the Company and its projects.

Accordingly, the Directors do not anticipate paying a dividend in the forseeable future.

1.18 DIreCTOrS’ INTereSTSDetails of the Directors’ interests in the Company are set out in Section 10.2.

1.19 PrIvACYIf you complete and submit an Application Form, you will be providing personal information to the Company (either

directly or through the Share registry). The Company collects holds and will use that information to assess your

Application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to

you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your

securities in the context of takeovers, regulatory bodies, including the Australian taxation Office, authorised securities

brokers, print service providers, mail houses and the Share registry.

You can access, correct and update the personal information that the Company hold about you. Please contact the

Share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy

Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement rules. you should note

that if you do not provide the information required on the Application Form, the Company may not be able to accept

or process your Application.

1.20 HANDLING FeeThe Offer is not underwritten.

the Company will pay a handling fee of 5% in respect of Applications lodged by any member organisation of ASX, or

the holder of an Australian Financial Services Licence, and accepted by the Company, provided the relevant stamp for

the organisation is on the Application Form.

1.21 enQuirieSIf applicants have any queries about the Offer set out in this Prospectus or how to apply for Shares, they should contact

their stockbroker, accountant or financial adviser.

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SECtIon 2 COMPANY OvervIeW AND PrOJeCTS

2.1 INTrODuCTION Walla Mines Ltd is an exploration company that has been established principally to explore for deposits of manganese

with further interests in gold, copper, iron, and bauxite exploration located within Australia.

the Company will have tenement holdings in Queensland (Qld) the northern territory (nt) and new South Wales

(NSW). While the exploration of this ground is the primary focus, Walla Mines will also be actively seeking additional

prospective projects.

the Company’s manganese target projects are Mary valley, West McArthur and bundaberg all located in Queensland.

These projects hold potential including a large manganese deposit at Mary valley which has historically yielded 19,630

tonnes at a grade of 51% Mn. Manganese has experienced demand in line with China’s demand for steel.

The Mary valley Project also contains 21 gold prospects which complement the Company’s Yellow Jack Project which

is also located in Queensland. yellow Jack has an indicated JOrC resource of 855,000 tonnes at 1.41 grams per

tonne of gold.

Walla Mines also has prospective iron assets located in Queensland at the Moonford project and bauxite assets

located in New South Wales at the Moss vale Project.

The Company’s copper interests lie in the Mt Hardy Project in the Northern Territory. This holding hosts 10 areas of

historically defined copper prospects.

2.2 COMPANY OvervIeWWalla Mines Ltd was incorporated in WA on 8 September 2010 and changed its status to a limited company on 8

March 2011. Since incorporation, the Company has obtained an option to acquire a number of tenements in the Mary

valley, bundaberg, Moonford and yellow Jack regions of Qld, the West McArthur and Mt Hardy regions of the nt and

the Moss vale region of NSW.

2.3 OBJeCTIveSThe Company’s mission is to maximise shareholder returns through the discovery and exploration of potentially

economic mineral deposits.

The key strategies of the Company are:

• to establish and complete structured, aggressive exploration programs using modern and innovative techniques.

• pursue opportunities to discover economically viable mineral deposits in order to create a potential cash-flow to

augment exploration.

• the long term strategy of the Company is:

• Seeking to generate cash flows, through the establishment and commissioning of suitable plant through to

production and then producing consistent sustainable income allowing the Company to continue to acquire and

develop projects that most suit the Company portfolio.

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2.4 OvervIeW OF COMPANY PrOJeCTSThe Tenement’s to be acquired by the Company are set out in the Tenement Schedule below.

tenements Location State Km2 Status Commodity

ePM 17672* Mary valley QlD 169.30 Granted Manganese

ePM 17685* Mary valley QlD 27.77 Granted Manganese & Gold

ePM 17938 Mary valley QlD 12.31 Granted Manganese

ePM 17810 Bundaberg QlD 43.55 Granted Manganese

eL 27117 West McArthur NT 629.84 Granted Manganese

ePM 18596 Moonford QlD 127.40 Granted Iron Ore

ePM 17321 Yellow Jack QlD 139.90 Granted Gold

eL 7425 Moss vale NSW 56.50 Granted Bauxite

eL 27892 Mt Hardy NT 101.76 Granted Copper-gold

totaL arEa 1,308.33 Km2

*Subject to renewal application (refer to Section 2.4.1 and the Solicitor’s report on Mining Tenements included in

Section 7 of this Prospectus)

All of the Tenements have been granted and cover an area in excess of 1,300 km2. The Tenements were selected

because of their quality and potential for manganese, gold, copper, iron and bauxite prospectivity.

Since inception, Walla Mines has constructed a detailed information system of prospective land holdings using

available open-file data. based on research outlined in the data, the Walla Mines tenements demonstrate economic

potential that warrants further systematic exploration.

For further details please refer to the Independent Geologist’s report included in Section 5 of this Prospectus and the

Solicitor’s report on Mining Tenements included in Section 7 of this Prospectus.

2.4.1 MArY vALLeY PrOJeCTThe Mary valley Manganese Project is located approximately 14 road kms southwest of the Gympie Township in

Queensland. the project includes three exploration permits epM17672, epM17685 and epM17938 which cover

209.38 km2.

ePM 17672 and 17685 are currently subject to renewal applications.

the tenement holder lodged an application for renewal of epM 17685 and epM 17672 with the Queensland Department

of employment, economic Development and Innovation (DeeDI) on 6 June 2011. It must be emphasised that as at the

date of this Prospectus these applications for renewal have not been approved by DeeDI.

Although ePM’s 17685 and 17672 have not been renewed, the Tenement holder can expend money and conduct

exploration activities on these ePM’s pursuant to the terms of their grant. The rights, entitlements and obligations of the

Tenement holder are unaffected by the status of the renewal application, until the application is withdrawn, refused or

granted.

DeeDI’s determination of the renewal applications can typically take up to 6 months and there is no guarantee that the

renewal applications will be successful.

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Section 139 of the QlD resources Act requires that unless the Minister otherwise decides, the area of an epM must

be reduced by 50% at the end of the first two years after its grant, and by 50% of the remainder at the end of each

subsequent year.

the tenement holder has received a letter from the DeeDi requiring the relinquishment of 4 sub-blocks of epM 17685.

On 14 June 2011, the Tenement holder requested DeeDI to withdraw this relinquishment. There can be no guarantee

that DeeDI will agree to the Tenement holder’s request.

To date the Tenement holder has not received a formal relinquishment notice from DeeDI for ePM 17672. However,

given the terms of section 139 of the QlD resources Act, it is likely that DeeDi will require a 50% relinquishment

in the number of sub-blocks held. if this occurs, the tenement holder intends to request DeeDi to withdraw this

relinquishment. There can be no guarantee that DeeDI will agree to the Tenement holder’s request.

For further details please refer to the Solicitor’s report on Mining Tenements included in Section 7 of this Prospectus.

The permits are easily accessible from the Brooloo road (via the Gympie Township) and are only 165 rail kms from the

port of Brisbane.

The largest historical mine on the Tenements was at the Amamoor No.1 Manganese Deposit. The mine opened in 1920

and operated until 1960.

Tenement ePM 17685 also contains 21 gold prospects and is part of the Gympie Gold Fields that comprise over 70

individual gold prospects and mines.

In 1998, the Gympie eldorado Gold Mine completed 13 reverse Circulation (rC) drill holes totalling 727.5m over

the Devils Mountain Gold Prospect. The drill assays results indicated narrow zones with ore grade gold often within

broader haloes containing lower gold grade. Drill intersections considered significant (above 1g/t Au) varied from 1m

to 2m width at 1g/t Au to 23.1g/t Au.

2.4.2 BuNDABerG PrOJeCTThe Bundaberg Manganese Project is located approximately 12 road kms north of Gin Gin and 57 road kilometres west

from bundaberg township in Queensland. the project comprises one exploration permit (epM17810) that covers an

approximate area of 43.55 km2. It is easily accessed from the Bruce Highway from Bundaberg.

The nearest bulk handing shipping port from the Bundaberg Project is located at Gladstone, located in the south

approximately 218 rail kms from the ePM area and 46.7 kms from the port of Bundaberg.

The Bundaberg Project has small scale historic manganese production with some highly encouraging manganese

assays results from surface outcrops. They vary from 33% to 48.8% Mn.

2.4.3 WeST MCArTHur PrOJeCTThe West McArthur project is located about 850kms south east of Darwin (in the NT) and 450kms north west of Mount

isa in Queensland. the project comprises one exploration licence (el27117) that covers a total area of 629.8 km2 and

is easily accessed from the Carpentaria Highway. The project is 265 kms by road from the working port at McArthur

river and 210 kms from the Borroloola Township.

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Geophysical surveys completed by previous exploration efforts included:

• induced polarisation (ip) over the thor prospect by Carpentaria exploration Company pty ltd in 1980.

• Airborne electromagnetic (AeM) survey over the entire tenement area and surrounds by bHp Minerals ltd in

1991.

recently, Walla Mines reprocessed aerial eM survey data over the project. this work identified 10 eM drill targets that

the Company intends to target with an exploratory drill program.

2.4.4 MOONFOrD PrOJeCTthe Moonford project is located roughly 15 km north-west of Moonford in Queensland. the project comprises one

exploration Mineral Permit (ePM18596) that covers a total area of 127.4 km2. The project is approximately 13 kms from

Monto township rail-line, and is 133 rail kms from the port of gladstone. it is 196 road kms west of bundaberg.

The Moonford Iron project includes approximately 17.64 km2 of favourable iron bearing lithology (evergreen Formation

– Oolitic ironstone) within the ePM area. Previous exploration drilling highlights mineralisation ranging from 43 to 57.6%

Iron Oxide (Fe2O3) from 2m – 5m in depth.

Iron ore mineralisation is concealed between 2m and 5m of clay and is associated within the evergreen Formation

consisting of siltstone, mudstone and sandstone.

2.4.5 YeLLOW JACK PrOJeCTthe yellow Jack project is located about 215km west of townsville in north Queensland. the project comprises one

exploration Mineral Permit (ePM 17321) that covers a total area of 139.9km2.

gold values occur in a zone 30-40m wide; within this, higher grade lodes (above 1 g/t Au) are up to 5m thick, with an

aggregate thickness of about 20m.

During 1996, a further 40 rC holes were completed with drill intersections including 13m @ 3.43 g/t Au and 9m @ 2.01

g/t Au in the first two phases of drilling.

During 1996 and 1997 Whim Creek Consolidated nl completed a significant amount of rotary air blast (rAb) drilling.

They also completed a 40 hole rC program totalling 3200m at the Yellow Jack prospect as follow up to anomalous Au

intersections from previous rAB and Air Core drilling.

in 2009, Odessa resources pty ltd was contracted to review and re-estimate the historical drill data and generate a

JOrC-compliant resource. A total of 40 reverse circulation (rC) holes totalling 3,200m were completed on the yellow

Jack prospect.

A JOrC compliant Inferred Mineral resource of 855,050 tonnes grading 1.41g/t Au for 40,228 ounces resulted from

this work.

2.4.6 MOSS vALe PrOJeCTThe Moss vale project is located approximately 170kms from Sydney in NSW. The project comprises one exploration

Licence (eL 7425) that covers a total area of 56.5 km2. eL 7425 is due to expire on 1 December 2011. The Tenement

holder intends to lodge a renewal application in due course.

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bauxite deposits occur within the tenement area. these deposits range in soluble alumina content from 36% - 43%. they

also typically have low silica contents (<6.4%) which are considered desirable for economic alumina production.

Previous exploration has exposed highly anomalous manganese stream sediment samples though the Project. These

anomalies have not been followed-up effectively and no systematic exploration has been conducted to delineate any

further sub-cropping manganese or deeper mineralised zones on the project. Accordingly, these promising indications

and lack of in-depth analysis suggest the area has great potential for numerous targets.

2.4.7 MT HArDY PrOJeCTThe project comprises one exploration Licence (eL 27892) that covers a total area of 101.76 km2.

The copper deposits at the Mt Hardy copper mine were discovered in 1935 with mineralisation reported within quartz

reefs and veins. Significant copper mineralisation may also be contained within gneisses adjacent to these veins. the

average width of the mineralised veins from surface is about one metre (max of 30m) with an average length of 100m.

In 1967, the Mines Branch of the NT Administration completed 7 diamond holes, totalling 504.75m.

The style of mineralisation at this stage indicates that medium tonnage with moderate grade may exist within these

zones. In 1990, White Mining Services Pty Ltd conducted limited rock chip sampling over the historical Brown Mine

and Mt Hardy mine areas (located within the Mt Hardy project) targeting the quartz-pegmatite veins. they contained

significant mineralisation with samples assaying up to 20.5% copper, 17.8% lead, 1.52% zinc, 2.66 g/t gold and 170

g/t silver.

2.5 eXplOrAtiOn buDgetthe first year exploration budget is expected to total $935,500. the exploration programs conducted by the Company

will be result driven and focused on geologically favourable targets. However, it should be acknowledged that all

exploration budgets are subject to change. This is due to the potential of proposed programs providing encouraging,

and/or disappointing findings, and/or new opportunities being identified elsewhere.

2.6 COMPANY KeY INveSTMeNT DeCISIONSWalla Mines’ goal is to become an integral part of the renewed expansion occurring within the manganese exploration

industry of Australia. The projects have been carefully selected with respect to established geological models primarily

for manganese (and other economically viable minerals such as gold, copper and bauxite) mineralisation. Accordingly,

the projects provide the Company with a range of targets and risk profiles.

Walla Mines is committed to the principle of sustainable development and performing our role in the wider global

strategy.

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SECtIon 3 MArKeT OvervIeW

3.1 MANGANeSe OvervIeWManganese is the 12th most abundant element in the earth’s crust. Its abundance is estimated to be 0.085 to 0.10

percent.

up to 90% of all manganese produced is made into steel alloys. An alloy is made by melting and mixing two or more

metals. the addition of manganese to steel makes the final product hard, as well as resistant to corrosion (rusting) and

mechanical shock.

The most common alloys of manganese are high carbon ferromanganese (HC FeMn) and silicomanganese (SiMn)

which are used in most steel production and its associated applications. The majority of the manganese used in the

world goes into the manufacture of these 2 alloys.

3.1.1 MANGANeSe IN AuSTrALIAAustralia has 13% of the world’s economic Demonstrated resources (eDr) of manganese ore and is ranked fourth

behind ukraine, South Africa and China. Australia produces 14% of the world’s manganese ore and is ranked second

behind China. In 2009 Australia’s eDr of manganese ore remained steady at 181Mt.

in Australia there are three major operating mines and one tailings re-treatment plant. two of these manganese mines

are in the Northern Territory, one on Groote eylandt in the Gulf of Carpentaria and the other at Bootu Creek 110km

north of Tennant Creek. The third is the Woodie Woodie mine in Western Australia located about 400km southeast of

Port Hedland. A manganese tailings processing plant also operates near the Woodie Woodie mine. There is a small

mining operation also in Western Australia at Ant Hill from where trial shipments of ore have begun. Other manganese

ore processing plants include those operated by TeMCO at Bell Bay in Tasmania and by Delta Plc at Newcastle in

New South Wales.

3.1.2 WOrLD DeMAND & MArKeTWorld demand for manganese depends directly on the needs of the steel industry. International manganese trade has

long been closely linked with the demand of industrialized countries in europe, North America, Japan and South east

Asia. With the significant and constant steel demands from emerging nations such as China and india, the demand for

manganese and its associated alloys should similarly remain consistent.

World crude steel production reached 1,414 Mt for the year of 2010. This represents an increase of 15% compared to

2009 and is a new record for global steel production.

All the major steel producing countries exhibited double digit growth in 2010. The european union and uSA had higher

growth rates due to the lower base effect from 2009 while Asia and russia recorded relatively lower growth.

In December 2010, world crude steel production for the 66 countries reporting to the World Steel Association (worldsteel)

was 116.2 Mt, an increase of 7.8% compared to December 2009.

3.2 GOLD OvervIeWGold is considered to be a strong store of value and is a strategically important commodity. Gold is one of the coinage

metals and has served as a symbol of wealth and a store of value throughout history.

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Gold price movements over the last 3 years show an increase from approximately uS$800 per ounce in February 2008,

to a record high of over uS $1500 per ounce in early 2011. Gold has continued to trade above the uS$1500 mark in

the first half of calendar 2011.

2010 was a solid year for gold with demand strong in all sectors. Annual gold demand grew 9% to 3,812.2 tonnes,

worth uS$150 billion. This performance was mainly attributable to higher jewellery demand; strong momentum in key

Asian markets; and central banks became net purchasers.

As of 2010, Australia was the second largest gold producer (after China) in the world with 255 tonnes.

The united States Geological Survey (uSGS) estimates Australia has the second largest reserve (after South Africa)

with 12.3% followed by russia with 10.6%.

3.3 COPPer OvervIeWThe growth of the copper industry has been intimately linked with the increasing use of electricity. electrical applications

continue to be the metal’s principal use. Copper is both an excellent electrical (and heat) conductor and is ductile

enough to be drawn into wire and beaten into sheets without fracturing.

Australia has about 6% of the world’s economic copper resources and is ranked third after Chile (25%) and the uSA

(16%).

The largest producer of mined copper in 2010 was Chile (approximately 5.4 million tonnes). Australia’s production

ranked fifth with 873,000 tonnes produced in 2010.

towards the end of 2010, copper closed the year above uS$4.20 per pound with the metal finishing the year with

an impressive 35% gain in only six months. In 2009, as China embarked on a stockpiling program, the metal soared

140%. During the first half of calendar year 2011 copper has traded predominately between uS$4.00 and uS$4.50

per pound.

World mine production reached approximately 16 million tonnes in 2010.

Australia’s main copper resources and copper mining centres are situated at the Olympic Dam copper-uranium-gold

deposit in South Australia and the Mount isa copper-lead-zinc deposit in Queensland. the Mount isa mine is the

largest copper producer in Australia and is one of the world’s biggest underground mines.

3.4 IrON OvervIeWIron ore resources occur in all the Australian States and Territories. In 2009 Australia’s economic demonstrated

resources (i.e. those that have been sufficiently tested by drilling and that could be economically extracted at current

prices with existing technology) totalled 28 billion tonnes and ranked Australia second behind the ukraine.

The Australian Bureau of Agricultural and resource economics and Sciences (ABAreS) reported that Australia’s iron

ore production in 2009 was 393.9Mt (341.1Mt in 2008). exports in 2009 totalled 362.4Mt (310.2Mt in 2008) with a value

of $30 billion. in 2009 AbAreS projected that Australia’s iron ore production will increase to 504.9Mt by 2013-14 while,

during the same period, exports are projected to rise to 473.5Mt.

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3.5 bAuXite OvervieWin its mineral form, bauxite, aluminium is the most abundant metal in the earth’s crust. Mined bauxite is refined into

alumina which is smelted into aluminium.

Australia is the largest producer of bauxite worldwide, accounting for about one-third of global output. its bauxite

production is expected to be about 68.0 million tonnes in 2010-11, compared with 60.9 million tonnes in 2005-06.

Most bauxite mined in Australia is processed into alumina locally.

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SECtIon 4 DIreCTOrS AND OFFICerS mr. Graeme allannon Executive Chairman

Mr Allan is a director of WGM Asset Management Pty Ltd which is in partnership with WGM Indigenous Services

Pty Ltd to increase and develop Indigenous employment in the civil and mining industry in the mid west region of

Western Australia. He is also a Director of the successful civil construction company BGA Civil Pty Ltd which operates

predominantly in Queensland.

Mr Allan has a Diploma in education and has extensive managerial experience covering over a 25 year career in the

professional sporting industry. His leadership, vision and expertise in relationship management will be an invaluable

contribution to furthering the Company’s objectives.

mr. Shane Casley (B Bus (acc) Cpa)non Executive Director

Shane is currently a managing partner at Affinity Accountants - a well-regarded victorian firm which has 20 staff and

offices in Southbank and geelong. Shane has 30 years accounting experience and provides taxation and management

advice to a wide range of clients including primary producers, property development, retailers and manufacturers in

Australia and overseas.

Shane has previously sat on various boards and was up until recently a board member of Seaworks Limited.

Shane is also one of Australia’s most respected advisors in Sports Management and has been an accredited Australian

football league Agent since 1996. He was co-founder of the football Division of elite Sports properties, one of

Australia’s largest sports management companies.

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mr. anthony Karam (LLB B.Com)non Executive Director

Anthony has worked as a lawyer in the corporate and commercial spheres for over fourteen years. His initial areas of

practice predominantly involved property and finance related transactions and structures, where he was instrumental

in identifying, negotiating terms and documenting several significant property development and commercial

opportunities. More recently Anthony’s focus and engagements have been in the public company sector through the

provision of management and consulting expertise.

Anthony’s services are currently being utilised by a number of public companies and a large privately owned financial

services practice. He currently holds the following positions:

Managing Director, Chameleon Mining NL

Principal, Adviser Business Services Group Pty Ltd

Practice Manager, Alpha Wealth Advisory Services / Infocus Sydney CBD

His legal background and first hand commercial experience allows for clear, concise and efficient oversight of corporate

services. As an Affiliate Member of the institute of Company Secretaries, Anthony also possesses direct training and

expertise in dealing with due diligence programs and key statutory and compliance related requirements.

mr. Carlos popal (B Bus)non Executive Director

Carl is the Managing Director of Popal enterprise Pty Ltd and Ghan resources Pty Ltd. Carl has managed several

entities predominantly conducting international trading business since 2001. He maintained an office in China for 4

years.

Carl’s academic business background stems from his Bachelor of Business and he has 12 years’ experience in

business and property development. In the role as Managing Director of Ghan resources Pty Ltd, Carl has managed

various commercial dealings within a network of companies in various countries around the world including India and

China.

