CULLEN RESOURCES LIMITED — Major Shareholding Notification 2014

Jul 2, 2014

603 page 1/2 15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To	Company Name/Scheme	Cullen Resources Limited	Cullen Resources Limited
ACN/ARSN		ACN 006 045 790
1.	Details of substantial holder (1)
		Baosteel Group Corporation (Baosteel), Fortune BS Company Pte. Ltd. (Fortune BS), Baosteel Resources Australia
Name		Pty Ltd (ACN 154 815 362) (Baosteel Resources Australia) and each of Baosteel's subsidiaries listed in Annexure A
		which control Baosteel Resources Australia (Baosteel Subsidiaries)
ACN/ARSN (if applicable)		As specified above
The	holder became a substantial holder on		01/07/2014
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)
	Ordinaryshares		102,343,426 102,343,426			9.86%
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
	Baosteel Resources Australia, Fortune BS, Baosteel, Baosteel Subsidiaries and Aurizon Operations Limited (ACN 124 649 967) (Aurizon)		Taken under section 608(3)(a) of the_Corporations Act_ 2001(Cth) (Corporations Act) to have a relevant interest in 102,343,426 ordinary shares, by virtue of having voting power in excess of 20% in Aquila Resources Limited (ACN 092 002 769) (Aquila)1		102,343,426 ordinary shares
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
	interest		securities registered as holder(8)				of securities
			Penoir Pty Ltd n/a				77,690,123 Ordinary shares
	Each of the parties named in item 3		Aquila n/a				13,353,303 Ordinary shares
			BT.X Pty Ltd n/a				11,300,000 Ordinary shares
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		Date of acquisition Consideration (9)				Class and number
	interest		Cash	Non-cash			of securities
	Each of the parties named in item 3		n/a – deemed to acquire relevant interest pursuant to acquisition of a relevant interest in Aquila shares n/a – deemed to acquire relevant interest pursuant to acquisition of a relevant interest in Aquila shares				102,343,426 ordinary shares

1 For details, refer to Aquila's notice of change of interests of substantial holder dated 21 March 2014 and Baosteel's notice of change of interests of substantial holder dated 2 July 2014 as was released on Aquila's ASX disclosure platform. ME_113880740_2 (W2007)

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
Baosteel, Baosteel Resources Australia, Fortune BS and each other Baosteel Subsidiary	Associates pursuant to section 12(2)(a) of the Corporations Act, by virtue of the fact that Baosteel controls each of Baosteel Resources Australia, Fortune BS and each other Baosteel Subsidiary.
Aurizon	Persons with whom Baosteel Resources Australia and/or Fortune BS (as relevant) has entered into the following agreements (section 12(2)(b) and (c) of the Corporations Act): 1. Joint bidding agreement between Baosteel Resources Australia and Aurizon dated 3 May 2014 2. Shareholders agreement between Baosteel Resources Australia, Fortune BS and Aurizon dated 3 May 2014 3. Infrastructure framework agreement between Baosteel Resources Australia, Fortune BS and Aurizon dated 3 May 2014; and 4. Convertible securities agreement between Aurizon and Baosteel Resources Australia dated on or about 4 May 20142

7. Addresses

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

Name	Address
Baosteel, Fortune BS and each other Baosteel Subsidiary	c/o Baosteel Tower, No 370 Pudian Road, Pudong New District, Shanghai, China
Baosteel Resources Australia	Level 20, Allendale Square, 77 St Georges Terrace, Perth, WA, 6000
Aurizon	Level 17, 175 Eagle Street, Brisbane, QLD, 4000
Aquila, Penoir Pty Ltd and BT.X Pty Ltd	Level 2, 1 Preston Street, Como, WA 6000 Australia

Signature

print name Adam Handley	capacity	Solicitor
sign here	date	03/07/2014
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.

(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 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.

• (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.

2 Copies of these agreements were annexed to Baosteel's notice of change of interests of substantial holder dated 5 May 2014 as was released on Aquila's ASX disclosure platform.

ME_113880740_2 (W2007)

• (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 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.

• (8) 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.’”

• (9) 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.

ME_113880740_2 (W2007)

603 GUIDE page 1/1 13 March 2000

ANNEXURE A Baosteel Subsidiaries

This Annexure A of 1 page referred to in Form 603 Notice of initial substantial holder and signed by me, Adam Handley (solicitor):

603 GUIDE page 1/1 13 March 2000	603 GUIDE page 1/1 13 March 2000
ANNEXURE A Baosteel Subsidiaries
This Annexure A of 1 page referred to in Form 603 Notice of initial substantial holder and signed by me, Adam Handley (solicitor):
Signed: Dated: 3 July 2014
Name	ACN/ARSN(if applicable)
Baosteel Resources International Co., Ltd.	n/a
BSR Global Holdings Ltd	n/a
Baosteel Resources Holding Company Ltd.	n/a

ME_113880740_2 (W2007)