Walla Mines

WALLA MINES LTD

A.C.N. 146 239 858

Prospectus, Supplementary Prospectus and Second Supplementary Prospectus

Important Notice

This Prospectus, Supplementary Prospectus and Second Supplementary Prospectus are issued by Walla Mines Ltd (Walla Mines). The Prospectus is dated 29 July 2011 and a copy of this Prospectus was lodged with the Australian Securities and Investment Commission (ASIC) on 29 July 2011. The Supplementary Prospectus is dated 27 October 2011 and was lodged with the ASIC on 27 October 2011. The Second Supplementary Prospectus is dated 18 January 2012 and was lodged with the ASIC on 18 January 2012. Neither the ASIC nor the Australian Securities Exchange (ASX) take any responsibility for the contents of this Prospectus, Supplementary Prospectus or the Second Supplementary Prospectus. No Securities may be issued on the basis of this Prospectus, Supplementary Prospectus and Second Supplementary Prospectus later than the expiry date of the Prospectus being the date that is 13 months after the date of this Prospectus. Potential investors should read this Prospectus, Supplementary Prospectus and Second Supplementary Prospectus in their entirety before making an investment decision. Shares and Options offered by this Prospectus, Supplementary Prospectus and Second Supplementary 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. This Prospectus, Supplementary Prospectus and Second Supplementary Prospectus do 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 the Prospectus, Supplementary Prospectus and Second Supplementary Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and any person who comes into possession of this Prospectus, Supplementary Prospectus and Second Supplementary Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Certain terms and abbreviations used in this Prospectus, Supplementary Prospectus and Second Supplementary Prospectus have defined meanings that are explained in the Prospectus 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. This Prospectus, Supplementary Prospectus and Second Supplementary Prospectus and the Application Form are available in paper and electronic formats. The 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, Supplementary Prospectus and Second Supplementary Prospectus. If you have received an Application Form without a complete and unaltered copy of this Prospectus, Supplementary Prospectus and Second Supplementary Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of the Prospectus, Supplementary Prospectus and Second Supplementary 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, Supplementary Prospectus and Second Supplementary Prospectus or it accompanies the complete unaltered electronic version of this Prospectus, Supplementary Prospectus and Second Supplementary Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus, Supplementary Prospectus and Second Supplementary Prospectus by contacting the Company on (08) 9200 4968. An electronic form of the Prospectus, Supplementary Prospectus and Second Supplementary Prospectus is available from this website and can be viewed by following the link on this page (located below).

By clicking the link you accept that you have read and understood the above Notice.