HELIX RESOURCES LIMITED

ABN 27 009 138 738

Prospectus

For the non-renounceable rights issue to shareholders of up to 16,841,820 Options at the issue price of 1 cent each on the basis of one Option for every three ordinary shares held

This entitlement issue closes at 5:00 pm on 18 December 2002

This is an important document and should be read in its entirety. If you do not fully understand it, or are in doubt as to how to deal with it, you should consult your solicitor, accountant or other professional adviser

CORPORATE DIRECTORY

Directors

Mr Ewen WJ Tyler	Chairman
Mr Robert W Mosig	Managing Director
Mr Anthony R Martin	Executive Director
Mr Ian K Macpherson	Non-Executive Director
Mr Bryce E Wauchope	Non-Executive Director

Company Secretary

Mr Riccardo EM Vittino

Corporate Head and Registered Office

Level 3, 24 Kings Park Road West Perth WA 6005

$(618)93212644$ Telephone: Facsimile: $(618)93213909$ Email: [email protected] Website: http://www.helix.net.au

Solicitors

Share Registry

Perth WA 6000

Auditors

Advanced Share Registry Level 7, 200 Adelaide Terrace East Perth WA 6000

Deloitte Touche Tohmatsu

Level 16, Central Park 152-158 St George's Terrace

Freehills* Level 22, AMP Building 140 St George's Terrace Perth WA 6000

Steinepreis Paganin* Level 14, Chancery House 37 St George's Terrace Perth WA 6000

Stock Exchange

The Company's securities are quoted on the official list of Australian Stock Exchange Limited.

CODE: HLX

*These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

1	Important Information and Dates	4
2	Details of the Offer	$\overline{5}$
3	Update on Operations since Annual General Meeting	6
4	Financial Information	6
5	Effect of the Issue	7
6	Risk Factors	8
7	Terms of Options	8
8	Additional Information	9
9	Glossary of Terms	15

Page

No person is authorised to give any information or to make any representation regarding the Issue. Any information or representation in relation to the Issue, which is not contained in this Prospectus, may not be relied upon as having been authorised by the Company or its Directors. Defined terms and abbreviations used in this Prospectus are explained in section 9 of this Prospectus.

1 Important Information and Dates

$1.1$ Important Information

This Prospectus is dated 18 November 2002 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and the ASX take no responsibility for the contents of this Prospectus.

In making the representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

In this Prospectus, the Company will offer and issue approximately 16,841,820 Options at 1 cent each to persons registered as Shareholders at 5.00pm WST on 27 November 2002 on the basis of 1 Option for every 3 Shares held. Fractional entitlements to Options will be rounded up to the nearest whole number of Options.

On exercise, each Option will entitle the option holder to 1 share.

Each Option will have an exercise price of \$0.25. The Options will be exercisable at any time before 5.00pm WST on 30 November 2005.

A summary of the terms and conditions of the Options is set out in section 7 of this Prospectus.

$1.2$ Key dates

Lodgement of Prospectus with ASIC	18 November 2002
Record Date to determine entitlements	27 November 2002
Despatch Prospectus and Entitlement and Acceptance forms	28 November 2002
Closing Date of Entitlement Issue	18 December 2002
Shortfall Closing Date	18 March 2003
Prospectus will expire*	18 December 2003

*The Directors may extend the Closing Date by giving at least 5 Business Days notice to ASX prior to the Closing Date. As such, the date the Options are expected to commence trading on ASX may vary.

$1.3$ CHESS

The Options will participate in CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the SCH Business Rules.

Under CHESS, an Option holder will not receive a certificate but will receive a statement of their holding in Helix Resources. If an Option holder is broker sponsored, ASTC will send the Option holder a CHESS statement. The CHESS statement will set out the number of Options allotted to each Option holder under this Prospectus, provide details of the Option holder's holder identification number and give the participant identification number of the sponsor.

If an Option holder is registered on the issuer sponsored sub register, the Option holder's statement will be dispatched by the Share Registry and will contain the number of Options allotted to the Option holder under this Prospectus and the Option holder's security holder reference number.

A CHESS statement or issuer-sponsored statement will routinely be sent to Option holders at the end of any calendar month during which the balance of their optionholding changes. An Option holder may request a statement at any other time. However, a charge may be applied for additional statements.

