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14 February 2022

STATEMENT ON BEHALF OF THE BOARD OF IMAGE RESOURCES AND NOTICE OF GENERAL MEETING

Dear Fellow Shareholders,

As announced to ASX on 28 January 2022, Image Resources NL (‘ Image ’ or ‘ the Company ’) received a notice from 23% shareholder Murray Zircon Pty Ltd (‘ Murray Zircon’ ) requiring the Company to hold a general meeting of shareholders, at Image’s expense, to consider certain resolutions relating to the composition of the Company’s Board.

The proposed resolutions include the removal of our Chairman Mr Robert Besley, our Managing Director Mr Patrick Mutz and Non-Executive Director Mr Chaodian Chen.

Murray Zircon is seeking to appoint three of its own nominees (Mr Chaohua Huang, Mr Graham Hewson and Ms Ran Xu) as non-executive directors. As existing non-executive director Mr Peter Thomas is due to retire by rotation at Image’s AGM in April 2022, if its proposed resolutions are successful, Murray Zircon may well end up after the AGM having appointed more than half of the members of your Board.

All of your directors (other than Mr Huang Cheng Li who has declined to make a recommendation) consider this move to be deeply concerning, and that it presents a clear risk to the value of your Image shares.

All of your directors (other than Mr Huang Cheng Li) think the reasons to reject these overtures from Murray Zircon are quite clear. Put simply:

The reasons provided by Murray Zircon in support of its proposed changes are misleading and disingenuous;
Murray Zircon has not articulated any plans for Image – it is really after control over Image’s HMC;
Murray Zircon is seeking control of Image without paying a control premium; and
There is no need for change – your existing Board has a proven track record that has delivered for ALL shareholders.

As an Image shareholder, you have a critical decision to make.

Either you support your existing Board that has a track record of performance for the benefit of ALL shareholders, or you take the risk with a new Board where potentially more than half of the directors

Image Resources NL ABN 57 063 977 579 Level 2, 7 Ventnor Ave West Perth WA 6005 | PO Box 469 West Perth WA 6872

T: 08 9485 2410 | F: 08 9486 8312 www.imageres.com.au

are appointed by one Chinese shareholder who wants access to 100% of Image’s HMC thereby raising real conflict of interest concerns and corporate governance risks in ensuring that Image receives a fair price for its HMC.

All of your directors (other than Mr Huang Cheng Li who has declined to make a recommendation) consider that Murray Zircon has not provided any valid reasons for changing the composition of the Company’s Board.

All of your directors (other than Mr Huang Cheng Li who abstained from making a recommendation) recommend that shareholders vote AGAINST all of the proposed resolutions .

1. THE REASONS PROVIDED BY MURRAY ZIRCON IN SUPPORT OF ITS RESOLUTIONS ARE MISLEADING AND DISINGENUOUS

The claims Murray Zircon has made as the basis for seeking to reconstitute the existing Image Board are misleading and disingenuous.

In its supporting documentation with the Notice, Murray Zircon justifies seeking to change the composition of the Image Board by claiming that Image has not taken advantage of opportunities to achieve higher profitability from a “booming year” in CY2021 for zirconium and titanium prices. To support its claim, MZ contends that Image’s reported higher HMC sales but lower EBITDA in 1H 2021 than in 1H 2020 is evidence that Image did not take advantage of higher commodity prices in CY2021. There is a complete disconnect of logic here.

Murray Zircon’s assertions are misleading in that they fail to disclose that:

the zircon benchmark price was 2% lower in USD terms and 17% lower in AUD terms in 1H 2021 than in 1H 2020 [1] ;
Image reports its financial results in AUD whilst HMC is sold in USD – as such, Image is impacted by foreign exchange rate movements, which in 1H 2021 adversely affected the Company’s AUD revenue [2] ; and
the content of zircon and ilmenite in each shipment of Image HMC varies - as zircon is significantly more valuable than ilmenite, when the zircon content of our HMC is lower, as it was in 2H 2021, it substantially decreases the realized price and overall revenue. [ 3]

The average ilmenite benchmark prices of zircon and ilmenite over the relevant period, and the effect of changing foreign exchange rates, is shown in the charts below.

