CULLEN RESOURCES LIMITED — AGM Information 2006

Sep 28, 2006

CULLEN RESOURCES LIMITED

A.C.N. 006 045 790

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Company will be held on Friday 3 November 2006 commencing at 10.30am at the company's registered office, Level 4, 118 Christie Street, St Leonards, Sydney, NSW 2065.

Ordinary Business

To consider and, if thought fit, pass each of the following resolutions as ordinary resolutions:

1. Adoption of Accounts and Reports

To receive and consider the Financial Statements of the Company as at 30 June 2006, the Income Statement of the Company for the year ended on that date, together with the consolidated accounts of the Company and its controlled entities and the reports of Directors and Auditors thereon.

2. Adoption of Remuneration Report

To adopt the remuneration report forming part of the Directors' Report for the financial year ended 30 June 2006.

(Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.)

3. Re-election of a Director

In accordance with the Constitution of the Company, Dr Denis Clarke retires by rotation, being eligible, is re-elected as a director of Cullen Resources Limited.

4. Re-election of a Director

In accordance with the Constitution of the Company, Mr Wayne Kernaghan retires by rotation, being eligible, is re-elected as a director of Cullen Resources Limited.

5. Ratification of share placement on 27 February 2006

That, for the purposes of Listing Rule 7.4 of the Australian Stock Exchange Limited, the previous issue by the Company of 27,500,000 fully paid ordinary shares in the capital of the Company at a price of 4 cents per share, as announced to the Australian Stock Exchange on 27 February 2006 issued to clients of Hartley Limited, and as described further in the attached Explanatory memorandum, is hereby approved.

6. Ratification of share placement on 28 August 2006

That, for the purposes of Listing Rule 7.4 of the Australian Stock Exchange Limited, the previous issue by the Company of 25,066,667 fully paid ordinary shares in the capital of the Company at a price of 3 cents per share, as announced to the Australian Stock Exchange on 28 August 2006 issued to clients of Taylor Collison, Wilson HTM and Hartley Limited, and as described further in the attached Explanatory memorandum, is hereby approved.

7. Issue of Options - Dr Chris Ringrose

That the issue to Dr Chris Ringrose, a Director of the Company, of 8,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms set out in the attached Explanatory Memorandum accompanying this Notice of General Meeting and the issue to Dr Chris Ringrose of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such options, is hereby approved.

8. Further Business

To transact any further business that may legally be brought up.

By Order of the Board

W. J. Kernaghan Secretary

Notes:

A.C.N. 006 045 790

$\mathbf{1}$ . Voting Entitlements

Pursuant to Section 1109N of the Corporations Act 2001, the Directors have determined that the shareholdings of each shareholder for the purpose of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register as at 10.30am on 1 November 2006.

• In respect of Resolutions 5, 6 and 7, the Company will disregard any votes cast on each of these resolutions by any $\overline{2}$ . persons who may participate or might obtain a benefit in the issue the subject of Resolution 5, 6 and 7 and any associate of any of those persons. However the Company need not disregard any vote by any such persons if:
• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the  proxy form: or
• it is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance ٠ with a direction on the proxy form to vote as the proxy decides.
• $\overline{3}$ A member entitled to attend and vote is entitled to appoint not more than two proxies.
• $\overline{4}$ Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights.
• Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney 5. or the hand of a person duly authorised by the corporation.
• A proxy need not be a member of the Company. 6.
• To be effective, the proxy form must be received by the Company at its registered office, Level 4, 118 Christie 7. Street, St. Leonards, Sydney NSW 2065, or received by facsimile on (02) 9437 4599 not less than forty-eight (48) hours before the time for holding the meeting.

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of shareholders of Cullen Resources Limited ("Cullen") in connection with the business to be transacted at the Annual General Meeting of shareholders of Cullen to be held at Level 4, 118 Christie Street St Leonards on 3 November 2006 at 10.30am. Eastern Standard Time.

The Directors recommend shareholders read the accompanying Notice of General Meeting ("Notice") and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Resolution 5

Ratification of Previous Share Placement on 27 February 2006

On 27 February 2006 the Company announced it had issued an additional 27,500,000 new Shares at an issue price of 4 cents per Share to clients of Hartley Limited. The purpose of the issue was to provide general working capital.

The directors are restricted by Listing Rule 7.1 from issuing new securities in the Company, which would dilute existing shareholdings, to a maximum of 15% of the expanded issued capital in any 12 month period. There are exceptions which allow the directors to issue new securities above that limit which include pro rata rights issues and issues with shareholder approval.

ASX Listing Rule 7.4 allows the Company to seek the approval of shareholders of the Company to an issue of securities after the issue has been made without approval under Listing Rule 7.1, provided the issue did not breach Listing Rule 7.1 and the holders of ordinary shares in the Company subsequently approve the issue.

As the issue was not in breach of Listing Rule 7.1 and was not previously approved by the shareholders of the Company, the directors are now seeking shareholders' approval and ratification for the issue of the Shares.

If resolution 5 is passed, the Company will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the expanded issued capital in the next 12 month period without having to convene a shareholders meeting to seek shareholders' approval of any such issues. The directors believe it is desirable to have the flexibility afforded to the Company to issue securities up to the maximum 15% allowable under Listing Rule 7.1 and accordingly recommend that shareholders vote in favour of the resolution.

The Shares issued pursuant to the placement rank equally in all respects with all existing Shares previously issued by the Company.

The Directors recommend that the shareholders vote to approve Resolution 5.

Resolution 6

Ratification of Previous Share Placement on 28 August 2006

On 28 August 2006 the Company announced it had issued an additional 25,066,667 new Shares at an issue price of 3 cents per Share to clients of Taylor Collison, Wilson HTM and Hartley Limited. The purpose of the issue was to provide general working capital.

The directors are restricted by Listing Rule 7.1 from issuing new securities in the Company, which would dilute existing shareholdings, to a maximum of 15% of the expanded issued capital in any 12 month period. There are exceptions which allow the directors to issue new securities above that limit which include pro rata rights issues and issues with shareholder approval.

ASX Listing Rule 7.4 allows the Company to seek the approval of shareholders of the Company to an issue of securities after the issue has been made without approval under Listing Rule 7.1, provided the issue did not breach Listing Rule 7.1 and the holders of ordinary shares in the Company subsequently approve the issue.

As the issue was not in breach of Listing Rule 7.1 and was not previously approved by the shareholders of the Company, the directors are now seeking shareholders' approval and ratification for the issue of the Shares.

If resolution 6 is passed, the Company will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the expanded issued capital in the next 12 month period without having to convene a shareholders meeting to seek shareholders' approval of any such issues. The directors believe it is desirable to have the flexibility afforded to the Company to issue securities up to the maximum 15% allowable under Listing Rule 7.1 and accordingly recommend that shareholders vote in favour of the resolution.

The Shares issued pursuant to the placement rank equally in all respects with all existing Shares previously issued by the Company.

The Directors recommend that the shareholders vote to approve Resolution 6.

RESOLUTION 7:

Issue of Options to Dr Chris Ringrose

It is proposed that the Company issue to Dr Chris Ringrose, a Director of the Company, a total of 8,000,000 options to subscribe for fully paid ordinary shares in the capital of the Company with 4,000,000 options at an exercise price of 5 cents each and 4,000,000 options at an exercise price of 8 cents each. Further details on the terms of the options are set out below.

Shareholder approval is being sought for the issue of these options and the issue of shares upon exercise of the options in accordance with the requirements of the ASX Listing Rules and Chapter 2E of the Corporations Act 2001. Specifically:

Listing Rule 7.1 restricts a company from issuing equity securities lincluding options to take up shares, which in any 12 month period would amount to more than 15% of the Company's total shares on issue 12 months before the date of the proposed issue. However, issues of equity securities made with the prior approval of the shareholders in general meeting are not subject to this restriction and will not be counted as part of the 15% limit. Accordingly, if shareholders of the Company approve the proposed issue of options and shares, neither the options nor the shares issued upon exercise of the options will be counted towards the 15% limit in respect of issues of equity securities in the following 12 month period. This provides the Company with maximum flexibility if the Directors consider it appropriate to raise additional capital.

Listing Rule 10.11 restricts a company from issuing equity securities, including options to take up shares, to a director of the company (or a proposed director) without the prior approval of holders of ordinary shares by resolution at a general meeting.

Chapter 2E of the Corporations Act 2001 prohibits a public company from giving a "financial benefit" to a "related party" (which includes Directors and associates) of the public company unless either:-

• the giving of the financial benefits falls within one of the nominated exceptions to the provisions; or i.
• prior Shareholder approval is obtained to the giving of the financial benefits. ii.

The granting of options to Dr Chris Ringrose, a Director of the Company constitutes the provision of a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Therefore, Resolution 7 seeks the approval of shareholders to satisfy the requirements for shareholder approval under Listing Rules 7.1 and 10.11 and Chapter 2E of the Corporations Act 2001.

To assist shareholders the following information and valuation of the options has been provided:

The options have been valued by reference to the Black Scholes options pricing model, based on the following assumptions:

Call Option Valuation	Input	Input
Share price at 18 September 2006	\$0.032	\$0.032
Exercise Price	\$0.050	\$0.080
Risk Free Rate	5.5%	5.5%
Volatility (Annualised)	119%	119%
Time (years) to expiry	3.25 years	3.25 years
Value per option	\$0.0216	\$0.0193
Number of options	4,000,000	4,000,000
Total value	\$86,705	\$77,210

If should be noted that no discount has been applied to the valuation for non negotiability of the options as they are not listed and cannot be transferred except in limited circumstances and for the vesting conditions.

CULLEN RESOURCES LIMITED

A.C.N. 006 045 790

Based on the above assumptions it is considered that the total value of the 8,000,000 options to be \$163,915.

Details of the proposed issue of options to Dr Chris Ringrose are as follows:

• 1. If shareholder approval is obtained, the 8,000,000 options will be issued to Dr Chris Ringrose within one month of the date of this meeting.
• 1. The options will vest as follows:
• 1 million exercisable at 5 cents and 1 million exercisable at 8 cents both expiring 28 February 2010 immediately
• 1 million exercisable at 5 cents and 1 million exercisable at 8 cents both expiring 28 February 2010 on 28 February 2007
• 1 million exercisable at 5 cents and 1 million exercisable at 8 cents both expiring 28 February 2010 on 28 February 2008
• 1 million exercisable at 5 cents and 1 million exercisable at 8 cents both expiring 28 February 2010 on 28 February 2009
• 1. No consideration will be payable for the issue of the options but the options, if exercised, will entitle the holder to subscribe for fully paid ordinary shares in the capital of the Company at exercise prices of 5 and 8 cents each. The funds raised on the exercise of the options will be used for working capital.
• 1. The options will be issued on the following terms:
• (a) the options issued to Dr Chris Ringrose may be exercised immediately subject to vesting conditions at (2):
• the options will expire on the earlier of the date which is one month after the Director to whom the options are $(b)$ issued ceases to be a Director of the Company (or such longer period as determined by the board of Directors) or at 5.00pm on 28 February 2010 ("the Expiry Date");
• the options shall be exercisable wholly or in part, by notice in writing to the Company, at any time up until the $(c)$ expiry date;
• $(d)$ the holder of options cannot participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising the option;
• shares issued on the exercise of options will rank pari passu with the then existing issued ordinary shares of $(e)$ the Company;
• in a reorganisation of capital of the Company, the exercise price of the options or the number of shares over $(f)$ which the options can be exercised will be reorganised in accordance with the relevant provisions of the ASX Listing Rules in force at the time of the reorganisation:
• subject to paragraph (e), neither the exercise price of the options nor the number of shares over which the $(q)$ options can be exercised will be changed to take account of pro rata issues (other than bonus issues):
• in respect of a bonus issue of shares the options would participate if the options are exercised before the $(h)$ record date for the bonus issue.
• $\left( i\right)$ the options can be transferred, subject to board approval;
• $\left(\mathbf{i}\right)$ the options will not be quoted on the ASX.

