IMAGE RESOURCES NL — Proxy Solicitation & Information Statement 2012

Jun 4, 2012

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 M E E T I N G

incorporating Explanatory Notes and Proxy Form

to be held on Tuesday 3 July 2012 at 11:00am (WST)

at Level 2, 16 Ord 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.

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Page 2

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Image Resources NL (ABN 57 063 977 579) ( Image or the Company ) will be held at Level 2, 16 Ord Street, West Perth, Western Australia on Tuesday 3 July 2012 at 11:00am (WST) ( Meeting ). The Explanatory Statement that accompanies and forms part of this Notice of Meeting ( Notice of Meeting ) describes in more detail the matters to be considered.

AGENDA

1. SPECIAL BUSINESS:

To consider and, if thought fit, to pass the following as ordinary resolutions:

Resolution No. 1 – Ratification of Share Placement on 20 March 2012:

That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 5,395,858 fully paid ordinary shares in the capital of the Company on 20 March 2012 at an issue price of $0.35 each to selected professional and/or sophisticated investor clients who satisfied the definition contained in section 708(8) of the Corporations Act 2001 and otherwise on the basis set out in the Explanatory Statement accompanying this Notice of Meeting, is ratified and approved.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 1 by any of the persons, or an associate of those persons, who participated in the issue of the shares, the subject of Resolution 1 and a person who might obtain a benefit, except a benefit solely derived in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if either the vote is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution No. 2 – Ratification of Share Placement on 3 April 2012:

That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 1,000,000 fully paid ordinary shares in the capital of the Company on 3 April 2012 to Kingsreef Pty Ltd in part satisfaction of the acquisition of interests in mineral exploration tenements and otherwise on the basis set out in the Explanatory Statement accompanying this Notice of Meeting, is ratified and approved.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by any of the persons, or an associate of those persons, who participated in the issue of the shares, the subject of Resolution 2 and a person who might obtain a benefit, except a benefit solely derived in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if either the vote is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution No. 3 – Ratification of Grant of Options on 24 May 2012 to Peter J Davies, Project Manager:

That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the grant of 3,750,000 options to acquire fully paid ordinary shares in the capital of the Company to Peter John Davies on the basis set out in the Explanatory Statement accompanying this Notice of Meeting, is ratified and approved.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by Peter J Davies, or an associate of Peter J Davies. However, the Company need not disregard a vote if either the vote is cast by Peter J Davies as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution No. 4 – Approval for the Proposed Issue of Ordinary Fully Paid Shares:

That for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company approves the allotment and issue of up to 10,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement at a price which is the higher of $0.50 per share or a price that is at least 80% of the average market price for the Company’s quoted shares, as calculated over the 5 trading days on which sales in the securities were recorded before the day on which the issue is to be made, to selected professional and/or sophisticated investors who satisfy either of the definitions contained in sections 708(8), 708(10) and 708(11) of the Corporations Act 2001.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by a person, or an associate of that person, who may participate in the proposed issue and a person who might obtain a benefit, the subject of Resolution 4, except a benefit derived solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if either the vote is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or the vote is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

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NOTICE OF MEETING

By order of the Board RUDOLF TIELEMAN COMPANY SECRETARY DATED: 5 June 2012

PROXIES

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by persons who are registered as holding shares at 5.00pm on Friday 29 June 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting A shareholder entitled to attend and vote at the above Meeting may appoint not more than two proxies to attend and vote at this Meeting. A proxy may, but need not be, a shareholder of the Company. Proxy forms must reach the Registered Office of the Company by mail, or be received by facsimile on (08) 9485 2840, or be received by email at info@imageres.com.au at least 48 hours prior to the Meeting. For the convenience of shareholders, a Proxy Form is enclosed.

Page 4

NOTICE OF GENERAL MEETING Explanatory Statement – 5 June 2012

1. Introduction

This Explanatory Statement has been prepared for the information of members of the Company in connection with the business to be conducted at the Meeting of members to be held at Level 2, 16 Ord Street, West Perth, Western Australia on Tuesday 3 July 2012 at 11:00am (WST). This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of Meeting.

