IMAGE RESOURCES NL — Share Issue/Capital Change 2005

Aug 10, 2005

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

11 August 2005

The Company Announcement Office Australian Stock Exchange Limited 4^th Floor 20 Bridge Street SYDNEY NSW 2000

Placement - Secondary Sales and Category of Relief

Further to the announcement of 1 August 2005, the Company will today place 3,058,030 ordinary fully paid shares ("Shares") at \$0.33 each raising net proceeds of \$1,009,149.90.

The shares will be issued today in reliance on the relief from the secondary sales restrictions in subsection 707(3) of the Corporations Act 2001 ("Corporations Act") provided in Australian Securities and Investments Commission ("ASIC") Class Order CO 02/1180 ("Class Order"). In accordance with paragraph (5) of Category 1 of the Class Order, the Company notifies ASX that all information of the kind that would be required to be disclosed under subsection 713(5) of the Corporation Act, if a prospectus were to be issued in reliance on section 713 of the Corporations Act, in relation to an offer of the shares has been disclosed to ASX.

Enclosed is an Appendix 3B in relation to the Shares.

Yours faithfully COMPANY SECRETARY

Rudolf Tieleman

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

Ordinary Fully Paid Shares

• 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)
• $\boldsymbol{A}$ 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

3.058.030

Yes

• $\overline{5}$ Issue price or consideration Purpose of the issue The funds will be used to accelerate 6 (If issued as consideration for the geochemical sampling, electromagnetic and acquisition of assets, clearly identify radiometric surveys and drilling programmes on those assets) Image's tenements in the Forrestania-Ravensthorpe region. 11 August 2005
• $\overline{\tau}$ Dates of entering securities into uncertificated holdings or despatch of certificates

Number	Class
59,701,620	Ordinary Fully Paid Shares

		Number	Class
9	Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)	14,249,858	Options exercisable on or before 25.8.2006 at \$0.25 per option
		1,850,000	Options exercisable on or before 27.11.2008 at \$0.335 per option
		2,000,000	Options exercisable on or before 26.11.2009 at \$0.39 per option
		1,035,000	Employee Options exercisable on or before 4.7.2007 af \$0.25 per option
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

quoted on ASX (including the securities in clause 2 if applicable)

Number and class of all securities

$\bf 8$

• 33 cents per share

Part 2 - Bonus issue or pro rata issue

No Issues to be advised

• $11$ $\mathbf{ls}$ security holder approval required? $12⁷$ Is the issue renounceable or nonrenounceable? $13^°$ 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? Policy for deciding entitlements in $17²$ 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

• Amount of any underwriting fee or $21$ 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 - Ouotation of securities

• 34 Type of securities (tick one)
• 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

NO NEW CLASS OF SECURITIES BEING FORMED

35

37

• 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
• 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

$40₁$ 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 neriod

(if issued upon conversion of another security, clearly identify that other security)

Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	+ Class

Quotation agreement

• Quotation of our additional securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 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 $\bullet$ 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 $\bullet$ 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 $\overline{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

(Company secretary)

Print name:

Rudolf Tieleman

Date: 11 August 2005