CULLEN RESOURCES LIMITED — Interim / Quarterly Report 2015

Oct 30, 2014

ABN 46 006 045 790

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QUARTERLY REPORT for the period ended 30 September 2014

www.cullenresources.com.au

ASX Symbol: CUL 31 October 2014

HIGHLIGHTS

• The Manager of the Wyloo Iron Ore JV (Fortescue) reported the following drill intersections from the Wyloo South and Wyloo North, Bedded Iron Prospects (Cullen 49%)

• 75m @ 61.3% Fe from 34m in WS0052 (WYLOO South) and 17m @ 55.6% Fe from 116m

• 31m @ 60.0% Fe from 8m in WS0057

• 58m @ 60.6% Fe from 0m in WS0058

• 30m @ 61.0% Fe from 6m in WS0059 and

• 66 m @ 60.3% Fe from 0m in WN0145 (WYLOO North)

• 44 m @ 62.9% Fe from 28m in WN0146

• The Manager of the Mt Stuart Iron Ore JV (Cullen 30%) reported drill results targeting Channel Iron Deposits including:

• 8.0m @ 56.53% Fe from 2m in CBRC0369 (Cardo Bore);

• 6.0m @ 55.32% Fe from surface in CWRC0530 (Catho Well); and,  6.0m @ 55.62% Fe from 6m in CWRC0531 (Catho Well)

• At Mt Eureka, Cullen’s interpretation suggests known nickel sulphide mineralisation at “AK47” prospect and the Camelwood-Musket-Cannonball nickel sulphide mineralisation, of Rox Resources Limited, are at similar stratigraphic horizons some 25km apart - this interpretation will dictate the focus for further nickel sulphide exploration by Cullen

• During the Quarter, Cullen initiated a Rights Issue which closed on 9 October and raised $538,700 (as announced to the ASX on 14 October 2014)

• On 23 October 2014, Cullen provided an update to the ASX for the Mt Stuart Iron Ore Joint Venture (MSIOJV) describing the objectives and context of a revised programme and budget of $3.3m (Cullen’s share 30%) for FY 2014-2015

Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

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REGISTERED OFFICE : Unit 4, 7 Hardy Street, South Perth WA 6151 Telephone : 089 474 5511; FAX : 089 474 5588 Contact : Dr. Chris Ringrose, Managing Director: email: cringrose@cullenresources.com.au

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

WEST PILBARA, W. A. – Iron

Mt Stuart Iron Ore Joint Venture, West Pilbara - Cullen 30% iron ore rights

The Mt Stuart Iron Ore Joint Venture (ELs 08/1135, 1292, 1330, 1341 and MLA’s 08/481,482) is between Cullen Exploration Pty Ltd - 30% and contributing, and API Management Pty Ltd (“API”) - 70%. The shareholders of API are the parties to the unincorporated joint venture known as the Australian Premium Iron Joint Venture (APIJV). The participants in the APIJV are: Aquila Steel Pty Ltd 50% (the ultimate owners of which are Baosteel Resources Australia Pty Ltd (85%) and Aurizon Operations Limited (15%)); and AMCI (IO) Pty Ltd 50% (the ultimate owners of which are AMCI Investments Pty Ltd (51%) and Posco WA Pty Ltd (49%)). Baosteel and Posco are subsidiaries of major steel producers in China and Korea respectively.

The Manager has provided the following report:

“MOUNT STUART IRON ORE JOINT VENTURE SUMMARY OF ACTIVITIES QUARTER ENDED 30 SEPTEMBER 2014

HIGHLIGHTS

• There were no significant safety incidents reported during the quarter;

• A total of 48 RC drill holes for 1,722m were completed;

• Native Title agreement processes continued;

• Compliance activities were carried out in respect of mine environmental approval and licence conditions; and

• A revised programme and budget for FY2014-15 was approved (refer to Cullen ASX announcement 23 October 2014).

Additional detail is provided hereunder

EXPLORATION

Exploration work continued targeting Channel Iron Deposits (CID) and included infill RC drilling across the Mount Stuart Iron Ore Joint Venture (MSIOJV) project area (Figure 1).

A total of 48 RC drill holes for 1,722m were completed with drilling targeting CID mineralisation formed by the alluvial and chemical deposition of iron rich sediments in palaeo-river channels. Better RC drill assays received from drilling targeting outcropping and buried CID include (≥ 5m thick):

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Cardo Bore

o 8.0m @ 56.53% Fe from 2m in CBRC0369

Catho Well

• 6.0m @ 55.32% Fe from surface in CWRC0530

• 6.0m @ 55.62% Fe from 6m in CWRC0531.

Intercepts are true widths and calculated for greater than 54% Fe.

A full set of better intercepts (intercepts ≥ 5m thick) are reported in Table 1. Figure 2 and 3 show the location of drill holes. Table 2 (Appendix) contains all drill results. Results confirm previous geological interpretations and mineralised intercepts at the Catho Well Deposit and the Cardo Bore prospect.

Infill drilling at the Catho Well Deposit is scheduled to commence next Quarter. The programme has been designed to increase confidence in the Mineral Resource estimate. On completion of the drilling programme the Mineral Resource estimate will be revised.

Competent Person Statement

Exploration Results

The information in this report that relates to exploration results is based on information compiled by Mr Stuart Tuckey, who is a Member of The Australasian Institute of Mining and Metallurgy and is a fulltime employee of API Management Pty Ltd. Mr Tuckey has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Tuckey consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Table 1 – Better Drilling Intercepts Received – September 2014 Quarter

Prospect	Site ID	Easting	Northing	RL	Depth **From **	Intercept	Al2O3%	SiO2%	P%	S%	LOI1000%	Hole **Depth **
Cardo Bore	CBRC0369	417608	7544255	228	2	8.0m@56.53%Fe	3.98	3.37	0.045	0.028	10.98	52
Catho Well	CWRC0530	428987	7519607	183	0	6.0m@55.32%Fe	4.05	6.38	0.083	0.026	9.79	46
Catho Well	CWRC0531	428958	7519579	192	6	6.0m@55.62% Fe	3.45	6.38	0.089	0.031	10.01	34

All drill holes targeting CID were drilled vertically. All co-ordinates are in MGA94 Zone 50.

Intercepts are true widths ≥ 5m thick and calculated using a 54% Fe cut-off.

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

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Figure 1 – Location Plan
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Figure 2 – Cardo Bore Drill Hole Locations

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

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Figure 3 – Catho Well Drill Hole Locations

FEASIBILITY & COMPLIANCE Environmental

Environmental compliance activities continued which included groundwater monitoring in accord with licence requirements.

A Groundwater Drawdown Monitoring Plan was submitted to the OEPA.

Land Management

Implementation of the KM Native Title Agreement continued. The finalization of the PKKP Native Title Agreement is progressing. Each of these leads to authority for grant of the Project Mining Leases.

Heritage surveys are being planned to cover areas around the Catho Well deposit required for further resource definition work, including an extension to the estimated resource area (refer Cullen ASX Announcement 23 October 2014).

