IMAGE RESOURCES NL — Proxy Solicitation & Information Statement 2004

Apr 12, 2004

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

Australian Stock Exchange Limited CAPS Office

Dear Sir/Madam,

RE: NOTICE OF GENERAL MEETING

Please find attached copy of Notice of General Meeting to be held 12 May 2004 as dispatched to shareholders today.

Yours faithfully COMPANY SECRETARY

Rudolf Tieleman 13 April 2004 Encl:

IMAGE RESOURCES NL

(ABN 57 063 977 579)

NOTICE OF GENERAL MEETING

incorporating Explanatory Notes and Proxy Form

to be held on

12 May 2004 at 10:00am (WST)

at

The Celtic Club 48 Ord St West Perth, Western Australia

This is an important document and should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN for a general meeting of Image Resources NL (Image or Company) to be held at The Celtic Club 48 Ord St, West Perth, Western Australia on 12 May 2004 at 10:00am (WST) (Meeting).

The Explanatory Notes and Proxy Form accompanying this notice of Meeting (Notice of Meeting) are hereby incorporated in, and comprise part of, this Notice of Meeting.

Agenda

That shareholders consider and, if thought fit, pass the following resolution as a special resolution.

$\ddagger$ . Adoption of New Constitution

That shareholders approve and adopt the regulations contained in the document tabled at the Meeting and signed by the Chairman for the purpose of identification as the new Constitution of the Company (with effect immediately upon this resolution being passed) in substitution for, and to the exclusion of, the existing Constitution of the Company.

That shareholders consider and, if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions

$\overline{2}$ . Float of Meteoric Resources NL

That, on substantially the same terms as set out in the Explanatory Notes, shareholders approve:

• a bonus issue of fully paid and contributing shares (on a pro rata 1:10 and 3:20 (ie. $\approx$ 1:6.67) basis a) respectively) in its (presently) wholly owned subsidiary, Meteoric Resources NL (Meteoric), to shareholders of the Company;
• b) the issue of fully paid and contributing shares in Meteoric (including, amongst other issues, an initial public offering); and
• C) all other matters necessary to give effect to the float of Meteoric (including, amongst other matters, a joint venture agreement between Image and Meteoric):.

This motion will be put as a single resolution.

$3.$ Issue of Meteoric Securities to Directors

That shareholders approve the issue of up to:

• $a)$ 750,000 fully paid shares (at 10 cents each); and
• $b)$ 6 million contributing shares (20 cents unpaid);

in Meteoric to the directors of the Company (or their respective nominees) on substantially the same terms as set out in the Explanatory Notes.

Note: Items 3(a) and 3(b) will be put as separate resolutions.

By order of the Board of Directors

Rudolf Tieleman Company Secretary DATED this 13th day of April 2004

EXPLANATORY NOTES

Resolution 1 - Adoption of New Constitution

This resolution is put to shareholders for the purposes of section 136 of the Corporations Act 2001 (Corporations Act) (and for all other purposes) to replace the Company's existing Constitution.

The primary purpose of replacing the Constitution is to enable the Company to utilise modern communication technologies to reduce its costs of compliance. The Company has also taken the opportunity to potentially reduce its overall costs of compliance by providing some flexibility for future changes to the law, listing rules or other regulatory matters and by removing historical provisions that relate to old law, listing rules or other regulatory matters or are no longer relevant or necessary.

A key difference between the present Constitution and the proposed Constitution is that the proposed Constitution has been updated to facilitate the Company's ability to communicate (to the fullest extent the law and the listing rules permit) electronically with its members. In particular, if the proposed Constitution is adopted, the Company may send and serve all notices on a member electronically through ASX's Companies Office and or the Company's website. The proposed Constitution also requires members to nominate an electronic address at which the Company may electronically send notices to or serve notices on the member. The Directors, may from time to time, publish supplemental rules to these rules specifying the manner in which, form in which, and method by which, notices may be electronically provided to members. Such rules will be binding on members. The objective of such rules must be to reduce the cost to the Company of sending or serving notices to members or to clarify any ambiguity in the provisions of the rules dealing with the Company sending or serving notices to or on members electronically.

Shareholders can inspect the proposed Constitution prior to the Meeting by visiting the Company's registered office during normal business hours. The proposed Constitution will also be available for inspection at the Meeting.

Resolutions 2 to 3 - Float of Meteoric and Issue of Meteoric Securities to Directors

Background

Image has, subject to Meteoric's admission to the official list of ASX, agreed to farm out eight of its gold and copper-gold projects (Projects) to its wholly owned subsidiary. Meteoric Resources NL (ACN 107 985 651) (Meteoric) and to assist Meteoric seek to list on the ASX.

