CULLEN RESOURCES LIMITED — Capital/Financing Update 2004

Dec 23, 2004

CULLEN RESOURCES LIMITED

A.C.N.006045790 ABN 46006045790

Level 4. 118 Christie Street St Leonards NSW 2065 P.O. Box 23, St. Leonards, 1590, Australia Telephone: (612) 9437 4588 Fax: (612) 9437 4599 info@cullenresources.com.au Email: Website: www.cullenresources.com.au

24 December 2004

The Listing Manager Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir,

Placement of New Ordinary Shares and Appendix 3B

Cullen Resources limited ("Cullen") has today undertaken a placement of 32,875,000 new Ordinary Shares to clients of Kefu Underwriters Pty Limited and other sophisticated investors. The issue price of the placement was 4 cents per share, raising a total of \$1,315,000 for the Company before expenses. The funds will be used to expand exploration programmes at the Wonganoo Nickel and Killaloe Gold Projects commencing in the First Quarter of 2005 and to supplement working capital.

Please find attached an Appendix 3B and in accordance with the requirements of ASIC Class Order 02/1180, the company confirms that there is no information of the kind that would be required to be disclosed under sub-section 713(5) of the Corporations Act if a prospectus were to be issued by the company in reliance on Section 713 of the Corporations Act.

Yours faithfully Cullen Resources Limited

Wayne Kernaghan Company Secretary

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.

Name of entity

Cullen Resources Limited

ABN

46 006 045 790

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 ⁺securities issued or to be issued

Fully paid ordinary shares

32,875,000 fully paid shares

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

⁺ See chapter 19 for defined terms.

$\overline{4}$ 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 $\bullet$
• 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

4.0 cents

Working capital

Purpose of the issue $\overline{6}$ (If issued as consideration for the acquisition of assets, clearly identify those assets)

$\overline{\overline{z}}$ Dates of entering *securities into uncertificated holdings or despatch of certificates

Within five days

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

Number	+ Class
364,056,282	Ordinary shares

Yes

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

Number	+ Class
3,500,000	Options exercisable at
	\$0.05 expiring 17/1/06
2,000,000	Options exercisable at
	\$0.08 expiring 17/1/06
8,000,000	Options exercisable at
	\$0.04 expiring
	30/11/07

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

Part 2 - Bonus issue or pro rata issue

11	holder security approval Is required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the "securities will be offered
14	Class of securities to which the offer relates
15	*Record determine date 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	date оf Closing for receipt acceptances or renunciations

$\overline{\text{+ See chapter 19}}$ for defined terms.

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	any handling of fee Amount 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.

How do *security holders dispose 32 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 (tick one)
(a)	Securities described in Part 1
$\left(\mathbf{b}\right)$	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)

Tick to indicate you are providing the information or

Additional securities forming a new class of securities

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

$\overline{\text{+ See chapter 19}}$ for defined terms.

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 $\bullet$
• 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 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

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may 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 $\bullet$ not 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 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ 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.

Sign here:	********
	(Director/Company secretary)

Date: 24 December 2004.....

Wayne Kernaghan Print name:

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⁺ See chapter 19 for defined terms.