IMAGE RESOURCES NL — Proxy Solicitation & Information Statement 2012

Nov 6, 2012

IMAGE RESOURCES NL ABN 57 063 977 579

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 6 December 2012

Time of Meeting 10.00 am

Place of Meeting Level 2 16 Ord Street WEST PERTH WA 6005

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9389 2111.

IMAGE RESOURCES NL Notice of General Meeting 6 December 2012

IMAGE RESOURCES NL ABN 57 063 977 579 NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Image Resources NL ( Company ) will be held at Level 2, 16 Ord Street, West Perth, Western Australia on 6 December 2012 at 10.00 am ( Meeting ) for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

Resolution 1 – Approval of Placement of Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

" That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 30,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum. "

Short Explanation: Approval is sought under Listing Rule 7.1 to allow the Company to allot and issue up to 30,000,000 Shares at an issue price of not less than $0.20 per Share. Any Shares issued in accordance with Resolution 1 will be issued and allotted within 3 months from the date of the Meeting (or such later date as approved by ASX). Please refer to the Explanatory Memorandum for details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any Associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 2 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

" That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 6,303,376 Shares to the persons and on the terms and conditions set out in the Explanatory Memorandum. "

Short Explanation: Approval is sought under Listing Rule 7.4 to allow the Company to ratify the allotment and issue of Shares made without prior Shareholder approval.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

IMAGE RESOURCES NL Notice of General Meeting 6 December 2012

A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 10.00 am (WST) on 4 December 2012:

• by post to: Computershare Investor Services Pty Limited GPO Box 212 Melbourne, VIC 3001

• by facsimile on 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

• online by submitting proxy instructions electronically to the Company’s share registry, Computershare Investor Services Pty Ltd at www.investorvote.com.au. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

By order of the Board.

___ Dennis Wilkins Company Secretary Date: 6 November 2012

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IMAGE RESOURCES NL Notice of General Meeting 6 December 2012

PROXIES

A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5.00 pm Perth time on 5 December 2012 will be entitled to attend and vote at the Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

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IMAGE RESOURCES NL Notice of General Meeting 6 December 2012

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of the Company in connection with the business to be conducted at the General Meeting of the Company to be held at Level 2, 16 Ord Street, West Perth, Western Australia, on 6 December 2012 commencing at 10.00 am.

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

At the Meeting, Shareholders will be asked to consider the following Resolutions:

• approving the placement of up to 30,000,000 Shares; and

• ratifying the prior issue of Shares.

Resolution 1 – Approval of Placement of Shares

1.1 General

Resolution 1 seeks Shareholder approval for the allotment and issue of up to 30,000,000 Shares at an issue price of $0.20 per Share to raise up to $6,000,000 ( Placement ).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Directors to issue the Shares under the Placement during the period of three months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

1.2 Information required for approval under Listing Rule 7.1

The following information in relation to the Placement is provided in accordance with Listing Rule 7.3:

• (a) the maximum number of securities that will be issued under the Placement is 30,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price of the Shares will be $0.20 per Share;

• (d) the Shares will be allotted and issued to sophisticated and professional investor clients of CPS Securities. None of these subscribers are related parties of the Company;

• (e) the Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the Placements towards funding:

• (i) the completion of the Bankable Feasibility Study on its Boonanarring and Atlas mineral sands project in the North Perth Basin;

• (ii) the costs related to technical studies, environmental and mining approvals at Boonanarring;

• (iii) exploration at the Boonanarring area and other high priority project areas; and

• (iv) general working capital.

If Resolution 7 in the Notice of Annual General Meeting is approved and both Resolutions in this Notice are approved, the Board will not rely on the approval given in terms of that Resolution 7.

1.3 Directors’ Recommendation

The Board believes that the proposed Placement is beneficial for the Company and recommends that Shareholders vote in favour of the Resolution. If Shareholders approve this Resolution, the Company will retain the flexibility to issue equity

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IMAGE RESOURCES NL

Notice of General Meeting 6 December 2012

securities during the next 12 months up to the 15% annual placement capacity under Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 2 – Ratification of Prior Issue of Shares

2.1 Background

On 31 July 2012, the Company issued 6,303,376 Shares to sophisticated and professional investors pursuant to a share placement announced to ASX on the same date. The subscribers to the share placement were not related parties of the Company. Resolution 2 seeks ratification from Shareholders pursuant to Listing Rule 7.4 for the issue of those Shares.

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The purpose and effect of such a ratification is to restore the Company’s discretionary power to issue further shares up to 15% of the issued capital of the Company without requiring shareholder approval.

The Company proposes Resolution 2 to ratify a previous issue of Shares in accordance with ASX Listing Rule 7.4. The Company confirms that the issue and allotment of the Shares the subject of Resolution 6 did not breach ASX Listing Rule 7.1

2.2 Information required for subsequent approval under Listing Rule 7.4

In accordance with Listing Rule 7.5, the following information is provided:

• (a) 6,303,376 Shares were allotted;

• (b) the issue price for the Shares was $0.30 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to sophisticated and professional investors, none of whom were related parties of the Company; and

• (e) the funds raised from the issue were applied towards general working capital.

If Resolution 7 in the Notice of Annual General Meeting is approved and both Resolutions in this Notice are approved, the Board will not rely on the approval given in terms of that Resolution 7.

2.3 Directors’ Recommendation

The Board believes that Resolution 2 is in the best interests of the Company and recommends that Shareholders vote in favour of the Resolution. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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IMAGE RESOURCES NL Notice of General Meeting 6 December 2012

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

Associate	has the same meaning as defined in Section 11 and Sections 13 to 17 of the
	Corporations Act.
ASX	means ASX Ltd ABN 98 008 624 691 and, where the context requires, the
	Australian Securities Exchange operated by ASX Ltd.
Board	means the board of Directors of the Company.
Company	means Image Resources NL ABN 57 063 977 579.
Constitution	means the Company's constitution, as amended from time to time.
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Explanatory Memorandum	means this information attached to the Notice, which provides information to
	Shareholders about the Resolutions contained in the Notice.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning in the introductory paragraph of the Notice.
Notice or Notice of Meeting	means the Notice of General Meeting accompanying this Explanatory
	Memorandum.
Proxy Form	means the proxy form attached to this Notice.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.
WST	means Australian Western Standard Time.

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Image Resources NL

ABN 57 063 977 579

Lodge your vote:

• By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 IMA MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 10:00am (WST) Tuesday 4 December 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Image Resources NL hereby appoint

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the Chairman OR of the meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Image Resources NL to be held at Level 2, 16 Ord Street, West Perth WA 6005 on Thursday, 6 December 2012 at 10:00am (WST) and at any adjournment of that meeting.

Items of Business

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 1 Approval of Placement of Shares Resolution 2 Ratification of Prior Issue of Shares

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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