HELIX RESOURCES LIMITED — Major Shareholding Notification 2008

Apr 21, 2008

Partner Direct line Email Our reference

Derek Pocock 07 3233 8628 dpocock@mccullough.com.au DJP:150640-00017

22 April 20088

Urgent

Fax transmission

The Manager Company Announcements Platform ASX Limited

Fax 1900 999 279

Dear Sir/Madam

Helix Resources Limited - Notice of change of interests of substantial holder

We act for AMCI Investments Pty Ltd (AMCI), AMCI International AG (AMCI AG), FRC AMCI Intermediate BV (FRC AMCI) and FRC Australian Holdings BV (FRC Australian).

We attach:

• an ASIC Form 604 (Notice of change of interests of substantial holder) issued by AMCI and AMCI $(a)$ AG in relation to the ordinary shares of Helix Resources Limited; and
• $(b)$ an ASIC Form 604 (Notice of change of interests of substantial holder) issued by FRC AMCI and FRC Australian in relation to the ordinary shares of Helix Resources Limited.

Yours faithfully

Derek Pocock Partner

Copy Company Secretary Helix Resources Limited 08 9321 3909

attachment 1675706v1/S1

This communication (including attachments) is only intended for its addressee/s and may contain privileged or confidential information. Unauthorised use, copying or distribution of any part of this document is prohibited. If you are NOT an intended recipient please notify us immediately and destroy the communication.

Level 11 Central Plaza Two 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 Australia Telephone 07 3233 8888 Fax 07 3229 9949 Ausdoc DX 158 Brisbane Email Info@mccullough.com.au Web www.mccullough.com.au ABN 42 721 345 951

Partners Brett Heading Tim Whitney Peter McKnoulty
Michael Wynter Guy Humble
James Peterson Peter Kennedy Rodney Bell
Ian Hazzard

Stephen Jones Poter Stewart Brad McCosker Tony Cotter
Damien Clarke Ann Filzpatrick
Dominic McGann BIII Morrissey Scott Wedgwood Stuert Macnoughton

Brad Russell Sean Robertson Malcolm McBratney Mark West Matthew Burgess Fraction Burguss
Timothy Longwill
Diana Lohrisch Mark Fov Trudy Naylor

Russell Thirgood Derek Pocock Reece Walker Kristan Butler
Darren White Kristen Grove David Marschke

Special Counsel Prof Jeff Mann AM Peter GIII Sophie Ward
Kim Trajer Tracey Moore Neal Dallas Heather Watson John Reghanzani

Consultants

Kerry Prior AM Prof Paul von Nessen Prof Peter Little
Prof Myles McGregor-Lowndes OAM Donald Palma Jay Deeb Julie Withey
Dr Amanda McBratney

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Helix Resources Limited
ACN/ARSN	009 138 738
1. Detaile of substantial holder (1) Name	Group')				FRC AMCI Intermediate BV ('FRC AMCI') and FRC Australian Holdings BV ('FRC Australian') (collectively 'FRC
ACN/ARSN (if applicable) There was a change in the interests of the
substantial holder on		18/04/2008
The previous notice was given to the company on		25/01/2008
The previous notice was dated		25/01/2008

2. Previous and present 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 relevent interest (3) In when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Previous notice			Present notice
Class of securities (4)	Person's votes	Voting power (5)		Person s votes	Voting power (5)
Ordinary Shares	23,883,938		118.19%	25,394,237	19.34%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or acheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Natur of change $(6)$	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
16/04/2008	FRC Group	On market acquisition \$97,906.80		498,000 Ordinary Shares	498,000
16/04/2008	AMCI Investments Pty Ltd	On market acquisition \$97,906.80		498.000 Ordinary Shares	498.000
17/04/2008	FRC Group	On market acquisition \$21,905.86		116.294 Ordinary Shares	115.294
17/04/2008	AMCI Investments Pty Ltd	00.06, 022, 009.10mlSt in market acquisition		115.294 Ordinary Shares	115.294
18/04/2008	IFRC Group	On market acquisition \$26,952.83		141,857 Ordinary Shares	141.857
18/04/208	AMCI Investments Pty Ltd	On merket acquisition \$26,952.64		141.856 Ordinary IShares	141.856

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of ralevant Interest	Registered holder of securities		Person entitled to be registered as holder (B).	Nature of ralevant interest (6)	Class and number of securities	Person's votes
FRC AMCI	Rubicon Nominees Pty FRC AMCI and FRC Lid	Australian		Beneficial owner of securities purchased on imarket and under section 608(3) of the Corporations Act, FRC AMCI has a irelevant interest in the ordinary shares that FRC Australian has a relevant interest in	12,697,119 Ordinary 12,697,119 iSharea

Australiar lee c איז	IRubicon. $\sim$ PM $_{\rm cocl}$ Nominees . Austr 31 A. --	holder of IRegisterec rallan · ritie.	.025 Ordinary 'hare.	---- 005 454 025.7 . . ___
----------------------------	----------------------------------------------------------------------------	-------------------------------------------------------	----------------------------	----------------------------------------

6. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

. (If ACN/ARSN Name and applicable'	–– Nature of association .
Not Applicable

6. 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 Australian Holdings BV	Fred Roeskestraat 123, 1076 EE in Amsterdam, Netherlands
IFRC AMCI Intermediate BV	[Fred Roeskestraat 123, 1076 EE In Amsterdam, Netherlands
Rubicon Nominees Pty Ltd	Level 21, 123 Eagle Street, Brisbane, Queensland, 4000

Signature

Menzies Attor ney capacity print name date $22/4/08$ slan here

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 6 of the form.
• 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 person's votes divided by the total votes in the body corporete or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy $(a)$ of any 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 certifying this contract, scheme or arrangement; and
• 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interast was acquired has, or may, $(7)$ become entitied 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 on 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.
• 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". $(8)$
• $\left(\mathbf{\Theta}\right)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Helix Resources Limited
ACN/ARSN	009 138 738
1. Detaile of eubstantial holder (1) Name		AMCI Investments Pty Ltd ('AMCI') and AMCI International AG ('AMCI AG') (collectively 'AMCI Group')
ACN/ARSN (if applicable)	112 315 661
There was a change in the Interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	18/04/2008 25/01/2008 25/01/2008

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	23,883,936	18.19%	25,394,237	110,34%

3. Changes in relevant interests

Perticulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or echeme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of chang⊕ (6).	Consideration given in relation. to change (7)	Class and number of securities affected	Person's votes affected
16/04/2008	IFRC AMCI Intermediate BV ('FRC AMCI') and FRC Australian Holdings BV ('FRC Australian') (collectively 'FRC (Group')		On market acquisition \$97,906.80	498,000 Ordinary Shares	498.000
16/04/2008	AMCI Group		On market acquisition \$97,906.80	498.000 Ordinary Shares	498.000
17/04/2008	IFRC Group		On markel acquisition \$21,905.86	115.294 Ordinary Shares	115.294
17/04/2008	AMCI Group		On market acquisition \$21,905.86	115,294 Ordinary Shares	115.294
18/04/2008	FRC Group		On market acquisition \$26,952.83	141,857 Ordinary Shares	141,857
18/04/208	AMCI Group		On market acquisition \$26,952.64	141.856 Ordinary Shares	141.856

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

	Holder of relevant Interest	Registered holder of securilles	Person entitled to be registered as holder (8)	Nature of relevant Interest (6)	Class and number of securities	Person's votes
--	-----------------------------------	---------------------------------------	------------------------------------------------------	---------------------------------------	--------------------------------------	----------------	--

IAMCI AG	IUBS Nominees Ptv lLtd	AMCI	Under section 608(3) of the Corporations Act, AMCI AG has a relevant interest in the 12,697,118 Ordinary ---" ----- -bases that AMCI Shares ordinary shares that AMCI lhas a relevant interest in
IAMCI	UBS Nominees Ptv Ltd	AMCI	Beneficial owner of securities purchased on lmarket	12,697,116 Ordinary 12,69 7,118 IShares

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and applicable)	ACN/ARSN	(lf	Nature of association
IFRC Australian Holdings BV			"Acting in concert" regarding the acquisition of securities in the company

R. Addresses

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

Name	Address
AMCI International AG	00 Zug, Gleichistrasse 8 3 rd Floor, 63 Switzerland
AMCI Investments Pty Ltd	Level 8, Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000
IFRC AMCI Intermediate BV	Fred Ronskestraat 123, 1076 EE in Amsterdam, Netherlands
FRC Australian Holdings BV	Fred Roeskestraat 123, 1076 EE in Amsterdam, Netherlands
UBS Nominees Pty Ltd	GPO Box 1257L, Melbourne, Victoria, 3001

Signature

• 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
  trustee of an equity trust), the names could be included in an ann $(1)$ 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 6 of the form.
• 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy $(e)$ of any 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 slatement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voling powers or disposal of the $(b)$ securities to which the relevant interest relates (indecating clearly the particular securities to which the qualification applies).

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

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,
  become entitied to receive in relation to that acquisition. Details m $(7)$
• If the substantial holder is unable to determine the identity or the person (eg. If the relevant interest arises because of an option) write "unknown". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$