IMAGE RESOURCES NL — Share Issue/Capital Change 2012

Dec 6, 2012

IMAGE RESOURCES NL

ABN 57 063 977 579

PROSPECTUS

For the offer of up to 1,000 Shares at an issue price of \$0.20 per Share to raise approximately \$200 (before costs of the offer)

This Prospectus has been prepared for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

Important Notice

This document is important and should be read in its entirety. This Prospectus is a transaction-specific prospectus issued in accordance with Section 713 of the Corporations Act 2001. If you have any queries about any part of the Prospectus, please contact your professional adviser without delay.

The Shares offered by this Prospectus should be considered speculative.

IMAGE RESOURCES NL CONTENTS

	IMPORTANT NOTICES
	PROPOSED TIMETABLE
1.	DETAILS OF THE OFFER	5
2.	PURPOSE AND EFFECT OF THE OFFER	9
3.	ADDITIONAL INFORMATION	10
4.	AUTHORISATION	15
5.	GLOSSARY OF TERMS	29

IMAGE RESOURCES NL CORPORATE DIRECTORY

CORPORATE DIRECTORY

Directors

Mr Peter Thomas - Non-Executive Chairman Mr Peter Davies - Managing Director Mr George Sakalidis - Executive Director

Company Secretary

Mr Dennis Wilkins Ms Fiona Lawe Davies

Principal Place of Business

2^nd Floor, 16 Ord Street WEST PERTH WA 6005 Telephone: +61 8 9485 2410 Facsimile: +61 8 9485 2840

Postal Address

PO Box 644 WEST PERTH WA 6872

Share Registry

Computershare Investor Services Pty Limited* Level 2, 45 St Georges Terrace PERTH WA 6000 Telephone: +61 8 9323 2000 Facsimile: +61 8 9323 2033

Auditors

Somes Cooke* Chartered Accountants Level 1, 1304 Hay Street WEST PERTH WA 6005

Securities Exchange Listing ASX (IMA)

Corporate Advisors to the Company DWCorporate Pty Ltd Ground Floor, 20 Kings Park Road WEST PERTH WA 6005

*These parties are included for information purposes only. They have not been involved in the preparation of this Prospectus.

IMAGE RESOURCES NL IMPORTANT NOTICES

IMPORTANT NOTICES

Potential investors should read this document in its entirety and, if in doubt should consult their professional advisors.

This Prospectus is dated 6 December 2012 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus.

The Expiry Date of the Prospectus is 13 months after the date the Prospectus was lodged with the ASIC. No Shares will be issued on the basis of this Prospectus after the Expiry Date. The Company will apply to ASX for Official Quotation by ASX of the Shares offered by this Prospectus within 7 days after the date of this Prospectus.

In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with Section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that would be included in a prospectus for an initial public offering.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Overseas Shareholders

No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.imageres.com.au or the ASX website. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

Privacy

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company share registry.

You can access, correct and update the personal information that we hold about you. A fee may be charged for access. Access requests must be made in writing to the Company or its share registry.

Collection, maintenance and disclosure of certain personal information are governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

IMAGE RESOURCES NL IMPORTANT NOTICES

PROPOSED TIMETABLE

Lodgement of Prospectus with the ASIC and ASX	6 December 2012
Opening Date of Offer	6 December 2012
Closing Date of Offer	14 January 2013
Expected Date of Official Quotation of Shares	14 January 2013

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates including
the Closing Date, subject to the ASX Listing Rules and Corporations Act, without notice.

$1¹$ Details of the Offer

$1.1.$ The Offer

By this Prospectus, the Company invites investors identified by the Directors to apply for up to 1,000 Shares at an issue price of \$0.20 per Share payable in full on application to raise \$200 (before expenses).

All of the Shares offered under this Prospectus will rank equally with Shares on issue at the date of this Prospectus. Please refer to section 3.1 for further information regarding the rights and liabilities attaching to the Shares.

$1.2.$ Objectives

The Company is seeking to raise only a nominal amount of \$200 (before expenses) under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital.

