CULLEN RESOURCES LIMITED — Capital/Financing Update 2006

Dec 14, 2006

CULLEN RESOURCES LIMITED

A.C.N. 006 045 790 AB.N.46006045790

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

15 December 2006

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

Dear Sir,

Appendix 3B

Please find attached an Appendix 3B for the placement of 34,000,000 ordinary shares in the company to clients of Southern Cross Equities, Argonaut Securities and Hartleys at \$0.03 each raising \$1,020,000 before expenses.

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 subsection $713(5)$ 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 17796. 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).

	+ Class of + securities issued or to be issued	Fully paid ordinary shares $\left( i\right)$ (ii) Unlisted options
$\mathfrak{D}$	Number of "securities issued or to be issued (if known) or maximum number which may be issued	$\left( i\right)$ 34,000,000 fully paid shares 8,000,000 unlisted options (ii)
3	Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for conversion)	4,000,000 options exercisable at 5 cents expiring $28/2/2010$ subject to vesting conditions based on time. 4,000,000 options exercisable at 8 cents expiring 28/2/2010 subject to vesting conditions based on time.

⁺ See chapter 19 for defined terms.

$\boldsymbol{4}$ 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
• 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
• Issue price or consideration $\bar{\mathbb{S}}$

• 3 cents $(i)$ $(ii)$ Nil
• Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)

Exploration and working capital

$\overline{7}$ Dates of entering *securities into uncertificated holdings or despatch of certificates

$(i)15$ December 2006 (ii)30 November 2006

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

Number	+ Class
452,039,763	Ordinary shares

⁺ See chapter 19 for defined terms.

		Number	* Class
9	Number tclass and οf аĦ "securities not quoted on ASX (including the securities in clause) 2 if applicable)	8,000,000	Options exercisable at \$0.04 expiring 30/11/07
		500,000	Options exercisable at \$0.05 expiring 28/2/10
		4,000,000	Options exercisable at \$0.05 expiring 28/2/10 Subject to vesting conditions
		4,000,000	Options exercisable at \$0.08 expiring 28/2/10 subject to vesting conditions
10	Dividend policy (in the case of a $N/A$ المعاملات المساحي والمستحدث

trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is. required?
$12 \overline{ }$	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	determine *Record 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

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

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: rufe 7.7.

19 Closing date for receipt of acceptances or renunciations

⁺ 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 fee Amount of 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 $\mathbf{a}$ 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 (tick one)
	(a) $\vert$ Securities described in Part 1
	All other securities $(b)$ 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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 ⁺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 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, and 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

• $\mathbf{1}$ *Quotation 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 eatily 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: 15 December 2006.....

Print name:

Wayne Kernaghan

$\frac{\partial \mathcal{L}{\text{max}}}{\partial \mathcal{L}{\text{max}}} = \frac{\partial \mathcal{L}{\text{max}}}{\partial \mathcal{L}{\text{max}}} = \frac{\partial \mathcal{L}{\text{max}}}{\partial \mathcal{L}{\text{max}}}$

⁺ See chapter 19 for defined terms.