IMAGE RESOURCES NL — AGM Information 2012

Oct 29, 2012

IMAGE RESOURCES NL ABN 57 063 977 579

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting Friday, 30 November 2012

Time of Meeting 10.00 am

Place of Meeting Level 2 16 Ord Street WEST PERTH WA 6005

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

The 2012 Annual Report may be viewed on the Company’s website at www.imageres.com.au

IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

IMAGE RESOURCES NL ABN 57 063 977 579 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Image Resources NL ( Company ) will be held at Level 2, 16 Ord Street, West Perth, Western Australia on Friday, 30 November 2012 at 10.00 am ( Meeting ) for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

2012 Financial Statements

To receive the financial statements of the Company for the year ended 30 June 2012, consisting of the annual financial report, the Directors’ report and the auditor's report.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

" That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2012 Annual Report be and is hereby adopted. "

Short Explanation: Section 250R of the Corporations Act requires a listed company to put to Shareholders at each AGM a resolution adopting the report on the remuneration of the Company’s Directors, executives and senior managers included in the Company’s Annual Report. The above Resolution is being proposed to comply with this requirement. The vote on this Resolution is advisory and neither binds the Company’s Directors nor the Company.

However, if more than 25% of votes cast on this resolution are against the resolution, then the Board Spill Meeting Resolution below will be put to shareholders for their consideration and vote. A reasonable opportunity will be provided to Shareholders for discussion of the Remuneration Report at the AGM.

Voting Prohibition : The Company will, in accordance with the Corporations Act, disregard any votes cast on Resolution 1 by a member of the key management personnel or a Closely Related Party of such a member. However, the Company will not disregard a vote if it is cast by such a person if:

• (a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• (b) the person is the Chair and the appointment of the Chair as proxy expressly authorises the Chair to vote the proxy on a resolution connected directly or indirectly with the remuneration of a member of the key management personnel.

Resolution 2 - Board Spill Meeting

Note: This resolution will not be proposed if Resolution 1 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That:

• (a) another meeting of the Company ( Spill Meeting ) be held within 90 days of the passing of this resolution;

• (b) all of the Directors in office when the Board resolution to make the directors’ report for the financial year ended 30 June 2012 was passed excluding the Company’s Managing Director (such directors being George Sakalidis and Peter Thomas), cease to hold office immediately before the end of the Spill Meeting; and

• (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of shareholders at the Spill Meeting.”

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

Short Explanation : If a listed company has more than 25% of votes cast against the Remuneration Report, for 2 years in succession and no “spill resolution” was put to members at the first of those 2 AGMs, Section 250V of the Corporations Act requires the company to put to Shareholders at the second of those AGMs a resolution that a meeting (being the Spill Meeting) of the Company be held to consider the composition of the Board.

Voting Prohibition : The Company will, in accordance with the Corporations Act, disregard any votes cast on Resolution 2 by a member of the key management personnel or a Closely Related Party of such a member. However, the Company will not disregard a vote if it is cast by such a person if:

• (a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• (b) the person is the Chair of the meeting and the appointment of the Chairman as proxy expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

Resolution 3 – Re-election of George Sakalidis as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

" That George Sakalidis, having retired as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election, is re-elected a Director of the Company. "

Short Explanation: Pursuant to the Company’s Constitution, one-third of the Directors of the Company (other than the Managing Director) must retire at each AGM and, being eligible, may offer themselves for re-election at that AGM.

Resolution 4 – Re-election of Peter Davies as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

" That Peter Davies, having been appointed since the previous AGM, retires as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for election, is re-elected a Director of the Company. "

Short Explanation: Pursuant to the Company’s Constitution, a director appointed to fill a casual vacancy must retire at the next AGM of the entity and, if eligible, may offer himself for election.

Resolution 5 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“ That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum. ”

Short Explanation: Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the AGM. The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7. Please refer to the Explanatory Memorandum for details.