The following sets out the proposed material key steps involved in this process (collectively referred to as the Float):

• Image entering into a joint venture agreement (JV Agreement) to farm-out its interests in the Projects to a) Meteoric:
• b) The issue of up to 7 million fully paid ordinary shares in Meteoric (Meteoric Shares) at 10 cents each to pay for the expenses of the Float (Seed Raising);
• Meteoric undertaking a pro rata bonus issue of Meteoric Shares and contributing shares (Meteoric c) Contributing Shares) to Image shareholders on a 1:10 and a 3:20 (ie, 1:6.67) basis respectively:
• Meteoric undertaking an initial public offering (IPO) of Meteoric Shares at 20 cents each to raise between d) \$3 million and \$7 million to develop the Projects and meet its commitments under the JV Agreement; and
• $e)$ Meteoric applying for admission to the official list of ASX (no guarantee is given that admission will be granted).

Image intends to give greater attention to: generating new projects; its nickel assets; its existing JV projects; and joint venturing further assets.

As at the date of this Notice of Meeting, the record date for the proposed bonus issues to Image shareholders is yet to be advised but is intended to be at least 7 business days after lodgement of the IPO prospectus and just prior to the issue of Meteoric Shares pursuant to the IPO. Fractional entitlements to Meteoric Shares and Meteoric Contributing Shares will be rounded down to the nearest whole number. Image shareholders are able to decline the issue to them of Meteoric Shares and Meteoric Contributing Shares (so that they are not compelled to acquire those securities) if they advise the Company in writing at least 2 business days prior to the bonus issues taking effect or such other date as the directors determine and advise to ASX. The written communication must be unambiguous and properly executed by the relevant holder(s) of the Image shares which will carry the bonus entitlement.

The Company intends to retain an interest in approximately 4.2 million Meteoric Shares and Meteoric intends issuing 6.5 million Meteoric Contributing Shares to the company officers of Meteoric (who are also officers of Image) as a means of providing an incentive to those persons. Moreover, it is proposed that, as part of the JV Agreement, if Image seeks to dispose of other tenements by sale or joint venture. Image will allow Meteoric a preference period in which to negotiate the acquisition of that interest from Image, providing Meteoric with a potential source of new opportunities and new projects generated from Image's extensive aeromagnetic database.

Capital Structure

The proposed indicative capital structure of Meteoric, assuming completion of the Float, a Seed Raising of \$500,000 and a raising pursuant to the IPO of \$4 million, is as follows:

Meteoric Shares	Number
Image	4,200,000
Bonus to Image shareholders on a 1:10 basis	5,549,037
Seed capital	5,000,000
IPO	20,000,000
Total Meteoric Shares	34.749.037
Meteoric Contributing Shares
Bonus to Image shareholders on a 1:6.67 basis	8,323,555
Directors & Consultants	6,500,000
Total Meteoric Contributing Shares	14.823.555

If Meteoric raises less or more than \$500,000 pursuant to the Seed Raising, the number of Meteoric Shares issued pursuant to the Seed Raising will decrease by up to 5 million or increase by up to 2 million respectively (as determined by the directors).

If Meteoric raises less or more than \$4 million pursuant to the IPO, the number of Meteoric Shares issued pursuant to the IPO will decrease by up to 5 million or increase by up to 15 million respectively (as determined by the directors).

As at the date of this Notice of Meeting, Image has 18,088,080 options on issue with exercise prices between 25 to 33.5 cents each. Holders of any options in Image will need to exercise those options before the proposed record date for the bonus issues in order to participate in those bonus issues. The above table assumes that no options presently on issue in Image are exercised prior to the record date. If any of the options are exercised prior to the record date, the number of bonus Meteoric Shares and bonus Meteoric Contributing Shares will increase by up to 1,808,808 and 2,713,212 respectively.

ASX has advised that, except for those securities issued to related parties or promoters of Meteoric or Image (or associates of these related parties or promoters), the Meteoric Shares and Meteoric Contributing Shares to be issued to Image shareholders will not be subject to restrictions on transfer (ie, escrow). All of the Meteoric Shares and Meteoric Contributing Shares issued to the directors pursuant to the bonus issues, at least some (probably 50%) of the Meteoric Shares subscribed for by directors pursuant to the seed raising (up to 750,000 may be subscribed for by directors if Resolution 3(a) is passed), and all of the Meteoric Contributing Shares issued to directors pursuant to the authority conferred by resolution 3(b) if passed are likely to be escrowed for a period of 24 months following Meteoric's admission (if applicable) to the official list of ASX.

The terms of the Meteoric Contributing Shares is set out in the section of these Explanatory Notes entitled Terms of Meteoric Contributing Shares. Application for quotation of the Meteoric Contributing Shares will not be made within the first 12 months after Meteoric is admitted to the official list of ASX.

