HELIX RESOURCES LIMITED — Capital/Financing Update 2018

Jun 7, 2018

Level 2 33 Colin Street West Perth WA 6005

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PO Box 1038 West Perth WA 6872 Tel: +61 8 9322 6677 Fax: +61 8 9322 1961 Email: info@manhattancorp.com.au

8 June 2018

Company Announcements Platform

MANHATTAN EXECUTES BINDING AGREEMENT ON THE JOSHUA COPPER PROJECT, CHILE

Highlights

• § Manhattan has entered into a binding heads of agreement with Helix Resources Limited (ASX:HLX) to drill test the advanced Joshua Copper Porphyry Project in Chile, South America.

• § Manhattan will have the right to earn up to an 80% equity in the Project by carrying out 8,000m of diamond drilling and completing a Bankable Feasibility Study (BFS) over three stages.

• § The first stage and minimum commitment is an option where Manhattan must sole fund expenditure of AUD$1,000,000 with the aim of completing 3,000m of diamond drilling.

• § The agreement gives Manhattan exposure to the significant upside of a potential new copper porphyry discovery in a world class mining destination:

• Discovered (2011) and 100% owned by Helix.

• Located 350km north of Santiago in the Coastal Belt, at low altitude and close to infrastructure.

• Large porphyry related alteration system - 6.5km by 2km.

• Coincident with large Induced Polarisation (IP) chargeable response.

• Alteration response similar to the Andacollo Cu-Au deposit (45km to NNW, 400mt @0.34% Cu) mined and operated by Teck.

• Only Central Zone Stockwork has been drill tested so far - confirms porphyry provenance.

• Drilling to date (16 RC-diamond holes) has tested less than 5% of the alteration system and less than 10% of +15mV/V IP chargeability anomaly.

• Significant multiple intersections of copper mineralisation(+ Mo, Au) from the Joshua Central Zone Stockwork including:

  • 400m @ 0.25% Cu,

  • 352m @ 0.27% Cu,

  • 240m @ 0.22% Cu

• § A recent technical review of the Joshua Copper Porphyry project by well-regarded geologist Mr Robert Perring has identified new and exciting drill targets seeking potential higher grade zones ( >0.5%Cu) in the Joshua system which, if discovered, could potentially lead to a significant economic copper porphyry deposit discovery. Significantly 90% of the +15mV/V response, which surrounds the central stockwork is yet to be drill tested.

• § It is proposed Mr Perring will oversee and take on the role of technical advisor for the initial drill program, also joining the board of Manhattan as a Non-Executive Director. Subject to completion of the transaction Mr Alan Eggers will step down from the board.

• § Helix’s well established in-country exploration team have been retained to manage the initial proposed 3000m diamond drill program, currently planned to commence in the third quarter of 2018.

• § Manhattan proposes to raise up to AUD$3,000,000 at $0.005 per share, subject to shareholder approval which will result in a market capitalisation of approximately AUD$3.7m.

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Manhattan Corporation Limited (“ Manhattan ”) is pleased to announce that the company has signed a binding Heads of Agreement (“ Joshua Agreement ”) over the Joshua Project with Helix Resources Limited (ASX Code: HLX) (“ Helix ”) to farm-into and earn up to an 80% interest in Helix’s Joshua Copper Project in Chile (“ Project ”).

Key Terms of the Joshua Agreement

A summary of the material terms of the Joshua Agreement are:

• § Stage 1: Helix has granted an option to Manhattan under which Manhattan must sole fund expenditure of $1,000,000 on the Project within 9 months of the commencement date, such expenditure to be expended on a proposed 3,000m diamond drilling programme (“ Option ”);

• § If Manhattan exercise the Option, then Manhattan shall have the right but not the obligation to earn up to an 80% JV Interest as follows:

• Stage 2: Manhattan may earn a 51% JV Interest in the Project by sole funding the expenditure necessary to complete a further 5,000m of drilling within 18 months of the commencement date; and

• Stage 3: at the completion of Stage 2, Manhattan may elect to earn a further 29% (giving it a total 80%) JV Interest by sole funding expenditure up to the completion of a BFS in respect of the Project;

• § At Stage 2, Helix will be entitled to a royalty equal to 1% of the net smelter return derived from of material removed from the Project; and

• § Helix will be the Manager of Stage 1. During Stage 2 and Stage 3, Manhattan will be the manager unless Helix and Manhattan mutually agree that Helix is to be retained as manager.