.

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

APPENDIX

Table 2 – Drilling Intercepts Received – September 2014 Quarter

Prospect	Site ID	Easting	Northing	RL	Depth **From **	Intercept	Al2O3%	SiO2%	P%	S%	LOI1000%	Hole **Depth **
Cardo Bore	CBRC0356	417460	7545206	127	0	2.0m @ 54.10% Fe	7.10	5.83	0.043	0.024	9.17	28
Cardo Bore	**CBRC0357 **	**417882 **	7546014	230	Results below intercept cut-off							46
Cardo Bore	CBRC0360	419200	7545145	274	Results below intercept cut-off							40
Cardo Bore	**CBRC0361 **	419003	7544941	277	2	2.0m @ 56.07% Fe	**3.82 **	6.15	0.076	0.030	9.27	40
Cardo Bore	**CBRC0362 **	418853	7544845	**201 **	Results below intercept cut-off							40
Cardo Bore	CBRC0363	418369	7544517	200	Results below intercept cut-off							46
Cardo Bore	**CBRC0364 **	418343	7544859	244	0	4.0m @ 54.90% Fe	4.21	8.72	**0.067 **	0.038	7.75	**52 **
Cardo Bore	**CBRC0364 **	418343	7544859	244	**34 **	2.0m @ 54.53% Fe	5.14	**6.67 **	0.133	0.008	**9.51 **	**52 **
Cardo Bore	CBRC0365	**418134 **	7544973	240	2	2.0m @ 54.54% Fe	**3.87 **	7.69	0.058	0.027	10.10	58
Cardo Bore	CBRC0366	417955	7545044	259	0	2.0m @ 54.04% Fe	4.56	8.78	0.046	0.028	8.30	58
Cardo Bore	**CBRC0367 **	417611	7544798	241	24	2.0m @ 55.33% Fe	3.93	5.10	0.105	0.006	10.80	40
Cardo Bore	CBRC0368	417708	7544263	174	0	2.0m @ 54.63% Fe	4.26	4.75	0.038	0.019	11.40	**34 **
Cardo Bore	CBRC0369	417608	7544255	228	2	8.0m @ 56.53% Fe	3.98	**3.37 **	0.045	0.028	10.98	**52 **
Cardo Bore	CBRC0370	417498	7544256	223	0	2.0m @ 54.79% Fe	4.36	4.60	**0.067 **	0.166	10.60	**52 **
Cardo Bore	CBRC0371	417403	7544289	219	Results below intercept cut-off							58
Cardo Bore	CBRC0372	417308	7544285	223	Results below intercept cut-off							58
Catho Well	CWRC0530	**428987 **	**7519607 **	183	0	6.0m @ 55.32% Fe	4.05	6.38	0.083	0.026	9.79	46
Catho Well	**CWRC0531 **	428958	7519579	**192 **	6	6.0m @ 55.62% Fe	3.45	6.38	0.089	**0.031 **	**10.01 **	**34 **
Catho Well	**CWRC0532 **	428916	7519509	196	Results below intercept cut-off							**34 **
Catho Well	CWRC0533	429000	7519498	**182 **	Results below intercept cut-off							**34 **
Catho Well	**CWRC0534 **	**428692 **	7519413	195	0	2.0m @ 54.57% Fe	3.80	8.68	0.108	0.021	8.72	28
Catho Well	CWRC0535	428798	**7519402 **	**201 **	0	2.0m @ 54.03% Fe	**6.32 **	**8.31 **	0.065	0.021	7.36	40
Catho Well	CWRC0535	428798	**7519402 **	**201 **	8	2.0m @ 57.26% Fe	3.40	**5.52 **	0.098	0.021	8.43	40
Catho Well	CWRC0536	428900	**7519404 **	177	2	2.0m @ 55.01% Fe	5.41	6.14	0.074	0.019	8.89	**34 **
Catho Well	**CWRC0537 **	428842	7519328	178	4	2.0m @ 56.56% Fe	3.89	7.66	0.070	**0.034 **	6.96	28
Catho Well	CWRC0538	428699	**7519282 **	275	2	2.0m @ 55.55% Fe	5.89	4.95	0.060	0.059	9.00	28
Catho Well	CWRC0539	428603	**7519194 **	272	Results below intercept cut-off							28
Catho Well	CWRC0540	**428597 **	**7519104 **	276	Results below intercept cut-off							28
Catho Well	CWRC0541	428512	7519110	277	14	4.0m @ 55.60% Fe	**3.92 **	**5.31 **	0.108	0.018	10.44	28
Catho Well	CWRC0542	**428401 **	7519113	**284 **	Results below intercept cut-off							28
Catho Well	CWRC0543	428311	7519109	**282 **	Results below intercept cut-off							28
Catho Well	CWRC0544	428229	7519117	277	Results below intercept cut-off							28
Catho Well	CWRC0545	**428687 **	7519200	225	Results below intercept cut-off							28
Catho Well	CWRC0546	**428804 **	7519193	223	Results below intercept cut-off							28
Catho Well	CWRC0547	428742	7519086	222	Results below intercept cut-off							28
Catho Well	CWRC0548	428706	7519011	222	Results below intercept cut-off							28
Catho Well	CWRC0549	**428764 **	**7518937 **	225	Results below intercept cut-off							28
Catho Well	CWRC0550	**428594 **	7518925	276	10	2.0m @ 54.77% Fe	5.22	7.18	0.069	0.018	8.58	**34 **
Catho Well	**CWRC0551 **	**428602 **	7519023	286	Results below intercept cut-off							28
Catho Well	**CWRC0552 **	**428501 **	**7519004 **	274	Results below intercept cut-off							**34 **
Catho Well	CWRC0553	428498	**7518934 **	225	Results below intercept cut-off							**34 **
Catho Well	**CWRC0554 **	428393	7518985	212	Results below intercept cut-off							**34 **
Catho Well	CWRC0555	428399	7518924	269	Results below intercept cut-off							28
Catho Well	CWRC0556	428258	7519013	268	14	2.0m @ 55.61% Fe	3.79	8.22	0.053	0.012	7.93	**34 **
Catho Well	**CWRC0557 **	428306	7518911	**264 **	Results below intercept cut-off							**34 **
Catho Well	CWRC0558	**428187 **	7518999	259	0	2.0m @ 54.42% Fe	3.70	9.76	0.038	0.008	8.09	**34 **
Catho Well	CWRC0559	**428097 **	7518998	**202 **	2	2.0m @ 54.04% Fe	**4.01 **	9.45	0.046	0.010	8.40	28
Catho Well	CWRC0560	428096	7518927	259	Results below intercept cut-off							**34 **
Catho Well	**CWRC0561 **	428090	7519098	253	0	2.0m @ 54.80% Fe	4.44	9.12	0.048	0.014	7.38	28
Catho Well	**CWRC0562 **	**428097 **	7519180	263	Results below intercept cut-off							22

All drill holes targeting CID were drilled vertically. All co-ordinates are in MGA94 Zone 50.

