IMAGE RESOURCES NL — Capital/Financing Update 2013

May 30, 2013

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2[nd] Floor, 16 Ord Street 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

ASX Code: IMA 31 May 2013

TOTAL RESOURCES AT BOONANARRING NOW 21.5Mt @8.3%HM

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HIGHLIGHTS

• Total JORC Code Resources at Boonanarring now 21.5Mt at the exceptionally high grade of 8.3% HM, containing 1.7Mt of HM at a 2.5% HM cut-off

• Overall average Zircon content is significantly elevated at 21% of HM

• Initial ground magnetics over the northern extensions of the mineralisation at Boonanarring shows a potential target which has not been closed off to the north. Further work on this target is planned for June .

• Work on the economic study of a combined mineral sands operation at Boonanarring and Atlas is on schedule, with results due to be released in June

• Public Environmental Review submission on schedule for submission at end June.

Summary

Image Resources NL (“Image”) has completed the resource estimates for the full strike length of the currently defined Boonanaring resources. At 21% of HM, the average Zircon content of the overall JORC Code Resource at a cut-off grade of 2.5%HM is exceptionally high. The overall deposit now contains 370,000 tonnes of Zircon and 870,000 tonnes of high quality Ilmenite (refer to Table 2).

These results confirm Boonanarring as one of the highest grade mineral sands deposits currently being considered for development anywhere in the world. The location of the project, grade and quality of the economic minerals and scale of the investment make this an ideal project for Image in the transition from explorer to producer.

The currently defined Resources extend over a strike length of 10.5km in Blocks A, B, C, D and E. (see Figure 1).

ASX Release 31 May 2013

Table 1

Overall Boonanarring HM Resource dated 31 May 2013

	Table 1 Overall Boonanarring HM Resource dated 31 May 2013
CLASSIFICATION MEASURED INDICATED INFERRED	HM CUTOFF Volume Tonnage HM VHM Slimes HM (%) (M cubic metre) (Mt)* (%) (%) (%) (kt) 2.5 1.6 3.0 7.8 5.5 10.1 230 2.5 7.0 14.3 9.0 7.2 17.2 1,270 2.5 2.1 4.2 6.5 5.4 17.4 270
TOTAL	2.5 10.7 21.5 8.3 6.6 16.2 1,770

*Note Values rounded to reflect accuracy of estimates.

Table 2 Overall Boonanarring HM Resource, % Mineral Content of HM

RESOURCES @ 2.5 % HM cut- off	HM ILMENITE LEUCOXENE RUTILE ZIRCON VHM Total Contained (kt)1 (%) (%) (%) (%) (%)
Block D Measured Sub-total Measured Block A Indicated Block B Block C Block D Block E Sub-total Indicated Total Measured and Indicated Block A Inferred Block C Inferred Sub-total Inferred	230,000 49 1 3 17 70 230,000 49 1 3 17 70 250,000 55 2 2 26 85 510,000 49 10 3 17 79 480,000 45 5 4 26 80 20,000 45 2 3 10 60 10,000 46 3 3 10 62 1,270,000 49 6 3 22 80 1,500,000 49 6 3 21 79 80,000 51 5 2 25 83 190,000 51 9 9 15 83 270,000 51 8 7 18 83
Total Boonanarring Resource	1,770,000 49 6 4 21 79

Notes: Total tonnage values rounded to reflect uncertainty of estimates.

The potential for similar high grade mineralisation to the north of Block A has been demonstrated by ground magnetics. A further survey is planned for June to test this northern extension between Boonanarring and Image’s Red Gully project. Follow up drilling will be planned as required.

All technical studies relating to process testwork, product quality, process plant design and capital and operating cost estimates have been completed. Mine planning and production scheduling work is nearing completion, ready for input to the detailed economic analysis of the project.

In parallel with this work, compilation of the completed environmental work in preparation for submission of the PER documentation is on schedule for completion by end June 2013.

ASX Release 31 May 2013

Background

The Boonanarring deposit, located 90km north of Perth, forms part of Image’s North Perth Basin mineral sands project.

