CULLEN RESOURCES LIMITED — Major Shareholding Notification 2015

Dec 1, 2015

Baosteel Resources Australia Pty Ltd

ABN 66 154 815 362

BY FACSIMILE: 1300 135 638

1 December 2015

Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir or Madam

FORM 604

We attach a Form 604 in respect of the change of interests of Baosteel Resources Australia Pty Ltd and its relevant associates in the shareholding of Cullen Resources Limited (ASX Code: CUL). This form will also be sent to Cullen Resources Limited.

Yours sincerely

Chao Ye Company Secretary

01/12/2015 19:11 #258 P.002/005

604 page 1/4 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Cullen Resources Limited
ACN/ARSN	006 045 790
1. Details of substantial holder (1)
Name	Baosteel Group Corporation (Baosteel), Baosteel Resources Australia 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) As above
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	01/12/2015
The previous notice was given to the company on	01/07/2014
The previous notice was dated	01/07/2014

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 r

_________ Class of securities (4)	--------------------------------------- Previous notice		--------------------------------------- Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
)rdinarv _________	102,343,426 _________	9.86%	2 343 426	6.16%

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 scheme, since the substantial
holder was last required to give

Date of Change	Person whose relevant interest changed	Nature of change $(6)$	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
01/12/2015	As per Appendix 3B lodged by Culten Resources Limited (CUL) on 01/12/2015, the total ordinary fully paid CUL shares on issue was increased to 1,661,560,131. Due to the new voting shares being issued by CUL, this has resulted in a decrease in the percentage of CUL votes held by the Substantial Holder and its associates.

604 page 2/4 15 July 2001

4. Present relevant interests

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
Aguila Resources Pty Ltd	Aguila Resources Pty Ltd	Aguila Resources Pty Ltd	Registered Holder	13.353.303	13.353.303
BT.X Ptv 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

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:

$\cdots$ Name and ACN/ARSN l (if applicable)	_________ association Nature oi
-BS Pto 'te Ltd ∴ompany ' tune.	. Piv a sharehoider Lto allud k Geased 'ΩŤ i Resources 10 he a _________

6. Addresses

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

. Name	. Address --------
'TAC ano	ALL $\sim$ $-$ . . . . -Ne ∴∩WP* ketrici . nn. , , くへつい سما unina יי nanc .
	- n c Perth evel uu o DITO'S л suanc . . ______ ______ .

Signature

print name	Chao Ye	Capacity Australia	Secretary of Baosteel Resources
Sign here	ιυ	date	01/12/2015

604 page 3/4 15 July 2001

DIRECTIONS

• $(1)$ 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), 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.
• 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. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ 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
• $(b)$ 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

$(8)$ 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".

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

$\bar{z}$

604 page 4/4 15 July 2001

ANNEXURE A Baosteel Subsidiaries

This Annexure A of 1 page referred to in Form 604 Notice of change of interests of substantial holder and signed by me, Chao Ye (secretary of Baosteel Resources Australia):

Signed:

Dated: 1 December 2015

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