The Joshua Agreement is conditional upon:

• § Manhattan completing its legal due diligence review of the Project within 14 days of the date of the Joshua Agreement;

• § Receipt of any regulatory approvals required under all applicable laws and regulations in relation to the entry into the Joshua Agreement and grant of the option within 3 months of the date of the Joshua Agreement; and

• § Manhattan raising a minimum of AUD$3,000,000 within 3 months of the date of the Joshua Agreement.

At completion, it is proposed that Mr Robert Perring, subject to consent in writing being received, be appointed as a non-executive director of the Company.

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Placement

Subject to shareholder approval Manhattan shall undertake a Placement of 600,000,000 shares at $0.005 per Share (“ Placement ”) to raise a total of $3,000,000 (before costs) to sophisticated and professional investors. The Placement will be conducted in two stages. The first tranche of 20,000,000 Shares to raise $100,000 will be conducted utilising the Company’s 15% placement capacity. The second tranche of up to 580,000,000 Shares is subject to Shareholder approval.

The Company has mandated 708 Capital Pty Ltd (AFSL No. 386279) to undertake the Placement.

The Company has agreed to issue 100,000,000 Options each having an exercise price of $0.01 and an expiry date of 5 years from the time of grant, to 708 Capital Pty Ltd or its nominees.

Board Changes

It is proposed Mr Robert Perring will join the board of Manhattan as a Non-Executive Director and technical advisor for the initial drill program. Robert Perring is a qualified mineral exploration and resource geologist who has worked in a diverse range of geological terrains within Australia, South America and the Middle East exploring for a broad range of mineral deposit types including Copper and Gold. In recent years, he has focused on developing project and corporate opportunities for junior explorers. He commenced his professional career in 1980 initially working for a number of technologically innovative global mining companies (e.g. Pancontinental Mining Limited, Normandy Mining Limited, Newmont Mining Limited) before transitioning into the junior mining sector in 2006 to pursue discovery opportunities in countries with emerging mining industries. Robert Perring has held senior technical and corporate positions in Normandy Mining Limited (General Manager – Exploration) and Newmont Mining Limited (Director of Exploration – Australia and New Zealand) where he implemented innovative exploration strategies that culminated in the discovery of several new mineral resources (e.g. Moolart gold deposit, in production). He was educated in Australia (University of Technology, Sydney) and the United Kingdom (Imperial College, University of London) and is a member of the Australian institute of Geoscientists.

Subject to completion of the transaction Mr Alan Eggers will step down from the board. Mr Eggers has been a long-standing executive director of Manhattan and has worked tirelessly for the company along being a significant financial contributor over his tenure. The Board and the Company greatly appreciates and thanks Mr Eggers contribution and wishes him well for his future endeavours.

Indicative Timetable

The indicative timetable for completion of the Transaction is outlined below:

Activity	Date
Announcement of Transaction	Friday 8 June 2018
Completion of Placement – 1st Tranche	Tuesday 12 June 2018
Notice of Meeting and Explanatory Memorandum dispatched to MHC
shareholders (to approve equity securities to be issued pursuant to the	Friday 15 June 2018
Placement)
Completion of due diligence	Friday 22 June 2018
Shareholder meeting	Tuesday 17 July 2018
Completion of Placement – 2~~nd~~Tranche	Friday 20 July 2018
Completion of Transaction	Friday 20 July 2018

The above dates are indicative only and are subject to change. Manhattan will keep shareholders updated on the timing of the implementation of the Transaction as it progresses.

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For further information please contact:

Marcello Cardaci Non-Executive Director Manhattan Corporation Limited

Telephone: +61 8 9322 6677

Email: mcardaci@gtlaw.com.au

Competent Persons Statement

The information in this announcement that relates to Exploration Results is based on information reviewed by Mr M Wilson who is a fulltime employee of Helix Resources Limited and a Member of The Australasian Institute of Mining and Metallurgy. Mr M Wilson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the overseeing activities which he is undertaking to qualify as a Competent Person as defined in the 2004 and 2012 Editions of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr M Wilson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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