HELIX RESOURCES LIMITED

ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING 2007

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.

10[th] September 2007

[Shareholder name] [Shareholder address] [Shareholder address]

Dear Shareholder

ANNUAL GENERAL MEETING OF SHAREHOLDERS

I have pleasure in attaching the Notice of Meeting in respect of the 2007 Annual General Meeting scheduled for Monday, 29[th] October 2007 at 10am and look forward to your attendance.

I am pleased with the progress made by the Company in the last 12 months and look forward to your support in respect of each of the Resolutions proposed.

With respect to the Resolutions dealing with incentive options, the Board considers them necessary to retain our experienced and talented executives and staff during the current “boom” conditions in the resources industry. On 10[th] April this year shareholders supported incentive options being issued at 26 cents [which represented a +80% premium to the average trading price for Helix shares over the preceding 3 months] due to the departure of all Executive Directors in July 2006 and resultant challenges to the Board and Management. Significant progress has been made and the Helix market capitalisation has increased from ±$8million to ±$23million, hence the reason for proposing the grant of additional Incentive Options. The Board considers it to be beneficial and worth continuing. The proposals are being put to this meeting as no other shareholder meetings are planned until November 2008.

The incentive Option exercise price is the greater of 30 cents per share or 125% of the volume weighted average price at which the Company’s ordinary shares are traded on ASX in the 10 consecutive trading days immediately prior to grant. This ensures value accrues to the option recipients only after shareholders have received significant value.

Should the Options be paid up in the future, it will introduce a further $1.42 million to assist with the Company’s working capital requirements which is considered important.

Should the members not be supportive of the proposed option plan, the Board will be forced to consider other alternatives to achieve the objectives detailed above.

I refer you to the attached Notice and Explanatory Statement and look forward to your support.

Yours sincerely,

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G J Wheeler Executive Chairman

P.O. Box 825, West Perth, Western Australia 6872 9 Richardson Street, West Perth, Western Australia 6005 Telephone +61 8 9321 2644, Facsimile +61 8 9321 3909, Email: [email protected], Website: helix.net.au

NOTICE OF GENERAL MEETING

Notice is hereby given that the 2007 Annual General Meeting of members of Helix Resources Limited (Helix or the Company) will be held on Monday, 29[th] October 2007 commencing at 10.00am at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matters to be considered. Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting. In accordance with Regulation 7.11.37 of the Corporations Regulations, the directors have determined that the identity of those entitled to attend and vote at the meeting is to be taken to be those persons who held shares in the Company as at 10.00 a.m. on 27[th] October 2007.

AGENDA

ORDINARY BUSINESS

Accounts

To receive the financial report for the period ended 30 June 2007, the directors' report and auditor's report.

Resolutions

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

1. Election of Director

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

"That John Joseph den Dryver, being a director of the Company who retires from the office of director by rotation, and being eligible for re-election, is re-elected as a director of the Company."

2. Election of Director

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

"That Michael Hood Wilson, having been appointed as a director of the Company on 1[st] June 2007, and being eligible for reelection, be re-elected as a director of the Company."

3. Remuneration Report

To consider, and if thought fit to pass, with or without amendment, the following resolution as a non-binding resolution:

“That for the purposes of Section 250R(2) of the Corporations Act, the Company adopt the Remuneration Report.”

4. Issue of Incentive Options to G J Wheeler

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to grant 2,000,000 Incentive Options to Mr G J Wheeler (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: Helix will disregard any votes cast on this resolution by or on behalf of Mr Wheeler or any of associate of Mr Wheeler. However, Helix 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, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Issue of Incentive Options to M H Wilson

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to grant 1,250,000 Incentive Options to Mr M H Wilson (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: Helix will disregard any votes cast on this resolution by or on behalf of Mr Wilson or any of associate of Mr Wilson. However, Helix 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, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Issue of Incentive Options to J denDryver

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to grant 250,000 Incentive Options to Mr J denDryver (or his nominee) and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: Helix will disregard any votes cast on this resolution by or on behalf of Mr denDryver or any associate of Mr denDryver. However, Helix 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, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Issue of Incentive Options to G Dunbar

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to grant 250,000 Incentive Options to Mr G Dunbar (or his nominee) and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: Helix will disregard any votes cast on this resolution by or on behalf of Mr Dunbar or any associate of Mr Dunbar. However, Helix 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, in accordance with a direction on the proxy form to vote as the proxy decides.

