Image Resources
Annual Report 2022

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ANNUAL REPORT 2022 FOCUSED ON GROWTH & SUSTAINABILITY ABOUT IMAGE RESOURCES Image Resources NL (ASX: IMA) is a mineral sands focused mining company operating an open-cut mine and ore processing facility at its 100%-owned, high-grade, zircon-rich Boonanarring Project, located 80km north of Perth in the infrastructure rich North Perth Basin. Boonanarring Project A uniquely rich and valuable mineral sands project. Social License Integrated into the local community with an environmentally friendly ethos. Operational Performance Demonstrating a solid track record of operational performance. Growth Exciting exploration upside and an enviable portfolio of potential development projects. 2022 HIGHLIGHTS CY2022 Revenue A$172M Project EBITDA A$69M HMC tonnes sold Net profit after tax 187,000T A$15M Environment/Community Growth Projects ATLAS BIDAMINNA YANDANOOKA MCCALLS 50% local workforce Renewable Energy 25% of power requirements through solar energy FOCUSED ON GROWTH & SUSTAINABILITY CONTENTS Our Approach Projects with Growth Potential Mineral Sands Products Chairman’s Report Managing Director’s Report Review of Operations Environmental, Social & Governance (ESG) Mineral Resources and Ore Reserves Statement Financial Report Directors’ Report Remuneration Report ASX Additional Information Corporate Directory 2 4 6 8 10 14 24 PROJECTS WITH GROWTH POTENTIAL MINERAL SANDS PRODUCTS 4 28 36 37 42 84 89 6 REVIEW OF OPERATIONS ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) 14 24 MINERAL RESOURCES AND ORE RESERVES STATEMENT FINANCIAL REPORT 28 ABN 57 063 977 579 36 Image Resources NL | Annual Report 2022 1 OUR APPROACH To successfully and responsibly advance our projects, in a sustainable manner, for the benefit of our key stakeholders including shareholders, employees and the communities in which we operate. Image Resources has demonstrated its credentials to successfully develop mineral sands projects in a sustainable and responsible manner for the benefit of all stakeholders. The Boonanarring project was developed on time and on budget; delivering profits of over $80 million over the first four years of operations. Strong cashflows enabled the company to pay significant dividends in 2021 and 2022. The Company encourages a positive, inclusive and safe work culture. As well as receiving competitive remuneration, all employees are entitled to participate in annual bonus programmes and the employee share plan. The use of solar power at Boonanarring provides Image with green credentials and positions the Company as one of the very few mining companies in Australia to directly utilise solar energy to offset a substantial portion of its grid based energy supply, thereby significantly reducing carbon emissions. The Company is also assisting local landowners in their efforts to establish carbon sequestration field trials in conjunction with Murdoch University. In calendar year 2022 Image engaged with Sunrise Energy Consortium to seek support to establish a hydrogen production facility at Boonanarring. FOCUSED ON SUSTAINABILITY SOCIAL LICENSE AND COMMUNITY Integrated into the local community with an environmentally friendly ethos. 2. REHABILITATION Once mining is complete, overburden is returned (as required), topsoil is replaced and the land is re-seeded. 4. TRUCKING HMC trucked to Bunbury port. 1. MINING Classic dry, open-cut mining utilising standard truck and shovel fleet. 3. PROCESSING 3.7Mtpa conventional wet concentrate plant producing a high-quality HMC. SOLAR FARM 25% of power requirements for Boonanarring supplied as renewable solar energy. 5. SHIPPING Bulk shipments to China out of Bunbury WA under life-of-mine offtake contracts based on market prices. OUR PROCESS Your company has taken the bold step of successfully demonstrating concurrent mining and mine rehabilitation of an initial 13 hectare area and in 2022 another 9 hectare area of the Boonanarring mine, including re-establishment of the vegetation. 6. GLOBAL MARKETS FOR MINERAL SANDS Zircon and titanium contained in Image HMC is further processed into final products with a wide range of applications globally. 2 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 3 WESTERN AUSTRALIA Yandanooka Atlas Bidaminna McCalls Boonanarring North Perth Basin Perth PROJECTS WITH GROWTH POTENTIAL The Company’s growth strategy reiterates the original plan outlined in the 2017 Bankable Feasibility Study (“BFS”) of completing mining at Boonanarring and then relocating to Atlas, and the potential development of a standalone dredge mining operation at Bidaminna, but has now been expanded to include studies aimed at demonstrating the viability of the following: • Development of an initial dry mining and processing operation at 100%-owned Yandanooka project (or alternatively Durack and later others) in the Eneabba Tenements area, with potential for 10+ year mine-life; • Development of hydraulic mining and processing operations at 100%-owned McCalls project with potential 50+ year mine-life; • Construction of a Mineral Separation Plant (“MSP”) to capture the value-adding advantages of separating HMC into final products (including by-products such as monazite) and expanding the Company’s market reach geographically, as well as capitalising on the opportunity for effective post-mining use of the land and installed infrastructure at Boonanarring; and, • Potential for the construction of a Synthetic Rutile (“SR”) production facility in the vicinity of the MSP, for the value-adding and market-expanding upgrading of ilmenite from Bidaminna and McCalls to ‘green’ SR by using hydrogen as the iron reductant. This strategy (“Chapter 2”) is designed to see Image transition from a one-operation, one-product company, to multiple-operations with multiple products and an expanded customer base globally. Chapter 2 is only possible due to the strategic acquisitions completed in CY2022, which now provides Image the opportunity to expand its position in the mineral sands industry, to the benefit of all stakeholders. ATLAS The Company’s next dry mining project development once Boonanarring production is complete. BIDAMINNA YANDANOOKA MCCALLS A potential stand-alone dredge mining production centre. Potential to be developed in parallel with Atlas as another dry mining operation. A large resource with multi- decade potential. Reserve Resource Resource Resource 5.5 Million Tonnes at 9.2% HM. 109 Million Tonnes at 2.7% HM. 61 Million Tonnes at 3.0% HM. 5.8 Billion Tonnes at 1.4% HM. 11.9% Zircon, 7.9% Rutile, 4.9% Leucoxene, 53% Ilmenite, 1.1% Monazite. Location 160km north of Perth. 4.9% Zircon, 4.0% Rutile, 12% Leucoxene, 72% Ilmenite, 0.33% Monazite. 12.1% Zircon, 3.5% Rutile, 3.6% Leucoxene, 70% Ilmenite. 4.7% Zircon, 2.4% Rutile, 3.0% Leucoxene, 79% Ilmenite. Location Location Location 100km north of Perth in the North Perth Basin. 275km north of Perth in the Eneabba mineral sands mining district. 20km north east of Boonanarring. Expected Mine Life Expected Mine Life Expected Mine Life Expected Mine Life 3 years with potential to extend. Potential for at least 10 years mine life. Potential for 10+ years mine life (with other resources at Eneabba potentially contributing to mine life extensions). Potential for 50+ year mine life operation. About the project Currently in the final stages of the approval process. Mining scheduled to commence 2H CY2023 followed by processing late CY2023. About the project About the project About the project Long mine life project containing high quality TiO2 that could support the introduction of a mineral separation plant with the TiO2 being suitable for Synthetic Rutile feed. Currently in feasibility. Currently under review with the potential to be developed in parallel with Atlas as another dry mining operation. Location on cleared agricultural land (in the Eneabba Tenements area) and the location is expected to simplify the development and approval process. A very large resource close to existing Image infrastructure with multi-decade potential, currently at scoping study stage. 4 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 5 TiO2 TITANIUM DIOXIDE ZrO2 ZIRCON PAINTS & COATINGS Paint coatings | Plastic and ceramics | Pigments in paints COSMETICS Brightening skin | Hiding blemishes NANOMATERIAL Sunscreen | Self-cleaning windows | Solar Cells PLASTICS AND PAPER Wide range of everyday products. FOUNDRY CASTINGS Sand casting | Investment casting | Mold coating REFRACTORIES Linings for glass | Metal furnaces | Fibres | Nozzles | Slide gates | Valves OTHER Zirconia | Catalysts | Medical equipment | Sporting equipment CERAMICS Floor and wall tiles | Sanitary ware | Cookware MINERAL SANDS PRODUCTS ENRICHING DAILY LIVING 6 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 7 CHAIRMAN'S REPORT Image achieved its market guidance on HMC sales and project operating costs for the year and capitalised on continuing higher commodity prices and favourable AUD:USD foreign exchange rates to end the year with a strong cash balance and debt-free position, even after paying a second annual dividend of two cents (fully franked) and completing two strategic acquisitions (valued at A$36 million) from cash reserves. Dear Shareholders, On behalf of your Board of Directors, I am pleased to report your Company has completed another successful and profitable year of operation, bolstered by continuing strong commodity prices and despite significant new challenges of a tight labour market and significant inflationary pressures on top of continuing impacts from COVID-19. I am delighted to report Image completed its fourth full year (CY2022) of mining operations and heavy mineral concentrate production (HMC), with very positive economic results, albeit slightly lower than achieved in CY2021. CY2022 ended with a strong, debt-free cash position of A$53m in the bank, even after paying a second annual dividend of 2 cents per share (fully franked) in April 2022 for a total of A$20 million (less dividend reinvestment of A$6.8m), and cash payments totalling $36m for two strategic acquisitions which added some six billion tonnes of Mineral Resources to the Company’s mineral sands portfolio. Your Company Directors are committed to promoting continuous improvement in the areas of the health, safety and well-being of our employees, contractors, their families and members of the local community. I am pleased to report our operating team, including contractors and exploration crews, reported only a single lost-time injury for CY2022. KEY HIGHLIGHTS Total Revenue $172M A A$179M CY21 Project EBITDA $69M A A$75M CY21 Net Profit after Tax $15M A A$19M CY21 Your Company continues to focus on being proactive in protecting the environment, actively engaging and supporting local communities and stakeholders and striving to improve corporate governance. In CY2022, we took steps to adopt a formal environmental, social and governance (ESG) reporting framework, which will be used to highlight our informal approach to ESG which started five years ago. Our focus on ESG began with the decision in 2018 to utilise solar energy to offset greenhouse gas emissions from operations, and this continued with operations in CY2019 and through CY2022. An inaugural ESG sustainability report is scheduled to be published in CY2023 which will incorporate ESG metrics captured annually for CY2019 through CY2022 to show actual trends and the effectiveness of our informal ESG efforts. CY2022 included some special challenges, including actions requiring the Company to defend itself against a 249-D action filed by our biggest shareholder. The action was designed to remove three directors from the then-current board and replace them with 3 new directors aligned with the largest shareholder. Thanks to the very strong support of shareholders, the 249-D actions were defeated and no changes to the Board occurred as a result of the proposed action. Subsequently, in an effort to realign the interests of our biggest shareholder with the Company’s interests for the longer term, a director seat was added to the Board for a director to be nominated by the largest shareholder. In addition, our second largest shareholder opted to change its nominated director. During the year, your Company also adopted a new longer-term growth and sustainability strategy, which was made possible by the strategic acquisitions of the Eneabba Tenements and McCalls project early in CY2022. These new projects provide a large base of over 6 billion tonnes of Mineral Resources to potentially build several longer-term production centres as well as provide the justification for considering a mineral separation plant. In addition, ilmenite from our Bidaminna and McCalls projects is anticipated to meet the specifications of high- quality feedstock for the production of synthetic rutile. On behalf of your Board, I want to thank and congratulate all our employees, contractors and consultants on completing another year of successful and profitable results. I also want to acknowledge the strong leadership of our senior executive team under the direction of our Managing Director Mr Patrick Mutz. Collectively, our Image Team has successfully navigated the Company through challenging times and built a solid base for the next stage of growth and sustainability. I also want to thank my fellow Directors for their leadership and guidance to direct the Company through these continuing challenging times. Finally, on behalf of the Board and employees of your Company, I want to say thank you to all our shareholders for your continuing support. Robert Besley Non-Executive Chairman 8 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 9 MANAGING DIRECTOR’S REPORT Completion of a fourth full year of profitable operations at Boonanarring was highlighted by continuing strong commodity prices and favourable AUD:USD foreign exchange rate. While day-to-day activities and future project development efforts were challenged significantly by continuing COVID restrictions, a tight labour market and spiralling inflation, significant progress was made in shifting the focus to longer term growth and sustainability. A key component of this progress was the completion of a second strategic acquisition of the McCalls mineral sands project located near current operations at Boonanarring, with potential for one or more multi-decade mining operations. Dear Shareholders, Your Image Team has proudly delivered its fourth year of profitable results. While the mix of challenges was greater than in the past years, the overall results of production, sales and cost control were sufficiently positive to allow the Company to continue to take full advantage of favourable commodity prices. Strong economic performance continuing from the previous year allowed our Board of Directors to pay a second annual dividend, this time fully franked. Importantly, your Team has shifted its focus to growth and sustainability, with emphasis on future project development which includes the transition of operations to Atlas as well as advancing pre- development activities at Bidaminna to progress towards multi-operations status. I am honoured to report your Image Team (operations, exploration, development and corporate) has continued to deliver positive results, despite new challenges on top of continuing COVID restrictions. Our operational team has risen to the challenge of adjusting to the upcoming, planned and scheduled completion of mining at Boonanarring in CY2023. Consequently, focus expanded to extending mining as long as practicable to minimise the gap in heavy mineral concentrate (HMC) production during the relocation of mining and processing equipment to Atlas. The achievement of access to mine the southern extension of Boonanarring in Block ‘D’ was a positive step to extend mining. This required a modification to the mining plan to mine additional ore commencing in Q4 2022. As the heavy mineral (HM) ore grade in this extension area was lower than ore in Block ‘C’, HMC production in Q4 was lower than originally planned and as a result, HMC production of 177kt for CY2022 was slightly below guidance for the year. KEY HIGHLIGHTS $0.02 A fully franked dividend paid in CY22 $36M A on strategic acquisitions of Eneabba and McCalls Projects Atlas mining scheduled to commence 2H CY23 On the other hand, project operating costs were in line with guidance at A$108m, despite significant inflationary pressure on costs in particular the rise and fall adjustment to mining costs due to rising fuel and labour costs. HMC sales were also in line with guidance at 187kt, with sales revenue benefitting from continuing strong commodity prices that only weakened slightly in Q4. While the zircon content in the HMC decreased during the year, its effect on HMC pricing was largely negated by a declining (more favourable) AUD:USD foreign exchange rate. Consequently, realised prices remained fairly steady and averaged over A$900 per tonne for the year. The net result of meeting HMC sales guidance and successfully controlling costs, was completing the year with a healthy revenue-to-cost ratio of 1.7:1, having A$53 million cash in the bank with zero debt, and NPAT of A$15.2 million. The cash balance at end of year was strong despite the payment of a fully franked dividend of $0.02 per share in April for a total cost of A$21m (less dividend reinvestment credits of $7m), and cash payments for the strategic acquisitions of the Eneabba Tenements and McCalls Project for a total of approximately $36m. During the year, your Team also made significant progress towards the adoption of a formal ESG reporting framework with the support of BDO Advisory. However, this was not the start of Image’s ESG journey. That journey began back in 2018 with plans to install a solar farm at Boonanarring despite having full access to grid power. The solar farm continues to provide 25% of total electricity requirements at Boonanarring. Image’s informal ESG focus continued into CY2019 (first full year of mining) with the collection of critical operational data to determine GHG emissions, water usage, waste generation and tailings management. Consequently, as the Company approaches the publication of its inaugural ESG and Sustainability Report in CY2023, the report will demonstrate Image’s early informal adoption of ESG principles, through the inclusion of annual non- financial ESG operational and business metrics back to the beginning of CY2019. The Company continues to focus on maintaining its social licence to operate by focusing on protecting the health, safety and well-being of our employees, consultants, contractors, visitors and members of the local community; protecting the environment; providing local employment; cultivating positive landowner and community relations; engaging with local Aboriginal groups on heritage issues and job opportunities and providing support for local business and not-for-profit organisations. 10 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 11 The Company’s safety efforts are tracked and measured through the forward-looking practice of collating positive performance scoring (PPS) from safety audits, as well as a 12-month rolling average total reportable incident frequency rate (TRIFR). PPS scoring remained positive throughout the year and a TRIFR of 4.6 (per million hours worked) at the end of December 2022; down from 7.2 at the end of December 2021. The Company reported one lost-time injury for the full year. Image also supported field trials conducted by local landowners with university collaboration, to determine optimum clay and compost ratios to improve the soil matrix to enhance carbon sequestration while increasing crop yields. The Company also remains in discussions with the Sunrise Energy Consortium on its ambitions to potentially install a green hydrogen fuel production and dispensing facility at Boonanarring after mining is complete. Another area of significant progress during CY2022 was with the development of a longer-term growth strategy which has been adopted by the Board of Directors. A new strategy was only possible following the strategic acquisitions of the Eneabba Tenements and McCalls Project completed during the year. The vision of the new strategy is for the Company to transition from a single mining operation, with a single product, marketed in a single geographical jurisdiction (Chapter 1), to multiple operations, selling multiple products, in multiple jurisdictions globally (Chapter 2). A broad outline of the strategy includes the following ambitions: • Finalising mining at Boonanarring and transitioning to production at Atlas (completion of Chapter 1); Chapter 2: • • • • • Positive feasibility study on Bidaminna for potential development as standalone dredge mining operation independent of dry mining operations; Feasibility study on Yandanooka (Eneabba Tenements) for potential standalone dry mining operation; Feasibility studies on McCalls for potential standalone hydraulic mining project with high economy- of-scale and potential for one or more multi-decade mining operations; Feasibility study for construction of mineral separation plant (MSP); and Studies to determine feasibility of synthetic rutile production from ilmenite from Bidaminna and McCalls. The vision of the new strategy is for the Company to transition from a single mining operation, with a single product, marketed in a single geographical jurisdiction (Chapter 1), to multiple operations, selling multiple products, in multiple jurisdictions globally (Chapter 2). I want to thank our CFO Mr John McEvoy, our COO Mr Todd Colton and Executive Advisor Mr George Sakalidis as key members of the senior executive team, for their unwavering support of Image’s objectives since we embarked on our collective journey in 2016. I am also most grateful for the support of all our valued employees, contractors and consultants that make up our Operating and Development teams. This gratitude extends to our offtake partners, local landowners and community members in the areas that we are active. Finally, I wish to thank our Board of Directors and all our shareholders for their continuing patience and support during another challenging year. The Image Team and I look forward to continuing the journey and transitioning from Chapter 1 humble beginnings with a single mining operation and single product, to Chapter 2 aspirations of multiple operations with multiple products and growing into a sustainable long-life mining company. Patrick Mutz Managing Director 12 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 13 KEY HIGHLIGHTS Ore Processed 3.4MT HMC Produced 177,200T HMC Sold 187,000T Revenue $172M A Operating Costs $103M A Project EBITDA $69M A Image Resources NL (“Image” or “the Company”) completed its 4th full year (CY2022) of successful operations at the Company’s 100%-owned, high-grade, zircon-rich Boonanarring mineral sands project in the North Perth Basin, located 80km north of Perth. The Company met its market guidance in all areas except heavy mineral concentrate (“HMC”) production which was 2% below the guidance range due to the mining and processing of lower grade ore in Q4. Importantly, guidance on project operating costs was met despite significant inflationary pressures and other cost rises affecting all areas of the business including mining, logistics and labour. CY2023 is scheduled to be a year of transition with the relocation of mining and processing operations from Boonanarring to Atlas whilst continuing to advance studies and pre-development efforts on the Company’s 100%-owned Bidaminna project as a standalone dredge mining operation, as well as new projects associated with the strategic acquisition of the Eneabba Tenements and McCalls project in CY2022 which added substantially to Image’s potential future project development opportunities. 