IMAGE RESOURCES NL — Board/Management Information 2014

May 13, 2014

Suite 4a, 5 Mumford Place Balcatta WA 6021 PO Box 1075 Balcatta WA 6914 Telephone 08 9485 2410 Facsimile 08 9240 7845 www.imageres.com.au Image Resources NL ABN 57 063 977 579

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14 May 2014

Dear fellow shareholder

Image has been requested by a small number of shareholders representing some 11.8% of the Company’s capital led by Mr Choon Kong Lim and Mr Denis Ribton ( Choon Kong Lim/ Ribton Group ) to call a meeting of shareholders to consider resolutions that would see:

1. The removal of the current Board of directors Mr Jon O’Callaghan, Mr Peter Thomas and Mr George Sakalidis ( your Directors )

2. The addition to the Board of Mr Benjamin Donovan and Mr Gavin Fletcher joining with former Managing Director, Mr Peter Davies

Image is required, at its expense, to call a meeting of shareholders to consider these resolutions.

On 14 May 2014, Mr Davies resigned as a director but, had he not, your Directors would have put forward an additional resolution for shareholders to remove Mr Davies. This course of action would have been taken irrespective of the Choon Kong Lim/ Ribton Group’s actions.

The decision for you as a shareholder is straightforward - either you support your Directors or you support the Choon Kong Lim/ Ribton Group.

We believe you should support your Directors for four key reasons:

• The Choon Kong Lim/ Ribton Group nominees don’t have the relevant skills and experience of your Directors

• The Choon Kong Lim/ Ribton Group’s plans are unclear

• To stop the Choon Kong Lim/ Ribton Group taking control without paying for control

• Your Directors, in conjunction with their team, are the right people to be running your Company

• These reasons are discussed below.

THE CHOON KONG LIM/ RIBTON GROUP NOMINEES DON’T HAVE THE RELEVANT SKILLS AND EXPERIENCE OF YOUR DIRECTORS

The first reason why you should support your Directors is because the Choon Kong Lim/ Ribton Group nominees don’t have the skills and experience of your Directors relevant to the running of your Company nor to have control over the development of its North Perth Basin mineral sands project (the NPB Project ).

The Choon Kong Lim/ Ribton Group proposed that Mr Davies be reappointed Managing Director of the Company supported by the Choon Kong Lim/ Ribton Group nominees.

Mr Davies’ resignation today as a director undermines the key aspect of the Choon Kong Lim/ Ribton

Group’s plan.

Your Directors would have called for Mr Davies removal as a director, following the Board’s vote of no confidence in him, if he had not resigned. It follows that your Directors did not support a board comprised of Mr Davies and the Choon Kong Lim/ Ribton Group nominees.

Having regard to the above matters, your Directors believe that the reinstatement of Mr Davies as Managing Director as proposed by the Choon Kong Lim/ Ribton Group would put the future of Image and hence your investment in the Company at risk.

In the case of Choon Kong Lim/ Ribton Group nominee, Mr Donovan, we note:

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• His credentials and experience are as a company secretary, a skill set readily available and in respect of which the Company is ably served by DWCorporate

• His resume discloses he has little in the way of listed company Board experience, a fact confirmed by ASIC searches

• His resume makes no mention of resources experience

In the case of Choon Kong Lim/ Ribton Group nominee, Mr Fletcher, he has only ever sat on the board of one Australian listed company for a short period, and his resume does not disclose mineral sands experience.

To conclude, the Choon Kong Lim/ Ribton Group is seeking to put inexperienced directors in control of your Company. You should ask, what are the Choon Kong Lim/ Ribton Group’s real motives and objectives for your Company and its assets?

THE CHOON KONG LIM/ RIBTON GROUP’S PLANS FOR YOUR COMPANY ARE UNCLEAR

The second reason why you should support your Directors is because the Choon Kong Lim/ Ribton Group’s plans for your Company are unclear.

We refer to the accompanying statement provided by the Choon Kong Lim/ Ribton Group, which includes the following statements:

“The announcement of 1 May 2014 highlights the concerns held by shareholders that the current management of Messrs Thomas, Sakalidis and O’Callaghan do not have direct experience of how to commercialise a project, with the announcement stating that “ the timetable in relation to off-take, finance, development and mining has been set aside ”. This significant change, without further explanation, to the timing of the development of the NPB has occurred within two weeks of the board being under the guidance of Mr O’Callaghan as Chairman and Managing Director.”

and

“We support Mr Davies in his reinstatement as Managing Director and we seek an independent and supportive Board who (sic) have a desire to commercialise the NPB project…”

These statements might at first blush be construed to indicate an intention to progress the NPB Project development plans in accordance with the timetable recently abandoned by your Company.

