IMAGE RESOURCES NL — AGM Information 2010

Oct 21, 2010

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 1 0 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 24 November 2010 at 11:00am (WST)

At

Level 2, 16 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.

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NOTICE OF 2010 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Shareholders of Image Resources NL (ABN 57 063 977 579) ( Image or the Company ) will be held at Level 2, 16 Ord Street, West Perth, Western Australia on Wednesday 24 November 2010 at 11.00am (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 the Company's Financial Report as prepared in respect of the year ended 30 June 2010 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 2010 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 the Company.

Resolution No. 3 – Approval for the Proposed Issue of Ordinary Fully Paid Shares:

That for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company approves the allotment and issue of up to 20,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement at a price which is the higher of $0.70 per share or a price that is at least 80% of the average market price for the Company’s quoted shares, as calculated over the 5 trading days on which sales in the securities were recorded before the day on which the issue is to be made, to selected professional and/or sophisticated investors who satisfy either of the definitions contained in sections 708(8), 708(10) and 708(11) of the Corporations Act 2001.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by a person, or an associate of that person, who may participate in the proposed issue and a person who might obtain a benefit, the subject of Resolution 3, except a benefit derived solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if either the vote is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or the vote is cast by the person 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

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RUDOLF TIELEMAN

COMPANY SECRETARY DATED: 22 October 2010

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 Monday 22 November 2010. 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 the Company. Proxy forms must reach the Registered Office of the Company 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.

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NOTICE OF 2010 ANNUAL GENERAL MEETING Explanatory Statement - 22 October 2010

1. Introduction

This Explanatory Statement has been prepared for the information of members of the Company in connection with the business to be conducted at the general meeting of members to be held at Level 2, 16 Ord Street, West Perth, Western Australia on Wednesday 24 November 2010 at 11:00am (WST).

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of 2010 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. Proposed Issue of Ordinary Fully Paid Shares (Resolution 3) ASX Listing Rule Requirements

ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of the Company is required to an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

The issue and allotment of shares outlined in Resolution 3 will exceed the 15% limit and therefore requires such approval.

In compliance with the information requirements of ASX Listing Rule 7.3, members are advised of the following particulars in relation to the proposed placement.

• (a) The maximum number of securities the Company may issue is 20,000,000 ordinary fully paid shares;

• (b) The Company will issue and allot the shares either simultaneously or progressively, in whole or in part (if at all) and will be completed by no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver;

• (c) The shares will be issued at a minimum issue price that is the higher of $0.70 per share or a price that is at least 80% of the average market price for the Company’s quoted shares, as calculated over the 5 trading days on which sales in the securities were recorded before the day on which the issue is to be made;

• (d) The shares are proposed to be issued to professional and/or sophisticated investors who satisfy either one of the definitions contained in sections 708(8), 708(10) or 708(11) of the Corporations Act 2001. No shares are to be issued to any related party of the Company. The participants are not yet known;

• (e) The Shares will rank equally in all respects with the existing fully paid ordinary shares on issue; and

• (f) The intended use of the funds raised will be directed towards advancing exploration on the Company’s mineral sands projects in Western Australia and provision of general working capital.

The Board recommends that Shareholders vote in favour of Resolution 3.

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Proxy Form
Reference Number
Number of Shares
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 annual general meeting of the Company to be held at the Level 2, 16 Ord Street, West Perth, Western Australia on Wednesday 24 November 2010
at 11.00am 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
Name of person you are appointing (if not the Meeting Chairperson)
For Against Abstain No Direction to Vote
(1) (2)
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Director
Resolution 3 Approval for Proposed Issue of Shares
(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 the
resolution. 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 vote these proxies in favour of the resolution.
Appointing a Second Proxy (if applicable)
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 the Company either by facsimile on (08) 9485 2840, or 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
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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.