IMAGE RESOURCES NL — Share Issue/Capital Change 2016

Jun 7, 2016

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Ground Floor, 23 Ventnor Avenue West Perth WA 6005 Telephone +61 8 9485 2410 www.imageres.com.au ABN 57 063 977 579

8 June 2016

COMPLETION OF MURRAY ZIRCON AND ORIENT ZIRCONIC TRANSACTION

Image Resources NL (“Image” or “the Company”) (ASX: IMA ) is pleased to advise completion of the transaction between the Company and Murray Zircon Pty Ltd and its parent, Guangdong Orient Zirconic Ind Sci & Tech Co., Ltd has occurred.

The Company issued 156,703,542 fully paid escrowed ordinary shares to Murray Zircon which are subject to the restrictions described in the Notice of Meeting announced to the market by the Company on 7 April 2016. Mr Patrick Mutz has assumed his role as Image’s Managing Director. Non-executive directors Mr Robert Besley (also Chair), Mr Chaodian Chen and Mr Fei Wu have been appointed to the Board to join Mr George Sakalidis (Executive), Mr Peter Thomas and Mr Chong Veoy Soo. Mr Collis Thorp is now Chief Development Officer.

As part of the Completion process, Image has fully drawn down the A$4 million secured loan facility provided by Murray Zircon as part of the transaction. The key terms of the loan are described in the Notice of Meeting.

Mr Patrick Mutz, Image’s Managing Director, commented: “The completion of this transaction is a pivotal step for the Company as it transitions from advanced exploration to production through the development of its high grade, high value Boonanarring mineral sands project in the heart of Western Australia’s proven mineral sands district. Combining the available processing equipment, personnel and operational expertise from Murray Zircon with the ready-for-development, high-quality mineral resources and reserves at Boonanarring creates a synergy that bodes well for unlocking shareholder value.”

For further information, please contact:

George Sakalidis Director

M: +61 411 640 337 E: george@imageres.com.au

1

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

IMAGE RESOURCES NL

ABN

57 063 977 579

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Fully paid ordinary shares be issued 2 Number of[+] securities issued or 156,703,542 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +securities (e.g. 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)

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• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes, the shares will, from their date of issue, rank equally in all respects with the existing quoted fully paid ordinary shares of Image Resources NL (Image).
	Issued as consideration for assets being acquired from, and a loan being provided by, Murray Zircon Pty Ltd and for its parent company, Guangdong Orient Zirconic Ind Sci & Tech Co., Ltd, entering into an offtake agreement and prepayment facility agreement with Image, details of which are set out in the announcement released by Image on 8 February 2016 and the Notice of Meetingreleased on7April 2016.
	See item 5 above.
	Yes
	20 November 2015
	Nil

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Nil
	Nil
	156,703,542
	N/A
	N/A
	7.1 – 37,565,550 7.1A – 35,710,367
	8 June 2016

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	216,400,129 156,703,542	Fully paid ordinary shares Fully paid ordinary shares under voluntary escrow for a maximum period of 24 months from the date of issue.
	Number	+Class
	2,600,000	Options exercisable on or before 27 December 2016 at $0.3908per option.
	N/A

Part 2 - Pro rata issue – Not applicable

11 Is security holder approval required? 12 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? 17 Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

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18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	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 offer documents 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)

• See chapter 19 for defined terms.

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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 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) (a) +Securities described in Part 1 (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

• See chapter 19 for defined terms.

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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

• 39 +Class of +securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the[+] issue date 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)

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• See chapter 19 for defined terms.

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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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• 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.

• 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 is not available now, we 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.

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Sign here: ............................................................ Date: 8 June 2016 (Director/Company secretary)

Dennis Wilkins

Print name: ......................................................... == == == == ==

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• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Introduced 01/08/12 Amended 04/03/13 Part 1	Introduced 01/08/12 Amended 04/03/13 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	157,590,129
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	156,703,542 fully paid ordinary shares issued on 8/6/2016 and approved by shareholders on 12/5/2016 17,530,000 fully paid ordinary shares issued on 29/5/2015 and approved by shareholders on 23/7/2015 2,030,000 fully paid ordinary shares issued on 30/7/2015 and approved by shareholders on 23/7/2015 23,250,000 fully paid ordinary shares issued on 9/9/2015 and approved by shareholders on 20/11/2015 Nil
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	357,103,671

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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B”		0.15
		[Note: this value cannot be changed]
Multiply“A” by	0.15	53,565,550

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued 16,000,000 or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 16,000,000

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	53,565,550
Note: number must be same as shown in
Step 2
Subtract“C”	16,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	37,565,550
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 357,103,671 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 35,710,367

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	35,710,367
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	35,710,367 Note: this is the remaining placement capacity under rule 7.1A

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• See chapter 19 for defined terms.

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IMAGE RESOURCES NL

Ground Floor, 23 Ventnor Ave West Perth WA 6005

PO Box 469 West Perth WA 6872 Telephone 08 9485 2410 www.imageres.com.au ABN 57 063 977 579

8 June 2016

ASX Limited 20 Bond Street SYDNEY NSW 2000

By Electronic Lodgement

Dear Sir

IMAGE RESOURCES NL – NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001 (CTH)

This notice is given by the Company under section 708A(5)(e)(i) of the Corporations Act 2001 (Cth) ( Corporations Act ).

Image Resources NL ( Image ) advises that it has issued 156,703,542 fully paid ordinary shares in Image ( Shares ) to Murray Zircon Pty Ltd ( Murray Zircon ) on 8 June 2016 as approved by shareholders of Image on 12 May 2016.

For the purposes of section 708A(6) of the Corporations Act, Image gives notice that:

• (a) the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) as at the date of this notice, the Company has complied with:

• (i) Chapter 2M of the Corporations Act insofar as they apply to Image; and

• (ii) section 674 of the Corporations Act;

• (c) as at the date of this notice, there is no “excluded information” required to be set out in this notice by virtue of sections 708A(7) and 708A(8) of the Corporations Act.

For and on behalf of Image Resources NL

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Dennis Wilkins Company Secretary