1 The average benchmark market price for zircon (as prescribed in the HMC Pricing Model associated with the HMC Offtake Agreements) was USD1,471 per tonne in 1H 2021 which was 2% lower than in 1H 2020 at USD1,503 per tonne, and 17% lower in 1H 2021 on an AUD basis.

2 Average AUD: USD FX was 0.655 in 1H 2020 and 0.775 in 1H 2021.

3 Average zircon content of Image’s HMC sold in 1H 2021 was 18% lower than the average zircon content in HMC sold in 1H 2020. Accordingly, even though more total HMC was sold in 1H 2021 than in 1H 2020, the total tonnes of zircon contained in each tonne of HMC sold was 18% lower in 1H 2021 than in 1H 2021. (Note - zircon content in HMC is roughly equivalent to the %ZrO2+HfO2 divided by 0.66 as there is roughly 66% ZrO2 in zircon.)

Figure 1 – Zircon Benchmark Pricing

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Figure 2 – Ilmenite Benchmark Pricing

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Whilst commodity prices (generally) increased substantially across the full year of CY2021, zircon price rises primarily occurred in the second half of that year and zircon represents roughly 80% of Image’s revenue . The fact that Image has been selling its HMC at market-based pricing is supported by recent advice received from industry expert TZ Minerals International Pty Ltd, a copy of which is attached.

Image’s performance should be gauged by the full calendar year results. Such results speak for themselves with strong profitability for three years running, the early repayment of its debt in February 2021, the payment of an inaugural 2 cent dividend in April 2021 and the announcement of an intention to pay a further 2 cent, fully franked, dividend to shareholders shortly.

Murray Zircon’s assertions also ignore the fact that Murray Zircon’s controlling shareholder Guangdong Orient Zirconic Ind. Sci. Tech. Co. Ltd (‘ OZC ’) has been aggressively seeking to secure access to 100% of Image’s HMC (see point 2 below). Due to Image’s existing binding offtake arrangements, such opportunities have been limited to circumstances where OZC has been

prepared to offer an above-market price for that HMC. In the one instance over that time where OZC was prepared to offer such a higher price, Image’s existing offtakers elected to match the price offered by OZC. It is reasonable to assume from OZC’s strong desire to secure access to all of Image HMC that if it genuinely thought Image was not receiving a market-related price for its HMC over this time, it would have offerred a higher price than Image was receiving.

2. MURRAY ZIRCON HAS NOT ARTICULATED ANY PLANS FOR IMAGE - IT IS REALLY AFTER CONTROL OVER IMAGE’S HMC

Murray Zircon has not provided any clear, or any, plans for Image and we have deep concerns around its motives for seeking to change the composition of the current Board.

Importantly, Murray Zircon’s move to reconstitute the Board has been received against a backdrop of its controlling shareholder OZC aggressively seeking to secure access to all of Image’s HMC.

This aggressive behavior follows a change in control of the Board of OZC, with another Chinese organisation, LB Group (formerly called Lomon Billions), appointing a majority of directors to the Board of OZC in 2020.

Indeed in May 2021, Murray Zircon requested the Board to put a resolution to its shareholders that 100% of Image’s HMC product be sold to OZC. As shareholders, you understand that all our HMC production is already committed for sale at market-related prices under existing binding contractual commitments, which have been in place since 2018 and were originally entered into as a condition to your Company securing the funding to finance the development of Boonanarring. As such, the Image Board declined to proceed with Murray Zircon’s request at that time noting that the Company remained subject to the pre-emptive right provisions in its existing offtake agreements.

In the absence of MZ advancing any logical or compelling reasons to support its proposed Board changes, we believe that this is the continuation of an attempt by Murray Zircon and OZC to gain control over our product for their own purposes, rather than having offtake arrangements that are in the interests of all Image shareholders. It raises both conflict of interest concerns and corporate governance risks.