On a close reading of the statement, in fact the Choon Kong Lim/ Ribton Group commit to no such thing. The substantive commitment is to reinstate Mr Davies as Managing Director (which is not now possible) and to support him with the Choon Kong Lim/ Ribton Group nominees – this plan has fallen asunder.

Mr Davies supported the timetable being abandoned when the decision was taken. Furthermore, on 12 May 2014, he informed the Board, for the first time, he did not think the NPB Project would be brought into production until late 2015, more likely early 2016. Your Directors have not adopted Mr Davies’ now revised timetable.

The Choon Kong Lim/ Ribton Group also stated that they were concerned that the impact of the 1 May announcement “…would have the effect of lessening the attractiveness of the Company to industry investors”.

As significant investors in their own right, your Directors, quite obviously, did not undertake that action for that purpose but rather to keep the market fully informed, as is their legal obligation.

To be clear, your Directors’ position is that, before the Company can determine the best development option and timetable for the NPB Project, it is essential to complete a bankable feasibility study and to secure off-take and finance – in accordance with good industry practice.

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Mr Davies, as recently as 6 February 2014, repeated the NPB Project’s Net Present Value and Internal Rate of Return, and a payback period as stated in the 4 November 2013 release. Rightly, these numbers were disclosed as being based on assumptions as to product prices and exchanges rates. However, those assumptions were significantly more favourable than could be achieved in the current market.

As of 13 May 2014, despite these materially adverse movements and request from the Board, Mr Davies, who then had responsibility for the model, had not provided the Board with revised financials based on current parameters.

Your Directors’ 1 May announcement also talked about the Company increasing its exploration effort. Any increase in the resource base would make the NPB Project even more attractive.

Mr Davies agrees that Image would enjoy better market traction if the Company had a bigger resource base.

The Choon Kong Lim/ Ribton Group’s plans for its team to run your Company are also unclear.

With Choon Kong Lim/ Ribton Group’s declared plan for Mr Davies to be reinstated as Managing Director, he was obviously a core part of their team…or so they would have had you believe.

However, in a meeting on 11 April 2014, Mr Eric Lim, speaking on behalf of his father, Mr Choon Kong Lim, informed a representative of the Company that, if successful in taking control of your Company, it would only be a matter of time before Mr Davies was removed as Managing Director. Mr Eric Lim’s position was restated in a telephone conversation on 14 April 2014.

Messrs Donovan and Fletcher, when given the opportunity in a meeting with a representative of the Company on 29 April 2014 to support Mr Davies, were not willing to do so, instead stating that his position would be reviewed once they were in control of your Company.

Given this, you should ask why did the Choon Kong Lim/ Ribton Group say they would reinstate Mr Davies as Managing Director?

The Choon Kong Lim/ Ribton Group’s plans for Mr Sakalidis are just as confusing.

On the one hand, they have submitted a resolution requesting he be removed as a Director.

On the other hand, Mr Donovan has indicated that he may entertain reinstating him both as a director and as a consultant.

In other words, it would seem that the Choon Kong Lim/ Ribton Group’s plans for Mr Sakalidis are first to seek his removal as a director, then to entertain reinstating him.

Thus, the Choon Kong Lim/ Ribton Group’s position is:

• With respect to Mr Davies, publicly they wanted to retain him but privately they wanted to remove him

• With respect to Mr Sakalidis, publicly they want to remove him but privately they may be prepared to retain him

Having regard to the above matters, the Choon Kong Lim/ Ribton Group’s plans for your Company are unclear.

STOP THE CHOON KONG LIM/ RIBTON GROUP TAKING CONTROL WITHOUT PAYING FOR CONTROL

The third reason why you should support your Directors is because the impact of what is proposed by the Choon Kong Lim/ Ribton Group would see them take board control of the board of your Company without paying for it. In the interests of all shareholders, this must be stopped.

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Mr Eric Lim, on behalf of his father, has stated that his father has no intention of making any further investment in the Company.

The Choon Kong Lim/ Ribton Group’s attempt to take control is opportunistic, occurring at a time when sentiment surrounding resources stocks generally is low and when the Company’s feasibility study is scheduled for completion later this year.