Using its in-house magnetic expertise, Image identified the potential for a significant enlargement of the Boonanarring deposit, previously only covered by Mining Lease M70/1194 (acquired from Iluka Resources Limited in March 2011).

With the exception of some minor infill drilling completed in April 2013, all of the assay and mineralogical results have been received for the 12km length of Blocks A, B, C, D and E. These results have demonstrated that the deposit extends over 10.5km from the northern end of mineralisation in Block A to the southern end of the Indicated Resource in Block E. Blocks A to D are located within M70/1194 and the new Mining Lease M70/1311. Block E extends south of M70/1194, lying within E70/3041 (see Figure 1).

In the main part of the Boonanarring resources, geological analysis shows two strandlines. The eastern strandline generally contains continuous zones of very high HM and Zircon grades. At a cut-off grade of 2.5% HM, the eastern strand over the full resource contains an Indicated Resource of 8.4Mt @ 11.7% HM with 25% of the HM being Zircon.

Results from infill drilling on Blocks A and C are still pending.

Block D & E Resource Estimate

During the January to February 2013 drilling campaign, several holes were drilled in Block D to confirm and extend the Iluka resource. At the same time, Block E was drilled at 200m x 20m spacing, enabling the estimate of a maiden JORC Code resource for this Block. The recently received results from Block D and E have enabled Image, working with Lynn Widenbar and Associates, to define a JORC Measured and Indicated Resource for Boonanarring Blocks D & E totalling 3.6Mt @ 7.3 %HM containing 270kt of HM at a 2.5% HM cut-off.

Table 3 summarises the resource estimate and Table 4 shows the corresponding mineral content.

Figure 5(a) shows the variation in HM grades along the strike of the model for both the western and eastern strandlines and Figure 5(b) shows the corresponding variation in Zircon grade as modelled for both strandlines.

Appendix 1 tabulates the resource estimate at various cut-off grades. Appendix 2 defines the criteria used to determine the resource status.

Table 3 Boonanarring Blocks D & E Resource dated 31 May 2013

RESOURCES @ 2.5 % HM cut-off	Volume Tonnage HM VHM VHM Slimes OS (k BCM) (kt) (%) (%) Contained (%) (%) (kt)
Block D Measured Block D Indicated	1,600 3,000 7.8 5.5 160 10.1 2.2 140 270 5.9 3.5 10 13.5 4.7
Total Block D	1,740 3,270 7.6 5.3 170 10.4 2.4
Block E Indicated	200 370 4.6 2.9 10 9.5 6.0
Total Block D & E	1,940 3,640 7.3 5.0 180 10.3 2.8

ASX Release 31 May 2013

Notes Slimes: minus 63micron fraction OS: oversize, plus 1mm fraction. Values rounded to reflect uncertainty of estimates.

Table 4 Boonanarring Block D & E Resource, % Mineral Content of HM	Table 4 Boonanarring Block D & E Resource, % Mineral Content of HM
RESOURCES @ 2.5 % HM cut-off Block D Measured Block D Indicated	HM ILMENITE LEUCOXENE RUTILE ZIRCON VHM Total Contained (kt)1 (%) (%) (%) (%) (%) 230 49 1 3 17 70 20 45 2 3 10 60
Total Block D	250 49 1 3 17 70
Block E Indicated	20 46 3 3 10 62
Total Block D & E	270 48 1 3 17 69

Notes: Total tonnage values rounded to reflect uncertainty of estimates.

Using drilling and mineralogical data supplied by Iluka on Mining Lease M70/1194 (Block D), Image originally estimated a total Measured Resource for Boonanarring of 3.1Mt at 7.2% HM at a 2.5% HM cut-off, containing 220kt of HM (refer IMA ASX Release dated 9 March 2011). The resource inventory was increased in October 2012 to incorporate Indicated Resources for Block B (refer IMA ASX Release dated 4 October 2012) and further augmented in March 2013 with a maiden Indicated and Inferred resource for Block C (refer IMA ASX Release dated 8 March 2013). Finally in April 2013, a maiden resource estimate for Block A was announced (IMA ASX release 15 April 2013), further increasing the Boonanarring resource.