Image is close to completing the first phase of the North Perth Basin ( NPB ) Project feasibility study. This stage has focused on the supporting studies for the environmental applications and establishment of the concepts, schedules and budgets for the remainder of the feasibility study. The next phase of the work will include:

• drilling to prove up extensions to the high grade mineralisation at Boonanarring on land where Image has not previously had access,

• further drilling at Atlas South

• bulk sample test work for process design and

• preparation of samples for acceptance testing by potential customers.

At the same time, the technical studies and project evaluation work will continue in order to optimise the project configuration and to explore avenues for rapid development of the NPB Project in a staged manner. The objective is to balance capital requirements with early cash flows and to mitigate risk.

By passing the resolutions in the Notice of Meeting, members will empower the board to raise additional capital to cover the costs of these programmes and take the project to the point where the results to hand and confidence in the project development schedule and economics will support further capital raisings for the first stages of project development.

2. Ratification of Placement on 20 March 2012 (Resolution 1)

ASX Listing Rule Requirements

3.

ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of the Company is required to an issue of equity securities if
the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of
securities on issue at the commencement of that 12 month period.
The issue and allotment of shares outlined in Resolution 1 does not exceed the 15% limit, however, ASX Listing Rules 7.1 and 7.4 provide that,
where a company in general meeting ratifies an issue of equity securities, the issue will be treated as having been made with approval for the
purpose of ASX Listing Rule 7.1, thereby enabling the company to issue further equity securities without exceeding the 15% in 12 months
limitation.
Shareholder approval is sought so as to refresh the Company’s 15% equity security placement limit pursuant to ASX Listing Rule 7.1.
The information required by ASX Listing Rules 7.4 and 7.5 to be provided to shareholders is contained within this Explanatory Statement and the
Notice of Meeting.
Resolution 1 of the Notice of Meeting proposes the ratification for the issue of 5,395,858 Shares as announced on 20 March 2012, thereby
satisfying the requirements of ASX Listing Rule 7.4.
In compliance with the information requirements of ASX Listing Rule 7.5, members are advised of the following particulars in relation to the
placement.
(a) Number of securities issued: 5,395,858 Shares;
(b) Price at which the securities were issued: $0.35 cents per Share;
(c) The Shares rank equally in all respects with the existing shares on issue;
(d) The shares were issued to selected professional and/or sophisticated investors who satisfied the definition contained in section 708(8)
of the Corporations Act 2001;
(e) No shares were issued to any related party of the Company; and
(f) The funds raised were directed towards the costs of advancing studies on bringing the NPB project into production.
The Board recommends that shareholders vote in favour of Resolution 1.
Ratification of Placement on 4 April 2012 (Resolution 2)

ASX Listing Rule Requirements

ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of the Company is required to an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period. The issue and allotment of shares outlined in Resolution 2 does not exceed the 15% limit, however, ASX Listing Rules 7.1 and 7.4 provide that, where a company in general meeting ratifies an issue of equity securities, the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby enabling the company to issue further equity securities without exceeding the 15% in 12 months limitation. Shareholder approval is sought so as to refresh the Company’s 15% equity security placement limit pursuant to ASX Listing Rule 7.1. The information required by ASX Listing Rules 7.4 and 7.5 to be provided to shareholders is contained within this Explanatory Statement and the Notice of Meeting. Resolution 2 of the Notice of Meeting proposes the ratification for the issue of 1,000,000 Shares as announced on 3 April 2012, thereby satisfying the requirements of ASX Listing Rule 7.4.