Indeed, since resigning as a non-executive director of the Company in May 2021, Mr Fei (Eddy) Wu (a Murray Zircon representative on the Board of Image at the time) has confirmed that he resigned from his position due to pressure from the OZC/LB Group. Mr Wu has advised that before his resignation as a director of Image, he was receiving continuous pressure from the OZC/LB Group to seek for Image to supply its HMC to OZC despite the Company’s existing offtake agreements.

We believe that Murray Zircon is now seeking to remove the remaining three directors it previously nominated onto the Image Board (in Mr Besley, Mr Mutz and Mr Chen) because they won’t bend to Murray Zircon’s / OZC’s wishes.

You should be aware that your existing Board is not steadfastly against selling our HMC to OZC. Indeed, over the past 12 months, Image has been working with OZC to investigate opportunities where OZC may be able to purchase HMC directly from Image. Given our existing contractual offtake arrangements, these opportunities require OZC to be prepared to pay an above-market price for Image HMC in circumstances where the Company’s existing offtakers are not prepared to match that price. On the one occasion that OZC was prepared to offer an above-market price for Image HMC, the Company’s existing offtakers elected to match that price. The opportunity for OZC to purchase Image HMC directly still exists. However, OZC must be prepared to pay an above-market price for that product and it requires our existing offtakers to not elect to match that price.

As Murray Zircon is a competing mineral sands business, there is also a real risk that OZC / Murray Zircon may seek to prioritise Murray Zircon projects ahead of Image’s.

Given OZC’s position as an end user of HMC products, and Murray Zircon’s position as a competing mineral sands business, the level of control that Murray Zircon is seeking over the Image Board is

disproportionate, unreasonable and raises serious related-party conflict issues, not only for Murray Zircon and OZC, but for all shareholders.

3. MURRAY ZIRCON IS SEEKING TO TAKE OVER IMAGE WITHOUT PAYING YOU ANYTHING, LET ALONE A PREMIUM, FOR CONTROL

If the proposed resolutions are approved, Murray Zircon would have nominated 50% of the directors on Image’s Board, whilst only owning 23% of the shares on issue.

Further, existing non-executive director Mr Peter Thomas is scheduled to retire by rotation at the upcoming AGM in April 2022. If the Murray Zircon resolutions are approved and Mr Thomas is not re-elected as a director of Image, Murray Zircon would have nominated more than half of the directors on Image’s Board, giving them operational control over Image and control over the sale of Image’s HMC.

This is an opportunistic attempt to take control of your Company and its valuable mineral sands assets without making a formal takeover offer and more significantly without paying you anything, let alone a control premium.

Providing Murray Zircon and its controlling shareholder OZC with this level of representation on the Image Board sets a dangerous landscape in which Murray Zircon and OZC can wield control over the Company and its future operations.

4. THERE IS NO NEED FOR CHANGE – YOUR EXISTING BOARD HAS A PROVEN TRACK RECORD THAT HAS DELIVERED FOR ALL SHAREHOLDERS

Under the existing Board and management team, which is highly experienced in dry mineral sands mining and marketing as well as running ASX-listed mining companies generally, Image shareholders have seen:

the Boonanarring mineral sands mine come into production on-time and on-budget and, in record time of only 2 months, ramped-up to full production;
the Company has completed 3 full years of successful, profitable mining and processing operations at Boonanarring, meeting guidance every year;
all project debt being repaid early (Feb 2021), with the Company now having a healthy debt-free cash balance of A$79 million at 31 December 2021[4] ;
the payment of an inaugural dividend of 2 cents per share in April 2021 as well as the recently announced proposed further fully franked dividend of 2 cents per share expected to be paid in April 2022;
a strategy and focus on acquisitions and diversification (including the Company’s recent acquisition of a strategic package of tenements from Sheffield Resources Limited in January 2022 and its now 100% ownership of the King Gold Farm-in Project) providing for future growth; and
share price growth of more than 300% over the past five years.

Murray Zircon has provided no credible information to outline how it might improve on the outstanding performance that has been delivered by your existing Board.