As a multilingual entrepreneur, Carl has an extensive history of managing his own enterprises. He was previously

the proprietor of an advertising and marketing business providing promotional and advertising services. He also has

experience as a financial advisor.

Carl’s international business experience is a benefit for Walla Mines. His leadership and drive will enable the Company

to maintain a structured and focussed exploration effort.

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mr. Daryl Smithnon Executive Director

Daryl has experience in the mineral exploration sector and telecommunications and electronics sector. During his

career in the mineral exploration industry he has served on the Board of a number of private and public exploration

companies and has extensive knowledge of and experience in the structuring and financing of mining and exploration

projects.

Before joining the industry he served at senior management level in the telecommunications and electronics sector

where he developed his strong corporate and business development skills.

He brings to the Board a wealth of experience in strategic tenement acquisition, marketing, mergers and

acquisitions.

mr. robert marusco (B Bus Cpa SIn fIa)Company Secretary

robert Marusco is Chairman and Director of Nissen Kestel Harford, Accountants Taxation & Business Advisors

and Knight financial Advisors a financial services group. He consults to a variety of clients focusing on business

development planning, finance and financial planning, taxation planning and corporate matters. He has had

considerable experience in association with client services in public company management, ASX matters, corporate

advisory services, corporate secretarial services and IPO management.

He has had experience as a non executive director on the board of a number of public and private companies. robert

also acts as company secretary for a range of ASX listed companies in the resources and exploration sector, media

sector and general business sector along with compliance committee positions for licensed responsible entities.

robert has also dealt with a number of public companies both in the mining sector and general business sector in his

capacity as trustee for capital raisings via convertible note issues, rights issues and other similar forms of fund raising.

This also encompasses corporate governance measures, due diligence, risk management and dealing with the ASIC

and other statutory bodies.

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SECtIon 5 INDePeNDeNT GeOLOGIST’S rePOrT

malcolm CastleConsulting Geologist

P.O. Box 473, South Perth, WA 6951

Phone: 08 9474 9351

Mobile: 04 1234 7511

email: [email protected]

ABN: 84 274 218 871

20 July 2011

The Directors

Walla Mines Ltd

Dear Sirs,

re:

InDEpEnDEnt GEoLoGISt’S rEport onmInEraL propErtIES in QUEEnSLanD, nortHErn tErrItorY and nEW SoUtH WaLES

I have been commissioned by Walla Mines Limited (“Walla” or the “Company”) to provide an independent technical

report on the Company’s projects in Queensland, the northern territory and new South Wales (“report”). this report is

to be included in a Prospectus to be lodged by the Company with the Australian Securities and Investments Commission

(“ASIC”) on or about 29 July 2011, to raise $5 million before expenses by issuing 25,000,000 ordinary shares at 20

cents. The funds raised will be used for the purpose of exploration and evaluation of the mineral properties held by

the Company.

the properties

The Mary valley Manganese Project is located approximately 14 road kilometres southwest of Gympie Township in

Queensland. the largest mine on the tenements was at Amamoor no.1 Manganese Deposit. the mine opened in

1920 and operated intermittently and then re-opened from 1960.

Bundaberg has small scale historic manganese production with some highly encouraging manganese assays results

reflected from surface outcrops. they vary from 33% to 48.8% Mn. the West McArthur project also hosts extensive

electro-magnetic drill targets which are believed to host manganese mineralisation based on potential high grade

manganese assays overlying electro-magnetic anomalies.

The Moonford Iron project is located approximately 13 kilometres from Monto Township. There is approximately 17.64

sq km of favourable iron bearing lithology (evergreen formation - Oolitic ironstone) within the epM area.

Yellow Jack Gold Project has a JOrC Compliant resource down to 50 metres vertical depth with an Inferred resource

of 855,000t @ 1.41 g/t Au (40,300 ounces). ePM17685 contains 21 gold prospects and historical mines which has high

grade surface gold and drill assays. This area form part of the highly productive Gympie Gold Fields.

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The Mt Hardy Cu Project hosts 10 prospects/mined areas with high grade copper mineralisation from surface (up to

25.2%) with historical diamond drilling demonstrating mineralisation at depth. examples of drill intersections include

4.9m @ 1.96% Cu, 4.9m @ 2.80% Cu and 3.7m @ 1.90% Cu

At least half of the current liquid assets held and funds proposed to be raised are understood to be committed to the

exploration and development of the projects. the Company will have sufficient working capital to carry out its stated

objectives and has prepared staged exploration programs, specific to the exploration potential of each of the projects,

which are consistent with its budget allocations. it is considered that sufficient exploration and mining activities have

been undertaken by earlier explorers to justify the proposed programs and expenditure.

Details in respect to the legal status and tenure of the tenements comprising the Projects have not been considered in

this report but are outlined in the Solicitor’s report on Mining Tenements in the Prospectus.

DECLaratIonSrelevant codes and guidelines

This report has been prepared as a technical assessment in accordance with the “Code for Technical Assessment

and valuation of Mineral and Petroleum Assets and Securities for Independent expert reports” (the “vALMIN Code”),

which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian

Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by the Australian Securities and Investments

Commission (“ASiC”) and the ASX limited (“ASX”) which pertain to independent expert reports (regulatory guides

rG111 and rG112).

Where and if mineral resources have been referred to in this report, the classifications are consistent with the

”Australasian Code for reporting of exploration results, Mineral resources and Ore reserves” (the “JOrC Code”),

prepared by the Joint Ore reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective

December 2004.

Where assay values for rock chip samples and drill intercepts are quoted they represent the best results from a series

of lower grade values. They should not be taken to represent the average grade of the samples unless otherwise

stated.

under the definition provided by the ASX and in the vAlMin Code, the projects are classified as ‘exploration projects’,

which are inherently speculative in nature. the projects are considered to be sufficiently prospective, subject to

varying degrees of risk, to warrant further exploration and development of their economic potential, consistent with the

exploration and development programs proposed by the Company.

Sources of Information

The statements and opinion contained in this report are given in good faith and this report is based on information

provided by the title holders, along with technical reports prepared by consultants, previous tenements holders and

other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries,

to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A

final draft of this report was provided to the Company along with a written request to identify any material errors or

omissions prior to lodgement.

In compiling this report, I did not carry out a site visit to any of the Project areas. Based on my professional knowledge

and experience and the availability of extensive databases and technical reports made available by various Government

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Agencies, i considered that sufficient current information was available to allow an informed appraisal to be made

without such a visit.

This report has been compiled based on information available up to and including the date of this report. Consent

has been given for the distribution of this report in the form and context in which it appears. I have no reason to doubt

the authenticity or substance of the information provided.

Qualifications and Experience

The person responsible for the preparation of this report is:

Malcolm Castle, B.Sc. (Hons), GCertAppFin (Sec Inst), MAusIMM.

Malcolm Castle has over 40 years’ experience in exploration geology and property evaluation,

working for major companies for 20 years as an exploration geologist. He established a consulting

company 20 years ago and specializes in exploration management, technical audit, due diligence

and property valuation at all stages of development. He has wide experience in a number of

commodities including gold, base metals, iron ore and mineral sands. He has been responsible

for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia

and technical Audits in many countries.

Mr Castle completed studies in Applied Geology with the university of New South Wales in 1965

and has been awarded a B.Sc. (Hons) degree. He has completed postgraduate studies with the

Securities institute of Australia in 2001 and has been awarded a graduate Certificate in Applied

Finance and Investment in 2004.

Mr Castle is a Member of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and

has the appropriate relevant qualifications, experience, competence and independence to be

considered as an “expert” and “Competent Person” the Australian valmin and JOrC Codes,

respectively.

Independence

i am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the

Projects or the Company. The relationship with the Company is solely one of professional association between client

and independent consultant. The review work and this report are prepared in return for professional fees based upon

agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

Yours faithfully

malcolm CastleB.Sc.(Hons), MAusIMM,

GCertAppFin (Sec Inst)

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CONTeNTSMary valley Project – Manganese and gold .................................................................................................................29

Location and Tenure .............................................................................................................................................. 29

Geological Setting ..................................................................................................................................................30

Previous exploration ...............................................................................................................................................31

Manganese mining and exploration .................................................................................................................31

Gold exploration ...............................................................................................................................................32

Prospectivity ...........................................................................................................................................................35

Proposed Programme and Budget .........................................................................................................................36

Bundaberg Project – Manganese ................................................................................................................................37

Location and Tenure ...............................................................................................................................................37


Proposed Program ..................................................................................................................................................40

West McArthur Project – Manganese ...........................................................................................................................41



Prospectivity ...........................................................................................................................................................42


Moonford Project – Iron Ore .........................................................................................................................................44


Geology and Previous exploration .........................................................................................................................44


Yellow Jack Project – Gold ...........................................................................................................................................48




Moss vale Project – Bauxite .........................................................................................................................................52



Proposed Programme .............................................................................................................................................57

Mount Hardy project – Copper-gold ............................................................................................................................58




references ...................................................................................................................................................................61

Glossary of technical terms ..........................................................................................................................................61

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MArY vALLeY PrOJeCT – MANGANeSe AND GOLDOver 30,000 tonnes of ore were mined from historical workings within the project area with manganese grade ranging

from 38% to 51% Mn. The mineralised zones extend beyond the workings along strike and at depth. The largest mine

was at Amamoor No.1 Manganese Deposit with recorded production of 19,630t at 51% Mn.

Location and tenure

the Mary valley Manganese project is located approximately 14 road kilometres southwest of gympie in Queensland.

The project includes three exploration Permits (ePM17672, ePM17685 and ePM17938) which cover 209.38 km2.

The area is accessed from the Brooloo road from the Gympie Township and is 165 rail kilometres from the port of

Brisbane.

ePM 17672 and 17685 are currently subject to renewal applications.





exploration activities on these ePM’s pursuant to the terms of their grant. The rights, entitlements and obligations of the

Tenement holder are unaffected by the status of the renewal application, until the application is withdrawn, refused or

granted.



If the renewal applications are unsuccessful the Company will allocate all the proposed expenditure for the Mary valley

Project to ePM 17938.



subsequent year.


On 14 June 2011, the Tenement holder requested DeeDI to withdraw this relinquishment. There can be no guarantee

that DeeDI will agree to the Tenement holder’s request.

To date theTenement holder has not received a formal relinquishment notice from DeeDI for ePM 17672. However,




If the relinquishments are required, the allocation of the proposed expenditure will not be affected.

project tenement tenure area Current Grant

Number Status (sq km) Holder Date

Mary valley ePM17672 Granted 169.30 Bluekebble Pty Ltd 30/06/2009



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Geological Setting

the Mary valley Manganese deposits occur in a north-north-westerly trending belt (Carboniferous to triassic in

age) of low-grade metamorphic rocks situated in south-east Queensland. Within the epM areas, the Amamoor beds

of Permian age, consisting of mudstone, slate, basic metavolcanics, chert, schist, jasper, greywacke contain the

majority of manganese deposits. The Amamoor Beds are the site of the more important manganese ore occurrence

in the Manganese belt and are considered to have been deep-water, oceanic sediments association with island arc

volcanism.

Location of the mary Valley project

31LTD


previOuS eXplOrAtiOnmanganese mining and exploration

A summary of manganese production on the Mary valley Project is shown below:

name Working of mined areas Years of production ore production (tonnes)

Donaldson’s Deposit 22.86m long x 9.14m wide x 2.74m deep 1949, 1960 25t @ 46% Mn, 15% silica

Mooloo T.O Prospect 15.24m long x 2.13m wide x unknown 42% Mn, 11.6% silica, 5.8% Iron oxide

Mt Mooloo Prospect Trench 1 and 2: 13.71m long, 2.74m deepTrench 2: 15.24m long, 2.13m wide x 1.52m

deep

1915 81t @ 50.3% Mn, 1.9% silica, 7.4% Iron oxide

robert’s Prospect 6.40m long x 4.26m wide x 3.04m deep unknown 15t @ 38.6% Mn

Dagun Prospect 6.1m long x 2.4m deep 1921, 1949 100t @ 48% Mn, 5% silica

eel Creek15.24m long x 2.13m wide

1949, 1951, 1960 234t @ 50% Mn, 6% silica38t @ 46% Mn, 15% silica

Mt Walli 45.72m long x 3.35m deep 1937-38, 1959 700t @ 48% Mn, 9% silica20t @ 40% Mn,20% silica

Amamoor No.2 unknown 1959-1960 515t@ unknown

Zachariah Creek unknown 1959 16t @ 40% Mn, 10% silica

Skying Creek 152.0m long x 4.57m wide 1960 2,457t @ 45% Mn, 19% silica

Cameron 44.2m long x 3.65m wide x 19.81m deep 1918-19, 1958-60 8,893t @ 46% Mn, 22% silica

Amamoor No.1 274.0m long x 27.43m wide x 21.33m deep 1920, 1960 19,630t @ 51% Mn, 10% silica

total 31,477 t

Manganese ore has been mined intermittently from deposits in the Mary valley since 1908, with the bulk of the output

occurring in the most recent period (1957-1960, 1965-1966). Most of the ore produced was of metallurgical grade and

as sent to Broken Hill Proprietary Co. Ltd at Newcastle for use in steel manufacture. Total production is approximately

35,600 tonnes of manganese ore. Most deposits are lenticular or tabular in form, and are commonly fault bounded or

stratabound. Minor post-ore faulting has modified the size and shape of some orebodies.

the manganese deposits are considered to be genetically related to their host rocks and have a deep-water marine

origin. Supergene processes are also believed to have been important in concentrating the manganese and in

producing the mineralogy evident in outcrop.

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Epm17672 & Epm17983 – regional Geology with prospect Location map and Historical production

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X-ray analyses were carried out by the university of Queensland, Department of Mining and engineering on a number

of hand-picked rock samples from various mines. these samples cannot be considered to represent the average

grade of the deposit.

Location Gradeof mn

Grademno2

GradeSio2

Gradefeo2

GradeBao

mineral present fromX-ray analysis

eel Creek 48.96% 66.30% 3.94% 7.15% 1.84 Pyrolusite, minor cryptomelane

eel Creek 56.10% 82.50% 0.53% 3.77% 1.55 Braunite, hausmanite, cryptomelane

Devels Mount 48.42% 15.69% 1.77% 2.6 Braunite, hausmanite, cryptomelane

eel Creek fromshallow open cut

41.50%

66.50%

26.70%

3.80%

1.8

Massive Mn with some silica and red jasperiod material

eel Creek 45.20% 1.40% 3 Massive Mn & Mn oxides

Dagun 50.80% 73.40% 5.52% 5.40% 3.83 Pyrolusite, minor cryptomelane

Dagun from pit(4.45m)

52.20% 77.20% 6.80% 6.60% Selected sample of cellular ore with some soft Mn oxide

upper Kandanga(Carmeron)

49.80% 22.50% 0.85% 0.49 Braunite

Mooloo T.Oprospect from shallow trench

47.10% 11.60% 5.80% 1.1 Massive Mn with little hematite and jasper

Mooloo T.Oprospect from shallow cuts

54.70% 2.50% 1.50% 0.5 Hard Dense botryoidal ore

Amamoor No.1 56.80% 1.40% 1.40% 1.3 Soft cellular ore, brownish in colour

Amamoor No.1 49.10% 1.60% 0.60% 11.8 Hard Massive ore containing piedmontite crystals – Main Open Cut

Amamoor No.1 39.50% 16.20% 0.90% 3 Hard Massive ore containing piedmontite crystals – Main Open Cut

Amamoor No.1 52.70% 2.60% 0.70% 6.4 Hard Massive ore 184m SSe of cut

Skying Creek (fromopen cut Ne side creek)

50.50%

8.80%

Hard, massive ore

Skying Creek (fromopen cut Ne side creek)

43.50%

23.40% 5.60% 0.5 Hard, massive ore with quartz material

Zachariah Creek 46.70% 18.00% 3.30% 1.3 Hard, massive ore with quartz material

Gold Exploration

The Mary valley tenements are also part of the Gympie Gold Fields which comprise over 70 individual gold prospects

and mines. In summary from the historical data on the Gympie veins indicate high grades occurred in the productive

horizons with highly variable widths within any given vein. High total gold content on the major Gympie vein structure

was 5-10 tonnes gold and nine major structures produced the bulk of the gympie vein gold, these structures spaced

at 150-250 metres apart.

The nine structures produced an estimated 80% of the total Gympie vein Production. An estimation of the average

contained gold for the main structures is 116 tonnes Au Bullion from Field Hardrock Production and 23.2 tonnes Au

Bullion from Inglewood Production. Total Gympie vein Production was 92.8 tonnes Au Bullion and the Nine Main

Structures produced 74.2 tonnes Au Bullion.

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ePM17685 contains 21 gold prospects within the project area including the four prospects listed below.

prospect previous Data Gympie Eldorado Gold mine program and results

Thatchers

Historical Workingsfreeport drilling-negative results

reconnaissance sampling - 9 samples of mullock from bulldozed workings500m x 150m area - narrow veins, gold assays results: Gr351 @ 8.74 g/t AuGr352 @ 6.95 g/t Au, Gr349 @ 5.16 g/t Au, Gr355 @ 3.68 g/t Au

Golden Orb Historical Workings Quartz vein material collected from mullock assayed gr346 @ 10.9 g/t Au and Gr347 @ 5.37 g/t Au

Mulhollands Historical Workings Historical gold workings with mullock sample assayed Gr357 15.5 g/t Au

Devils Mountain

Old Gold WorkingsFreeport diamond drilling intersected 7m @ 15.58 g/t from 12m downhole

Outcrop and mullock rock chip sampling contained 14 samples containing greater than 15 g/t Au, 13 samples range between 5.0 - 14.9 g/t Au and 17 samples ranged from 2.0 - 4.9 g/t Au throughout the whole strike length of the mineralised zone (over 150 metres) 13 Trenches totalling 582m in length were completed with two zones returning 4.5m @ 5.51 g/t Au and 7.0 m @ 4.01 g/t Au in the second.

In 1998, Gympie eldorado Gold Mine completed 13 rC drill holes totalling 727.5m over the Devils Mountain Gold

prospect. the prospect workings occur within a north-south corridor about 1 km long and 50-200m wide. the historical

workings have exploited zones of stacked quartz veins. The drill assays results indicated narrow zones with ore grade

gold often within broader haloes containing gold grade. Drill intersections considered significant are listed below:

Hole no Down-hole Interval from Down-hole Interval to Width (m) Gold Grade (g/t)

DP1 9 12 3 4.51

DP2 15 17 2 4.74

19 21 2 11.04

DP6 26 31 6 2.80

including 26 27 1 11.45

DP7 15 16 1 23.10

23 24 1 4.44

DP9 33 34 1 5.42

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proSpECtIVItY

Devils mountain project – Gold and manganese prospect within Epm17685

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Devils mountain project – Historical rC & rock Chip samples location outlining the most prospective au bearing areas

proposed programme and Budget

Walla Mines is planning to complete an aerial electromagnetic (AeM) geophysical survey over the priority target,

especially surrounding historical mined areas. The survey will be followed by a rAB and rC drilling programme. The

drill programme will aim to test the geophysical model in order to use the geophysics as a targeting mineralised tool

over the remaining ePM areas.

37LTD


mary Valley Exploration Budget

raising - $3m

Yr 1 Yr 2 totaL

Data review 11,000 13,000 24,000 5%

Field Surveys 15,000 17,500 32,500 6%

Drilling 190,000 280,000 470,000 89%

Scoping Studies - - -

totaL 216,000 310,500 526,500 100%

raising - $5m

Yr 1 Yr 2 totaL

Data review 15,000 18,000 33,000 4%

Field Surveys 20,000 22,500 42,500 6%

Drilling 260,000 430,000 690,000 90%


totaL 295,000 470,500 765,500 100%

raising - $7m

Yr 1 Yr 2 totaL

Data review 26,000 28,000 54,000 6%

Field Surveys 30,000 32,500 62,500 7%

Drilling 320,000 485,000 805,000 87%


totaL 376,000 545,500 921,500 100%

the exploration budget will be subject to modification on an ongoing basis depending on the results obtained from

exploration. If the renewal applications for ePM 17672 and ePM 17685 are unsuccessful the Company will allocate all

the proposed expenditure for the Mary valley Project to ePM 17938. If relinquishments for part of the area covered by

ePM 17672 and ePM 17685 are required, the allocation of the proposed expenditure will not be affected.

It is considered that the Company has a reasonable proposed exploration budget over two years consistent with its

stated objectives and that this program is warranted and justified on the basis of the historical exploration activity and

demonstrated potential for discovery of manganese and gold mineralisation.

BuNDABerG PrOJeCT – MANGANeSe

Location and tenure

The Bundaberg Manganese Project is located approximately 11.8 kilometres north of Gin Gin and 57 kilometers west of

bundaberg township in Queensland. the project comprises one granted exploration permit (epM17810) which covers

43.55 km2. The area is accessed from the Bruce Highway from Bundaberg.

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The nearest bulk handing shipping port is located at Gladstone, located in the south approximately 218 rail kilometres

from the ePM area and 46.7 kilometres from the port of Bundaberg.

project tenement number tenure Status area (sq km) Current Holder Grant Date

Bundaberg ePM17810 Granted 43.55 Bluekebble Pty Ltd 20/07/2009

previous Exploration

three areas were identified with manganese mineralisation within the project. they include portion 856 Walla 1 Area

which delineated manganese ore in a number of separate lenses, thickening into one single lens. The zones cover a

width of 35.57 metres at the northern end to 1.82 metre at the southern. The northern portion is a mixture of hard and

soft cellular, slightly ferruginous material of good quality, but towards the southern boundary the fragments of material

on the surface are often found to have a centre of rhodonite (manganese silicate), or else of partly replaced slate.

A general sample, taken from the whole outcrop assays 42.40% Mn and 16.30% silica and insolubles (Government

Analyst).