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to the Shares issued by the Company prior to the Closing Date.

Section 708A(5) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

• the relevant securities are in a class of securities that were quoted securities at all times in the 3 months $(a)$ before the day on which the relevant securities were issued;
• $(b)$ trading in that class of securities on a prescribed financial market on which they were quoted was not suspended for more than a total of 5 days during the shorter of the period during which the class of securities were quoted, and the period of 12 months before the day on which the relevant securities were issued:
• $(c)$ the Company has not been exempted by ASIC from the continuous disclosure provisions at any time during the relevant period referred to in paragraph (b);
• $(d)$ the Company or any person as director or auditor of the body has not been exempted from or received an instrument of modification in relation to the financial reporting provisions at any time during the relevant period referred to in paragraph (b): and
• $(e)$ (relevantly) the Company gives the relevant market operator for the Company a notice that complies with section 708A(6) of the Corporations Act before the sale offer is made.

The Company was voluntarily suspended from 11 July 2012 to 31 July 2012 (inclusive) and 30 October 2012 to 6 November 2012 (inclusive) to allow the Company to comply with its continuous disclosure obligations. Accordingly, the Company has been suspended for more than 5 days during the past 12 months and may not therefore rely on Section 708A(5) of the Corporations Act.

However, further and relevantly, Section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

• $(a)$ the relevant securities are in a class of securities that are quoted securities of the body; and
• $(b)$ either:
• (i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or
• (ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and
• $(c)$ the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

$1.3.$ Background to Capital Raising

Pursuant to approval granted by Shareholders at the Company's general meeting on 6 December 2012 and the Company's 15% placement capacity under Listing Rule 7.1, the Company intends to issue to sophisticated, institutional or otherwise exempt investors 33,500,000 Shares (Capital Raising). The Company intends to issue the Shares the subject of the Capital Raising before the Closing Date of the Offer under this Prospectus.

The purpose of the issue of this Prospectus is to remove any trading restrictions on the sale of any Shares issued by the Company under the Capital Raising.

$1.4.$ Opening and Closing Dates

The Opening Date of the Offer will be 6 December 2012 and the Closing Date will be 5.00 pm WST (2.00pm (WST) for BPAY®) on 14 January 2013. The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be), should it be considered by them necessary to do so, subject to the requirements of the Listing Rules.

$1.5.$ Application

Applications for Shares must only be made by investors at the direction of the Company and must be made using the Application Form accompanying this Prospectus. The Directors reserve the right to issue Shares pursuant to the Offer at their absolute discretion. Accordingly, do not submit an Application Form unless directed to do so by the Directors.

Payment for the Shares must be made in full at the issue price of \$0.20 per Share.

Completed Application Forms and accompanying cheques must be mailed to:

Image Resources NL P.O. Box 644 West Perth. W.A. 6872 Australia

or delivered to:

Image Resources NL Level 2, 16 Ord Street West Perth, W.A. 6005 Australia

Cheques should be made payable to "Image Resources NL" and crossed "Not Negotiable". Completed Application Forms must reach the address set out above by no later than the Closing Date.

If you are paying by cheque, your completed Application Form and cheque must reach the Company's registered office no later than 5:00pm (WST) on the Closing Date. The Company shall not be responsible for any postal or delivery delays.

$1.6.$ Application Form

Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for accepted subscription amount. The Application Form does not need to be signed to be a binding acceptance of your subscription amount.

If the Application Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance of an Application Form as valid and how to construe, amend or complete the Application Form is final.

$1.7.$ Minimum Subscription

There is no minimum subscription for the Offer.

$1.8.$ Underwriter

The Offer is not underwritten.

$1.9.$ Allotment of Shares and Application Money

Shares will be issued only after all Application Money has been received and ASX has granted permission for the Shares to be quoted. It is expected that Shares will be issued on 14 January 2013 and trading of the Shares on ASX is expected to commence on 14 January 2013. Holding statements for Shares issued under the Offer will be mailed as soon as practicable after their issue.

