249b3632-deef-4c26-8021-37771708f023.pdf Helix Resources Limited ACN 009 138 738 NOTICE OF GENERAL MEETING Time: 9.30am (WST) Date: Tuesday 7 June 2016 Place: 78 Churchill Avenue Subiaco WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9321 2644.

Notice of General Meeting

Notice is hereby given that a General Meeting of members of Helix Resources Limited (Helix or the Company) will be held at 9.30am (WST) on Tuesday, 7 June 2016 at 78 Churchill Avenue, Subiaco, 6008, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matters to be considered. Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting. In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the directors have determined that the identity of those entitled to attend and vote at the meeting is to be taken to be those persons who hold shares in the Company as at 9.30am on Sunday 5 June 2016.

AGENDA

Resolutions

  1. Approve Director Participation in Share Placement - Mr Pasquale Rombola

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

    "For the purpose of Chapter 2E of the Corporations Act 2001 (Cth) and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 1,192,500 Shares to Mr Pasquale Rombola (or his nominee) on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Rombola (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

  2. Approve Director Participation in Share Placement - Mr Jason Macdonald

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

    "For the purpose of Chapter 2E of the Corporations Act 2001 (Cth) and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 1,075,000 Shares to Mr Jason Macdonald (or his nominee) on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Macdonald (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

  3. Approve Director Participation in Share Placement - Mr Michael Wilson

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

    "For the purpose of Chapter 2E of the Corporations Act 2001 (Cth) and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 372,500 Shares to Mr Michael Wilson (or his nominee) on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Wilson (and his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

  4. Ratification of Prior Issue - Shares

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 37,360,000 Shares on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

  5. Section 195 Approval

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1 to 3, for the purposes of Section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Company to approve the Director's participation in the Share Placement."

PROXIES

A Proxy Form accompanies this Notice of Meeting and to be effective must be received at:

In person at: Helix Resources Limited, 78 Churchill Avenue, SUBIACO WA 6008. OR By post to: Helix Resources Limited, 78 Churchill Avenue, SUBIACO WA 6008. OR By email to the Company Secretary at mike.naylor@helix.net.au

OR By facsimile on: (61 8) 9321 3909

by not later than 9.30am (WST), Sunday, 5 June 2016.

Each Shareholder is entitled to appoint a proxy. The proxy does not need to be a member of the Company.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.

BY ORDER OF THE BOARD

Michael Naylor Company Secretary 6 May 2016

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders of Helix Resources Limited (Helix or the Company) in connection with the business to be conducted at a General Meeting of Shareholders to be held at 78 Churchill Avenue, Subiaco, Western Australia on Tuesday, 7 June 2016 at 9.30am.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

Shareholders should note that all the Directors approved the proposal to put the Resolutions to Shareholders as outlined in the Notice of General Meeting and to prepare this Explanatory Statement.

Proxies

Please note that:

  1. a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

  2. a proxy need not be a member of the Company;

  3. a Shareholder may appoint a body corporate or an individual as its proxy;

  4. a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and

  5. Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

To vote by proxy, please complete and sign the enclosed Proxy Form and send by:

  1. Post or deliver by person to the Company's registered office at 78 Churchill Avenue, Subiaco, Western Australia 6008;

  2. by facsimile on (08) 9321 3909; or

  3. email to the Company Secretary at mike.naylor@helix.net.au.

so that it is received by no later than 9.30am (WST) on Sunday, 5 June 2016. Proxy Forms received later than this time will be invalid.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 9.30am (WST) on Sunday, 5 June 2016. Accordingly, transactions registered after that time will be disregarded in determining Shareholder's entitlement to attend and vote at the General Meeting.

Helix Resources Limited published this content on 06 May 2016 and is solely responsible for the information contained herein.
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