Within the Portion 1033 Walla 2 Area, 6 areas on this portion have received attention. A pothole 1.8 metre by 3 metres

deep of clay stained manganese ore was located. The quality of the ore varies greatly within the area. The hanging wall

is fairly well defined and vertical, but the footwall is stained and veined with ore. the deposit was found by trenching

and judging from the fragments on the surface scattered over a width of 20 metres, it may be 60 to 80 metres in length.

Samples assayed by the Government Analyst included 40.50% Mn and 20.10% silica and insoluble minerals.

A second small outcrop – probably a separate deposit – is 10 metres up the hill to the west, and partly replaced slate

10 metres beyond. The next area is approximately 50 metres to the east, on the line of that on the road. Fragments of

good ore are scattered over the ground for a distance of 40 metres and a general sample from them assayed 47.30%

Mn by the Government Analyst.

39LTD


Bundaberg – Geology map showing manganese Sites

The next manganiferous belt is 100 metres west of the pothole, and has a width and length of 20 metres. Large blocks

of soft quartz veined ore, with central pinkish manganese stained slate was observed. Some metres south and within 80

metres of the north-west corner of portion 917, a large outcrop known as the big blow, the fragments and manganese

boulders are up to 1.8 metres in diameter covering an area 40 metres long and 20 metres wide.

There are two manganiferous portions separated by 1.2 metres of red slaty tuff containing bunches of manganese

rock, the south-western about 1.5 metres wide, the other being around 1.82 metres wide. the third outcrop, 6 metres

to the northeast is 1.2 metres wide and assayed 33.00% Mn, 30.20% silica and insoluble and 2.3% Fe.

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Within Portion 917 Walla 2 Area trenches and one open shaft was developed down to 6.4 metres. The trenches were

cut around 9 metres long by 4.5 metres deep with the material observed to be dipping south east. Two samples were

collected and assayed with 48.40% Mn, 20.20% silica and insoluble in one sample and 47.20% Mn, 8.20% silica

and insoluble and 0.08% Phosphorus in the other by the Government Analyst. 10 tonnes of manganese material was

recovered within two over-lapping, north and south striking bunches of outcropping manganese from a depth of 1.21

metres.

proposed program

Walla Mines plan to complete detailed geological mapping and rock chip reconnaissance as part of the first phase of

exploration. It is suggested that this will be followed by a detailed ground electromagnetic (eM) geophysical survey. A

drilling programme of 5,000 metres will test the target areas.

Bundaberg Exploration Budget

raising - $3m

Yr 1 Yr 2 totaL

Data review 7,000 8,000 15,000 6%

Field Surveys 12,500 13,000 25,500 10%

Drilling 60,000 165,000 225,000 85%


totaL 79,500 186,000 265,500 100%

raising - $5m

Yr 1 Yr 2 totaL

Data review 11,000 12,000 23,000 5%

Field Surveys 17,500 18,000 35,500 7%

Drilling 140,000 305,000 445,000 88%


totaL 168,500 335,000 503,500 100%

raising - $7m

Yr 1 Yr 2 totaL

Data review 16,000 17,000 33,000 5%

Field Surveys 23,000 18,600 41,600 7%

Drilling 190,000 345,000 535,000 88%


totaL 229,000 380,600 609,600 100%


exploration.


stated objectives and that this programme is warranted and justified on the basis of the historical exploration activity

and demonstrated potential for discovery of manganese mineralisation.

41LTD


WeST MCArTHur PrOJeCT – MANGANeSe

Location and tenure

The West McArthur project is located approximately 850 kilometres south east of Darwin in the Northern Territory

and 450 kilometres north-west of Mount isa in Queensland. the project comprises one granted exploration licence

(eL27117) which covers a total area of 629.8 km2. The area is easily accessed from the Carpentaria Highway and is

265 kilometres by road from the port at McArthur river and 210 kilometres from the Borroloola Township.


West McArthur eL27117 Granted 629.8 Bluekebble Pty Ltd 18/8/2009


early work in the area was carried out in the period 1939-40, mainly in the Wollogorang district and around the redbank

copper occurrences which were discovered in 1916. Geophysical surveys completed by these previous explorers

included Induced Polarisation (IP) over the Thor prospect by Carpentaria exploration Company Pty Ltd in 1980, and an

Airborne electromagnetic (AeM) survey, over the entire tenement area and surrounds by BHP Minerals Ltd in 1991.

West mcarthur project – Historical Stream sediment sampling location outlining the most prospective mn bearing areas

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proSpECtIVItY

recently, Walla Mines and its consultant resource potentials pty ltd re-processed aerial eM survey data over the

West McArthur manganese project. this work identified 10 eM drill targets. reviewing the AeM responses against

the available government geology and stream sediment geochemistry has generated the target areas. The results are

summarised in the table below.

area no Easting northing total area (sq km) Lithology

1 731600 8133880 37.93 Cainozoic/undivided Cretaceous Sediments

2 738400 8130300 20.37 Cainozoic Sediments


4 730000 8122600 33.33 Karns Dolomite/Cainozoic Sediments







total 135.14

West mcarthur project – aerial Em target location showing the total area of target Generated areas

43LTD



Walla Mines plan to complete a ground electromagnetic (eM) geophysical survey over the priority target area already

identified through reinterpreted electromagnetic survey. A drilling programme will follow with a minimum of 2,000

metres of drilling.

West mcarthur Exploration Budget

raising - $3m

Yr 1 Yr 2 totaL

Data review 6,500 7,000 13,500 6%

Field Surveys 9,000 10,000 19,000 9%

Drilling 60,000 125,000 185,000 85%


totaL 75,500 142,000 217,500 100%

raising - $5m

Yr 1 Yr 2 totaL

Data review 8,000 8,500 16,500 6%

Field Surveys 14,000 15,000 29,000 9%

Drilling 85,000 180,000 265,000 85%


totaL 107,000 203,500 310,500 100%

raising - $7m

Yr 1 Yr 2 totaL

Data review 13,000 13,500 26,500 6%

Field Surveys 19,000 20,500 39,500 9%

Drilling 150,000 245,000 395,000 85%


totaL 182,000 279,000 461,000 100%


exploration.



demonstrated potential for discovery of manganese mineralisation.

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MOONFOrD PrOJeCT – IrON Ore

Location and tenure

the Moonford project is located approximately 15km north-west of Moonford in Queensland. the project comprises

one exploration Mineral Permit (ePM18596) which covers 127.4 km2. The project is approximately 13 kilometres from

Monto township rail-line, and is only 133 rail kilometres from the port of gladstone. there is approximately 17.64 sq km

of favourable iron bearing evergreen Formation –(Oolitic ironstone) within the ePM area.


Moonford ePM18596 Granted 127.4 Bluekebble Pty Ltd 29/10/2010

Geology and previous Exploration

Iron ore mineralisation is located beneath 2 to 5 metres of clay and is associated with the evergreen Formation which

consists of siltstone, mudstone and sandstone. The primary iron mineral is limonite which forms gently dipping beds.

In 1984, 18 percussion holes were drilled for 218.25m with all samples assayed for Fe2O3, SiO2, Al2O3, CaO, MgO,

Na2O, K2O, TiO2, Mn, P2O5 and v2O3. Drilling results were reported as follows.

Hole no. from mineralisedZone (m)

to mineralisedZone (m)

Length(m)

Grade(fe2o3%)

Hole 1 2 4.3 2.3 57.4

Hole 2 3.5 4.5 1 52.0

Hole 3 5.5 10.5 5 50.0

Hole 4 5 9.5 4.5 46.0

Hole 5 6 7.5 1.5 56.2

Hole 6 8.5 12.5 4 52.9

Hole 7 6.5 10 4.5 51.5

Hole 8 4 7.5 3.5 53.2

Hole 9 5 9 4 37.6

Hole 10 3.5 7.5 4 52.2

Hole 11 3 6.5 3.5 54.6

Hole 12 2 5.5 3.5 57.6

Hole 13 0.5 4.5 4 53.6

Hole 14 1 4 3 52.9

Hole 15 1 4.5 3.5 57.0

Hole 16 0.5 4 3.5 54.6

Hole 17 3 6.5 3.5 53.5

Hole 18 3.5 7.5 4 49.1

Percussion Drilling over Moonford Site 1 Intersections

The weighted average of the best drilling results is 51.8% Fe2O3, 16.7% SiO2, 9.5% Al2O3, 1.84% P2O5 and 13%

LOI.

45LTD


moonford Iron project Drill Site

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Hole no. from mineralisedZone (m)

to mineralisedZone (m)

Length(m)

Grade(fe2o3%)

Hole 1 1.5 6 4.5 46.9

Hole 2 2.5 5.5 3 49.9

Hole 3 3 6.5 3.5 39.6

Hole 4 0.5 5 4.5 47.5

Hole 5 5 9.5 4.5 46.5

Hole 6 3.5 10 7.5 43.5

Hole 7 5 9.5 4.5 44.0

Hole 8 3 8.5 5.5 46.6

Hole 9 5.5 9.5 4 43.0

Percussion Drilling over Moonford Site 2 Intersections

The weighted average of the best drilling results is 45.2% Fe2O3, 23.0% SiO2, 9.9% Al2O3, 1.4% P2O5 and 12.6%

LOI.


Walla Mines plan to complete mapping and sampling over the prospective areas. A drilling programme is planned to

test the targets. This programme would involve a minimum of 2,000 metres of drilling.

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moonford Exploration Budget

raising - $3m

Yr 1 Yr 2 totaL

Data review 5,000 6,000 11,000 5%

Field Surveys 5,000 6,000 11,000 5%

Drilling 69,500 125,000 194,500 90%


totaL 79,500 137,000 216,500 100%

raising - $5m

Yr 1 Yr 2 totaL

Data review 6,500 7,500 14,000 5%

Field Surveys 10,000 11,000 21,000 7%

Drilling 95,000 180,000 275,000 89%


totaL 111,500 198,500 310,000 100%

raising - $7m

Yr 1 Yr 2 totaL

Data review 11,500 12,500 24,000 5%

Field Surveys 15,000 16,000 31,000 7%

Drilling 160,000 245,000 405,000 88%


totaL 186,500 273,500 460,000 100%


exploration.



demonstrated potential for discovery of iron mineralisation.

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YeLLOW JACK PrOJeCT – GOLD

Location and tenure

the yellow Jack project is located about 215km west of townsville in north Queensland. the project comprises one

granted exploration Mineral Permit (ePM 17321) which covers a total area of 139.9 km2.


Yellow Jack ePM17321 Granted 139.9 Bluekebble Pty Ltd 4/11/2009

GEoLoGY anD prEVIoUS EXpLoratIon

Gold mineralisation is concealed by several metres of alluvium and is associated with quartz veins and stockworks in

micaceous arkose. the deposit model is a Mesothermal vein/pipe/stockwork occurrence within a metamorphic-related

slate belt environment. gold values occur in a zone 30-40m wide; within this, higher grade lodes (>1 g/t Au) are up

to 5m thick, with an aggregate thickness of <20m. vein intensity within a lode varies significantly up and down dip

suggesting extensive boudinage within a shear zone.

A total of 75 rAb holes were drilled for 2,890m (95yJrb61-135) with all samples assayed for Au (ppb) and As (ppm).

Bottle roll cyanidation recoveries on pulps of Yellow Jack oxide and transitional zone material gave cyanide recoveries

averaging 88% of the aqua regia results. recoveries ranged from 65% to nearly 100%. Multi-element analysis of higher

grade samples indicates that the gold is associated with anomalous As.

During 1996, 40 rC holes were completed (96yJrC136-175), with the best drill intersection of 13m @ 3.43 g/t Au

and 9m @ 2.01 g/t Au in the first two phases of drilling. the majority of the intersections are controlled by flat lying

supergene processes, with gold remobilised from sub-vertical quartz veins and precipitated with goethite/hematite

and manganese.

rAB Drill Hole Yellow Jack Prospect Au Intersections

Hole no. north East from (m) to (m) Length (m) Grade (g/t au)

95YJrB57 7860600 273600 15 27 12 2.73

95YJrB57 7860600 273600 30 33 3 4.41

95YJrB58 7860600 273580 11 25 14 3.87

95YJrB61 7860600 273651 27 32 5 1.93

95YJrB65 7860600 273590 9 12 4 2.22

16 19 3 1.25

29 32 4 6.61

95YJrB66 7860600 273570 18 20 2 2.95

95YJrB73 7860200 273495 5 10 5 2.12

21 33 12 1.98

95YJrB74 7860200 273475 54 59 6 2.99

95YJrB80 7860200 273745 18 21 3 2.00

95YJrB108 7860800 273710 18 23 6 1.71

95YJrB115 7860600 273625 14 20 7 4.50

24 27 3 1.68

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Hole no. north East from (m) to (m) Length (m) Grade (g/t au)36 38 2 2.77

95YJrB117 7860600 273690 26 32 6 2.35

95YJrB121 7860600 273590 15 18 3 2.41

95YJrB123 7860600 273630 18 21 3 2.35

95YJrB126 7860200 273505 6 8 2 2.02

95YJrB128 7860200 273524 22 29 7 2.01

rC Drill Hole yellow Jack prospect Au intersections >1 g/t Au

Hole no. north East from (m) to (m) Length (m) Grade (g/t au)

96YJrC139 20400 10500 41 42 1 5.40

96YJrC141 20320 10620 29 30 1 1.03

31 32 1 1.38

33 34 1 1.28

96YJrC142 20320 10580 0 2 2 1.36

17 21 4 1.13

96YJrC143 20320 1540 21 22 1 2.17

49 50 1 2.08

96YJrC144 20320 10500 74 75 1 6.60

96YJrC146 20240 10620 42 43 1 1.31

96YJrC147 20240 10580 8 9 1 1.35

96YJrC148 20240 10540 5 7 2 3.55

64 65 1 1.08

96YJrC151 20160 10660 15 16 1 1.34

49 50 1 1.86

96YJrC152 20160 10620 21 22 1 1.1

61 62 1 1.42

96YJrC153 20160 10580 19 20 1 1.72

96YJrC154 20160 10540 11 12 1 1.56

96YJrC156 20080 10660 22 23 1 1.31

25 26 1 7.40

35 39 4 2.51

52 53 1 3.59

96YJrC157 20080 10620 25 28 3 3.35

31 32 1 2.11

96YJrC158 20080 10580 53 55 2 3.31

96YJrC159 20000 10660 4 5 1 1.09

58 59 1 1.79

96YJrC160 20000 10620 58 59 1 1.79

24 25 1 1.06

96YJrC162 19920 10660 13 14 1 1.65

50 53 3 1.43

96YJrC163 19920 10620 25 35 10 3.23

44 45 1 1.39

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Hole no. north East from (m) to (m) Length (m) Grade (g/t au)96YJrC164 19920 10580 31 32 1 2.74

96YJrC165 19840 10700 24 25 1 2.88

26 27 1 1.45

96YJrC166 19840 10660 40 42 2 1.24

44 46 2 1.96

49 50 1 10.5

52 53 1 1.10

59 61 2 2.26

62 63 1 3.13

66 67 1 1.08

96YJrC167 19840 10620 64 67 3 3.11

77 78 1 1.48

96YJrC168 20800 10500 27 28 1 1.71

36 40 4 1.48

49 50 1 1.49

96YJrC169 20800 10460 36 37 1 1.18

66 71 5 2.05

96YJrC173 20720 10500 21 22 1 1.22

26 27 1 2.05

96YJrC174 20720 10460 43 44 1 2.20

73 74 1 2.50

79 80 1 1.24

96YJrC175 20720 10420 54 55 1 1.16

From June to July 2009, Odessa resources Pty Ltd was contracted to estimate a resource from the historical drill

data. 40 reverse circulation (rC) holes totalling 3,200m were completed on the Yellow Jack prospect and used in

the estimate. An Inferred resource of 855,000 tonnes grading 1.41g/t Au for 40,200 ounces has been estimated in

accordance with the JOrC code.

InfErrED rESoUrCE

Top Cut Tonnes Grade (g/t)Au Contained Metal (ounces)

6 885,000 1.41 40,200

Distribution of the Inferred resource zones

in three dimensions

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Further exploration work will consider options of comprehensive surface sampling and geophysics in preparation for a

drilling programme to test areas anomalous in gold and to upgrade the current Inferred resource.

Yellow Jack Exploration Budget

raising - $3m

Yr 1 Yr 2 totaL

Data review 3,500 5,500 9,000 4%

Field Surveys 4,500 5,000 9,500 4%

Drilling 65,000 149,500 214,500 92%


totaL 73,000 160,000 233,000 100%

raising - $5m

Yr 1 Yr 2 totaL

Data review 6,000 8,000 14,000 5%

Field Surveys 9,500 10,000 19,500 7%

Drilling 95,000 155,000 250,000 88%


totaL 110,500 173,000 283,500 100%

raising - $7m

Yr 1 Yr 2 totaL

Data review 11,000 13,000 24,000 6%

Field Surveys 14,500 15,500 30,000 7%

Drilling 160,000 220,000 380,000 87%


totaL 185,500 248,500 434,000 100%


exploration.


stated objectives and that this programme is warranted and justified on the basis of the historical exploration activity

and demonstrated potential for discovery of gold mineralisation.

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Yellow Jack project raB & rC Drill Hole Location

MoSS VAle ProjeCt – BAuxIte

Location and tenure

The Moss vale project is located approximately 160 to 170 kilometres from Sydney in NSW. The project comprises one

granted exploration Licence (eL 7425) which covers a total area of 56.5 km2. eL 7425 is due to expire on 1 December

2011. The Tenement holder intends to lodge a renewal application in due course.


Moss vale eL7425 Granted 56.5 Pedro Kastellorizos 1/12/2009

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the rock, which forms the lower part of most of the laterite-bauxite deposits in the Moss vale district closely, resembles

the typical Indian laterite, with its tubular or vermicular structure and mottling of colours.

the bauxite deposits occurring within the tenement area range in soluble alumina content from 36-43%. this compares

favourably to the bauxite deposits currently being mined near the Darling ranges in southern Western Australia, which

assay between 30-32% soluble alumina. the Moss vale bauxite deposits typically have low silica contents (<6.4%),

which is considered desirable for economic alumina production using the Bayer Process to generate powdered alumina

for smelting in Australia, and/or for overseas export. The deposits are surface deposits (easy, inexpensive mining) and

range in thickness from 3.5 to 9.6 metres.

The Broken Hill Pty Co put down nine shafts on this area. Shaft 5 delineated a limited volume of lateritic iron material.

Small areas Fe2O3 concentrations have been noted in several deposits. The thickness of the pisolitic ferruginous

bauxite deposit varies from 3.5 to 9.6 metres and containing up to 41.82% alumina.

Approximately 110,000 tonnes of material have been removed from this site since 1962 for the use as flux and 10,000

tonnes used as road base.

Shaft 1

BHp Sample no

Depth (m) Lithology al2o3 Sio2 fe2o3 free al2o3

tio2 LoI

8 0 -1.52 Pisolitic Bauxite 41.71 4.40 28.14 35.50 4.95 16.60

9 1.52 - 3.04 Loosely pisolitic: colour red 41.82 4.20 27.71 37.50 5.82 17.60

11 3.04 - 4.57 Loosely pisolitic: colour chocolate 39.71 6.60 28.43 37.00 4.95 19.30

17 4.57 - 6.09 Laterite: some lateritised basalt 27.61 23.92 29.29 26.89 4.88 13.64

6.09 - 6.58 Lateritised Basalt

0 - 0.48 Soil

1 0.48 - 2.01 Pisolitic bauxite 37.95 6.76 28.74 37.18 5.61 20.55

3 0.48 - 3.53 Pisolitic bauxite: colour red 38.21 7.00 28.80 37.41 5.20 20.20

7 3.53 - 5.05 Laterite passing down into clay and basalt

39.91 20.44 25.11 30.49 4.02 17.10

5.05 - 5.36 Latertised basalt 26.38 24.76 30.16 20.35 3.22 13.81

Shaft 3

BHp Sample no


tio2 LoI

0 - 0.48 Soil


5 0.48 - 3.53 Pisolitic bauxite: colour red 36.28 13.06 26.52 34.29 5.00 18.55

6 3.53 - 5.05 Laterite passing down into a mixture of clay and basalt

31.49 22.80 25.78 28.25 4.86 15.24

5.05 - 5.36 Latertised basalt 28.93 24.56 26.49 24.07 4.74 14.31

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Shaft 4

BHp Sample no


tio2 LoI

0 - 0.48 Soil

4 0.48 - 2.01 Loosely pisolitic: colour dark red 35.92 8.72 30.54 34.68 4.74 19.15

10 0.48 - 3.53 Loosely pisolitic: colour dark red 37.56 6.80 31.29 32.52 4.95 17.60




16 8.10 - 9.63 Pisolitic bauxite and bauxite earth 37.93 2.74 30.74 37.70 5.94 21.94

Shaft 5

BHp Sample no


tio2 LoI

0 - 1.82 Lateritic Iron Ore 18.29 15.60 50.90 11.47 2.15 12.10

1 1.82 - 2.43 Lateritised basalt

Shaft 6

BHp Sample no


tio2 LoI

0 - 0.3 Soil


25 1.79 - 3.32 Cemented pisolitic bauxite 41.25 4.34 29.00 36.97 4.35 19.77

26 3.32 - 4.54 Pisolitic bauxite: colour dark red 15.44 28.64 31.73

4.54 - 5.05 White clay and decomposed basalt

Shaft 7

BHp Sample no


tio2 LoI

0 - 0.30 Soil





6.40 - 6.70 Gritty clay

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Shaft 8

BHp Sample no


tio2 LoI

0 - 0.30 Soil

75 0.3 - 1.82 Pisolitic bauxite 4.52 35.70 34.89

76 1.82 - 2.43 Loosely pisolitic: colour red 3.80 36.86 33.52

77 2.43 - 3.35 Loosely pisolitic: colour red 4.12 35.11 36.44

78 3.35 - 3.96 Pisolitic bauxite passing into earthy laterite

4.04 33.66 36.69

81 3.96 - 4.26 Lateritised basalt and clay 7.64 36.14 31.19

88 4.26 - 5.79 Ferruginous clay 23.66 31.62 21.03

Shaft 9

BHp Sample no


tio2 LoI

0 - 0.60 Soil

94 0.60 - 2.13 earthy and pisolitic bauxite colour red

3.16 33.00 35.19


4.36 31.80 36.63


2.06 34.22 36.23

97 5.18 - 6.09 red earth 2.96 30.29 38.65

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DePOSIT 6This is the largest continuous outcrop of bauxite in the locality. The outcrop is marked by an almost continuous scarp,

usually about 2.43m. The large proportion of the outcrop is pisolitic bauxite, but in many places the basal portion is

seen to consist of laterite with inclusions of basalt and magnetic fragments.