The re-estimate of the Block D resources and the new estimate of Block E have increased the JORC Code Resource inventory at Boonanarring to 21.5Mt @ 8.3% HM containing 1.7Mt of HM at a 2.5% HM cut-off, segregated into Measured, Indicated and Inferred categories as shown in Table 2. This is within the target range of 20 to 25 Mt of JORC Code Resources at Boonanarring set in mid 2012.

Geology

The Boonanarring deposit and its extensions consist of two strandlines deposited in a historical shoreline environment along the Gingin Scarp, formed during a rise in sea level during the Pleistocene period. The western strandline sits at a base elevation of 65m - 67m AHD. The higher grade eastern strandline is slightly higher, lying between 67m and 69m AHD.

The deposits lie on a base of grey clays, silts and sands interpreted to be Cretaceous Leederville Formation A younger sequence of sand, clay and laterite has covered and preserved the strand units.

The eastern strandline is distinguished by its high Zircon contents and in Block D the eastern strand is consistently 40 – 80m wide with moderate to high heavy mineral grade. The western strand in Block D is well developed compared to the blocks further north and contains moderate grades over 40m to 150m width throughout the Block. The eastern strand ends approximately 300m north of the southern end of Block D, but the western strand continues into Block E where it extends for another 800m from the southern boundary of Block D.

Approximately 1,300m from the southern boundary of Block D the western strandline reappears as a weak concentration over two drill lines over about 200m strike length. This small concentration has been excluded from the resource total being presently considered too low grade and isolated to be of economic significance.

ASX Release 31 May 2013

Mineralogy

The mineral assemblage of the resource estimate is based upon the XRF analysis of 38 HM composite samples taken from every Image drill section over the length of the resource area and density separation of 26 HM composites taken along Block D drill lines analysed by Iluka. The Image composites were designed to reflect the geological interpretation of the strandlines and were created by compositing the concentrate from between 2 and 40 individual metre drill samples (with an average of 8 concentrate samples per composite). Each composite was analysed using single bead XRF and the mineral composition was calculated using a combination of industry standard elemental abundances and elemental compositions derived from testwork. In addition, the mineralogy was assessed qualitatively by a consultant with extensive experience in the mineralogy, processing characteristics and product quality of Western Australian mineral sands deposits.

Further work is planned to refine the breakdown between Ilmenite, Leucoxene and Rutile composition of the mineral assemblage. The current split is regarded as being conservative in terms of ore value.

The Iluka composites were similarly designed to represent geological entities, but were analysed at Iluka’s Narngulu Laboratory using a combination of magnetic separation, densometric separation at variable SG using Clerici Solution and XRF analysis of individual fractions.

The results of the two methods were compared and found to be relatively consistent and therefore have been combined in this estimate.

Concluding Comments

Image Resources Managing Director, Peter Davies, said “Completion of the overall resource estimate for Boonanarring is a major milestone in the evaluation of the proposed operations at Boonanarring and Atlas.”

“The work completed to date has significantly de-risked the project. In the course of the studies over the last year, we have identified a number of opportunities to increase the overall robustness of the project through the use of innovative concepts and we look forward to announcing the results of this work in June”.

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Figure 1 Boonanarring Resources and Drilling May 2013

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Figure 2 Section on Line 28 300N (Refer to Figure 1 for location)

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Figure 3 Section on Line 27 600N (Refer to Figure 1 for location)

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Figure 4 Section on Line 26 200N (Refer to Figure 1 for location)

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Figure 5 :

Perspective view of Block D & Block E strandlines connecting to Block C. Blocks coloured by (a) Interpolated HM Grade and (b) Interpolated Zircon Grade as % of HM

ASX Release 31 May 2013

For more information on the company visit www.imageres.com.au

Please direct enquiries to: Peter Davies George Sakalidis Managing Director Executive Exploration Director Phone +61 8 9485 2410 Phone +61 8 9485 2410 Mob +61 409 296 676 Mob +61 411 640 337

COMPETENT PERSON’S STATEMENT – EXPLORATION RESULTS

The information in this presentation is based on information compiled by Paul Leandri BAppSc who is a member of the Australasian Institute of Mining and Metallurgy. Paul Leandri is an employee of Image Resources NL. He has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Paul Leandri consents to the inclusion of this information in the form and context in which it appears in this presentation.

