IMAGE RESOURCES NL — Proxy Solicitation & Information Statement 2007

Sep 9, 2007

ASX Code: IMA

10 September 2007

Company Announcements Office Australian Stock Exchange Limited 4[th] Floor, 20 Bridge Street SYDNEY NSW 2000

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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

NOTICE OF GENERAL MEETING

In accordance with the Company’s Constitution, the attached Notice convenes a General Meeting of the Members of the Company to be held at 10.00am on Tuesday 9th October 2007 in the Company’s offices, 2[nd] floor, 35 Outram Street, West Perth.

A copy of the Notice will be mailed as soon as practicable to shareholders on the register as at 5.00pm WST 7 September 2007.

As noted in the ASX release dated 14 August, shareholder approval is being sought to the proposed farm out of a package of nickel projects to a new company to be known as Emu Nickel NL ( Emu Nickel ).

It is proposed that Shareholders of Image as at a record date (yet to be advised) will be issued with free shares in that new company on a 1:2 basis (i.e. one share will be issued in Emu Nickel for every two shares held in Image) as a prelude to the expected, but not guaranteed, listing of Emu Nickel on the ASX. These shares will constitute all of the ordinary fully paid share capital of Emu Nickel until such time as the Initial Public Offer ( IPO ) proceeds and shares are issued to applicants pursuant to that offer. The Notice and the Explanatory Notes thereto should be read in their entirety to determine their full effect.

Image’s existing nickel projects do not appear to have been accorded any real value by the market. Because of the very strong interest in Emu Nickel, shareholders are expected to have value added to their investment in that company whilst allowing Image to focus on developing its core mineral sand projects.

It should be noted that the directors have determined that the full benefit of the proposed spin out should in this case pass on to those Image shareholders who continue to hold shares in Image as at the record date and therefore participate in the very generous 1:2 bonus issue. Unlike previous Imagesponsored IPO’s, Image will not retain any shareholding in the new company.

End of Release

I M A G E R E S O U R C E S N L

(ABN 57 063 977 579)

N O T I C E O F G E N E R A L M E E T I N G

incorporating Explanatory Notes and Proxy Form

to be held on

9 October 2007 at 10:00am (WST)

at

Level 2, 35 Outram Street, 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

Image Resources NL

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN for a general meeting of Image Resources NL ( Image or Company ) to be held at Level 2, 35 Outram Street, West Perth, Western Australia on 9 October 2007 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 as an ordinary resolution.

Float of Emu Nickel NL

That the directors of Image be authorised to cause Image, as contemplated by the Explanatory Notes hereto, to:

• a) enter into a farm-out and joint venture agreement with Emu Nickel Pty Ltd (status to be changed in due course to No Liability) with the foregoing being conditional on all the shares in Emu Nickel being distributed on a free pro-rata basis to the shareholders of Image;

• b) do all things which they consider to be necessary or desirable to give effect to the listing of Emu Nickel on the ASX and otherwise to give effect to the intent espoused in the Explanatory Notes;

and the provision of the consequential benefits to the directors of Image as disclosed in the Explanatory Notes are hereby approved.

By order of the Board of Directors

______ George Sakalidis Director

DATED this 7th day of September 2007

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Image Resources NL

Explanatory Notes

EXPLANATORY NOTES

Background

Subject to shareholder approval, Image proposes to enter into a farm-out and joint venture agreement with Emu Nickel Pty Ltd (ACN 127 291 927) ( Emu Nickel ) in respect of those of Image’s tenements (the Projects ) as are detailed in the schedule to these Explanatory Notes with a view to Image sponsoring the listing of Emu Nickel on ASX and distributing all of that company’s pre-initial public offering securities to Image’s shareholders on a pro-rata basis.

The object of the foregoing is to:

• unlock value for the benefit of Image shareholders;

• reduce Image’s expenditure commitments on certain non core tenements;

• ensure a dedicated exploration focus (by Emu Nickel) on the Projects;

• allow Image to maintain its focus on its core heavy mineral projects, generating new projects, and pursuing JV projects.

Regardless of the date on which the farmout agreement is entered into, its operation will be held in abeyance pending Emu Nickel being admitted to the official list of ASX.

