CULLEN RESOURCES LIMITED — AGM Information 2018

Sep 18, 2018

CULLEN RESOURCES LIMITED

A.C.N. 006 045 790

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Company will be held on Tuesday 23 October 2018 commencing at 11.00 a.m. at Regus, Level 4, Australia Square Plaza, 95 Pitt Street, Sydney NSW 2000.

Ordinary Business

1. Adoption of Accounts and Reports

To receive and consider the Financial Statements of the Consolidated Entity as at 30 June 2018, the Statement of Comprehensive Income for the year ended on that date, together with the reports of Directors and Auditors thereon.

2. Adoption of Remuneration Report

To consider and, if thought fit, to pass with or without amendment, the following resolution as a non-binding resolution:

To adopt the remuneration report forming part of the Directors’ Report for the financial year ended 30 June 2018.

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

Voting Restriction

As required by Section 250R of the Corporations Act, the Company will disregard any votes cast on Resolution 2 by key management personnel and any closely related party of any key management personnel as those terms are defined in section 9 of the Corporations Act 2001. 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 a 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; or

• § it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the chair’s stated voting intention as outlined in the explanatory memorandum.

3. Re-election of a Director

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

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

(Note: details on Mr Horsburgh can be found on page 12 of the 2018 Annual Report.)

4. Consolidation of Capital

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

That, pursuant to and in accordance with section 254H of the Corporations and for all other purposes, the issued capital of the Company be consolidated on the basis that every twenty two (22) shares be consolidated into one (1) share and every twenty two (22) options be consolidated into one (1) option (Consolidation) and, where this Consolidation results in a fraction of a Share or an Option being held, the Company be authorised to round that fraction down to the nearest whole Share or Option(as the case may be).

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CULLEN RESOURCES LIMITED

A.C.N. 006 045 790

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5. Approval of additional 10% placement facility

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

That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

• (i) any persons who are expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

• (ii) any associates of those persons.

However, the Company need not disregard a vote if:

• § it is cast by a person as 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.

At the date of this Notice of Meeting, the Company has not approached any particular existing Shareholder or identifiable class of existing Shareholder to participate in the issue of ordinary Shares pursuant to Listing Rule 7.1A. No existing Shareholders votes will therefore be excluded under the voting exclusion stated above.

6. Further Business

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

By Order of the Board

W. J. Kernaghan Secretary

Notes:

1. Voting Entitlements Pursuant to Regulation 7.11.37 of the Corporations Regulations 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 7.00 p.m. EST on 21 October 2018.

2. A member entitled to attend and vote is entitled to appoint not more than two proxies.

3. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights.

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.

6. To be effective, the proxy form must be received by the Company at its registered office, Unit 4, 7 Hardy Street, South Perth, WA 6151, or received by facsimile on (08) 9474 5588 not less than forty-eight (48) hours before the time for holding the meeting.

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CULLEN RESOURCES LIMITED A.C.N. 006 045 790

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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 Regus, Level 4, Australia Square Plaza, 95 Pitt Street, Sydney, NSW 2000 on 23 October 2018 at 11.00am, Eastern Standard Daylight Time.

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

Resolution 4

Consolidation of Capital

4.1 Legal requirements

Section 254H of the Corporations Act provides that a company may, by ordinary resolution passed in a general meeting, convert all or any of its shares and options into a larger or smaller number.

4.2 Fractional entitlements

Not all security holders will hold that number of securities which can be evenly divided by 22. Where a fractional entitlement occurs, the Company will round that fraction down to the nearest whole Security.

4.3 Taxation

It is not considered that any taxation implications will exist for Security holders arising from the Consolidation. However, security holders are advised to seek their own tax advice of the Consolidation and the Company does not accept any responsibility for the individual taxation implications arising from the Consolidation.

4.4 Holding statements

From the date of the Consolidation, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Security holder to check the number of Securities held prior to disposal or exercise (as the case may be).

4.5 Effect on capital structure

The approximate effect which the Consolidation will have ion the Company’s current structure is set out in the table below. All numbers are subject to rounding.

Security	Current	Post-Consolidation
OrdinaryShares	2,598,560,131	118,116,369
Unlisted options expiring30 November 2020	20,000,000	909,090

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A.C.N. 006 045 790

CULLEN RESOURCES LIMITED

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4.6 Consolidation timetable

If Resolution 4 is passed, the Consolidation will take effect in accordance with the following timetable (as set out in Appendix 7A of the Listing Rules).

Action	Date
Company sends out Notice of Meeting seeking Shareholder approval for the Consolidation	19 September 2018
Companytells ASX that Shareholders have approved the Consolidation	23 October 2018
Last dayfor tradinginpre-Consolidation Securities	24 October 2018
Tradinginpost-Consolidation starts on a deferred settlement basis	25 October 2018
First day for Company to send to each holder notice of the change in their details of holdings	29 October 2018
First day for the Company to register Securities on a post-Consolidation basis and first dayfor issue of holdingstatements	29 October 2018
Last day for the Company to send to each holder notice of the change in their details of holdings	2 November 2018

Resolution 5

Approval of additional 10% placement facility

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting (Additional 10% Placement Facility). The Additional 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less, as at the time of the entity’s annual general meeting. The Company is an eligible entity as at the time of this Notice of Annual General Meeting and is expected to be an eligible entity as at the time of the Annual General Meeting.

Resolution 5 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 5 will be to allow the directors to issue Equity Securities under Listing Rule 7.1A during the period set out below.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities that the Company may issue under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 10(b) of this Notice of Annual General Meeting below).

The company is seeking a mandate to issue securities under the Additional 10% Placement Facility to enable the Company to pursue its growth strategy with the flexibility to act quickly as potential business opportunities arise.

Regulatory Requirements

In compliance with the information requirements of Listing Rule 7.3A, Shareholders are advised of the following information:

a. Minimum Issue Price

Equity securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of the Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, namely Shares.

The issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted average price for securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

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CULLEN RESOURCES LIMITED

A.C.N. 006 045 790

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• i. The date on which the price at which the Securities are to be issued is agreed; or

• ii. If the Securities are not issued within 5 trading days of the date in paragraph (i) the date on which the securities are issued.

b. Dilution

As at the date of this Notice of Annual General Meeting, the Company has 2,598,560,131 Shares on issue. If Shareholders approve Resolution 5, the Company will have the capacity to issue approximately 259,856,013 Equity Securities under the Additional 10% Placement Facility in accordance with Listing Rule 7.1A.

The precise number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the following formula:

(A x D) – E

• A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• A: plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• B: plus the number of partly paid shares that became fully paid in the 12 months;

• C: plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 or 7.4;

• D: less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

If Resolution 5 is approved by Shareholders and the Company issued Equity Securities under the Additional 10% Placement Facility, existing Shareholders’ voting power in the Company will be diluted as shown in the table below to the extent Shareholders do not receive any Shares under such issues. There is a risk that:

• i. the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than the date of the Annual General Meeting; and

• ii. the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A2 as at the date of this Notice of Annual General Meeting and is based on pre-consolidation basis.

The table below also shows:

• i. two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rate entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• ii. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

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CULLEN RESOURCES LIMITED A.C.N. 006 045 790

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Variable “A” in Listing Rule 7.1A.2
			Dilution
		$0.0005 50% decrease in Issue Price	$0.0010 Issue Price	$0.0015 50% increase in Issue Price
Current Variable A 2,598,560,131 Shares	Shares issued	259,856,013 New Shares	259,856,013 New Shares	259,856,013 New Shares
	Funds raised	$129,928	$259,856	$389,784
50% increase in current Variable A 3,897,840,196 Shares	Shares issued	389,784,019 New Shares	389,784,019 New Shares	389,784,019 New Shares
	Funds raised	$194,892	$389,784	$584,676
100% increase in current Variable A	Shares issued	519,712,026 New Shares	519,712,026 New Shares	519,712,026 New Shares
5,197,120,262 Shares	Funds raised	$259,856	$519,712	$779,568

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Facility.

2. No Options are exercised into Shares before the date of the issue of the Equity Securities.

3. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

4. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

5. The table shows only the effect of issued of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

6. The issue of Equity Securities under the 10% placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

7. The issue price is $0.001, being the closing price of the Shares on ASX on 7 September 2018.

8. The share numbers are based on a pre-consolidation basis.

c. Issue Period

If Shareholders approve Resolution 5, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Facility under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:

• i. The date that is 12 months after the date of the Annual General Meeting; and

• ii. The date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature of scale of activities) or 11.2 (disposal of main undertaking).

• (the Additional 10% Placement Period).

The Company will only issue and allot Equity Securities under the Additional 10% Placement Facility during the Additional 10% Placement Period.

d. Purpose of Issues

The Company may seek to issue the Equity Securities for the following purposes:

• i. Non-cash consideration for the acquisition of the new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

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CULLEN RESOURCES LIMITED A.C.N. 006 045 790

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• ii. Cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will provide further information at the time of issue of any Equity Securities under the Additional 10% Placement Facility in compliance with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A.

• e. Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the Additional 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• i. the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issues in which existing security holders can participate;

• ii. the effect of the issue of the Equity Securities on the control of the Company;

• iii. the financial situation and solvency of the Company; and

• iv. advice from corporate, financial and broking advisers (if applicable).

• f. Previous issues

The Company has previously obtained Shareholder approval under Listing Rule 7.1A and has not issued any Equity Securities pursuant to Listing Rule 7.1A in the 12 months preceding the date of the Annual General Meeting.

In accordance with listing rule 7.3A.6(a) details of the total number of equity securities issued in the past 12 months preceding the date of the meeting and the percentage those issues represent of the total number of equity securities on issue at the commencement of the 12 month period are as follows:

Equity securities issued in prior 12 month period	597,000,000
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	29.83%

The specific details for each of the issues during the 12 month period are as follows:

Issue 1 during the 12 month period:

Date of Issue	27 November 2017
Number issued:	597,000,000
Type of Equity;	Fully paid ordinary shares which ranked pari passu with existing fully paid shares on issue
Summary of Terms:	Shareholder Share Purchase Plan
Names of Persons who received securities:	Shareholders
Price:	0.1 cents per share
Discount to market:	Approximatelya 15%discount
Total cash consideration:	$597,000 which has been spent on exploration expenditure and working capital
Intended use of remaining cash	Not applicable

g. Voting exclusion statement

A voting exclusion statement for Resolution 5 is included in the Notice of Annual General Meeting preceding this Explanatory Statement.

At the date of the Notice of Annual General Meeting, the Company has not approached any particular existing security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. Accordingly, the proposed allottees of any Equity Securities under the Additional 10% Placement Facility are not as yet known or identified.

In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity securities issued under the Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

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CULLEN RESOURCES LIMITED A.C.N. 006 045 790

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No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

Board Recommendation

The Board believes that the Additional 10% Placement Facility is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the company’s share capital during the next 12 months. Accordingly, the Board unanimously recommend that Shareholders approve Resolution 5.

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CULLEN RESOURCES LIMITED A.C.N. 006 045 790

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APPOINTMENT OF PROXY

I/We …………………………………………………………………………………………………………………………………………………………

of……………………………………………………………………………………………………………………………………………………………

being a member/members of Cullen Resources Limited hereby appoint

The Chairman of Write the name of the person you are appointing if The meeting this person is someone other than the Chairman of (mark with an ‘X”) OR 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 23 October 2018 at 11.00 a.m. and at any adjournment of that meeting.

IMPORTANT: If you appoint a proxy, we encourage you to direct your proxy how to vote on each item of business.

Important for Resolution 2 (Adoption of Remuneration Report) - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default and you do not mark any of the boxes in step 2 below on Resolution 2 you will be deemed to have directed the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions as set out below and in the Notice of Meeting even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel. Please note you can direct the Chairman of the Meeting to vote for, against or abstain from voting on Resolution 2 by marking the appropriate box in step 2 below. The Chairman of the Meeting intends to vote in favour of each item of business.

Voting directions to your proxy – please mark “X” to indicate your directions

Resolution	Resolution	For	Against	Abstain
2.	Adoption of Remuneration Report.	*	*	*
3.	Re- election of Mr J Horsburgh	*	*	*
4.	Share consolidation	*	*	*
5.	Approval of additional 10% placement facility.	*	*	*

Signed this …………………………………… Individual Securityholder 1 Individual/Sole Director	……………………………………… day of …… Securityholder 2 Director	………………….……………………. 2018. Securityholder 3
		Director/Company Secretary

This form must be signed by the securityholder. If a joint holding, either security holder may sign. If signed by the securityholder’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).

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CULLEN RESOURCES LIMITED A.C.N. 006 045 790

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INSTRUCTIONS FOR COMPLETION OF PROXY FORM

Appointing a proxy

A shareholder who is entitled to attend and vote can appoint a proxy to attend and vote at the Annual General Meeting on their behalf. A proxy need not be a shareholder of the Company.

A shareholder 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. If proportions or numbers are not specified, each proxy may exercise half the available votes.

You may complete and return the Appointment of Proxy included with this Notice. If you require a second proxy form, please contact the Company Secretary or you may copy the Proxy Form.

If you do not provide proxy instructions electronically, proxy forms may be lodged by mail, by hand or by facsimile in accordance with the instructions on the Proxy form.

For an appointment of a proxy to be effective, the Proxy form must be received at its registered office, Unit 4, 7 Hardy Street, South Perth WA 6151, or received by facsimile on +61 8 9474 5588 by not later than 11.00am (AEDST) on Sunday, 21 October 2018.

Corporate Shareholders

Corporate shareholders wishing to appoint a representative to attend the meeting on their behalf must provide that person with a property executed letter confirming that they are authorised to act as the company’s representative. The authorisation may be effective either for this meeting only or for all meetings of the Company.

Eligibility to vote at the meeting

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined, for the purposes of voting entitlements at the meeting, that Cullen shares are taken to be held by those shareholders registered at 7:00pm (AEDST) on Sunday, 21 October 2018. Accordingly, only those persons will be entitled to attend and vote at the meeting.

How undirected proxies held by the Chairman of the meeting will be voted

If you appoint the Chair of the Meeting as your proxy and you do not specify in the proxy form the manner in which you wish the Chair to vote on the resolutions to be considered at the meeting, you will be deemed to have directed the Chair to vote in accordance with the voting intentions of the Chair to vote in favour of all resolutions.

If you appoint the Chair of the Meeting as your proxy and wish to direct the Chair how to vote on some or all of the resolutions to be considered at the Meeting, you must complete the directed proxy part of the proxy form (Step 2 on the proxy form).

In either case, if you appoint the Chair of the Meeting as your proxy, you acknowledge and agree that the Chair may vote in favour of Resolution 2 for the adoption of the remuneration report even though it is connected with the remuneration of a member of key management personnel.

The Directors encourage all shareholders who submit proxies to direct their proxy how to vote on each resolution.

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