COMPETENT PERSON’S STATEMENT – RESOURCE ESTIMATES

The information in this presentation that relates to mineral resources is based on information compiled by Lynn Widenbar BSc, MSc, DIC MAusIMM MAIG employed by Widenbar & Associates who is a consultant to the Company. Lynn Widenbar has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Lynn Widenbar consents to the inclusion of this information in the form and context in which it appears in this presentation.

COMPETENT PERSON’S STATEMENT – PROJECT EVALUATION

The information in this presentation that relates to project evaluation is based on information compiled by Peter Davies BSc Eng (Hons) ARSM, C.Eng. MIMMM, FAusIMM FRSA, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Peter Davies is Managing Director/Project Manager of Image Resources NL. Peter Davies has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Peter Davies consents to the inclusion of this information in the form and context in which it appears in this report.

FORWARD LOOKING STATEMENTS

Certain statements made during or in connection with this communication, including, without limitation, those concerning the economic outlook for the mining industry, expectations regarding prices, exploration or development costs and other operating results, growth prospects and the outlook of Image’s operations contain or comprise certain forward looking statements regarding Image’s operations, economic performance and financial condition. Although Image believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.

Accordingly, results could differ materially from those set out in the forward looking statements as a result of, among other factors, changes in economic and market conditions, success of business and operating initiatives, changes that could result from future acquisitions of new exploration properties, the risks and hazards inherent in the mining business (including industrial accidents, environmental hazards or geologically related conditions), changes in the regulatory environment and other government actions, risks inherent in the ownership, exploration and operation of or investment in mining properties, fluctuations in prices and exchange rates and business and operations risks management, as well as generally those additional factors set forth in our periodic filings with ASX. Image undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today’s date or to reflect the occurrence of unanticipated events.

ASX Release 31 May 2013

Appendix 1

Blocks D & E Resources by Classification and Cut-off Grade

Table A1: Block D Measured and Indicated Resource Tonnes and Grade

		Volume	Resource	HM	VHM	SLIMES	OS	VHM
Classification	Cut-Off	(k BCM)1	(kt)1	(%)	(%)	(%)	(%)	(kt)1
MEASURED	10	300	600	14.3	11.0	9.8	2.6	70
MEASURED	5	1200	2200	8.9	6.4	9.9	2.3	140
MEASURED	4	1400	2700	8.2	5.8	10.1	2.2	160
MEASURED	3	1600	3000	7.8	5.5	10.1	2.2	160
MEASURED	2.5	1600	3000	7.8	5.5	10.1	2.2	160
MEASURED	2	1600	3000	7.7	5.4	10.1	2.2	160
MEASURED	1	1600	3000	7.7	5.4	10.1	2.2	160
INDICATED	10	10	20	11.3	6.8	20.0	5.5	2
INDICATED	5	80	160	7.0	4.2	14.5	4.4	7
INDICATED	4	120	240	6.2	3.7	13.6	4.6	9
INDICATED	3	140	270	5.9	3.5	13.5	4.7	10
INDICATED	2.5	140	270	5.9	3.5	13.5	4.7	10
INDICATED	2	140	270	5.9	3.5	13.5	4.7	10
INDICATED	1	140	280	5.9	3.5	13.5	4.7	10
TOTAL	10	310	620	14.2	10.9	10.1	2.7	72
TOTAL	5	1280	2360	8.8	6.3	10.2	2.4	147
TOTAL	4	1520	2940	8.0	5.6	10.4	2.4	169
TOTAL	3	1740	3270	7.6	5.3	10.4	2.4	170
TOTAL	2.5	1740	3270	7.6	5.3	10.4	2.4	170
TOTAL	2	1740	3270	7.6	5.3	10.4	2.4	170
TOTAL	1	1740	3280	7.6	5.3	10.3	2.4	170

