HELIX RESOURCES LIMITED — Major Shareholding Notification 2007

Dec 11, 2007

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Helix Resources Limited
ACN/ARSN	009 138 738
1. Details of substantial holder (1) Name	AMCI Investments Pty Ltd
ACN/ARSN (if applicable)	112 315 661
The holder became a substantial holder on	10/12/2007

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities ------	Person's votes (5)	Voting power (6)
Ordinary shares (fully paid)	22.427.545	22.427.545	17.09%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
AMCI Investments Pty Ltd	Beneficial owner of securities pursuant to the placement offer contained in lAnnexure A.	8,500,000 Ordinary shares (fully paid)
	Beneficial owner of securities purchased lon market	2,713,773 Ordinary shares (fully paid)
IFRC AMCI Intermediate BV	[Beneficial owner of securities pursuant to] the placement offer contained in lAnnexure A.	8,500,000 Ordinary shares (fully paid)
	Beneficial owner of securities purchased lon market	2,713,772 Ordinary shares (fully paid)

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
AMCI Investments Pty Ltd	UBS Nominees Pty Ltd	AMCI Investments Pty Ltd	11.213.773
IFRC AMCI Intermediate BV	Rubicon Nominees Pty Ltd	IFRC AMCI Intermediate BV	11.213.772

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest -------	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Refer Annexure B

603

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
FRC AMCI Intermediate BV	Acting in concert' regarding the acquisition of interests in the company.

7 Addresses

The addresses of persons named in this form are as follows:

Name	Address
AMCI Investments Pty Ltd	Level 8, Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000
FRC AMCI Intermediate BV	Fred Roeskestraat 123, 1076 EE in Amsterdam, Netherlands
Rubicon Nominees Pty Ltd	Level 21, 123 Eagle Street, Brisbane, Queensland, 4000
UBS Nominees Pty Ltd	IGPO Box 1257L, Melbourne, Victoria, 3001

Signature

print name	Mark Tzannes	Director capacity
sign here		2_/12/2007 date
	DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and $(1)$ trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, They may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form as a specifically named group
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a $(5)$ relevant interest in,
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
  scheme or arrangement, must accompany this form, together with a written statement c
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown." $(8)$
• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

El McCullough
El Robertson

ANNEXURE A PLACEMENT OFFER

$\ddot{\phantom{a}}$

THIS IS ANNEXURE A OF 8 PAGES (INCLUDING THIS PAGE) REFERRED TO IN FORM 603 NOTICE OF INITIAL SUBSTANTIAL HOLDER.

THIS IS A TRUE COPY OF THE PLACEMENT OFFER TO AMCI INVESTMENTS PTY LTD ACN 112 315 661.

ALL TERMS AND CONDITIONS OF THE AGREEMENT ARE CONTAINED IN THE ATTACHED AGREEMENT.

$12 - 12 - 07$ DATED: val zu SIGNED:

PO Box R596 . o aox koya
Royal Exchange NSW 1225

Wilson HTM Corporate Finance Ltd Level 26, Governor Phillio Towe

1 Farrer Place Sydney NSW 2000

Telephone +61 2 8247 6600
Facsimile +61 2 8247 6621

www.wilsonhtm.com.au

STRICTLY PRIVATE & CONFIDENTIAL

4 December 2007

Mr Mike Menzies AMCI Investments Pty Ltd Level 8, Riverside Centre 123 Eagle Street Brisbane QLD 4000

Dear Mike

Helix Resources Limited Placement of 17 million fully paid ordinary shares Placement Agreement

1. Introduction

Helix Resources Limited (ABN 27 009 138 738) ("Helix" or the "Company") is offering 17 million new ordinary shares in the Company ("Securities") to:

• AMCI Investments Pty Ltd; and
• FRC AMCI Intermediate B.V.,

by way of a placement to raise approximately A\$8.245 million. The Securities are being issued by the Company and offered at an issue price of A\$0.485 ("Issue Price") per Security (the "Placement").

On behalf of the Company, Wilson HTM Corporate Finance Limited (ABN 65 057 547 323) ("Wilson HTM"), as Lead Manager (the "Lead Manager") is pleased to confirm your participation in the Placement.