1.4 Annual Report

The 2002 Annual Report for Helix Resources dated 27 September 2002 was lodged with ASIC and ASX on 1 October 2002. That document contains a review of the operations of Helix Resources, the annual director's report, the financial report and an independent audit report by Deloitte Touche Tohmatsu for the financial year ended 30 June 2002. A copy of the Annual Report is available from the Company free of charge. The Shareholder can call the Company on (08) 9321 2644 and a copy will be sent to the Shareholder. Alternatively, the Annual Report is available on the Company's website at http://www.helix.net.au

$1.5$ Enquiries

If a Shareholder has any questions regarding this Prospectus, please contact Riccardo Vittino, Company Secretary and Chief Financial Officer for the Company on (61 08) 9321 2644 or at [email protected].

$\overline{2}$ Details of the Offer

$2.1$ The Offer

The Directors have resolved to offer existing shareholders 1 Option to acquire 1 Share in Helix Resources for every 3 Shares held in Helix Resources at the Record Date. Options will have an expiry date of 30 November 2005 and an exercise price of \$0.25.

The Issue is non-renounceable and is available only to Shareholders of Helix Resources. If Shareholders wish to accept the offer for Options they must complete and lodge the Application Form contained in this Prospectus.

$2.2$ Application for Options

Applications for Options may only be made by completing the Application Form accompanying this Prospectus

Applications open at 9:00am WST on 28 November 2002 and will close as at the Closing Date, or such other dates and times determined by the Directors.

$2.3$ Action Required by Shareholders

Acceptance of Entitlement in Full

If you wish to take up all of your Entitlement under the Issue, please complete the Application Form in accordance with the instructions set out on the reverse of that form. An application must not exceed your Entitlement as shown on the Application Form, An application exceeding your Entitlement will be deemed to be for your maximum Entitlement and any surplus funds will be returned without interest.

Partial Acceptance of Entitlement

If you wish to take up part of your Entitlement under the Issue, please complete the Application Form in accordance with the instructions set out on the reverse of that form and insert the number of Options for which you wish to accept the Offer (being less than your Entitlement as specified on the Acceptance Form).

Non-Acceptance of Entitlement

If you do not wish to take up any part of your Entitlement under the Issue, you are not required to take any action.

Applying for Shortfall

If you decide not to accept all or part of your Entitlement, the Options not accepted will form part of the Shortfall and the Directors reserve the right to issue such Options at their absolute discretion within 3 months from the Closing Date. Directors may not participate in any Shortfall.

You may apply to participate in the Shortfall by completing the Shortfall Application Form. The Directors will determine the allocation of the Shortfall at their discretion.

Applications to be forwarded to the Company

If you wish to participate in the Offer or the Shortfall, you must forward the completed Application Form or the Shortfall Application Form, together with your cheque drawn on an Australian Bank or bank draft made navable in Australian currency to "Helix Resources Limited" and crossed "Not Negotiable" to the Company at:

PO Box 825

WEST PERTH WA 6872

Your completed Application Form and cheque must reach the Company no later than 5:00pm WST on the Closing Date.

If you are applying for any Shortfall, your completed Shortfall Application Form and cheque must reach the Company no later than 5:00pm WST on the Shortfall Closing Date, you are, however, urged to send your application in early as the shortfall will be closed as soon as sufficient applications have been received.

$2.4$ Ouotation

An application for admission of the Options to quotation on the ASX will be made to the ASX within 7 days after the date of this Prospectus.

If the Options are not admitted to quotation on the ASX within 3 months after the date of this Prospectus, none of the Options offered under this Prospectus will be allotted and the Company will repay all Application monies for the Options within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the Options is not to be taken in any way as an indication of the merits of the Company or the Options now offered for subscription.

$2.5$ Allotment and issue

The Company expects to allot and issue the Options as soon as practicable after the Closing Date.

Pending the allotment and issue of the Options or payment of refunds pursuant to this Prospectus, the Company will hold all application monies in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Anplicant waives the right to claim interest.

$2.6$ No Rights Trading

Entitlements to Options pursuant to this issue are non-renounceable and accordingly will not be traded on ASX.

$2.7$ Overseas Investors

Shareholders resident outside Australia should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to accept their Entitlements.

In accordance with the requirements of the Listing Rules, the Company has decided that it would be unreasonable to extend the Issue to Shareholders with registered addresses outside of Australia and New Zealand having regard to:

$(a)$ The number of shareholders with registered addresses outside Australia and New Zealand:
The number and value of the Shares the shareholders with registered addresses $(b)$ outside Australia and New Zealand: and
$(c)$ The cost of complying with legal requirements of regulatory authorities in those countries outside of Australia and New Zealand.

