IMAGE RESOURCES NL — Regulatory Filings 2007

Oct 28, 2007

ASX Code: IMA

29 October 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

INTERNATIONAL INVESTOR TAKES SIGNIFICANT POSITION

The Company is delighted to report a new investor has taken a significant position on its register in a strategic move by Image directed at underpinning its mineral sands production aspirations.

An international investor, introduced to Image Resources NL by Singaporean bankers following their recent field trip to the Cooljarloo and Cooljarloo North mineral sand projects, has become the 5[th] ranking shareholder after acquiring some 4 million shares ahead of the record date for bonus shares in the proposed Emu Nickel float, the date of which has yet to be determined.

It is important that shareholders understand that the potential value of the 1 for 2 bonus Emu Nickel shares is significant (i.e. one free Emu Nickel share for each two Image shares held). It is recommended that professional advice be taken in relation to holding and buying Image shares prior to the record date in order to benefit from the bonus issue, particularly in the context of the takeover bid by Xstrata for Jubilee Mines as announced this morning.

I n addition, the transaction (announced via the ASX on 30 August 2007) with Singapore-based private investor, Mr Choon Kong Lim, has settled and as foreshadowed in the ASX release, $904,279 has been injected into the Company, through the exercise of options by both Mr Lim ($335,000 ) and the Company’s directors ($569,279).

In order to ensure that the interests of the investors could be accommodated in an orderly fashion without Image having to issue new shares (other than through the exercise of existing options), the directors agreed to reduce the upside of their investment in Image by selling some of their interests and then exercising options resulting in a net increase in the collective shareholdings of directors (from 8,316,235 to 8,886,632).

Appendix Form 3Ys, an Appendix 3B and a change in substantial shareholding notice are attached.

End of release

Appendix 3Y

Change of Director’s Interest Notice

Name of entity	IMAGE RESOURCES NL
ABN:	57 063 977 579

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Roger Michael Thomson
Date of last notice	8 December 2006
Date of this notice	29 October 2007

Part 1 - Change of director’s relevant interests in securities

Direct or indirect interest	Direct and Indirect	Direct and Indirect
Nature of indirect interest (including registered holder)	Interests held by Roger Michael Thomson as trustee for a related family trust Interests held by spouse
Date/s of change	26 October 2007
No. of securities held prior to change	1,176,015 Fully Paid Ordinary Shares 800,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 27.11.2008 at 33.5 cents each 800,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 26.11.2009 at 39 cents each 800,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 21.11.2010 at 37 cents each 950,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 16.11.2011 at $1.80 each
Class	Shares	Options – Unquoted
Number acquired	855,371	Nil
Number disposed	300,000	189,189
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Acquired via options exercised - $300,000 Sales - $600,000 (See ASX announcement)	$315,000

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Image Resources NL - Appendix 3Y Lodged with ASX 29 October 2007

No. of securities held after change

1,731,386 Fully Paid Ordinary Shares 555,440 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 26.11.2009 at 39 cents each 800,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 21.11.2010 at 37 cents each 950,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 16.11.2011 at $1.80 each

Nature of change

Sale of unquoted Options off-market Exercise of unquoted Options Sale ofShares on market

Part 2 – Change of director’s interests in contracts

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Page 2 of 2

Image Resources NL - Appendix 3Y Lodged with ASX 29 October 2007

Appendix 3Y

Change of Director’s Interest Notice

Name of entity	IMAGE RESOURCES NL
ABN:	57 063 977 579

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	George Sakalidis
Date of last notice	25 September 2007
Date of this notice	29 October 2007

Part 1 - Change of director’s relevant interests in securities

Direct or indirect interest	Direct and Indirect	Direct and Indirect
Nature of indirect interest (including registered holder)	Interests held by: Leeman Pty Ltd, a company controlled by Mr Sakalidis; G and J Sakalidis acting as joint trustees for the Sakalidis Superannuation Fund; RBC Dexia Investor Services Australia Nominees PL, a nominee company holding securities for Mr Sakalidis.
Date of change/s	26 October 2007
No. of securities held prior to change	6,521,220 Fully Paid Ordinary Shares 585,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 27.11.2008 at 33.5 cents each 800,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 26.11.2009 at 39 cents each 800,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 21.11.2010 at 37 cents each 950,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 16.11.2011 at $1.80 each
Class	Shares	Options - Unquoted
Number acquired	275,386	Nil
Number disposed	600,000	450,450

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Image Resources NL - Appendix 3Y Lodged with ASX 29 October 2007

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Acquired via options exercised $100,000 Sales - $1,200,000 (See ASX announcement)	$750,000
No. of securities held after change	6,196,606 Fully Paid Ordinary Shares 659,164 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 26.11.2009 at 39 cents each 800,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 21.11.2010 at 37 cents each 950,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 16.11.2011 at $1.80 each
Nature of change	Sale of unquoted Options off-market Exercise of unquoted Options Sale ofShares on market

Part 2 – Change of director’s interests in contracts

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

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Image Resources NL - Appendix 3Y Lodged with ASX 29 October 2007

604 Page 1 of 3 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

IMAGE RESOURCES NL

ACN/ARSN 063 977 579

1. Details of substantial holder (1)

Name GEORGE SAKALIDIS

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on

substantial holder on 26 / 10 / 2007 The previous notice was given to the company on 9 / 2 / 2005 The previous notice was dated 9 / 2 / 2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
ORD SHARES	6,732,770	12.08	6,196,606	7.78
NOTE: 2.79% of the 4.30% change in % voting power is attributable to the dilution factor of share issues made by Image Resources NL during theperiod

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

s follows:
Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
Refer to Annexure 1

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes

604 Page 2 of 3 15 July 2001

Refer to
Annexure
2

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

Refer to Annexure 3

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
All persons named	33 Rule Street North Fremnatle WA 6159