All Application Money received before Shares are issued will be held in a special purpose account for the purpose of depositing Application Money. This account will be established and kept by the Company in trust for each applicant. Any interest earned on the application monies will be for the benefit of the Company and will be retained by the Company irrespective of whether grant takes place and each applicant waives the right to claim any interest.

The Directors will determine the allottees of all the Shares the subject of the Offer in their sole discretion. The Directors reserve the right to reject any application or to allot any applicant fewer Shares than the number applied for.

Where the number of Shares allotted is less than the number applied for, the surplus monies will be returned by cheque as soon as practicable after the Closing Date. Where no allottment is made, the amount tendered on application will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on monies refunded.

$1.10.$ ASX quotation

Application for the Official Quotation of the Shares pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If permission is not granted by ASX for the Official Quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as varied by ASIC), the Company will not issue any Shares and will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus in full.

The fact that ASX may agree to grant Official Quotation of the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares. ASX takes no responsibility for the contents of this Prospectus.

$1.11.$ CHESS

The Company will not be issuing share certificates. The Company is a participant in CHESS for those investors who have a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with separate statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

$1.12.$ Restrictions on the Distribution of the Prospectus

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Shares on the basis of this Prospectus. It is the responsibility of any Applicant to ensure compliance with any laws of a country relevant to their application. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

$1.13.$ Market price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Company's Existing Shares on the ASX, which are on the same terms and conditions as the Shares being offered under this Prospectus, during three months immediately preceding the lodgement of this Prospectus with ASIC and the respective dates of those sales were:

	3 months high	3 month low	Last market sale price
Existing Shares	\$0.325 on 7 September	\$0.18 on 16 November	\$0.185 on 5 December
	2012	2012	2012

$1.14.$ Rights and Liabilities attaching to the Shares

The Shares will rank equally in respect of dividends and in all other respects as Existing Shares. A summary of the rights and liabilities attaching to the Shares is set out in Section 3.1.

$1.15.$ Major activities and financial information

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2012 is in the Annual Financial Report which was lodged with ASX on 1 October 2012.

The Company's continuous disclosure notices (i.e. ASX announcements) since 1 October 2012 are listed in Section 3.4.

Copies of these documents are available free of charge from the Company. Directors strongly recommend that Shareholders review these and all other announcements prior to deciding whether or not to participate in the Offer.

$1.16.$ Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on (08) 9389 2111.

You can also contact your stockbroker or professional adviser with any queries in relation to the Offer.

$2.$ Purpose and Effect of the Offer

$2.1$ Purpose of the Offer

The purpose of this Prospectus is to remove any trading restrictions that may have attached to the Shares issued by the Company prior to the Closing Date.

Under the Offer, an amount of approximately \$200 (before expenses) will be raised. All of the funds raised from the Offer will be applied towards the expenses of the Offer. Refer to section 3.9 of this Prospectus for further details relating to the estimated expenses of the Offer.

$2.2$ Effect of the Offer on capital structure

The effect of the offer on the Company's capital structure, assuming all Shares offered under the Prospectus are issued, is set out below:

Shares	Number
Shares currently on issue	106,655,193
Shares offered under this Prospectus 1	1,000
Shares to be issued pursuant to the Capital Raising	33,500,000
Total Shares on issue on completion of the Offer and the Capital Raising 2	140,156,193

Options	Number
Options exercisable at \$1.1162 on or before 18 December 2014	2,345,000
Options exercisable at \$0.6995 on or before 21 December 2015	95,000
Options exercisable at \$0.3908 on or before 27 December 2016	2,600,000
Options exercisable at \$0.50 on or before 1 June 2015	1,250,000
Options exercisable at \$0.70 on or before 1 June 2016	1,250,000
Options exercisable at \$1.00 on or before 1 June 2016	1,250,000
Options offered under this Prospectus	nil
Total Options on issue on completion of the Offer	8,790,000

Notes:

• Assumes the Offer is fully subscribed. $1.$
• $2.$ Assumes no existing convertible securities are converted or additional securities issued.

