IMAGE RESOURCES NL — Capital/Financing Update 2018

Mar 11, 2018

12 March 2018

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IMAGE RESOURCES SECURES UNDERWRITING SUPPORT FOR AU$25 MILLION EQUITY RAISING

• Ø Image launches fully underwritten AU$25M Equity Raising

• Ø Cornerstone investor secured for minimum 10.1% position

• Ø Euroz appointed as Sole Lead Manager and Sole Book Runner

• Ø Completion of Equity Raising to full subscription will complete total funding package required for Boonanarring

Image Resources NL (ASX: IMA) (“Image” or “the Company”) is pleased to announce it has entered into two Equity Subscription Deeds (“Subscription Deeds”) to fully underwrite the issue of 250 million fully paid ordinary Image shares at an issue price of 10 cents to raise AU$25M (before costs) (“Equity Raising”).

Vestpro International Limited (“Vestpro”) and Million Up Limited (“Million Up”) (together the “Subscribers” ) have executed Subscription Deeds which provide certainty to the Equity Raising. The combined commitment from the subscribers fully underwrites the raising with Vestpro guaranteed a minimum of 96,227,088 shares which is equivalent to 10.1% of the total shares on issue following the Equity Raising and issue of the Commitment Shares[1] .

Euroz Securities Limited have been appointed Sole Lead Manager and Sole Bookrunner for the Equity Raising. A further announcement regarding the conclusion of the Equity Raising is expected to be made on 14 March 2018, unless the Equity Raising is extended.

The Company will be using the Share Placement Facility approved by Shareholders at the general meeting of shareholders held on 13 February 2018, to complete the Equity Raising

Funds from the Equity Raising will be used for the construction and commissioning of an open cut mine and wet concentration plant at the Company’s 100%-owned, high grade, zircon-rich Boonanarring Mineral Sands Project (“Boonanarring Project”) located 80 km north of Perth in the infrastructure-rich North Perth Basin in Western Australia.

Managing Director Patrick Mutz commented, “The Boonanarring Project is one of the highest heavymineral (HM) grade, high-zircon, undeveloped mineral sands projects in Australia. Completion of this equity raising is the final step for full funding of the project which opens the door for work to begin on site construction and paves the way for the Company’s long awaited and anticipated march to production.”

The Boonanarring Project is fully permitted, requires project capital costs of only AU$52M, and has a construction lead time of an estimated six months. In addition, the Company already owns the processing equipment required to make an HMC product, and owns the land covering the first two years of ore reserves as well as the area required for the construction of the processing plant and related facilities. Importantly, the Company has also secured a binding off-take agreement for 100% of HMC production for the life of the mine.

Construction of the Boonanarring Project is on track to commence immediately . Initial mining

Image Resources NL ABN 57 063 977 579 Ground Floor, 23 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

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pre-strip and construction of the wet concentrator plant and associated production facilities are expected to be completed near the end of the 3[rd] Qtr. 2018, followed by commissioning and first production during the 4[th] Qtr. 2018 .

On 8 March 2018 the Company announced it had entered into a Loan Note Subscription Agreement (“LNSA”) with Pala Investments Limited (“Pala”) and Castlelake IV, L.P. and CL V Investment Solutions LLC which are entities controlled by Castlelake L.P. (collectively, “Castlelake” ) to raise AU$50M[2] from the issue of senior secured loan notes.

Key terms and conditions of the Subscription Deeds are summarized in Schedule 1. Additional information on the Subscribers is presented in Schedule 2.

For further information, please contact:

Patrick Mutz Managing Director +61 8 9485 2410 info@imageres.com.au www.imageres.com.au

Notes:

1 – Commitment Shares means (a) 56.255 million Image shares to be issued to the Loan Note Holders on drawdown of the loan as part of the fees under the Loan Note Subscription Agreement announced 8 March 2018, and (b) 35,198,459 Image shares to be issued to Murray Zircon Pty Ltd following a decision to mine by the Board of Image for Boonanarring, as part of the commitment to issue Deferred Shares as defined in, and in accordance with, the Share Consideration Deed dated 8 June 2016 between the Company and Murray Zircon Pty Ltd, and which Commitment Shares are anticipated to be issued in late March or early April 2018.