A section revealed in the quarry near the SW shows a passage from the surface downwards from a pisolitic zone

through a nodular to crudely pisolitic zone to a sandy laterite. In 1921, 4 shafts were put down at 20 chains intervals

from west to east across the deposit. They yielded the following information.

Shaft no Depth (m) free al2o3 fe2o3 Sio2 H2o

1 3.96 34.62 25.80 15.56 20.94

2 3.96 36.66 34.06 5.32 21.20

3 4.57 34.26 36.40 4.80 21.42

4 3.35 36.16 33.80 1.76 21.18

EL7425 regional Geology map showing Bauxite Location

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recently, the Southern Portland Cement Co. opened a small quarry, the material from which has been used by

Broken Hill Pty Co. in the blast furnaces at Lithgow. The following samples were taken in this quarry from the surface

downwards:

thickness in metres

Lithology Silica alumina ferric oxide

ferrous oxide

titanian LoI

0.12 Pisolitic bauxite 4.32 33.35 33.55 1.53 5.80 18.80

0.12 Pisolitic bauxite 10.18 40.45 23.80 3.33 4.50 17.50

0.10 Nodular to crudely pisolitic bauxite

4.86 36.80 31.55 1.08 4.25 22.28

0.08 vermicular laterite 6.14 30.36 38.20 0.72 4.90 19.32

the first two samples were taken on the east side of the working faces; the last two samples were located on the west

side of working face.

proposed programme

Walla Mines are planning to detail geological mapping and to carry out a 1,000 to 2,000 metre rC drilling over the

mineralised bauxite zone.

moss Vale Exploration Budget

raising - $3m

Yr 1 Yr 2 totaL

Data review 1,000 3,500 4,500 3%

Field Surveys 3,500 5,000 8,500 6%

Drilling 35,000 85,000 120,000 91%


totaL 39,500 93,500 133,000 100%

raising - $5m

Yr 1 Yr 2 totaL

Data review 3,500 5,000 8,500 4%

Field Surveys 8,500 10,000 18,500 8%

Drilling 65,000 140,000 205,000 88%


totaL 77,000 155,000 232,000 100%

raising - $7m

Yr 1 Yr 2 totaL

Data review 8,500 10,000 18,500 5%

Field Surveys 13,000 15,000 28,000 7%

Drilling 130,000 205,000 335,000 88%


totaL 151,500 230,000 381,500 100%

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exploration. If the renewal application required is unsuccessful, the Company will allocate all proposed expenditure for

the Moss vale Project to working capital.



demonstrated potential for discovery of bauxite mineralisation.

MOunt HArDy prOJeCt – COpper-gOlD

Location and tenure

the Mt Hardy project is located approximately 300km north-west of Alice Springs in northern territory. the project

comprises an exploration Licence (eL 27892) which covers a total area of 101.8 km2.


Mt Hardy eL27892 Granted 101.8 Bluekebble Pty Ltd 04/08/2010

GEoLoGY anD prEVIoUS EXpLoratIon

The copper deposits at the Mt Hardy copper mine were discovered in 1935 with mineralisation reported within quartz

reefs, pegmatite-aplite veins within the lower proterozoic schist. Minerals in the oxidised zone are malachite, azurite

and chalcocite and in the sulphide zone mainly chalcopyrite. Significant copper mineralisation may also be contained

within gneisses adjacent to these veins. The average width of the mineralised veins from surface is about one metre

(max of 30 metres) with an average length of 100 metres. In 1967, the Mines Branch of the NT Administration completed

7 diamond holes, totalling 504.75m. Significant intersections were as follows.

Hole no. from (m) to (m) Length (m) Grade Cu % Grade (g/t au) Grade (g/t ag)

DDH1 52.35 52.5 0.15 0.405 1.38

inc 58.70 59.0 0.30 5

DDH3 39.6 44.5 4.9 1.96

inc 2.13 3.66 0.59 14.4

DDH4 7.60 12.5 4.9 2.80

inc 1.22 7.83 14.9

inc 14.0 17.7 3.7 1.90

The style of mineralisation at this stage indicates that medium tonnage with moderate grade may exist within these

zones. In 1990, White Mining Services Pty Ltd conduced limited rock chip sampling over the Brown Mine and Mt Hardy

mine areas targeting the quartz-pegmatite veins. these veins were 0.3 to 2 metres wide which were closely associated

mineralised gneissose pods up to 7 metres wide. they contained significant mineralisation with samples assaying up

to 20.5% Cu, 17.8% Pb, and 1.52% Zn, 2.66 g /t Au and 170 g /t Ag.

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Walla Mines are looking at detailed geological mapping and rock chip reconnaissance as part of the first phase of

exploration. This could be followed by detailed ground electromagnetic (eM) geophysical survey.

mount Hardy Exploration Budget

raising - $3m

Yr 1 Yr 2 totaL

Data review 2,500 3,000 5,500 5%

Field Surveys 3,000 5,000 8,000 7%

Drilling 25,000 80,000 105,000 88%


totaL 30,500 88,000 118,500 100%

raising - $5m

Yr 1 Yr 2 totaL

Data review 3,000 5,500 8,500 4%

Field Surveys 8,000 10,000 18,000 8%

Drilling 55,000 135,000 190,000 88%


totaL 66,000 150,500 216,500 100%

raising - $7m

Yr 1 Yr 2 totaL

Data review 8,000 10,500 18,500 5%

Field Surveys 12,500 15,000 27,500 8%

Drilling 120,000 200,000 320,000 87%


totaL 140,500 225,500 366,000 100%


exploration.



demonstrated potential for discovery of copper mineralisation.

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LTDEL27892 regional Geology map showing Copper Locations

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reFereNCeSAnon, 2010, Information Memorandum, April 2010, Bluekebble Pty Ltd

GLOSSArY OF TeCHNICAL TerMSaeolian Formed or deposited by wind.

aerial photography Photographs of the earths surface taken from an aircraft.

aeromagnetic A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic charac-teristics of rocks by measuring deviations of the earths magnetic field.

airborne geophysi-cal data

Data pertaining to the physical properties of the earths crust at or near surface and collected from an aircraft.

aircore Drilling method employing a drill bit that yields sample material which is delivered to the surface inside the rod string by compressed air.

alluvial Pertaining to silt, sand and gravel material, transported and deposited by a river.

alluvium Clay silt, sand, gravel, or other rock materials transported by flowing water and deposited in compara-tively recent geologic time as sorted or semi-sorted sediments in riverbeds, estuaries, and flood plains, on lakes, shores and in fans at the base of mountain slopes and estuaries.

alteration The change in the mineral composition of a rock, commonly due to hydrothermal activity.

amphibolite facies An assemblage of minerals formed at moderate to high temperatures (450°C to 700°C) during regional metamorphism.

andesite An intermediate volcanic rock composed of andesine and one or more mafic minerals.

anomalies An area where exploration has revealed results higher than the local background level.

anticline A fold in the rocks in which strata dip in opposite directions away from the central axis.

antiformal An anticline-like structure.

Archaean The oldest rocks of the Precambrian era, older than about 2,500 million years.

assayed the testing and quantification metals of interest within a sample.

Au Chemical symbol for gold.

auger sampling A drill sampling method using an auger to penetrate upper horizons and obtain a sample from lower in the hole.

axial plane The plane that intersects the crest or trough of a fold, about which the limbs are more or less symmetri-cally arranged.

basalts A volcanic rock of low silica (<55%) and high iron and magnesium composition, composed primarily of plagioclase and pyroxene.

polymetallics A non-precious metal, usually referring to copper, lead and zinc.

bedrock Any solid rock underlying unconsolidated material.

BIF A rock consisting essentially of iron oxides and cherty silica, and possessing a marked banded appear-ance.

BLeG sampling Bulk leach extractable gold analysis; an analytical method for accurately determining low levels of gold.

brittle rock deformation characterised by brittle fracturing and brecciation.

Cainozoic An era of geological time spanning the period from 65 million years ago to the present.

carbonate rock of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and CO3. essential component of limestones and marbles.

chert Fine grained sedimentary rock composed of cryptocrystalline silica.

chlorite A green coloured hydrated aluminium-iron-magnesium silicate mineral (mica) common in metamorphic rocks.

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clastic Pertaining to a rock made up of fragments or pebbles (clasts).

clays A fine-grained, natural, earthy material composed primarily of hydrous aluminium silicates.

colluvium A loose, heterogeneous and incoherent mass of soil material deposited by slope processes.

conduits the main pathways that facilitate the movement of hydrothermal fluids.

conglomerate A rock type composed predominantly of rounded pebbles, cobbles or boulders deposited by the action of water.

copper A reddish metallic element, used as an electrical conductor and the basis of brass and bronze.

dacite An extrusive rock composed mainly of plagioclase, quartz and pyroxene or hornblende or both.

depletion the lack of gold in the near-surface environment due to leaching processes during weathering.

diamond drill hole Mineral exploration hole completed using a diamond set or diamond impregnated bit for retrieving a cylindrical core of rock.

dilational Open space within a rock mass commonly produced in response to folding or faulting.

dolerite A medium grained mafic intrusive rock composed mostly of pyroxenes and sodium-calcium feldspar.

DoIr Department of Industry and resources, WA.

ductile Deformation of rocks or rock structures involving stretching or bending in a plastic manner without breaking.

dykes A tabular body of intrusive igneous rock, crosscutting the host strata at a high angle.

en-echelon repeating parallel, but offset, occurrences of lenticular bodies such as ore veins.

erosional The group of physical and chemical processes by which earth or rock material is loosened or dissolved and removed from any part of the earths surface.

fault zone A wide zone of structural dislocation and faulting.

feldspar A group of rock forming minerals.

felsic An adjective indicating that a rock contains abundant feldspar and silica.

folding A term applied to the bending of strata or a planar feature about an axis.

foliated Banded rocks, usually due to crystal differentiation as a result of metamorphic processes.

follow-up A term used to describe more detailed exploration work over targets generated by regional exploration.

g/t Grams per tonne, a standard volumetric unit for demonstrating the concentration of precious metals in a rock.

gabbro A fine to coarse grained, dark coloured, igneous rock composed mainly of calcic plagioclase, clinopy-roxene and sometimes olivine.

geochemical Pertains to the concentration of an element.

geophysical Pertains to the physical properties of a rock mass.

GIS database A system devised to present partial data in a series of compatible and interactive layers.

gneissic Coarse grained metamorphic rocks characterised by mineral banding of the light and dark coloured constituent minerals.

granite A coarse-grained igneous rock containing mainly quartz and feldspar minerals and subordinate micas.

granoblastic A term describing the texture of a metamorphic rock in which the crystals are of equal size.

granodiorite A coarse grained igneous rock composed of quartz, feldspar and hornblende and/or biotite.

greenschist A metamorphosed basic igneous rock which owes its colour and schistosity to abundant chlorite.

greenstone belt A broad term used to describe an elongate belt of rocks that have undergone regional metamorphism to greenschist facies.

greywackes A sandstone like rock, with grains derived from a dominantly volcanic origin.

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GSWA Geological Survey of Western Australia.

gypsum Mineral of hydrated, or water-containing, calcium sulphate.

halite Impure salt deposit formed by evaporation.

hangingwall The mass of rock above a fault, vein or zone of mineralization.

hematite Iron oxide mineral, Fe2O3.

hinge zone A zone along a fold where the curvature is at a maximum.

hydrothermal fluids Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and miner-als in solution.

igneous rocks that have solidified from a magma.

infill refers to sampling or drilling undertaken between pre-existing sample points.

insitu In the natural or original position.

interflow refers to the occurrence of other rock types between individual lava flows within a stratigraphic se-quence.

intermediate A rock unit which contains a mix of felsic and mafic minerals.

intrusions A body of igneous rock which has forced itself into pre-existing rocks.

intrusive contact The zone around the margins of an intrusive rock.

ironstone A rock formed by cemented iron oxides.

isoclinal A series of folds that dip in the same direction at the same angle.

joint venture A business agreement between two or more commercial entities.

komatiitic Magnesium-rich mafic to ultramafic extrusive rock.

laterite A cemented residuum of weathering, generally leached in silica with a high alumina and/or iron content.

lead A metallic element, the heaviest and softest of the common metals.

lineament A significant linear feature of the earth’s crust, usually equating a major fault or shear structure.

lithological contacts The contacts between different rock types.

lithotypes rock types.

magnetite A mineral comprising iron and oxygen which commonly exhibits magnetic properties.

metamorphic A rock that has been altered by physical and chemical processes involving heat, pressure and derived fluids.

metasedimentary A rock formed by metamorphism of sedimentary rocks.

MMI The collection of soil samples and their analysis, using weak extractive reagents, to determine the rela-tive abundance of loosely attached trace elemental ions, which frequently define the position of primary mineralization.

monzogranite A granular plutonic rock containing approximately equal amounts of orthoclase and plagioclase feldspar, but usually with a low quartz content.

Moz Millions of ounces.

Mt Million Tonnes.

mylonite A hard compact rock with a streaky or banded structure produced by extreme granulation of the original rock mass in a fault or thrust zone.

nickel Silvery-white metal used in alloys.

nickel laterite nickel ore hosted within the laterite profile, usually derived from the weathering of olivine-rich ultramafic rocks.

open pit A mine working or excavation open to the surface.

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Orthoimage A geographically located composite plan using aerial photography as a base.

outcrops Surface expression of underlying rocks.

palaeochannels An ancient preserved stream or river.

pegmatite A very coarse grained intrusive igneous rock which commonly occurs in dyke-like bodies containing lithium-boron-fluorine-rare earth bearing minerals.

pisolitic Describes the prevalence of rounded manganese, iron or alumina-rich chemical concretions, frequently comprising the upper portions of a laterite profile.

playa lake broad shallow lakes that quickly fill with water and quickly evaporate, characteristic of deserts.

polymictic referring to coarse sedimentary rocks, typically conglomerate, containing clasts of many different rock types.

porphyries felsic intrusive or sub-volcanic rock with larger crystals set in a fine groundmass.

ppb Parts per billion; a measure of low level concentration.

Proterozoic An era of geological time spanning the period from 2,500 million years to 570 million years before pres-ent.

pyroxenite A coarse grained igneous intrusive rock dominated by the mineral pyroxene.

quartz reefs Old mining term used to describe large quartz veins.

quartzofeldspathic Compositional term relating to rocks containing abundant quartz and feldspar, commonly applied to metamorphic and sedimentary rocks.

quartzose Quartz-rich, usually relating to clastic sedimentary rocks.

rAB drilling A relatively inexpensive and less accurate drilling technique involving the collection of sample returned by compressed air from outside the drill rods.

rafts A relatively large block of foreign rock incorporated into an intrusive magma.

rC drilling A drilling method in which the fragmented sample is brought to the surface inside the drill rods, thereby reducing contamination.

regolith The layer of unconsolidated material which overlies or covers insitu basement rock.

residual Soil and regolith which has not been transported from its point or origin.

resources Insitu mineral occurrence from which valuable or useful minerals may be recovered.

rhyolite fine-grained felsic igneous rock containing high proportion of silica and felspar.

rock chip sampling The collection of rock specimens for mineral analysis.

saline Salty

saprock Zone of weathered rock preserved within the weathered profile.

saprolite Disintegrated, in-situ rock, partially decomposed by the chemical and physical processes of oxidation and weathering.

satellite imagery The images produced by photography of the earth’s surface from satellites.

schist A crystalline metamorphic rock having a foliated or parallel structure due to the recrystallisation of the constituent minerals.

scree The rubble composed of rocks that have formed down the slope of a hill or mountain by physical ero-sion.

sedimentary A term describing a rock formed from sediment.

sericite A white or pale apple green potassium mica, very common as an alteration product in metamorphic and hydrothermally altered rocks.

shale A fine grained, laminated sedimentary rock formed from clay, mud and silt.

sheared A zone in which rocks have been deformed primarily in a ductile manner in response to applied stress.

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sheet wash referring to sediment, usually sand size, deposited over broad areas characterised by sheet flood dur-ing storm or rain events. Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, water-bearing minerals of silica.

silcrete Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, water-bearing minerals of silica.

silica Dioxide of silicon, SiO2, usually found as the various forms of quartz.

sills Sheets of igneous rock which is flat lying or has intruded parallel to stratigraphy.

silts fine-grained sediments, with a grain size between those of sand and clay.

soil sampling The collection of soil specimens for mineral analysis.

stocks A small intrusive mass of igneous rock, usually possessing a circular or elliptical shape in plan view.

strata Sedimentary rock layers.

stratigraphic Composition, sequence and correlation of stratified rocks.

stream sediment sampling

The collection of samples of stream sediment with the intention of analysing them for trace elements.

strike Horizontal direction or trend of a geological structure.

subcrop Poorly exposed bedrock.

sulphide A general term to cover minerals containing sulphur and commonly associated with mineralization.

supergene Process of mineral enrichment produced by the chemical remobilisation of metals in an oxidised or transitional environment.

syenite An intrusive igneous rock composed essentially of alkali feldspar and little or no quartz and ferromagne-sian minerals.

syncline A fold in rocks in which the strata dip inward from both sides towards the axis.

talc A hydrous magnesium silicate, usually formed due to weathering of magnesium silicate rocks.

tectonic Pertaining to the forces involved in or the resulting structures of movement in the earth’s crust.

tholeiitic A descriptive term for a basalt with little or no olivine.

thrust fault A reverse fault or shear that has a low angle inclination to the horizontal.

tremolite A grey or white metamorphic mica of the amphibole group, usually occurring as bladed crystals or fibrous aggregates.

ultramafic Igneous rocks consisting essentially of ferromagnesian minerals with trace quartz and feldspar.

veins A thin infill of a fissure or crack, commonly bearing quartz.

volcaniclastics Pertaining to clastic rock containing volcanic material.

volcanics Formed or derived from a volcano.

zinc A lustrous, blueish-white metallic element used in many alloys including brass and bronze.

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SECtIon 6 INveSTIGATING ACCOuNTANT’S rePOrT

Direct Line: (08) 9261 9447Email: [email protected]/NEM

19 July 2011

The DirectorsWalla Mines Pty LtdUnit 19, Level 2 “Spectrum”100 Railway RoadSUBIACO WA 6008

Dear Sirs

Investigating Accountant’s Report

1. Introduction

.1 This report has been prepared at the request of the Directors of Walla Mines Pty Ltd (“Walla” or “the Company”) for inclusion in a Prospectus to be dated on or about 29 July 2011 relating to the proposed offer of 25,000,000 fully paid ordinary shares in the Company at an issue price of $0.20 per share, together with one free attaching share option exercisable at $0.20 on or before 30 November 2015 (“Option”) for every two shares, to raise $5.0 million and the public listing of the shares of the Company on the Australian Securities Exchange (“ASX”).

.2 The Company may accept oversubscriptions of up to 10,000,000 shares at an issue price of $0.20 per share, together with one free attaching Option for every two shares, to raise an additional $2 million before capital raising costs. The minimum subscription is 15,000,000 shares at an issue price of $0.20 per share to raise $3 million.

.3 This report has been prepared in accordance with the general disclosure requirements of the Corporations Act 2001 to assist investors make an informed assessment of the financial position and performance of Walla.

.4 The future prospects of Walla, other than the preparation of a Pro-Forma Statement of Financial Position, assuming completion of the proposed transactions, are not addressed in this report. This report also does not address the rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated with the investment.

RSM Bird Cameron Corporate Pty Ltd8 St Georges Terrace Perth WA 6000GPO Box R1253 Perth WA 6844T +61 8 9261 9100 F +61 8 9261 9102www.rsmi.com.au

1RSM Bird Cameron Corporate Pty Ltd ABN 82 050 508 024AFS Licence No 255847

Major Offices in:Perth, Sydney, Melbourne, Adelaide and Canberra

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the Directors of RSM Bird Cameron. RSM Bird Cameron is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. RSM International is the name given to a network of independent accounting and consulting firms each of which practices in its own right. RSM International does not exist in any jurisdiction as a separate legal entity.

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2. Background

.1 The Company was incorporated on 8 September 2010 as a wholly owned subsidiary of Prime Fines Pty Ltd, with issued share capital of $1,000 comprising 1,000,000 ordinary shares at $0.001 per share together with 500,000 free attaching Options.

.2 The principal activity of the Company is the exploration for economic mineral deposits.

.3 In December 2010, $5,000 of seed capital was issued to Lake Mina Holdings Pty Ltd (“Lake Mina”), comprising 14,000,000 ordinary shares with 7,000,000 free attaching Options.

.4 The company issued $300,000 of seed capital to investors on 7 February 2011, comprising 3,000,000 ordinary shares at $0.10 per share with 1,500,000 free attaching Options. A further 750,000 ordinary shares were issued as promoter stock on 8 February 2011 with 750,000 free attaching Options as an introduction fee to Plato Holdings Pty Ltd as trustee for the RM Trust.

