Rumble Resources Incorporated — Capital/Financing Update 2023

Jun 7, 2023

ESCROW AMENDING AGREEMENT (#2)

THIS AGREEMENT is made as of the 4 th day of May, 2023

AMONG:

RUMBLE RESOURCES INC., a body corporate duly incorporated under the laws of the Province of British Columbia and having a registered office at 741 Harbourfront Drive, Salmon Arm, British Columbia, V1E 3L4;

(the "Issuer")

AND:

ODYSSEY TRUST COMPANY, a trust company licensed to carry on business in the provinces of Alberta and British Columbia with an office located at United Kingdom Building, 350 - 409 Granville Street, Vancouver BC V6C 1T2;

(the "Escrow Agent")

AND:

EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER (a "Securityholder" or "you")

(collectively, the "Parties")

WHEREAS:

• A. The Parties entered into an Escrow Agreement dated March 23, 2022, as amended April 4, 2023 (the "Escrow Agreement"), under National Policy 46-201 Escrow for Initial Public Offerings in connection with the proposed distribution, by the Issuer, an emerging issuer, of common shares by prospectus;
• B. The Canadian Securities Exchange (the "CSE") has advised the Issuer that the CSE's new policy regarding escrow securities requires that all releases of securities from escrow be based on the initial release date and not the listing date; and
• C. The Parties wish to revised the Escrow Agreement in order to comply with the new CSE policy;

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby confirm the following amendments to the Escrow Agreement:

1. Section 2.1.1 of the Escrow Agreement be deleted in its entirety and replaced with the following:

2.1.1 Usual case

The escrow securities will be released as follows:

Subject to CSE approval, onthe date no	1/10of your escrow securities
earlier than 10 days following public
announcement of the results of the first
phase exploration program as described in
the listing statement that the Issuer files
with the CSE in connection with its CSE
listing application(the initial release date)
6 months after the date the initial release	1/6of your remaining escrow securities
12 months after the initial release	1/5of your remaining escrow securities
18 months after the initial release	1/4 of your remaining escrow securities
24 months after the initial release	1/3 of your remaining escrowsecurities
30 months after the initial release	1/2 of your remaining escrow securities
36 months after the initial release	your remaining escrow securities

1. All other terms and conditions of the Agreement, except as amended or modified hereby, remain in full force and effect.

The Parties have executed and delivered this Agreement as of the date set out above.

ODYSSEY TRUST COMPANY

_____________________________________________

(signed) Jessica De La Torre

Authorized signatory

RUMBLE RESOURCES INC.

(signed) Erwin Wong

_____________________________________________ Authorized signatory

Signed, sealed and delivered byBrian Gossin the presence of:	))
__________________________________________)	)(signed) Brian Goss
Signature of Witness	)________________________
__________________________________________)	)Brian Goss
Name of Witness	)
Signed, sealed and delivered by	)
Erwin Wongin the presence of:	))
__________________________________________)	(signed)Erwin Wong
Signature of Witness	)________________________
__________________________________________)	)Erwin Wong
Name of Witness	)
Signed, sealed and delivered by	)
Benjamin Asuncionin the presence of:	)
__________________________________________)	)(signed) Benjamin Asuncion
Signature of Witness	)________________________
__________________________________________)	)Benjamin Asuncion
Name of Witness	)
Signed, sealed and delivered by	)
Christopher Patersonin the presence of:	)
__________________________________________)	)(signed) Christopher Paterson
Signature of Witness	)________________________)Christopher Paterson
__________________________________________)
Name of Witness	)