CULLEN RESOURCES LIMITED — Major Shareholding Notification 2007

Dec 2, 2007

Aquila Resources Limited ABN 81 092 002 769

Level 2 Aquila Centre 1 Preston Street Como WA 6152

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

03 December 2007

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

FORM 603: CULLEN RESOURCES LIMITED

Please see attached Form 603 – Notice of Initial Substantial Holder.

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

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	CULLEN RESOURCES LIMITED
ACN/ARSN	006 645 790
1. Details of substantial holder (1)
Name ACN/ARSN (if applicable)	See Annexure 'A'

The holder became a substantial holder on

30 / 11 / 2007

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting Power (6)
ORDINARY	72,000,000	72,000,000	12.98%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows

Holder of relevant interest	Nature of relevant interest (7)	Class and number of secuntes
Aquila Resources Limited	Section 608 (1) (b) & (c) power to control the voting and disposal rights of shares held by Aquila Steel Pty Ltd	72,000,000 Ordinary
Anthony Poli	S608 (3) (a) voting power in Aquila Resources Limited above 20%	72,000,000 Ordinary
Aquila Steel Pty Ltd	Registered Holder

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Aquila Steel Pty Ltd	Aquila Steel Pty Ltd	Aguila Steel Pty Ltd	72,000,000 Ordinary
Aquila Resources Limited	Aquila Steel Pty Ltd	Aquila Steel Pty Ltd	72,000,000 Ordinary
Anthony Poli	Aquila Steel Pty Ltd	Aquila Steel Pty Ltd	72,000,000 Ordinary

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder are as follows:

Holder of relevant nterest	Date of acquisition	Consideration (9)		Class and number of secunties
		Cash	Non-cash
Aquila Steel Pty Ltd	30/11/07	See Annexure B		72,000,000 Ordinary
Aquila Resources Limited	30/11/07	Nil	Nil	72,000.000 Ordinary
Anthony Poli	30/11/07	Nii	Nil	72,000.000 Ordinary

6. Associates

The reasons the person named in paragraph 3 above are associates of the substantial holder are as follows

Name and CAN/ARSN (if applicable)	Nature of association
Aquila Steel Pty Ltd	Related Body Corporate of the entities listed in Item 1 of Annexure A
ACN: 097803613	(other than itself)
Aquila Resources Limited	Related Body Corporate of the entities listed in Item 1 of Annexure A
ACN 092 002 769	(other than itself)
Anthony Poli	Director of each of the entities listed in Item 1 of Annexure A

7. Addresses

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

Name	Address
The entities listed in Item 1 of Annexure A	Level 2, Aquila Centre, 1 Preston Street, Como, WA 6152
The person named in Item 2 of Annexure A	Level 2, Aquila Centre, 1 Preston Street, Como, WA 6152

Print name	Tony Poli /	capacity	Director
Sign here		date	03/12/07

CULLEN RESOURCES LIMITED ACN 006 645 790

This is annexure A of 1 page referred to in form 603

Notice of initial substantial holder

Item 1 (Aquila Resources Limited Group Companies)

Aquila Resources Limited (ACN 092 002 769) (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)

Item 2 (Individual)

Anthony Poli (Substantial Holder)

Signed:

Dated

Director

$3/12/07$

CULLEN RESOURCES LIMITED ACN 006 645 790

This is annexure B of pages referred to in form 603

Notice of initial substantial holder

Annexure of Question 5 Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the holder became a substantial holder is as provided in the Acceptance of Application dated 30/11/07 a copy of which is attached as pages 2 to 7 of this Annexure B.

Holder of relevant interest	Date of acquisition		Consideration (9)	Class and number of
		Cash	Non-cash	securities
Aquila Steel Pty Ltd	30/11/2007	0.10		72,000,000

Signed:

$3/12/07$

Dated

Director

ACCEPTANCE FORM CULLEN RESOURCES LIMITED ABN 46 006 045 790

This form must be received by no later than 4.00pm on Friday 30 November 2007 Completed forms to be sent to the attention of Chris Ringrose:

Mail Cullen Resources Limited Unit 4 7 Hardy Street South Perth WA 6151

Facsimile $-0.01$ 08 9474 5588

PROPOSED ISSUE OF 72,000,000 ORDINARY SHARES BY CULLEN RESOURCES LIMITED TO BE ISSUED AT 10 CENTS PER SHARE

Please complete in BLOCK LETTERS 72,000,000
Number of shares you are applying for at (10 cents per share)	Total Application Monies: \$7,200.000
AQUILA STEEL PTY LTD
Full Name of Applicant ("the Applicant")
86 097 803 613	A. FENLON
ACN/ABN (if applicable)	Contact Name
LEVEL 2. AQUILA CENTRE. 1 PRESTON STREET, COMO WA 6152
Address/Suburb/State/Postcode
afenton @aquilaresources.com.au
Email
08194230111	08 9423 0133
Telephone	Facsimile

NOTE - Payment instructions on page 2.

