HELIX RESOURCES LIMITED — AGM Information 2003

Oct 9, 2003

HELIX RESOURCES LIMITED

ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING 2003

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A PROXY FORM IS ENCLOSED

The Directors recommend that shareholders vote in favour of each of the Resolutions contained in this Notice of Meeting.

Please read the Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting of Shareholders please complete and return the enclosed Proxy Form in accordance with the specified directions.

HELIX RESOURCES LIMITED ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2003 Annual General Meeting of the members of Helix Resources Limited (the Company) will be held in The Stirling Room, Parmelia Hilton, Mill Street, Perth, Western Australia on Monday, 10 November 2003 at 11.00 am.

ORDINARY BUSINESS

$\mathbf{1}$ . Accounts

To receive the financial report for the period ended 30 June 2003, the directors' report and auditor's report.

$2.$ Election of Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Anthony Richard Martin, being a director of the Company who retires by rotation pursuant to Rule 8.1(e)(2) of the Company's Constitution, and being eligible for re-election, is re-elected as a director of the Company."

$\overline{3}$ . Election of Director

To consider, and if thought fit, pass the following resolution by special resolution:

"That Ewen William John Tyler, being a director, 75 years of age, who retires by completion of a term pursuant to a Resolution passed at the Company's previous AGM on 18 November 2002, and being eligible for re-election, is re-elected as a director of the Company."

SPECIAL BUSINESS

4. Ratification of Previous Issues of Shares

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 of the Official Listing Rules of Australian Stock Exchange Limited, the Company ratifies the allotment and issue of:

• 5,162,500 fully paid ordinary shares in the Company at an issue price of $(a)$ \$0.16 per share to existing shareholders pursuant to a Share Purchase Plan on 30 July 2003; and
• $(b)$ 1,250,000 fully paid ordinary shares and 1,250,000 30 November 2005 Options in the Company issued to AngloGold Australia Limited on 9 July 2003.

Cancellation of Existing Options and Approval of Issue of New 5. Options to Robert Mosig

To consider, and if thought fit, pass the following resolutions as ordinary resolutions:

• $5.1$ "That, for the purposes of Listing Rule 10.11 of the Official Listing Rules of Australian Stock Exchange Limited and Chapter 2E of the Corporations Act, the Company approves the issue of:
• 366,667 options to acquire fully paid ordinary shares in the Company (a) exercisable at \$0.42 at any time from the date of issue:
• $(b)$ 366,666 options to acquire fully paid ordinary shares in the Company exercisable at \$0.46 at any time after 12 months from the date of issue:
• $(c)$ 366,666 options to acquire fully paid ordinary shares in the Company exercisable at \$0.50 at any time after 24 months from the date of issue.

to Robert Mosig or his nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

That, for the purposes of Listing Rule 6.23.2 of the Official Listing Rules of $5.2$ Australian Stock Exchange Limited, the Company approves the cancellation of the 1.1 million options which were issued to Robert Mosig in 2000 upon the issue of the options proposed above."

Cancellation of Existing Options and Approval of Issue of New 6. Options to Anthony Martin

To consider, and if thought fit, pass the following resolutions as ordinary resolutions:

• 6.1 "That, for the purposes of Listing Rule 10.11 of the Official Listing Rules of Australian Stock Exchange Limited and Chapter 2E of the Corporations Act, the Company approves the issue of:
• 183.334 options to acquire fully paid ordinary shares in the Company $(a)$ exercisable at \$0.42 at any time from the date of issue;
• 183,333 options to acquire fully paid ordinary shares in the Company $(b)$ exercisable at \$0.46 at any time after 12 months from the date of issue;
• 183,333 options to acquire fully paid ordinary shares in the Company $(c)$ exercisable at \$0.50 at any time after 24 months from the date of issue,

to Anthony Martin or his nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

That, for the purposes of Listing Rule 6.23.2 of the Official Listing Rules of 6.2 Australian Stock Exchange Limited, the Company approves the cancellation of the 550,000 options which were issued to Anthony Martin in 2000 upon the issue of the options proposed above."