2022 IN REVIEW Operations CY2022 was another successful year for the Company, and the 4th full- year as a profitable Australian mining company. In Q2, Image paid its second annual dividend of A$0.02 per share fully franked, on the back of almost A$80 million cash on hand and a debt free position at the end of CY2021. The March 2022 Quarter was marked by a number of other key events including very strong shareholder support in defence against an action by the Company’s largest shareholder (under section 249D of the Corporations Act 2001 (Cth)) (“249D action”), to remove three Directors from the Board and replace them with three new Directors aligned with the largest shareholder. The 249D action was defeated as a result of very strong shareholder support at an extraordinary general meeting of shareholders on 24 March 2022. More than 96% of shareholders who cast a vote, voted against the 249D action and in support of the three then-current Image Directors remaining on the Board. Two other key events during the March Quarter were the strategic acquisitions of the Eneabba Tenements and the McCalls project, located in the North Perth Basin near Image’s other mineral sands projects. These new projects have transformed Image’s mineral sands portfolio to one with potential for multiple, multi-decade operations, and the opportunity to grow the Company into a sustainable, long-life multi- operation mining company. The March quarter was also highlighted by a 6% QoQ increase in average realised HMC prices to a record quarterly high of A$961/tonne. Image engaged in a cost- sharing arrangement with Mineral Technologies (“MT”) in late CY2021 for the construction and operation of a demonstration-scale wet concentration plant (“WCP”) located at Boonanarring. Construction was completed in Q1 2022 to demonstrate MT’s ground-breaking CT1 heavy mineral separation technology. CT1 technology advantages include a smaller footprint compared to conventional spiral separation technology and the ability to operate at higher solids content in the slurry feed. Operation of the demonstration plant continued through Q4 2022 and was deemed to have successfully demonstrated its design advantages at comparable metallurgical recoveries. The technology is now being considered for commercial scale use at the Company’s Atlas and Bidaminna projects. In Q2 2022, a Standstill Agreement was signed with the Company’s largest shareholder and associates to refrain from further 249D actions for at least 14 months in exchange for a nominated director Board seat and access to 50% of HMC production through Image’s existing offtake partners at full market- based pricing. During Q2 2022, zircon and ilmenite prices both increased a further 5%, although average HMC realised prices declined QoQ due to lower zircon content in the HMC. REVIEW OF OPERATIONS ALLOYS, CERAMICS & LININGS Zirconium resists water and most acids, and applications include steel alloys, ceramics and linings in nuclear reactors. ZrO2 14 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 15 The Boonanarring project generated EBITDA of approximately A$69 million in CY2022 (CY2021: A$75 million). Lower HMC sales guidance for CY2023 of 110-120kt HMC and forecast for CY2024 of 220-250kt, reflects the anticipated completion of mining and processing at Boonanarring in Q3 2023, before relocating mining and ore processing operations to Image’s 100%-owned Atlas deposit which is currently under final development planning and permitting. Mineral Sands Commodity Prices and FX Boonanarring HMC pricing is based on the underlying content of zircon (as % ZrO2+HfO2) and titanium dioxide (as % TiO2) in the HMC and benchmark market prices for the various products (zircon, rutile, and ilmenite) at appropriate quality specifications, with the majority of the value of Boonanarring HMC derived from the zircon content. After starting to increase in Q1 2021, benchmark market prices for zircon continued to strengthen on a quarterly basis through the remainder of 2021 and continuing through Q3 2022 before declining slightly in Q4 2022, resulting in an overall increase of 56% from start of CY2021 to end of CY2022. Similarly, benchmark prices for ilmenite benchmark market prices rose steadily from Q1 2021 through Q3 2022 before declining in Q4 2022, and with an overall increased 55% from start to of CY2021 to end of CY2022. CY2022 saw a decline in average zircon content of ore mined at Boonanarring, and therefore in HMC sold. The content of zircon (as % ZrO2+HfO2) after averaging roughly 22% in the HMC for Q1, declined to roughly 17% in Q2, and declined further to 14% and 15% respectively in Q3 and Q4 2022. Average zircon grades are expected to increase somewhat in CY2023 as we complete mining in Block D and move back to the final sections in Block C. Throughout Q2, the Company was also focussed on securing land access for the possible extension of Boonanarring operations beyond the otherwise planned closure in Q1 2023. As a result of these efforts, on 9 September 2022, Image announced the execution of a land lease agreement to extend mining at Boonanarring by 3-4 months to the end of Q2 2023. In September 2022, the Company announced underlying EBITDA of A$40.6 million (1H 2021: A$29.3 million) an after-tax profit of A$17.9 million for the half year ended 30 June 2022 (2021: A$2.9 million) with the increase in profit compared to the prior half-year driven by higher zircon and ilmenite prices combined with a lower (more favourable) AUD:USD foreign exchange rate, partly offset by cost inflation including higher diesel, parts and labour costs. The December quarter was highlighted by the release of an Atlas Project Ore Reserve Update (refer ASX release dated 21 December 2022). Subject to receipt of relevant approvals, mining at Atlas is scheduled to commence 2H 2023 and HMC production in Q4 2023. HMC sales are fully committed under existing HMC offtake agreements at market-based pricing. In December, the Company also provided an update on the Bidaminna feasibility study indicating results of the study were delayed into CY2023. Full Year Results Total HMC sales for CY2022 were 187kt compared to 293kt in CY2021 due to reduced overall production at Boonanarring, with lower production mainly driven by declining average HM ore grades, reflecting the progression of mining to the southern end of Block C and Block D at Boonanarring, with lower HM grades including lower zircon grades in Block D. The average HMC realised price for the full year was A$917 per tonne (CY2021: A$611/t) reflecting higher average zircon and ilmenite benchmark market prices compared to CY2021. Lower sales volumes, at higher average realised prices resulted in revenues for CY2022 being broadly in line with CY2021 at A$172 million (CY2021: A$179 million). Higher benchmark market prices for contained zircon and ilmenite in HMC sold, combined with a lower (more favourable) AUD:USD exchange rate were the main reasons for a significant increase in average HMC realised price in CY2022. This was only partially offset by lower average zircon grades in the HMC. The average realised price per tonne of HMC sold in CY2022 was A$306/t higher (50% higher) than the average price in CY2021 (A$917/t vs A$611/t). FOCUSED ON GROWTH & SUSTAINABILITY Zircon Benchmark Price (US$/tonne) Corporate 2,400 2,200 2,000 1,800 1,600 1,400 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Ilmenite Benchmark Price (US$/tonne) 430 390 350 310 270 230 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Sales revenue for the year was A$172 million (2021: A$179 million) with project operating and selling costs of A$103 million (2021: A$97 million) and with full-year CY2022 project EBITDA of A$69 million (2021: A$75 million). During CY2022 the Company generated a Net Profit After Tax (“NPAT”) of A$15.2 million (2021: A$19.4 million) for a total NPAT of approximately A$80 million for the first 4 full years of operations. As at 31 December 2022, Image had a healthy cash position of A$53.4 million (2021: A$79.8 million), after outlaying $37.4 million for project acquisitions, including indirect costs, (Eneabba and McCalls), $12.8 million in dividends and $14.1 million in income tax. For CY2022, the Company generated net cash flow from mine operating activities of A$65.0 million (2021: A$82.8 million). 16 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 17 GROWTH AND SUSTAINABILITY Growth Strategy The Company’s original operating strategy and plan outlined in its 2017 Bankable Feasibility Study (“BFS”) was to mine and process all available Ore Reserves at Boonanarring and then to self-fund the relocation of the mining fleet and processing facilities to Atlas. That strategy and plan is still active and operating as outlined, with completion of ore processing at Boonanarring scheduled for the end of Q2 2023 and mining currently forecast to commence at Atlas in Q4 2023. However, with the changes to Image’s mineral sands portfolio with the strategic acquisition of the Eneabba Tenements and McCalls project, a new strategy of growth and sustainability has been adopted. The original strategy of Boonanarring and Atlas is referred to as ‘Chapter 1’, and the new growth and sustainability strategy is referred to as ‘Chapter 2’. The acquisition of the Eneabba Tenements and McCalls project served to substantially increase Image’s 100%-owned projects for potential development and substantially boosted the Company’s total Mineral Resources. Following completion of the strategic acquisitions of the Eneabba Tenements and the McCalls project in H1 2022, the Company commenced work on the assessment of the Mineral Resources acquired, as well as securing or transferring necessary access agreements for exploration. In addition, in Q4, work commenced on the preliminary assessment of Yandanooka and Durack projects as part of the Eneabba Tenements, for determination as to which project amongst the Eneabba Tenements may be most suitable for fast-track development. Similarly, in Q4 2022, work commenced on the preliminary assessment of the McCalls project to outline plans for securing land access for further delineation drilling and bulk sample collection for the purposes of wet plant recovery, mineral separation testing and later synthetic rutile (“SR”) testing. Testing by previous owners suggests the Eneabba Tenements have the potential for dry mining of very shallow mineralisation, utilising conventional recovery techniques such as the existing equipment used at Boonanarring. On the other hand, the McCalls Project will be evaluated to determine the viability of using hydraulic mining to mine the thick and broad seams of shallow mineralisation containing high quality ilmenite, likely suitable as a long-term feedstock supply for chloride slag or SR production. The McCall project also provides the opportunity for Image to consider becoming a potential SR producer using more environmentally friendly processing techniques than those used by existing producers, representing a potential long-term competitive advantage. The Company's simple business model has delivered strong returns over the first four years of operations. Chapter 1 strategy involves a single mining operation and a single product (HMC) sold into a single geographical jurisdiction (China). Chapter 2 centres on the development of potential multiple simultaneous operations and multiple products sold into multiple geographical jurisdictions. Chapter 2 activities commence with studies aimed at demonstrating economic viability and leading to the following: • • Finalisation of pre-feasibility study (“PFS”) and subsequent definitive feasibility study leading to the development of a standalone dredge mining operation at Bidaminna, to be operated in parallel with dry mining operations. Feasibility study leading to the development of initial dry mining and processing operations at 100%-owned Yandanooka project in the Eneabba Tenements area, with potential for follow-on operations using the same capital equipment for dry mining and processing operations at Durack and later other projects in the area. • • • Studies leading to the potential development of hydraulic mining and processing operations at 100%-owned McCalls project to be operated in parallel with dry mining and dredge mining operations. Studies leading to the construction of a Mineral Separation Plant (“MSP”) to capture the value- adding advantages of producing individual mineral sands products (including by-products such as monazite) and expanding the Company’s market reach geographically, as well as capitalising on the opportunity for effective post-mining use of the land and installed infrastructure at Boonanarring; and, Studies leading to the potential for construction of an SR production facility in the vicinity of the MSP, for the value-adding and market- expanding upgrading of ilmenite from Bidaminna and McCalls to ‘green’ SR by using hydrogen as the iron reductant. FOCUSED ON GROWTH & SUSTAINABILITY 18 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 19 In July 2022, the Company provided a Mineral Resources Update for West Mine North, part of the Eneabba Tenements (refer to the Company’s ASX release dated 29 July 2022). In December 2022, the Company provided an Ore Reserves Update for Atlas (refer to the Company’s ASX release dated 21 December 2022). Exploration activities focussed on the search for new mineralisation included aeromagnetic surveys and follow-on drilling at Woolka South and Bidaminna Northwest for mineral sands and continuing but limited drilling at Erayinia and King for gold. Drilling results at Woolka South and Bidaminna Northwest are pending. Infill drilling at Erayinia in 2022 resulted in a number of significant gold intersections mainly within the central part of the northern mineralised zone, which was previously sparsely drilled (refer to the Company’s ASX release dated 18 January 2023). Several intersections are open at depth and will be followed up with deeper RC drilling in 2023. Atlas Development Bidaminna Pre-Development Exploration The Bidaminna Project is also 100%-owned and is currently under feasibility study as a potential stand- alone production centre, to be operated in parallel with dry mining operations. Bidaminna is located 100km north of Perth and 20km northwest of the Boonanarring project. Heritage clearances for drilling at Bidaminna were delayed in H2 2021 and Q1 2022. Appropriate clearances were finally provided late in Q1 2022 and drilling, for geotechnical information to support the ongoing PFS being conducted by IHC Mining (formerly known as IHC Robbins), was completed in Q2 2022. Drilling to upgrade the Mineral Resources was also completed in Q2. However, due to delays with sample analyses because of worker shortages at the commercial laboratories, the updated Mineral Resources estimate has been delayed into Q1 2023, and consequently the PFS results have been similarly delayed into CY2023. The Company’s portfolio of tenements is predominantly focussed on mineral sands, except for four contiguous exploration licences and prospecting licences with a focus on gold. The total area of all tenements is 1,704 square kilometres. All tenements are located in Western Australia and all mineral sands tenements are located in the North Perth Basin. The gold tenements are located approximately 120km southeast of Kalgoorlie. As Image is an established mining company, exploration activities in CY2022 have been largely focused on the development of known Mineral Resources, with limited exploration focusing on identifying new mineralisation. In March 2022, the Company released a Mineral Resources Update on the Eneabba Tenements (refer to the Company’s ASX release dated 11 March 2022). In May 2022, the Company released a Mineral Resources Update for the McCalls project (refer to the Company’s ASX release dated 20 May 2022). The Atlas Project is 100%-owned and was included as part of Image’s BFS published in 2017. It is contemplated to be mined following the conclusion of mining at Boonanarring and is currently progressing through final stages of development planning and permitting. Atlas is located approximately 160km north of Perth (80km north of Boonanarring). The plan outlined in the BFS was for the WCP and associated equipment, infrastructure, and mining operations to be relocated from Boonanarring to Atlas when mining and processing at Boonanarring is complete. On 21 December 2022 the Company released an Atlas Project Ore Reserve Update (refer to the Company’s ASX release dated 21 December 2022). The Ore Reserve is limited to the southern section of the overall Mineral Resources footprint, due to potential heritage, native vegetation, and flora issues in the north. Current plans are to complete construction and commence mining at Atlas in H2 2023 and with first HMC production in Q1 2024. Development and construction is expected to be funded from internal cash reserves with the Company maintaining its current debt-free position. Atlas is currently progressing through the final approval process, with the Environmental Review Document submitted in December 2022 for public comment. Current estimate for the grant of approvals for Atlas is mid- CY2023. The 100%-owned Hyperion and Helene projects are located to the immediate north of Atlas and are potentially within economic pumping distance from the proposed location of the Atlas WCP. Both projects are being assessed as part of the overall plan to extend the mine life in the Atlas area. 20 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 21 BUSINESS RISKS The Company has recently updated its detailed risk review resulting in an amended risk profile and inherent risk ratings for what are considered significant potential risks to the Company. The completion of the Boonanarring project, including rehabilitation, and development of the Atlas Project are characterised as having significant inherent risk, and may not be successful. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties of which Image is not aware or that Image currently considers to be immaterial may also adversely affect the business, financial condition, results of operations or prospects. Each risk area has been rated for residual risk after adjusting for controls and treatment actions. Key risks with residual ratings of either Very High or High associated with business strategies, and prospects for future financial years include: Risk Residual risk rating Description 1. Approvals, Licenses Very High and Permits 2. Financial Stability High and Funding 3. Counterparty Risk (Offtake Contracts) High The Company will require certain licenses, permits and approvals to develop the Atlas Project, and subsequently other projects. Image has yet to obtain the key permits and approvals required for the Atlas Project. The duration and success of efforts to obtain approvals and permits are contingent upon many variables that are outside the Company’s control. Failure to obtain, or delays in obtaining such licenses and permits may adversely affect the Company’s ability to proceed with the operating of the Atlas Project and subsequent projects. In addition, there is potential for legislative and regulatory reform, which could lead to more onerous conditions being placed upon approvals for new or existing operations. The Company manages these risks by ensuring employees have the skills and disciplines to establish relationships and follow and implement the approval processes directed at ensuring all contingencies are covered. Boonanarring is nearing the end of operations and will require significant future expenditure on rehabilitation. In addition, the Company is advancing the development of the Atlas Project. Should the Company proceed to develop this project significant capital expenditure will be incurred. As at 31 December 2022, Image has cash on hand of $53.5 million but is reliant on the generation of additional cash flow from operations to meet capital expenditure requirements for Atlas, other project developments and Boonanarring rehabilitation as well as general corporate and exploration expenditures. There is no assurance that the Company will be able to generate funds from operations in the future. There is additional risk with respect to the development of new projects in respect to forecast and actual future mineral sands prices and foreign exchange rates which could negatively impact project returns. If other sources of funding are required, there is no guarantee that such funding will be available. The Company has demonstrated a track record of being able to successfully manage its projects and to generate internal cashflows or raise funds when required. The Company has strong relationships with potential funding providers. The Company currently has two offtake contracts in place with product purchasers. If one or both of these purchasers breaches or otherwise fails to honour its contractual offtake commitments, any such breach may materially and adversely impact the Company’s financial results and performance. Image may not be able to find alternative purchasers for its products. The Company has close relationships with existing offtakers and at the same time is looking to develop new markets for its products. Risk Residual risk rating Description High 4. Operational Risks including health, safety & wellbeing of staff, contractors, and visitors 5. Ore Reserves – Depletion and Replacement High 6. Employee Attraction High and Retention Mining is inherently dangerous and subject to factors or events beyond the Company’s control The Company’s current business, and any future development or mining operations, involve various types of risks and hazards typical of companies engaged in the mining industry. Such risks include, but are not limited to: (i) industrial accidents; (ii) structural slides and pit wall failures, ground or slope failures and accidental release of water from surface storage facilities; (iii) fire or flooding; (iv) periodic interruptions due to inclement or hazardous weather conditions; (v) environmental hazards; (vi) discharge of pollutants or hazardous materials; (vii) failure of processing and mechanical equipment and other performance problems; (viii) geotechnical risks, and unusual and unexpected geological conditions; and (xi) force majeure events, or other unfavourable operating conditions. Open cut mining, plant refurbishment and exploration activities present inherent risks of injury to people and damage to equipment. Operational issues could result in reduced operational performance and an inability to meet target returns and shareholder expectations. The Company employs appropriately skilled safety professionals to manage the safety and wellbeing of employees and has well developed procedures and processes, a strong safety culture, and robust training programs. Once mining commences, Ore Reserves are gradually depleted. The ability of the Company to replace the Ore Reserves with equivalent grade and quality is an inherently uncertain process and the Company may not be able to identify replacement Ore Reserves that it will be able to extract in a timely manner to maintain revenue streams. In addition, the quantities of minerals ultimately mined may differ from that indicated by drilling results. In the event that minerals are present in lower amounts than expected or the product mined is of a lower quality than expected, the demand for, and realisable price of, the Company’s products may decrease. The Company has a pipeline of new projects and has expanded its development team. Combined with strong relationships with experienced consultants, the Company is confident that it has the capability to progress development of these projects. The labour market in Western Australia for experienced employees is highly competitive, particularly in mining. There is a risk that the Company will not be able to attract and retain the level of talent necessary to support the Company’s growth ambitions. The risk is exacerbated in the near term by a requirement to transition from a mainly daily commute style operation at Boonanarring to onsite accommodation at Atlas and the resulting increased risk of not being able to retain key people due to altered working conditions. The Company has a well-developed program for attracting and retaining key staff, including paying competitive base salaries, bonuses available to all staff primarily based on Company performance and an Employee Share Plan (available to all employees). 