Copies of this Prospectus, without an Application Form, will be sent to shareholders whose registered addresses are outside Australia and New Zealand.

$2.8$ No issue of Options after the Prospectus expires

No Options will be issued on the basis of this Prospectus later than 18 December 2003.

2.9 Jurisdiction

This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.

$2.10$ Taxation

Shareholders should be aware that there might be taxation implications in being issued with the Options and on exercise of those Options. Shareholders should consult their own professional tax adviser to obtain taxation advice relevant to their own circumstances.

$2.11$ No Underwriting

This Offer is not underwritten. The Offer is being undertaken for the principal reason of replacing the options which expired in October 2002 and not as a fund raising exercise, although approximately \$150,000 in new working capital will be raised (assuming full subscriptions). For this reason, and because the Company has adequate cash reserves. there is no minimum subscription for the Offer. This will enable all Shareholders to take up their entitlement.

$2.12$ Shortfall

In the event that not all Shareholders apply for Options the subject of this Prospectus, the Options not accepted will form part of the Shortfall and the Directors reserve the right to issue such Options at their absolute discretion within three months from the Closing Date of the Offer to third parties. Directors may not participate in any shortfall.

$\overline{3}$ Update on Operations since the Annual General Meeting

$3.1$ The Company

No significant changes in the operations of the Company have occurred since the annual general meeting of the Company on 18 November 2002.

4 Financial Information

The Company's 2002 Annual Report contains all financial information relevant to the Offer. The Annual Report is dated 27 September 2002 and was lodged with ASX and ASIC on 1 October 2002. A copy of the Annual Report is available upon request from the Company free of charge or from the Company's website at http://www.helix.net.au.

The following information and reports are contained in the Annual Report for the financial year ended 30 June 2002:

the directors' report at pages 13 to 16;
the independent audit report from Deloitte Touche Tohmatsu at page 17;
the financial report at pages 19 to 36.

5 Effect of the Issue

$5.1$ Effect of the issue of the Options on the Company

Assuming all Options offered under this Prospectus are issued, the principal effect of the Issue will be to:

$(a)$ Increase cash reserves by approximately \$150,000 (after deducting estimated expenses of the Issue), and
(b) Increase the number of listed options on issue from zero, as at the date of this Prospectus, to 16,841,820.

If the full amount of the Offer is not raised, the funds actually raised will be allocated to working capital, it being noted that the Company has adequate existing cash reserves to fund its operations.

$5.2$ Effect of the exercise of the Options on the Company

If all the Options are issued and exercised the Company will receive \$4.21 million. The likelihood of the Company raising this additional capital through the exercise of the Options is dependent on the price of the Company's Shares from time to time up to the expiry date of the Options. The issue of the Options could provide \$4.21 million of contingent capital to meet future working capital and investment needs.

5.3 Capital structure

Since the date of the Annual Report, the Company has not issued any additional securities.

The capital structure of the Company after the issue of Options will be:

Share capital
Shares on issue	50,525,458
Unlisted options on issue
Employee share option plan	4,055,999
Approximate number of Options to be issued under this 16,841,820 Prospectus

On or about the date of this Prospectus, the 5 major Shareholders of the Company are:

Lonmin Australia Pty Ltd $-11.88\%$ of the issued Shares;
National Nominees Limited $-6.12\%$ of the issued Shares:
Invia Custodian Pty Ltd $-4.28\%$ of the issued Shares; L.
Colter Holdings Pty Ltd $-3.91\%$ of the issued Shares; and
Zero Nominees Ltd $-2.71\%$ of the issued Shares.

6 Risk Factors

$6.1$ Factors expected to affect the value of Options

The two factors expected to most affect the market price of the Options on the ASX are:

$(a)$ The price of the Company's Shares on ASX; and
$(b)$ The time to expiry of the Options.

As the market price of the Options is affected by the price of the Shares, the same factors that affect the price of the Shares will affect the price of the Options.

$6.2$ Factors expected to affect the value of Shares

The market value of the Options will be, in part affected by the value of the Company's Shares on ASX.

The factors that may affect the value of the Company's Shares on ASX include:

General economic factors such as interest rates, exchange rates and government regulation;
Any future issue of securities by the Company;
The financial performance of the Company; ۸
The market price for metals the Company explores for; and $\bullet$
Commercial factors such as the loss of key staff and litigation.