7. Cancellation of Existing Options and Approval of Issue of New Options to Riccardo Vittino

To consider, and if thought fit, pass the following resolutions as ordinary resolutions:

• $7.1$ "That, for the purposes of Listing Rule 7.1 of the Official Listing Rules of Australian Stock Exchange Limited, the Company approves the issue of:

• 183,334 options to acquire fully paid ordinary shares in the Company (a) exercisable at \$0.42 at any time from the date of issue:

• $(b)$ 183,333 options to acquire fully paid ordinary shares in the Company exercisable at \$0.46 at any time after 12 months from the date of issue;

• $(c)$ 183,333 options to acquire fully paid ordinary shares in the Company exercisable at \$0.50 at any time after 24 months from the date of issue.

to Riccardo Vittino or his nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

$7.2$ That, for the purposes of Listing Rule 6.23.2 of the Official Listing Rules of Australian Stock Exchange Limited, the Company approves the cancellation of the 550,000 options which were issued to Riccardo Vittino in 2000 upon the issue of the options proposed above."

VOTING EXCLUSIONS

Resolution 4 - Ratification of Previous Issue of Shares

In relation to Resolution 4, pursuant to Listing Rule 7.5.6 of the Official Listing Rules of Australian Stock Exchange Limited, the Company will disregard any votes cast by or on behalf of a person or associate of the person who participated in the issue.

The Company however need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with $\bullet$ the directions on the proxy form; or
• it is cast by the chairperson of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolutions 5 and 6 – Cancellation of Existing Options and Approvals of Issue of New Options to Robert Mosig and Anthony Martin

In relation to Resolution 5, pursuant to Listing Rule 10.13.6 of the Official Listing Rules of Australian Stock Exchange Limited and Section 224 of the Corporations Act, the Company will disregard any votes cast by or on behalf of Robert Mosig and any associate of Robert Mosig.

In relation to Resolution 6, pursuant to Listing Rule 10.13.6 of the Official Listing Rules of Australian Stock Exchange Limited and section 224 of the Corporations Act, the Company will disregard any votes cast by or on behalf of Anthony Martin and any associate of Anthony Martin.

The Company however need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form.

Resolution 7 - Cancellation of Existing Options and Approval of Issue of New Options to Riccardo Vittino

In relation to Resolution 7, pursuant to Listing Rule 7.3.8 of the Official Listing Rules of Australian Stock Exchange Limited, the Company will disregard any votes cast by or on behalf of:

• a person, who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed; and
• an associate of those persons.

The Company however need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the chairperson of the meeting as proxy for a person who is entitled to vote, $\bullet$ in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY MEMORANDUM

The Explanatory Memorandum to Shareholders accompanying this Notice of Meeting is incorporated into and forms part of this Notice of Meeting.

SNAPSHOT DATE

The Directors have determined that for the purposes of Regulation 7.11.37 of the Corporations Regulations, the persons eligible to vote at the meeting will be those persons who are registered shareholders at 11.00 am, Friday, 7 November 2003.

PROXIES

A Proxy Form accompanies this Notice and to be effective must be received at the Company's registered office:

	In person at: Helix Resources Limited Level 3, 24 Kings Park Road WEST PERTH WA 6005
OR —	By post to: Helix Resources Limited PO Box 825 WEST PERTH WA 6872

OR By facsimile on: 08 9321 3909

by not later than 11.00 am, Friday, 7 November 2003.

Each shareholder is entitled to appoint a proxy. The proxy does not need to be a member of the Company.

A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.

By Order of the Board

Riccardo E M Vittino Company Secretary Dated:6 October 2003

HELIX RESOURCES LIMITED

ACN 009 138 738

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum has been prepared to assist Shareholders of the Company in understanding the business to be put to shareholders for their consideration at the forthcoming Annual General Meeting of the Company.

The Directors recommend that you read this Explanatory Memorandum and attend the forthcoming Annual General Meeting.

Item $1:$

Resolution 4 – Ratification of Previous Issue of Shares

Resolution 4 has been proposed so that shareholders may approve, for the purposes of Australian Stock Exchange Ltd Listing Rule 7.4, two previous issues of fully paid ordinary shares made by the Company.