7. Major Shareholder High Relations Misalignment between the Company’s Board/management and major shareholders could result in the Company being unable to deliver on its growth plan and failing to deliver on shareholder expectations. The Company focuses on maintaining a strong relationship with existing major shareholders and actively manages the structure of its share register, including maintaining regular contact. Other key risks identified with current residual risk ratings of medium, which could result in significant impact on the Company included geopolitical landscape, community relations including with Traditional Owners, community activism, corporate governance issues, maintaining a social license to operate and supply chain interruption. In addition, the Company recognises that physical and transitional impacts of climate change may affect its assets, productivity, the markets in which it sells its products, and the jurisdictions in which it operates. The Company continues to develop its assessment of the potential impacts of climate change and the transition to a low carbon economy. The Company’s physical and transitional risk assessment process is ongoing. Changes in the Company’s climate strategy and the transition to a low carbon economy may materially impact financial results in future reporting periods. 22 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 23 KEY HIGHLIGHTS ESG REPORTING FRAMEWORK TRIFR 4.6 per million hours worked down from 7.2 in CY21 LTIs 1 up from 0 in CY21 Renewable Energy 25% of CY22 power supplied by solar Mine Rehabilitation 9 ha in addition to 13 ha in CY21 In CY2022, Image engaged BDO Advisory (WA) through its Sustainability Activation Program to provide support for the development of an appropriate strategy, data collection protocols and reporting framework, leading to the adoption of a formal ESG program. BDO utilised a double materiality assessment to determine the most appropriate sustainability framework for Image. The reporting framework recommended by BDO and adopted by Image is the Sustainability Accounting Standards Board (SASB) Metals & Mining Sustainability Accounting Standard. To provide for a robust governance foundation to support data collection, and to provide an auditable data collection trail, an external technology provider was used to host (database) the data collected for each of the Mining & Metal Standard metrics. The initial focus was on metrics for CY2021 for an inaugural ESG and Sustainability Report. However, with the realisation that Image had already been proactively collecting and collating ESG metrics under an informal ESG focus starting in 2018-19, the decision was made to incorporate metrics from the Company’s full operating history starting with CY2019. Consequently, the publication of an inaugural sustainability report was delayed into CY2023 to capture important trends and effects from Image’s early adoption of an informal ESG approach. SAFETY Image recorded one lost-time injury (“LTI”) during calendar year 2022 (2021: 0 LTI). The Company continues to report total recordable injury frequency rate (“TRIFR”) as a key indicator of the effectiveness of its safety programs. The 12-month rolling average TRIFR at the end of December 2022 was 4.6 per million hours worked, representing a significant improvement compared to the 12-month rolling average TRIFR of 7.2 at the end of December 2021. Image maintains its proactive promotion of a positive safety culture which includes safety programs and procedures that encourage job safety analysis and planning as well as active incident reporting for the purpose of continuous improvement of the health, safety and well-being of all employees, contractors, visitors, and members of the community as well as protection of the environment. The success of these programs is monitored through the use of regular internal Health, Safety and Environment audits and monthly Positive Performance Indicator (“PPI”) scoring. PPI scoring was reasonably steady for the whole of CY2022 despite the ongoing challenges presented by COVID particularly during the first half of the year. COMMUNITY Image continues to proudly contribute to the local community, including through local employment. At year end approximately 51% (2021: 45%) of the workforce at Boonanarring lived locally to the operation or within local regional shires. In addition, the Company has an active and varied community support and engagement program. Image provides fee-free access to land owned by the Company, to a local community group for grazing sheep and cattle, with profits returning to local community groups in the Gingin area. The Company also supports numerous local community and charitable groups such as Lions Institute, Vinnies (CEO Sleepout), Movember and Happiness Co Foundation (mental health support programs). Image continues to build on its cultural engagement practices with the Yued Traditional Owners in connection with the Company’s ongoing development plans for its Atlas and Bidaminna projects, including providing employment opportunities for members of the Yued community as monitors for heritage field surveys. This practice will continue with other Traditional Owner groups as appropriate for any other potential project developments by Image in WA. ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) PAINTS & COATINGS Titanium dioxide provides opacity and durability, while helping to ensure the longevity of paint and protection of the painted surface. TiO2 24 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 25 ENVIRONMENT Image is committed to minimising any potential long-term adverse impacts of its operations on the environment. The Company strives to maintain compliance with all of its licence requirements while it actively seeks to identify ways to ensure lasting improvements to certain aspects of the environment such as soil water retention, by using terracing and blending clayey materials into rehabilitated topsoils. The use of solar power at Boonanarring provides Image Resources with green credentials and positions the Company as one of the few mining companies in Australia to directly utilise renewable solar energy to offset a significant portion of its grid-based energy supply, and thereby significantly reducing its greenhouse gas emissions and carbon footprint. The Company has taken actions to minimise its carbon footprint, for instance, by working with Sunrise Energy Group to construct and operate a 2.3MW solar farm at Boonanarring, even though the Boonanarring project could be fully and adequately supplied with all its electricity requirements from the WA State power grid. In CY2022 approximately 25% (2021: 24%) of electricity requirements for Boonanarring were supplied as renewable solar energy from the solar farm, at costs slightly below grid power prices. Image completed additional rehabilitation of approximately nine (9) hectares of mined land at Boonanarring during CY2022, bringing the total area rehabilitated and re- vegetated, concurrently with mining, to approximately twenty-two (22) hectares. The Company has also assisted local landowners in their efforts to establish carbon sequestration field trials in conjunction with Murdoch University to identify optimum clay and compost soil mixtures to enhance the carbon capture potential of the soils. In CY2022, Image also engaged with the Sunrise Energy Consortium to seek support to establish a green hydrogen production and dispensing terminal at Boonanarring as a post-mining business enterprise. MODERN SLAVERY STATEMENT In June 2022 the Company published its inaugural Modern Slavery Statement for CY2021. The Statement identified the risk for modern slavery practices to exist in Image’s day-to-day business practices is considered to be very low to non-existent given the Company operates only in Western Australia in the extremely competitive mining industry. It also identified three areas of its supply chain for minor expenditure items to have some potential to harbour modern slavery practices, and the Company is taking steps to audit and if necessary to further minimise the potential risks associated with these procurement items. FOCUSED ON GROWTH & SUSTAINABILITY 26 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 27 MINERAL RESOURCES & ORE RESERVES STATEMENT ORE RESERVES The estimated Ore Reserves at Boonanarring have been updated to include depletion from mining through 31 December 2022 and thereby represent remaining Ore Reserves as at 31 December 2022. Table 1 – Ore Reserves – Strand Deposits; in accordance with the JORC Code (2012) – as at 31 December 2022 Project / Deposit Ore Reserve Category Proved Boonanarring1 Probable Atlas2 Sub-Total Proved Probable Sub-Total Total Ore Reserves Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Monazite Slimes (%) Oversize (%) 0.8 0.5 1.2 4.5 0.9 5.5 6.7 0.07 0.02 0.08 0.48 0.02 0.50 0.58 8.4 4.7 7.0 10.6 2.1 9.2 8.8 22 21 22 12 8.1 12 13 3.2 8.8 4.7 8.0 5.2 7.9 7.5 2.7 8.7 4.2 4.9 4.7 4.9 4.8 47 42 45 54 29 53 52 14 16 15 15 15 15 15 4.5 6.1 4.9 4.6 8.1 5.2 5.1 1.1 0.8 1.1 1 2 Refer to Boonanarring Ore Reserves release 29 March 2023 “Boonanarring Annual Ore Reserve Update” Atlas Ore Reserves refer to the 21 December 2022 release “Revised Announcement – Atlas Project Ore Reserve Update” The Company’s Ore Reserve estimate at Boonanarring shows changes from the estimate as at 31 December 2021 (Tables 1 & 2). The material changes arise from mining depletion from 31 December 2021 through 31 December 2022. Refer to the Company’s ASX release dated 29 March 2023 for further information. The Company’s Ore Reserve estimate at Atlas has changed since 31 December 2021 (Tables 1 & 2). The changes are materially due to the northern section of the Mineral Resource being excluded from the updated Ore Reserve estimate due to uncertainties of timing for environmental approval. Refer to the Company’s ASX release dated 21 December 2022 for further information. Table 2 – Comparative Ore Reserves – Strand Deposits; in accordance with JORC Code (2012) Project / Deposit As at 31 Dec 2021 Boonanarring Atlas Total Ore Reserves As at 31 Dec 2022 Boonanarring Atlas Total Ore Reserves Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Monazite Slimes (%) Oversize (%) 3.9 9.5 13.4 1.2 5.5 6.7 0.28 0.80 1.08 0.08 0.50 0.58 7.1 8.1 7.8 7.0 9.2 8.8 19 11 13 22 12 13 3.4 7.5 6.4 4.7 7.9 7.5 2.9 4.5 4.1 4.2 4.9 4.8 48 51 50 45 53 52 1.1 1.1 13 16 15 15 15 15 4.9 5.7 5.4 4.9 5.2 5.1 28 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 29 MINERAL RESOURCES – MATERIAL MINING PROJECTS The estimated Mineral Resources at Boonanarring have been updated to include depletion from mining through 31 December 2022 and thereby represent remaining Mineral Resources as at 31 December 2022. Table 3 – Mineral Resources – Dry Mining Strand/Dune Deposits; in accordance with the JORC Code (2012) – as at 31 December 2022 Mineral Resource Category Cut-off (total HM%) Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) Deposit HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Monazite Slimes (%) Oversize (%) Boonanarring Atlas Yandanooka Measured Indicated Inferred Sub Total Measured Indicated Inferred Sub Total Measured Indicated Inferred Sub Total 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 1.4 1.4 1.4 1.4 Total Measured Total Indicated Total Inferred Grand Total 1.3 4.0 0.7 6.1 7.1 5.0 5.2 17.3 2.6 57.7 0.4 60.8 11.0 66.7 6.4 84.1 0.11 0.17 0.02 0.30 0.63 0.18 0.17 0.98 0.11 1.73 0.01 1.84 0.85 2.07 0.20 3.13 8.1 4.3 3.4 5.0 9.0 3.5 3.3 5.7 4.3 3.0 1.5 3.0 7.7 3.1 3.2 3.7 21.5 11.0 11.1 14.7 10.7 7.0 9.1 9.8 10.3 12.3 10.9 12.1 12.0 11.7 9.4 11.6 3.1 5.2 4.7 4.4 7.5 4.7 4.4 6.5 2.1 3.6 3.0 3.5 6.3 3.9 4.4 4.5 4.5 12.4 6.0 9.1 5.1 5.1 4.8 5.1 2.3 3.7 4.4 3.6 4.7 4.5 4.9 4.6 48 51 55 50 51 42 54 49 72 69 68 70 53 66 54 61 0.9 1.0 1.6 1.1 15.2 17.5 14.1 16.6 14.8 16.0 13.6 14.7 14.9 15.2 20.0 15.2 14.8 15.4 14.1 15.2 6.5 4.2 5.9 4.9 4.6 4.6 2.7 4.0 11.3 11.4 21.9 11.5 6.4 10.5 4.4 9.5 Table 4 – Mineral Resources – Dredge Mining Strand Deposits; in accordance with the JORC Code (2012) – as at 31 December 2022 Deposit Bidaminna Mineral Resource Category Cut-off (total HM%) Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Monazite Slimes (%) Oversize (%) Measured Indicated Inferred Grand Total 0.5 0.5 0.5 0.5 86 13 10 109 2.4 0.3 0.1 2.8 2.8 2.1 0.7 2.5 4.9 4.9 4.6 4.9 4.0 4.2 5.6 4.1 12 13 17 12 72 71 66 72 0.34 0.33 0.19 0.33 3.9 4.7 3.2 3.9 3.2 2.3 1.8 3.0 Table 5 – Mineral Resources – Combined Dredge and Dry Mining Strand/Dune Deposits; in accordance with the JORC Code (2012) – as at 31 December 2022 Deposit Material Mineral Resources Mineral Resource Category Total Measured Total Indicated Total Inferred Grand Total Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Slimes (%) Oversize (%) 97 80 16 193 3.3 2.3 0.3 5.9 3.4 2.9 1.7 3.0 6.8 10.9 8.2 8.5 4.16 10.1 3.9 4.7 4.3 5.5 8.0 8.2 67 66 57 66 5.1 13.7 7.4 8.9 3.6 9.1 2.8 5.8 The Company’s Mineral Resource estimate at Boonanarring shows changes from the estimate as at 31 December 2021 (Tables 3 & 6). The material changes arise primarily from mining depletion from 31 December 2021 through 31 December 2022. Refer to the Company’s ASX release dated 29 March 2023 for further information. The Company’s Mineral Resource estimate at Atlas has been updated since 31 December 2021 (Tables 3 & 6). The changes are due to additional drill data being available for the Mineral Resource estimate (212 additional drill holes, 2,071m, 24 additional mineral assemblage composites and qualitative assessment of HM sachets). Refer to the Company’s ASX release dated 15 December 2022 for further information. The Company’s Mineral Resource estimate at Bidaminna has been updated since 31 December 2021 (Tables 4 & 6). The changes are due to additional drill data being available for the Mineral Resource estimate (232 additional drill holes, 12,916m, 33 additional mineral assemblage composites and qualitative assessment of HM sachets). Refer to the Company’s ASX release dated 28 February 2023 for further information. The Company’s Mineral Resource estimate at Yandanooka was first reported by the Company during 2022 (Tables 3 & 6). Refer to the Company’s ASX release dated 11 March 2022 for further information. Yandanooka has been included in Material Mining Projects as at 31 December 2022 on the basis that the Mineral Resource has been prioritised by the Company for development with several studies and investigations being carried out or commenced to progress the deposit towards production. Table 6 – Comparative Mineral Resources – Strand Deposits – JORC Code 2012 Cut-off (total HM%) Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Monazite Slimes (%) Oversize (%) Project / Deposit As at 31 Dec 2021 Boonanarring Atlas Bidaminna Total Material Resources As at 31 Dec 2022 Boonanarring Atlas Yandanooka Bidaminna 2.0 2.0 0.5 2.0 2.0 1.4 0.5 Total Material Resources GOVERNANCE CONTROLS 10.2 18.1 102.0 130.0 6.1 17.3 60.8 109 193 0.6 1.1 2.2 3.9 0.3 1.0 1.8 2.8 5.9 5.6 6.0 2.2 3.0 5.0 5.7 3.0 2.5 3.0 15.1 9.3 5.1 7.7 14.7 9.8 12.1 4.9 8.5 3.7 6.4 4.4 4.9 4.4 6.5 3.5 4.1 4.3 6 4 36 23 9.1 5.1 3.6 12.2 8.2 49 46 48 48 50 49 70 72 66 15.0 17.0 3.0 9.0 16.6 14.7 15.2 3.9 8.9 4.8 5.7 2.2 3.6 4.9 4.0 11.5 3.0 5.8 1.10 0.33 Mineral Resources and Ore Reserves are prepared by qualified Image Resources personnel and / or independent consultants following industry standard methodology and techniques. The underlying data, methodology, techniques and assumptions on which estimates are prepared are subject to internal peer review by senior Company personnel, as is JORC compliance. Where deemed necessary or appropriate, estimates are reviewed by independent consultants. Competent Persons named by the Company are members of the Australasian Institute of Mining and Metallurgy and / or the Australian Institute of Geoscientists and qualify as Competent Persons as defined by the JORC Code 2012. 30 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 31 MINERAL RESOURCES – NON-MATERIAL PROJECTS Table 7 – Mineral Resources – Dry Mining Strand/Dune Deposits; in accordance with JORC Code 2012 The Mineral Resource estimates for the Company’s non-material mining projects as at 31 December 2022 are shown in the tables below. The Mineral Resource estimates for Red Gull, Regans Ford and Gingin South (still reported in accordance with the JORC Code 2004) have been removed from the Company’s inventory of Mineral Resources. All remaining Mineral Resources reported by the Company are now reported in accordance with the 2012 edition of the JORC Code. Projects hosting ten additional Mineral Resource estimates were acquired during the 2022 calendar year and reported by the Company in accordance with the JORC Code 2012 (Tables 7 & 8). Eight are associated with the Eneabba Tenements purchased from Sheffield Resources (refer to the Company’s ASX releases dated 19 January 2022, 11 March 2022 and 29 July 2022 for further information). Two are associated with the McCalls Project, also purchased from Sheffield Resources (refer to the Company’s ASX releases dated 14 March 2022 and 20 May 2022 for further information). Table 7 – Mineral Resources – Dry Mining Strand/Dune Deposits; in accordance with JORC Code 2012 – as at 31 December 2022 Mindarra Springs* Mineral Resource Category Cut-off (total HM%) Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Slimes (%) Oversize (%) Deposit Boonanarring North West Boonanarring North Extension Indicated Inferred Sub Total Indicated Inferred Sub Total Indicated Gingin North Inferred Helene Sub Total Indicated Inferred Sub Total Indicated Hyperion Inferred Drummond Crossing* Sub Total Indicated Inferred Sub Total Indicated Durack* Inferred Sub Total Indicated Ellengail* Inferred Sub Total Indicated Robbs Cross* Inferred Thomson* Corridor* Sub Total Inferred Sub Total Inferred Sub Total 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 1.4 1.4 1.4 1.4 1.4 1.4 2.0 2.0 2.0 1.4 1.4 1.4 1.4 1.4 2.0 2.0 3.1 1.2 4.3 2.5 0.2 2.7 6.6 2.0 8.7 12.1 1.0 13.1 3.6 0.0 3.6 35.5 3.3 38.8 20.7 5.6 26.3 6.5 5.3 11.8 14.0 3.8 17.8 25.7 25.7 18.1 18.1 0.16 0.06 0.22 0.29 0.01 0.30 0.31 0.10 0.41 0.59 0.04 0.63 0.30 0.00 0.30 0.8 0.1 0.9 0.6 0.1 0.7 0.3 0.2 0.6 0.3 0.1 0.3 0.5 0.5 0.6 0.6 5.1 5.0 5.1 11.8 4.7 11.2 4.7 4.7 4.7 4.9 4.0 4.8 8.3 5.9 8.3 2.4 2.3 2.4 2.9 2.6 2.8 5.3 4.1 4.8 1.9 2.0 1.9 2.0 2.0 3.1 3.1 9.6 8.3 9.2 16.4 16.0 16.4 7.2 5.5 6.8 7.4 7.5 7.4 8.0 7.3 8.0 14.1 11.2 13.9 13.7 14.2 13.8 10.0 9.9 9.9 14.7 14.5 14.7 18.8 18.8 6.7 6.7 6.8 7.4 6.9 2.7 2.5 2.7 4.5 5.4 4.7 5.1 5.7 5.2 6.7 5.0 6.7 10.3 9.0 10.2 2.9 2.6 2.9 8.0 8.2 8.1 12.7 10.9 12.3 13.8 13.8 5.5 5.5 30.4 36.2 32.0 11.5 10.7 11.5 14.8 23.2 16.8 14.4 16.1 14.5 8.1 4.9 8.1 3.4 2.7 3.4 3.7 7.4 4.4 10.4 8.4 9.6 5.0 4.1 4.8 5.4 5.4 0.4 0.4 35 27 33 41 39 41 50 41 48 47 45 47 36 31 36 53.3 56.1 53.6 71.5 64.0 70.0 65.5 62.1 64.2 47.2 50.0 47.8 42.4 42.4 47.2 47.2 11 10 11 17 17 17 16 13 15 18 15 18 19 17 19 14.4 12.1 14.2 13.7 15.7 14.1 14.8 15.0 14.9 6.0 6.3 6.0 17.7 17.7 13.8 13.8 1.2 0.8 1.1 7.1 8.4 7.2 4.5 5.3 4.7 1.4 1.1 1.4 2.6 4.3 2.6 7.7 7.2 7.7 14.7 18.3 15.5 3.2 2.5 2.9 6.2 8.1 6.6 6.9 6.9 4.8 4.8 * New Mineral Resource acquired during 2022 32 Image Resources NL | Annual Report 2022 – as at 31 December 2022 (cont.) Deposit West Mine North* McCalls* Inferred Mineral Resource Category Cut-off (total HM%) Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Slimes (%) Oversize (%) Indicated Inferred Sub Total Indicated Sub Total Inferred Sub Total Total Indicated Total Inferred Grand Total 2.0 2.0 2.0 1.1 1.1 1.1 1.1 1.1 10.2 1.8 12.0 1630 1980 3610 2200 2200 1745 4248 5993 0.7 0.0 0.8 23 24 48 36 36 28 63 90 7.3 2.7 6.6 1.4 1.2 1.3 1.6 1.6 1.6 1.4 1.5 5.8 9.4 6.0 5.2 5.0 5.1 4.2 4.2 6.1 4.7 5.1 6.5 8.6 6.6 3.3 3.8 3.6 0.9 0.9 3.8 2.3 2.7 1.8 2.1 1.8 2.8 3.2 3.0 3.1 3.1 3.6 3.2 3.3 48.1 49.5 48.1 77.0 81.0 79.0 80.0 80.0 73.0 79.5 77.5 10.5 17.4 11.5 21.0 26.0 23.7 20.0 20.0 20.5 22.7 22.1 2.3 3.0 2.4 1.1 1.1 1.1 5.1 5.1 1.5 3.3 2.7 * New Mineral Resource acquired during 2022 Table 8 – Comparative Mineral Resources – Dry Mining Strand/Dune Deposits – JORC Code 2012 – as at 31 December 2022 Cut-off (total HM%) Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Slimes (%) Oversize (%) Deposit As at 31 Dec 2021 Boonanarring NW Boonanarring N Ext Gingin North Helene Hyperion Total Non-Material Resources As at 31 Dec 2022 Boonanarring NW Boonanarring N Ext Gingin North Helene Hyperion Drummond Crossing Durack Ellengail Robbs Cross Thomson Corridor West Mine North McCalls Mindarra Springs Total Non-Material Resources 4.3 2.7 8.7 13.1 3.6 32.3 4.3 2.7 8.7 13.1 3.6 38.8 26.3 11.8 17.8 25.7 18.1 12.0 3610 2200 5993 0.2 0.3 0.4 0.6 0.3 1.9 0.2 0.3 0.4 0.6 0.3 0.9 0.7 0.6 0.3 0.5 0.6 0.8 48 36 90 5.1 11.2 4.7 4.8 8.3 5.7 5.1 11.2 4.7 4.8 8.3 2.4 2.8 4.8 1.9 2.0 3.1 6.6 1.3 1.6 1.5 9.2 16.4 6.8 7.4 8.0 9.1 9.2 16.4 6.8 7.4 8.0 13.9 13.8 9.9 14.7 18.8 6.7 6.0 5.1 4.2 5.1 6.9 2.7 4.7 5.2 6.7 5.1 6.9 2.7 4.7 5.2 6.7 10.2 2.9 8.1 12.3 13.8 5.5 6.6 3.6 0.9 2.7 32.0 11.5 16.8 14.5 8.1 15.5 32.0 11.5 16.8 14.5 8.1 3.4 4.4 9.6 4.8 5.4 0.4 1.8 3.0 3.1 3.3 33.1 41.3 48.4 47.0 35.6 42.9 33.1 41.3 48.4 47.0 35.6 53.6 70.0 64.2 47.8 42.4 47.2 48.1 79.0 80.0 77.5 11.1 17.3 15.3 18.1 18.7 16.4 11.1 17.3 15.3 18.1 18.7 14.2 14.1 14.9 6.0 17.7 13.8 11.5 23.7 20.0 22.1 1.1 7.2 4.7 1.4 2.6 2.9 1.1 7.2 4.7 1.4 2.6 7.7 15.5 2.9 6.6 6.9 4.8 2.4 1.1 5.1 2.7 The Company’s Mineral Resources at Titan, Telesto, Calypso are unchanged from 31 December 2021 and are shown in Table 9. Refer to the Company’s ASX release dated 31 October 2019 for further information. Image Resources NL | Annual Report 2022 33 Table 9 – Mineral Resources – Dredge Mining Strand Deposits; in accordance with JORC Code 2012 COMPETENT PERSON STATEMENTS AND PREVIOUSLY REPORTED INFORMATION – as at 31 December 2022 Deposit Titan Telesto Calypso Mineral Resource Category Indicated Inferred Sub Total Indicated