IMAGE RESOURCES NL — Share Issue/Capital Change 2004

Jul 4, 2004

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
• $\mathcal{I}$ 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 payment; if convertible for 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

No new issues to be advised

5 Issue price or consideration

• Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)
• $\overline{\tau}$ Dates of entering securities into uncertificated holdings or despatch of certificates

$\bf 8$ Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)

Number	Class

• $\overline{9}$ Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)
• $10¹$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	Class

Part 2 - Bonus issue or pro rata issue

acceptances or renunciations

No issues to be advised

11	security holder approval ls. 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 to. 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 issue sent new documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing оf date for receipt

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

• 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 36 *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 - Terms and Conditions relating to Options attached

Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought

10,087,475

39	which securities for Class of quotation is sought	Options expiring 25 Aug 2006 exercisable at \$0.25 per option
40	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do which the extent to to they participate for the next dividend, οf (in the case trust, a 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	End of restriction period
	(if issued upon conversion of another security, clearly identify that other security)
42	Number and class of all securities quoted on ASX (including the securities in clause 38)	Number 55,632,590	+ Class Ordinary fully paid
		14,910,858	Options expiring on 25.8.2006 exercisable at \$0.25 per option

Quotation agreement

• Quotation of our additional securities is in ASX's absolute discretion. ASX may $\bf 1$ quote the securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the securities to be quoted complies with the law and is not for ٠ an illegal purpose.

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

• An offer of the securities for sale within 12 months after their issue will not ٠ 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.
• $\overline{4}$ 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.

(Company secretary)

Date: 5 July 2004

Sign here:

Print name:

Rudolf Tieleman