HELIX RESOURCES LIMITED — Capital/Financing Update 2002

Nov 18, 2002

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/1/96. Origin: Appendix 5. Amended 1/7/98. 1/9/99. 1/1/2000. 30/9/2001. 11/3/2002.

Name of entity

HELIX RESOURCES LIMITED

ABN

27 009 138 738

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be $\left[$ issued

Approximately 16,841,820

Options over Shares

• $\mathcal{D}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the *securities (eg, if options, exercise price and date; if partly expiry paid *securities, the amount outstanding and due dates for payment; if securities. *convertible the conversion price and dates for conversion)

Options exercisable at \$0.25 by 30 November 2005

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the date of allotment with an existing class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do which extent to the. they participate for the next dividend, case of - $\lim$ the a. trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	become fully paid shares.	Options will rank equally from the day they
5	Issue price or consideration	\$0.01
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	capital.	The funds raised will be allocated to working
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	18 December 2002.
		Number	+ Class
8	Number and class οf all securities quoted $-$ on ASX (including the securities in clause 2 if applicable)	50,525,458 16,841,820	Ordinary Shares 30 November 2005 Options

⁺ See chapter 19 for defined terms.

_Q Number and ⁺class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number		+ Class
4,055,999 options	Employee	Various Expiry Dates

Dividend policy (in the case of a $\boxed{ }$ $10¹⁰$ trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue

NO₁

• $11$ $\overline{1s}$ security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?

NON-RENOUNCEABLE

1 Option for every 3 Shares Held

• 13 Ratio in which the *securities will be offered
• $14$ ⁺Class of ⁺securities to which the $N/A$ offer relates
• 15 ⁺Record date determine to entitlements

27 November 2002

• Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in $17$ relation to fractions
• Names of countries in which the 18 entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

Rounding up

$N/A$

Only available to shareholders in Australia and New Zealand

$N/A$

$+$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent on *security holders' approval, the date of the meeting	N O
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	28 November 2002
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	19 November 2002
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

1. ⁺Despatch date $N/A$

28 November 2002

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$ ✓
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

$35 -$	If the "securities are "equity securities, the names of the 20 largest holders of the
	additional securities, and the number and percentage of additional securities held by
	those holders

36	If the securities are equity securities, a distribution schedule of the additional
	*securities setting out the number of holders in the categories
	1 - 1.000
	$1.001 - 5.000$
	$5.001 - 10.000$
	$10,001 - 100,000$
	$100.001$ and over

37

A copy of any trust deed for the additional *securities

(now go to $43$ )

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• Do the *securities rank equally in all 40 respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	*Class

(now go to $43$ )

+ See chapter 19 for defined terms.
-------------------------------------

All entities

Fees

43 Payment method (tick one)

Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time
Periodic payment as agreed with the home branch has been arranged

Quotation agreement

$\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

⁺ See chapter 19 for defined terms.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

.... Date19th November 2002 (Director/Company secretary)

Print name:

RICCARDO E M VITTINO...

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$+$ See chapter 19 for defined terms.