The following sets out the proposed material key steps (the details of which may be varied as the directors see as appropriate to respond to professional advice and to changing circumstances – and there is no guarantee that any or all of them will happen as projected or at all), collectively referred to as the Float :

• a) Emu Nickel issuing a prospectus to undertake an initial public offering ( IPO ) of Ordinary Shares at 50 cents each seeking to raise, in aggregate, between $10 million and $20 million to explore and, if appropriate, develop the Projects and meet its commitments under the JV Agreement (the pricing and amount raised may be varied by the directors); and

• b) Emu Nickel applying for admission to the official list of ASX;

• c) all the ordinary fully paid shares ( Distributed Securities ) of Emu Nickel being distributed on a pro rata basis to the shareholders of Image as at a record date to be set by the directors and currently intended to be in November (it is anticipated that the pre-IPO shares will represent in the order of 50% of the immediate post-IPO diluted capital but this ratio is not exact and may be varied by the directors as they see fit);

• d) Image entering into a joint venture agreement ( JV Agreement ) to farm-out its interests in the Projects to Emu Nickel (it is intended that this step be taken promptly following the distribution of the Distributed Securities (albeit the operation of that agreement will be held in abeyance pending the listing of Emu Nickel on ASX but in any event the directors propose that the JV Agreement will be entered into on or before 9 August 2008);

• e) on receipt of the minimum subscription pursuant to the prospectus, Emu Nickel will, subject to satisfying any conditions to listing imposed by ASX, become listed.

As at the date of this Notice of Meeting, the record date for determining Image shareholders’ entitlements to the Distributed Securities is intended to be after lodgement of the IPO prospectus and immediately prior to the issue of Ordinary Shares applied for pursuant to the IPO. When the record date has been determined, it will be announced to ASX.

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Image Resources NL

Explanatory Notes

Fractional entitlements to Distributed Securities will be rounded down to the nearest whole number with there being no entitlement to receive more than 1 Emu Nickel share for every 2 Image shares held at the record date. Image shareholders are entitled to decline to accept the issue to them of Distributed Securities (so that they are not compelled to acquire those securities) by advising the Company in writing on or before the record date or such other date as the directors determine and advise to ASX. The written communication may be effected electronically, must be unambiguous and properly executed by the relevant holder(s) of the Image shares.

Capital Structure

At the date of this Notice of Meeting, the directors propose that the capital structure of Emu Nickel on Float, allowing for rounding and assuming the exercise of all Image options (except those exercisable at $1.80) and the raising of $20 million under the IPO prospectus, will be as follows:

under the IPO prospectus, will be as follows:	under the IPO prospectus, will be as follows:
Ordinary Shares		Number
	Image shareholders – distributed securities on a 1:2 basis	41,000,000
	IPO	40,000,000
	Total Ordinary Shares	81,000,000
Options
(Entitlement to one fully paid ordinary share in Emu Nickel, exercisable at
the issue	price of ordinary shares under the IPO to be issued as a prelude to
the listing	of Emu Nickel on ASX and lapsing on the fifth anniversary of the
date Emu	Nickel lists on ASX)
	Directors*	8,000,000
	Advisors and consultants to the IPO – up to**	2,000,000
	Total Options	10,000,000

• 2,000,000 Options are held by each of Messrs Thomas, Sakalidis and Thomson or their respective nominees with the remaining 2,000,000 being held in a trust to be distributed at the discretion of the directors of Image to a person upon appointment to the board as an additional director.

** 2,000,000 Options are held in a discretionary trust to be distributed (or cancelled) as the directors of Image see fit to persons and entities they consider will advance the interests of Emu Nickel.

If Emu Nickel raises less than $20 million pursuant to the IPO, the number of Ordinary Shares issued pursuant to the IPO will decrease by up to 20 million (or more if the directors see fit having regard to market conditions and investor sentiment – a reduced IPO raising can be expected to result in a corresponding (or possibly even greater) reduction in the pre-IPO capital of Emu Nickel).

The above table assumes that all the options, other than the options exercisable at $1.80, have been exercised. As at the date of this Notice of Meeting, Image has 8,305,000 options on issue with exercise prices between $0.335 and $1.80 each. There are 2,400,000 options exercisable at $1.80. Holders of any options in Image at the record date will not receive Distributed Securities. If options are exercised before the record date, the resultant ordinary shares will give rise to an entitlement to receive Distributed Securities.

