CULLEN RESOURCES LIMITED — Major Shareholding Notification 2010

Nov 23, 2010

Partner Writer Direct line Email Our reference

24 November 2010

Derek Pocock Michael Jeffery 07 3233 8609 mjeffery@mccullough.com.au MJJ:DJP:150640-00058

Fax transmission

Company Announcements Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

Fax 1300 135 638

Dear Sir/Madam

Cullen Resources Limited (ASX: CUL) - Ceasing to be a substantial holder

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

We attach an ASIC Form 605 (Notice of ceasing to be a substantial holder) issued by our clients in relation to the ordinary shares of Cullen Resources Limited.

Yours faithfully

Derek Pocock Partner

Mr Wayne Kernaghan Copy Company Secretary Cullen Resources Limited (08) 9474 5588

attachment 10182163v1

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		605	page 2/2	15 July 2001
	Form 605 Corporations Act 2001 Section 671B
	Notice of ceasing to be a substantial holder
To Company Name/Scheme	Cullen Resources Limited
ACN/ARSN	006 045 790
1. Details of substantial holder (1)
Name	AMCI Investments Pty ACN 112 315 661 (AMCI Investments) and AMCI International AG (AMCI International)
ACN/ARSN (if applicable)
The holder ceased to be a
substantial bolder on	22/11/2010

substantial holder on	22/11/2010
The previous notice was given to the company on	7/08/2008
The previous notice was dated	7/08/2008

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4)	Consideration aiven in relation to change $(5)$	Class (6) and number of securities affected	Person's votes affected
22 November 12010	AMCI Investments	Off-market transfer of \$2,541,134.95 shares in the form of the agreements set lout in Annexure A.		ORD 50,822,699	50,822,699
22 November 2010	AMCI international	Ceasing to have a relevant interest under section 608(3) Corporations Act in the shares transferred by AMCI Investments under the agreements set out in Annexure A .	Νil	ORD 50,822,699	50,822,699
24 September 2008	AMCI investments and On market acquisition \$100,036.75 AMCI international	of 826,750 shares by AMCI Investments		ORD 826,750	826,750
	27 August 2008 AMCI investments and On market acquisition \$140,705.12 AMCI International	of 1,161,892 shares by AMCI Investments		ORD 1, 161, 892	1.161.892

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

. a company of the company Name and ACN/ARSN (if applicable). ---------------------------------------	Nature of association ---
Not applicable

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Addresses

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The addresses of persons named in this form are as follows:
Name	Address
AMCI Investments	Level 8, Riverside Centre, 123 Eagle Street, Brisbane, Queensiand 4000
AMCI International	Seestrasse 17, 6300 Zug, Switzerland

Signature

print name	Mark Tzannes		capacity Director
sign here	$\mathbb{Z}$	date	22111/10

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 4 of the form.
• $(2)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(4)$ 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
• 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 $(b)$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(5)$ 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 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.
• The voting shares of a company constitute one class unless divided into separate classes. $(6)$
• $(7)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

This is Annexure A of $4r$ pages referred to in ASIC Form 605 - Notice of ceasing to be a substantial holder

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Mark Tzannes Name: Capacity: Director

Date: $22 |11 |10$ .

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Share sale agreement

22 November 2010 Dated

Parties

Seller	AMCI Investments Pty Ltd ACN 112 315 661 of Level 8, 123 Eagle Street, Brisbane, Queensland 4000
Buver	Brisbane Investments I Ltd of 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands

Agreed terms

• The Seller is the registered holder of 25,411,350 ordinary class shares in Cullen Resources $\mathbf{1}$ Limited ACN 006 045 790 (Sale Shares).
• The Seller agrees to sell the Sale Shares, and the Buyer agrees to buy the Sale Shares, from the $\overline{2}$ Seller:
• $(a)$ free from encumbrances;
• for the purchase price of \$1,270,567.50 (being \$0.05 per Sale Share) (Purchase Price); $(b)$
• on 22 November 2010 (Completion Date); and $(c)$
• otherwise on the terms of this document. $(d)$
• On the Completion Date: 3
• the Seller must give the Buyer: $(a)$
  • absolute ownership of and title to the Sale Shares free from encumbrances; and $(1)$
  • completed transfers of the Sale Shares to the Buyer signed by the Seller in $(II)$ registrable form and any other documents which the Buyer reasonably requires to obtain title to the Sale Shares and to have the Sale Shares registered in the name of the Buyer; and
• the Buyer must pay the Purchase Price at the direction of the Seller. $(b)$
• The Seller represents and warrants that it has the power and authority to transfer full legal and 4 beneficial ownership of the Sale Shares to the Buyer on the Completion Date, without the consent of a third person and free from any rights of a person under an arrangement such as an option, a right of pre-emption or a right of first refusal.
• Each party represents and warrants that it has the power to enter into and perform its obligations 5 under this document.

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Execution

EXECUTED as an agreement

AMCI Investments Pty Ltd ACN 112 315 661 by its duly authorised officer in the presence of:

Signature of itness

Robert McNamara

Signed by Brisbane Investments I Ltd by its duly

$\pmb{\ell}_i$ Name of witness (print)

authorised officer in the presence of:

Signature of Authorised Officer

Mark Tzannes

Full Name of Authorised Officer

Director Office Held

• Signature of A Officer hс sed HANS MENDE
• Full Name of Authorised Officer

Name of witness (print)

Signature of witness

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10044261v1 $\overline{\phantom{0}}$ $\mathbf 2$

Share sale agreement

Dated		22 November 2010
-------	--	------------------	--

Parties

Seller	AMCI Investments Pty Ltd ACN 112 315 661 of Level 8, 123 Eagle Street, Brisbane, Old 4000
Buver	Brisbane Investments II Ltd of 87 Mary Street, George Town, Grand Cayman KY1-9005. Cayman Islands

Agreed terms

• $\mathbf{1}$ The Seller is the registered holder of 25,411,349 ordinary class shares in Cullen Resources Limited ACN 006 045 790 (Sale Shares).
• The Seller agrees to sell the Sale Shares, and the Buyer agrees to buy the Sale Shares, from the $\overline{2}$ Seller:
• $(a)$ free from encumbrances;
• for the purchase price of \$1,270,567.45 (being \$0.05 per Sale Share) (Purchase Price); $(b)$
• on 22 November 2010 (Completion Date); and $(c)$
• otherwise on the terms of this document. $(d)$
• $\overline{3}$ On the Completion Date:
• $(a)$ the Seller must give the Buyer:
  • absolute ownership of and title to the Sale Shares free from encumbrances; and $(i)$
  • completed transfers of the Sale Shares to the Buyer signed by the Seller in $(ii)$ registrable form and any other documents which the Buyer reasonably requires to obtain title to the Sale Shares and to have the Sale Shares registered in the name of the Buyer; and
• $(b)$ the Buyer must pay the Purchase Price at the direction of the Seller.
• The Seller represents and warrants that it has the power and authority to transfer full legal and $\ddot{4}$ beneficial ownership of the Sale Shares to the Buyer on the Completion Date, without the consent of a third person and free from any rights of a person under an arrangement such as an option, a right of pre-emption or a right of first refusal.
• 5 Each party represents and warrants that it has the power to enter into and perform its obligations under this document.

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EXECUTED as an agreement

AMCI Investments Pty Ltd ACN 112 315 661 by its duly authorised officer in the presence of:

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Robert McNamara

Signed by Brisbane Investments II Ltd by its duly

Name of witness (print)

authorised officer in the presence of:

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Signature of Authorised Officer

Mark Tzannes

Full Name of Authorised Officer

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Signature of Authorised Officer

FRITZ KUNDRUN

Full Name of Authorised Officer

Name of witness (print)

Signature of witness

Office Held