IMAGE RESOURCES NL

ABN: 57 063 977 579

ANNUAL REPORT

FINANCIAL YEAR 2003 - 2004

Corporate Directory	3
Chairman's Review	4
Review of Operations	5
Directors' Report	12
Corporate Governance Statement	18
Statement of Financial Performance	22
Statement of Financial Position	23
Statement of Cash Flows	24
Notes to and forming part of the Financial Statements	25
Directors' Declaration	41
Independent Audit Report	42
Tenement Schedule	43
Other Information	46

CORPORATE DIRECTORY

DIRECTORS

MR PETER THOMAS Non-Executive Chairman

MR ROGER THOMSON Managing Director

MR GEORGE SAKALIDIS Executive Director - Exploration

COMPANY SECRETARY Rudolf Tieleman

REGISTERED OFFICE

$2^nd$ Floor 35 Outram Street, West Perth WA 6005 Telephone (08) 9485 2410 Facsimile (08) 9485 2840

WEBSITE www.imageres.com.au

FOR SHAREHOLDER INFORMATION CONTACT

SHARE REGISTRY Computershare Investor Services Limited Level 2 Reserve Bank Building 45 St George's Terrace, Perth WA 6000 Telephone (08) 9323 2000 Facsimile (08) 9323 2033

FOR INFORMATION ON THE COMPANY CONTACT

PRINCIPAL & REGISTERED OFFICE 2^nd Floor

35 Outram Street, West Perth WA 6005 Telephone (08) 9485 2410 Facsimile (08) 9485 2840

SOLICITORS TO THE COMPANY Smyth & Thomas

10 Walker Avenue, West Perth WA 6005

BANKERS

Bank of Western Australia Ltd Hay Street, West Perth WA 6005

AUDITORS Somes & Cooke Chartered Accountants Level 1, 1304 Hay Street, West Perth WA 6005

STOCK EXCHANGE Australian Stock Exchange

COMPANY CODE IMA (Fully paid shares)

ISSUED CAPITAL 55,650,590 fully paid ordinary shares 14,892,858 options exercisable at 25 cents by 25 August 2006 1,035,000 options exercisable at 25 cents by 4 July 2007 2,000,000 options exercisable at 33.5 cents by 27 November 2008

CHAIRMAN'S REVIEW

Dear Shareholder

Since listing just over 2 years ago, Image has, to great effect, utilised and expanded its aeromagnetic database and pursued its strategy of farming out its conceptually generated (mainly) gold and nickel projects to technically and financially strong joint venture partners such as Jubilee Mines, Troy Resources, Western Areas and Westonia Mines.

Image's large land holding is now comprised of 27 exploration projects covering some 6,500sq km. That 16 of those projects are being explored by joint venture partners at their sole cost, bears testament to the fact that Image's competitive advantage in generating blind targets is being recognised by its peers whilst at the same time delivering exposure to some highly prospective areas being subjected to a concerted high cost exploration endeavour.

The exploration highlights of the year under review are:

the drilling by Image's partner, Jubilee Mines, at Emu Lake which yielded high grade Ni 1. intersections including 2m at 6.2% Ni and which outlined a zone of massive and stringer sulphides over an identified 150m strike length which is open down plunge - this will be further drilled with a view to defining a resource; and
$2.$ reconnaissance drilling by Western Areas at Lake Percy which surprisingly yielded 2 significant Ni hits 6 km apart. The hits were 2m at 0.6% and 2m at 0.7% Ni at shallow depths. Western Areas has commenced a 10 hole, deep RC, programme to define this mineralisation.

As its joint venture partners explore Image's current projects, Image continues to focus on generating and acquiring further targets and strategic landholdings. Image holds 3,100sq km of the prospective Ni rich Forrestania belt under applications recently made and is now looking for joint venture partners to assist it explore that landholding.

During the year under review, Image farmed out 8 of its projects to Meteoric Resources NL and sponsored its listing on the ASX, raising \$5.1m after listing expenses. Image distributed to its shareholders some 25% of the post listing diluted capital of Meteoric to Image's shareholder while reserving for itself a substantial shareholding (4.2m ordinary fully paid) and a 1% royalty over the 8 projects.

Despite Image having taken a proactive approach to native title, it continues to suffer (in common with most explorers) some delays in respect of securing the grant of its tenements and unimpeded on-ground access. The adverse consequence of such delays often compounds with limitations imposed by nature frustrating the speed of programme execution. Image is now making up for lost time with large drilling programmes from Western Areas, Jubilee Mines, Troy Resources and Westonia Mines due to be completed over the next few months.

Accordingly, the year in prospect is looking very exciting for all of us.

PETER THOMAS CHAIRMAN

PROJECTS SUMMARY

Image Resources holds 27 projects totalling in excess of 6,500sq km in area, ranging from grass roots to advanced exploration projects with drilling targets. This large portfolio is focused on nickel and gold and ranges in location from the Eastern Goldfields, Southern Cross, Forrestania, Peak Hill and Pilbara regions in Western Australia to the Tennant Creek area of the Northern Territory. In recent times Image has been concentrating on the Forrestania- Ravensthorpe region of WA and has acquired a significant landholding over areas interpreted to be prospective for nickel in this emerging nickel district.

PROJECT LOCATIONS

Image has continued to pursue its strategy of identifying and acquiring prospective areas using its extensive aeromagnetic database and maintaining a high level of activity on its large tenement holding by partnering with aggressive mid-cap companies. Current joint ventures include the Emu Lake JV (nickel, Jubilee Mines 60%); Lake Percy JV (nickel, Western Areas earning 60%); Trojan JV (gold and base metals, Troy Resources earning 60%); Windarra North JV (nickel, Western Areas earning 60%) and Jilbadgie JV (nickel and gold, Westonia Mines earning 65%).

In addition, Image announced a major joint venture with Meteoric Resources NL on eight exploration projects, subject to Meteoric listing on the ASX. Meteoric listed on ASX on 16 July 2004 upon raising \$5.1 million after listing expenses. Meteoric promptly commenced exploration and drilling programmes on the Warrego North, Jarbora Hill and Wilthorpe projects.

Joint Ventures

Emu Lake JV

Emu Lake comprises two exploration licences situated 70km northeast of Kalgoorlie and 30km east of the high-grade Silver Swan nickel mine. Jubilee Mines is earning a 60% interest by sole funding exploration and completing a bankable feasibility study by December 2008. Image and the vendor retain a 30% interest and 10% interest respectively, free carried to the completion of a feasibility study.

The project area covers 54sq km and contains approximately a 10km strike length of ultramafic rocks known to be prospective for nickel sulphides. Previous explorers obtained drill intersections of up to 0.3m at 7.55% Ni at the Gossan Zone, confirming the potential for high-grade nickel sulphides.

Jubilee Mines has completed a vigorous programme of ground EM geophysics over parts of the project area and a programme of RC and diamond drilling at the Gossan Zone followed by down-hole EM surveys. Significant intersections from the drilling programme are summarised as follows:

Hole		Collar Coordinates ¹	Dip	Azimuth ²	From	Tо	Interval	Ni	Сu
No.	Northing	Easting			m	m	m	$\frac{0}{0}$	$\frac{0}{0}$
ELD ₁₁	48500	50330	-60	230	364.05	364.10	0.05	3.55	0.01
ELD ₁₅	48650	50355	-56	229	336.0	338.0	2.0	6.20	1.78
				(Includes)	336.3	337.0	0.7	16.90	3.49
					343.5	345.5	2.0	2.63	1.05
				(Includes)	344.3	344.55	0.25	8.81	2.39
ELD 16	48600	50360	-56	230	377.07	377.35	0.28	6.66	0.24
ELD ₁₇	48626	50297	-58	230	269.50	269.81	0.31	1.11	0.14
ELD ₁₈	48667	50330	$-55$	230	302.57	303.65	1.08	1.52	0.20
				(includes)	302.57	302.68	0.11	3.95	0.18
ELD ₂₁	48546	50329	-60	230	366.50	366.65	0.15	7.54	0.11

¹ local grid

² magnetic bearing

The drilling confirms the presence of massive and stringer nickel sulphides over a 150m strike length at the Gossan Zone at depths ranging from 200m to 350m below surface and open down plunge. mineralisation comprises high-tenor massive and stringer nickel sulphides at or close to the basal contact of

the main ultramafic. Down-hole EM surveys have defined several off hole conductors that are interpreted to lie internal to this zone and probably represent zones of local thickening of the massive sulphides. Owing to the relatively wide-spaced drilling pattern the geometry of the Gossan Zone mineralisation remains to be determined by further drilling.