4 Image’s cash balance reduced by $23 million in January 2022 as a result of payments made to Sheffield Resources Limited in relation to the Company’s strategic acquisition of a package of mineral sands tenements in the historic Eneabba mining district of Western Australia.

Voting for Murray Zircon’s proposed changes to the Board is backing an uncertain future for your company and is only likely to lead to potential disruptions to the Company’s existing operations.

The track record and experience of your current Directors is clear. Chairman Mr Robert Besley has more than 40 years’ experience in the mining industry, having managed the creation, listing and operation of two successful mining companies. Managing Director Mr Patrick Mutz also has more than 40 years’ experience in the international mining industry from exploration through project development and mining. Non-executive Director Mr Chaodian Chen founded OZC in China in 1995 and built that company into a leader in the zirconium industry.

Do not risk losing this collective experience and skill.

The proposed Board changes risks significantly de-stabilising Image’s operations and damaging the Company’s existing strong relationships with its employees, existing offtakers, the investment community and other stakeholders generally. If the proposed resolutions are passed, there is a real risk that the value of your Image shares may fall, and that your investment in the Company will not realise its full potential.

CONCLUSION

Your Directors respect the right of every shareholder to be heard.

Equally, your Directors have an obligation to act without fear or favour, and not to subjugate the interests of the Company to the interest of one shareholder.

Even more importantly, we consider that if the proposed resolutions are passed, there is a real risk that your investment in the Company will be threatened and that the Company will not reach its full potential.

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.

Your vote on the resolutions is extremely important and all of your directors (other than Mr Huang Cheng Li who has declined to make a recommendation) urge shareholders to cast their vote AGAINST all of the resolutions.

Finally, we sincerely thank all shareholders for their past and current support and look forward to receiving your support at the upcoming shareholder meeting.

Yours sincerely

Mr Robert Besley Chairman

Issued with the approval of the Board of Image Resources NL

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IMAGE RESOURCES NL

ABN 57 063 977 579

NOTICE OF GENERAL MEETING TOGETHER WITH AN EXPLANATORY STATEMENT AND PROXY FORM

THE GENERAL MEETING HAS BEEN CONVENED FOLLOWING A REQUEST PURSUANT TO SECTION 249D OF THE CORPORATIONS ACT BY A MEMBER WITH AT LEAST 5% OF THE ISSUED SHARES IN THE COMPANY

ALL OF THE DIRECTORS OF IMAGE RESOURCES NL (OTHER THAN MR HUANG CHENG LI) RECOMMEND THAT

YOU VOTE AGAINST ALL RESOLUTIONS

MR HUANG CHENG LI DECLINES TO MAKE A RECOMMENDATION IN RELATION TO THE RESOLUTIONS

Date of Meeting Thursday, 24 March 2022

Time of Meeting 10.00am (WST)

Place of Meeting

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

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 of the resolutions at the general meeting. If you are in doubt as to what you should do, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

If you have any questions about the general meeting or the resolutions to be voted on, please call Image’s Company Secretary on +61 8 9485 2410.

IMAGE RESOURCES NL ABN 57 063 977 579

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Image Resources NL ( Company ) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 24 March 2022 at 10.00am (WST) ( Meeting ) for the purpose of transacting the business contemplated by the Resolutions and further detailed in the Explanatory Statement below.

The Meeting has been called following a request pursuant to section 249D of the Corporations Act by a member with at least 5% of the issued Shares in the Company.

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

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

Resolutions proposed by Murray Zircon Pty Ltd

The general meeting has been convened to enable shareholders to consider certain resolutions proposed by Murray Zircon Pty Ltd ( Murray Zircon ) pursuant to a notice given by Murray Zircon to the Company under section 249D of the Corporations Act. The resolutions are set out below.

All of the Directors of the Company (other than Mr Huang Cheng Li) recommend that you vote AGAINST all of the resolutions proposed to be considered at the meeting.

The Chairman of the meeting intends to vote all undirected proxies AGAINST all resolutions.

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Mr Huang Cheng Li, a non-executive director of the Company, declines to make a recommendation in relation to the resolutions.