It is anticipated that subject to ASX approval and except for those securities issued to related parties, promoters of or consultants to Emu Nickel or Image (or associates of these related parties or promoters), the Distributed Securities will not be subjected to any ASX restrictions on transfer (i.e. escrow). All of the options specified in the capital structure table above ( Options ) are likely to be escrowed for a period of 24 months following Emu Nickel’s admission (if applicable) to the official list of ASX.

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Image Resources NL

Explanatory Notes

Projects

A valuable portfolio of mineral tenements situated in the Yilgarn Craton of Western Australia, one of the world’s most prolific nickel sulphide provinces, is the subject of the farmin. The portfolio is made up of 27 exploration licences totalling about 2,507sq km, of which 24 are granted. The tenements were acquired by Image for their prospectivity for nickel sulphides. Descriptions of the farmin projects follow.

Emu Lake JV (Image 33⅓%)

Emu Lake comprises two exploration licences situated about 70km northeast of Kalgoorlie and 30km east of the high-grade Silver Swan nickel mine. The project area covers 54sq km and contains a 10km strike of komatiitic ultramafic rocks with demonstrated potential for high-grade nickel sulphide mineralisation. At the Gossan Zone drilling has identified nickel sulphide mineralisation over a 400m strike length on an ultramafic contact.

To date, ten high-grade drill intersections have been made at grades of between 3%-10% Ni with best intersections of 2m at 6.2% Ni, 1.8% Cu and 2.2g/t PGE (platinum group elements) from 336.0m and 2m at 2.0% Ni, 1.0% Cu and 4.2g/t PGE from 343.5m in drill hole ELD15.

Interpretation of the drill intersections indicates the presence of two plunging high-grade shoots within a broad sulphide contact zone. It is a characteristic of komatiite-hosted nickel sulphide deposits to have a long down-plunge dimension, reflecting the morphology of channels within the original ultramafic lavas within which the sulphides were formed. For example, the high-grade nickel sulphide shoots at Silver Swan some 30km to the west of Emu Lake have been drilled to more than 1500m below surface. The sulphide shoots at Emu Lake have been drilled to depths of about 350m below surface and remain open at depth, suggesting considerable potential for depth extensions to this high-grade mineralisation.

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Emu Lake Gossan Zone Longitudinal Projection

Under the terms of a joint venture between Sir Samuel Mines NL, a wholly owned subsidiary of nickel miner Jubilee Mines NL, Image has a 33⅓% interest and Sir Samuel Mines has 66⅔% but Sir Samuel must sole fund

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Image Resources NL

Explanatory Notes

$3.25 million at Emu Lake by November 2010 at a rate of at least $1 million per annum or its interest will be transferred to Image. Upon Sir Samuel Mines earning its interest, Image will contribute its share to the costs of the joint venture. Skryne Hill Pty Ltd has a 1.75% royalty interest in the Emu Lake tenements.

Kambalda West JV (Image 100%, diluting)

Image is in joint venture with nickel miner Mincor Resources NL on ten granted, 100% owned Image tenements in the Nepean district, south of Coolgardie and west of Kambalda. The tenements cover interpreted ultramafic rocks prospective for nickel sulphides. In particular, the 725km² tenement package is considered to have potential for highgrade Nepean-style nickel sulphides (approx 4% Ni).

Mincor may earn a 51% interest by expenditure of $750,000 before January 2010 and may elect to increase this by a further 19% interest by expenditure of an additional $750,000 within a further two years i.e. up to 70% for $1.5 million. Mincor has commenced programmes of RAB drilling and ground EM surveys over an 8km strike of ultramafic rocks south of the Nepean mine with a best intersection of 6m at 1.84% Ni from 18m. Mincor plans to carry out airborne EM surveys over other ultramafic target areas.

Woongarring (Image 100%)

This 900km² project covers a series of soil-covered and poorly explored greenstone sequences prospective for nickel and gold situated about 140km northwest of Southern Cross. Geochemical soil surveys have outlined an interpreted ultramafic sequence about 30km in length and obscured by soil cover containing several nickel and copper anomalies. Scout RAB drilling has confirmed the presence of ultramafic rocks and identified elevated nickel and copper values at 1.05% Ni and 190ppm Cu from 10m) in two areas about 5km apart. Ground EM surveys on these targets did not identify any strong conductors. Two additional areas of coincident nickel and copper anomalism have not yet been tested and large parts of the project area remain to be geochemically sampled.