The results of the exploration, with a best intercept to date of 2.0m at 6.2% Ni and 1.8% Cu from 336m, indicate that a strong mineralised nickel sulphide system is present at Emu Lake, with the potential to host high-tenor nickel mineralisation similar to that at the Silver Swan mine situated 30km to the west.

Lake Percy JV

Western Areas NL may earn a 60% interest in this 400sq km project in the Forrestania area by sole funding exploration expenditure of \$700,000 before February 2006. Western Areas completed a scout rotary air blast (RAB) drilling programme over geological and geophysical targets situated about 25km north of the Emily Ann nickel mine. The wide-spaced drilling identified two nickel-anomalous areas (2m at 0.58%Ni and 180ppm Cu from 46m and 2m at 0.67% Ni and 100ppm Cu from 39m at end of hole) on separate magnetic features about 6km apart.

Significantly, this scout drilling intersected the favourable ultramafic host rocks beneath what are interpreted to be shallow, flat-lying granite sheets or sills some 20m thick. This suggests that ultramafic rocks prospective for nickel are more widespread in this area than previously recognised and that careful use of geophysics can identify these ultramafics in areas previously regard to be underlain by unprospective granite. Western Areas' nearby Flying Fox nickel deposit occurs in a similar situation below flat-lying granitic rocks.

FORRESTANIA - EMILY ANN MAGNETICS

Trojan JV

The Trojan JV with Troy Resources NL comprises four projects totalling 585 sq km of tenements at Adam Range, Woongaring, Scorpion Well and Mt Zephyr. Troy can earn a 60% interest in these projects by sole funding expenditure of \$2 million before July 2008.

Scout RAB drilling at Adam Range identified an anomalous gold zone over a 1.2km strike length. These anomalous trends are open along strike and further drilling is anticipated following grant of this tenement covering the southern strike extension of this zone. RAB drilling at Mt Zephyr did not return encouraging results and Image has withdrawn from a joint venture covering part of the project area.

Grant of tenements covering a large gold and base metal geochemical anomaly discovered by Image at Woongaring was delayed by objections from native title applicants. The central tenement has now been granted and aboriginal heritage surveys are now being planned prior to a scheduled 7,000m RAB drilling programme to test the extensive geochemical anomalies in this area.

Grant of the Scorpion Well tenement, situated 15km south of the 2M oz Darlot gold mine has been delayed by a high court appeal by native title applicants following deregistration of the Koara land claim by the NNTT.

WOONGARING MAGNETICS

Windarra North JV

The Windarra North project comprises five exploration licences totalling 557sq km situated north and northwest of the Mt Windarra nickel deposit near Laverton. Under the terms of the joint venture Western Areas may earn a 60% interest by expenditure of \$2 million before July 2008.

Using its aeromagnetic database and other geophysical and geological information, Image identified three target trends which could represent extensions of the prospective Mt Windarra, South Windarra and Woodline Well ultramafic sequences below extensive alluvial cover.

The WMC-owned Windarra nickel mines (Mt Windarra and South Windarra) produced 7 million tonnes at 1.6% Ni containing approximately 113,000 tonnes of nickel metal during the period from 1973 to 1989, confirming the high nickel prospectivity of the ultramatic rocks in this district. In addition, nickel sulphides are reported to occur in the nearby Woodline Well area.

Three of the five tenements have now been granted and Western Areas has completed a field inspection and is now preparing an air core drilling programme to test four target areas identified from interpretation of aeromagnetic data from this under-explored area.

WINDARRA NORTH AEROMAGNETICS

Jilbadgie JV

Westonia Mines Limited may earn a 65% interest in this 225sq km project situated 30km south of Southern Cross. Image has interpreted the presence of an extensive sequence of ultramafic rocks on which little nickel exploration has been completed to date.

Westonia has completed an extensive geochemical soil sampling survey and identified three distinct nickelanomalous areas. A programme of ground EM surveys and RAB drilling to test these anomalies is planned later in the year when access is available to this cereal crop farming area. Westonia has earned a 65% interest in one of the two tenements comprising this project, and Image is now contributing to the joint venture.

Meteoric JV

Following shareholder approval, Image farmed out eight of its gold and copper-gold projects to Meteoric Resources NL and assisted Meteoric to list on the ASX. Under the terms of the joint venture Meteoric has paid Image \$220,000 and may spend \$1 million before July 2006 to earn 80% of Image's interest in the Warrego North, Murchison Range, Bullfinch, Jarbora Hill, Wilthorpe, Ruby Well, Ularring and Junction Lake projects. Meteoric is obligated to spend \$0.5 million in the first year and may increase its interest to 100% of Image's interest by spending a further \$1 million over an additional three years, with Image retaining a 1% gross royalty. Image holds a 100% interest in these projects with the exception of Wilthorpe and Bullfinch where it holds a 90% interest and Ruby Well where it holds a 60% interest.

Meteoric listed on ASX in mid July 2004 after raising \$5.1 million after listing expenses. A programme of detailed gravity and ground magnetic surveys was commenced immediately at Warrego North to be followed by an RC drilling programme.

New Projects

Following interpretation of aeromagnetics and other geophysical data, Image has applied for several exploration licences to the west of Forrestania and to the north west of Ravensthorpe bringing its landholdings in this region to in excess of 3,000sq km, in addition to the 400sq km held in joint venture with Western Areas, making Image one of the largest landholders in the region.

FORRESTANIA - RAVENSTHORPE REGION

The applications cover interpreted repetitions and extensions to the Forrestania and Ravensthorpe greenstone belts and are considered to be prospective for nickel and gold. Image is planning to acquire more geophysical data in these areas in order to further define target areas for exploration.

DIRECTORS' REPORT

Your directors present their report on the Company for the year ended 30 June 2004.

DIRECTORS

The following persons were directors of Image Resources NL ("Image") during the whole of the year (unless otherwise stated) and up to the date of this report:

Mr George Sakalidis Mr Peter Thomas Mr Roger Thomson

PRINCIPAL ACTIVITIES

The principal activities of the Company during the year were the exploration of mineral tenements in Western Australia and the Northern Territory.

RESULTS FROM OPERATIONS

During the year the Company recorded an operating loss of \$1,188,210 (2003: \$759,994 - it is to be noted that this resulted after the derivation of revenue from non-ordinary activities amounting to \$1,150,008).

DIVIDENDS

No amounts have been paid or declared by way of dividend by the Company since the end of the previous financial year and the Directors do not recommend the payment of any dividend.

REVIEW OF OPERATIONS

A review of operations is covered elsewhere in this Annual Report.

EARNINGS PER SHARE

Basic Loss per share for the financial period was 2.22 cents (2003: 1.56 cents). Diluted Loss per share is not significantly different from Basic Loss per Share.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Significant changes in the state of affairs of the Company during the financial period were as follows:

1. A placement of 6,250,000 shares at \$0.24 each was made on 1 October 2003 and ratified by shareholders at the annual general meeting of shareholders held 27 November 2003;
1. The Company entered into a Joint Venture Agreement and a Royalty Deed with Meteoric Resources NL whereby Meteoric acquired the right to acquire interests in various tenements by exploring and developing those tenements. Meteoric, with Image's assistance, arranged a successful IPO and was admitted to the ASX on 16 July 2004. Image retains an investment of 4,200,000 fully paid shares in Meteoric, all of which are subject to escrow restrictions until 16 July 2006.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD

No material matters have occurred subsequent to the end of the financial year which require reporting on other than the matters referred to in the previous paragraph or as reported to ASX.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

Likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice to the Company.

ENVIRONMENTAL ISSUES

The Company carries out operations in Western Australian and the Northern Territory which are subject to environmental regulations under both Commonwealth and State legislation in relation to its exploration activities.

The Company has formal procedures in place to ensure regulations are adhered to. During or since the financial period there have been no known significant breaches of these regulations.

INFORMATION ON DIRECTORS

Peter Thomas

Chairman

Mr Thomas is a practising Solicitor with more than twenty years national and international experience in the resource sector (both oil and minerals) specialising in the provision of general contractual and corporate advice to both miners and explorers. He has been responsible for the structuring, restructuring and reconstruction of a number of companies and has been a director of a number of listed companies. He is also chairman of Meteoric Resources NL, Sandfire Resources NL and the Anthem Software group of companies. He was a director of Magnetic Minerals Limited until it was taken over, delivering substantial value to its shareholders.

Mr Thomas has an interest in 230,000 ordinary fully paid shares, 1,000,000 options exercisable at \$0.25 each by 25 August 2006 and 400,000 options exercisable at \$0.335 each by 27 November 2008. Of these securities, 60,000 shares and 1,000,000 options were subject to escrow provisions until 4 July 2004. He also holds, through an associated entity, an interest in 40,000 fully paid ordinary shares which are not subject to escrow provisions.