Sub Total Inferred Sub Total Total Indicated Total Inferred Grand Total Cut-off (total HM%) Tonnes (million) In-situ HM Tonnes (millions) Total HM grade (%) HM Assemblage (% of total HM) Zircon Rutile Leuc. Ilmenite Slimes (%) 1.0 1.0 1.0 1.0 1.0 1.0 1.0 21 115 137 4 4 51 51 25 167 192 0.38 2.21 2.59 0.13 0.13 0.85 0.9 0.51 3.06 3.57 1.8 1.9 1.9 3.8 3.8 1.7 1.7 2.1 1.8 1.9 9.5 9.5 9.5 9.5 9.5 10.8 10.8 9.5 9.8 9.8 3.1 3.1 3.1 5.6 5.6 5.1 5.1 3.8 3.6 3.7 1.5 1.5 1.5 0.7 0.7 1.6 1.6 1.3 1.5 1.5 72 72 72 67 67 68 68 71 71 71 22 19 19 17 17 14 14 21 17 18 34 Image Resources NL | Annual Report 2022 This Mineral Resources and Ore Reserves Statement as a whole has been approved by Damien Addison who is the Exploration Manager of Image Resources NL. Damien Addison is a Member of the Australasian Institute of Geoscientists (AIG) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Damien Addison has given his prior written consent to the inclusion in this report of the Mineral Resources and Ore Reserves statement in the form and context in which it appears. Mr Addison is a shareholder in the Company. The information in this report that relates to the Boonanarring and Atlas Ore Reserves estimate is based on and fairly represents, information and supporting documentation which has been prepared by Mr Per Scrimshaw, Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Scrimshaw is a full-time employee of Entech Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined by the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The information in this report that relates to the Boonanarring, Bidaminna, Boonanarring North West, Boonanarring North Extension, Hyperion, Helene, Gingin North, Atlas, Drummond Crossing, Durack, Ellengail, Robbs Cross, Thomson, Yandanooka, Corridor, West Mine North, McCalls and Mindarra Springs Mineral Resource estimates is based on and fairly represents, information and supporting documentation which has been prepared by Mrs Christine Standing, who is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG). Mrs Standing is a full-time employee of Optiro Pty Ltd (Snowden Optiro) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The information in this report that relates to the Titan, Telesto and Calypso Mineral Resource estimates is based on and fairly represents, information and supporting documentation which has been prepared by Mr Lynn Widenbar BSc, MSc, DIC MAusIMM MAIG employed by Widenbar & Associates who is a consultant to the Company. Lynn Widenbar has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined by the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. This report includes information that relates to Ore Reserves and Mineral Resources which were prepared and first disclosed under JORC Code 2012. The information was extracted from the Company’s previous ASX announcements as follows: • • • • Boonanarring Mineral Resources and Ore Reserves: 29 March 2023 “Boonanarring Annual Ore Reserve Update” Atlas Ore Reserves: 21 December 2022 “Revised Announcement – Atlas Project Ore Reserve Update” Atlas Mineral Resource: 15 December 2022 “Mineral Resource Update Atlas Project” Bidaminna Mineral Resource: 28 February 2023 – “Mineral Resources Update - Bidaminna Project” • Gingin North Mineral Resource: 31 March 2021 – “Project MORE Update Boonanarring Atlas Projects” • • Boonanarring North Extension Mineral Resource: 31 March 2021 – “Project MORE Update Boonanarring Atlas Projects” Boonanarring North West Mineral Resource: 31 March 2021 – “Project MORE Update Boonanarring Atlas Projects” • Helene Mineral Resources: 31 March 2021 – “Project MORE Update Boonanarring Atlas Projects” • Hyperion Mineral Resources: 31 March 2021 – “Project MORE Update Boonanarring Atlas Projects” • Titan Mineral Resources: 31 October 2019 • Telesto South Mineral Resources: 31 October 2019 • Calypso Mineral Resources: 31 October 2019. • Drummond Crossing, Durack, Ellengail, Robbs Cross, Thomson, Yandanooka, Corridor: 11 March 2022 “Mineral Resource Update – Eneabba Tenements” • McCalls and Mindarra Springs: 20 May 2022 “Mineral Resource Update McCalls Mineral Sands Project” • West Mine North: 29 July 2022 “Mineral Resource Update – West Mine North” The Company confirms it is not aware of any new information or data that materially affects the information included in the original market announcements (other than mining depletion for Boonanarring) and, in the case of reporting of Ore Reserves and Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which any Competent Person’s findings are presented have not been materially modified from the original market announcement. Image Resources NL | Annual Report 2022 35 FINANCIAL REPORT DDiirreeccttoorrss’’ RReeppoorrtt Directors' Report Directors’ Report Remuneration Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position 37 42 49 50 51 Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report 52 53 54 79 80 PLASTICS & PAPER Titanium has a wide range of everyday uses including in plastics, paper and sunscreen. Ti02 Your directors present their report, together with the financial statements of the Group, being the Company, Image Resources NL, and its controlled entities, for the financial year ended 31 December 202 2 compared with the financial year ended 31 December 2021. DIRECTORS The following persons were directors of Image Reso urces NL (“Image”) during the year and up to the date of this report, unless stated otherwise: Robert Besley Patrick Mutz Chaodian Chen Aaron Chong Veoy Soo Peter Thomas Ran Xu (Appointed: 1 June 2022) Winston Lee (Appointed: 14 June 2022) Huangcheng Li (Resigned: 30 May 2022) PRINCIPAL ACTIVITIES The principal activities of the Group during the year involved the operation of the 100%-owned, high-grade, zircon-rich Boonanarring mineral sands project located 80km north of Perth in WA and exploration of tenements in the North Perth basin . RESULTS FROM OPERATIONS During the year the Group recorded an operating profit of $15,168,000 (for the year to 31 December 2021: operating profit of $19,384,000). Basic profit per share for the year was 1.43 cents (year to 31 December 2021: profit of 1.94 cents). Diluted profit per share for the year was 1.42 cents (year to 31 December 2021: profit of 1.81 cents). DIVIDENDS PAID OR RECOMMENDED During the reporting period, in April 2022, Image paid a franked dividend of 2.0 cents per share. The financial impact of dividends paid during the reporting period totalled $20.8m. Dividend Policy The Company’s dividend policy provides for the Board of Directors, as soon as practicable after the e nd of a Group financial year, and to the extent permitted by law, to distribute to Shareholders as a dividend, all Excess Cash held at the end of tha t Financial Year; with Excess Cash defined as cash held by the Group, other than cash that the Board consid ers is necessary or desirable to be retained by the Group for the Group’s existing liabilities and future activities. REVIEW OF OPERATIONS A review of operations is covered elsewhere in this Annual Financial Report. SIGNIFICANT CHANGES IN STATE OF AFFAIRS All significant changes in the state of affairs of the Group during the year are discussed in detail above. SIGNIFICANT EVENTS SUBSEQUENT TO REPORTING DATE There were no material significant events subsequent to the reporting date. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Review of Operations set out on pages 14 to 23 of this Annual Financial Report, provide an indication of the Group’s likely development and expected results. In the opinion of the Directors, disclosure of any fur ther information about these matters and the impact on Group operations could result in unreasonable prejudice to the Group and has not been included in this report . ENVIRONMENTAL ISSUES The Group carries out operations in Australia which are subject to environmental regulations under both Commonwealth and State legislation in relation to those activities. The Group’s MD, Exploration Manager, COO and Operations Manager are responsible for monitoring and reporting on compliance with all environmental regulations. During or since the financial year there have been no known significant breaches of these regulations. 10 36 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 37 Directors' Report (cont.) DDiirreeccttoorrss’’ RReeppoorrtt ((CCoonntt..)) INFORMATION ON DIRECTORS AND COMPANY SECRETARIES Robert Besley Chair Appointed as Director and Chair on 8 June 2016 Robert Besley and has more than 40 years’ experience in the mining industry. Mr Besley has served in a number of Government and industry advisory roles including several years as Deputy Chairman of the NSW Min erals Council. He holds a BSc (Hons) in Economic Geology from the University of Adelaide and is a Member of the Australian Institute of Geoscientists. He managed the creation, listing and operation of two successful mining companies; CBH Resources Limited which he led as Managing Director from a small exploration company to Australia’s 4 th largest zinc producer; and Australmin Holdings Limited (acquired by Newcrest) which brought into production a gold mine in WA and mineral sands mine in N S W. More recently he was a founding Director of KBL Mining Limited which operated the Mineral Hill copper-gold mine in NSW and was Chairman of Silver City Minerals Limited, which explored for silver-lead-zinc in the Broken Hill District. He was a Non -Executive and independent Director of Murray Zircon from commencement of development and production of the Mindarie Mineral Sands Project until June 2016. He also serves on the Company’s audit , remuneration and hedge committees. Mr Besley has not been a director of any other listed public companies in the past 3 years. Mr Mutz was appointed Managing Director and CEO on 8 June 2016 and has more than 40 years of international mining industry experience in technical (metallurgist), managerial, consulting and executive roles in all aspects of the industry from exploration through project development, mining and mine rehabilitation. He has operational exper ience in open cut, underground, and in- situ mining and related processing, on projects in the USA, Germany, Africa and Australia. Since his arrival in Australia from the USA in 1998, he has served as CEO / Managing Director of a number of publicly listed and private mining companies based in South Australia, Victoria and Western Australia, primarily involved with project development and company transitioning from exploration to production. Mr Mutz is a Fellow of the AusIMM . He holds a Bachelor of Science (Honours) and an MBA from the University of Phoenix in the US . Patrick serves on the Company’s hedge committee. During the past 3 years he has served as a director of the following other listed companies:  Aura Energy Limited – appointed 18 May 2022, continuing. Mr Thomas, having served on ASX listed company boards for over 30 years, has been a non - executive director of Image Resources NL since 10 April 2002. For over 30 years until June 2011, he ran a legal practise on his own account specialising in the delivery of wide ranging legal, corporate and commercial advice to listed explorers and miners. He serves on the Company’s audit, remuneration and investment committees. During the past 3 years he has served as a director of the following other listed companies:  Emu NL – appointed August 2007,  Middle Island Resources Limited – continuing. appointed March 2010, continuing. Mr Soo has been a long-term supporter and shareholder in Image Resources. Mr Soo is an advocate & solicitor practising in West Malaysia with 22 years of experience in legal practice and currently a partner in Stanley Ponniah, Ng & Soo, Advocates & Solicito rs. He also serves on the Company’s audit and investment committees. Mr Soo has not been a director of any other listed public companies in the past 3 years . Patrick Mutz Managing Director Peter Thomas Non-Executive Director Aaron Chong Veoy Soo Non-Executive Director Directors' Report (cont.) DDiirreeccttoorrss’’ RReeppoorrtt ((CCoonntt..)) Chaodian Chen Non-Executive Director Mr Chen founded Guangdong Orient Zirconic Ind. Sci. Tech. Co., Ltd. (OZC) in 1995 and built that company into a leader in the zirconium industry. He served as President and Chairman of OZC until mid-2013 when China National Nuclear Corporation (CNNC) became the largest shareholder in OZC. He became the Chairman of Murray Zircon when that company was founded in 2011 as a result of OZC’s first investment in mining in Australia. Mr Chen is the Vice President of China non-ferrous metals industry association titanium zirconium & Hafnium Branch. He holds an EMBA degree and is a Certified Engineer. He also owns a number of patents involving the processing of zircon. He serves on the Company’s investment committee. During the past 3 years he has served as a director of the following other listed companies:  Guangdong Orient Zirconic Ind Sci & Tech Co., Ltd, resigned 9 November 2016. Reappointed 11 January 2020 and resigned 13 January 2023. Ms Ran Xu has a masters degree in HR Management and Industrial Relations. She started working in LB Group in 2014 as a Procurement and Strategy VP and is now the Associate President of Strategy. Ms Xu has extensive experience and market intelligence in the ilmenite and pigment industry. She serves on the Company’s investment committee (appointed July 2022). Ms Xu has not been a director of any other listed companies in the past 3 years. Ran Xu Non-Executive Director Winston Lee Non-Executive Director Winston Lee is the CEO of Vestpro International Limited, a commodity holding company, with assets under management including major stakes in private and publicly listed mining companies. Mr Lee is establishing a position in the global mining industry through investments, operations, and explorations in North America, Asia and Africa. He has 7 years of experience in developing international cooperation with resource companies as well as investments in heavy metal, healthcare and other natural resources. He led the Research and Development department of Zipro Technology Corporation, collaborating with professors and the Dean of Engineering at National Taiwan University. Mr Lee serves as Head of Finance of an AI driven simulation platform company and plays a central role covering a wide range of capital and legal structures as well as asset sales. The company owns patents involving Virtual Matter and Virtual Environments. Mr Lee is a passionate patron of the arts supporting emerging contemporary artists. Mr Lee has not been a director of any other listed public companies in the past 3 years. Dennis Wilkins Joint Company Secretary (Appointed 25 September 2012) Mr Wilkins is the founder and principal of DW Corporate Pty Ltd, a leading privately held corporate advisory firm servicing the natural resources industry. Since 1994 he has been a director of, and involved in the executive management of, several publicly listed resource companies with operations in Australia, PNG, Scandinavia and Africa. From 1995 to 2001 he was the Finance Director of Lynas Corporation Ltd during the period when the Mt Weld Rare Earths project was acquired by the group. He was also founding director and advisor to Atlas Iron Limited at the time of Atlas’ initial public offering in 2006. Since July 2001 Mr Wilkins has been running DW Corporate Pty Ltd, where he advises on the formation of, and capital raising for, emerging companies in the Australian resources sector. 11 12 38 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 39 Directors' Report (cont.) DDiirreeccttoorrss’’ RReeppoorrtt ((CCoonntt..)) OPTIONS At the date of this report, unissued ordinary shares of the Company under option or warrant are: Type Options Warrants Number 8,000,000 3,351,099 Exercise Price Expiry Date $0.32 $0.1365 27 May 2023 20 May 2023 The options were issued during the previous financial year on 27 May 2021. During this financial year 21,525,000 warrants were exercised at 11.385 cents per share to acquire 21,525,000 fully paid ordinary shares and 7,898,901 warrants were exercised at 13.65 cents per share to acquire 7,898,901 fully paid ordinary shares. S ince the end of the financial year, as at the date of this report, no options or warrants were exercised to acquire fully paid ordinary shares. CORPORATE STRUCTURE Image is a no liability company incorporated and domiciled in Australia. ACCESS TO INDEPENDENT ADVICE Each director has the right, so long as he is acting reasonably in the interests of the Group and in the discharge of his duties as a director, to seek independent professional advice and recover the reasonable costs thereof from the Group. The advice shall only be sought after consultation about the matter with the Chair (where it is reasonable that the Chair be consulted) or, if it is the Chair that wishes to seek the advice or it is unreasonable that he be consulted, another director (if that be reasonable). The advice is to be made immediately available to all Board members other than to a director against whom privilege is claimed. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Company has entered into agreements indemnifying, to the extent permitted by law, all the directors and officers of the Company against all losses or liabilities incurred by each director and office r in their capacity as directors and officers of the Company. During the year an amount of $223,086 (the year to 31 December 202 1: $168,049) was incurred in insurance premiums for this purpose. PROCEEDINGS ON BEHALF OF THE GROUP No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out in this annual financial report. Directors' Report (cont.) DDiirreeccttoorrss’’ RReeppoorrtt ((CCoonntt..)) John McEvoy Joint Company Secretary and Chief Financial Officer (Appointed 4 July 2023) Mr McEvoy joined Image Resources NL in July 2014 and is Chief Financial Officer and Joint Company Secretary. Mr McEvoy has an honours degree in Mathematics from Southampton University and has 30 years of experience in senior mining finance roles incorporating the whole mining company life-cycle from initial discovery to mine closure. Mr McEvoy is a member of the Institute of Chartered Accountants in England & Wales (ICAEW) and is a graduate of the Australian Institute of Company Directors (AICD). AUDIT COMMITTEE During the financial year the members of the Company’s audit committee comprised Messrs Thomas (Chair), Besley and Soo. During the year, the committee held two meetings. All members attended these meetings. REMUNERATION COMMITTEE During the financial year the members of the Remuneration Committee (“committee”) comprised Messrs Besley (Chair), Thomas and Lee. During the year, the committee held five meetings. All members eligible attended these meetings. HEDGE COMMITTEE During the financial year the members of the Hedge Committee (“committee”) comprised Messrs Besley (Chair), Mutz and McEvoy. During the year, the committee held four meetings. All members attended these meetings. INVESTMENT COMMITTEE During the financial year the members of the Investment Committee (“committee”) comprised Messrs Thomas (Chair), Chen and Soo with Ms Xu appointed during July 2022. During the year, the committee held one meeting. All members of the Committee at the time of the meeting attended this meeting. MEETINGS OF DIRECTORS During the financial year ended 31 December 2022, there were twelve meetings of directors held. Attendances by each director during the year were as follows: Directors’ Meetings Audit Remuneration Committee Committee Investment Committee Hedge Committee Number eligible to attend Number eligible to attend Number attended Number eligible to attend Number eligible to attend Number attended Number eligible to attend Number attended Number attended Number attended Robert Besley Patrick Mutz Peter Thomas Aaron Soo Chaodian Chen Huangcheng Li Dennis Lee (Alternate for Huangcheng Li) (resigned 30 May 2022) Ran Xu (Appointed 1 June 2022) Winston Lee (Appointed 14 June 2022) 12 12 12 12 12 9 9 3 3 12 12 12 12 12 8 6 3 3 2 - 2 2 - - - - - 2 - 2 2 - - - - - 5 - 5 - - - - - 2 13 5 - 5 - - - - - 2 - - 1 1 1 - - - - - - 1 1 1 - - - - 4 4 - - - - - - - 4 4 - - - - - - - 40 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 41 14 RReemmuunneerraattiioonn RReeppoorrtt ((aauuddiitteedd)) Remuneration Report – audited RReemmuunneerraattiioonn RReeppoorrtt –– aauuddiitteedd ((ccoonntt..)) Remuneration Report – audited (cont.) Names and positions held of key management personnel (defined by the Australian Accounting Standards as being “those people having authority and responsibility for planning, directing, and controlling the activities of an entity, either directly or indirectly. This includes an entity's directors”) in office at any time during the financial year were: Name Non-Executive Directors Robert Besley Peter Thomas Aaron Soo Chaodian Chen Ran Xu (Appointed 1 June 2022) Winston Lee (Appointed 14 June 2022) Huangcheng Li (Resigned 30 May 2022) Executive Directors Patrick Mutz Executive Officers George Sakalidis John McEvoy Todd Colton Position Non-Executive Chair Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Managing Director Head of Exploration Chief Financial Officer Chief Operating Officer Key Management Personnel Contracts Remuneration arrangements for Key Management Personnel are formalised in employment agreements. The following outlines the details of contracts: Executives Patrick Mutz – Managing Director     Base Salary - $598,000 per annum (from 1 July 2022) inclusive of superannuation. Performance bonus – participates in a Group-wide executive performance incentive scheme. Allowances – from 1 January 2019, the Group will contribute up to $40,000 per 12 month period or proportion thereof for accommodation whilst located in Perth and towards airfares for travel between Adelaide and Perth. The Group provides a Group vehicle for use on Group business and commuting between his place of residence in the Perth area and the corporate office and the Group’s various mining and exploration sites as and when necessary. The agreement may be terminated by the Group by the provision of six months written notice. The employee may terminate the contract by the provision of three months’ notice. George Sakalidis – Head of Exploration    Base Salary - $249,690 per annum (from 1 July 2021) inclusive of superannuation based on a 70% commitment of time being an average of 28 hours work per week. Salary is paid monthly based on a rate of $171.49 per hour inclusive of 10.5% superannuation. Performance bonus – participates in a Group-wide executive performance incentive scheme. The agreement may be terminated by the provision of one months written notice by either the Group or Mr Sakalidis. John McEvoy – Chief Financial Officer    Base Salary - $412,000 per annum (from 1 July 2022) inclusive of superannuation. Performance bonus – participates in a Group-wide executive performance incentive scheme. The agreement may be terminated by the provision of three months written notice by either the Group or Mr McEvoy. The Group’s policy for determining the nature and amount of emoluments of key management personnel is set out below: Todd Colton – Chief Operating Officer Key Management Personnel Remuneration and Incentive Policies The Remuneration committee’s mandate is to make recommendations to the Board with respect to appropriate and competitive remuneration and incentive policies (including basis for paying and the quantum of any bonuses), for key management personnel    Base Salary - $456,000 per annum (from 1 July 2022) inclusive of superannuation. Performance bonus – participates in a Group-wide executive performance incentive scheme. The agreement may be terminated by the provision of three months written notice by either the Group or Mr Colton. and others as considered appropriate to be singled out for special attention, which: Non-Executives  motivates them to contribute to the growth and success of the Group within an appropriate control framework;   aligns the interests of key leadership with the interests of the Company’s shareholders; are paid within any limits imposed by the Constitution and make recommendations to the Board with respect to the need for increases to any such amount at the Company’s annual general meeting; and  in the case of directors, only permits participation in equity-based remuneration schemes after appropriate disclosure to, due consideration by and with the approval of the Company’s shareholders. Clause 91 (1) of the Company’s Constitution provides that Directors are entitled to receive Directors’ fees within the limits approved by shareholders in general meeting. Shareholders approved the aggregate fees to be paid to Directors to be $500,000 per annum on 29 May 2020. Each Non-Executive Director’s actual remuneration for the year ended 31 December 2022 and the year to 31 December 2021 is shown below. Each Non-Executive Director has an unspecified term of appointment, which is subject to the Company’s Constitution. Conditions are reviewed at least annually by the Remuneration Committee. There are no termination benefits for Non-Executive Directors any Non-Executive Director.   