Given these circumstances, our message to the Choon Kong Lim/ Ribton Group is that, if they want to take control of Image, they should go about it in the usual manner in which a change of company control is effected, being a takeover offer under which a premium for control is paid to other shareholders and the bidder’s intentions are fully disclosed.

The Choon Kong Lim/ Ribton Group’s attempt to take control of your Company without paying anything is entirely inappropriate and not something you should support.

YOUR DIRECTORS ARE THE RIGHT PEOPLE TO BE RUNNING YOUR COMPANY

The fourth reason why you should support your Directors is because they, in conjunction with their team, are the right people to be running your Company.

Messrs Thomas and Sakalidis are founding directors. They were instrumental in:

• Identifying and acquiring all tenements comprising the NPB Project

• Exploring the tenements, in so doing generating the NPB Project’s valuable mineral resource

• Accumulating other Company assets

Messrs Thomas and Sakalidis have an aggregate of more than 60 years in day-to-day hands-on involvement in and exposure to the junior resources sector. This includes an aggregate of more than 20 years serving on the boards of listed mineral sands companies.

Most importantly, both have faith in the Company and “skin in the game”, each having invested in excess of $1 million in cash for their shareholdings, at an average share price significantly higher than the current market. Accordingly, they want the Company to succeed and prosper every bit as much as you do.

Mr Sakalidis, a geophysicist, is responsible for a broad range of tasks within your Company including exploration, strategic evaluation, business development, including reviewing all acquisition opportunities, capital raising and investor relations.

Mr Thomas, a retired solicitor, provides the Company with a wealth of legal experience and commercial acumen.

Mr Jon O’Callaghan was brought on to the Board for his corporate finance skills, meeting a need required by the Company. Mr O’Callaghan has more than 20 years’ experience in the financing, growth and development of natural resources companies, including raising capital for companies transitioning from exploration junior to successful miner. He has considerable resources company board experience.

Importantly, Mr Collis Thorp, Chief Operating Officer has overall responsibility for the Company's projects, with his priority being to complete the feasibility study for the NPB Project, and to oversee endeavours to increase the Company's mineral sands resource base generally.

Mr Thorp has enjoyed a career of more than 40 years in the resources industry, encompassing a broad range of commodities. His mineral sands experience, exceeding 17 years, includes as Managing Director of the Cable Sands RZM Group over the period 1998 to 2005, and at Jennings Mineral Sands over the period 1973 to 1979. His most recent position was as Chief Executive Officer of Moly Mines Limited.

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Having played a major role in undertaking more than ten feasibility studies in mineral sands and bringing into production of the order of twenty mines, and with considerable experience in project financing and off-take arrangements, your Directors believe that Mr Thorp is an ideal person to be responsible for the development of the NPB Project.

Messrs Thomas and Sakalidis have always been mindful of the need to strengthen the Board. To this end, a number of possible candidates were identified. Many of the Board’s concerns regarding Mr Davies were shared in confidence with Mr Eric Lim, son of Mr Choon Kong Lim, well over a year ago. Mr Eric Lim was anxious to retain Mr Davies and, in the context of all the Company’s then circumstances, Mr Davies was allowed to continue to serve, resulting in the Board having to spend an inordinate amount of time to manage, oversee and ameliorate his performance.

Among additions to the Board opposed by Mr Davies (and Mr Eric Lim) was Mr John Jones, one of Western Australia’s pre-eminent resources company executives. In a career in resources that spans more than forty years, Mr Jones has played an integral role in bringing into production more than ten mining projects.

Mr Jones has recently reaffirmed his willingness to support your Directors and play a prominent role in the development of the NPB Project if given the opportunity.

A skills and responsibilities matrix of your Director’s core team is set out as follows:

	O'Callaghan	Sakalidis	Thomas	Thorp	Jones
Commercial	✔	✔	✔	✔	✔
Corporate governance	✔	✔	✔		✔
Legal			✔
Investor relations	✔	✔		✔	✔
Capital raising	✔	✔	✔	✔	✔
Exploration		✔			✔
Business development	✔	✔	✔	✔	✔
Feasibility study				✔
Project development				✔	✔
Off-take			✔	✔
Financing	✔		✔	✔
Mine operation	✔		✔	✔

With your support, your Directors will:

• Reinvigorate the exploration effort

• Complete the NPB Project feasibility study with a view to commercialising it as quickly as possible

• Properly promote the Company

OTHER MATTERS

Your Directors respect the right of every shareholder to be heard. Equally, directors have an obligation to act without fear or favour, and not to subjugate the interests of the Company to the dictates of a relatively small minority.

