Cullen Resources : 24 November 2021 Share Purchase Plan Documentation

ABN 46 006 045 790

Dear Fellow Shareholder

24 November 2021

Invitation to Participate in the Cullen Resources Limited Share Purchase Plan

On behalf of the Board of Directors of Cullen Resources Limited ("Cullen" or "the Company"), I am pleased to offer you the opportunity to purchase fully paid ordinary shares in Cullen under a Share Purchase Plan (SPP). The SPP will enable existing shareholders, irrespective of the size of their shareholding, to purchase up to A$30,000 worth of shares in the Company, free of all brokerage and other charges.

All of Cullen's Directors intend to participate in the SPP.

The enclosed documents, "Share Purchase Plan" and "Application Form", set out the terms and conditions of the offer to shareholders (Offer) and how to apply for shares should you wish to participate. By accepting the Offer and applying for shares, you agree to be bound by these terms and conditions.

The terms and conditions of the SPP will also be set out on our website - www.cullenresources.com.au.

Company Update

As described in the Company's most recent Quarterly Report (21-10-2021) and Exploration Update (8-11-2021), the Company is positioned to progress current and new exploration opportunities:

1. At Wongan Hills (90% Cullen), the discovery of nickel sulphides in ultramafic chip samples, at Rupert Prospect, together with a re-appraisal of historical data, has identified a major, ~25km long target trend for Ni-Cu-PGE mineralisation, where the "Julimar- type" and/or "Kambalda-type" exploration model may be applicable. Air core, RC, and/or diamond drilling supported by Downhole EM surveying are planned to commence in January 2022. Next Priority Steps targeting nickel sulphides to include:

• RC drilling down dip and along strike of RC6, guided by the ground EM models C1-C3 and DHEM surveying when acquired;
• Follow-upground EM surveying and/or air core drilling as a first pass over immediate Au, and Ni-Cu-Au +/- Pd soil anomalies;

• Target prioritisation and auger geochemical sampling of multiple magnetic anomalies along the ~25km eastern magnetic belt, from south of RC6 and north to the Jackaby Prospect: and,
• A drone magnetic survey at Wongan Hills over key Ni-Cu-PGE prospects, to assist in prioritisation of drilling (which has commenced).

2. First pass reconnaissance air core drilling has just been completed at Barlee (Cullen 100%) targeting gold, with assay results and interpretation available in January 2022. Barlee is a "greenfield" project area of approximately 450 sq. km which extends from 10 - 55 km SSE of the Penny Gold (previously "Penny West") deposit and the Youanmi greenstone belt, towards the NW tip of the Marda - Diemals greenstone belt. It covers significant strike of underexplored shear zones and numerous elongate and/or folded aeromagnetic highs, interpreted to be intercalated greenstone within granite terrane. Follow-up drilling is anticipated.

3. At North Tuckabianna (100% Cullen) air core drilling is planned to test parts of the NE-SWmajor contact between the felsic Eelya Complex and the greenstone belt, where cut by interpreted N-Sstructures for gold Air core drilling is also planned to test along strike of known base metal mineralisation at the Holllandaire copper resource (Cyprium Metals Limited, ASX:CYM)

4. JV funded Activities (ASX:CUL, 8-11-2021 & 24-8- 2021)

RC drilling of gold targets and detailed air magnetics to commence this month at Mt Eureka (Rox Resources Limited earning 75%).

Lachlan Star has commenced RC drilling of gold and nickel targets with an initial 1,200m at Killaloe (Cullen 20% FCI to DTM).

Capella Minerals Limited (TSXV:CMIL;FRA:N7D2) may earn an initial 70% interest in Cullen's wholly-owned subsidiary, Cullen Finland Oy via an incorporated JV. Cullen Oy holds applications in the Central Lapland Greenstone Belt, Finland, which is highly prospective for gold and copper.