Intercepts are true widths ≥ 2m thick and calculated using a 54% Fe cut-off.

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

JORC Code, 2012 Edition – Table 1

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code explanation	Commentary
Sampling	 Nature and quality of sampling (eg cut channels, random chips, or	Samples for analysis were collected every 2m down hole directly from
techniques	specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma	the cyclone after passing through a three tier riffle splitter mounted on the RC drilling rig. Each sample represented 12% (by volume) of the
	sondes, or handheld XRF instruments, etc). These examples should	drilling interval with an average weight of 4kg for a 2m interval.
	not be taken as limiting the broad meaning of sampling.	Standards and duplicates were inserted into the sample sequence at
	 Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	the rate of 1 in 50 samples, i.e. every 25th sample was a standard or a duplicate. These samples were used to test the precision and accuracy of the sampling method and laboratory analysis.
	 Aspects of the determination of mineralisation that are Material to the Public Report.	Sample analysis was completed by SGS Laboratories in Welshpool, WA. Samples were sent direct to the laboratory, sorted, dried and pulverised using a ring mill.
	 In cases where ‘industry standard’ work has been done this would be relatively simple (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as	Samples were analysed for a suite of elements by X-Ray Fluorescence Spectrometry and gravimetrically for Loss on Ignition (LOI 1000° and LOI 371 °C). Assays were reported to API by email.
	where there is coarse gold that has inherent sampling problems.
	Unusual commodities or mineralisation types (eg submarine nodules)
	may warrant disclosure of detailed information.
Drilling	 Drill type (eg core, reverse circulation, open-hole hammer, rotary air	RC drilling utilised a 5 ¼” face sampling hammer.
techniques	blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other
	type, whether core is oriented and if so, by what method, etc).
Drill	 Method of recording and assessing core and chip sample recoveries	Sample recoveries and quality were recorded for each sampling
sample recovery	and results assessed.  Measures taken to maximise sample recovery and ensure representative nature of the samples.	interval by the geologist as part of the digital logging system. Samples were classified as dry, damp or wet. Sample recoveries were based on estimates of the size of drill spoil piles and were recorded as a percentage of the expected total sample volume. The majority of
	 Whether a relationship exists between sample recovery and grade and	drilling was completed above the water table and sample recovery
	whether sample bias may have occurred due topreferential loss/gain	estimates of 100% were the norm. The cyclone was cleaned in

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Criteria	JORC Code explanation	Commentary
	of fine/coarse material.	between drill holes to minimise sample contamination. Previous
		twinned hole studies (diamond vs RC) at API project areas indicate
		minimal sample bias using RC drilling techniques.
Logging	 Whether core and chip samples have been geologically and	All RC drill holes were sampled, assayed and geologically logged. All
	geotechnically logged to a level of detail to support appropriate Mineral	data and information was validated prior to being uploaded and
	Resource estimation, mining studies and metallurgical studies.	stored in the API SQL-based geological database in Perth.
	 Whether logging is qualitative or quantitative in nature. Core (or
	costean, channel, etc) photography.
	 The total length and percentage of the relevant intersections logged.
Sub-	 If core, whether cut or sawn and whether quarter, half or all core taken.	Sample recoveries and quality were recorded for each sampling
sampling techniques and sample preparation	 If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.  For all sample types, the nature, quality and appropriateness of the sample preparation technique.	interval by the geologist as part of the digital logging system. Samples were classified as dry, damp or wet. Sample recoveries were based on estimates of the size of drill spoil piles and were recorded as a percentage of the expected total sample volume. The majority of drilling was completed above the existing water table and recoveries
		of 100% were therefore the norm.
	 Quality control procedures adopted for all sub-sampling stages to
	maximise representivity of samples.	Samples for analysis were collected every 2m down hole directly from
	 Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the grain size of the material being sampled.	the cyclone after passing through a three tier riffle splitter mounted on the RC drilling rig. Each sample represented 12% (by volume) of the drilling interval with an average weight of 4kg for a 2m interval. Duplicate samples were collected every 50thsample. Results were compared on receipt of results from laboratory.
Quality of	 The nature, quality and appropriateness of the assaying and laboratory	Sample analysis was completed by SGS Laboratories in Welshpool,
assay data and laboratory tests	procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.	WA. Standards and duplicates were inserted into the sample sequence at the rate of 1 in 50 samples, i.e. every 25th sample was a standard or a duplicate. These samples were used to test the precision and accuracy of the sampling method and / or laboratory analysis. All results show an acceptable level of accuracy and precision.
	 Nature of quality control procedures adopted (eg standards, blanks,
	duplicates, external laboratory checks) and whether acceptable levels

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Criteria	JORC Code explanation	Commentary
	of accuracy (ie lack of bias) and precision have been established.
Verification	 The verification of significant intersections by either independent or	Laboratory performance was monitored by the submission of
of sampling and assaying	alternative company personnel.  The use of twinned holes.  Documentation of primary data, data entry procedures, data	analytical standards and the collection of duplicate samples. Standards and duplicates were inserted into the sample sequence at the rate of 1 in 50 samples, i.e. every 25th sample was a standard or a duplicate. Results from the standard and duplicate samples were
	verification, data storage (physical and electronic) protocols.	monitored for any discrepancies throughout the drill programmes.
	 Discuss any adjustment to assay data.	QA/QC reports were routinely generated by API geological staff and any issues were addressed immediately. QA/QC reporting was
		completed by a Senior Geologist (API). No twinned holes were
		completed during the programme. No adjustments were made to any
		of the results. All data management procedures (field and office) are
		documented.
Location of	 Accuracy and quality of surveys used to locate drill holes (collar and	All drill holes are initially surveyed by handheld GPS and later
data points	down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	surveyed by differential GPS utilising an independent contractor (MGA, Zone 50). Drill hole collar co-ordinates were verified in
	 Specification of the grid system used.	MapInfo GIS software utilising aerial photography as part of API’s routine QA/QC procedures.
	 Quality and adequacy of topographic control.	Topographic coverage of all API projects has been established by
		aerial survey (LIDAR) with a vertical accuracy of ±0.15m.
Data	 Data spacing for reporting of Exploration Results.	Drill hole spacing is sufficient for first pass and infill exploratory drilling
spacing and distribution	 Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral	to establish geological and grade continuity. No sample compositing has been undertaken.
	Resource and Ore Reserve estimation procedure(s) and classifications
	applied.
	 Whether sample compositing has been applied.
Orientation	 Whether the orientation of sampling achieves unbiased sampling of	Ore bodies and the geology described at the RC drilling locations
of data in relation to	possible structures and the extent to which this is known, considering the deposit type.	described in this release are all flat lying. All drill holes were vertical. No sample biasing was observed.
geological	 If the relationship between the drilling orientation and the orientation of
structure	key mineralised structures is considered to have introduced a sampling
	bias, this should be assessed and reported if material.

