Ann: Section 249D Notice, page-12

Explanatory Statement

Walkabout Resources Limited is a fantastic company with outstanding mining assets. Management are to be commended for the potential they have brought to the company.

Unfortunately, good management performance has not translated into good corporate governance when acting in their roles as a Board of Directors. A board of directors where 75% are executives does not meet the standard required by shareholders or the ASX definitions of good corporate governance. The ASX Principles for Good Corporate Governance makes a Recommendation 2.4 that “A majority of a Board of a listed entity be independent directors”.

Without effective independent oversight it is difficult for executive directors to separate their interests from the interests of shareholders. Even if executives can do this, the perception that they may not undermines the trust that shareholders may have in the board. This disconnect has been apparent in recent capital raisings & remuneration proposals.

At this exciting stage for the company, it will be essential that it can provide potential investors, lenders, off take partners etc with confidence that it has applied good corporate governance.

The only independent director, Mr Tom Murrell has not been effective in representing shareholders needs to improve corporate governance in the company. As such we are seeking his removal from the Board.

Ultimately, the Chairman Mr Trevor Benson must take responsibility for the lack of an effective corporate governance structure. As such we are seeking his removal from the Board.

Large shareholders have been trying for some time to influence the board to address these governance issues. These have included alternative capital raising proposals to the recent Share Purchase Plan to raise more capital at higher prices but on the condition of improving the board structure. These funding proposals were not accepted by the Board.

Large shareholders have been willing to discuss alternative remuneration for the Board prior to & after the recent Employee Share Ownership Plan was rejected by shareholders. The Board has not engaged in discussions with shareholders as board structure improvements were a necessary element, including a Remuneration Committee chaired by an independent director.

We are proposing Mr Michael Elliott be appointed as an independent director. Mr Elliott was the former Global Mining & Metals Leader for Ernst & Young. In that role he undertook financing, transactional, risk management, corporate governance & sustainability projects on behalf of some of the largest companies in the global sector. Mr Elliott is a Member of the Institute of Company Directors. Mr Elliott is also a company shareholder in the Top 40.

We were reluctant to take this step but given intransigence of the Board, we believe the Company & shareholders will be better off with an urgent overhaul in the corporate governance structures. As such we believe the Company should move incrementally to provide stability during the reform of the board structure. After these resolutions are passed the Company will have 3 directors – 2 executive directors & 1 independent director. Over the coming year we would continue to encourage the board to progressively add 2 more independent directors with the appropriate skills at the right time.

More than half of the shareholders in the published Top40 shareholders have indicated that they will support these resolutions. We encourage all shareholders to vote in favour of all these resolutions.