If you have all questions in relation to the information in this Acceptance Form, please contact Christenerose on (08) 9474-5511.

	30/11/07		and the company's property of the the contract of the contract of the contract of the
Signatur	----- Date:
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The appag signatury warrants he she is dury authorised by the Applicant to accept the Offer
and to give the above acknowledgment on its penalt and has mad and accepted all the
attached ferms and conditions contained in thi

OFFER OF PARTICUPATION IN THE PLACEMENT

We have ifter first the application form the transmission of cyclifically into may impress or mesat a share of ce of 1.) pents per share to raise s.f. Piliconic. Placement" for wallen Resources Limited

Culler: Resources Limited is pleased to offer you this Placement, subject to and conditional upon acceptance of all the terms of the offer as outlined in this Letter of Offer

In relation to the proposed Issue by Cullen Resources Limited, the Applicant accepts the offer to take 72,000,000 shares on the terms and conditions set out in this Letter of Offer (the Offer"), and agrees to lodge an application (in the form attached) for the number of shares shown above.

The Applicant acknowledges.

• (a) it has not been provided with a disclosure document under Chapter 6D of the Corporations Act in relation to the Issue by Cullen Resources Limited:
• (b) this acceptance of the Offer is irrevocable;
• (c) by accepting the Offer, it is committed to making application for the Placement Shares and paying the subscription momes by the time specified; and
• (d) the information provided with this Offer is confidential and may not be disclosed by the Applicant to any party without the consent of Cullen Resources Limited

PAYMENT INSTRUCTIONS

Application forms must be lodged to our office by no later than 4.00pm on Friday 30 November, 2007, with payment in cleared funds to be made by no later than 4.00pm on Wednesday 5^th December, 2007 or as otherwise agreed with the company.

OPTION 1. Please courier your completed Application Form and cheque made payable to Cullen Resources Limited to:

Att: Chris Ringrose Cullen Resources Limited timit 4 7 Hardy Street South Perth WA 6151

OPTION 2. Directly deposit your payment into the Cullen Resources Limited bank account and forward your application to the above address or fax it to (08) 9474 5588.

Account Name.	Cullen Resources Limited BSB: 012 405 Acc No: 4218 46063
Bank Name	ANZ Bank
Branch.	St Leonards NSW 1590
Raterance	To ensure efficient processing, please attach a reference number to the transaction and specify it on the form below

ADDITIONAL TERMS AND CONDITIONS OF THE OFFER

By Accepting this Offer, you represent and warrant and agree for the benefit of Culleri Resources Limited and where applicable. the Company and any person acting on nehalf of either of them, that:

[i] If you are outside Australia, you are unconditionally entitled without restriction or hability to accept this offer in the Placement under the law of the jurisdiction. in which you accept this Offer:

(n) You have had access to all information that you believe is necessary or appropriate in connection with, and for an adequate time prior to, your acceptance of the Placement. You acknowledge and agree that you will not hold Cullen Resources Limited or any persons acting on behalf of them, responsible for any misstatements in, or omissions from, any publicly available information concerning the Company:

(iii) You have refied entirely upon your own assessment of the Company, and have conducted your own investigation with respect to the Offer and the Company including, without limitation, the particular tax consequences of purchasing, owning or disposing of any Cullen Resources Limited share in light of your particular situation as well as any consequences arising unifer the laws of any other taxing jurisdiction, and you have determined that Cullen Resources imited share are a suitable investment for you, both in the nature and the total number of share being committed to pursuant to this Agreement:

(iv) You have not relied on any investigation that Cullen Resources Limited or any of its affiliates or any persons acting. on behalf of any of them may have conducted with respect to the Company. the prospectus or the Offer, and none of such persons has made any representation to you, express or implied, with respect to the Offer or the Company.

