IMAGE RESOURCES NL — Capital/Financing Update 2003

Sep 30, 2003

2^nd Floor, 35 Outram St West Perth WA 6005 PO Box 644 West Perth WA 6872 Telephone 08 9485 2410 Facsimile 08 9485 2840 info@imageres.com.au www.imageres.com.au

ABN 57 063 977 579

The Company Announcement Office Australian Stock Exchange Limited $4^th$ Floor 20 Bridge Street SYDNEY NSW 2000

1 October 2003

Placement - Secondary Sales and Category of Relief

The Directors of Image Resources NL ("Company") advise that the Company has today placed 6,250,000 fully paid ordinary shares ("Shares") at 24 cents per share raising gross proceeds of \$1,500,000.

The shares will be issued in reliance on the relief from the secondary sales restrictions in subsection 707(3) of the Corporations Act 2001 ("Corporations Act") provided in Australian Securities and Investments Commission ("ASIC") Class Order CO 02/1180 ("Class Order"). In accordance with paragraph (5) of Category 1 of the Class Order, the Company notifies ASX that all information of the kind that would be required to be disclosed under subsection 713(5) of the Corporation Act, if a prospectus were to be issued in reliance on section 713 of the Corporations Act, in relation to an offer of the shares has been disclosed to ASX.

Yours faithfully COMPANY SECRETARY

Rudolf Tieleman

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Name of entity

Image Resources NL

ABN

3

for

57 063 977 579

We (the entity) give ASX the following information.

Part 1 - All issues

$\mathbf{1}$ Class of securities issued or to be issued

Ordinary Fully Paid Shares

Number of securities issued or to be $\overline{2}$ issued (if known) or maximum number which may be issued

Principal terms of the securities (eg. if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates

securities, the conversion price and

convertible

6,250,000

dates for conversion) $\boldsymbol{\Lambda}$ Do the securities rank equally in all

payment; if

respects from the date of allotment with an existing class of quoted securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes

5 Issue price or consideration

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The funds will be used to maintain a high level of activity in pursuing the Company's strategies of generating new projects, adding value by drilling where prudent, partnering with well-qualified companies and continuing its search for advanced nickel and gold projects with good potential.
7	Dates of entering securities into uncertificated holdings or despatch of certificates	7 October 2003

Number

38,461,564

$\bf 8$ Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)

$\overline{9}$ Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	Class
16,504,693	Ordinary Fully Paid Shares
15,512,191	Options exercisable on or before 25.8.2006 at \$0.25 per option
1,100,000	Employee Options exercisable on or before 4.7.2007 at \$0.25 per option

Class

Ordinary Fully Paid

Shares

$10\,$ Dividend policy (in the case of trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue
No Issues to be advised

11	security holder approval ls. required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	+ Class of + securities to which the offer relates
15	*Record determine date to. entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt оf acceptances or renunciations

• $20₁$ Names of any underwriters
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
• 25 If the issue is contingent on "security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• Date rights trading will end (if 29 applicable)
• How do *security holders sell their 30 entitlements in $full$ through a broker?
• How do *security holders sell part $31$ of their entitlements through a broker and accept for the balance?
• How do *security holders dispose 32 of their entitlements (except by sale through a broker)?

33 *Despatch date

Part 3 - Quotation of securities

34 Type of securities $(ick one)$ Securities described in Part 1 $(a)$ All other securities $(b)$

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

NO NEW CLASS OF SECURITIES BEING FORMED

35	If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders
-36	If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over
-37	A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

NOT REQUIRED TO BE COMPLETED

38			Number of securities for which
	+ quotation is sought

39 Class of *securities for which quotation is sought

$40₁$ Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number	- Class

Quotation agreement

• $\mathbf{1}$ Ouotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those securities should not be granted quotation.
• An offer of the securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.
• Section 724 or section 1016E of the Corporations Act does not apply to any $\bullet$ applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737,

738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request that the securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

(Company secretary)

Date: 1 October 2003

Sign here:

Print name:

Rudolf Tieleman