Rumble Resources Incorporated — Share Issue/Capital Change 2025

Jun 20, 2025

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

Date: June 10, 2025

What Are We Offering?

Rumble Resources Inc. (the “Company”) is offering up to 4,700,000 units at a price of $0.075 each for gross proceeds of up to $352,500. Each unit consists of one common share of the Company and one transferable share purchase warrant entitling the holder to acquire an additional common share of the Company for $0.10 for a period of two years. While the common shares comprising the units will not be subject to a hold period, the share purchase warrants will be restricted from trading for 60 days.

The Company’s common shares rank equally as to dividends, voting rights and participation in assets. No shares have been issued which are subject to call or assessment. There are no pre-emptive or conversion rights and no provision for redemption, purchase for cancellation, surrender or sinking or purchase funds. Provisions as to the modifications, amendments or variation of such rights or provisions are contained in the British Columbia Corporations Act.

Concurrently with our offering described in this document, we will be attempting to raise an additional $172,500 through the sale of 2,300,000 units at a price of $0.075 each pursuant to other exemptions. Each unit of this concurrent offering will consist of one common share of the Company and one transferable share purchase warrant entitling the holder to acquire an additional common share of the Company for $0.10 for a period of two years. Both the common shares and warrants comprising these units will be subject to a hold period of four-months and one day.

There is no minimum offering or subscription amount. Funds available under the offering may not be sufficient to accomplish our proposed objectives and we will not be able to close the offering. The offering may close in one or more closings. The Company anticipates completing the offering by July 25, 2025.

The Company’s common shares trade on the Canadian Securities Exchange under the ticker symbol “RB”. The closing price of the Company’s common shares on the Canadian Securities Exchange on June 10, 2025 was $0.10.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

Rumble Resources Inc. is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this offering, we represent the following is true:

• We have active operations and our principal asset is not cash or cash equivalents or our exchange listing.

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• We have filed all periodic and timely disclosure documents that we are required to have filed.
• The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document will not exceed the greater of $5,000,000 or 10% of our market capitalization.
• We will not close this offering unless we reasonably believe we have raised sufficient funds to meet our business objectives and all liquidity requirements for a period of 12 months.
• We will not allocate proceeds from this offering to an acquisition that is a “significant acquisition” or “restructuring transaction” under securities law or to any other transaction that requires security holder approval.

This offering document, together with any document filed under Canadian securities legislation on or after June 10, 2024, contains disclosure of all material facts about the issuer and the securities being distributed and does not contain a misrepresentation.

SUMMARY DESCRIPTION OF BUSINESS

What is our business?

We are involved in the exploration and development of mineral properties in British Columbia. We currently hold interests in the Woodford Creek and Princeton projects, which are both located in British Columbia, Canada.

Recent Developments

The following is a brief summary of recent developments involving or affecting the Company:

1. On April 23, 2024, the Company announced the commencement of Phase 1 exploration work program (the "Program") on its Woolford Creek Property (the "Property") located in the Adams Plateau region of the Kamloops Mining Division, British Columbia;
2. September 25, 2024, the Company announced the successful completion of the Phase I exploration program on its Woolford Creek Property. A summary of the program and results is as follows:

Program Summary:

• Rumble’s exploration team investigated the quartz veins of the Nik East showing where a notable 2020 sample assayed 10.4 grams per tonne gold. Four channels were cut through Nik East quartz veins to collect six channel samples, along with two grab samples from the extremities of the veins. The quartz veins were found to be 12.5 feet (3.8 meters) thick, with variable thickness along the strike, characterized by white, rusty, and vuggy quartz with sulfide spots and country rock clasts. The roadside mapping along this section was extended north to the claim boundary, revealing additional quartz veins, which were also sampled.
• A 40- to 50-meter wide phyllite outcrop southeast of the Nik East Showing, featuring numerous quartz veins, was studied. Eleven representative chip samples were collected from these veins.