The Company has made the following issues:

On 30 July 2003, the Company issued 5,162,500 shares to existing $(a)$ shareholders pursuant to a Share Purchase Plan. The shares the subject of the issue were issued at \$0.16 per share.

The issue raised \$826,000, which was used for working capital.

(b) On 9 July 2003, the Company issued 1,250,000 shares and 1,250,000 Options with an expiry date of 30 November 2005, to AngloGold Australia Limited as part settlement for the acquisition of the remaining 49% interest in the Gawler Craton Joint Venture, including the Tunkillia Gold Project

All of the above shares rank pari passu with all other ordinary securities currently on issue.

Under Australian Stock Exchange Ltd Listing Rule 7.1, the Company is permitted to issue up to 15% of its securities within any 12-month period without the requirement for shareholder approval.

While shareholder approval to the issue of these shares was not required at the time of issue, the effect of that issue was to reduce the Company's capacity to issue additional securities in the future without shareholder approval.

Whilst the Company has no current intention to issue new securities, it is considered prudent to refresh the Company's ability to issue new securities up to the 15% threshold without having to again obtain shareholder approval in order to enable the Company to respond quickly to any need or opportunity to issue shares in the future, if the Directors consider this to be in the best interests of the Company. This can be done under ASX Listing Rule 7.4 by seeking shareholder ratification to the issues referred to above.

If the resolution is not passed, the Company may be required to incur the cost and delay of holding an extraordinary general meeting of shareholders before proceeding with any future equity raising.

Item $2:$

Resolutions 5 and 6 – Cancellation of Existing Options and Approval of Issue of New Options to Robert Mosig and Anthony Martin

Resolutions 5.1 and 5.2 and 6.1 and 6.2 have been proposed so that shareholders may consider, and if thought fit, approve:

• for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations $(a)$ Act, the issue of options to Robert Mosig and Anthony Martin or their nominees (New Options): and
• $(b)$ for the purposes of ASX Listing Rule 6.23.2, the cancellation of the (insert number) options which were issued to Mr Mosig in 2000 and the (insert number) options which were issued to Mr Martin in 2000 (Existing Options) upon the issue of the new options proposed above. Note: include statement of any tax implications arising from cancelling the Existing Options if applicable.

If the proposed issue is approved, the New Options will be issued within one month after the date of this Annual General Meeting at the respective exercise price set out below.

The New Options are being issued to Mr Mosig and Mr Martin or their nominees for no consideration and accordingly, no funds are being raised from the issue of the New Options.

The New Options are being issued to Mr Mosig and Mr Martin as part of their remuneration packages.

The New Options are being issued to Mr Mosig and Mr Martin in three tranches, as set out below. The New Options being issued under each tranche have the same terms except for the exercise price, which is set out below for each tranche. The terms of the New Options are set out in Annexure A to this Explanatory Memorandum.

ASX Listing Rule 6.23.3 prohibits the amendment of the terms of any options, the effect of which is to reduce the exercise price or increase the exercise period in respect of the options. Shareholder approval is sought under to the issue of New Options and the cancellation of the Existing Options so as not to contravene this Listing Rule.

Obligations under the Listing Rules

ASX Listing Rule 10.11 provides that a listed company must obtain shareholder approval to the issue of equity securities to a related party. Robert Mosig and Anthony Martin, as directors of the Company, are considered to be related parties of the Company for the purposes of the Corporations Act and the Listing Rules. Therefore, the proposed issue of New Options to Robert Mosig and Anthony Martin requires shareholder approval.

If approval is given pursuant to ASX Listing Rule 10.11, approval does not need to be obtained under Listing Rule 7.1. Accordingly, approval is only sought under Listing Rule 10.11.

Obligations under the Corporations Act

Shareholder approval is also generally required where a public company seeks to give a "financial benefit" to a "related party" pursuant to Chapter 2E of the Corporations Act. As stated above. Robert Mosig and Anthony Martin, as directors are both considered to be related parties within the meaning of the Corporations Act.