Projects

Image holds a 100% interest in all the projects, with the exception of Wilthorpe and Bullfinch where a 90% interest is held and Ruby Well where a 60% interest has been earned. Meteoric intends commencing drilling on the projects as soon as practicable and anticipates that the majority of its exploration budget, following completion of the float, will be allocated predominantly towards drilling. Descriptions of the projects are as follows:

Warrego North

This 148sq km project is situated in the Tennant Creek gold field which has past production of 4.7Moz of gold from 16.3Mt of ore, and which is renowned for the high grade of its orebodies. The project tenements (22sq km of which are yet to be granted) are located immediately north of the largest mine in the district, the Warrego Mine, which has produced 1.3Moz of gold and 91,500t of copper?. Warrego had overall recovered grades of 8q/t gold and 2% copper and was characterised by high-grade gold zones averaging 20g/t. The Last Hope gold mine, where gold was first discovered in the Tennant Creek gold field^®, is located on a small excision within the project area.

Geological mapping and interpretation by the NT Geological Survey indicates that the host rocks of the Warrego mine, and other copper-gold mines in the district, trend into the project area although in many places they are obscured by sand and colluvium. Many of the copper-gold deposits in the Tennant Creek field are characterised by magnetic anomalies resulting from the magnetite alteration associated with the mineralisation. It is significant that the magnetic trends and features associated with the Warrego mine trend northwards into the project area where several pronounced magnetic anomalies have been identified.

Previous exploration within the project area included shallow geochemical vacuum drilling which identified numerous copper-gold anomalies. Deeper drilling in the area is quite limited in extent, however several anomalous copper-gold intersections are recorded», which together with reported occurrences of hematite and magnetite alteration provide encouragement for further work. The proximity to a substantial past producer and numerous untested or incompletely tested geochemical and magnetic targets makes this an attractive project that can be rapidly advanced to the drilling stage.

Murchison Range

This 600sq km project is interpreted to cover the south eastern extension of the Proterozoic rocks which host the highgrade copper-gold deposits of the Tennant Creek gold field, some 90km to the north west. These small but generally high-grade deposits are often characterised by discrete magnetic and gravity anomalies. This area has not been extensively explored in the past due mainly to the lack of outcrop of and perceived thick cover of the Cambrian sediments. Image has identified several exploration targets on what are considered to be favourable structural and magnetic features. Recent exploration by Image on some of these targets has defined coincident magnetic, gravity and geochemical anomalies which provide immediate drilling targets below cover.

Wilthorpe (90%)

^<sup>3 Explanatory Notes, Tennant Creek SE 53-14, 1:250,000 Geological Map Survey, 1999.

^<sup>2 Explanatory Notes, Tennant Creek SE 53-14, 1:250,000 Geological Map Survey, 1999.

^<sup>3 Warrego Gold-Copper-Bismuth Deposit, MR Wedekind and J Love in Geology of Mineral Deposits of Australia and PNG, Vol 1, FE Hughes, 1991. AustMM Monograph 14

⁴ Explanatory Notes, Tennant Creek SE 53-14, 1:250,000 Geological Map Survey, 1999.

^<sup>5 Annual Report for Substitute EL 8814 Tennant Creek District, NT, Short Range Prospect, Vol 1 of 2 PO Mouchet, Posgold Ltd, May 1996. Second Annual Report for Substitute EL 8814 Tennant Creek District, NT, Short Range Prospect, B.A. Clifford, Normandy Gold Pty Ltd, May 1997.

Situated 25km south of the 1Moz Fortnum gold mines, drilling targets have been identified in two areas on this 11sg km project. Previous drilling of the northern of the two prospects encountered mineralisation with a best intercept of 32m at 1.0g/t gold from 8m (in drill hole LA782). Image follow-up drilling confirmed a broad zone of mineralisation over an east-west distance of 70m adiacent to and below the previous drilling, with best intercepts of 2m at 3.3q/t gold from 46m (WDRB5), 13m at 1.4g/t gold from 35m (WDRB6), 3m at 13.1g/t gold from 3m and 2m at 4.7g/t gold from 50m (both in WDRB7). Drilling 100m to the south along strike intersected 6m at 1.2g/t gold from 30m (WDRB10), however drilling 100m to the north did not intersect significant values.

Hole		Coordinates	From	To	Interval	Grade
Number	N	Е	m	m	m	g/t Au
LA782	4335	6526	8	40	32	1.0
WDRB05	4335	6514	28	32	4	1.2
			46	55	$\overline{9}$	1.1
		(Including	46	48	2	$3.\overline{3})$
			67	69	$\overline{2}$	2.2
WDRB06	4335	6490	7	10	3	1.2
			24	26	$\overline{2}$	1.2
			35	48	13	1.4
			52	56	4	1.9
WDRB07	4335	6466	3	6	3	13.1
			10	12	$\overline{2}$	1.0
			24	28	4	1.0
			50	52	$\overline{2}$	4.7
			70	73	$\overline{3}$	2.4
			78	80	$\overline{2}$	$1.0$ eoh
WDRB10	4235	6526	30	36	6	1.2
WDRB30	1740	6300	24	27	$\overline{3}$	2,4
WDRB31	1780	6300	65	68	$\overline{3}$	2.3

Holes inclined at 60°; azimuth 090° (except WDRB30 and 31 azimuth 180°); eoh: end of hole.

