IMAGE RESOURCES NL — Share Issue/Capital Change 2003

Jul 30, 2003

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

$\mathbf{1}$ Class of securities issued or to be issued

• Number of securities issued or to be $\overline{2}$ 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)
• $\overline{4}$ 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

No New Issues to be advised

• $\sqrt{6}$ Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• $\overline{7}$ Dates of entering securities into uncertificated holdings or despatch of certificates
• $\overline{8}$ Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)
• $\overline{9}$ Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)
• $10¹⁰$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	+ Class

Number	+ Class

Part 2 - Bonus issue or pro rata issue No Issues to be advised

11	holder security approval Is. 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	determine Record date 10 10 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
• 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
• Amount of any handling fee 24 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
• Date rights trading will begin (if 28 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

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_________

Part 3 - Quotation of securities

• 34 Type of securities
• Securities described in Part 1 $(a)$
• All other securities $(b)$

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• 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
• If the securities are equity securities, a distribution schedule of the additional securities 36 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)

38	Number of securities for which quotation is sought		877,500
39	Class of securities for which quotation is sought		Fully Paid Ordinary Shares

$40$ 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
• Reason for request for quotation 41 now
• $42.$ Number and class of all securities quoted on ASX (including the securities in clause 38)

r es

Class Number 32,211,564 IMA Fully paid ordinary shares

End of restriction period

Ouotation agreement

• $\mathbf{1}$ Ouotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the securities to be quoted complies with the law and is not for $\bullet$ 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.

• $\bullet$ 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.

• $\overline{3}$ 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.
• $\overline{4}$ 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:

Rudolf Tieleman Company Secretary

Date: 31 July 2003