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NOTICE OF GENERAL MEETING

Explanatory Statement – 5 June 2012

	In compliance with the information requirements of ASX Listing Rule 7.5, members are advised of the following particulars in relation to the
	placement.
	(a) Number of securities issued: 1,000,000 Shares;
	(b) Price at which the securities were issued: $0.30 cents per Share;
	(c) The Shares rank equally in all respects with the existing shares on issue;
	(d) The shares were issued to Kingsreef Pty Ltd as consideration for the acquisition of the remaining 30% interest in the previously joint
	ventured mineral exploration tenements at the Boonanarring extensions near Regans Ford;
	(e) No shares were issued to any related party of the Company; and
	(f) No funds were raised from the issue of shares.
	The Board recommends that shareholders vote in favour of Resolution 2.
4.	Ratification of Grant of Options on 24 May 2012 (Resolution 3)
	Peter Davies was appointed to the position of Project Manager for the NPB minerals sands project feasibility study in February 2012 and has a
	proven track record of successful management, where the focus has been primarily on long term performance, in addition to achieving short term
	problem solving results.
	He has wide spread operational experience in the mineral sands industry having held the positions of General Manager, Chandala for Tiwest
	(mineral sands processing and synthetic rutile production), Director European Operations for Kerr-McGee Chemicals/Tronox (titanium dioxide
	pigment manufacturing) and various senior operational and project management positions, including with Billiton International Metals, Dominion
	Mining, Delta Gold and CSA Global.
	Mr Davies was subsequently appointed to the position of Managing Director of the Company on 25 May 2012.
	His executive remuneration package was negotiated to be as follows:
	 Fixed salary component is $300,000 per annum, inclusive of statutory compulsory superannuation charges, reviewable annually by
	the Company.
	 Incentive options, the subject of this resolution (Options), granted prior to but in expectation of and as a condition to his appointment
	as Managing Director:
	 1,250,000 options to subscribe for fully paid ordinary shares, exercisable at $0.50 each, expiring on 1.6.2015;
	 1,250,000 options to subscribe for fully paid ordinary shares, exercisable at $0.70 each, expiring on 1.6.2016;
	 1,250,000 options to subscribe for fully paid ordinary shares, exercisable at $1.00 each, expiring on 1.6.2016;
	 Term of engagement is for 3 years, after which the engagement is terminable by Mr Davies giving three months’ notice or the
	Company giving either six months’ notice or six months’ pay in lieu.
	ASX Listing Rule Requirements
	ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of the Company is required to an issue of equity securities if
	the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of
	securities on issue at the commencement of that 12 month period.
	The grant of Options outlined in Resolution 3 does not exceed the 15% limit, however, ASX Listing Rules 7.1 and 7.4 provide that, where a
	company in general meeting ratifies an issue of equity securities, the issue will be treated as having been made with approval for the purpose of
	ASX Listing Rule 7.1, thereby enabling the company to issue further equity securities without exceeding the 15% in 12 months limitation.
	Shareholder approval is sought so as to refresh the Company’s 15% equity security placement limit pursuant to ASX Listing Rule 7.1.
	The information required by ASX Listing Rules 7.4 and 7.5 to be provided to shareholders is contained within this Explanatory Statement and the
	Notice of Meeting.
	Resolution 3 of the Notice of Meeting proposes the ratification for the grant of 3,750,000 Options as announced on 25 May 2012, thereby
	satisfying the requirements of ASX Listing Rule 7.4.
	In compliance with the information requirements of ASX Listing Rule 7.5, members are advised of the following particulars in relation to the grant.
	(a) Number of securities issued:
	 1,250,000 options to acquire fully paid ordinary shares, exercisable at $0.50 each on or before 1 June 2015;
	 1,250,000 options to acquire fully paid ordinary shares, exercisable at $0.70 each on or before 1 June 2016;
	 1,250,000 options to acquire fully paid ordinary shares, exercisable at $1.00 each on or before 1 June 2016;
	(b) The Options were granted to Peter John Davies as part consideration and incentive for and in providing his services as an executive
	project manager and Managing Director upon the terms and conditions contained in Annexure “A”;
	(c) The Options, when exercised, will rank equally in all respects with the existing shares on issue at the time of being exercised;
	(d) No funds were raised from the grant of Options; and
	(e) No shares were issued to any related party of the Company.
	ASX Listing Rule 10.11 requires, as a general rule, the issue of securities to a director to be approved first by shareholders in circumstances
	where certain information required by ASX Listing Rule 10.13 has been provided to shareholders; this Explanatory Statement provides that
	information. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1. As approval under ASX
	Listing Rule 10.11 isnotrequired to be obtained, approval under ASX Listing Rules 7.1 is thereby required.
	Application of ASX Listing Rules to Proposal
	The provisions of ASX Listing Rule 10.11DO NOTapply to the issue of Options to Mr Davies (the party to whom resolution 3 relates) as he was
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NOTICE OF GENERAL MEETING

Explanatory Statement – 5 June 2012

NOT a related party at the time when the Options were granted.

ASX’s Corporate Governance Guidelines

The granting of options to key management personnel falls within the guidelines recommended in Principle 8 of the ASX’s Corporate Governance Principles and Recommendations with 2010 Amendments. The Company's Corporate Governance and Policies Manual includes a Remuneration Policy which states that: "The Remuneration Committee (“ committee ”) makes decisions with respect to appropriate and competitive remuneration and incentive policies (including basis for paying and the quantum of any bonuses), for key management personnel and others as considered appropriate to be singled out for special attention, which:  motivates them to contribute to the growth and success of the Company within an appropriate control framework; and

• aligns the interests of key leadership with the interests of the Company’s shareholders;

• are paid within the any limits imposed by the Constitution and make recommendations to the Board with respect to the need for increases to any such amount at the Company’s annual general meeting;

• in the case of directors, only permits participation in equity-based remuneration schemes after appropriate disclosure to, due consideration by and with the approval of the Company’s shareholders."

• The grant of Options falls within the Company’s Corporate Governance Guidelines.

Share Trading History

• The price of the Company’s shares quoted on the ASX over the twelve month period ending 31 May 2012 has ranged from a low of $0.225 on 20 December 2011 to a high of $0.515 on 6 June 2011. The latest available closing price of the Company’s shares quoted on the ASX, prior to the date of this Explanatory Statement on 1 June 2012 was $0.33. Dilution Effect and Costs of Issue The potential cost to the Company of the issue of 3,750,000 Options pursuant to resolution 3 is that there will be a dilution of the issued share capital if the Options are exercised. Based on 100,184,817 shares currently on issue, the exercise of the Options would have a dilution effect of approximately 3.74% on non-associated shareholders’ interests in the Company. The issue of the Options will not restrict the Company's ability to issue further securities as it sees fit and should it do so, that will further diminish the potential dilution impact of the Options. The opportunity costs to the Company or benefits foregone by the Company in respect of the issue of Options are:  the price at which the Options might have been issued pursuant to a competing arm’s length transaction for cash (or other value);  if the Options are exercised at a time when the market price of the Company’s shares is greater than the exercise price of the Options, there will be a detriment insofar as the Company will be required to issue shares at a price lower than it might otherwise have then been able to, with the result that less funds will be raised for the number of shares issued.

• Rationale for the proposal – the opportunity benefit The issue of Options is thought by the board to be justified because:  it will provide Mr Davies with an opportunity to participate in the Company's future growth thus incentivising and rewarding him for his future contribution to that growth;

• Mr Davies will thereby have a vested interest in the affairs of the Company and in increasing the market value of its securities - thus he will have a common interest with all shareholders. If he significantly increases the market capitalisation of the Company, this will have the effect of increasing the value of all shares from the date the Options were granted and he will benefit from the resultant increase in value;

• the issue of Options has the benefit of conserving cash whilst motivating the Mr Davies;  the real cost to the Company will be the cost at which the Options could actually be issued on arms-length (not the theoretical valuation) terms; they will not result in dilution of shareholders’ equity unless they are exercised;

• the exercise of the Options will provide working capital for the Company;

• if all the Options issued to Mr Davies are exercised, an amount of $2,750,000 will be raised;

• the purpose is to provide Mr Davies with an incentive and the success of the Company depends in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company's operations. It is therefore important that the Company is able to attract and retain people of the highest calibre.

The Board recommends that shareholders vote in favour of Resolution 3.

5. Proposed Issue of Ordinary Fully Paid Shares (Resolution 4) ASX Listing Rule Requirements

• ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of the Company is required to an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period. The issue and allotment of shares outlined in Resolution 4 will exceed the 15% limit and therefore requires such approval. In compliance with the information requirements of ASX Listing Rule 7.3, members are advised of the following particulars in relation to the proposed placement. (a) The maximum number of securities the Company may issue pursuant to this resolution is 10,000,000 ordinary fully paid shares; (b) The Company will issue and allot the shares either simultaneously or progressively, in whole or in part (if at all) and will be completed by no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver;

• (c) The shares will be issued at a minimum issue price that is the higher of $0.50 per share or a price that is at least 80% of the average market price for the Company’s quoted shares, as calculated over the 5 trading days on which sales in the securities were recorded

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NOTICE OF GENERAL MEETING Explanatory Statement – 5 June 2012

before the day on which the issue is to be made;

(d) The shares are proposed to be issued to professional and/or sophisticated investors who satisfy either one of the definitions contained in sections 708(8), 708(10) or 708(11) of the Corporations Act 2001. No shares are to be issued to any related party of the Company. The participants are not yet known;

(e) The Shares will rank equally in all respects with the existing fully paid ordinary shares on issue; and

(f) The intended use of the funds raised will be directed towards advancing exploration on the Company’s mineral sands projects in Western Australia, conducting project feasibility studies aimed at commercialising the resource base and provision of general working capital.

The Board recommends that shareholders vote in favour of Resolution 4.

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NOTICE OF GENERAL MEETING Explanatory Statement – 5 June 2012

		ANNEXURE “A”
		TERMS AND CONDITIONS OF THE OPTION TO ACQUIRE FULLY PAID ORDINARY SHARES IN
		IMAGE RESOURCES NL (the Company)
1.	Entitlement
	(a)	Subject to option terms 2, 7 and 8, each option entitles the registered option holder to subscribe for and be allotted one ordinary share
		in the capital of Image Resources NL (Company), credited as fully paid, at the Exercise Price.
	(b)	The Company must, as soon as it is reasonably practicable to do so, allot shares on exercise of the Option in accordance with the
		listing rules (Listing Rules) of ASX Limited (ASX) and register the Option holder or its nominee as a shareholder in the register of
		members in respect of the shares so allotted. No Option may be exercised if to do so would contravene the Corporations Law 2001
		(Cth) or the Listing Rules.
	(c)	Shares issued on the exercise of Options will rank pari passu with all existing ordinary shares in the capital of the Company from the
		date of issue.
2.	Exercise	of Options
	(a)	The exercise price of the Options is AUD $[variously $0.50, $0.70 and $1.00 as referred to in the_Explanatory Statement_] (Exercise
		Price).
	(b)	An Option is exercisable by the registered Option holder lodging the notice of exercise of Option together with, subject to option terms
		7 and 8, the Exercise Price and the relevant Option certificate, at any office of the Company's share registrar. The notice of exercise of
		Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to
		be allotted; which number of Options must be a multiple of 50,000 if only part of the Option holder’s total Options are exercised, or if
		the total number of Options held by an Option holder is less than 50,000, then the total of all Options held by that Option holder must
		be exercised. The exercise of some Options only does not affect the registered Option holder's right to exercise other Options at a
		later time.
	(c)	Remittances must be made payable to the Company and cheques should be crossed "not negotiable".
	(d)	Options may only be exercised at any time after the Option holder has completed 12 months full time employment with the Company.
	(e)	Each Option will lapse on the earliest to occur of 5.00 pm on [variously 1 June 2015 and 1 June 2016 as referred to in the_Explanatory_
		Statement] and one calendar month following the date the holder ceases to be an employee of the Company.
3.	Transfer
	(a)	Subject to this option term 3 and any restrictions imposed by ASX, options may at any time after the Option holder has completed
		12 months full time employment with the Company, be transferred with the prior written approval of the Board at any time before
		lapsing.
	(b)	Subject to this option term 3, options are transferable by any standard form of transfer. Executed and stamped transfers will be
		recorded in the Company's Option register on lodgement of the transfer and relevant certificate at any office of the Company's share
		registrar. The Company will cancel the certificate and issue a new certificate in the name of the transferee for the number of Options
		so transferred.
4.	Option certificates
	(a)	No exercise or transfer of an Option represented by an Option certificate may be registered until that certificate is surrendered to the
		Company or the option holder provides the Company with a statutory declaration, in a form satisfactory to the Company, to the effect
		that the certificate has been lost or destroyed and indemnifies the Company against any loss or damage if the original certificate is
		found.
	(b)	If the Option holder exercises or transfers less than all Options represented by a certificate then the Company will cancel the certificate
		and issue a new certificate for the balance.
5.	Quotation
	The Company does not intend to seek quotation of the options on ASX but it reserves the right to do so. The Company must apply to the ASX for
	official quotation of the shares issued on any exercise of an option.
6.	Dividends
	Shares issued on any exercise of Options will rank pari passu with all existing ordinary shares in the capital of the Company from the date of
	issue and	will be entitled to each dividend for which the books closing date for determining entitlements falls after the date of issue.
7.	Rights issue
	If the Company makes an offer of ordinary shares pro rata to all or substantially all holders of ordinary shares (other than a bonus issue or an
	issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) where (S + D) (as defined below) exceeds P (as defined below) at
	a time when:
	(a)	an Option has not been exercised in full; or
	(b)	the Option has been exercised, but shares the subject of the exercise have not been issued in fulfilment of the Company's obligation in
		that regard, before the record date for determining entitlements to the rights issue.
	then the Exercise Price per share will be reduced according to the following formula:
	O1	= O –E(P–S+D)
		N + 1

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NOTICE OF GENERAL MEETING Explanatory Statement – 5 June 2012

Where:

O[1] = the new Exercise Price per share O = the old Exercise Price per share E = the number of shares into which one option is exercisable P = the average market price of fully paid ordinary shares (weighted by reference to volume) sold in the ordinary course of trading on the ASX during the 5 trading days before the ex rights date or ex entitlements date S = the subscription price (application money plus calls) for new shares issued under the rights issue D = if the ordinary shares are trading on the ASX on an ex dividend basis, the (if any) dividends (on a per share basis) which have been declared but not yet paid is existing shares (except those to be issued under the rights issue) N = number of shares required to be held to receive a right on one new share.

The number of shares which the option holder is entitled to subscribe for on exercise of the option is to remain unchanged.

8. Reconstruction

The rights of an option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

9. Advice

The Company must give notice to the Option holder of any adjustment to the number of shares which the Option holder is entitled to subscribe for or be issued on exercise of the Option or the exercise price per share in accordance with the Listing Rules.

10. Right to participate in future issues

The Option holder may only participate in new issues of securities to holders of shares to the extent the Option has been exercised, if that is permitted by its terms, and the shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give notice to the Option holder of any new issue before the books closing date for determining entitlements to the issue in accordance with the Listing Rules.

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Proxy Form
Reference Number
Number of Shares
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 sees fit) at
the general meeting of the Company to be held at the Level 2, 16 Ord Street, West Perth, Western Australia on Tuesday 3 July 2012 at 11.00am 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)
No Direction to
For Against Abstain (1) Vote (2)
Resolution 1 Ratification of Share Placement on 20.3.2012
Resolution 2 Ratification of Share Placement on 3.4.2012
Resolution 3 Ratification of Grant of Options – PJ Davies
Resolution 4 Approval for Proposed Issue of Shares
(1) IF YOU MARK THE ABSTAIN BOX FOR A PARTICULAR ITEM, YOU ARE DIRECTING YOUR PROXY NOT TO VOTE ON THAT ITEM.
(2) If the Chairperson of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in
respect of the resolution, please place a mark in the box next to that resolution. By marking this box, you acknowledge that the Chairperson may exercise your
proxy even if they have an interest in the outcome of the resolution and that votes cast by them 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 Chairperson will not cast your votes on the resolution and your votes will
not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson intends to vote undirected proxies in favour of all
Resolutions.
Appointing a Second Proxy (if applicable)
Or %
The number of shares applicable The percentage of your voting
to 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 the Company either by facsimile on (08) 9485 2840, or 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
Company Seal (if required)
Area Code Telephone Number
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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.