Two kilometres south of the northern prospect, a drill traverse across a geochemically anomalous zone intersected a north-east trending zone of ferruginous quartz veins where previous prospecting had encountered a number of gold nuggets close to the surface. The quartz veins have been traced over a 200m strike length in a broad zone some 100m in width with extensions obscured by soil cover. Drill intercepts include 3m at 2.4g/t gold from 24m (WDRB30) and 3m at 2.3q/t gold from 65m (WDRB31). Both of these prospects are considered to have potential for extensions at depth and along strike.

Ruby Well (Application) (60%)

Located in the Peak Hill gold district, this 120sq km project surrounds the Ruby Well gold workings where both veinhosted and alluvial gold have been mined on a small scale^®. Mapping by the Geological Survey of WA indicates a gold occurrence within the project area near Ruby Duffer Well¹⁰. Interpretation of aeromagnetic data by Image has identified several structural features considered favourable for gold mineralisation and which provide immediate exploration targets upon grant of the tenement.

Jarbora Hill

Located along strike from known gold and base metal occurrences in the Tallering greenstone belt (including Giralia Resources' active Snake Well project^®), this 18sqkm project is interpreted to cover structurally deformed magnetic

^<sup>6 Independent Geologists Report, Gleneagle Gold NL prospectus May 2003.

^<sup>7 ASX Release 10^th April 2003, Image Resources NL.

^<sup>8 ASX Release 10^th April 2003, Image Resources NL.

^<sup>9 Independent Geologists Report, Jackson Gold NL prospectus April 2002.

^<sup>10 Bryan 1:100,000 Geological Map Series, GSWA 1996.

^<sup>51 Giralia Resources NL ASX Announcement 9th March 2004.

stratigraphy which is considered favourable for gold mineralisation. RAB drilling of three geochemical gold anomalies defined by Image returned some anomalous results including 9m at 0.3g/t gold from 33m (JHRB27) and 1m at 4.2g/t aold from 35m (JHRB38)¹².

Hole		Coordinates	From	То	Internal	Grade
Number	N		m	m	m	g/t Au
JHRB 27	9422	26425	33	42		0.3
JHRB 29	9633	26150	32	33		0.4
JHRB 38	8816	27000	35	36		4.2eoh

Holes inclined at 60°; azimuth 360°; eoh: end of hole.

An induced polarisation survey across the geochemical anomalies indicated other potential targets which remain untested. These encouraging early-stage results point to several areas for follow-up drilling.

Bullfinch (90%)

This 90sg km project covers the eastern margin of the Bullfinch greenstone belt and is mostly underlain by Archean granitoid. The 1.4Moz Copperhead gold mine» is situated immediately south-west of the tenement. Several areas of old gold workings occur in the granitoid which have not been drill tested or subject to modern exploration. Sheeted quartz vein and stringer mineralisation within a series of parallel north-east structures occur over a 300m x 350m area at the Bottom prospect. The Golden Frog workings are structurally complex and trend east-west and north-west over an area of 1,500m x 500m. Reconnaissance rock sampling returned grades ranging from $0.01 - 72.4$ g/t gold (uncut average 5.4g/t gold from 26 samples) at Bottom and from 0.01 - 14.6g/t gold (uncut average 3.9g/t gold from 24 samples) at Golden Frog. The Withers Find workings can be traced for about 2km with much of this north-west trending structure remaining undrilled.

At the Reynolds Find prospect (currently under option to Image) a flat lying quartz vein has been RC drilled to shallow depth (about 35m) over a strike length of approximately 240m with best intersections of 2m at 4.5q/t gold from 17m (RRC14), 2m at 3.4a/t gold from 37m (RRC6) and 2m at 3.4g/t gold from 33m (RRC12)¹⁴. This vein system remains open at depth and along strike to the east.

Hole		Coordinates	From	То	Internal	Grade
Number	N		m	m	m	g/t Au
BFR 20	74037	9229	37	40		0.4
BFR 21	73992	9190	45	47		0.3
RRC 06	79042	11222	37	39		3.4
RRC 07	79079	11166				1.5
RRC 12	79042	11107	33	35		3.4
RRC 14	79063	11073	17	19		4.5

Holes BFR 20 and 21 inclined at 60°; azimuth 210°. Holes RRC 6, 7, 12 and 14 inclined at 60°; azimuth 010°

South of Withers Find, vacuum drilling has identified a 1km-long gold anomaly in a soil covered area. The anomaly has been partially tested by a single RAB drilling traverse with a best intercept of 3m at 0.4q/t gold from 37m (BFR20). however the central part of the anomaly remains undrilled. These prospects provide immediate drill targets for both narrow high-grade veins and bulk-tonnage sheeted veins and stockworks.