$2.3$ Financial Effect of the Offer

After paying for the expenses of the Offer of approximately \$12,171, there will be no proceeds from the Offer. The expenses of the Offer (exceeding \$200) will be met from the Company's existing cash reserves. The Offer will have an effect on the Company's financial position, being receipt of funds of \$200 less costs of preparing and lodging the Prospectus of \$12,171.

$2.4$ Dividend policy

The Directors are not able to say when and if dividends will be paid, as the payment of any dividends will depend on profitability, financial position and cash requirements of the Company.

Additional information $3.$

$3.1$ Rights and liabilities attaching to Shares

$(a)$ General

The Shares to be issued pursuant to this Prospectus are ordinary shares and will, as from their allotment, rank equally in all respects with all ordinary shares in the Company.

A summary of the more significant rights and liabilities attaching to Shares is set out below. The rights attaching to the Shares arise from a combination of the Company's Constitution, statute and general law. The Constitution has been lodged with ASIC. A copy of the Company's Constitution is available for inspection at the Company's registered office during normal business hours.

$(b)$ Reports and Notices

Shareholders are entitled to receive all notices, reports, accounts and other documents required to be furnished to shareholders under the Company's Constitution, the Corporations Act and the Listing Rules.

$(c)$ General Meetings

Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations Act. All members are entitled to a notice of meeting. A guorum for a meeting of members is 2 eligible voters.

The Company will hold annual general meetings in accordance with the Corporations Act and the Listing Rules.

Shareholders are entitled to be present in person, or by proxy, attorney or representative (in the case of a company) to speak and to vote at general meetings of the Company.

$(d)$ Voting

Subject to any rights or restrictions at the time being attached to any class or classes of shares, at a general meeting of the Company on a show of hands, every ordinary Shareholder present in person, or by proxy, attorney or representative (in the case of a company) has one vote and upon a poll, every Shareholder present in person, or by proxy, attorney or representative (in the case of a company) has one vote for any Share held by the Shareholder. In the case of an equality of votes, the chairperson has a casting vote.

A poll may be demanded by the chairperson of the meeting, any 5 Shareholders entitled to vote in person or by any one or more Shareholders holding not less than 10% of the total voting rights of all Shareholders having the right to vote.

$(e)$ Dividends

The Company may pay dividends as the Directors resolve but only out of profits of the Company. The Directors may determine the amount, method and time for payment of the dividend.

$(f)$ Winding Up

Subject to the Corporations Act, the Listing Rules and any rights or restrictions attached to a class of shares, on a winding up of the Company, any surplus must be divided among the Shareholders in the proportion to the shares held by them. Subject to any rights or restrictions attached to a class of Shares, on a winding up of the Company, the liquidator may, with the sanction of a special resolution of the Shareholders:

• $(i)$ distribute among Shareholders in kind the whole or any part of the property of the Company; and
• yest the whole or any part of the assets of the Company in a trustee upon such trust for the $(ii)$ benefit of the members.
• Transfer of Shares $(g)$

Generally, Shares in the Company are freely transferable, subject to formal requirements, and to the

registration of the transfer not resulting in a contravention of, or failure to observe, the provisions of a law of Australia.

Issue of Further Shares $(h)$

The Directors may, subject to any restrictions imposed by the Constitution and the Corporations Act, allot, issue and grant options over further Shares, on such terms and conditions as they see fit.

Directors $(i)$

The existing Directors may appoint a new Director to fill a casual vacancy or as an addition to the Board, but so that the total number of Directors does not at any time exceed 10. Any such Director must retire at the next following annual general meeting of the Company (at which meeting he or she may be eligible for election as a Director).

The Constitution contains provisions relating to the rotation and election of directors. No Director may hold office later than the third annual general meeting after his or her appointment or election without submitting himself or herself for re-election.

Variation of Shares and Rights Attaching to Shares $(i)$

Subject to the Corporations Act, the Company may, with the sanction of special resolution passed at a meeting of shareholders or with the written consent of holders of three quarters of the issued shares. vary the rights and privileges attached to any class of shares.

Changes to the Constitution $(k)$

The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given.