Note:

1. Figures rounded to reflect uncertainty of estimate.

2. Slimes <63 micron

3. OS > 1mm

ASX Release 31 May 2013

Table	A2:Block D	Measured and	Indicated Resource VHM	Indicated Resource VHM	Grades as	% of Total	HM
		HM	ILMENITE	LEUCOXENE	RUTILE	ZIRCON	VHM
Classification	Cut-Off	(kt)1	(%HM)	(%HM)	(%HM)	(%HM)	(%HM)
MEASURED	10	90	50	1	3	23	77
MEASURED	5	200	49	1	3	18	72
MEASURED	4	220	49	1	3	18	71
MEASURED	3	230	49	1	3	17	70
MEASURED	2.5	230	49	1	3	17	70
MEASURED	2	230	49	1	3	17	70
MEASURED	1	230	49	1	3	17	70
INDICATED	10	3	46	1	2	10	60
INDICATED	5	10	46	2	3	10	60
INDICATED	4	20	45	2	3	10	60
INDICATED	3	20	45	2	3	10	60
INDICATED	2.5	20	45	2	3	10	60
INDICATED	2	20	45	2	3	10	60
INDICATED	1	20	45	2	3	10	60
TOTAL	10	93	50	1	3	23	77
TOTAL	5	210	49	1	3	18	71
TOTAL	4	240	49	1	3	17	70
TOTAL	3	250	49	1	3	17	70
TOTAL	2.5	250	49	1	3	17	70
TOTAL	2	250	49	1	3	17	70
TOTAL	1	250	49	1	3	17	70

Note:

1. Figures rounded to reflect uncertainty of estimate.

2. All VHM expressed as percentage of HM

ASX Release 31 May 2013

Table A3: Block E Indicated Resource Tonnes and Grades

		Volume	Resource	HM	VHM	SLIMES	OS		VHM
Classification	Cut-Off	(BCM)1	(t)1	(%)	(%)	(%)	(%)		(t)1
INDICATED	10	0	0	-	-	-	-		-
INDICATED	5	80,000	140,000	5.8	4.0	8.5		7.6	5,000
INDICATED	4	130,000	250,000	5.2	3.3	9.0		7.1	8,000
INDICATED	3	190,000	340,000	4.8	3.0	9.4		6.1	10,000
INDICATED	2.5	200,000	370,000	4.6	2.9	9.5		6.0	11,000
INDICATED	2	210,000	380,000	4.5	2.8	9.6		6.0	11,000
INDICATED	1	210,000	400,000	4.4	2.8	9.7		5.8	11,000

Note:

1. Figures rounded to reflect uncertainty of estimate.

2. Slimes <63 micron

3. OS > 1mm

Table A4: Block E Indicated Resource VHM Grades as % of Total HM

		HM	ILMENITE	LEUCOXENE	RUTILE	ZIRCON	VHM
Classification	Cut-Off	(t)1	(%HM)	(%HM)	(%HM)	(%HM)	(%HM)
INDICATED	10	-
INDICATED	5	8,000	48	3	4	13	68
INDICATED	4	10,000	46	3	3	11	64
INDICATED	3	20,000	46	3	3	10	62
INDICATED	2.5	20,000	46	3	3	10	62
INDICATED	2	20,000	46	3	3	10	62
INDICATED	1	20,000	46	3	3	10	62

Notes:

1. Figures rounded to reflect uncertainty of estimate.

2. All VHM expressed as percentage of HM

ASX Release 31 May 2013

Appendix 2 Boonanarring Resource Classification Criteria

Criteria	Explanation
SAMPLING TECHNIQUES AND DATA
Sampling Techniques	Air core drilling samples
Drilling techniques.	Vertical NQ air core holes
Drill sample recovery.	Sample quality is logged at time of drilling. No relationship between grade and recovery is known to exist
Logging.	Chip samples are logged for colour, grainsize, presence of induration and estimates are made of HM,Slimes and Oversize content usinghydraulicpanning.
Sub-sampling techniques and samplepreparation.	Samples were rotary split on site to reduce the sample size from about 8kg to 1.5 kg.
Quality of assay data and laboratory tests.	Image samples were assayed by R.J Robbins Metallurgical of Lismore. Robbins conducted routine duplicate assaying of 4% of samples. Iluka samples were assayed by their Narngulu Laboratory
Verification of sampling and assaying.	Image took replicate samples taken at rate of 1 in 50 for check assay at original laboratory. Separate replicate samples taken at 1 in 100 for umpire assay at different laboratory Iluka used similarprocedures and included standards as well.
Location of data points.	Collars were surveyed by differential GPS. The rig mast is set up vertical and holes are assumed to be drilled vertical.
Data spacing and distribution.	Drill holes are spaced at 20 metres apart within the resource area and 40 to 80m apart on the edges. Drill lines in Block D are approximately 100 m apart (Iluka) and in Block E 200m apart (Image). Image assay results have only been completed for samples estimated to contain >0.5%HM. Iluka assayed all samples. The sampling interval was 1 metre for both companies. Sample compositing only took place for mineral assemblage determinations with between 2 and 40 HM sink samples composited into individual mineralogical composites.
Orientation of data in relation to geological structure.	Drill lines are oriented at approximately 90 degrees to the strike. No biased sampling of structure has occurred.
Audits or reviews.	CSA Global has been engaged to undertake independent audits. To date the review and auditprocess has not identified anymaterial deficiencies.
Mineral tenement and land tenure status.	The area for the new resource lies within granted Mining Lease licence M70/1194 (Block D) and granted Exploration Licence E70/3041 (Block E), both held 100% by Image Resources. Land tenure is freehold land owned by three landowners. Previously reported Indicated and Inferred Resources (Blocks A – C) lie on M70/1311. Previously reported Measured Resource is located on granted Mining Lease M70/1194, for which land tenure is freehold land held bythreeparties.
Exploration done by other parties.	Exploration done by Iluka used as the basis for the Measured resource estimate in M70/1194, which comprises ~14% of overall resource. The remaining Indicated Resources based on Image drillingwith edges informed byIluka drilling.
Geology.	The deposit is a typical strandline hosted mineral sand deposit with later cover sands and clays.
ESTIMATION AND REPORTING OF MINERAL RESOURCES
Database integrity.	All of the samples were logged electronically using an industry standard logging program designed to preclude transcription errors. Assay data is presented electronically and both manually and electronically checked prior to loading into the database. The database is validated for missing intervals, duplicate samples, missing coordinates, hole name mismatches and EOH mismatch between collar and downhole data.
Geological interpretation.	The dataqualityaffords a high degree of confidence in thegeological interpretation.
Dimensions.	Within Blocks D & E, the deposit is 3.3km long. The Eastern Strand is 40-80m wide, 2-6m thick and 1.9km long. The Western strand varies between 40 and 150m wide, 3 – 13m thick and is 3.3km long. For the dimensions of the deposit in Blocks A, B and C, please refer toprevious ASX announcements.
Estimation and modelling techniques.	Ordinary Kriging interpolation for HM, Slimes and OS, nearest neighbour for assemblage data. Model and data constrained by mineralisation wireframe solids with first search radius of 250m x 50m x 3m, minimum 2 samples, max 12. No second search required. Assemblage data and hardness estimated bynearest neighbour. Geological

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Criteria	Explanation
	unit interpretations used to constrain data. Considered suitable for type of deposits and level of information.
Moisture.	The tonnage is estimated on a dry basis.
Cut-off parameters.	2.5% HM for “high grade” mineral envelope. Various geological parameters for basement and lithologyzones.
Miningfactors or assumptions.	The deposit is likelyto be mined byelevatingscrapers or dozerspushingto traps.
Metallurgical factors or assumptions.	Testwork indicates that the mineralisation can be efficiently processed by traditional mineral sands methods, i.e. spirals, attritioning and magnetic/electrostatic separation.
Bulk density.	Assumed according to formula using grade of HM, slime and oversize as inputs. For the mineralised strand densityranges from 1.62 to 2.37,with an average of 1.93.