Junction Lake (Application)

This 62sq km project situated 130km east of Kalgoorlie covers a number of aeromagnetic features interpreted to be untested greenstone sequences prospective for both nickel and gold. The area is extensively covered by alluvium and has been subject to little previous systematic exploration.

^<sup>12 Quarterly Report, March 2003, Image Resources NL.

^<sup>13 Independent Geologists Report, Image Resources NL, prospectus May 2002.

^<sup>54 Summary Exploration Report, Reynolds Find, WA, MR Griffiths, New Holland Mining NL, May 1988.

Ularring (Application)

Previous exploration has indicated a potential for both nickel sulphides and gold, although little drilling has been completed on this under-explored area situated 140km west north west of Kalgoorlie. Interpretation of magnetic and gravity data has outlined several exploration targets on this poorly exposed section of greenstone belt.

The information on mineralisation contained in this report accurately reflects the information compiled by Mr Roger Thomson BSc, MAusIMM, MAIG, who is a competent person (as defined by the Australasian Code of Reporting of Identified Mineral Resources and Ore Reserves) with relevant experience in relation to such mineralization.

Please note that there are no defined mineral resources or ore reserves at any of the above Projects and Meteoric Resources NL has not yet commenced any drilling at any of the above projects. Any references made to mineralisation, other mineral deposits or mining production are merely used to give shareholders an indication of the size and types of mineralisation for which Meteoric will be exploring and are not necessarily indicative of the type or size of mineral resources which might be present at the relevant Project and the reference.

Summary of JV Agreement

Under the proposed farm-in arrangement, Meteoric will, subject to listing on ASX and obtaining all necessary approvals:

• pay Image \$200,000 (plus the acquisition costs of Reynold's Find, if acquired) towards reimbursement of past expenditure upon listing on ASX;
• spend \$1m within two years of listing on any or all of the projects to earn an 80% interest in Image's interest in the tenements (Image has less than 100% in some instances):
• be obligated to spend a minimum of \$500,000 in the first year and maintain the tenements in good standing; Meteoric may hand individual tenements back without Meteoric loosing the right to earn an interest in the remaining tenements;
• have the right to increase its interest to 100% of Image's interest by spending another \$1m over a further 3 years and converting fmage's interest to a 1% gross royalty.
• In the event that Image wishes to deal in or farm out additional projects. Meteoric will be entitled to a 30 day exclusive preference period to negotiate commercially acceptable transaction terms. This right will expire 2 vears after Meteoric's admission to ASX.

Director's Interests

Messrs Peter Thomas, Roger Thomson and George Sakalidis are directors of Image and are also directors of Meteoric. If resolutions 2 to 3 are passed and the Float proceeds as proposed, the directors will obtain benefits such as: (a) the right to subscribe for up to 750,000 Meteoric Shares (in aggregate) at 10 cents each pursuant to the Seed Raising; (b) the issue of Meteoric Contributing Shares to Meteoric office holders for no cash consideration: and (c) any remuneration they may receive for acting as a director of or providing services to Meteoric (director fees are presently proposed to be \$30,000 per annum each but may be subject to change). Based on their shareholding in Image as at the date of this Notice of Meeting (and assuming that shareholding does not change), the number of Meteoric Shares and Meteoric Contributing Shares that each Meteoric director will have a relevant interest in if the Float proceeds is set out below.

		Shares		Contributing Shares
	Bonus Issue	Seed Raising	Bonus Issue	Issue to Directors
Peter Thomas	27,000	250,000	40,500	2,000,000
Roger Thomson	15,000	250,000	22,500	2,000,000
George Sakalidis	646,257	250.000	969.385	2,000,000

The above table assumes that:

(a) 250,000 Meteoric Shares will be subscribed for by each director pursuant to the Seed Raising at 10 cents per share (the same price as will be paid by other seed capitalists (but unlike other seed capitalists the shares subscribed for by directors will be designated as restricted securities to the extent indicated below). It should be noted that, if any director does not subscribe for the full 250,000 shares, the other directors may subscribe for the relevant shortfall either equally or in such proportions as they determine.

(b) two million Meteoric Contributing Shares will be acquired by each director as part of a proposed issue of 6.5 million Meteoric Contributing Shares to the proposed company officers of Meteoric. In passing, it is noted that the other 500,000 will be issued to Meteoric's company secretary, Mr Rudolf Tieleman.

All of the Meteoric Shares and Meteoric Contributing Shares issued to the directors pursuant to the bonus issues will be received by the directors in their capacity as members of Image on the same terms as all other Image shareholders, with the exception that the bonus shares received by directors are likely to be escrowed for a period of 24 months following Meteoric's admission (if applicable) to the official list of ASX. At least some of the Meteoric Shares subscribed for by directors pursuant to the seed raising (probably 50%), and all of the Meteoric Contributing Shares issued to directors are likely to be escrowed for the same period. Further information on these matters are set out in the Background and Additional Information on Resolutions 3 sections of these Explanatory Notes.