The committee is to ensure that non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements. To the extent that the Company adopts a remuneration structure for its non-executive directors other than in the form of cash and superannuation, the disclosure thereof shall be made to stakeholders and approvals obtained as required by law and the ASX listing rules. Incentive Plans and Benefits Programs The committee is to:    review and make recommendations concerning long-term incentive compensation plans, including the use of equity- based plans. Except as otherwise delegated by the Board, the committee will act on behalf of the Board to administer equity-based and employee benefit plans, and as such will discharge any responsibilities under those plans, including making and authorising grants, in accordance with the terms of those plans; ensure that, where practicable, incentive plans are designed around appropriate and realistic performance targets that measure relative performance and provide remuneration when they are achieved; and review and, if necessary, improve any existing benefit program established for employees. Base fees for each non-executive director during their period in office were as follows: Robert Besley Peter Thomas Aaron Soo Chaodian Chen Ran Xu Winston Lee Huangcheng Li Base Fees per annum $ 100,000 60,000 60,000 60,000 60,000 60,000 60,000 Audit Committee Fee $ - 6,000 6,000 - - - - Remuneration Committee Fee $ - 6,000 - - - - - Fees are inclusive of superannuation where required. 15 16 42 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 43 RReemmuunneerraattiioonn RReeppoorrtt –– aauuddiitteedd ((ccoonntt..)) Remuneration Report – audited (cont.) RReemmuunneerraattiioonn RReeppoorrtt –– aauuddiitteedd ((ccoonntt..)) Remuneration Report – audited (cont.) Consultant Agreements DW Corporate Services Pty Ltd: provides the services of Dennis Wilkins as Company Secretary. These services are provided under a services agreement for a fixed monthly retainer fee of $2,000 plus additional services charged at specified hourly rates. Four months’ written notice of termination is required from either party. Guaranteed Rate Increases There are no guaranteed rate increases fixed in the contracts of any of the key management personnel. Non-Executive Director Options The principal provisions of the loan agreeme nt include: • • • • The amount lent will be an advance equal to the issue price of the Plan Shares multiplied by the number of Plan Shares issued. The repayment date is the date falling 3 years after the Issue Date. The loan can be repaid at any tim e but the Participant must pay any amount outstanding on the date the employee ceases to be an employee of Image (or such late date as determined by Image at its discretion ). All dividends declared and paid on the Plan Shares will be applied towards the repayment of the advance and there is no interest on the advance. A holding lock will be placed on the Plan Shares until the loan is fully repaid. No Non-Executive Director (NED) options were issued during the year ended 31 December 2022. Retirement and Superannuation Payments NED options were issued during the year ended 31 December 2021 after shareholder approval at the Shareholder General Meeting held on 27 May 2021. Prescribed benefits were provided by the Company to direct ors by way of superannuation contributions to externally managed complying superannuation funds during the year. These benefits were paid as superannuation contributions to satisfy (at least) the requirements of the Superannuation Contribution Guarantee Act and in satisfaction of any salary sacrifice requests. All The purpose of the grant of these options was to provide a mid-term incentive for each NED’s continuing efforts as a Director of contributions were made to accumulation type funds s elected by the director and accordingly actuarial assessments were not the Company. The Directors consider that the NED options were a cost effective and efficient means to reward and align the required. interests of the Company’s Directors with the interest of all shareholders. To that end, the NED Options have an exercise price with the objective of the Group’s strategy, being to increase Shareholder value. Also, to that end, each unexercised NED option will lapse prior to the expiry date if a Directors ceases to be an officer or employee of the Company. Relationship between Group Performance and Remuneration There is no relationship between the financial performance of the Group for the current or previous financial year and the remuneration of the key management personnel. Policy requires that remuneration be set having regard to market conditions Issue of NED options to Directors of the Company requires prior approval of Shareholders in accordance with Listing Rule 10.11. and to encourage the continued services of key management personnel. During the 31 December 2021 year 10,000,000 options were issued to NEDs at an exercise price of $0.32 per share and an expiry date of 27 May 2023. Employee Share Plan Use of Remuneration Consultants Executive Remuneration During CY2022, the Company (through the Remuneration Committee) engaged BDO Remuneration and Reward (“BDO”) to benchmark individual executive remuneration against similar positions of an appropriate group of peer companies of relative The Image Employee Share Plan (ESP) was implemented after shareholder approval at the Shareholder General Meeting held market cap, number of employees and number of operations, and to recommend changes to the remuneration program with on 13 February 2018. The purpose of the ESP is to give an additional incentive to employees of the Group to provide dedicated and ongoing commitment and effort to the Group, and for the Group to reward its employees for their efforts. It was considered an effective way to align the objectives of management with the interests of shareholders. The plan rewards share price growth. The plan shares are of value to the holder of the shares only to the extent to which the share price exceeds the share price after the offer is made to the employee. Furthermore, the plan does not give rise to a tax liability on issue (unlike some options) therefore encouraging long term holdings. Issue of Plan Shares to Directors of the Company requires prior approval of Shareholder in accordance with Listing Rule 10.14. During the 31 December 2022 year 17,978,563 ESP shares were issued. Of these 1,485,333 shares were issued to a Director. The principal provisions of the plan include:          The Plan is available to all executive Directors and employees of the Group; The Company may at any time, in its absolute discretion, make an offer to an Eligible Employee; The number of Plan Shares issued to an Eligible Employee is determined by the Directors of the Company; The issue price is the volume weighted average price of shares in the 5 trading days prior to the Issue Date; The person accepting the offer (“Participant”) is deemed to have agreed to borrow from the Company on the terms of the loan agreement referred to below an amount to fund the purchase of the Plan Shares; The Plan Shares rank pari passu with all issued fully paid shares in respect of voting rights, dividends and entitlement to participate in any bonus or rights issues; Plan participants may not dispose of any ESP Shares within 12 months of the issue date; Until the loan to the Participant is fully repaid the Company has control over the disposal of the Plan Shares; and Application will be made as soon as practicable after the allotment, for Plan Shares to be listed for quotation on ASX. respect to fixed remuneration, short-term incentives and long-term incentives, with the objective of ensuring executive remuneration is market competitive while impro ving alignment with shareholder value. BDO’s approach was to recommend remuneration program features that have already been adopted by other resources companies and deemed to align with shareholder expectations. BDO’s key recommendations included: • • • • • • the development of formal short-term incentive plan (STIP) and formal long -term incentive plan (LTIP). measuring performance based on established key performance indicators. establishing an appropriate peer group of companies for market comparisons of total fixed remuneration (TFR) and total incentive opportunity (TIO). STIP to include mix of cash and equity, with 12 -month vesting period on equity component. LTIP vesting period to increase from one year to three years to align with longer term shareholder value, a nd utilise the services of an independent remuneration consultant to ensure appropriate market comparisons, performance ratings and incentive awards. BDO’s recommendations were endorsed by the Board and have been adopted for application for the 2022- 23 Performance Year, subject to any required shareholder approvals at the May 2023 annual general meeting of shareholders, such as for new equity instruments. Non-Executive Director Remuneration The Remuneration Committee also engaged BDO to review no n-executive director (“NED”) remuneration against the same basket of peer companies used for the executive remuneration benchmarking, and to make recommendations to improve market competitiveness. BDO identified that NED salaries were substantially below market levels and recommended that salaries increase, but that 30% of NED salaries be paid in equity. The Board adopted BDO’s recommendations subject to shareholder approval for an increase of the maximum aggregate amount of directors’ fees payable as NED remuneration (“NED Fee Cap”) and the specific equity instrument to be used. Resolutions for shareholder approval will be included in the Notice of Meeting for the upcoming annual general meeting in May 2023 proposing an increase to the NED Fee Cap and outlining the specific equity instruments proposed to be used for 33% of NED remuneration going forward. 17 18 44 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 45 RReemmuunneerraattiioonn RReeppoorrtt –– aauuddiitteedd ((ccoonntt..)) Remuneration Report – audited (cont.) Current Board Remuneration Structure The current remuneration structure for the Board is as follows: Director Annual Directors Fees Committee Fees Mr R Besley (Non-Executive Chair) $100,000 inclusive of super Mr P Mutz (Managing Director) $598,000 inclusive of super - - Mr P Thomas (Non-Executive Director) $60,000 inclusive of super $12,000 inclusive of super Mr A Soo (Non-Executive Director) Mr C Chen (Non-Executive Director) Mrs R Xu (Non-Executive Director) Mr W Lee (Non-Executive Director) $60,000 1 $60,000 1 $60,000 1 $60,000 1 $6,000 1 - - - Note 1: No super is required to be paid as the Directors are permanent foreign residents. Non-Executive Director remuneration for the years ended 31 December 2022 and 31 December 2021 Financial year Board fees Committee fees Super- annuation Share-based payments Robert Besley Peter Thomas Aaron Soo Chaodian Chen Ran Xu Winston Lee Huangcheng Li Fei Wu 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2021 2022 2021 100,000 100,000 54,546 54,729 60,000 60,000 60,000 60,000 35,000 - 32,833 - 25,000 60,000 20,794 367,379 355,523 - - 10,909 8,662 6,000 6,000 - - - - - - - - 8,676 8,676 6,709 6,186 - - - - - - - - - - 4,159 16,909 18,821 2,370 15,385 17,232 - 13,456 - 13,456 - 13,456 - 13,456 - - - - - 13,456 - - 67,280 Notes: Huancheng Li resigned as a director on 30 May 2022 Ran Xu was appointed as a director on 1 June 2022 Winston Lee was appointed as a director on 14 June 2022 Fei Wu resigned as a director on 18 May 2021 Total 108,676 122,132 72,164 83,033 66,000 79,456 60,000 73,456 35,000 - 32,833 - 25,000 73,456 27,323 399,673 458,856 19 RReemmuunneerraattiioonn RReeppoorrtt –– aauuddiitteedd ((ccoonntt..)) Remuneration Report – audited (cont.) Key Management Personnel Remuneration Table 1: Remuneration for the years ended 31 December 2022 and 31 December 2021 Financial Year Executive Directors Patrick Mutz Executive Officers John McEvoy Todd Colton George Sakalidis 2022 2021 2022 2021 2022 2021 2022 2021 Short-term benefits Salary ($) Cash Bonus ($) Non- monetary benefits 1 ($) Post Employment Other ($) Super- annuation ($) Total ($) 529,831 185,687 482,895 148,775 45,372 44,134 - 29,182 27,784 26,219 788,674 731,205 364,335 344,879 393,110 353,568 157,771 176,222 75,000 80,133 77,000 82,280 20,594 25,998 - - - - - - 2022 1,445,047 358,281 2021 1,357,564 337,186 45,372 44,134 - - - - - - - 27,555 24,824 27,500 26,042 18,321 19,770 466,890 449,836 497,610 461,890 196,686 221,990 101,160 1,949,860 29,182 96,855 1,864,921 1. Non-monetary benefits include allowances paid for travel and accommodation during the financial year. Options Granted as Remuneration During the 2022 financial year no options were issued to Non-Executive Directors. During the 2021 financial year 10,000,000 options (in aggregate) were issued to Non-Executive Directors. Details of the options issued are as follows: Name Grant date Exercise price per option Expiry date Fair value of options granted Number of Options Issued Balance at the end of the year Robert Besley 27 May 2021 $0.32 27 May 2023 13,456 2,000,000 2,000,000 Chaodian Chen 27 May 2021 $0.32 27 May 2023 13,456 2,000,000 2,000,000 Aaron Chong Veoy Soo Huangcheng Li 1 27 May 2021 $0.32 27 May 2023 13,456 2,000,000 2,000,000 27 May 2021 $0.32 27 May 2023 13,456 2,000,000 - Peter Thomas 27 May 2021 $0.32 27 May 2023 13,456 2,000,000 2,000,000 Note 1: Huangcheng Li resigned as a director on 30 May 2022 and subsequently his conditional right to the options lapsed as he ceased employment with the company, The options were subsequently cancelled. All options were granted for nil consideration. Options lapse if the Non-Executive Director ceases employment with the Company. The options vested on the grant date. The fair value of the options is calculated at the date of the grant using the Black Scholes option pricing model. Options held by Non-Executive Directors Name Robert Besley Chaodian Chen Aaron Chong Veoy Soo Huangcheng Li Peter Thomas Balance at the beginning of the year Exercised Lapsed Balance at the end of the year No. No. 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 10,000,000 - - - - - - 20 $ - - - - - - No. No. - - - 2,000,000 2,000,000 2,000,000 (2,000,000) - - 2,000,000 (2,000,000) 8,000,000 46 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 47 RReemmuunneerraattiioonn RReeppoorrtt –– aauuddiitteedd ((ccoonntt..)) Remuneration Report – audited (cont.) AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn Auditor’s Independence Declaration Shares held by Key Management Personnel The number of shares in the Company held at the beginning and end of the year and net movements during the financial year by key management personnel and/or their related entities are set out below: Balance at Beginning of Year or Date of Appointment Purchased during the Year Award under Employee Share Plan Expired during the Year Balance at End of Year or Date of Retirement Other Name Non-Executive Directors Robert Besley Peter Thomas 666,667 2,104,306 - - Aaron Soo 14,800,000 200,000 Chaodian Chen - - Huangcheng Li 145,515,494 6,000,000 Winston Lee Ran Xu Executive Directors - - Patrick Mutz 4,149,463 Executive Officers George Sakalidis 3,565,531 John McEvoy Todd Colton 3,917,665 2,422,033 - - - - - - - - - - - - - - - - - - - - 1,485,333 (685,190) 490,690 (315,651) - - - - (151,515,494) 1 151,515,494 2 - - - 1,000,000 (564,306) (1,749,211) 3 666,667 2,104,306 15,000,000 - - 151,515,494 - 4,949,606 3,740,570 2,604,148 1,026,667 (560,208) - 2,888,492 Total 177,141,159 6,000,000 4,002,690 (2,125,355) (1,749,211) 183,469,283 Note 1: Number of shares held when director resigned on 30 May 2022. Note 2: Number of shares held when director was appointed on 14 June 2002. Note 3: Number of shares sold during the year. Other Equity-related KMP Transactions There have been no other transactions involving equity instruments, apart from those described in the tables above, relating to options, rights and shareholdings. Other Transactions with KMP and/or their Related Parties There were no other transactions conducted between the Group and KMP or their related parties, apart from those disclosed above relating to equity, compensation and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons. This Report of Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of the directors. ROBERT BESLEY CHAIR Perth, 21 March 2023 Auditor's Independence Declaration As auditor for the audit of Image Resources NL for the year ended 31 December 2022, I declare that, to the best of my knowledge and belief, there have been: I) II) no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Image Resources NL and the entities it controlled during the period. Elderton Audit Pty Ltd Rafay Nabeel Director 21 March 2023 Perth 21 22 48 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 49 CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff pprrooffiitt oorr lloossss aanndd ootthheerr ccoommpprreehheennssiivvee iinnccoommee Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2022 FOR THE YEAR ENDED 31 DECEMBER 2022 CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff ffiinnaanncciiaall ppoossiittiioonn As at 31 December 2022 Consolidated Statement of Financial Position AS AT 31 DECEMBER 2022 Continuing operations Operating sales revenue Cost of sales Gross profit Government royalties Shipping and other selling costs Corporate expenses Exploration and evaluation expenses Other income and expense Foreign currency gain / (loss) Operating profit Finance income Financing costs Profit before income tax Income tax expense Profit for the year from continuing operations Other comprehensive income Items that may be reclassified subsequently to profit or loss Changes in the fair value of financial assets measured at fair value through other comprehensive income Items that will not be reclassified to profit or loss Hedging gain / (loss) Total other comprehensive income Total comprehensive income for the year Year to 31 Dec 2022 ($000) Year to 31 Dec 2021 ($000) Notes 3 3 3 3 3 6 171,537 178,847 (113,880) (115,143) 57,657 63,704 (7,790) (16,035) (6,385) (5,330) 115 1,810 24,042 58 (2,539) 21,561 (6,393) 15,168 (7,944) (20,253) (4,986) (3,549) 86 1,429 28,487 27 (1,192) 27,322 (7,938) 19,384 (6) 4 177 171 15,339 (475) (471) 18,913 Net profit attributable to owners of Image Resources NL 15,168 19,384 Total comprehensive income attributable to owners of Image Resources NL Earnings per share Basic earnings per share Diluted earnings per share The accompanying notes form part of these financial statements. 15,339 18,913 Notes Cents Cents 5 5 1.43 1.42 1.94 1.81 Current assets Cash and cash equivalents Trade and other receivables Inventory Other financial assets Total current assets Non-current assets Property, plant and equipment Other financial assets Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Provisions Borrowings Income tax payable Total current liabilities Non-current liabilities Trade and other payables Provisions Borrowings Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity The accompanying notes form part of these financial statements. Notes 7 8 11 9 10 9 6 12 13 14 6 13 14 6 15 16 16 31 Dec 2022 ($000) 53,455 2,021 27,950 1,416 84,842 107,045 4,658 4,534 116,237 201,079 21,718 11,929 108 8,622 42,377 455 41,961 89 - 42,505 84,882 31 Dec 2021 ($000) 79,840 2,318 21,739 1,745 105,642 68,962 4,629 - 73,591 179,233 19,560 1,004 148 11,093 31,805 - 35,611 172 742 36,525 68,330 116,197 110,903 127,331 18,713 (29,847) 116,197 113,999 26,764 (29,860) 110,903 23 24 50 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 51 CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff cchhaannggeess iinn eeqquuiittyy Consolidated Statement of Changes in Equity For the Year Ended 31 December 2022 FOR THE YEAR ENDED 31 DECEMBER 2022 CCoonnssoolliiddaatteedd ssttaatteemmeenntt ooff ccaasshh fflloowwss Consolidated Statement of Cash Flows For the Year Ended 31 December 2022 FOR THE YEAR ENDED 31 DECEMBER 2022 Balance at 1 January 2021 110,607 24,783 3,100 (29,860) 108,630 Issued Capital ($000) Profit Reserve Account ($000) Other Reserves ($000) Accum’d Losses ($000) Total ($000) - - - 19,384 19,384 (471) - (471) 19,384 - (19,384) - Comprehensive profit Operating profit for the year Other comprehensive income Transfer to profit reserve – dividend Total comprehensive profit for the year Derivatives fair value movement Transactions with owners in their capacity as owners Dividends declared Share based payment Warrants exercised during the year Shares issued during the year Shares cancelled during the year Cost of share issue - - - - - - - - 3,916 (510) (14) 19,384 (471) - 18 (19,877) - - - - - - 67 (240) - - - Total transactions with owners in their capacity as owners 3,392 (19,877) (155) Balance at 31 December 2021 113,999 24,290 2,474 (29,860) 110,903 Issued Capital ($000) Profit Reserve Account ($000) Other Reserves ($000) Accum’d Losses ($000) Total ($000) - 15,168 15,168 - - 15,168 15,168 - 171 - - (15,168) 171 (18) Comprehensive profit Operating profit for the year Other comprehensive income Transfer to profit reserve – dividend Total comprehensive profit for the year Derivatives fair value movement Transactions with owners in their capacity as owners Dividends declared Warrants exercised during the year Shares issued during the year Shares cancelled during the year Options cancelled during the year Cost of share issue - - - - - - - 15,402 (2,043) - (27) (20,776) - - - - - - (2,583) - - (13) - - - - - - - - - - 18,913 18 (19,877) 67 (240) 3,916 (510) (14) (16,640) 171 - 15,339 (18) (20,776) (2,583) 15,402 (2,043) - (27) - - - - - - 13 - CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and contractors Interest received Interest paid Other income Income tax paid Net cash from operating activities 7 CASH FLOWS FROM INVESTING ACTIVITIES Payments for security deposits Payments for financial derivatives Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Payments for exploration and evaluation Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from new issues of shares Payments for share issue costs Dividends paid Repayment of borrowings Net cash used in financing activities Net increase / (decrease) in cash held Cash at beginning of the year Effect of exchange fluctuations on cash held Cash and cash equivalents at the end of the year 7 The accompanying notes form part of these financial statements. Notes Year to 31 Dec 2022 ($000) Year to 31 Dec 2021 ($000) 173,446 190,587 (121,372) (113,332) 58 27 (1,258) (1,147) 60 (14,139) 36,795 - (228) 3 (49,692) (5,231) 84 (1,486) 74,733 (85) - 4 (7,630) (3,795) (55,148) (11,506) 3,529 (27) 996 414 (15) 512 (12,770) (19,025) - (17,169) (8,272) (35,283) (26,625) 79,840 240 53,455 27,944 50,761 1,135 79,840 15 14 14 Balance at 1 January 2022 113,999 24,290 2,474 (29,860) 110,903 Proceeds from employee loan repayments Total transactions with owners in their capacity as owners 13,332 (20,776) (2,614) 13 (10,045) Balance at 31 December 2022 127,331 18,682 31 (29,847) 116,197 The accompanying notes form part of these financial statements. 