. You acknowledge that acceptance of this Offer involves a high legree of his. and that the Cullen Resources (imited shares are, merefore, i speculative nuastmarrt

The entity is also installate that the majority aw be exclude to you acknowle fige that
Lullen Resources I imited for any of its related bodies corporate or affiliates, or any persons acting on behalf of any of them, or any directors, officers, employees or advisers of Cullen Resources Limited. or any of its related bodies corporate or affiliates, or any persons acting on behalf of any of them (collectively referred to as Beneficiaries), do not accept any responsibility, to the maximum extent permissible by law, in relation to the Culleri Resources Limited Placement or the Offer generally:

viii) You acknowledge that this Offer does not constitute a securities recommendation or advice in relation to any securities, and that no securities recommendation or advice has been made or given to you by any Beneficiaries in relation to such offer of the Placement:

(viii) Except for any liability, which cannot by law be excluded, you acknowledge that none of the Beneficiaries accept any responsibility for the contents of the Company's investor presentation material or the accuracy or completeness of any information given to you or in relation to the offer of any Cullen Resources Limited share. You should make your own assessment of Cullen Resources Limited. and the Offer before accepting this Offer:

ix. You agree to be bound by the Constitution of the Company.

x. You acknowledge and agree that you will accept the decisions and actions of Cullen Resources Limited in respect of the Offer and the Acceptance of any offer for share does not oblige Cullen Resources Limited to consult with you as to any matter or update you as to any matter.

xi) You agree that any sale, transfer or other dealing of Cullen Resources Limited share will only be made in accordance with the requirements of the Corporations Act. Please note that Participating Organisations as defined in the Australian Stock Exchange Ltd Business Rules) cannot deal in Cullen Resources Limited shares either as principal or agent until official quotation s ananted. In respect of thuse securities:

service and profited that what acceptance in the Offer and vour performance of the 2. Jat and understors agreement ansing o Is antanza of auch other than hill brea $\begin{array}{ll} \theta & \quad \varphi^{\alpha} \mid 100 \quad \alpha \wedge \quad \text{for} \quad \forall \alpha \in \mathbb{R} \cup \mathbb{R} \mid \alpha \wedge \alpha \in \mathbb{R} \times \mathbb{R} \mid \alpha \wedge \alpha \in \mathbb{R} \mid \alpha \wedge \alpha \in \mathbb{R} \mid \alpha \wedge \alpha \in \mathbb{R} \mid \alpha \wedge \alpha \wedge \alpha \in \mathbb{R} \mid \alpha \wedge \alpha \wedge \alpha \wedge \alpha \in \mathbb{R} \mid \alpha \wedge \alpha \wedge \alpha \wedge \alpha \wedge \alpha \wedge \alpha \wedge \alpha$ requirements of the Foreign Acquisitions and Takeovers Act 1975 Australia and any other applicable jurisdiction.

xiii) You are not in the United States nor are you a US person (as defined in Regulation S under the Securities Act), or acting for the account or benefit of a US. person and you are acquiring the securities offered in an offshore transaction in accordance with Regulation S under the US. Securities Act as such term is defined in Rule 903 under the Securities Act:

(xiv) You shall indemnify and keep indemnified Cullen Resources Limited, its Directors, employees and advisers, against all claims, actions, demands, damages, costs, losses, expenses and liabilities caused ( Losses ), whether wholly or in part, directly or indirectly, by the performance of the obligations under this Offer, except where the Losses incurred or suffered as judicially determined by a Court of competent jurisdiction, with all appeals exhausted, were the direct result of a willful default of the obligations set out in this Offer by Cullen Resources Limited:

ky). The Agreement between us arising but of acceptance of the terms of this Offer shall be governed by and construed in accordance with the laws of New South Wales and if you accept the terms of this Offer you will be obliged to submit to the non-exclusive jurisdiction of the Courts of that State: You hereby agree that this Letter of Offer Land any other relevant documentation) may be produced to any interested party in any administrative or legal proceeding of official inquiry with respect to any of the matters covered:

(xyr) You acknowledge and agree that if Cullen Resources Limited takes title to the Offer securities it does so only as agent for the Company for the purposes of effecting settlement and you agree to release Cullen Resources Limited from any liability. mourred by it in acting in such capacity whether arising out of any act of dimission by the Company in relation to the offer of Cullen Resources Limited share or to this strare thangolyes or otherwise.