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• A new 20- to 22-foot (6.1- to 6.7-meter) wide oxidized zone was identified with disseminated lead content, associated with a 60 to 70 feet (18.29 to 21.33 meter) wide volcanic dyke.
• A total of 55 soil and 59 rock samples (grab, channel, and chip) were collected. All 59 rock samples and 19 soil samples were sent to ALS Labs for assaying, with 15 rock samples selected for gold assays using fire assays.
• The northern claims (#1077968 and #1077619) were inaccessible due to snow cover.
• The ground geophysical survey, including magnetic and VLF, was completed across two grids (West and East), with a total of 563 measurements collected.

Assay Highlights:

• Silver values ranged from 0.01 ppm to 3.23 ppm, with notable samples exceeding 1.0 ppm.
• Gold values were generally low, with eight samples above 0.2 ppm and one sample at 0.73 ppm.
• Copper values varied from 0.9 ppm to 2,120 ppm, with several samples exceeding 1,000 ppm.

What are the business objectives that we expect to accomplish using the available funds?

The Company will use a portion of the proceeds from its Listed Issuer Financing Exemption offering to complete exploration and geological expenses of approximately $150,000 on the Princeton Project located in Kamloops Mining Division, west and southwest of Princeton, east of Hope, and approximately 400 kilometres east of Vancouver.

USE OF AVAILABLE FUNDS

What will our available funds be on closing of the offering?

		Assuming minimum offering only	Assuming 100% of offering
A	Amount to be raised by this offering	$0	$352,500
B	Selling commissions and fees	$0	$0
C	Estimated offering costs (i.e., legal, accounting, audit)	$2,000	$2,000
D	Net proceeds of offering (D = A – (B+C)	($2,000)	$350,500
E	Working capital as of the most recent month end	($105,000)	($105,000)
F	Additional sources of funding	$0	$172,500
G	Total available funds: G = D+E+F	($107,000)	$418,000

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How will we use available funds?

Description of intended use of available funds listed in order of priority	Assuming minimum offering only	Assuming 100% of offering
Exploration of Princeton Project	$0	$300,000
Costs to apply for quotation of the Company’s shares on the OTC Markets, including filing of an application with FINRA through a market maker	$0	$40,000
General working capital	$0	$8,000
Operating expenses for the next 12 months, consisting of accounting and audit fees ($30,000), legal fees ($25,000), and general and administrative expenses ($15,000)	$0	$70,000
TOTAL:	$0	$418,000

Our audited financial statements for the fiscal year ended July 31, 2024, as well as our most recent interim financial statements for the period ended January 31, 2025, contain a note indicating that there is substantial doubt about our ability to continue as a going concern. This is due to the fact that we do not generate any revenues from operations and anticipate incurring significant expenses in connection with the acquisition, exploration, and development of our mineral property interests for the foreseeable future. The Company expects to incur operating losses in future periods without generating any revenue. Failure to generate revenue may cause us to go out of business.

Because this offering will not impact our ability to generate revenue and is only anticipated to cover our operating expenses for the next 12 months, it will address the uncertainties that affect the Company’s decision to include a going concern note in our next annual financial statements.

How have we used the other funds that we have raised in the last 12 months?

During the past 12 months, we have not completed a financing.

FEES AND EXPENSES

Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?

The Company has not engaged any dealers or finders in connection with this offering.

PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

a) to rescind your purchase of these securities with Rumble Resources Inc., or

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b) to damages against Rumble Resources Inc. and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

If you intend to rely on the contractual right of rescission, you must exercise that right within strict time limitations. You must notify us of your intention to exercise your right to rescind the agreement 180 days after you signed the agreement to purchase the securities.

In addition to this contractual right, you also have secondary market civil liability rights set out in securities legislation in Canada if there is a misrepresentation in this offering document or in any document filed by the issuer on or after June 10, 2024.

ADDITIONAL INFORMATION

Where can you find more information about us?

You can access the Company’s continuous disclosure filings from the www.sedarplus.ca website.

This offering document, together with any document filed under Canadian securities legislation on or after June 10, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

DATED: June 10, 2025

“Brian Goss”

Brian Goss, Chief Executive Officer
Signed: June 10, 2025

“Erwin Wong”

Erwin Wong, Chief Financial Officer
Signed: June 10, 2025