HELIX RESOURCES LIMITED

ABN 27 009 138 738

Prospectus

For the non-renounceable rights issue to Eligible Shareholders of approximately 18,979,827 New Shares and 9,489,827 New Options on the basis of one (1) New Share for every three (3) shares held on the Record Date at an issue price of 25 cents per New Share (with each two (2) New Shares having an attaching one (1) free New Option to subscribe for a further share at 25 cents to be exercised no later than 30 November 2005) to raise approximately \$4,744,913 (before costs)

This Offer closes at 5:00 pm (WST) on 22 April 2004

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

Company Secretary

Mr Riceardo EM Vittino

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

Corporate Head and Registered Office

Level 3, 24 Kings Park Road West Perth WA 6005

Telephone:	$(618)$ 9321 2644
Facsimile:	(618)93213909
Email:	[email protected]
Website:	http://www.helix.net.au

Auditors

Deloitte Touche Tohmatsu Level 16, Central Park 152-158 St George's Terrace Perth WA 6000

Share Registry

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

Stock Exchange

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

CODE: HLX and HLXOA

1	Important Information and Dates	3
2	Details of the Offer	6
3	Update on Operations since Annual General Meeting	8
4	Financial Information	9
5	Effect of the Issue	11
6	Risk Factors	11
7	Additional Information	12
8	Glossary of Terms	18

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 8 of this Prospectus.

$\ddagger$ Important Information and Dates

$1.1$ Important Information

This Prospectus is dated 19 March 2004 and a copy of this Prospectus was lodged with the ASIC and ASX on that date. Neither the ASIC nor the ASX or any of their respective officers takes any 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 by investors and professional advisers whom potential investors may consult.

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with The Offer.

$1.2$ Privacy Disclosure

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing Entitlement and Acceptance Forms, and, if the Applicant is successful, to administer the Applicant's security holding in the Company.

By submitting an Entitlement and Acceptance Form, each applicant agrees that the Company may use the information provided on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Company's share registry, the Company's related bodies corporate, agents, contractors and third parties service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

The Corporations Act requires the Company to include information about the security holder (including name, address and details of securities held) in its public register. The information contained in the Company's public register must remain there even if that person ceases to be a security holder of the Company. Information contained in the Company's registers is also used to facilitate distribution payments and corporate communication (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requested must be made in writing to the Company's registered office.

$1.3$ Key dates

Lodgement of Prospectus with ASIC and announcement to ASX	19 March 2004
Record Date to determine entitlements	30 March 2004
Despatch Prospectus and Entitlement and Acceptance forms
Closing Date of Entitlement Issue*	1 April 2004 22 April 2004 23 April 2004
Securities Quoted on a Deferred Settlement Basis
Anticipated date for despatch of Holding Statements	13 May 2004

*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 New Shares and Options are expected to commence trading on ASX may vary.

1.4 CHESS

The new Shares and Options will participate in the Clearing House Electronic Subregister System known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 432, ("ASTC"), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the SCH Business Rules.

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

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

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

$1.5$ 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 New Shares that will be issued pursuant to this Prospectus 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:

(a) it is subject to regular reporting and disclosure obligations;

(b) copies of documents lodged with the ASIC in relation to the Company (not being 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
(c) it will provide a copy of each of the following documents, free of charge, to any 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:
(ii) any half year financial report lodged with the ASIC by the Company after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC: and
(iii) any documents used to notify ASX of information relating to the 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 half-yearly financial report refer to the table set out below.

Date Lodged	Notice
18 March 2004	Shareholder Update 18 March 2004
8 March 2004	Change of Director's interests notice
4 March 2004	Media Release: Tunkillia Scoping Study
4 March 2004	Tunkillia Scoping Study
27 February 2004	Ceasing to be a Substantial Shareholder for DDV

1.6 Half-Yearly Report

The 2003 Half-Yearly Report for Helix Resources dated 26 February 2004 was lodged with ASIC and ASX on 26 February 2004. That document contains a brief review of the operations of Helix Resources, the half-yearly directors' report, the financial report and an independent audit review by Deloitte Touche Tohmatsu for the half-year ended 31 December 2003. A copy of the Half-Yearly Report is available from the Company free of charge. A Shareholder can call the Company on $(+61 8)$ 9321 2644 and a copy will be sent to the Shareholder. Alternatively, the Half-Yearly Report is available on the Company's website at http://www.helix.net.au

$1.7$ 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 8) 93212644.