kvir. Yöu auknowledge and agree that this Lompany or to agent may return to support a thansfer of Cullen Pleaduring mited at and if the reanature with missage in manual and the Richard Co.

cym. Incse terms cinstitute the effect agreement between us as to the Offer and your participation in the Offer to the exclusion of all prior representations. understandings and agreements between us. This Agreement, once accepted by you thereby becomes legally binding and irrevocable. And variation of any of the terms of this Agreement must be in writing signed by Cullen Resources Limited and VOUL

(xix) This Agreement may be accepted by execution in counterpart (including by facsimile) which taken together with this letter shall constitute one and the same instrument and any other person may execute this letter of offer by signing any such counterpart. A facsimile bearing the signature of any person printed. mechanically with that persons authority, shall be deemed to have been duly signed by that person;

(xx) If you are accepting a commitment to subscribe for Cullen Resources Limited share pursuant to the Piacement you have full power to make all the foregoing acknowledgements, representations, warranties and agreements; and

kxi, You acknowledge that the Company Cullen Resources Limited and their respective affiliates will reply upon the truth and accuracy of the foregoing. acknowledgements representations. warranties and agreements.

(xxir) Cullen Resources Limited will apply to the ASX as soon as possible after receipt by Cullen Resources Limited of the subscription monies, to have the shares the subject of the placement listed on ASX.

APPLICATION FOR SECURITIES CULLEN RESOURCES LIMITED ("Company")

This form must be completed and returned to Cullen Resources Limited (and monies paid) on the date advised.

Reply to Cullen Resources Limited Attention Chris Ringrose Facsimile 08 9474 5511 Unit 4 / 7 Hardy Street South Perth WA 6151

The Applicant described below applies to the Company for the number of fully paid Ordinary Shares in the capital of the Company specified below, each at an issue price of 10 cents per Share.

This application is lodged on and pursuant to the terms acknowledged in the Acceptance Advice previously given to Cullen Resources Limited or which accompanies this form. By completing and returning this application form:

• the Applicant agrees to be bound by the constitution of the Company and requests that its name and address as shown below be entered in the register of members of the Company in respect of the Securities now applied for; and
• the Applicant warrants to the Company that the Applicant is a person to $\bullet$ whom an offer of securities can be made without disclosure in
  accordance with sub-sections 708(8), 708(10)(b) or 708(11) of the Corporations Act and acknowledges that the Applicant has not been provided with a disclosure document in relation to the issue of the Securities.

PAYMENT INSTRUCTIONS

Application forms must be lodged to our office by no later than 400pm on Friday 30 November, 2007, with payment in cleared funds to be made by no later than 4.00pm on Wednesday 5 December, 2007 or as otherwise agreed with the company

OPTION 1. Please courier your completed Application Form and cheque made payable to Cullen Resources Limited to:

Cullen Resources Limited Att: Chris Ringrose Cullen Resources Limited $Jmt.4$ 7 Hardy Street South Perth WA 6151

OPTION 2. Directly deposit your payment into the Cullen Resources Limited bank account and forward your application to the above address or fax it to (08) 9474 5588.

$1001 - 111 - 1000$ Account Name:	Citilian Resources Limited
	BSB 012 405 Acr N + 4218 45061
Saris Name	All Sank
$-1 - 3 + 1 + 1$	Stilleunands No. 1

To ensure efficient processing, please attach a minimum eight (8) digit Rota pone reference number to the transaction and specify it on the form below

Please complete in BLOCK LETTERS

Registration Details
Number of Shares Applied for:	72,000,000
Application Money (at 10 cents per share):	\$7,200,000
How are you intending to pay (please circle.	Cheque	Direct Deposit

Name(s) to be registered

Title	Given Name(s) or Company Name	Surname or ACN/ABN
	AQUILA STEEL PTY LTD	86 097 803 613

Postal Address

	Address LEVEL 2, AQUILA CENTRE, 1 PRESTON STREET
Suburb COMO			State WA Postcode 6152

Contact Details

	Phone Number: (08) 9423 0111	Contact: COMPANY SECRETARY
--	------------------------------	----------------------------

CHESS participant

HIN: 0045965881

Application Cheque Details

Drawer	Bank	Branch	Amount
AQUILA RESOURCES LTD	WESTPAC	WEST PERTH	\$7,200,000.00

Direct Deposit Details

Drawer		Reference Number	comment of the com-	Amount
	London Company		and the company's state of