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Criteria	JORC Code explanation	Commentary
Sample	 The measures taken to ensure sample security.	API and SGS communicate on a regular basis and standard chain of
security		custody paperwork is used. Samples are despatched and transported to the laboratory on a regular basis.
Audits or	 The results of any audits or reviews of sampling techniques and data.	QA/QC procedures and rigorous database validation rules ensures
reviews		sampling and logging data is validated prior to being used by API
		Geologists.
		Independent audits of API’s sampling techniques and QA/QC data
		have been undertaken. Sampling procedures are consistent with
		industry standards. Any inconsistency within the QA/QC dataset were
		investigated and action taken as required. API monitors in house all
		QA/QC data as and when it is received from the laboratory.

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code explanation	Commentary
Mineral	 Type, reference name/number, location and ownership including	The Australian Premium Iron Joint Venture (APIJV - between Aquila
tenement and	agreements or material issues with third parties such as joint ventures,	Steel Pty Ltd and AMCI (IO) Pty Ltd), the Red Hill Iron Ore Joint
land tenure status	partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.  The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	Venture (RHIOJV - between API and Red Hill Iron Limited) and the Mt Stuart Iron Ore Joint Venture (MSIOJV – between API and Cullen Exploration Pty Ltd) and the Yalleen Project (Helix Resources – royalty) collectively comprise the broader West Pilbara Iron Ore Project (WPIOP), with each joint venture managed by API
		Management Pty Ltd (API).
Exploration	 Acknowledgment and appraisal of exploration by other parties.	No other mineral exploration for iron ore has taken place by any other
done by other parties		parties on any of the project areas during the Quarter mentioned in this report. Exploration work completed by API prior to this report has been summarised in previous ASX releases.
Geology	 Deposit type, geological setting and style of mineralisation.	Work during the Quarter focussed on exploration for outcropping and
		buried Channel Iron Deposits (CID).
		o CID has been formed by the alluvial and chemical deposition of
		iron rich sediments inpalaeo-river channels after erosion and

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Criteria	JORC Code explanation	Commentary
		weathering of lateratised Hamersley Group sediments.
Drill hole	 A summary of all information material to the understanding of the	Drill hole information is attached in Table 2. All drill holes targeting
Information	exploration results including a tabulation of the following information for all Material drill holes:	CID were drilled vertically.
	o easting and northing of the drill hole collar
	o elevation or RL (Reduced Level – elevation above sea level in
	metres) of the drill hole collar
	o dip and azimuth of the hole
	o down hole length and interception depth
	o hole length.
	 If the exclusion of this information is justified on the basis that the
	information is not Material and this exclusion does not detract from the
	understanding of the report, the Competent Person should clearly
	explain why this is the case.
Data	 In reporting Exploration Results, weighting averaging techniques,	Intercepts in “Table 1 – Better Drilling Intercepts Received –
aggregation methods	maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	September 2014 Quarter” are shown are for intercepts ≥ 5m thick using a 54% Fe cut-off.
	 Where aggregate intercepts incorporate short lengths of high grade
	results and longer lengths of low grade results, the procedure used for
	such aggregation should be stated and some typical examples of such
	aggregations should be shown in detail.
	 The assumptions used for any reporting of metal equivalent values
	should be clearly stated.
Relationship	 These relationships are particularly important in the reporting of	Due to the shallow depth of drill holes and the horizontal stratigraphy
between	Exploration Results.	of the CID it was not considered a requirement to complete down
mineralisation widths and	 If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.	hole orientation surveys. Mineralisation in each of the areas reported in flat lying and only true mineralisation widths are reported.
intercept	 If it is not known and only the down hole lengths are reported, there
lengths	should be a clear statement to this effect (eg ‘down hole length, true

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Criteria	JORC Code explanation	Commentary
	width not known’).
Diagrams	 Appropriate maps and sections (with scales) and tabulations of	Maps showing drill hole locations (where assay results are reported)
	intercepts should be included for any significant discovery being	were included in the body of the report.
	reported These should include, but not be limited to a plan view of drill
	hole collar locations and appropriate sectional views.
Balanced	 Where comprehensive reporting of all Exploration Results is not	Due to the amount of drilling data it is not practicable to report all
reporting	practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration	drilling results. Cut-off grades used for intercept reporting is generally based on a natural well-defined boundary that is consistent
	Results.	with how API has previously reported and modelled and reported CID
		mineralisation.
Other	 Other exploration data, if meaningful and material, should be reported	Meaningful and material API exploration data has previously been
substantive	including (but not limited to): geological observations; geophysical	reported and is publically available.
exploration data	survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential
	deleterious or contaminating substances.
Further work	 The nature and scale of planned further work (eg tests for lateral	Work will continue across the WPIOP area next Quarter.
	extensions or depth extensions or large-scale step-out drilling).
	 Diagrams clearly highlighting the areas of possible extensions,
	including the main geological interpretations and future drilling areas,
	provided this information is not commercially sensitive.

“

END OF MANAGER’S REPORT - MSIOJV

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

WEST PILBARA, W.A. – Iron

WYLOO JV – Iron Ore Rights JV with Fortescue Metals Group Ltd (Fortescue) - Fortescue has earned 51% and may earn 80%, then Cullen 20% (FCI to DTM). Cullen retains 100% of Other Mineral Rights - EL08/1393, ELs 47/1154, 1649, 1650, PL 08/556 and MLA 47/1490.

The Wyloo JV project lies just south east of the MSIOJV’s Catho Well Channel Iron Deposit. Fortescue has previously provided a maiden Resource Estimate of 16.9 Mt @ 57.11% Fe , for the Wyloo South Bedded Iron deposit, classified as Inferred and JORC 2004 compliant. Further drilling has been completed during July-August 2014.

The Joint Venture Manager has reported that four holes were drilled at the Wyloo North prospect, targeting mineralisation both in the Brockman and Marra Mamba Iron Formations. At the Wyloo South prospect, twelve holes were completed targeting mineralisation in the Brockman Iron Formation (see following Table).

The Manager has reported that the results from this small programme confirm the potential for further Bedded Iron Deposits ore at both Wyloo South and North and further drilling is planned.