Additional Information for Resolution 2

This resolution is put to members for the purpose of informing shareholders and obtaining their approval generally, including for the purpose of satisfying ASX listing rule 11.4 (disposal of a major asset) and, to the extent applicable, section 256B of the Corporations Act (reduction in share capital).

If the bonus issue of Meteoric Shares and Meteoric Contributing Shares proceeds, the net assets of the Company will be reduced as a result of the bonus issue by less than \$1, being the book value of the Company's investment in Meteoric. The directors are satisfied that the bonus issues will not materially prejudice its ability to pay creditors and are fair and reasonable to the Company's shareholders as a whole.

Tax Implications

The bonus Meteoric Shares and Meteoric Contributing Shares will be issued to Image shareholders at no consideration.

The market value of the bonus shares in Meteoric being issued to Image shareholders may be assessable to shareholders as a capital gain under the CGT value shifting provisions. On the basis that the net assets of Meteoric is expected to be \$1.00 in total at the time of the bonus issues, the market value ascribed to the bonus issues is therefore considered to be negligible and hence the total value of the shift will not exceed the de minimis threshhold required to invoke the operation of the statutory taxing provisions.

Based on this analysis, the Company considers that the cost base of the Meteoric Shares and Meteoric Contributing Shares will be nil or negligible and the Company does not generally expect there to be any material income tax consequences to an Image shareholder as a result of the bonus issues until the relevant bonus shares are disposed of by the relevant shareholder or are otherwise dealt with in a manner that would trigger a CGT or income tax event for income tax purposes.

Notwithstanding the above general statements, shareholders should be aware that the income tax laws that apply can be complex and are subject to differing interpretations. Further, the position may also depend on the circumstances applicable to each shareholder. Shareholders should seek their own advice in relation to the tax consequences of the bonus issues.

Director's Recommendation

Image's directors recommend that shareholders vote in favour of this resolution. They believe that the Float will yield the following benefits for Image shareholders:

• The Meteoric Shares and Meteoric Contributing Shares to be issued to Image's shareholders will enable shareholders to retain an exposure to the Projects and share in any upside thereof.
• Shareholders will hold shares in two companies, each with a specific focus in the resources sector, instead of one company concentrating on a number of areas in the resources sector.
• Raising of new working capital to develop the Projects without diluting the shareholder's interest in Image's presently recognised major projects.
• It will promote active exploration on the Projects, which have considerable merit but vigorous exploration of which does not fit within Image's present business strategy.
• It will "unlock" the value in the Projects by having a separate entity focussed on exploiting their potential and allowing potential investors to invest directly in that entity.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Meteoric (note that Meteoric is not presently and is not intended to become a shareholder of Image) or any of its directors and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for another person who is entitled to vote in accordance with the directions on the proxy form or if it is cast by a person chairing the meeting, as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

Additional Information on Resolutions 3(a)&(b)

Resolution 3(a) is put to shareholders to approve the issue, pursuant to the Seed Raising, of up to 750,000 Meteoric Shares (in aggregate) to Messrs Peter Thomas, Roger Thomson and George Sakalidis (Directors) (or their respective nominees), who are directors of Image and Meteoric and are therefore related parties of Image and Meteoric. The primary purpose of the Seed Raising is to raise capital and it is being made to sophisticated and professional investors or other investors to whom the Company is not required to prepare a disclosure document under the Corporations Act. The Directors will be subscribing for the Meteoric Shares at 10 cents at the same price as other Seed Raising participants but, unlike other subscribers for seed capital, a portion of the shares issued to the Directors (or their nominees) will likely be escrowed for a period of 24 months following Meteoric's admission (if applicable) to the official list of ASX rather than the usual 12 months (from the date of issue) that often applies to non-related seed capitalists. The costs of the issue include the dilution of Image's and Image's shareholder's interests in Meteoric.

Resolution 3(b) is put to shareholders to approve the issue of 2 million Meteoric Contributing Shares for no cash consideration to each of the Directors (or their respective nominees). The primary purpose of the proposed issue of the Meteoric Contributing Shares to the Directors is not to raise capital but to provide an incentive to the Directors for services they intend to provide to Meteoric. The Meteoric Contributing Shares will not become (fully paid) Meteoric Shares unless the relevant holder pays 20 cents. The Directors will receive the same Meteoric Contributing Shares as those being issued pursuant to the proposed bonus issues, however, unlike the bonus Meteoric Contributing Shares to be issued unrelated parties, all of the Meteoric Contributing Shares issued to Director's (that is both the Meteoric Contributing Shares issued to them in common with all shareholders on a bonus basis and those to be issued under the proposed resolution 3(b)) will be escrowed for a period of 24 months following Meteoric's admission (if applicable) to the official list of ASX. The costs of the issue of the Meteoric Contributing Shares to the Directors (other than Meteoric Contributing Shares issued to them in common with all shareholders on a bonus basis), is the dilution of Image's and Image's shareholder's interests in Meteoric and the opportunity cost is the funds that could have been raised had the Meteoric Contributing Shares been issued for monetary consideration.