Listing Rules $(1)$

Provided the Company remains admitted to the Official List of the Australian Stock Exchange Ltd, then despite anything in the Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. If as a result of an amendment to the Listing Rules, there is an inconsistency between the Constitution and the Listing Rules, the Company shall, subject to the Corporations Act, do all things necessary to change the Constitution to remove the inconsistency as soon as possible and in any event, at the first general meeting of the Company held after the date on which the relevant amendment the Listing Rules comes into operation.

$3.2$ Nature of this Prospectus

This Prospectus issued under the special content rules for continuously quoted securities in Section 713 of the Corporations Act. This enables listed disclosing entities, such as the Company to issue a prospectus for continuously quoted securities and options to acquire continuously quoted securities with modified disclosure requirements if they satisfy certain requirements. Please refer to section 1.3 for the purpose of the issue of this Prospectus.

The information in this Prospectus principally concerns the terms and conditions of the Offer and the information reasonably necessary to make an informed assessment of:

• the effect of the Offer on the Company; and $(a)$
• (b) the rights and liabilities attaching to the Shares offered pursuant to this Prospectus.

This Prospectus is intended to be read in conjunction with publicly available information in relation to the Company which has been notified to ASX and does not include all of the information included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Shareholders should therefore also have regard to the other publicly available information in relation to the Company before making a decision on whether or not to invest in the Company.

$3.3$ Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules of ASX.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 3.4 below).

$3.4$ Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it, a copy of:

• (a) the Annual Financial Report of the Company for the year ended 30 June 2012, being the last financial year for which an annual financial report has been lodged with ASIC in relation to the Company before the issue of this Prospectus; and
• the following continuous disclosure notices given by the Company to notify ASX of information relating to $(b)$ the Company during the period from the date of lodgement of the Annual Financial Report referred to in paragraph (a) and before the date of issue of this Prospectus are as follows:

Date Lodged	Subject of Announcement
6/12/2012	Results of Meeting
30/11/2012	Results of Meeting
28/11/2012	Change of Director's Interest Notice x 2
20/11/2012	North Perth Basin Project Progress
13/11/2012	Appendix 3Y x 2
12/11/2012	Ceasing to be a substantial holder
7/11/2012	Notice of General Meeting/Proxy Form
7/11/2012	Change in substantial holding
6/11/2012	North Perth Basin Project Feasibility Study Fully Funded
6/11/2012	Reinstatement to Official Quotation
31/10/2012	Quarterly Activities and Cashflow Report
30/10/2012	Annual Report to Shareholders
30/10/2012	Notice of Annual General Meeting/Proxy Form
30/10/2012	Suspension Request
30/10/2012	Suspension from Official Quotation
26/10/2012	Trading Halt
24/10/2012	Amended Investor Presentation
23/10/2012	Investor Presentation
9/10/2012	Appendix 3B
4/10/2012	Boonanarring Development Plans Boosted

The following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the principal office of the Company (details are provided in the Corporate Directory):

• $(i)$ this Prospectus;
• $(ii)$ Constitution; and
• the consents referred to in Section 3.10 and the consents provided by the Directors to the issue of $(iii)$ this Prospectus.

$3.5$ Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

3.6 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Shares under this Prospectus.

$3.7$ Directors' interests

(a) Directors' Holdings

Set out in the table below are details of Directors' relevant interests in the securities of the Company at the date of this Prospectus.

Director	No of Shares	No. of Options
Peter Thomas	2,100,306	1,150,000
Peter Davies	200,000	3,750,000
George Sakalidis	3,026,372	1,600,000

Remuneration of Directors $(b)$

No person has paid or agreed to pay any amount or has given any benefit to any Director to induce them to become, or qualify as a Director or for services provided by the Director, in connection with:

• (i) the formation or promotion of the Company; or
• (ii) the offer of Shares under this Prospectus, except asset out below or elsewhere in this Prospectus.

The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Total directors' fees paid to all non-executive directors is not to exceed \$300,000 per annum.

Remuneration (plus superannuation where applicable) for the Chairman, Mr Thomas, is presently \$60,000 per annum and remuneration for Mr Sakalidis is approximately \$126,955 per annum.