Ward Springs (Image 100%)

This project, situated 120km west of Menzies, covers an 8km-long sequence of mapped and interpreted ultramafic and mafic rocks of the Barlee greenstone belt. Wide-spaced geochemical sampling over a 3km strike has identified elevated nickel values indicative of two, possibly three, ultramafic units. Previous exploration for nickel in this area has been limited and further exploration is warranted.

Lookout Well (Image 100%)

The Lookout Well tenement covers three discrete aeromagnetic anomalies situated 60km south of Leinster and 3- 6km west of the narrow greenstone belt hosting the recent Sinclair nickel sulphide discovery by Jubilee Mines. A strong ground EM anomaly has been reported in the greenstone belt at Outcamp Well some 4km east of Lookout Well. The Lookout Well aeromagnetic targets are alluvium-covered and possibly reflect ultramafic rocks prospective for nickel.

Koolyanobbing (Image 100%)

This project covers a 15km-long series of linear aeromagnetic anomalies east of the Koolyanobbing greenstone belt, possibly representing extensions or repetitions of the greenstone sequence. On its western flank, the Koolyanobbing greenstone belt hosts the Pavarotti and Jock’s Dream nickel sulphide occurrences suggesting potential for further nickel sulphide occurrences within ultramafic rocks in this region. The Koolyanobbing aeromagnetic targets are extensively soil covered with little evidence of any previous modern exploration.

Moorine Rocks (Image 100%)

The Moorine Rocks project covers an arcuate series of aeromagnetic anomalies some 26km in length situated close to the regional Kawarna fault and about 40km north west of Southern Cross. The area is extensively covered by

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Image Resources NL

Explanatory Notes

Quaternary alluvium and colluvium with very little outcrop and no recorded previous mineral exploration. The target aeromagnetic anomalies are interpreted to be caused by greenstone sequences possibly hosting ultramafic rocks prospective for nickel sulphides.

Boodarding (Image 100%)

Boodarding is situated 60km southeast of Southern Cross on the eastern flank of the Parker Dome, a large folded sequence of greenstones north of the Forrestania nickel sulphide belt. The Boodarding tenement covers a 20kmlong series of linear aeromagnetic features which may reflect greenstone sequences below extensive Quaternary alluvial cover. These targets will be explored for ultramafic-hosted nickel sulphides.

Gnamma Hole, Bronzite, Beetle Lake and Dingo Dam (Image 100%)

These projects cover aeromagnetic anomalies interpreted to be associated with ultramafic rocks with potential to host nickel sulphides. Very little information is available on these unexplored targets to the east and north of the Kambalda West JV tenements.

The information on geology and mineralisation accurately reflects the information compiled by Mr Roger Thomson BSc, ARSM, 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 mineralisation. Please note that there are no defined mineral resources or ore reserves at any of the above Projects.

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Image Resources NL

Explanatory Notes

Summary of JV Agreement

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

• pay Image a promoter’s fee of 6% of the funds raised under the IPO prospectus;

• be obligated to spend a minimum of $1 million in the first year and maintain the Project tenements in good standing;

• spend a minimum of $2 million in aggregate within two years of listing on any or all of the Projects to earn an 80% interest in them;

• have the right to increase its interest to 100% by spending in aggregate $3 million over 3 years and converting Image’s interest to a 1% gross royalty which royalty interest Emu Nickel may buy out at any time on payment of $200,000;

• retain the right to return individual tenements to Image, retaining no interest without losing the right to earn an interest in the remaining tenements.

Director’s Interests

Messrs Peter Thomas, Roger Thomson and George Sakalidis are directors of Image and are also directors of Emu Nickel. As at the date of this Notice, each of the directors have subscribed for 1,000 ordinary shares in Emu Nickel as subscribing shareholders at an issue price of $0.01 each. Upon the Distributed Securities being issued, these shares will be cancelled for no consideration.

If the resolution is passed and the Float proceeds as proposed, the directors will obtain benefits such as: (a) the Options already held by them, their nominees or assigns, will then be to acquire shares in a listed (rather than unlisted) company with the further benefit of that company being a party to the JV Agreement; and (b) any remuneration they may receive for acting as a director of or providing services to Emu Nickel (director fees are presently proposed to be $40,000 per annum each but may be subject to change). Based on their security holdings in Image as at the date of this Notice of Meeting and representations they have made to the Company, the number of Ordinary Shares and Options in which each director of Image, his nominee or assignees is expected to have a relevant interest in if the Float proceeds is set out below.

