CULLEN RESOURCES LIMITED — Major Shareholding Notification 2008

Jan 6, 2008

Partner Direct line Email Our reference

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

7 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 603 (Notice of initial substantial holder) issued by AMCI in relation to the ordinary shares of Cullen Resources Limited; and
• $(b)$ an ASIC Form 603 (Notice of initial substantial holder) issued by FRC in relation to the ordinary shares of Cullen Resources Limited.

Yours faithfully

Derek Power

Derek Pocock Partner

Copy

Company Secretary Cullen Resources Limited 02 9437 4599

attachment 1602597v1/51

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 8888 Fax 07 3229 9949 Ausdoc DX 158 Brisbane Email Info@mccullough.com.au Web www.mccullough.com.au

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 Fitzpatrick Dominic McGann Bill Morrissey Scott Wedgwood
Stuart Macnaughton

Brad Ru. ell Sean Rouertson Malcolm McBratney Mark Wr -t Matthew Burgess Tony Stumm Helen Davis Timothy | ongwill Diana Lolinisch
Mark Poy

ABN 42 721 345 951

Trudy Naylor
Russell Thirgood Derek Pocock Reece Walker Kristan Buder Darren White Kristen Grover David Marschke

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

Consultants

Keny Prior AM Prof Paul von Nessen
Prof Peter Utrie Prof Myles McGregor-Lowndes OAM Donald Palmer Jay Deeb Julie Withey Dr Amanda McBratney

603 page 2/2 15 July 2001

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Cullen Resources Limited
ACN/ARSN	006 045 790
1. Details of substantial holder (1) Name	FRC AMCI Intermediate BV
ACN/ARSN (if applicable)
The holder became a substantial holder on	04/01/2008

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 Shares (fully paid)	29.389.928	---	29.389.928		15.3%
				------

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting eecurities 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 securities
IFRC AMCI Intermediate BV	Beneficial owner of securities purchased l on mark et	14,694,964 Ordinary Shares (fully paid)
AMCI investments Pty Ltd		Beneficial owner of securities purchased 14,694,964 Ordinary Shares (fully paid)

4. Details of present registered holders

The persons registered as holders of the securities referred to in partigraph 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
FRC AMCI Intermediate BV	Rubicon Nominees Pty Ltd	IFRC AMCI Intermediate BV	14,694,964 Ordinary Shares (fully paid)
AMCI Investments Pty Ltd	UBS Nominees Pty Ltd	AMCI Investments Pty Ltd	14,694,964 Ordinary Shares (fully paid)

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 is as follows:

Holder of relevant inlerest	Date of acquisition		_ _ Consideration (9)		Class and number of securities
			Cash	Non-cash
Refer to Annexure A			----

6. Associates

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

Name and ACN/ARSN (if applicable)	Nature of association
AMCI investments Pty Ltd	"Acting in concert" regarding the acquisition of interests in the company.

7. Addresses

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

Name	Address
FRC AMCI Intermediate BV	Fred Rouskestraat 123, 1076 EE in Amsterdam, Netherlande
AMCI Investments Pty Ltd	Level 6, Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000
UBS Nominees Pty Ltd	IGPO Box 1257L, Malbourne, Victoria, 3001
Rubicon Nominees Ply Ltd	Level 21 123 Eagle Street, Brisbane, Queensland, 4000

Signature

DIRECTIONS

If there are a number of substantial holders with similar or related relevent 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 7 of the form.

• $(3)$ 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 total number of votes atlached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(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.

• $(B)$ 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."
• Details of the consideration must include any and all benefits, moneys 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 $(9)$ 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.

$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.

ANNEXURE A

Interests acquired and consideration

THIS IS A TRUE COPY OF ANNEXURE B OF 1 PAGE REFERRED TO IN FORM 603 NOTICE OF INITIAL SUBSTANTIAL HOLDER.