25 26 52 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 53 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Note 1 Basis of Preparation The financial statements cover the consolidated group comprising Image Resources NL (the Company) and its subsidiaries, together referred to as Image or the Group. The Company is a for-profit company limited by shares and incorporated in Australia, whose shares are publicly traded on the Australian Stock Exchange. The financial statements were authorised for issue on 21 March 2023. NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Note 2 Operating Segments Segment Information Identification of reportable segments The Group has identified that it operates in only one segment based on the internal reports that are reviewed and used by the Board of directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, Australian Group is a minerals sands production and exploration Group. Currently all the Group’s mineral sands tenements and resources Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the are located in Western Australia. Corporations Act 2001. Revenue and assets by geographical region Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report The Group's revenue is derived from sources and assets located wholly within Australia. containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards (IFRSs). Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently Major customers The Group currently provides products to two off-takers plus one buyer outside the primary offtake agreements. applied unless otherwise stated. Financial information The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. The Directors consider the going concern basis of preparation to be appropriate based on forecast future cash flows. Foreign Currency Translation Both the functional and presentation currency of the Company is in Australian Dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange at balance date. All translation differences relating to transactions and balances denominated in foreign currency are taken to the Statement of Profit and Loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined. Critical Accounting Estimates, Assumptions and Judgements The Group makes estimates and assumptions concerning the future in applying its accounting policies. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are found in the following notes: Income Tax Property, Plant and Equipment Provisions Note 6 Note 10 Note 13 Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the period in which the estimates are revised, and future periods affected. Rounding of amounts All amounts in the financial statements have been rounded to the nearest thousand dollars, except as indicated, in accordance with the ASIC Corporations Instrument 2016/191. Other Accounting Policies Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements or at note 26 Reportable items required to be disclosed in this note are consistent with the information disclosed in the Statement of Profit or Loss and Other Comprehensive Income and Statement of Financial Position and are not duplicated here. Accounting Policy Operating segments are reported in a manner that is consistent with the internal reporting to the chief operating decision maker (“CODM”), which has been identified by the Group as the Managing Director and other members of the Board of Directors. Note 3 Revenue and Expenses Sales Revenue Concentrate sales Operating Expenses Mine operating costs Depreciation and amortisation Amortisation of capitalised borrowing costs Inventory movement Cost of sales Gross Profit Foreign Currency Gain / (Loss) Realised foreign currency gain / (loss) Unrealised foreign currency gain / (loss)_ Finance Income Interest income Finance Costs Interest expense Loss on hedging maturities Year to 31 Dec 2022 ($000) Year to 31 Dec 2021 ($000) 171,537 178,847 (84,230) (33,112) (2,461) 5,923 (77,092) (33,362) (5,705) 1,016 (113,880) (115,143) 57,657 63,704 (88) 1898 1,810 247 1,182 1,429 58 27 (1,436) (1,103) (2,539) (906) (286) (1,192) 27 28 54 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 55 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Note 3 Revenue and Expenses (Cont’d) Accounting Policy Revenue Recognition The Group recognises revenue as follows: Revenue from contracts with customers Note 5 Earnings Per Share Basic earnings per share Diluted earnings per share Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account Reconciliation of earnings used in calculating earnings per share estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance Profit attributable to ordinary equity holders of the Company used in calculating basic obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises and diluted earnings per share revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods Year to 31 Dec 2022 (Cents) 1.43 1.42 Year to 31 Dec 2021 (Cents) 1.94 1.81 ($000) ($000) 15,168 19,384 Number of shares Number of shares or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Sale of goods Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery. Rendering of services Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Note 4 Auditors Remuneration Amounts received or due and receivable by the auditors of the Company for: - Auditing and reviewing the financial reports – (Elderton Audit Pty Ltd) 56 51 Year to 31 Dec 2022 ($000) Year to 31 Dec 2021 ($000) Weighted average number of ordinary shares used in the calculation of basic earnings per share 1,060,059,599 998,194,328 Weighted average number of ordinary shares used in the calculation of diluted earnings per share Weighted average number of ordinary shares (basic) 1,060,059,599 998,194,327 Effects of dilution from: Warrants Options 9,525,458 8,416,438 33,689,873 10,000,000 Weighted average number of ordinary shares (diluted) 1,078,001,495 1,041,884,200 The Company had 8,000,000 (2021: 10,000,000l) options over fully paid ordinary shares on issue at balance date. Accounting Policy (i) (ii) Basic Earnings per Share – Basic earnings per share (EPS) is determined by dividing the profit or loss from continuing operations after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year. Diluted Earnings per Share – Options that are considered to be dilutive are taken into consideration when calculating the diluted earnings per share. Year to 31 Dec 2022 ($000) Year to 31 Dec 2021 ($000) Note 6 The major components of income tax expense for the years ended 31 December 2022 and 2022 are: Income Tax Current income tax Current income tax charge Adjustments in respect of current income tax of previous years Deferred income tax Relating to origination and reversal of temporary differences Adjustments in respect of deferred tax of previous years Income tax expense in the statement of profit or loss 12,001 (332) (5,427) 151 6,393 12,579 (1,282) - (4,500) 1,141 7,938 29 30 56 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 57 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Year to 31 Dec 2022 ($000) Year to 31 Dec 2021 ($000 Reconciliation of income tax expense to prima facie tax payable The prima facie tax payable on profit / (loss) from ordinary activities before tax is reconciled to the income tax (expense) / benefit as follows: Accounting profit before tax 21,561 27,322 Prima facie tax on operating profit at statutory rate of 30% (2019: 30%) Non-deductible expenses Capital raising costs charged to equity Costs classified as other comprehensive income Adjustments in respect of current income tax of previous years Adjustments in respect of deferred tax of previous years Income tax expense 6,469 63 (10) 53 (333) 151 6,393 8,196 30 (5) (142) (1,282) 1,141 7,938 The Corporate tax rate payable by the Company if the Company was required to pay income tax in the year ended 31 December 2022 was 30% (31 December 2021: 30%). The deferred tax asset held on the balance sheet is calculated at the 30% income tax rate. Deferred tax assets Deferred tax liabilities Net deferred tax assets / (liabilities) 12,678 (8,144) 4,534 Composition of and movements in deferred tax assets and liabilities during the year Property, plant and equipment Unrealised foreign exchange gains Provisions and accruals Capital raising costs Mine rehabilitation Borrowing costs Receivables Consumables Inventories Financial derivatives Investments Net deferred tax assets / (liabilities) Assets 2022 ($000) - 715 431 22 11,510 2021 ($000) - 1,284 394 113 7,074 - - - - - - - - - - - - Liabilities Net 2022 ($000) (4,780) 2021 ($000) (6,344) - - - - (738) (3) (619) - - - - (1,476) (4) (532) 2022 ($000) (4,780) 715 431 22 11,510 (738) (3) (619) (1,947) (1,245) (1,947) (1,245) (53) (4) - (6) (53) (4) - (6) 12,678 8,865 (8,144) (9,607) 4,534 (742) 8,865 (9,607) (742) 2021 ($000) (6,344) 1,284 394 113 7,074 (1,476) (4) (532) Accounting Policy The income tax expense for the year comprises current income tax expense and deferred tax expense. Current income tax expense charged to the Statement of Profit or Loss and Other Comprehensive Income is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities and assets are therefore measured at the amounts expected to be paid to or recovered from the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses, if any in fact are brought to account. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. Key Estimate - Recovery of Deferred Tax Assets or Liabilities Judgement is required in determining whether deferred tax assets or liabilities are recognised in the Consolidated Statement of Financial Position. Deferred tax assets or liabilities, including those arising from unutilised tax losses, require management to assess the likelihood that the Group will generate taxable earnings in future periods, in order to utilise recognised deferred tax assets or liabilities. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise net deferred tax assets or liabilities could be impacted. Additionally, future changes in tax laws could limit the ability of the Group to obtain tax deductions in future periods. The Group has unrecognised deferred tax assets or liabilities arising from tax losses and other temporary differences. The ability of the Group to utilise its tax losses is subject to meeting the relevant statutory tests. The income tax expense has been estimated and calculated based on management’s best knowledge of current income tax legislation. There may be differences with the treatment of individual jurisdiction provision’s but these are not expected to have any material impact on the amounts as reported. 31 32 58 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 59 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Note 7 Cash and Cash Equivalents Cash at bank Deposits at call Cash flows from operating activities reconciliation Operating profit after income tax: Effect of non-cash items Income tax expense Depreciation and amortisation expense Exploration and evaluation expense Profit on sale of property, plant and equipment Realised foreign currency loss Unrealised foreign currency (gain) / loss Share based payments expense Financial derivative expenses Changes in operating assets and liabilities: Increase in trade and other receivables relating to operating activities Decrease in prepayments Increase in inventory Increase / (Decrease) in trade and other payables relating to operating activities Increase / (Decrease) in provisions Cash flow from operations Recognition and Measurement 31 Dec 2022 ($000) 53,439 16 53,455 31 Dec 2021 ($000) 79,824 16 79,840 15,346 19,384 (7,747) 35,835 5330 (3) 1,658 (1,898) - (177) 255 43 (6,211) 1,051 (6,687) 36,795 6,452 39,241 3,549 (2) (411) (659) 67 (475) 10,957 (608) (1,298) (1,511) 47 74,733 Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Note 8 Trade and Other Receivables GST and tax refundable Restricted cash – security for guarantees Prepayments Other receivables Note 9 Other Financial Assets Current Loans to employees – (Employee share plan) Loans to Key Management Personnel – (Employee share plan) Derivatives Non-Current Loans to Employees – (Employee Share Plan) Loans to Key Management Personnel (Employee Share Plan) Equity investments at fair value – shares in listed corporations 877 142 900 102 2,021 696 316 404 1,416 3,544 1,088 26 4,658 1,022 142 943 211 2,318 1,137 590 18 1,745 3,420 1,176 33 4,629 Note 10 Property, Plant and Equipment Plant and Land and Mine Borrowing Equipment Buildings Development Costs Exploration ($000) ($000) ($000) ($000) ($000) Year ended 31 December 2021 Balance at 1 January 2020 Additions Mine closure and rehabilitation asset Disposals Depreciation 25,344 1,594 - (12) (12,482) 18,388 2,203 - - - 28,447 5,598 15,859 - 10,627 - - - (21,053) (5,706) - 155 - - - Total ($000) 82,806 9,550 15,859 (12) (39,241) Closing Net Book Value 14,444 20,591 28,851 4,921 155 68,962 At 31 December 2021 Cost Accumulated Depreciation 56,929 (42,485) 20,591 66,602 21,968 - (37,751) (17,047) Net Book Value 14,444 20,591 28,851 4,921 155 - 155 166,245 (97,283) 68,962 Year ended 31 December 2022 Balance at 1 January 2021 Additions Mine closure and rehabilitation asset Asset Transfer Disposals Depreciation Closing Net Book Value At 31 December 2022 Cost Accumulated Depreciation 14,444 726 - 10,000 (9,030) 16,140 67,655 (51,515) 20,591 5,477 - - - - 28,851 5,175 23,961 (10,000) - 4,921 - - - - (24,343) (2,461) 155 38,578 - - - - 68,962 49,956 23,961 - - (35,834) 26,068 23,644 2,460 38,733 107,045 26,068 85,738 21,968 38,733 240,162 - (62,094) (19,508) - (133,117) Net Book Value 16,140 26,068 23,644 2,460 38,733 107,045 Property, plant and equipment includes the purchase of a wet concentration mineral sands processing plant and ancillary mining and processing equipment from Murray Zircon on 8 June 2016 for $11,935,028 and construction costs incurred building the Boonanarring Mine. Mine development expenditure represents the cost incurred in preparing mines for commissioning and production, other attributable costs incurred before production commences and mine closure and rehabilitation costs. Land represents farm lots at Boonanarring and Atlas which the Group has acquired. Borrowing costs incurred financing the senior debt facility were fully capitalised to property, plant and equipment. Depreciation on plant and equipment, mine development and borrowing costs is charged to the inventory cost base. The calculation of the plant and equipment depreciation assumes that the plant and equipment will have a market value of $15M once the processing of all Boonanarring mined ore has been completed. At 1 January 2021 this value was increased from $10M to $15M. Leases The Group has lease contracts for motor vehicles and office equipment used in its operations. The leases have lease terms between 3 and 5 years. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. The right of use assets is included in Plant and Equipment above as their values are too immaterial to state separately. 33 34 60 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 61 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Set out below are the leased assets carrying amounts recognised and the movements during the period. Year ended 31 December 2021 Balance at 1 January 2021 Additions Depreciation Closing Net Book Year ended 31 December 2022 Balance at 1 January 2022 Additions Depreciation Closing Net Book Office Lease ($000) Motor Office Vehicles Equipment ($000) ($000) - 355 (79) 276 276 - (118) 158 78 32 (76) 34 34 78 (61) 51 5 - (5) - - - - - Total ($000) 83 387 (160) 310 310 78 (179) 209 Recognition and Measurement of Property, Plant and Equipment Property, plant and equipment is stated at historical cost, less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items and costs incurred in bringing the asset into use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item flow to the Group and the cost of the item can be measured reliably. The Group recognises the right-of-use asset and the lease liability at the lease commencement date. The right-of-use asset is initially measured at cost (at the present value of future lease payments), and subsequently at cost less accumulated depreciation, any impairment losses and adjustments for remeasurement of the lease liability. The lease liability is initially measured at the present value of the lease payments expected to be paid over the lease term, discounted using the interest rate implicit in the lease or, if the rate cannot be readily determined, then the Groups’ incremental borrowing rate or, where not available, a market rate alternative. The lease liability is further remeasured if the estimated future lease payments change. Key Estimate - Impairment of Property, Plant and Equipment and Mine Development Expenditure Non-current assets are assessed for impairment when there is an indication that their carrying amount may not be recoverable. The recoverable amount of each Cash Generating Unit (CGU) is determined as the higher of value-in-use and fair value less costs of disposal estimated on the basis of discounted present value of the future cash flows (a level 3 fair value estimation method). The estimates of discounted future cash flows for each CGU are based on significant assumptions including:       estimates of the quantities of mineral reserves and ore resources for which there is a high degree of confidence of economic extraction and the timing of access to these reserves and ore resources; future production levels and the ability to sell that production; future product prices based on the Group’s assessment of forecast short and long-term prices for each of the key products; future exchange rates for the Australian dollar compared to the US dollar using external forecasts by recognised economic forecasters; future cash costs of production, sustaining capital expenditure, rehabilitation and mine closure; the asset specific discount rate applicable to the CGU. Determination of Mineral Resources and Ore Reserves The determination of reserves impacts the accounting for asset carrying values, depreciation and amortisation rates, and provision for decommissioning and restoration. The information in this report as it relates to ore reserves, mineral resources or mineralisation is reported in accordance with the AusIMM “Australian Code for Reporting of Identified Mineral Resources and Ore Reserves 2012”. The information has been prepared by or under supervision of competent persons as identified by the Mine development costs are capitalised to property, plant and equipment only once a decision to mine is made and the Code. development is fully funded. Mine development expenditure represents the cost incurred in preparing mines for commissioning and production, and also includes other attributable costs incurred before production commences. These costs are capitalised to the extent they are expected to be recouped through successful exploitation of the related mining project. Once production commences, these costs are amortised over the estimated economic life of the mine on a units of production basis. Mine development costs are written off if the mine property is abandoned. Development costs incurred to maintain production are expensed as incurred against the related production. At each reporting date, the entity assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the entity makes a formal assessment of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value less costs of disposal and value in use. Depreciation Depreciation is provided on a straight-line or units of production basis on all plant and equipment commencing from the time the asset is held ready for use. Major depreciation periods are:   Plant and equipment – 1 to 5 years Motor vehicles – 3 to 5 years An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. The assets’ residual values, useful lives and depreciation methods are reviewed at each reporting period and adjusted prospectively, if appropriate. Right of Use Assets As a lessee, the Group recognises a right-of-use asset, representing its right to use the underlying asset and a corresponding lease liability, on the statement of financial position, for leases (other than short term and low value lease). The right-of-use asset is amortised on a straight-line basis over its lease term. There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may ultimately result in the reserves being restated. Note 11 Current Inventory Ore stockpiles Heavy mineral concentrate and other intermediate stockpiles Stores and consumables 31 Dec 2022 ($000) 3,220 22,667 2,063 27,950 31 Dec 2021 ($000) 2,459 17,506 1,774 21,739 Accounting Policy Inventories of heavy mineral concentrate are valued at the lower of weighted average cost and net realisable value (NRV). Cost comprises direct costs and an appropriate proportion of fixed and variable expenditure including depreciation and amortisation. Inventories of consumable supplies and spare parts to be used in production are valued at weighted average cost. NRV is the estimated selling price in the ordinary course of business less the estimated costs of production and to complete the sale. 35 36 62 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 63 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Note 12 Trade and Other Payables Current Trade creditors Accruals GST and tax payable Dividends payable Other payables Non-Current Other payables 31 Dec 2022 ($000) 10,694 9,474 7 1,082 461 21,718 455 455 31 Dec 2021 ($000) 10,418 8,848 209 - 85 19,560 - - Trade creditors, accruals, GST and tax payables and other payables are normally settled on 30 Day terms. Accounting Policy Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Mine Closure and Rehabilitation A mine closure and rehabilitation provision is recognised at the commencement of a mining project and/or construction based on the estimated costs necessary to meet legislative requirements by estimating future costs and discounting these to a present value. The provision is recognised as a