2 - US$ denominated Loan Notes equivalent to AU$50 million at signing of the LNSA.

Image Resources NL ABN 57 063 977 579 Ground Floor, 23 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

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Schedule 1 Subscription Deeds Key Terms and Conditions

Subscriber:	Vestpro International Limited	Million Up Limited
Minimum**Commitment1: **	96,227,088 Shares (AU$9,622,708)	Nil
MaximumSubscriber**Commitment2: **	Such number of the Shares equal to19.9% of the total Shares on issueimmediately after completion of theEquity Raising	Such number of Shares as is equalto the difference between 250MShares and the maximum number ofShares subscribed to by Vestpro
Issue price	10 cents	10 cents
Settlement	20 March 2018	20 March 2018
Boardrepresentation:	Right to nominate an appointeeproviding shareholding is greaterthan 10% of total shares on issuefollowing Equity Raising and issue ofCommitment Shares3	No
Guarantor	MrHuang ChengLi	No
Fees	2% of the value of the UnderwrittenAmount4% of the value of Sharessubscribed by Vestpro.	2% of the value of the UnderwrittenAmount4% of the value of Sharessubscribed by Million Up

Notes:

1 – Minimum number of shares to be issued by Image and Subscriber is obliged to purchase in accordance with the respective Share Subscription Deed.

2 – Maximum number of shares to be issue by Image and Subscriber is obliged to purchase in accordance with the respective Share Subscription Deed.

3 – Commitment Shares means (a) 56.255 million Image shares to be issued to the Loan Note Holders on drawdown of the loan as part of the fees under the Loan Note Subscription Agreement announced 8 March 2018, and (b) 35,198,459 Image shares to be issued to Murray Zircon Pty Ltd following a decision to mine by the Board of Image for Boonanarring, as part of the commitment to issue Deferred Shares as defined in, and in accordance with, the Share Consideration Deed dated 8 June 2016 between the Company and Murray Zircon Pty Ltd, and which Commitment Shares are anticipated to be issued in late March or early April 2018.

Image Resources NL ABN 57 063 977 579 Ground Floor, 23 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

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Schedule 2 Additional Information

Subscribers

Vestpro International Limited (“Vestpro”)

Vestpro is a private company located in Hong Kong and owned by Mr Huang Cheng Li.

Mr Li is an investor from Taiwan, with more than 30 years of experience investing in various industries ranging from the general merchandising, precious stones and certification businesses. Born in 1951, graduated from Tamkang University in 1974. Mr. Li founded Leecotex International Limited in Taiwan in 1981 and Capital 88 International Limited in Hong Kong in 1993 where he served as the Managing Director.

In 2015 Mr. Li acquired 49% ownership interest in Giochi Preziosi Group and served as the Vice President. GP Group is one of the leading toy companies in the world. The Group has undergone a process of diversification over the years and implemented a significant expansion towards new sectors and markets, which has led the group to operate effectively and successfully in various goods categories. These sectors cover electronic games, baby products, teenager lifestyle products, etc.

Currently Mr. Li is the co-founder of Lee & Wu Company Limited, focusing support to the high-tech industry in the development of new material applications. Lee & Wu is now seeking to establish an important position in the global mining industry through investment in mining and developing international cooperation with companies in the resource sector.

Million Up Limited

Million Up Limited is a Hong Kong based company and is a current Image shareholder which has been supporting the Company through previous equity capital raisings and has previously underwritten an Image Rights Issue equity raising.

Image Resources NL ABN 57 063 977 579 Ground Floor, 23 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

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