As is proper, immediately upon your Directors becoming aware that Messrs Lim and Ribton proposed to serve a section 249D meeting request, we canvassed the views of a broad cross-section of

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shareholders and then made a concerted effort to accommodate the Choon Kong Lim/ Ribton Group’s concerns. This included removing Mr Davies as Managing Director but retaining him as Project Manager until a suitable replacement could be found, as well as Mr Thomas stepping aside as Chairman.

Unfortunately, the Choon Kong Lim/ Ribton Group was implacable, as evidenced by its amended request for a meeting of shareholders; all of which has come at a significant cost and inconvenience to your Company.

Reflecting the fact that the outcome of the meeting of shareholders is crucial to the value of your shares, we ask shareholders to carefully consider all information that has been provided herein.

Finally, we sincerely thank all shareholders for their past and current support, and very much look forward to bringing good news in relation to the NPB Project moving forward without the distraction of the Choon Kong Lim/ Ribton Group’s agitation.

Yours sincerely

Jon O’Callaghan

Chairman and Managing Director

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IMAGE RESOURCES NL

ABN 57 063 977 579

Explanatory Memorandum

incorporating Notice of General Meeting

to be held on 20 June 2014 at 4:00 pm (Perth time) at The Celtic Club, 48 Ord Street, West Perth WA 6005

and a Proxy Form

IMAGE RESOURCES’ DIRECTORS RECOMMEND THAT YOU:

VOTE AGAINST ALL RESOLUTIONS

This is an important document that requires your immediate attention.

You should read this document in its entirety before deciding whether or not to vote in favour of any resolutions at the general meeting. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser.

If you have questions about the general meeting or the resolutions to be voted on please call the shareholder information lines on 1300 887 556 (within Australia) or +61 2 8022 7902 (outside Australia) Monday to Friday between 9:00am and 5:00pm (Perth time).

If you have recently sold all of your Image Resources shares, please disregard this document.

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Notice of General Meeting and Agenda

NOTICE IS HEREBY GIVEN that a General Meeting (Meeting) of Image Resources NL ( Company or Image Resources ) will be held at Ground Floor, 20 Kings Park Road, West Perth, Western Australia on 20 June 2014 at 4:00 pm (Perth time). This Explanatory Memorandum describes the various resolutions to be considered at the Meeting.

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Your Board of Directors recommends you VOTE AGAINST all Resolutions.

The Chairman intends to vote all undirected proxies against all Resolutions.

Resolution 1 – Removal of Peter Thomas as a Director

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

"That Mr Peter Thomas be removed as a Director of the Company with effect from close of the meeting."

Resolution 2 – Removal of George Sakalidis as a Director

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

"That Mr George Sakalidis be removed as a Director of the Company with effect from close of the meeting."

Resolution 3 – Removal of Jon O’Callaghan as a Director

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

"That Mr Jon O’Callaghan be removed as a Director of the Company with effect from close of the meeting."

Resolution 4 – Appointment of Benjamin Donovan as a Director

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

"That Mr Benjamin Patrick Donovan be appointed as a Director of the Company with effect from close of the meeting."

Resolution 5 – Appointment of Gavin Fletcher as a Director

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

"That Mr Gavin Fletcher be appointed as a Director of the Company with effect from close of the meeting."

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IMAGES RESOURCES NL » Notice of Meeting

Notice of Meeting

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Proxies

A member entitled to attend and vote at the Meeting may appoint a proxy and, if entitled to cast two or more votes, is entitled to appoint two proxies in which case each proxy may be appointed to represent a specified proportion of the member’s voting rights. A proxy need not be a member of the Company and a member may appoint an individual or a body corporate to act as its proxy.

Two proxy forms have been included in this information package, a green proxy form and a white proxy form.

The green proxy form has been completed in line with the recommendation of the Image Resources’ Board. If you wish to vote in accordance with the recommendations of the Image Resources’ Board, you should sign the green proxy form and fax or mail the form to Image Resources’ Company Secretary following the instructions of the form. If you sign and return the green proxy form, you do not need to complete the white proxy form.

If you do not wish to vote in accordance with the recommendations of the Image Resources’ Board, you will need to follow the instructions on the white proxy form to indicate your voting instructions. Once you have completed this form, please fax or mail the form to Image Resources’ Company Secretary following the instructions on the form.

Proxy forms and, if applicable, the powers of attorney (or a certified copy of the powers of attorney) under which they are signed may be lodged with the Company Secretary, Mr Dennis Wilkins of DWCorporate Pty Ltd. Proxies must be lodged at least 48 hours before the appointed time of the meeting.

