HELIX RESOURCES LIMITED — AGM Information 2008

Sep 1, 2008

HELIX RESOURCES LIMITED

ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING 2008

AND

EXPLANATORY STATEMENT 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 Statement carefully.

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

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29[th] August 2008

[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 2008 Annual General Meeting scheduled for Thursday, 9[th] October 2008 at 10am and look forward to your attendance.

I am pleased with the progress made by the Company in the last 12 months and direct your attention to the Chairman’s Letter included in the annual financial report for the financial year ended 30 June 2008 which outlines our performance over the last four years in a series of graphs.

The annual financial report is available on our website at www.helix.net.au.

With respect to the Resolutions dealing with Incentive Options, the Board considers them appropriate to retain, reward and incentivise the Board and talented executives and staff and align their interests with Shareholders. The Incentive Options are exerciseable at 55 cents each, which is 260% above the volume weighted average price at which the Company’s Shares have traded on ASX as at the date of this letter.

The pricing of the Incentive Options has been set to ensure value accrues to the Incentive Option recipients only after Shareholders have received a significant increase in the value of their Shares. For the Incentive Options to have any intrinsic value, the market capitalisation of the Company would have to increase from $28M to $72M.

Should the Incentive Options are exercised, it will introduce a further $9.68 million to assist with the Company’s working capital requirements.

I refer you to the attached Notice of Meeting and Explanatory Statement and look forward to your support in respect of each of the Resolutions proposed.

Yours sincerely,

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Greg 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: helix@helix.net.au, Website: helix.net.au

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2008 Annual General Meeting of members of Helix Resources Limited ( Helix or the Company ) will be held on Thursday, 9[th] October 2008 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 Annual 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 Annual 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 10.00am on 7[th] October 2008.

AGENDA

ORDINARY BUSINESS

Accounts

To receive the annual financial report of the Company for the period ended 30 June 2008, the Directors' report and auditor's report.

Resolutions

1. 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, and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the year ended 30 June 2008.”

2. Re-Election of Director

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

"That, for the purposes of clause 13.2 of the Constitution, Mr Gordon Dunbar, 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."

3. Issue of Incentive Options to Mr Greg J Wheeler

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

“That for the purposes of Part 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Company be authorized to issue eight million (8,000,000) Incentive Options exercisable at fifty five cents ($0.55) each on or before 31 October 2011 to Mr Greg J Wheeler (or his nominee) being a Director of the Company on the terms and conditions as contained in this Notice of Meeting and attached 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.

4. Issue of Incentive Options to Mr Michael H Wilson

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

“That for the purposes of Part 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Company be authorized to issue five million (5,000,000) Incentive Options exercisable at fifty five cents ($0.55) each on or before 31 October 2011 to Mr Michael H Wilson (or his nominee) being a Director of the Company on the terms and conditions as contained in this Notice of Meeting and attached 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.

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5. Issue of Incentive Options to Mr John denDryver

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

“That for the purposes of Part 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Company be authorized to issue one million (1,000,000) Incentive Options exercisable at fifty five cents ($0.55) each on or before 31 October 2011 to Mr John denDryver (or his nominee) being a Director of the Company on the terms and conditions as contained in this Notice of Meeting and attached 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.

6. Issue of Incentive Options to Mr Gordon Dunbar

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

“That for the purposes of Part 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Company be authorized to issue one million (1,000,000) Incentive Options exercisable at fifty five cents ($0.55) each on or before 31 October 2011 to Mr Gordon Dunbar (or his nominee) being a Director of the Company on the terms and conditions as contained in this Notice of Meeting and attached 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.

7. Issue of Incentive Options to Employees

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company be authorized to issue up to 2,600,000 Incentive Options exercisable at fifty five cents ($0.55) each on or before 31 October 2011 ( Options ), within three months of the date of this meeting, to employees of Helix (or their nominees) on the terms and conditions as contained in this Notice of Meeting and attached 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 of Meeting 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), Tuesday, 7th October 2008.

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 29th August 2008

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders of Helix Resources Limited ( Helix or the Company ) in connection with the business to be conducted at an Annual General Meeting of Shareholders to be held at the Celtic Club, 48 Ord Street, West Perth, WA on Thursday, 9[th] October 2008 at 10.00am.

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

Shareholders should note that all the Directors approved the proposal to put the Resolutions to Shareholders as outlined in the Notice of Annual General Meeting and to prepare this Explanatory Statement.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.helix.net.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The remuneration report is set out in the Company’s annual financial report for the financial year ended 30 June 2008.

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 Annual General Meeting.

The Corporations Act requires that a resolution to adopt the remuneration report be put to Shareholders. However, Shareholders should note that the vote on Resolution 1 is advisory only and not binding on the Company or its Directors.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

In accordance with ASX Listing Rule 14.4 and clause 13.2 of the 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.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Mr Dunbar retires by rotation and seeks re-election.

4. 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, retain and incentivise people of the highest calibre, 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 staff 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 employees.

Shareholders should note that for the Incentive Options to be exercised, the Share price will have to increase from 21 cents currently to 55 cents, an increase of 260%. Therefore, Shareholders receive significant value prior to the recipients of the Incentive Options receiving value, and thus aligns the interests of all parties to create value.

ASX Listing Rule Requirements

For the purpose of Resolutions 3, 4, 5, and 6, 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.

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For the purpose of Resolution 7, 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 3, 4, 5, and 6 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 Resolutions 3, 4, 5, and 6 is to seek 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.

4 RESOLUTIONS 3, 4, 5 AND 6 - ISSUE OF INCENTIVE OPTIONS TO DIRECTORS

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 15,000,000 Incentive Options to Mr Greg J Wheeler, Mr Michael H Wilson, Mr John denDryver and Mr Gordon Dunbar ( Related Parties ) on the terms and conditions set out below

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 3, 4, 5, and 6.

1. The Related Parties are Mr Greg J Wheeler, Mr Michael H Wilson, Mr John denDryver and Mr Gordon Dunbar and they are related parties of the Company by virtue of being Directors.

2. The maximum number of Incentive Options (being the nature of the financial benefit being provided) to be granted are as follows:

Related Party	Position	Incentive Options
Mr G J Wheeler	Chairman of Directors, Chief Executive Officer, Chief Financial Officer and joint Company Secretary	8,000,000
Mr M H Wilson	Technical Director	5,000,000
Mr J denDryver	Non Executive Director	1,000,000
Mr G Dunbar	Non Executive Director	1,000,000

1. The Incentive Options referred to in Resolutions 3, 4, 5, and 6 will be granted for nil consideration, accordingly no funds will be raised from the grant of the Incentive Options.

2. The Incentive Options will be granted to the Related Parties not later than one month after the date of the Annual General 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.

3. The exercise price of the Incentive Options to be granted to the Related Parties is 55 cents per Incentive Option. The other terms and conditions of the Incentive Options are set out in Annexure “A” to this Explanatory Statement.

4. The purpose of the grant of the 8,000,000 Incentive Options to Mr Wheeler is to provide reward and incentive for future services he will provide the Company in the roles he is carrying out. The Board considered the extensive experience and reputation of Mr Wheeler, 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.

5. Mr Wheeler currently receives an annual salary of $325,000 for acting as Chairman of Directors, CEO, CFO and joint Company Secretary. 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 received 2,000,000 Options, exercisable at 26 cents by 30 November 2008, pursuant to approval by Shareholders in April 2007.

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1. The purpose of the grant of the 5,000,000 Incentive Options to Mr Wilson is to provide reward and incentive for future services he will provide the Company in the role he is carrying out. The Board considered the experience and reputation of Mr Wilson, 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.

2. Mr Wilson currently receives an annual salary of $216,500 for acting as Technical Director. 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 Options, exercisable at 26 cents by 30 November 2008, pursuant to approval by Shareholders in April 2007.

3. The issue of 1,000,000 Incentive Options to Mr denDryver is to reward and 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 current market practices when determining the number and exercise price of the Incentive Options to be issued to Mr denDryver.

4. Mr denDryver currently receives Director’s fees of $52,500 per annum. Mr denDryver has not received any other emoluments from the Company in the past other than 400,000 Options, exercisable at 26 cents by 30 November 2008, pursuant to approval by Shareholders in April 2007.

5. The issue of 1,000,000 Incentive Options to Mr Dunbar is to reward and 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 current market practices when determining the number and exercise price of the Incentive Options to be issued to Mr Dunbar.

6. Mr Dunbar currently receives Director’s fees of $52,500 per annum. Mr Dunbar has not received any other emoluments from the Company in the past other than 400,000 Options, exercisable at 26 cents by 30 November 2008, pursuant to approval by Shareholders in April 2007.

7. 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 calibre of professionals to the Company, whilst maintaining the Company’s cash reserves.

8. Excluding any securities proposed to be allotted to the Related Parties pursuant to Resolutions 3, 4, 5, and 6, Messrs Wheeler, Wilson denDryver and Dunbar have a relevant interest in the securities set out below:-

		Options at 42 cents;	Listed Options at 30	Options at 26 cents
Related Party	Shares	46 cents and 50 cents Exercise Price 1/3 rd	cents Exercise Price and Expiring 30 June	Exercise price and Expiring 30 Nov 2008
		each and Expiring 31	2009
		March 2009
Mr Greg J Wheeler	6,478,839	-	494,838	2,000,000
Mr Michael H Wilson	93,133	210,000	3,517	1,325,000
Mr John denDryver	Nil	-	-	400,000
Mr Gordon Dunbar	300,000	-	25,000	400,000

1. The price of the Company's Shares over the preceding 12 months has ranged from a low of 15 cents on 18 March 2008 to a high of 54 cents on 14 December 2007.

2. The Incentive Options will not be quoted on the ASX and as such have no market value. The Incentive Options each grant the Optionholder a right of grant of one Share in the Company upon exercise of the Incentive Option and payment of the exercise price of the Incentive Option. Accordingly, the Incentive Options may have a present value at the date of their grant.

3. The Directors provide an indicative theoretical valuation of the Incentive Options proposed to be granted to the Related Parties under Resolutions 3, 4, 5, and 6, using the Black & Scholes pricing model and based on the following assumptions:

4. a. the Incentive Options expire on 31 October 2011 and are exercisable at $0.55 each;

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• b. a current price per Share of $0.21;

• c. a volatility factor of 70%;

• 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 Incentive 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 15[th] August 2008.

Based on the above, the Incentive Options for Messrs Wheeler, Wilson, denDryver and Dunbar have a theoretical value of 2.9 cents each, which when applied to the Incentive Options to be issued pursuant to Resolutions 3, 4 5 and 6 would be:-

Greg J Wheeler $232,000 Michael H Wilson $145,000 John denDryver $ 29,000 Gordon Dunbar $ 29,000

1. Messrs Wheeler, Wilson denDryver and Dunbar have an interest in the outcome of Resolutions 3, 4, 5, and 6 respectively and therefore do not consider themselves justified in making a recommendation in respect of those Resolutions.

2. If the Incentive Options granted to Messrs Wheeler, Wilson, denDryver and Dunbar pursuant to Resolutions 3, 4, 5, and 6 are paid up, a total of 15,000,000 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 131,300,000 Shares to 146,300,000 Shares with the effect that there will be a dilution of the issued share capital of approximately 11.4% with no dilution in cash backing per share as the price to be paid is 260% higher than the current market price.

Shareholder	Current	% of Total	Shareholding	% of Total
	Shareholding	Share	upon exercise of	Share Capital
		Capital	Incentive Options
Current Shareholders (other than the	124,428,028	94.8	124,428,028	85.0
Related Parties)
Mr Wheeler	6,478,839	4.9	14,478,839	9.9
Mr Wilson	93,133	0.1	5,093,133	3.5
Mr denDryver	-	-	1,000,000	0.7
Mr Dunbar	300,000	0.2	1,300,000	0.9
TOTAL	131,300,000	100	146,300,000	100

Other information to assist Shareholders to make a decision on the Resolutions

1. The option valuation noted above is based on a market price of the Shares at the time of the valuation (15[th] August 2008) There is a possibility the market price of the Shares will change up to the date of the Annual General Meeting.

2. The opportunity costs to the Company or benefits foregone by the Company in respect of the proposed issue of Incentive Options is the potentially dilutionary impact on the issued share capital of the Company (in the event the Incentive Options are subsequently exercised). Until exercised, the issue of the Incentive Options will not impact on the number of Shares on issue. To the extent that upon their exercise the dilutionary impact caused by the issue of Shares will be detrimental to the Company, this is more than offset be the advantages accruing from securing the services of experienced and skilled Directors on appropriate incentive terms and their intrinsic value arising only after Shareholders have received an uplift in value of 260%.

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1. No stamp duty is payable in respect of the grant of Incentive Options.

2. AASB 2 “Share Based Payments” requires that these payments shall be measured at their fair value and be expensed in the statement of financial performance.

3. Save as set out in this Explanatory Statement, the Directors are not aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by Resolutions 3, 4, 5, and 6.

5 RESOLUTION 7 - ISSUE OF INCENTIVE OPTIONS TO EMPLOYEES

1. Resolution 7 of the Notice of Annual General Meeting proposes the grant of up to 2,600,000 Incentive Options to employees of Helix. The purpose of the allotment of the Incentive Options is to provide a performance incentive to employees. The Incentive Options to be allotted will not be quoted on the ASX and are non-transferable. The Incentive Options must be exercised on or before 31 October 2011 and will be issued for nil consideration. No Directors or their associates will participate in the allotment of Incentive Options approved under Resolution 7.

2. In compliance with the information requirements of ASX Listing Rule 7.3 Shareholders are advised of the following particulars in relation to the proposed issue of Incentive Options:

Maximum number of Incentive Options to be issued	2,600,000
Date by which the Company will issue Incentive Options	No later than three months after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modificationoftheListingRules)
Exercise price oftheIncentive Options	55 cents per Incentive Option
Exercise date	On or before 31 October 2011
Names of the allottees	Directors will determine to whom the Incentive Options will be granted but thesewill not berelated parties ofthe Company.
Terms of issue	The Incentive Options will be issued on the terms and conditions as outlinedin Annexure“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 Optionswillbe applied toworking capital.
Dates of allotment	Allotment will likely occur at one time

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6 DEFINITIONS

ASIC means the Australian Securities and Investments Commission ASX means ASX Limited ACN 008 624 691 ASX Listing Rules means the official listing rules of ASX Board means the board of Directors of the Company Constitution means the constitution of the Company Corporations Act means the Corporations Act 2001 (Cth) Director means a director of the Company Explanatory Statement means the explanatory statement accompanying the Notice of Meeting Helix or the Company means Helix Resources Limited ACN 009 138 738 Incentive Option means an Option on the terms and conditions as specified in Annexure “A” Notice of Meeting or Notice of means this notice of annual general meeting including the Explanatory Annual General Meeting Statement Option means an option to acquire a Share Optionholder means a holder of an Option or an Incentive Option as the context requires Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires Share means an fully paid ordinary share in the capital of the Company Shareholder means a shareholder of the Company WST means Western Standard Time as observed in Perth, Western Australia

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ANNEXURE "A"

Terms and Conditions of Incentive Options

The Incentive Options granted will entitle the Optionholder to subscribe for and be allotted Shares on the following terms and conditions:

• (i) Each Incentive Option issued entitles the Optionholder to subscribe for and be allotted one Share upon payment of the exercise price, being $0.55 ( Exercise Price ).

• (ii) The Incentive Options shall expire at 5.00pm Perth time on 31 October 2011 ( 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 Optionholder 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 Incentive Options.

• (vi) There are no participating rights or entitlements inherent in the Incentive Options and Optionholders 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 on 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 re-organisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the Incentive Options will be re-organised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged.

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P R O X Y F O R M

The Secretary Helix Resources Limited PO Box 825, West Perth WA 6005 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 Thursday, 9th O c t o b e r 2008 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.

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Usual Signature Usual Signature
Dated this day of 2008.
RESOLUTIONS
FOR AGAINST ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-Election of Mr Dunbar as a Director
Resolution 3 – Issue of Incentive Options to Mr Wheeler
Resolution 4 – Issue of Incentive Options to Mr Wilson
Resolution 5 – Issue of Incentive Options to Mr denDryver
Resolution 6 – Issue of Incentive Options to Mr Dunbar
Resolution 7 – Issue of Incentive Options to Employees
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If the Member is a Company

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

Director/Sole Director Director/Secretary Sole Director and Sole Secretary Dated this day of 2008.

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 3 to 6, 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 3 to 6 and votes cast by him for Resolutions 3 to 6 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 3 to 6 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 3 to 6. The Chairman intends to vote in favour of each Resolution.

N O T E S

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member's

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votes, each proxy may exercise half of the votes.

1. A proxy need not be a member of the Company.

2. 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 6005 or sent by facsimile to Fax: 08 9321 3909 to be received not less than 48 hours prior to the time of the meeting.

3. 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:

4. 2 directors of the company; or

5. a director and a company secretary of the company: or

6. for a proprietary company that has a sole director who is also the sole company secretary, that director.

7. The Corporations Act 2001 does not allow the Chairman to vote undirected proxies in the case of Resolutions 3, 4, 5, and 6.

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