$\overline{2}$ Details of the Offer

$2.1$ The Offer

In this Prospectus, the Company will offer and issue approximately $18,979,653*$ New Shares at 25 cents each and approximately 9,489,827 New Options to persons registered as Shareholders at 5.00pm WST on 30 March 2004 on the basis of one (1) New Share for every three (3) Ordinary Shares held, together with one (1) free New Option to subscribe for a further share at 25 cents to be exercised no later than 30 November 2005 for every two (2) New Shares subscribed for. Fractional entitlements to New Shares and Options will be rounded to the nearest whole number of New Shares and New Options.

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

*This assumes that no Existing Options will be exercised by the Record Date to be entitled to participate in the Issue.

$2.2$ Application for Shares

Applications for Shares may only be made by completing the Entitlement and Acceptance Form accompanying this Prospectus.

Applications open at 9:00am WST on 1 April 2004 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 Entitlement and Acceptance 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 Entitlement and Acceptance 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 Entitlement and Acceptance Form in accordance with the instructions set out on the reverse of that form and insert the number of Shares for which you wish to accept the Offer (being less than your Entitlement as specified on the Entitlement and 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.

Applications to be forwarded to the Company

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

PO Box 825 WEST PERTH WA 6872

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

$2.4$ Ouotation

An application for admission of the new Shares and Options to quotation on the ASX has been made to the ASX.

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

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

$2.5$ Allotment and issue

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

Pending the allotment and issue of the Shares and 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 Applicant waives the right to claim interest.

$2.6$ No Rights Trading

Entitlements to Shares and 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 consent 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:

The number of shareholders with registered addresses outside Australia and New $(a)$ Zealand:
(b) The number and value of the Shares the shareholders with registered addresses 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 Shares after the Prospectus expires

No Shares will be issued on the basis of this Prospectus later than 19 March 2005.

$2.9$ 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 taking up their entitlement to the New Shares and 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.

$2.12$ Shortfall

In the event that not all Shareholders apply for Shares and Options the subject of this Prospectus, the Shares and Options not accepted will form part of the Shortfall and the Directors reserve the right to issue such Shares and Options at their absolute discretion within three (3) 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

Since the Annual General Meeting held on 10 November 2003, the Company's main focus has been the completion of a Scoping Study on the Area 223 mineralisation of the Tunkillia Gold Project in the Gawler Craton region of South Australia.

AMC Consultants Pty Ltd (AMC) completed the Scoping Study in conjunction with the Company's own in-house studies and evaluations.

The Study estimated a new JORC resource, to a depth of 250 metres, of 10.5 million tonnes grading 2.2 $g/t$ gold (using a 1.0 $g/t$ gold cut-off) and 5.6 $g/t$ silver for approximately 730,000 ounces of gold and 1,900,000 ounces of silver. This resource is contained within a global envelope of 14 million tonnes expected to contain 1 million ounces of gold.

Open pit optimisation estimations were also carried out over the Area 223 resource using Whittle Four-X software. These estimations showed excellent potential mining economics for a first Scoping Study. Pit shell optimisation results at an AUD \$550 gold price showed an in-situ resource of over 390,000 ounces of gold exists to 180 metres vertical depth with a head grade of 2.4 g/t gold and a waste to ore ratio of 7.5:1. Estimated cash costs per ounce of potential gold production were calculated at AUD \$375 resulting in an undiscounted pre tax cash surplus of around AUD \$62 million before capital costs (estimated to be between AUD \$20 - \$25 million) and royalties, but excluding silver credits.

The Area 223 resource remains open at depth and along strike both to the north and south. In addition, a suite of highly prospective new gold exploration targets has also been identified in the immediate vicinity. Further reverse circulation drilling is planned to commence in late March 2004.

The recent resource upgrade has triggered the deferred payment to the Company's former joint venture partner, AngloGold Australia Limited, of \$0.5 million, now due for settlement in mid-April. Once this payment is made, Helix Resources' ownership of the Tunkillia project will be complete at 100%.

Since 31 December 2003, the Company has liquidated its remaining shareholding in Diamond Ventures NL, realising a further \$1.04 million in income.