The Directors consider that the issue of securities for which resolutions 3(a)&(b) seek approval also compensate for the disadvantage (compared to other Image shareholders) caused by the imposing of escrow on the bonus shares issued to them in common with all shareholders on a bonus basis.

In the event of a call being made on the Meteoric Contributing Shares, the market price of Meteoric Shares at the time of the call would normally determine whether or not the holder pays up the unpaid amount. The market price of the Meteoric Shares or the Meteoric Contributing Shares is not readily ascertainable as they are not presently traded on a recognised stock exchange. The unpaid amount on the Meteoric Contributing Shares is equal to the proposed issue price of Meteoric Shares under the proposed IPO.

At the time the Meteoric Contributing Shares are expected to be issued (ie, prior to Meteoric's proposed listing on ASX and prior to issuing any Meteoric Shares to parties other than Image). Image's holding in Meteoric will have a book value of \$1. Therefore, without applying a formal valuation method, but based on their own opinion and on hypothetical discussions with independent parties about their sale value, the directors believe that the Meteoric Contributing Shares the subject of this resolution would have a negligible value if issued as at the date of this Notice of Meeting or at any time prior to Meteoric's proposed listing on ASX. At best the Meteoric Contributing Shares will then have an intangible value and then only in the hands of and to the parties responsible for motivating the listing of Meteoric – in the view of the directors they would at that time be unsaleable to a properly informed party dealing at arms length. At this time the intangible value will, in the view of the directors, be the potential value that might be derived by the potential listing of Meteoric – it is this potential value added that is a key reason for the proposal that the Meteoric Contributing Shares be issued to the directors so as to motivate them to achieve that outcome which will likely benefit all shareholders - major shareholder support for the issue of the shares was indicated to the Directors in the planning phase of the proposal to list Meteoric and the directors have since that time been motivated by the expectation that the Meteoric Contributing Shares would be issued to them.

Balanced against this negligible value, there is a plan presently in place to raise seed capital at 10 cents per Meteoric Share and to have Meteoric listed on ASX following an IPO at 20 cents per Meteoric Share. However, the Meteoric Contributing Shares issued to directors are likely to be escrowed for 2 years following Meteoric's admission to ASX (if granted). Therefore, there will be no realisable value from the Meteoric Contributing Shares issued to the directors in the first 2 years following listing unless an amount is paid up on those Meteoric Contributing Shares and Meteoric pays a dividend within that time (the directors are of the view that this is unlikely to occur within the first two years) or unless there is a successful takeover of Meteoric in that time. It is acknowledged, however, that the Meteoric Contributing Shares do have a value in prospect. However, a formal prediction of their value at the time of issue or at any time in the next two years based on the assumption that Meteoric will list is inherently unreliable as it would require hypothetical assumptions and there are a number of contingencies (such as whether or not Meteoric is actually admitted to the official list of ASX) which would need to be considered.

Nevertheless, despite their own view on the reliability of formal valuation methods, the directors accept that it is reasonably common for some sort of valuation to be included in explanatory notes for resolutions of the type being considered and that some members might consider such a valuation to be relevant to their decision. Therefore, the Company includes the following information.

If and when Meteoric lists (which is not guaranteed and, if applicable, will occur after the issue of the Meteoric Contributing Shares to the directors and then after a number of other transactions are effected in order for Meteoric to become listed), the Meteoric Contributing Shares held by the directors may have a value of 6.62 cents per Meteoric Contributing Shares applying the Black and Scholes model with the following assumptions, namely:

• $\mathbb{I}$ . a strike price of 20 cents;
• $\overline{2}$ . the IPO price for ordinary full paid share as the current market price of those shares;
• 1. time to expiry is 5 years (1826 days); and
• $\overline{4}$ volatility of 25%.

Such a valuation disregards the distinctions between contributing shares and options, the potentiality for the payment of a dividend or a take over bid being successfully mounted, the fact that the Meteoric Contributing Shares will not necessarily be listed at any time and the fact that they are likely to be escrowed for 24 months.

As far as the Company is aware, there are no adverse tax consequences to the Company as a result of the issue of the Meteoric Shares or the Meteoric Contributing Shares.

Directors' Recommendations

All of the directors were available to consider the proposed resolution, but declined to make a recommendation about this resolution on the basis that they each have a material personal interest in the outcome of the resolution. Neither the directors nor the Company are aware of any information other than that that set out in these Explanatory Notes that is reasonably required by shareholders in order to decide whether or not it is in the Company's interests to pass this resolution.