Signature

print name sign here	George Sakalidis capacity Director
	date 29/10/2007

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation

604 Page 3 of 3 15 July 2001

to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

FORM 604

NOTICE OF CHANGE OF INTEREST OF SUBSTANTIAL HOLDER

ANNEXURE 1

3. CHANGE IN RELEVANT INTERESTS:

Date of Change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class	Number of securities affected	Person's votes affected
9.2.2005 to 25.10.2007 George Sakalidis Various on-market purchases and sales 26.10.2007 George Sakalidis On-market sale 3.11.2005 to 12.12.2005 George and J Sakalidis Various on-market purchases 9.2.2005 to 23.12.2003 Leeman Pty Ltd Various on-market purchases 12.4.2007 to 25.9.2007 RBC Dexia Various on-market purchases Totals			$(48,080) Ordinary shares $(1,200,000) Ordinary shares $73,772 Ordinary shares $11,414 Ordinary shares $630,194 Ordinary shares		59,836 59,836 (1,200,000) (1,200,000) 210,000 210,000 112,000 112,000 282,000 282,000
			$(532,700)		(536,164)	(536,164)

FORM 604

NOTICE OF CHANGE OF INTEREST OF SUBSTANTIAL HOLDER

ANNEXURE 2

4. PRESENT RELEVANT INTERESTS:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class	Number of securities	Person's votes
George Sakalidis George Sakalidis George Sakalidis Direct Ordinary shares George and J Sakalidis George and J Sakalidis George and J Sakalidis Indirect Ordinary shares Leeman Pty Ltd Leeman Pty Ltd Leeman Pty Ltd Indirect Ordinary shares RBC Dexia RBC Dexia RBC Dexia Indirect Ordinary shares Totals					5,592,606 5,592,606 210,000 210,000 112,000 112,000 282,000 282,000
					6,196,606	6,196,606

FORM 604

NOTICE OF CHANGE OF INTEREST OF SUBSTANTIAL HOLDER

ANNEXURE 3

5. CHANGES IN ASSOCIATION:

Name	Nature of association
George & J Sakalidis Leeman Pty Ltd RBC Dexia	Joint trustees of associated superannuation fund Trustee for associated family trust Trustee for margin lending entity

Appendix 3Y

Change of Director’s Interest Notice

Name of entity	IMAGE RESOURCES NL
ABN:	57 063 977 579

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Peter Sisley Thomas
Date of last notice	8 December 2006
Date of this notice	29 October 2007

Part 1 - Change of director’s relevant interests in securities

Direct or indirect interest	Direct and Indirect	Direct and Indirect
Nature of indirect interest (including registered holder)	Interest held by PS Thomas as joint trustee for a superannuation fund Interest held in an associated company
Date of change	26 October 2007
No. of securities held prior to change	619,000 Fully Paid ordinary Shares 400,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 27.11.2008 at 33.5 cents each 400,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 26.11.2009 at 39 cents each 400,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 21.11.2010 at 37 cents each 600,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 16.11.2011 at $1.80 each
Class	Shares	Options – Unquoted
Number acquired	439,640	Nil
Number disposed	100,000	360,361
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Acquired via options exercised $169,279 Sales - $200,000 (See ASX announcement)	$600,000

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Image Resources NL - Appendix 3Y Lodged with ASX 29 October 2007

No. of securities held after change	958,640 Fully Paid ordinary Shares 400,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 21.11.2010 at 37 cents each 600,000 Unquoted Options to subscribe for Fully Paid Ordinary Shares, exercisable on or before 16.11.2011 at $1.80 each
Nature of change	Sale of unquoted Options off-market Exercise of Options Sale ofShares

Part 2 – Change of director’s interests in contracts

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

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Image Resources NL - Appendix 3Y Lodged with ASX 29 October 2007

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Name of entity

Image Resources NL ABN 57 063 977 579

We (the entity) give ASX the following information.

Part 1 - All issues

1 Class of securities issued or to be issued 2 Number of securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion) 4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration	Quoted fully paid ordinary shares
	2,570,397 ordinary shares
	N/A
	Yes
	1,785,000 at $0.335 per share 785,391 at$0.39per share

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering securities into uncertificated holdings or despatch of certificates 8 Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	1,785,000 shares were issued pursuant to the valid exercise of options due to be exercised on or before 27.11.2008 at $0.335 each 785,391 shares were issued pursuant to the valid exercise of options due to be exercised on or before 26.11.2009 at $0.39 each	1,785,000 shares were issued pursuant to the valid exercise of options due to be exercised on or before 27.11.2008 at $0.335 each 785,391 shares were issued pursuant to the valid exercise of options due to be exercised on or before 26.11.2009 at $0.39 each
	29 October 2007
	Number	Class
	79,644,247	Ordinary fully paid shares
	Number	Class
	1,214,604 2,000,000 2,500,000 1,000,000	Options exercisable on or before 26.11.2009 at $0.39 per option Options exercisable on or before 21.11.2010 at $0.37 per option Options exercisable on or before 16.11.2011 at $1.80 per option Employee Share Options exercisable on or before 26 March 2012 at $2.38 per option
	N/A

Part 2 - Bonus issue or pro rata issue

No Issues to be advised

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting

26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell their
	entitlements_in full_ through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?
32	How do+security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Despatch date

Part 3 - Quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

NO NEW CLASS OF SECURITIES BEING FORMED

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

NOT REQUIRED TO BE COMPLETED

• 38 Number of securities for which +quotation is sought

• 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those securities should not be granted quotation.

• An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request that the securities be quoted.

• If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Signed: Print name: George Sakalidis Capacity: Director

Date: 29 October 2007