liability, separated into current (estimated costs arising within twelve months) and non- current components based on the expected timing of these cash flows. A corresponding asset is included property, plant and equipment (mine development assets section), only to the extent that it is probable that future economic benefits associated with the restoration expenditure will flow to the entity, and is amortised over the life of the mine. At each reporting date the mine closure and rehabilitation provision is re-measured in line with changes in discount rates and timing or amounts of the costs to be incurred. Adjustments to the estimated amount and timing of future closure and rehabilitation cash flows are a normal occurrence in light of the significant judgements and estimates involved and are dealt with on a prospective basis as they arise. Employee Benefits These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the Provision is made for the Group’s liability for employee benefits arising from services rendered by non-casual employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected reporting date. Note 13 Provisions Current Employee leave benefits Mine closure and rehabilitation Non-Current Employee leave benefits Mine closure and rehabilitation Movement in mine closure and rehabilitation Balance at the beginning of the year Increase in rehabilitation estimate Rehabilitation activities Unwinding of discount 1,329 10,600 11,929 58 41,903 41,961 35,579 23,961 (7,296) 259 52,503 1,004 - 1,004 32 35,579 35,611 19,720 15,663 - 196 35,579 Mine closure and rehabilitation obligations The calculation of the mine closure and rehabilitation provision requires assumptions such as application of environmental legislation, plant closure dates, available technologies, engineering costs and inflation and discount rates. A change in any of the assumptions used may have a material impact on the carrying value of mine closure and rehabilitation obligations. The mine closure and rehabilitation provision is recorded as a liability at fair value, assuming a risk-free discount rate equivalent to the 5 year Australian US Government bond rate of 1.45% as at 31 December 2022 (31 December 2021: 0.99%) and an inflation factor of 3.0% (31 December 2021: 1.0%). Although the ultimate amount to be incurred is uncertain, management has, at 31 December 2021, estimated the asset retirement cost of work completed to date using an expected remaining mine life of 1.5 years and a total undiscounted estimated cash flow of $34,523,627 (31 December 2021: $34,523,627). Management’s estimate of the underlying asset retirement costs are independently reviewed by an external consultant on a regular basis for completeness and was most recently reviewed in December 2021. to be paid when the liability is settled. Key Estimate - Rehabilitation and Site Restoration Provision Significant estimates and assumptions are made in determining the provision for rehabilitation of the mine as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases as compared to inflation rates, and changes in discount rates. These uncertainties may result in future actual expenditure differing from amounts currently provided. Changes in the liability relating to mine closure and rehabilitation obligations are added to or deducted from the related asset (where it is probable that future economic benefits will flow to the entity), other than the unwinding of the discount which is recognised as a financing expense in the Statement of Profit and Loss and Other Comprehensive Income. Changes in the asset value have a corresponding adjustment to future amortisation charges. The mine closure and rehabilitation provision does not include any amounts related to remediation costs associated with unforeseen circumstances. Note 14 Borrowings Current Lease liabilities Non-Current Lease liabilities Total Current and Non-Current Lease Liabilities Movement Balance at the beginning of the year Additions Accretion of interest Payments Balance at the end of the year Interest Rate (8%) (8%) 31 Dec 2022 ($000) 31 Dec 2021 ($000) 108 108 89 89 197 320 79 35 (237) 197 148 148 172 172 320 105 392 22 (199) 320 37 38 Lease liabilities includes leases for motor vehicles and the office lease for three years from 1 May 2021 for Level 2, 7 Ventnor Avenue, West Perth WA 6005. 64 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 65 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Leases As a lessee, the Group recognises a right-of-use asset, representing its right to use the underlying asset and a corresponding lease liability, on the statement of financial position, for leases (other than short term and low value lease). The right-of-use asset is amortised on a straight-line basis over its lease term. Note 16 Reserves and Accumulated Losses Reserves The Group recognises the right-of-use asset and the lease liability at the lease commencement date. The right-of-use asset is initially measured at cost (at the present value of future lease payments), and subsequently at cost less accumulated Profit Reserve – Dividend Other Reserves depreciation, any impairment losses and adjustments for remeasurement of the lease liability. The lease liability is initially Fair value reserve of financial assets measured at the present value of the lease payments expected to be paid over the lease term, discounted using the interest rate implicit in the lease or, if the rate cannot be readily determined, then the Groups’ incremental borrowing rate or, where not available, a market rate alternative. The lease liability is further remeasured if the estimated future lease payments change. Accounting Policy Borrowings are initially recognised at fair value and revalued where the borrowings are denominated in a foreign currency. Transaction costs paid on the establishment of loan facilities are capitalised to property, plant and equipment to the extent that it is probable that some or all of the facility will be drawn down and that the borrowings are directly related to the purchase of property, plant and equipment. Where there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is expensed to profit and loss. Borrowing costs incurred after the property, plant and equipment is installed and operating are expensed to the profit and loss statement directly. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. The fair value of financial liabilities carried at amortised cost approximates their carrying values. Note 15 Issued Capital Contributed Equity – Ordinary Shares At the beginning of the period Warrants exercised at $0.1365 expiring 20 May 2023 Warrants exercised at $0.11385 expiring 24 May 2023 Dividend reinvestment plan shares Employee share plan shares issued at $0.162 Employee share plan shares issued at $0.145 Employee shares cancelled Share issue costs Balance at the end of the period Terms and Conditions of Contributed Equity Year to 31 Dec 2022 Year to 31 Dec 2021 No. ($000) No. ($000) 1,012,642,386 113,999 992,139,693 110,607 7,898,901 21,525,000 33,384,977 1,702 4,409 6,683 3,035,714 - 3,562,802 - - 16,353,949 17,978,563 (9,236,211) - 2,607 (2,042) (27) - (2,449,772) - 654 - 613 2,649 - (509) (15) 1,084,193,616 127,331 1,012,642,386 113,999 Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares held, regardless of the amount paid up thereon. At a general meeting every shareholder present in person or by proxy, representative or attorney has: a) on a show of hands, one vote; and b) on a poll, one vote for each fully paid share held. Accounting Policy Ordinary share capital is recognised at the fair value of the consideration received by the Group. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. 31 Dec 2022 ($000) 31 Dec 2021 ($000) 18,682 24,290 10 - 265 54 (298) 31 16 18 2,848 67 (475) 2,474 Hedging reserve Warrants reserve Share based payments reserve Other reserves – OCI Closing balance 18,713 26,764 Profit Reserve Account Balance at the beginning of the year Current year profit Dividend paid Balance at the end of the year Fair Value Reserve of Financial Assets Balance at the beginning of the year Changes in the fair value of equity investments Balance at the end of the year Hedging Reserve Balance at the beginning of the year Changes in hedging fair value Balance at the end of the year Reserve – Warrants Balance at the beginning of the year Exercise of warrants Balance at the end of the year Share Based Payments Reserve Balance at the beginning of the period Share based payment Cancellation of director options Balance at the end of the period Other Reserves Balance at the beginning of the period Other comprehensive income Balance at the end of the period 24,290 15,168 24,783 19,384 (20,776) (19,877) 18,682 24,290 16 (6) 10 18 (18) - 2,848 (2,583) 265 67 - (13) 54 (475) 177 (298) 12 4 16 - 18 18 3,088 (240) 2,848 - 67 - 67 - (475) (475) 39 40 66 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 67 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Profit Reserve Account The following table lists the inputs to the model used for the year ended 31 December 2018. The profits from the years ended 31 December 2022 and 31 December 2021 were transferred to a profit reserve to be applied against future dividend payments. Warrants Reserve The warrants reserve is used to recognise the fair value of warrants issued Hedging Reserve Image uses two types of hedging instruments as part of its foreign currency risk management strategy. These include foreign currency forward contracts and foreign currency call options. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the cash flow hedge reserve. Warrants The Company had the following warrants over un-issued fully paid ordinary shares at the end of the year: Exercisable at $0.1365 on or before 20 May 2023 Exercisable at $0.11385 on or before 24 May 2023 Accumulated Losses Opening balance Profit for the year Transfer to profit reserve account Cancellation of director option – share based payment reversal 31 Dec 2022 No. 31 Dec 2021 No. 3,351,099 - 11,250,000 21,525,000 3,351,099 32,775,000 ($000) ($000) (29,860) 15,168 (15,168) 13 (29,860) 19,384 (19,384) - (29,847) (29,860) a) Summaries of warrants granted The following table details the number and weighted average exercise prices (WAEP) and movements in warrants issued during the year. Outstanding at 1 January Issued during the year Exercised during the year Number 2022 32,775,000 - WAEP 2022 0.1216 - Number 2021 35,810,714 - WAEP 2020 0.1204 - 31 Dec 2018 31 Dec 2018 Tranche A Tranche B Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of warrants (years) Warrant exercise prices ($) Weighted average share price at grant date ($) Nil 85% 2.50% 5.02 $0.091 $0.13 Nil 85% 2.47% 4.95 $0.79 $0.12 The minimum life of the Warrants is the length of any vesting period. The maximum life is based on the expiry date. For the purposes of these warrants the exercise date is estimated as the expiry date. The expected volatility reflects the assumption that the historical volatility was indicative of future trends, which may also not necessarily be the actual outcome. No other features of warrants granted were incorporated into the measurement of fair value. Note 17 Tenement Expenditure Commitments The Group has certain obligations to perform minimum exploration work on the tenements in which it has an interest. These obligations vary from time to time. The aggregate of the prescribed expenditure conditions applicable to the granted tenements for the next twelve months amounts to $1,860,820. Application for exemption from all or some of the prescribed expenditure conditions will be made but no assurance is given that any such application will be granted. Nevertheless, the Group is optimistic, given its level of expenditure in the North Perth Basin, that it would likely be granted exemptions, on a project basis, in respect of the prescribed expenditure conditions applicable to many of its North Perth Basin tenements. If the prescribed expenditure conditions are not met with respect to a tenement, that tenement is liable to forfeiture. The Group has the ability to diminish its exposure under these conditions through the application of a variety of techniques including applying for exemptions (from the regulatory expenditure obligations), surrendering tenements, relinquishing portions of tenements or entering into farm-out agreements whereby third parties bear the burdens of such obligation in whole or in part. Note 18 Tenement Access The interests of holders of freehold land encroached by the Tenements are given special recognition by the Mining Act (WA). As a general proposition, a tenement holder must obtain the consent of the owner of freehold before conducting operations on (29,423,901) 0.1199 (3,035,714) 0.1365 such freehold land. Unless it already has secured such rights, there can be no assurance that the Group will secure rights to Outstanding at 31 December 3,351,099 0.1365 32,775,000 0.1216 access those portions of the Tenements encroaching freehold land. Exercisable at 31 December 3,351,099 0.1365 32,775,000 0.1216 b) Weighted average remaining contractual life The Group has finalised negotiations with the Traditional Owners and their representatives in regard to the Native Title claim affecting part of the Atlas deposit and being the subject of a registered (but undetermined) claim. The agreement is in the process of being signed by all parties. This is the only deposit forming part of the high-grade dry mining targets within the North Perth Basin (NPB) Project which has, insofar as the Group is aware, any potential to be subject to Native Title. However, heritage The weighted average remaining contractual life for the warrants outstanding as at 31 December 2022 is between 0 and 1 years aspects of the remaining areas of the project still have to be taken into consideration. (31 December 2021: Between 1 and 2 years). c) Range of exercise price The range of exercise prices for warrants outstanding at the end of the year was $0.11385 to $0.1365 (31 December 2021: $0.11385 to $0.1365). d) Weighted average fair value The weighted average fair value of warrants granted during the year was Nil (31 December 2021: Nil). e) Warrants pricing model The fair value of warrants previously granted was estimated as at the date of grant using a Black-Scholes option pricing model taking into account the terms and conditions upon which the warrants were granted. Outside of the NPB Project the Group’s other tenements may contain dredge mining targets which could be subject to Native Title claim. The Group is not in a position at this time to assess the likely effect of any Native Title claim impacting the Group. Note 19 Significant Events Subsequent to Reporting Date There were no material significant events subsequent to the reporting date. 41 42 68 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 69 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Note 20 Employee Benefits Employee Share Plan (f) Weighted average fair value Weighted average fair value of options granted during the year was $0.006728 (2021: $0.006728). Under the terms of the Image Share Plan (“ESP”), as approved by shareholders, Image may, in its absolute discretion, make an offer of ordinary fully paid shares in Image to any Eligible Employee, to be funded by a limited recourse interest free loan granted (g) Option pricing model by the Company. The issue price is determined by the Directors and is not to be less than the volume weighted average price of shares in the 5 trading days prior to the Issue Date. Eligible Employees use the abovementioned loan to acquire the plan shares. The loan amount per share may in certain circumstances be more than the issue price where shareholder approval is required for the issue and the share price is more than the issue price. The shares may be sold 12 months after their issue date generally only if the employee is currently employed. The following table illustrates the number, weighted average share loan prices (WASLP) and weighted average share issue price (WASIP), and movements in plan shares during the year. Outstanding at 1 January Granted during the year Sold during the year Released to employee Number 2022 WASIP 2022 33,600,999 17,978,563 (4,919,423) (339,976) 0.188 0.145 0.202 - WASLP 2022 0.188 0.145 Number 2021 24,013,898 16,353,949 0.202 (4,317,076) - - Cancelled during the year (9,236,211) 0.221 0.221 (2,449,772) Outstanding at 31 December 37,083,952 0.152 0.152 33,600,999 0.205 0.162 0.162 - 0.208 0.188 Exercisable at 31 December 19,105,389 0.159 0.159 17,247,050 0.213 0.205 0.162 0.162 - 0.208 0.188 0.213 WASIP 2021 WASLP 2021 Non-Executive Directors Option Plan The Shareholders of the Company approved the issue of 10,000,000 options to Non-Executive Directors of the Company at the Annual General Meeting of the Company on 27 May 2021. (a) General terms of Option Plan There is no consideration paid for the issue of the Options. There is no vesting period required for the exercise of the options to shares. The fair value of the equity-settled share options granted under the option plan is estimated as at the date of grant using a Black- Scholes model taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used for the year ended 31 December 2021: Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of options (years) Option exercise price Weighted average share price at grant date ($) 2021 12.12% 50.33% 0.015% 2 years $0.3200 $0.1689 NOTE 21 RELATED PARTY AND RELATED ENTITY TRANSACTIONS Key Management Personnel Compensation Short-term employee benefits Post-employment benefits Equity-settled share-based payments 31 Dec 2022 ($000) 2,233 117 - 2,350 31 Dec 2021 ($000) 2,143 114 67 2,324 Short-term employee benefits These amounts include fees and benefits paid to non-executive Chair and non-executive directors as well as all salary and paid leave benefits awarded to executive directors and other KMP. Post-employment benefits Unexercised options will lapse prior to the expiry date if a Directors ceases to be an officer or employee of the Company. These amounts are the costs of superannuation contributions payable for the period. (b) Recognise share-based payment expense Equity-settled share-based payments The share-based payment expense for the year ended 31 December 2022 in relation the non-executive director option plan charged to profit and loss was Nil. (31 December 2021: 67,000). (c) Summary of options granted Outstanding at 1 January Issued during the year Lapsed during the year Outstanding at 31 December Exercisable at 31 December Number 2021 10,000,000 WAEP 2021 0.32 Number 2021 - - - 10,000,000 (2,000,000) 8,000,000 8,000,000 0.32 0.32 0.32 - 10,000,000 10,000,000 WAEP 2021 - 0.32 - 0.32 0.32 (d) Weighted average remaining contractual life The weighted average remaining contractual life for the share options outstanding as at 31 December 2022 is between 0 and 1 year. (31 December 2021: 1 and 2 years). (e) Range of exercise price The range of exercise price for options outstanding at the end of the year was $0.32 (2021: $0.32). This amount is calculated as the fair value of the options and represents the value of the services received during the period the options are held over the financial period. This value was calculated using the Black-Scholes option pricing model. Further information on the share-based payment transaction is disclosed in Note 20. Further key management personnel remuneration information has been included in the Remuneration Report section of the Directors Report. 43 44 70 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 71 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Transactions with other related parties Transactions between related parties are on commercial terms and conditions, no more favourable than those available to other parties unless otherwise stated. Transactions with directors, director -related parties and related entities other than those disclosed elsewhere in this financial report are as follows: Year to 31 Dec 202 2 ($000) Year to 31 Dec 202 1 ($000) Revenue Concentrate Sales - Guangdong Orient Zirconic Ind Sci & Tech Co., Ltd 47,035 45,487 Expenses Magnetic Resources NL, a George Sakalidis related party, purchase of stationary Magnetic Resources NL, a George Sakalidis related party, vehicle hire - - (1) (2) Spouse of Patrick Mutz – The Group purchases travel expenses from a national travel agency of which his spouse is an agent and receives a commission. The amount disclosed is an estimate of the fees and commissions which is shared between the agency and the spouse of Patrick Mutz (3) 47,032 (1) 45,483 Total amounts owing to directors and/or director -related parties and related entities at 31 December 2022 were Nil (31 December 2021: $Nil ). All transactions were incurred on normal commercial terms and were arm’s length transactions. Orient Zirconic Resources (Australia) Pty Ltd is a related party due to its 5.2% interest in the shares of the Company and Director Chaodian Chen being a director of its owner Guangdong Orient Zirconic In d Sci & Tech Co., Ltd. Murray Zircon Pty Ltd is a related party due to it holding a 21.12% interest in the shares of the Company. NOTE 22 CONTINGENT LIABILITIES Other than those matters disclosed in Notes 17 and 18, there are no contingent liabilities or commitments. NOTE 23 FINANCIAL RISK MANAGEMENT a) Financial Risk Management Policies The Group’s financial instruments consist of deposits with banks, receivables, available -for-sale financial assets, payables and borrowings. Risk management policies are approved and reviewed by the Board. The use of hedging derivative instruments is not contemplated at this stage of the Group’s development. Specific Financial Risk Exposure and Management The main risks the Group is exposed to through its financial instruments, are commodity price, interest rate and liquidity risks. Interest Rate Risk Exposure to interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby a fu ture change in interest rates will affect future cash flows or the fair value of fixed rate financia l instruments. Liquidity Risk The Group manages liquidity risk by monitoring forecast cash flows, cash reserves, liquid investments, receivables, financial liabilities and commitments. The working capital position of the Group at 31 December 2022 and 31 December 2021 was as follows: Cash and cash equivalents Restricted cash Trade and other receivables Inventory Trade and other payables and provisions Borrowings Income Tax Payable Working capital position Credit Risk 31 Dec 2022 ($000) 53,315 140 1,990 27,950 (23,047) (108) (8,622) 51,618 31 Dec 2021 ($000) 79,700 140 4,908 21,739 (20,564) (148) (11,093) 74,682 Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from cash and deposits with financial institutions as well as credit exposures to outstanding receivables. The Group is not exposed to credit risk through sales of mineral sands product due to a letter of credit being in place prior to a mineral sands shipment leaving port. The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the Statement of Financial Position and notes to the financial statements. The Group has lodged cash deposits (designated as restricted cash above) totalling $139,645 (2021: $139,645) with the bank as collateral security for office lease property managers for rental guarantees and also security for company credit cards. The following table provides information regarding the credit risk relating to cash and cash equivalents, term deposits and restricted cash based on Standard & Poors credit ratings: AA- rated Financial Instrument composition and maturity analysis The table below reflects the undiscounted contractual settlement terms for financial instruments. 