$\overline{\mathbf{A}}$ Financial Information

$4.1$ Half Yearly Report 2003

The Company's 2003 Half Yearly Report contains all financial information relevant to the Offer. The Half Yearly Report is dated 26 February 2004 and was lodged with ASX and ASIC on 26 February 2004. A copy of the Half Yearly 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 Half Yearly Report for the financial half-year ended 31 December 2003:

the directors' report at pages 1 to 2; $\bullet$
the independent audit review from Deloitte Touche Tohmatsu at page 3; ò
$\bullet$ the financial report at pages 4 to 7.

$4.2$ Pro-Forma Consolidated Statement of Financial Position

Set out below is a pro forma statement of financial position of the Company after taking into account the Issue. It is based on the consolidated statement of financial position of the Company as at 31 December 2003. The pro forma consolidated statement of financial position illustrates the effect as if the issue of all the New Shares under this Prospectus had occurred on 31 December 2003.

Current Assets	31 December 2003 \$'000	Unaudited Pro Forma Consolidated 31 December 2003 \$'000

Cash assets Receivables	2,112 76	6,842 76
Other	30	30
Total Current Assets	2,218	6,948
Non-Current Assets
Investments	1,130	1,130
Property, plant and equipment	176	176
Mineral Interests	9,452	9,452
Other	356	356
Total Non-Current Assets	11,114	11,114
Total Assets	13,332	18,062

Payables	183 183
Provisions	41 41
Total Current Liabilities	224 224
Non-Current Liabilities
Provisions	366 366
Total Non-Current Liabilities	366 366
Total Liabilities	590 590
Net Assets	12,742 17,472
Equity
Contributed equity 40,127	44,857
Reserves	491 491
Accumulated Losses (27, 876)	(27, 876)
Total Equity	12,742 17,472

4.3 Financial Reporting Standards

The Financial Reporting Council ("FRC") announced in early July 2002 that Australia would adopt Financial Reporting Standards ("IFRS"), formerly known as International Accounting Standards, for financial years beginning on or after January 1^st 2005. The adoption of IFRS will be reflected in Helix's financial reporting on or before the year ending 30^th June 2005.

The transition to IFRS could have a material impact on Helix's Statement of Financial Position and reported results, however it is not possible to quantify the impact at this time. The company is working to establish an implementation program to manage the convergence to IFRS

5 Effect of the Issue

$5.1$ Effect of the issue of the New Shares and New Options on the Company

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

$(a)$ Increase cash reserves by approximately \$4,730,000 (after deducting estimated expenses of the Issue), and
$(b)$ Increase the number of Listed Shares on issue from 56,938,958, as at the date of this Prospectus, to 75,918,611.
Increase the number of Listed Options on issue from 14,109,310, as at the date of $(c)$ this Prospectus, to 23,599,137.

$5.2$ Capital structure

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

The capital structure of the Company after the issue of New Shares and new Options will be:

Share capital
Shares on issue	75,918,611
Unlisted options on issue
Employee share option plan	3,962,310
Listed Options	*23,599,137

*Assumes no Listed Options are converted in order to participate in the issue

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

Yandal Investments Pty Ltd $-$ 7.03% of the issued Shares;
National Nominees Limited $-5.41\%$ of the issued Shares;
Colter Holdings Pty Ltd $-3.94\%$ of the issued Shares;
Invia Custodian Pty Ltd $-3.86\%$ of the issued Shares; and $\bullet$
Cairnglen Investments Pty Ltd $-2.75%$ of the issued Shares.

6 Risk Factors

$6.1$ General

Ownership of Shares may involve certain risks; particularly risks associated with the resources and exploration industries. These industries are cyclical in nature and are affected by a number of factors beyond the control of the Directors, such as the general economic climate, exchange rates, interest rates and inflation, which may operate adversely on the financial position of the Company.

Investors should also be aware that there are risks associated with any investment in securities quoted on the stock market and that returns on such investment will depend. inter alia, on general stock market returns, the performance and rating of companies within the stock market, the relative performance of alternative forms of investments, as well as the actual performance of the Company.

$6.2$ Risks

The New Shares and New Options offered by this Prospectus should be regarded as speculative due to the inherent risks associated with the Company's present and proposed activities in exploration, development and production. These risks may have material effect on the future operations and performance of the Company and the value of its securities.

The Directors of the Company strongly recommend that potential investors examine the contents of this Prospectus in its entirety, carefully review the Company's announcements to ASX as disclosed in Section 1.5 and consult licensed professional advisers before making an investment decision.

