HELIX RESOURCES LIMITED — Capital/Financing Update 2005

Oct 18, 2005

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

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).

1	+ Class of + securities issued or to be issued	Fully Paid Ordinary Shares; and Options over Shares
$\mathfrak{D}$	Number of $\pm$ securities issued or to be issued (if known) or maximum number which may be issued	19,167,683 Shares; and 19,167,683 Options over Shares $\bullet$
3	Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if + convertible securities, the conversion price and dates for conversion)	Fully Paid Ordinary Shares; and 31 March 2007 Options exercisable at $\bullet$ 14 cents each.

⁺ 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 extent which the to. they participate for the next dividend, of the case ä (in 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	equally when converted	Shares will rank equally; Options will rank
5.	Issue price or consideration		19,167,683 Shares issued at 10 each; 19,167,683 Options issued free
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		To raise \$1,916,768. The funds raised will be used to progress exploration at the Company's tenements in Western Australia including follow up work at the Mt Venn Project
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	24 November 2005
		Number	+ Class
8	Number class and οf all securities quoted ASX. on (including the securities in clause 2 if applicable)	95,838,413 16,437,863	Ordinary Fully Paid Shares 25c Options expiring 30/11/2005
		19,167,683	14c Options expiring 31/03/2007

⁺ See chapter 19 for defined terms.

$\overline{9}$ Number and ⁺class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
1,321,000	42c Options expiring 29/03/2009
1,321,000	46c Options expiring 29/03/2009
1,320,999	50c Options expiring 29/03/2009

Dividend policy (in the case of a $N/A$ $10\,$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is required?	No
12	Is the issue renounceable or non- renounceable?	Renounceable
13	Ratio in which the "securities will be offered	1 New Share for every 4 Shares held with a free attaching Option for every New Share subscribed for.
14	Class of securities to which the offer relates	Fully Paid Ordinary Shares
15	*Record determine date to. entitlements	27 October 2005
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Fractional entitlements to New Shares and Options will be rounded to the nearest whole number of New Shares and New Options.
18	Names of countries in which the entity has *security holders who will not he sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with.	All security holders will sent documentation, but only residents of Australia and New Zealand will be able to participate
	Cross reference: rule 7.7.
19	оfі Closing date for receipt acceptances or renunciations	16 November 2005

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	Patersons Securities Limited
21	Amount of any underwriting fee or commission	\$45,000 together with 5% of the funds raised plus reimbursement of reasonable costs and expenses incidental to the issue.
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	No
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	2 November 2005
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 October 2005
28	Date rights trading will begin (if 21 October 2005 applicable)
29.	Date rights trading will end (if 9 November 2005 applicable)
30.	How do *security holders sell their entitlements in full through a broker?	Shareholders are able to sell their entitlements in full by instructing a stockbroker to sell the rights which they wish to renounce, by completing the panel headed "Instructions to your Stockbroker" on the back of the Entitlement and Acceptance Form which will be attached to the prospectus.

• See chapter 19 for defined terms.

31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Shareholders may sell part of their entitlements and accept the balance by inserting the number of New Shares which they wish to accept in the Entitlement and Acceptance Form attached to the prospectus, and by completing the "Instructions to your Stockbroker" on the back of the Entitlement and Acceptance Form and delivering that form with their stockbroker in respect of the balance of their entitlement.
32	How do "security holders dispose" of their entitlements (except by sale through a broker)?	Shareholders wishing to transfer all or part of their rights to another person other than on ASX must forward a completed renunciation form (which can obtain by contacting the Company) together with the Entitlement and Acceptance Form and the applicable transferee's cheque for the application monies to the Company

33 *Despatch date 24 November 2005

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

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

⁺ See chapter 19 for defined terms.

"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

Entities that have ticked box 34(b)

38 Number of securities for which *quotation is sought Class of *securities for which 39 quotation is sought $40₁$ 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 • 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)

۰ Number

⁺ See chapter 19 for defined terms.

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

J

J.

Quotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\overline{2}$ 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.

• $\overline{3}$ 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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: ...................................... Company secretary

Print name: RICCARDO E VITTINO

______________________________________

⁺ See chapter 19 for defined terms.