CULLEN RESOURCES LIMITED — Major Shareholding Notification 2011

Dec 15, 2011

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	Wythenshawe Pty Ltd and associates
ACN/ARSN (if applicable)	008 947 420

The holder became a substantial holder on $14/12/2011$

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	77,994,775	77,994,775	77,994,775

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 relevant interest (7)	Class and number of securities
Wythenshawe Pty Ltd Glyde Street Noms Pty Ltd Warramboo Holdings Pty Ltd	Shareholders	34, 382, 553 25,000,000 18,612,222

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number of securities
interest	securities	registered as holder (8)
Wythenshawe Pty Ltd	Wythenshawe Pty Ltd	Wythenshawe Pty Ltd	34, 382, 553
Glyde Street Nom P/L	Glyde StreetNom P/L	Glyde Street Nom P/L	25,000,000
Warramboo Hold P/L	Warramboo Hold P/L	Warramboo Hold P/L	18,612,222

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:

Date of acquisition	Consideration (9)		Class and number of securities
	Cash	Non-cash
	3.2c/share		10,822,698 25,000,000 15,000,000
	Glyde Street Nom $P/L$ 14 Dec 2012

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
Wythenshawe Pty Ltd Glyde Street Nom P/L Warramboo Hold P/L	Associated by reason of common directorships and acting in concert

7. Addresses

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

Name	Address
Wythenshawe Pty Ltd Glyde Street Nom P/L	PO Box 689, West Perth, WA 6872 PO Box 689, West Perth, WA 6872
Warramboo Hold P/L	PO Box 689, West Perth, WA 6872

Signature

print name	Peter Ruttledge	capacity	Company Secretary
sign here		date	15/12/2011

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 7 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 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ 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.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of $(a)$ 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 $(b)$ 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 $(8)$ "unknown".