Director	Emu Nickel Ordinary Shares	Emu Nickel Options
	Distributed Securities
Peter Thomas Roger Thomson	729,320	2,000,000
	1,693,413	2,000,000
George Sakalidis	4,115,385	2,000,000

All of the Distributed Securities issued to the directors pursuant to the in-specie distribution will be received by the directors in their capacity as members of Image on the same terms as all other Image shareholders, with the adverse exception that they are all likely to be escrowed for a period of 24 months following Emu Nickel’s admission (if

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Image Resources NL

Explanatory Notes

applicable) to the official list of ASX. All of the Options issued to directors are likely to be escrowed for the same period.

There is no opportunity cost to Image as a consequence of the grant of the Options; they are not securities of Image or a subsidiary of Image and at the time of their grant Image had no direct or indirect interest in Emu Nickel. The Options will not become fully paid Ordinary Shares unless the relevant holder exercises those Options by paying an amount equal to the public offer price pursuant to the IPO prospectus.

If the Options are exercised, then the interests of Emu Nickel shareholders will be diluted.

The Options may compensate the directors for the disadvantage they suffer (not in common with other Image or Emu Nickel shareholders) as a consequence of escrow restrictions to which the Distributed Securities will be subject.

The market price of Ordinary Shares would normally determine if the holder chooses to exercise the Options. The market price of the Ordinary Shares is not readily ascertainable as they are not presently traded on a recognised stock exchange. The exercise price of the Options is to equal the issue price of Ordinary Shares under the proposed IPO.

The Options, in the hands of the directors, their nominees or assignees will have no realisable value in the first two years following listing unless an amount is paid to exercise those Options and Emu Nickel pays a dividend within that time (the directors are of the view that this is unlikely to occur) or unless Emu Nickel is taken over in that time. It is acknowledged, however, that the Options do have a value in prospect. However, any formal prediction of their value at this time or at the time of issue is inherently unreliable. At the date of this Notice, the Options are each ascribed by an independent valuer to have a current value of between $0.001 and $0.005 with a most likely value of between $0.001 and $0.003. This valuation has been determined by making reference to the terms, conditions and other restrictions attaching to the Options, namely (a) the options have been issued for no consideration, (b) the Options entitle the holder to subscribe for and be issued with one fully paid ordinary share in Emu Nickel upon payment of an amount per option equal to the issue price of ordinary shares under the IPO to be issued as a prelude to the listing of Emu Nickel on ASX, (c) the Options will lapse on a date which will be the fifth anniversary of the date Emu Nickel lists on ASX, (d) the Options (and if converted the fully paid shares issued consequent thereon) will be escrowed for a period of two years from the date of listing on ASX , (e) at the time of issue, the only asset of Emu Nickel was the sum of $30.00, (f) the Options will not be listed as tradeable securities on ASX, (g) the proposed IPO of Emu Nickel and the official listing of its shares on ASX are not certain events.

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

Additional Information

The resolution is put to members for the purpose of informing shareholders and obtaining their approval generally, including for the purpose of satisfying, to the extent applicable, if at all, ASX listing rule 11.4 (disposal of a major asset), section 256B of the Corporations Act (reduction in share capital) and section 208 of the Corporations Act (provision of benefit to related parties).

If the JV Agreement becomes operative by reason of Emu Nickel listing on the ASX, there will be no effect on Image’s balance sheet because all the Projects have a zero book value. Commercially however, Image will potentially divest itself entirely of its interest in the Projects.

The directors are satisfied that the Float will not materially prejudice Image’s ability to pay creditors and is fair and reasonable to the Company’s shareholders as a whole.

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Image Resources NL

Explanatory Notes

Options (in respect of unissued shares in Emu Nickel) have already been granted to directors of Image, their nominees or assigns but no value will be added to those options by way of the JV Agreement if Emu Nickel is not listed on the ASX.

Tax Implications

Shareholders will receive the Distributed Securities for no consideration.

