CULLEN RESOURCES LIMITED — Major Shareholding Notification 2008

Jan 24, 2008

Partner Direct line Email Our reference

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

25 January 2008

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 FRC AMCI Intermediate BV (FRC).

We attach:

• $(a)$ an ASIC Form 604 (Notice of change of interests of substantial holder) issued by AMCI in relation to the ordinary shares of Cullen Resources Limited; and
• $(b)$ an ASIC Form 604 (Notice of change of interests of substantial holder) issued by FRC 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 1613265v1/S1

This communication (including attachments) is only intended for its addressee/s and may contain privileged or confidential information. Unauthorised use, copying or distribution of any part of this document is prohibited. If you are NOT an intended recipient please notify us immediately and destroy the communication.

Level 11 Central Plaza Two 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 Australia Telephone 07 3233 6668 Fax 07 3229 9949 Ausdoc DX 158 Brisbane Email info@mccullough.com.au Web www.mccullough.com.au ABN 42 721 345 951

Partners
Brett Heading Sign National
Tim Whitney
Michael Wynter Guy Humble James Peterson Peter Kennedy Rodney Bell Tan Hazzard

Stephen Jones Peter Stawart Brad McCosker Tony Cotter
Damien Clorke Ann Filzpatrick Dominic McGann Bill Morrissey Scott Wedgwood Stuart Macnaughton

Brad Russell Sean Robertson
Malcolm McBratney Mark West Tony Stumm Timothy Longwill Diana Lolinsch Mark Foy

Trudy Naylor
Russell Thirgood Darek Pocock Reece Walker
Kristan Butler Darren White Kristen Grover David Marschke

Special Counsel
Prof Jeff Mann AM Peter Gill Sophie Ward
Kim Trajer Tracey Moore Lisa Blumke Neal Datlas Heather Watson John Reghanzani

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

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604 GUIDE

Form 604

Corporations Act 2001 Section 6718

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 112 315 661
There was a change in the Interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	22/01/2008 07/01/2008 07/01/2008

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)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares (fully paid)	29.389.928	15.3%	40.235.274	7.25%

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 $(0)$	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
7/01/2008	FRC AMCI intermediate BV	On market Acquisition	5154.041.93	1,131,629 Ordinary Shares	1,131,829
7/01/2008	AMCI Investments Pty Lld	On market Acquisition	5154.041.78	1,131,828 Ordinary Shares	1,131,828
16/01/2008	FRC AMCI Intermediate BV	On markel Acquisition	\$69,189.75	553,518 Ordinary Shares	553.518
18/01/2008	AMCI Investments Ptv Ltd	lOn market Acquisition	\$69,189.63	553,517 Ordinary Shares	553,517
17/01/2006	FRC AMCI Intermediate BV	On market Acquisition	\$24,580.25	196,482 Ordinary Shares	196,482
17/01/2008	AMCI Investments Pty Ltd	lOn market Acquisition	524.560.38	196,483 Ordinary Shares	190.483
18/01/2008	FRC AMCI Intermediate BV	On market Acquisition	828.750	250,000 Ordinary Shares	250,000
18/01/2008	AMCI Investments Pty Lid	lOn market Acquieition	\$28.750	250.000 Ordinary Shares	250,000
21/01/2008	FRC AMCI Intermediate BV	On market Acquisition	\$68,394.61	621.771 Ordinary Shares	821,771
21/01/2008	AMCI Investments Pty Lid	On market Acquisition	\$68,394.81	621,771 Ordinary Shares	821.771
22/01/2008	FRC AMCI intermadiate BV	On market Acquisition	\$262,887.68	2,669,073 Ordinary Shares	2,669,073
22/01/2008	AMCI investments Pty lLtd	lOn market iAcquiaition	(\$262,887.68	2,669,074 Ordinary Shares	2 669.074

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follow≏

Holder of relevent interest	Registered holder of securities	Person entitled to be registered as hulder (8)	Nature of ralevant interest (6)	Class and number of securities	Person's votes
AMCI linvestments Pty Ltd Ltd	Nominees	Pty∣AMCI invoatmenta Ply Lid	Beneficial owner of securities purchased on lmarkel	20,117,637 Ordinary 20,117,637 Shares