Table 1: RC drill parameters and analytical results from Wyloo North and Wyloo South

HOLEID	EAST	NORTH	RL (m)	Dip	Hole depth (m)	From (m)	Thickness (m)	Fe%	SiO2 %	Al2O3 %	P %	LOI %	Prospect	Tenement
WN0132	455404	7497543	453	‐90	42	No significant mineralisation							Wyloo North	E47/1154
WN0133	455138	7497793	433	‐90	24	No significant mineralisation
WN0145	445660	7503885	387	‐90	156	0	66	60.3	4.2	3.2	0.24	5.6		E47/1650
WN0146	445645	7504108	404	‐90	132	28	44	62.9	3.4	2.1	0.14	4.0
WS0049	455357	7479575	296	‐90	96	No significant mineralisation							Wyloo South	E08/1393
WS0050	457115	7479873	305	‐90	54	No significant mineralisation
WS0051	457313	7479472	302	‐90	102	No significant mineralisation
WS0052	457303	7479655	372	‐90	168	34	75	61.3	3.4	2.8	0.17	5.4
and						116	17	55.6	7.9	2.8	0.28	8.6
WS0053	457684	7479706	388	‐90	84	No significant mineralisation
WS0054	457940	7479920	391	‐90	48	No significant mineralisation
WS0055	457891	7479886	386	‐90	54	No significant mineralisation
WS0056	461011	7481843	460	‐90	84	No significant mineralisation
WS0057	461091	7481832	466	‐90	66	8	31	60.0	4.7	2.1	0.11	7.0
WS0058	461192	7481840	444	‐90	84	0	58	60.6	4.2	2.3	0.12	6.2
WS0059	461115	7481756	469	‐90	66	6	30	61.0	6.3	1.9	0.11	4.0
WS0060	461007	7481638	499	‐90	54	No significant mineralisation

Notes: Significant mineralisation is defined as intervals of >5m thickness with >50% Fe and <10% SiO2 and <5% Al2O3, with maximum internal dilution of 2m; hole coordinates are given in GDA94 MGA Zone 50,

Competent Persons Statement

The detail in this report that relates to Exploration Results is based on information compiled by Mr Stuart Robinson and Mr Nicholas Nitschke. Mr Robinson and Mr Nitschke are all full‐time employees of Fortescue . Each provided technical input for the compilations of the exploration results. Mr Robinson is a Fellow of, and Mr Nitschke is a Member of, the Australasian Institute of Mining and Metallurgy. Mr Robinson & Mr Nitschke have sufficient experience relevant to the type of mineralisation and type of deposit under consideration to each being qualified as a Competent Person as defined in the JORC Code

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Table 1 (Wyloo JV drilling)

JORC Code, 2012 Edition

Section 1: Sampling techniques and data

	Criteria	JORC Code explanation	Comments
	Sampling techniques	Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sonde, or XRF instruments, etc.). These examples should not be taken as limiting the broad meaning of sampling.	Reverse circulation drill chips were collected via splitter at 1m intervals. Samples weighing approximately 1 to 3 kilograms were taken from each 1m interval and taken to a commercial laboratory for XRF analysis.
		Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used	Analytical standards were used to assist in checking laboratory results. Field duplicates were used to assist with determining sampling quality at the rig. Geophysical probes were calibrated on a regular basis using static methods and specific calibration holes. All drill hole locations were determined by survey contractors.
		Aspects of the determination of mineralisation that are material to the Public report In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1m samples from which 3kg was pulverised to produce a 30g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	In 2014, 16 RC drill holes have been drilled within the Joint Venture for a total of 1324m, of which 991m have been sent for analysis. Samples sent for element and analytical work were selected based on potential ore-grade material with a reasonable envelope both above and below this interval. Most holes, where possible, underwent down-hole geophysical logging.

Drilling Drill type (e.g. core, reverse circulation, opentechnique hole hammer, rotary air blast, auger, Bangka, sonic etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method etc.). Drill Sample Method of recording and assessing core and recovery chip sample recoveries and results assessed

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Measurements taken to maximise sample recovery and ensure representative nature of the samples.

Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.

Reverse circulation drill holes of approximately 140mm diameter were completed using a standard face sampling hammer. All drill holes are vertical.

The quality of each sample was recorded by the logging geologist at the time of drilling and categorised as either poor, moderate or good. 91.02% of samples were recorded as good, 3.94% were recorded as moderate, 5.05% were recorded as poor and 0.00% of samples were not recorded.

No major issues with the sample collection system were identified during drilling. Minimal loss of fines was achieved through the use of an automated sample collection and splitting system.

There is assumed to be no expected relationship between sample recovery and grade

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

Criteria		JORC Code explanation			Comments
Logging		Whether core and chip samples have been			Geological logging was completed by
		geologically and geotechnically logged to a			geologists experienced in iron mineralisation.
		level of detail to support appropriate Mineral			The standard of logging is suitable to support
		Resource estimation, mining	studies and		an estimate of Mineral Resources
		metallurgical studies.
		Whether logging is qualitative		or	For RC drill holes: stratigraphy, mineralogy,
		quantitative in nature. Core	(or costean,		chip size, chip shape, chip recovery, hardness,
		channel etc.) photography.			colour, moisture and sample quality were
					recorded chip trays from RC holes were
					collected on an intermittent basis.
		The total length and percentage of		the	100% of RC drill chips were geologically
		relevant intersections logged			logged.
Sub-sampling		If core, whether cut or sawn	and whether		Drilling samples are collected in labelled bags,
techniques	and	quarter, half or all core taken.			which are stored onsite or sent for analysis.
sample					These samples are collected using a cone
preparation					splitter installed directly beneath the cyclone.
					Wet samples are collected using the same
					technique as dry samples, with thorough
					cleaning of sampling system between samples.
					Wet samples are allowed to dry before being
					processed.
		If non-core, whether riffles, tube sampled,			The sample collected from the cone splitter
		rotary split, etc. and whether sampled wet or			represents approximately 6 to 7% of the total
		dry.			sample interval. Cone splitters are the preferred
					splitting system used by Fortescue as they
					generally give the most representative sample
					in both dry and wet conditions.
		For all sample types,	quality and		At the laboratory, samples were weighed, dried
		appropriateness of the sample preparation			and pulverised to 85% passing through 75
		technique.			microns (Genalysis).
		Quality control procedures adopted for		all	Coarse field standards (approximately 1 in 100
		sub-sampling stages to	maximise		samples) and laboratory standards (1 per lab
		representivity of samples.			job) were used as a quality control measure at
					different sub-sampling stages.
		Measures taken to ensure that	the sampling		Rig duplicate samples are taken at an average
		is representative of the in	situ material		of 3 rig duplicate samples per approximately
		collected, including for instance results		for	100 samples sent to the laboratory. An analysis
		field duplicate/second-half sampling.			of these duplicate samples indicates that they
					are of good quality and repeatable.
		Whether sample sizes are appropriate to		the	No formal analysis of the appropriateness of
		grain size of the material being	sampled.		sample size compared to grain size has been
					completed but the sampling regime is
					considered to be industry best practice
		The nature, quality and appropriateness of			All samples were sent to Genalysis laboratories
		the assaying and laboratory procedures used			for analysis. All laboratories have National
		and whether the technique is considered			Association of Testing Authorities, Australia
		partial or total.			(NATA) accreditation. The standard elements
					tested were Fe, SiO2, Al2O3, P, Mn, MgO, CaO,
					TiO2, Na2O, S and K2O by X Ray Fluorescence
					(XRF) and a three point LOI thermo
					gravimetric analysis at 371, 650 and 1000
					degrees Celsius. This is considered a total
					analysis

