HELIX RESOURCES LIMITED — AGM Information 2004

Oct 25, 2004

ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING 2004

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.

ACN 009 138 738

NOTICE OF ANNIJAL GENERAL MEETING

Notice is given that the 2004 Annual General Meeting of the members of Helix Resources Limited (the Company) will be held in The Fremantle Room, Parmelia Hilton Hotel, Mill Street, Perth, Western Australia on Tuesday, 30 November 2004 at 9.30am (WST).

ORDINARY BUSINESS

$\mathbf{1}$ . Accounts

To receive the financial report for the period ended 30 June 2004, the directors' report and auditor's report.

$2.$ Election of Director

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

"That Gregory Wheeler, having been appointed as a director of the Company on 25 October 2004 and being eligible for election, be elected as a director of the Company pursuant to Rule $8.1(e)(1)$ of the Constitution of the Company."

$3.$ Election of Director

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

"That Riccardo Vittino, having been appointed as a director of the Company on 25 October 2004 and being eligible for election, be elected as a director of the Company pursuant to Rule $8.1(e)(1)$ of the Constitution of the Company."

$\mathbf{4}$ . Election of Director

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

"That John DenDryver, having been appointed as a director of the Company on 25 October 2004 and being eligible for election, be elected as a director of the Company pursuant to Rule $8.1(e)(1)$ of the Constitution of the Company."

SPECIAL BUSINESS

5. Approval to Issue Shares

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company approves and authorises the directors to allot and issue up to 10,000,000 fully paid ordinary shares in the capital of the Company such shares to be issued and allotted on the terms and conditions as set out in the Explanatory Memorandum accompanying this Notice."

VOTING EXCLUSIONS

Resolution 5 - Approval to Issue Shares

In relation to Resolution 5, pursuant to Listing Rule 7.3.8 of the 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 who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed; and
• $\bullet$ An associate of those persons.

The Company however need not disregard a vote if:

• $\bullet$ 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
• $\bullet$ 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.

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 9.30am (WST), Sunday, 28 November 2004.

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 5.00pm (WST), Sunday, 28 November 2004.

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

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:

Resolutions 2-4 – Election of Directors

Rule 8.1(d) of the Constitution provides that the directors may appoint any person to be a director, either as an addition to the existing directors or to fill a casual vacancy.

Rule $8.1(e)(1)$ of the Constitution requires that any director appointed under Rule $8.1(d)$ must retire at the next Annual General Meeting. Those directors are then eligible for election at the Annual General Meeting.

Each of Mr Gregory Wheeler, Mr Riccardo Vittino and Mr John DenDryver were appointed as directors of the Company on 25 October 2004 and retire at the Annual General Meeting. Each, being eligible for election, seeks election at the Annual General Meeting.

Mr Bryce Wauchope will retire by rotation but does not offer himself for re-election.

Item 2:

Resolution 5-Approval to Issue Shares

Resolution 5 seeks approval for the directors to issue and allot up to 10,000,000 fully paid ordinary shares in the capital of the Company at an issue price of not less than \$0.15 per share.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders in general meeting.

Approval of the resolution will enable the directors to issue up to 10,000,000 new shares in the company under a Share Purchase Plan. It is intended that the Share Purchase Plan be issued prior to the Annual General Meeting.

Obligations under the Listing Rules

ASX Listing Rule 7.3 requires that the following information be disclosed to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

• the maximum number of shares to be issued by the Company is 10,000,000 fully $(a)$ paid ordinary shares in the Company;
• $(b)$ the allotment and issue of the shares will take place not more than three (3) months after the date of the Meeting (or such later date as permitted by the ASX) and may occur prior to the Meeting if the Share Purchase Plan is issued in sufficient time before this Annual General Meeting. It is anticipated that allotment of the shares will occur on one date:
• $(c)$ the shares will be issued at a price of not less than \$0.15 per share;
• $(d)$ the allottees of the shares will be subscribers pursuant to a Share Purchase Plan to be issued by the Company. These allottees will be determined from subscribers to a Share Purchase Plan, by the Directors, in their sole discretion;
• $(e)$ the shares issued will rank equally in all respects with the Company's existing shares on issue; and
• $(f)$ the funds will be used to further fund the Company's exploration activities and for general working capital of the Company.

ACN 009 138 738

PROXY FORM

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

$\frac{1}{\text{We}}$ (full name)

$of$ and $\Box$

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 9.30 am on Tuesday, 30 November 2004 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 $\frac{6}{6}$ (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 BUSINESS	For	Against	Abstain
2	Election of Gregory Wheeler as a Director	о		О
3.	Election of Riccardo Vittino as a Director	П		D
4	Election of John DenDryver as a Director			О
	SPECIAL BUSINESS
	Approval of Issue Shares

Dated:

	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.

• $\mathbf{1}$ 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.
• $\overline{2}$ A proxy need not be a member of the Company.
• $\mathbf{R}$ 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.
• $\Delta$ 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.