CULLEN RESOURCES LIMITED — Major Shareholding Notification 2008

Apr 22, 2008

Partner Direct line Email Our reference

Derek Pocock 07 3233 8628 dpocock@mccullough.com.au DJP:150640-00017

23 April 20088

Urgent

Fax transmission

The Manager Company Announcements Platform ASX Limited

Fax 1900 999 279

Dear Sir/Madam

Cullen Resources Limited - Notice of change of interests of substantial holder

We act for AMCI Investments Pty Ltd (AMCI) and AMCI International AG (AMCI AG).

We attach an ASIC Form 604 (Notice of change of interests of substantial holder) issued by AMCI and AMCI AG in relation to the ordinary shares of Cullen Resources Limited.

Yours faithfully

Derek Pocock Partner

Copy Company Secretary Cullen Resources Limited 02 9437 4599

attachment 1676759v1/S1

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Partners Brett Heading
Tim Whitney Peter McKnoulty
Michael Wynter Guy Humble

James Peterson

Peter Kennedy

Rodney Bell

Ian Hazzard

Stephen Jones Peter Stewart Brad McCosker Tony Cotter
Damien Clarke Ann Filzpatrick Dominic McGann Bill Morrissey Scott Wednwood Stuart Macnaughton Brad Russell Sean Robertson Malcolm McBratney Mork Wes Marthew Burgess Tony Stumm Timothy Longwill Diano Lohrisch Mark Fox Trudy N. ylor

Russell Thirgood Derek Pocock Reere Walker Kristan Butle Darren White Kristen Grover David Marschke

Special Coursel
Prof Jeff Mann AM Peter Gill Sophie Ward Kim Trater Tracey Moore Lisa Blumue Neal Dallas Heather Watson
John Reghenzani

Consultants Kerry Prior AM Prof Paul von Nessen PTOT Paul VOIT Resser
Prof Peter Little
Prof Myles McGregor-Lowndes OAM Donald Palmer Jay Deeb Julie Withey Dr Amanda McBratney

604 GUIDE page 1/1 13 March 2000

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Cullen Resources Limited
ACN/ARSN	006 045 790
1. Details of substantial holder (1) Name ACN/ARSN (If applicable)	AMCI Investments Pty Ltd ('AMCI') and AMCI International AG ('AMCI AG') (collectively 'AMCI Group') 112 315 661
There was a change in the interests of the 21/04/200R substantial holder on 22/04/2008 The previous notice was given to the company on 22/04/200H The previous notice was dated

2. Previous and present voting power

The total number of votes attached to all the voling 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:

	Previous notice		Present notice
Class of securities (4)	Parson's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares (fully paid)	55.016.068	'9.92%	61.691.132	11.12%

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 relevent interest changed	Natura of change (6)	Consideration given in relation to change (7)	Cless and number of securilles affected	Person's votes affected
21/04/2008	IFRC AMCI Intermediate BV and FRC Australian Holdings BV	lOn market Acquisition	\$463583.19	3.337.632 Ordinary IShares	3.337.532
21/04/2008	AMCI Group	lOn markut. Acquisition	5463583.10	3.337.532 Ordinary iShares	3.337.632

4. Present relevant interests

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

Holder of ralevant Interest	Registered holder of securities	Person entitled to be registered as holder (6)	Nature of relevant Interest (5)	Class and number of securities	Person's voles
AMCI AG	IUBS Nominees Ptv Lid	AMCI	Under section 608(3) of the Corporations Act. ACIH has 30,845.566 Ordinary 30,845,566 íordinary shares AMCI has a irelevant interest in	Shares
IAMCI	IUBS Nominees Ply Lld	AMCI	Beneficial owner of securities purchased on lmarket	30,845,566 Ordinery 30,845,566 lShares.

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:

(If ACN/ARSN Name ano applicable)	Nature of association
FRC Australian Holdings BV	'Acting in concert' regarding the acquisition of securities in the company

6. Addresses

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

Name	Address
AMCI International AG	00 Zug, Bielchistrasee 8 3 rd Floor, 63 Switzerland
AMCI Investments Pty Ltd	Level 8. Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000
IFRC AMCI Intermediate BV	Fred Roeskestraat 123, 1076 EE In Amsterdam, Netherlands
FRC Australian Holdings BV	Fred Roaskestraat 123, 1076 EE in Amsterdam, Netherlanda
UBS Nominees Pty Ltd	GPO Box 1257L, Malbourne, Victoria, 3001

Signature

• If there are a number of substantial holders with aimitar or related relevant interests (eg. a corporation and its related corporations, or the manager and
  trustee of an equity trust), the names could be included in an ann $(1)$ 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.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $\ddot{\textbf{(e)}}$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy (a) 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
• any qualification of the power of a person to exercice, control the exercise of, or influence the exercise of, the voling powers or disposal of the $(b)$ 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.

• 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 entitied to receive in relation to that acquisition. Details m $(7)$ are not paid directly to the person from whom the relevant inverset was acquired.
• $\left( 8\right)$ If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest erises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$