$\overline{7}$ Terms of Options

A complete list of the terms and conditions of the Options is available upon request from the Company. A summary of the terms and conditions of the Options is set out below:

$\mathbf{1}$ The Options will expire at 5.00pm on the Expiry Date . Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
$\mathcal{D}$ Each Option gives the Option holder the right to subscribe for one Share. To obtain the right given by each Option, the Option holder must exercise the Options in accordance with the terms and conditions of the Options.
3 The exercise price payable upon exercise of each Option will be \$0.25 (Exercise Price).
4 All or part of the Options may be exercised at any time prior to the Expiry Date, from time to time.
5 An Option holder may exercise their Options by lodging with the Company, before the Expiry Date:
a written notice of exercise of Options specifying the number of Options $(a)$ being exercised:
$(b)$ a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised: and
$(c)$ the certificate for those Options, for cancellation by Helix Resources.

(Exercise Notice)

An Exercise Notice is only effective when Helix Resources has received the full amount of the Exercise Price in cleared funds.

Within 5 Business Days of receipt of the Exercise Notice accompanied by the 6 Exercise Price, Helix Resources will:
allot the number of Shares required under these terms and conditions in (a) respect of the number of Options specified in the Exercise Notice;
$(b)$ cancel the certificate for the Options being exercised; and
$(c)$ if applicable, issue a new certificate for any unexercised Options.
$\overline{7}$ All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
$\mathbf{8}$ Helix Resources will apply for Official Quotation by ASX of the Options.
Q. Helix Resources will also apply for Official Quotation by ASX of all Shares allotted pursuant to the exercise of Options within 10 Business Days after the date of allotment of those Shares.
$10¹⁰$ An Option does not confer on the Option holder the right to participate in any prorata entitlements issue (whether by way of bonus issue or other offer of securities pro rata to the existing entitlements of Shareholders), which are offered by Helix Resources to its Shareholders. To participate in any pro rata entitlements issue in respect of an Option, the Option holder must exercise the Option.
$11$ In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of the Company before the expiry of any Options, the number of Options to which an Option holder is entitled or the Exercise Price of the Options or both will be reconstructed (as appropriate) in accordance with the Listing Rules.
$12^°$ The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
$13$ These terms and conditions may be amended from time to time by special resolution of Helix Resources in a general meeting in accordance with the Listing Rules and with the consent of the Option holder.

8 Additional Information

$8.1$ Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The Options that will be issued pursuant to this Prospectus are convertible into Shares that are in the same class of Shares that have been quoted on the official list of ASX during the 12 months prior to the issue of this Prospectus.

In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities. financial position, profits and losses or prospects of the issuing company unless such information has not previously been disclosed to ASX.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

it is subject to regular reporting and disclosure obligations; $(a)$
copies of documents lodged with the ASIC in relation to the Company (not being $(b)$ documents referred to in section $1274(2)(a)$ of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
it will provide a copy of each of the following documents, free of charge, to any $(c)$ person on request between the date of issue of this Prospectus and the Closing Date:
$(i)$ the annual financial report most recently lodged by the Company with the ASIC:
any half year financial report lodged with the ASIC by the Company after $(ii)$ the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
any documents used to notify ASX of information relating to the $(iii)$ Company during that period in accordance with ASX Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

For details of documents lodged with ASX since the date of lodgement of the Company's latest annual financial report refer to the table set out below.

Date Lodged	Notice
31 October 2002	First Quarter Activities and Cashflows Reports

$8.2$ Rights attaching to Shares issued on the exercise of the Options

Shares issued and allotted upon exercise of Options will rank pari passu in all respects with existing Shares. Full details of the rights attaching to Shares are set out in Helix Resources' constitution (Constitution), a copy of which can be inspected at the Company's registered office during normal business hours.

A broad summary (although not an exhaustive or definitive statement) of the rights attaching to Shares and which will attach to Shares issued and allotted upon exercise of Options, is outlined below:

General Meetings and Voting Rights $(a)$

Subject to the Constitution and to the rights or restrictions attached to any Shares, each Shareholder is entitled to notice of a general meeting of the Company setting out the business to be transacted at that meeting.

Subject to the Constitution and to any rights or restrictions attached to any Shares, at a general meeting, each Shareholder entitled to vote may attend and vote in person or by proxy, attorney or representative.

Every Shareholder present in person or by proxy, attorney or representative has one vote on a show of hands and every Shareholder present has one vote for each Share held on a poll.

A Shareholder is not entitled to vote in respect of Shares unless all calls and other sums presently payable to the Company have been paid.

