CULLEN RESOURCES LIMITED — Major Shareholding Notification 2007

Dec 13, 2007

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Aquila Resources Limited ABN 81 092 002 769

Level 2 Aquila Centre 1 Preston Street Como WA 6152

14 December 2007

PO Box 1038 South Perth WA 6951 Telephone: (61) 8 9423 0111 Facsimile: (61) 8 9423 0133 mail@aquilaresources.com.au www.aquilaresources.com.au

Companies Announcements Office Australian Stock Exchange Limited 4[th] Floor, 20 Bridge Street SYDNEY NSW 2000

CHANGE IN SUBSTANTIAL SHAREHOLDING FROM AQUILA RESOURCES LIMITED

Please find attached a Form 604 – Notice of change of interests of substantial holder in respect of Cullen Resources Limited.

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Tony Poli Executive Chairman

For further information regarding this announcement, please contact Tony Poli.

Telephone: (08) 9423 0111 Facsimile: (08) 9423 0133 Email address: mail@aquilaresources.com.au Visit us at: www.aquilaresources.com.au

Brisbane : Level 10, 241 Adelaide St, Brisbane QLD 4000 Telephone (61) 7 3414 6888 Facsimile (61) 7 3414 6887 Thabazimbi : C/o Platina & Lood Avenue, Thabazimbi 0380 Telephone (27) 14 772 3337 Facsimile (27) 14 772 3337 South Africa : Stand 585 Opwag, Groblershoop, Northern Cape Telephone (27) 79 881 6459 Facsimile (27) 86 683 8065

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Cullen Resources Limited ACN/ARSN 006 645 790

1. Details of substantial holder (1)

Name See Annexure ‘A’ ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 12 / 12 / 07 The previous notice was given to the company on 04 / 12 / 07 The previous notice was dated 04 / 12 / 07

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previousnotice	Previousnotice	Presentnotice	Presentnotice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary	74,500,000	13.43%	81,136,772	14.626%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of Change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change(7)	Class and number of securities affected	Person’s votes affected
12/12/07	BT.X PtyLtd	Purchase of5,701,000 Ordinary Shares on market by BT.X Pty Ltd on 12/12/07 at an average price of $0.144638	$829,115.88 (incl. brokerage)	5,701,000 Ordinary	5,701,000
13/12/07	BT.X Pty Ltd	Purchase of935,772 Ordinary Shares on market by BT.X Pty Ltd on 13/12/07 at an average price of $0.145	$136,433.22 (incl. brokerage)	935,772 Ordinary	935,772

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holderof relevantinterest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest(6)	Class and number of securities	Person’svotes
Aquila Resources Limited	(a) BT.X Pty Ltd as to 5,701,000 (b) Aquila Steel Pty Ltd as to 72,000,000	(a) BT.X Pty Ltd (b) Aquila Steel Pty Ltd	Section 608 (1) (b) and (c) (Power to control the voting and disposal rights of shares held by Aquila Steel Pty Ltd and BT.X Pty Ltd)	78,636,772	78,636,772
TonyPoli	(a) BT.X Pty Ltd as to 5,701,000 (b) Aquila Steel Pty Ltd as to 72,000,000	(a) BT.X Pty Ltd (b) Aquila Steel Pty Ltd	Section 608 (3) (a) – Voting power in Aquila Resources Limited above 20%	78,636,772	78,636,772

				604	page 2/2 15 July2001 6,636,772 72,000,000
BT.X PtyLtd	BT.X PtyLtd	BT.X PtyLtd	Registered Holder	6,636,772	6,636,772
Aquila Steel PtyLtd	Aquila Steel PtyLtd	Aquila Steel PtyLtd	Registered Holder	72,000,000	72,000,000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association N/A

6. Addresses

The addresses of persons named in this form are as follows:

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Name Address
See Annexure A
Signature
print name TONY POLI Capacity DIRECTOR
AQUILA RESOURCES
LIMITED
Sign here date 14 / 12 / 07
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interest (eg. A corporation and its related corporations, or the manager and trustee of an equity trust),
the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a
specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document
setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must
accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which
the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to
receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit
paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was
acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write “unknown”.
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
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CULLEN RESOURCES LIMITED ACN 006 645 790

This is annexure A of 1 page referred to in form 604 Notice of change of interests of substantial holder

Item 1 (Aquila Resources Limited Group Companies)

Aquila Resources Limited (ACN 092 002 769) (Substantial Holder) Aquila Steel Pty Ltd (ACN 097 803 613) (Substantial Holder) Aquila Steel (SA) Pty Ltd (ACN 116 015 466) (Substantial Holder) Penoir Pty Ltd (ACN 095 529 445) (Substantial Holder) BT.X Pty Ltd (ACN 099 392 766) (Substantial Holder) Aquila Coal Pty Ltd (ACN 097 801 940) (Substantial Holder) Aquila Energy Holdings (Mauritius) Pty Ltd (ACN N/A) (Substantial Holder) African Energy (Mauritius) Pty Ltd (ACN N/A) (Substantial Holder) Aquila Energy (S Africa) (Pty) Ltd (ACN N/A) (Substantial Holder) Aquila Steel (Mauritius) Pty Ltd (ACN N/A) (Substantial Holder) Aquila Steel (S Africa) (Pty) Ltd (ACN N/A) (Substantial Holder) B D Coal Pty Ltd (ACN 113 623 439) (Substantial Holder) I P Coal Pty Ltd (ACN 114 245 993) (Substantial Holder) African Energy (Botswana) Pty Ltd (ACN N/A) (Substantial Holder)

Level 2, Aquila Centre, 1 Preston Street, Como WA 6152

Item 2 (Individual)

Anthony Poli (Substantial Holder)

C/- Level 2, Aquila Centre, 1 Preston Street, Como WA 6152

Signed:

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Director Aquila Resources Limited Dated 14 / 12 / 07

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