IMAGE RESOURCES NL — AGM Information 2008

Oct 19, 2008

ASX Code: IMA

20 October 2008

==> picture [102 x 114] intentionally omitted <==

2nd Floor, 35 Outram St West Perth WA 6005 PO Box 644 West Perth WA 6872 Telephone 08 9485 2410 Facsimile 08 9485 2840 info@imageres.com.au www.imageres.com.au ABN 57 063 977 579

Company Announcements Office Australian Stock Exchange Limited 4[th] Floor, 20 Bridge Street SYDNEY NSW 2000

NOTICE OF ANNUAL GENERAL MEETING

In accordance with the Company’s Constitution, the attached Notice convenes the Annual General Meeting of the Members of the Company to be held 10.30 am on Wednesday 19 November 2008 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

A copy of the Notice and personalised Proxy will be mailed to shareholders appearing on the register of members as at 5.00pm WST last Friday.

Shareholders are encouraged to access the 2008 Annual Report by visiting the Company’s website where a full colour web-orientated Annual Report will be posted.

Those shareholders requesting a paper copy will be supplied with a black and white version.

End of release

==> picture [76 x 85] intentionally omitted <==

I M A G E R E S O U R C E S N L

(ABN 57 063 977 579)

N O T I C E O F 2 0 0 8 A N N U A L G E N E R A L M E E T I N G

incorporating Explanatory Notes and Proxy Form

to be held on

Wednesday 19 November 2008 at 10:30am (WST)

At

Celtic Club, 48 Ord Street, West Perth, Western Australia

This is an important document and should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

Page 1

This page is intentionally blank

Page 2

NOTICE OF 2008 ANNUAL GENERAL MEETING

==> picture [53 x 59] intentionally omitted <==

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Shareholders of Image Resources NL (ABN 57 063 977 579) ( Image ) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday 19 November 2008 at 10.30am (WST) ( Meeting ).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting ( Notice of Meeting ) describes in more detail the matters to be considered.

AGENDA

FINANCIAL REPORT:

Tabling of Image’s Financial Report as prepared in respect of the year ended 30 June 2008 and the reports by directors and auditors thereon.

ORDINARY BUSINESS:

To consider and, if thought fit, to pass the following as ordinary resolutions:

Resolution No. 1 – Adoption of Remuneration Report:

That the Remuneration Report contained in the 2008 Annual Report be adopted.

Note : This resolution is advisory only and does not bind the Directors or the Company.

Resolution No. 2 – Re-election of Director:

That Mr Thomson, a Director retiring by rotation in accordance with the Constitution, being eligible and offering himself for re-election, is reelected a Director of Image.

SPECIAL BUSINESS:

To consider and, if thought fit, to pass the following as an ordinary resolution:

Resolution No. 3 – Issue of Options G Sakalidis:

That for the purposes of ASX Listing Rule 10.11, Section 195 and Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to grant a total of 2,500,000 Options to subscribe for Shares (on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting) to G Sakalidis or his nominee(s).

Voting Exclusion Statement

Image will disregard any votes cast on a resolution by any director (Director) who may benefit from the resolution and any person who for the purposes of the Corporations Act 2001 would be regarded as a person (Associate) associated with the Director. However Image need not disregard a vote if it is cast by a Director or Associate as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the Director or Associate who is chairing the meeting, as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

G SAKALIDIS

MANAGING DIRECTOR

DATED: 8 October 2008

Page 3

NOTICE OF 2008 ANNUAL GENERAL MEETING

==> picture [53 x 59] intentionally omitted <==

PROXIES

For the purposes of determining voting entitlements at the general meeting, shares will be taken to be held by persons who are registered as holding shares at 5.00pm on Friday 14 November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting

A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this meeting. A proxy may, but need not be, a shareholder of Image. Proxy forms must reach the Registered Office of Image by mail, or be received by facsimile on (08) 9485 2840, or be received by email at info@imageres.com.au at least 48 hours prior to the meeting. For the convenience of shareholders, a Proxy Form is enclosed.

Page 4

NOTICE OF 2008 ANNUAL GENERAL MEETING Explanatory Statement - 8 October 2008

==> picture [49 x 55] intentionally omitted <==

1. Introduction

This Explanatory Statement has been prepared for the information of members of Image in connection with the business to be conducted at the general meeting of members to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday 19 November 2008 at 10:30am (WST).

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of 2008 Annual General Meeting.

2. Receiving Financial Statements and Reports

The Corporations Act 2001 requires that the Annual Company Financial Statements and reports of the Directors and the Auditor be laid before Shareholders at every annual general meeting.

Shareholders will be given an opportunity to ask questions of the Directors and the Auditor in relation to the financial statements of the Company that have been provided to shareholders with this Notice and Explanatory Statement at the Annual General Meeting.

3. Adoption of the Remuneration Report (Resolution 1)

Section 250R(2) of the Corporations Act 2001 requires that at a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the vote. This resolution will be non-binding on the directors and the Company and will be advisory only. The Remuneration Report is incorporated into the Directors’ Report which in turn appears in the Annual Report.

Shareholders will be given an opportunity to ask questions of the Directors in relation to the Remuneration Report of the Company.

4. Re-election of RM Thomson as a Director (Resolution 2)

The Company’s Constitution requires that one third of all directors (other than the managing director) retire by rotation each year. Mr Thomson will retire at the meeting and, being eligible, offers himself for re-election.

5. Issue of Options (Resolutions 3)

The Proposal

It is proposed to issue 2,500,000 Options to George Sakalidis, Managing Director, free of charge and otherwise on the terms and conditions set out in Annexure “A” to this Explanatory Statement.

Corporations Act 2001 Requirements

Chapter 2E of the Corporations Act 2001 (“the Act”) prohibits, subject to certain exceptions, a company from giving a financial benefit to a related party or the company without prior shareholder approval.

The Act (Section 219) requires the approval of shareholders be obtained in circumstances where certain information has first been provided to them.

Section 195 of the Act provides, in essence, that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered. As Mr Sakalidis may be considered to have a material personal interest in the outcome of resolution 3, it was arguable whether a quorum could be formed to consider the matter at Board level other than under section 195(4) of the Act which permits directors to resolve (as they did in this instance) to put matters in which either one of them have a material personal interest to shareholders for consideration and resolution.

The Act prohibits a public company which is listed on ASX from giving a financial benefit to a related party of the public company unless the benefit falls within one of various exceptions to that general prohibition. Exceptions include where:

• the company first obtains the approval of shareholders in general meeting where the pre-conditions set out in the Act have been complied with in relation to the resolution; or

• the terms and conditions upon which the financial benefit is being given are not more favourable to the related party than those on which it is reasonable to expect that the company would give the benefit if dealing with the related party at arm’s length in the same circumstances; or

• the financial benefit is paid or provided as remuneration to a person in a capacity as an officer of the company and it is reasonable for a company in the company’s circumstances to pay or provide that remuneration to an office in the person’s circumstances.

A “related party” for the purposes of the Act is defined widely. It includes a director of the public company and specified members of the director’s family. It also includes an entity over which a director maintains control.

Page 5

NOTICE OF 2008 ANNUAL GENERAL MEETING Explanatory Statement - 8 October 2008

==> picture [49 x 55] intentionally omitted <==

A “financial benefit” for the purposes of the Act has a very wide meaning. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

ASX Listing Rule Requirements

ASX Listing Rule 10.11 requires, as a general rule, the issue of securities to a director to first be approved by shareholders in circumstances where certain information required by ASX Listing Rule 10.13 has been provided to shareholders; this Explanatory Statement provides that information. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Application of Corporations Act and ASX Listing Rules to Proposal

The provisions of Chapter 2E and ASX Listing Rule 10.11 apply to the proposed issue of Options to Mr G Sakalidis (the party to which resolution 3 relates) as he is a related party (by virtue of section 228 of the Act) to whom the proposed resolutions would permit financial benefits to be given.

ASX’s Corporate Governance Guidelines

The granting of options to executive directors falls within the guidelines recommended in Principle 9 of the first edition of the ASX’s Principles of Good Corporate Governance and Best Practice Recommendations.

Share Trading History

The price of Image’s shares quoted on the ASX over the twelve month period ending 8 October 2008 has ranged from a low of 31.5 cents on 7 October 2008 to a high of $2.49 on 7 November 2007. The latest available closing price of Image’s shares quoted on the ASX, prior to the date of this Explanatory Statement on 8 October 2008 was $0.315.

It is to be noted that the market price of Image’s shares at close of business 19 November 2008 or $1.50 ( whichever is the higher ) will be the price at which the Options are exercisable.

Valuation

The Directors requested Somes & Cooke, Chartered Accountants to provide an indicative valuation of the Options proposed to be granted to the related parties for inclusion in this Explanatory Statement (to satisfy the legal requirement that a value be placed on the Options and disclosed to shareholders using a legally mandated approach to valuation).

Somes & Cooke, by letter dated 6 October 2008, have valued the options as American Call Options that can be exercised at any time from being granted. The assessment was undertaken using the Binomial Options Pricing Model.

The valuation of the Options were based on the following variables:

i. the underlying share price is based on the last sale price of an Image share as at 3 October 2008, being $0.46; ii. the expected issue date of the Options is 19 November 2008; iii. the expected expiry date of the Options is 19 November 2011;

iv. the exercise price of each Option is $1.50;

v. the Options vest on 19 November 2008; vi. it is envisaged that the Options will be held to expiry;

vii. a volatility factor of 61.43% (in determining a volatility factor, Somes & Cooke took into account the Company’s ASX trading data for the period commencing 21 September 2005 and ending on 3 October 2008;

viii. the risk free rate is the implied yield on three year zero coupon Australian government bonds, at 29 August 2008, continuously compounded; and

ix. the expected dividend yield is 0%;

Based on the above variables, Somes & Cooke have ascribed a fair value of $0.0677 to each option with the result that notional values attributed to the 2,500,000 Options proposed to be issued to George Sakalidis, have a total ascribed value of $169,250. The Options will, at the date of approval, have a value determined by reference to the potential value that might be derived from any increase in the value of fully paid shares during the currency of the Options. It is this potential value uplift that is a key reason for the proposal that the Options be issued to the directors so as to motivate them to achieve that outcome which will likely benefit all shareholders.

Page 6

NOTICE OF 2008 ANNUAL GENERAL MEETING Explanatory Statement - 8 October 2008

==> picture [49 x 55] intentionally omitted <==

Notion of “fair value”

The expression “fair value” as used herein derives its meaning from Standard No. 2 (as issued by Australian Accounting Standards Board) and with which the Company must comply. In essence that standard prescribes that, to the extent presently relevant (that is in the absence of a market price being available), fair value is to be estimated, using a valuation technique, to estimate what the price of the equity instruments would have been on the measurement date in an arm’s length transaction between knowledgeable, willing parties.

The valuation technique shall be consistent with generally accepted valuation methodologies for pricing financial instruments, and shall incorporate all factors and assumptions that knowledgeable, willing market participants would consider in setting the price. The adoption of different techniques and assumption can lead to widely different “fair values”.

The directors do not consider that it is likely that the options (if issued at the date of this notice) could be sold for anything like as much as the “fair value” attributed to them in the context of current market sentiment given the simple facts that the latest market price for fully paid shares in Image is less than 40 cents when to acquire (at the “fair value”) the option and then exercise them to acquire fully paid shares will cost at least $1.567 and the options expire in 3 years.

Dilution Effect and Costs of Issue

The potential cost to Image of the issue of 2,500,000 Options pursuant to resolution 3 is that there will be a dilution of the issued share capital if the Options are exercised. Based on 79,644,246 shares currently on issue, the exercise of the proposed Options would have a dilution effect of approximately 3.14% on non-associated shareholders’ interest in Image. The issue of the Options will not restrict Image’s ability to issue further securities as it sees fit and should it do so, that will further diminish the potential dilution impact of the Options.

The opportunity costs to Image or benefits foregone by Image in respect of the proposed issue of Options are:

• the price at which the Options might have been issued pursuant to an arm’s length transaction for cash (or other value);

• if the Options are exercised at a time when the market price of Image’s shares is greater than the exercise price of the Options, there will be a detriment insofar as Image will be required to issue shares at a price lower than it might otherwise have then been able to, with the result that less funds will be raised for the number of shares issued.

If the options are exercised they will raise at least $3.75 million.

Capital Structure

The change in capital structure of Image as a result of the proposed issue of Options is as follows:

Before New Issues:

Shares	Number	Description	Description
	79,644,246	fully paid ordinary shares
Options	Number	Exercise Price	Expiry Date
	1,214,604	$0.39	26.11.2009
	2,000,000	$0.37	21.11.2010
	2,500,000	$1.80	16.11.2011
	1,000,000	$2.38	26.3.2012
	2,200,000	$2.12	20.11.2012

And in addition, on completion of new issues, the following Options:

Options	Number	Exercise Price	Expiry Date
	2,500,000	Say $1.50	19.11.2011

Page 7

NOTICE OF 2008 ANNUAL GENERAL MEETING Explanatory Statement - 8 October 2008

==> picture [49 x 55] intentionally omitted <==

Director’s emoluments and equity interests

Mr Sakalidis’ emoluments as executive managing director for the financial year ended 30 June 2008 were as follows:

Cash Salary and Salary Equivalents	Superannuation	Non-cash Benefits Equity Options	Total
$123,444	$11,110	$712,000 (SeeNote 1)	$846,554

Note (1)

Equity remuneration represents share options granted during the year as approved at the general meeting of shareholders held 20 November 2007. These options have been valued in accordance with International Financial Reporting Standards which specifies that an option-pricing model be applied to employees’ or directors’ stock options to estimate their fair value as at their grant date. The independent valuer used a Hull-White trinomial lattice model based on the same underlying option pricing theory as the Black-Scholes model but extended to take into account the impact of events which occur during the term of the option to arrive at a “fair value” of $0.89 per option when the options have an exercise price of $2.12 each. The latest available closing price of Image’s shares quoted on the ASX, prior to the date of this Explanatory Statement on 8 October 2008 was $0.315.

It is expected that Mr Sakalidis’ emoluments will be paid at similar levels in respect of the year ended 30 June 2009.

Excluding any securities proposed to be issued to Mr Sakalidis or his related parties pursuant to resolution 3, Mr Sakalidis has a relevant interest in 678,734 shares and 3,209,164 options .

Rationale for the proposal

The issue of Options as proposed is thought by the board to be justified because:

• it will provide the managing director with an opportunity to participate in Image’s future growth by rewarding him for his contribution and give him an incentive to further contribute to that growth;

• the managing director will thereby have a meaningful vested interest in the affairs of Image and in increasing the market value of its securities, thus he will have a common interest with all shareholders. If he achieves this result, all shareholders will benefit;

• the issue of Options has the benefit of conserving cash whilst rewarding and motivating the managing director;

• the real cost to the Image will be the opportunity cost and will not result in dilution of shareholders’ equity unless the Options are exercised;

• the exercise of the Options will provide working capital for Image;

• if all the Options proposed to be issued pursuant to resolution 3 are exercised, and the exercise price happens to be $1.50, an amount of approximately $3,750,000 will be raised;

• the purpose is to provide the managing director with an incentive and the success of Image depends in large measure on the skills and motivation of the people engaged in and overseeing the management of Image’s operations. It is therefore important that Image is able to attract and retain people of the highest calibre.

Other Information

If approval is forthcoming, the Options will be issued to George Sakalidis free of charge and within one month after the date of the meeting.

There is no other information known to the Directors or Image that is reasonably required by shareholders to make a decision whether or not it is in Image’s interests to pass resolution 3 other than as set out throughout this Explanatory Statement (including the current entitlements of the Director to securities in Image).

Recommendation

Mr G Sakalidis, a current director of Image, expresses no opinion and makes no recommendation in respect of the issue of Options proposed by resolution 3 as he is regarded as having a material personal interest in the outcome of that resolution.