8. Issue of Incentive Options to Employees

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to grant up to 975,000 Incentive Options, within three months of the date of this meeting, to Employees (or their nominees) of Helix on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: Helix will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed . However, Helix 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, in accordance with a direction on the proxy form to vote as the proxy decides.

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 9 Richardson Street WEST PERTH WA 6005

OR By post to: Helix Resources Limited PO Box 825 WEST PERTH WA 6872

OR By facsimile on : (61 8) 9321 3909

by not later than 10.00am (WST), Saturday, 27th October 2007.

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

Joneen McNamara Company Secretary 11th September 2007

~~4~~

EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of Helix Resources Limited (“Helix”) in connection with the business to be conducted at a general meeting of members to be held at the Celtic Club, 48 Ord Street, West Perth, WA on Monday, 29[th] October 2007 at 10.00am.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

Shareholders should note that all the directors approved the proposal to put the resolutions to shareholders as outlined in the Notice of General Meeting and to prepare this Explanatory Statement.

Resolution 1 – Election of Director

In accordance with ASX Listing Rule 14.4 and Clause 13.2 of the Company’s Constitution one third of the directors for the time being must retire from office at every Annual General Meeting and are eligible for re-election.

Mr den Dryver is eligible for re-election and this resolution is placed before Shareholders seeking his election.

Resolution 2 – Election of Director

Clause 13.3 of the Company’s Constitution provides that directors may at any time appoint a person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors does not at any time exceed the maximum number specified by the Constitution. Any director so appointed holds office only until the next following General Meeting and is then eligible for re-election.

Mr Wilson was appointed a director of the Company on 1[st] June 2007 and retires at the next Annual General Meeting. Mr Wilson is eligible for re-election and this resolution is placed before Shareholders seeking his election.

Resolution 3 – Adoption of Remuneration Report

The Remuneration Report is set out in the Annual Report.

The Remuneration Report sets out the Company’s remuneration arrangements for the directors and senior management of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. However, Shareholders should note that the vote on Resolution 3 is advisory only and not binding on the Company or its directors.

2. ISSUE OF INCENTIVE OPTIONS

The Directors believe the success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company's operations. It is therefore important that the Company is able to attract and retain people of the highest caliber, especially in the current environment where the resource industry is experiencing significant growth and experienced people are difficult to find and the cost of replacing them significant.

The issue of Options as part of the remuneration packages of directors, senior executives and key consultants is a well established practice of public listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding directors, executives and consultants.

ASX Listing Rule Requirements

For the purpose of Resolutions 4, 5, 6 and 7, ASX Listing Rule 10.11 relevantly provides that prior approval of shareholders is required for the issue of equity securities to a related party. ASX Listing Rule 10.13 sets out the information to be provided to shareholders in the notice of meeting.

For the purpose of Resolution 8, ASX Listing Rule 7.1 relevantly provides that prior approval of shareholders is required for the issue of equity securities. ASX Listing Rule 7.3 sets out the information to be provided to shareholders in the notice of meeting.

Corporations Act 2001 Requirements

Under the Corporations Act, the provision of any financial benefit requires shareholder approval pursuant to the related party provisions (Part 2E).

Messrs G J Wheeler, M H Wilson, J denDryver and G Dunbar (the parties to which Resolutions 4, 5, 6 and 7 relate) are considered "related parties" under section 228, whilst the issue of Incentive Options to them constitutes a "financial benefit" for this purpose.

Accordingly, the purpose of this notice is to seek the requisite shareholder approvals for the grant of the Incentive Options to Messrs Greg J Wheeler, Michael H Wilson, John denDryver and Gordon Dunbar.

Sections 219 and 221 set out the information to be provided to shareholders in the notice of meeting and accompanying explanatory statement.

3. ISSUE OF INCENTIVE OPTIONS TO DIRECTORS - (Resolutions 4, 5, 6 and 7)

For the purposes of sections 217 to 227 of the Corporations Act, and ASX Listing Rule 10.13, the following information is provided to shareholders to allow them to assess whether or not it is in the Company's interests to pass Resolutions 4, 5, 6 and 7.

Mr G J Wheeler, Mr Michael H Wilson, Mr John denDryver and Mr Gordon Dunbar are the related parties to whom the proposed resolution would permit a financial benefit to be given. They are each a related party to the Company by virtue of section 228 of the Corporations Act and ASX Listing Rule 19.12.
The maximum number of Incentive Options (being the nature of the financial benefit being provided) to be granted are as follows:

	Name	Position	Incentive Options
Mr	G J Wheeler	Chairman of Directors, Chief Executive Officer, Chief Financial Officer and joint Company Secretary	2,000,000
Mr	M H Wilson	Technical Director	1,250,000
Mr	J denDryver	Non Executive Director	250,000
Mr	G Dunbar	Non Executive Director	250,000

The Options referred to in Resolutions 4, 5, 6 and 7 will be granted for nil consideration, accordingly no funds will be raised from the grant of the Incentive Options, and no loan will be provided by the Company to any of Mr Wheeler, Mr Wilson, Mr denDryver or Mr Dunbar.
The Incentive Options will be granted to the specified parties not later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated that the Incentive Options will be issued on one date.
The exercise price of the Incentive Options to be granted to Mr Wheeler, Mr Wilson, Mr denDryver or Mr Dunbar is the greater of 30 cents per share or 125% of the volume weighted average price at which the Company’s ordinary shares are traded on ASX in the 10 consecutive trading days immediately prior to grant. The other terms and conditions of the Incentive Options are set out in Annexure “A” to this Explanatory Statement.
The purpose of the grant of the 2,000,000 Incentive Options to Mr Wheeler is to remunerate him appropriately and to provide an incentive for future performance by Mr Wheeler in the roles he is carrying out. The Board considered the extensive experience and reputation of Mr Wheeler and the market price of securities in the Company and current market practices when determining the number and exercise price of the Incentive Options to be issued to Mr Wheeler.
Mr Wheeler currently receives an annual salary of $225,000 for acting as Chairman of Directors, CEO, CFO and joint Company Secretary which is considered at the lower end of the commercial range for a person of his experience and the positions he assumes. Mr Wheeler is not entitled to receive any other emoluments from the Company, and has not received any other emoluments from the Company in the past other than when acting as Non Executive Director when he was paid $30,000 per annum. Mr Wheeler also received 2,000,000 incentive options, exercisable at 26 cents by 30 November 2008, pursuant to approval by shareholders in April 2007.
The purpose of the grant of the 1,250,000 Incentive Options to Mr Wilson is to remunerate him appropriately and to

provide an incentive for future performance by Mr Wilson in the role he is carrying out. The Board considered the experience and reputation of Mr Wilson and the market price of securities in the Company and current market practices when determining the number and exercise price of the Incentive Options to be issued to Mr Wilson.

Mr Wilson currently receives an annual salary of $160,000 for acting as Technical Director which is considered at the lower end of the commercial range for a person of his experience and the positions he assumes. Mr Wilson is not entitled to receive any other emoluments from the Company, and has not received (in his role as a director) any other emoluments from the Company in the past other than 1,325,000 incentive options, exercisable at 26 cents by 30 November 2008, were approved by shareholders in April 2007.
The issue of 250,000 Incentive Options to Mr denDryver is to remunerate him appropriately whilst saving the Company cash, and to provide an incentive for Mr denDryver’s future performance and commitment to the Company. The Board considered the experience and reputation of Mr denDryver, the market price of securities in the Company and the current market practices when determining the number and exercise price of the Incentive Options to be issued to Mr denDryver.
Mr denDryver currently receives director’s fees of $40,000 per annum. Mr denDryver has not received any other emoluments from the Company in the past other than 400,000 incentive options, exercisable at 26 cents by 30 November 2008, were approved by shareholders in April 2007.
The issue of 250,000 Incentive Options to Mr Dunbar is to remunerate him appropriately whilst saving the Company cash and to provide an incentive for Mr Dunbar’s future performance and commitment to the Company. The Board considered the experience and reputation of Mr Dunbar, the market price of securities in the Company and the current market practices when determining the number and exercise price of the Incentive Options to be issued to Mr Dunbar.
Mr Dunbar currently receives director’s fees of $40,000 per annum. Mr Dunbar has not received any other emoluments from the Company in the past other than 400,000 incentive options, exercisable at 26 cents by 30 November 2008, were approved by shareholders in April 2007.
The Company acknowledges that the grant of Incentive Options to Mr denDryver and Mr Dunbar is contrary to recommendation 9.3 of the ASX Good Corporate Governance and Best Practices Recommendations. However, the Directors consider the grant of the Incentive Options to Messrs denDryver and Dunbar reasonable in the circumstances, given the necessity to attract and retain the highest caliber of professionals to the Company, whilst maintaining the Company’s cash reserves.
Excluding any securities proposed to be allotted to the related parties pursuant to Resolutions 4, 5, 6 and 7, Messrs Wheeler, Wilson denDryver and Dunbar have a relevant interest in the securities set out below:

		Options at 26 cents Exercise
Name	Shares	price and Expiring 30
		November 2008
Mr G J Wheeler	3,958,702	2,000,000
Mr M H Wilson ¹	15,000	1,325,000
Mr denDryver	Nil	400,000
Mr Dunbar	200,000	400,000
¹Mr Wilson also has options expiring 31/3/09 as
follows: 70,000 ex at $0.42; 70,000 ex at $0.46;
70,000 ex at $0.50; issued in 2003

The price of the Company's shares over the preceding 12 months has ranged from a low of 6 cents on 21 September 2006 to a high of 29.5 cents on 24 July 2007. The latest available price of the Company's shares quoted on the ASX, prior to the date of this Explanatory Statement, on 7[th] September 2007 was 24 cents.
The Directors provide an indicative theoretical valuation of the Incentive Options proposed to be granted to the related parties under Resolutions 4, 5, 6 and 7, using the Black & Scholes pricing model and based on the following assumptions:
a. the Incentive Options expire on 30 June 2009 and are exercisable at $0.30 each;
b. a current price per Share of $0.19;

c. a volatility factor of 75%;
d. an interest rate of 6.4% (being the risk free interest rate on five year government bonds);
e. a discount factor of 50% has been applied due to the lack of marketability of the Options;
f. the valuations ascribed to the Incentive Options may not necessarily represent the market price of the Incentive Options at the date of the valuation; and
g. the valuation date for the Incentive Options was 3[rd] September 2007.

Based on the above, the Incentive Options for Messrs Wheeler, Wilson, denDryver and Dunbar have a theoretical value of 2.5 cents each.

Messrs Wheeler, Wilson, denDryver and Dunbar have an interest in the outcome of Resolutions 4, 5, 6 and 7 respectively and therefore do not consider themselves justified in making a recommendation in respect of those Resolutions. There is no other information known to the Directors or the Company that is reasonably required by shareholders to make a decision whether or not it is in the Company's interests to pass Resolutions 4, 5, 6 and 7, other than as set out throughout this Explanatory Statement (including the current entitlements of the Directors to securities in the Company).
If the Incentive Options granted to Messrs Wheeler, Wilson, denDryver and Dunbar pursuant to Resolutions 4, 5, 6 and 7 are paid up, a total of 3,750,000 Shares would be allotted and issued. Assuming that no other options are exercised and no other Shares are issued, this will increase the number of Shares on issue from 114,101,589 Shares to 117,851,589 Shares with the effect that there will be a dilution of the issued share capital of approximately 3.3% with no dilution in cash backing per share as the price to be paid is higher than the current market price.
The Directors do not consider that there are any opportunity costs to the Company or benefits foregone by the Company in respect of the proposed issue of Incentive Options other than, if the Incentive Options are exercised at a time when the market price of the Company's shares is greater than the exercise price of the Incentive Options, there may be a perceived cost to the Company insofar as the Company will issue Shares at a price lower than it might otherwise have been able to, with the result that less funds will be raised.

4. ISSUE OF INCENTIVE OPTIONS TO EMPLOYEES (Resolution – 8)

Resolution 8 of the Notice of General Meeting proposes the grant of up to 975,000 Incentive Options to employees of Helix. The purpose of the allotment of the shares is to provide a performance incentive to employees. The Options to be allotted will not be quoted on the ASX and are non-transferable. The Incentive Options must be exercised on or before 30 June 2009 and will be issued for nil consideration. No directors or their associates will participate in the allotment of Incentive Options approved under Resolution 8.
In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of Options:

Maximum number of Options to be issued 975,000 Date by which the Company will issue Options No later than three months after the date of the meeting Exercise price of the Options to be issued The greater of 30 cents per share or 125% of the volume weighted average price at which the Company’s ordinary shares are traded on ASX in the 10 consecutive trading days immediately prior to grant Exercise date On or before 30 June 2009 Names of the allottees The names of the allottees are still to be determined, but will be all employees of Helix Terms of issue Will be issued on the terms and conditions as outlined in Appendix “A”

Intended use of funds raised No funds will be raised from the grant of the Incentive Options as the grant is an incentive for work to be performed for the Company. Any funds raised from the exercise of the Incentive Options will be applied to working capital. Dates of allotment

Allotment will occur progressively

5. DEFINITIONS ASX means ASX Limited ASX Listing Rules means the official listing rules of ASX Director means a director of the Company Incentive Options means an option on the terms and conditions as specified in Annexure “A” Helix or the Company means Helix Resources Limited (ACN 009 138 738) Share means a fully paid ordinary share in the capital of the Company

ANNEXURE "A"

Terms and Conditions of Incentive Options

The Incentive Options granted will entitle the holder to subscribe for and be allotted Shares as follows:

(i) each Incentive Option issued entitles the holder to subscribe for and be allotted one Share upon payment of the exercise price, being the greater of $0.30 or 125% of the volume weighted average price at which the Company’s ordinary shares are traded on the ASX in the 10 consecutive trading days immediately prior to grant ( Exercise Price ).
(ii) the Incentive Options shall expire at 5.00pm Perth time on 30 June 2009 ( Expiry Date ).
(iii) the Incentive Options shall be exercisable wholly or in part by notice in writing to the directors of the Company at any time until the Expiry Date on payment of the Exercise Price.
(iv) the Incentive Options shall lapse 12 months after the option holder ceases to hold office as a director or employee of the Company.
(v) the Incentive Options are non-transferable and no application will be made to the ASX for Official Quotation of the options.
(vi) there are no participating rights or entitlements inherent in the Incentive Options and holders of the Incentive Options will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the Incentive Options.

However, Incentive Option holders have the right to exercise their Incentive Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Incentive Options, and will be granted a period of at least 10 business days before the date for determining entitlements to exercise the Incentive Options.

(vii) within 10 business days of receipt of a properly executed option notice and the required application monies the number of shares specified in the notice will be allotted.
(viii) shares issued on the exercise of the Incentive Options will rank pari-passu with the then existing issued ordinary shares. The Company will apply for Official Quotation by ASX of all shares issued upon exercise of the Incentive Options within fourteen business days after the date of allotment of those shares.
(ix) in the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the Incentive Options will be reorganised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

P R O X Y F O R M

The Secretary Helix Resources Limited PO Box 825, West Perth WA 6872 FAX:- (08) 9321 3909

I/We (full name) ____________ of __________________ being a member(s) of Helix Resources Limited, hereby appoint as my/our proxy

of ____________________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 10.00am on Monday, 29th October 2007 and at an adjournment thereof in respect of __% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

Usual Signature

If the Member is a Company

Signed in accordance with the constitution of the company (affix common seal if applicable)

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----- Start of picture text -----

Director/Sole Director Director/Secretary Sole Director and Sole Secretary
Dated this day of 2007.
RESOLUTIONS
FOR AGAINST ABSTAIN
Resolution 1 – Election of Mr J denDryver as a Director
Resolution 2 – Election of Mr M H Wilson as a Director
Resolution 3 – Adoption of Remuneration Report
Resolution 4 – Issue of Incentive Options to Mr Wheeler
Resolution 5 – Issue of Incentive Options to Mr Wilson
Resolution 6 – Issue of Incentive Options to Mr denDryver
Resolution 7 – Issue of Incentive Options to Mr Dunbar
Resolution 8 – Issue of Incentive Options to Employees of Helix
----- End of picture text -----

INSTRUCTIONS AS TO VOTING

If you wish to direct your proxy how to vote with respect to the proposed resolutions, please indicate the manner in which your proxy is to vote by placing a "X" in the appropriate box for each Resolution, otherwise your proxy will vote as he/she thinks fit or abstain from voting. OR

If the Chairman of the meeting is appointed as your proxy or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of resolutions 4 to 7, please place a mark in this box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of resolutions 4 to 7 and votes cast by him for resolutions 4 to 7 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on resolutions 4 to 7 and your votes will not be counted in calculating the required majority if a poll is called on resolutions 4 to 7. The Chairman intends to vote in favour of each resolution.

N O T E S

A member entitled to attend and vote is entitled to appoint not more than two proxies.
Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member's votes, each proxy may exercise half of the votes.
A proxy need not be a member of the Company.
A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company, posted to PO Box 825 West Perth 6872 or sent by facsimile to Fax: 08 9321 3909 to be received not less than 48 hours prior to the time of the meeting.
If the member is a company it must execute under its Common Seal or otherwise in accordance with Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
- 2 directors of the company; or
a director and a company secretary of the company: or
for a proprietary company that has a sole director who is also the sole company secretary, that director.
The Corporations Act 2001 does not allow the Chairman to vote undirected proxies in the case of Resolutions 4, 5, 6 and 7.

AI assistant

HELIX RESOURCES LIMITED AGM Information 2007

65059_rns_2007-09-10_c2140864-4a69-45a7-bd84-4b2614da683b.pdf