PCS Royalty Agreement

.5 Walla signed a royalty agreement on 15 November 2010 with Lake Mina as trustee for the Lake Mina Trust and Pacific Corporate Services (Aus) Pty Ltd (“PCS”) whereby Walla has granted a royalty to PCS or its nominee, Lake Mina, as partial consideration for providing advisory services in relation to the listing of Walla on the ASX (“the PCS Royalty Agreement”).

.6 The royalty relates to all interests in mining tenements held by Walla and comprises two elements:

• Freight On-Board Royalty – being a monthly royalty of 2% of the revenue generated from the extraction, exploration, production and/or sale of base metals from tenements, less shipping costs; and

• Net Smelter Royalty – monthly royalty of 2% of the revenue generated from the extraction, exploration, production and/or sale of precious metals from tenements, less the costs of production.

.7 The PCS Royalty Agreement will terminate after 3 years if Walla has not been accepted to the Official List of the ASX or been taken-over by a public company or had its assets acquired by a public company.

BlueKebble Option Deed

.8 On 12 September 2010, Walla signed an option agreement with BlueKebble Pty Ltd (“BlueKebble”) to acquire the rights, title and interest in nine mining tenements (“the BlueKebble Option Deed”), in return for consideration of:

• 15,000,000 ordinary fully paid shares in the Company;

• 7,500,000 options to subscribe for ordinary shares in the Company exercisable at $0.20 each on or before 30 November 2015; and

• $150,000 in cash.

.9 The tenement portfolio specified in the BlueKebble Option Deed consisted of six granted tenements, one pending grant and two applications located in Queensland, the Northern Territory and New South Wales (“the BlueKebble Tenements”). All tenements have been granted at the date of this report.

.10 In addition to the consideration payable on settlement above, the BlueKebble Option Deed also grants BlueKebble a future royalty comprising:

• Freight On-Board Royalty – being a monthly royalty of 2% of the revenue generated from the extraction, exploration, production and/or sale of base metals from the BlueKebble Tenements, less shipping costs; and

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• Net Smelter Royalty – monthly royalty of 2% of the revenue generated from the extraction, exploration, production and/or sale of precious metals from the BlueKebble Tenements, less production costs.

.11 The option fee paid was $1 and the option expiry date is 30 November 2011. Settlement is conditional on Walla being successfully admitted to the Official List of the ASX.

.12 Further details on Walla’s projects are detailed in Section 2 of the Prospectus.

.13 Walla is now seeking to raise $5 million and obtain a public listing of the shares on the ASX. The funds raised will be used to cover the costs of the offer, exploration expenditure and ongoing working capital.

3. Scope of Examination

3.1. You have requested RSM Bird Cameron Corporate Pty Ltd to prepare an Investigating Accountant’s Report (“Report”) for inclusion in the Prospectus covering the following information:

• The Unaudited Statement of Comprehensive Income of Walla for the period ended 10 June 2011;

• The Unaudited Statement of Financial Position of Walla as at 10 June 2011;

• The Pro-Forma Statement of Financial Position of Walla as at 10 June 2011, assuming the completion of transactions summarised in Section 6 of this Report; and

• The notes to the Financial Information.

3.2. The financial information has been prepared and presented in accordance with the accounting policies set out in Note 1 to the Financial Information.

3.3. Our review has been conducted in accordance with the Australian Auditing Standard on Review Engagements ASRE 2405. We made such enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:-

• an analytical review of all the financial information presented, including a review of the reasonableness of the adjustments used to compile the unaudited Pro-Forma Statement of Financial Position as at 10 June 2011;

• a comparison of consistency in the application of the recognition and measurement principles in Accounting Standards (including Australian Accounting Interpretations) and the accounting policies adopted by the Company and disclosed in Note 1 of the Appendix to this report;

• inspection of financial records; and

• enquiries of directors and management.

3.4. These procedures were substantially less in scope than that which would be required in an audit examination conducted in accordance with Australian Auditing Standards, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

4. Responsibility

4.1. The Directors are responsible for the preparation of the Historical and Pro-Forma Financial Information.

4.2. It is our responsibility to review the Historical and Pro-Forma Financial Information and report thereon. We disclaim any responsibility for any reliance on this report or the financial information to which it relates for any other purpose other than for which it is prepared. This report should be read in conjunction with the rest of the Prospectus.

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5. Subsequent Events

5.1. Apart from the matters dealt with in this report, having regard to the scope of our work, to the best of our knowledge and belief, no material transactions or events outside the ordinary business of the Company have come to our attention that are not otherwise disclosed in this Prospectus, which require further comment upon or adjustment to, the information referred to in this report, or which would cause the information in this report to be misleading.

6. Assumptions Adopted in Compiling the Pro-Forma Financial Information

6.1. The Pro-Forma Statement of Financial Position of Walla has been included for illustrative purposes only. The Pro-Forma Statement of Financial Position as at 10 June 2011 has been prepared by adjusting the Unaudited Statement of Financial Position as at that date to reflect the financial effects of the following transactions as if they had occurred at 10 June 2011:

i) The issue of 25,000,000 fully paid ordinary shares at $0.20 each to raise $5,000,000 and 12,500,000 free attaching Options pursuant to this Prospectus (“the Capital Raising”);

ii) The payment of costs associated with the Capital Raising, estimated to be $628,400, some of which have been incurred but not paid prior to the Capital Raising - these costs have been netted against share capital raised;

iii) The issue of 15,000,000 fully paid ordinary shares at $0.20 each, 7,500,000 free attaching Options and payment of $150,000 cash to BlueKebble as consideration for tenements acquired under the terms of the BlueKebble Option Deed; and

iv) The payment of estimated stamp duty costs of $150,000 in relation to the above transactions.

7. Review Statement on Historical and Pro-Forma Financial Information

7.1. Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the financial information set out in the Appendix to this Report does not present fairly:

• The Unaudited Statement of Comprehensive Income of Walla for the period ended 10 June 2011 prepared as if the transactions summarised in Section 6 of this report had taken place prior to the commencement of the period;

• The Unaudited Statement of Financial Position of Walla as at 10 June 2011; and

• The Pro-Forma Statement of Financial Position of Walla as at 10 June 2011 adjusted to include the effects of the Capital Raising proposed in the Prospectus and the completion of the other transactions summarised in Section 6 of this report.

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8. Declaration

8.1. RSM Bird Cameron Corporate Pty Ltd is a licensed investment adviser under the Corporations Act 2001 and is beneficially owned by the directors of RSM Bird Cameron, a large national firm of chartered accountants.

8.2. Mr A J Gilmour FCA is a director and representative of RSM Bird Cameron Corporate Pty Ltd and a director of RSM Bird Cameron. He has professional qualifications and experience appropriate to the advice offered.

8.3. RSM Bird Cameron Corporate Pty Ltd has acted as Investigating Accountant for the Company but has not been involved in the preparation of any other part of this Prospectus. Accordingly, we make no representations as to the completeness and accuracy of the information in any other part of this Prospectus. RSM Bird Cameron Corporate Pty Ltd has not made and will not make any recommendation, through the issue of this report, to potential investors in the Company as to the merits of the investment.

8.4. RSM Bird Cameron Corporate Pty Ltd will receive a fee for the preparation of this report based on actual hours spent on the assignment at normal professional rates. RSM Bird Cameron Partners are the appointed auditors of the Company and will receive a fee for this service in line with standard professional rates. With the exception of the above fees, neither Mr A J Gilmour nor RSM Bird Cameron Corporate Pty Ltd will receive any other benefits, either directly or indirectly, from the preparation of this report and have no pecuniary or other interest which could be regarded as affecting the ability to provide an unbiased opinion in relation to the proposed transaction.

8.5. RSM Bird Cameron Corporate Pty Ltd has consented to the inclusion of this report in the Prospectus in the form and context in which it appears. At the date of this report, this consent has not been withdrawn.

Yours faithfully

A J GILMOURDirector

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WALLA MINES PTY LTDSTATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD 1 JULY 2010 TO 10 JUNE 2011

Unaudited Unaudited

Period ended Period ended

10 Jun 201110 Jun 2011

$$

Administration expensesAdministration expensesAdministration expenses 46,696 46,696

Total expensesTotal expensesTotal expenses 46,69646,696

Loss before income taxLoss before income taxLoss before income tax (46,696) (46,696)

Income tax expenseIncome tax expenseIncome tax expense --

Loss after income tax expenseLoss after income tax expenseLoss after income tax expense (46,696) (46,696)

Other comprehensive income net of taxOther comprehensive income net of taxOther comprehensive income net of tax --

Total comprehensive loss for the year attributable to membersTotal comprehensive loss for the year attributable to membersTotal comprehensive loss for the year attributable to members (46,696) (46,696)

Note: The Statement of Comprehensive Income should be read in conjunction with the notes to the financial information.

Appendix A – Historical and Pro-Forma Financial Information

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WALLA MINES PTY LTDSTATEMENT OF FINANCIAL POSITION

AS AT 10 JUNE 2011

Unaudited 10 Jun 11

Pro-forma transactions

Unaudited Pro-forma

Notes $ $ $

Current Assets

Cash 2 10,224 4,071,600 4,081,824

Other debtors 3 245,281 (210,859) 34,422

Total Current Assets 255,505 3,860,741 4,116,246

Non-Current AssetsExploration and Evaluation Expenditure 4 107,728 3,300,000 3,407,728

Loans receivable 246,071 - 246,071

Total Non-Current Assets 353,799 3,300,000 3,653,799

Total Assets 609,304 7,160,741 7,770,045

Liabilities

Trade creditors 5 275,000 (210,859) 64,141

Total Liabilities 275,000 (210,859) 64,141

Net Assets 334,304 7,371,600 7,705,904

Equity

Issued Capital 6 381,000 7,371,600 7,752,600

Accumulated Losses 7 (46,696) - (46,696)

Share-Based Payment Reserve 8 - - -

Total Equity 334,304 7,371,600 7,705,904

The Pro-Forma Statement of Financial Position represents the Unaudited Statement of Financial Position as at 10 June 2011 adjusted for the pro-forma transactions outlined in Section 6 relating to the issue of shares pursuant to this Prospectus and other transactions. The Statements of Financial Position should be read in conjunction with the notes to the financial information.


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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that have been adopted in the preparation of financial information are:

a. Basis of Preparation

The financial information has been prepared in accordance with the recognition and measurement, but not all the disclosure requirements of Australian Accounting Standards (including Australian Accounting Interpretations), and the Corporations Act 2001.

Historical cost convention

The financial information has been prepared under the historical cost convention, as modified by the revaluation of certain assets, where appropriate.

Critical accounting estimates and judgements

The preparation of financial information in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.

b. Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Company’s activities as described below.

Revenue is measured at the fair value of the consideration received or receivable. Interest is recognised using the effective interest rate method.

Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid.

c. Exploration and Evaluation Expenditure

Mining tenements are carried at cost, less accumulated impairment losses.

Mineral exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area of interest or sale of that area of interest, or where exploration and evaluation activities have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in or in relation to, the area of interest are continuing.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.


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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

d. Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the notional income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred income tax is recognised for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

e. Impairment of assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of impairment at each reporting date.


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2. CASH AND CASH EQUIVALENTS

Unaudited Unaudited

10 Jun 2011 Pro-forma

$ $

Cash at bank 10,224 4,081,824

Cash at 10 June 2011 10,224

Adjustments arising in the preparation of the pro-forma balance are summarised as follows:

Proceeds from the issue of 25,000,000 ordinary shares pursuant to the Prospectus (paragraph 6.1(i)) 5,000,000Payment of capital raising costs (paragraph 6.1(ii)) (628,400)Payment for acquisition of mining interests under the BlueKebble Option Deed (paragraph 6.1(iii)) (150,000)

Payment of estimated stamp duty (paragraph 6.1(iv)) (150,000)

4,071,600

Pro-forma balance 4,081,824

3. OTHER DEBTORS

Unaudited Unaudited


$ $

Prepaid transaction costs 210,859 -

GST receivable 34,422 34,422

Total 245,281 34,422

Other debtors at 10 June 2011 245,281


Prepaid capital raising costs to be settled on listing (paragraph 6.1 (ii))Prepaid capital raising costs to be settled on listing (paragraph 6.1 (ii)) (210,859)

(210,859)

Pro-forma balance 34,422


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4. EXPLORATION AND EVALUATION EXPENDITURE

Unaudited Unaudited


$ $

Exploration and evaluation expenditure 107,728 3,407,728

Exploration and evaluation expenditure at 10 June 2011 107,728


Payment for acquisition of mining interests under the BlueKebble Option Deed (paragraph 6.1(iii)) 3,150,000

Payment of estimated stamp duty (paragraph 6.1 (iv)) 150,000

3,300,000

Pro-forma balance 3,407,728

5. TRADE CREDITORS

Unaudited Unaudited


$ $

Trade creditors 275,000 64,141

Trade creditors at 10 June 2011 275,000


Prepaid capital raising costs to be settled on listing (paragraph 6.1(ii)) (210,859)

Pro-forma balance 64,141


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6. CONTRIBUTED EQUITY

Number of ordinary

shares $

Issued at incorporation (at $0.001 per share) 1,000,000 1,000

Seed capital issued in December 2010 (at $0.0003571 per share) 14,000,000 5,000

Seed capital issued in February 2011 at $0.10 per share 3,000,000 300,000

Promoter capital issued in February 2011 at $0.10 per share 750,000 75,000

As at 10 June 2011 18,750,000 381,000


Fully paid ordinary shares issued at $0.20 pursuant to the Prospectus (paragraph 6.1(i)) 25,000,000 5,000,000Costs associated with the share issue pursuant to the Prospectus (paragraph 6.1(ii)) - (628,400)Fully paid ordinary shares issued at $0.20 as part consideration for the acquisition of mining tenements under the BlueKebble Option Deed (paragraph 6.1(iii)) 15,000,000 3,000,000

40,000,000 7,371,600

Pro-forma balance 58,750,000 7,752,600

Oversubscription

The Prospectus has provision to accept oversubscriptions of up to a further 10,000,000 shares to raise up to a further $2.0 million.

In this situation the costs associated with the share issue would increase to $730,600, the cash at bank balance would increase by $1,897,800 to $5,979,624 and the contributed equity would increase by $1,897,800 to $9,650,400. The total number of shares on issue would be 68,750,000 and the total number of options outstanding would rise to 34,750,000.

Minimum Subscription

The minimum subscription provided for in the Prospectus is 15,000,000 shares to raise $3.0 million.

In this situation the costs associated with the share issue would decrease to $526,400, the cash at bank balance would fall by $1,898,000 to $2,183,824, the contributed equity would decrease by $1,898,000 to $5,854,600. The total number of shares on issue would be 48,750,000 and the total number of options outstanding would be 24,750,000.


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7. ACCUMULATED LOSSES

Unaudited Unaudited


$ $

Accumulated losses (46,696) (46,696)

8. SHARE BASED PAYMENT RESERVE

Number of options $

Free attaching options on incorporation 500,000 -

Free attaching options on seed capital issued in December 2010 7,000,000 -

Free attaching options on investor capital issued in February 2011 1,500,000 -

Free attaching options on promoter capital issued in February 2011 750,000 -

As at 10 June 2011 9,750,000 -

Adjustments arising in the preparation of the pro-forma balance are summarised as followsAdjustments arising in the preparation of the pro-forma balance are summarised as follows

Free attaching options issued pursuant to the Prospectus (paragraph 6.1(i)) 12,500,000 -Free attaching options issued as part consideration for the acquisition of mining tenements under the BlueKebble Option Deed (paragraph 6.1(iii)) 7,500,000 -

20,000,000

Pro-forma balance 29,750,000 -

All share options are exercisable at $0.20 each on or before 30 November 2015.

9. RELATED PARTY DISCLOSURE

(a) The Directors of Walla at the date of this report are Daryl Smith, Anthony Karam, Carlos Popal, Graeme Allan and Shane Casley.

(b) Directors’ holdings of shares, directors’ remuneration and other directors’ interests are set out in Section 10 “Additional Information” of the Prospectus.


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10. COMMITMENTS AND CONTINGENT LIABILITIES

The Company has budgeted $0.935 million for exploration expenditure in year 1 and $1.686 million in year 2, assuming full subscription to the Prospectus. However, it is at the Company’s option as to whether the expenditure is incurred.

Under the terms of the BlueKebble Option Deed, Walla has granted a future royalty of 2% of revenue generated from the sale of base metals (net of shipping costs) and precious metals (net of production costs) extracted from the BlueKebble Tenements.

Under the terms of the PCS Royalty Agreement, Walla has granted a future royalty of 2% of revenue generated from the sale of base metals (net of shipping costs) and precious metals (net of production costs) extracted from all tenements held by Walla.


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PHONE (618) 6211 5000 FAX (618) 6211 5055 ABN 83 662 050 668

POSTAL ADDRESS PO Box Z5433 St Georges Tce Perth WA 6831

ADDRESS Level 24, St Martin’s Tower, 44 St Georges Tce Perth WA 6000

28 July 2011

The DirectorsWalla Mines LimitedUnit 19 Level 2, 100 Railway Road SUBIACO WA 6008

Our Ref: 100483Solicitor: Simon Jenkins

Dear Sirs

Solicitor’s Report on Mining TenementsWalla Mines Limited (ACN 146 239 858)

This report has been prepared for inclusion in the prospectus to be issued by Walla Mines Limited (ACN 146 239 858) (“the Company”) dated on or about 29 July 2011 to raise up to $5,000,000 (“the Prospectus”). The offer in the Prospectus comprises the issue by the Company of up to 25,000,000 fully paid ordinary shares at $0.20 each together with one attaching option for every two shares issued, with the provision to accept oversubscriptions of up to 10,000,000 shares and 10,000,000 attaching options to raise a further $2,000,000.

We have been requested to report on the mining tenement interests to which the Company is entitled to or has acquired rights (“the Tenements”). Details of these mining tenement interests are listed in the attached Schedule of Tenements (“the Schedule”) which, together with the notes to the Schedule (“the Notes”) forms part of this report.

The Tenements are located in Queensland (“QLD Tenements”), Northern Territory (“NT Tenements”) and New South Wales (“NSW Tenements”) and are identified in the Schedule.

1. Searches

We conducted searches of the Tenements listed in the Schedule in the registers maintained by the Queensland Department of Employment, Economic Development and Innovation (DEEDI) on 10 June 2011 and on 24 June 2011 in respect of EPM 17685 and EPM 17672, the Northern Territory Department of Primary Industry, Fisheries and Mines (“DPIFM”) on 14 June, and the NSW Department of Primary Industries on 15 June (“NSW DPI”). We have also undertaken native title quick appraisal searches of DEEDI’s, DPIFM’s and NSW DPI’s electronic registers and cross checked those against the National Native Title Tribunal's (“NNTT”) electronic register in relation to the Tenements as at 10 June 2011.

As a result of those searches and our perusal of the material contracts set out in the Summary of Material Contracts (“the Agreements”), we consider this report provides an accurate statement, as at the date of the respective searches, as to the status of the Tenements and the interests of the Company

HT105311 PRICE SIERAKOWSKI PTY LTD (ACN 113 920 442) AN INCORPORATED LEGAL PRACTICE

SECtIon 7 SOLICITOr’S rePOrT ON MINING TeNeMeNTS

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in those Tenements. We have assumed the information in the registers maintained by DEEDI, DPIFM, NSW DPI and NNTT is accurate. The references in the Schedule to the areas of the Tenements are taken from details shown on DMP’s, DPIFM’s, NSW DPI and NNTT's electronic registers. No survey was conducted to verify the accuracy of Tenement areas.

We have further assumed that the various parties’ seals and signatures on all the Agreements are authentic, and that the Agreements are and were within the capacity and powers of those who executed them. We assume that all of the Agreements were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements of the parties to each of them concerning their respective subject matters.

2. General Information About Mining Tenements

2.1 Northern Territory

Exploration Licence (“EL”)

The NT Tenements comprise of two exploration licences EL 27117 and EL 27982, granted under the Mining Act 1980 (NT) (“NT Mining Act”). An exploration licence may be granted for a term not exceeding 6 years, and may be renewed for 2 further periods of 2 years at the Minister’s discretion.

An EL authorises the holder to enter onto the area covered by the EL with any necessary equipment for the purposes of exploring the area covered by that EL. An EL permits exploration for minerals and the undertaking of operations connected to such exploration, the holder of an EL may also extract and collect samples from that EL.

Under the NT Mining Act an EL must be reduced in size after the first 24 months and then at 12 month intervals after that, generally an EL must be reduced by 50% at a time though the Minister, on application, can waive this reduction.

All EL’s are subject to conditions considered standard throughout the mining industry in Australia.

Details about the NT Tenements are set out in the Schedule and the Agreements.

2.2 New South Wales

Exploration Licence (“EL”)

The NSW Tenement is exploration licence EL 7425 granted under the Mining Act 1992 (NSW) (“NSW Mining Act”).

The holder of an EL may carry out works on and remove samples from land for the purpose of testing its mineral bearing qualities. These rights are limited to the group or groups of minerals specified in the grant. The licensee has rights of way and rights to use water and timber.

In addition, there is a special category of EL known as a ‘low-impact exploration licence’ intended to comply with Section 26A of the (CTH) Native Title Act 1993. Low-impact exploration licences may be granted if the Minister is satisfied that the prospecting operations to be conducted are unlikely to have a significant impact on the particular land. The provisions of the NSW Mining Act applicable to ordinary exploration licences apply to low-impact

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exploration licences unless otherwise provided for in Part 3 Division 5 of that Act.

The term of an EL is determined by the Minister, however, it may not exceed five years. An EL may be renewed for up to five years by application to the Director-General of the NSW Department of Primary Industries.

The area over which an EL may be granted must be at least one unit but not more than 100 units. The land over which an EL is granted need not correspond to the size and shape of the land applied for but it cannot include any land which was not included in the application. Unless special circumstances apply, at least 50% of an EL must be relinquished upon renewal.

