HELIX RESOURCES LIMITED — Major Shareholding Notification 2011

May 22, 2011

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme		Helix Resources Limited
ACN/ARSN	009 138 738
1. Details of substantial holder (1) Name		SEE ANNEXURE A
ACN/ARSN (if applicable)
The holder ceased to be a substantial holder on		12/5/11
The previous notice was given to the company on		25/11/10
The previous notice was dated		18/11/10

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the
substantial holder was last required

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
12/5/11	Holder and its associates.	As per Appendix 3B lodged by Helix Resources Limited (HLX) (see attached), the total ordinary fully paid HLX shares on issue was increased to 160,142,056. This has resulted in a decrease in the percentage of Helix Resources Limited votes held by the Substantial			Decrease to 4.8%

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN / ARSN (if applicable)	Nature of association

4. Addresses

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

Name		Address

Signature

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interest (eg. A corporation and its related corporations, or the manager and 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 4 of the form.
• $(2)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• Include details of: $(4)$
• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy 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
• $(b)$ 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 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.

• $(5)$ 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 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.
• $(6)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(7)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

This is annexure A of 1 page referred to in form 605 Notice of ceasing to be a substantial holder

Item 1 (Aquila Resources Limited Group Companies)

Aquila Resources Limited (ACN 092 002 769) (Substantial Holder) Aquila Steel Pty Ltd (ACN 097 803 613) (Substantial Holder) Aquila Steel (SA) Pty Ltd (ACN 116 015 466) (Substantial Holder) Penoir Pty Ltd (ACN 095 529 445) (Substantial Holder) BT.X Pty Ltd (ACN 099 392 766) (Substantial Holder) Aquila Coal Pty Ltd (ACN 097 801 940) (Substantial Holder) Aquila Energy Holdings (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) Aquila Energy (S Africa) (Proprietary) Limited $(ACN N/A)$ (Substantial Holder) Aquila Steel (Mauritius) Pty Ltd (ACN N/A) (Substantial Holder) Aquila Steel (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) B D Coal Pty Ltd (ACN 113 623 439) (Substantial Holder) I P Coal Pty Ltd (ACN 114 245 993) (Substantial Holder) Aquila Exploration Pty Ltd (ACN 129 391 546) (Substantial Holder) Argos Steel (Offshore) Pty Ltd (ACN 129 398 563) (Substantial Holder) Argos (WA) Pty Ltd (ACN 129 398 554) (Substantial Holder) Argos (Qld) Pty Ltd (ACN 129 398 572) (Substantial Holder) Argos Energy (Offshore) Pty Ltd (ACN 129 398 581) (Substantial Holder) Aquila (Washpool) Pty Ltd (ACN 139 971 976) (Substantial Holder) Washpool Coal Pty Ltd (ACN 139 976 819) (Substantial Holder) Aquila Energy Holdings (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder) Aquila Energy EK (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder) Aquila Energy Services (Singapore) Pte. Ltd $(ACN N/A)$ (Substantial Holder)

Level 2, Aquila Centre, 1 Preston Street, Como WA 6152

Aquila Steel Northern Cape (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel Thabazimbi (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) PT Aquila Energy Development Indonesia $(ACN N/A)$ (Substantial Holder) Aquila Steel Thabazimbi (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel Northern Cape (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) Aquila (Talwood) Pty Ltd (ACN 147 400 691) (Substantial Holder) Talwood Coal Pty Ltd (ACN 147 100 744) (Substantial Holder) Aquila Energy Bara (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder) Aquila Energy Mitra (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder) West Pilbara Iron Management Pty Ltd (ACN 149 741 328) (Substantial Holder) Eagle Downs Pty Ltd (ACN 150 192 493) (Substantial Holder) Isaac Plains Coal Marketing Pty Ltd (ACN 150 298 409) (Substantial Holder)

Level 2, Aquila Centre, 1 Preston Street, Como WA 6152

Item 2 (Individual)

Anthony Poli (Substantial Holder) C/- Level 2, Aquila Centre, 1 Preston Street, Como WA 6152

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, 24/10/2005.

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).

$\mathbf{1}$ ⁺Class of $\pm$ securities issued or to be $\vert$ issued

Fully paid ordinary shares

• $\overline{2}$ Number of ⁺securities issued or to 6,480,876 be issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the ⁺securities (eg, if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates payment; if ⁺convertible for securities, the conversion price and dates for conversion)

Fully paid ordinary shares

• See chapter 19 for defined terms.

• $\overline{4}$ Do the ⁺securities rank equally in all $\left[$ Yes 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 $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration \$329,228.50 $\sqrt{6}$ Purpose of the issue Conversion of 6,480,876 Options exercisable at (If issued as consideration for the \$0.0508 each and expiring 31 May 2011 acquisition of assets, clearly identify those assets)

• $\boldsymbol{7}$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates

12 May 2011

8 Number and ⁺class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
160,142,056	Fully Paid Ordinary
	Shares
44,956,998	Options exercisable at \$0.0508 expiring 31 May 2011

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

Numher	+ Class
17,600,000	Employee Incentive Options exercisable at \$0.5258 expiring 31 October 2011

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

• Part 2 Bonus issue or pro rata issue
• $11$ Is security holder approval required?
• Is the issue renounceable or non-12 renounceable?
• 13 Ratio in which the ⁺securities will be offered
• $14$ ⁺Class of ⁺securities to which the offer relates
• 15 +Record date determine to entitlements
• $16$ Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• $18$ Names of countries in which the entity has ⁺security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25	If the issue is contingent on *security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
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
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do + security holders sell their entitlements in full through a broker?
31	How do + security holders sell part of their entitlements through a broker and accept for the balance?

⁺ See chapter 19 for defined terms.

32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(ick \ one)$
• $(a)$ Securities described in Part 1
• $(b)$ 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 *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
• 39 Class of ⁺securities for which quotation is sought
• 40 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 $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not $\bullet$ 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)

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

Number	+Class

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 $\bullet$ 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 $\bullet$ 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.
• 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.
• 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any 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.

$== == == == == ==$

Juranos

Sign here:

Date: 12 May 2011

Print name:

Joneen McNamara

(Company secretary)

⁺ See chapter 19 for defined terms.