HELIX RESOURCES LIMITED — Director's Dealing 2008

Dec 16, 2008

17.DEC.2008V811:17/

ASX PERTHSUUKCES 61893293109

NO.569'9 $P.1/3$

Helix Resources Limited A.C.N. 009 138 738 Incorporated in Western Australia

17^th December 2008

Mr Greg Coulson Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade Perth WA 6000

By facsimite: (08) 9221 2020

Dear Sir.

Appendix 3Y's - Change in Directors' Interest Notices

In reference to your letter dated 16 December 2008, please find responses to your queries.

30 November 2008 Incentive Options: An announcement was released 9 December 2008 informing 1. the market that the options had expired.

31 October 2011 Incentive Options: Details of the approval by shareholders of the proposed issue were released to the market on 9 October in the Results of Meeting following the AGM.

As the company believed the market to be fully informed regarding the two matters, the late lodgement of the Appendix 3Y's was an inadvertent administrative oversight.

$\overline{2}$ . Refer the Company's Corporate Governance policies at www.helix.net.au.

The Company has agreements with Directors as suggested by ASX Guidance Note 22.

The procedures are considered working as the acquisition of shares on-market by Mr Wilson was released in accordance with the Listing Rules.

1. N/A

Yours sincerely.

guranaa

Joneen McNamara Company Secretary $\sim 10^{10}$ m $^{-1}$

ASX PERTH

NO.569 P.2/3

ASX Markets Supervision Ptv Ltd ABN 26 087 780 489 Level 8. Exchange Plaza 2 the Esplanade Perth WA 6000

PO Box D187 Perth WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

Mr Grea Wheeler Helix Resources Limited Suite 7. 29 Ord Street WEST PERTH WA 6005

By Facsimile: 9321 3909

Dear Greg

Helix Resources Limited (the "Company") Appendix 3Y's - Change in Director's Interest Notices.

We refer to the following:

• The Appendix 3Y's lodged by the Company with ASX Limited ("ASX") on 16 December 2008 for Michael 1. H Wilson, John den Dryver, Gordon Dunbar and yourself:
• $2.$ Listing rule 3.19A which requires an entity to tell ASX the following:
• 3.19A.2 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) change the entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
• 1. Listing rule 3.19B which states as follows:

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

$\overline{4}$ . The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y's lodged with ASX on 16 December 2008 indicate that changes occurred to each directors relevant interest on 9 October 2008 (being the issue of 31 October 2011 Incentive Options) and again on 30 November 2008 (being the expiry of 30 November 2008 Incentive Options), it appears that the Appendix 3Y's should have been lodged with the ASX by 16 October 2008 for the 31 October 2011 Incentive Options and 8 December 2008 for the 30 November 2008 Incentive Options. As the Appendix 3Y's were lodged on 16 December 2008, it appears that the Company is in breach of listing rules 3.19A and/or 3.19B. Further it also appears that there may have been a breach of S205G of the Corporations Act by the directors concerned.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions:

• $\mathbf{1}$ Please explain why the Appendix 3Y's were lodged late.
• $2.$ What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?
• 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than 8:00am W.D.S.T on Thursday, 18 December 2008.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely.

Greg Coulson Adviser, Issuers (Perth)