CULLEN RESOURCES LIMITED — Major Shareholding Notification 2008

Aug 24, 2008

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Aquila Resources Limited ABN 81 092 002 769 Level 2 Aquila Centre 1 Preston Street Como WA 6152

25 August 2008

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 Securities Exchange Limited 4[th] Floor, 20 Bridge Street SYDNEY NSW 2000

Change in Substantial Shareholding Cullen 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 21 /08 / 08

The previous notice was given to the company on 15 / 02 / 08 The previous notice was dated 15 / 02 / 08

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	87,550,000	15.78%	93,850,131	16.91%

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
21/8/08	See Annexure A	Purchases totalling 6,300,131 Ordinary Shares on market by BT.X Pty Ltd, Penoir Pty Ltd and Aquila Resources Limited at an average price of $0.1130.	$711,752.77	6,300,131 Ordinary	6,300,131

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 ofsecurities	Person entitled to be registered asholder(8)	Nature of relevantinterest (6)	Class and number ofsecurities	Person’svotes
Aquila Resources Limited Group See Annexure A	(a) BT.X Pty Ltd as to 11,300,000 (b) Aquila Steel Pty Ltd as to 72,000,000 (c) Penoir Pty Ltd as to 5,690,123 (d) Aquila Resources Limited as to 2,360,008	(a) BT.X Pty Ltd (b) Aquila Steel Pty Ltd (c) Penoir Pty Ltd (d) Aquila Resources Limited	Section 608 (1) (b) and (c) (Power to control the voting and disposal rights of shares held by Aquila Steel Pty Ltd, Penoir Pty Ltd, BT.X Pty Ltd and Aquila Resources Limited)	91,350,131	91,350,131

604 page 2/2 15 July 2001

				604	page 2/2 15 July20
TonyPoli	(a) BT.X Pty Ltd as to 11,300,000 (b) Aquila Steel Pty Ltd as to 72,000,000 (c) Penoir Pty Ltd as to 5,690,123 (d) Aquila Resources Limited as to 2,360,008	(a) BT.X Pty Ltd (b) Aquila Steel Pty Ltd (c) Penoir Pty Ltd (d) Aquila Resources Limited	Section 608 (3) (a) – Voting power in Aquila Resources Limited above 20%	91,350,131	91,350,131
BT.X Pty Ltd	BT.X Pty Ltd	BT.X Pty Ltd	Registered Holder	11,300,000	11,300,000
Aquila Steel PtyLtd	Aquila Steel PtyLtd	Aquila Steel PtyLtd	Registered Holder	72,000,000	72,000,000
Penoir Pty Ltd	Penoir Pty Ltd	Penoir Pty Ltd	Registered Holder	5,690,123	5,690,123
Aquila Resources Limited	Aquila Resources Limited	Aquila Resources Limited	Registered Holder	2,360,008	2,360,008

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 The addresses of persons named in this form are as follows: Name Address See Annexure A

6. Addresses

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

Signature

print name TONY POLI Capacity DIRECTOR AQUILA RESOURCES LIMITED Sign here date 25 / 08 / 08

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.

604 page 3/2 15 July 2001

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) Aquila Exploration Limited (ACN 129 391 546) (Substantial Holder) Argos Steel (Offshore) Pty Ltd (ACN 129 398 563) (Substantial Holder) Argos (WA) Pty Ltd (ACN 129 398 554) (Substantial Holder) Argos (Qld) Pty Ltd (ACN 129 398 572) (Substantial Holder) Argos Energy (Offshore) Pty Ltd (ACN 129 398 581) (Substantial Holder) Aquila Energy (Swaziland) (Proprietary) Limited (ACN N/A) (Substantial Holder)

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

604 page 4/2 15 July 2001

Item 2 (Individual)

Anthony Poli (Substantial Holder)

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

Signed: Director Aquila Resources Limited Dated 25 / 08 / 08