2. Allocation

The Company is pleased to confirm you have been allocated the following firm allocation of Securities under the Placement as set out below ("Firm Allocation"), subject to the terms and conditions set out in this letter.

		Excessive Edm Allocation (Esue Price Per Security (AS) Total Amount (AS)
HLXXX	8,500,000	A\$0.485	A\$4,122,500.00

Your Firm Allocation is not subject to a shareholder vote being held in relation to approving the issue of the Securities.

This Firm Allocation is made, and the Securities are being offered and sold, to you only on the basis that you are a professional or sophisticated client within the meaning of section 708 of the Corporations Act 2001 (Clth) ("the Act") to whom a disclosure document is not required to be given under the Corporations Act and a person to whom an offer can lawfully be made and to whom Securities can lawfully be issued or sold under all applicable laws in the jurisdiction in which you are situated, without the need for any registration, lodgement or other formality.

In making an investment decision, investors must rely on their own examination of the Company and the terms of the Placement, including the merits and risks of an investment in the Company.

Wilson HTM Cornorate Finance Ltd. ABN 65 057 547 323 AFSL 238383 Brisbane . Sydney . Melbourne

3. US Offer Restrictions

The offer and sale of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States, and may not be offered or sold in the United States (as defined in Regulation S ("Regulation S") under the Securities Act) ("United States") or to a U.S. person (as defined in Regulation S) ("U.S. Person") absent registration under the Securities Act or an exemption under such laws.

4. Acceptance of Offer of Firm Allocation

The applicant for Securities is required to execute and deliver a Placement Acceptance Advice that incorporates by reference the representations, warranties and agreements set out in this letter.

The Company will not allot and issue Securities to an applicant who has failed to execute and deliver to the Company the Placement Acceptance Advice and/or failed to provide payment of the Total Amount for the Securities.

To confirm your irrevocable acceptance of the terms of the Placement, please sign and return a copy of the Placement Acceptance Advice (Appendix 1) to the Company, via fax by 5.00pm (Perth time) on Tuesday 4 December 2007.

Fax Number: (61 2) 8247 6621

5. Settlement of the Placement

You are required to advise Wilson HTM, as settlement agent to the Placement, of your booking details by completing and returning the attached Confirmation of Allocation and Registration Details ("CARD") form (Appendix 2) by no later than 5:00PM (Perth time) on Tuesday 4 December 2007.

Settlement of the Placement is scheduled to occur on Friday 7 December 2007 ("Settlement Date"). Please remit the application monies to Wilson HTM by 5:00pm (Perth time) on Thursday, 6 December 2007. Wilson HTM will then co-ordinate with the Company and its share registry to issue the securities under the Placement to you in accordance with the indicative timetable shown below.

Please note that while this settlement is being undertaken via CHESS it is not covered by the National Guarantee Fund.

Any queries regarding settlement details should be directed to Settlements at Wilson HTM:

Contact: Sue Harrison Phone Number: (61 7) 3212 1014 Email Address: sue.harrison@wilsonhtm.com.au

6. Timetable

The timetable for the Placement is as follows:

Execute Placement Agreement	5pm, Tuesday 4 December 2007
ASX Announcement of Placement	8am, Wednesday 5 December 2007
Deposit of Settlement Funds	Thursday 6 December 2007
Settlement of Placement	Friday 7 December 2007
Allotment of Placement Shares and Lodge Appendix 3B	Monday 10 December 2007

Please note the above timetable may change without consultation with you and your commitment will be binding notwithstanding such changes. All dates and times above refer to the date and time in Perth, Western Australia.

7. Rights attaching to Securities

The Company will apply to ASX Ltd ("ASX") for official quotation of the Securities on ASX. Please note that ASX Participants (as defined in the ASX Market Rules) cannot deal in the Securities either as principal or agent until official quotation is granted in respect of the Securities. The Securities will rank equally with the existing issued ordinary shares in the Company in all respects including with respect to entitlements to dividends which are declared in respect of ordinary dividends in the Company on or after the relevant allotment date of the Securities.

$\mathbf{R}$ . Confidential Information

The existence and contents of this letter are confidential. You agree to treat any information provided to you in relation to the Company and the Placement as strictly confidential and not to disclose it to any other person, it being made available to you solely to consider this offer. You further agree that you will act in accordance with the prohibitions on insider trading contained in the Act.