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Cullen Resources Limited

Criteria		JORC Code explanation		Comments
		For geophysical tools, spectrometers,		No geophysical tools were used to determine
		handheld XRF instruments,	etc, the	any element concentrations used in the
		parameters used in determining	the analysis	estimate.
		including instrument make and model,
		reading times, calibrations factors applied
		and theirderivation, etc.
Quality of assay		Nature of quality control procedures adopted		Field duplicates were collected at a rate of
data	and	(e.g. standards, blanks, duplicates, external		approximately 3 in 100 samples. Standards are
laboratory tests		laboratory checks) and whether acceptable		submitted at approximately 1 in every 100
		levels of accuracy (i.e. lack of bias) and		samples. Analysis of duplicates did not indicate
		precision have been established.		any major issues. Analysis of laboratory
				standard results indicates high confidence in
				XRF analysis at each laboratory. Analysis of
				field standards indicates an ongoing issue with
				laboratory sample preparation and standard
				certification. Field standard results are closely
				monitored and actions are underway to mitigate
				issues.
Verification	of	The verification of significant intersections		Significant intersections have been visually
sampling	and	by either independent or	alternative	verified by Fortescue's Exploration and
assaying		company personnel.		Resource Geology Managers.
		The use of twinned holes		No twin holes have been drilled in this stage of
				the project.
		Documentation of primary data, data entry		Sample data is stored using a customized
		procedures, data verification, data storage		acQuire database, which includes a series of
		(physically and electronic) protocols.		automated electronic validation checks.
				Fortescue data entry procedures are
				documented and readily available. Only trained
				personnel perform further manual validation in
				order to confirm results reflect field collected
				information and geology
		Discuss anyadjustment to assay	data.	No adjustments have been made to assaydata.
Location of	data	Accuracy and quality of surveys used to		Drill hole collar locations have been surveyed
points		locate drill holes (collar and down-hole		using a differential GPS (by Down Under
		surveys), trenches, mine workings and other		Surveys), with an accuracy of better than 3 cm
		locations used in Mineral	Resources	for Easting and Northing. No down hole
		estimation.		surveys have been completed. Collar survey
				data is validated against planned coordinates.
		Specification of the grid system	used.	Grid coordinates given for each point are Map
				Grid of Australia (GDA94) and heights are in
				the Australian Height Datum. The project area
				lies inside UTM zone 50.
		Quality and adequacy of	topographic	Collar survey data is validated against the
		control.		topographic surface. Drill hole collar
				elevation has been surveyed using a differential
				GPS (by Down Under Surveys), with an
				accuracy ofbetterthan5 cm inelevation
Data spacing and		Data spacing for reporting of	Exploration	Due to the structural complexity of the project
distribution		Results.		and difficulties in terrain RC drilling has been
				carried out at an irregular drill pattern, ranging
				from at least 200X100m to 100X50m in some
				areas.
		Whether the data spacing and distribution is		More drilling needs to be carried out to
		sufficient to establish the	degree of	understand the geometry of the ore body and to
		geological and grade continuity appropriate		calculate a mineral resource.
		for the Mineral Reserve and Ore Reserve
		estimation procedure(s) and classifications
		applied.
		Whether sample compositing has been		Samples have been taken in 1m intervals;
		applied.		No composite samples have been taken.

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Cullen Resources Limited

Criteria		JORC Code explanation	Comments
Orientation	of	Whether the orientation of sampling	Drill holes have been drilled as vertical holes in
data in relation	to	achieves unbiased sampling of possible	drill lines perpendicular to interpreted strike of
geological		structures and the extent to which this is	host stratigraphy. Identified mineralisation is
structure		known, considering the deposit type.	structurally complex and holes have been
			planned based on surface mapping and
			previous results to extend known mineralisation
			but also to increase the understanding of
			faulting and folding in the project area.
		If the relationship between the drilling	No material relationship is apparent between
		orientation and the orientation of key	sampling bias and geological orientation.
		mineralised structures is considered to have
		introduced a sampling bias, this should be
		assessed and reported if material.
Sample security		The measures taken to ensure sample	To ensure sample security, consignment notes
		security.	(sample submission information) have been
			used and direct delivery to site laboratories has
			beencarried out.
Audits	or	The results of and audits or reviews of	For analogous deposits Fortescue has had a
reviews		sampling techniques and data.	sampling audit conducted by Snowden. For this
			project there were no major risk factors relating
			to the sampling and assaying of the data.
			Similar rigs and splitter systems were utilised
			in the this year’s phase of drilling as the ones
			audited by Snowden.

Section 2: Reporting of exploration results

Criteria		JORC Code explanation	JORC Code explanation				Comments
Mineral		Type, reference name/number, location and					The Wyloo North and South deposits are
tenements	and	ownership including agreements or material					located within the Wyloo Project, which
land tenure	status	issues with third	parties		such as joint		comprises Exploration Licences 47/1154,
		ventures, partnerships, overriding royalties,					47/1649-1650, 08/1393, Prospecting Licence
		native title interest,		historical		sites,	08/556 and Mining Lease Applications 08/502
		wilderness or	national		park	and	and 47/1490. The tenements are registered to
		environmental settings.					Cullen Exploration Pty Ltd (100/100 shares).
							Fortescue holds a 51% beneficial interest in the
							iron ore rights to the tenements. In addition,
							Fortescue has the right to earn an additional
							29% interest in the iron ore rights, taking its
							interest in the iron ore rights to a total of 80%.
							Cullen retains 100% of the rights to other
							minerals.There are no particular environmental
							settings. The tenements lie within the Puutu
							Kunti Kurrama and Pinikura Native Title
							Determination (WC 2001/005). Fortescue has a
							current Land Access Agreement with the
							Registered Native Title Body Corporate.
		The security of the tenure held at the				time of	The tenure is currently in good standing and no
		reporting along	with		any	known	impediments are known to exist.
		impediments to obtaining			a license to
		operateinthe area.

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Quarterly Report for the period ending 30 September 2014

Cullen Resources Limited

Criteria		JORC Code explanation	Comments
Exploration	done	Acknowledgement and appraisal of	Iron exploration in the region has previously
by other parties		exploration by other parties.	been carried out by Hamersley Iron Pty	Ltd in
			two periods, separated by a short	break.
			Exploration tenements surround	State
			Agreement mining lease sections covering the
			Metawandy beddedirondeposits.
Geology		Deposit type, geological settings and style of	The Wyloo Project sits on the northern and
		mineralisation.	south-eastern fringes of the Wyloo Dome. Iron
			Ore targets consist of mineralised Brockman
			and Marra Mamba Iron Formations. The	area is
			structurally complex with a number of	north-
			west trending faults offsetting stratigraphy
			throughout the project.
Drill	hole	A summary of all information material for
information		the understanding of the exploration results
		including a tabulation of the following
		information for all Material drill holes:
		E_asting and northing of the drill hole collar_	Collar details of all RC holes drilled in 2014 on
		Elevation or RL (Reduced level-elevation above sea level in metres)and the drill hole	the above listed tenure are shown in attached table.
		collar
		D_ip and azimuth of the hole_
		Down hole length and interception depth
		Hole length
		If the exclusion of this information is
		justified on the basis that the information is
		not Material and this exclusion does not
		detract from the understanding of the report,
		the Competent Person should clearly explain
		why this is the case.
Data aggregation		In reporting Exploration results, weighing	Assay data is reported in intercepts with
methods		averaging techniques, maximum and/or	average thickness and grade of the intersection.
		minimum grade truncations (e.g. cutting of
		high grades) and cut-off grades are usually
		material and should be stated.
		Where aggregate intercepts incorporate short	Mineralised interval (more than 5m in
		lengths of high grade results and longer	thickness) is referred to in attached table and
		lengths of low grade results, the procedure	intercepts have been calculated based on the
		used for such aggregation should be stated	following cut-off criteria, allowing for	2m of
		and some typical examples of such	internal dilution:
		aggregations should be shown in detail.	 >50% Fe
			 <10% SiO2
			 <5% Al2O3
		The assumptions used for any reporting of	No metal equivalents have been used.
		metal equivalent values should be clearly
		stated.