(b) Dividend Rights

Subject to any rights or restrictions attached to any Shares, the Directors may determine to distribute profits of Helix Resources, by way of dividend. If the Directors make such a determination, the profits of Helix Resources will be apportioned and paid on all Shares proportionately to the number of Shares held by Shareholders irrespective of the amounts paid or credited as paid on the Shares.

A transfer of Shares does not pass the right to a dividend declared on those Shares before registration of that transfer.

Subject to any rights or restrictions attached to any Shares, the Directors may capitalise and distribute, among the Shareholders entitled to receive dividends, and in the same proportions, any amount:

forming part of the undivided profits of the Company;

representing profits arising from an ascertained accretion to capital or from a $\bullet$ revaluation of the assets of the Company:
arising from the realisation of any assets of the Company: or
otherwise available for distribution as a dividend.

Subject to the Constitution, the Directors may set aside, out of the profits of the Company, such reserves or provisions for such purposes as they think fit.

The Directors may carry forward so much of the profits remaining as they consider ought not be distributed as dividends or capitalised without transferring those profits to a reserve or provision.

$\left( c\right)$ Future Issues

Without prejudice to any special rights conferred on the holders of any Shares but subject to the Constitution and the Listing Rules, the Directors may issue further securities in Helix Resources on such terms and conditions as they see fit.

$(d)$ Transfer of Shares

Subject to the Constitution and to the rights or restrictions attached to any Shares (at present there are none), a Shareholder may transfer their Shares by a proper SCH transfer or an instrument in writing in any usual form or other form approved by the Board.

The Board may decline to register a transfer in several circumstances including where a transfer is not in a registrable form.

$(e)$ Shareholder Liability and Calls on Shares

Subject to the Listing Rules, and the terms upon which any Shares may be issued the Board may make calls upon the Shareholders in respect of any money unpaid on their shares which is not, by the terms of issue of those shares, made payable at fixed times.

Rights on Winding Up $(f)$

Subject to the rights and restrictions attached to any Shares, Shareholders will be entitled, in a winding up, to any surplus assets of the Company in proportion to the number of Shares held by them, irrespective of the amounts paid or credited as paid on the Shares.

8.3 Litigation

The Company is not involved in any legal or arbitration proceedings that may have a significant affect on the Company's financial position nor are any such proceedings pending or threatened against the Company or any of its subsidiaries.

8.4 Trading History of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company's Shares on ASX during the three months immediately preceding the date of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: 24.5 cents on 11 November 2002

Lowest: 16.0 cents on 22 October 2002

8.5 Directors' interests and remaneration

Other than as set out below or elsewhere in this Prospectus:

$(a)$ no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last 2 years, any interest in:
the formation or promotion of the Company; or $(1)$
$(2)$ property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Issue: or
$(3)$ the Issue; and
$(b)$ no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person:
$(1)$ to a Director or proposed Director to induce him to become, or to qualify as, a Director: or
$(2)$ for services provided by a Director or proposed Director or professional or promoter of the Company or stockbroker or the underwriter to the Issue in connection with the formation or promotion of the Company or the Issue.

The Directors' interests are set out on page 14 of the Annual Report. As at the date of this Prospectus, the Directors are legally or beneficially entitled to the following Shares and options:

Director	No of Shares Held	Employee Options Held (Various Expiry Dates)
Mr Tyler	20,000	0
Mr Mosig	2,210,707	1,600,000
Mr Martin	179,321	950,000
Mr MacPherson	211,000	0
Mr Wauchope	494,502	0

During the period from 1 July 2001 to 30 June 2002, Ord Partners provided professional services to Helix Resources. Ord Partners was paid \$2,480 for these services based on normal commercial terms and conditions. Mr Ian Macpherson, a Director, has a significant influence in Ord Partners.

During the period from 1 July 2001 to 30 June 2002, E W J Tyler & Associates provided professional services to Helix Resources. E W J Tyler & Associates were paid \$21,733 for these services based on normal commercial terms and conditions. Mr Ewen WJ Tyler, a Director, has a significant influence in $E W J T v \le \&$ Associates.

The Directors will receive the same entitlement to the Options as all other Shareholders under the Issue in respect of Shares in which they hold an interest.

The Constitution provides that the Directors are entitled to remuneration as determined by the Directors. The remuneration of the non-executive Directors may not exceed, in any year, the amount fixed by Helix Resources in a general meeting for that purpose.

The Directors have determined that the aggregate remuneration of non-executive directors will not be more than \$150,000 per annum to be apportioned among the nonexecutive Directors

The executive Directors will receive fees as Directors. These fees are set out on page 15 of the Annual Report.

8.6 Director and Officer Liability Insurance

The Company has paid insurance premiums in respect of liability for the Directors. Officers and any related body corporate. The Directors' and Officers' Liability insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the Officers in their capacity as Officers of the Company or a related body corporate.

$8.7$ Interests of people involved with the Issue

Other than as set out below or elsewhere in this Prospectus:

No professional adviser or promoter of the Company or stockbroker or (a) underwriter to the Issue holds at the date of this Prospectus, or held at any time during the last 2 years, any interest in:
$(1)$ the formation or promotion of the Company; or
$(2)$ property acquired or proposed to be acquired by the Company in connection with its formation or promotion; or
$(3)$ the Issue.
(b) No amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person for services provided by a professional adviser or promoter of the Company or stockbroker or underwriter to the Issue in connection with the formation or promotion of the Company or the Issue.

8.8 Expenses of the Issue

The expenses connected with the Issue, including fees of the solicitor, printing and other miscellaneous expenses, will be approximately \$15,000 and are payable by Helix Resources

8.9 Responsibility statements / consents

The following firms and companies have given and have not at the date of this Prospectus withdrawn their written consent to being named in this Prospectus and any electronic version of this Prospectus and to the inclusion of the following information in the form and context in which it is included. None of the following firms and companies have caused or authorised the issue of this Prospectus and each does not make the offer of securities under this Prospectus. The offer of securities under this Prospectus is made by Helix Resources.

Copies of these consents are available for inspection, without charge, at the registered office of Helix Resources.

Deloitte Touche Tohmatsu has consented to the incorporation by reference of the audited financial statements contained in the 2002 Annual Report of Helix Resources Limited dated 1 October 2002, in this Prospectus and any electronic version of this Prospectus in the form and context in which those references are included. Deloitte Touche Tohmatsu also consents to references to the Audit Review Statements in this Prospectus in the form and context in which they are included. Deloitte Touche Tohmatsu does not make any other statement in this Prospectus nor is any other statement based upon a statement by Deloitte Touche Tohmatsu.

8.10 Directors' statement

Each Director of Helix Resources has given and has not, at the date of this Prospectus, withdrawn his consent to the lodgement with the ASIC of this Prospectus.

This Prospectus is issued by Helix Resources. Its issue was authorised by a resolution of the Directors and is signed by a Director on behalf of all Directors.

Dated 18 November 2002

Anthony R Martin Director

9 Glossary of Terms

AS or S means Australian dollars, unless otherwise stated:

Annual Report means the Annual Report of Helix Resources for 2002 dated 27 September 2002 lodged with ASX and ASIC on 1 October 2002;

Application Form means the application form for Options accompanying this Prospectus;

ASIC means Australian Securities and Investments Commission:

ASTC means ASX Settlement and Transfer Corporation Pty Ltd:

ASX means Australian Stock Exchange Limited;

Board means the board of Directors:

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

CHESS means Clearing House Electronic Subregister System;

Closing Date means 18 December 2002;

Company or Helix Resources means Helix Resources Limited ABN 27 009 138 738, Level 3, 24 Kings Park Road, West Perth, Western Australia 6005;

Corporations Act means the Corporations Act 2001;

Directors mean directors of the Company unless the context indicates otherwise;

Entitlements means the number of Options you are entitled to accept under this Prospectus, as noted on the Application Form;

Expiry Date means the date Options expire, being 30 November 2005;

Issue means the offer and issue of Options pursuant to this Prospectus:

Listing Rules means the official listing rules of the ASX;

Official List means the official list of the ASX:

Options mean the options offered under this Prospectus, a summary of the terms and conditions of which is set out in section 6 of this Prospectus;

Prospectus means this prospectus relating to the Issue;

Record Date means 27 November 2002;

SCH means securities clearing house;

SCH Business Rules means the SCH business rules and any other rules of ASX Settlement and Transfer Corporation Pty Ltd which apply while the Company is an issuer of CHESS approved securities, each as amended and replaced from time to time;

Shareholder means a holder of Shares:

Shares means fully paid ordinary shares in the capital of the Company:

Share Registry means Advanced Share Registry, Level 7, 200 Adelaide Terrace, East Perth, Western Australia, 6000;

Shortfall means the number of Options comprising the difference between the Options the subject of the Offer, and the number of Options for which valid applications have been received and accepted by the Company;

Shortfall Application Form means the shortfall application form either attached to or accompanying this Prospectus;

Shortfall Closing Date means 18 March 2003; and

WST means Western Standard Time.