9. Purpose For Offer

As no formal disclosure document (such as a product disclosure statement) will be lodged with the Australian Securities and Investments Commission ("ASIC") or otherwise prepared in respect of the Placement, the Securities will only be issued or sold in Australia to professional or sophisticated clients (as defined in section 708 of the Act) to whom a disclosure document is not required to be given under the Act or otherwise in accordance with the laws of any other applicable jurisdiction.

The Company warrants that, subject to providing a notice under subsections 708A(5)(e) and (6) of the Act, the offer of the Securities for sale from the day after their issue will be an offer to which section 708A(5) of the Act applies. The Company further warrants that it will lodge the notice required under subsections 708A(5)(e) and (6) by the Allotment Date.

The Company is not issuing the Securities for the purpose of the investors selling or transferring them (or granting, issuing or transferring interests in, or options or warrants over them).

10. Indemnity

By signing and returning the Placement Acceptance Advice, you agree to indemnify and keep indemnified the Company, its related bodies corporate and its respective directors, officers and employees (each an "Indemnified Party") against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted or claimed against an Indemnified Party in any way relating to or arising out of any breach by you of the terms and conditions of your obligations or warranties set out in this letter.

11. Representations, Warranties, Acknowledgements and Agreements

By signing the attached Placement Acceptance Advice you represent, warrant, acknowledge and agree, for the benefit of the Company, and their respective related bodies corporate (as defined in the Act) and directors, officers, employees and affiliates that:

• you are lawfully permitted to enter into this agreement and to perform the obligations set out in this letter, $(a)$ in accordance with your constitution, the laws applicable in Australia and any other applicable laws in the jurisdiction in which you are situated;
• you will subscribe for, and provide the relevant application monies for, the number of Securities specified $(b)$ on your Placement Acceptance Advice;
• you are a professional or sophisticated client within the meaning of section 708 of the Act and this offer or $(c)$ invitation to you does not require a prospectus or other form of disclosure document under the Act, and Wilson HTM Corporate Fin

can lawfully be made under all applicable laws in the jurisdiction in which are you situate, and Securities can lawfully be issued or transferred to you without the need for any registration, lodgement or other formality under Australian law or the applicable laws in the jurisdiction in which you are situated;

• all information you have provided us with about, and any statements made by you, in connection with or $(d)$ arising out of your status as a Sophisticated Investor or Professional Investor is accurate and complete;
• vou are not engaged in the business of distributing securities;; $(e)$
• the Securities have not been and will not be registered under the Securities Act or under the securities $(f)$ laws of any state or other jurisdiction in the United States and you confirm that you will not offer, sell, pledge, transfer or otherwise dispose of any such Securities in the United States or to, or for the account or benefit of, any U.S. person except in a transaction registered under the Securities Act (which you acknowledge the Company has no obligation to do) or exempt from or not subject to the registration requirements of the Securities Act and such laws. Accordingly, you agree that if you decide to sell or otherwise transfer any of the Securities, you will only do so if the offer and sale of the Securities are made in standard (regular brokered) transactions on the ASX or otherwise outside the United States in offshore transactions in accordance with Regulation S under the Securities Act and neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a U.S. Person;
• except for any liability which cannot by law be excluded, no responsibility or liability is or will be accepted $(a)$ by the Company, or any of their affiliates or any of their representatives, directors, partners, officers, employees, servants, agents or professional advisers ("Company Parties") for any information provided to you in relation to this Firm Allocation or the Placement or for any action taken by you on the basis of such information. The Company Parties do not make any recommendations as to whether you or your related parties should participate in the Placement nor do they make any representations or warranties to you concerning the Placement or any such information or as to the condition, financial or otherwise, of the Company or as to any other matter relating thereto or in connection therewith;
• this offer or the terms of this agreement do not constitute a securities recommendation or financial product $(h)$ advice and in preparing this document, nor have the investment objectives, financial situation and particular needs of any particular person been considered;
• you acknowledge the Company's statement that it is not issuing the Securities for the purpose of the $(i)$ investors selling or transferring them, or granting, issuing or transferring interests in, or options or warrants over them:
• you confirm that you are acquiring the Securities for the purposes of investment and not for the purpose of $(i)$ selling or transferring the Securities or granting, issuing or transferring interests in, or options over, the Securities:
• you are aware that section 708A(5) of the Act may not apply to the offer of the Securities in the event that $(k)$ the Company does not satisfy the requirements under subsection 708A(5) or the notice given under subsection 708A(5)(e) does not comply with subsection 708A(6) of the Corporations Act;
• you acknowledge that no prospectus, or other form of disclosure document has been prepared or will be $(1)$ lodged with ASIC in connection with the Placement or Securities;
• if you are a financial services licensee (as defined in the Act) that intends to allocate the Securities to $(m)$ persons prior to settlement, each person that receives an allocation of Securities is a professional or sophisticated investor within the meaning of section 708 of the Act and that you have appropriate records to evidence this;
• you acknowledge and agree that you have made and relied upon your own assessment of the Company $(n)$ and the Placement (including, without limitation, the particular tax consequences of purchasing, owning or disposing of the Securities in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction) and decided to participate based on your own enquiries and professional advice and not in reliance upon any act or representation made by the Company Parties;