Further information regarding the Company's activities is contained in the Company's 2021 annual report, various quarterly reports, the Company's "Exploration Update" of 8-11-2021, and the latest PowerPoint - "Wongan Hills Project - Investor Presentation" (ASX 5-10-2021). Copies of company announcements to the ASX may be found on Cullen's website (www.cullenresources.com.au).

Participation by Shareholders

The right to participate in this Offer under Cullen's SPP is available exclusively to persons who are registered as holders of fully paid ordinary shares in the Company at 7.00pm (AEDT) on the record date of 19 November 2021 and whose registered address is in Australia or New Zealand. However, the Offer does not extend to shareholders who hold shares in the Company on behalf of another person who resides outside Australia or New Zealand.

Eligible shareholders are entitled to apply for a minimum of A$1,000 worth of shares and a maximum of A$30,000 worth of shares under the SPP, or for a specified quantity of shares between the minimum and maximum numbers. If you wish to participate in the SPP, you may apply for shares in the amount of: A$1,000, A$3,000, A$5,000,

A$10,000, A$20,000 or A$30,000.

The offer to acquire shares under the SPP will close at 5:00pm (AEDT) on 17 December 2021 (Closing Date).

The SPP will also enable shareholders who do not hold a marketable parcel of at least A$500 worth of shares in the Company to increase their shareholding to greater than a marketable parcel, again without brokerage and other charges.

Purchase Price of Shares to be issued under the SPP

The purchase price of the new shares to be offered under the SPP to shareholders has been set at A$0.017 per share. The SPP provides shareholders with an exclusive opportunity to top up their shareholding at current market prices without brokerage or other costs.

The number of securities that may be issued by Cullen under the SPP cannot exceed 30% of the number of fully paid ordinary shares already on issue. For the purposes of this offer under the SPP, the Board has decided to limit the number of shares that may be issued on this occasion to a total of 80 million shares (being approximately 21% of the number of fully paid shares on issue).

However, the Board reserves its discretion to accept applications which result in excess of 80 million shares being issued under the SPP, depending on market conditions and the general level of investor interest in the Company during the term of the SPP. Additionally, the Board reserves the right to scale back applications received under the SPP, in its absolute and sole discretion. Should this happen, you may be allocated Shares to a value which is less than the parcel you have applied for and the difference will be refunded to you.

The Board intends to treat applications under the SPP on a first come - first served basis up to the maximum amount permissible.

Risk Factors

Whilst my fellow directors and I have confidence in the future of the Company and the attractiveness of the shares being offered under the SPP, I would be remiss if I did not also draw your attention to the fact that owning shares in a company like Cullen, is considered a speculative form of investment and that the future price of the Company's shares can rise or fall depending on a number of variables and fluctuations on the stock market generally. We encourage you to seek your own professional advice regarding your participation in the SPP.

Finally, shareholders should note that the Offer is not made under a Prospectus or other disclosure document and does not require the type of disclosure usually required under the Corporations Act 2001 (Cth). Accordingly, shareholders should read all information in relation to the SPP carefully, including any previous disclosures made by the Company on the ASX before deciding whether to participate in the SPP.

The Company is not providing investment advice or making any recommendation in relation to the SPP. Any decision to participate in the SPP should be made after considering your own objectives, financial circumstances and needs. If you are in any doubt as to the action you should take, you should consult your professional adviser when deciding whether or not to accept the Offer and participate in the SPP.

The market price of the shares on the ASX may rise and fall between the Closing Date (when the issue price will be determined) and the date when Cullen allots the shares to you under the SPP.

In the last 30 days the highest share price has been A$0.021 and the lowest share price has been A$ 0.018. The share price at the close of market on the 19 November 2021, was A$0.019.

Additional Information

If you would like to participate in the SPP, please return your completed Application Form together with a cheque for an amount equal to an amount of

A$1,000, A$3,000, A$5,000, A$10,000, A$20,000 or A$30,000, to Cullen's share registry on or before the

Closing Date, being 5:00pm (AEDT) on 17 December 2021. If you would like to pay electronically, please follow the BPAY® instructions on the SPP Application Form.

Please note that participation is entirely at your option and the offer is non-renounceable which means it cannot be transferred to anyone else.

Shares allotted under the SPP will be issued on or about 5 business days after the Closing Date.

If you have any questions on the proposed SPP, please call the Company's registered office on [phone]/0439 843 756 during normal business hours.

On behalf of the Board, I look forward to your continued support as the Company moves into what is an exciting exploration phase, with drill-ready targets identified and new prospect generation advancing.

Yours sincerely

John Horsburgh

Chairman

Cullen Resources Limited

ABN 46 006 045 790

SHARE PURCHASE PLAN (SPP)

24 November 2021

TERMS & CONDITIONS

1. Offer

This is an offer to Eligible Shareholders of Cullen Resources Limited (Cullen or Company), to purchase up to A$30,000 of additional fully paid ordinary shares in the Company (New Shares) without being required to pay brokerage fees or incurring additional transaction costs.

Please read these Terms and Conditions in full as you will be bound by them by participating in the SPP.

The SPP opens at 9:00am (AEDT) on 26 November and closes at 5:00pm (AEDT) on 17 December 2021 unless it is extended by Cullen.

Cullen reserves the right to change at any time the Closing Date or the proposed Allotment Date, by making an announcement to the ASX. Cullen also reserves the right to terminate the SPP at any time prior to the issue of Shares under the SPP. If Cullen terminates the SPP, it will refund any money paid by eligible Shareholders under the SPP. Interest will not be paid on any money so refunded.

2. Eligible Shareholders

You are eligible to participate in the SPP (Eligible Shareholder) if you were the registered holder of one or more fully paid ordinary shares in Cullen (Shares) at 7:00pm (AEDT) on 19 November 2021 (Record Date) with an address as recorded in Cullen's share register in Australia or New Zealand, unless you hold the Shares on behalf of another person who resides outside Australia or New Zealand.

The SPP may not be released or distributed in any country other than Australia or New Zealand. This SPP does not constitute an offer in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

The Company reserves the right to reject any acceptance which it believes comes from a person who is not an Eligible Shareholder.

The SPP may not be released or distributed in any country other than Australia or New Zealand. The SPP does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country.

Participation in the SPP is entirely optional. Offers made under the SPP are not renounceable. This means that Eligible Shareholders cannot transfer their right to purchase New Shares under the SPP Offer to another person.

3. SPP timetable*

Record Date (7.00pm AEDT)	19 November 2021
Opening Date (9.00am AEDT )	26 November 2021
Closing Date (5.00pm AEDT)	17 December 2021
Allotment Date	Within 5 business
	days of the closing
	of the SPP

*Cullen may vary any of the above dates at its discretion (even if the SPP has opened, or BPAY® or Application Forms have been received).

4. Participation

4.1 Single holders

If you are the only registered holder of Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings or joint holdings), you may only apply for up to A$30,000 worth of New Shares.

Where a trustee or nominee is expressly noted on the Company's share register as holding Shares on account of a named beneficiary, the named beneficiary will be taken to be the registered holder of those Shares, and on application for Shares under the SPP, certification or issue of Shares to the trustee or nominee will be taken to be an application or certification by, or issue to, the name beneficiary.

4.2 Joint holders

If you are recorded with one or more other persons as the joint holder of Shares, that joint holding is considered to be a single registered holding for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that single holding only. If the same joint holders receive more than one offer under the SPP due to multiple identical holdings, whether those joint holdings are in the same registered name of the joint holding, or as an individual holder, the joint holders may only apply for a maximum parcel of A$30,000 worth of New Shares.

4.3 Custodians, trustees and nominees

If you are a Custodian and hold Shares on behalf of one or more persons that are not Custodians resident in Australia or New Zealand (each a Participating Beneficiary), or on behalf of a "downstream custodian"( as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 who holds the beneficial interest in Shares on behalf of a Participating Beneficiary, you may apply for up to a maximum of A$30,000 worth of New Shares for each Participating Beneficiary subject to providing the Company with a Custodian Certificate (see clause 11).

If you hold Shares as a Custodian for joint holders:

1. the A$30,000 limit applies jointly in relation to those persons as if the Custodian holds the Shares on behalf of a single person; and
2. where the terms on which the Shares are held do not cover the giving of instructions of this kind - the Custodian has received such an instruction from any of those persons.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (as above) will apply. You are not eligible to participate on behalf of a person who resides outside Australia or New Zealand.

Cullen reserves the right (exercisable at its sole discretion) to reject any application for Shares where it believes the requirements of this clause 4 have not been met. Any necessary refund will be paid by Cullen to Eligible Shareholders shortly after the Closing Date or the date upon which the Closing Date is extended. Interest will not be paid on any money refunded under this clause.

5. Issue Price of Shares

The issue price for each New Share has been set at A$0.017 cents each (SPP Offer Price). The SPP Offer Price represents:

a discount of 10.5% to the Company's market closing price of shares on 19 November 2021 (being the last trading day before details of the SPP were announced).

The SPP Offer Price is fixed, regardless of any changes in the market price of Shares during the SPP Offer period.

Shareholders should be aware that the market price of Shares on the ASX may rise or fall between the date of this offer and the date when New Shares are allotted and issued to you. The price you pay per New Share under this SPP Offer may be greater or less than the market price of Shares up to or after the time the New Shares are issued to you pursuant to this SPP Offer. This means it is possible that, up to or after the date you receive New Shares under the SPP, you may be able to buy Shares on ASX at a lower price than under the SPP.

You should obtain your own independent investment advice in relation to the SPP Offer and consider price movements of Shares before participating in this SPP

Offer. The Company recommends you monitor its announcements and share prices, which can be found on the Company's website at www.cullenresources.com.auand on the ASX website at www.asx.com.au(ASX code: CUL).

5. Shares offered

Eligible Shareholders may apply for a dollar amount of Shares under the SPP, up to a maximum of A$30,000 not a number of Shares. You may apply for Shares in the amount of A$1,000, A$3,000, A$5,000, A$10,000, A$20,000 or A$30,000. The Company reserves the right to scale back allocations under the SPP in its sole and absolute discretion. Any necessary refund will be paid by the Company to Eligible Shareholders shortly after the Closing Date of the SPP offer or the date to which it may be extended. No interest will be paid on any money refunded.

6. Applying for New Shares under the SPP

If you would like to apply for New Shares under the SPP, please complete the enclosed Application Form and return it, together with your cheque made payable to Cullen Resources Limited, to the address shown on the Application form.

Applications should only be made in one of the designated amounts set out in the Application Form. If the amount of the cheque tendered with the Application Form is not one of the designated amounts, Cullen reserves the right to return the Application Form and cheque and not allot any New Shares to you or to accept the cheque in respect of a lesser number of New Shares and refund the balance of your Application Monies without interest.

Furthermore, if your Application Form is incomplete, contains errors or is otherwise invalid or defective, the Company may, in its sole discretion, accept, reject, correct or amend your application, issue such number of Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any necessary refund will be paid to you shortly after the Closing Date. No interest will be paid on any refund.

Should you pay for any Shares by cheque and your cheque does not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.

You can also remit funds electronically using BPAY® as indicated on the Application Form. Please type the Customer Reference Number and Biller Code exactly as it appears on your Application Form. If you receive more than one Application Form you are required to use the Customer Reference Number and Biller Code found on each form to make your applications. If you remit funds via BPAY® there is no need to return the Application Form.

Applications together with the appropriate payment must be received by the Closing Date, currently at