If a valid renewal application is not finally determined by the termination date of an EL, the EL continues to have effect (in relation to the land applied for) until the application is finally determined.

Details about the NSW Tenement are set out in the Schedule and the Agreements.

2.3 Queensland

Exploration Permit – Minerals (“EPM”)

The QLD Tenements comprise of six exploration permits, EPM 17672, EPM 17685, EPM 17938, EPM 17810, EPM 18596, EPM 17321 granted under the Mineral Resources Act 1989 (QLD) (“QLD Resources Act”).

An EPM authorises the entry to land specified in the permit. The EPM holder may enter (with vehicles, vessels, machinery and equipment) and explore on any land within the permit area (except the surface of a reserve, unless consent has been granted). At least seven days’ notice of intention to enter must be served on the owner of occupied land, unless the owner consents to a shorter period of notice. Such notice authorises entry for only three months, unless the owner consents to a longer period. An EPM may be granted either in respect of coal or in respect of all minerals other than coal.

An EPM can only be granted over sub-blocks. The area over which an EPM may be granted must not exceed 300 sub-blocks in respect of coal or 100 sub-blocks in respect of other minerals.

The term of an EPM is for a period up to five years. Where a permit was granted for less than five years, its term may be renewed so that the renewed term and the original term runs for up to five years in total. The Minister may grant or renew a permit, in particular circumstances, for a longer period than five years.

The Company lodged an application for renewal of EPM 17685 and EPM 17672 with DEEDI on 6 June 2011. It must be emphasised that as at 24 June 2011, these applications for renewal have not been approved by DEEDI.

Section 147C of the QLD Resources Act states that where there is a properly made application for the renewal of a EPM that is not withdrawn, refused or granted before the expiry date of the EPM and the Company continues to pay rent and comply with the terms and conditions of grant, then the EPM continues in force subject to the rights, entitlements and obligations in effect

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immediately prior to the end of the expiry day until the application is withdrawn, refused or granted.

If the EPM is renewed subject to new terms and conditions, these conditions apply from the later of:

(a) the start of the term of the renewed EPM, that is, the day after the expiry date; or

(b) the day the renewal is granted (Section 147E of the QLD Resources Act).

If the EPM continues in force in accordance with Section 147C of the QLD Resources Act, the Company must pay rental from the day after expiry at the rate it would that would have been payable from time to time, if the EPM had been renewed the day after expiry.

Although EPM’s 17685 and 17672 have not been renewed, the Company can expend money and conduct exploration activities on these EPM’s pursuant to the terms of their grant. The rights, entitlements and obligations of the Company are unaffected by the status of the renewal application, until the application is withdrawn, refused or granted.

DEEDI’s determination of the renewal applications can typically take up to 6 months and there is no guarantee that the renewal applications will be successful.

Section 139 of the QLD Resources Act requires that unless the Minister otherwise decides, the area of an EPM must be reduced by 50% at the end of the first two years after its grant, and by 50% of the remainder at the end of each subsequent year.

In respect of:

(a) EPM 17685, BlueKebble Pty Ltd has received a letter from the DEEDI requiring relinquishment of 4 sub-blocks. On 14 June 2011, BlueKebble Pty Ltd requested DEEDI to withdraw the requirement of this relinquishment. There can be no guarantee that DEEDI will agree to BlueKebble Pty Ltd’s request; and

(b) EPM 17672, BlueKebble Pty Ltd has not, as at the date of this letter, received a formal relinquishment notice from DEEDI. However, given the terms of Section 139 of the QLD Resources Act, it is likely that DEEDI will require a 50% relinquishment in the number of sub-blocks held.

Our searches have identified that the granted QLD Tenements EPM 18596 and EPM 17672 include sterile land. The Nature Conservation Act 1992 (QLD) (“NCA”) and associated regulations govern the effect that “sterile land” has on mining tenements in Queensland.

National parks are mapped as “sterile land” under DEEDI’s Interactive Resource and Tenure Maps. In accordance with the NCA, national parks are to be managed to provide, to the greatest possible extent, for the permanent preservation of the area’s natural condition and the protection of the area’s cultural resources and values.

Section 27 of the NCA prohibits, subject to Sections 34 and 35, the granting of a mining interest over national park land. Section 34 of the NCA provides

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that an EPM, mineral development licence or ML, may be granted over a protected area (defined to include national parks and resources reserves), but only where the grant is consistent with the management principles and any management plan approved for the area.

Details about the QLD Tenements are set out in the Schedule and the Agreements.

3. Aboriginal Sites

The Tenements are subject to the provisions of the Northern Territory Aboriginal Sacred Sites Act (NT) (“NT Sacred Sites Act”), the Aboriginal Cultural Heritage Act 2003 (QLD) (“ACH Act”) the National Parks and Wildlife Act 1974 (NSW) (“NPWA”) and Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (the “Commonwealth Heritage Act”).

3.1 Northern Territory

The Tenements may contain Aboriginal sacred sites. Sacred sites are sites that are sacred to Aboriginals or otherwise of significance according to Aboriginal tradition, and include any land that, under a law of the NT, is declared to be sacred to Aboriginals or of significance according to Aboriginal tradition.

The NT Sacred Sites Act protects sacred sites in the NT and will apply to those tenements in the NT. Any explorer or miner is required to work within the sacred site protection regime created by this legislation prior to any relevant ground disturbance. It is common practice for the relevant land council to also become involved. There will undoubtedly be sacred sites in respect of the tenure and there may be some sites registered on the Register kept under the NT Sacred Sites Act. Inspecting the Register does nothing more than indicate that some sacred sites have been registered. The only definitive method of investigating the possibility of the existence, location and extent of sites is for there to be a specific sacred site survey undertaken taking into account the proposed activities on the land.

It should be recognised that some custodians of sacred sites will only reveal the existence of a site if they believe that the site may be threatened by the proposed activity and it is therefore essential that the details of any proposed activity which generates the need for the survey encompasses the most likely greatest impact on the land if exploration is successful and a mine eventuates.

3.2 Queensland

The Tenement holder’s duty of care under the ACH Act may be complied with a number of ways including either:

(a) entering into a voluntary cultural heritage management agreement pursuant to Section 23(3)(a)(ii) of the ACH Act with the Aboriginal party;

(b) developing and registering an approved Cultural Heritage Management Plan pursuant to Section Part 7 of the ACH Act with the Aboriginal party for the particular area;

(c) entering into an Indigenous Land Use Agreement or another type of native title agreement that addresses the issues of cultural heritage;

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(d) where applicable, complying with the Native Title Protection Conditions; or

(e) at minimum, adhering to the Duty of Care Guidelines (which form part of the ACH Act).

The tenement holder is required to comply with this legislation irrespective of whether native title exists on the land.

3.3 New South Wales

The NPWA is aimed at the preservation and protection of any Aboriginal places and objects that may be located on the Tenements.

Under the NPWA, the Minister administering the NPWA may declare a place to be protected where that place is deemed to have special significance to Aboriginal culture.

It is an offence to destroy, deface, damage or desecrate, or cause or permit to cause the destruction, defacement, damage or desecration of, an Aboriginal object or Aboriginal place without a heritage impact permit issued by the Director-General of the Department of Environment and Conservation pursuant to Section 90 of the NPWA. There is a defence to this offence where a party acts with due diligence and reasonable precaution.

3.4 Commonwealth

The provisions of the Commonwealth Heritage Act may also apply to the Tenements. This Act contains provisions designed to preserve and protect from injury or desecration areas and objects which are of particular significance to Aboriginal people in accordance with Aboriginal tradition. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with Aboriginal tradition.

The Company must ensure that any interference with such sites is in strict conformity with the provisions of the Commonwealth Heritage Act, the Queensland Heritage Act, the NT Sacred Sites Act, and the NPWA.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that an Aboriginal site attracting the provisions of the Commonwealth Heritage Act, the ACH Act, the NT Sacred Site Act, or the NPWA is located on the Tenements.

4. Native Title Legislation

Judicial recognition of native title at common law occurred in Mabo v Queensland (No 2) (Mabo), a decision of the High Court of Australia on 3 June 1992. Generally native title rights to land will be recognised where:

(a) the claimants can establish that they have maintained a continuous connection with the land in accordance with their traditional laws and customs since British settlement in 1788; and

(b) the native title rights have not been lawfully extinguished.

The High Court held in Mabo that native title rights can be lawfully extinguished by certain government legislation and executive actions which are not inconsistent with native title. In order for extinguishment to be lawful

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the extinguishment must comply with the obligations imposed by the Racial Discrimination Act 1975 (Cth).

After Mabo, considerable uncertainties existed about the validity of proprietary rights in Australia, including mining tenements. To address those uncertainties the Commonwealth Parliament responded by passing the Commonwealth Native Title Act 1993 (Cth) (“NTA”). The NTA commenced on January 1994 and was substantially amended in 1998 in response to the decision of the High Court in Wik v Queensland. The Wik case recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease. In summary the NTA:

(c) provides for recognition and protection of native title;

(d) sets up mechanisms for determining claims for native title such as the “right to negotiate” which allows native title claimants to be consulted in relation to certain mining and other developments;

(e) make valid certain “past acts” which would otherwise be invalidated because of native title;

(f) establish ways in which “future acts” (e.g. the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases) affecting native title may proceed and how native title rights are protected, including rights to compensation; and

(g) provides a process by which claims for native title and compensation can be determined.

The High Court decision of Ward v Western Australia and South Australia (2002) HCA 28 (8 August 2002) established that where tenure such as a pastoral lease is granted, native title is extinguished to the extent that it is inconsistent with the rights conferred by the pastoral lease.

5. Native Title Claims

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. Once a native title claim has been lodged, the Court will refer the application to the Native Title Registrar. The Native Title Registrar must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements set out by the NTA.

If the Native Title Registrar is satisfied the lodged claim meets the registration requirements set out in the Commonwealth Act ("Registration Test”) it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal (“Register”). Claimants of registered claims are afforded certain procedural rights under the Commonwealth Act including the “right to negotiate”.

Claims which fail to meet the Registration Test are recorded on the Tribunal’s Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test.

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Existing pastoral leases on land the subject of the Tenements extinguish the right of native title claimants to control the land, restrict access to the land and require permission for acts to be done.

Where the Tenements relate to land which is currently the subject of a determined native title claim, the determination may provide that, in respect of the determination area there is no native title right or interest in minerals as defined by the relevant mining acts.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that the native title determination may be challenged, or the possibility of any further claims being made in the future.

6. Validity of the Tenements

6.1 Tenements granted prior to 1 January 1994

The NTA permits a State to validate ‘past acts’. Under the NTA mining tenements granted prior to 1 January 1994 are deemed to be valid. With respect to the Tenements that were granted prior to 1 January 1994, native title (if any exists) has been suspended by their grant. To the extent that the exercise of native title rights and interests is inconsistent with the exercise of the rights conferred by those Tenements, the rights under each particular Tenement will have priority for the term of the relevant grant.

There are no Tenements granted prior to January 1994.

6.2 Tenements granted between 1 January 1994 and 23 December 1996

Some State Governments granted some mining tenements during the period between 1 January 1994 and 23 December 1996 without complying with the requirements of the NTA. Accordingly, there is a risk that some tenements granted in this period may be invalid as a result of non compliance with the NTA. This risk has been removed by the 1998 amendments to the NTA and corresponding State legislation so far as the Tenements were granted over land which is the subject of a pastoral lease or other prescribed leasehold land.

There are no Tenements granted between 1 January 1994 and 23 December 1996.

6.3 Tenements granted since 23 December 1996

Mining Tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the future act procedures set out in paragraph 6.4 below were followed by the relevant parties. We have not been instructed to analyse whether or not the relevant NTA procedures were followed in relation to each Tenement, but are not aware of any reason why they would be regarded as not being validly granted.

All of the Tenements were granted after 23 December 1996.

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6.4 Future Tenement Grants

The valid grant of any mining tenement which may affect native title requires full compliance with the provisions of the NTA in addition to compliance with the usual procedures under the relevant State or Territory mining legislation. The primary procedure prescribed under the NTA is the “right to negotiate” process.

The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a 6 month period of negotiation between the State or Territory Government, the tenement applicant and the relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the National Native Title Tribunal (“NNTT”), which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the expedited procedure applies. Under the NTA, a future act is an act attracting the expedited procedure if:

(a) the act is not to interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land; and

(b) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the native title in relation to the land; and

(c) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

When the proposed future act is considered to be one that attracts the expedited procedure, persons have until 3 months after the notification date to take steps to become a native title party in relation to the relevant act (for example the proposed granting of an exploration licence). The future act may be done unless, within four months after the notification day, a native title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.

If there are no objections lodged within the four month period, the act may be done. If one or more native title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is, the State or Territory may do the future act (i.e. grant an exploration licence).

Further, the right to negotiate process does not have to be pursued in cases where an Indigenous Land Use Agreement (“ILUA”) is negotiated with the relevant Aboriginal people and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the tenement. These procedures will vary depending on the terms of the ILUA.

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7. Renewals and Extensions of Tenements

As with the granting of mining tenements, renewals and extensions of mining tenements granted prior to 1 January 1994, to the extent the renewals were invalid due to native title, have been validated by legislation.

Renewals of mining tenements granted between 1 January 1994 and 23 December 1996 have been similarly validated provided certain statutory criteria have been met.

Renewals made after 23 December 1996 of tenements validly granted before that date will not be subject to the right to negotiate process provided:

(a) the area to which the earlier right is made is not extended;

(b) the term of the new right is not longer than the term of the earlier right; and

(c) the rights to be created are not greater than the rights conferred by the earlier grant.

There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the Courts.

Other than as stated above, renewals of mining tenements are subject to the same right to negotiate process as is described in paragraph 6.4 above.

8. Material Contracts Which Affect the Tenements

Set out below is a summary of the contracts to which the Company is a party which affect the tenements and that may be material in terms of the Offer for the operation of business of the Company or otherwise may be relevant to a potential investor in the Company.

The whole of the provisions of the agreements are not repeated in this report.

8.1 Option Deed between the Company and BlueKebble Pty (“BlueKebble Option Agreement”)

On 12 September 2010, Walla Mines Pty Ltd (ACN 146 239 858) (now “the Company”) entered into an option deed with BlueKebble Pty Ltd (ACN 116 988 508) (“BlueKebble”) varied by a deed dated 29 January 2011 and Letter dated 12 July 2011 (“Option Deed”) to acquire 100% of the legal and beneficial interest in the following mining tenements (“Option”): EPM 17672; EPM 17685, EPM 17938, EPM 17810, EPM 18596, EPM 17321, EL 27117, EL 27892, and EL 7425, (together the “Tenements”).

The material terms of the Option Deed are as follows:

(a) The option period commenced on the execution date (12 September 2010) and expires on 30 November 2011 (“Option Period”). The Option may be exercised at any time during the Option Period.

(b) The consideration payable by the Company to BlueKebble for the grant of the Option is AUS$1.00 (“Option Fee”). The Option Fee will be retained by BlueKebble if the Option is not exercised.

(c) The purchase price for the Tenements is:

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(i) 15,000,000 ordinary fully paid shares in the Company (“Consideration Shares”);

(ii) 7,500,000 options, each to acquire one ordinary fully paid share in the Company, exercisable at $0.20 each on or before 30 November 2015 (“Consideration Options”); and

(iii) AU$150,000.

(d) The Company must pay all rates, rental, taxes and other liabilities assessed upon or payable by BlueKebble in its capacity as the legal owner of the Tenements during the option period and, if the Option is granted, up to settlement of the sale of the Tenements.

(e) Settlement of the sale and purchase of the Tenements is conditional on the Company receiving written notice from ASX on or before 31 December 2011 (or such other date agreed between the parties) that the Company will be admitted to the Official List of ASX subject to conditions precedent acceptable to the Company (“Condition”).

(f) Settlement of the sale and purchase of the Tenements will take place fourteen business days following the satisfaction or waiver of the Condition or such other date is agreed between the parties.

(g) At Settlement the Company will:

(i) issue the Consideration Shares and Consideration Options to BlueKebble;

(ii) pay to BlueKebble AU$150,000; and

(iii) grant to BlueKebble the following royalties (“BlueKebble Royalties”) payable by the Company to Bluekebble:

(A) a monthly royalty of 2% of the Freight-On-Board Revenue generated from the extraction, exploration, production and/ or sale of base metals from the Tenements, including but not limited to, manganese, bauxite, iron, copper, lead and phosphate; and

(B) a monthly royalty of 2% of the revenue generated from the extraction, exploration, production and/ or sale of precious metals from the Tenements, including but not limited to, gold, silver and uranium, minus the costs of productions.

(h) Interest at 6% must be paid on any part of the BlueKebble Royalties that is not paid on the dates required under the Option Deed.

(i) At Settlement, BlueKebble will be entitled to nominate one person to the board of the Company (“BlueKebble Director”). The appointment of the BlueKebble Director will be effective immediately but will be subject to shareholder approval at the next annual general meeting of the Company.

(j) BlueKebble may not assign or dispose of all or any of the Tenements to any third party unless the third party executes a deed of covenant in favour of the Company to be bound and observe the provisions of the Option Deed.

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(k) The Option Deed contains additional provisions including warranties and indemnities in favour of the Company to be bound and observe the provisions of the Option Deed.

(l) The Option Deed contains additional provisions including warranties and indemnities by the Company in favour of BlueKebble considered standard is an agreement of this type.

8.2 Deed of Trust

On 4 April 2009 a Deed of Trust (“Deed”) was executed between Pedro Kastellorizos (“Trustee”) and BlueKebble Pty Ltd (ACN 116 988 508) (“Beneficiary”).

Under the Deed, the Trustee agreed to apply for, and to hold on trust for the Beneficiary, NSW Exploration Licence EL 7425.

8.3 Arrangements with Pacific Corporate Services

On 15 November 2010, Pacific Corporate Services Pty Ltd (ACN 146 770 121) (“PCS”) provided an engagement letter (“Engagement Letter”) to the Company confirming the key terms of PCS’s engagement to provide services to aid the Company with listing on the Official List of the ASX (“the IPO”).

The Company’s representative, Daryl Smith, signed the Engagement Letter on 17 November 2010, confirming the Company’s acceptance of the Engagement Letter’s proposal.

The material provisions of the Engagement Letter are as follows:

(a) The Company proposed to issue a prospectus (“Prospectus”) to raise $6,000,000 by the issue of 30,000,000 shares at an issue price of $0.20. Every two shares will posses one free attaching option exercisable at $0.20 on or before 30 November 2015 (“Options”) with provision to accept a minimum subscription and oversubscriptions.

(b) The Company has engaged PCS to provide the following services in respect of the IPO (“the Services”):

(i) aid in the acquisition of projects to form part of the IPO;

(ii) obtain advice from professionals and advise on suitable structures for the Company’s projects; and

(iii) prepare the Prospectus.

(c) PCS or its nominee will provide $5,000 as seed capital to the Company.

(d) PCS or its nominee agrees to enter into a restriction agreement in the form required by ASX.

(e) In consideration for PCS providing the Services the Company will provide PCS or its nominee with the following consideration:

(i) 14,000,000 fully paid ordinary shares in the Company;

(ii) 1 free option with every 2 shares on the same terms and conditions as the Options;

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(iii) $250,000 excluding GST;

(iv) a net smelter royalty of 2% on any revenue generated from precious metals; and

(v) a 2% freight on board royalty on any revenue generated from base metals.

(f) PCS nominated Lake Mina Holdings Pty Ltd as its nominee for the payment of $5,000 seed capital referred to in clause 8.3(c), the allotment of the shares referred to in paragraph 8.3(e)(i) and the attaching options referred to in paragraph 8.3(e)(ii) of this report and Lake Mina Holdings Pty Ltd (as bare trustee for the Lake Mina Trust, whose beneficiaries are associated with PCS) agreed to enter into a restriction agreement as required by the ASX.

On 15 November 2010, the Company also entered into a royalty agreement with Lake Mina Holdings Pty Ltd (ACN 140 948 321) as trustee for the Lake Mina Trust (“Lake Mina”) and Pacific Corporate Services (Aus) Pty Ltd (ACN 146 770 121) (“PCS”) (“Royalty Agreement”).

The material terms of the Royalty Agreement are as follows:

(a) The Company grants to PCS (or its nominee):

(i) a monthly royalty of 2% of Freight on Board revenue generated from the extraction, exploration, production and/or sale of base metals from the Tenements, including but not limited to, manganese, bauxite, iron, copper, lead and phosphate. The Freight on Board revenue means the revenue generated from the sale of product produced or extracted from the Tenements, minus shipping costs to transport the product to its purchaser; and

(ii) a monthly royalty of 2% of the revenue generated from the extraction, exploration, production and/or sale of precious metals from the Tenements, including but not limited to gold, silver, and uranium, minus the costs of production,

(together the “PCS Royalties”) as part consideration for PCS providing the Services, being the royalty referred to in paragraph 8.3(e)(iv) and (v) above.

(b) PCS nominated Lake Mina as its nominee to receive the PCS Royalties and the Company shall pay Lake Mina all income that PCS would derive from the PCS Royalties.

(c) Interest at 6% must be paid on any part of the PCS Royalties that is not paid on the due dates required under the Royalty Agreement.

(d) The Royalty Agreement will terminate if any of the following have not occurred within 3 years of the Royalty Agreement being executed:

(i) the Company being accepted to the Official List of the ASX;

(ii) the Company receiving a takeover offer from a public company; or

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(iii) the Company receiving an offer from a public company to purchase some or all of its assets.

9. Compliance

The Company’s interest in or rights in relation to the granted Tenements are subject to the holder continuing to comply with the respective terms and conditions of the granted Tenements under the provisions of the NT Mining Act, the Mineral Resources Act (1989) of Queensland and the Mining Act (1992) of NSW regulations made pursuant to that legislation, together with the conditions specifically applicable to any granted mining tenement. The searches that we have carried out in relation to the Tenements do not reveal any failure to comply with the conditions in respect of each of the granted mining tenements.