• you are aware that publicly available information about the Company can be obtained from ASIC and the $(o)$ ASX (including its web site http://www.asx.com.au) and also from the Company's web site at http://www.helix.net.au;
• an investment in the Securities involves a degree of risk; $(p)$
• time is of the essence in respect of your acceptance of this offer and your obligations under this $(q)$ agreement;
• you are not a related party, as defined in the ASX Listing Rules, of the Company; $(r)$
• $(s)$ you agree to have the Securities issued to you on the terms set out in this letter and subject to the constitution of the Company;
• you acknowledge that any expenses incurred by you or your representatives in relation to your Firm $(t)$ Allocation will be to your own account; and
• the Company is entitled to and will rely upon the truth and accuracy of the foregoing acknowledgements, $(u)$ representations, warranties and agreements.

12. Offer personal

You may not assign, transfer or in any other manner deal with an entitlement to Securities in your Firm Allocation or your rights or obligations arising under the acceptance of this offer without the prior written agreement of the Company.

13. Notices

Any notice to be given relating to the Firm Allocation offer or your acceptance of this offer may be sent by fax to the facsimile number of the party to whom the notice is sent and will be deemed to have been given upon the successful transmission to that facsimile number.

14. Entire Agreement

These terms of this letter constitute the entire agreement between us as to the Firm Allocation and your participation in the Placement. No relationship of trust or agency arises between the Company and you as a result of this agreement. The Company owes no fiduciary or other obligations to you in connection with the Firm Allocation offer or this agreement other than the obligations expressly set out in this agreement.

15. Governing Law and Jurisdiction

The agreement between us arising out of acceptance of the terms of this offer shall be governed by the laws of the State of New South Wales and if you accept this offer you will be obliged to submit to the non-exclusive jurisdiction of the Courts of that State.

Yours sincerely,

Wilson HTM Corporate Finance

W/ Seams

Wayne Seabrook Executive Director

Wilson HTM Corporate Finance Ltd ABN 65 057 547 323 AFSL 238383 Brisbane . Sydney . Melbourne

APPENDIX1

$\sim$

PLACEMENT ACCEPTANCE ADVICE

Helix Resources Ltd

TO: Helix Resources Ltd

Please sign and return via fax by 5.00pm (Perth time) on Tuesday 4 December 2007 to: Attention: Craig Milton Facsimile: (61 2) 8247 6621

craig.milton@wilsonhtm.com.au Phone: (61 2) 8247 6675

Placement of approximately 8.50 million new fully paid ordinary shares (the "Securities") to professional or sophisticated investors at an issue price of A\$0.485 per Security.

We refer to the Placement Agreement dated Thursday 6 December 2007 and are pleased to confirm our Irrevocable agreement to subscribe for the following Securities on the terms and conditions set out in the Placement Agreement:

Securities at A\$0.485	8,500,000
Total Amount:	A\$4,122,500.00

In connection with our purchase of such Securities the undersigned hereby confirms, for the benefit of the Company and their respective affiliates, the various representations, warranties and agreements set out in the Placement Agreement.

Investor Details
	Investor (full name): AMCI INVESTMENTS PTY LTD
Settlement Contact Name: UBS
	Telephone: 07 3006 1830 Email: Mtzcannes@cunci.com.cau
Facsimile: 07 3006 1830
Authorised Signatory
	Signature: $\frac{200}{\sqrt{2}}\sqrt{24-\frac{1}{200}}$
Name: MARK TZAT	UNES THE DIRECTOR

THIS ACCEPTANCE MUST BE FAXED TO (61 2) 8247 6621 BY 5.00pm (Perth time) Tuesday 4 December 2007

Wilson HTM Corporate Finance Ltd ABN 65 057 547 323 AFSL 238383 Brisbane . Sydney . Melbourne

APPENDIX 2

Helix Resources Limited - Placement of Ordinary Shares CONFIRMATION OF ALLOCATIONS AND REGISTRATION DETAILS ("CARD") FORM

This "CARD" Form must be completed by all applicants and faxed by no later than 5:00PM (Perth Time) 4 December 2007 to Wilson HTM on fax +61 2 8247 6621

l Bidder Name	AMCI INVESTMENTS	PTY	LTD
l Contact Name	MARK TZANNES
			We advise that you have been allocated the following Firm Placement Shares at A\$0.485 per Share:

Total Firm Shares Allocated	8,500,000	1 Total Amount (A\$)	A\$4,122,500

Settlement Details: (Settlement Date 7 December 2007)

In order for Wilson HTM Limited, to allocate your Placement Shares please complete the table below, detailing your Custodian(s) and your various allocation quantities (if applicable), and return to Wilson HTM on fax +612 8247 6621 by no later than 5:00PM 4 December 2007.

In addition in order to facilitate settlement of your Firm Placement Shares payment must be made by direct credit to Wilson HTM's bank account by 6 December 2007 quoting reference "Cracker1". Bank account details are as follows:

Commonwealth Bank of Australia Bank: RSB: 064-000 A/C No: 249226

Note: No application form is required to be completed by your Custodian. If more than one form is required this must be noted below and all forms must be faxed together and at the same time. Any settlement queries are to be directed to Sue Harrison on +617 3212 1014

FUND NAME / A/C CODE	CUSTODIAN NAME فالمستحدث والموارد والنجاد the contract of the course of the contract contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the con	HIN/PID	ALLOCATION AMOUNT
AUCI INVESTMENTS PIL	58ט	1505	4,122,500

Settlement Contact Details (Please provide details of your settlement person's name and contact numbers) Email Settlement Mark Teannes Contact Name Phone No.

Signature of Applicant
Signature		Title		IRECTOR
Name	MARK/TZANNEJ	Entity		'ANCI Investment P/L
			Form		Of

THIS FORM MUST BE FAXED TO +612 8247 6621 BY NO LATER THAN 5:00PM (PERTH TIME) ON 4 DECEMBER 2007

Wilson HTM Corporate Finance Ltd ABN 65 057 547 323 AFSL 238983 Brisbane . Sydney . Melbourne

El McCullough
El Robertson

ANNEXURE B

$\epsilon$

Interests acquired

THIS IS A TRUE COPY OF ANNEXURE B OF 1 PAGE REFERRED TO IN FORM 603 NOTICE OF INITIAL SUBSTANTIAL HOLDER.

$12 - 12 - 07$ DATED: SIGNED: $U^{\prime}$ k Consideration (\$) Date Shares 30,150.00 90,000 19-Oct $22-Oct$ 419,508 137,724.48 105,576.86 8-Nov 220,457 9-Nov 88,424 44,212.00 290,466 136,635.21 12-Nov 13-Nov 243,754 113,150.61 96,246 14-Nov 46,303.95 15-Nov 374,792 180,987.06 101,161.24 16-Nov 206,115 19-Nov 107,576 52,669.21 20-Nov 386,603 186,265.33 364,999 21-Nov 177,097.51 $22-Nov$ 368,053 177,033.49 23-Nov 151,418 73,225.74 123,327.36 26-Nov 253,760 27-Nov 456,635 216,673.31 152,786.16 28-Nov 315,023 $29-Nov$ 561,200 280,038.80 109,622.00 $5 - Dec$ 232,250 92,750 6-Dec 44,557.10 56,516 27,229.41 7-Dec 51,000 24,321.90 10-Dec 8,245,000 10-Dec 17,000,000