DATED:

SIGNED:

$7 - 1 - 2009$ Heren jo

Date	Shares	Consideration (\$)
19 October 2007	5,675,481	\$645,302.19
22 October 2007	1,583,887	\$205,905.31
24 October 2007	1,223,577	\$159,065.01
25 October 2007	1,442,536	\$187,529.68
26 October 2007	2,000,000	\$260,000
29 October 2007	1,000,000	\$125,000
30 October 2007	1,945,054	\$252,857.02
1 November 2007	3,175,922	\$412,869.86
2 November 2007	2,000,000	\$250,000
5 November 2007	1,321,325	\$165,165.63
6 November 2007	1,413,967	\$176,745.88
7 November 2007	764,699	\$95,587.38
5 December 2007	2,216,059	\$274,126.50
6 December 2007	546,782	\$71,081.66
7 December 2007	877,859	\$114,121.67
3 January 2008	700,000	\$94,500
4 January 2008	1,502,780	\$210,389.20

$\mathbf{r}$

603 page 2/2 15 July 2001

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Cullen Resources Limited
ACN/ARSN	006 045 790
1. Details of substantial holder (1) Name	AMCI Investments Pty I.td
ACN/ARSN (if applicable)	112 315 661
The holder became a substantial holder on	04/01/2008

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 Shares (fully paid)	29.389.926	29.389,928 ---	15.3%
		-----

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 relevent Interest (7)	Class and number of securities
AMCI Investments Pty Ltd	lon merkul	Beneficial owner of securities purchased	14,694,964 Ordinary Shares (fully paid)
FRC AMCI intermediate BV	lon markr t	Beneficial owner of securities purchased	14,694,964 Ordinary Shares (fully paid)

4. Datalls 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
AMCI Investments Pty Ltd	UBS Nominees Pty Ltd	AMCI Investments Pty Ltd	14,694,964 Ordinary Shares (fully paid)
IFRC AMCI Intermediate BV	Rubicon Nomine ee Pty Ltd	IFRC AMCI Intermediate BV	14,694,964 Ordinary Shares (fully paid)

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 is as follows:

Holder of relevant interest	Date of acquisition		Consideration (9)		Class and number of securities
			Cash ---	Non-cash
Refer to Annexure A

6. Associates

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

Name and ACN/ARSN (if applicable)	Nature of association
FRC AMCI Intermediate BV	['Acting in concert' regarding the acquisition of interests in the company.

7. Addresses

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

Name	Address
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
UBS Nominees Pty Ltd	GPO Box 1257L, Melbourne, Victoria, 3001

Signature

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 $(1)$ 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 7 of the form.

• $(3)$ 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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.

• 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." $(6)$
• Details of the consideration must include any and all benefits, moneys 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 $(9)$ 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.

$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.

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ANNEXURE A

Interests acquired and consideration

THIS IS A TRUE COPY OF ANNEXURE A OF 1 PAGE REFERRED TO IN FORM 603 NOTICE OF INITIAL SUBSTANTIAL HOLDER.

DATED: $7 - 1 - 08$
SIGNED: $7 - 1 - 08$

Date	Shares	Consideration (\$)
19 October 2007	5,675,481	\$645,302.19
22 October 2007	1,583,887	\$205,905.31
24 October 2007	1,223,577	\$159,065.01
25 October 2007	1,442,536	\$187,529.68
26 October 2007	2,000,000	\$260,000
29 October 2007	1,000,000	\$125,000
30 October 2007	1,945,054	\$252,857.02
1 November 2007	3,175,922	\$412,869.86
2 November 2007	2,000,000	\$250,000
5 November 2007	1,321,325	\$165,165.63
6 November 2007	1,413,967	\$176,745.88
7 November 2007	764,699	\$95,587.38
5 December 2007	2,216,059	\$274,126.50
6 December 2007	546,782	\$71,081.66
7 December 2007	877,859	\$114,121.67
3 January 2008	700,000	\$94,500
4 January 2008	1,502,780	\$210,389.20