10. Qualifications

While the status of the Tenements is dealt with in detail in the Schedule and the Notes to the Schedule we point out by way of summary, that:

(a) we have assumed that all searches conducted on our behalf by the departments are complete and accurate as at the time the searches were conducted;

(b) we have assumed that all information or advice, whether oral or written provided to us by the Company, its officers, employees, agents or representatives is accurate and complete;

(c) in relation to each tenement renewal application we express no opinion as to whether such tenement renewal application will ultimately be granted, (including whether relevant Ministerial consent will be obtained) nor the conditions to which such tenement renewal application may be granted or may not be granted subject to; and

(d) in relation to the native title determination outlined in this report we do not express an opinion on the merits of such determination.

11. Consent

This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

PRICE SIERAKOWSKI

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95LTD


16

Native Title Notes

1. Short Name: Traveston Crossing Dam ILUA

ILUA Type: Area Agreement

Tribunal Number: QI2007/003

Date Registered: 14/04/2008

Claim Status: Registered

Local Government Region: Gympie Regional Council, Sunshine Coast Regional Council

Applicant Name: Queensland Water Infrastructure Pty Ltd

2. Application Name: Port Curtis Coral Coast

Tribunal Number: QC01/29

Federal Court Number: QUD6026/01



Current Status: Active

Notification Status: Notification Complete

In Mediation: Yes

3. Application Name: Gudjala People

Tribunal Number: QC05/6

Federal Court Number: QUD80/05




Notification Status: Notification Complete

In Mediation: No (ceased)

4.

Application Name: Gundungurra Tribal Council Aboriginal Corporation #6

Tribunal Number: NC97/7

Federal Court Number: NSD6060/98




Notification Status: Complete

In Mediation: Yes

5. Application Name: North Calvert Hills

Tribunal Number: DC01/32

Federal Court Number: NTD6032/01

HT105311

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17




Notification Status: CompleteIn Mediation: No (ceased)

6. Application Name: Pungalina






Notification Status: CompleteIn Mediation: No

7. Short Name: Tanami Exploration Central Land Council ILUA

ILUA Type: Area Agreement

Tribunal Number: DIA2001/001



Local Government Region: Central Desert Shire

Applicant Name: Central Land Council

8. Application Name: Mary River West






Notification Status: CompleteIn Mediation: No (ceased)

General NotesGeneral Notes

1. The Tenement is subject to Sterile Land- 1748 Amamoor National Park.

2. The Tenement is subject to Sterile Land- NP 233 Cania Gorge National Park.

3 The Company lodged a caveat over EL 7425 on 7 March 2011, in respect of a Deed of option between Bluekebble Pty Ltd and Walla Mines Ltd.

4 The Company lodged a caveat (Dealing number 93154) over all of the NT Tenements on 7 March 2011.

5 The Company lodged an application for renewal with the DEEDI on 6 June 2011 in relation to this tenement. At the date of this report determination of the application is still pending.

6 Land over which previous exclusive possession acts have been granted as defined under s.23B of the Native Title Act 1993 (Cth).

HT105311

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SECtIon 8 rISK FACTOrS

8.1 INTrODuCTION

there are a number of risks and uncertainties, both specific to Walla Mines and of a general nature, which may

individually, or in some combination have a material adverse effect on Walla Mines, its activities and its share price.

There can be no guarantee that Walla Mines will achieve its stated objectives. Prospective investors should consider

both the risk factors described below, and other information contained within this Prospectus. This shouldn’t be

considered exhaustive of the risks faced by Walla Mines or investors in the Company.

Prior to investment in Walla Mines, potential investors should read the entire Prospectus and consider the following risk

factors in light of personal circumstances (including financial and taxation issues) and seek professional advice.

investors should note that share investment in mineral exploration is speculative and offers no guarantee of profitability,

dividends, return of capital, liquidity or the price the shares may trade on the ASX.

8.2 GeNerAL rISKS Future prospects of the Company’s business may be affected by external factors beyond Walla Mines control.

Financial performance of the Company can potentially be impacted by a number of business risks. These can apply to

companies generally and may include changes in economic, financial, market or regulatory conditions.

8.2.1 eCONOMIC CONDITIONSeconomic conditions (both domestic and global) may influence Walla Mines performance. factors such as: inflation;

interest rates; commodity supply and demand; and industrial disruption may have an impact on operating costs and

share market prices. The Company’s possible future costs, revenues and Share price can be altered by these factors

(all of which are beyond the control of the Company or its Directors). Neither Walla Mines, nor the Directors, warrants

the future performance of the Company or any return on an investment in the Company. In addition, Walla Mines’ ability

to raise additional capital - should it be required - may be affected.

8.2.2 SHAre MArKeT PerFOrMANCeThere are a number of general risks associated with the performance of share market investments. These could also

impact the price at which the Shares trade on the ASX. the market price of securities can fall and/or rise and may be

subject to a variety of unpredictable influences. these factors may materially affect the market price of the Company’s

Shares regardless of the Company’s operational performance.

8.2.3 CHANGeS IN LeGISLATION AND GOverNMeNT reGuLATIONGovernment legislation, including in relation to the resources industry and changes to the taxation system, may affect

future earnings and relative attractiveness of investing in the Company.

8.3 SPeCIFIC rISKSDescribed below are some specific risk factors that may impact on Walla Mines performance. Some of the risks may

be mitigated by the use of appropriate safeguards and systems, while others are outside the control of the Company.

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8.3.1 eXplOrAtiOn riSK The tenement interests described in this Prospectus are at various stages of exploration. Prospective investors should

understand that mineral exploration and development are speculative undertakings.

Furthermore, the tenements are largely unexplored and have only a limited exploration history. Consequently, there is

no guarantee that the proposed exploration will reveal any mineable mineralisation that will ultimately be commercially

viable.

No assurance can be provided that exploration of the described project areas (or any possible future tenement

acquisitions) will result in the discovery of an economic ore deposit. In the event that an apparently viable deposit is

identified, there is still no certainty that it can be commercially developed.

8.3.2 eXplOrAtiOn tArgetSfrom time to time the Company may present or define exploration targets and geological models as exploration

targets. These exploration targets are conceptual in nature and do not by any means constitute a mineral resource or

reserve of any economic value, as defined by the Australasian joint ore reserves Committee JOrC.

To date apart from an Inferred resource of 855,000 tonnes grading 1.41g/t Au for 40,200 ounces of gold estimated in

accordance with the JOrC code at the yellow Jack project, there has been insufficient exploration to define a mineral

resource and it is uncertain if further exploration will result in the determination of a mineral resource.

Conceptual targets are expert expressions of judgment based on knowledge, experience and industry practice. These

models and targets can have influence on the methods and styles of exploration activity. However, it is recommended

no investment decision be made on the basis of stated exploration targets.

8.3.3 OPerATING rISKS in the event that the Company successfully identifies potential economic mineral deposits the operations of the

Company may be impacted by several factors including (but not limited to); failure to achieve predicted grades in

exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and

operating plant and equipment and mechanical failure or plant breakdown.

various other operating risks exist such as: inadequate water supplies; unanticipated metallurgical problems which

may affect extraction costs; inability to obtain satisfactory joint venture partners; adverse weather conditions; industrial

and environmental accidents; industrial disputes; unexpected shortages or increases in costs of consumables; spare

parts and plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploitation of

its tenements. until Walla Mines is able to realise value from its projects, it’s likely to incur ongoing operating losses.

8.3.4 KeY PerSONNeL The success of Walla Mines will depend on key management and technical personnel. The loss of the services of or

inability to attract certain personnel or contractors could adversely affect the Company and its activities.

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8.3.5 COMMODity priCe vOlAtility & eXCHAnge rAte riSKSIn the potential scenario that the Company achieves exploration success leading to mineral production, the derived

revenue through sales will expose the possible income to commodity price and exchange rate risks. The ability

to finance and develop a commercially viable project will depend on the price at which the product can be sold.

Commodity prices fluctuate and are affected by factors beyond the control of Walla Mines.

factors include: supply and demand fluctuations; technological advancements; forward selling activities; other micro

and macro-economic factors.

Furthermore, international commodity prices are largely denominated in united States dollars. Conversely, the income

and expenditure of the Company (whilst operating on Australian projects) are and will be taken into account in Australian

currency. this exposes Walla Mines to the fluctuations and volatility of the rate of exchange between the united States

dollar and the Australian dollar.

8.3.6 reCeNT COMMODITY PrICeSrecent increases in commodity prices have encouraged increases in exploration, development and construction

activities, which have resulted in increased demand for, and cost of, exploration, development and construction

services and equipment. Increased demand for services and equipment could cause exploration and project costs

to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to

inadequate availability, and could increase potential scheduling difficulties and costs due to the need to coordinate

the availability of services or equipment, any of which could materially increase project exploration, development or

construction costs or result in project delays or both. Any such material increase in costs would adversely affect the

Company’s financial condition.

8.3.7 TITLe rISKSexploration and mining tenements in Australia are governed by State or Territory legislation that covers the granting

of leases and licences. individual leases or licences are for a specific term and carries with it annual expenditure,

reporting, compliance and compulsory reduction conditions. Consequently Walla Mines could lose title to - or its

interests in - tenements if conditions aren’t met or if insufficient funds are available to meet expenditure requirements.

if a tenement is not renewed for any reason, the Company may suffer significant damage through loss of opportunity

to discover and develop the tenement.

Two of the Tenements in the Mary valley Project, ePM 17672 and 17685 are currently subject to renewal applications.





exploration activities on these ePM’s pursuant to the terms of their grant. The rights, entitlements and obligations of

the Tenement holder are unaffected by the status of the renewal application, until the application is withdrawn, refused

or granted.



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subsequent year.


On 14 June 2011, The Tenement holder requested DeeDI to withdraw this relinquishment. There can be no guarantee

that DeeDI will agree to Tenement holder’s request.

To date the Tenement holder has not received a formal relinquishment notice from DeeDI for ePM 17672. However,




The Moss vale Bauxite Project Tenement, eL 7425 is due to expire on 1 December 2011. The Tenement holder intends

to lodge a renewal application in due course. unless special circumstances apply at least 50% of an eL must be

relinquished on renewal. There is no guarantee that the renewal application will be successful and if it is at least 50%

of the Tenement may need to be relinquished.

8.3.8 NATIve TITLe AND ABOrIGINAL HerITAGeThe Native Title Act 1993 (Cth) recognizes and protects the rights and interests in Australia of Aboriginal and Torres

Strait Islander people in land and waters, according to their traditional laws and customs.

It is possible that, in relation to the tenements in which Walla Mines Ltd has an interest or in the future may acquire such

an interest, there may be areas over which legitimate native title rights of Aboriginal Australians exist. If native title rights

do exist, the ability of Walla Mines Ltd to obtain the consent of any relevant landowner or to progress the exploration,

development and mining phases may be adversely affected.

It is possible that there will exist on some or all of the Company’s tenements, areas containing sacred sites or sites of

significance to Aboriginal people, subject to the native title Act and other legislation. As a result, land within the mining

tenements may be subject to exploration, mining or other restrictions emanating from claims of Aboriginal heritage

sites or native title.

8.3.9 eNvIrONMeNTAL rISKSThe operations and proposed activities of the Company are subject to State, Territory and Federal laws and regulations

concerning the environment. As with most exploration projects and mining operations, the Company’s activities are

expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds.

It is the intention of Walla Mines to conduct its activities to the highest standard of environmental obligation, including

compliance with all environmental laws.

8.3.10 INSurANCeInsurance against all risks associated with mineral exploration and production is not always available or affordable.

The Company will maintain insurances where it is considered appropriate for its needs however it will not be insured

against all risks either because appropriate cover is not available or because the Directors consider the required

premiums to be excessive having regard to the benefits that would accrue.

101LTD


8.3.11 HeALTH, SAFeTY AND THe eNvIrONMeNTThe conduct of business in the resources sector involves a variety of risks to the health and safety of personnel and

to the environment. It is conceivable that an incident may occur which might negatively impact on the Company’s

business.

8.3.12 ADDITIONAL CAPITALWhile the Directors believe that Walla Mines will have sufficient funds to fund its activities in the short term, it is

operating in a dynamic and highly volatile sector. There can be no assurance that the Company will not seek to exploit

business opportunities of a kind that will require it to raise additional capital from equity or debt sources. There can also

be no assurance that the Company will be able to raise such capital on favourable terms or at all.

Any additional equity raising may dilute the interests of the Company’s Shareholders and any debt financing, if available,

may involve financial covenants which limit its operations. if the Company is unable to obtain such additional capital,

it may be required to reduce the scope of its business activities, which could adversely affect its business, operating

results and financial condition.

8.3.13 pOtentiAl ACQuiSitiOnSAs part of its business strategy, the Company may make acquisitions of or significant investments in other companies

or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in

making acquisitions of companies or resource projects.

8.3.14 reSOurCe eSTIMATeSresource estimates are expert expressions of judgment based on knowledge, experience and industry practice.

estimates, which were valid when originally calculated, may alter when new information or techniques become available.

In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which

may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the

estimates may change. This could result in alterations to development and mining plans (which may in turn) affect the

Company’s operation.

8.3.15 vALuATION OF TeNeMeNTSThere has been no valuation of the Company’s exploration projects or the Shares. The Company makes no representation

in this Prospectus as to the value of its exploration projects.

8.3.16 LITIGATION rISK Legal proceedings may arise from time to time in the course of the Company’s business and Walla Mines Ltd cannot

preclude the possibility that litigation may be brought against it.

8.3.17 FOrCe MAJeureforce Majeure describes events including acts of god, fire, flood, earthquakes, war and strikes beyond the control

of a party claiming the occurrence of any such event. To the extent that Force Majeure events occur they may have

a detrimental effect on the ability of the Company to operate, its financial performance and the value and price of

Shares.

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SECtIon 9 COrPOrATe GOverNANCeThe Company’s Board of Directors aims for the highest standards of corporate governance and accordingly has

established corporate governance policies and procedures in line with the ASX Corporate governance Council’s

publication “Principles of Good Corporate Governance and Best Practice recommendations”.

Whilst the Company will endeavour to comply with the guidelines under the ASX Corporate governance

recommendations, the Board considers that the Company is not currently of a size, nor are its affairs of such complexity

to justify the additional expense of compliance with all recommendations.

As the Company’s activities develop in size and scope, the size of the Board and the implementation of any additional

formal corporate governance policies and committees will be given further consideration.

9.1 rOLe OF THe BOArDthe board’s primary role is the protection and enhancement of long-term shareholder value.

• the purpose of the board Charter is to set out the role, composition and responsibilities of the board of Walla Mines

within the corporate governance framework and to ensure:

• that the roles and responsibilities of the board are clear and understood by all relevant stakeholders;

• the operation of the board and the relationship between the board and the management is clearly understood;

• All Directors have a clear understanding of the manner in which the board will conduct itself and the Company’s

expectations of them as Directors; and

• the board is responsible for the overall corporate governance of the Company. the board recognizes the need for

the highest standards of behaviour and accountability for managing the Company’s business and affairs.

The Board’s responsibilities encompass the following:

• establishing the Company’s corporate level and business level goals and monitoring and implementing strategies

to achieve these goals;

• Setting the strategic direction and financial objectives of the Company and ensuring appropriate resources are

available;

• Monitoring the implementation of those policies and strategies and the achievement of those financial objectives;

• reviewing the performance of all board members and overseeing succession plans for the senior executive team

(when and where appropriate);

• ensuring that the Company has appropriate corporate governance structures in place including standards of

ethical behaviour and a culture of corporate and social responsibility;

• ensuring that effective audit, risk and controls are in place to protect the Company’s assets;

• Monitor the risk management process and strategies;

• to set specific limits of authority for any executive management to commit to new expenditure and enter into new

contracts without prior Board approval;

103LTD


• ensuring that the board is and remains appropriately skilled to meet the changing needs of the Company;

• Monitoring compliance with regulatory requirements (including continuous disclosure);

• review the board succession plans;

• Monitoring ASX and regulatory disclosure requirements;

• Monitoring the integrity of reporting including ensuring the preparation of accurate financial reports and

statements;

• ensuring effective and timely reporting to various stakeholders; and

• ensuring that the shareholders are informed of all major developments affecting the Company’s state of affairs.

9.2 COMPOSITION OF THe BOArDIt is the policy of Walla Mines that the Board comprises members who combine a range of knowledge, skills and

experience that are appropriate to its activities and objectives.

The Board is currently comprised of Mr. Graeme Allan, Mr. Shane Casley, Mr. Anthony Karam, Mr. Carlos Popal,

Mr. Daryl Smith.

The composition of the Board is subject to review in the following ways:

• the Company’s constitution provides that no Director (other than the Managing Director) may hold office beyond the

third annual general meeting after their appointments in that re-election. each Director is eligible for re-election.

• the board considers its composition on a regular basis to ensure that it has available an appropriate mix of skills

and experience to ensure the interests of Shareholders are served.

9.3 INDePeNDeNCeThe Board (and each individual Director) is entitled to seek independent professional advice at the Company’s expense

(subject to the reasonableness of the costs and Board consent) in the conduct of their duties for the Company.

9.4 BOArD COMMITTeeSThe Board considers that the Company is not currently of a size, or its affairs of such complexity, to justify the

establishment of separate Board Committees. Accordingly, at present all matters that may be capable of delegation to

Committees are dealt with by the full Board.

9.5 reMuNerATION AND NOMINATION PrOCeDureSThe Board considers that the Company is not of a size to justify the formation of a remuneration or nomination Committee.

The Board is able to address these aspects of the Company’s activities and will adhere with the appropriate ethical

standards and with the remunerations and nomination procedures.

the board will review the remuneration policies and packages of all Directors and senior executive officers on at least

an annual basis. The Board will also periodically review the composition of the Board and make necessary changes

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to ensure that it comprises persons who have the skill and experience appropriate for the business activities and

operations undertaken by the Company.

if a vacancy occurs or if it is considered that the board would benefit from the services and skills of an additional

Director, the Board selects a panel of candidates with appropriate expertise and experience and appoints the most

suitable candidate. Any such appointee would be required under the Constitution to retire at the next annual general

meeting and is eligible for election by the shareholders at that meeting.

9.6 eTHICAL STANDArDS – CODe OF CONDuCTThe Board recognises the need to observe the highest standards of corporate governance practice, business and

ethical conduct by all Directors, employees, consultants and contractors. Accordingly the Board has adopted a formal

Code of Conduct to be followed by all employees, officers and external parties engaged by the Company. the key

aspects of the code are:

• to act with honesty, integrity and fairness;

• to act in accordance with the law; and

• to use the Company resources and property appropriately.

9.7 SeCurITIeS TrADING POLICYThe Company has a formal securities trading policy for Directors.

under this policy Directors must not buy or sell securities in the two days immediately before and following the

lodgement of periodic reports required under the Corporations Act and the ASX listing rules. At other times, Directors

may only buy or sell securities following consultation with the Chairman. In all instances any person who possesses

price sensitive information that is not available to the market is not permitted to buy or sell securities

in accordance with the provisions of the Corporations Act 2001 and the ASX listing rules, the Company on behalf of

the Directors must advise the ASX of any transactions conducted by them in securities in the Company.

9.8 CONTINuOuS DISCLOSure POLICYThe Company is committed to continuous disclosure of material information as a means of promoting transparency

and investor confidence. the Company’s practices are designed to ensure it is compliant with the ASX listing rules,

including in particular those relating to continuous disclosure.

9.9 COMMuNICATIONS TO SHAreHOLDerSThe Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state

of affairs. Information will be communicated to shareholders through the Company’s annual report, annual general

meeting, half-yearly results announcements and other ASX announcements.

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9.10 APPOINTMeNTS TO OTHer BOArDSDirectors are required to take into consideration any potential conflicts of interest when accepting appointments to

other Boards.

9.11 CONFLICT OF INTereSTIn accordance with the Corporations Act and the Company’s Constitution, Directors must keep the Board advised, on

an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the board believes

that a significant conflict exists, the Director concerned does not receive the relevant board papers and is not present

at the meeting whilst the item is considered.

9.12 PerFOrMANCe evALuATION OF THe BOArD AND ITS MeMBerSThe small size of the Board and the nature of the Company’s activities make the establishment of a formal performance

evaluation strategy unnecessary. Performance evaluation is a discretionary matter for consideration by the entire

Board and in the normal course of events the Board will review performance of the management, Directors and the

Board as a whole.

9.13 COMPANY’S reMuNerATION POLICIeSremuneration levels for executives are competitively set to attract the most qualified and experienced candidates,

taking into account prevailing market conditions and the individual’s experience and qualifications.

each of the non-executive Directors receives a fixed fee for their services as Directors. there is no direct link between

remuneration paid to any of the Directors and corporate performance such as bonus payments for achievement of

certain key performance indicators.

9.14 SCHeMeS fOr retireMent benefitS fOr nOn- eXeCutive DireCtOrSthere are no retirement benefits for non-executive Directors.

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SECtIon 10 ADDITIONAL INFOrMATION

10.1 reGISTrATIONWalla Mines Ltd was incorporated in Western Australia on 8 September 2010 and changed its status to a limited

company on 8 March 2011.

10.2 DIreCTOr INTereSTS IN SeCurITIeSDirectors are not required under the Company’s Constitution to hold any Shares. As at the date of this Prospectus apart

from Carlos Popal no Director has an interest in Shares or Options in the Company.

Ghan resources Pty Ltd currently holds 1,500,000 Shares and 750,000 Options in the Company. Carlos Popal is the

Sole Director and the Company Secretary of Ghan resources Pty Ltd and is a shareholder of Ghan resources Pty Ltd.

These Shares and Options were purchased from Lake Mina Holdings Pty Ltd.