The current capital structure of the Company is as follows:

Capital	Number
Ordinary Shares	418,039,763
Unlisted Options (4 cents exercisable on or before 30/11/2007)	8,000,000
Unlisted Options (5 cents exercisable on or before 28/02/2010)	500,000

If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting, the issued capital of the Company will be as follows:

Capital	Number
Ordinary Shares	418,039,763
Unlisted Options (4 cents exercisable on or before 30/11/2007)	8,000,000
Unlisted Options (5 cents exercisable on or before 28/02/2010)	500,000
Unlisted Options (5 cents exercisable on or before 28/02/2010)	4,000,000
Unlisted Options (8 cents exercisable on or before 28/02/2010)	4,000,000
Total Options	16,500,000
Total Ordinary Shares if all Options on issue are exercised	434,539,763

If shareholder approval is obtained for this resolution contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and all options on issue are exercised. Dr Chris Ringrose will hold 0.18% of the issued share capital of the Company.

If shareholder approval is obtained for all resolutions contained in the Notice of Meeting and all options are issued as contemplated by the Notice of Meeting and none of the options on issue are exercised, except those issued to Dr Chris Ringrose, Dr Chris Ringrose will hold 0.19% of the issued share capital of the Company.

Dr Chris Ringrose currently receives \$170,000.00 per year (includes salary and superannuation) and provision of a motor vehicle from the Company. Dr Chris Ringrose receives no other remuneration from the Company.

These options are intended to provide an incentive to Dr Chris Ringrose, a Director, to work towards improving the performance of the Company and its share price, which will benefit all of the shareholders.

Dr Chris Ringrose, director of the Company, does not make a recommendation to shareholders in relation to the resolution as he has a personal interest in the outcome of the resolution as he is a related party who will receive a financial benefit if the resolution is passed.

The other directors recommend that the shareholders vote to approve Resolution 7.

CULLEN RESOURCES LIMITED

A.C.N. 006 045 790

APPOINTMENT OF PROXY

INNe ...................................

1. . . . . . . . . . . . . . . . . . .

being a member/members of Cullen Resources Limited hereby appoint

The Chairman of The meeting (mark with an 'X") 0R Write the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named attending the meeting, or if no person is named, the Chairman of the meeting as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held on 3 November, 2006 at 10.30 am and at any adjournment of that meeting.

IMPORTANT:

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on each item, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of these items and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on these items and your votes will not be counted in computing the required maiority if a poll is called on these Items. The Chairman intends to vote undirected proxies in favour of each Item.

Voting directions to your proxy - please mark "X" to indicate your directions

Resolution			For	Against	Abstain
1.	Adoption of Annual Accounts
2.	Adoption of Remuneration Report.
3.	Re-election of Dr Denis Clarke
4.	Re-election of Mr Wayne Kernaghan
5.	Ratification of previous placement - 27 February 2006
6.	Ratification of previous placement - 28 August 2006
$7_{\cdot}$	Issue of options to Dr Chris Ringrose
	Signed this
Individual Securityholder 1		Securityholder 2		Securityholder 3
	Individual/Sole Director	Director		Director/Company Secretary

This form must be signed by the security holder. If a joint holding, either security holder may sign. If signed by the security holder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder's constitution and the Corporations Act 2001 (Cwlth).

A.C.N. 006 045 790

Notes:

$\ddot{1}$ . Voting Entitlements

Pursuant to Section 1109N of the Corporations Act 2001, the Directors have determined that the shareholdings of each shareholder for the purpose of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register as at 10.30am on 1 November 2006.

• $\overline{2}$ . A member entitled to attend and vote is entitled to appoint not more than two proxies.
• $\overline{3}$ . Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights.
• $\overline{4}$ . Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney or the hand of a person duly authorised by the corporation.
• $5.$ A proxy need not be a member of the Company.
• To be effective, the proxy form must be received by the Company at its registered office, Level 4, 118 6. Christie Street. St. Leonards, Sydney NSW 2065, or received by facsimile on (02) 9437 4599 not less than forty-eight (48) hours before the time for holding the meeting.