The New Options to be issued to Robert Mosig and Anthony Martin to acquire fully paid ordinary shares in the Company will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act. Accordingly, the Company seeks shareholder approval of the issue of the New Options to Robert Mosig and Anthony Martin (or their nominees), prior to making the issues.

Specific Disclosure of Information

In accordance with section 219 of the Corporations Act, the following additional information is provided:

• The financial benefit to Robert Mosig consists of the issue to him, or his $(a)$ nominee, of:
• 366,667 options to acquire fully paid ordinary shares in the $(1)$ Company exercisable at \$0.42 at any time from the date of issue;
• 366,666 options to acquire fully paid ordinary shares in the $(2)$ Company exercisable at \$0.46 at any time after 12 months from the date of issue; and
• $(3)$ 366,666 options to acquire fully paid ordinary shares in the Company exercisable at \$0.50 at any time after 24 months from the date of issue.

If the New Options are not exercised any time before 29 March 2009, they will automatically lapse.

• $(b)$ The financial benefit to Anthony Martin consists of the issue to him, or his nominee of:
• 183,334 options to acquire fully paid ordinary shares in the $(1)$ Company exercisable at \$0.42 at any time from the date of issue;
• $(2)$ 183,333 options to acquire fully paid ordinary shares in the Company exercisable at \$0.46 at any time after 12 months from the date of issue: and
• 183,333 options to acquire fully paid ordinary shares in the $(3)$ Company exercisable at \$0.50 at any time after 24 months from the date of issue.

If the New Options are not exercised any time before 29 March 2009, they will automatically lapse.

• The directors of the Company (other than Robert Mosig and Anthony $(c)$ Martin) that is, all of the non-executive directors, have considered Resolutions 5 and 6 and recommend that all shareholders who are entitled to vote approve the issue of New Options to Robert Mosig and Anthony Martin (or their nominees) in the terms of Resolutions 5 and 6 by voting in favour of the resolution. The directors' reasons for voting in favour of Resolutions 5 and 6 are:
• in reviewing the reward arrangements for executives in the $(1)$ resources sector, the remuneration committee noted that the level of remuneration and benefits applying at the Company (being comparatively modest having regard to industry practice), the long service of Robert

Mosig and Anthony Martin and their importance to the organisation as it progresses towards development of its highly prospective properties.

the directors believe, as part of our program of retaining and $(2)$ motivating the Company's executive team including Robert Mosig and Anthony Martin, aligning their rewards more broadly with industry practice through performance based measures (rather than fixed entitlements) preserves the Company's cash position and is therefore the most appropriate solution in the present circumstances.

The non-executive directors fully endorse the proposal and recommend to shareholders that they support these resolutions before the meeting.

Robert Mosig and Anthony Martin decline to make a recommendation, as they are the recipients of the options.

• $(d)$ None of the directors of the Company, other than Robert Mosig and Anthony Martin, have a direct or indirect interest in the issue to Robert Mosig and Anthony Martin.
• $(e)$ The highest and lowest closing price on ASX for the Company's shares in the past 12 months was \$0.27 on 23 September 2003 and \$0.15 on 3 June 2003. The closing share price of the Company on 30 September 2003 was \$0.235.
• The New Options to be granted to Robert Mosig and Anthony Martin or $(f)$ their nominees are not to be quoted on ASX and as such have no actual market value.

Tranche	Number of options	Value Applied (cents)	Value (S)
- exercisable from issue at \$0.42	550,000	\$0.0936	\$51,480
exercisable after 12 2. $_{\rm mm}$ months from issue at \$0.46	550,000	\$0.0884	\$48,620
exercisable after 24 3. months from issue at \$0.50	550,000	\$0.0837	\$46,035
TOTALS	1,650,000	N/A	\$146,135

The directors have assessed an indicative value for the New Options to be issued to Robert Mosig and Anthony Martin as set out below.

The valuations are based on a valuation methodology using the Black-Scholes Option Pricing Model applying the following assumptions:

• $(1)$ The indicative valuation has assumed that the issue date of the New Options was 2 October 2003. The valuation is not a representative valuation of the New Options at the proposed date of issue. In order for this valuation to be provided, a new valuation model would need to be run with updated assumptions at the time of issue (ie immediately following the General Meeting of shareholders):
• An exercise price of: $(2)$
• \$0.42 per option for the first tranche of options; $(A)$
• (B) \$0.46 per option for the second tranche of options; and
• \$0.50 per option for the third tranche of options. $(C)$

page 10

• The Company's closing share price of \$0.235 as at 30 September $(3)$ 2003; and
• An estimated future volatility of 82.8% for the Company's share $(4)$ price based on historical recorded volatility in the Company's share price over the last five years, being the term of the options.

Other than the information set out in this Explanatory Memorandum, neither the directors nor the Company are aware of any additional information that would be reasonably required by the shareholders to enable them to make a decision in relation to whether the issue to Robert Mosig and Anthony Martin (or their nominees) is in the Company's interests.

Item $3:$

Resolution 7 - Cancellation of Existing Options and Approval of Issue of New Options to Riccardo Vittino

Resolutions 7.1 and 7.2 have been proposed so that shareholders may approve:

• for the purposes of Australian Stock Exchange Ltd Listing Rule 7.1, the issue of: $(a)$
• $\ddot{\Omega}$ 183,334 options to acquire fully paid ordinary shares in the Company exercisable at \$0.42 at any time from the date of issue:
• $(ii)$ 183,333 options to acquire fully paid ordinary shares in the Company exercisable at \$0.46 at any time after 12 months from the date of issue;
• $(iii)$ 183,333 options to acquire fully paid ordinary shares in the Company exercisable at \$0.50 at any time after 24 months from the date of issue.

to Riccardo Vittino, the Chief Financial Officer and Company Secretary, or his nominee (New Options); and

$(b)$ for the purposes of Australian Stock Exchange Ltd Listing Rule 6.23.2, the cancellation of the (insert number) options which were issued to Mr Vittino in 2000 (Existing Options) upon the issue of the options proposed above.

The New Options expire on 29 March 2009.

Listing Rule 7.1 provides a formula that limits the number of equity securities the Company may issue within a 12-month period to not more than 15% without first obtaining shareholder approval. The issue of 550,000 New Options under this resolution will cause the Company to exceed this 15% limit unless the prior approval of shareholders is obtained. Accordingly, this resolution has been proposed so that shareholders can approve the proposed issue of 550,000 New Options.

The New Options are being issued to Mr Vittino or his nominee for no consideration and accordingly, no funds are being raised from the issue of the options.

The New Options are being issued to Mr Vittino as part of his remuneration package.

The New Options are being issued in three tranches, as set out above. The New Options being issued under each tranche have the same terms except for the exercise price, which is set out above for each tranche. The terms of the New Options are set out in Annexure A to this Explanatory Memorandum.

If the proposed issue is approved, the issue and allotment of New Options will take place
no later than 3 months after the date of the meeting to which this Notice of Meeting relates.

Helix Resources Limited (ACN 009 138 738) ("Company")

Terms and conditions of Options

• $\mathbf{1}$ Definitions and Interpretation
• $(a)$ In these terms and conditions:

ASX means Australian Stock Exchange Limited:

Business Day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in Western Australia;

Corporations Act means the Corporations Act 2001;

Directors means the board of directors of the Company from time to time:

Expiry Date means 29 March 2009:

Listing Rules means the official listing rules of the ASX;

Options means the options to be granted in accordance with these terms and conditions;

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

Shareholder means a holder of Shares.

• $(b)$ unless the context otherwise requires, words defined in the Corporations Law will have the same meaning;
• $(c)$ unless otherwise specified, a reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of these terms and conditions; and
• $(d)$ words denoting the singular shall include the plural and vice versa and words denoting one gender shall include all genders.

$\overline{2}$ Consideration

No consideration is payable for the issue of the Options.

$\overline{3}$ Issue of Options

Upon the issue of any Options, the Option holder will be:

• $(a)$ registered as a holder in respect of the Options issued to him or her; and
• (b) provided with a certificate in respect of the Options.

$\overline{4}$ Option

Each Option gives the Option holder the right to subscribe for one Share.

5 Exercise Price

The exercise price payable upon exercise of each Option will be \$0.42, \$0.46 and \$0.50(Exercise Price).

Exercise of Options 6

• $(a)$ Subject to clause $6(c)$ , the Options may only be exercised during the period commencing from the date of the issue of the Options and ending on the Expiry Date.

• Options can only be exercised by lodging with the Company: $(b)$

• $(1)$ a written notice of exercise of Options specifying the number of Options being exercised:

• $(2)$ a cheque for the Exercise Price for the number of Options being exercised; and
• $(3)$ the certificate for those Options, for cancellation by the Company.
• $(c)$ Notwithstanding clause $6(a)$ , all or any Options which are held by the Option holder may be exercised at any time after the date upon which:
• $(1)$ a proposal is announced for the reorganisation, amalgamation or merger of the Company, or its main undertaking, which proposal is or has become free of any defeating conditions or in respect of which any defeating conditions are expressed by the offeror to have become satisfied; or
• $(2)$ offers are made pursuant to an off market bid, which is or has become free of any defeating conditions or in respect of which defeating conditions are expressed by the offeror to have become satisfied; or
• $(3)$ offers are made pursuant to a market bid, for ordinary shares in the Company.

$\overline{\gamma}$ Lapse of Options

• Each Option will automatically lapse after 29 March 2009. $(a)$
• (b) Subject to clauses $7(d)$ and $7(e)$ , if the Option holder ceases to be an employee of the Company:
• $(1)$ by reason of resignation or termination of employment, the Options that were capable of exercise by the holder prior to the date of resignation or termination of employment; or
• $(2)$ by reason of redundancy, the Options, that were capable of exercise by the holder prior to the date of redundancy,

will immediately lapse on the date which is 12 months from the date that the holder ceases to be an employee.

• $(c)$ Subject to clauses $7(d)$ and $7(e)$ , if the Option holder ceases to be an employee of the Company by reason of resignation or termination of employment or redundancy, any Options that were not capable of exercise by the holder:
• $(1)$ prior to the date of resignation or termination of employment; or
• $(2)$ prior to the date of redundancy,

will immediately lapse on the date of resignation or termination of employment or redundancy.

• $(d)$ If the holder ceases to be an employee of the Company due to the holder being summarily dismissed by the Company for reason of gross misconduct or wilful negligence, then any Options issued to that holder will immediately lapse upon that event occurring.
• $(e)$ In the event of the death or serious injury or incapacity of the holder (whether resulting from the person's employment with the Company or any of its associated bodies corporate or otherwise) before the Expiry Date, the holder or the legal representative of the holder (as the case may be) shall, with the consent of the Directors, and subject to clause 7(a), be permitted to exercise any unexercised options.

8 Shares allotted and issued upon exercise of Option

Within 10 Business Days of receipt of the notice referred to in clause $6(b)(1)$ accompanied by the Exercise Price, the Company will:

• $(a)$ allot and issue the number of Shares specified in the notice;
• cancel the certificate for the Options being exercised; and (b)
• if applicable, issue a new certificate for any unexercised Options. $(c)$

9 Shares allotted to rank pari passu

All Shares allotted upon the exercise of Options will upon allotment rank pari pasu in all respects with other Shares from the date of allotment and issue.

10 Ouotation of Shares

The Company will apply for Official Ouotation by ASX of all ordinary Shares allotted pursuant to the exercise of Options within the time required by the Listing Rules, after the date of allotment of those Shares.

The Company will not apply for, and is under no obligation to apply for, Official Ouotation by ASX of the Options.

$11$ Capital reorganisation

In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company before the Expiry Date, the rights of an Option holder will be changed to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

12 No participating rights

• $(a)$ There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options (whether by way of bonus issue, rights issue or other pro rata issue to Shareholders).
• (b) However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 days after the issue is announced. This will give Option holders the opportunity to exercise the Options which they are entitled to exercise pursuant to these terms and conditions before the date for determining entitlements of Shareholders to participate in any issue.

13 Bonus issues

If before the expiry of any Options, the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (other than in lieu of a dividend) (bonus issue), the number of Shares over which an Option is exercisable will be increased in respect of those Options in relation to which the Option holder did not participate in the bonus issue, by the number of Shares which the Option holder would have received if the Option had been exercised before the record date (as that term is defined in the Listing Rules) for the relevant bonus issue. For the purpose of this clause 13, the number of Shares over which an Option is exercisable will include any additional Shares to which the Option holder is entitled under any previous bonus issue.

14 Pro rata issue

In the event of a pro rata issue by the Company (other than a bonus issue) the number of ordinary Shares over which the Options exist and the Exercise Price for each Option will be adjusted in accordance with the formula set out in the Listing Rules.

15 Amendments

These terms and conditions may only be amended from time to time with the approval of the members of the Company, by resolution, in a general meeting in accordance with the Listing Rules.

16 Transfer

Subject to clause $7(e)$ , the Options are not transferable or assignable to any person without the written consent of the Directors (which the Directors may withhold in their absolute discretion).

HELIX RESOURCES LIMITED ACN 009 138 738

PROXY FORM

The Company Secretary Helix Resources Limited PO Box 825 WEST PERTH WA 6872 Facsimile 08 9321 3909

I/We (full name)

$of \quad \Box$

being a member of Helix Resources Limited (the Company) and entitled to attend and vote, appoint (full name)

or, failing him/her, the Chairperson of the meeting, as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 am on Monday, 10 November 2003 and at any adjournment of the meeting and to demand a poll.

If 2 proxies are appointed, the percentage of voting rights this proxy is appointed to represent is $%$ (see note 2 below).

INSTRUCTIONS AS TO VOTING

If you wish to instruct your proxy how to vote with respect to the proposed resolutions, please tick or otherwise mark the appropriate box opposite each item below. Unless instructed to the contrary, proxies in favour of the chairperson will be used in support of the specific matters set out in the notice of meeting.

	ORDINARY RESOLUTIONS	For	Against	Abstain
2	Election of Anthony Martin as Director	ם	п	□
4	Ratification of Previous Issues of Shares	o	n	□
5.	Cancellation of Existing Options and Approval of Issue of New Options to Robert Mosig	o	n	□
6	Cancellation of Existing Options and Approval of Issue of New Options to Anthony Martin	□	п	□
7	Cancellation of Old Options and Approval of Issue of New Options to Riccardo Vittino	□	в	o
	SPECIAL RESOLUTION
3.	Election of Ewen Tyler as Director			B

Dated:

Individuals or Joint Holders	Companies
Signature	The Common Seal of the shareholder was affixed in the presence of:
Signature	Director	Director/Secretary
	Sole Director and Sole Company Secretary

Notes

• Any instrument appointing a proxy in which the name of the appointee is not filled in is regarded as given in favour of the chairperson of the meeting.
• $17$ A member entitled to attend and vote is entitled to appoint not more than 2 proxies to attend and vote instead of the member. Where 2 proxies are appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. If the appointment does not specify the proportion or the number of the member's votes each proxy may exercise, each proxy may exercise half of the votes. An additional proxy form will be supplied by the Company on request.
• 18 A proxy need not be a member of the Company.
• 19 Proxy forms must be signed by a member or the member's attorney or, if the member is a corporation, must be under its common seal or by 2 directors, 1 director and 1 secretary, or if it is a proprietary company that has a sole director who is also the sole secretary, that director, or under hand of its attorney or duly authorised officer. If the proxy form is signed by a person who is not the registered holder of shares in the Company, then the relevant authority must either have been exhibited previously to the Company or be enclosed with the proxy form.
• 20 The proxy form and authority (if any) under which it is signed must be deposited at Helix Resources Limited, PO Box 825, WEST PERTH WA 6872 or Level 3, 24 Kings Park Road, WEST PERTH WA 6005 or transmitted by facsimile to that office on (08) 9321 3909 no later than 48 hours before the time set for the meeting. Unless this is done the proxy will not be treated as valid.