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Cullen Resources Limited

Criteria		JORC Code explanation	Comments
Relationship		These relationships are particularly	The geometry of the mineralisation is unknown
between		important in the reporting of Exploration	at this stage. Therefore this statement only
mineralisation		Results.	reports the down hole intersection for each drill
widths	and		collar
intercept
lengths
		If the geometry of the mineralisation with	The geometry is not known as stated above
		respect to the drill hole angle is known, its
		nature should be reported.
		If it is not known and only the down hole	True width of the ore body is not known
		lengths are reported, there should be a clear
		statement to this effect (e.g. ‘down hole
		length, true width not known’)
Diagrams		Appropriate maps and sections (with scales)	No figures attached.
		and tabulations of intercepts should be
		included for any significant discovery being
		reported. These should include, but not be
		limited to a plan view of drill hole collar
		locations and appropriate sectional views.
Balanced		Where comprehensive reporting of all	All exploration results have been reported for
reporting		Exploration Results is not practicable,	the tenements stated above.
		representative reporting of both low and
		high grades and/or widths should be
		practiced to avoid misleading reporting of
		Exploration Results.
Other		Other exploration data, if meaningful and	Geological surface mapping of the Wyloo
substantive		material, should be reported including (but	projects has been carried out by Fortescue
exploration		not limited to): geological observations,	geologists. Dip and strike measurements,
data		geophysical survey results, geochemical	stratigraphy and mineralisation have been
		survey results, bulk samples – size and	recorded into a database
		method of treatment; metallurgical test	Down hole geophysics has been carried out on
		results; bulk density, groundwater,	some RC drill holes including: natural gamma,
		geotechnical and rock characteristics;	magnetic susceptibility and density
		potential deleterious or containing	The estimated groundwater level has been
		substances.	recorded on most RC drill holes
Further work		The nature and scale of planned further work	Further infill drilling is planned for Wyloo
		(e.g. tests for lateral extensions or depth	projects to test for mineralisation extensions.
		extensions or large-scale step-out drilling).
		Diagrams clearly highlighting the areas of	Collar and downhole assay information have
		possible extensions, including the main	been released in this report. Geological
		geological interpretations and future	interpretation and mapping data has not been
		drilling areas, providing this information is	released to the market and therefore areas of
		not commercially sensitive.	future drilling will stay confidential at this stage.

.

End of Report – Wyloo JV

PARABURDOO JV – Iron Ore Rights JV with Fortescue Metals Group Ltd (Fortescue), Cullen retains 100% of Other Mineral Rights - EL52/1667

Fortescue can earn up to an 80% interest in the iron ore rights on Cullen’s E52/1667 (Snowy Mountain), located ~25km south east of Paraburdoo in the Pilbara Region of Western Australia. The tenement includes potential for bedded iron deposits within the Brockman Iron Formation, along strike from the Paraburdoo and Channar Groups of iron deposits. No exploration undertaken for the quarter.

20

Cullen Resources Limited

Quarterly Report for the period ending 30 September 2014

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

MT EUREKA, NORTH EASTERN GOLDFIELDS, W.A. – Gold and Nickel

Cullen holds 100% of ELs 53/1299, 1300, 1209, 1630, 1635, 1637) in the Mt Eureka Greenstone Belt in the North Eastern Goldfields of Western Australia (approximately 650km[2)] with multiple targets for nickel sulphides and gold. The high nickel prospectivity of Cullen’s ground is confirmed by the discovery of nickel sulphides by Rox Resources Limited (Rox) at Camelwood and Cannonball – Musket (Fisher East Project), located a few kilometres along strike to the south of Cullen’s tenement boundary (Rox ASX release, ASX: RXL of 4/9/2014 describes an updated mineral resource for their project). In early July 2014, Cullen commenced a further program of RC drilling, which had been suspended in early May due to heavy rain, and was completed on 14 July (9 holes for 1502 m, including deepening of MERC121), with the results provided to the ASX by Cullen on 4/9/2014. On-going work, as summarised in Cullen’s above mentioned announcement of 4 September 2014, has included:

• Heritage survey completed over AK47 nickel sulphide prospect in preparation for new ground EM survey;

• Compilation of geological and geophysical data which highlights Central Ultramafic Package and its basal contact as the high priority target stratigraphy for nickel sulphide deposits;

• Cullen’s interpretation which suggests AK47 prospect and Camelwood-MusketCannonball mineralisation, of Rox Resources Limited, are at similar stratigraphic positions some 25km apart, and

• Planning for three ground EM surveys (see Figures)

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

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23

Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

MINTER, N.S.W – Tungsten

MINTER - EL6572 - Cullen 100%

Cullen successfully applied to the NSW Trade and Investment, Regional Infrastructure and Services Department, for a grant of funds under the New Frontiers Co-operation Drilling Program. Cullen has been awarded $36,250 towards a diamond and RC drilling program it has proposed to test its Doyenwae and Orr Trigg prospects at Minter.

No exploration undertaken for the quarter.

ASHBURTON, W.A. – Gold

WYLOO DOME AREA – E08/2145, E08/2227 - Cullen 100%

Cullen‘s E08/2145 (Three Corner Bore) lies on the southern limb of the Wyloo Dome, some 35km south east of the Paulsens gold mine. On 2 October 2014 Cullen made an announcement to the ASX in regards to sampling and target generation on this tenement.

In summary, lag analyses up to 54.68% Fe identify a new iron ore target on E08/2145 with potential for a channel iron deposit (CID), and untested historic geochemical anomalies (AuAs-Sb) along a WNW structural trend within E08/2145 are considered by Cullen to be highly prospective for gold, and warrant drilling.

OTHER JOINT VENTURES MANAGED BY PARTNERS

ASHBURTON, W.A. – Gold and Uranium

KUNDERONG/SALTWATER POOL JV: EL 52/1892, Thundelarra and Lion One Metals Limited (ASX: LLO) - can earn 70%, Cullen 100%

.

No exploration undertaken for the quarter.

ASHBURTON, W.A. - Gold

HARDEY JUNCTION JV – ELs 08/1166, 1189, 1763, 1145; PL 08/546 Northern Star Resources Limited 80%, Cullen 20% free carried interest

No exploration undertaken for the quarter.