Roger Thomson

Managing Director

Mr Thomson is a geologist with more than thirty years experience in mineral exploration, mining geology and management in Australia, Africa, South America and SE Asia. Mr Thomson has held the positions of General Manager Exploration with Delta Gold Ltd and Sons of Gwalia Ltd and has been responsible for, or closely associated with, making economic discoveries of gold and tantalum in Australia. He successfully managed the programme that led to the discovery of the multi-million ounce Sunrise gold deposit, near Laverton in Western Australia. Mr Thomson is an Associate of the Royal School of Mines, a Member of the Australasian Institute of Mining and Metallurgy and a Member of the Society of Economic Geologists. He is a director of Meteoric Resources NL and unlisted Mariana Resources NL.

Mr Thomson has an interest in 2,000,000 options exercisable at \$0.25 each by 25 August 2006 and 800,000 options exercisable at \$0.335 each by 27 November 2008. Of these securities, 2,000,000 options were subject to escrow restrictions until 4 July 2004. He also holds, through an associated entity, an interest in 150,000 fully paid ordinary shares of which 56,250 were subject to escrow provisions until 4 July 2004.

George Sakalidis

Exploration Director

Mr Sakalidis is an exploration geophysicist with over 20 years industry experience, during which time his career has included extensive gold, diamond, base metals and mineral sands exploration. He was involved in the compilation of what the Board believes to be one of the largest aeromagnetic databases held by any Australian junior explorer, which is now held by Image. Using this database, 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 instrumetal in the design of the magnetic surveys and exploration drilling program that led to the discovery of the large mineral sands resources at Magnetic Minerals Limited's Dongara Project. Mr Sakalidís was a founding director of Magnetic Minerals Limited and was previously a director of North Star Resources NL. He is also a director of Meteoric Resources NL.

Mr Sakalidis has an interest in 6,350,570 fully paid shares, 2,505,925 options exercisable at \$0.25 each by 25 August 2006 and 800,000 options exercisable at \$0.335 each by 27 November 2008. Of these securities, 5,518,370 shares and 2,505,925 options were subject to escrow provisions until 4 July 2004. He also holds, through an associated entity, an interest in 112,000 fully paid ordinary shares which are not subject to escrow provisions.

AUDIT COMMITTEE

At the date of this report the Company does not have a separately constituted Audit Committee as all matters normally considered by an audit committee will be dealt with by the full board.

MEETINGS OF DIRECTORS

During the financial period ended 30 June 2004, there were 10 meetings of directors. All meetings were attended by all the directors.

DIRECTORS AND EXECUTIVES EMOLUMENTS

The Company's policy for determining the nature and amount of emoluments of board members and senior executives (if any) of the Company is as follows:

The remuneration structure for executive officers, including executive directors, seeks to emphasise payments for results through providing various reward schemes, for example the incorporation of Share Option Incentive Schemes. The objective of the reward schemes is to both re-inforce the short and long term goals of the Company and to provide a common interest between management and shareholders.

$(a)$ The names of directors who have held office during the financial year are -

George Sakalidis Peter Thomas Roger Thomson

$(b)$ Retirement and Superannuation Payments -

Prescribed benefits were provided by the Company to all executive directors by way of superannuation contributions to complying superannuation funds during the year. These benefits were paid at the statutory rate of 9%.

$(c)$ Non-executive directors -

Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors fees are reviewed annually by the Board. The Chairman's fees are determined independently to the fees of executive directors and are based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration. Non-executive directors do receive share options which are approved by shareholders in general meeting.

$(d)$ Directors fees -

The current base remuneration, effective from 1 July 2002, was last reviewed October 2002. The Chairman's remuneration is inclusive of fees paid whilst chairing the meetings of executives and officers while executive directors who chair a meeting receive no additional yearly fees.

Non-executive directors fees are determined within an aggregate directors' fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at \$150,000 per the group of non-executive directors.

Retirement allowances for directors - $(e)$

The company does not have a policy for the payment of retirement allowances for non-executive directors appointed at this time.

$(f)$ Executive pay -

The executive pay and reward framework has three components:

Base pay;

Incentive options:

Other remuneration such as superannuation.

The combination of these comprise the executives' total remuneration.

Base Pay -

Structures as a total employment cost package which may be delivered as a mix of cash and prescibed non-financial benefits at the executive's discretion.

The executives have been offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for the senior executives is reviewed annually. At the expiry of the term of employment, the executives' base pays are reviewed to remain competitive with the market. There are no guaranteed base pay increases fixed in the senior executives' contracts.

The emoluments of each Director and each executive officer for the financial period are as follows:

Executive and Position	Primary Salary & fees	Post Employment Super-	Equity Options (1)	Total
		annuation
Peter Thomas	\$67,629		\$80,000	\$147,629
Non-Executive Chairman
Roger Thomson	\$181,177	\$16,405	\$160,000	\$357,582
Executive Managing Director
George Sakalidis	\$150,545	\$13,549	\$160,000	\$324,094
Executive Director
Rudolf Tieleman	\$44,234			\$44,234
Company Secretary
Total	\$443,585	\$29,954	\$400,000	\$873,539

Note $(1)$

Equity remuneration represents share options granted during the year as approved at the general meeting of shareholders held 27 November 2003. These options have been valued at grant date using the Black-Scholes option valuation methodology.

Service agreements -

Remuneration and other terms of employment/consultancy were formalised in agreements with RM Thomson and G Sakalidis. Major provisions of the agreement relating to remuneration are set out as follows:

	Term of agreements	Base remuneration	Review periods	Increase
RM Thomson	3 years from 4 July 2002	\$96.15 per hour	Annually on 4 July	Discretionary by Board

G Sakalidis	3 years from	\$91.74 per hour	Annually on 4
	4 July 2002		Iulv

EMPLOYEES

The Company had three employees at 30 June 2004 (2003: Three employees).

CORPORATE STRUCTURE

Image Resources NL is a no liability company limited by shares and is incorporated and domiciled in Australia.

DIRECTORS' REPORT

INDEMNIFICATION & INSURANCE OF DIRECTORS AND OFFICERS

The Company has entered into agreements indemnifying, to the extent permitted by law, all the directors and officers of the Company against all losses or liabilities incurred by each director and officer in their capacity as directors and officers of the Company.

OPTIONS

As at the date of this report there are the following options over un-issued ordinary shares in the Company;

1,035,000 exercisable at \$0.25 per option on or before 4 July 2007. The options were issued pursuant to $(a)$ the Company's Employee Share Option Plan;
$(b)$ 14,892,858 exercisable at \$0.25 per option on or before 25 August 2006;
$(c)$ 2,000,000 exercisable at \$0.335 per option on or before 27 November 2008.

During the year, 2,000,000 options were issued to the directors as approved at the company's annual general meeting held on 27 November 2003.

Also during the year, 619,333 non-employee options and 65,000 employee options were exercised at \$0.25 each.

No further options have been exercised since the end of the financial year.

RM THOMSON Managing Director Perth 30 September 2004

CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Image Resources NL is responsible for the corporate governance of the company. The Board guides and monitors the business and affairs of the company on behalf of the shareholders by whom they are elected and to whom they are accountable.

To ensure the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of Directors and for the operation of the Board.

The substance of the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures (which in unabridged form may be viewed at www.asx.com.au/about/corporategovernance) as adopted with variations by the company, are set out below and have been applied for the entire financial year ended 30 June 2004. Where there has been any variation from the recommendations it is because the Board believes that the company is not as yet of a size, nor are its financial affairs of such complexity to justify some of those recommendations and as such those practices continue to be the subject of the scrutiny of the full Board.

Board Composition:

The Board is comprised of three Directors, of which the Managing Director and Exploration Director are the Executive Directors.

The skills, experience and expertise relevant to the position of each Director who is in office at the date of the annual report, their attendances at meetings and their term of office are detailed in the Directors' Report. Due to the size of the company, the Board are not independent Directors. This situation will be monitored and changed in line with best practice as and when the Directors feel the company is of sufficient size. The names of the Directors of the company in office at the date of this statement are:

Name	Position	Committees
Peter Sisely Thomas	Non Executive Chairman	None
Roger Michael Thomson	Managing Director	None
George Sakalidis	Exploration Director	None

When determining whether a Director is independent, the Board has determined that the Director must not be an executive and:

is not a substantial shareholder of the company or an officer of, or otherwise associated directly $\bullet$ with, a substantial shareholder of the company;
within the last three last years has not been employed in an executive capacity by the company or $\bullet$ been a Director after ceasing to hold any such employment;
within the last three years has not been a principal or employee of a material professional adviser or $\bullet$ a material consultant to the company or an employee materially associated with the service provided;
is not a material supplier or customer of the company or an officer of or otherwise associated directly or indirectly with a significant supplier or customer;
has no material contractual relationship with the company other than as a Director of the company; $\bullet$
is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the company.

Directors have the right to seek independent professional advice in the furtherance of their duties as Directors, at the company's expense, subject to those expenses being reasonable or incurred with the chairman's approval, such approval not to be unreasonably withheld.

The Board and Board Nominations:

The company does not presently operate a nomination committee. As such, the full Board (subject to members' voting rights in general meeting) is responsible for selection of new members and has regard to a candidates' experience and competence.

Under the Company's Constitution:

the maximum number of Directors on the Board is ten;
a Director (other than the Managing Director) may not retain office for more than three years without submitting for re-election; and
at the Annual General Meeting each year effectively one third of the Directors in office (other than the Managing Director) retire by rotation and must seek re-election by shareholders.

Securities Trading Policy:

The company has adopted a formal securities trading policy whereby in that Directors and employees are restricted from acting on material information until it has been released to the market in accordance with the ASX requirements of continuous disclosure and the market has had sufficient time to absorb that information.

Directors' Remuneration and Policies:

The company does not presently operate a remuneration committee and the remuneration of all Directors is determined by the members of the Board of Directors.

All compensation arrangements for Directors including the Managing Director are determined by the Directors after taking into account the current competitive rates prevailing in the market.

The amount of remuneration for all Directors including the full remuneration packages, comprising all monetary and non-monetary components of the Executive and Non Executive Directors, are detailed in the Directors' Report.

Executives will receive base salary, superannuation and in some cases, fringe benefits and performance incentives. Executives and staff may be invited by the Board of Directors, to participate in the Employee Share Option Plan. These packages are reviewed on an ongoing basis and in most cases will be reviewed against predetermined performance criteria.

All remuneration to be paid to present or future executives will be valued at the cost to the company and expensed. Shares issued to executives are valued as the difference between the market price of those shares and the amount paid by the executive. Options are valued using the Black-Scholes methodology.

The Board expects that the remuneration structure that is implemented will result in the company being able to attract and retain the best executives to manage the economic entity. It will also provide the executives with the necessary incentives to work to grow long-term shareholder value.

The Board can exercise its discretion in relation to approving incentives, bonuses and options.

There are no schemes for retirement benefits other than statutory superannuation for independent Directors.

External auditors:

The auditors of the Company have open access to the Board of Directors at all times. Somes & Cooke have audited the Company for the last two years. Somes & Cooke attend the company's annual general meeting.

CORPORATE GOVERNANCE STATEMENT

Audit committee:

The company does not presently operate an audit committee, however, there is a recognition that a committee will be required in the future in order to comply with good Corporate Governance. In the event an audit committee is adopted, it will be proposed that all directors be appointed to that committee.

The Company does not wish to adopt an audit committee at this time or in the future and will only do so in order to comply with Corporate Governance practices. If adopted the properly constituted Audit Committee will comprise all of the directors. The responsibilities of the Audit Committee, if adopted, would be laid out in its terms of reference, and amongst other things, includes the responsibility to ensure that an effective internal control framework exists within the entity, to produce half year and annual financial statements.

Managing risks:

The Board meets regularly to evaluate, control, review and implement the Company's operations and objectives.

Regular controls established by the Board include:

detailed quarterly financial reporting;
delegation of authority to the Managing Director to ensure approval of expenditure obligations;
implementation of operating plans, cash flows and budgets by management and Board monitoring of progress against projections; and
procedures to allow Directors, and management in the furtherance of their duties, to seek independent professional advice via the utilisation of various external technical consultants.

The Board recognises the need to identify areas of significant business risk and to develop and implement strategies to mitigate these risks.

Commitment to stakeholders & ethical standards:

The Board supports high standards of corporate governance and requires its members and the management and staff of the Company to act with integrity and objectivity in relation to:

compliance with laws and regulations affecting the company's operations;
the ASX's Corporate Governance;
employment practices;
responsibilities to:
the community; $\bullet$
the individual;
the environment;
conflict of interests:
confidentiality;
ensuring that shareholders and the financial community are at all times fully informed in accordance with the spirit and letter of the ASX's continuous disclosure requirements;
corporate opportunities arising from these for personal gain or to compete with the company;
protection of and proper use of the company's assets.

The company actively promotes ethical behaviour.

CORPORATE GOVERNANCE STATEMENT

Monitoring of the Board's Performance and Communication to Shareholders:

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all Directors is regularly reviewed by the Chairman. The company does not presently have an evaluation of the Board or Board members performed by an independent consultant.

The Board of Directors aims to ensure that the shareholders, are informed of information necessary to assess the performance of the Company. Information is communicated to the shareholders through:

the Annual Report which is distributed to all shareholders; $\bullet$
the availability of the Company's Quarterly Report to shareholders so requesting;
the Half-Yearly Report distributed to shareholders so requesting; $\bullet$
adherence to continuous disclosure requirements;
the Annual General Meeting and other meetings so called to obtain shareholder approval for Board action as appropriate; and
the provision of the Company's website containing all of the above mentioned reports and its constant update and maintenance.

STATEMENT OF FINANCIAL PERFORMANCE For the Year Ended 30 June 2004 IIV 2004 - Angeles III (1990)
Angeles II (1990)

	Notes	2004 (3)	2003 $($ \$)
Revenue from ordinary activities		161,462	107,210
Revenue/(loss) from non-ordinary activities	2	3,901	1,150,008
Depreciation and amortisation expense	2	(203, 214)	(202, 237)
Other expense from ordinary activities	2	(1,150,359)	(1,814,975)
Loss from ordinary activities before related income tax expense		1,188,210	759,994
Income tax expense	3
Loss from ordinary activities after related income tax expense		1,188,210	759,994
Net loss attributable to members of Image Resources NL		1,188,210	759,994
Basic loss per share (cents per share) Diluted loss per share (cents per share)	6 6	(2.22) (2.22)	(1.56) (1.56)

The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION As at 30 June 2004

	Notes	2004 $($ \$)	2003 (5)
Current Assets
Cash Assets	7	3,085,231	2,444,428
Receivables	8	482,347	3,409
Prepayments	9	15,461	7,133
Other financial assets	10	2,111	5,111
		3,585,150	2,460,081
Non-Current Assets
Plant and equipment	11	52,286	62,813
Aeromagnetic database	12	2,053,347	2,240,007
Mineral interests	13	1,109,324	1,520,921
Other financial assets	10	1
		3,214,958	3,823,741
TOTAL ASSETS		6,800,108	6,283,822
Current Liabilities
Payables	14	202,587	117,773
NET ASSETS		6,597,521	6,166,049
Equity
Contributed equity	15	9,675,943	8,056,261
Accumulated losses		3,078,422	1,890,212
TOTAL EQUITY		6,597,521	6,166,049

The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOWS For the Year Ended 30 June 2004

	Notes	2004	2003
CASH FLOWS FROM OPERATING		(5)	(5)
ACTIVITIES
Receipt from customers			160,919
Cash payments to suppliers and contractors		(1,083,013)	(533,744)
Interest received		161,462	107,210
Net cash (used in) operating activities	16	(921, 551)	(265, 615)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment		(6,027)	(72, 388)
Payments for exploration and evaluation		(326,989)	(1,271,970)
Purchase of new prospects		(114, 244)	(61, 464)
Recoupment of exploration costs		393,132
Purchase of investments		(2,001)	(35,000)
Proceeds on sale of investments		8,901	1,297,510
Net cash (used in) / provided by investing
activities		(47, 228)	(143, 312)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new issues of shares		1,671,083
Share issue expenses		(61, 501)	(101, 881)
Net cash provided by financing activities		1,609,582	(101, 881)
Net (decrease) / increase in cash held		640,803	(510, 808)
Cash at the beginning of the financial period		2,444,428	2,955,236
Cash at the end of the financial period	7	3,085,231	2,444,428

The accompanying notes form part of these financial statements.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

Where appropriate, figures for the financial year ended 30 June 2003 have been restated to make them comparable with amended classifications adopted for the financial year ended 30 June 2004.

The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

(b) Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous year.

(c) Goods and Services Tax (GST)

Revenues, expenses and assets are recognized net of the amount of GST except:

where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flow on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(d) Income Tax

The Company adopts the liability method of tax-effect accounting whereby the income tax expense shown in the profit and loss statement is based on the operating profit before income tax adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of operating profit before income tax and taxable income are brought to account as either a provision for deferred income tax or an asset described as future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(e) Exploration and Development Expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each separate identifiable area of interest. These costs are only carried forward where the right of tenure of the area of interest is current and to the extent that they are expected to be recouped through the sale or successful development of the area or where exploration and evaluation activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active and significant operations are continuing.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. When an area of interest is abandoned, or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made. When expenditure carried forward is deemed to no longer contribute to the entity's ability to successfully develop or exploit an area of interest, such costs are written off in the financial period the decision is made.

(f) Acquisition of Assets

The cost method is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of assets given up at the date of acquisition plus costs incidental to the acquisition.

Costs relating to the acquisition of new areas of interest are classified as either exploration and evaluation expenditure or mine properties based on the stage of development reached at the date of acquisition.

$(g)$ Cash

For the purpose of the statement of cash flows, cash includes:

cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and $(i)$
(ii) investments in money market instruments with less than 14 days to maturity.

(h) Revenue

Interest revenue is recognised on a proportional basis taking into account interest rates applicable to the financial asset.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i) Employee Entitlements

Wages and Salaries and Annual Leave - Liabilities for wages and salaries and annual leave are recognized, and are measured as the amount unpaid at the reporting date at current pay rates in respect of employees' services up to that date. There is no liability to Long Service Leave entitlements.

(j) Earnings Per Share

Basic Earnings Per Share Basic earnings per share is determined by dividing the profit from $(ii)$ ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year.
(ii) Diluted Earnings Per Share Diluted EPS is calculated as net profit attributable to members, adjusted for:
costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognized as expenses; and
other discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares.

(k) Non-current Assets

The cost of each item of plant and equipment is written off over its expected economic life, adjusted for any salvage value, if applicable. Estimates of remaining useful lives range between 4 and 5 years. The aeromagnetic database is depreciated on a straight-line basis over 15 years, being the period of expected benefit. Ongoing costs of maintaining and improving the technology are expensed as incurred.

(I) Recoverable Amount

Non-current assets are not carried at an amount greater than their recoverable amount, and where carrying values exceed this recoverable amount, assets are written down. In determining recoverable amount the expected net cash flows have not been discounted.

(m) Financial Instruments

Financial Assets: Security deposits are recognised at their fair value. Other receivables are carried at nominal amount due less any provision for doubtful debts. An estimate of doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Sundry debtors and other receivables are non-interest bearing and have repayment terms between 30 and 90 days.

Financial Liabilities: Liabilities for trade creditors and other accruals are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Company. Trade creditors are normally settled on 30 day terms.

(n) Contributed Equity

Ordinary share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o) Joint Ventures

Interest in joint venture operations are brought to account by including in the respective classifications, the share of individual assets employed, liabilities and expenses incurred and revenue from the sale of joint venture output. Interest in joint venture operations are brought to account by including assets and liabilities in their respective classifications.

OPERATING LOSS NOTE ₂	2004 (5)	2003 (5)
Operating loss before income tax includes:
Net Gains
Profit/(loss) on sale of investments	3,901	1,150,008
Expenses
Depreciation and amortisation	203,214	202,237
Exploration and related expenses	447,739	1,370,162
Occupancy costs	51,936	35,368
Filing and ASX Fees	25,146	2,398
Corporate and management	267,742	143,452
Other expenses from ordinary activities	357,796	263,595
	1,150,359	1,814,975
NOTE 3 INCOME TAX	2004 ( \$)	2003 (5)
The amount of income tax provided for in the accounts differs from the amount prima facie payable on the operating loss. The difference is reconciled as follows:
Loss from ordinary activities before income tax	1,188,210	759,994
Prima facie tax benefit attributable to loss from ordinary activities before income tax at
30% (2003: 30%)	356,463	227,998
Less: Tax effect of Non-allowable items
- Amortisation of Database	55,998	55,997
- Other	663	925
Tax losses not brought to account as future
income tax benefit	(299, 802)	(171, 076)
Income tax attributable to operating loss

NOTE 3 INCOME TAX (Continued)

Unbooked future income fax benefits

The Company has accumulated tax losses of \$2,251,445 (2003: \$1,252,104).

The potential future income tax benefit of these losses (\$675,433) will only be realised if:

the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from $(1)$ the losses and deductions to be released;
(ii) the Company continues to comply with the conditions for deductibility imposed by the law; and
(iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.

NOTE 4 DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS

$(a)$ The names of directors who have held office during the financial vear are -

George Sakalidis Peter Thomas Roger Thomson

Retirement and Superannuation Payments - $(b)$

$(c)$ Non-executive directors -

Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors fees are reviewed annually by the Board. The Chairman's fees are determined independently to the fees of executive directors and are based on comparative roles in the external market.. The Chairman is not present at any discussions relating to determination of his own remuneration. Non-executive directors do receive share options which are approved by shareholders in general meeting.

$(d)$ Directors fees -

The current base remuneration was last reviewed with effect from 1 July 2003, the Chairman's remuneration is inclusive of fees paid whilst chairing the meetings of executives and officers while executive directors who cahir a meeting receive no additional yearly fees.

$(e)$ Retirement allowances for directors -

The company does not have a policy for the payment of retirement allowances for non-executive direcectors appointed at this time.

NOTE 4 DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS (Continued)

$(f)$ Executive pay -

The executive pay and reward framework has three components: Base pay;

Incentive options;

Other remuneration such as superannuation.

The combination of these comprise the executives' total remuneration.

Base Pay -

Structures as a total employment cost package which may be delivered as a mix of cash and prescibed non-financial benefits at the executive's discretion.

The executives have ben offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for the senior executives are reviewed at the expiry of the term of employment to ensure the executives' pays are competitive with the market.

There are no guaranteed base pay increases fixed in the senior executives' contracts.

The emoluments of each director and each executive officer for the financial period are as follows:
-----------------------------------------------------------------------------------------------------	--

Executive and Position	Primary	Post Employment	Equity	Total
	Salary & fees	Super- annuation	Options (1)
Peter Thomas Non-Executive Chairman	\$67,629		\$80,000	\$147,629
Roger Thomson Executive Managing Director	\$181,177	\$16,405	\$160,000	\$357,582
George Sakalidis Executive Director	\$150,545	\$13,549	\$160,000	\$324,094
Rudolf Tieleman Company Secretary	\$44,234			\$44,234
Total	\$443,585	\$29,954	\$400,000	\$873,539

Note $(1)$

NOTE 4 DIRECTORS AND EXECUTIVES REMUNERATION AND RETIREMENT BENEFITS (Continued)

Service agreements -

	Term of agreements	Base remuneration	Review periods	Increase
RM Thomson	3 years from	\$96.15 per hour	Annually on 4	Discretionary
	4 July 2002		July	by Board

G Sakalidis	3 years from	\$91.74 per hour	Annually on 4
	4 July 2002		ľulv

Option Holdings -

The number of options over ordinary shares in the company held during the financial year by each director, including their personally-related entities, are set out below:

Name	Balance	Granted	Exercised	Other	Balance	Vested
	at the	during	during	changes	at the end	exercisable
	start of	the year	the year	during	of the	at the end
	the year			the year	vear	of the year
Peter S Thomas	1,000,000	400,000	$\overline{a}$		1,400,000	1,400,000
Roger M Thomson	2,000,000	800,000		$\overline{\phantom{a}}$	2,800,000	2,800,000
George Sakalidis	2,505,925	800,000	$\overline{a}$	$\overline{\phantom{a}}$	3,305,925	3,305,925

These are the only options granted, vested or exercised during the year.

Shareholdings -

The number of shares in the company held during the financial year by each director, including their personally-related entities, are set out below:

Name	Balance at the start	Shares movements	Balance at the end
	of the vear		of the year
Peter S Thomas	180,000	90,000	270,000
Roger M Thomson	150,000		150,000
George Sakalidis	6,257,370	205,200	6,462,570

Related Party Transactions -

Information on related party transactions are disclosed in Note 22.

NOTE5 AUDITORS REMUNERATION	2004 (5)	2003 (5)
Amounts received or due and receivable by the auditors of the Company for:
Auditing and reviewing the financial report	14,731	15,513
NOTE 6 EARNINGS PER SHARE	2004 (3)	2003 (5)
The following reflects the income and share data used in the calculation of basic and diluted earnings per share
Net (loss)	(1,188,210)	(759, 994)
Adjustments:
Nil
Earnings used in calculating basic and diluted earnings per share	(1,188,210)	(759,994)
Weighted average number of ordinary shares used in calculating basic earnings per share	53,572,332	48,716,257
Effect of dilutive securities:
Share options
Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share	53,572,332	48,716,257

The Company had 17,927,858 (2003 - 15,512,191) options over fully paid ordinary shares on issue at balance date. Options are considered to be potential ordinary shares. However, they are not considered to be dilutive in nature as their exercise will not result in a diluted earnings per share, which shows an inferior view of the Company's earnings performance compared to the basic earnings per share stated above. The options have not been included in the determination of diluted earnings per share.

Since the end of the financial year no ordinary shares have been issued pursuant to the employee share incentive scheme.

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the Year Ended 30 June 2004 $\blacksquare$ . The contract of $\blacksquare$

NOTE ₇ CASH ASSETS		2004	2003
Cash at bank		$(5)$ (15,779)	(5) 21,160
Deposits at call		3,101,010	2,423,268
		3,085,231	2,444,428

NOTE 8 CURRENT RECEIVABLES		2004	2003
		(5)	(5)
Other receivables		482,347	3,409
NOTE 9 OTHER CURRENT ASSETS		2004	2003
		(5)	(5)
Prepayments		15,461	7,133
NOTE 10 OTHER FINANCIAL ASSETS		2004	2003
Current		(5)	(5)
Securities in listed corporations - at cost		2,111	5,111
Non-Current
Securities in unlisted corporation - at cost		1
Market value of securities	The market value of the listed securities at 30 June 2004 was \$1,931 (2003: \$5,111)
NOTE ₁₁ PLANT AND EQUIPMENT		2004	2003
		$($ \$)	(5)
Plant and equipment		113,522	107,495
Less: Accumulated depreciation		(61, 236)	(44, 682)
		52,286	62,813
Reconciliations of the carrying amounts of plant and equipment at the beginning and end of the current and previous financial years.
Plant and Equipment
Carrying amount at beginning of year		62,813	6,002
Addition		6,027	72,388
Disposals
Depreciation expense		(16, 554)	(15,577)
Total plant and equipment at end of year		52,286	62,813

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the Year Ended 30 June 2004 Andrew Maria (

AEROMAGNETIC DATABASE NOTE ₁₂	2004 (5)	2003 (5)
Aeromagnetic database - at cost	2,800,000	2.800.000
Less: Accumulated depreciation	(746.653)	(559,993).
	2.053.347	2,240,007

The ultimate recoupment of costs carried forward in respect of the aeromagnetic database is dependent upon the Company's ability to utilise the database in its exploration programmes or alternatively by a sale of the database.

NOTE ₁₃ MINERAL INTERESTS	2004 (5)	2003 (5)
Exploration Expenditure
Areas of interest in exploration and evaluation phases
Opening balance	1,520,921	1,538,131
Net Expenditure incurred during the year	36,142	1,352,952
Tenements disposed of during the year
Expenditure written off	(447,739)	(1,370,162)
Closing balance	1,109,324	1,520,921
CURRENT PAYABLES NOTE 14	2004 $(5)$	2003 (5)
Trade creditors and accruals	202,587	117,773

ISSUED CAPITAL NOTE ₁₅	2004 (5)	2003 (5)
Contributed Equity - Ordinary Shares
At the beginning of reporting period 48,716,257 (2003: 48,716,257)	8.056.261	8,056,261
Issue of 6,250,000 shares at \$0.24	1,500,000
Issue of 684,333 shares at \$0.25	171,082
Share issuance costs	(51,400)
Closing balance: 55,650,590 (2003:- 48,716,257) ordinary shares	9,675,943	8,056,261

As at 30 June 2004, the Company had on issue the following options over un-issued ordinary shares in the Company;

$(a)$ 1,035,000 exercisable at \$0.25 per option on or before 4 July 2007. The options were issued pursuant to the Company's Employee Share Option Plan.

$(b)$ 14,892,858 exercisable at \$0.25 per option on or before 25 August 2006.
2,000,000 exercisable at \$0.335 per option on or before 27 November 2008 $(c)$

During the year, 2,000,000 options were issued to the directors as approved at the company's annual general meeting held on 27 November 2003.

Also during the year, 619,333 non-employee options and 65,000 employee options were exercised at \$0.25 each.

No further options have been exercised since the end of the financial year.

Terms and condition of contributed equity

Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of, and amounts paid up on, shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

NOTE 16 CASH FLOW INFORMATION	2004 (5)	2003 (5)
Reconciliation of operating loss after income tax with funds used in operating activities
Operating loss after income tax	(1,188,210)	(759, 994)
Depreciation and amortisation	203,214	202,237
Exploration expenditure written off	447,739	1,370,162
(Profit) / loss on sale of investments	(3,901)	(1,150,008)
Changes in operating assets and liabilities:
(Increase) / Decrease in receivables	(441, 568)	34,866
(Increase) / Decrease in prepayments	(8,329)	195
Increase / (Decrease) in payables	69,504	36,927
	(921, 551)	(265,615)

TENEMENT EXPENDITURES AND LEASING COMMITMENTS NOTE₁₇

The Company has entered into certain obligations to perform minimum exploration work on tenements held. These obligations vary from time to time in accordance with contracts signed. Tenement rentals and Department of Minerals and Energy minimum expenditure obligations which may be varied or deferred on application and these expenditures are expected to be met in the normal course of business. The minimum statutory expenditure requirements on the granted tenements for the next twelve months amounts to \$905,843. Of this, \$743,423 is expected to be met by JV participants as a result of various joint ventures entered into.

The Company extended its' lease for office premises in West Perth. The lease expires 30 September 2005. The lease commitment for the year ended 30 June 2005 is \$29,112 and from then to expiry, \$7,437.

NOTE₁₈ SEGMENTS

The Company operates only in one business, being the exploration for and development of minerals. Geographically, the Company's activities are conducted mainly within Western Australia and the Northern Territory.

NOTE₁₉ JOINT VENTURES

The Company has interests in the following exploration unincorporated joint ventures:

Name of Project	$\frac{6}{10}$	Carrying
	Interest	Amount
Mt Elsie	61.4 to 90	\$155,810	Image sole funding to earn additional interest
Mt Hays	90	\$179,198	Image sole funding to earn additional interest
Glenherring	90	5887	Image sole funding
Ward Springs	90	\$5,321	Image sole funding

NOTE 20 SUPERANNUATION COMMITMENTS

Superannuation contributions are made at the statutory rate of 9% on all employees' income. $A$ ii contributions were made to accumulation type funds selected by the employee and accordingly actuarial assessments were not required.

EVENTS SUBSEQUENT TO REPORTING DATE NOTE 21

Meteoric Resources NL, with Image's assistance, was successfully admitted to the ASX on 16 July 2004. Image retains an investment of 4,200,000 fully paid shares in Meteoric, all of which are subject to escrow restrictions until 16 July 2006.

RELATED PARTY TRANSACTIONS NOTE 22

$(a)$ Other transactions with directors and director related entities

Peter S Thomas provided legal services to the Company during the financial period on normal commercial terms and conditions. All amounts paid are included in directors' emoluments in note 4. Total amounts owing to directors or their associated entities at 30 June 2004 was \$40,000 (2003: \$40,000).

$(b)$ Meteoric Resources NL was an associated entity as at balance date.

Image subscribed for one share in Meteoric Resources NL on incorporation of that company. That one share was sub-divided into 4,200,000 ordinary shares and upon the successful listing of Meteoric on the ASX, is subject to escrowed holding restrictions until 16 July 2006.

Until Meteoric was listed, Image funded its' expenditures, all of which are recoupable. The amount due to be re-imbursed as at balance date is \$262,347 and is included in the amount shown at Note 8.

Image has entered into an Administration Services Agreement with Meteoric whereby Image has agreed to provide various administrative services for a two year period at \$5,400 per month commencing 1 July 2004.

Image has also entered into a Joint Venture Agreement with Meteoric whereby Image has agreed to farmout various interests in it's tenements. It was agreed that Meteoric pay Image the sum of \$220,000 by way of partial reimbursement of expenses incurred by Image in respect of those tenements. This amount is included in the amount shown at Note 8.

NOTE₂₃ CONTINGENT LIABILITIES

Native Title

The Company has been notified of a number of native title claims under the Commonwealth Native Title Act 1993, covering areas in Western Australia.

Until further information is available and State legislation is finalised, the Company will not be in a position to assess the likely effect, if any, of any claim on the Company. However, the directors expect that existing exploration activities will not be materially affected by any claim or the claims in aggregate.

NOTE₂₄ FINANCIAL INSTRUMENTS DISCLOSURE

(a) Interest Rate Risk

The Company's exposure to interest rate risk, which is the risk that a financial instruments value will fluctuate as a result of changes in market rates and the effective weighted average interest rates on classes of financial assets and liability, is as follows:

2004	Floating Interest Rate	Non Interest Bearing	Total
Financial Assets
Cash Assets	3,101,010	(15,779)	3,085,231
Other Receivables		482,347	482,347
Total Financial Assets	3,101,010	466,568	3,567,578
Weighted Average Interest Rate	5.43%
Financial Liabilities
Payables		202,587	202,587

2003	Floating Interest Rate	Non Interest Bearing	Total
Financial Assets
Cash Assets	2,444,216	212	2,444,428
Other Receivables		3,409	3,409
Total Financial Assets	2,444,216	3,621	2,447,837
Weighted Average Interest Rate	4.48%
Financial Liabilities

(b) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts, as disclosed in the Statement of Financial Position and notes to the financial statements.

The Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Company.

(c) Net Fair Values

For assets and liabilities, the net fair value approximates their carrying value.

No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments.

NOTE 25 IMPACT OF ADOPTING AASB EQUIVALENTS TO IASB STANDARDS

Image Resources NL has commenced transitioning its accounting policies and financial reporting from current Australian Standards to Australian equivalents of International Financial Reporting Standards (IFRS). As the Company has a June year-end, attention has been given to considering the preparation of an opening balance sheet in accordance with AASB equivalents to IFRS as at 1 July 2004. This will form the basis of accounting for Australian equivalents of IFRS in the future, and is required when the Company prepares its first fully IFRS compliant financial report for the year ended 30 June 2006. Set out below are the key areas where accounting policies will change and may have an impact on the financial report of the Company. At this stage the Company has not been able to reliably quantify the impacts on the financial report.

Impairment of Assets

Under the Australian equivalent to IAS 36 Impairment of Assets the recoverability of an asset is determined as the higher of the net selling price and value in use. This will result in a change in the company's accounting policy, which determines the recoverable amount of an asset on the basis of the discounted cash flows. Under the new policy it is likely that impairment of assets will be recognised sooner and that the amount of write-downs will be greater. Reliable estimation of the future financial effect of this change in accounting policy is impracticable because the conditions under which impairment will be assessed are not yet known.

Income Taxes

Under the Australian equivalent to IAS 12 Income Taxes, the Company will be required to use a balance sheet liability method, which focuses on the tax effects of transactions and other events that affect amounts recognised in the Statement of Financial Position or a tax-based balance sheet. Reliable estimation of the future financial effect of this change in accounting policy is impracticable at this point in time.

Deferred Exploration, Evaluation and Development Costs

No specific IFRS guidance currently exists for the treatment of exploration and evaluation expenditure. An exposure draft, ED6, has been drafted which proposes that the treatment previously used under Australian GAAP may continue to be used subject to impairment testing. If it was determined that the asset was impaired it would be immediately written off to the statement of financial performance.

DIRECTORS' DECLARATION

The directors of the Company declare that:

$\mathbf{I}$ the financial statements and notes as set out on pages 22 to 40
(a) comply with Accounting Standards and the Corporations Act 2001; and
(b) give a true and fair view of the financial position at 30 June 2004 and performance for the year ended on that date of the Company.
$2.$ in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors:

Roger M Thomson DIRECTOR

PERTH Dated this 30th day of September 2004.

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for Image Resources NL ("the company") for the year ended 30 June 2004 as set out on pages 22 to 41.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit of the financial report in order to express an opinion on it to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report. These and our other procedures did not include consideration or judgment of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the company.

Independence

We are independent of the company, and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Audit opinion

In our opinion, the financial report of Image Resources NL is in accordance with:

$(a)$ the Corporations Act 2001, including:
giving a true and fair view of the financial position of Image Resources NL at 30 June 2004 and of its $(i)$ performance for the year ended on that date; and
$(ii)$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
$(b)$ other mandatory financial reporting requirements in Australia.

Somes & Cooke
	Chartered Accountants

J Cooke - Partner

Perth, Date: 30 September 2004

TENEMENT SCHEDULE

Tenement	Nature of Interest	Project	Equity (%)
		PHBARA
P45/2370	Granted	Mt Elsie	90
P45/2371	Granted	Mt Elsie	90
P45/2372	Granted	Mt Elsie	90
M45/964	Application	Mt Elsie	90
M45/966	Application	Mt Elsie	90
M46/258	Application	Mt Elsie	90
P45/2303	Granted	Mt Elsie	66.5
M45/776	Application	Mt Elsie	66.5
P45/2304	Granted	Mt Elsie	66.5
P45/2305	Granted	Mt Elsie	66.5
M45/777	Application	Mt Elsie	66.5
P45/2362	Granted	Mt Elsie	100
P45/2363	Granted	Mt Elsie	100
P45/2364	Granted	Mt Elsie	100
P45/2365	Granted	Mt Elsie	100
M45/935	Application	Mt Elsie	100
E46/504	Application	Mt Hays	90
E46/409	Granted	Mt Hays	90
M46/280	Application	Mt Hays	90
E45/2447	Application	Warrawoona	90
E45/2555	Application	Glen Herring	90
		GASCOYNE
E51/856	Application	Ruby Well JV	51
E52/1453	Granted	Wilthorpe JV	90
M52/807	Application	Wilthorpe JV	90 90
M52/808	Application	Wilthorpe JV
		EDJUDINA
E39/1020 E39/1059	Application Application	Mt Remarkable Mt Remarkable	100 100
		LEONORA
E29/547	Application	Scorpion JV	100
E37/745	Application	Top Well JV	100
E37/787	Application	Lookout Well	100
		NORTHERN TERRITORY
E10177	Granted	Murchison Range JV	100
E23764	Granted	Warrego North JV	100
E24138	Application	Warrego North JV	100

TENEMENT SCHEDULE

Tenement	Nature of Interest	Project	Equity $(^{0}/_{0})$
		NORTHERN TERRITORY (Continued)
E24259	Application	Warrego West JV	100
E24255	Application	Warrego West JV	100
E24257	Application	Warrego South JV	100
		LAVERION
E38/1606	Granted	Camel Hump JV	100
E39/1058	Granted	Windarra North JV	100
E39/1056	Granted	Windarra North JV	100
E39/1057	Application	Windarra North JV	100
E39/998	Application	Monument Hill JV	100
P39/4271	Application	Monument Hill JV	100
P39/4270	Application	Monument Hill JV	100
E38/1130	Granted	Adam Range JV	100
E38/1585	Application	Adam Range JV	100
E39/1068	Application	Windarra North JV	100
E39/1087	Application	Monument Hill JV	100
P39/4323	Application	Monument Hill JV	100
P38/3166	Granted	Adam Range JV	100
E38/1661	Application	Dingo Hill	100
		MURCHISON
E59/879	Granted	Jarbora Hill JV	100
		SOUTHERN CROSS
E77/1179	Application	Woongaring JV	100
E77/1144	Granted	Woongaring JV	100
E77/1172	Application	Woongaring JV	100
E77/1222	Application	Woongaring JV	100
E77/914	Granted	Bullfinch JV	90
P77/3368	Granted	Withers JV	100
P77/3369	Granted	Withers JV	100
P77/3370	Granted	Withers JV	100
E77/572	Granted Granted	Jilbadgie JV	100
E77/1059 E77/1132	Application	Jilbadgie JV Jilbadgie JV	100 100
E77/893	Granted	Bounty East JV	100
E63/628	Granted	Percy JV	100
E63/842	Granted	Sandalwood 1 JV	100
E63/843	Granted	SandaIwood 2 JV	100
E70/2366	Granted	Eclipse Lake	100

TENEMENT SCHEDULE

Tenement	Nature of Interest	Project	Equity $(^{0}/_{0})$
		SOUTHERN CROSS (Continued)
E74/316	Application	Dourdi	100
E74/331	Application	Dourdi East	100
E70/2703	Application	Forrestania Extension	100
E70/2712	Application	Forrestania Extension	100
E70/2711	Application	Forrestania Extension	100
E70/2710	Application	Forrestania Extension	100
E77/1249	Application	Forrestania Extension	100
E77/1242	Application	Forrestania Extension	100
E77/1240	Application	Forrestania Extension	100
E77/1241	Application	Forrestania Extension	100
E77/1239	Application	Forrestania Extension	100
E63/941	Application	Sandalwood 3	100
E63/940	Application	Sandalwood 4	100
E77/1192	Application	Bounty South	100
E63/942	Application	Forrestania East	100
E77/1193	Application	Flying Fox	100
E70/2620	Application	Mt Stewart	100
E77/1212	Application	Koolyanobbing	100
E30/287	Application	Ward Springs	100
		KURNALPI
E27/168	Granted	Emu Lake JV	30
E27/84	Granted	Emu Lake JV	30
E27/320	Application	Emu Lake	100
E28/1377	Application	Bronco Plains	100
E31/168	Application	Binti Binti	100
E28/1510	Application	Binti Binti	100
		WIDGIEMOOLTHA
E28/1328	Application	Junction Lake JV	100
E28/1496	Application	Madoonia Downs	100
E28/1400	Application	Talc Lake	100

The following information was applicable as at 28 September 2004.