Voting Exclusion Statement

The Company will disregard any votes cast on these resolutions by Messrs Thomas, Thomson and Sakalidis or any other person that may participate in, or obtain a benefit from (except a benefit solely in the capacity as a shareholder if the resolution is passed), the proposed issue of securities and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for another person who is entitled to vote in accordance with the directions on the proxy form or if it is cast by a person chairing the meeting, as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

Terms of Meteoric Contributing Shares

Meteoric Contributing Shares will rank pari passu with Meteoric Shares, except that:

• $a)$ each Meteoric Contributing Share:
• will be issued at no cost: i)
• has an amount unpaid of 20 cents: ii)
• carries the right to participate in new issues of securities to holders of Meteoric Shares (except bonus iii) issues) on the same basis as holders of Meteoric Shares;
• carries the right to participate in bonus issues of securities in the proportion which the amount paid iv) (not credited) bears to the total amounts paid and payable (excluding amounts credited); and
• $V$ carries the right to vote in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited);
• b) Meteoric shall not make a call in respect of any amount unpaid on a Meteoric Contributing Share unless the day on which the call will be payable is on or after 5 years from the date on which the Company is admitted to the official list of ASX:
• C) holders of Meteoric Contributing Shares have no obligation to meet a call made by Meteoric, however, non-payment of a call will result in the forfeiture of the relevant Meteoric Contributing Shares;
• d) holders of Meteoric Contributing Shares are permitted to pay up the full amount remaining unpaid at any time (without Meteoric first being required to make a call), in which case the Meteoric Contributing Share will become a (fully paid) Meteoric Share and will rank pari passu with all Meteoric Shares on issue:
• $\Theta$ if a holder of a Meteoric Contributing Share tenders part of the amount remaining unpaid on the Meteoric Contributing Share other than in satisfaction of a call:
• ï the rights attaching to the Meteoric Contributing Share will not change (including the amounts paid and unpaid); and
• the amount tendered will be returned; and ii)
• if there is a reorganisation of the issued capital of Meteoric (including, but not limited to, a consolidation, f) subdivision, cancellation, reduction or return of capital):
• the number of Meteoric Contributing Shares must be reorganised in the same proportion as all other i) classes of shares on issue; and
• ii) the reorganisation must not involve a cancellation or reduction of the total amount payable and unpaid by holders of Meteoric Contributing Shares.

PROXY FORM

Shareholder's Name & Address
------------------------------	--	--	--	--

Please write your name(s) above
Number & Street/PO Box Number		City/Town	State	Post Code
Appointment of Proxy
I/We appoint as proxy to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairperson see fit) at the general meeting of the Company to be held at The Celtic Club 48 Ord St, West Perth, Western Australia on 12 May 2004 at 10:00am (WST) (Meeting) (and at any adjournment thereof). This proxy empowers the person appointed as proxy to vote on any other resolutions validly put to the Meeting as the proxy sees fit.
	OR			the Chairperson of the Meeting
Name of person you are appointing (if not the Meeting Chairperson)
IF YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, PLEASE PLACE A MARK IN THIS BOX *
* The Chairman intends to vote undirected proxies in favour of all resolutions. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If
you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your vote on resolutions 2 to 3.
		For	Against	Abstain 1
1. Adoption of New Constitution
Float of Meteoric Resources NL 2.
3(a). Issue of Meteoric Shares to Directors pursuant to Seed Raising
3(b). Issue of Meteoric Contributing Shares to Directors
1 If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item.
Appointing a Second Proxy (if applicable)
or	$\%$
The number of shares applicable to The percentage of your voting
this proxy form rights
Signature(s)
Shareholder 1	Shareholder 2		Shareholder 3
Director	Director/Secretary		Sole Director and Secretary
	Proxy Forms may be lodged with Image Resources NL either by facsimile on (08) 9485 2840, by mail to PO Box 644, West Perth WA 6872. To be valid, a Proxy Form must be received not less than 48 hours before the time appointed for the Meeting. For assistance in completing this form, please refer to the rear of this form.
	Contact Telephone Number

Instructions for Completion of the Proxy Form

Shareholder's Name & Address

This is the name and address of the shareholder as it appears on the Company's share register. For the purposes of the Meeting, shares will be taken to be held by those persons who are the registered holders thereof 48 hours before the time appointed for the commencement of the Meeting.

Appointment of Proxy

A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder's place at the Meeting. The proxy has the same right as the shareholder to speak and vote at the Meeting. If you leave this section blank, the Chairperson of the Meeting will be your proxy to vote your shares even if you attend the Meeting (unless you revoke your proxy before the Meeting).

Vote on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution /s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.

Appointing a Second Proxy

If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise half of the votes.

Contact Telephone Number

This will help us if there are any problems with your proxy form.

Signature(s)

Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory.