CULLEN RESOURCES LIMITED — Major Shareholding Notification 2013

Mar 17, 2013

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Cullen Resources Limited
ACN/ARSN	006 645 790
1. Details of substantial holder (1)
Name	See Annexure 'A'
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on	14/3/2013
The previous notice was given to the company on	6/11/2012
The previous notice was dated	6/11/2012

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	104,843,426	14.59%	104.843.426	12.81%

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 scherne, since the substantial
holder was last required to giv

Date of Change	Person whose relevant interest changed	Nature of change (6)	Consideration qiven in relation to change $(7)$	Class and number of securities affected	Person's votes affected
6/3/2013		As per Appendix 3B lodged by Cullen Resources Limited (CUL), the total ordinary fully paid CUL shares on issue was increased to 818,389,431. Due to the new voting shares being issued by CUL, this has resulted in a decrease in the percentage of Cullen Resources Limited votes held by the Substantial Holder and its associates.

4. Present relevant interests

ł,

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

Holder of relevant interest	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
	(a) BT.X Pty Ltd as to 11,300,000	(a) BT.X Pty Ltd
	(b) Penoir Pty Ltd as to 77,690,123	(b) Aquila Steel Pty Ltd	Section 608 (1) (b) and (c) (Power to control the voting and
Aquila Resources Limited Group	(c) Aquila Resources Limited as to	(c) Penoir Pty Ltd (d) Aquila Resources	disposal rights of shares held by Aguila Steel Pty Ltd, Penoir Pty Ltd, BT.X Pty Ltd and
See Annexure A	13,353,303	Limited	Aquila Resources Limited)	102,343,426	102,343,426
	(a) BT.X Pty Ltd as to 11,300,000	(a) BT.X Pty Ltd
	(b) Penoir Pty Ltd as to 77,690,123	(b) Aquila Steel Pty Ltd
	(c) Aquila Resources Limited as to	(c) Penoir Pty Ltd	Section 608 (3) (a) $-$
Tony Poli	13,353,303	(d) Aquila Resources Limited	Voting power in Aquila Resources Limited above 20%	102,343,426	102,343,426
BT.X Pty Ltd	BT.X Pty Ltd	BT.X Pty Ltd	Registered Holder	11,300,000	11,300,000
Penoir Pty Ltd	Penoir Pty Ltd	Penoir Pty Ltd	Registered Holder	77,690,123	77,690,123
Aquila Resources Limited	Aquila Resources Limited	Aquila Resources Limited	Registered Holder	13,353,303	13,353,303
Charles Bass	Charles Bass	Charles Bass	Registered Holder and associate of Aquila Resources Limited as Charles Bass is a Non-Executive Director of Aquila Resources Limited	2,500,000	2,500,000

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 ACN/ARSN (if applicable)	Nature of association
N/A

6. Addresses

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

Name	Address
See Annexure A

Signature

print name	TONY POLI	DIRECTOR Capacity AQUILA RESOURCES LIMITED
Sign here		date $18 / 05 / 2013$

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interest (eg. A corporation and its related corporations, or the manager and trustee of an equity trust), $(1)$ 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 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.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• $(a)$ 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
• $(b)$ 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.

$(7)$ 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 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.

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". $(8)$

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

CULLEN RESOURCES LIMITED ACN 006 645 790

This is annexure A of 1 page referred to in form 604 Notice of change of interests of substantial holder

Item 1 (Aquila Resources Limited Group Companies)

Aquila Resources Limited $(ACN)$ 092 002 769) (Substantial Holder) Aquila Steel Pty Ltd $(ACN 097 803 613)$ (Substantial Holder) Aquila Steel (SA) Pty Ltd (ACN 116 015 466) (Substantial Holder) Penoir Pty Ltd (ACN 095 529 445) (Substantial Holder) BT.X Pty Ltd (ACN 099 392 766) (Substantial Holder) Aquila Coal Pty Ltd (ACN 097 801 940) (Substantial Holder) Aquila Energy Holdings (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) Aquila Energy (S Africa) (Proprietary) Limited $(ACN N/A)$ (Substantial Holder) Aquila Steel (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) B D Coal Pty Ltd (ACN 113 623 439) (Substantial Holder) I P Coal Pty Ltd (ACN 114 245 993) (Substantial Holder) Aquila Exploration Pty Ltd (ACN 129 391 546) (Substantial Holder) Argos Steel (Offshore) Pty Ltd (ACN 129 398 563) (Substantial Holder) Argos (WA) Pty Ltd (ACN 129 398 554) (Substantial Holder) Argos (Qld) Pty Ltd (ACN 129 398 572) (Substantial Holder) Argos Energy (Offshore) Pty Ltd (ACN 129 398 581) (Substantial Holder) Aquila (Washpool) Pty Ltd (ACN 139 971 976) (Substantial Holder) Washpool Coal Pty Ltd (ACN 139 976 819) (Substantial Holder) Aquila Energy Holdings (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder) Aquila Energy EK (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder)

Level 2, Aquila Centre, 1 Preston Street, Como WA 6152

Aquila Energy Services (Singapore) Pte. Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel Northern Cape (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel Thabazimbi (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) PT Aquila Energy Development Indonesia $(ACN N/A)$ (Substantial Holder) Aquila Steel Thabazimbi (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel Northern Cape (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) Aquila (Talwood) Pty Ltd (ACN 147 400 691) (Substantial Holder) Talwood Coal Pty Ltd (ACN 147 100 744) (Substantial Holder) Aquila Energy Bara (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder) Aquila Energy Mitra (Singapore) (Pte.) Ltd. $(ACN N/A)$ (Substantial Holder) PT Aquila Energy Mitra Indonesia $(ACN N/A)$ (Substantial Holder) PT Aquila Energy Bara Indonesia $(ACN N/A)$ (Substantial Holder) Gravenhage Manganese (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) West Pilbara Iron Management Pty Ltd (ACN 149 741 328) (Substantial Holder) Eagle Downs Pty Ltd (ACN 150 192 493) (Substantial Holder) Isaac Plains Coal Marketing Pty Ltd (ACN 150 298 409) (Substantial Holder) Aquila Steel Avontuur (Mauritius) Pty Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel Avontuur (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) Aquila Exploration and Management (S Africa) (Pty) Ltd $(ACN N/A)$ (Substantial Holder) Aquila Steel (Gabon) SARL $(ACN N/A)$ (Substantial Holder) Aquila (Injune) Pty Ltd ACN 162 116 761 (Substantial Holder) Injune Creek Coal Pty Ltd ACN 162 116 789 (Substantial Holder)

Level 2, Aquila Centre, 1 Preston Street, Como WA 6152

604 page 6/2 15 July 2001

Item 2 (Individual)

$\chi^2 = 10^{-10}$ keV

Anthony Poli
(Substantial Holder)

Signed:

Diredfor

Aquila Resources Limited $\operatorname{\mathsf{Dated}}$ $18 / 03 / 13$ C/- Level 2, Aquila Centre, 1 Preston Street,
Como WA 6152