IMAGE RESOURCES NL — Capital/Financing Update 2004

Apr 14, 2004

45 Brookman St, Kalgoorlie WA 6430 PO Box 883, Kalgoorlie WA 6430

ABN 44 103 423 981

Phone: (08) 9091 6974 (08) 9022 2294 Fax: Email: dcrook@pioneemickel.com.au

15 April 2004

The Company Announcement Officer Australian Stock Exchange Limited Post Office Box H224 - Australia Square Sydney NSW 2000

Dear Sir / Madam

PIONEER ACQUIRES FURTHER NICKEL SULPHIDE TARGETS AT KURNALPI

Pioneer Nickel Limited is pleased to report that it has purchased and taken an option respectively over two additional nickel sulphide projects at Kurnalpi, 80km E of Kalgoorlie.

The Kurnalpi region is within the Gindalbie geological terrane and is viewed by Pioneer's Directors as a priority location, hosting nickel sulphides at Pioneer's Acra prospect and the recently upgraded Emu Lake prospect of Image Resources NL and Jubilee Mines NL. The Gindalbie terrane also hosts the Black Swan group. Carr Boyd and Scotia nickel sulphide mines.

Data reviews by Pioneer have located channel-like ultramafic structures in both project areas analogous to those found at the Acra and Emu Lake nickel sulphide deposits.

Terms of the Acquisitions include:

• Lady of the Lake Option:

Pioneer has acquired a twelve month option for \$15,000 from Mr Bill Allen over tenements E28/1055, E28/1058, E28/1059 and ELA28/1422, whereby it may purchase a 100% interest in all commodities except gold, for \$85,000 and 50,000 FPO shares in Pioneer.

Jubilee South:

Pioneer has acquired from Mr Peter Gianni a 100% interest in tenements P28/979, E28/1301 and E28/1186 for \$20,000 and the issue of 100,000 FPO shares in Pioneer.

Pioneer has commenced a geochemistry and electromagnetic survey at the Lady of the Lake prospect.

Yours sincerely

prooch

David Crook Managing Director

The information within this report as it relates to geology and mineralisation was compiled by Mr David Crook who is a member of the Australasian Institute of Mining and Metallurgy and is a competent person with over 20 years experience in the minerals industry, including the activity reported. This person consents to the inclusion of this information in the form and context in which it appears in this report.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

PIONEER NICKEL LIMITED

ABN

	44 103 423 981

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ issued

⁺Class of ⁺securities issued or to be Ordinary Shares (ASX Code: "PIO")

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the "securities (eg, if options, exercise price and date; if partly paid expiry "securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

100,000 ordinary shares

Ordinary shares will rank pari passu with the existing ordinary shares on issue.

⁺ See chapter 19 for defined terms.

4	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 extent to which the they participate for the next dividend. (in the case of trust. $a -$ 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	Deemed issue price of 20 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	consideration Part acquisition of three tenements Kurnalpi Project from Mr Peter Gianni and associated interests.	ín. relation the to the at
7	Dates of entering *securities into uncertificated holdings or despatch of certificates		Anticipated to be on or around 16 April 2004.
		Number	+ Class
8	Number and class of all securities quoted ASX. on (including the securities in clause 2 if applicable)	27,740,000	Fully paid ordinary shares ("PIO")

$+$ See chapter 19 for defined terms.

		Number	+ Class
-9	dass" of Number and -all "securities not quoted on ASX (including the securities in clause)	16,260,010	Ordinary shares escrowed to 3/12/05
	2 if applicable)	5,600,000 options	Exercisable -25 at each by cents $31/12/07$ = escrowed fo $3/12/05$
		900,000 options	Exercisable 25 at each by cents 31/12/07

Dividend policy (in the case of a $\sqrt{\frac{N_0}{N_0}}$ No dividends declared or paid. 10 increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is required?	Not applicable
$12 \,$	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the "securities will be offered	Not applicable
14	Class of securities to which the Not applicable offer relates
15	*Record determine date to. entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
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 entitiements are to be dealt with. Cross reference: rule 7.7.	Not applicable
19	Closing date for of receipt acceptances or renunciations	Not applicable

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker to the issue	Not applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of "security holders	Not applicable
25.	If the issue is contingent on "security holders" approval, the date of the meeting	Not applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable
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	Not applicable
28	Date rights trading will begin (if applicable)	Not applicable
29	Date rights trading will end (if Not applicable applicable)
30	How do "security holders sell their	Not applicable
	entitlements in full through a broker?
31	How do "security holders sell part	Not applicable
	of their entitlements through a broker and accept for the balance?

$+$ See chapter 19 for defined terms.

32 How do "security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not applicable

Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(iick one)$
• $\left( a\right)$ Securities described in Part 1
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

٠	۰.

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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which *quotation is sought	Not applicable
39.	for which Class of "securities" quotation is sought	Not applicable
40	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 ٠ $\mathfrak{g}_0$ which the extent they ٠ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend. distribution or interest payment	Not applicable
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)	Not applicable
42	Number and "class of all "securities" quoted on ASX (including the securities in clause 38)	Number *Class Not applicable

$+$ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{I}$ *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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any 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 *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

• $\mathfrak{Z}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any 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.

Sign here: ...................................... Company Secretary

Print name: JULIE ANNE WOLSELEY

$\begin{tabular}{ll} \bf 132 & \tt 143 & \tt 154 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt 164 & \tt$

⁺ See chapter 19 for defined terms.