31 Dec 2022 ($000) 53,594 31 Dec 2021 ($000) 79,980 31 December 2022 Financial Assets: Cash and cash equivalents Restricted cash Trade and other receivables Derivatives Equity investments at fair value Weighted Average Effective Interest Rate % Fixed Interest Rate ($000) Floating Interest Rate ($000) Non- Interest Bearing ($000) Total ($000) 53,439 155 1,990 405 26 53,439 155 - - - - - 1,990 405 26 53,594 3,011 56,605 - - - 22,173 22,173 - 198 22,173 22,371 - - - - - - - 198 198 Capital Risk Total Financial Assets 0.13% Management controls the capital of the Group in order to maintain the appropriate working capital position to ensure that the Group can fund its operation, continue as a going concern and continue to provide returns for shareholders and benefits for other stakeholders. Capital is managed by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. Financial Liabilities: Trade and other payables Borrowings Total Financial Liabilities 0.16% 45 46 Net Financial Assets (198) 53,594 (19,162) 34,234 72 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 73 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 Weighted Average Effective Interest Rate % Fixed Interest Rate ($000) Floating Interest Rate ($000) Non- Interest Bearing ($000) 31 December 2021 Financial Assets: Cash and cash equivalents Restricted cash Trade and other receivables Derivatives Equity investments at fair value Total Financial Assets 0.07% Financial Liabilities: Trade and other payables Borrowings Total Financial Liabilities 0.18% - - - - - - - 320 320 79,825 155 - - - - - 2,960 18 33 79,980 3,011 82,991 - - - 19,560 19,560 - 320 19,560 19,880 Net Financial Assets (320) 79,980 (16,549) 63,111 The table below summarises the maturity profile of the Group’s’ financial liabilities according to their contractual maturities. The amounts disclosed are based on contractual undiscounted cash flows. As a result, these balances may not agree with the amounts disclosed in the statement of financial position: 31 December 2022 Trade and other payables Borrowings 31 December 2021 Trade and other payables Borrowings Less than 3 months ($000) 3 to 12 Months ($000) 1 to 5 years ($000) 21,263 33 21,296 19,560 3 19,563 455 116 571 - 17 17 455 49 504 - 300 300 Total ($000) 22,173 198 22,371 19,560 320 19,880 Total ($000) 79,825 155 2,960 18 33 b) Financial Instruments Measured at Fair Value The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels:  Quoted prices in active markets for identical assets or liabilities (Level 1);  Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and  Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). Level 1 ($000) Level 2 ($000) Level 3 ($000) Total ($000) 31 December 2022 Financial Assets: Financial assets at fair value through profit or loss: Equity investments at fair value: - Listed investments Derivatives at fair value 31 December 2021 Financial Assets: Financial assets at fair value through profit or loss: Equity investments at fair value: - Listed investments Derivatives at fair value 32 - 32 32 - 32 - 18 18 - 18 18 - - - - - - 32 18 50 32 18 50 Sensitivity Analysis – Interest rate risk The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. The sensitivity analysis demonstrates the effect on the financial period results and equity which could result from a change in this risk. As at balance date, the effect on loss and equity as a result of changes in the interest rate on financial assets, with all other variables remaining constant would be as follows: Change in loss – increase/(decrease): - - Decrease in interest rate by 2% Increase in interest rate by 2% Change in equity – increase/(decrease): Increase in interest rate by 2% - Decrease in interest rate by 2% - Year to 31 Dec 2022 ($000) (1,072) 1,072 1,072 (1,072) Year to 31 Dec 2021 ($000) (1,600) 1,600 1,600 (1,600) 47 48 74 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 75 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 NOTE 24 HEDGING Current assets / (liabilities) Foreign exchange forwards Foreign exchange options 31 Dec 2022 ($000) 31 Dec 2021 ($000) - 405 405 101 (83) 18 The Group is exposed to risk from movements in foreign exchange in relation to its forecast US dollar denominated sales and as part of the risk management strategy has entered into foreign exchange forward contracts and has purchased Australian dollar call options. (a) Recognition Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re- measured to their fair value at the end of the reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged relationship designated. (b) Fair value of derivatives Derivative financial instruments are the only assets and liabilities measured and recognised at fair value at 31 December 2022 (31 December 2021: Nil) comprising the above hedging instruments. The fair value of hedging instruments is determined using valuation techniques with inputs that are observable market data (a level 2 measurement). The valuation of the call options is NOTE 26 OTHER ACCOUNTING POLICIES Exploration and Evaluation Expenditure Exploration and evaluation expenditure is accounted for differently as follows:   Exploration and evaluation expenditure associated with exploration and evaluation activity including direct costs and an appropriate portion of related overhead expenditure is expensed to the Statement of Profit or Loss and other Comprehensive Income as incurred. The effect of this write-off is to decrease the profit incurred from continuing operations as disclosed in the Statement of Profit or Loss and other Comprehensive Income and to decrease the carrying values in the Statement of Financial Position. That the carrying value of mineral assets, as a result of the operation of this policy, is zero does not necessarily reflect the Board’s view as to the market value of that asset. Exploration expenditure associated with the acquisition of tenement licences may be recognised as an exploration asset if it is considered that the expenditures incurred are expected to be recouped through successful development and exploitation of the area of interest. Additional exploration and evaluation expenditure incurred on these tenement licences acquired is also added to the value of the exploration asset. Accounting for exploration and evaluation expenditure is assessed separately for each ‘area of interest’. An ‘area of interest’ is an individual geological area which is considered to constitute a favourable environment for the presence of a mineral deposit or has been proved to contain such a deposit. Once a development decision is made, all past exploration and expenditure in respect of an area of interest that has been capitalised is transferred to mine properties where it is amortised over the life of the area of interest to which it relates on a unit of production basis. No amortisation is charged during the exploration and evaluation phase. determined using forward foreign exchange rates at the balance date. The only unobservable input used in the calculation is the The application of the above accounting policy requires to make certain estimates and assumptions as to future events and credit default rate, movements in which would not have a material effect on the valuation. (c) Hedge accounting At the start of a hedge relationship, the Group formally designates and documents the hedge relationship, including the risk management strategy for undertaking the hedge. This includes identification of the hedging instrument; the hedged item or transaction and the nature of the risk being hedged. Hedge accounting is only applied where effective tests are met. (d) Cash flow hedges For cash flow hedges, the portion of the gain or loss on the hedging instrument that is effective is recognised directly in equity, circumstances, in particular, the assessment of whether economic quantities of reserves will be found. Any such estimates and assumptions may change as new information becomes available, which may require adjustments to the carrying value of assets. Capitalised exploration and evaluation expenditure is assessed for impairment when an indicator of impairment exists, and capitalised assets are written off where required. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost while the ineffective portion is recognised in profit or loss. The ineffective portion was immaterial in the current and prior periods. of acquisition of the asset or as part of the expense item as applicable. Receivables and payables in the Statement of Financial Foreign exchange call options in relation to expected USD revenue, predominantly from contracted sales to 31 December 2022, Position are shown inclusive of GST. remain open at the reporting date. The foreign exchange call option hedges held at 31 December 2022 cover US$16.8 million The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in of expected USD revenue at an average strike price of 70.0 cents (At 31 December.2021: US47 million of expected USD revenue the Statement of Financial Position. at an average strike price of 79.0 cents). Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and Amounts recognised in equity are transferred to the income statement when the hedging instruments matures. financing activities, which are disclosed as operating cash flows. If the forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to the income Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. statement. If the hedging instrument expires or is sold, terminated or exercised without replacement or roll over, or if its designation as a hedge is revoked amounts previously recognised in equity remain in equity until the forecast transaction occurs. NOTE 25 CONTROLLED ENTITIES The consolidated financial statements incorporate the following subsidiaries: Controlled Entities Image Resources NL (Parent Company) Craton Resources Pty Ltd Titon Resources Pty Ltd Titan-DR Resources Pty Ltd Titan-SR Resources Pty Ltd Country of Incorporation Australia Australia Australia Australia Australia 100% 100% 100% 100% 100% 100% 100% 100% The Controlled Entities did not operate during the financial year. At 31 December 2022 no Deed of Cross Guarantee had been entered into as they have not yet incurred any debts. 2021 2020 Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part Investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided. or all of a financial asset, it's carrying value is written off. Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. 49 50 76 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 77 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss For the year ended 31 December 2022 DDiirreeccttoorrss’’ DDeeccllaarraattiioonn Directors’ Declaration Financial assets at fair value through other comprehensive income The directors of the Company declare that: Financial assets at fair value through other comprehensive income include equity investments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. Impairment of financial assets The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss. 1. the accompanying financial statements and notes are in accordance with the Corporations Act 2001 and: (a) (b) comply with Accounting Standards and the Corporations Act 2001; give a true and fair view of the financial position as at 31 December 2022 and performance for the year ended on that date of the Group; 2. 3. 4. this declaration has been made after receiving the declarations required to be made to the directors by the CEO and CFO in accordance with section 295A of the Corporations Act 2001 for the year ended 31 December 2022; in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable and the directors have included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards. Fair Value This declaration is made in accordance with a resolution of the Board of Directors. Fair value is determined based on closing market prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. The expression “fair value” – and derivatives thereof – wherever used in this report bears the meaning ascribed to that expression by the Australian Accounting Standards Board. Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the profit or loss. De-recognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. New or amended Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. New Accounting Standards for Application in Future Years There are a number of new Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the Group and have not been applied in preparing these financial statements. The Group does not plan to adopt these standards early. These standards are not expected to have a material impact on the Group in the current or future period until mandatory adoption. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. ROBERT BESLEY CHAIR PERTH Dated this 21 March 2023 51 52 78 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 79 Notes to the Consolidated Financial StatementsFOR THE YEAR ENDED 31 DECEMBER 2022 IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt Independent Auditor’s Report IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt Independent Auditor’s Report (cont.) Provision for Rehabilitation Refer to Note 13 Key Audit Matter How our audit addressed the key audit matter Independent Audit Report to the members of Image Resources NL Report on the Audit of the Financial Report Opinion We have audited the financial report of Image Resources NL (“the Company”) and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group's financial position as at 31 December 2022 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described as in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be key audit matters to be communicated in our report. As at 31 December 2022, the Group has a liability of $52.5 million relating the rehabilitation, estimated decommissioning and restoration relating to areas in operation Boonanarring but not yet rehabilitated. disturbed during cost to of The provision is based upon current cost estimates and has been determined on a discounted basis with reference to current legal requirements and technology. At each reporting date the rehabilitation liability is reviewed and re-measured line with changes in observable assumptions, timing and the latest estimates of the costs to be incurred based on area of disturbance at reporting date. in This area is a key audit matter as the determination of liability involves a level of complex calculations and significant management judgement. the restoration Our audit work included, but was not restricted to, the following: underlying  Obtaining an Independent expert valuation report and external their determination of future required activities, their timing and associated cost estimations. We also determined the nature and quantum of costs contained in the provision estimate. documentation for  Testing the accuracy of historical rehabilitation provisions by comparing expenditure. restoration and to actual  Assessing the planned restoration and demobilisation provisions comparison to mine plans and reserves. timing of environmental through  Assessing the competence, scope and objectivity of the Group’s external experts used in determination of the provisions estimate.  Analysed inflation rate and discount assumptions in the provision calculation with current market data and economic forecasts.  Evaluating the completeness of the provisions estimate to the Group’s analysis of each operating location to identify where disturbance requires rehabilitation or demobilisation and our understanding of the Group’s operations. Revenue Recognition Refer to Note 3 Key Audit Matter How our audit addressed the key audit matter The entity has reported revenue of $171.5 million from sales of minerals. Our audit work included, but was not restricted to, the following: revenue recognition The application of accounting standards is complex and involves a number of key judgements and estimates. There is also a risk around the timing of revenue recognition, particularly focused on terms of delivery and the contractual location of the customers. Based on these factors, we have identified revenue recognition as a key risk for our audit  considering the appropriateness of the revenue recognition accounting policies. the  understanding processes significant including performance of an end to end walkthrough of the revenue assurance process and identifying the relevant controls. revenue  performing cut off procedures.  assessing the transfer of control to the customer by reviewing contracts and shipping documentation.  verifying a sample of transactions with supporting documents.  ensuring adequate disclosure in the financial statements 53 54 80 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 81 IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt Independent Auditor’s Report (cont.) IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt Independent Auditor’s Report (cont.) Other Information The directors are responsible for the other information. The other information obtained at the date of this auditor's report is included in the annual report but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:  Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.  Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.  Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 42 to 48 of the directors’ report for the year ended 31 December 2022. In our opinion, the Remuneration Report of Image Resources NL for the year ended 31 December 2022 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit in accordance with Australian Auditing Standards. Elderton Audit Pty Ltd Rafay Nabeel Director 21 March 2023 Perth 55 56 82 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 83 AASSXX AAddddiittiioonnaall IInnffoorrmmaattiioonn ASX Additional Information AASSXX AAddddiittiioonnaall IInnffoorrmmaattiioonn ((CCoonntt..)) ASX Additional Information (cont.) Image Resources NL (ASX: IMA) provides the following information as required by the ASX Listing Rules. The information is current Substantial shareholders: as at 20 March 2023. Distribution of Equity Securities 1 1,000 5,000 10,001 100,001 - - - - - 1,000 5,000 10,000 100,000 And over The number of shareholders holding less than a marketable parcel of shares are: Twenty Largest Shareholders: The names of the twenty largest holders of quoted ordinary shares are: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 MURRAY ZIRCON PTY LTD VESTPRO INTERNATIONAL LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED ORIENT ZIRCONIC RESOURCES (AUSTRALIA) PTY LTD LUMINOUS PARTNERING PTY LTD CITICORP NOMINEES PTY LIMITED DCL SPECIAL SITUATION FUND LP BNP PARIBAS NOMINEES PTY LTD BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM BNP PARIBAS NOMS PTY LTD MR ZONGLIN CAI PERFECT WELL INDUSTRIAL LIMITED AVA CARTEL SDN BHD MISS CHOY FUAN KU PONTIAN ORICO PLANTATIONS SDN BHD BRAZIL FARMING PTY LTD MR LIM PANG SOO MRS SHUMEI CHEN RIBTON SUPERANNUATION FUND PTY LTD MISS CHONG YUEN SOO Number of Holders Number of Shares Li Huang Cheng and Vestpro International Limited Murray Zircon Pty Ltd together with Orient Zirconic Resources (Australia) Pty Ltd, Guangdong Orient Zirconic Ind. Sci. Tech. Co. Ltd. and XQ (HK) Enterprises Limited Paradice Investment Management Pty Ltd Number of Ordinary Shares 201,409,537 151,515,494 64,183,760 The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: 275 553 417 1,173 484 2,902 614 121,031 1,749,668 3,283,994 45,408,365 1,033,149,699 1,083,712,757 910,218 Voting Rights The voting rights attaching to ordinary shares are governed by the Constitution. On a show of hands every person presents who is a member or representative of a member shall have one vote, and on a poll, every member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each fully paid ordinary share held. None of the options have any voting rights. Unquoted Securities Holders of 20% or more of the class Number of Shares 167,077,026 Percentage of ordinary shares 15.42% Class Warrants exercisable at $0.1365 expiring 20/05/2023 Number of Securities 3,351,099 Number of Holders 2 Holder Name Liquidity Finance LP Options exercisable at $0.32 expiring 27 May 2023 8,000,000 4 Jett Capital Advisors LLC R E & J M Besley Chong Veoy Soo Chaodian Chen Northern Griffin Pty Ltd 137,936,921 87,654,277 54,453,343 49,936,566 38,593,228 35,349,029 27,424,062 21,126,423 20,733,504 18,821,541 18,426,745 18,000,000 15,000,000 11,539,728 11,022,326 10,760,103 10,217,638 10,100,000 6,601,839 770,774,299 12.73% 8.09% 5.02% 4.61% 3.56% 3.26% 2.53% 1.95% 1.91% 1.74% 1.70% 1.66% 1.38% 1.06% 1.02% 0.99% 0.94% 0.93% 0.61% 71.12% Number of Securities 2,250,000 1,101,099 2,000,000 2,000,000 2,000,000 2,000,000 84 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 85 AASSXX AAddddiittiioonnaall IInnffoorrmmaattiioonn ((CCoonntt..)) ASX Additional Information (cont.) Schedule of Tenements Areas of Interest Tenements Economic Entity’ Interest Western Australia - Atlas Project E70/2636, E70/2898, E70/3997, E70/4244, E70/4656, 100% E70/4663, E70/5034, E70/5268, E70/5552, M70/1305, R70/051, R70/062 - Boonanarring Project E70/3032, E70/3041, E70/3100, E70/3192, E70/3720, 100% E70/4689, E70/4946, E70/5213, E70/5306, E70/5646, M70/1192, M70/1194, M70/1311, M70/448, M70/1421, G70/0250 - Bidaminna Project E70/2844, E70/3298, E70/4779, E70/4794, E70/4919, 100% - Erayinia Project - King Project E70/5763, E70/5776, E70/5777, E28/1895, E28/2742 P28/1320, P28/1321 100% 100% 2% net smelter royalty payable to former owners - Eneabba Project E70/3814, E70/4190, E70/4719, E7/4747, M70/0872, 100% M70/0965, M70/1153, M70/1419, R70/0035 - Yandanooka Project E70/3762, E70/3813 - McCalls Project E70/3929, E70/3967, E70/4584, E70/4922 100% 100% E = Exploration Licence, M = Mining Lease, P = Prospecting Licence, R = Retention Licence, G = General Purpose Licence www.imageres.com.au 86 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 87 CORPORATE DIRECTORY DIRECTORS Mr Robert Besley Mr Patrick Mutz Non-Executive Chair Managing Director Mr Chaodian Chen Non-Executive Director Mr Aaron Chong Veoy Soo Non-Executive Director Ms Ran Xu Mr Winston Lee Mr Peter Thomas Non-Executive Director Non-Executive Director Non-Executive Director COMPANY SECRETARY Mr Dennis Wilkins (DWCorporate Pty Ltd) Mr John McEvoy PRINCIPAL PLACE OF BUSINESS & REGISTERED OFFICE Level 2 7 Ventnor Avenue West Perth WA 6005 CONTACT DETAILS +61 8 9485 2410 T: E: info@imageres.com.au W: www.imageres.com.au AUSTRALIAN BUSINESS NUMBER AUDITORS www.imageres.com.au ABN: 57 063 977 579 SHARE REGISTRY Automic Pty Ltd Level 5 126 Phillip Street, Sydney NSW 2000 +61 (0) 2 9698 5414 (International) 1300 288 664 (within Australia) T: T: E: hello@automic.com.au W: www.automicgroup.com.au Elderton Audit Pty Ltd Level 2 267 St Georges Terrace Perth WA 6000 T: +61 8 6324 2900 STOCK EXCHANGE Australian Securities Exchange (ASX) ASX Code - IMA (Fully paid shares) ISSUED CAPITAL 1,083,712,757 fully paid ordinary shares 88 Image Resources NL | Annual Report 2022 Image Resources NL | Annual Report 2022 89 www.imageres.com.au I n s i g h t C o m m u n i c a t i o n & D e s i g n

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