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IMAGE RESOURCES NL Capital/Financing Update 2007

Aug 29, 2007

65117_rns_2007-08-29_cdaad311-e345-46bf-aa95-75b47ca3c01d.pdf

Capital/Financing Update

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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
Quoted fully paid ordinary shares (1)
Unquoted fully paid ordinary shares (2)
Unquoted options to acquire fully paid ordinary
shares
2,000,000 ordinary shares (1)
75,872 ordinary shares (2)
1,000,000 options
Options:
Exercise Price: $2.38
Expiry Date: 26 March 2012
Shares
Yes in relation to all fully paid ordinary shares
(1 and 2).
It is to be noted that the parcel of 75,872 shares
issued at $1.977017 per share are subject to
voluntary escrow restrictions and a trading
holding lock until 21 August 2009.
Options
The options are unquoted.
5
Issue price or consideration
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)
Shares (1) - $2.00 per share
Shares (2) - $1.977017 per share
Options -$Nil
Shares (1) - $2.00 per share
Shares (2) - $1.977017 per share
Options -$Nil
The shares (1) were issued pursuant to the
placement agreement announced to ASX on
28.8.2007.
The shares (2) were issued pursuant to an
agreement for acquisition of an increased
interest in exploration tenements whereby part
of the consideration ($150,000) was to be
satisfied by the issue of share scrip, the number
to be calculated by reference to the VWAP over
5 trading days.
The options are being issued to a key employee
(refer to ASX release dated.12.4.2007) pursuant
to the acceptance of an invitation offered under
the company’s employee share optionplan.
30 August 2007
Number Class
76,977,978 Ordinary fully paid
shares
Number Class
75,872
1,805,000
2,000,000
2,000,000
2,500,000
1,000,000
Ordinary fully paid
shares subject to
voluntary escrow
/holding lock until 21
August 2009
Options exercisable on
or before 27.11.2008 at
$0.335 per option
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
  • 10 Dividend policy (in the case of a trust, distribution policy) on the N/A increased capital (interests)

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: Date: 30 August 2007 (Director) Print name: Roger Thomson