The market value of the Distributed Securities may be assessable to shareholders as a capital gain under the CGT value shifting provisions. On the basis that the carrying value of the net assets of Emu Nickel will be nominal (as is expected to be the case at the time of distribution), the market value of the Distributed Securities will be negligible and hence the total value of the shift will not exceed the threshold required to invoke the operation of the statutory taxing provisions. If, in the view of the directors, market conditions and sentiment are not conducive to the listing of Emu Nickel on ASX prior to August 2008, then the JV Agreement will be entered into in any event and in that case, this will occur on a date which is prior to the date of distribution of the Distributed Securities. Should these circumstances prevail, the relevance of the contingent value ascribed to the JV Agreement may become operative and trigger the application of the CGT value shifting provisions. It is not possible to determine such a value at this time. The directors will take such steps as they see fit with a view to reducing adverse tax consequences to shareholders but no guarantee can be given that these endeavours will be successful.

Based on this analysis, the Company considers that the cost base of the Distributed Securities will be 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 Distributed Securities are disposed of by the recipient shareholder or are otherwise dealt with in a manner that would trigger a CGT event or other event relevant 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 however, seek their own advice in relation to the tax consequences of the Issue.

Directors’ Recommendation

Image’s directors believe that the IPO will yield the following benefits for Image shareholders:

• the Distributed Securities 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 – thus diversifying and spreading risk;

• new working capital will be raised to develop the Projects without diluting the shareholder’s interest in Image’s presently recognised core projects;

• it will promote active exploration on the Projects whilst freeing up Image’s resources to focus on its core business;

• it will “unlock” the value in the Projects which your directors believe is not reflected in Image’s market capitalisation;

• Emu Nickel will focus on exploiting the Projects;

• potential investors will be able to invest directly in the entity holding the tenement portfolio of greatest interest to them;

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Image Resources NL

Explanatory Notes

• Image’s appeal as a possible mineral sands take-over target may be enhanced as a bidder will not have to pay for assets in which it has no interest (equally shareholders, in the event of a take-over, will not have “given away” the Projects).

All of the directors were available to consider the proposed resolution, but declined to make a recommendation 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 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 this resolution by Emu Nickel (note that Emu Nickel 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.

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Schedule Of Tenements

Image Resources NL

SCHEDULE OF TENEMENTS

Name	Tenement ID	Area km²	Grant Date	Exp Comm
Emu Lake	E27/84	28	5-Dec-91	$100,000.00
EmuLake	E27/168	26	6-Nov-97	$20,000.00
Yilmia 1	E15/0884	31	30-Jan-06	$20,000.00
Yilmia 2	E15/0890	140	12-May-06	$50,000.00
Cave Hill West	E15/0888	36	26-Apr-06	$20,000.00
CaveHill	E15/0889	31	26-Apr-06	$20,000.00
Queen Vic Rocks	E15/0885	50	30-Jan-06	$20,000.00
Taylor Rock	E63/0977	129	9-Mar-06	$46,000.00
Woolgangie South	E15/0883	190	30-Jan-06	$68,000.00
Sunday Soak	E63/0978	50	9-Mar-06	$20,000.00
Banks Rock	E15/0887	76	30-Jan-06	$27,000.00
Burra Rock	E15/0886	20	30-Jan-06	$20,000.00
Ward Springs	E30/287	115	16-Sep-05	$41,000.00
LookoutWell	E37/787	45	29-Aug-05	$20,000.00
Woongarring	E77/1144	45	5-May-04	$30,000.00
Woongarring	E77/1172	188	14-Jun-05	$67,000.00
Woongarring	E77/1179	76	9-Dec-05	$27,000.00
Woongarring	E77/1222	64	25-Jul-06	$23,000.00
Woongarring	E77/1260	182	04-May-07	$65,000.00
Woongarring	E77/1261	148	04-May-07	$53,000.00
Woongarring	E77/1266	196	10-Jul-07	$70,000.00
Koolyanobbing	E77/1212	90	5-Oct-06	$32,000.00
Moorine Rocks	E77/1284	126	24-Jan-07	$45,000.00
Gnamma Hole	E30/310	92	31-Mar-06	$33,000.00
Total Area		2174

Tenements Applied for but not granted

Beetle Lake	E63/1098	112.0
Bronzite	E63/1099	22.4
Boodarding	E77/1288	109.2
Dingo Dam	E15/0958	89.6
Total Area		333.2

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Image Resources NL

Proxy Form

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 Level 2, 35 Outram Street, West Perth, Western Australia on 9 October 2007 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 resolution 0.

For Against Abstain[1]

Float of Emu Nickel NL

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

Signature(s)

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Shareholder 1
Director
Company Seal (if required)
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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

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Area Code Telephone Number
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Instructions for Completion of the Proxy Form

Image Resources NL

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.