6.3 Factors expected to affect the value of Shares and Options

The price of the Company's securities may be subject to numerous influences (both domestic and international), which may affect both the broad trend in the share market and the security prices of individual companies.

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; é
The financial performance of the Company; Á
The market price for metals the Company explores for and develops; and Ä
$\bullet$ Commercial factors such as the loss of key staff and litigation.
Adverse international events that could impact on Australia, the Company or the ٠ mining industry in general.

$\overline{7}$ Additional Information

$7.1$ Rights attaching to New Shares issued and on the exercise of the Options

The New Shares issued and allotted under this Prospectus will rank part 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 is outlined below:

$\mathbf{I}$ General Meetings and Voting Rights

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 yote 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.

$\overline{2}$ 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 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.

$\mathbf{3}$ 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.

$\overline{4}$ 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.

$\varsigma$ 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.

6 Rights on Winding Up

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.

$7.2$ Terms of New 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:

$\mathbf{I}$ 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.
$\overline{2}$ 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).
$\overline{4}$ 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:
$(a)$ a written notice of exercise of Options specifying the number of Options 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.

6 Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, Helix Resources will:
$(a)$ allot the number of Shares required under these terms and conditions in 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.
8 Helix Resources will apply for Official Quotation by ASX of the Options.
9 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.
10 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.

$7.3$ 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.

$7.4$ 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: 32.5 cents on 28 January 2004

Lowest: 23.5 cents on 22 January 2004

$7.5$ Directors' interests and remuneration

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:
$(1)$ 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 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
for services provided by a Director or proposed Director or professional $(2)$ 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 16 of the 2003 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 (29/03/09 Expiry Date)	Listed Options
Mr Tyler*	51,250	0	6,667
Mr Mosig	2,246,957	1,600,000	738,571
Mr Martin	210,571	950,000	59,776
Mr Macpherson	211,000	0	170,333
Mr Wauchope	557,002	0	157.501

*At the Company's AGM, held on 10 November 2003, Mr. Tyler announced that it was his intention to retire from the Board of Helix Resources during the first quarter of 2004. Although this matter is yet to be finalised, Mr. Tyler now intends to retire during April 2004.

The Directors will receive the same entitlement to the New Shares and New 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 Non-Executive Directors remuneration is set out on page 17 of the 2003 Annual Report.

The executive Directors remuneration is set out on page 17 of the 2003 Annual Report.

$7.6$ 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.

$7.7$ Interests of people involved with the Issue

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

$(a)$ No professional adviser or promoter of the Company or stockbroker 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
property acquired or proposed to be acquired by the Company in $(2)$ 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.

$7.8$ Expenses of the Issue

The expenses connected with the Issue, including, printing and other miscellaneous expenses, will be approximately \$14,913 and are payable by Helix Resources.

$7.9$ Responsibility statements / consents

The following firms 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.

Deloitte Touche Tohmatsu has consented to the incorporation by reference of the audited financial statements contained in the 2003 Annual Report and Half-Yearly Report of Helix Resources Limited dated 25 September 2003 and 26 February 2004, respectively, 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.

AMC Consultants Pty Ltd (AMC) have consented to being named in this Prospectus as resource consultants to Helix Resources, having assisted the Company in the preparation of the Scoping Study as outlined in Section 3 (Update on Operations).

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

$7.10$ 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 19 March 2004

$1/\sqrt{2}$

Robert W Mosig Director

$\mathbf{R}$ Glossary of Terms

AS or S means Australian dollars, unless otherwise stated:

Annual Report means the Annual Report of Helix Resources for 2003 dated 25 September 2003 lodged with ASX and ASIC on 10 October 2003:

Application Form means the application form for New Shares and 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 Sub-register System;

Closing Date means 22 April 2004;

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 New Shares and 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;

Half-Yearly Report means the Annual Report of Helix Resources for 2003 dated 26 February 2004 lodged with ASX and ASIC on 26 February 2004

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

Listing Rules means the official listing rules of the ASX;

Options means the free options offered under this Prospectus with an expiry date of 30 November 2005 and an exercise price of 25 cents;

Prospectus means this prospectus relating to the Issue;

Record Date means 30 March 2004;

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 mean the Shares offered under this Prospectus, a summary of the terms and conditions of which is set out in section 8 of this Prospectus;

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