Voting Exclusion: The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on Resolution 5 by any person who may participate in the issue (and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities) and any Associate of those persons. However, the Company will not disregard a vote cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

Resolution 6 – Ratification of Allotment and Issue of Shares

To consider and, if thought fit, to pass the following resolution, with or without amendment, as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 of the Listing Rules of the ASX and for all other purposes, the Company approves and ratifies the allotment and issue of 167,000 Shares to persons and on the terms set out in the Explanatory Memorandum accompanying this Notice.”

Short Explanation: Approval is sought under Listing Rule 7.4 to allow the Company to ratify the allotment and issue of these securities. Please refer to the Explanatory Memorandum for details.

Voting Exclusion : The Company will disregard any votes cast on Resolution 6 by persons who participated in the issue and any Associates of those persons. However, the Company will not disregard a vote if it is cast by a that person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it 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.

Resolution 7 – Approval for Placement of Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purposes of Listing Rule 7.1 of the Listing Rules of the ASX and for all other purposes, the Directors be authorised to issue and allot up to 10,000,000 Shares in the capital of the Company at an issue price of not less than 80% of the average market price of the Company’s Shares (calculated over the 5 days on which sales of shares were recorded before the day on which the issue is made), with such Shares to be issued to such persons as the Directors in their absolute discretion may determine and otherwise upon the terms set out in the Notice and Explanatory Statement. ”

Short Explanation: Approval is sought under Listing Rule 7.1 to allow the Company to allot and issue up to 10,000,000 Shares at an issue price of not less than 80% of the average market price of the Company’s Shares. Any Shares issued in accordance with Resolution 7 will be issued and allotted within 3 months from the date of the AGM (or such later date as approved by ASX). Please refer to the Explanatory Memorandum for details.

Voting Exclusion: The Company will in accordance with the Listing Rules of the ASX, disregard any votes cast on Resolution 7 by any person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any Associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it 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.

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 11.00 am (WST) on 28 November 2012:

• by post to: Computershare Investor Services Pty Limited GPO Box 212

• Melbourne, VIC 3001

• by facsimile on 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

• online by submitting proxy instructions electronically to the Company’s share registry, Computershare Investor Services Pty Ltd at www.investorvote.com.au. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

By order of the Board.

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Dennis Wilkins Company Secretary Date: 18 October 2012

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

PROXIES

A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5.00 pm Perth time on 29 November 2012 will be entitled to attend and vote at the AGM.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Image Resources NL ABN 57 063 977 579 ( Company ) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Level 2, 16 Ord Street, West Perth, Western Australia, on 30 November 2012 commencing at 10.00 am.

This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

At the AGM, Shareholders will be asked to consider the following Resolutions:

• adopting the Remuneration Report;

• a “spill” resolution (if required);

• re-electing Mr George Sakalidis as a Director, who retires by rotation in accordance with the Company’s Constitution;

• re-electing Mr Peter Davies as a Director, who was appointed since the previous AGM, and who retires in accordance with the Company’s Constitution;

• approving a 10% Placement Facility;

• ratifying the allotment and issue of Shares; and

• approving a Share placement facility.

Financial and Other Reports

As required by Section 317 of the Corporations Act, the financial statements for the year ended 30 June 2012 and the accompanying Directors report, Directors’ declaration and auditor’s report will be laid before the meeting.

Neither the Corporations Act, nor the Company’s Constitution requires a vote on the reports. However, the Shareholders will have an opportunity to ask questions about the reports at the AGM.

Resolution 1 – Remuneration Report

1.1 Introduction

As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and adoption by a non–binding vote. The Remuneration Report contains:

• information about the Board’s policy for determining the nature and amount of remuneration of the Directors and senior executives of the Company;

• a description of the relationship between the Company’s remuneration policy and the Company’s performance;

• a summary of performance conditions for each of the Directors and senior executives, including a summary of why they were chosen and how performance is measured against them; and

• remuneration details for each Director and for each of the Company’s specified executives.

The Remuneration Report, which is part of the Annual Report, has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available by visiting the Company’s web site www.imageres.com.au.

1.2 Voting on the Remuneration Report

In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any persons falling within the following classes:

• (a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person does so as a proxy appointed in writing that directs how the proxy is to vote on Resolution 1; or

• (b) the person is the Chairman and the appointment of the Chairman as proxy:

• (i) does not specify the way the proxy is to vote on Resolution 1; and

• (ii) expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of the key management personnel.

The Chairman will cast available proxies in favour of Resolution 1.

Resolution 2 - Board Spill Meeting

2.1 Introduction

At last year’s AGM, 26.2% of the votes cast in respect of the resolution to adopt the 2011 Remuneration Report were voted “against” that resolution. As the votes “against” exceeded 25% of the votes cast, the Company received what is known as a “first strike” under the executive remuneration laws, which applied for the first time last year.

If the votes “against” the 2012 Remuneration Report again exceed 25% of the votes cast, the Company will receive a “second strike” and Resolution 2 will be put to the meeting. If Resolution 2 is put to the meeting and passed, then it will be necessary for the Board to convene a further general meeting ( Spill Meeting ) of the Company within 90 days of the AGM in order to consider the composition of the Board unless Messrs Thomas and Sakalidis cease to be directors of the Company prior to that period elapsing.

2.2 Review of the Company’s Remuneration Practices

The Board will undertake a review in respect of key management personnel from 2012/13, including:

• reviewing the quantum of remuneration paid to the Managing Director, Executive Director – Exploration and Non-Executive Chairman to ensure alignment with the Company’s position in the ASX index; and

• reviewing to ensure a remuneration mix that provides consistency and alignment with the Company’s business model.

The Board believes that the Company’s remuneration policy and practices, as described in the 2012 Remuneration Report, are sound, reasonable and appropriate.

This resolution will only be put to the AGM if at least 25% of the votes cast on the resolution to adopt the Remuneration Report (Resolution 1) are cast against the adoption of the report.

Section 250V of the Corporations Act, which sets out the statutory requirements of a Spill Meeting resolution, applies to all of the Directors (save a managing director) in office when the Board resolution to make the Directors’ Report for the financial year (ended 30 June 2012) was passed. Consequently, if a Spill Meeting is held, the following Directors will, unless they first resign, automatically vacate office immediately before the end of the Spill Meeting unless they are willing to stand for re-election and are re-elected at that meeting:

• George Sakalidis; and

• Peter Thomas.

Resolution 3 is for the re-election of George Sakalidis as a Director. However, even if Mr Sakalidis is re-elected at this year’s AGM, he will still need to be re-elected at the Spill Meeting, should it be required to hold the same, to remain in office after the Spill Meeting.

A voting exclusion statement is included in the Notice.

2.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote against Resolution 2.

2.4 Voting on the Resolution

In accordance with the Corporations Act, a vote on Resolution 2 must not be cast (in any capacity) by or on behalf of persons in either of the following classes:

(a) a member of the key management personnel; or

• (b) a Closely Related Party of such a member.

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person does so as a proxy appointed in writing that directs how the proxy is to vote on Resolution 2; or

• (b) the person is the Chairman and the appointment of the Chairman as proxy:

• (i) does not specify the way the proxy is to vote on Resolution 2; and

• (ii) expressly authorises the Chairman to exercise the proxy even if Resolution 2 is connected directly or indirectly with the remuneration of the key management personnel.

The Chairman intends to vote all available proxies against Resolution 2.

Resolution 3 – Re-election of George Sakalidis as a Director

3.1 Introduction

Mr George Sakalidis was appointed as a Director on 13 May 1994.

In accordance with Listing Rule 14.4, no director of the Company may hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever period is longer. The Company’s Constitution also requires that one third of the Company’s directors must retire at each AGM. Accordingly, Mr Sakalidis will retire by rotation and, being eligible, offers himself for re-election.

Resolution 3 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

3.2 Director’s Biography

Mr Sakalidis is an exploration geophysicist with over 25 years’ industry experience, during which time his career has included extensive gold, diamond, base metals and mineral sands exploration. Mr Sakalidis has been involved in a number of significant mineral discoveries, including the Three Rivers and Rose gold deposits in Western Australia and the tenement applications over the Silver Swan nickel deposit. He was also instrumental in the design of the magnetic surveys and exploration drilling program that led to the discovery of the large mineral sands resources at Magnetic Mineral Limited's Dongara Project. Mr Sakalidis is an executive director of Image Resources NL (director since 13 May 1994, managing director during the period 13 June 2007 to 24 May 2012), Magnetic Resources NL (since that company was incorporated on 23 August 2006), Emu Nickel NL (since that company was incorporated on 29 August 2007), Meteoric Resources NL (since that company was incorporated on 13 February 2004) and non-executive director of Potash West NL (since that company was incorporated on 12 November 2010), each of which is ASX listed.

3.3 Directors’ Recommendation

All the Directors, except Mr Sakalidis, recommend that Shareholders vote in favour of Resolution 3.

Resolution 4 – Re-election of Peter Davies as a Director

4.1 General

Mr Peter Davies was appointed as Managing Director on 25 May 2012.

The Company’s Constitution requires that any director appointed during the year to fill a casual vacancy automatically retires at the next AGM, but is eligible for re-election at that meeting.

Resolution 4 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

4.2 Director’s Biography

Mr Davies is a mining engineer with 39 years of global experience in project evaluation and management of mining, chemicals and mineral sands operations. He graduated from the Royal School of Mines, London and holds First Class Certificates of Competency for coal mines (UK) and metal mines (Queensland). After early experience in British coal mines and as Mine Captain at Ashanti Goldfields, Mr Davies was engaged for 10 years in international project evaluation and project management roles with Billiton International Metals/Shell Metals. Between 1990 and 1995 he was the senior mining professional at Dominion Mining and Delta Gold. From 1995 to 2000 he was Manager/General Manager of the Tiwest Chandala minerals sands and Synthetic Rutile processing facilities north of Perth. In 2000 he was transferred by Kerr-McGee Chemicals (later Tronox) to manage the TiO2 pigment plant at Antwerp and from 2001 to 2006 was Director of European Operations, in charge of the pigment plants at Uerdingen (Germany), and Botlek (The Netherlands). Since 2006 he has been an independent consultant and was a Director of CSA Global. Mr Davies is an Associate of the Royal School of Mines, a Chartered Engineer in UK, Member of IMMM and Fellow of AusIMM.

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

4.3 Directors’ Recommendation

All the Directors, except Mr Davies, recommend that Shareholders vote in favour of Resolution 4.

Resolution 5 – Approval of 10% Placement Facility

5.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the AGM ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities that may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 5.2(c) below).

As disclosed to ASX, the Company continues to progress the North Perth Basin Project feasibility study (with associated resource definition and testwork) and aims to commence development of the North Perth Basin Project after July 2013. The Company may use the 10% Placement Facility (if approved) to advance these goals.

The Directors of the Company believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

5.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue five classes of Equity Securities, being listed Shares and four classes of unlisted Options.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12 month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the 12 months;

• (iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

• (iv) less the number of fully paid shares cancelled in the 12 months.

• Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D is 10%;

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

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IMAGE RESOURCES NL

Notice of Annual General Meeting 30 November 2012

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 106,655,193 Shares. Assuming Resolution 6 is passed, the Company has a capacity to issue:

• (i) 15,998,278 Equity Securities under Listing Rule 7.1; and

• (ii) 10,665,519 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 5.2(c) above).

• (e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the AGM at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

5.3 Listing Rule 7.1A

The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

5.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

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IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

The table below shows the potential dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table shows:

• (i) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable “A” in Listing Rule 7.1A.2			Dilution
		$0.1325 50% decrease in Issue Price	$0.265 Issue Price	$0.53 100% increase in Issue Price
Current Variable A 106,655,193 Shares	10% voting dilution	10,665,519 Shares	10,665,519 Shares	10,665,519 Shares
	Funds raised	$1,466,509	$2,933,018	$5,866,035
50% increase in current Variable A 159,982,790 Shares	10% voting dilution	15,998,278 Shares	15,998,278 Shares	15,998,278 Shares
	Funds raised	$2,199,763	$4,399,526	$8,799,053
100% increase in current Variable A 213,310,386 Shares	10% voting dilution	21,331,038 Shares	21,331,038 Shares	21,331,038 Shares
	Funds raised	$2,933,018	$5,866,035	$11,732,071

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder’s holding at the date of the Meeting.

• (v) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The use of Equity Securities under the 10% Placement Facility consists only of Shares.

• (vii) The issue price is $0.275, being the closing price of the Shares on ASX on 18 October 2012.

• (c) The Company will only issue and allot Equity Securities under the 10% Placement Facility approved (if approved) at the 2012 AGM during the 10% Placement Period. The approval under Resolution 5 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) cash consideration. In such circumstances, the Company intends to use the funds raised towards progressing the North Perth Basin Project feasibility study (with associated resource definition and testwork), commencing the development of the North Perth Basin Project and/or general working capital; or

• (ii) non-cash consideration for the acquisition of new resources, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

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IMAGE RESOURCES NL

Notice of Annual General Meeting 30 November 2012

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company.

• (e)

• The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. Therefore, no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice.

Resolution 6 – Ratification of Allotment and Issue of Shares

6.1 General

The Company issued 167,000 Shares on 9 October 2012 at an issue price of $0.30 per Share under its 15% placement capacity and now seeks, pursuant to Resolution 6 of the Notice, to ratify the allotment and issue of those Shares.

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The purpose and effect of such a ratification is to restore the Company’s discretionary power to issue further shares up to 15% of the issued capital of the Company without requiring shareholder approval.

The Company proposes Resolution 6 to ratify a previous issue of Shares in accordance with ASX Listing Rule 7.4. The Company confirms that the issue and allotment of the Shares the subject of Resolution 6 did not breach ASX Listing Rule 7.1.

6.2 Listing Rules Notice Requirements

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 167,000 Shares were allotted and issued by the Company;

• (b) the issue price per Share was $0.30;

• (c) the Shares allotted were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;

• (d) the Shares were allotted as a private placement to a nominee of Wallis Drilling, a sophisticated investor who provides drilling services to the Company and who is not a related party of the Company; and

• (e) the funds raised have been applied towards progressing exploration on its North Perth Basin mineral sands project and general working capital.

6.3 Directors’ Recommendation

The Directors of the Company believe that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 7 – Approval for Placement of Shares

7.1 Introduction

Resolution 7 seeks the approval of Shareholders for a Share placement facility of up to 10,000,000 ordinary fully paid Shares, which the Directors may utilise to raise additional working capital for the Company.

• 13 -

IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

The Directors believe that it is prudent for the Company to have a Share placement facility available so that it is has the flexibility to raise additional capital should market conditions provide the opportunity. If not utilised, the facility would lapse 3 months after the date of the Meeting.

ASX Listing Rule 7.1 prohibits a company from issuing shares representing more than 15% of its issued capital in any 12 month period, without the prior approval of its shareholders (subject to certain exceptions). Accordingly, Shareholder approval is being sought under Listing Rule 7.1 for the issue of up to 10,000,000 Shares in the Company.

7.2 Information Required by Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3:

• (a) the maximum number of securities that will be issued under the placement is 10,000,000 Shares;

• (b) any Shares issued in accordance with Resolution 7 will be issued and allotted within 3 months from the date of the AGM (or such later date as approved by ASX);

• (c) the Shares will be issued at a price which is not less than 80% of the average market price of the Company’s Shares, calculated over the 5 days on which sales in the Company’s Shares were recorded on ASX before the day on which the issue is made;

• (d) the Shares will be issued to institutional and sophisticated investors who are not related parties of the Company. As at the date of this Notice there has been no decision by the Directors to issue any Shares. Accordingly, the names of any allottees or proposed allottees are not known;

• (e) the Shares will rank equally in all respects with the Company’s existing Shares on issue;

• (f) funds raised by the issue of any Shares will be used as additional working capital for the Company to continue to progress the North Perth Basin Project feasibility study (with associated resource definition and testwork) and to commence the development of the North Perth Basin Project;

• (g) it is not known whether any allotments will occur as a single allotment or will occur progressively. However, it would be likely that any issue of Shares will occur as a single allotment; and

• (h) a voting exclusion statement is included in the Notice.

7.3 Directors’ Recommendation

The Board believes that the _proposed Share placement facility is beneficial for the Company and recommends Shareholders vote in favour of Resolution 7. If Shareholders approve this Resolution, the Company will retain the flexibility to issue further securities representing up to 15% of the Company’s Share capital during the next 12 months.

• 14 -

IMAGE RESOURCES NL Notice of Annual General Meeting 30 November 2012

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

10% Placement Facility	has the meaning given in Section 5.1.
10% Placement Period	has the meaning given in Section 5.2.
AGM	means an Annual General Meeting
Annual Report	means the Directors’ report, the annual financial report and auditors report in
	respect of the financial year ended 30 June 2012.
Associate	has the same meaning as defined in Section 11 and Sections 13 to 17 of the
	Corporations Act.
ASX	means ASX Ltd ABN 98 008 624 691 and, where the context requires, the
	Australian Securities Exchange operated by ASX Ltd.
Board	means the board of Directors of the Company.
Closely Related Party	has the same meaning as defined in Section 9 of the Corporations Act.
Company	means Image Resources NL ABN 57 063 977 579.
Constitution	means the Company's constitution, as amended from time to time.
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Equity Securities	has the same meaning as in the Listing Rules.
Explanatory Memorandum	means this information attached to the Notice, which provides information to
	Shareholders about the Resolutions contained in the Notice.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning in the introductory paragraph of the Notice.
Notice or Notice of Meeting	means the Notice of Annual General Meeting accompanying this Explanatory
	Memorandum.
Option	means an option to acquire a Share in the Company.
Proxy Form	means the proxy form attached to this Notice.
Remuneration Report	means the remuneration report of the Company outlined in the Annual Report.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.
Spill Meeting	has the meaning given in Section 2.1.
Trading Day	means a day determined by ASX to be a trading day in accordance with
	the Listing Rules.
WST	means Australian Western Standard Time.

• 15 -

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Image Resources NL

ABN 57 063 977 579

Lodge your vote:

• By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 IMA MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 10:00am Wednesday 28 November 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

View the Annual Report:

www.imageres.com.au

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Image Resources NL hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Image Resources NL to be held at Level 2, 16 Ord Street, West Perth WA 6005 on Friday, 30 November 2012 at 10:00am and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 2 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 2 are connected directly or indirectly with the remuneration of a member of the key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Resolution 2 where the Chairman of the Meeting will be voting against .

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 2 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 1 Adoption of Remuneration Report Resolution 2 Board Spill Meeting Resolution 3 Re-election of George Sakalidis as a Director Resolution 4 Re-election of Peter Davies as a Director Resolution 5 Approval of 10% Placement Facility Resolution 6 Ratification of Allotment and Issue of Shares Resolution 7 Approval for Placement of Shares

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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business with the exception of Resolution 2 where the Chairman of the Meeting will be voting against.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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I M A