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 applicable)	ACN/ARSN	(If	Nature of association
Not Applicable

6. Addresses

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

Name	Ad Ireas
AMCI Investments Pty Ltd	(Level 8, Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000
FRC AMCI Intermediate BV	Fred Rouskestraat 123, 1076 EE in Amsterdam, Netherlands
(UBS Nominees Pty Ltd	IGPO Box 1257L, Melboume, Victoria, 3001

Signature

$(1)$ If there are a number of substantial holders with similar 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 is clearly set out in paragraph 6 of the form.

• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 6/1B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ 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
• $(b)$ 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 8 of the Corporations Act 2001.

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• 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 $(7)$
• 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". $(B)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $\left( 0\right)$

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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	008 045 790
1. Details of substantial holder (1) Name ACN/ARSN (If applicable)	FRC AMCI Intermediate BV
There was a change in the Interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	22/01/2008 07/01/2008 07/01/2008

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)	Previous notice:		Present notice
	Person's votes	Voting power (5)	Person's voles	Voting power (5)
Ordinary Shares (fully paid)	29.389.928	5.3%	40.235.274	7.25%

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 voling 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:

Person whose relevant Interest changed			Consideration given in relation to change (7)	Class and number of securilles affected	Person's votes affected
Intermediate BV	On markel Acquisition		\$154.041.93	1,131 829 Ordinary Shares	1,131,829
∟td	Acquisition		\$154.041.78	1,131,828 Ordinary Shares	1,131,828
FRC AMCI Intermediate BV	On market Acquisition		569.189.75	553,518 Ordinary Shares	553,518
AMCI Investments Pty Ltd	Acquisition		589.189.63	553,517 Ordinary Shares	553,517
FRC AMCI iintermediate BV	On market		\$24,560.25	196,482 Ordinary Shares	196,482
AMCI Investments Pty Ltd			\$24,580.38	196,483 Ordinary Shares	196,483
FRC AMCI Intermediate BV	On market		528.750	250,000 Ordinary Shares	1250.000
AMCI Investments Pty Ltd			S20.750	250,000 Ordinary Shares	260,000
FRC AMCI Intermediate BV	On market			621,771 Ordinary Shares	621,771
AMCI investments Pty ∟td			\$68.304.81	621,771 Ordinary Shares	621,771
FRC AMCI Intermediate BV				2,669,073 Ordinary	2,669,073
AMCI Investments Pty Ltd				2,669,074 Ordinary Shares	2.669,074
	FRC AMCI	AMCI Investments Pty On market On market Acquisition On market Acquisition Acquisition lOn market Acquisition Acquisition iOn market Acquisition On market Acquisition On market Acquisition	Nature of chang∈ (6)	868,394.81 \$262,887.68 5262,887.68	Shares

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Present relevant Interests

	. www.ars or each relevant interest of the substantial holder in voting securities after the change are self-there

Holder of relevant merest	Registered holder of securities	Person entitled to be registered as holder (8)	. . Nature of relevant interest (6)	Class and number of securities	Person's votes
FRC AMCL Intermediate BV Ltd	Rubicon Nominees Pty FRC AMCT	Intermediate BV	Beneficial owner of securities purchased on market	20,117,637 Ordinary 20,117,637 Shares

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 applicable)	ACN/ARSN (if	Nature of association
Not Applicable --

6. Addresses

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

Name	Ad Iress
AMCI Investments Pty Ltd	Level 8, Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000
FRC AMCI Intermediate BV	Fred Roeskestraat 123, 1076 EE in Amsterdam, Netherlands
Rubicon Nominees Pty Ltd	Level 21, 123 Eagle Street, Brisbane, Queensland, 4000

Signature

ienzies print name Altorney capacity sign here dale $12008$ スピット

DIRECTIONS

• If there are a number of substantial holders with similar 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 $(1)$ 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.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the lotal votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• $(e)$ 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, logether with a written stat
• 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 (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.

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• 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 m $(7)$
• 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", $(B)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$