Page 8

NOTICE OF 2008 ANNUAL GENERAL MEETING Annexure “A”

==> picture [49 x 55] intentionally omitted <==

TERMS AND CONDITIONS OF THE OPTION TO ACQUIRE FULLY PAID ORDINARY SHARES IN IMAGE RESOURCES NL (“The Company”)

The Options granted will entitle the holder to subscribe for and be issued Shares as follows:

• (i) each Option entitles the holder to subscribe for and be issued with one fully paid ordinary share in the Company upon payment of an amount per Option equivalent to the greater of the closing share price on 19 November 2008 or $1.50, this being the minimum price (“the Exercise Price”);

• (ii) the Options shall lapse at 5.00pm Western Standard Time on 19 November 2011;

• (iii) the Options shall be exercisable wholly or in part by notice in writing to the directors of the Company at any time until the expiry date on payment of the Exercise Price per Option;

• (iv) the Options will not be subject to any restrictions on transferability;

• (v) the Option-holders will not be entitled (by reason of being holders of the Options) to participate in new issues of capital which may be offered to shareholders during the currency of the Option;

• (vi) Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 9 business days before the date for determining entitlements to exercise the Options;

• (vii) within 5 business days of receipt of a properly executed Option notice and the required application monies, the number of shares specified in the notice will be issued;

• (viii) shares issued on the exercise of the Options will rank pari-passu with the then existing issued ordinary shares. The Company will apply for Official Quotation by ASX of all shares issued upon exercise of the Options within three business days after the date of issue of those shares;

• (ix) in the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the Options will be reorganised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged;

• (x) in the event of a bonus issue to the holders of Shares, the number of Shares over which each Option is exercisable shall be increased by the number of Shares which the Holder would have received if the Option had been exercised before the record date for the bonus issue. The bonus issue must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the bonus issue and rank equally in all respects with other shares of that class at the date of issue of the bonus shares;

• (xi) other than as set out in (ix) above, the Options do not confer any of the rights set out in ASX Listing Rule 6.22.

Page 9

Proxy Form

==> picture [76 x 85] intentionally omitted <==

Reference Number	«Ref»
Number of Shares	«Shares»

«Name» «Address1» «Address2» «Address3» «Address4» «Address5»

Appointment of Proxy

I/We appoint as proxy to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairperson sees fit) at the general meeting of the Company to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 19 November 2008 at 10.30am WST ( Meeting ) (and at any adjournment thereof). This proxy empowers the person appointed as proxy to vote on any other resolutions validly put to the Meeting as the proxy sees fit.

OR		the Chairperson	of the Meeting
For	Against	Abstain	No Direction to Vote
		(1)	(2)

		OR	the Chairperson of the Meeting	the Chairperson of the Meeting	the Chairperson of the Meeting	the Chairperson of the Meeting
			Against Abstain (1) No Direction to Vote (2)
Name of person you are appointing (if not the Meeting Chairperson) Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director Resolution 3 Issue of Options – G Sakalidis	For	For	Against	Abstain (1)

(1) IF YOU MARK THE ABSTAIN BOX FOR A PARTICULAR ITEM, YOU ARE DIRECTING YOUR PROXY NOT TO VOTE ON THAT ITEM.

(2) IF YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, PLEASE PLACE A MARK IN THIS BOX. The Chairman intends to vote undirected proxies in favour of all resolutions. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your vote on resolution 3.

Appointing a Second Proxy (if applicable)

==> picture [515 x 187] intentionally omitted <==

----- Start of picture text -----

or %
The number of shares applicable The percentage of your voting
to this proxy form rights
Signature(s)
Shareholder 1 Shareholder 2 Shareholder 3
Director Director/Secretary Sole Director and Secretary
Proxy Forms may be lodged with Image Resources NL either by facsimile on
(08) 9485 2840, by mail to PO Box 644, West Perth WA 6872. To be valid, a Proxy Form
must be received not less than 48 hours before the time appointed for the Meeting. For
assistance in completing this form, please refer to the rear of this form.
Contact Telephone Number
Company Seal (if required)
Area Code Telephone Number
----- End of picture text -----

Instructions for Completion of the Proxy Form

Shareholder’s Name & Address

This is the name and address of the shareholder as it appears on the Company’s share register. For the purposes of the Meeting, shares will be taken to be held by those persons who are the registered holders thereof 48 hours before the time appointed for the commencement of the Meeting.

Appointment of Proxy

A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder’s place at the Meeting. The proxy has the same right as the shareholder to speak and vote at the Meeting. If you leave this section blank, the Chairperson of the Meeting will be your proxy to vote your shares even if you attend the Meeting (unless you revoke your proxy before the Meeting).

Vote on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution /s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.

Appointing a Second Proxy

If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes.

Contact Telephone Number

This will help us if there are any problems with your proxy form.

Signature(s)

Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory.