CULLEN RESOURCES LIMITED — Interim / Quarterly Report 2005

Oct 28, 2004

Appendix 5B

$Rule 5.3$

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98.

Name of entity

CULLEN RESOURCES LIMITED

ABN

46 006 045 790

Quarter ended ("current quarter") 30 September 2004

Consolidated statement of cash flows

Cash flows related to operating activities		Current quarter \$A'000	Year to date $\binom{3}{2}$ months) \$A'000
1.1		Receipts from product sales and related debtors
1.2	Payments for	(a) exploration and evaluation (b) development (c) production (d) administration	(298) (85)	(298) (85)
1.3	Dividends received
1.4		Interest and other items of a similar nature received	12	12
1.5	Interest and other costs of finance paid
1.6 1.7	Income taxes paid Other (provide details if material)
	Net Operating Cash Flows		(371)	(371)
	Cash flows related to investing activities
1.8	Payment for purchases of:	(a)prospects
		(b) equity investments
		(c) other fixed assets	(5)	(5)
1.9	Proceeds from sale of:	(a)prospects
		(b) equity investments
	Loans to other entities	(c)other fixed assets
1.10 1.11	Loans repaid by other entities
1.12	Other (provide details if material) - Security Deposit		10	10
	Net investing cash flows		5	5
1.13	forward)	Total operating and investing cash flows (carried	(366)	(366)

⁺ See chapter 19 for defined terms.

1.13	Total operating and investing cash flows (brought forward)	(366)	(366)
	Cash flows related to financing activities
1.14	Proceeds from issues of shares, options, etc.
1.15	Proceeds from sale of forfeited shares
1.16	Proceeds from borrowings
1.17	Repayment of borrowings
1.18	Dividends paid
1.19	Other share issue expenses
	Net financing cash flows
	Net increase (decrease) in cash held	(366)	(366)
1.20	Cash at beginning of quarter/year to date	1,066	1,066
1.21	Exchange rate adjustments to item 1.20
1.22	Cash at end of quarter	700	700

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

		Current quarter \$A'000
1.23	Aggregate amount of payments to the parties included in item 1.2	125
1.24	Aggregate amount of loans to the parties included in item 1.10
1.25	Explanation necessary for an understanding of the transactions

Non-cash financing and investing activities

$2.1$ Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

$\overline{a}$

$2.2$ Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

⁺ See chapter 19 for defined terms.

Financing facilities available
Add notes as necessary for an understanding of the position.

		Amount available \$A'000	Amount used \$A'000
3.1	Loan facilities
3.2	Credit standby arrangements

Estimated cash outflows for next quarter

		\$A'000
4.1	Exploration and evaluation	250
4.2	Development	$\mathbf{r}$
		250
	Total

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.		Current quarter \$A'000	Previous quarter \$A'000
Cash on hand and at bank 5.1		700.	1,066
5.2	Deposits at call
5.3	Bank overdraft
5.4	Other (provide details)
	Total: cash at end of quarter (item 1.22)	700	1,066

Changes in interests in mining tenements

		Tenement reference	Nature of interest (note (2))	Interest at beginning of quarter	Interest at end of quarter
6.1	Interests in mining tenements relinquished, reduced or lapsed
6.2	Interests in mining tenements acquired or increased

⁺ See chapter 19 for defined terms.

Issued and quoted securities at end of current quarter
Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Doodspaar shaabo rato o shaabat ana ary roodisiphon or oarromon ngna togodha man phoad ana batoo.	Total number	Number quoted	price Issue per security (see note $3)$ (cents)	Amount paid up per security (see note 3) (cents)
7.1	Preference + securities (description)
7.2	Changes during quarter (a) Increases through issues (b) Decreases
	through returns of capital, buy-backs, redemptions
7.3	+Ordinary securities	320,981,282	320,981,282
7.4	Changes during quarter (a) Increases through issues
	(b) Decreases through returns of capital, buy-backs
7.5	+Convertible debt securities (description)
7.6	Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7	Options (description and conversion factor)	10,000,000 3,500,000 2,000,000		Exercise price \$0.04 \$0.05 \$0.08	Expiry date 30 November 2004 17 January 2006 17 January 2006
7.8	Issued during quarter
7.9	Exercised during quarter
7.10 7.11	Expired during quarter Debentures
7.12	(totals only) Unsecured notes
	(totals only)

⁺ See chapter 19 for defined terms.

Compliance statement

• $\mathbf{I}$ This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Law or other standards acceptable to ASX (see note 4).
• $\overline{\mathcal{L}}$ This statement does give a true and fair view of the matters disclosed.

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

Print name: Wayne Kernaghan

Notes

• $\begin{array}{c}\n\end{array}$ The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
• $\overline{2}$ The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.
• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.
• $\overline{4}$ The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.
• Accounting Standards ASX will accept, for example, the use of International 5 Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

$\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ a

⁺ See chapter 19 for defined terms.