CULLEN RESOURCES LIMITED — Capital/Financing Update 2018

Nov 21, 2018

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ABN 46 006 045 790

22 November 2018

PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE SECTION 708AA NOTICE

Cullen Resources Limited (ASX: CUL) ( Cullen or the Company ) has today announced a pro-rata non-renounceable rights issue on a 1-for-2 basis of up to approximately 59,057,490 new fully paid ordinary shares ( New Shares ) at an issue price of $0.02 per share ( Offer or Rights Issue ).

The Offer will be made to holders of ordinary shares in the Company with a registered address in Australia or New Zealand ( Eligible Shareholders ) as at at 7.00pm (Melbourne time) on 27 November 2018 ( Record Date ). Eligible Shareholders have the right to take up one new share for every two shares held as at the Record Date ( Entitlement ).

The Offer is not underwritten. If following the close of the Offer a shortfall remains ( Shortfall ), the Company will place the Shortfall at its discretion within three months of the close of the Offer, subject to the Corporations Act 2001 (Cth) ( Act ) and the ASX Listing Rules. Eligible Shareholders have the ability to apply for Shortfall shares at the same time of accepting their Entitlement under the Rights Issue.

The Company provides the following information in accordance with section 708AA(2)(f) of the Act:

• a) The New Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Act;

• b) This notice is given under section 708AA(2)(f) of the Act;

• c) As at the date of this notice, the Company has complied with:

  • a. The provisions of Chapter 2M of the Act as they apply to the Company; and

  • b. Section 674 of the Act;

• d) As at the date of this notice, there is no information that is “excluded information” (as defined in sections 708AA(8) and 708AA(9) of the Act); and

• e) The potential effect the Rights Issue will have on the control of the Company is as follows (based on the issued share capital of the Company as at the date of this notice):

  • a. If all Eligible Shareholders take up their Entitlements under the Rights Issue, the Rights Issue will have no effect on the control of the Company.

  • b. If any Eligible Shareholders do not take up all of their Entitlements, then the interests of those Eligible Shareholders will be diluted.

__________________________________________________________________________________ Unit 4, 7 Hardy Street South Perth | Western Australia 6151 Telephone: +61 8 9474 5511 | Facsimile: +61 8 9474 5588 E-mail: cullen@cullenresources.com.au Website: www.cullenresources.com.au

• c. The proportional interests of shareholders who are not Eligible Shareholders ( Ineligible Shareholders ) will be diluted because those shareholders are not entitled to participate in the Rights Issue.

• d. In the more likely event that there is a Shortfall, Eligible Shareholders who do not subscribe for their full Entitlement under the Rights Issue and Ineligible Shareholders unable to participate in the Rights Issue will be diluted relative to those Eligible Shareholders who subscribe for some or all of their Entitlement and those persons who subscribe for the Shortfall.

• e. Any issue of shares under the Rights Issue (including any Shortfall placement) will be subject to the takeovers prohibition in section 606 of the Act which prohibits a person from acquiring New Shares if such issue will result in their voting power in the Company increasing beyond that allowed by the takeovers prohibition in section 606 of the Act.

Chris Ringrose – Managing Director T: 089 474 5511

• E: cringrose@cullenresources.com.au

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