Share and Option holding

Category (Size of Holding)	Fully Paid Ordinary Shares	Options 25 August 2006	Options 27 November 2008	Employee Options 4 July 2007
$1$ to $1,000$	16	0
1,001 to 5,000	270	0
5,001 to 10,000	304	26
10,001 to 100,000	420	24
$100,001$ and over	59	16	3	3
Total	1.069	66	3	3

The number of shareholdings held in less than marketable parcels is 31.

The names of the substantial shareholders listed in the Company's register as at 28 September 2004:

Shareholder Name:	Number:	$\frac{0}{0}$
George Sakalidis-	6.273.370	11.28
Frederick D L Ribton-	5.957.870	10.71
Barrington Dance	5,451,703	9.80
Invia Custodian Pty Ltd-	4,533,338	8.15

Twenty largest fully paid shareholders:

		Number of	% of Issued
	Shareholder Name	Shares	Share Capital
1.	George Sakalidis	6,273,370	11.28
2.	Frederick D L Ribton	5,957,870	10.71
З.	Barrington Dance	5,451,703	9.80
4.	Invia Custodian Pty Ltd	4,533,338	8.15
5.	Cairnglen Investments Pty Ltd	2,141,486	3.85
6.	Abergold Pty Ltd	1,984,470	3.57
7.	Gilpin Park Pty Ltd	966,670	1.74
8.	Bond Street Custodians Ltd (FLOMBW)	929,500	1.67
9.	Bond Street Custodians Ltd (LT0255)	693,089	1.25
10.	Fobira Pty Ltd	572,867	1.03
11.	Bond Street Custodians Ltd (MBW SF0685)	520,000	0.93
12.	VC and J Wheatley (As trustee)	400,000	0.72
13.	Richard V and Beryl J Howell	398,000	0.72
14.	HSBC Custody Nominees (Australia) Limited	381,975	0.69
15.	Top Nominees Pty Ltd (As Trustee)	360,000	0.65
16.	Mark J Thompson	355,000	0.64
17.	Bond Street Custodians Ltd (121676)	350,000	0.63
18.	Noel Mattocks	300,000	0.54
19.	Top Nominees Pty Ltd (Trustee)	300,000	0.54
20.	Eric R and Judith F Terace	255,000	0.46
	Total	33,124,338	59.57

Twenty largest option-holders - Quoted and Unquoted Options:

	Optionholder Name	Number of Options Expiring 25.8.2006	Number of Options Expiring 27.11.2008	% Held
1.	George Sakalidis	2,505,925	800,000	19.55
2.	Frederick D L Ribton	2,105,925		12.45
3.	Barrington Dance	2,005,925		13.47
4.	Roger M Thomson	2,000,000	800,000	16.56
5.	Invia Custodian Pty Ltd	1,087,113		6.43
6.	Peter S Thomas	1,000,000	400,000	8.28
7.	Abergold Pty Ltd	558,157		3.30
8.	Russell Nominees Pty Ltd	300,000		1.77
9.	Matthew V Hogan	284,850		1.68
10.	Terence W Hogan and Evelyn D Broadley	284,850		1.68
11.	Gilpin Park Pty Ltd	266,668		1.58
12.	Ranger Minerals Ltd	266,667		1.58
13.	Swancove Enterprises Pty Ltd	266,167		1.57
14.	Ray English	250,000		1.48
15.	David Zohar	250,000		1.48
16.	Eric R and Judith F Terace	150,000		0.89
17.	Arthur R Taylor	100,000		0.59
18.	Carolynn Williams	90,000		0.53
19.	Palatium Pty Ltd	83,333		0.49
20.	Martin C and Laura M Angel	80,000		0.47
	Total	13,935,580	2,000,000	94.21

All Employee option-holders (being less than 20 holders)

Unquoted Employee Options expiring 4 July 2007:

	Optionholder Name	Number of Options	$%$ Held
Ί.	Rudolf Tieleman	600.000	57.97
2.	Barrington Dance	300,000	28.99
З.	Alex Romanoff	135,000	13.04
	Total	1,035,000	100.00

There is a total of 55,632,590 (2003: 48,716,257) fully paid ordinary shares on issue, all (2003: 32,211,564) of which are listed on Australian Stock Exchange Limited (ASX).

Voting Rights

The voting rights attaching to ordinary shares are governed by the Constitution. On a show of hands every person present who is a Member or representative of a member shall have one vote and on a poll, every member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each share held. None of the options have any voting rights.

Use of Funds

Since admission to the official lists of ASX, the Company has used its cash and assets in a form readily convertible to cash in a way that was consistent with its business objectives.

AI assistant

IMAGE RESOURCES NL — Annual Report 2004

65117_rns_2004-09-29_7b6a8ed7-0f5c-45fd-8a23-1eb08c83c1be.pdf

IMAGE RESOURCES NL

ANNUAL REPORT

FINANCIAL YEAR 2003 - 2004

CONTENTS

CORPORATE DIRECTORY

DIRECTORS

REGISTERED OFFICE

FOR SHAREHOLDER INFORMATION CONTACT

FOR INFORMATION ON THE COMPANY CONTACT

PRINCIPAL & REGISTERED OFFICE 2nd Floor

CHAIRMAN'S REVIEW

Dear Shareholder

PROJECTS SUMMARY

PROJECT LOCATIONS

Joint Ventures

Emu Lake JV

Lake Percy JV

FORRESTANIA - EMILY ANN MAGNETICS

Trojan JV

WOONGARING MAGNETICS

Windarra North JV

WINDARRA NORTH AEROMAGNETICS

Jilbadgie JV

Meteoric JV

New Projects

DIRECTORS' REPORT

DIRECTORS

PRINCIPAL ACTIVITIES

RESULTS FROM OPERATIONS

DIVIDENDS

REVIEW OF OPERATIONS

EARNINGS PER SHARE

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

ENVIRONMENTAL ISSUES

INFORMATION ON DIRECTORS

Peter Thomas

Chairman

Roger Thomson

Managing Director

George Sakalidis

AUDIT COMMITTEE

MEETINGS OF DIRECTORS

DIRECTORS AND EXECUTIVES EMOLUMENTS

$(a)$ The names of directors who have held office during the financial year are -

$(b)$ Retirement and Superannuation Payments -

$(c)$ Non-executive directors -

$(d)$ Directors fees -

Retirement allowances for directors - $(e)$

$(f)$ Executive pay -

Base Pay -

Service agreements -

EMPLOYEES

CORPORATE STRUCTURE

DIRECTORS' REPORT

INDEMNIFICATION & INSURANCE OF DIRECTORS AND OFFICERS

OPTIONS

CORPORATE GOVERNANCE STATEMENT

Board Composition:

The Board and Board Nominations:

Securities Trading Policy:

Directors' Remuneration and Policies:

External auditors:

CORPORATE GOVERNANCE STATEMENT

Audit committee:

Managing risks:

Commitment to stakeholders & ethical standards:

CORPORATE GOVERNANCE STATEMENT

Monitoring of the Board's Performance and Communication to Shareholders:

STATEMENT OF FINANCIAL PERFORMANCE For the Year Ended 30 June 2004 IIV 2004 - Angeles III (1990)Angeles II (1990)

STATEMENT OF FINANCIAL POSITION As at 30 June 2004

STATEMENT OF CASH FLOWS For the Year Ended 30 June 2004

NOTE1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

(b) Changes in Accounting Policies

(c) Goods and Services Tax (GST)

IMAGE RESOURCES NL Annual Report 2004

PRINCIPAL & REGISTERED OFFICE 2^nd Floor

STATEMENT OF FINANCIAL PERFORMANCE For the Year Ended 30 June 2004 IIV 2004 - Angeles III (1990)
Angeles II (1990)

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NOTE₁ STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

TENEMENT EXPENDITURES AND LEASING COMMITMENTS NOTE₁₇

NOTE₁₈ SEGMENTS

NOTE₁₉ JOINT VENTURES

NOTE₂₃ CONTINGENT LIABILITIES

NOTE₂₄ FINANCIAL INSTRUMENTS DISCLOSURE