The Company Secretary’s contact details are as follows:

Post: PO Box 1153, West Perth WA 6872 Facsimile: +61 8 9389 2199 In person: Ground Floor, 20 Kings Park Road West Perth

It has been determined that under the Corporate Regulations 7.11.37, for the purposes of the Meeting, shares will be taken to be held by the persons who are the registered holders at 5:00pm (Perth time) on 18 June 2014. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By order of the Board

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Dennis Wilkins Company Secretary Date: 14 May 2014

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IMAGES RESOURCES NL » NOTICE OF MEETING

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Explanatory Memorandum

Introduction

This Explanatory Memorandum accompanies the notice of general meeting ( Notice ) of Image Resources NL ( Company ) and is intended to provide shareholders of the Company with information to assess the merits of the Resolutions contained in the business to be conducted at the general meeting to be held on Friday, 20 June 2014.

The directors of the Company (the Directors ) recommend that shareholders read this Explanatory Memorandum before making any decisions in relation to the Resolutions.

Background to the meeting

The Meeting has been convened at the request of a small number of shareholders: Choon Kong Lim, Frederick Dennis L’Aime Ribton, D.F & J Ribton Superannuation, Bidwell Pty Ltd, Devomp Pty Ltd and Kenneth and Laurie Tatam (the Choon Kong Lim/ Ribton Group ).

Voting against all Resolutions will result in the retention of Messrs O’Callaghan, Sakalidis and Thomas.

Voting for all Resolutions will result in a Board comprised of Messrs Donovan and Fletcher.

Frequently asked questions

Why has the Meeting been called?	On 23 April 2014, Choon Kong Lim, Frederick Dennis L’Aime Ribton, D.F & J Superannuation Fund, Bidwell Pty Ltd, Devomp Pty Ltd Atanta Super Fund A/c> and Kenneth and Laurie Tatam (theChoon Kong Lim/ Ribton Group) requisitioned a meeting of shareholders pursuant to section 249D of the Corporations Act, by sending a requisition notice to the Company. On that date, the Choon Kong Lim/ Ribton Group held 16,592,670 ordinary shares, which is more than 5% of the Company’s issued share capital, entitling the Choon Kong Lim/ Ribton Group to requisition a shareholder meeting.
What has the Choon Kong Lim/ Ribton Group proposed in the Notice of Meeting?	The Choon Kong Lim/ Ribton Group proposed the resolutions which seek to remove as Directors of Image Resources Messrs Peter Thomas, George Sakalidis and Jon O’Callaghan and replace them with Messrs Benjamin Donovan and Gavin Fletcher.
Why has the Choon Kong Lim/ Ribton Group proposed to remove Jon O’Callaghan, George Sakalidis and Peter Thomas as Directors of Image Resources and appoint new directors?	A copy of the Choon Kong Lim/ Ribton Group’s statement, pursuant to Section 249P of the_Corporations Act_, as annexed. The Board of Image Resources does not agree with the reasons put forward by the Choon Kong Lim/ Ribton Group.

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IMAGES RESOURCES NL

EXPLANATORY MEMORANDUM

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Further information

If you have any questions about the general meeting or the resolutions to be voted on please call the shareholder information line on 1300 887 556 (within Australia) or +61 2 8022 7902 (outside Australia) Monday to Friday between 9:00am and 5:00pm (Perth time).

Important dates and times

Last time/ date for receipt of valid proxies	4:00 pm (Perth time) on Wednesday 18 June 2014
Record time/ date to determine shareholders eligible to vote	5:00 pm (Perth time) on Wednesday 18 June 2014
General Meeting	4:00 pm (Perth time) on Friday 20 June 2014

Nature of resolutions

All of the resolutions are ordinary resolutions, meaning they can be passed by a simple majority of votes cast by the Shareholders entitled to vote.

RESOLUTION	COMMENTARY	RECOMMENDATION
Resolution 1: Removal of Peter Thomas as a Director	Resolution 1 relates to the removal of Mr Peter Thomas as a Director of the Company. Mr Thomas is a founding Director of the Company. Mr Thomas was instrumental in identifying and acquiring all tenements that comprise the Company’s North Perth Basin mineral sands project (NPB Project) and generating its valuable resource. Mr Thomas, a retired solicitor, has a wealth of knowledge in the resources sector, having acted as a company director for various listed resources companies since the mid 1980s. He has considerable experience serving on the boards of listed mineral sands companies. The Board considers that the removal of Mr Thomas and the loss of his corporate, legal and commercial experience and expertise would significantly hamper the activities of any future Board and the ability of the Company to successfully pursue its strategic goals. Further information on Mr Thomas is contained in the Company’s attached statement.	Vote against Resolution 1.