FORRESTANIA, W.A. – Gold / Nickel / Iron

STORMBREAKER AND NORTH IRONCAP JV – ML 77/544 Hannans Reward Limited 80% and Manager, Cullen 20% free carried interest- gold rights only.

No exploration undertaken for the quarter.

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

EASTERN GOLDFIELDS, W.A. – Gold / Nickel

KILLALOE JV– EL63/1018, 1199 and PLs Matsa Resources Limited 80%; Cullen 20% free carried interest

On the 4 and 30 September, Cullen reported to the ASX in relation to the exploration activities completed by Matsa Resources Limited (Matsa), the JV Manager. These announcements described the intersection of narrow zones of disseminated, laminated and blebby sulphides in komatiite at the “Hanging Wall Gossan” (HWG) nickel prospect.

Matsa has also reported that Stage 3 diamond drilling is completed, with the extension of 14KLDH02 targeting a conductor approximately 120m beyond original end of hole and the basal contact of komatiite at the HWG. 14KLDH05 targeted a highly conductive off-hole DHEM anomaly approximately 50m northeast of 14KLDH03. Assays and downhole surveying will follow.

==> picture [323 x 392] intentionally omitted <==

In addition, Matsa recognises there is significant nickel sulphide prospectivity along the western contact of the Eastern Ultramafic Belt (see Figure above), where the western contact appears to be the southern strike extent of the basal contact of ultramafics which host the Taipan nickel sulphide discovery of Sirius Resources Limited (SIR: ASX announcement of 16 July, 2014) in their Polar Bear Project.

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

PROJECT GENERATION

Cullen has two exploration licence applications for ground in the Fraser Range region in southern W.A. - in the Dundas Region (ELA 63/1673) and near Zanthus (ELA 28/2470) - which are progressing towards grant. In early July, Cullen applied for two exploration licences in the Gascoyne Region of W.A. (ELAs 09/2108, 2109) - positioned along strike from the Yalbra graphite project of Buxton Resources Limited (BUX: ASX). Cullen has also applied for E30/466 in the Perrinvale greenstone belt about 80km west of Menzies.

CORPORATE

SHARE CAPITAL INFORMATION

Cullen raised $538,700 through acceptances of Entitlements and applications for Shortfall Shares under the rights issue and issued 44,891,671 New Shares to eligible shareholders.

Shortfall from the Rights was 103,461,592 New Shares and the Company will look to place this within two months of the offer closing date in accordance with the terms of the offer.

The issued capital of the company is as follows:

• 1,083,364,514 fully paid shares

• 6,000,000 unlisted options

Baosteel Resources Australia Pty Ltd and Aurizon Operations Limited completed a successful takeover of Aquila Resources Limited in July 2014. The substantial shareholders of Cullen are:

• Wythenshawe Pty Ltd, Perth Capital and Associates - 19.80% , and

• Baosteel together with Aurizon - 9.45% via their takeover of Aquila Resources Limited.

Cash at the end of the quarter was: $0.55M

Dr Chris Ringrose, Managing Director

31 October 2014

ABOUT CULLEN : Cullen is a Perth-based minerals explorer with a multi-commodity portfolio including projects managed through a number of JVs with key partners (Fortescue, APIJV (Baosteel/AurizonAMCI/Posco), Hannans Reward, Northern Star, Matsa and Thundelarra/Lion One Metals), and a number of projects in its own right. The Company’s strategy is to identify and build targets based on data compilation, field reconnaissance and early-stage exploration (particularly geochemistry), and to pursue further testing of targets itself or farm-out opportunities to larger companies. Projects are sought for most commodities mainly in Australia but with selected consideration of overseas opportunities, currently in Scandinavia.

Information in this report may also reflect past exploration results, and Cullen’s assessment of exploration completed by past explorers, which has not been updated to comply with the JORC 2012 Code. The Company confirms it is not aware of any new information or data which materially affects the information included in this announcement.

ATTRIBUTION: Competent Person Statement

The information in this report that relates to exploration activities is based on information compiled by Dr. Chris Ringrose, Managing Director, Cullen Resources Limited who is a Member of the Australasian Institute of Mining and Metallurgy. Dr. Ringrose is a full-time employee of Cullen Resources Limited. He has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration, and to the activity which has been undertaken, to qualify as a Competent Person as defined by the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr. Ringrose consents to the report being issued in the form and context in which it appears.

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Cullen Resources Limited Quarterly Report for the period ending 30 September 2014

SCHEDULE OF TENEMENTS (as at 30 September 2014)

REGION	TENEMENTS	TENEMENT APPLICATIONS	CULLEN **INTEREST **	COMMENTS
WESTERN AUSTRALIA
ASHBURTON / PILBARA
Mt Stuart JV	E08/1135, E08/1330, E08/1341, E08/1292	MLA08/481, MLA08/482	30%	API has earned 70% of iron ore rights; Cullen 100% other mineral rights
Hardey Junction JV	E08/1145, 1166, 1189,1763, P08/546		20%	Northern Star Resources Limited 80%
Wyloo JV	E08/1393, E47/1154 E47/1649, 1650 P08/556	MLA47/1490	49%	Fortescue has earned 51%, can earn 80% of iron ore rights Cullen 100% other mineral rights
Paraburdoo JV	E52/1667		100%	Fortescue can earn up to 80% of iron ore rights; Cullen 100% other mineral rights
Tunnel Creek JV	E52/1892		100%	Thundelarra Exploration/Lion One can earn upto 70%
Mt Edith	E08/2227		100%
Wyloo SE	E08/2145		100%
NE GOLDFIELDS
Gunbarrel	E53/1299,1300 +/ * E53/1630,1635		100%	+2.5% NPI Royalty to Pegasus on Cullen's interest (parts of E1299); *1.5% NSR Royalty to Aurora (other parts of E1299 and parts of 1300)
Irwin Well	E53/1637		100%
Irwin Bore	E53/1209		100%
Wonganoo	E53/1611		100%
DUNDAS		E63/1673	0%
FRASER RANGE		E28/2470	0%
MURCHISON, Cue	E20/714,		100%
Gascoyne		E09/2108,2109	0%
EASTERN GOLDFIELDS
Killaloe	E63/1018, E63/1199, P63/1672 P63/1331-1333		20%	Matsa Resources Limited 80%
Lemon Rock		E30/466	0%
FORRESTANIA
Forrestania JV	M77/544		20%	Hannans Reward Ltd 80% Gold rights only
NEW SOUTH WALES
Minter	EL6572		100%
NORTHERN TERRITORY
Amadeus		E25493,25494,	0%
SWEDEN:Holmajarvi 2;Lavasjakka – Exploration Permits 100% interest
TENEMENTS RELINQUISHED DURING THEQUARTER – 100%
	E20/808, E52/1890		0%

REGISTERED OFFICE : Unit 4, 7 Hardy Street, South Perth WA 6151. Telephone: +61 8 9474 5511 Facsimile:+61 8 9474 5588 CONTACT: Dr. Chris Ringrose, Managing Director. E-mail : cullen@cullenresources.com.au

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