Information regarding the remuneration received by Directors for the preceding two financial years can be found in the 2012 Annual Report.

Mr Davies has entered into a services agreement with the Company with respect to his engagement as Managing Director. Pursuant to that services agreement, Mr Davies is paid a salary of \$300,000 inclusive of superannuation.

(c) Other interests

The Company has entered or agreed to enter into Deeds of Indemnity, Access and Insurance on standard terms with each of its current directors. Those deeds do or will indemnify these Directors in respect of certain liabilities and legal expenses incurred by them whilst acting as Directors and insures them against certain risks they are exposed to as Directors. The Company has paid insurance premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings while acting in the capacity of a Director.

$3.8$ Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
• (b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

DWCorporate Pty Ltd will be paid fees of approximately \$7,500 (plus GST) in relation to the preparation of this Prospectus. In the past two years DWCorporate Pty Ltd has provided company secretarial and corporate advisory services to the Company to a total value of approximately \$30,000.

3.9 Expenses of issue

The estimated expenses of the issue are as follows:

ASIC lodgement fee	2,171.00
ASX quotation fee*	1,500.00
Corporate advisor	7,500.00
Printing, mailing and other expenses	1,000.00
\$Total	12,171.000

3.10 Consents

DWCorporate Pty Ltd, in the capacity of corporate adviser to the Company; has given (and not before the date of this document withdrawn) its consent to be named in this document in the form and context in which it is named.

DWCorporate Pty Ltd:

• has not authorised or caused the issue of this Prospectus; $\bullet$
• has not made, or purported to have made, any statement in this Prospectus or on which a $\bullet$ statement in this Prospectus is based except as set out in this section;
• has not assumed the responsibility for any part of this Prospectus except as set out in this $\bullet$ section and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any material in, or omission from, this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section; and
• makes no express or implied representation or warranty in relation to the Company, this $\bullet$ Prospectus or the Offer.

References to Somes Cooke appear for information purposes only. Somes Cooke has not been involved in, authorised or caused the issue of this Prospectus.

References to Computershare Investor Services Pty Limited appear for information purposes only. Computershare Investor Services Pty Limited has not been involved in, authorised or caused the issue of this Prospectus.

4. Authorisation

Each of the Directors of the Company has consented to the lodgement of this Prospectus in accordance with
Section 720 of the Corporations Act. This Prospectus is signed for and on behalf of Company by:

$P$ $J$ $\Delta$ and

Mr Peter Davies Managing Director Date: 6 December 2012

5. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

Annual Financial Report means the financial report lodged by the Company with ASIC in respect to the year ended 30 June 2012 and includes the corporate directory, Shareholder information, Directors' declaration, financial statements and the notes thereto, of the Company and its controlled entities for the year ended 30 June 2012, together with a Directors' report in relation to that financial year and the auditor's report for the year to 30 June 2012.

Applicant means an investor who applies for Shares pursuant to the Offer.

Application Form means an application form either attached to or accompanying this Prospectus.

Application Monies means application monies for Shares received by the Company.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

Capital Raising means the capital raising referred to in section 1.3 of this Prospectus.

CHESS means ASX Clearing House Electronic Subregister System.

Closing Date means 14 January 2013 or such later date as the Directors may determine.

Company means Image Resources NL ACN 063 977 579

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act (Cth) 2001.

Directors mean the directors of the Company as at the date of this Prospectus.

Existing Shares means a fully paid ordinary share in the capital of the Company on issue as at the date of this Prospectus.

Listing Rules means the Listing Rules of ASX.

Offer means the offer of Shares referred to in section 1.1 of this Prospectus.

Official List means the official list of ASX.

Official Quotation means quotation of Shares on the Official List.

Option means the right to acquire one Share in the capital of the Company.

Prospectus means this prospectus dated 6 December 2012.

Section means a section of this Prospectus.

Shareholder means a holder of Shares.

Share means a fully paid ordinary share in the capital of the Company.

\$ means Australian dollars.

WST means Western Standard Time, being the time in Perth, Western Australia.