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IMAGES RESOURCES NL » EXPLANATORY MEMORANDUM

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EXPLANATORY MEMORANDUM

RESOLUTION	COMMENTARY	RECOMMENDATION
Resolution 2: Removal of George Sakalidis as a Director	Resolution 2 relates to the removal of Mr George Sakalidis as a Director of the Company. Mr Sakalidis is a founding Director of the Company. Mr Sakalidis was instrumental in identifying and acquiring all tenements that comprise the Company’s North Perth Basin mineral sands project and generating its valuable resource. An exploration geophysicist, Mr Sakalidis with has over 25 years’ industry experience, during which time his career has included extensive gold, diamond, base metals and mineral sands exploration. He has been involved in a number of significant mineral discoveries. The Board considers that the removal of Mr Sakalidis and the loss of his exploration, strategic and business development experience and expertise would significantly hamper the activities of any future Board and the ability of the Company to successfully pursue its strategic goals. Further information on Mr Sakalidis is contained in the Company’s attached statement.	Vote against Resolution 2.
Resolution 3: Removal of Jon O’Callaghan as a Director	Resolution 3 relates to the removal of Mr Jon O’Callaghan as a Director of the Company. Mr O'Callaghan is a corporate finance specialist, with more than 20 years’ experience in the financing, growth and development of natural resource companies. Mr O’Callaghan has an extensive capital markets network, both in Australia and London. Mr O'Callaghan has played a significant role in preparing companies in their transition from exploration junior to successful mining company, including Zapadnaya, a Russian based gold miner, as well as Independence Group and Kimberley Diamonds, amongst others. The Board considers that the removal of Mr O’Callaghan and the loss of his financial, corporate, and capital raising experience and expertise would significantly hamper the activities of any future Board and the ability of the Company to successfully pursueits	Vote against Resolution 3.

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IMAGES RESOURCES NL » EXPLANATORY MEMORANDUM

EXPLANATORY MEMORANDUM

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RESOLUTION	COMMENTARY	RECOMMENDATION
	strategic goals. Further information on Mr O’Callaghan is contained in the Company’s attached statement.
Resolution 4: Appointment of Benjamin Donovan as a Director	Resolution 4 relates to the appointment of Mr Benjamin Donovan as a Director. Information on the proposed director is included in the attached statement supplied by the Choon Kong Lim/ Ribton Group; it was not prepared by the Company.	Vote against Resolution 4.
Resolution 5: Appointment of Gavin Fletcher as a Director	Resolution 5 relates to the appointment of Mr Gavin Fletcher as a Director. Information on the proposed director is included in the attached statement supplied by the Choon Kong Lim/ Ribton Group; it was not prepared by the Company.	Vote against Resolution 5.

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IMAGES RESOURCES NL » EXPLANATORY MEMORANDUM

Statement from Choon Kong Lim/ Ribton Group

Statement from Choon Kong Lim/ Ribton Group

Statement from Choon Kong Lim/ Ribton Group

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Glossary

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

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.
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.
Explanatory Memorandum	means this information attached to the Notice, which provides
	information to Shareholders about the Resolutions contained in the
	Notice.
Meeting	has the meaning in the introductory paragraph of the Notice.
Notice or Notice of Meeting	means the Notice of General Meeting accompanying this Explanatory
	Memorandum.
Proxy Form	means the proxy form attached to this Notice.
Requisitioning	means the Shareholders of the Company listed in Annexure A
Shareholders	representing 11.8% of the of the votes that may be cast at a general
	meeting of the Company as at the date of the Section 249D Notice.
Resolution	means a resolution contained in the Notice.
Section 249D Notice	means a notice of requisition of meeting pursuant to section 249D of the
	Corporations Act, pursuant to which the Directors must call and arrange
	to hold a general meeting.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.

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IMAGES RESOURCES NL » EXPLANATORY MEMORANDUM

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Annexure A

List of Requisitioning Shareholders

Frederick Dennis L’Aime Ribton

DF & J Ribton Superannuation Fund

Bidwell Pty Ltd Choon Kong Lim Devomp Pty Ltd

Kenneth and Laurie Tatam

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IMAGES RESOURCES NL » EXPLANATORY MEMORANDUM