10.3 DIreCTOr reMuNerATION the Company’s Constitution provides that the remuneration of non-executive Directors will not be more than the

aggregate fixed sum determined by a general meeting. the aggregate remuneration has been set at an amount not to

exceed $300,000 per annum. the current remuneration for non-executive Directors is $25,000 each per annum.

The Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence

of their attendance at meetings of Directors and otherwise in the execution of their duties as Directors. A Director may

also be paid additional amounts as fees or as the Directors determine where a Director performs extra services or

makes any special exertions, which in the opinion of the Directors are outside the scope of the ordinary duties of a

Director.

10.4 FeeS AND BeNeFITS OF DIreCTOrS Anthony Karam is a consultant to Adviser Business Services Group Pty Ltd (“ABSG”). ABSG acts as the corporate

service provider to the Company. ABSG has not provided any service in preparation of this Prospectus.

except as disclosed in section 10.2 of this Prospectus, no Director or proposed Director (whether individually or in

consequence of a Director’s association with any company or firm or in any material contract entered into by the

Company) has now, or has had in the two year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or

• Any property acquired or proposed to be acquired by the Company in connection with its formation promotion or

in connection with the offer of Shares pursuant to this Prospectus; or

• the offer of Shares under this prospectus.

No amounts of any kind (whether in cash or securities or otherwise) have been paid or agreed to be paid to any

Director or to any company or firm with which a Director is associated to induce him or her to become, or to qualify as,

a Director, or otherwise for services rendered by him or any company or firm with which the Director is associated in

connection with the formation or promotion of the Company or the offer of Shares pursuant to this Prospectus.

The Company has agreed to enter into Deeds of Indemnity, Access and Insurance with each of the Directors on normal

commercial terms.

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10.5 INTereSTS OF NAMeD PerSONS Other than as set out below or elsewhere in this Prospectus, no expert or person named in this Prospectus as

performing a function in a professional advisory or other capacity in connection with the preparation or distribution of

this prospectus nor any firm in which any of those persons is or was associated with has now, or has had, in the 2 year

period ending on the date of this Prospectus an interest in:

The formation or promotion of the Company;

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 Shares under this Prospectus; or

The offer of Shares under this Prospectus,

no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of

those persons or for services rendered in connection with the formation or promotion of the Company or the offer of

Shares under this Prospectus.

Malcolm Castle has acted as Independent Geologist and has prepared an Independent Geologist’s report which has

been included in Section 5 of this Prospectus. The Company estimates it will pay Malcolm Castle a total of $11,000 for

these services. Since incorporation of the Company, Malcolm Castle has rendered no accounts for other services.

rSM Bird Cameron Corporate Pty Ltd has acted as the Investigating Accountant and has prepared an Investigating

Accountant’s report, which has been included in Section 6 of this Prospectus. The Company estimates it will pay rSM

Bird Cameron Corporate Pty Ltd a total of $10,300 for these services. rSM Bird Cameron Partners has been appointed

as Auditor to the Company and will be paid normal commercial rates for these services. Since incorporation of the

Company, rSM Bird Cameron Corporate Pty Ltd has rendered no accounts for other services.

Price Sierakowski has prepared the Solicitor’s report on Mining Tenements which has been included in Section 7 of this

Prospectus. The Company estimates it will pay Price Sierakowski a total of $15,000 for these services. Subsequently,

fees will be charged in accordance with normal charge out rates.

Bennett + Co acts as the solicitors to the Company. The Company estimates it will pay Bennett + Co a total of $10,000

excluding GST for services in relation to the preparation of the Prospectus. Subsequently, fees will be charged in

accordance with normal charge out rates.

pacific Corporate Services (Aus) pty ltd (“pCS”) has provided services to the Company including services relating

to the acquisition of its projects, procurement of advice from professionals for company structuring, and Prospectus

preparation. In consideration for the services the Company has paid to PCS a total of $250,000 excluding GST, granted

PCS’s nominee, Lake Mina Holdings Pty Ltd, a net smelter royalty of 2% on any revenue generated from precious

metals and a 2% freight on board royalty on any revenue generated from base metals. The Company has also issued

to PCS’s nominee, Lake Mina Holdings Pty Ltd, 14,000,000 fully paid ordinary shares in the Company and 7,000,000

attaching Options in consideration of seed capital of $5,000. Further details of PCS’s engagement with the Company

are set out in the Solicitors report on mining tenements in Section 7 of the Prospectus.

Plato Holdings Pty Ltd (“Plato”) provided an introductory service to the Company. Plato received 750,000 Shares

and 750,000 Options in the Company for this service. robert Marusco, the Company Secretary of the Company, is a

Director and Company Secretary of Plato Holdings Pty Ltd and holds Shares in Plato Holdings Pty Ltd.

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Adviser Business Services Group Pty Ltd acts as the corporate service provider to the Company. Adviser Business

Services Group Pty Ltd has not provided any service in preparation of this Prospectus. Subsequently, fees will be

charged in accordance with normal charge out rates.

The amounts disclosed above are inclusive of any amount of GST payable by the Company in respect of those

amounts unless otherwise stated.

10.6 CONSeNTS each of the parties referred to in this section:

Does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and

To the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus

other than a reference to its name and a statement included in this Prospectus with the consent of that party as

specified in this section.

Malcolm Castle has given his written consent to being named as Independent Geologist in this Prospectus and to the

inclusion of the Independent Geologist’s report in Section 5 of this Prospectus. Malcolm Castle has not withdrawn his

consent prior to lodgement of this Prospectus with the ASIC.

rSM Bird Cameron Corporate Pty Ltd has given its written consent to being named as the Investigating Accountant in

this Prospectus and to the inclusion of the Investigating Accountant’s report in Section 6 of this Prospectus. rSM Bird

Cameron Corporate Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

rSM Bird Cameron Partners has given its written consent to being named as the Company’s Auditor in this Prospectus

and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Price Sierakowski has given its written consent to being named as the Solicitor reporting on Mining Tenements in this

Prospectus and to the inclusion of the Solicitor’s report on Mining Tenements in Section 7 of this Prospectus. Price

Sierakowski has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Malcolm Castle has given his written consent to being named as the Competent Person in Section 5 of this Prospectus

and has not withdrawn his consent prior to lodgement of this Prospectus with the ASIC.

Security Transfer registrars Pty Ltd has given its written consent to being named as the Company’s Share registry in

this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Bennett + Co has given its written consent to being named as the Solicitor in this Prospectus. Bennett + Co has not

withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

pacific Corporate Services (Aus) pty ltd has given its written consent to being named as providing services in

connection with the preparation of this prospectus. pacific Corporate Services (Aus) pty ltd has not withdrawn its

consent prior to lodgement of this Prospectus with the ASIC.

Plato Holdings Pty Ltd (“Plato”) has given its written consent to being named as providing an introductory service in

this Prospectus. Plato has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

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Adviser Business Services Group Pty Ltd has given its written consent to being named as Corporate Service provider

in this Prospectus. Adviser Business Services Group Pty Ltd has not withdrawn its consent prior to lodgement of this

Prospectus with the ASIC.

10.7 MATerIAL CONTrACTS In the opinion of the Directors, the only contracts entered into by the Company which are or may be material in terms

of the Offer or the operation of the business of the Company are the contracts summarised in the Solicitor’s report on

Mining Tenements in Section 7.

10.8 rIGHTS ATTACHING TO SHAreS Full details of the rights attaching to Shares are set out in the Company’s Constitution. The following are the more

important rights, privileges and restrictions attaching to the Shares offered for subscription by this Prospectus.

10.8.1 vOTING At a general meeting, every member present in person or by proxy, attorney or representative has one vote on a show

of hands and on a poll, one vote for each fully paid share held. On a poll, partly paid shares confer a fraction of a vote

pro-rata to the amount paid on the share.

10.8.2 GeNerAL MeeTINGS each member is entitled to receive notice of and, except in certain circumstances, to attend and vote at general

meetings of Walla Mines ltd and receive all financial statements, notices and other documents required to be sent to

members under the Constitution of the Company, the ASX listing rules and the Corporations Act.

10.8.3 DIvIDeNDS Subject to any special terms and conditions of issue, the profits of Walla Mines ltd which the Directors from time to

time determine to distribute by way of dividend are divisible amongst Shareholders in proportion to the amounts paid

up on the shares held by them.

10.8.4 TrANSFer OF SHAreS Holders of Shares may transfer them by proper transfer effected in accordance with the various market, clearing,

settlement and listing rules of the ASX and its subsidiaries and as otherwise permitted by the Corporations Act. the

Directors may decline to register a transfer of shares where there is a refusal to register the transfer Walla Mines Ltd

must give the party lodging the transfer written notice of the refusal and the reason for refusal.

10.8.5 WINDING uP Subject to any special or preferential rights attaching to any class or classes of shares, Shareholders will be entitled

in a winding up to share in any surplus assets of Walla Mines Ltd in proportion to the Shares held by them irrespective

of the amount paid up or credited as paid up, less any amounts which remain unpaid on these shares at the time of

distribution.

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10.8.6 ALTerATION OF CONSTITuTION The Constitution can only be amended by a special resolution passed by at least three quarters of valid members

present and voting at a general meeting of Walla Mines Ltd and the Company must give at least 28 days written notice

of its intention to propose a resolution as a special resolution.

10.8.7 SHAre BuY BACKS Walla Mines Ltd may buy back shares in itself in accordance with the provisions of the Corporations Act.

10.8.8 vArIATION OF rIGHTS Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed

at a meeting of shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided

into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the

shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in

writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed

at a separate meeting of the holders of the shares of that class.

10.9 PrOPOSeD TerMS AND CONDITIONS OF OPTIONS The terms and conditions of the Options are as follows:

each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.

The options are exercisable at 20 cents each.

The options will expire on 30 November 2015 (the “expiry Date”).

The options are exercisable at any time on or prior to the expiry Date by notice in writing to the directors of the company

accompanied by payment of the exercise price.

All shares issued upon exercise of the options will rank pari passu in all respects with the company’s then existing

ordinary fully paid shares. the company will apply for Official Quotation by the ASX of all shares issued upon exercise

of the options.

There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate

in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on

or prior to the expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the

company will send a notice to each holder of options at least nine (9) Business Days before the record date referable

to that issue. This will give Option holders the opportunity to exercise their options prior to the date for determining

entitlements to participate in any such issue.

If from time to time on or prior to the expiry Date the company makes an issue of shares to the holders of ordinary fully

paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their

options, Option holders will be entitled to have issued to them (in addition to the shares which would otherwise be

issued to the member upon such exercise) the number of shares of the class which would have been issued to them

under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder

of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had

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duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them.

the bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner

as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares

allotted upon exercise of the options.

There is no right to a change in the exercise price of the options or to the number of shares over which the options are

exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.

In the event of any reorganisation of the issued capital of the company on or prior to the expiry Date, the rights of an

option holder will be changed to the extent necessary to comply with the applicable ASX listing rules in force at the

time of the reorganisation.

Application will be made for the Options to be granted quotation by ASX.

10.10 eXpenSeS Of tHe Offer It is estimated that Walla Mines Ltd will pay the following costs (exclusive of GST) in connection with the preparation

and issue of this Prospectus:

$3,000,000 raising $5,000,000 raising $7,000,000 raising

minimum Subscription full Subscription over Subscription

$ $ $

Commission and Handling Fees* 150,000 250,000 350,000

ASX and ASiC fees 50,100 52,100 54,300

Professional fees 296,300 296,300 296,300

Printing and ancillary costs 15,000 15,000 15,000

Miscellaneous expenses 15,000 15,000 15,000

total 526,400 628,400 730,600

* Assuming a fee of 5% is payable on all applications received as referred to in Section 1.20.

10.11 tAXAtiOn the Company does not propose to give any taxation advice and neither the Company, its Directors nor its officers

or advisers accept any responsibility or liability for any taxation consequences to Applicants. Applicants should

consult their own professional tax advisers in regard to taxation implications of accepting the Offer pursuant to this

Prospectus.

10.12 eLeCTrONIC PrOSPeCTuS Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow

distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC and the issue of Shares

in response to an electronic application form, subject to compliance with certain provisions.

If you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire

Prospectus accompanied by the Application Form. If you have not, please contact the Company on telephone (08)

9200 4968 and the Company will send to you free, a hard copy of the Prospectus.

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The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when

that person was given access to the electronic Application Form, it was not provided together with the electronic

Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete

or altered.

10.13 LITIGATIONAs at the date of this Prospectus the Directors are not aware of any legal proceedings, which are pending, threatened

or actually commenced against the Company or that relate in any way to any of the Tenements.

10.14 DIreCTOrS reSPONSIBILITY STATeMeNT AND CONSeNT The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe

that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to

any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable

enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were

competent to make such statements, those persons have given their consent to the statements being included in this

Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement

of this Prospectus with the ASIC.

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SECtIon 11 GLOSSArYWhere the following terms are used in this Prospectus they have the following meanings:

a$ or $ means an Australian dollar unless otherwise stated.

applicant means a person who submits an Application.

application means an application made on an Application Form.

application form means an application form accompanying this Prospectus relating to the Offer.

aSIC means Australian Securities and Investments Commission.

aSX means ASX limited (Abn 98 008 624 691).

Board means the Board of Directors of the Company as constituted from time to time.

Business Day means a weekday when trading banks are ordinarily open for business in Perth, Western Australia.

Closing Date means the closing date for receipt of Application Forms under this Prospectus, being 5.00 p.m. (WST)

on 28 September 2011 (unless extended or closed early).

Company means Walla Mines Ltd (ACN 146 239 858).

Constitution means the Constitution of the Company.

Corporations act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company at the date of this Prospectus.

Exposure period means the period of 7 days after the date of lodgement of this Prospectus, which period may be

extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

GSt means goods and services tax.

Independent Geologist’s report means the report contained in Section 5 of this Prospectus.

Investigating accountant’s report means the report contained in Section 6 of this Prospectus.

Listing rules or aSX Listing rules means the official listing rules of ASX.

offer means the offer of Shares and Options pursuant to this Prospectus as outlined in Section 1.2 of this

Prospectus.

Official List means the Official list of the ASX.

Official Quotation means official quotation by ASX in accordance with the listing rules.

opening Date means the opening date for receipt of Application Forms under this Prospectus, being 5 August 2011.

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option means an option to acquire a fully paid ordinary share in the capital of the Company on or before 30 November

2015 for an exercise price of 20 cents per Share and options has a corresponding meaning.

prospectus means this Prospectus dated 29 July 2011.

Sections are references to the Sections of this Prospectus.

Share means a fully paid ordinary share in the capital of the Company and Shares has a corresponding meaning.

Share registry means Security Transfer registrars Pty Ltd.

Shareholder means the registered holder of Shares in Walla Mines Ltd.

Solicitor’s report on mining tenements means the report contained in Section 7 of this Prospectus.

tenements mean those tenements referred to in the schedule of the Solicitor’s report on Mining Tenements, contained

in Section 7 of this Prospectus.

Walla mines means Walla Mines Ltd (ACN 146 239 858).

WSt means Western Standard Time, Perth, Western Australia.

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SECtIon 12 DIreCTOrS’ AuTHOrISATIONThis Prospectus is issued by Walla Mines Ltd and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented in writing to the lodgement of

this Prospectus with the ASIC.

mr. Graeme allan

for and on behalf of Walla mines Ltd

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APPLICATION FORMThis Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbroker or professional adviser without delay. You should read the entire prospectus carefully before completing this form. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the prospectus.

I/we apply for

Number of Shares in Walla Mines Ltd at A$0.20 per Share or such lesser number of Shares which may be allocated to me/us.

I/we lodge full Application Money

Broker Code Adviser Code

Registry Use Only

Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)Title or Company Name Given Name(s) Surname

Joint applicant 2 or Account Designation

Joint applicant 3 or Account Designation

Enter your postal address - include State and PostcodeUnit Street Number Street Name or PO Box/Other Information

City / Suburb / Town State Postcode

Enter your contact detailsContact Name Telephone Number - Business Hours / After Hours

CHESS ParticipantHolder Identification Number (HIN)

Cheque details - Make your cheque or bank draft payable to Walla Mines Ltd Share Offer Account Drawer Cheque Number BSB Number Account Number Amount of Cheque

Drawer Cheque Number BSB Number Account Number Amount of Cheque

By submitting this Application Form, I/we declare that this application is completed and lodged according to the Prospectus and the declarations/statements on the reverse of this Application form and I/we declare that all details and statements made by me/us (including the declaration on the reverse of this Application Form) are complete and accurate. I/we agree to be bound by the Constitution of the Company. See back of form for completion guidelines

Please note that if you supply a CHESS HIN but the name and address details of yourform do not correspond exactly with the registration details held at CHESS, your application will be deemed to be made without the CHESS HIN, and any securities issued as a result of the IPO will be held on the Issuer Sponsored sub register.

A$ .

A S X A A A S X A A A I P O

LTDA.C.N. 146 239 858

HOW TO COMPLETE THIS FORMShares Applied forEnter the number of Shares you wish to apply for. The application must be for a minimum of 10,000 Shares. Applications for greater than 10,000 Shares must be in multiples of 1,000 Shares.

Application MoniesEnter the amount of Application Monies. To calculate the amount, multiply the number of Shares by the price per Share.

Applicant Name(s)Enter the full name you wish to appear on the statement of share holding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

Postal AddressEnter your postal address for all correspondence. All communications to you from the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

Contact DetailsEnter your contact details. These are not compulsory but will assist us if we need to contact you.

CHESSEclipse Uranium Ltd (the Company) will apply to the ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Securities Exchange Limited. In CHESS, the company will operate an electronic CHESS Sub register of security holdings and an electronic Issuer Sponsored Sub register of security holdings. Together the two Sub registers will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of Shares allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Shares allotted to you under this Application on the CHESS Sub register, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

PaymentMake your cheque or bank draft payable to Walla Mines Ltd Share Offer Account in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank.

Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B. Please note that funds are unable to be directly debited from your bank account.

Cheques will 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 Application Form where indicated. Cash will not be accepted. Receipt for payment will not be forwarded.

Before completing the Application Form the applicant(s) should read this prospectus to which this application relates. By lodging the Application Form, the applicant agrees that this application for Shares in Eclipse Uranium Ltd is upon and subject to the terms of the prospectus and the Constitution of Eclipse Uranium Ltd, agrees to take any number of Shares that may be allotted to the Applicant(s) pursuant to the prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of ApplicationApplication Forms must be received at the office of Eclipse Uranium Ltd by no later than 5.00pm WST on 17 June 2011. You should allow sufficient time for this to occur. Return the Application Form with cheque(s) attached to:Klondyke Gold Ltd309 Pier StreetPerth WA 6000

Neither Security Transfer Registrars nor the Company accepts any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy StatementPersonal information is collected on this form by Security Transfer Registrars (“STR”), as registrar for securities issuers (“the issuer”), 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 STR, or you would like to correct information that is inaccurate, incorrect or out of date, please contact STR. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting STR. You can contact STR using the details provided on the front of this form or e-mail [email protected]

If you have any enquiries concerning your application, please contact Eclipse Uranium Ltd (08) 9460 4456.

Correct forms of registrable title(s)Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below.

Type of Investor Correct Form of Registration Incorrect Form of RegistrationIndividual- Use given name(s) in full, not initials

Mr John Alfred Smith J.A Smith

Joint- Use given name(s) in full, not initials

Mr John Alfred Smith &Mrs Janet Marie Smith

John Alfred Smith &Janet Marie Smith

Company- Use company title, not abbreviations

ABC Pty Ltd ABC P/LABC Co

Trusts- Use trustee(s) personal name(s)- Do not use the name of the trust

Ms Penny Smith<Penny Smith Family A/C>

Penny Smith Family Trust

Deceased Estates- Use executor(s) personal name(s)- Do not use the name of the deceased

Mr Michael Smith<Est John Smith A/C>

Estate of Late John Smith

Minor (a person under the age of 18)- Use the name of a responsible adult with an appropriate designation

Mr John Alfred Smith<Peter Smith A/C>

Peter Smith

Partnerships- Use partners personal name(s)- Do not use the name of the partnership

Mr John Smith &Mr Michael Smith<John Smith & Son A/C>

John Smith & Son

Clubs/Unincorporated Bodies/Business Names- Use office bearer(s) personal name(s)- Do not use the name of the club etc

Mrs Janet Smith<ABC Tennis Association A/C>

ABC Tennis Association

Superannuation Funds- Use the name of trustee of the fund- Do not use the name of the fund

John Smith Pty Ltd<Super Fund A/C>

John Smith Pty Ltd Superannuation Fund

If you have any enquiries concerning your application, please contact Walla Mines Ltd (08) 9200 4968

Correct forms of registrable title(s)Note that ONLY legal entities are allowed to hold Shares and Options. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below.

Walla Mines Ltd (the Company) will apply to the ASX to participate in CHESS, operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of Australian Securities Exchange Limited. In CHESS, the company will operate an electronic CHESS Sub register of security holdings and an electronic Issuer Sponsored Sub register of security holdings. Together the two Sub registers will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of Shares and Options allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Shares and Options allotted to you under this Application on the CHESS Sub register, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

Before completing the Application Form the applicant(s) should read this prospectus to which this application relates. By lodging the Application Form, the applicant agrees that this application for Shares in Walla Mines Ltd is upon and subject to the terms of the prospectus and the Constitution of Walla Mines Ltd, agrees to take any number of Shares that may be allotted to the Applicant(s) pursuant to the prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of ApplicationApplication Forms must be received at the office of Walla Mines Ltd by no later than 5.00pm WST on 28 September 2011.You should allow sufficient time for this to occur. Return the Application Form with cheque(s) attached to:Walla Mines LtdPO Box 8176 PBCPERTH WA 6849

LTDA.C.N. 146 239 858

A.C.N. 146 239 858

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prospectus subscription as outlined in section 1.3 of this prospectus. this document is important...

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